Marizyme (MRZM) 10-Q 14 Nov 22 2022 Q3 Quarterly report Financial data

Cover

Cover - shares	9 Months Ended
	Sep. 30, 2022	Nov. 14, 2022
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Sep. 30, 2022
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2022
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	(925)
Local Phone Number	400-3123
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		40,528,191

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets - USD ($)	Sep. 30, 2022	Dec. 31, 2021
Current
Cash	$ 1,182,248	$ 4,072,339
Accounts receivable	54,225	8,650
Other receivables	14,134	41,307
Prepaid expenses	839,818	257,169
Inventory	251,187	22,353
Total current assets	2,341,612	4,401,818
Non-current
Property, plant and equipment, net	12,613	12,817
Operating lease right-of-use assets, net	1,576,445	1,158,776
Intangible assets, net	52,235,313	52,866,192
Prepaid royalties, non-current	339,091	339,091
Deposits	30,000	30,000
Goodwill	7,190,656	7,190,656
Total non-current assets	61,384,118	61,597,532
Total assets	63,725,730	65,999,350
Current
Accounts payable and accrued expenses	848,345	1,596,147
Note payable	213,563	127,798
Due to related parties	123,266	1,132,634
Operating lease obligations	420,913	277,142
Total current liabilities	1,606,087	3,133,721
Non-current
Operating lease obligations, net of current portion	1,155,532	881,634
Note payable, net of current portion		469,252
Convertible notes	1,648,795	26,065
Derivative liabilities	4,923,725	2,485,346
Contingent liabilities	13,444,000	11,313,000
Total non-current liabilities	21,172,052	15,175,297
Total liabilities	22,778,139	18,309,018
Commitments and contingencies (Note 10)
Stockholders’ equity:
Preferred stock, $0.001 par value, 25,000,000 shares authorized, no shares issued and outstanding as of September 30, 2022 and December 31, 2021
Common stock, par value $0.001, 75,000,000 shares authorized, issued and outstanding shares - 40,828,188 and 40,528,188 at September 30, 2022 and December 31, 2021, respectively	40,828	40,528
Additional paid-in capital	103,331,833	95,473,367
Accumulated deficit	(62,425,070)	(47,823,563)
Total stockholders’ equity	40,947,591	47,690,332
Total liabilities and stockholders’ equity	$ 63,725,730	$ 65,999,350

Condensed Consolidated Balanc_2

Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	Sep. 30, 2022	Dec. 31, 2021
Statement of Financial Position [Abstract]
Preferred stock, par value	$ 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 value	$ 0.001	$ 0.001
Common stock, shares authorized	75,000,000	75,000,000
Common stock, shares issued	40,828,188	40,528,188
Common stock, shares outstanding	40,828,188	40,528,188

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Income Statement [Abstract]
Revenue	$ 76,012	$ 37,215	$ 137,821	$ 271,952
Operating expenses:
Direct cost of revenue	15,503	18,356	26,528	168,419
Professional fees (includes related party amounts of $155,000 $90,000, $422,000, and $270,000 respectively)	303,574	460,378	1,721,479	1,445,004
Salary expenses	330,221	517,192	2,147,967	2,084,430
Research and development	708,220	241,748	3,297,986	877,936
Stock-based compensation	271,517	64,074	1,664,191	626,449
Depreciation and amortization	210,361	1,425	631,083	5,849
Other general and administrative expenses	469,656	489,820	1,478,726	944,248
Total operating expenses	2,309,052	1,792,993	10,967,960	6,152,335
Total operating loss	(2,233,040)	(1,755,778)	(10,830,139)	(5,880,383)
Other income (expense)
Interest and accretion expenses	(810,598)	(70,221)	(1,640,368)	(74,410)
Change in fair value of contingent liabilities	1,491,000	194,000	(2,131,000)	472,000
Total other income (expense)	680,402	123,779	(3,771,368)	397,590
Net loss	$ (1,552,638)	$ (1,631,999)	$ (14,601,507)	$ (5,482,793)
Loss per share – basic and diluted	$ (0.04)	$ (0.05)	$ (0.36)	$ (0.15)
Weighted average number of shares of common stock outstanding – basic and diluted	40,828,188	35,928,188	40,762,254	35,928,188

Condensed Consolidated Statem_2

Condensed Consolidated Statements of Operations (Unaudited) (Parenthetical) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Income Statement [Abstract]
Professional fees related parties	$ 155,000	$ 90,000	$ 422,000	$ 270,000

Condensed Consolidated Statem_3

Condensed Consolidated Statements of Changes in Stockholders' Equity (Unaudited) - USD ($)	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total
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			(2,211,866)	(2,211,866)
Ending balance, value at Mar. 31, 2021	$ 35,928	82,411,719	(39,037,500)	43,410,147
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
Net loss				(5,482,793)
Ending balance, value at Sep. 30, 2021	$ 35,928	82,509,957	(42,308,427)	40,237,458
Ending balance, shares at Sep. 30, 2021	35,928,188
Beginning balance, value at Mar. 31, 2021	$ 35,928	82,411,719	(39,037,500)	43,410,147
Beginning balance, shares at Mar. 31, 2021	35,928,188
Stock-based compensation expense		194,657		194,657
Net loss			(1,638,928)	(1,638,928)
Adjustment of warrants value in connection with finalizing the business combination		(732,300)		(732,300)
Ending balance, value at Jun. 30, 2021	$ 35,928	81,874,076	(40,676,428)	41,233,576
Ending balance, shares at Jun. 30, 2021	35,928,188
Stock-based compensation expense		64,074		64,074
Net loss			(1,631,999)	(1,631,999)
Warrants issued in connection with convertible notes		571,807		571,807
Ending balance, value at Sep. 30, 2021	$ 35,928	82,509,957	(42,308,427)	40,237,458
Ending balance, shares at Sep. 30, 2021	35,928,188
Beginning balance, value at Dec. 31, 2021	$ 40,528	95,473,367	(47,823,563)	47,690,332
Beginning balance, shares at Dec. 31, 2021	40,528,188
Stock-based compensation expense		716,432		716,432
Net loss			(6,124,885)	(6,124,885)
Issuance of warrants		2,969,916		2,969,916
Exercise of warrants	$ 300	2,700		3,000
Exercise of warrants, shares	300,000
Ending balance, value at Mar. 31, 2022	$ 40,828	99,162,415	(53,948,448)	45,254,795
Ending balance, shares at Mar. 31, 2022	40,828,188
Beginning balance, value at Dec. 31, 2021	$ 40,528	95,473,367	(47,823,563)	47,690,332
Beginning balance, shares at Dec. 31, 2021	40,528,188
Net loss				(14,601,507)
Ending balance, value at Sep. 30, 2022	$ 40,828	103,331,833	(62,425,070)	40,947,591
Ending balance, shares at Sep. 30, 2022	40,828,188
Beginning balance, value at Mar. 31, 2022	$ 40,828	99,162,415	(53,948,448)	45,254,795
Beginning balance, shares at Mar. 31, 2022	40,828,188
Stock-based compensation expense		676,242		676,242
Net loss			(6,923,984)	(6,923,984)
Issuance of warrants		2,341,659		2,341,659
Ending balance, value at Jun. 30, 2022	$ 40,828	102,180,316	(60,872,432)	41,348,712
Ending balance, shares at Jun. 30, 2022	40,828,188
Stock-based compensation expense		271,517		271,517
Net loss			(1,552,638)	(1,552,638)
Issuance of warrants		880,000		880,000
Ending balance, value at Sep. 30, 2022	$ 40,828	$ 103,331,833	$ (62,425,070)	$ 40,947,591
Ending balance, shares at Sep. 30, 2022	40,828,188

Condensed Consolidated Statem_4

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021
Cash flows from operating activities:
Net loss	$ (14,601,507)	$ (5,482,793)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	631,083	(76,013)
Stock-based compensation	1,664,191	593,116
Stock-based compensation - restricted common stock		33,333
Interest and accretion on convertible notes and notes payable	1,637,951	74,410
Issuance of warrants for services	1,850,533
Change in fair value of contingent liabilities	2,131,000	(472,000)
Change in operating assets and liabilities:
Accounts and other receivables	(18,402)	(55,706)
Prepaid expenses	(582,649)	38,057
Inventory	(228,834)	40,950
Accounts payable and accrued expenses	(740,034)	721,078
Due to related parties	(1,009,368)	272,530
Net cash used in operating activities	(9,266,036)	(4,313,038)
Cash flows from financing activities:
Proceeds from promissory notes, net of issuance cost	6,500,743	1,060,949
Proceeds from promissory notes, due to related parties		366,000
Repayment of notes payable	(127,798)
Proceeds from exercise of warrants	3,000
Net cash provided by financing activities	6,375,945	1,426,949
Net change in cash	(2,890,091)	(2,886,089)
Cash at beginning of period	4,072,339	2,902,762
Cash at end of period	1,182,248	16,673
Supplemental disclosure of cash flow information:
Cash paid for interest
Cash paid for taxes
Non-cash investing and financing activities:
Derivative liabilities and debt discount issued in connection with convertible notes	2,438,379	391,648
Warrants and debt discount issued in connection with convertible notes	4,341,042	571,807
Settlement of notes payable with convertible notes	278,678
Contingent liabilities		$ 9,926,000

DESCRIPTION OF BUSINESS

DESCRIPTION OF BUSINESS	9 Months Ended
	Sep. 30, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
DESCRIPTION OF BUSINESS	NOTE 1 – DESCRIPTION OF BUSINESS Marizyme, Inc. (the “Company” or “Marizyme”) is a Nevada March 20, 2007 On March 21, 2018, the Company’s name was changed to Marizyme, Inc., to reflect the new life sciences focus. Marizyme’s common stock is currently quoted on the OTC Markets’ QB tier under the symbol “MRZM”.

