Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2021 | Aug. 16, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Jun. 30, 2021 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2021 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 000-53223 | |
Entity Registrant Name | MARIZYME, INC. | |
Entity Central Index Key | 0001413754 | |
Entity Tax Identification Number | 82-5464863 | |
Entity Incorporation, State or Country Code | NV | |
Entity Address, Address Line One | 555 Heritage Drive | |
Entity Address, Address Line Two | Suite 205 | |
Entity Address, City or Town | Jupiter | |
Entity Address, State or Province | FL | |
Entity Address, Postal Zip Code | 33458 | |
City Area Code | 561 | |
Local Phone Number | 935-9955 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Elected Not To Use the Extended Transition Period | true | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 36,143,188 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Current assets | ||
Cash | $ 2,104 | $ 2,902,762 |
Accounts receivable | 119,271 | 40,585 |
Prepaid expense | 28,356 | 106,390 |
Inventory | 16,740 | 56,340 |
Total current assets | 166,471 | 3,106,077 |
Fixed assets, net | 2,698 | 7,122 |
Operating lease right-of-use assets, net | 1,228,648 | 1,317,830 |
Intangible assets, net | 41,573,599 | 42,278,211 |
Prepaid royalties, non-current | 340,969 | 344,321 |
Deposits | 30,000 | 30,000 |
Total assets | 43,342,385 | 47,083,561 |
Current liabilities | ||
Accounts payable and accrued expenses | 1,209,110 | 478,103 |
Due to related party | 265,000 | |
Operating lease obligations, current portion | 243,070 | 243,292 |
Total current liabilities | 1,717,180 | 721,395 |
Non-current liabilities | ||
Operating lease obligations, non-current portion | 1,001,492 | 1,074,538 |
Derivative liability | 24,982 | |
Warrant liability | 49,963 | |
Convertible promissory note | 3,491 | |
Total non-current liabilities | 1,079,928 | 1,074,538 |
Total liabilities | 2,797,108 | 1,795,933 |
Commitments and contingencies (see Note 5) | ||
Stockholders’ equity | ||
Preferred stock, $0.001 par value, 25,000,000 shares authorized, 0 shares issued and outstanding as of June 30, 2021 and December 31, 2020 | ||
Common stock, par value $0.001, 75,000,000 shares authorized, 35,928,188 shares issued and outstanding as of June 30, 2021 and December 31, 2020 | 35,928 | 35,928 |
Additional paid in capital | 82,606,376 | 82,077,334 |
Accumulated deficit | (42,097,027) | (36,825,634) |
Total stockholders’ equity | 40,545,277 | 45,287,628 |
Total liabilities and stockholders’ equity | $ 43,342,385 | $ 47,083,561 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2021 | Dec. 31, 2020 | Sep. 25, 2020 |
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 | $ 0.001 |
Common Stock, Shares Authorized | 75,000,000 | 75,000,000 | |
Common Stock, Shares, Issued | 35,928,188 | 35,928,188 | |
Common Stock, Shares, Outstanding | 35,928,188 | 35,928,188 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Income Statement [Abstract] | ||||
Revenue | $ 160,785 | $ 234,737 | ||
Operating expenses | ||||
Direct costs of revenue | 119,221 | 150,063 | ||
Professional fees | 592,781 | 203,992 | 1,251,839 | 438,835 |
Salary expenses | 824,074 | 1,860,531 | ||
Stock-based compensation | 194,657 | 221,058 | 562,375 | 442,116 |
Depreciation and amortization | 295,216 | 711,811 | ||
Other general and administrative expenses | 591,489 | 9,861 | 965,322 | 25,330 |
Total operating expenses | 2,617,438 | 434,911 | 5,501,941 | 906,281 |
Total operating loss | (2,456,653) | (434,911) | (5,267,204) | (906,281) |
Other expense | ||||
Interest expense | 4,189 | 4,189 | ||
Total other expense | (4,189) | (4,189) | ||
Net loss | $ (2,460,842) | $ (434,911) | $ (5,271,393) | $ (906,281) |
Loss per share – basic and diluted | $ (0.07) | $ (0.02) | $ (0.15) | $ (0.05) |
Weighted average number of shares of common stock - basic and diluted | 35,928,188 | 20,027,062 | 35,928,188 | 19,961,309 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Changes in Stockholders' Equity (Unaudited) - USD ($) | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Treasury Stock [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Dec. 31, 2019 | $ 19,859 | $ 59,319,594 | $ (16,000) | $ (30,980,581) | $ 28,342,872 | |
Beginning balance, shares at Dec. 31, 2019 | 19,858,939 | |||||
Common stock issued for services | $ 125 | 124,875 | 125,000 | |||
Common stock issued for services, shares | 125,000 | |||||
Stock-based compensation expense | 221,058 | 221,058 | ||||
Net loss | (471,370) | (471,370) | ||||
Ending balance, value at Mar. 31, 2020 | $ 0 | $ 125 | 59,665,527 | (16,000) | (31,451,951) | 28,217,560 |
Ending balance, shares at Mar. 31, 2020 | 125,000 | |||||
Beginning balance, value at Dec. 31, 2019 | $ 19,859 | 59,319,594 | (16,000) | (30,980,581) | 28,342,872 | |
Beginning balance, shares at Dec. 31, 2019 | 19,858,939 | |||||
Net loss | (906,281) | |||||
Ending balance, value at Jun. 30, 2020 | $ 20,184 | 60,034,872 | (16,000) | (31,886,862) | 28,193,616 | |
Ending balance, shares at Jun. 30, 2020 | 20,183,939 | |||||
Beginning balance, value at Mar. 31, 2020 | $ 0 | $ 125 | 59,665,527 | (16,000) | (31,451,951) | 28,217,560 |
Beginning balance, shares at Mar. 31, 2020 | 125,000 | |||||
Common shares issued in lieu of AP | $ 195 | 184,665 | 184,860 | |||
Common shares issued in lieu of AP, shares | 195,000 | |||||
Exercise of options | $ 5 | 5,045 | 5,050 | |||
Exercise of options, shares | 5,000 | |||||
Stock-based compensation expense | 221,057 | 221,057 | ||||
Net loss | (434,911) | (434,911) | ||||
Ending balance, value at Jun. 30, 2020 | $ 20,184 | 60,034,872 | (16,000) | (31,886,862) | 28,193,616 | |
Ending balance, shares at Jun. 30, 2020 | 20,183,939 | |||||
Beginning balance, value at Dec. 31, 2020 | $ 35,928 | 82,077,334 | (36,825,634) | 45,287,628 | ||
Beginning balance, shares at Dec. 31, 2020 | 35,928,188 | |||||
Stock-based compensation expense | 334,385 | 334,385 | ||||
Net loss | (2,810,551) | (2,810,551) | ||||
Ending balance, value at Mar. 31, 2021 | $ 0 | $ 35,928 | 82,411,719 | (39,636,185) | 42,811,462 | |
Ending balance, shares at Mar. 31, 2021 | 35,928,188 | |||||
Beginning balance, value at Dec. 31, 2020 | $ 35,928 | 82,077,334 | (36,825,634) | $ 45,287,628 | ||
Beginning balance, shares at Dec. 31, 2020 | 35,928,188 | |||||
Exercise of options, shares | ||||||
Net loss | $ (5,271,393) | |||||
Ending balance, value at Jun. 30, 2021 | $ 35,928 | 82,606,376 | (42,097,027) | 40,545,277 | ||
Ending balance, shares at Jun. 30, 2021 | 35,928,188 | |||||
Beginning balance, value at Mar. 31, 2021 | $ 0 | $ 35,928 | 82,411,719 | (39,636,185) | 42,811,462 | |
Beginning balance, shares at Mar. 31, 2021 | 35,928,188 | |||||
Stock-based compensation expense | 194,657 | 194,657 | ||||
Net loss | (2,460,842) | (2,460,842) | ||||
Ending balance, value at Jun. 30, 2021 | $ 35,928 | $ 82,606,376 | $ (42,097,027) | $ 40,545,277 | ||
Ending balance, shares at Jun. 30, 2021 | 35,928,188 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Cash flows from operating activities: | ||
Net loss | $ (5,271,393) | $ (906,281) |
Adjustments to reconcile net loss to net cash used in operations: | ||
Depreciation expense | 4,424 | |
Amortization expense | 707,386 | |
Stock-based compensation – stock options | 529,042 | 567,115 |
Stock-based compensation – restricted common stock | 33,333 | |
Change in operating assets and liabilities: | ||
Accounts receivable | (78,686) | |
Prepaid expense | 44,701 | |
Inventory | 39,600 | |
Accounts payable and accrued expenses | 750,990 | 152,620 |
Due to related party | 265,000 | |
Net cash used in operating activities | (2,975,603) | (186,546) |
Cash flows used in investing activities: | ||
Purchase of intangible assets | ||
Net cash used in investing activities | ||
Net cash provided by financing activities | ||
Proceeds from short term loan | 1,000 | |
Proceeds from convertible promissory note | 74,945 | |
Capital Paid - In | 189,910 | |
Net cash provided by financing activities | 74,945 | 190,910 |
Net (decrease) increase in cash | (2,900,658) | 4,364 |
Cash at beginning of period | 2,902,762 | 90 |
Cash at end of period | 2,104 | 4,454 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | ||
Cash paid for taxes | ||
Non-cash investing and financing activities: | ||
Derivative liabilities | 24,982 | |
Warrant liabilities | $ 49,963 |
ORGANIZATION AND DESCRIPTION OF
