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 |