GOING CONCERN

GOING CONCERN	9 Months Ended
	Sep. 30, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
GOING CONCERN	NOTE 2 – GOING CONCERN The Company’s unaudited condensed consolidated financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. However, the Company does not have an established source of revenues sufficient to cover its operating costs and to allow it to continue as a going concern. The Company, since its inception, has incurred recurring operating losses and negative cash flows from operations and has an accumulated deficit of $ 62,425,070 47,823,563 735,525 1,268,097 1,182,248 4,072,339 Under the going concern assumption, an entity is ordinarily viewed as continuing its business for the foreseeable future with neither the intention or necessity of liquidation, ceasing trading, or seeking protection from creditors pursuant to the laws and regulations. Accordingly, assets and liabilities are recorded on the basis that the entity will be able to realize its assets and discharge its liabilities in the normal course of business. The ability of the Company to continue as a going concern is dependent upon its ability to continue to successfully develop its intangible assets, receive a clearance from the U.S. Food and Drug Administration (the “FDA”) to extend the selling of the products into the U.S. market which will allow the Company to attain profitable operations. During the next twelve months, the Company’s foreseeable cash requirements will relate to continuous operations of its business, maintaining its good standing and making the required filing with the Securities and Exchange Commission (the “SEC”), and the payment of expenses associated with its product development. The Company may experience a cash shortfall and be required to raise additional capital. Management intends to raise additional funds by way of a private or public offerings. While the Company believes in the viability of its strategy to continue to develop and expand its products and generate sufficient revenue and in its ability to raise additional funds, there can be no assurances to that effect. The ability of the Company to continue as a going concern is dependent upon the Company’s ability to further implement its business plan and generate sufficient revenue and its ability to raise additional funds by way of a public or private offering. The unaudited condensed consolidated financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	9 Months Ended
	Sep. 30, 2022
Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation and Principles of Consolidation The accompanying unaudited condensed consolidated financial statements include the consolidated accounts of the Company and its wholly owned subsidiaries: My Health Logic Inc (“My Health Logic” or “MHL”), Somahlution, Inc. (“Somahlution”), Somaceutica, Inc. (“Somaceutica”), (collectively – “Somah”), and Marizyme Sciences, Inc. (“Marizyme Sciences”). All intercompany transactions have been eliminated on consolidation. The accompanying unaudited condensed consolidated financial statements included in this Quarterly Report on Form 10-Q have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The unaudited condensed consolidated financial statements presented in this Quarterly Report should be read in conjunction with the consolidated financial statements and accompanying notes included in the Company’s Annual Report on Form 10-K filed with the SEC on March 31, 2022 (the “2021 Form 10-K”). The condensed consolidated balance sheet as of December 31, 2021 was derived from audited consolidated financial statements included in the 2021 Form 10-K but does not include all disclosures required by U.S. GAAP for complete financial statements. The Company’s significant accounting policies are described in Note 1 to those consolidated financial statements. Interim results may not be indicative of the results that may be expected for the full year or any future periods. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted from these interim financial statements. The unaudited condensed consolidated financial statements reflect all adjustments which in the opinion of management are necessary to fairly present the results of operations, financial condition, cash flows and stockholders’ equity for the periods indicated. Except as otherwise disclosed, all such adjustments are of a normal recurring nature. Deferred Offering Cost The Company capitalizes certain legal, professional accounting and other third-party fees that are directly associated with in-process capital stock financings as deferred offering costs until such financings are consummated. After consummation of the financing, these costs are recorded in stockholders’ equity (deficit) as a reduction of additional paid-in capital generated as a result of the offering. Should a planned equity financing be abandoned, the deferred offering costs will be expensed immediately as a charge to operating expenses in the statements of operations. The Company had no deferred offering costs as of December 31, 2021. As of September 30, 2022, the Company had recorded deferred offering costs of $ 271,240 Use of Estimates The preparation of the condensed consolidated financial statements in accordance with U.S. GAAP requires management to make use of certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the condensed consolidated financial statements and the reported amounts of revenue and expenses during the reported periods. The Company bases its estimates on historical experience and on various other assumptions that management believes are reasonable under the circumstances, the results of which form the basis for making judgments about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results could differ from those estimates. Significant estimates are related to the allocation of the purchase price in a business combination to the underlying assets and liabilities, recoverability of long-term assets including intangible assets and goodwill, amortization expense, valuation of warrants, stock-based compensation, derivative liabilities, contingent liabilities and deferred tax valuations. Fair Value Measurements The Company uses the fair value hierarchy to measure the value of its financial instruments. The fair value hierarchy is based on inputs to valuation techniques that are used to measure fair value that are either observable or unobservable. Observable inputs reflect assumptions market participants would use in pricing an asset or liability based on market data obtained from independent sources, while unobservable inputs reflect a reporting entity’s pricing based upon its own market assumptions. The basis for fair value measurements for each level within the hierarchy is described below: ● Level 1 – Quoted prices for identical assets or liabilities in active markets. ● Level 2 – Quoted prices for identical or similar assets and liabilities in markets that are not active; or other model-derived valuations whose inputs are directly or indirectly observable or whose significant value drivers are observable. ● Level 3 – Valuations derived from valuation techniques in which one or more significant inputs to the valuation model are unobservable and for which assumptions are used based on management estimates. The Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible and considers counterparty credit risk in its assessment of fair value. The carrying amounts of certain accounts and other receivables, accounts payable and accrued expenses, notes payable, and amounts due to related parties approximate fair value due to the short-term nature of these instruments. The fair value of lease obligations is determined using discounted cash flows based on the expected amounts and timing of the cash flows discounted using a market rate of interest adjusted for appropriate credit risk. The contingent liabilities assumed on the acquisition of Somah in 2020 consist of present values of royalty payments, performance warrants and pediatric voucher warrants, future rare pediatric voucher sales, and liquidation preference. Management measured these contingencies in accordance with Level 3 of the fair value hierarchy. i. The performance warrants and pediatric vouchers warrants liabilities were valued using a Monte Carlo simulation model utilizing the following weighted average assumptions: risk free rate of 1.19 69.62 0 5.96 1,999,000 899,000 5,251,000 4,352,000 ii. The present value of royalty payments was measured using the scenario-based methodology. In assessing the value attributed to the royalty payments, the estimated future cash flows were discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the revenue from net sales of the product. The cash flows derived from the Company’s fifteen-year strategic plan are based on managements’ expectations of market growth, industry reports and trends, and past performances. These projections are inherently uncertain due to the evolving impact of the COVID-19 pandemic. The discounted cash flow model included projections surrounding revenue, discount rates, and growth rates. The discount rates used to calculate the present value of royalty payments reflect specific risks of the Company and market conditions and the mid-range was estimated at 20.6 516,000 1,288,000 5,276,000 3,988,000 iii. Rare pediatric voucher sales liability was valued based on the scenario-based methodology where the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset – 20.6 8,000 56,000 1,094,000 1,150,000 iv. The present value of liquidation preference liability, included in the contingent consideration, was determined using the Black-Scholes option pricing method and represents the fair value of the maximum payment amount according to the agreement. The following assumptions were used in the Black-Scholes option pricing model: risk free rate of 0.21 78.93 0 5 1,823,000 1,823,000 The derivative liabilities consist of optional and automatic conversion features and the share redemption feature attached to the convertible notes, issued pursuant to the Unit Purchase Agreement (Note 7). The Company has no financial assets measured at fair value on a recurring basis. None of the Company’s non-financial assets or liabilities are recorded at fair value on a non-recurring basis. No transfers between levels have occurred during the periods presented. Marizyme measures the following financial instruments at fair value on a recurring basis. As of September 30, 2022, and December 31, 2021, the fair values of these financial instruments were as follows: SCHEDULE OF FAIR VALUES OF FINANCIAL INSTRUMENTS Fair Value Hierarchy September 30, 2022 Level 1 Level 2 Level 3 Liabilities Derivative liabilities $ - $ - $ 4,923,725 Contingent liabilities - - 13,444,000 Total $ - $ - $ 18,367,725 Fair Value Hierarchy December 31, 2021 Level 1 Level 2 Level 3 Liabilities Derivative liabilities $ - $ - $ 2,485,346 Contingent liabilities - - 11,313,000 Total $ - $ - $ 13,798,346 The following table provides a roll forward of all liabilities measured at fair value using Level 3 significant unobservable inputs: RECONCILIATION OF LIABILITIES AT FAIR VALUE Derivative and Contingent Liabilities Balance at December 31, 2021 $ 13,798,346 Change in fair value of contingent liabilities 2,131,000 Derivative liabilities issued pursuant to Unit Purchase Agreement 2,438,379 Balance at September 30, 2022 $ 18,367,725 Research and Development Expenses and Accruals All research and development costs are expensed in the period incurred and consist primarily of salaries, payroll taxes, and employee benefits, for individuals involved in research and development efforts, external research and development costs incurred under agreements with contract research organizations and consultants to conduct and support the Company’s ongoing clinical trials of Duragraft, and costs related to manufacturing Duragraft for clinical trials. The Company has entered into various research and development contracts with various organizations. Payments of these activities are based on the terms of the individual agreements which matches to the pattern of costs incurred. Payments made in advance are reflected in the accompanying balance sheets as prepaid expenses. The Company records accruals for estimated costs incurred for ongoing research and development activities. When evaluating the adequacy of the accrued liabilities, the Company analyzes progress of the services, including the phase or completion of events, invoices received and contracted costs. Significant judgments and estimates may be required in determining the prepaid or accrued balances at the end of any reporting period. Actual results could differ from the Company’s estimates. Stock-Based Compensation Stock-based compensation expense for employees and directors is recognized in the Condensed Consolidated Statements of Operations based on estimated amounts, including the grant date fair value and the expected service period. For stock options, the Company estimates the grant date fair value using a Black-Scholes valuation model, which requires the use of multiple subjective inputs including estimated future volatility, expected forfeitures and the expected term of the awards. The Company estimate the expected future volatility based on the stock’s historical price volatility. The stock’s future volatility may differ from the estimated volatility at the grant date. For restricted stock unit (“RSU”) equity awards, the Company estimates the grant date fair value using it’s closing stock price on the date of grant. The Company recognizes the effect of forfeitures in compensation expense when the forfeitures occur. The estimated forfeiture rates may differ from actual forfeiture rates which would affect the amount of expense recognized during the period. The Company recognizes the value of the awards over the awards’ requisite service or performance periods. The requisite service period is generally the time over which share-based awards vest. Comparative Information To conform with the current period’s financial statement presentation, the Company reclassified certain professional fees, salaries, rent and repairs and maintenance expenses related to research and development activities for the three and nine months ended September 30, 2021, into the research and development expenses line item on the Condensed Consolidated Statements of Operations. Such reclassifications were not considered material and did not have any effect on the Company’s net loss for the three- and nine- month periods ended September 30, 2021.

ACQUISITION

ACQUISITION	9 Months Ended
	Sep. 30, 2022
Business Combination and Asset Acquisition [Abstract]
ACQUISITION	NOTE 4 – ACQUISITION My Health Logic Inc. On November 1, 2021, Marizyme entered into a definitive arrangement agreement with Health Logic Interactive Inc. (“HLII”) pursuant to which the Company would acquire all of the issued and outstanding common shares of My Health Logic, a wholly owned subsidiary of HLII, in exchange for common shares of Marizyme (the “Marizyme Shares”). Marizyme is dedicated to the acceleration, development and commercialization of medical technologies that promote patient health, therefore a strategic decision was made to acquire My Health Logic, which has provided Marizyme with access to MHL’s lab-on-chip technology platform and its patient-centric, digital point-of-care diagnostic device, MATLOC 1; and allowed for further growth and development of Marizyme’s portfolio of medical products. On December 22, 2021, Marizyme received the necessary regulatory, court and stock exchange approval to complete the acquisition of MHL resulting in a total of 4,600,000 230,000 11.35 40,528,188 In accordance with Accounting Standards Codification (“ASC”) 805-10 the substance of a transaction constitutes a business combination as the business of My Health Logic Inc. meets the definition of a business under the standard. Accordingly, the transaction was accounted for in accordance with the acquisition method of accounting, and the assets acquired, and the liabilities assumed have been recorded at their respective estimated fair values as of the acquisition date. The purchase price was based on management’s estimate of fair value of the common shares issued. According to ASC 805 the acquirer has a year from the date of acquisition to recognize measurement period adjustments. While Marizyme does not expect the carrying amount, the fair value, and the estimated useful life of identifiable assets and liabilities acquired, provided below, to change, the tax basis related to these intangible assets is not final and remains preliminary at September 30, 2022. Details of the carrying amount and the fair value of identifiable assets and liabilities acquired and purchase consideration paid were as follows: SCHEDULE OF PRELIMINARY ALLOCATION OF CONSIDERATION Consideration given up Common shares $ 7,774,000 Total consideration given up $ 7,774,000 Fair value of identifiable assets acquired, and liabilities assumed Net working deficit $ (613,156 ) Property, plant, and equipment 12,500 Intangible assets 6,600,000 Goodwill 1,774,656 Total identifiable assets $ 7,774,000 As a result of the My Health Logic acquisition, the Company acquired its lab-on-chip technology platform, its patient-centric, digital point-of-care diagnostic device - MATLOC 1 as well as patents rights and trademarks relating to it. In addition, the Company acquired ownership rights to MATLOC patents issued in the European Union, Canada, and the United States. The intangible assets acquired include: ● Trade name, with estimated remaining economic life of 14 ● Software, which enables customers to track and update their test results, with economic life of 15 ● Biotechnology intangible assets related to lab-on-chip technology, with estimated remaining economic life of 17 As part of the acquisition, Marizyme assumed an aggregate of $ 468,137 9 4,538 15,124 Nil Nil 278,678 213,563 469,252 Goodwill is attributed to the workforce and profitability of the acquired business and is not deductible for tax purposes. A residual method methodology was used to estimate the fair market value goodwill. A pre-tax discount rate based on weighted average cost of capital of 37.5 Pro-forma revenue, net income/(loss), and earnings per share are not presented for this acquisition as they are not material.