ORGANIZATION AND DESCRIPTION OF BUSINESS | 6 Months Ended |
Jun. 30, 2021 | |
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” 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 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 rights, title, and interest in their Krillase technology in exchange for 16.98 On December 15, 2019, the Company entered into a contingent asset purchase agreement (the “Agreement”), as amended on March 31, 2020 and May 29, 2020, with Somahlution, LLC, Somahlution, Inc., and Somaceutica, LLC, companies duly organized under the laws of Delaware (collectively, “Somah”) to acquire all of the assets and none of the liabilities of Somah (the “Acquisition”), including DuraGraft®, a one-time intraoperative vascular graft treatment for use in vascular and bypass surgeries that maintains endothelial function and structure, and other related properties. On July 30, 2020, the Company and Somah entered into Amendment No. 3 to the Agreement which finalized this Agreement. Pursuant to the terms of this amendment, it was agreed that, as part of the Acquisition, the Company would acquire the outstanding capital stock of Somahlution, Inc., held by Somahlution, LLC, rather than the assets of Somahlution, Inc. This change to the Agreement was made to accommodate the European Union (“EU”) requirements with respect to the future manufacturing under Somahlution, Inc. of CE marked products for sale in the EU. On September 25, 2020, the Company formed Somaceutica, Inc., a Florida corporation. On September 25, 2020, the Company formed Marizyme Sciences, Inc., a Florida corporation. The Company’s common stock, $ 0.001 Change in Management and the Board of Directors 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. On June 24, 2021, James Saperstein, our Interim Chief Executive Officer resigned, and Vithal Dhaduk was appointed as our Chairman of the Company’s board of directors. On July 6, 2021, Vithal Dhaduk was appointed as Interim Chief Executive Officer. On July 12, 2021, Bruce Harmon resigned as Interim Chief Financial Officer. |
GOING CONCERN
GOING CONCERN | 6 Months Ended |
Jun. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
GOING CONCERN | NOTE 2 - GOING CONCERN The accompanying unaudited condensed consolidated financial statements and the factors within it, have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business and the ability of the Company to continue as a going concern for a reasonable period of time. The Company had a net loss of $ 5,271,393 and cash used in operating activities of $ 2,975,603 for the six months ended June 30, 2021 and an accumulated deficit of $ 42,097,027 The Company’s continuation as a going concern is dependent upon its ability to generate revenues and its ability to continue receiving investment capital and loans from third parties to sustain its current level of operations. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The Company is in the process of securing working capital from investors for common stock, convertible notes payable, and/or strategic partnerships. No assurance can be given that the Company will be successful in these efforts. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Jun. 30, 2021 | |
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). The unaudited condensed consolidated financial statements of the Company for the three and six month periods ended June 30, 2021 and 2020 have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and pursuant to the requirements for reporting on Form 10-Q and Regulation S-K. Accordingly, they do not include all the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. However, such information reflects all adjustments (consisting solely of normal recurring adjustments), which are, in the opinion of management, necessary for the fair presentation of the financial position and the results of operations. Results shown for interim periods are not necessarily indicative of the results to be obtained for a full fiscal year. The balance sheet information as of December 31, 2020 was derived from the audited financial statements included in the Company’s financial statements as of and for the year ended December 31, 2020 included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on April 15, 2021. These financial statements should be read in conjunction with that report. Principles of Consolidation The accompanying unaudited condensed consolidated financial statements include all of the accounts of the Company and its wholly owned subsidiaries, Somahlution, Inc. (“Somahlution”), Somaceutica, Inc. (“Somaceutica”) and Marizyme Sciences, Inc. (“Marizyme Sciences”). All significant intercompany balances and transactions have been eliminated. Use of Estimates The preparation of the unaudited condensed consolidated financial statements in accordance with U.S. GAAP requires management to make use of certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the 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 June 30, 2021 and December 31, 2020, the Company had $ 2,104 in cash and no cash equivalents. Reclassifications Certain amounts in the prior year’s unaudited condensed consolidated financial statements have been reclassified to conform to the current period presentation. These reclassifications had no effect on reported losses, total assets, or stockholders’ equity as previously reported. The reclassifications were for the Statement of Operation which combined its expenses into two categories whereas, for comparison purposes for the six months ended June 30, 2021 to June 30, 2020, professional fees and stock-based compensation was segregated. Allowance for Doubtful Accounts The Company establishes an allowance for doubtful accounts to ensure trade and notes receivable are not overstated due to non-collectability. The Company’s allowance is based on a variety of factors, including age of the receivable, significant one-time events, historical experience, and other risk considerations. The Company did not have an allowance at June 30, 2021 or December 31, 2020. The Company did not record any bad debt expense in each of the three and six months ended June 30, 2021 and 2020. Inventory Inventory consisted of primarily finished goods and is valued at the lower of cost or net realizable value. Inventory is held in a third-party warehouse in foreign countries. Cost is determined using the FIFO method. The Company decreases the value of inventory for estimated obsolescence equal to the difference between the cost of inventory and the estimated market value, based upon an aging analysis of the inventory on hand, specifically known inventory-related risks, and assumptions about future demand and market conditions. The Company has determined that no 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 following table summarizes our financial instruments that are measured at fair value on a recurring basis as of June 30, 2021: SCHEDULE OF FINANCIAL INSTRUMENTS MEASURED AT FAIR VALUE ON A RECURRING BASIS Total Level 1 Level 2 Level 3 June 30, 2021: Warrant liabilities $ 49,963 $ - $ - $ 49,963 Derivative liabilities $ 24,982 $ - $ - $ 24,982 The Company had no Fixed Assets Fixed assets are recorded at cost. Expenditures for major additions and betterments are capitalized. Maintenance and repairs are charged to operations as incurred. Depreciation is computed by the straight-line method over the assets estimated useful life. Upon the sale or retirement of property and equipment, the related cost and accumulated depreciation are removed from the accounts and any gain or loss is reflected in consolidated statements of operations. SCHEDULE OF USEFUL LIFE OF FIXED ASSETS Classification Estimated Useful Lives Equipment 5 7 years Furniture and fixtures 4 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 20 122,746 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 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 before use, we will replace the product on the shelf at no charge. Revenue disaggregation for three months ended June 30, 2021 amounted to $ 2,586 1,920 17,313 80,180 8,650 25,969 17,376 28,610 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. 