Cover
Cover - $ / shares | 6 Months Ended | |
Jun. 30, 2024 | Aug. 14, 2024 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Jun. 30, 2024 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2024 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 000-53223 | |
Entity Registrant Name | MARIZYME, INC. | |
Entity Central Index Key | 0001413754 | |
Entity Tax Identification Number | 82-5464863 | |
Entity Incorporation, State or Country Code | NV | |
Entity Address, Address Line One | 555 Heritage Drive | |
Entity Address, Address Line Two | Suite 205 | |
Entity Address, City or Town | Jupiter | |
Entity Address, State or Province | FL | |
Entity Address, Postal Zip Code | 33458 | |
City Area Code | (561) | |
Local Phone Number | 935-9955 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 131,793,088 | |
Entity Listing, Par Value Per Share | $ 0.001 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 |
Current | ||
Cash | $ 5,222 | $ 148,465 |
Accounts receivable | 60,284 | |
Other receivables | 35,848 | 35,797 |
Prepaid expenses | 854,148 | 699,377 |
Inventory | 26,869 | 24,855 |
Total current assets | 922,087 | 968,778 |
Non-current | ||
Property, plant and equipment, net | 12,500 | |
Operating lease right-of-use assets, net | 899,411 | 1,101,211 |
Intangible assets, net | 14,146,575 | 14,364,129 |
Prepaid royalties, non-current | 120,500 | 122,457 |
Deposits | 30,000 | 30,000 |
Goodwill | 5,416,000 | 5,416,000 |
Total non-current assets | 20,612,486 | 21,046,297 |
Total assets | 21,534,573 | 22,015,075 |
Current | ||
Accounts payable and accrued expenses | 3,269,250 | 2,322,064 |
Notes payable | 1,541,627 | 633,692 |
Convertible notes, net - Units Private Placement | 17,022,717 | 14,288,335 |
Convertible notes, net - OID | 990,636 | 2,694,256 |
Operating lease obligations | 439,508 | 434,082 |
Total current liabilities | 23,551,638 | 20,602,582 |
Non-current | ||
Operating lease obligations, net of current portion | 459,903 | 667,129 |
Agreement obligation | 1,000,000 | |
Contingent liabilities | 5,903,000 | 5,406,000 |
Total non-current liabilities | 7,362,903 | 6,073,129 |
Total liabilities | 30,914,541 | 26,675,711 |
Commitments and contingencies (Note 10) | ||
Stockholders’ equity (deficit): | ||
Preferred stock, $0.001 par value, 25,000,000 shares authorized, no shares issued and outstanding as of June 30, 2024 and December 31, 2023 | ||
Common stock, par value $0.001, 2,000,000,000 shares authorized, issued and outstanding shares - 131,793,088 at June 30, 2024 and December 31, 2023 | 131,792 | 131,792 |
Additional paid-in capital | 152,123,457 | 146,543,921 |
Accumulated deficit | (161,635,217) | (151,336,349) |
Total stockholders’ equity (deficit) | (9,379,968) | (4,660,636) |
Total liabilities and stockholders’ equity (deficit) | 21,534,573 | 22,015,075 |
Related Party [Member] | ||
Current | ||
Due to related parties | $ 287,900 | $ 230,153 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2024 | Dec. 31, 2023 |
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 | 2,000,000,000 | 2,000,000,000 |
Common stock, shares issued | 131,793,088 | 131,793,088 |
Common stock, shares outstanding | 131,793,088 | 131,793,088 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Income Statement [Abstract] | ||||
Revenue | $ 184,739 | $ 32,855 | $ 313,713 | |
Direct cost of revenue | 49,611 | 9,647 | 88,886 | |
Gross profit | 135,128 | 23,208 | 224,827 | |
Operating expenses: | ||||
Professional fees (includes related party amounts of $109,500, $161,000, $230,000, $322,000, respectively) | 338,676 | 511,844 | 602,772 | 896,650 |
Salary expenses | 355,525 | 335,004 | 665,684 | 601,972 |
Research and development | 312,333 | 691,393 | 634,200 | 1,297,390 |
Stock-based compensation | 41,588 | 160,762 | 95,852 | 371,728 |
Depreciation and amortization | 121,277 | 210,293 | 230,054 | 420,631 |
Royalty expense | 162,065 | 1,957 | 198,248 | |
Other general and administrative expenses | 419,961 | 2,867,749 | 754,141 | 3,375,073 |
Total operating expenses | 1,589,360 | 4,939,110 | 2,984,660 | 7,161,692 |
Total operating loss | (1,589,360) | (4,803,982) | (2,961,452) | (6,936,865) |
Other income (expense) | ||||
Interest and accretion expenses | (2,938,416) | (13,424,169) | (7,100,246) | (15,121,870) |
Other income | 200,000 | 200,000 | ||
Change in fair value of contingent liabilities | 88,000 | 714,000 | (497,000) | 1,990,000 |
Gain (loss) on debt extinguishment | 667,200 | (684,682) | 559,830 | (684,682) |
Borrowing costs | (500,000) | (500,000) | ||
Loss on issuance of debt | (2,377,569) | (2,377,569) | ||
Total other expense | (2,483,216) | (15,772,420) | (7,337,416) | (16,194,121) |
Net loss | $ (4,072,576) | $ (20,576,402) | $ (10,298,868) | $ (23,130,986) |
Loss per share - basic | $ (0.03) | $ (0.48) | $ (0.08) | $ (0.55) |
Loss per share - diluted | $ (0.03) | $ (0.48) | $ (0.08) | $ (0.55) |
Weighted average number of shares of common stock outstanding - basic | 131,793,088 | 43,187,439 | 131,793,088 | 41,979,194 |
Weighted average number of shares of common stock outstanding - diluted | 131,793,088 | 43,187,439 | 131,793,088 | 41,979,194 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Operations (Unaudited) (Parenthetical) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Related Party [Member] | ||||
Related Party Transaction [Line Items] | ||||
Professional fees related paty | $ 109,500 | $ 161,000 | $ 230,000 | $ 322,000 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Changes in Stockholders' Equity (Deficit) (Unaudited) - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Balance at Dec. 31, 2022 | $ 40,528 | $ 103,370,890 | $ (85,989,433) | $ 17,421,985 |
Balance, shares at Dec. 31, 2022 | 40,528,191 | |||
Stock-based compensation expense | 210,966 | 210,966 | ||
Issuance of shares | $ 240 | 153,360 | 153,600 | |
Issuance of shares, shares | 240,000 | |||
Net loss | (2,554,584) | (2,554,584) | ||
Balance at Mar. 31, 2023 | $ 40,768 | 103,735,216 | (88,544,017) | 15,231,967 |
Balance, shares at Mar. 31, 2023 | 40,768,191 | |||
Balance at Dec. 31, 2022 | $ 40,528 | 103,370,890 | (85,989,433) | 17,421,985 |
Balance, shares at Dec. 31, 2022 | 40,528,191 | |||
Net loss | (23,130,986) | |||
Balance at Jun. 30, 2023 | $ 45,366 | 116,344,709 | (109,120,419) | 7,269,656 |
Balance, shares at Jun. 30, 2023 | 45,366,760 | |||
Balance at Mar. 31, 2023 | $ 40,768 | 103,735,216 | (88,544,017) | 15,231,967 |
Balance, shares at Mar. 31, 2023 | 40,768,191 | |||
Stock-based compensation expense | 160,762 | 160,762 | ||
Issuance of shares | $ 1,946 | 221,540 | 223,486 | |
Issuance of shares, shares | 1,946,410 | |||
Net loss | (20,576,402) | (20,576,402) | ||
Exercise of warrants | $ 2,652 | 262,564 | 265,216 | |
Exercise of warrants, shares | 2,652,159 | |||
Issuance of warrants on debt extinguishment | 19,058,426 | 19,058,426 | ||
Issuance of warrants on promissory note | 1,333,128 | 1,333,128 | ||
Warrants cancelled in debt extinguishment | (8,426,927) | (8,426,927) | ||
Balance at Jun. 30, 2023 | $ 45,366 | 116,344,709 | (109,120,419) | 7,269,656 |
Balance, shares at Jun. 30, 2023 | 45,366,760 | |||
Balance at Dec. 31, 2023 | $ 131,792 | 146,543,921 | (151,336,349) | (4,660,636) |
Balance, shares at Dec. 31, 2023 | 131,793,088 | |||
Stock-based compensation expense | 54,264 | 54,264 | ||
Net loss | (6,226,292) | (6,226,292) | ||
Balance at Mar. 31, 2024 | $ 131,792 | 146,598,185 | (157,562,641) | (10,832,664) |
Balance, shares at Mar. 31, 2024 | 131,793,088 | |||
Balance at Dec. 31, 2023 | $ 131,792 | 146,543,921 | (151,336,349) | (4,660,636) |
Balance, shares at Dec. 31, 2023 | 131,793,088 | |||
Net loss | (10,298,868) | |||
Balance at Jun. 30, 2024 | $ 131,792 | 152,123,457 | (161,635,217) | (9,379,968) |
Balance, shares at Jun. 30, 2024 | 131,793,088 | |||
Balance at Mar. 31, 2024 | $ 131,792 | 146,598,185 | (157,562,641) | (10,832,664) |
Balance, shares at Mar. 31, 2024 | 131,793,088 | |||
Stock-based compensation expense | 41,588 | 41,588 | ||
Net loss | (4,072,576) | (4,072,576) | ||
Modification of warrants | 5,483,684 | 5,483,684 | ||
Balance at Jun. 30, 2024 | $ 131,792 | $ 152,123,457 | $ (161,635,217) | $ (9,379,968) |
Balance, shares at Jun. 30, 2024 | 131,793,088 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Jun. 30, 2024 | Mar. 31, 2024 | Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Cash flows from operating activities: | |||||||
Net loss | $ (4,072,576) | $ (6,226,292) | $ (20,576,402) | $ (2,554,584) | $ (10,298,868) | $ (23,130,986) | |
Adjustments to reconcile net loss to net cash used in operating activities: | |||||||
Depreciation and amortization | 121,277 | 210,293 | 230,054 | 420,631 | |||
Amortization of ROU asset | 201,800 | ||||||
Stock-based compensation | 41,588 | 160,762 | 95,852 | 371,728 | |||
Interest and accretion on convertible notes and notes payable | 7,100,246 | 15,121,870 | |||||
Change in fair value of contingent liabilities | (88,000) | (714,000) | 497,000 | (1,990,000) | |||
Gain (loss) on debt extinguishment | (667,200) | 684,682 | (559,830) | 684,682 | |||
Loss on issuance of debt | 2,377,569 | 2,377,569 | |||||
Shares issued as part of the Confidential Settlement Agreement | 153,600 | ||||||
Shares issued for services | 138,000 | ||||||
Warrants issued as part of promissory note agreement | 1,333,128 | ||||||
Borrowing costs | 500,000 | 500,000 | |||||
Change in operating assets and liabilities: | |||||||
Accounts and other receivable | 60,233 | (4,171) | |||||
Prepaid expenses | (154,771) | 519,414 | |||||
Inventory | (2,014) | 75,843 | |||||
Accounts payable and accrued expenses | 932,496 | 1,657,909 | |||||
Due to related parties | 57,747 | 143,351 | |||||
Operating lease liabilities | (201,800) | (190,581) | |||||
Net cash used in operating activities | (1,541,855) | (2,318,013) | |||||
Cash flows from financing activities: | |||||||
Proceeds from issuance of OID Convertible Notes, net of issuance cost | 870,000 | ||||||
Proceeds from shares issued for exercise of warrants | 265,216 | ||||||
Proceeds from promissory notes | 1,040,000 | 1,000,000 | |||||
Repayments of promissory notes | (141,388) | (122,842) | |||||
Proceeds from agreement | 500,000 | ||||||
Net cash provided by financing activities | 1,398,612 | 2,012,374 | |||||
Net change in cash | (143,243) | (305,639) | |||||