LEASES

LEASES	9 Months Ended
	Sep. 30, 2022
Leases
LEASES	NOTE 5 – LEASES On December 11, 2020, the Company entered into a 5.5 10,300 10,800 2.5 12,000 Effective April 1, 2022, the Company amended its lease agreement for administrative office and laboratories to add additional 3,053 15,260 15,641 2.5 12,000 17,500 3.83 The assets and liabilities from the lease were recognized at the lease commencement date based on the present value of remaining lease payments over the lease term using the discount rate of 3.95 The total rent expense for the three and nine months ended September 30, 2022 was $ 103,291 324,544 77,357 168,769 The following table summarizes supplemental balance sheet information related to the operating lease as of September 30, 2022, and December 31, 2021: SCHEDULE OF RIGHT-OF-USE ASSET AND RELATED LEASE LIABILITIES September 30, 2022 December 31, 2021 Right-of-use assets $ 1,576,445 $ 1,158,776 Operating lease liabilities, current $ 420,913 $ 277,142 Operating lease liabilities, non-current 1,155,532 881,634 Total operating lease liabilities $ 1,576,445 $ 1,158,776 As of September 30, 2022, the maturities of the lease liabilities for the periods ending December 31 are as follows: SCHEDULE OF MATURITIES OF THE LEASE LIABILITIES 2022 $ 103,291 2023 423,495 2024 434,082 2025 444,934 2026 266,034 Total lease payments 1,671,836 Less: Present value discount (95,391 ) Total $ 1,576,445

INTANGIBLE ASSETS

INTANGIBLE ASSETS	9 Months Ended
	Sep. 30, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
INTANGIBLE ASSETS	NOTE 6 – INTANGIBLE ASSETS Krillase As part of the asset acquisition of ACB Holding AB, Reg. No. 559119-5762, completed on September 12, 2018, Marizyme acquired all rights, titles, and interest in the Krillase technology, a group of intangible assets worth $ 28,600,000 DuraGraft As part of Somah acquisition in 2020, Marizyme purchased $ 18,170,000 My Health Logic As part of My Health Logic acquisition (see Note 4), Marizyme purchased MHL’s lab-on-chip technology platform and its patient-centric, digital point-of-care diagnostic device, MATLOC, fair valued at an aggregate amount of $ 6,600,000 SCHEDULE OF INTANGIBLE ASSETS AMORTIZATION EXPENSE September 30, 2022 December 31, 2021 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Krillase intangible assets $ 28,600,000 $ - $ 28,600,000 $ 28,600,000 $ - $ 28,600,000 Patents in process 122,745 - 122,745 122,745 - 122,745 DuraGraft patent 5,256,000 (875,999 ) 4,380,001 5,256,000 (572,768 ) 4,683,232 Duragraft - Distributor relationship 308,000 (66,733 ) 241,267 308,000 (43,633 ) 264,367 Duragraft IPR&D - Cyto Protectant Life Sciences 12,606,000 - 12,606,000 12,606,000 - 12,606,000 My Health Logic - Trade name 450,000 (24,911 ) 425,089 450,000 (804 ) 449,196 My Health Logic - Biotechnology 4,600,000 (209,706 ) 4,390,294 4,600,000 (6,765 ) 4,593,235 My Health Logic - Software 1,550,000 (80,083 ) 1,469,917 1,550,000 (2,583 ) 1,547,417 Total intangibles $ 53,492,745 $ (1,257,432 ) $ 52,235,313 $ 53,492,745 $ (626,553 ) $ 52,866,192 SCHEDULE OF GOODWILL Goodwill DuraGraft My Health Logic Total Balance, December 31, 2020 $ - $ - $ - Additions on acquisitions 5,416,000 1,774,656 7,190,656 Impairment - - Balance, December 31, 2021 and September 30, 2022 $ 5,416,000 $ 1,774,656 $ 7,190,656 The following changes to the Company’s intangible assets had taken place in the periods indicated: SCHEDULE OF INTANGIBLE ASSETS Balance, December 31, 2020 $ 42,278,211 Acquired in Somah Transaction 4,022,271 Acquired in My Health Logic Transaction 6,600,000 Additions 2,775 Amortization expense (37,065 ) Balance, December 31, 2021 $ 52,866,192 Amortization expense (630,879 ) Balance, September 30, 2022 $ 52,235,313 Future amortizations for Duragraft and My Health Logic intangible assets for the next five years will be $ 841,172 6,700,706

CONVERTIBLE PROMISSORY NOTES AN

CONVERTIBLE PROMISSORY NOTES AND WARRANTS	9 Months Ended
	Sep. 30, 2022
Debt Disclosure [Abstract]
CONVERTIBLE PROMISSORY NOTES AND WARRANTS	NOTE 7 - CONVERTIBLE PROMISSORY NOTES AND WARRANTS May 2021 Unit Purchase Agreement On May 27, 2021, Marizyme entered into a Unit Purchase Agreement to sell up to 4,000,000 2.50 Each Unit is comprised of (i) a convertible promissory note convertible into common stock of the Company, (ii) a warrant to purchase one share of common stock of the Company (the ‘Class A Warrant’); and (iii) a second warrant to purchase common stock of the Company (the “Class B Warrant”) In May 2021, the Company issued and sold 29,978 2.50 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 September 2021 Amended Unit Purchase Agreement On September 29, 2021, due to a lower common stock price, the Company, with the consent of all Unit holders, amended the May 2021 Unit Agreements. By rescinding their investment, the Unit holders agreed to amend the Unit Purchase Agreement resulted in the following significant changes to the offering: (i) Decreased the offering price under the Unit Purchase Agreement from $ 2.50 2.25 (ii) Decreased the conversion price from $ 2.50 2.25 (iii) Cancelled all Class A Warrants and Class B Warrants and replaced them with Class C Warrants. December 2021 Unit Purchase Agreement On December 21, 2021, the Company entered into a Unit Purchase Agreement (the “December UPA”) to sell up to 9,714,286 1.75 Each Unit is comprised of (i) a convertible promissory note convertible into common stock of the Company at an initial conversion price of $1.75 and, (ii) a warrant to purchase two shares of Common Stock at an initial purchase price of $2.25 per share (the new Class C Warrant) 3,438,572 1.75 6,000,000 December 2021 Exchange Agreements On December 21, 2021, in conjunction with a $ 6.0 (i) Decreased the offering price under the Unit Purchase Agreement from $ 2.25 1.75 (ii) Extended the maturity date of the notes to December 21, 2023 (iii) Decreased the conversion price from $ 2.25 1.75 (iv) Original Class C Warrants were exchanged for New Class C warrants with an exercise price of $ 2.25 200 The Company determined that the terms of the New Securities were substantially different from the Original Securities, and, as such the exchange of the Original Securities for the New Securities was accounted for as an extinguishment of debt on December 21, 2021, and the New Securities accounted for as a new debt issuance. As a result of this substantial modification, the total of 621,087 832,022 During the nine months ended September 30, 2022, the Company issued additional 4,180,071 7,315,138 4,180,071 159,245 22,857 171,428 The Company determined that the optional and automatic conversion feature and the share redemption feature attached to the convertible notes meet the definition of derivative liabilities and that the detachable warrants issued do not meet the definition of a liability and therefore will be accounted for as an equity instrument. The fair value of the warrants issued in the nine months ended September 30, 2022, of $ 4,341,042 4,299,649 2,438,379 2,485,346 During the three and nine months ended September 30, 2022, the Company recognized interest and accretion expense of $ 805,849 1,622,730 70,221 74,410 For the months ended September 30, 2022 and December 31, 2021, the Company had the following convertible notes, net of debt discount outstanding: SCHEDULE OF CONVERTIBLE NOTES Convertible Notes, Net of Debt Discount Balance, December 31, 2021 $ 26,065 Convertible notes issued - new securities 7,315,138 Issuance costs (535,717 ) Debt discount (6,779,421 ) Debt accretion 1,622,730 Balance, September 30, 2022 $ 1,648,795 SCHEDULE OF CONVERTIBLE NOTES NET OF DEBT DISCOUNT September 30, 2022 December 31, 2021 Convertible notes - total principal $ 14,771,177 $ 7,482,104 Unamortized issuance costs and discount (13,122,382 ) (7,456,039 ) Convertible notes, net of debt discount $ 1,648,795 $ 26,065 Convertible Notes Terms The Convertible Notes mature in 24 months from the initial closing date and accrue 10% of simple interest per annum on the outstanding principal amount The Convertible Notes principal and accrued interest can be converted at any time at the option of the holder at a conversion price of $1.75 per share (previously $2.25 per the September 2021 Amendment and originally $2.50 per the May Unit Purchase Agreement) 10,000,000 75 1.75 New Class C Warrants Terms ● Exercise price is the lower of (i) $ 2.25 75 2.25 ● Exercisable for a period of 5 ● Warrant Coverage: 200

