Marizyme (MRZM) 10-K/A6 Feb 252023 FY Annual report (amended)Financial data

Company Profile

Cover

Cover - USD ($)	12 Months Ended
Cover - USD ($)	Dec. 31, 2023	May 13, 2024	Jun. 30, 2023
Cover [Abstract]
Document Type	10-K/A
Amendment Flag	true
Amendment Description	Marizyme, Inc. (referred to herein as the “Company,” “Marizyme,” “we,” “us,” or “our”) is filing this Amendment No. 1 on Form 10-K/A (this “Amendment No. 1”) to amend our Annual Report on Form 10-K for the year ended December 31, 2023, originally filed with the Securities and Exchange Commission (the “SEC”) on May 13, 2024 (the “Original 10-K”). Background of Restatement This Amendment addresses the restatement of amounts previously reported in the Company’s financial statements as of and for the year ended December 31, 2023. It also includes adjustments to interim periods ending June 30, 2023, and September 30, 2023, to reflect the following: 1.The original Convertible Notes – Units Private Placement (as defined and described in Note 6 of the consolidated financial statements in Part II, “Item 8. Financial Statements and Supplementary Data”) was modified. The modification resulted in: ●A difference between the reacquisition price of the debt and the net carrying amount of the extinguished debt. ●In the original filing, this difference was incorrectly recorded as part of the convertible debt discount to be amortized over the remaining life of the notes. ●In this Amendment No. 1, the difference has been correctly recognized in the income of the period of extinguishment as loss and identified as a separate line item. 2.Additionally, following the recalculation of the fair value of the Convertible Notes after extinguishment, the fair market value of the warrants attached to the Convertible Notes – Units Private Placement increased. This adjustment impacted the Company’s additional paid-in capital and contributed to the loss on extinguishment recognized in the period. The restatement had no impact on total net cash flows from operating, investing or financing activities. See Note 6 in the consolidated financial statements included in Part II “Item 8. Financial Statements and Supplementary Data” of this report for more information on the Company’s Convertible Notes – Units Private Placement. Restatement of Previously Issued Consolidated Financial Statements Previously filed quarterly reports on Form 10-Q for the periods affected by the restatement have not been amended. Accordingly, investors should no longer rely upon the Company’s previously released financial statements for this period and any earnings releases or other communications relating to these periods, and, for this period, investors should rely solely on the financial statements and other financial data for the relevant period included in this Amendment No. 1 on Form 10-K/A. See Note 11, “Restatement of Previously Issued Consolidated Financial Statements and Previously Issued Unaudited Interim Condensed Consolidated Financial Statements” in Part II, “Item 8. Financial Statements and Supplementary Data” for additional information. Additionally, Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in this Amendment No. 1 on Form 10-K/A is being amended to reflect the effect of the restatement described above. The Company has attached to this Form 10-K/A updated certifications executed as of the date of this Amendment by the Principal Executive Officer and Principal Financial Officer as required by Sections 302 and 906 of the Sarbanes Oxley Act of 2002. These updated certifications are attached as Exhibits 31.1 and 32.1 to this Amendment. Internal Control Considerations In connection with the restatement, our management has assessed the effectiveness of our internal control over financial reporting. The Audit Committee of the Company’s Board of Directors, with concurrence of management, has concluded that, in light of the errors described above, a material weakness exists in the Company’s internal controls over financial reporting for the periods noted above. Management plans to enhance processes by increasing the number of accounting professionals with the necessary skill sets, providing ongoing training for key personnel, and designing and implementing appropriate risk assessment and internal control procedures. For a discussion of management’s consideration of our disclosure controls and procedures, internal controls over financial reporting and the material weakness identified, see Part II, “Item 9A, Controls and Procedures” of this Amendment No. 1 on Form 10-K/A.
Document Annual Report	true
Document Transition Report	false
Document Period End Date	Dec. 31, 2023
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2023
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 Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
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 Public Float			$ 3,310,195
Entity Common Stock, Shares Outstanding		131,793,088
Documents Incorporated By Reference	None
ICFR Auditor Attestation Flag	false
Document Financial Statement Error Correction [Flag]	false
Auditor Name	WithumSmith+Brown, PC
Auditor Location	East Brunswick, New Jersey
Auditor Firm ID	100

Consolidated Balance Sheets

Consolidated Balance Sheets - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Current
Cash	$ 148,465	$ 510,865
Accounts receivable	60,284	87,801
Other receivables	35,797	15,310
Prepaid expenses	699,377	1,125,761
Inventory	24,855	215,566
Total current assets	968,778	1,955,303
Non-current
Property, plant and equipment, net	12,500	12,545
Operating lease right-of-use assets, net	1,101,211	1,485,023
Intangible assets, net	14,364,129	27,675,020
Prepaid royalties, non-current	122,457	339,091
Deposits	30,000	30,000
Goodwill	5,416,000	7,190,656
Total non-current assets	21,046,297	36,732,335
Total assets	22,015,075	38,687,638
Current
Accounts payable and accrued expenses	2,322,064	1,365,443
Notes payable	633,692	1,132,829
Convertible notes - Units Private Placement	16,328,476
Convertible notes - OID	2,694,256
Operating lease obligations	434,082	423,495
Total current liabilities	22,642,723	2,921,767
Non-current
Operating lease obligations, net of current portion	667,129	1,061,528
Convertible notes - Units Private Placement		2,751,633
Derivative liabilities		4,823,725
Contingent liabilities	5,406,000	9,707,000
Total non-current liabilities	6,073,129	18,343,886
Total liabilities	28,715,852	21,265,653
Commitments and contingencies
Stockholders’ equity (deficit):
Preferred stock, $0.001 par value, 25,000,000 shares authorized, no shares issued and outstanding as of December 31, 2023 and 2022
Common stock, par value $0.001, 2,000,000,000 shares authorized, issued and outstanding shares - 131,793,088 at December 31, 2023 and 40,528,191 at December 31, 2022	131,792	40,528
Additional paid-in capital	148,696,200	103,370,890
Accumulated deficit	(155,528,769)	(85,989,433)
Total stockholders’ equity	(6,700,777)	17,421,985
Total liabilities and stockholders’ equity (deficit)	22,015,075	38,687,638
Related Party [Member]
Current
Due to related parties	$ 230,153

Consolidated Balance Sheets (Pa

Consolidated Balance Sheets (Parenthetical) - $ / shares	Dec. 31, 2023	Dec. 31, 2022
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	40,528,191
Common stock, shares outstanding	131,793,088	40,528,191

Consolidated Statements of Oper

Consolidated Statements of Operations - USD ($)	12 Months Ended
Consolidated Statements of Operations - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Income Statement [Abstract]
Revenue	$ 645,810	$ 233,485
Direct cost of revenue	188,108	54,319
Gross profit	457,702	179,166
Operating expenses:
Professional fees (includes related party amounts of $288,000 and $172,800 respectively)	2,300,384	2,082,079
Salary expenses	1,317,581	2,421,969
Research and development	2,176,740	3,978,826
Stock-based compensation	526,597	1,905,948
Depreciation and amortization	841,217	841,444
Royalty expense	218,794
Impairment	14,244,375	24,350,000
Other general and administrative expenses	12,918,530	1,922,696
Total operating expenses	34,544,218	37,502,962
Total operating loss	(34,086,516)	(37,323,796)
Other income (expense)
Interest and accretion expenses	(13,254,332)	(2,789,255)
Change in fair value of contingent liabilities	4,301,000	1,606,000
Change in fair value of derivative liabilities	795,934
Loss on debt extinguishment	(20,406,947)	338,181
Loss on issuance of debt	(6,888,475)
Other income		3,000
Total other income (expense)	(35,452,820)	(842,074)
Net loss	$ (69,539,336)	$ (38,165,870)
Loss per share - basic	$ (1.53)	$ (0.94)
Loss per share - diluted	$ (1.53)	$ (0.94)
Weighted average number of shares of common stock outstanding - basic	45,473,190	40,727,092
Weighted average number of shares of common stock outstanding - diluted	45,473,190	40,727,092

Consolidated Statements of Op_2

Consolidated Statements of Operations (Parenthetical) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Related Party [Member]
Related Party Transaction [Line Items]
Professional fees related paty	$ 288,000	$ 172,800

Consolidated Statements of Stoc

Consolidated Statements of Stockholders' Equity (Deficit) - USD ($)	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total
Balance at Dec. 31, 2021	$ 40,528	$ 95,473,367	$ (47,823,563)	$ 47,690,332
Balance, shares at Dec. 31, 2021	40,528,191
Stock-based compensation expense		1,905,948		1,905,948
Issuance of warrants for services provided		6,191,575		6,191,575
Exercise of warrants	$ 300	2,700		3,000
Exercise of warrants, shares	300,000
Common stock repurchased and cancelled	$ (300)	(2,700)		(3,000)
Common stock repurchased and cancelled , shares	(300,000)
Warrants repurchased and retired		(200,000)		(200,000)
Net loss			(38,165,870)	(38,165,870)
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				(38,638,623)
Issuance of shares				494,596
Increase of fair value of warrants in debt extinguishment				12,666,268
Balance at Jun. 30, 2023				(6,085,702)
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
Issuance of shares				704,597
Increase of fair value of warrants in debt extinguishment				12,666,268
Balance at Sep. 30, 2023				(29,401,577)
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		526,597		526,597
Issuance of warrants for services provided		9,083,295		9,083,295
Exercise of warrants	$ 2,652	262,564		265,216
Exercise of warrants, shares	2,652,159
Net loss			(69,539,336)	(69,539,336)
Issuance of shares	$ 3,486	701,111		704,597
Issuance of shares, shares	3,486,410
Issuance of shares on debt conversion	$ 85,126	9,255,647		9,340,773
Issuance of shares on debt conversion, shares	85,126,328
Issuance of warrants on promissory note		1,333,128		1,333,128
Increase of fair value of warrants in debt extinguishment		12,666,268		12,666,268
Reclassification of warrants from derivative liability to equity		11,496,700		11,496,700
Balance at Dec. 31, 2023	$ 131,792	$ 148,696,200	$ (155,528,769)	(6,700,777)
Balance, shares at Dec. 31, 2023	131,793,088
Balance at Jun. 30, 2023				(6,085,702)
Net loss				(26,546,688)
Balance at Sep. 30, 2023				$ (29,401,577)