Cash at beginning of period | $ 148,465 | $ 510,865 | 148,465 | 510,865 | $ 510,865 | ||
Cash at end of period | $ 5,222 | $ 205,226 | 5,222 | 205,226 | $ 148,465 | ||
Supplemental disclosure of cash flow information: | |||||||
Debt discount issued in connection with warrants modification | 5,344,229 | ||||||
Derivative liabilities and debt discount issued in connection with convertible notes | 5,461,702 | ||||||
Warrants and debt discount issued in connection with convertible notes | 19,058,426 | ||||||
Settlement of notes payable with convertible notes | 2,064,133 | ||||||
Warrants cancelled in debt extinguishment | 8,426,927 | ||||||
Shares issued on conversion of convertible notes | $ 84,140 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2024 | Mar. 31, 2024 | Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Pay vs Performance Disclosure [Table] | ||||||
Net Income (Loss) | $ (4,072,576) | $ (6,226,292) | $ (20,576,402) | $ (2,554,584) | $ (10,298,868) | $ (23,130,986) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Jun. 30, 2024 | |
Insider Trading Arrangements [Line Items] | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
DESCRIPTION OF BUSINESS
DESCRIPTION OF BUSINESS | 6 Months Ended |
Jun. 30, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
DESCRIPTION OF BUSINESS | NOTE 1 – DESCRIPTION OF BUSINESS Maryzime, Inc. (the “Company” or “Marizyme”) is a Nevada corporation originally incorporated on March 20, 2007, under the name SWAV Enterprises, Ltd. On September 6, 2010, the Company name was changed to GBS Enterprises Inc. and from 2010 to September 2018 the Company was in the software products and advisory services business for email and instant messaging applications. The Company divested that business between December 2016 and September 2018 and focused on the acquisition of life science technologies. 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 OTCQB tier of OTC Markets Group, Inc. under the symbol “MRZM”. |
GOING CONCERN
GOING CONCERN | 6 Months Ended |
Jun. 30, 2024 | |
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, which requires the Company to rely on investing and financing activities in order 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 $ 161,635,217 151,336,349 22,629,551 19,633,804 5,222 148,465 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, meet its debt obligations until such time future profitable revenues are achieved, and raise funds beyond its working capital balance in order to finance future development of its intangible assets. During the next twelve months from the date the unaudited condensed consolidated financial statements were issued, the Company’s foreseeable cash requirements will relate to continuous operations of its business, maintaining its good standing and making the required filings 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 offering. In July 2024, the Company executed a promissory note in favor of Qualigen Therapeutics, Inc., which had previously engaged in an agreement with the Company to advance the commercialization of DuraGraft™ (see Note 11). Under the terms of the promissory note, Qualigen lent the Company $ 1,250,000 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 | 6 Months Ended |
Jun. 30, 2024 | |
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 – “Somahlution”), Marizyme Sciences, Inc. (“Marizyme Sciences”), and DuraGraft, Inc. 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 May 13, 2024 (the “2023 Form 10-K”). The condensed consolidated balance sheet as of December 31, 2023 was derived from audited consolidated financial statements included in the 2023 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 (deficit) for the periods indicated. Except as otherwise disclosed, all such adjustments are of a normal recurring nature. Use of Estimates The preparation of the unaudited condensed consolidated financial statements in accordance with U.S. GAAP requires management to make use of certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the unaudited 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 recoverability of long-term assets including intangible assets and goodwill, amortization expense, valuation of warrants, stock-based compensation, and contingent liabilities. 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, note 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. Contingent Liabilities The contingent liabilities assumed on the acquisition of Somahlution 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 98,000 140,000 85,000 225,000 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. 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 10,000 637,000 3,995,000 3,358,000 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 Nil 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 No 1,823,000 1,823,000 Warrants The detachable warrants attached to the OID Convertible Notes (as such term is hereinafter defined, see Note 7) are classified as equity. These warrants were valued using the Black-Scholes pricing model. The following weighted average assumptions were used in the Black-Scholes model: a risk-free rate of 4.25 %, expected volatility of 349.95 %, expected dividend yield of $ Nil , and an expected life of 0.17 years. During the three and six months ended June 30, 2024, the Company extended the maturity dates of certain OID Warrants (as such term is hereinafter defined, see Note 7), as part of modification of OID Convertible Notes that resulted in a substantive modification and extinguishment of old debt. As a result, the Company recognized an incremental fair value increase of $ 5,483,684 5,344,229 139,455 Goodwill, Intangible Assets and Impairment The Company’s Level 3 measurements include the fair value assessment of assets such as IPR&D intangibles, goodwill, and particularly when considering potential impairments. The significant unobservable inputs used in the fair value measurements of these assets primarily include management’s assumptions regarding future cash flows and discount rates. As part of the acquisition of Somahlution in 2020, the Company acquired Goodwill attributed to the workforce and profitability of the acquired business. 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 33.8 Additionally, as part of IPR&D 35.2 For impairment testing, the Company uses a discounted cash flow (DCF) model to estimate the fair value of IPR&D intangibles and goodwill. The key assumptions used in the DCF model include projected cash flows, discount rate and terminal value growth rate. These inputs are highly subjective and require significant management judgment. Changes in these assumptions could have a significant impact on the fair value and any resulting impairment charge. 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 June 30, 2024, and December 31, 2023, the fair values of these financial instruments were as follows: SCHEDULE OF FAIR VALUES OF FINANCIAL INSTRUMENTS June 30, 2024 Level 1 Level 2 Level 3 Fair Value Hierarchy June 30, 2024 Level 1 Level 2 Level 3 Liabilities Contingent liabilities $ - $ - $ 5,903,000 Total $ - $ - $ 5,903,000 December 31, 2023 Level 1 Level 2 Level 3 Fair Value Hierarchy December 31, 2023 Level 1 Level 2 Level 3 Liabilities Contingent liabilities $ - $ - $ 5,406,000 Total $ - $ - $ 5,406,000 The following table provides a roll forward of all liabilities measured at fair value using Level 3 significant unobservable inputs: SCHEDULE OF LIABILITIES FAIR VALUE MEASURED Contingent Liabilities Balance at December 31, 2023 $ 5,406,000 Change in fair value of contingent liabilities 497,000 Balance at June 30, 2024 $ 5,903,000 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 condensed consolidated 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 unaudited 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 estimates 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 its 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. New Accounting Standards and Updates from the Securities and Exchange Commission In August 2020, the FASB issued ASU No. 2020-06, “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”). ASU 2020-06 will simplify the accounting for convertible instruments by reducing the number of accounting models for convertible debt instruments and convertible preferred stock. Limiting the accounting models results in fewer embedded conversion features being separately recognized from the host contract as compared with current GAAP. Convertible instruments that continue to be subject to separation models are (i) those with embedded conversion features that are not clearly and closely related to the host contract, that meet the definition of a derivative, and that do not qualify for a scope exception from derivative accounting and (ii) convertible debt instruments issued with substantial premiums for which the premiums are recorded as paid-in capital. ASU 2020-06 also amends the guidance for the derivatives scope exception for contracts in an entity’s own equity to reduce form-over-substance-based accounting conclusions. ASU 2020-06 will be effective for the Company for fiscal years beginning after December 15, 2023. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company has fully adopted ASU 2020-06 as of January 1, 2023, and this adoption does not have a material impact on the way the Company is accounting for its debt. |
LEASES
LEASES | 6 Months Ended |
Jun. 30, 2024 | |
Leases | |
LEASES | NOTE 4 – LEASES On December 11, 2020, the Company entered into a five-and-a-half-year lease agreement 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 an additional 3,053 15,641 16,032 2.5 12,000 17,500 2.08 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 six months ended June 30, 2024 was $ 63,885 161,058 37,674 192,502 The following table summarizes supplemental condensed consolidated balance sheet information related to the operating leases as of June 30, 2024, and December 31, 2023: SCHEDULE OF RIGHT-OF-USE ASSET AND RELATED LEASE LIABILITIES June 30, 2024 December 31, 2023 Right-of-use asset $ 899,411 $ 1,101,211 Operating lease liabilities, current $ 439,508 $ 434,082 Operating lease liabilities, non-current 459,903 667,129 Total operating lease liabilities $ 899,411 $ 1,101,211 As of June 30, 2024, the maturities of the lease liabilities for the periods ending December 31, are as follows: SCHEDULE OF MATURITIES OF LEASE LIABILITIES 2024 $ 217,041 2025 444,934 2026 266,034 Total lease payments $ 928,009 Less: Present value discount (28,598 ) Total $ 899,411 |