STOCKHOLDERS_ EQUITY

STOCKHOLDERS’ EQUITY	9 Months Ended
	Sep. 30, 2022
Equity [Abstract]
STOCKHOLDERS’ EQUITY	NOTE 8 – 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 On August 1, 2022, the Board of Directors (the “Board”) of Marizyme approved a reverse stock split of the Company’s authorized and outstanding common stock at a ratio of 1-for-4. On August 3, 2022, the Company effected the reverse stock split by filing a Certificate of Change with the Secretary of State of the State of Nevada. As a result, the total number of shares of common stock held by each stockholder was converted automatically into the number of whole shares of common stock equal to the number of issued and outstanding shares of common stock held by such stockholder immediately prior to the reverse stock split, divided by four, subject to rounding of fractional shares. The Company expects that the reverse stock split will be reflected in the trading price of the common stock after the Financial Industry Regulatory Authority, Inc. (“FINRA”) completes its processing of the reverse stock split, which is expected to be the date on which the common stock is listed on the Nasdaq Capital Market tier operated by Nasdaq in the event that the Company’s listing application to Nasdaq is approved. As a result of the reverse stock split, there are approximately 10,207,212 As of September 30, 2022, and December 31, 2021, there were 40,828,188 40,528,188 300,000 c) Options On May 18, 2021, the Company’s Board of Directors approved the Marizyme, Inc. Amended and Restated 2021 Stock Incentive Plan (“SIP”). The SIP incorporates stock options issued prior to May 18, 2021. The SIP authorized 5,300,000 1,024,057 During the nine months ended September 30, 2022, the Company granted 400,000 1,532,500 The summary of option activity for the six months ended September 30, 2022, is as follows: SCHEDULE OF STOCK OPTION ACTIVITY Number of Options Weighted Average Exercise Price Weighted Average Contractual Life Total Intrinsic Value Outstanding at December 31, 2020 3,800,943 $ 1.36 8.82 Granted 1,532,500 1.51 Forfeited (1,682,500 ) 1.36 Outstanding at December 31, 2021 3,650,943 $ 1.24 8.34 $ 1,951,117 Granted 400,000 2.20 9.69 - Expired (62,502 ) 1.25 8.08 - Forfeited (62,498 ) 1.25 8.08 - Outstanding at September 30, 2022 3,925,943 1.33 7.79 2,344,489 Exercisable at September 30, 2022 3,050,664 $ 1.17 7.35 $ 2,256,558 As of September 30, 2022, the Company had the following options outstanding: SCHEDULE OF OPTIONS OUTSTANDING AND EXERCISABLE Exercise Price Number of Options Outstanding Number of Options Exercisable Weighted Average Remaining Contractual Years Intrinsic Value $ 1.01 1,985,943 1,985,943 6.68 $ 1,767,489 1.25 540,000 524,721 8.41 351,000 1.37 200,000 200,000 7.88 106,000 1.75 800,000 280,000 9.16 120,000 2.20 400,000 60,000 9.69 - $ 1.33 3,925,943 3,050,664 7.79 $ 2,344,489 d) Restricted Share Units As of September 30, 2022, the Company determined that the following performance condition attached to the restricted share awards granted in the fiscal 2021 were more likely than not to have been achieved: ● The Company will raise financing for the gross proceeds that equal or exceed $ 5,000,000 ● The Company will complete valuation reports for acquisition of Somah and My Health Logic. Therefore, compensation cost of $ 295,750 Nil e) Warrants As of September 30, 2022 and December 31, 2021, there were 20,969,751 12,144,838 SCHEDULE OF WARRANTS OUTSTANDING Number Weighted Average Price December 31, 2020 3,393,651 $ 4.63 Issued pursuant to Unit Purchase Agreement 8,521,187 2.25 Issued 230,000 1.39 December 31, 2021 12,144,838 $ 2.90 Issued pursuant to Unit Purchase Agreement 8,360,152 2.25 Issued 878,398 1.16 Exercised (300,000 ) 0.01 Expired (113,637 ) 3.00 September 30, 2022 20,969,751 $ 2.61 During the nine months ended September 30, 2022, the Company issued the following: On January 26 and February 14, 2022, in exchange for services of Mr. Richmond, the Company granted him 300,000 300,000 0.01 5 568,677 300,000 On June 26, 2022, the Company issued additional 347,039 231,359 578,398 1.75 5 1,281,854 769,113 512,471 In the nine months ended September 30, 2022, pursuant to the Unit Purchase Agreement the Company issued an aggregate of 8,360,152 2.25 five years f) Stock-based compensation During the three and nine months ended September 30, 2022, the Company recorded $ 271,517 1,664,191 64,074 626,449 1,323,100 1.71

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS	9 Months Ended
	Sep. 30, 2022
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	NOTE 9 – RELATED PARTY TRANSACTIONS As at September 30, 2022, the Company owed an aggregate of $ 123,266 1,132,634 ● The Company received consulting services from Mr. Maresca and pursuant to the agreement incurred $ 240,000 300,000 121,316 In the nine months ended September 30, 2022, the Company incurred and settled additional $ 133,797 149,178 Additionally, as part of the Somah acquisition in 2020, the Company recorded a prepaid royalty to the shareholders of Somahlution. The primary beneficial owner is Dr. Vithal Dhaduk, currently a director, and significant shareholder of the Company. As at September 30, 2022, the Company had $ 339,091 339,091

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	9 Months Ended
	Sep. 30, 2022
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	NOTE 10 – COMMITMENTS AND CONTINGENCIES Legal Matters On August 19, 2021, Dr. Neil Campbell, former President, Chief Executive Officer and director of the Company, and Bruce Harmon, former Chief Financial Officer and Secretary of the Company, each filed a Complaint and Demand for Jury Trial against the Company and Insperity Peo Services, L.P., a Delaware limited partnership (“Insperity”), a joint employer of Dr. Campbell and Mr. Harmon with the Company under a Client Service Agreement, dated November 30, 2020 (collectively, the “Campbell/Harmon Complaints”). Both Campbell/Harmon Complaints allege that the Company and Insperity violated Section 448.105 of the Florida Private Whistleblower Act as a result of the constructive terminations of Dr. Campbell and Mr. Harmon after the occurrence of violations federal and state law, including federal securities law, at the Company that exposed Dr. Campbell and Mr. Harmon to civil and criminal forms of liability and that the Company was not addressing to their satisfaction. Both Campbell/Harmon Complaints demand approximately $ 30,000 50,000 Contingencies a. On July 13, 2019, the Company signed a consulting agreement, whereby the individual will receive: ● $ 30,000 ● Option to purchase 250,000 1.50 ● Royalties based on sales of Krillase assets, equal to 10 b. As part of the DuraGraft Acquisition, completed on July 31, 2020, the Company entered into the Agreement with Somah stockholders, whereby Marizyme is legally obligated to pay royalties on all net sales for Somah, Inc. The royalties associated with the Agreement are calculated as follows: Royalties on U.S. sales equal to: ● 5 ● 4 ● 2 Royalties on sales outside of the U.S.: ● 6 ● 4 ● 2 The royalties are in perpetuity. During the nine months ended September 30, 2022, the Company had not earned any revenues from Krillase and did not have any sales of the DuraGraft products in U.S., therefore no royalties have been accrued or paid in the period. Upon receiving FDA clearance for the Duragraft product, the Company will: ● Issue performance warrants with a strike price determined based on the average of the closing prices of the Company’s common stock for the 30 calendar days following the date of the public announcement of the FDA approval; and ● Upon liquidation of all or substantially all of the assets relating to DuraGraft, the Company will pay 15 20 c. The Company has entered into arrangements for office and laboratories spaces. As of September 30, 2022, minimum lease payments in relation to lease commitments are payable as described in Note 5. Risks and Uncertainties Starting in late 2019, a novel strain of the coronavirus, or COVID-19, began to rapidly spread around the world and every state in the United States. At this time, there continues to be significant volatility and uncertainty relating to the full extent to which the COVID-19 pandemic and the various responses to it will impact the Company’s business, operations and financial results. Most states and cities have at various times instituted quarantines, restrictions on travel, “stay at home” rules, social distancing measures and restrictions on the types of businesses that could continue to operate, as well as guidance in response to the pandemic and the need to contain it. As a result, the COVID-19 pandemic may affect the operations of the FDA and other health authorities, including such authorities in Europe, which could result in delays of reviews and approvals. While there have been no specific notices of delay from federal or foreign government authorities, potential interruptions, delays, or changes to the operations of the FDA, or of any foreign authority with which the Company might interact, might impact the approval of any applications the Company plans and will need to file in the future. In addition, the Company is dependent upon certain contract manufacturers and suppliers and their ability to reliably and efficiently fulfill orders is critical to our business success. The COVID-19 pandemic has impacted and may continue to impact certain manufacturers and suppliers. As a result, the Company has have faced and may continue to face delays or difficulty sourcing certain products, which could negatively affect its business and financial results. The spread of COVID-19 has also adversely impacted global economic activity and has contributed to significant volatility and negative pressure in financial markets. The pandemic has resulted, and may continue to result, in a significant disruption of global financial markets, which may reduce the Company’s ability to access capital in the future, which could negatively affect its liquidity. If the COVID-19 pandemic does not continue to slow and the spread of COVID-19 is not contained, the Company’s business operations, including those of contract manufacturers, could be further delayed or interrupted. The duration of any business disruption cannot be reasonably estimated at this time but may materially affect the Company’s ability to operate its business and result in additional costs. It is not possible to reliably measure or quantify the impact COVID-19 has had on the financial results of the Company. If the COVID-19 pandemic continues for an extended period, it may materially adversely impact business operations and, consequently, future financial results.

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	9 Months Ended
	Sep. 30, 2022
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 11 - SUBSEQUENT EVENTS The Financial Industry Regulatory Authority, Inc. (“FINRA”) Staff has determined that certain securities previously received by each of Univest Securities, LLC (“Univest”) and Bradley Richmond, a registered representative of Univest, in connection with the following transactions with the Company constituted underwriting compensation in connection with the Company’s anticipated public offering pursuant to FINRA Rule 5110, based on the FINRA Staff’s interpretation of such rule: (a) the Company’s Units Private Placement conducted between May 2021 and August 2022, (b) the My Health Logic acquisition, (c) a consulting agreement that the Company entered into with Mr. Richmond in September 2020, and (d) a stock option exercisable for 68,437 416,604 shares of common stock beneficially owned by them collectively (including shares of common stock and shares of common stock issuable upon exercise and conversion of warrants, convertible notes and a stock option), which were issued pursuant to the transactions listed above, not accept the receipt of the aforementioned securities or undo or dispose of the aforementioned securities. Pursuant to the October 2022 Letter Agreement, the parties thereto agreed that the cancellation or disposal of the aforementioned securities shall be without recourse by either Univest or Mr. Richmond.