Consolidated Statements of Cash

Consolidated Statements of Cash Flows - USD ($)	12 Months Ended
Consolidated Statements of Cash Flows - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Cash flows from operating activities:
Net loss	$ (69,539,336)	$ (38,165,870)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	841,217	841,444
Stock-based compensation	526,597	1,905,948
Interest and accretion on convertible notes and notes payable	13,254,332	2,789,255
Issuance of warrants for services	9,083,295	1,850,533
Change in fair value of contingent liabilities	(4,301,000)	(1,606,000)
Change in fair value of derivative liabilities	(795,934)
Loss on debt extinguishment	20,406,947	(338,181)
Loss on issuance of debt	6,888,475
Shares issued as part of the Confidential Settlement Agreement	153,600
Shares issued for services	168,000
Warrants issued as part of promissory note agreement	1,333,128
Impairment	14,244,375	24,350,000
Other income		(3,000)
Change in operating assets and liabilities:
Accounts and other receivable	7,030	(53,154)
Prepaid expenses	426,384	(868,592)
Inventory	190,711	(193,213)
Accounts payable and accrued expenses	2,197,191	(228,684)
Due to related parties	230,153	(1,132,634)
Net cash used in operating activities	(4,684,835)	(10,852,148)
Cash flows from financing activities:
Proceeds from financing, net of issuance cost	2,840,000	6,500,743
Proceeds from shares issued for exercise of warrants	265,216	3,000
Proceeds from promissory notes	1,381,469	954,767
Repayments of promissory notes	(164,250)	(167,836)
Net cash provided by financing activities	4,322,435	7,290,674
Net change in cash	(362,400)	(3,561,474)
Cash at beginning of year	510,865	4,072,339
Cash at end of year	148,465	510,865
Supplemental disclosure of cash flow information:
Cash paid for interest
Cash paid for taxes
Non-cash investing and financing activities:
Derivative liabilities and debt discount issued in connection with convertible notes	27,528,235	2,338,379
Warrants and debt discount issued in connection with convertible notes	344,959	4,341,042
Settlement of debt with convertible notes	2,264,133	278,678
Increase of fair value of warrants in debt extinguishment	12,666,268
Shares issued on debt conversion	9,424,914
Warrants repurchased and retired		$ 200,000

Organization, Basis of Presenta

Organization, Basis of Presentation and Summary of Significant Accounting Policies	12 Months Ended
	Dec. 31, 2023
Accounting Policies [Abstract]
Organization, Basis of Presentation and Summary of Significant Accounting Policies	1. Organization, Basis of Presentation and Summary of Significant Accounting Policies Organization 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”. Basis of Presentation and Principles of Consolidation The Company’s consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The accompanying consolidated financial statements include the consolidated accounts of the Company and its wholly owned subsidiaries, Somahlution, Inc. (“Somahlution”), Somaceutica, Inc. (“Somaceutica”), Marizyme Sciences, Inc. (“Marizyme Sciences”), and My Health Logic, Inc. (“My Health Logic”). All intercompany transactions have been eliminated on consolidation. Going Concern The Company’s consolidated financial statements are prepared using GAAP as applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. However, the Company does not have an established source of revenues sufficient to cover its operating costs and to allow it to continue as a going concern. The Company, since its inception, has incurred recurring operating losses and negative cash flows from operations and has an accumulated deficit of $ 155,528,769 21,673,945 148,465 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 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 filing with 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 April of 2024, the Company engaged in a Co-Development Agreement with Qualigen Therapeutics, Inc. (“Qualigen”) aimed at furthering the commercialization efforts of DuraGraft™. Pursuant to the Agreement, Qualigen has committed to providing up to $ 1,500,000 The 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. Use of Estimates The preparation of the consolidated financial statements in accordance with GAAP requires management to make use of certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reported periods. The Company bases its estimates on historical experience and on various other assumptions that management believes are reasonable under the circumstances, the results of which form the basis for making judgments about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results could differ from those estimates. Significant estimates are related to recoverability of long-term assets including intangible assets and goodwill, amortization expense, valuation of warrants, stock-based compensation, derivative liabilities, contingent liabilities, and deferred tax valuations. Restatement See Note 11, “Restatement of Previously Issued Consolidated Financial Statements and Previously Issued Unaudited Interim Condensed Consolidated Financial Statements”, for additional information regarding the restatement of amounts included in the Company’s previously issued financial statements as of and for the year ended December 31, 2023, and for each of the quarterly periods ended June 30, 2023, and September 30, 2023. 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 as well as considers counterparty credit risk in its assessment of fair value. The carrying amounts of certain cash, accounts receivable, other receivables, accounts payable and accrued expenses, notes payable, and amounts due to related parties approximate fair value due to the short-term nature of these instruments. The fair value of lease obligations is determined using discounted cash flows based on the expected amounts and timing of the cash flows discounted using a market rate of interest adjusted for appropriate credit risk. The contingent liabilities assumed on the acquisition of Somahlution 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 6.21 1,202,000 225,000 1,427,000 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 2,044,000 3,358,000 5,402,000 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 1,055,000 Nil 1,055,000 iv. The present value of liquidation preference liability, included in the contingent consideration, was determined using the Black-Scholes option pricing method and represents the fair value of the maximum payment amount according to the Agreement. The following assumptions were used in the Black-Scholes option pricing model: risk free rate of 0.21 78.93 0 5 No 1,823,000 The derivative liabilities consisted of optional and automatic conversion features and the share redemption feature attached to the convertible notes, issued pursuant to the Unit Purchase Agreement (see Note 6). 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. At December 31, 2023 and 2022, the fair values of these financial instruments were as follows: Schedule of Fair Values of Financial Instruments December 31, 2023 Level 1 Level 2 Level 3 Fair Value Hierarchy December 31, 2023 Level 1 Level 2 Level 3 Liabilities Derivative liabilities $ - $ - $ - Contingent liabilities - - 5,406,000 Total $ - $ - $ 5,406,000 December 31, 2022 Level 1 Level 2 Level 3 Fair Value Hierarchy December 31, 2022 Level 1 Level 2 Level 3 Liabilities Derivative liabilities $ - $ - $ 4,823,725 Contingent liabilities - - 9,707,000 Total $ - $ - $ 14,530,725 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 Derivative and Contingent Liabilities Derivative Liabilities Contingent Liabilities Balance at December 31, 2022 $ 4,823,725 $ 9,707,000 Change in fair value of contingent liabilities - (4,301,000 ) Derivative liabilities extinguished pursuant to Unit Purchase Agreement (Note 6) (4,823,725 ) - Derivative liabilities issued pursuant to OID Purchase Agreement (Note 6) 12,292,635 - Change in fair value of derivative liabilities (795,934 ) - Derivative liabilities reclassified to equity (Note 6) (11,496,701 ) Balance at December 31, 2023 $ - $ 5,406,000 Cash Cash includes cash in readily available checking accounts. Concentrations of Credit Risk The Company had significant cash balances at financial institutions which throughout the year regularly exceed the federally insured limit of $ 250,000 Inventory Inventory consisted of primarily finished goods and is valued at the lower of cost and net realizable value. Cost is determined using the first-in, first out method. The Company decreases the value of inventory for estimated obsolescence equal to the difference between the cost of inventory and the estimated market value, based upon an aging analysis of the inventory on hand, specifically known inventory-related risks, and assumptions about future demand and market conditions. The Company has determined that no inventory reserve was necessary as of December 31, 2023 and 2022. Accounts Receivable Trade receivables are amounts due from customers for goods sold in the ordinary course of business. Accounts receivable are non-interest bearing and are due for settlement in full within 30 days. Trade receivables are shown net of allowance for credit losses. Allowance for Credit Losses Effective the first quarter of fiscal year 2023, the Company adopted the Current Expected Credit Losses (CECL) model as per FASB ASU No. 2016-13. This transition had no material impact on the Company’s financial position, results of operations, or cash flows for the years ended December 31, 2023 and 2022. Management believes the allowance for credit losses adequately reflects estimated credit losses. Future adjustments will be made as necessary based on economic conditions. Property, Plant, and Equipment, Net Property, plant and equipment are recorded at cost, less accumulated depreciation. Depreciation expense is recognized using the straight-line method over the useful life of the asset. Machinery, computer equipment and related software are depreciated over five to seven years. Furniture and fixtures are depreciated over four seven years Intangible Assets and Goodwill Intangible assets are recorded at cost less accumulated amortization and accumulated impairment losses. Intangible assets acquired as a result of an acquisition or in a business combination are measured at fair value at the acquisition date. The useful lives of intangible assets are assessed as either finite or indefinite. Intangible assets with finite lives are amortized over the estimated useful economic life and assessed for impairment whenever there is an indication that the intangible asset may be impaired. The estimated useful life and amortization method are reviewed at the end of each reporting period, with the effect of any changes in estimates being accounted for on a prospective basis. Goodwill represents the excess of the purchase price paid for the acquisition of subsidiaries over the fair value of the net assets acquired. Following the initial recognition, goodwill is measured at cost less any accumulated impairment losses. In-Process Research and Development The Company evaluates whether acquired intangible assets are a business under applicable accounting standards. Additionally, the Company assesses whether the acquired assets have a future alternative use. Intangible assets that do not have future alternative use are considered acquired in-process research and development (“IPR&D”). When the acquired in-process research and development assets are not part of a business combination, the value of the consideration paid is expensed on the acquisition date. Future costs to develop these assets are recorded to research and development expense as they are incurred. Impairment ● Impairment of long-lived assets: As of December 31, 2024, the Company conducted an undiscounted cash flow test with assumptions, including a cash flows forecast for the next 10 years, a weighted average cost of capital (WACC) of 29.4%, and a long-term growth rate of 3.6%. Based on this analysis, the Company determined that no impairment should be recognized for long-lived assets for the year ended December 31, 2024. ● Goodwill ● In-process research and development assets: The fair value of IPR&D is determined using the Discounted Cash Flow (DCF) method, which considers inputs such as cash forecast for the next 8 years, an average gross margin of 90%, and a weighted average cost of capital (WACC) of 31.0%. The Company categorizes the fair value measurement of IPR&D under Level 3 of the fair value hierarchy, with significant unobservable inputs including: future cash flow projections, probability of success for development phases, market penetration rates, discount rate assumptions, terminal value growth rates, and development timeline estimates. Leases At the inception of a contractual arrangement, the Company determines whether the contract contains a lease by assessing whether there is an identified asset and whether the contract conveys the right to control the use of the identified asset in exchange for consideration over a period of time. If both criteria are met, the Company records the associated lease liability and corresponding right-of-use asset upon commencement of the lease using the implicit rate or a discount rate based on a credit-adjusted secured borrowing rate commensurate with the term of the lease. The Company additionally evaluates leases at their inception to determine if they are to be accounted for as an operating lease or a finance lease. A lease is accounted for as a finance lease if it meets one of the following five criteria: the lease has a purchase option that is reasonably certain of being exercised, the present value of the future cash flows is substantially all of the fair market value of the underlying asset, the lease term is for a significant portion of the remaining economic life of the underlying asset, the title to the underlying asset transfers at the end of the lease term, or if the underlying asset is of such a specialized nature that it is expected to have no alternative uses to the lessor at the end of the term. Leases that do not meet the finance lease criteria are accounted for as an operating lease. Operating lease assets represent a right to use an underlying asset for the lease term and operating lease liabilities represent an obligation to make lease payments arising from the lease. Operating lease liabilities with a term greater than one year and their corresponding right-of-use assets are recognized on the consolidated balance sheets at the commencement date of the lease based on the present value of lease payments over the expected lease term. Certain adjustments to the right-of-use asset may be required for items such as initial direct costs paid or incentives received. As the Company’s leases do not typically provide an implicit rate, the Company utilizes the appropriate incremental borrowing rate, determined as the rate of interest that the Company would have to pay to borrow on a collateralized basis over a similar term and in a similar economic environment. Lease cost is recognized on a straight-line basis over the lease term and variable lease payments are recognized as operating expenses in the period in which the obligation for those payments is incurred. Variable lease payments primarily include common area maintenance, utilities, real estate taxes, insurance, and other operating costs that are passed on from the lessor in proportion to the space leased by the Company. The Company has elected the practical expedient to not separate between lease and non-lease components. Revenue Recognition Pursuant to Topic 606, the Company recognizes revenue to depict the transfer of promised goods or services to a customer in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve this core principle, Topic 606 outlines a five-step process for recognizing revenue from customer contracts that includes i) identification of the contract with a customer, ii) identification of the performance obligations in the contract, iii) determining the transaction price, iv) allocating the transaction price to the separate performance obligations in the contract, and v) recognizing revenue associated with performance obligations as they are satisfied. At contract inception, the Company assesses the goods or services promised within each contract and assesses whether each promised good or service is distinct and determines those that are performance obligations. The Company then recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when the performance obligation is satisfied. The Company has identified one performance obligation which is related to DuraGraft product sales. For the Company’s distribution partner channel, the Company recognizes revenue for product sales at the time of shipment of the product to its distribution partner (customer). As products have an expiration date, if a product expires, the Company will replace the product at no charge. There were no significant judgements made in applying this topic. Direct Cost of Revenue Cost of sales includes the actual cost of merchandise sold, and the cost of transportation of merchandise from the Company’s third-party vendor to its distributor. 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, those 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 and other companies. Payments of these activities are based on the terms of the individual agreements which match to the pattern of costs incurred. Payments made in advances are reflected in the accompanying 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 made 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 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 the Company’s share-based awards vest. Income Taxes The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, deferred tax assets and liabilities are determined on the basis of the differences between the consolidated financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in the consolidated statements of operations in the period that includes the enactment date. The Company recognizes net deferred tax assets to the extent that the Company believes these assets are more likely than not to be realized. In making such a determination, management considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. If management determines that the Company would be able to realize its deferred tax assets in the future in excess of their net recorded amount, management would make an adjustment to the deferred tax asset valuation allowance, which would reduce the provision for income taxes. The Company records uncertain tax positions on the basis of a two-step process whereby (i) management determines whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position and (ii) for those tax positions that meet the more-likely-than-not recognition threshold, management recognizes the largest amount of tax benefit that is more than 50 percent likely to be realized upon ultimate settlement with the related tax authority. The Company recognizes interest and penalties related to unrecognized tax benefits within income tax expense. Any accrued interest and penalties are included within the related tax liability. There was no interest or penalties as of December 31, 2023 and 2022. Segment Reporting Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision maker in making decisions on how to allocate resources and assess performance. The Company views its operations and manages its business as one Net Loss Per Share Basic net loss per share is computed by dividing the net loss by the weighted-average number of common shares outstanding for the period, without consideration for potentially dilutive securities. Diluted net loss per share is computed by dividing the net loss by the weighted-average number of common shares and dilutive common stock equivalents outstanding for the period determined using the treasury stock and if-converted methods. Dilutive common stock equivalents are comprised of unvested common stock, options and warrants. For all periods presented, there is no difference in the number of shares used to calculate basic and diluted shares outstanding as inclusion of the potentially dilutive securities (warrants, stock options, and common shares subject to repurchase) would be antidilutive. Recently Issued Accounting Pronouncements The Company assesses the adoption impacts of recently issued accounting standards by the Financial Accounting Standards Board or other standard setting bodies on the Company’s financial statements as well as material updates to previous assessments. There were no new material accounting standards issued or adopted in the year 2023 that impacted the Company, other than indicated below. In June 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2016-13, Financial Instruments - Credit Losses (Topic 326). The new standard amends guidance on reporting credit losses for assets held at amortized cost basis and available-for-sale debt securities. In February 2020, the FASB issued ASU 2020-02, Financial Instruments-Credit Losses (Topic 326) and Leases (Topic 842) - Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 119 and Update to SEC Section on Effective Date Related to Accounting Standards Update No. 2016-02, Leases (Topic 842), which amends the effective date of the original pronouncement for smaller reporting companies. ASU 2016-13 and its amendments will be effective for the Company for interim and annual periods in fiscal years beginning after December 15, 2022. CECL estimates of expected credit losses on trade receivables over their life will be required to be recorded at inception, based on historical information, current conditions, and reasonable and supportable forecasts. The Company adopted the standard in its first quarter of 2023. There was no material impact on the results of operations for the year ended December 31, 2023 and 2022. ASU 2020-06 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 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 adopted ASU 2020-06 on January 1, 2023. The adoption did not have a material impact on its financial statements or disclosures.