INTANGIBLE ASSETS
INTANGIBLE ASSETS | 6 Months Ended |
Jun. 30, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS | NOTE 5 – 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 valued at $ 28,600,000 At December 31, 2023, management determined that the carrying value of Krillase exceeded its estimated recoverable amount of $ Nil 4,250,000 There have been no DuraGraft As part of the Somahlution acquisition in 2020, Marizyme purchased 18,170,000 At December 31, 2023, management determined that the carrying value of DuraGraft intangible assets exceeded its recoverable amount. Impairment of $ 2,442,000 14,241,384 no My Health Logic As part of the My Health Logic (“MHL”) acquisition in 2021 6,600,000 5,777,720 no Additionally, as part of the My Health Logic acquisition in 2021 1,774,656 1,774,656 SCHEDULE OF INTANGIBLE ASSETS AMORTIZATION EXPENSE June 30, 2024 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Patents in process $ 122,745 $ - $ 122,745 DuraGraft patent 5,256,000 (1,583,537 ) 3,672,463 DuraGraft - Distributor relationship 308,000 (120,633 ) 187,367 DuraGraft IPR&D - Cyto Protectant Life Sciences 10,164,000 - 10,164,000 $ 15,850,745 $ (1,704,170 ) $ 14,146,575 December 31, 2023 Gross Carrying Amount Accumulated Amortization Impairment Net Carrying Amount Krillase intangible assets $ 4,250,000 $ - $ (4,250,000 ) $ - Patents in process 122,745 - - 122,745 DuraGraft patent 5,256,000 (1,381,383 ) - 3,874,617 DuraGraft - Distributor relationship 308,000 (105,233 ) - 202,767 DuraGraft IPR&D - Cyto Protectant Life Sciences 12,606,000 - (2,442,000 ) 10,164,000 My Health Logic - Trade name 450,000 (65,090 ) (384,910 ) - My Health Logic - Biotechnology 4,600,000 (547,941 ) (4,052,059 ) - My Health Logic - Software 1,550,000 (209,249 ) (1,340,751 ) - Total intangibles $ 29,142,745 $ (2,308,896 ) $ (12,469,720 ) $ 14,364,129 SCHEDULE OF GOODWILL Goodwill DuraGraft My Health Logic Total Balance, December 31, 2023 and June 30, 2024 $ 5,416,000 $ - $ 5,416,000 The following changes to the Company’s intangible assets had taken place in the periods indicated: SCHEDULE OF INTANGIBLE ASSETS Balance, December 31, 2022 $ 27,675,020 Impairment (12,469,720 ) Amortization expense (841,171 ) Balance, December 31, 2023 $ 14,364,129 Amortization expense (217,554 ) Balance, June 30, 2024 $ 14,146,575 Future amortizations for DuraGraft intangible assets for the next five years will be $ 435,108 1,684,289 |
NOTES PAYABLE
NOTES PAYABLE | 6 Months Ended |
Jun. 30, 2024 | |
Notes Payable | |
NOTES PAYABLE | NOTE 6 – NOTES PAYABLE a) On October 23, 2023, the Company issued a note payable to Hub International for $ 165,469 8 August 23, 2024 30,360 (December 31, 2023 - $ 130,122 b) On December 28, 2022, the Company issued a promissory note to Hexin for the principal amount of $ 750,000 20 64,133 814,133 9,578,040 c) On February 2, 2023, the Company issued an unsecured promissory note to Walleye Opportunities Master Fund Ltd. (the “Walleye Promissory Note”) for $ 1,000,000 May 7, 2023 1,250,000 1,000,000 1,250,000 250,000 1,250,000 14,705,890 d) As part of the My Health Logic Inc. acquisition, completed in November 2021, Marizyme assumed an aggregate of $ 468,137 9 278,678 5,602 11,142 5,298 18,366 255,267 252,223 ). e) As of June 30, 2024, the Company has outstanding borrowings under notes payable to Mr. Richmond in the principal amount of $ 286,000 (December 31, 2023 - $ 151,000 ) f) As of June 30, 2024, the Company has outstanding borrowings under a note payable to Santander Bank: Sullivan & Worcester LLP in the principal amount of $ 65,000 (December 31, 2023 - $ 65,000 ) g) As of June 30, 2024, the Company has outstanding borrowings under a note payable in the principal amount of $ 755,000 (December 31, 2023 - $ Nil ) h) As of June 30, 2024, the Company has outstanding borrowings under a note payable to Dr. Vithalbhai Dhaduk in the principal amount of $ 150,000 (December 31, 2023 - $ Nil ) |
CONVERTIBLE PROMISSORY NOTES AN
CONVERTIBLE PROMISSORY NOTES AND WARRANTS | 6 Months Ended |
Jun. 30, 2024 | |
Debt Disclosure [Abstract] | |
CONVERTIBLE PROMISSORY NOTES AND WARRANTS | NOTE 7 - CONVERTIBLE PROMISSORY NOTES AND WARRANTS From May 2021 to August 2022, the Company conducted a private placement (the “Units Private Placement”) of units (the “Units”) consisting of 10% secured convertible promissory notes (the “Convertible Notes”) and accompanying warrants (the “Class C Warrants”), as were modified or amended from time to time. In 2021, the Company issued an aggregate of 4,260,594 6,692,765 4,180,071 6,500,743 In 2023, the Company amended the conversion price of the Convertible Notes and the exercise price of the Class C Warrants to $ 0.10 The Company determined that the terms of the new securities were substantially different from the original securities, and, as such the transaction was accounted for as an extinguishment of debt and the new securities accounted for as a new debt issuance. As a result of this substantial modification, a total of 8,269,237 190,584,260 684,682 Additionally, in 2023 due to the non-repayment of the initial principal amount of $ 1,000,000 May 7, 2023 the Company also defaulted under the Convertible Notes on the same date. As the result, the Company accreted a default amount of $7,378,993 to the value of the Convertible Notes in 2023. Additionally, in 2023, the Company issued an aggregate of 4,207,828 344,959 9,340,774 During the three and six months ended June 30, 2024, the Company amended certain Convertible Note with original maturity dates of March 24, 2024 and June 17, 2024, to extend their term until March 24, 2025 and June 17, 2025, respectively. In connection with the extension of the maturity date for the outstanding Convertible Notes, the Company executed a substantial modification that led to the extinguishment of the existing Convertible Notes and the issuance of new Convertible Notes. This modification resulted in a gain on extinguishment of $ 126,521 699,286 684,682 684,682 During the three and six months ended June 30, 2024, the Company recognized interest and accretion expense of $ 1,342,178 3,433,668 5,730,714 7,286,891 The Company determined that the optional conversion feature attached to the Convertible Notes did not meet the definition of derivative liability and that the detachable warrants issued did not meet the definition of a liability and therefore was accounted for as an equity instrument. The fair value of the warrants issued have been recorded as debt discount and is being amortized to interest and accretion expense using the effective interest method over the term of the Convertible Notes. The following table summarizes supplemental balance sheet information related to the convertible notes, net of debt discount outstanding, as of June 30, 2024 and December 31, 2023: SCHEDULE OF CONVERTIBLE NOTES Balance, December 31, 2022 $ 2,751,633 Issuance costs - Issuance of convertible notes - Debt accretion on Original securities 1,835,741 Debt extinguishment (4,587,374 ) Convertible notes issued - new securities 19,403,385 Debt discount (19,403,385 ) Debt accretion on New Securities 17,792,071 Mandatory Default Amount 7,378,993 Conversion of debt (9,426,260 ) Extinguishment of debt (10,518,069 ) Convertible notes issued with extended maturity date 10,518,069 Debt discount (1,520,047 ) Debt accretion 63,578 Balance, December 31, 2023 $ 14,288,335 Debt accretion 3,433,668 Extinguishment of debt (4,828,403 ) Convertible notes issued with extended maturity date 5,334,069 Debt discount (1,204,952 ) Balance, June 30, 2024 $ 17,022,717 SCHEDULE OF CONVERTIBLE NOTES NET OF DEBT DISCOUNT June 30, 2024 December 31, 2023 Convertible notes - total principal $ 19,492,617 $ 18,955,174 Unamortized issuance costs and discount (2,469,890 ) (4,666,839 ) Convertible Notes, Net of Debt Discount $ 17,022,717 $ 14,288,335 June 30, 2024 December 31, 2023 Current portion $ 17,022,717 $ 14,288,335 Non-current portion - - Convertible Notes, Net of Debt Discount $ 17,022,717 $ 14,288,335 2023 Convertible Notes and Warrants In 2023, the Company conducted five separate closings (the “2023 OID Units Closings”) of a private placement of up to $ 10,000,000 100,000,000 15 0.10 125 0.10 125 0.20 Pursuant to the 2023 OID Units Closings, the Company issued 69,876,060 5,404,452 The Company determined that the optional conversion feature attached to the OID Convertible Notes did not meet the definition of derivative liability and that the detachable warrants originally issued met the definition of a liability and therefore was accounted for as a derivative liability instrument. The warrants were fair valued at $ 12,292,635 6,888,475 795,934 11,496,701 11,496,701 During the three and six months ended June 30, 2024, the Company extended the maturity date of certain OID Convertible Notes. While some extensions were deemed minor, the majority of the extended contracts were deemed substantive. This triggered the extinguishment of the existing OID Convertible Notes and the issuance of new OID Convertible Notes. Additionally, the detachable warrants attached to the OID Convertible Notes had their maturity extended by two years. As a result, for the three and six months ended June 30, 2024, the Company recognized an incremental fair value increase of $ 4,075,749 and $ 5,483,684 as a change in the fair value of warrants, respectively. Of this amount, $ 5,344,229 139,455 Nil and $ Nil , respectively). During the three and six months ended June 30, 2024, the Company recognized interest and accretion expense of $ 1,566,561 3,640,609 150,086 150,086 The following table summarizes supplemental balance sheet information related to the OID Convertible Notes, net of debt discount outstanding, as of June 30, 2024 and December 31, 2023: SCHEDULE OF CONVERTIBLE NOTES OID Convertible Notes, Net of Debt Discount Balance, December 31, 2022 $ - Issuance of convertible notes 6,987,606 Issuance cost (1,583,154 ) Debt discount (5,404,452 ) Debt accretion 2,694,256 Balance, December 31, 2023 $ 2,694,256 Debt accretion 3,640,609 Extinguishment of debt (4,961,146 ) Unamortized debt discount - issuance costs (1,415,564 ) Convertible note issued with extended