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	9 Months Ended
	Sep. 30, 2022
Accounting Policies [Abstract]
Basis of Presentation and Principles of Consolidation	Basis of Presentation and Principles of Consolidation The accompanying unaudited condensed consolidated financial statements include the consolidated accounts of the Company and its wholly owned subsidiaries: My Health Logic Inc (“My Health Logic” or “MHL”), Somahlution, Inc. (“Somahlution”), Somaceutica, Inc. (“Somaceutica”), (collectively – “Somah”), and Marizyme Sciences, Inc. (“Marizyme Sciences”). All intercompany transactions have been eliminated on consolidation. The accompanying unaudited condensed consolidated financial statements included in this Quarterly Report on Form 10-Q have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The unaudited condensed consolidated financial statements presented in this Quarterly Report should be read in conjunction with the consolidated financial statements and accompanying notes included in the Company’s Annual Report on Form 10-K filed with the SEC on March 31, 2022 (the “2021 Form 10-K”). The condensed consolidated balance sheet as of December 31, 2021 was derived from audited consolidated financial statements included in the 2021 Form 10-K but does not include all disclosures required by U.S. GAAP for complete financial statements. The Company’s significant accounting policies are described in Note 1 to those consolidated financial statements. Interim results may not be indicative of the results that may be expected for the full year or any future periods. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted from these interim financial statements. The unaudited condensed consolidated financial statements reflect all adjustments which in the opinion of management are necessary to fairly present the results of operations, financial condition, cash flows and stockholders’ equity for the periods indicated. Except as otherwise disclosed, all such adjustments are of a normal recurring nature.
Deferred Offering Cost	Deferred Offering Cost The Company capitalizes certain legal, professional accounting and other third-party fees that are directly associated with in-process capital stock financings as deferred offering costs until such financings are consummated. After consummation of the financing, these costs are recorded in stockholders’ equity (deficit) as a reduction of additional paid-in capital generated as a result of the offering. Should a planned equity financing be abandoned, the deferred offering costs will be expensed immediately as a charge to operating expenses in the statements of operations. The Company had no deferred offering costs as of December 31, 2021. As of September 30, 2022, the Company had recorded deferred offering costs of $ 271,240
Use of Estimates	Use of Estimates The preparation of the condensed consolidated financial statements in accordance with U.S. GAAP requires management to make use of certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the condensed consolidated financial statements and the reported amounts of revenue and expenses during the reported periods. The Company bases its estimates on historical experience and on various other assumptions that management believes are reasonable under the circumstances, the results of which form the basis for making judgments about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results could differ from those estimates. Significant estimates are related to the allocation of the purchase price in a business combination to the underlying assets and liabilities, recoverability of long-term assets including intangible assets and goodwill, amortization expense, valuation of warrants, stock-based compensation, derivative liabilities, contingent liabilities and deferred tax valuations.
Research and Development Expenses and Accruals	Fair Value Measurements The Company uses the fair value hierarchy to measure the value of its financial instruments. The fair value hierarchy is based on inputs to valuation techniques that are used to measure fair value that are either observable or unobservable. Observable inputs reflect assumptions market participants would use in pricing an asset or liability based on market data obtained from independent sources, while unobservable inputs reflect a reporting entity’s pricing based upon its own market assumptions. The basis for fair value measurements for each level within the hierarchy is described below: ● Level 1 – Quoted prices for identical assets or liabilities in active markets. ● Level 2 – Quoted prices for identical or similar assets and liabilities in markets that are not active; or other model-derived valuations whose inputs are directly or indirectly observable or whose significant value drivers are observable. ● Level 3 – Valuations derived from valuation techniques in which one or more significant inputs to the valuation model are unobservable and for which assumptions are used based on management estimates. The Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible and considers counterparty credit risk in its assessment of fair value. The carrying amounts of certain accounts and other receivables, accounts payable and accrued expenses, notes payable, and amounts due to related parties approximate fair value due to the short-term nature of these instruments. The fair value of lease obligations is determined using discounted cash flows based on the expected amounts and timing of the cash flows discounted using a market rate of interest adjusted for appropriate credit risk. The contingent liabilities assumed on the acquisition of Somah in 2020 consist of present values of royalty payments, performance warrants and pediatric voucher warrants, future rare pediatric voucher sales, and liquidation preference. Management measured these contingencies in accordance with Level 3 of the fair value hierarchy. i. The performance warrants and pediatric vouchers warrants liabilities were valued using a Monte Carlo simulation model utilizing the following weighted average assumptions: risk free rate of 1.19 69.62 0 5.96 1,999,000 899,000 5,251,000 4,352,000 ii. The present value of royalty payments was measured using the scenario-based methodology. In assessing the value attributed to the royalty payments, the estimated future cash flows were discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the revenue from net sales of the product. The cash flows derived from the Company’s fifteen-year strategic plan are based on managements’ expectations of market growth, industry reports and trends, and past performances. These projections are inherently uncertain due to the evolving impact of the COVID-19 pandemic. The discounted cash flow model included projections surrounding revenue, discount rates, and growth rates. The discount rates used to calculate the present value of royalty payments reflect specific risks of the Company and market conditions and the mid-range was estimated at 20.6 516,000 1,288,000 5,276,000 3,988,000 iii. Rare pediatric voucher sales liability was valued based on the scenario-based methodology where the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset – 20.6 8,000 56,000 1,094,000 1,150,000 iv. The present value of liquidation preference liability, included in the contingent consideration, was determined using the Black-Scholes option pricing method and represents the fair value of the maximum payment amount according to the agreement. The following assumptions were used in the Black-Scholes option pricing model: risk free rate of 0.21 78.93 0 5 1,823,000 1,823,000 The derivative liabilities consist of optional and automatic conversion features and the share redemption feature attached to the convertible notes, issued pursuant to the Unit Purchase Agreement (Note 7). The Company has no financial assets measured at fair value on a recurring basis. None of the Company’s non-financial assets or liabilities are recorded at fair value on a non-recurring basis. No transfers between levels have occurred during the periods presented. Marizyme measures the following financial instruments at fair value on a recurring basis. As of September 30, 2022, and December 31, 2021, the fair values of these financial instruments were as follows: SCHEDULE OF FAIR VALUES OF FINANCIAL INSTRUMENTS Fair Value Hierarchy September 30, 2022 Level 1 Level 2 Level 3 Liabilities Derivative liabilities $ - $ - $ 4,923,725 Contingent liabilities - - 13,444,000 Total $ - $ - $ 18,367,725 Fair Value Hierarchy December 31, 2021 Level 1 Level 2 Level 3 Liabilities Derivative liabilities $ - $ - $ 2,485,346 Contingent liabilities - - 11,313,000 Total $ - $ - $ 13,798,346 The following table provides a roll forward of all liabilities measured at fair value using Level 3 significant unobservable inputs: RECONCILIATION OF LIABILITIES AT FAIR VALUE Derivative and Contingent Liabilities Balance at December 31, 2021 $ 13,798,346 Change in fair value of contingent liabilities 2,131,000 Derivative liabilities issued pursuant to Unit Purchase Agreement 2,438,379 Balance at September 30, 2022 $ 18,367,725 Research and Development Expenses and Accruals All research and development costs are expensed in the period incurred and consist primarily of salaries, payroll taxes, and employee benefits, for individuals involved in research and development efforts, external research and development costs incurred under agreements with contract research organizations and consultants to conduct and support the Company’s ongoing clinical trials of Duragraft, and costs related to manufacturing Duragraft for clinical trials. The Company has entered into various research and development contracts with various organizations. Payments of these activities are based on the terms of the individual agreements which matches to the pattern of costs incurred. Payments made in advance are reflected in the accompanying balance sheets as prepaid expenses. The Company records accruals for estimated costs incurred for ongoing research and development activities. When evaluating the adequacy of the accrued liabilities, the Company analyzes progress of the services, including the phase or completion of events, invoices received and contracted costs. Significant judgments and estimates may be required in determining the prepaid or accrued balances at the end of any reporting period. Actual results could differ from the Company’s estimates.
Stock-Based Compensation	Stock-Based Compensation Stock-based compensation expense for employees and directors is recognized in the Condensed Consolidated Statements of Operations based on estimated amounts, including the grant date fair value and the expected service period. For stock options, the Company estimates the grant date fair value using a Black-Scholes valuation model, which requires the use of multiple subjective inputs including estimated future volatility, expected forfeitures and the expected term of the awards. The Company estimate the expected future volatility based on the stock’s historical price volatility. The stock’s future volatility may differ from the estimated volatility at the grant date. For restricted stock unit (“RSU”) equity awards, the Company estimates the grant date fair value using it’s closing stock price on the date of grant. The Company recognizes the effect of forfeitures in compensation expense when the forfeitures occur. The estimated forfeiture rates may differ from actual forfeiture rates which would affect the amount of expense recognized during the period. The Company recognizes the value of the awards over the awards’ requisite service or performance periods. The requisite service period is generally the time over which share-based awards vest.
Comparative Information	Comparative Information To conform with the current period’s financial statement presentation, the Company reclassified certain professional fees, salaries, rent and repairs and maintenance expenses related to research and development activities for the three and nine months ended September 30, 2021, into the research and development expenses line item on the Condensed Consolidated Statements of Operations. Such reclassifications were not considered material and did not have any effect on the Company’s net loss for the three- and nine- month periods ended September 30, 2021.

SUMMARY OF SIGNIFICANT ACCOUN_3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)	9 Months Ended
	Sep. 30, 2022
Accounting Policies [Abstract]
SCHEDULE OF FAIR VALUES OF FINANCIAL INSTRUMENTS	Marizyme measures the following financial instruments at fair value on a recurring basis. As of September 30, 2022, and December 31, 2021, the fair values of these financial instruments were as follows: SCHEDULE OF FAIR VALUES OF FINANCIAL INSTRUMENTS Fair Value Hierarchy September 30, 2022 Level 1 Level 2 Level 3 Liabilities Derivative liabilities $ - $ - $ 4,923,725 Contingent liabilities - - 13,444,000 Total $ - $ - $ 18,367,725 Fair Value Hierarchy December 31, 2021 Level 1 Level 2 Level 3 Liabilities Derivative liabilities $ - $ - $ 2,485,346 Contingent liabilities - - 11,313,000 Total $ - $ - $ 13,798,346
RECONCILIATION OF LIABILITIES AT FAIR VALUE	The following table provides a roll forward of all liabilities measured at fair value using Level 3 significant unobservable inputs: RECONCILIATION OF LIABILITIES AT FAIR VALUE Derivative and Contingent Liabilities Balance at December 31, 2021 $ 13,798,346 Change in fair value of contingent liabilities 2,131,000 Derivative liabilities issued pursuant to Unit Purchase Agreement 2,438,379 Balance at September 30, 2022 $ 18,367,725

ACQUISITION (Tables)

ACQUISITION (Tables)	9 Months Ended
	Sep. 30, 2022
Business Combination and Asset Acquisition [Abstract]
SCHEDULE OF PRELIMINARY ALLOCATION OF CONSIDERATION	Details of the carrying amount and the fair value of identifiable assets and liabilities acquired and purchase consideration paid were as follows: SCHEDULE OF PRELIMINARY ALLOCATION OF CONSIDERATION Consideration given up Common shares $ 7,774,000 Total consideration given up $ 7,774,000 Fair value of identifiable assets acquired, and liabilities assumed Net working deficit $ (613,156 ) Property, plant, and equipment 12,500 Intangible assets 6,600,000 Goodwill 1,774,656 Total identifiable assets $ 7,774,000

LEASES (Tables)

LEASES (Tables)	9 Months Ended
	Sep. 30, 2022
Leases
SCHEDULE OF RIGHT-OF-USE ASSET AND RELATED LEASE LIABILITIES	The following table summarizes supplemental balance sheet information related to the operating lease as of September 30, 2022, and December 31, 2021: SCHEDULE OF RIGHT-OF-USE ASSET AND RELATED LEASE LIABILITIES September 30, 2022 December 31, 2021 Right-of-use assets $ 1,576,445 $ 1,158,776 Operating lease liabilities, current $ 420,913 $ 277,142 Operating lease liabilities, non-current 1,155,532 881,634 Total operating lease liabilities $ 1,576,445 $ 1,158,776
SCHEDULE OF MATURITIES OF THE LEASE LIABILITIES	As of September 30, 2022, the maturities of the lease liabilities for the periods ending December 31 are as follows: SCHEDULE OF MATURITIES OF THE LEASE LIABILITIES 2022 $ 103,291 2023 423,495 2024 434,082 2025 444,934 2026 266,034 Total lease payments 1,671,836 Less: Present value discount (95,391 ) Total $ 1,576,445

INTANGIBLE ASSETS (Tables)