Leases

Leases	12 Months Ended
Leases	Dec. 31, 2023
Leases
Leases	2. 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 additional 3,053 15,641 16,032 2.5 12,000 17,500 2.58 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 years ended December 31, 2023 and 2022 was $ 356,309 370,945 The following table summarizes supplemental balance sheet information related to the operating lease as of December 31, 2023 and 2022: Schedule of Right-of-Use Asset and Related Lease Liabilities December 31, 2023 December 31, 2022 Right-of-use asset $ 1,101,211 $ 1,485,023 Operating lease liabilities, current $ 434,082 $ 423,495 Operating lease liabilities, non-current 667,129 1,061,528 Total operating lease liabilities $ 1,101,211 $ 1,485,023 As of December 31, 2023, the maturities of the lease liabilities for years ended December 31 are as follows: Schedule of Maturities of Lease Liabilities 2024 $ 434,082 2025 444,934 2026 266,034 Total lease payments $ 1,145,050 Less: Present value discount (43,839 ) Total $ 1,101,211

Intangible Assets and Goodwill

Intangible Assets and Goodwill	12 Months Ended
Intangible Assets and Goodwill	Dec. 31, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
Intangible Assets and Goodwill	3. Intangible Assets and Goodwill Krillase As part of the asset acquisition of ACB Holding AB, Reg. No. 559119-5762, completed on September 12, 2018, Marizyme acquired all rights, titles, and interest in the Krillase technology, a group of intangible assets worth $ 28,600,000 At December 31, 2023, management determined that the carrying value of Krillase exceeded its recoverable amount. Impairment of $ 4,250,000 4,350,000 Nil 4,250,000 DuraGraft As part of the Somahlution acquisition in 2020, Marizyme purchased $ 18,170,000 of intangible assets related to the DuraGraft® technology. At December 31, 2023, management determined that the carrying value of DuraGraft intangible assets exceeded its recoverable amount. Impairment of $ 2,442,000 Nil 14,241,384 18,170,000 My Health Logic As part of the My Health Logic acquisition in 2021 6,600,000 5,777,720 Nil Additionally, as part of the My Health Logic acquisition in 2021 1,774,656 1,774,656 Nil Schedule of Intangible Assets Amortization Expense 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 December 31, 2022 Gross Carrying Amount Accumulated Amortization Impairment Net Carrying Amount Krillase intangible assets $ 28,600,000 $ - $ (24,350,000 ) $ 4,250,000 Patents in process 122,745 - - 122,745 DuraGraft patent 5,256,000 (977,076 ) - 4,278,924 Duragraft - Distributor relationship 308,000 (74,433 ) - 233,567 Duragraft IPR&D - Cyto Protectant Life Sciences 12,606,000 - - 12,606,000 My Health Logic - Trade name 450,000 (32,947 ) - 417,053 My Health Logic - Biotechnology 4,600,000 (277,353 ) - 4,322,647 My Health Logic - Software 1,550,000 (105,916 ) - 1,444,084 Total intangibles $ 53,492,745 $ (1,467,725 ) $ (24,350,000 ) $ 27,675,020 Schedule of Goodwill Goodwill DuraGraft My Health Logic Total Balance, December 31, 2022 $ 5,416,000 $ 1,774,656 $ 7,190,656 Impairment - (1,774,656 ) (1,774,656 ) Balance, December 31, 2023 $ 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, 2021 $ 52,866,192 Impairment (24,350,000 ) Amortization expense (841,172 ) Balance, December 31, 2022 $ 27,675,020 Impairment (12,469,720 ) Amortization expense (841,171 ) Balance, December 31, 2023 $ 14,364,129 Future amortizations for DuraGraft intangible assets for the next five years will be $ 435,108 1,901,843

Accounts Payable and Accrued Ex

Accounts Payable and Accrued Expenses	12 Months Ended
Accounts Payable and Accrued Expenses	Dec. 31, 2023
Payables and Accruals [Abstract]
Accounts Payable and Accrued Expenses	4. Accounts Payable and Accrued Expenses Accounts payable and accrued expenses, summarized by major category, as of December 31, 2023 and 2022 consist of the following: Schedule of Accounts Payable And Accrued Liabilities December 31, 2023 December 31, 2022 Trade accounts payable $ 2,216,386 $ 1,224,542 Accrued expenses - 697 Accrued compensation expenses 105,678 140,204 Total accounts payable and accrued expenses $ 2,322,064 $ 1,365,443