maturity date 6,376,710 Debt discount (5,344,229 ) Balance, June 30, 2024 $ 990,636 SCHEDULE OF CONVERTIBLE NOTES NET OF DEBT DISCOUNT June 30, 2024 December 31, 2023 Convertible notes - total principal $ 7,200,619 $ 6,987,606 Unamortized issuance costs and discount (6,376,710 ) (4,293,350 ) Convertible Notes, Net of Debt Discount $ 990,636 $ 2,694,256 June 30, 2024 December 31, 2023 Current portion $ 990,636 $ 2,694,256 Non-current portion $ - $ - Convertible Notes, Net of Debt Discount $ 990,636 $ 2,694,256 2023 Convertible Notes Terms The OID Convertible Notes mature nine months from the date of the OID Units Initial Closing and accrue 10% of interest per annum on the outstanding principal amount. The OID Convertible Notes are unsecured and subordinated to any senior indebtedness of the Company. The OID Convertible Notes’ principal and accrued interest may generally be converted at any time at a conversion price of $0.10 per share, subject to adjustment, at the option of the holder, into shares of common stock, subject to certain limitations: (i) conversion would not cause the holder to beneficially own more than 4.99% of the Company’s common stock, or more than 9.99% if the holder beneficially owns more than 4.99% of common stock based on ownership of equity securities of the Company other than the OID Convertible Notes or the respective warrants; and (ii) the Company’s articles of incorporation have been amended to increase the number of authorized shares of common stock to a sufficient amount to permit the full conversion of the OID Convertible Notes (the “Capital Event Amendment”). 2023 Warrants Terms The Class E Warrants and Class F Warrants are generally exercisable for a period from the date of the Capital Event Amendment until five years from the date of issue. The exercise right is subject to a similar beneficial ownership limitation that applies to conversion of the OID Convertible Notes above, i.e., exercise is permitted only if it would not cause the holder to beneficially own more than 4.99% of the Company’s common stock, or more than 9.99% if the holder beneficially owns more than 4.99% of common stock based on ownership of equity securities of the Company other than the OID Convertible Notes or the Class E Warrants and Class F Warrants. |
STOCKHOLDERS_ EQUITY (DEFICIT)
STOCKHOLDERS’ EQUITY (DEFICIT) | 6 Months Ended |
Jun. 30, 2024 | |
Equity [Abstract] | |
STOCKHOLDERS’ EQUITY (DEFICIT) | NOTE 8 – STOCKHOLDERS’ EQUITY (DEFICIT) 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 2,000,000,000 0.001 As of June 30, 2024, there were 131,793,088 131,793,088 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 On December 27, 2022, the Board of Directors requested that stockholders ratify an amendment to the SIP to increase the maximum number of shares of common stock available for issuance pursuant to awards granted under the SIP by 1,900,000 7,200,000 4,230,724 2,924,057 During the three and six months ended June 30, 2024, the Company granted Nil Nil The summary of option activity for the six months ended June 30, 2024, 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, 2022 3,925,943 $ 1.33 6.06 $ - Granted/forfeited - - - - Outstanding at December 31, 2023 3,925,943 1.33 5.06 - Forfeited (211,667 ) 1.64 - - Expired (1,095,000 ) 1.01 - Outstanding at June 30, 2024 2,619,276 1.44 6.37 - Exercisable at June 30, 2024 2,519,276 $ 1.42 6.32 $ - As of June 30, 2024, 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 $ 1.01 890,943 890,943 4.80 $ - 1.25 415,000 415,000 6.65 - 1.37 200,000 200,000 6.13 - 1.75 800,000 740,000 7.41 - 2.20 313,333 273,333 7.94 - $ 1.44 2,619,276 2,519,276 6.37 - d) Restricted Share Units During the year ended December 31, 2021, the Company granted restricted share awards totaling 350,000 No Nil Nil The following performance conditions attached to the restricted share awards were 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 Somahlution and My Health Logic. e) Warrants As of June 30, 2024 and December 31, 2023, there were 636,483,634 SCHEDULE OF WARRANTS OUTSTANDING Number Weighted Average Price Balance, December 31, 2022 20,048,497 $ 2.64 Warrants modified pursuant to debt extinguishment (Note 6) 355,577,447 0.1 Issued pursuant to debt agreements (Note 6) 183,560,497 0.15 Issued 79,949,352 0.11 Exercised (2,652,159 ) 0.1 Exercised - - Balance, December 31, 2023 and June 30, 2024 636,483,634 $ 0.12 The detachable warrants attached to the OID Convertible Notes (see Note 7) are classified as equity. These warrants were valued using the Black-Scholes pricing model. During the three and six months ended June 30, 2024, the Company extended the maturity dates of certain OID Warrants (see Note 7), resulting in a series of substantive modifications. As a result, the Company recognized an incremental fair value increase of $ 5,483,684 related to the change in the fair value of warrants. Of this amount, $ 5,344,229 139,455 f) Stock-based compensation During the three and six months ended June 30, 2024, the Company recorded $ 41,588 95,852 160,762 371,728 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 6 Months Ended |
Jun. 30, 2024 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 9 – RELATED PARTY TRANSACTIONS At June 30, 2024, the Company owed an aggregate of $ 287,900 230,153 For the three and six months ended June 30, 2024, the Company incurred $ 88,500 181,000 72,000 144,000 16,400 7,653 During the three and six months ended June 30, 2024, the Company also incurred $ 208,500 424,000 332,750 665,500 271,500 222,500 Additionally, as part of the Somahlution acquisition in 2020, the Company recorded a prepaid royalty to the shareholders of Somahlution. The former primary beneficial owner is Dr. Vithal Dhaduk, currently a director, and significant shareholder of the Company. During the three and six months ended June 30, 2024, the Company accrued $ Nil 1,957 11,065 47,248 During the year ended December 31, 2023, the Company and stockholders of Somahlution agreed to reduce the prepaid royalty balance by 50% or by $ 151,000 120,500 122,457 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended |
Jun. 30, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 10 – COMMITMENTS AND CONTINGENCIES Contingencies a) As part of the DuraGraft Acquisition, completed on July 31, 2020, the Company entered into the Agreement with Somahlution stockholders, whereby Marizyme is legally obligated to pay royalties on all net sales for Somahlution, 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 three and six months ended June 30, 2024, the Company had not earned any revenues from Krillase, however the Company did incur sales of the DuraGraft products outside of the U.S., on which $ Nil 1,957 Upon receiving FDA clearance for the DuraGraft product and insurance reimbursement approval on the products pursuant to section 2(b) of the Asset Purchase Agreement dated December 15, 2019, 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 The Company has entered into arrangements for office and laboratories spaces. At June 30, 2024, minimum lease payments in relation to lease commitments are payable as described in Note 4. |
AGREEMENT OBLIGATION
AGREEMENT OBLIGATION | 6 Months Ended |
Jun. 30, 2024 | |
Agreement Obligation | |
AGREEMENT OBLIGATION | NOTE 11 – AGREEMENT OBLIGATION In April 2024, the Company entered into an agreement (the “Agreement”) with Qualigen Therapeutics, Inc. (“Qualigen”) to support the commercialization of DuraGraft™. Under the Agreement, Qualigen paid the Company an exclusivity fee of $ 200,000 500,000 In return, Qualigen expects an investment return equal to two times (2x) the Funding Amount (the “Investment Return”). Upon the commercial launch of DuraGraft™ in the United States, the Company is obligated to pay Qualigen up to a cumulative total equal to the Investment Return, calculated at 33 500,000 As part of the agreement, the Company established a wholly owned subsidiary, DuraGraft, Inc., during the six months ended June 30, 2024, to facilitate the product’s commercialization. The Exclusivity Fee was recognized as other income in the condensed consolidated statement of operations for the six months ended June 30, 2024, as it represented payment for exclusive negotiation rights. The Funding Amount was accounted for as a debt liability, due to the significant continuing involvement by the Company and the limitation on Qualigen’s rate of return. The obligation to repay the Investment Return amount in case of agreement cancellation further supports this classification. Given the uncertainty in the timing and amount of future revenue streams, the effective interest rate could not be determined. Therefore, the difference of $ 500,000 1,000,000 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Jun. 30, 2024 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 12 - SUBSEQUENT EVENTS The Company has evaluated events that occurred through August 14, 2024, the date that the financial statements were issued, and determined that except than as set forth below, there have been no events that have occurred that would require adjustments to the Company’s disclosures in the financial statements. 1. On July 12, 2024, the Company executed a Promissory Note (“Note”) in favor of Qualigen Therapeutics, Inc. (the “Lender”) in the aggregate principal amount of $ 1,250,000 18 1,250,000 The Company may prepay all or any part of the outstanding principal or interest due on the Note, at any time, in whole or in part, without premium or penalty. In the event of a default by the Company in the payment of the principal and interest, the Note provides that the Lender will have liquidation preference and a first right of recovery in any future bankruptcy or insolvency proceeding. 2. On July 19, 2024, the Company repaid $ 100,000 |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Jun. 30, 2024 | |
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 – “Somahlution”), Marizyme Sciences, Inc. (“Marizyme Sciences”), and DuraGraft, Inc. 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 May 13, 2024 (the “2023 Form 10-K”). The condensed consolidated balance sheet as of December 31, 2023 was derived from audited consolidated financial statements included in the 2023 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 (deficit) for the periods indicated. Except as otherwise disclosed, all such adjustments are of a normal recurring nature. |
