STOCKHOLDERS’ EQUITY | NOTE 10 - STOCKHOLDERS’ EQUITY a) Preferred stock The Company is authorized to issue a total number of 25,000,000 0.001 no b) Common stock The Company is authorized to issue a total number of 75,000,000 0.001 As of September 30, 2021 and December 31, 2020, there were 35,928,188 c) Options On January 13, 2021, the Board of Directors approved the Marizyme’s 2021 Stock Incentive Plan (“SIP”). The SIP incorporates stock options issued prior to January 13, 2021. The SIP authorized 5,300,000 1,527,183 During the nine months ended September 30, 2021, the company granted 732,500 1,340,000 SCHEDULE OF SHARE BASED STOCK OPTION VALUATION ASSUMPTIONS 2021 2020 Risk-free interest rate 0.69 % 0.93 % Volatility 232.69 % 241.88 % Exercise price $ 1.25 $ 1.37 Dividend yield 0 % 0 % Forfeiture rate 0 % 0 % Expected life (years) 3 10 The Company recognizes forfeitures as they occur. The summary of option activity for the nine months ended September 30, 2021 is as follows: SCHEDULE OF STOCK OPTION ACTIVITY Number of Weighted Weighted Total Intrinsic Outstanding at December 31, 2019 2,715,000 $ 1.50 9.48 $ N/A 1 Granted 1,340,000 1.25 Exercised (254,057 ) 1.02 Outstanding at December 31, 2020 3,800,943 $ 1.36 8.82 $ 123,600 Granted 732,500 1.25 Forfeited (760,626 ) 1.25 Outstanding at September 30, 2021 3,772,817 $ 1.37 8.13 $ 97,850 Exercisable at September 30, 2021 3,074,476 $ 1.39 3.77 $ 97,850 1 SCHEDULE OF OPTIONS OUTSTANDING AND EXERCISABLE Number of Number of Remaining Exercise Options Options Life in Intrinsic Price Outstanding Exercisable Term Years Value $ 1.01 515,000 515,000 10 7.93 8.03 $ 123,600 $ 1.25 890,000 14,167 10 9.81 9.92 - $ 1.37 200,000 30,000 10 9.63 - $ 1.50 2,195,943 2,195,943 10 8.53 - 3,800,943 2,755,110 $ 123,600 d) Warrants The warrant activity for the periods presented is as follows: SCHEDULE OF OPTIONS OUTSTANDING AND ISSUED Number Weighted Average December 30, 2019 113,637 $ 3.00 Issued on Somah acquisition (Note 4) 3,000,000 5.00 Issued 280,014 1.38 December 30, 2020 3,393,651 $ 2.13 Issued 1,044,396 2.25 September 30, 2021 4,438,047 $ 2.16 During the three and nine months ended September 30, 2021, the Company issued the following: On May 27, 2021, pursuant to the Unit Purchase Agreement (Note 9) the Company issued Class A Warrants for the purchase of 29,978 29,978 3.13 five years 5.00 five years In July 2021 pursuant to the May Unit Purchase Agreement the Company issued Class A Warrants for 440,000 440,000 On September 29, 2021, pursuant to the modification to the Unit Purchase Agreement as described in Note 9, all Class A and Class B warrants were replaced with an aggregate of 1,044,396 pro-rata Class C warrants. The warrants have a strike price of 2.25 per share and a term of five years . The detachable warrants issued were accounted for as an equity instrument and were ascribed the fair market value of $571,807 using the residual fair value allocation method. During the year end December 31, 2020, the Company issued the following: On July 31, 2020, the Company completed the Somah Acquisition (Note 4) whereas 10,000,000 3,000,000 5.00 five years 0.40 1,200,000 On September 25, 2020, the Company issued two warrants for services. The warrants were to purchase for 168,008 112,006 1.375 five years 0.9062 152,249 101,500 253,749 e) Stock-based compensation During the three and nine month ended September 30, 2021, the Company recorded $ 64,074 and $ 593,116 , respectively, in non-cash share-based compensation (September 30, 2020 - $ 1,107,085 and $ 1,674,200 respectively). Additionally, the Company recognized $ 33,333 of stock-based compensation on restricted common stock in the nine months ended September 30, 2021. As of September 30, 2021, the Company had $ 652,932 2.44 | NOTE 10 – STOCKHOLDERS’ EQUITY Preferred stock Our Articles of Incorporation authorize the issuance of 25,000,000 0.001 As of December 31, 2020, and 2019, there were no Common stock Our Articles of Incorporation authorize the issuance of 75,000,000 0.001 As of December 31, 2020, there were 35,928,188 19,858,939 The following transactions in the Company’s common stock were completed in the year ended December 31, 2020: On January 9, 2020, the Company issued 125,000 126,250 On April 6, 2020, the Company issued 160,000 160,000 161,600 