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 June 30, 2021 and December 31, 2020. Interest and penalties, if any, related to unrecognized tax benefits would be recognized as interest expense. The Company does not have any accrued interest or penalties associated with unrecognized tax benefits, nor was any significant interest expense recognized during the three and six months ended June 30, 2021 and 2020. Segment Information In accordance with the provisions of ASC 280-10, “Disclosures about Segments of an Enterprise and Related Information,” the Company is required to report financial and descriptive information about its reportable operating segments. The Company has one Value of Warrants Issued with Debt The Company estimates the grant date value of certain warrants issued with debt using a valuation method, such as the Black-Scholes option pricing model, or, if the terms are more complex, using an outside professional valuation firm, which uses the Monte Carlo option lattice model. We record the amounts as interest expense or debt discount, depending on the terms of the agreement. These estimates involve multiple inputs and assumptions, including the market price of the Company’s common stock, stock price volatility and other assumptions as deemed appropriate. These inputs and assumptions are subject to management’s judgment and can vary materially from period to period. Derivative Liabilities The Company records the estimated fair value of the warrants as of the date of issuance and at each balance sheet reporting date thereafter. As of June 30, 2021, none of the convertible notes or warrants that resulted in the recording of the related derivative liabilities had a change in estimated value as they were granted at the end of May 2021 and any change at June 30, 2021 was deemed immaterial. Effect of Recent Accounting Pronouncements Recently Issued Accounting Standards Not Yet Adopted The Company has reviewed all recently issued, but not yet adopted, accounting standards, in order to determine their effects, if any, on its results of operations, financial position or cash flows. Based on that review, the Company believes that no other pronouncements will have a significant effect on its consolidated financial statements. 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 three and six months ended June 30, 2021, four customers/distributors selling to end customers made up 100 % of the revenues. As of June 30, 2021, three customers/distributors made up 100 % of accounts receivable. Research and Development All research and development costs, payments to laboratories and research consultants are expensed when incurred. |
LEASE
LEASE | 6 Months Ended |
Jun. 30, 2021 | |
Lease | |
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. 10,817 12,000 2.5 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 SCHEDULE OF RIGHT-OF-USE ASSET AND RELATED LEASE LIABILITY June 30, December 31, 2021 2020 Right-of-use asset $ 1,228,648 $ 1,317,830 Total lease liability $ 1,244,562 $ 1,317,830 Less: Current portion 243,070 243,292 Lease liability, net of current portion $ 1,001,492 $ 1,074,538 The maturities of the lease liabilities are as follows as of June 30, 2021 for the periods ended December 31: SCHEDULE OF MATURITIES OF LEASE LIABILITIES 2021 $ 104,498 2022 277,142 2023 277,142 2024 277,142 2025 277,142 Thereafter 130,950 Total lease payments 1,344,016 Less: Present value discount (99,454 ) Total $ 1,244,562 For the three and six months ended June 30, 2021, operating cash flows paid in connection with operating leases amounted to $ 12,008 47,576 |
ACQUISITIONS
ACQUISITIONS | 6 Months Ended |
Jun. 30, 2021 | |
Business Combination and Asset Acquisition [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 28,600,000 During 2020, the Company incurred legal and filing fees of $ 17,801 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 $ 344,321 340,969 344,321 The Company compensated the Somah stockholders as follows: (1) 10,000,000 1.25 4,610,064 1.25 7,000,240 5,600,272 1.25 3,000,000 5.00 five years 6 50 4 50 200 2 200 The Company is in the process of determining the fair value of the royalty component of the total consideration as well as the identifiable intangible assets acquired in business combination. The Company is using a third-party valuation firm and at this time we are unable to estimate the contingent consideration related to the future royalty payment stream amount accurately. The Company is expecting the valuation to be finalized in the Form 10-Q for the period ended June 30, 2021. As such, the following table represents the preliminary consideration in connection with the transaction excluding the fair value of the royalty payment stream: SCHEDULE OF PRELIMINARY ALLOCATION OF CONSIDERATION Consideration 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: Receivable $ 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 100 353,693 707,386 0 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 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended |
Jun. 30, 2021 | |
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 June 30, 2021, there were no pending or threatened lawsuits. Contingencies On July 13, 2019, the Company signed a consulting agreement with an individual to advise the Board of Directors. The individual receives $ 30,000 250,000 1.50 Royalties on sales equal to: 10 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 4 2 Royalties on sales outside of the U.S.: 6 4 2 The royalties are in perpetuity. As of June 30, 2021, 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 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 40,000 one year 120,000 three years 1.25 On November 1, 2020, Dr. Neil J. Campbell executed an employment agreement and was named as chief executive officer, president and director. He is compensated $ 375,000 500,000 three years 1.25 On November 30, 2020, Dr. Steven Brooks executed a letter of understanding for employment as chief medical officer. On December 1, 2020, Dr. Donald Very executed a letter of understanding for employment as executive vice president of research and development. On January 16, 2021, Roger Schaller executed a letter of understanding for employment as executive vice president of commercial operations. Risks and Uncertainties The outbreak of the coronavirus (COVID-19) resulted in increased travel restrictions, and shutdown of businesses, which may cause slower recovery of the economy. We may experience impact from quarantines, market downturns and changes in customer behavior related to pandemic fears and impact on our workforce if the virus continues to spread. In addition, one or more of our customers, partners, service providers or suppliers may experience financial distress, delayed or defaults on payment, file for bankruptcy protection, sharp diminishing of business, or suffer disruptions in their business due to the outbreak. The extent to which the coronavirus impacts our results will depend on future developments and reactions throughout the world, which are highly uncertain and will include emerging information concerning the severity of the coronavirus and the actions taken by governments and private businesses to attempt to contain the coronavirus. It is likely to result in a potential material adverse impact on our business, results of operations and financial condition. Wider-spread COVID-19 globally could prolong the deterioration in economic conditions and could cause decreases in or delays in advertising spending and reduce and/or negatively impact our short-term ability to grow our revenues. Any decreased collectability of accounts receivable, bankruptcy of small and medium businesses, or early termination of agreements due to deterioration in economic conditions could negatively impact our results of operations. |
FIXED ASSETS
FIXED ASSETS | 6 Months Ended |
Jun. 30, 2021 | |
Property, Plant and Equipment [Abstract] | |
FIXED ASSETS | NOTE 7 – FIXED ASSETS Fixed assets, stated at cost, less accumulated depreciation at June 30, 2021 and December 31, 2020 consisted of the following: SCHEDULE OF PROPERTY, PLANT, AND EQUIPMENT June 30, December 31, 2021 2020 Furniture and equipment $ 701 $ 701 Computer related 7,220 7,220 Machinery and equipment 1,171 1,171 Total 9,092 9,092 Less: accumulation depreciation (6,394 ) (1,970 ) Property and equipment, net $ 2,698 $ 7,122 Depreciation expense for the three months ended June 30, 2021 and 2020 was $ 1,125 0 4,425 and $ 0 , respectively. |
INTANGIBLE ASSETS
INTANGIBLE ASSETS | 6 Months Ended |
Jun. 30, 2021 | |