Use of Estimates | Use of Estimates The preparation of the unaudited condensed consolidated financial statements in accordance with U.S. GAAP requires management to make use of certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the unaudited 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 recoverability of long-term assets including intangible assets and goodwill, amortization expense, valuation of warrants, stock-based compensation, and contingent liabilities. |
Fair Value Measurements | 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, note 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. Contingent Liabilities The contingent liabilities assumed on the acquisition of Somahlution 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 98,000 140,000 85,000 225,000 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. 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 10,000 637,000 3,995,000 3,358,000 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 Nil 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 No 1,823,000 1,823,000 Warrants The detachable warrants attached to the OID Convertible Notes (as such term is hereinafter defined, see Note 7) are classified as equity. These warrants were valued using the Black-Scholes pricing model. The following weighted average assumptions were used in the Black-Scholes model: a risk-free rate of 4.25 %, expected volatility of 349.95 %, expected dividend yield of $ Nil , and an expected life of 0.17 years. During the three and six months ended June 30, 2024, the Company extended the maturity dates of certain OID Warrants (as such term is hereinafter defined, see Note 7), as part of modification of OID Convertible Notes that resulted in a substantive modification and extinguishment of old debt. As a result, the Company recognized an incremental fair value increase of $ 5,483,684 5,344,229 139,455 Goodwill, Intangible Assets and Impairment The Company’s Level 3 measurements include the fair value assessment of assets such as IPR&D intangibles, goodwill, and particularly when considering potential impairments. The significant unobservable inputs used in the fair value measurements of these assets primarily include management’s assumptions regarding future cash flows and discount rates. As part of the acquisition of Somahlution in 2020, the Company acquired Goodwill attributed to the workforce and profitability of the acquired business. 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 33.8 Additionally, as part of IPR&D 35.2 For impairment testing, the Company uses a discounted cash flow (DCF) model to estimate the fair value of IPR&D intangibles and goodwill. The key assumptions used in the DCF model include projected cash flows, discount rate and terminal value growth rate. These inputs are highly subjective and require significant management judgment. Changes in these assumptions could have a significant impact on the fair value and any resulting impairment charge. 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 June 30, 2024, and December 31, 2023, the fair values of these financial instruments were as follows: SCHEDULE OF FAIR VALUES OF FINANCIAL INSTRUMENTS June 30, 2024 Level 1 Level 2 Level 3 Fair Value Hierarchy June 30, 2024 Level 1 Level 2 Level 3 Liabilities Contingent liabilities $ - $ - $ 5,903,000 Total $ - $ - $ 5,903,000 December 31, 2023 Level 1 Level 2 Level 3 Fair Value Hierarchy December 31, 2023 Level 1 Level 2 Level 3 Liabilities Contingent liabilities $ - $ - $ 5,406,000 Total $ - $ - $ 5,406,000 The following table provides a roll forward of all liabilities measured at fair value using Level 3 significant unobservable inputs: SCHEDULE OF LIABILITIES FAIR VALUE MEASURED Contingent Liabilities Balance at December 31, 2023 $ 5,406,000 Change in fair value of contingent liabilities 497,000 Balance at June 30, 2024 $ 5,903,000 |
Research and Development Expenses and Accruals | 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 condensed consolidated 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 unaudited 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 estimates 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 its 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. |
New Accounting Standards and Updates from the Securities and Exchange Commission | New Accounting Standards and Updates from the Securities and Exchange Commission In August 2020, the FASB issued ASU No. 2020-06, “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”). ASU 2020-06 will simplify the accounting for convertible instruments by reducing the number of accounting models for convertible debt instruments and convertible preferred stock. Limiting the accounting models results in fewer embedded conversion features being separately recognized from the host contract as compared with current GAAP. Convertible instruments that continue to be subject to separation models are (i) those with embedded conversion features that are not clearly and closely related to the host contract, that meet the definition of a derivative, and that do not qualify for a scope exception from derivative accounting and (ii) convertible debt instruments issued with substantial premiums for which the premiums are recorded as paid-in capital. ASU 2020-06 also amends the guidance for the derivatives scope exception for contracts in an entity’s own equity to reduce form-over-substance-based accounting conclusions. ASU 2020-06 will be effective for the Company for fiscal years beginning after December 15, 2023. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company has fully adopted ASU 2020-06 as of January 1, 2023, and this adoption does not have a material impact on the way the Company is accounting for its debt. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
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 June 30, 2024, and December 31, 2023, the fair values of these financial instruments were as follows: SCHEDULE OF FAIR VALUES OF FINANCIAL INSTRUMENTS June 30, 2024 Level 1 Level 2 Level 3 Fair Value Hierarchy June 30, 2024 Level 1 Level 2 Level 3 Liabilities Contingent liabilities $ - $ - $ 5,903,000 Total $ - $ - $ 5,903,000 December 31, 2023 Level 1 Level 2 Level 3 Fair Value Hierarchy December 31, 2023 Level 1 Level 2 Level 3 Liabilities Contingent liabilities $ - $ - $ 5,406,000 Total $ - $ - $ 5,406,000 |
SCHEDULE OF LIABILITIES FAIR VALUE MEASURED | The following table provides a roll forward of all liabilities measured at fair value using Level 3 significant unobservable inputs: SCHEDULE OF LIABILITIES FAIR VALUE MEASURED Contingent Liabilities Balance at December 31, 2023 $ 5,406,000 Change in fair value of contingent liabilities 497,000 Balance at June 30, 2024 $ 5,903,000 |
LEASES (Tables)
LEASES (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Leases | |
SCHEDULE OF RIGHT-OF-USE ASSET AND RELATED LEASE LIABILITIES | The following table summarizes supplemental condensed consolidated balance sheet information related to the operating leases as of June 30, 2024, and December 31, 2023: SCHEDULE OF RIGHT-OF-USE ASSET AND RELATED LEASE LIABILITIES June 30, 2024 December 31, 2023 Right-of-use asset $ 899,411 $ 1,101,211 Operating lease liabilities, current $ 439,508 $ 434,082 Operating lease liabilities, non-current 459,903 667,129 Total operating lease liabilities $ 899,411 $ 1,101,211 |
SCHEDULE OF MATURITIES OF LEASE LIABILITIES | As of June 30, 2024, the maturities of the lease liabilities for the periods ending December 31, are as follows: SCHEDULE OF MATURITIES OF LEASE LIABILITIES 2024 $ 217,041 2025 444,934 2026 266,034 Total lease payments $ 928,009 Less: Present value discount (28,598 ) Total $ 899,411 |
INTANGIBLE ASSETS (Tables)
INTANGIBLE ASSETS (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
SCHEDULE OF INTANGIBLE ASSETS AMORTIZATION EXPENSE | SCHEDULE OF INTANGIBLE ASSETS AMORTIZATION EXPENSE June 30, 2024 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Patents in process $ 122,745 $ - $ 122,745 DuraGraft patent 5,256,000 (1,583,537 ) 3,672,463 DuraGraft - Distributor relationship 308,000 (120,633 ) 187,367 DuraGraft IPR&D - Cyto Protectant Life Sciences 10,164,000 - 10,164,000 $ 15,850,745 $ (1,704,170 ) $ 14,146,575 December 31, 2023 Gross Carrying Amount Accumulated Amortization Impairment Net Carrying Amount Krillase intangible assets $ 4,250,000 $ - $ (4,250,000 ) $ - Patents in process 122,745 - - 122,745 DuraGraft patent 5,256,000 (1,381,383 ) - 3,874,617 DuraGraft - Distributor relationship 308,000 (105,233 ) - 202,767 DuraGraft IPR&D - Cyto Protectant Life Sciences 12,606,000 - (2,442,000 ) 10,164,000 My Health Logic - Trade name 450,000 (65,090 ) (384,910 ) - My Health Logic - Biotechnology 4,600,000 (547,941 ) (4,052,059 ) - My Health Logic - Software 1,550,000 (209,249 ) (1,340,751 ) - Total intangibles $ 29,142,745 $ (2,308,896 ) $ (12,469,720 ) $ 14,364,129 |
SCHEDULE OF GOODWILL | SCHEDULE OF GOODWILL Goodwill DuraGraft My Health Logic Total Balance, December 31, 2023 and June 30, 2024 $ 5,416,000 $ - $ 5,416,000 |
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, 2022 $ 27,675,020 Impairment (12,469,720 ) Amortization expense (841,171 ) Balance, December 31, 2023 $ 14,364,129 Amortization expense (217,554 ) Balance, June 30, 2024 $ 14,146,575 |
CONVERTIBLE PROMISSORY NOTES _2
CONVERTIBLE PROMISSORY NOTES AND WARRANTS (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Short-Term Debt [Line Items] | |
SCHEDULE OF CONVERTIBLE NOTES | The following table summarizes supplemental balance sheet information related to the convertible notes, net of debt discount outstanding, as of June 30, 2024 and December 31, 2023: SCHEDULE OF CONVERTIBLE NOTES Balance, December 31, 2022 $ 2,751,633 Issuance costs - Issuance of convertible notes - Debt accretion on Original securities 1,835,741 Debt extinguishment (4,587,374 ) Convertible notes issued - new securities 19,403,385 Debt discount (19,403,385 ) Debt accretion on New Securities 17,792,071 Mandatory Default Amount 7,378,993 Conversion of debt (9,426,260 ) Extinguishment of debt (10,518,069 ) Convertible notes issued with extended maturity date 10,518,069 Debt discount (1,520,047 ) Debt accretion 63,578 Balance, December 31, 2023 $ 14,288,335 Debt accretion 3,433,668 Extinguishment of debt (4,828,403 ) Convertible notes issued with extended maturity date 5,334,069 Debt discount (1,204,952 ) Balance, June 30, 2024 $ 17,022,717 |