Notes Payable

Notes Payable	12 Months Ended
Notes Payable	Dec. 31, 2023
Notes Payable
Notes Payable	5. Notes Payable a) On October 23, 2023, the Company issued a note payable to Hub International for $ 165,469 bearing interest at the annual rate of 8 % per annum, due August 23, 2024 , payable monthly starting November 23, 2023. Failure to pay past due amounts and monthly installments may result in cancellation of the Company’s insurance. b) On December 28, 2022, the Company issued a promissory note to Hexin for the principal amount of $ 750,000 20 64,133 Nil 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 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 in notes payable, the notes were unsecured, bore interest at a rate of 9 % per annum with no maturity date. The Company settled an aggregate of $ 278,678 of these notes payable as part of Unit Purchase Agreement issuances during the year ended December 31, 2022 (see Note 6). For the year ended December 31, 2023, the Company accrued $ 29,304 in interest on the notes payable (2022 - $ 15,124 ) Nil 252,223 218,100 e) As of December 31, 2023, the Company has outstanding borrowings under a note payable to Mr. Richmond in the principal amount of $ 151,000 f) As of December 31, 2023, the Company has outstanding borrowings under a note payable to Santander Bank: Sullivan & Worcester LLP in the principal amount of $ 65,000

Convertible Promissory Notes an

Convertible Promissory Notes and Warrants	12 Months Ended
Convertible Promissory Notes and Warrants	Dec. 31, 2023
Debt Disclosure [Abstract]
Convertible Promissory Notes and Warrants	6. Convertible Promissory Notes and Warrants 2021 Convertible 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. The most recent terms of the Convertible Notes and Class C Warrants were as follows: Convertible Notes Terms The Convertible Notes mature in 24 months from the initial closing date and accrue 10% of simple interest per annum on the outstanding principal amount. The Convertible Notes principal and accrued interest can be converted at any time at the option of the holder at a conversion price of $1.75 per share. 10,000,000 75 1.75 In the event that the Company consummates, while the Convertible Note is outstanding, an equity financing with a gross aggregate amount of securities sold less than $ 10,000,000 1.75 2.25 Class C Warrants Terms ● Exercise price is the lower of (i) $ 2.25 75 2.25 ● Exercisable for a period of 5 ● Warrant Coverage: 200 The Company determined that the optional and automatic conversion feature and the share redemption feature attached to the Convertible Notes met the definition of derivative liabilities 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 and the fair value of derivative liabilities issued have been recorded as debt discount and are being amortized to interest and accretion expense using the effective interest method over the term of the Convertible Notes. In 2021, the Company issued an aggregate of 4,260,594 6,692,765 4,180,071 6,500,743 Adjustment to Conversion Price of Convertible Notes and Exercise Price of Class C Warrants On April 13, 2023, the Company obtained exercise and conversion rights waivers and amendments from holders of the Convertible Notes and Class C Warrants (“Original Securities”), pursuant to which, the conversion price of the Convertible Notes and the exercise price of the Class C Warrants was adjusted to $ 0.10 14,432,996 16,538,486 The Company determined that the terms of the New Securities were substantially different from the Original Securities, and, as such the exchange of the Original Securities for the New Securities was accounted for as an extinguishment of debt on April 13, 2023, 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 12,666,268 21,777,877 Nil During the year ended December 31, 2023, the Company issued Convertible Notes (the “Replacement Placement Agent Notes”) to Univest Securities, LLC (“Univest”) and Mr. Bradley Richmond. The principal amounts of these notes were $ 137,984 206,975 1,683,131 2,524,697 338,181 Each of the Convertible Notes provides that any default on indebtedness of more than $ 100,000 1,000,000 May 7, 2023 135 The aggregate Mandatory Default Amount that may be due under the Convertible Notes was $26,194,570 on the date of the default, or $6,791,185 more than would otherwise have been due under the Convertible Notes on the date of the default. 6,791,185 Conversion of Convertible Notes In December 2023, several note holders exercised their right to convert Convertible Notes, resulting in an aggregate of $ 9,306,508 worth of Convertible Notes being converted into common stock of the Company. Amendment to Remaining Convertible Notes Additionally, subsequent to the conversion, the Company extended the terms of the outstanding Convertible Notes with an original maturity date of December 21, 2023, to extend their term until December 21, 2024. In connection with the extension of the maturity dates 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 $ 1,485,197 During the year ended December 31, 2023, the Company recognized interest and accretion expense of $ 3,265,387 2,763,749 The following table summarizes supplemental balance sheet information related to the convertible notes, net of debt discount outstanding, as of December 31, 2023 and 2022: Schedule of Convertible Notes Convertible Notes, Net of Debt Discount (As Restated) Balance, December 31, 2021 $ 26,065 Convertible notes issued - new securities 7,315,138 Issuance costs (535,717 ) Debt discount (6,479,421 ) Debt accretion 2,763,749 Debt extinguishment (338,181 ) Balance, December 31, 2022 $ 2,751,633 Debt accretion on Original securities 1,835,741 Debt extinguishment (4,587,374 ) Convertible notes issued - New Securities 19,403,385 Debt Discount on New Securities (344,959 ) Debt interest and accretion on New Securities 1,429,646 Mandatory Default Amount 6,835,105 Conversion of debt (9,509,505 ) Extinguishment of debt (10,276,925 ) Convertible notes issued with extended maturity date 8,791,729 Balance, December 31, 2023 $ 16,328,476 Schedule of Convertible Notes Net of Debt Discount December 31, 2023 December 31, 2022 (As Restated) Convertible notes - total principal $ 17,516,865 $ 14,432,996 Unamortized issuance costs and discount (1,188,389 ) (11,681,363 ) Convertible Notes, Net of Debt Discount $ 16,328,476 $ 2,751,633 December 31, 2023 December 31, 2022 (As Restated) Current portion $ 16,328,476 $ - Non-current portion - 2,751,633 Convertible Notes, Net of Debt Discount $ 16,328,476 $ 2,751,633 2023 Convertible Notes and Warrants I. On May 12, 2023, the Company conducted the initial closing (the “OID Units Initial Closing”) of a private placement of up to $ 10,000,000 100,000,000 15 0.10 0.10 0.20 As part of the OID Units Initial Closing and on the same date, Walleye Opportunities Master Fund Ltd. (“Walleye”) paid a subscription amount of $ 1,000,000 11,764,710 1,176,471 11,764,710 0.10 14,705,880 14,705,880 0.20 II. On May 30, 2023, the Company conducted the second closing (the “OID Units Second Closing”) of the OID Units Private Placement. In the OID Units Second Closing, Hexin Global Ltd. (“Hexin”) and Walleye agreed to the cancellation of the Hexin Promissory Note and the Walleye Promissory Note (see Note 5), respectively, and Frank Maresca (“Maresca”), a consultant to the Company, agreed to the cancellation of certain indebtedness, in exchange for OID Units and related agreements, as described below. First, under a Cancellation and Exchange Agreement, dated as of May 30, 2023, between the Company and Hexin (the “Hexin Cancellation Agreement”), Hexin agreed to cancel the Hexin Promissory Note (see Note 5) in exchange for the issuance of 9,578,040 957,804 814,133 9,578,040 0.10 11,972,550 0.10 11,972,550 0.20 Second, under a Cancellation and Exchange Agreement, dated as of May 30, 2023, between the Company and Walleye (the “Walleye Cancellation Agreement”), Walleye agreed to cancel the Walleye Promissory Note (see Note 5) in exchange for the issuance of 14,705,890 1,470,589 1,250,000 14,705,890 0.10 18,382,362 0.10 18,382,362 0.20 Third, under a Cancellation and Exchange Agreement, dated as of May 30, 2023, between the Company and Maresca (the “Maresca Cancellation Agreement” and together with the Hexin Cancellation Agreement and the Walleye Cancellation Agreement, the “Cancellation and Exchange Agreements”), Maresca agreed to cancel $ 150,000 1,764,710 176,471 150,000 1,764,710 0.10 2,205,887 0.10 2,205,887 0.20 III. On July 10, 2023, Marizyme conducted the third closing (the “Third OID Units Closing”) of the private placement. In connection with the Third OID Units Closing Hexin paid a subscription amount of $ 1,000,000 11,764,710 1,176,471 11,764,710 0.10 14,705,887 0.10 14,705,880 0.20 IV. On August 30, 2023, the Company conducted the fourth closing (the “Fourth OID Units Closing”) of the private placement of up to $ 10,000,000 100,000,000 825,000 9,705,960 970,596 9,705,960 0.10 12,132,448 0.10 12,132,448 0.20 Also in connection with the Fourth OID Units Closing, under a Cancellation and Exchange Agreement, dated as of August 30, 2023, between the Company and Frank Maresca (the “August 2023 Maresca Cancellation Agreement”), Mr. Maresca agreed to cancel $ 200,000 2,352,950 235,295 200,000 2,352,950 0.10 2,941,187 0.10 2,941,187 0.20 V. On November 20, 2023, the Company conducted the fifth closing (the “Fifth OID Units Closing”) of a private placement of up to $ 10,000,000 100,000,000 550,000 6,470,620 647,062 6,470,620 0.10 8,088,275 0.10 8,088,275 0.20 Also in connection with the Fifth OID Units Closing, three of the investors each signed a separate Cancellation and Exchange Agreement with the Company, agreeing to cancel aggregate short-term indebtedness of $ 150,319 1,768,470 176,847 150,319 1,768,470 0.10 2,210,587 0.10 2,210,587 0.20 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 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 Nil 795,934 11,496,701 Nil Additionally, on December 11, 2023, the Company amended the OID Convertible Notes contracts, resulting in a change in the accounting treatment for the detachable warrants. Following the amendment, the warrants no longer met the definition of liability and were consequently accounted for as equity instruments. This adjustment led to a reclassification of $ 11,496,701 During the year ended December 31, 2023, the Company recognized interest and accretion expense of $ 2,694,256 Nil The following table summarizes supplemental balance sheet information related to the OID Convertible Notes, net of debt discount outstanding, as of December 31, 2023 and 2022: 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 Schedule of Convertible Notes Net of Debt Discount December 31, 2023 December 31, 2022 Convertible notes - total principal $ 6,987,606 $ - Unamortized issuance costs and discount (4,293,350 ) - Convertible Notes, Net of Debt Discount $ 2,694,256 $ - December 31, 2023 December 31, 2022 Current portion $ 2,694,256 $ - Non-current portion $ - $ - Convertible Notes, Net of Debt Discount $ 2,694,256 $ - 2023 Convertible Notes Terms The OID Convertible Notes will mature in 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 will be 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