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 During 2020, the Company incurred legal and filing fees of $ 17,801 On July 31, 2020, the Company executed an agreement with Somah (see Note 4) for the DuraGraft® technology in exchange for 10,000,000 3,000,000 SUMMARY OF INTANGIBLE ASSETS AMORTIZATION EXPENSE June 30, 2021 December 31, 2020 Gross Net Gross Net Carrying Accumulated Carrying Carrying Accumulated Carrying Amount Amortization Amount Amount Amortization Amount Krillase - Patents, Patent Applications, Research and Development, Clinical Trials, Developed Technology $ 28,600,000 $ - $ 28,600,000- $ 28,600,000 $ - $ 28,600,000 DuraGraft - Patents, Patent Applications, Research and Development, Clinical Trials, Developed Technology 14,147,729 (1,296,875) 12,850,854 14,147,729 (589,489 ) 13,558,240 Patents in process 122,745 - 122,745 119,971 - 119,971 Total Intangibles $ 42,870,474 $ (1,296,875) $ 41,573,599 $ 42,867,700 $ (589,489 ) $ 42,278,211 SCHEDULE OF INTANGIBLE ASSETS Balance, December 31, 2019 $ 28,613,000 Acquired in asset purchase agreement 14,147,729 Additions 2,774 Amortization expense (589,489 ) Balance, December 31, 2020 42,278,211 Balance, December 31, 2020 42,278,211 Additions 2,774 Amortization expense (707,386 ) Balance, June 30, 2021 $ 41,573,599 The Company has recorded amortization expense of $ 353,693 707,386 0 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 6,486,375 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 6 Months Ended |
Jun. 30, 2021 | |
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, currently the CEO (appointed in June 2021, and previously a director appointed in 2021) and significant shareholder of the Company. Prepaid royalties were $ 340,969 at June 30, 2021 and $ 344,321 at December 31, 2020. During the three months ended June 30, 2021, a shareholder and consultant of the Company loaned the Company $ 215,000 0 In June 2021, the former CEO loaned the Company $ 20,000 0 20,000 30,000 50,000 50,000 |
CONVERTIBLE PROMISSORY NOTES AN
CONVERTIBLE PROMISSORY NOTES AND WARRANTS | 6 Months Ended |
Jun. 30, 2021 | |
Debt Disclosure [Abstract] | |
CONVERTIBLE PROMISSORY NOTES AND WARRANTS | NOTE 10 - CONVERTIBLE PROMISSORY NOTES AND WARRANTS On May 27, 2021, the Company 4,000,000 2.50 Each Unit is comprised of (i) a convertible promissory note(the “Note”) convertible into common stock of the Company, (ii) a warrant to purchase one share of common stock of the Company (the ‘Class A Warrant’); and (iii) a second warrant to purchase common stock of the Company (the “Class B Warrant”) In May 2021, the Company issued and sold 29,978 2.50 per Unit for gross proceeds of $ 74,945 74,945 29,978 29,978 6,745 In July 2021, the Company issued and sold 440,000 1,100,000 1,100,000 440,000 440,000 The Company made the preliminary conclusion that the Notes had an embedded derivative related to the automatic conversion feature discount which requires bifurcation. The Company estimated the value of this derivative as $ 24,982 The Company estimated the value of the Class A Warrants and Class B Warrants and ascribed this value to the remainder of the proceeds at the issuance date of the Units as this estimated value exceeded the remainder of the gross proceeds, recording the warrants as a liability on the balance sheet of $ 49,963 As all the Unit proceeds were allocated to the estimated values of the derivative and the warrants, the Company recorded the value of the Notes as $ 0 3,491 74,945 May 2023 71,454 3,491 Notes The terms of the Notes are as follows: Term The Notes will mature 24 months from the initial closing date unless earlier converted or prepaid. Interest - 10% per annum. Interest shall be paid at maturity or converted along with principal at the time of conversion of the Notes. Optional Conversion 2.50 (the “Conversion Price”). Automatic Conversion 10,000,000 (the “Qualified Financing”), then all outstanding principal, together with all unpaid accrued interest under the Notes, shall automatically convert into shares of the equity financing at the lesser of (i) 75% of the cash price per share paid in the Qualified Financing and (ii) the conversion price of $2.50 per unit. If preferred stock is issued in the equity financing and the conversion price of the Notes is less than the cash price per share issued in the Qualified Financing, the Company may, solely elect to convert the Notes into shares of a newly created series of capital stock having the identical rights, privileges, preferences and restrictions as the preferred stock issued in the Qualified Financing, and otherwise on the same terms and conditions. The Notes are secured by a first priority security interest in all assets of the Company. Warrants The Class A Warrants entitle the holder to the right, for a period of five ( 5 to purchase shares of the Company’s Common stock at an exercise price equal to the lower of (i) $3.13 or (ii) the Automatic Conversion Price (initially $2.50); provided, however, that the exercise price shall not be less than $1.00 (except as the result of antidilution adjustments). Company may force the exercise of the Class A Warrants if, at any time following the sixty day anniversary of the final closing date or termination of the offering, (i) the shares issuable upon exercise of the Class A Warrants are registered or the purchasers otherwise have the ability to trade the underlying shares without restriction, (ii) the 20-day volume-weighted daily average price of the Company’s Common Stock exceeds $6 per share, and (iii) the average daily trading volume is at least $1,000,000 shares during such 20-day period. The Class A Warrants contain customary antidilution adjustments and additionally, if after the issuance date of the Class A Warrants, the Company issues or sells any shares of common stock (other than in the Qualified Financing or exempted securities) or issues any rights, warrants, or options, without consideration or for consideration per share less than the exercise price of the Warrants, then the exercise price of the Warrants shall be reduced to an exercise price equal to the consideration paid per share The Class B Warrants will entitle the Purchasers to the right, for a period of five ( 5 to purchase shares of the Company’s common stock at an exercise price equal $5.00 per share. The Company may force the exercise of the Class B Warrants if, at any time following the sixty day anniversary of the initial closing date, (i) the shares issuable upon exercise of the Class B Warrants are registered or the purchasers otherwise have the ability to trade the underlying shares without restriction, (ii) the 20-day volume-weighted daily average price of the Company’s Common Stock exceeds $8 per share, and (iii) the average daily trading volume is at least $1,000,000 during such 20-day period. The Class B Warrants contain customary antidilution adjustments but do not contain price based antidilution protection |
STOCKHOLDERS_ EQUITY
STOCKHOLDERS’ EQUITY | 6 Months Ended |
Jun. 30, 2021 | |
Equity [Abstract] | |
STOCKHOLDERS’ EQUITY | NOTE 11 – STOCKHOLDERS’ EQUITY Preferred stock Our Articles of Incorporation authorize the issuance of 25,000,000 0.001 no Common stock Our Articles of Incorporation authorize the issuance of 75,000,000 0.001 As of June 30, 2021 and December 31, 2020, there were 35,928,188 Options 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. The SIP authorized 5,300,000 512,500 The summary of option activity for the six months ended June 30, 2021 is as follows: SCHEDULE OF STOCK OPTION ACTIVITY Weighted Weighted Average Average Total Number of Exercise Contractual Intrinsic Options Price Life Value Outstanding at December 31, 2020 3,800,943 $ 1.36 Granted 732,500 $ 1.25 Exercised - $ - Forfeited (412,500 ) $ 1.25 Outstanding at June 30, 2021 4,120,943 $ 1.36 8.82 $ 388,350 Exercisable at June 30, 2021 3,082,402 $ 1.39 The 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 1.50 10 179.31 304.44 0 0.93 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 1.37 10 179.31 304.44 0 0.93 Warrants As of June 30, 2021 and December 31, 2020, there are 3,393,651 warrants outstanding, not including Class A Warrants or Class B Warrants issued in the March 2021 Unit Purchase Agreement (see Note 10). |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Jun. 30, 2021 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 12 - SUBSEQUENT EVENTS The Company has evaluated subsequent events through the date the financial statements were issued and filed with the Securities and Exchange Commission. The Company has determined that there are no other such events that warrant disclosure or recognition in the financial statements, except as stated below: Convertible Promissory Notes and Warrants In July 2021, the Company issued and sold 440,000 1,100,000 1,100,000 440,000 440,000 |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Jun. 30, 2021 | |