INTANGIBLE ASSETS (Tables)	9 Months Ended
	Sep. 30, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
SCHEDULE OF INTANGIBLE ASSETS AMORTIZATION EXPENSE	SCHEDULE OF INTANGIBLE ASSETS AMORTIZATION EXPENSE September 30, 2022 December 31, 2021 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Krillase intangible assets $ 28,600,000 $ - $ 28,600,000 $ 28,600,000 $ - $ 28,600,000 Patents in process 122,745 - 122,745 122,745 - 122,745 DuraGraft patent 5,256,000 (875,999 ) 4,380,001 5,256,000 (572,768 ) 4,683,232 Duragraft - Distributor relationship 308,000 (66,733 ) 241,267 308,000 (43,633 ) 264,367 Duragraft IPR&D - Cyto Protectant Life Sciences 12,606,000 - 12,606,000 12,606,000 - 12,606,000 My Health Logic - Trade name 450,000 (24,911 ) 425,089 450,000 (804 ) 449,196 My Health Logic - Biotechnology 4,600,000 (209,706 ) 4,390,294 4,600,000 (6,765 ) 4,593,235 My Health Logic - Software 1,550,000 (80,083 ) 1,469,917 1,550,000 (2,583 ) 1,547,417 Total intangibles $ 53,492,745 $ (1,257,432 ) $ 52,235,313 $ 53,492,745 $ (626,553 ) $ 52,866,192
SCHEDULE OF GOODWILL	SCHEDULE OF GOODWILL Goodwill DuraGraft My Health Logic Total Balance, December 31, 2020 $ - $ - $ - Additions on acquisitions 5,416,000 1,774,656 7,190,656 Impairment - - Balance, December 31, 2021 and September 30, 2022 $ 5,416,000 $ 1,774,656 $ 7,190,656
SCHEDULE OF INTANGIBLE ASSETS	The following changes to the Company’s intangible assets had taken place in the periods indicated: SCHEDULE OF INTANGIBLE ASSETS Balance, December 31, 2020 $ 42,278,211 Acquired in Somah Transaction 4,022,271 Acquired in My Health Logic Transaction 6,600,000 Additions 2,775 Amortization expense (37,065 ) Balance, December 31, 2021 $ 52,866,192 Amortization expense (630,879 ) Balance, September 30, 2022 $ 52,235,313

CONVERTIBLE PROMISSORY NOTES _2

CONVERTIBLE PROMISSORY NOTES AND WARRANTS (Tables)	9 Months Ended
	Sep. 30, 2022
Debt Disclosure [Abstract]
SCHEDULE OF CONVERTIBLE NOTES	For the months ended September 30, 2022 and December 31, 2021, the Company had the following convertible notes, net of debt discount outstanding: SCHEDULE OF CONVERTIBLE NOTES Convertible Notes, Net of Debt Discount Balance, December 31, 2021 $ 26,065 Convertible notes issued - new securities 7,315,138 Issuance costs (535,717 ) Debt discount (6,779,421 ) Debt accretion 1,622,730 Balance, September 30, 2022 $ 1,648,795
SCHEDULE OF CONVERTIBLE NOTES NET OF DEBT DISCOUNT	SCHEDULE OF CONVERTIBLE NOTES NET OF DEBT DISCOUNT September 30, 2022 December 31, 2021 Convertible notes - total principal $ 14,771,177 $ 7,482,104 Unamortized issuance costs and discount (13,122,382 ) (7,456,039 ) Convertible notes, net of debt discount $ 1,648,795 $ 26,065

STOCKHOLDERS_ EQUITY (Tables)

STOCKHOLDERS’ EQUITY (Tables)	9 Months Ended
	Sep. 30, 2022
Equity [Abstract]
SCHEDULE OF STOCK OPTION ACTIVITY	The summary of option activity for the six months ended September 30, 2022, is as follows: SCHEDULE OF STOCK OPTION ACTIVITY Number of Options Weighted Average Exercise Price Weighted Average Contractual Life Total Intrinsic Value Outstanding at December 31, 2020 3,800,943 $ 1.36 8.82 Granted 1,532,500 1.51 Forfeited (1,682,500 ) 1.36 Outstanding at December 31, 2021 3,650,943 $ 1.24 8.34 $ 1,951,117 Granted 400,000 2.20 9.69 - Expired (62,502 ) 1.25 8.08 - Forfeited (62,498 ) 1.25 8.08 - Outstanding at September 30, 2022 3,925,943 1.33 7.79 2,344,489 Exercisable at September 30, 2022 3,050,664 $ 1.17 7.35 $ 2,256,558
SCHEDULE OF OPTIONS OUTSTANDING AND EXERCISABLE	As of September 30, 2022, the Company had the following options outstanding: SCHEDULE OF OPTIONS OUTSTANDING AND EXERCISABLE Exercise Price Number of Options Outstanding Number of Options Exercisable Weighted Average Remaining Contractual Years Intrinsic Value $ 1.01 1,985,943 1,985,943 6.68 $ 1,767,489 1.25 540,000 524,721 8.41 351,000 1.37 200,000 200,000 7.88 106,000 1.75 800,000 280,000 9.16 120,000 2.20 400,000 60,000 9.69 - $ 1.33 3,925,943 3,050,664 7.79 $ 2,344,489
SCHEDULE OF WARRANTS OUTSTANDING	SCHEDULE OF WARRANTS OUTSTANDING Number Weighted Average Price December 31, 2020 3,393,651 $ 4.63 Issued pursuant to Unit Purchase Agreement 8,521,187 2.25 Issued 230,000 1.39 December 31, 2021 12,144,838 $ 2.90 Issued pursuant to Unit Purchase Agreement 8,360,152 2.25 Issued 878,398 1.16 Exercised (300,000 ) 0.01 Expired (113,637 ) 3.00 September 30, 2022 20,969,751 $ 2.61

DESCRIPTION OF BUSINESS (Detail

DESCRIPTION OF BUSINESS (Details Narrative)	9 Months Ended
	Sep. 30, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Entity state of incorporation	NV
Entity date of incorporation	Mar. 20, 2007

GOING CONCERN (Details Narrativ

GOING CONCERN (Details Narrative) - USD ($)	Sep. 30, 2022	Dec. 31, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Accumulated deficit	$ 62,425,070	$ 47,823,563
Working capital	735,525	1,268,097
Cash	$ 1,182,248	$ 4,072,339

SCHEDULE OF FAIR VALUES OF FINA

SCHEDULE OF FAIR VALUES OF FINANCIAL INSTRUMENTS (Details) - USD ($)	Sep. 30, 2022	Dec. 31, 2021
Defined Benefit Plan Disclosure [Line Items]
Contingent liabilities	$ 13,444,000	$ 11,313,000
Fair Value, Inputs, Level 1 [Member]
Defined Benefit Plan Disclosure [Line Items]
Derivative Liability
Contingent liabilities
Total
Fair Value, Inputs, Level 2 [Member]
Defined Benefit Plan Disclosure [Line Items]
Derivative Liability
Contingent liabilities
Total
Fair Value, Inputs, Level 3 [Member]
Defined Benefit Plan Disclosure [Line Items]
Derivative Liability	4,923,725	2,485,346
Contingent liabilities	13,444,000	11,313,000
Total	$ 18,367,725	$ 13,798,346

RECONCILIATION OF LIABILITIES A

RECONCILIATION OF LIABILITIES AT FAIR VALUE (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Defined Benefit Plan Disclosure [Line Items]
Change in fair value of contingent liabilities	$ 1,491,000	$ 194,000	$ (2,131,000)	$ 472,000
Fair Value, Inputs, Level 3 [Member]
Defined Benefit Plan Disclosure [Line Items]
Contingent liabilities beginning balance			13,798,346
Change in fair value of contingent liabilities			2,131,000
Derivative liabilities issued pursuant to Unit Purchase Agreement			2,438,379
Contingent liabilities ending balance	$ 18,367,725		$ 18,367,725

SUMMARY OF SIGNIFICANT ACCOUN_4

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative)	3 Months Ended	9 Months Ended	12 Months Ended
	Sep. 30, 2022 USD ($)	Sep. 30, 2022 USD ($)	Dec. 31, 2021 USD ($)
Deferred offering cost	$ 271,240	$ 271,240
Estimated interest rate		20.60%
Liabilities, fair value adjustment	516,000	$ 1,288,000
Royalty expense		5,276,000	$ 3,988,000
Fair market value of liquidation preference	1,823,000	1,823,000	1,823,000
Scenario, Adjustment [Member]
Liabilities, fair value adjustment	8,000	$ 56,000
Discount rate percentage		20.60%
Money market funds, at carrying value	1,094,000	$ 1,094,000	1,150,000
Warrants Liabilities [Member]
Decrease in derivative liabilities	$ 1,999,000
Increase in derivative liabilities		899,000
Warrants liabilities		$ 5,251,000	$ 4,352,000
Measurement Input, Risk Free Interest Rate [Member] | Warrants Liabilities [Member]
Dividend rate	1.19	1.19
Measurement Input, Risk Free Interest Rate [Member] | Liquidation Preference [Member]
Derivative Liability, Measurement Input	0.0021	0.0021
Measurement Input, Price Volatility [Member] | Warrants Liabilities [Member]
Dividend rate	69.62	69.62
Measurement Input, Price Volatility [Member] | Liquidation Preference [Member]
Derivative Liability, Measurement Input	0.7893	0.7893
Measurement Input, Expected Dividend Rate [Member] | Warrants Liabilities [Member]
Dividend rate	0	0
Measurement Input, Expected Dividend Rate [Member] | Liquidation Preference [Member]
Derivative Liability, Measurement Input	0	0
Measurement Input, Expected Term [Member] | Warrants Liabilities [Member]
Warrants term	5 years 11 months 15 days	5 years 11 months 15 days
Measurement Input, Expected Term [Member] | Liquidation Preference [Member]
Derivative Liability, Measurement Input		5 years

SCHEDULE OF PRELIMINARY ALLOCAT

SCHEDULE OF PRELIMINARY ALLOCATION OF CONSIDERATION (Details) - USD ($)	9 Months Ended
	Sep. 30, 2022	Dec. 31, 2021	Dec. 31, 2020
Business Acquisition [Line Items]
Goodwill	$ 7,190,656	$ 7,190,656
My Health Logic Inc [Member]
Business Acquisition [Line Items]
Common shares	7,774,000
Total consideration given up	7,774,000
Net working capital	(613,156)
Property, plant and equipment	12,500
Intangibles assets	6,600,000
Goodwill	1,774,656
Total identifiable assets	$ 7,774,000

ACQUISITION (Details Narrative)

ACQUISITION (Details Narrative) - USD ($)		3 Months Ended		9 Months Ended
	Dec. 22, 2021	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021
Business Acquisition [Line Items]
Common stock, shares, issued		40,828,188		40,828,188		40,528,188
Common stock, shares, outstanding		40,828,188		40,828,188		40,528,188
Notes payable		$ 213,563		$ 213,563		$ 469,252
Unit Purchase Agreement [Member]
Business Acquisition [Line Items]
Notes payable		278,678		278,678
My Health Logic [Member]
Business Acquisition [Line Items]
Notes payable		$ 468,137		$ 468,137
Debt instrument, interest rate		9%		9%
Interest expense, medium-term notes		$ 4,538		$ 15,124
Percentage of weighted average cost inventory		37.50%		37.50%
My Health Logic [Member] | Trade Names [Member]
Business Acquisition [Line Items]
Remaining useful life				14 years
My Health Logic [Member] | Software [Member]
Business Acquisition [Line Items]
Economic life				15 years
My Health Logic [Member] | Lab on Chip Technology [Member]
Business Acquisition [Line Items]
Remaining useful life				17 years
HL Two Holdings [Member]
Business Acquisition [Line Items]
Stock exchange acquisition common stock	$ 4,600,000
Common stock issued	230,000
Acquisition	11.35%
Common stock, shares, issued	40,528,188
Common stock, shares, outstanding	40,528,188

SCHEDULE OF RIGHT-OF-USE ASSET

SCHEDULE OF RIGHT-OF-USE ASSET AND RELATED LEASE LIABILITIES (Details) - USD ($)	Sep. 30, 2022	Dec. 31, 2021
Leases
Right-of-use assets	$ 1,576,445	$ 1,158,776
Operating lease liabilities, current	420,913	277,142
Operating lease liabilities, non-current	1,155,532	881,634
Total operating lease liabilities	$ 1,576,445	$ 1,158,776