Stockholders’ Equity	12 Months Ended
Stockholders’ Equity	Dec. 31, 2023
Equity [Abstract]
Stockholders’ Equity	7. Stockholders’ Equity a) Preferred stock The Company is authorized to issue a total number of 25,000,000 0.001 no b) Common stock The Company is authorized to issue a total number of 2,000,000,000 0.001 As of December 31, 2023, there were 131,793,088 40,528,191 During the year ended December 31, 2023, the Company completed the following issuances: ● The Company issued 240,000 ● The Company issued 2,652,159 ● The Company issued 600,000 ● The Company issued 1,346,410 ● The Company issued 300,000 ● The Company settled trade payables of $ 100,000 1,000,000 180,000 80,000 ● The Company issued 85,126,328 During the year ended December 31, 2022, the Company had the following share issuances: ● On March 1, 2022, the Company issued 300,000 ● On October 29, 2022, the Company repurchased and cancelled 300,000 c) Options On May 18, 2021, the Company’s Board of Directors approved the Marizyme, Inc. Amended and Restated 2021 Stock Incentive Plan (“SIP”). The SIP incorporates stock options issued prior to May 18, 2021. The SIP authorized 5,300,000 1,900,000 7,200,000 2,924,057 During the year ended December 31, 2023, the Company granted Nil 400,000 Schedule of Share Based Stock Option Valuation Assumptions 2023 2022 Risk-free interest rate - 2.98 % Volatility - 117.58 % Exercise price - $ 2.20 Dividend yield - 0 % Forfeiture rate - 0 % Expected life (years) - 9.95 The Company recognizes forfeitures as they occur. The summary of option activity for the years ended December 31, 2023 and 2022 was 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, 2021 3,650,943 $ 1.24 8.34 Granted 400,000 2.20 Expired (62,502 ) 1.25 Forfeited (62,498 ) 1.25 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 - Exercisable at December 31, 2023 3,685,943 1.29 4.85 - As of December 31, 2023, the Company had the following options issued and outstanding: Schedule of Options Outstanding and Exercisable Exercise Price Number of Options Outstanding Number of Options Exercisable Weighted Average Remaining Contractual Years Intrinsic Value $ 1.01 1,985,943 1,985,943 2.49 $ - 1.25 540,000 540,000 7.16 - 1.37 200,000 200,000 6.63 - 1.75 800,000 680,000 7.91 - 2.20 400,000 280,000 8.44 - $ 1.33 3,925,943 3,685,943 5.06 - d) Restricted Share Units During the year ended December 31, 2021, the Company granted restricted share awards totaling 350,000 No 295,750 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 Schedule of Warrants Outstanding Number Weighted Average Price Balance, December 31, 2021 12,144,838 $ 2.90 Issued pursuant to Unit Purchase Agreement 8,360,152 2.25 Issued 878,398 1.16 Exercised (300,000 ) 0.01 Expired (113,637 ) 3.00 Cancelled pursuant to FINRA (578,398 ) 1.75 Cancelled as part of debt extinguishment (342,856 ) 2.25 Balance, December 31, 2022 20,048,497 $ 2.64 Warrants modified pursuant to debt extinguishment (Note 6) 355,577,447 0.10 Issued pursuant to debt agreements (Note 6) 183,560,497 0.15 Issued 79,949,352 0.11 Exercised (2,652,159 ) 0.10 Balance, December 31, 2023 636,483,634 $ 0.12 During the year ended December 31, 2023, the Company issued the following: ● On April 13, 2023, the Company delivered offer letter agreements (the “Somahlution Warrant Offer Letter Agreements”) to the Former Somahlution Owners, which offered to allow the Former Somahlution Owners to exercise the Somahlution Warrants to purchase the number of restricted shares of common stock issuable under the Somahlution Warrants at an exercise price reduced by the Company from $ 5.00 0.10 299,996 2,652,159 265,216 As a result of this warrant exercise, pursuant to the terms applicable to the Convertible Notes and the Class C Warrants (see Note 6), the conversion price of the Convertible Notes adjusted from $ 1.75 0.10 2.25 0.10 16,658,486 372,115,965 ● Concurrently with the issuance of Replacement Placement Agent Notes (see Note 6), the Company issued to Univest and Mr. Richmond Class C Warrants (the “Replacement Placement Agent Class C Warrants”), such that up to 3,548,148 5,322,223 4,048,782 6,073,182 259,619 389,429 ● From May 2023 and through to November 2023, the Company issued OID Convertible Notes for aggregate principal of $ 6,987,606 69,876,060 87,345,056 0.10 87,345,056 0.20 ● Pursuant to the Hexin Promissory Note (see Note 5), on May 22, 2023, the Company issued Hexin a Class E Warrant that may be exercised to purchase 7,500,000 0.10 3,750,000 0.20 1,333,127 ● The Company agreed to issue Placement Agent Warrants (the “OID Units Placement Agent Warrants”) to Univest and/or its designee(s) at each closing of the OID Units Private Placement. The required OID Units Placement Agent Warrants will consist of Placement Agent Warrants for the purchase of 8% of the aggregate number of shares of common stock initially issuable upon conversion of the OID Convertible Notes, 8% of the aggregate number of shares of common stock initially issuable upon exercise of the Class E Warrants at $ 0.10 0.20 51,289,782 7,287,606 7,423,183 666,796 During the year ended December 31, 2022, the Company issued the following: Unit Purchase Agreements Warrants During the year ended December 31, 2022, pursuant to the applicable Unit Purchase Agreement, the Company issued an aggregate of 8,360,159 2.25 five years 342,857 Other Warrants On January 26 and February 14, 2022, in exchange for services of Mr. Richmond, the Company granted him 300,000 300,000 0.01 5 568,677 300,000 On June 26, 2022, the Company issued an additional 347,039 231,359 578,398 1.75 5 1,281,854 769,113 512,741 578,398 Stock-based Compensation During the year ended December 31, 2023, the Company recorded $ 526,597 1,905,948

Related Party Transactions

Related Party Transactions	12 Months Ended
Related Party Transactions	Dec. 31, 2023
Related Party Transactions [Abstract]
Related Party Transactions	8. Related Party Transactions As of December 31, 2023, the Company owed an aggregate of $ 230,153 Nil During the year ended December 31, 2023, the Company incurred $ 288,000 172,800 280,347 172,800 During the year ended December 31, 2023, the Company also incurred $ 1,293,500 1,064,000 1,071,000 1,060,000 Additionally, as part of the Somahlution acquisition in 2020, the Company recorded a prepaid royalty to the stockholders of Somahlution. The former primary beneficial owner is Dr. Vithal Dhaduk, currently a director, and significant stockholder of the Company. During the year ended December 31, 2023, the Company accrued $ 65,634 During the year ended December 31, 2023, the Company and stockholders of Somahlution agreed to reduce the prepaid royalty balance by 50% or by $ 151,000 122,457 339,091

Commitments and Contingencies

Commitments and Contingencies	12 Months Ended
Commitments and Contingencies	Dec. 31, 2023
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	9. Commitments and Contingencies Legal Matters Under a Confidential Settlement Agreement, dated November 18, 2022, the Company and Nicholas DeVito agreed that Mr. DeVito would dismiss a Complaint that Mr. DeVito filed on June 7, 2022 in the Circuit Court of the Fifteenth Judicial Circuit in and for Palm Beach County, Florida, Case No. 50-2022-CA-005437. The parties also agreed that following an anticipated reverse split, the Company was required to issue Mr. DeVito 16,000 60,000 16,000 On August 19, 2021, Dr. Neil Campbell, former President, Chief Executive Officer and director of the Company, and Bruce Harmon, former Chief Financial Officer and Secretary of the Company, each filed a Complaint and Demand for Jury Trial against the Company and Insperity Peo Services, L.P., a Delaware limited partnership (“Insperity”), a joint employer of Dr. Campbell and Mr. Harmon with the Company under a Client Service Agreement, dated November 30, 2020 (collectively, the “Campbell/Harmon Complaints”). Both Campbell/Harmon Complaints allege that the Company and Insperity violated Section 448.105 of the Florida Private Whistleblower Act as a result of the constructive terminations of Dr. Campbell and Mr. Harmon after the occurrence of violations federal and state law, including federal securities law, at the Company that exposed Dr. Campbell and Mr. Harmon to civil and criminal forms of liability and that the Company was not addressing to their satisfaction. Both Campbell/Harmon Complaints demand approximately $ 30,000 50,000 Contingencies a) 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 year ended December 31, 2023, 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 $ 65,634 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 b) The Company has entered into arrangements for office and laboratories spaces. As at December 31, 2023, minimum lease payments in relation to lease commitments are payable as described in Note 2.