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). The unaudited condensed consolidated financial statements of the Company for the three and six month periods ended June 30, 2021 and 2020 have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and pursuant to the requirements for reporting on Form 10-Q and Regulation S-K. Accordingly, they do not include all the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. However, such information reflects all adjustments (consisting solely of normal recurring adjustments), which are, in the opinion of management, necessary for the fair presentation of the financial position and the results of operations. Results shown for interim periods are not necessarily indicative of the results to be obtained for a full fiscal year. The balance sheet information as of December 31, 2020 was derived from the audited financial statements included in the Company’s financial statements as of and for the year ended December 31, 2020 included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on April 15, 2021. These financial statements should be read in conjunction with that report. |
Principles of Consolidation | Principles of Consolidation The accompanying unaudited condensed consolidated financial statements include all of the accounts of the Company and its wholly owned subsidiaries, Somahlution, Inc. (“Somahlution”), Somaceutica, Inc. (“Somaceutica”) and Marizyme Sciences, Inc. (“Marizyme Sciences”). All significant intercompany balances and transactions have been eliminated. |
Use of Estimates | Use of Estimates The preparation of the unaudited condensed consolidated financial statements in accordance with U.S. GAAP requires management to make use of certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the 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 June 30, 2021 and December 31, 2020, the Company had $ 2,104 in cash and no cash equivalents. |
Reclassifications | Reclassifications Certain amounts in the prior year’s unaudited condensed consolidated financial statements have been reclassified to conform to the current period presentation. These reclassifications had no effect on reported losses, total assets, or stockholders’ equity as previously reported. The reclassifications were for the Statement of Operation which combined its expenses into two categories whereas, for comparison purposes for the six months ended June 30, 2021 to June 30, 2020, professional fees and stock-based compensation was segregated. |
Allowance for Doubtful Accounts | 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 June 30, 2021 or December 31, 2020. The Company did not record any bad debt expense in each of the three and six months ended June 30, 2021 and 2020. |
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 |
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 following table summarizes our financial instruments that are measured at fair value on a recurring basis as of June 30, 2021: SCHEDULE OF FINANCIAL INSTRUMENTS MEASURED AT FAIR VALUE ON A RECURRING BASIS Total Level 1 Level 2 Level 3 June 30, 2021: Warrant liabilities $ 49,963 $ - $ - $ 49,963 Derivative liabilities $ 24,982 $ - $ - $ 24,982 The Company had no |
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. SCHEDULE OF USEFUL LIFE OF FIXED ASSETS Classification Estimated Useful Lives Equipment 5 7 years Furniture and fixtures 4 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 20 122,746 |
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 |
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 before use, we will replace the product on the shelf at no charge. Revenue disaggregation for three months ended June 30, 2021 amounted to $ 2,586 1,920 17,313 80,180 8,650 25,969 17,376 28,610 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. |
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 June 30, 2021 and December 31, 2020. Interest and penalties, if any, related to unrecognized tax benefits would be recognized as interest expense. The Company does not have any accrued interest or penalties associated with unrecognized tax benefits, nor was any significant interest expense recognized during the three and six months ended June 30, 2021 and 2020. |
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 |
Value of Warrants Issued with Debt | Value of Warrants Issued with Debt The Company estimates the grant date value of certain warrants issued with debt using a valuation method, such as the Black-Scholes option pricing model, or, if the terms are more complex, using an outside professional valuation firm, which uses the Monte Carlo option lattice model. We record the amounts as interest expense or debt discount, depending on the terms of the agreement. These estimates involve multiple inputs and assumptions, including the market price of the Company’s common stock, stock price volatility and other assumptions as deemed appropriate. These inputs and assumptions are subject to management’s judgment and can vary materially from period to period. |
Derivative Liabilities | Derivative Liabilities The Company records the estimated fair value of the warrants as of the date of issuance and at each balance sheet reporting date thereafter. As of June 30, 2021, none of the convertible notes or warrants that resulted in the recording of the related derivative liabilities had a change in estimated value as they were granted at the end of May 2021 and any change at June 30, 2021 was deemed immaterial. |
Effect of Recent Accounting Pronouncements | Effect of Recent Accounting Pronouncements Recently Issued Accounting Standards Not Yet Adopted The Company has reviewed all recently issued, but not yet adopted, accounting standards, in order to determine their effects, if any, on its results of operations, financial position or cash flows. Based on that review, the Company believes that no other pronouncements will have a significant effect on its consolidated financial statements. |
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 three and six months ended June 30, 2021, four customers/distributors selling to end customers made up 100 % of the revenues. As of June 30, 2021, three customers/distributors made up 100 % of accounts receivable. |
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) | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
SCHEDULE OF FINANCIAL INSTRUMENTS MEASURED AT FAIR VALUE ON A RECURRING BASIS | The following table summarizes our financial instruments that are measured at fair value on a recurring basis as of June 30, 2021: SCHEDULE OF FINANCIAL INSTRUMENTS MEASURED AT FAIR VALUE ON A RECURRING BASIS Total Level 1 Level 2 Level 3 June 30, 2021: Warrant liabilities $ 49,963 $ - $ - $ 49,963 Derivative liabilities $ 24,982 $ - $ - $ 24,982 |
SCHEDULE OF USEFUL LIFE OF FIXED ASSETS | SCHEDULE OF USEFUL LIFE OF FIXED ASSETS Classification Estimated Useful Lives Equipment 5 7 years Furniture and fixtures 4 7 years |
LEASE (Tables)
LEASE (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Lease | |
SCHEDULE OF RIGHT-OF-USE ASSET AND RELATED LEASE LIABILITY | SCHEDULE OF RIGHT-OF-USE ASSET AND RELATED LEASE LIABILITY June 30, December 31, 2021 2020 Right-of-use asset $ 1,228,648 $ 1,317,830 Total lease liability $ 1,244,562 $ 1,317,830 Less: Current portion 243,070 243,292 Lease liability, net of current portion $ 1,001,492 $ 1,074,538 |
SCHEDULE OF MATURITIES OF LEASE LIABILITIES | The maturities of the lease liabilities are as follows as of June 30, 2021 for the periods ended December 31: SCHEDULE OF MATURITIES OF LEASE LIABILITIES 2021 $ 104,498 2022 277,142 2023 277,142 2024 277,142 2025 277,142 Thereafter 130,950 Total lease payments 1,344,016 Less: Present value discount (99,454 ) Total $ 1,244,562 |
ACQUISITIONS (Tables)
ACQUISITIONS (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
SCHEDULE OF PRELIMINARY ALLOCATION OF CONSIDERATION | SCHEDULE OF PRELIMINARY ALLOCATION OF CONSIDERATION 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: Receivable $ 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) | 6 Months Ended |