SCHEDULE OF MATURITIES OF THE L

SCHEDULE OF MATURITIES OF THE LEASE LIABILITIES (Details) - USD ($)	Sep. 30, 2022	Dec. 31, 2021
Leases
2022	$ 103,291
2023	423,495
2024	434,082
2025	444,934
2026	266,034
Total lease payments	1,671,836
Less: Present value discount	(95,391)
Total	$ 1,576,445	$ 1,158,776

LEASES (Details Narrative)

LEASES (Details Narrative)	1 Months Ended	3 Months Ended			9 Months Ended		12 Months Ended
	Dec. 31, 2020 USD ($)	Sep. 30, 2022 USD ($)	Jun. 30, 2022 USD ($)	Sep. 30, 2021 USD ($)	Sep. 30, 2022 USD ($)	Sep. 30, 2021 USD ($)	Dec. 31, 2023 USD ($)	Apr. 01, 2022 ft²	Dec. 11, 2020 ft²
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Lessee, Operating Lease, Renewal Term									5 years 6 months
Administrative office and laboratories space | ft²								3,053	10,300
Rent		$ 103,291		$ 77,357	$ 324,544	$ 168,769
Operating expenses		$ 2,309,052		$ 1,792,993	$ 10,967,960	$ 6,152,335
Lease term		3 years 9 months 29 days			3 years 9 months 29 days
Operating Lease Agreement [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Rent	$ 10,800				$ 15,260
Annually percentage	2.50%				2.50%
Operating expenses	$ 12,000	$ 17,500	$ 12,000
Operating lease discount rate		3.95%			3.95%
Operating Lease Agreement [Member] | Forecast [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Rent							$ 15,641

SCHEDULE OF INTANGIBLE ASSETS A

SCHEDULE OF INTANGIBLE ASSETS AMORTIZATION EXPENSE (Details) - USD ($)	Sep. 30, 2022	Dec. 31, 2021
Finite-Lived Intangible Assets [Line Items]
Gross carrying amount	$ 53,492,745	$ 53,492,745
Accumulated amortization	(1,257,432)	(626,553)
Net carrying amount	52,235,313	52,866,192
Krillase Intangible Assets [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
Patents [Member]
Finite-Lived Intangible Assets [Line Items]
Gross carrying amount	122,745	122,745
Accumulated amortization
Net carrying amount	122,745	122,745
Dura Graft Patent [Member]
Finite-Lived Intangible Assets [Line Items]
Gross carrying amount	5,256,000	5,256,000
Accumulated amortization	(875,999)	(572,768)
Net carrying amount	4,380,001	4,683,232
Duragraft Distributor Relationship [Member]
Finite-Lived Intangible Assets [Line Items]
Gross carrying amount	308,000	308,000
Accumulated amortization	(66,733)	(43,633)
Net carrying amount	241,267	264,367
Duragraft Cyto Protectant [Member]
Finite-Lived Intangible Assets [Line Items]
Gross carrying amount	12,606,000	12,606,000
Accumulated amortization
Net carrying amount	12,606,000	12,606,000
My Health Logic Trade Name [Member]
Finite-Lived Intangible Assets [Line Items]
Gross carrying amount	450,000	450,000
Accumulated amortization	(24,911)	(804)
Net carrying amount	425,089	449,196
My Health Logic Biotechnology [Member]
Finite-Lived Intangible Assets [Line Items]
Gross carrying amount	4,600,000	4,600,000
Accumulated amortization	(209,706)	(6,765)
Net carrying amount	4,390,294	4,593,235
My Health Logic Software [Member]
Finite-Lived Intangible Assets [Line Items]
Gross carrying amount	1,550,000	1,550,000
Accumulated amortization	(80,083)	(2,583)
Net carrying amount	$ 1,469,917	$ 1,547,417

SCHEDULE OF GOODWILL (Details)

SCHEDULE OF GOODWILL (Details)	12 Months Ended
	Dec. 31, 2021 USD ($)
Impairment Effects on Earnings Per Share [Line Items]
Balance, December 31, 2020
Additions on acquisitions	7,190,656
Impairment
Balance, December 31, 2021 and September 30, 2022	7,190,656
DuraGraft [Member]
Impairment Effects on Earnings Per Share [Line Items]
Balance, December 31, 2020
Additions on acquisitions	5,416,000
Balance, December 31, 2021 and September 30, 2022	5,416,000
My Health Logic [Member]
Impairment Effects on Earnings Per Share [Line Items]
Balance, December 31, 2020
Additions on acquisitions	1,774,656
Impairment
Balance, December 31, 2021 and September 30, 2022	$ 1,774,656

SCHEDULE OF INTANGIBLE ASSETS (

SCHEDULE OF INTANGIBLE ASSETS (Details) - USD ($)	9 Months Ended	12 Months Ended
	Sep. 30, 2022	Dec. 31, 2021
Goodwill and Intangible Assets Disclosure [Abstract]
Beginning Balance	$ 52,866,192	$ 42,278,211
Acquired in Somah Transaction		4,022,271
Acquired in My Health Logic Transaction		6,600,000
Additions		2,775
Amortization expense	(630,879)	(37,065)
Ending Balance	$ 52,235,313	$ 52,866,192

INTANGIBLE ASSETS (Details Narr

INTANGIBLE ASSETS (Details Narrative) - USD ($)		12 Months Ended
	Sep. 12, 2018	Dec. 31, 2020	Sep. 30, 2022
My Health Logic Inc [Member]
Defined Benefit Plan Disclosure [Line Items]
Intangibles assets			$ 6,600,000
DuraGraft and My Health Logic [Member]
Defined Benefit Plan Disclosure [Line Items]
2027			841,172
2028 and thereafter			$ 6,700,706
Krillase Technology [Member]
Defined Benefit Plan Disclosure [Line Items]
Acquisition of intangible assets	$ 28,600,000
DuraGraft Technology [Member]
Defined Benefit Plan Disclosure [Line Items]
Acquisition of intangible assets		$ 18,170,000

SCHEDULE OF CONVERTIBLE NOTES (

SCHEDULE OF CONVERTIBLE NOTES (Details)	9 Months Ended
	Sep. 30, 2022 USD ($)
Debt Disclosure [Abstract]
Balance, December 31, 2021	$ 26,065
Convertible notes issued - new securities	7,315,138
Issuance costs	(535,717)
Debt discount	(6,779,421)
Debt accretion	1,622,730
Balance, September 30, 2022	$ 1,648,795

SCHEDULE OF CONVERTIBLE NOTES N

SCHEDULE OF CONVERTIBLE NOTES NET OF DEBT DISCOUNT (Details) - USD ($)	Sep. 30, 2022	Dec. 31, 2021
Debt Disclosure [Abstract]
Convertible notes - total principal	$ 14,771,177	$ 7,482,104
Unamortized issuance costs and discount	(13,122,382)	(7,456,039)
Convertible notes, net of debt discount	$ 1,648,795	$ 26,065

CONVERTIBLE PROMISSORY NOTES _3

CONVERTIBLE PROMISSORY NOTES AND WARRANTS (Details Narrative)				1 Months Ended		3 Months Ended		9 Months Ended		12 Months Ended
	Dec. 21, 2021 USD ($) $ / shares shares	Sep. 29, 2021 $ / shares	May 27, 2021 $ / shares shares	Jul. 31, 2021 USD ($) shares	May 31, 2021 USD ($) $ / shares shares	Sep. 30, 2022 USD ($) $ / shares shares	Sep. 30, 2021 USD ($)	Sep. 30, 2022 USD ($) $ / shares shares	Sep. 30, 2021 USD ($)	Dec. 31, 2021 USD ($)
Debt Instrument [Line Items]
Proceeds from notes payable | $								$ 6,500,743	$ 1,060,949
Interest and acceration expenses | $						$ 805,849	$ 70,221	$ 1,622,730	$ 74,410
Convertible Notes Payable [Member]
Debt Instrument [Line Items]
Frequency of periodic payment								The Convertible Notes mature in 24 months from the initial closing date and accrue 10% of simple interest per annum on the outstanding principal amount
Debt instrument conversion description								The Convertible Notes principal and accrued interest can be converted at any time at the option of the holder at a conversion price of $1.75 per share (previously $2.25 per the September 2021 Amendment and originally $2.50 per the May Unit Purchase Agreement)
Percentage of debt instrument of conversion price								0.75
Debt instrument conversion price | $ / shares						$ 1.75		$ 1.75
Minimum [Member] | Convertible Notes Payable [Member]
Debt Instrument [Line Items]
Equity financing gross amount | $						$ 10,000,000		$ 10,000,000
New Class C Warrants [Member]
Debt Instrument [Line Items]
Percentage of warrant coverage								200%
Percentage of debt instrument of conversion price								0.75
Debt instrument conversion price | $ / shares						$ 2.25		$ 2.25
Warrants exercise price per share | $ / shares								$ 2.25
Warrants exercisable term								5 years
Unit Purchase Agreement [Member]
Debt Instrument [Line Items]
Sale of stock, number of shares issued in transaction	3,438,572		4,000,000		29,978
Sale of stock, price per share | $ / shares	$ 1.75		$ 2.50		$ 2.50
Debt description	Each Unit is comprised of (i) a convertible promissory note convertible into common stock of the Company at an initial conversion price of $1.75 and, (ii) a warrant to purchase two shares of Common Stock at an initial purchase price of $2.25 per share (the new Class C Warrant)		Each Unit is comprised of (i) a convertible promissory note convertible into common stock of the Company, (ii) a warrant to purchase one share of common stock of the Company (the ‘Class A Warrant’); and (iii) a second warrant to purchase common stock of the Company (the “Class B Warrant”)
Proceeds from notes payable | $					$ 74,945
Sale of stock amount | $					74,945
Issuance costs | $					$ 6,745
Sale of stock, consideration received on transaction | $	$ 6,000,000
Unit Purchase Agreement [Member] | Maximum [Member]
Debt Instrument [Line Items]
Sale of stock, number of shares issued in transaction	9,714,286
Sale of stock, price per share | $ / shares		$ 2.50
Debt conversion price per share | $ / shares		2.50
Unit Purchase Agreement [Member] | Minimum [Member]
Debt Instrument [Line Items]
Sale of stock, price per share | $ / shares		2.25
Debt conversion price per share | $ / shares		$ 2.25
Unit Purchase Agreement [Member] | Class A Warrants [Member]
Debt Instrument [Line Items]
Warrants to purchase common shares					29,978
Unit Purchase Agreement [Member] | Class B Warrants [Member]
Debt Instrument [Line Items]
Warrants to purchase common shares					29,978
Unit Purchase Agreement [Member] | New Class C Warrants [Member]
Debt Instrument [Line Items]
Warrants to purchase common shares						8,360,152		8,360,152
Exercise price of warrants or rights | $ / shares						$ 2.25		$ 2.25
Warrants exercisable term								5 years
Unit Purchase Program [Member]
Debt Instrument [Line Items]
Sale of stock, number of shares issued in transaction				440,000
Proceeds from notes payable | $				$ 1,100,000
Sale of stock amount | $				$ 1,100,000
Unit Purchase Program [Member] | Class A Warrants [Member]
Debt Instrument [Line Items]
Warrants to purchase common shares				440,000
Unit Purchase Program [Member] | Class B Warrants [Member]
Debt Instrument [Line Items]
Warrants to purchase common shares				440,000
December 2021 Exchange Agreement [Member]
Debt Instrument [Line Items]
Sale of stock, number of shares issued in transaction								4,180,071
Sale of stock, consideration received on transaction | $								$ 7,315,138
Investments | $	$ 6,000,000
Debt instrument, maturity date	Dec. 21, 2023
Exercise price of warrants or rights | $ / shares	$ 2.25
Percentage of warrant coverage	200%
Pro-rata Units	621,087
Aggregate pro rata units	832,022
Shares issued								4,180,071
Notes payable issued to settle								159,245
Accounts payable issued to settle								22,857
Exchange for services								171,428
Fair Value Adjustment of Warrants | $								$ 4,341,042		$ 4,299,649
Derivative liability | $						$ 2,438,379		$ 2,438,379		$ 2,485,346
December 2021 Exchange Agreement [Member] | Maximum [Member]
Debt Instrument [Line Items]
Sale of stock, price per share | $ / shares	$ 2.25
Debt conversion price per share | $ / shares	2.25
December 2021 Exchange Agreement [Member] | Minimum [Member]
Debt Instrument [Line Items]
Sale of stock, price per share | $ / shares	1.75
Debt conversion price per share | $ / shares	$ 1.75