Income Taxes

Income Taxes	12 Months Ended
Income Taxes	Dec. 31, 2023
Income Tax Disclosure [Abstract]
Income Taxes	10. Income Taxes As of December 31, 2023, and 2022, the Company has federal net operating loss carry forwards of $ 46,255,000 40,733,000 21,010,000 18,117,000 The Company’s tax expense differs from the “expected” tax expense for Federal income tax purposes (computed by applying the United States Federal tax rate of 21 Schedule of Income Tax Expenses December 31, 2023 December 31, 2022 Tax expense (benefit) at the statutory rate $ (13,722,852 ) $ (8,014,646 ) Foreign rate differential (162,869 ) - State Taxes (125,758 ) (1,658,268 ) Non-deductible items 11,711,809 702,460 Deferred true-ups (2,568,076 ) 40,912 Other (15,548 ) (121,202 ) Change in valuation allowance 4,883,294 9,050,744 Total $ - $ - The tax effects of the temporary differences between reportable financial statement income and taxable income are recognized as deferred tax assets and liabilities. We file U.S. and state income tax returns with varying statues of limitation. The tax years from 2018 to 2023 remain open to examination due to the carryover of unused NOL carryforwards and tax credits. The following is a reconciliation of the U.S. federal statutory rate to the effective income tax rates for the years ended December 31, 2023 and 2022: Schedule of Effective Income Tax Rate December 31, 2023 December 31, 2022 U.S. statutory federal rate 21.0 % 21.0 % Foreign rate differential 0.2 % 0.0 % State Taxes 0.2 % 4.3 % Non-deductible / non-taxable items -17.9 % -1.8 % Deferred true-up 3.9 % -0.1 % Other 0.0 % 0.3 % Valuation allowance -7.5 % -23.7 % Total provision 0.0 % 0.0 % The tax effect of significant components of the Company’s deferred tax assets and liabilities at December 31, 2023 and 2022, are as follows: Schedule of Deferred Tax Assets and Liabilities December 31, 2023 December 31, 2022 Deferred tax assets: Net operating loss carry forward $ 11,735,683 $ 9,551,121 Lease liability 255,178 376,380 Intangible assets 6,212,227 3,618,128 Capitalized research and development costs 1,082,349 974,819 Deferred tax assets 19,285,437 14,520,448 Deferred tax liabilities: ROU assets (255,178 ) - Fixed assets (2,897 ) (376,380 ) Deferred tax liabilities (285,075 ) (376,380 ) Total gross deferred tax assets 19,027,362 14,144,068 Less: Deferred tax asset valuation allowance (19,027,362 ) (14,144,068 ) Total net deferred taxes $ - $ - In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. Because of the historical earnings history of the Company, the net deferred tax assets for 2023 and 2022 were fully offset by a 100% valuation allowance. The valuation allowance for the remaining net deferred tax assets was $ 19,027,363 14,144,068 It is the Company’s practice to recognize interest and penalties related to income tax matters in income tax expense. As of December 31, 2023, we had no accrued interest and penalties related to uncertain tax positions. We do not expect any material changes to the estimated amount of liability associated with our uncertain tax positions within the next 12 months. Effective for tax years beginning after December 31, 2021, taxpayers are required to capitalize any expenses incurred that are considered incidental to research and experimentation (R&E) activities under IRC Section 174. While taxpayers historically had the option of deducting these expenses under IRC Section 174, the December 2017 Tax Cuts and Jobs Act mandates capitalization and amortization of R&E expenses for tax years beginning after December 31, 2021. Expenses incurred in connection with R&E activities in the U.S. must be amortized over a 5 15

Restatement of Previously Issue

Restatement of Previously Issued Consolidated Financial Statements And Previously Issued Unaudited Interim Condensed Consolidated Financial Statements	12 Months Ended
	Dec. 31, 2023
Accounting Changes and Error Corrections [Abstract]
Restatement of Previously Issued Consolidated Financial Statements And Previously Issued Unaudited Interim Condensed Consolidated Financial Statements	11. Restatement of Previously Issued Consolidated Financial Statements And Previously Issued Unaudited Interim Condensed Consolidated Financial Statements In January of 2025, the Board of Directors and management, upon the recommendation of the Audit Committee of the Board of Directors concluded that the Company’s previously issued financial statements as of and for the year ended December 31, 2023, and unaudited condensed consolidated financial statements as of and for each of the interim quarterly periods ended June 30, 2023 and September 30, 2023 should no longer be relied upon due to misstatements that are described below and that we would restate such financial statements to make the necessary accounting corrections. The Company evaluated the materiality of these errors both qualitatively and quantitatively in accordance with Staff Accounting Bulletin (“SAB”) No. 99, Materiality, and SAB No. 108, Considering the Effects of Prior Year Misstatements on Currently Issued Financial Statements Accounting Changes and Error Corrections The restatements for the Company’s previously issued financial statements as of and for the year ended December 31, 2023, and for each of the quarterly periods ended June 30, 2023 and September 30, 2023, include the following: 1. The original Convertible Notes – Units Private Placement were modified. The modification resulted in: ● A difference between the reacquisition price of the debt and the net carrying amount of the extinguished debt. ● In the original filing, this difference was incorrectly recorded as part of the convertible debt discount to be amortized over the remaining life of the notes. ● In this Amendment No. 1, the difference has been correctly recognized in the other income/expense of the period of extinguishment as loss and identified as a separate line item. 2. Additionally, following the recalculation of the carrying value of the notes after extinguishment, the fair market value of the warrants attached to the Convertible Notes – Units Private Placement increased. This adjustment impacted the Company’s additional paid-in capital and contributed to the loss on extinguishment recognized in the period. The restatement had no impact on total net cash flows from operating, investing or financing activities. Schedule of Restatement Financial Statements Consolidated Balance Sheet Originally Reported Restatement Adjustment As Restated As of December 31, 2023 Originally Reported Restatement Adjustment As Restated LIABILITIES, CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ DEFICIT Current portion of Convertible Notes - Units Private Placement $ 14,288,335 $ 2,040,141 $ 16,328,476 Total current liabilities $ 20,602,582 $ 2,040,141 $ 22,642,723 Total liabilities $ 26,675,711 $ 2,040,141 $ 28,715,852 Stockholders’ equity (deficit): Additional paid-in capital $ 146,543,921 $ 2,152,279 $ 148,696,200 Accumulated deficit $ (151,336,349 ) $ (4,192,420 ) $ (155,528,769 ) Consolidated Statement of Operations and Comprehensive Loss Originally Reported Restatement Adjustment As Restated Year ended December 31, 2023 Originally Reported Restatement Adjustment As Restated Interest and accretion expenses $ (30,224,223 ) $ 16,969,891 $ (13,254,332 ) Gain (loss) on debt extinguishment $ 755,364 $ (21,162,311 ) $ (20,406,947 ) Total other income (expense) $ (31,260,400 ) $ (4,192,420 ) $ (35,452,820 ) Net loss $ (65,346,916 ) $ (4,192,420 ) $ (69,539,336 ) Loss per share – basic and diluted $ (1.44 ) $ (0.09 ) $ (1.53 ) Consolidated Statements of Stockholders’ Equity (Deficit) Originally Reported Restatement Adjustment As As of December 31, 2023 Originally Reported Restatement Adjustment As Issuance of shares $ 587,086 $ 117,511 $ 704,597 Increase of fair value of warrants in debt extinguishment $ - $ 12,666,268 $ 12,666,268 Issuance of warrants on debt extinguishment $ 19,058,426 $ (19,058,426 ) $ - Warrants cancelled in debt extinguishment $ (8,426,927 ) $ 8,426,927 $ - Net loss $ (65,346,916 ) $ (4,192,420 ) $ (69,539,336 ) Total stockholders’ deficit $ (4,660,636 ) $ (2,040,141 ) $ (6,700,777 ) Consolidated Statements of Cash Flows Originally Reported Restatement Adjustment As Year ended December 31, 2023 Originally Reported Restatement Adjustment As Net loss $ (65,346,916 ) $ (4,192,420 ) $ (69,539,336 ) Interest and accretion on convertible notes and notes payable $ 30,224,223 $ (16,969,891 ) $ 13,254,332 Loss (gain) on debt extinguishment $ (755,364 ) $ 21,162,311 $ 20,406,947 Consolidated Balance Sheet – at September 30, 2023 Originally Reported Restatement Adjustment As Restated As of September 30, 2023 (Unaudited) Originally Reported Restatement Adjustment As Restated LIABILITIES, CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ DEFICIT Current portion of Convertible Notes - Units Private Placement $ 19,124,357 $ 7,451,776 $ 26,576,133 Total current liabilities $ 48,669,274 $ 7,451,776 $ 56,121,050 Total liabilities $ 58,869,642 $ 7,451,776 $ 66,321,418 Stockholders’ equity (deficit): Additional paid-in capital $ 119,574,221 $ 2,152,280 $ 121,726,501 Accumulated deficit $ (141,570,688 ) $ (9,604,056 ) $ (151,174,744 ) Consolidated Statement of Operations and Comprehensive Loss – Nine Months Ended September 30, 2023 Originally Reported Restatement Adjustment As Restated Nine months ended September 30, 2023 (Unaudited) Originally Reported Restatement Adjustment As Restated Interest and accretion expenses $ (22,527,538 ) $ 11,489,138 $ (11,038,400 ) Loss on debt extinguishment $ (764,683 ) $ (21,093,194 ) $ (21,857,877 ) Total other income (expense) $ (43,787,180 ) $ (9,604,056 ) $ (53,391,236 ) Net loss $ (55,581,255 ) $ (9,604,056 ) $ (65,185,311 ) Loss per share – basic and diluted $ (1.28 ) $ (0.23 ) $ (1.51 ) Consolidated Statement of Operations and Comprehensive Loss – Three Months Ended September 30, 2023 Originally Reported Restatement Adjustment As Restated Three months ended September 30, 2023 (Unaudited) Originally Reported Restatement Adjustment As Restated Interest and accretion expenses $ (7,405,668 ) $ 5,903,581 $ (1,502,087 ) Total other income (expense) $ (27,593,059 ) $ 5,903,581 $ (21,689,478 ) Net loss $ (32,450,269 ) $ 5,903,581 $ (26,546,688 ) Loss per share – basic and diluted $ (0.71 ) $ 0.13 $ (0.58 ) Consolidated Statements of Stockholders’ Equity (Deficit) – Nine Months Ended September 30, 2023 Originally Reported Restatement Adjustment As As of September 30, 2023 (Unaudited) Originally Reported Restatement Adjustment As Issuance of shares $ 587,087 $ 117,510 $ 704,597 Increase of fair value of warrants in debt extinguishment $ - $ 12,666,268 $ 12,666,268 Issuance of warrants on debt extinguishment $ 19,058,426 $ (19,058,426 ) $ - Warrants cancelled in debt extinguishment $ (8,426,927 ) $ 8,426,927 $ - Net loss $ (55,581,255 ) $ (9,604,056 ) $ (65,185,311 ) Total stockholders’ deficit $ (21,949,801 ) $ (7,451,776 ) $ (29,401,577 ) Consolidated Statements of Stockholders’ Equity (Deficit) – Three Months Ended September 30, 2023 Originally Reported Restatement Adjustment As As of September 30, 2023 (Unaudited) Originally Reported Restatement Adjustment As Net loss $ (32,450,269 ) $ (5,903,581 ) $ (26,546,688 ) Total stockholders’ deficit $ (21,949,801 ) $ (7,451,776 ) $ (29,401,577 ) Consolidated Statements of Cash Flows – Nine Months Ended September 30, 2023 Originally Reported Restatement Adjustment As Nine months ended September 30, 2023 (Unaudited) Originally Reported Restatement Adjustment As Net loss $ (55,581,255 ) $ (9,604,056 ) $ (65,185,311 ) Interest and accretion on convertible notes and notes payable $ 22,527,538 $ (11,489,138 ) $ 11,038,400 Loss on debt extinguishment $ 764,683 $ 21,093,194 $ 21,857,877 Consolidated Balance Sheet – at June 30, 2023 Originally Reported Restatement Adjustment As Restated As of June 30, 2023 (Unaudited) Originally Reported Restatement Adjustment As Restated LIABILITIES, CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ DEFICIT Current portion of Convertible Notes - Units Private Placement $ 12,316,495 $ 13,355,358 $ 25,671,853 Total current liabilities $ 20,821,718 $ 13,355,358 $ 34,177,076 Total liabilities $ 29,711,796 $ 13,355,358 $ 43,067,154 Stockholders’ equity (deficit): Additional paid-in capital $ 116,344,709 $ 2,152,279 $ 118,496,988 Accumulated deficit $ (109,120,419 ) $ (15,507,637 ) $ (124,628,056 ) Consolidated Statement of Operations and Comprehensive Loss – Six Months Ended June 30, 2023 Originally Reported Restatement Adjustment As Restated Six months ended June 30, 2023 (Unaudited) Originally Reported Restatement Adjustment As Restated Interest and accretion expenses $ (15,121,870 ) $ 5,585,558 $ (9,536,312 ) Loss on debt extinguishment $ (684,682 ) $ (21,093,195 ) $ (21,777,877 ) Total other income (expense) $ (16,194,121 ) $ (15,507,637 ) $ (31,701,758 ) Net loss $ (23,130,986 ) $ (15,507,637 ) $ (38,638,623 ) Loss per share – basic and diluted $ (0.55 ) $ (0.37 ) $ (0.92 ) Consolidated Statement of Operations and Comprehensive Loss – Three Months Ended June 30, 2023 Originally Reported Restatement Adjustment As Restated Three months ended June 30, 2023 (Unaudited) Originally Reported Restatement Adjustment As Restated Interest and accretion expenses $ (13,424,169 ) $ 5,585,558 $ (7,838,611 ) Loss on debt extinguishment $ (684,682 ) $ (21,093,195 ) $ (21,777,877 ) Total other income (expense) $ (15,772,420 ) $ (15,507,637 ) $ (31,280,057 ) Net loss $ (20,576,402 ) $ (15,507,637 ) $ (36,084,039 ) Loss per share – basic and diluted $ (0.48 ) $ (0.36 ) $ (0.84 ) Consolidated Statements of Stockholders’ Equity (Deficit) – Six Months Ended June 30, 2023 Originally Reported Restatement Adjustment As As of June 30, 2023 (Unaudited) Originally Reported Restatement Adjustment As Issuance of shares $ 377,085 $ 117,511 $ 494,596 Increase of fair value of warrants in debt extinguishment $ - $ 12,666,268 $ 12,666,268 Issuance of warrants on debt extinguishment $ 19,058,426 $ (19,058,426 ) $ - Warrants cancelled in debt extinguishment $ (8,426,927 ) $ 8,426,927 $ - Net loss $ (23,130,986 ) $ (15,507,637 ) $ (38,638,623 ) Total stockholders’ deficit $ 7,269,656 $ (13,355,358 ) $ (6,085,702 ) Consolidated Statements of Stockholders’ Equity (Deficit) – Three Months Ended June 30, 2023 Originally Reported Restatement Adjustment As As of June 30, 2023 (Unaudited) Originally Reported Restatement Adjustment As Issuance of shares $ 223,485 $ 117,511 $ 340,996 Increase of fair value of warrants in debt extinguishment $ - $ 12,666,268 $ 12,666,268 Issuance of warrants on debt extinguishment $ 19,058,426 $ (19,058,426 ) $ - Warrants cancelled in debt extinguishment $ (8,426,927 ) $ 8,426,927 $ - Net loss $ (20,576,402 ) $ (15,507,637 ) $ (36,084,039 ) Total stockholders’ deficit $ 7,269,656 $ (13,355,358 ) $ (6,085,702 ) Consolidated Statements of Cash Flows – Six Months Ended June 30, 2023 Originally Reported Restatement Adjustment As Six months ended June 30, 2023 (Unaudited) Originally Reported Restatement Adjustment As Net loss $ (23,130,986 ) $ (15,507,637 ) $ (38,638,623 ) Interest and accretion on convertible notes and notes payable $ 15,121,870 $ (5,585,558 ) $ 9,536,312 Loss on debt extinguishment $ 684,682 $ 21,093,195 $ 21,777,877