Jun. 30, 2021 | |
Property, Plant and Equipment [Abstract] | |
SCHEDULE OF PROPERTY, PLANT, AND EQUIPMENT | Fixed assets, stated at cost, less accumulated depreciation at June 30, 2021 and December 31, 2020 consisted of the following: SCHEDULE OF PROPERTY, PLANT, AND EQUIPMENT June 30, December 31, 2021 2020 Furniture and equipment $ 701 $ 701 Computer related 7,220 7,220 Machinery and equipment 1,171 1,171 Total 9,092 9,092 Less: accumulation depreciation (6,394 ) (1,970 ) Property and equipment, net $ 2,698 $ 7,122 |
INTANGIBLE ASSETS (Tables)
INTANGIBLE ASSETS (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
SUMMARY OF INTANGIBLE ASSETS AMORTIZATION EXPENSE | SUMMARY OF INTANGIBLE ASSETS AMORTIZATION EXPENSE June 30, 2021 December 31, 2020 Gross Net Gross Net Carrying Accumulated Carrying Carrying Accumulated Carrying Amount Amortization Amount Amount Amortization Amount Krillase - Patents, Patent Applications, Research and Development, Clinical Trials, Developed Technology $ 28,600,000 $ - $ 28,600,000- $ 28,600,000 $ - $ 28,600,000 DuraGraft - Patents, Patent Applications, Research and Development, Clinical Trials, Developed Technology 14,147,729 (1,296,875) 12,850,854 14,147,729 (589,489 ) 13,558,240 Patents in process 122,745 - 122,745 119,971 - 119,971 Total Intangibles $ 42,870,474 $ (1,296,875) $ 41,573,599 $ 42,867,700 $ (589,489 ) $ 42,278,211 |
SCHEDULE OF INTANGIBLE ASSETS | SCHEDULE OF INTANGIBLE ASSETS Balance, December 31, 2019 $ 28,613,000 Acquired in asset purchase agreement 14,147,729 Additions 2,774 Amortization expense (589,489 ) Balance, December 31, 2020 42,278,211 Balance, December 31, 2020 42,278,211 Additions 2,774 Amortization expense (707,386 ) Balance, June 30, 2021 $ 41,573,599 |
STOCKHOLDERS_ EQUITY (Tables)
STOCKHOLDERS’ EQUITY (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Equity [Abstract] | |
SCHEDULE OF STOCK OPTION ACTIVITY | The summary of option activity for the six months ended June 30, 2021 is as follows: SCHEDULE OF STOCK OPTION ACTIVITY Weighted Weighted Average Average Total Number of Exercise Contractual Intrinsic Options Price Life Value Outstanding at December 31, 2020 3,800,943 $ 1.36 Granted 732,500 $ 1.25 Exercised - $ - Forfeited (412,500 ) $ 1.25 Outstanding at June 30, 2021 4,120,943 $ 1.36 8.82 $ 388,350 Exercisable at June 30, 2021 3,082,402 $ 1.39 |
ORGANIZATION AND DESCRIPTION _2
ORGANIZATION AND DESCRIPTION OF BUSINESS (Details Narrative) - $ / shares shares in Thousands | Sep. 12, 2018 | Jun. 30, 2021 | Dec. 31, 2020 | Sep. 25, 2020 | Jun. 01, 2018 |
Entity Listings [Line Items] | |||||
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | ||
Krillase Technology [Member] | |||||
Entity Listings [Line Items] | |||||
Issuance of common stock for acquisition, shares | 16,980 | ||||
X- Assets Enterprises, Inc [Member] | |||||
Entity Listings [Line Items] | |||||
Equity ownership method, percentage | 100.00% |
GOING CONCERN (Details Narrativ
GOING CONCERN (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | |||||
Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||||||
Net Income (Loss) Attributable to Parent | $ 2,460,842 | $ 2,810,551 | $ 434,911 | $ 471,370 | $ 5,271,393 | $ 906,281 | |
[custom:NetCashProvidedByUsedInOperatingActivity] | 2,975,603 | ||||||
Retained Earnings (Accumulated Deficit) | $ 42,097,027 | $ 42,097,027 | $ 36,825,634 |
SCHEDULE OF FINANCIAL INSTRUMEN
SCHEDULE OF FINANCIAL INSTRUMENTS MEASURED AT FAIR VALUE ON A RECURRING BASIS (Details) | Jun. 30, 2021USD ($) |
Fair Value, Inputs, Level 1 [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrant liabilities | |
Derivative liabilities | |
Fair Value, Inputs, Level 2 [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrant liabilities | |
Derivative liabilities | |
Fair Value, Inputs, Level 3 [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrant liabilities | 49,963 |
Derivative liabilities | $ 24,982 |
SCHEDULE OF USEFUL LIFE OF FIXE
SCHEDULE OF USEFUL LIFE OF FIXED ASSETS (Details) | 6 Months Ended |
Jun. 30, 2021 | |
Equipment [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 5 years |
Equipment [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 7 years |
Furniture and Fixtures [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 4 years |
Furniture and Fixtures [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 7 years |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2021USD ($) | Jun. 30, 2020USD ($) | Jun. 30, 2021USD ($)Segments | Jun. 30, 2020USD ($) | Dec. 31, 2020USD ($) | |
Product Information [Line Items] | |||||
Cash | $ 2,104 | $ 2,104 | |||
Cash Equivalents, at Carrying Value | $ 0 | ||||
Inventory reserve | 0 | $ 0 | 0 | ||
Assets or liabilities measured at fair value on a recurring basis | 0 | ||||
Intangible assets useful life | 20 years | ||||
Amortization | 353,693 | $ 0 | $ 707,386 | $ 0 | |
Impairment of long-lived assets | 0 | $ 0 | |||
Revenue from Contract with Customer, Excluding Assessed Tax | $ 160,785 | $ 234,737 | |||
Number of operating segment | Segments | 1 | ||||
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Four Customer [Member] | |||||
Product Information [Line Items] | |||||
Concentration Risk, Percentage | 100.00% | 100.00% | |||
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Three Customer [Member]. | |||||
Product Information [Line Items] | |||||
Concentration Risk, Percentage | 100.00% | ||||
SPAIN | |||||
Product Information [Line Items] | |||||
Revenue from Contract with Customer, Excluding Assessed Tax | $ 2,586 | $ 80,180 | |||
SINGAPORE | |||||
Product Information [Line Items] | |||||
Revenue from Contract with Customer, Excluding Assessed Tax | 1,920 | 8,650 | |||
SWITZERLAND | |||||
Product Information [Line Items] | |||||
Revenue from Contract with Customer, Excluding Assessed Tax | $ 17,313 | 25,969 | |||
PHILIPPINES | |||||
Product Information [Line Items] | |||||
Revenue from Contract with Customer, Excluding Assessed Tax | 17,376 | ||||
AUSTRIA | |||||
Product Information [Line Items] | |||||
Revenue from Contract with Customer, Excluding Assessed Tax | 28,610 | ||||
Patents [Member] | |||||
Product Information [Line Items] | |||||
Amortization | $ 122,746 |
SCHEDULE OF RIGHT-OF-USE ASSET
SCHEDULE OF RIGHT-OF-USE ASSET AND RELATED LEASE LIABILITY (Details) - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Lease | ||
Right-of-use asset | $ 1,228,648 | $ 1,317,830 |
Total lease liability | 1,244,562 | 1,317,830 |
Less: Current portion | 243,070 | 243,292 |
Lease liability, net of current portion | $ 1,001,492 | $ 1,074,538 |
SCHEDULE OF MATURITIES OF LEASE
SCHEDULE OF MATURITIES OF LEASE LIABILITIES (Details) - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Lease | ||
2021 | $ 104,498 | |
2022 | 277,142 | |
2023 | 277,142 | |
2024 | 277,142 | |
2025 | 277,142 | |
Thereafter | 130,950 | |
Total lease payments | 1,344,016 | |
Less: Present value discount | (99,454) | |
Total | $ 1,244,562 | $ 1,317,830 |
LEASE (Details Narrative)
LEASE (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Operating expenses | $ 2,617,438 | $ 434,911 | $ 5,501,941 | $ 906,281 |
Operating cash flow paid in for operating lease | $ 12,008 | $ 47,576 | ||
Operating Lease Agreement [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Operating lease description | 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. | |||
Base rent | $ 10,817 | |||
Operating expenses | $ 12,000 | |||
Base rent percentage | 2.50% | |||
Operating lease discount rate | 3.95% | 3.95% |
SCHEDULE OF PRELIMINARY ALLOCAT
SCHEDULE OF PRELIMINARY ALLOCATION OF CONSIDERATION (Details) | 6 Months Ended |
Jun. 30, 2021USD ($) | |
Business Combination and Asset Acquisition [Abstract] | |
Common stock shares given | $ 12,500,000 |
Warrants given | 1,932,300 |
Total consideration given | 14,432,300 |
Receivable | 45,845 |
Inventory | 229,635 |
Fixed assets | 9,092 |
Intangible assets | 14,147,728 |
Total identifiable net assets | $ 14,432,300 |
ACQUISITIONS (Details Narrative
ACQUISITIONS (Details Narrative) - USD ($) | Aug. 03, 2020 | Jul. 31, 2020 | Sep. 12, 2018 | May 31, 2021 | Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Sep. 25, 2020 |
Business Acquisition [Line Items] | ||||||||||
Legal and filing fees | $ 17,801 | |||||||||
Prepaid royalties, non-current | $ 340,969 | $ 340,969 | $ 344,321 | |||||||
Sale of common stock, shares | 29,978 | |||||||||