SCHEDULE OF CONVERTIBLE NOTES NET OF DEBT DISCOUNT | SCHEDULE OF CONVERTIBLE NOTES NET OF DEBT DISCOUNT June 30, 2024 December 31, 2023 Convertible notes - total principal $ 19,492,617 $ 18,955,174 Unamortized issuance costs and discount (2,469,890 ) (4,666,839 ) Convertible Notes, Net of Debt Discount $ 17,022,717 $ 14,288,335 June 30, 2024 December 31, 2023 Current portion $ 17,022,717 $ 14,288,335 Non-current portion - - Convertible Notes, Net of Debt Discount $ 17,022,717 $ 14,288,335 |
OID Convertible Notes [Member] | |
Short-Term Debt [Line Items] | |
SCHEDULE OF CONVERTIBLE NOTES | The following table summarizes supplemental balance sheet information related to the OID Convertible Notes, net of debt discount outstanding, as of June 30, 2024 and December 31, 2023: SCHEDULE OF CONVERTIBLE NOTES OID Convertible Notes, Net of Debt Discount Balance, December 31, 2022 $ - Issuance of convertible notes 6,987,606 Issuance cost (1,583,154 ) Debt discount (5,404,452 ) Debt accretion 2,694,256 Balance, December 31, 2023 $ 2,694,256 Debt accretion 3,640,609 Extinguishment of debt (4,961,146 ) Unamortized debt discount - issuance costs (1,415,564 ) Convertible note issued with extended maturity date 6,376,710 Debt discount (5,344,229 ) Balance, June 30, 2024 $ 990,636 |
SCHEDULE OF CONVERTIBLE NOTES NET OF DEBT DISCOUNT | SCHEDULE OF CONVERTIBLE NOTES NET OF DEBT DISCOUNT June 30, 2024 December 31, 2023 Convertible notes - total principal $ 7,200,619 $ 6,987,606 Unamortized issuance costs and discount (6,376,710 ) (4,293,350 ) Convertible Notes, Net of Debt Discount $ 990,636 $ 2,694,256 June 30, 2024 December 31, 2023 Current portion $ 990,636 $ 2,694,256 Non-current portion $ - $ - Convertible Notes, Net of Debt Discount $ 990,636 $ 2,694,256 |
STOCKHOLDERS_ EQUITY (DEFICIT)
STOCKHOLDERS’ EQUITY (DEFICIT) (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Equity [Abstract] | |
SCHEDULE OF STOCK OPTION ACTIVITY | The summary of option activity for the six months ended June 30, 2024, 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, 2022 3,925,943 $ 1.33 6.06 $ - Granted/forfeited - - - - Outstanding at December 31, 2023 3,925,943 1.33 5.06 - Forfeited (211,667 ) 1.64 - - Expired (1,095,000 ) 1.01 - Outstanding at June 30, 2024 2,619,276 1.44 6.37 - Exercisable at June 30, 2024 2,519,276 $ 1.42 6.32 $ - |
SCHEDULE OF OPTIONS OUTSTANDING AND EXERCISABLE | As of June 30, 2024, 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 $ 1.01 890,943 890,943 4.80 $ - 1.25 415,000 415,000 6.65 - 1.37 200,000 200,000 6.13 - 1.75 800,000 740,000 7.41 - 2.20 313,333 273,333 7.94 - $ 1.44 2,619,276 2,519,276 6.37 - |
SCHEDULE OF WARRANTS OUTSTANDING | SCHEDULE OF WARRANTS OUTSTANDING Number Weighted Average Price Balance, December 31, 2022 20,048,497 $ 2.64 Warrants modified pursuant to debt extinguishment (Note 6) 355,577,447 0.1 Issued pursuant to debt agreements (Note 6) 183,560,497 0.15 Issued 79,949,352 0.11 Exercised (2,652,159 ) 0.1 Exercised - - Balance, December 31, 2023 and June 30, 2024 636,483,634 $ 0.12 |
GOING CONCERN (Details Narrativ
GOING CONCERN (Details Narrative) - USD ($) | 1 Months Ended | ||
Jul. 31, 2024 | Jun. 30, 2024 | Dec. 31, 2023 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Accumulated deficit | $ (161,635,217) | $ (151,336,349) | |
Working capital | (22,629,551) | (19,633,804) | |
Cash | $ 5,222 | $ 148,465 | |
Co-Development Agreement [Member] | Subsequent Event [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Investment capital | $ 1,250,000 |
SCHEDULE OF FAIR VALUES OF FINA
SCHEDULE OF FAIR VALUES OF FINANCIAL INSTRUMENTS (Details) - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 |
Platform Operator, Crypto Asset [Line Items] | ||
Contingent liabilities | $ 5,903,000 | $ 5,406,000 |
Fair Value, Inputs, Level 1 [Member] | ||
Platform Operator, Crypto Asset [Line Items] | ||
Contingent liabilities | ||
Total | ||
Fair Value, Inputs, Level 2 [Member] | ||
Platform Operator, Crypto Asset [Line Items] | ||
Contingent liabilities | ||
Total | ||
Fair Value, Inputs, Level 3 [Member] | ||
Platform Operator, Crypto Asset [Line Items] | ||
Contingent liabilities | 5,903,000 | 5,406,000 |
Total | $ 5,903,000 | $ 5,406,000 |
SCHEDULE OF LIABILITIES FAIR VA
SCHEDULE OF LIABILITIES FAIR VALUE MEASURED (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Platform Operator, Crypto Asset [Line Items] | ||||
Change in fair value of contingent liabilities | $ 88,000 | $ 714,000 | $ (497,000) | $ 1,990,000 |
Fair Value, Inputs, Level 3 [Member] | Derivative and Contingent Liabilities [Member] | ||||
Platform Operator, Crypto Asset [Line Items] | ||||
Beginning Balance | 5,406,000 | |||
Change in fair value of contingent liabilities | 497,000 | |||
Ending Balance | $ 5,903,000 | $ 5,903,000 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 | Jun. 30, 2024 | Dec. 31, 2023 | |
Midrange average estimated interest rate | 20.60% | ||
Liabilities fair value adjustment | $ 10,000 | $ 637,000 | |
Royalty payments | 3,995,000 | $ 3,358,000 | |
Adjustment of warrants | $ 4,075,749 | 5,483,684 | |
Debt discount | $ 5,344,229 | ||
Goodwill [Member] | |||
Intangible asset percentage | 33.80% | 33.80% | |
In Process Research And Development Assets [Member] | |||
Discount rate intangible asset percentage | 35.20% | 35.20% | |
Scenario, Adjustment [Member] | |||
Pre tax discount rate percentage | 20.60% | ||
Market value | |||
Warrants Liabilities [Member] | |||
Risk free rate | 1.19% | ||
Expected volatility | 69.62% | ||
Expected dividend | $ 0 | ||
Expected life | 5 years 11 months 15 days | ||
Increase (decrease) in operating liabilities | $ 98,000 | $ 140,000 | |
Warrants liabilities | $ 85,000 | 225,000 | |
Liquidation Preference [Member] | |||
Risk free rate | 0.21% | ||
Expected volatility | 78.93% | ||
Expected dividend | $ 0 | ||
Expected life | 5 years | ||
Liquidation preference value | 0 | $ 0 | |
Liquidation preference fair market value | 1,823,000 | $ 1,823,000 | $ 1,823,000 |
OID Convertible Notes [Member] | |||
Risk free rate | 4.25% | ||
Expected volatility | 349.95% | ||
Expected dividend | |||
Adjustment of warrants | 5,483,684 | ||
Debt discount | 5,344,229 | ||
Convertible notes | $ 139,455 | $ 139,455 |
SCHEDULE OF RIGHT-OF-USE ASSET
SCHEDULE OF RIGHT-OF-USE ASSET AND RELATED LEASE LIABILITIES (Details) - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 |
Leases | ||
Right-of-use asset | $ 899,411 | $ 1,101,211 |
Operating lease liabilities, current | 439,508 | 434,082 |
Operating lease liabilities, non-current | 459,903 | 667,129 |
Total operating lease liabilities | $ 899,411 | $ 1,101,211 |
SCHEDULE OF MATURITIES OF LEASE
SCHEDULE OF MATURITIES OF LEASE LIABILITIES (Details) - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 |
Leases | ||
2024 | $ 217,041 | |
2025 | 444,934 | |
2026 | 266,034 | |
Total lease payments | 928,009 | |
Less: Present value discount | (28,598) | |
Total | $ 899,411 | $ 1,101,211 |
LEASES (Details Narrative)
LEASES (Details Narrative) | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||||
Apr. 01, 2022 USD ($) ft² | Mar. 31, 2022 USD ($) | Dec. 11, 2020 ft² | Dec. 31, 2020 USD ($) | Jun. 30, 2024 USD ($) | Jun. 30, 2023 USD ($) | Jun. 30, 2024 USD ($) | Jun. 30, 2023 USD ($) | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Lease agreement, description | five-and-a-half-year lease agreement | |||||||
Administrative office and laboratories space | ft² | 10,300 | |||||||
Payments for rent | $ 63,885 | $ 37,674 | $ 161,058 | $ 192,502 | ||||
Operating expenses | $ 1,589,360 | $ 4,939,110 | $ 2,984,660 | $ 7,161,692 | ||||
Operating Lease Agreement [Member] | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Administrative office and laboratories space | ft² | 3,053 | |||||||
Payments for rent | $ 15,641 | $ 10,800 | ||||||
Annually percentage | 2.50% | 2.50% | ||||||
Operating expenses | $ 12,000 | |||||||
Increase in operating lease | $ 16,032 | |||||||
Operating lease expense | $ 12,000 | |||||||
Operating lease expense | $ 17,500 | |||||||
Lease term | 2 years 29 days | 2 years 29 days | ||||||
Operating lease discount rate | 3.95% | 3.95% |
SCHEDULE OF INTANGIBLE ASSETS A
SCHEDULE OF INTANGIBLE ASSETS AMORTIZATION EXPENSE (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Jun. 30, 2024 | Dec. 31, 2022 | |
Finite-Lived Intangible Assets [Line Items] | |||
Gross carrying amount | $ 29,142,745 | $ 15,850,745 | |
Accumulated amortization | (2,308,896) | (1,704,170) | |
Net carrying amount | 14,364,129 | 14,146,575 | $ 27,675,020 |
Impairment | (12,469,720) | ||
Patents [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross carrying amount | 122,745 | 122,745 | |
Accumulated amortization | |||
Net carrying amount | 122,745 | 122,745 | |
Impairment | |||
DuraGraft Patent [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross carrying amount | 5,256,000 | 5,256,000 | |
Accumulated amortization | (1,381,383) | (1,583,537) | |
Net carrying amount | 3,874,617 | 3,672,463 | |
Impairment | |||
DuraGraft Distributor Relationship [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross carrying amount | 308,000 | 308,000 | |
Accumulated amortization | (105,233) | (120,633) | |
Net carrying amount | 202,767 | 187,367 | |
Impairment | |||
DuraGraft Cyto Protectant [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross carrying amount | 12,606,000 | 10,164,000 | |
Accumulated amortization | |||
Net carrying amount | 10,164,000 | $ 10,164,000 | |
Impairment | (2,442,000) | ||
Krillase Intangible Assets [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross carrying amount | 4,250,000 | ||
Accumulated amortization | |||
Net carrying amount | |||
Impairment | (4,250,000) | ||
My Health Logic - Trade Name [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross carrying amount | 450,000 | ||
Accumulated amortization | (65,090) | ||
Net carrying amount | |||
Impairment | (384,910) | ||
My Health Logic - Biotechnology [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross carrying amount | 4,600,000 | ||
Accumulated amortization | (547,941) | ||
Net carrying amount | |||
Impairment | (4,052,059) | ||