Subsequent Events

Subsequent Events	12 Months Ended
Subsequent Events	Dec. 31, 2023
Subsequent Events [Abstract]
Subsequent Events	12. Subsequent Events Composition of Board of Directors On January 31, 2024, Julie Kampf submitted written notice of her resignation from the Board of Directors, effective the same date. Concurrently, the independent director agreement between the Company and Ms. Kampf, dated June 7, 2022, expired in accordance with its terms. Ms. Kampf’s decision to resign from the Board of Directors was not the result of any disagreement relating to the Company’s operations, policies, or practices. Subsequent to the year ended December 31, 2023, and before the date this Annual Report on Form 10-K was issued, Dr. William Hearl passed away. On April 12, 2024, Michael Stewart submitted written notice of his resignation from the Board of Directors, effective the same date. Concurrently, the independent director agreement between the Company and Mr. Stewart, dated June 7, 2022, expired in accordance with its terms. Mr. Stewart’s decision to resign from the Board of Directors was not the result of any disagreement relating to the Company’s operations, policies, or practices. Co-Development Agreement Subsequent to the fiscal year ended December 31, 2023, and prior to the issuance date of this Annual Report on Form 10-K, the Company engaged in a Co-Development Agreement (the “Agreement”) with Qualigen Therapeutics, Inc. (“Qualigen”) aimed at furthering the commercialization efforts of DuraGraft™. Pursuant to the Agreement, Qualigen has committed to providing up to $ 1,500,000