Royalties percentage | 10.00% | |||||||||
Net sales | 160,785 | $ 234,737 | ||||||||
Percentage of allocation to intangible assets | 100.00% | |||||||||
Amortization expense | $ 353,693 | $ 0 | $ 707,386 | $ 0 | ||||||
Consideration transferred amount | 14,432,300 | |||||||||
Mukeshkkumar B. Patel [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Consideration transferred amount | $ 9,450,000 | |||||||||
Krillase Technology [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Issuance of common stock for acquisition, shares | 16,980,000 | |||||||||
Acquisitions, value | $ 28,600,000 | |||||||||
Legal and filing fees | 17,801 | |||||||||
Somah [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Prepaid royalties, non-current | $ 344,321 | |||||||||
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. | |||||||||
Number of shares issues at common stock | 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 | |||||||||
Warrant, shares | 3,000,000 | |||||||||
Warrant, per shares | $ 5 | |||||||||
Warrant, term | 5 years | |||||||||
Somahlution Inc [Member] | Sales [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Royalties percentage | 6.00% | |||||||||
Net sales | $ 50,000,000 | |||||||||
Somahlution Inc [Member] | One Sales [Member] | Minimum [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Royalties percentage | 4.00% | |||||||||
Net sales | $ 50,000,000 | |||||||||
Somahlution Inc [Member] | One Sales [Member] | Maximum [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Net sales | $ 200,000,000 | |||||||||
Somahlution Inc [Member] | Two Sales [Member] | Maximum [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Royalties percentage | 2.00% | |||||||||
Net sales | $ 200,000,000 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | Nov. 01, 2020 | Oct. 22, 2020 | Sep. 01, 2020 | Jul. 13, 2019 | Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Salary and wage | $ 824,074 | $ 1,860,531 | ||||||
Issuance of stock options | 732,500 | |||||||
Royalties percentage | 10.00% | |||||||
Leasing for office space | $ 10,701 | |||||||
Vesting period | 8 years 9 months 25 days | |||||||
Exercise price per share | $ 1.39 | $ 1.39 | ||||||
Employment and Consulting Agreements [Member] | Chief Financial Officer [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
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] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Issuance of stock options | 500,000 | |||||||
Compensation | $ 375,000 | |||||||
Vesting period | 3 years | |||||||
Exercise price per share | $ 1.25 | |||||||
UNITED STATES | First 50,000,000 [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Royalties percentage | 5.00% | |||||||
UNITED STATES | 50,000,000 Up to 200,000,000 [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Royalties percentage | 4.00% | |||||||
UNITED STATES | Over 200,000,000 [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Royalties percentage | 2.00% | |||||||
Non-US [Member] | First 50,000,000 [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Royalties percentage | 6.00% | |||||||
Non-US [Member] | 50,000,000 Up to 200,000,000 [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Royalties percentage | 4.00% | |||||||
Non-US [Member] | Over 200,000,000 [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Royalties percentage | 2.00% | |||||||
July 13 2022 [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Salary and wage | $ 30,000 | |||||||
Issuance of stock options | 250,000 | |||||||
July 13 2021 [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Shares issued, price per share | $ 1.50 |
SCHEDULE OF PROPERTY, PLANT, AN
SCHEDULE OF PROPERTY, PLANT, AND EQUIPMENT (Details) - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 9,092 | $ 9,092 |
Less: accumulation depreciation | (6,394) | (1,970) |
Property and equipment, net | 2,698 | 7,122 |
Furniture and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 701 | 701 |
Computer Related [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 7,220 | 7,220 |
Machinery and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 1,171 | $ 1,171 |
FIXED ASSETS (Details Narrative
FIXED ASSETS (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation, Depletion and Amortization | $ 1,125 | $ 0 | $ 4,425 | $ 0 |
SUMMARY OF INTANGIBLE ASSETS AM
SUMMARY OF INTANGIBLE ASSETS AMORTIZATION EXPENSE (Details) - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 42,870,474 | $ 42,867,700 |
Accumulated Amortization | (1,296,875) | (589,489) |
Net Carrying Amount | 41,573,599 | 42,278,211 |
Krillase Patents Patent Applications Research And Development Clinical Trials Developed Technology [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 28,600,000 | 28,600,000 |
Accumulated Amortization | ||
Net Carrying Amount | 28,600,000 | 28,600,000 |
Dura Graft Patents Patent Applications Research And Development Clinical Trials Developed Technology [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 14,147,729 | 14,147,729 |
Accumulated Amortization | (1,296,875) | (589,489) |
Net Carrying Amount | 12,850,854 | 13,558,240 |
Patents [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 122,745 | 119,971 |
Accumulated Amortization | ||
Net Carrying Amount | $ 122,745 | $ 119,971 |
SCHEDULE OF INTANGIBLE ASSETS (
SCHEDULE OF INTANGIBLE ASSETS (Details) - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Beginning Balance | $ 42,278,211 | $ 28,613,000 |
Acquired in asset purchase agreement | 2,774 | 14,147,729 |
Additions | 2,774 | |
Amortization expense | (707,386) | (589,489) |
Ending Balance | $ 41,573,599 | $ 42,278,211 |
INTANGIBLE ASSETS (Details Narr
INTANGIBLE ASSETS (Details Narrative) - USD ($) | Jul. 31, 2020 | Sep. 12, 2018 | Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 |
Discounted Future Net Cash Flows Relating to Proved Oil and Gas Reserves [Line Items] | ||||||
Legal and filing fees | $ 17,801 | |||||
Amortization expense | $ 353,693 | $ 0 | $ 707,386 | $ 0 | ||
Somah [Member] | ||||||
Discounted Future Net Cash Flows Relating to Proved Oil and Gas Reserves [Line Items] | ||||||
Number of shares issues at common stock | 10,000,000 | |||||
Warrant, shares | 3,000,000 | |||||
Future amortizations from 2021 through 2026 | 1,414,773 | 1,414,773 | ||||
Future amortizations for 2027 | $ 6,486,375 | $ 6,486,375 | ||||
Krillase Technology [Member] | ||||||
Discounted Future Net Cash Flows Relating to Proved Oil and Gas Reserves [Line Items] | ||||||
Issuance of common stock for acquisition, shares | 16,980,000 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 1 Months Ended | |||
Jun. 30, 2021 | Jul. 31, 2021 | May 27, 2021 | Dec. 31, 2020 | |
Deferred Compensation Arrangement with Individual, Postretirement Benefits [Line Items] | ||||
Prepaid Royalties | $ 340,969 | $ 344,321 | ||
Due to related party | 265,000 | |||
Interest rate | 10.00% | |||
Shareholder and Consultant [Member] | ||||
Deferred Compensation Arrangement with Individual, Postretirement Benefits [Line Items] | ||||
Due to related party | $ 215,000 | |||
Interest rate | 0.00% | |||
Chief Executive Officer [Member] | ||||
Deferred Compensation Arrangement with Individual, Postretirement Benefits [Line Items] | ||||
Due to related party | $ 20,000 | |||
Interest rate | 0.00% | |||
Repayment of loan | $ 20,000 | |||
Additional repayment of loan | 30,000 | |||
Due to related party | $ 50,000 | |||
Chief Executive Officer [Member] | Subsequent Event [Member] | ||||
Deferred Compensation Arrangement with Individual, Postretirement Benefits [Line Items] | ||||
Related party transaction paid | $ 50,000 |
CONVERTIBLE PROMISSORY NOTES _2
CONVERTIBLE PROMISSORY NOTES AND WARRANTS (Details Narrative) - USD ($) | May 27, 2021 | May 27, 2021 | Jul. 31, 2021 | May 31, 2021 | Jun. 30, 2021 | Dec. 31, 2020 |
Short-term Debt [Line Items] | ||||||
Sale of stock shares | 29,978 | |||||
Sale of Stock, Price Per Share | $ 2.50 | $ 2.50 | ||||
Debt description | the Notes, shall automatically convert into shares of the equity financing at the lesser of (i) 75% of the cash price per share paid in the Qualified Financing and (ii) the conversion price of $2.50 per unit. If preferred stock is issued in the equity financing and the conversion price of the Notes is less than the cash price per share issued in the Qualified Financing, the Company may, solely elect to convert the Notes into shares of a newly created series of capital stock having the identical rights, privileges, preferences and restrictions as the preferred stock issued in the Qualified Financing, and otherwise on the same terms and conditions. | |||||