SCHEDULE OF STOCK OPTION ACTIVI

SCHEDULE OF STOCK OPTION ACTIVITY (Details) - USD ($)	9 Months Ended	12 Months Ended
	Sep. 30, 2022	Dec. 31, 2021
Equity [Abstract]
Number of Options, Outstanding beginning Balance	3,650,943	3,800,943
Weighted Average Exercise Price, Outstanding Beginning Balance	$ 1.24	$ 1.36
Weighted average contractual life term, outstanding	8 years 4 months 2 days	8 years 9 months 25 days
Number of Options, Granted	400,000	1,532,500
Weighted Average Exercise Price, Granted	$ 2.20	$ 1.51
Number of Options, Forfeited	(62,498)	(1,682,500)
Weighted Average Exercise Price, Forfeited	$ 1.25	$ 1.36
Total Intrinsic Value, Beginning Balance	$ 1,951,117
Weighted average contractual life term, Granted	9 years 8 months 8 days
Total Intrinsic Value, Granted
Number of Options, Expired	(62,502)
Weighted Average Exercise Price, Granted	$ 1.25
Weighted average contractual life term, Expired	8 years 29 days
Total Intrinsic Value, Expired
Weighted average contractual life term, Expired	8 years 29 days
Total Intrinsic Value, Forfeited
Number of Options, Outstanding Ending Balance	3,925,943	3,650,943
Weighted Average Exercise Price, Outstanding Ending Balance	$ 1.33	$ 1.24
Weighted average contractual life term, outstanding	7 years 9 months 14 days
Total Intrinsic Value, Ending Balance	$ 2,344,489	$ 1,951,117
Number of options, Exercisable	3,050,664
Weighted Average Exercise Price, Exercisable	$ 1.17
Weighted average contractual life term, exercisable	7 years 4 months 6 days
Total Intrinsic Value, exercisable	$ 2,256,558

SCHEDULE OF OPTIONS OUTSTANDING

SCHEDULE OF OPTIONS OUTSTANDING AND EXERCISABLE (Details) - USD ($)	9 Months Ended
	Sep. 30, 2022	Dec. 31, 2021
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Intrinsic value	$ 2,344,489	$ 1,951,117
Exercise Price Range 1.01 [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Exercise Price	$ 1.01
Share based compensation Number of option outstanding	1,985,943
Share based compensation number of options exercisable	1,985,943
Remaining Life in Years	6 years 8 months 4 days
Intrinsic value	$ 1,767,489
Exercise Price Range 1.25 [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Exercise Price	$ 1.25
Share based compensation Number of option outstanding	540,000
Share based compensation number of options exercisable	524,721
Remaining Life in Years	8 years 4 months 28 days
Intrinsic value	$ 351,000
Exercise Price Range 1.37 [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Exercise Price	$ 1.37
Share based compensation Number of option outstanding	200,000
Share based compensation number of options exercisable	200,000
Remaining Life in Years	7 years 10 months 17 days
Intrinsic value	$ 106,000
Exercise Price Range 1.75 [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Exercise Price	$ 1.75
Share based compensation Number of option outstanding	800,000
Share based compensation number of options exercisable	280,000
Remaining Life in Years	9 years 1 month 28 days
Intrinsic value	$ 120,000
Exercise Price Range 1.20 [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Exercise Price	$ 2.20
Share based compensation Number of option outstanding	400,000
Share based compensation number of options exercisable	60,000
Remaining Life in Years	9 years 8 months 8 days
Intrinsic value
Exercise Price Range 1.33 [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Exercise Price	$ 1.33
Share based compensation Number of option outstanding	3,925,943
Share based compensation number of options exercisable	3,050,664
Remaining Life in Years	7 years 9 months 14 days
Intrinsic value	$ 2,344,489

SCHEDULE OF WARRANTS OUTSTANDIN

SCHEDULE OF WARRANTS OUTSTANDING (Details) - $ / shares	9 Months Ended	12 Months Ended
	Sep. 30, 2022	Dec. 31, 2021
Accumulated Other Comprehensive Income (Loss) [Line Items]
Warrants outstanding, Begining balance	12,144,838
Weighted average exercise price, exercised	$ 2.20	$ 1.51
Warrants outstanding, Ending balance	20,969,751	12,144,838
Warrant [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Warrants outstanding, Begining balance	12,144,838	3,393,651
Weighted average exercise price, outstanding, beginning balance	$ 2.90	$ 4.63
Weighted average exercise price, issued	1.16	1.39
Warrants outstanding, issued	878,398	230,000
Warrants outstanding, Exercised	(300,000)
Weighted average exercise price, exercised	$ 0.01
Warrants outstanding, Expired	(113,637)
Weighted average exercise price, expired	$ 3
Warrants outstanding, Ending balance	20,969,751	12,144,838
Warrants outstanding, Ending balance	$ 2.61	$ 2.90
Warrant [Member] | Unit Purchase Agreement [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Warrants outstanding, purchase agreement	8,360,152	8,521,187
Weighted average exercise price, issued	2.25	2.25

STOCKHOLDERS_ EQUITY (Details N

STOCKHOLDERS’ EQUITY (Details Narrative) - USD ($)						3 Months Ended		9 Months Ended		12 Months Ended
	Jun. 26, 2022	Mar. 15, 2022	Feb. 14, 2022	Jan. 26, 2022	May 18, 2021	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021	Dec. 31, 2020
Accumulated Other Comprehensive Income (Loss) [Line Items]
Preferred stock, shares authorized						25,000,000		25,000,000		25,000,000
Preferred stock, par value						$ 0.001		$ 0.001		$ 0.001
Preferred stock, shares issued						0		0		0
Preferred stock, shares outstanding						0		0		0
Common stock, shares authorized						75,000,000		75,000,000		75,000,000
Common stock, par value						$ 0.001		$ 0.001		$ 0.001
Shares of common stock outstanding								10,207,212
Common stock, shares issued						40,828,188		40,828,188		40,528,188
Common stock, shares outstanding						40,828,188		40,828,188		40,528,188
Exercised								300,000
Share-based payment award, options, grants in period, gross								400,000		1,532,500
Gross proceeds from sale of equity								$ 5,000,000
Restricted stock award net of forfeitures								$ 295,750
Class of warrant or right, outstanding						20,969,751		20,969,751		12,144,838
Salary expense						$ 330,221	$ 517,192	$ 2,147,967	2,084,430
Professional fees						303,574	460,378	1,721,479	1,445,004
Share-based payment arrangement, expense						271,517	$ 64,074	1,664,191	$ 626,449
Unrecognized compensation cost, non vested						$ 1,323,100		$ 1,323,100
Unrecognized compensation, weighted average period								1 year 8 months 15 days
New Class C Warrants [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Warrants exercisable term								5 years
Unit Purchase Agreement [Member] | New Class C Warrants [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Exercise price						$ 2.25		$ 2.25
Warrants exercisable term								5 years
Warrant to purchase shares of common stock						8,360,152		8,360,152
Univest Securities [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Exercise price	$ 1.75
Warrants exercisable term								5 years
Fair value of warrants								$ 1,281,854
Warrants and rights outstanding	$ 231,359
Salary expense								769,113
Professional fees								$ 512,471
Warrant [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Class of warrant or right, outstanding						20,969,751		20,969,751		12,144,838	3,393,651
Bradely Richmond [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Exercised		300,000
Non option granted			300,000	300,000
Exercise price			$ 0.01	$ 0.01
Warrants exercisable term								5 years
Fair value of warrants								$ 568,677
Warrants and rights outstanding	$ 347,039
Bradely Richmond [Member] | Common Stock [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Non option granted			300,000	300,000
Bradely Richmond [Member] | Warrant [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Non option granted	578,398
Stock Incentive Plan [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Share authorized					5,300,000
Share based compensation, grant shares						1,024,057		1,024,057

RELATED PARTY TRANSACTIONS (Det

RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items]
Related party transactions owned	$ 123,266		$ 1,132,634
Related party transactions, professional expenses	133,797
Related party transaction, amounts of transaction	149,178
Prepaid royalties	339,091		339,091
Frank Maresca [Member]
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items]
Related party transactions owned	123,266		$ 1,132,634
Maresca [Member]
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items]
Related party transactions, professional expenses	240,000	$ 300,000
Related party transaction, amounts of transaction	$ 121,316

COMMITMENTS AND CONTINGENCIES (

COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($)			3 Months Ended		9 Months Ended		12 Months Ended
	Aug. 19, 2021	Jul. 13, 2019	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021
Loss Contingencies [Line Items]
Salary and wages			$ 330,221	$ 517,192	$ 2,147,967	$ 2,084,430
Issuance of stock options					400,000		1,532,500
Royalties percentage					10%
DuraGraft [Member]
Loss Contingencies [Line Items]
Sale of asset percentage					15%
DuraGraft [Member] | Maximum [Member]
Loss Contingencies [Line Items]
Net proceeds from sale of asset					$ 20,000,000
UNITED STATES | First 50,000,000 [Member]
Loss Contingencies [Line Items]
Royalties percentage					5%
UNITED STATES | 50,000,001 up to 200,000,000 [Member]
Loss Contingencies [Line Items]
Royalties percentage					4%
UNITED STATES | Over 200,000,000 [Member]
Loss Contingencies [Line Items]
Royalties percentage					2%
Non-US [Member] | First 50,000,000 [Member]
Loss Contingencies [Line Items]
Royalties percentage					6%
Non-US [Member] | 50,000,001 up to 200,000,000 [Member]
Loss Contingencies [Line Items]
Royalties percentage					4%
Non-US [Member] | Over 200,000,000 [Member]
Loss Contingencies [Line Items]
Royalties percentage					2%
July 13, 2022 [Member]
Loss Contingencies [Line Items]
Salary and wages		$ 30,000
July 13, 2021 [Member]
Loss Contingencies [Line Items]
Issuance of stock options		250,000
Shares issued, price per share		$ 1.50
Campbell [Member]
Loss Contingencies [Line Items]
Damages sought, value	$ 30,000
Harmon [Member]
Loss Contingencies [Line Items]
Damages sought, value	$ 50,000

SUBSEQUENT EVENTS (Details Narr

SUBSEQUENT EVENTS (Details Narrative) - Subsequent Event [Member]	Oct. 31, 2022 shares
Consulting Agreement [Member]
Subsequent Event [Line Items]
Option exercise, shares	68,437
Letter Agreement [Member]
Subsequent Event [Line Items]
New issue, shares	416,604