On April 6, 2020, the Company issued 5,000 5,050 On April 6, 2020, the Company issued 15,000 15,150 On June 8, 2020, the Company issued 20,000 20,200 On July 28, 2020, the Company issued 64,057 59,453 On July 28, 2020, the Company issued 20,000 25,000 On July 31, 2020, the Company completed the Soma Acquisition (see Note 3) whereas 10,000,000 3,000,000 12,500,000 1,932,300 On August 3, 2020, the Company completed an initial closing of a private placement (the “Private Placement”) with certain accredited investors (the “Investors”) pursuant to which the Company sold and issued to the Investors an aggregate of 4,609,984 1.25 In consideration for services rendered as the placement agent in the Private Placement, on August 2, 2020, the Company paid Univest Securities LLC cash commissions totaling $ 460,999 57,625 31,250 229,499 1.375 100 On September 1, 2020, the Company issued 40,000 one On September 25, 2020, the Company closed on the second tranche of funding in the gross amount of $ 1,237,760 990,208 1,116,566 On October 1, 2020, the Company entered into a consulting agreement which had various compensation requirements, including the issuance of 20,000 shares of common stock (valued at $ 1.25 36,364 1.375 The following transactions in the Company’s capital stock were completed in the year ended December 31, 2019: On June 12, 2019, the Company issued 90,910 1.10 100,000 27,727 0.9016 25,000 3.00 Options The summary of option activity for the years ended December 31, 2020 and 2019 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, 2018 265,000 $ 1.50 Granted 2,450,000 $ 1.01 Exercised - $ - Forfeited - $ - Outstanding at December 31, 2019 2,715,000 $ 1.50 Granted 1,340,000 $ 1.25 Exercised (254,057 ) $ 1.02 Forfeited - $ - Outstanding at December 31, 2020 3,800,943 $ 1.36 8.82 $ 123,600 Exercisable at December 31, 2020 2,755,110 $ 1.40 The fair value of each stock option was estimated using the Black Scholes pricing model which takes into account as of the grant date the exercise price (ranging from $ 1.01 1.37 10 179.31 304.44 0 .93 The following stock options were granted during the past year: On January 9, 2020, the Company issued 250,000 1.01 10 25,000 222,385 1.01 On August 18, 2020, the Company issued 200,000 1.37 10 eighteen months 66,024 1.25 175,000 On October 22, 2020, the Company issued 50,000 three 1.25 10 2,604 1.2453 59,671 On October 22, 2020, the Company issued 120,000 three 1.25 10 6,250 On March 5, 2021, the Company accelerated the vesting to 50% as of this date and the remaining 50% as of October 22, 2021 (see Note 12 1.2453 143,210 On October 30, 2020, the Company issued 125,000 three 1.25 10 6,510 1.2454 149,189 On November 1, 2020, Dr. Neil J. Campbell executed an employment agreement and was named as chief executive officer, president and director. He received 500,000 three years 1.25 10 26,042 1.2454 596,754 On November 9, 2020, the Company issued 15,000 three years 1.25 10 868 1.2445. 17,806 On December 1, 2020, the Company issued 40,000 three years 1.25 10 2,083 1.2462 47,771 On December 2, 2020, the Company issued 40,000 three years 1.25 10 1,330 1.2461. 47,767 The weighted average grant date fair value of options granted during 2020 was $ 1.25 As of December 31, 2020, the total unamortized stock-based compensation expense amounted to $ 1,237,167 As of December 31, 2020, the number of options outstanding and exercisable are as follows including weighted average inputs used in calculating stock-based compensation: SCHEDULE OF OPTIONS OUTSTANDING AND EXERCISABLE Number of Number of Remaining Exercise Options Options Life in Intrinsic Price Outstanding Exercisable Term Years Value $ 1.01 515,000 515,000 10 7.93 8.03 $ 123,600 $ 1.25 890,000 14,167 10 9.81 9.92 - $ 1.37 200,000 30,000 10 9.63 - $ 1.50 2,195,943 2,195,943 10 8.53 - 3,800,943 2,755,110 $ 123,600 Warrants On June 12, 2019, as part of a financing, the Company issued warrants to purchase 113,637 3 three years On July 31, 2020, the Company completed the Somah Acquisition (see Note 4) whereas 10,000,000 3,000,000 5.00 0.6441 1,932,300 On September 25, 2020, the Company issued two warrants for services. The warrants were to purchase for 168,008 112,006 1.375 five years 0.9062 152,249 101,500 253,749 As of December 31, 2020, there are 3,393,651 |