Proceeds from Notes Payable | $ 74,945 | |||||
Issuance costs | $ 6,745 | |||||
Derivative liablity | $ 24,982 | |||||
Warrant liability | 49,963 | |||||
Notes issuance | 0 | |||||
Accretion interest expense | 3,491 | |||||
Future maturities principal value | $ 74,945 | |||||
Debt maturity date description | May 2023 | |||||
Derivative and warrant | $ 71,454 | |||||
Convertible debt | $ 3,491 | |||||
Frequency of periodic payment | The Notes will mature 24 months from the initial closing date unless earlier converted or prepaid. | |||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | 10.00% | ||||
Debt Instrument, Convertible, Conversion Price | $ 2.50 | $ 2.50 | ||||
Stock Issued During Period, Value, Conversion of Convertible Securities | $ 10,000,000 | |||||
Class A Warrants [Member] | ||||||
Short-term Debt [Line Items] | ||||||
Sale of stock amount | $ 74,945 | |||||
Warrants to purchase common shares | 29,978 | |||||
Warrants term | 5 years | |||||
Warrant description | to purchase shares of the Company’s Common stock at an exercise price equal to the lower of (i) $3.13 or (ii) the Automatic Conversion Price (initially $2.50); provided, however, that the exercise price shall not be less than $1.00 (except as the result of antidilution adjustments). Company may force the exercise of the Class A Warrants if, at any time following the sixty day anniversary of the final closing date or termination of the offering, (i) the shares issuable upon exercise of the Class A Warrants are registered or the purchasers otherwise have the ability to trade the underlying shares without restriction, (ii) the 20-day volume-weighted daily average price of the Company’s Common Stock exceeds $6 per share, and (iii) the average daily trading volume is at least $1,000,000 shares during such 20-day period. The Class A Warrants contain customary antidilution adjustments and additionally, if after the issuance date of the Class A Warrants, the Company issues or sells any shares of common stock (other than in the Qualified Financing or exempted securities) or issues any rights, warrants, or options, without consideration or for consideration per share less than the exercise price of the Warrants, then the exercise price of the Warrants shall be reduced to an exercise price equal to the consideration paid per share | |||||
Class A Warrants [Member] | Subsequent Event [Member] | ||||||
Short-term Debt [Line Items] | ||||||
Sale of stock amount | $ 1,100,000 | |||||
Class B Warrants [Member] | ||||||
Short-term Debt [Line Items] | ||||||
Warrants to purchase common shares | 29,978 | |||||
Warrants term | 5 years | |||||
Warrant description | to purchase shares of the Company’s common stock at an exercise price equal $5.00 per share. The Company may force the exercise of the Class B Warrants if, at any time following the sixty day anniversary of the initial closing date, (i) the shares issuable upon exercise of the Class B Warrants are registered or the purchasers otherwise have the ability to trade the underlying shares without restriction, (ii) the 20-day volume-weighted daily average price of the Company’s Common Stock exceeds $8 per share, and (iii) the average daily trading volume is at least $1,000,000 during such 20-day period. The Class B Warrants contain customary antidilution adjustments but do not contain price based antidilution protection | |||||
Unit Purchase Agreement [Member] | Subsequent Event [Member] | ||||||
Short-term Debt [Line Items] | ||||||
Sale of stock shares | 440,000 | |||||
Unit Purchase Agreement [Member] | Note [Member] | ||||||
Short-term Debt [Line Items] | ||||||
Sale of stock shares | 4,000,000 | |||||
Sale of Stock, Price Per Share | $ 2.50 | $ 2.50 | ||||
Debt description | Each Unit is comprised of (i) a convertible promissory note(the “Note”) convertible into common stock of the Company, (ii) a warrant to purchase one share of common stock of the Company (the ‘Class A Warrant’); and (iii) a second warrant to purchase common stock of the Company (the “Class B Warrant”) | |||||
Unit Purchase Program [Member] | ||||||
Short-term Debt [Line Items] | ||||||
Sale of stock shares | 440,000 | |||||
Unit Purchase Program [Member] | Subsequent Event [Member] | ||||||
Short-term Debt [Line Items] | ||||||
Proceeds from Notes Payable | $ 1,100,000 | |||||
Sale of stock amount | $ 1,100,000 | |||||
Unit Purchase Program [Member] | Class A Warrants [Member] | Subsequent Event [Member] | ||||||
Short-term Debt [Line Items] | ||||||
Warrants to purchase common shares | 440,000 | |||||
Unit Purchase Program [Member] | Class B Warrants [Member] | Subsequent Event [Member] | ||||||
Short-term Debt [Line Items] | ||||||
Warrants to purchase common shares | 440,000 |
SCHEDULE OF STOCK OPTION ACTIVI
SCHEDULE OF STOCK OPTION ACTIVITY (Details) | 6 Months Ended |
Jun. 30, 2021USD ($)$ / sharesshares | |
Equity [Abstract] | |
Number of Options, Outstanding Beginning Balance | shares | 3,800,943 |
Weighted Average Exercise Price, Outstanding Beginning Balance | $ / shares | $ 1.36 |
Number of Options, Granted | shares | 732,500 |
Weighted Average Exercise Price, Granted | $ / shares | $ 1.25 |
Number of Options, Exercised | shares | |
Weighted Average Exercise Price, Exercised | $ / shares | |
Number of Options, Forfeited | shares | (412,500) |
Weighted Average Exercise Price, Forfeited | $ / shares | $ 1.25 |
Number of Options, Outstanding Ending Balance | shares | 4,120,943 |
Weighted Average Exercise Price, Outstanding Ending Balance | $ / shares | $ 1.36 |
Weighted Average Contractual Term, Outstanding Ending Balance | 8 years 9 months 25 days |
Total Intrinsic Value, Ending Balance | $ | $ 388,350 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number | shares | 3,082,402 |
Weighted Average Exercise Price, Exercisable | $ / shares | $ 1.39 |
STOCKHOLDERS_ EQUITY (Details N
STOCKHOLDERS’ EQUITY (Details Narrative) - $ / shares | Jan. 13, 2021 | Jun. 30, 2021 | Dec. 31, 2020 | Dec. 30, 2020 | Sep. 25, 2020 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
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, shares authorized | 75,000,000 | 75,000,000 | |||
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | ||
Common stock, shares, issued | 35,928,188 | 35,928,188 | |||
Common stock, shares, outstanding | 35,928,188 | 35,928,188 | |||
Stock issued for exercised of options | |||||
Expected life | 10 years | 10 years | |||
Expected volatility rate minimum | 179.31% | 179.31% | |||
Expected volatility rate maximum | 304.44% | 304.44% | |||
Expected dividends rate | 0.00% | 0.00% | |||
Risk-free interest rate | 0.93% | 0.93% | |||
Class of Warrant or Right, Outstanding | 3,393,651 | ||||
Minimum [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Exercise price | $ 1.01 | $ 1.01 | |||
Maximum [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Exercise price | $ 1.50 | $ 1.37 | |||
Stock Incentive Plan [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock issued for exercised of options | 5,300,000 | 512,500 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | May 27, 2021 | Jul. 31, 2021 | May 31, 2021 |
Subsequent Event [Line Items] | |||
Sale of stock share | 29,978 | ||
Proceeds from Notes Payable | $ 74,945 | ||
Class A Warrants [Member] | |||
Subsequent Event [Line Items] | |||
Sale of stock value | $ 74,945 | ||
Warrants to purchase common stock | 29,978 | ||
Class B Warrants [Member] | |||
Subsequent Event [Line Items] | |||
Warrants to purchase common stock | 29,978 | ||
Subsequent Event [Member] | Class A Warrants [Member] | |||
Subsequent Event [Line Items] | |||
Sale of stock value | $ 1,100,000 | ||
Unit Purchase Program [Member] | |||
Subsequent Event [Line Items] | |||
Sale of stock share | 440,000 | ||
Unit Purchase Program [Member] | Subsequent Event [Member] | |||
Subsequent Event [Line Items] | |||
Proceeds from Notes Payable | $ 1,100,000 | ||
Sale of stock value | $ 1,100,000 | ||
Unit Purchase Program [Member] | Subsequent Event [Member] | Class A Warrants [Member] | |||
Subsequent Event [Line Items] | |||
Warrants to purchase common stock | 440,000 | ||
Unit Purchase Program [Member] | Subsequent Event [Member] | Class B Warrants [Member] | |||
Subsequent Event [Line Items] | |||
Warrants to purchase common stock | 440,000 |