My Health Logic - Software [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross carrying amount | 1,550,000 | ||
Accumulated amortization | (209,249) | ||
Net carrying amount | |||
Impairment | $ (1,340,751) |
SCHEDULE OF GOODWILL (Details)
SCHEDULE OF GOODWILL (Details) - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 |
Impairment Effects on Earnings Per Share [Line Items] | ||
Balance | $ 5,416,000 | $ 5,416,000 |
DuraGraft [Member] | ||
Impairment Effects on Earnings Per Share [Line Items] | ||
Balance | 5,416,000 | 5,416,000 |
My Health Logic [Member] | ||
Impairment Effects on Earnings Per Share [Line Items] | ||
Balance |
SCHEDULE OF INTANGIBLE ASSETS (
SCHEDULE OF INTANGIBLE ASSETS (Details) - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 | Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Beginning Balance | $ 14,364,129 | $ 27,675,020 |
Impairment | (12,469,720) | |
Amortization expense | (217,554) | (841,171) |
Ending Balance | $ 14,146,575 | $ 14,364,129 |
INTANGIBLE ASSETS (Details Narr
INTANGIBLE ASSETS (Details Narrative) - USD ($) | 6 Months Ended | 12 Months Ended | ||||
Jun. 30, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Sep. 12, 2018 | |
Finite-Lived Intangible Assets [Line Items] | ||||||
Net carrying amount | $ 14,146,575 | $ 14,364,129 | $ 27,675,020 | |||
Impairment of intangible assets | 12,469,720 | |||||
Intangible assets impairment | (12,469,720) | |||||
Goodwill | 5,416,000 | 5,416,000 | ||||
DuraGraft and My Health Logic [Member] | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
2025 | 435,108 | |||||
2026 | 435,108 | |||||
2027 | 435,108 | |||||
2028 | 435,108 | |||||
2029 | 435,108 | |||||
2030 and thereafter | 1,684,289 | |||||
Krillase Technology [Member] | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Intangibles assets | $ 28,600,000 | |||||
Net carrying amount | ||||||
Impairment of intangible assets | 0 | 4,250,000 | ||||
DuraGraft [Member] | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Intangibles assets | $ 18,170,000 | |||||
Intangible assets impairment | 2,442,000 | |||||
Intangible assets impairment | 0 | 14,241,384 | ||||
My Health Logic, Inc. [Member] | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Intangibles assets | $ 6,600,000 | |||||
Impairment of intangible assets | 5,777,720 | |||||
Intangible assets impairment | $ 0 | |||||
Goodwill | 1,774,656 | |||||
Impairment charges | $ 1,774,656 |
NOTES PAYABLE (Details Narrativ
NOTES PAYABLE (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||||||
Oct. 23, 2023 | May 30, 2023 | Feb. 02, 2023 | Dec. 28, 2022 | Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2023 | Feb. 01, 2023 | Nov. 30, 2021 | |
Notes payable | $ 755,000 | $ 755,000 | ||||||||||
Mr Richamond [Member] | ||||||||||||
Notes payable | 286,000 | 286,000 | 151,000 | |||||||||
Hexin Promissory Note [Member] | ||||||||||||
Notes payable | $ 750,000 | |||||||||||
Annual interest rate | 20% | |||||||||||
Interest expenses | 64,133 | |||||||||||
Debt outstanding | $ 814,133 | |||||||||||
Conversion units | 9,578,040 | |||||||||||
Hub International Limited [Member] | ||||||||||||
Notes payable | $ 165,469 | 30,360 | 30,360 | 130,122 | ||||||||
Annual interest rate | 8% | |||||||||||
Debt instrument, maturity date | Aug. 23, 2024 | |||||||||||
Walleye Opportunities Master Fund Ltd. [Member] | ||||||||||||
Notes payable | $ 1,000,000 | |||||||||||
Debt instrument, maturity date | May 07, 2023 | |||||||||||
Interest expenses | 250,000 | |||||||||||
Debt outstanding | $ 1,250,000 | |||||||||||
Conversion units | 14,705,890 | |||||||||||
Notes payable increased | 1,250,000 | |||||||||||
Principal amount | $ 1,250,000 | $ 1,000,000 | ||||||||||
MyHealth Logic Acquisition [Member] | ||||||||||||
Notes payable | $ 468,137 | |||||||||||
Annual interest rate | 9% | |||||||||||
Debt outstanding | 255,267 | 255,267 | 252,223 | |||||||||
Aggregate amount settled | $ 278,678 | |||||||||||
Debt accrued interest | 5,602 | $ 5,298 | 11,142 | $ 18,366 | ||||||||
Santander Bank Sullivan and Worcester LLP [Member] | ||||||||||||
Notes payable | 65,000 | 65,000 | 65,000 | |||||||||
Dr Vithalbhai Dhaduk [Member] | ||||||||||||
Notes payable | $ 150,000 | $ 150,000 |
SCHEDULE OF CONVERTIBLE NOTES (
SCHEDULE OF CONVERTIBLE NOTES (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Short-Term Debt [Line Items] | |||||
Debt discount | $ 5,344,229 | ||||
Debt accretion | $ 1,566,561 | $ 150,086 | 3,640,609 | $ 150,086 | |
Convertible Notes Payable [Member] | |||||
Short-Term Debt [Line Items] | |||||
Beginning balance | 14,288,335 | 2,751,633 | $ 2,751,633 | ||
Unamortized debt discount - issuance costs | |||||
Issuance of convertible notes | |||||
Debt accretion on Original securities | 1,835,741 | ||||
Debt extinguishment | (4,587,374) | ||||
Convertible notes issued - new securities | 19,403,385 | ||||
Debt discount | (19,403,385) | ||||
Debt accretion new sercurities | 17,792,071 | ||||
Mandatory Default Amount | 7,378,993 | ||||
Conversion of debt | (9,426,260) | ||||
Extinguishment of debt | (4,828,403) | (10,518,069) | |||
Convertible note issued with extended maturity date | 10,518,069 | ||||
Debt discount | (1,204,952) | (1,520,047) | |||
Debt accretion | 63,578 | ||||
Debt accretion | 3,433,668 | ||||
Convertible notes issued with extended maturity date | 5,334,069 | ||||
Ending balance | 17,022,717 | 17,022,717 | 14,288,335 | ||
OID Convertible Notes [Member] | |||||
Short-Term Debt [Line Items] | |||||
Beginning balance | 2,694,256 | ||||
Unamortized debt discount - issuance costs | (1,415,564) | (1,583,154) | |||
Issuance of convertible notes | 6,987,606 | ||||
Debt discount | (5,344,229) | (5,404,452) | |||
Extinguishment of debt | (4,961,146) | ||||
Convertible note issued with extended maturity date | 6,376,710 | ||||
Debt accretion | 3,640,609 | 2,694,256 | |||
Ending balance | $ 990,636 | $ 990,636 | $ 2,694,256 |
SCHEDULE OF CONVERTIBLE NOTES N
SCHEDULE OF CONVERTIBLE NOTES NET OF DEBT DISCOUNT (Details) - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 | Dec. 31, 2022 |
Convertible Notes Payable [Member] | |||
Short-Term Debt [Line Items] | |||
Convertible notes - total principal | $ 19,492,617 | $ 18,955,174 | |
Unamortized issuance costs and discount | (2,469,890) | (4,666,839) | |
Convertible Notes, Net of Debt Discount | 17,022,717 | 14,288,335 | $ 2,751,633 |
Current portion | 17,022,717 | 14,288,335 | |
Non-current portion | |||
OID Convertible Notes [Member] | |||
Short-Term Debt [Line Items] | |||
Convertible notes - total principal | 7,200,619 | 6,987,606 | |
Unamortized issuance costs and discount | (6,376,710) | (4,293,350) | |
Convertible Notes, Net of Debt Discount | 990,636 | 2,694,256 | |
Current portion | 990,636 | 2,694,256 | |
Non-current portion |
CONVERTIBLE PROMISSORY NOTES _3
CONVERTIBLE PROMISSORY NOTES AND WARRANTS (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||
Dec. 11, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Short-Term Debt [Line Items] | ||||||||
Shares issued in aggregate | 4,207,828 | 4,180,071 | 4,260,594 | |||||
Proceeds from Issuance of Common Stock | $ 344,959 | $ 6,500,743 | $ 6,692,765 | |||||
Loss on extinguishment of debt | 684,682 | |||||||
Convertible debt | $ 9,340,774 | |||||||
Gain on debt extinguishment | $ 667,200 | $ (684,682) | $ 559,830 | $ (684,682) | ||||
Interest and accretion expenses | 1,342,178 | 5,730,714 | 3,433,668 | 7,286,891 | ||||
Debt discount | (5,344,229) | |||||||
Loss on issuance of debt | 2,377,569 | 2,377,569 | ||||||
Fair value adjustment of warrants | 4,075,749 | 5,483,684 | ||||||
Debt discount | 5,344,229 | |||||||
Extinguishment of Debt, Gain (Loss), Net of Tax | ||||||||
Interest and acceration expenses | 1,566,561 | 150,086 | 3,640,609 | 150,086 | ||||
Class E Warrant [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Conertible warrants | $ 0.10 | |||||||
Class F Warrant [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Conertible warrants | 0.20 | |||||||
OID Convertible Notes [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Debt discount | (5,344,229) | |||||||
Fair value adjustment of warrants | 5,483,684 | |||||||
Debt discount | 5,344,229 | |||||||
Convertible notes | 139,455 | 139,455 | ||||||
Private Placement [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Conertible warrants | $ 0.10 | |||||||
Warrants outstanding | $ 10,000,000 | |||||||
Warrants outstanding | 100,000,000 | |||||||
Percentage of original issue discount | 15% | |||||||
Warrant purchase percentage | 125% | |||||||
Convertible Notes [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Principal amount | $ 1,000,000 | |||||||
Maturity date | May 07, 2023 | |||||||
Mandatory default description | the Company also defaulted under the Convertible Notes on the same date. As the result, the Company accreted a default amount of $7,378,993 to the value of the Convertible Notes in 2023. | |||||||
Gain on debt extinguishment | 126,521 | $ 684,682 | 699,286 | $ 684,682 | ||||
Loss on issuance of debt | $ 6,888,475 | |||||||
OID Convertible Notes [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Principal amount | 7,200,619 | 7,200,619 | $ 6,987,606 | |||||
Conversion into shares | 69,876,060 | |||||||
Debt discount | 5,344,229 | $ 5,404,452 | ||||||
Debt discount | (5,344,229) | (5,404,452) | ||||||
Convertible notes | $ 990,636 | $ 990,636 | $ 2,694,256 | |||||
Convertible Debt [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Shares, Outstanding | 8,269,237 | |||||||
Shares replacement units | 190,584,260 | |||||||
2023 Convertible Notes Payable [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Debt instrument conversion description | The OID Convertible Notes mature nine months from the date of the OID Units Initial Closing and accrue 10% of interest per annum on the outstanding principal amount. The OID Convertible Notes are unsecured and subordinated to any senior indebtedness of the Company. The OID Convertible Notes’ principal and accrued interest may generally be converted at any time at a conversion price of $0.10 per share, subject to adjustment, at the option of the holder, into shares of common stock, subject to certain limitations: (i) conversion would not cause the holder to beneficially own more than 4.99% of the Company’s common stock, or more than 9.99% if the holder beneficially owns more than 4.99% of common stock based on ownership of equity securities of the Company other than the OID Convertible Notes or the respective warrants; and (ii) the Company’s articles of incorporation have been amended to increase the number of authorized shares of common stock to a sufficient amount to permit the full conversion of the OID Convertible Notes (the “Capital Event Amendment”). | |||||||
2023 Warrants Terms [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Class of warrant description | The Class E Warrants and Class F Warrants are generally exercisable for a period from the date of the Capital Event Amendment until five years from the date of issue. The exercise right is subject to a similar beneficial ownership limitation that applies to conversion of the OID Convertible Notes above, i.e., exercise is permitted only if it would not cause the holder to beneficially own more than 4.99% of the Company’s common stock, or more than 9.99% if the holder beneficially owns more than 4.99% of common stock based on ownership of equity securities of the Company other than the OID Convertible Notes or the Class E Warrants and Class F Warrants. | |||||||
Class C Warrant [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Conertible warrants | $ 0.10 | |||||||
Warrant [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Warrants outstanding | 636,483,634 | 636,483,634 | 636,483,634 | |||||
Decrease in fair value of this liability | $ 795,934 | |||||||
Fair value adjustment of warrants | $ 11,496,701 | |||||||
Warrant [Member] | Convertible Notes [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Decrease in fair value of this liability | $ 12,292,635 |
SCHEDULE OF STOCK OPTION ACTIVI
SCHEDULE OF STOCK OPTION ACTIVITY (Details) - USD ($) | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | |
Equity [Abstract] | |||
Number of Options, Outstanding Beginning Balance | 3,925,943 | 3,925,943 | |
Weighted Average Exercise Price, Outstanding Beginning Balance | $ 1.33 | $ 1.33 | |
Weighted average contractual life term, outstanding | 6 years 4 months 13 days | 5 years 21 days | 6 years 21 days |
Total Intrinsic Value, Beginning balance | |||
Number of Options, Forfeited | (211,667) | ||
Weighted Average Exercise Price, Forfeited | $ 1.64 | ||
Number of Options, Expired | (1,095,000) | ||
Weighted Average Exercise Price, Expired | $ 1.01 | ||
Number of Options, Outstanding Ending Balance | 2,619,276 | 3,925,943 | 3,925,943 |
Weighted Average Exercise Price, Outstanding Ending Balance | $ 1.44 | $ 1.33 | $ 1.33 |
Total Intrinsic Value, Ending balance | |||
Number of options, Exercisable | 2,519,276 | ||
Weighted Average Exercise Price, Exercisable | $ 1.42 | ||
Weighted average contractual life term, exercisable | 6 years 3 months 25 days | ||
Total Intrinsic Value, exercisable |
SCHEDULE OF OPTIONS OUTSTANDING
SCHEDULE OF OPTIONS OUTSTANDING AND EXERCISABLE (Details) - USD ($) | 6 Months Ended | ||
Jun. 30, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |||
Intrinsic Value | |||
Exercise Price Range 1.01 [Member] | |||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |||
Exercise Price | $ 1.01 | ||
Number of Options Outstanding | 890,943 | ||
Number of Options Exercisable | 890,943 | ||
Weighted Average Remaining Contractual Years | 4 years 9 months 18 days | ||
Intrinsic Value | |||
Exercise Price Range 1.25 [Member] | |||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |||
Exercise Price | $ 1.25 | ||
Number of Options Outstanding | 415,000 | ||
Number of Options Exercisable | 415,000 | ||
Weighted Average Remaining Contractual Years | 6 years 7 months 24 days | ||
Intrinsic Value | |||
Exercise Price Range 1.37 [Member] | |||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |||
Exercise Price | $ 1.37 | ||
Number of Options Outstanding | 200,000 | ||
Number of Options Exercisable | 200,000 | ||
Weighted Average Remaining Contractual Years | 6 years 1 month 17 days | ||
Intrinsic Value | |||
Exercise Price Range 1.75 [Member] | |||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |||
Exercise Price | $ 1.75 | ||
Number of Options Outstanding | 800,000 | ||
Number of Options Exercisable | 740,000 | ||
Weighted Average Remaining Contractual Years | 7 years 4 months 28 days | ||
Intrinsic Value | |||
Exercise Price Range 2.20 [Member] | |||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |||
Exercise Price | $ 2.20 | ||
Number of Options Outstanding | 313,333 | ||
Number of Options Exercisable | 273,333 | ||
Weighted Average Remaining Contractual Years | 7 years 11 months 8 days | ||
Intrinsic Value | |||
Exercise Price Range 1.44 [Member] | |||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |||
Exercise Price | $ 1.44 | ||
Number of Options Outstanding | 2,619,276 | ||
Number of Options Exercisable | 2,519,276 | ||
Weighted Average Remaining Contractual Years | 6 years 4 months 13 days | ||
Intrinsic Value |
SCHEDULE OF WARRANTS OUTSTANDIN
SCHEDULE OF WARRANTS OUTSTANDING (Details) - Warrant [Member] - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 | Dec. 31, 2023 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Warrants outstanding, Beginning balance | 636,483,634 | 20,048,497 |
Weighted Average Price, Warrants outstanding, beginning balance | $ 0.12 | $ 2.64 |
Warrants outstanding, Warrants modified pursuant to debt extinguishment | $ 355,577,447 | |
Weighted average exercise price, Warrants modified pursuant to debt extinguishment | $ 0.1 | |
Warrants outstanding, issued | 79,949,352 | |
Weighted average exercise price, Issued | $ 0.11 | |
Warrants outstanding, Exercised | (2,652,159) | |
Weighted average exercise price, exercised | $ 0.1 | |
Warrants outstanding, Ending balance | 636,483,634 | 636,483,634 |
Weighted Average Price, Warrants outstanding, Ending balance | $ 0.12 | $ 0.12 |
Debt Agreement [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Warrants outstanding, issued | 183,560,497 | |
Weighted average exercise price, Issued pursuant to debt agreements | $ 0.15 |
STOCKHOLDERS_ EQUITY (DEFICIT_2
STOCKHOLDERS’ EQUITY (DEFICIT) (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||||
Dec. 11, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2021 | Dec. 27, 2022 | Dec. 26, 2022 | May 18, 2021 | |
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 | 2,000,000,000 | 2,000,000,000 | 2,000,000,000 | |||||||
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | |||||||
Common stock, shares issued | 131,793,088 | 131,793,088 | 131,793,088 | |||||||
Common stock, shares outstanding | 131,793,088 | 131,793,088 | 131,793,088 | |||||||
Share-based payment award, options, grants in period, gross | ||||||||||
Compensation cost | $ 0 | $ 0 | ||||||||
Gross proceeds from sale of equity | 5,000,000 | |||||||||
Fair Value Adjustment of Warrants | 4,075,749 | 5,483,684 | ||||||||
Debt discount | 5,344,229 | |||||||||
Non-cash share-based compensation | 41,588 | $ 160,762 | 95,852 | $ 371,728 | ||||||
OID Convertible Notes [Member] | ||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||
Fair Value Adjustment of Warrants | 5,483,684 | |||||||||
Debt discount | 5,344,229 | |||||||||
Convertible notes | $ 139,455 | $ 139,455 | ||||||||
Warrant [Member] | ||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||
Purchase of warrants | 636,483,634 | 636,483,634 | 636,483,634 | |||||||
Fair Value Adjustment of Warrants | $ 11,496,701 | |||||||||
Directors, Senior Officers and Consultants [Member] | ||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||
Number of restricted share awards granted | 350,000 | |||||||||
Stock Incentive Plan [Member] | ||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||
Share authorized | 5,300,000 | |||||||||
Number of shares available for issuance | 4,230,724 | 4,230,724 | 2,924,057 | 7,200,000 | 1,900,000 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Related Party Transaction [Line Items] | |||||
Professional fees related paty | $ 338,676 | $ 511,844 | $ 602,772 | $ 896,650 | |
Related Party [Member] | |||||
Related Party Transaction [Line Items] | |||||
Related party transactions owned | 287,900 | 287,900 | $ 230,153 | ||
Professional fees related paty | 88,500 | 72,000 | 181,000 | 144,000 | |
Outstanding balance for services | 16,400 | 16,400 | 7,653 | ||
Director and Executive Officers [Member] | |||||
Related Party Transaction [Line Items] | |||||
Professional fees related paty | 208,500 | 332,750 | 424,000 | 665,500 | |
Outstanding balance for services | 271,500 | 271,500 | 222,500 | ||
DuraGraft [Member] | |||||
Related Party Transaction [Line Items] | |||||
Royalties payable | $ 11,065 | 1,957 | $ 47,248 | ||
Somahlution [Member] | |||||
Related Party Transaction [Line Items] | |||||
Decrease in prepaid royalties | 151,000 | ||||
Prepaid royalties | $ 120,500 | $ 120,500 | $ 122,457 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended |
Jun. 30, 2024 | Jun. 30, 2024 | |
DuraGraft [Member] | ||
Loss Contingencies [Line Items] | ||
Prepaid royalties | $ 1,957 | |
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% |
AGREEMENT OBLIGATION (Details N
AGREEMENT OBLIGATION (Details Narrative) - USD ($) | 1 Months Ended | 6 Months Ended |
Apr. 30, 2024 | Jun. 30, 2024 | |
Agreement Obligation [Member] | ||
Investment return difference in the amount | $ 500,000 | |
Investment return | $ 1,000,000 | |
Agreement [Member] | Qualigen Therapeutics Inc [Member] | ||
Payments for fees | $ 200,000 | |
Fund received | $ 500,000 | |
Agreement [Member] | Qualigen Therapeutics Inc [Member] | Minimum [Member] | ||
Sales percentage | 33% | |
Contractual obligation | $ 500,000 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | 6 Months Ended | ||||
Jul. 19, 2024 | Jul. 12, 2024 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Subsequent Event [Line Items] | |||||
Proceeds from notes payable | $ 1,040,000 | $ 1,000,000 | |||
OID Convertible Notes [Member] | |||||
Subsequent Event [Line Items] | |||||
Principal amount | $ 7,200,619 | $ 6,987,606 | |||
Subsequent Event [Member] | OID Convertible Notes [Member] | |||||
Subsequent Event [Line Items] | |||||
Convertible notes | $ 100,000 | ||||
Subsequent Event [Member] | Qualigen Therapeutics Inc [Member] | |||||
Subsequent Event [Line Items] | |||||
Principal amount | $ 1,250,000 | ||||
Interest rate | 18% | ||||
Proceeds from notes payable | $ 1,250,000 |