Organization, Basis of Presen_2

Organization, Basis of Presentation and Summary of Significant Accounting Policies (Policies)	12 Months Ended
	Dec. 31, 2023
Accounting Policies [Abstract]
Organization	Organization 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”.
Basis of Presentation and Principles of Consolidation	Basis of Presentation and Principles of Consolidation The Company’s consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The accompanying consolidated financial statements include the consolidated accounts of the Company and its wholly owned subsidiaries, Somahlution, Inc. (“Somahlution”), Somaceutica, Inc. (“Somaceutica”), Marizyme Sciences, Inc. (“Marizyme Sciences”), and My Health Logic, Inc. (“My Health Logic”). All intercompany transactions have been eliminated on consolidation.
Going Concern	Going Concern The Company’s consolidated financial statements are prepared using GAAP as applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. However, the Company does not have an established source of revenues sufficient to cover its operating costs and to allow it to continue as a going concern. The Company, since its inception, has incurred recurring operating losses and negative cash flows from operations and has an accumulated deficit of $ 155,528,769 21,673,945 148,465 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 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 filing with 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 April of 2024, the Company engaged in a Co-Development Agreement with Qualigen Therapeutics, Inc. (“Qualigen”) aimed at furthering the commercialization efforts of DuraGraft™. Pursuant to the Agreement, Qualigen has committed to providing up to $ 1,500,000 The 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.
Use of Estimates	Use of Estimates The preparation of the consolidated financial statements in accordance with GAAP requires management to make use of certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reported periods. The Company bases its estimates on historical experience and on various other assumptions that management believes are reasonable under the circumstances, the results of which form the basis for making judgments about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results could differ from those estimates. Significant estimates are related to recoverability of long-term assets including intangible assets and goodwill, amortization expense, valuation of warrants, stock-based compensation, derivative liabilities, contingent liabilities, and deferred tax valuations.
Restatement	Restatement See Note 11, “Restatement of Previously Issued Consolidated Financial Statements and Previously Issued Unaudited Interim Condensed Consolidated Financial Statements”, for additional information regarding the restatement of amounts included in the Company’s previously issued financial statements as of and for the year ended December 31, 2023, and for each of the quarterly periods ended June 30, 2023, and September 30, 2023.
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 as well as considers counterparty credit risk in its assessment of fair value. The carrying amounts of certain cash, accounts receivable, other receivables, accounts payable and accrued expenses, notes payable, and amounts due to related parties approximate fair value due to the short-term nature of these instruments. The fair value of lease obligations is determined using discounted cash flows based on the expected amounts and timing of the cash flows discounted using a market rate of interest adjusted for appropriate credit risk. The contingent liabilities assumed on the acquisition of Somahlution 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 6.21 1,202,000 225,000 1,427,000 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 2,044,000 3,358,000 5,402,000 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 1,055,000 Nil 1,055,000 iv. The present value of liquidation preference liability, included in the contingent consideration, was determined using the Black-Scholes option pricing method and represents the fair value of the maximum payment amount according to the Agreement. The following assumptions were used in the Black-Scholes option pricing model: risk free rate of 0.21 78.93 0 5 No 1,823,000 The derivative liabilities consisted of optional and automatic conversion features and the share redemption feature attached to the convertible notes, issued pursuant to the Unit Purchase Agreement (see Note 6). 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. At December 31, 2023 and 2022, the fair values of these financial instruments were as follows: Schedule of Fair Values of Financial Instruments December 31, 2023 Level 1 Level 2 Level 3 Fair Value Hierarchy December 31, 2023 Level 1 Level 2 Level 3 Liabilities Derivative liabilities $ - $ - $ - Contingent liabilities - - 5,406,000 Total $ - $ - $ 5,406,000 December 31, 2022 Level 1 Level 2 Level 3 Fair Value Hierarchy December 31, 2022 Level 1 Level 2 Level 3 Liabilities Derivative liabilities $ - $ - $ 4,823,725 Contingent liabilities - - 9,707,000 Total $ - $ - $ 14,530,725 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 Derivative and Contingent Liabilities Derivative Liabilities Contingent Liabilities Balance at December 31, 2022 $ 4,823,725 $ 9,707,000 Change in fair value of contingent liabilities - (4,301,000 ) Derivative liabilities extinguished pursuant to Unit Purchase Agreement (Note 6) (4,823,725 ) - Derivative liabilities issued pursuant to OID Purchase Agreement (Note 6) 12,292,635 - Change in fair value of derivative liabilities (795,934 ) - Derivative liabilities reclassified to equity (Note 6) (11,496,701 ) Balance at December 31, 2023 $ - $ 5,406,000
Cash	Cash Cash includes cash in readily available checking accounts.
Concentrations of Credit Risk	Concentrations of Credit Risk The Company had significant cash balances at financial institutions which throughout the year regularly exceed the federally insured limit of $ 250,000
Inventory	Inventory Inventory consisted of primarily finished goods and is valued at the lower of cost and net realizable value. Cost is determined using the first-in, first out method. The Company decreases the value of inventory for estimated obsolescence equal to the difference between the cost of inventory and the estimated market value, based upon an aging analysis of the inventory on hand, specifically known inventory-related risks, and assumptions about future demand and market conditions. The Company has determined that no inventory reserve was necessary as of December 31, 2023 and 2022.
Accounts Receivable	Accounts Receivable Trade receivables are amounts due from customers for goods sold in the ordinary course of business. Accounts receivable are non-interest bearing and are due for settlement in full within 30 days. Trade receivables are shown net of allowance for credit losses.
Allowance for Credit Losses	Allowance for Credit Losses Effective the first quarter of fiscal year 2023, the Company adopted the Current Expected Credit Losses (CECL) model as per FASB ASU No. 2016-13. This transition had no material impact on the Company’s financial position, results of operations, or cash flows for the years ended December 31, 2023 and 2022. Management believes the allowance for credit losses adequately reflects estimated credit losses. Future adjustments will be made as necessary based on economic conditions.
Property, Plant, and Equipment, Net	Property, Plant, and Equipment, Net Property, plant and equipment are recorded at cost, less accumulated depreciation. Depreciation expense is recognized using the straight-line method over the useful life of the asset. Machinery, computer equipment and related software are depreciated over five to seven years. Furniture and fixtures are depreciated over four seven years
Intangible Assets and Goodwill	Intangible Assets and Goodwill Intangible assets are recorded at cost less accumulated amortization and accumulated impairment losses. Intangible assets acquired as a result of an acquisition or in a business combination are measured at fair value at the acquisition date. The useful lives of intangible assets are assessed as either finite or indefinite. Intangible assets with finite lives are amortized over the estimated useful economic life and assessed for impairment whenever there is an indication that the intangible asset may be impaired. The estimated useful life and amortization method are reviewed at the end of each reporting period, with the effect of any changes in estimates being accounted for on a prospective basis. Goodwill represents the excess of the purchase price paid for the acquisition of subsidiaries over the fair value of the net assets acquired. Following the initial recognition, goodwill is measured at cost less any accumulated impairment losses.
In-Process Research and Development	In-Process Research and Development The Company evaluates whether acquired intangible assets are a business under applicable accounting standards. Additionally, the Company assesses whether the acquired assets have a future alternative use. Intangible assets that do not have future alternative use are considered acquired in-process research and development (“IPR&D”). When the acquired in-process research and development assets are not part of a business combination, the value of the consideration paid is expensed on the acquisition date. Future costs to develop these assets are recorded to research and development expense as they are incurred.
Impairment	Impairment ● Impairment of long-lived assets: As of December 31, 2024, the Company conducted an undiscounted cash flow test with assumptions, including a cash flows forecast for the next 10 years, a weighted average cost of capital (WACC) of 29.4%, and a long-term growth rate of 3.6%. Based on this analysis, the Company determined that no impairment should be recognized for long-lived assets for the year ended December 31, 2024. ● Goodwill ● In-process research and development assets: The fair value of IPR&D is determined using the Discounted Cash Flow (DCF) method, which considers inputs such as cash forecast for the next 8 years, an average gross margin of 90%, and a weighted average cost of capital (WACC) of 31.0%. The Company categorizes the fair value measurement of IPR&D under Level 3 of the fair value hierarchy, with significant unobservable inputs including: future cash flow projections, probability of success for development phases, market penetration rates, discount rate assumptions, terminal value growth rates, and development timeline estimates.
Leases	Leases At the inception of a contractual arrangement, the Company determines whether the contract contains a lease by assessing whether there is an identified asset and whether the contract conveys the right to control the use of the identified asset in exchange for consideration over a period of time. If both criteria are met, the Company records the associated lease liability and corresponding right-of-use asset upon commencement of the lease using the implicit rate or a discount rate based on a credit-adjusted secured borrowing rate commensurate with the term of the lease. The Company additionally evaluates leases at their inception to determine if they are to be accounted for as an operating lease or a finance lease. A lease is accounted for as a finance lease if it meets one of the following five criteria: the lease has a purchase option that is reasonably certain of being exercised, the present value of the future cash flows is substantially all of the fair market value of the underlying asset, the lease term is for a significant portion of the remaining economic life of the underlying asset, the title to the underlying asset transfers at the end of the lease term, or if the underlying asset is of such a specialized nature that it is expected to have no alternative uses to the lessor at the end of the term. Leases that do not meet the finance lease criteria are accounted for as an operating lease. Operating lease assets represent a right to use an underlying asset for the lease term and operating lease liabilities represent an obligation to make lease payments arising from the lease. Operating lease liabilities with a term greater than one year and their corresponding right-of-use assets are recognized on the consolidated balance sheets at the commencement date of the lease based on the present value of lease payments over the expected lease term. Certain adjustments to the right-of-use asset may be required for items such as initial direct costs paid or incentives received. As the Company’s leases do not typically provide an implicit rate, the Company utilizes the appropriate incremental borrowing rate, determined as the rate of interest that the Company would have to pay to borrow on a collateralized basis over a similar term and in a similar economic environment. Lease cost is recognized on a straight-line basis over the lease term and variable lease payments are recognized as operating expenses in the period in which the obligation for those payments is incurred. Variable lease payments primarily include common area maintenance, utilities, real estate taxes, insurance, and other operating costs that are passed on from the lessor in proportion to the space leased by the Company. The Company has elected the practical expedient to not separate between lease and non-lease components.
Revenue Recognition	Revenue Recognition Pursuant to Topic 606, the Company recognizes revenue to depict the transfer of promised goods or services to a customer in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve this core principle, Topic 606 outlines a five-step process for recognizing revenue from customer contracts that includes i) identification of the contract with a customer, ii) identification of the performance obligations in the contract, iii) determining the transaction price, iv) allocating the transaction price to the separate performance obligations in the contract, and v) recognizing revenue associated with performance obligations as they are satisfied. At contract inception, the Company assesses the goods or services promised within each contract and assesses whether each promised good or service is distinct and determines those that are performance obligations. The Company then recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when the performance obligation is satisfied. The Company has identified one performance obligation which is related to DuraGraft product sales. For the Company’s distribution partner channel, the Company recognizes revenue for product sales at the time of shipment of the product to its distribution partner (customer). As products have an expiration date, if a product expires, the Company will replace the product at no charge. There were no significant judgements made in applying this topic.
Direct Cost of Revenue	Direct Cost of Revenue Cost of sales includes the actual cost of merchandise sold, and the cost of transportation of merchandise from the Company’s third-party vendor to its distributor.
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, those 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 and other companies. Payments of these activities are based on the terms of the individual agreements which match to the pattern of costs incurred. Payments made in advances are reflected in the accompanying 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 made 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 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 the Company’s share-based awards vest.
Income Taxes	Income Taxes The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, deferred tax assets and liabilities are determined on the basis of the differences between the consolidated financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in the consolidated statements of operations in the period that includes the enactment date. The Company recognizes net deferred tax assets to the extent that the Company believes these assets are more likely than not to be realized. In making such a determination, management considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. If management determines that the Company would be able to realize its deferred tax assets in the future in excess of their net recorded amount, management would make an adjustment to the deferred tax asset valuation allowance, which would reduce the provision for income taxes. The Company records uncertain tax positions on the basis of a two-step process whereby (i) management determines whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position and (ii) for those tax positions that meet the more-likely-than-not recognition threshold, management recognizes the largest amount of tax benefit that is more than 50 percent likely to be realized upon ultimate settlement with the related tax authority. The Company recognizes interest and penalties related to unrecognized tax benefits within income tax expense. Any accrued interest and penalties are included within the related tax liability. There was no interest or penalties as of December 31, 2023 and 2022.
Segment Reporting	Segment Reporting Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision maker in making decisions on how to allocate resources and assess performance. The Company views its operations and manages its business as one
Net Loss Per Share	Net Loss Per Share Basic net loss per share is computed by dividing the net loss by the weighted-average number of common shares outstanding for the period, without consideration for potentially dilutive securities. Diluted net loss per share is computed by dividing the net loss by the weighted-average number of common shares and dilutive common stock equivalents outstanding for the period determined using the treasury stock and if-converted methods. Dilutive common stock equivalents are comprised of unvested common stock, options and warrants. For all periods presented, there is no difference in the number of shares used to calculate basic and diluted shares outstanding as inclusion of the potentially dilutive securities (warrants, stock options, and common shares subject to repurchase) would be antidilutive.
Recently Issued Accounting Pronouncements	Recently Issued Accounting Pronouncements The Company assesses the adoption impacts of recently issued accounting standards by the Financial Accounting Standards Board or other standard setting bodies on the Company’s financial statements as well as material updates to previous assessments. There were no new material accounting standards issued or adopted in the year 2023 that impacted the Company, other than indicated below. In June 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2016-13, Financial Instruments - Credit Losses (Topic 326). The new standard amends guidance on reporting credit losses for assets held at amortized cost basis and available-for-sale debt securities. In February 2020, the FASB issued ASU 2020-02, Financial Instruments-Credit Losses (Topic 326) and Leases (Topic 842) - Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 119 and Update to SEC Section on Effective Date Related to Accounting Standards Update No. 2016-02, Leases (Topic 842), which amends the effective date of the original pronouncement for smaller reporting companies. ASU 2016-13 and its amendments will be effective for the Company for interim and annual periods in fiscal years beginning after December 15, 2022. CECL estimates of expected credit losses on trade receivables over their life will be required to be recorded at inception, based on historical information, current conditions, and reasonable and supportable forecasts. The Company adopted the standard in its first quarter of 2023. There was no material impact on the results of operations for the year ended December 31, 2023 and 2022. ASU 2020-06 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 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 adopted ASU 2020-06 on January 1, 2023. The adoption did not have a material impact on its financial statements or disclosures.

Organization, Basis of Presen_3

Organization, Basis of Presentation and Summary of Significant Accounting Policies (Tables)	12 Months Ended
	Dec. 31, 2023
Accounting Policies [Abstract]
Schedule of Fair Values of Financial Instruments	Marizyme measures the following financial instruments at fair value on a recurring basis. At December 31, 2023 and 2022, the fair values of these financial instruments were as follows: Schedule of Fair Values of Financial Instruments December 31, 2023 Level 1 Level 2 Level 3 Fair Value Hierarchy December 31, 2023 Level 1 Level 2 Level 3 Liabilities Derivative liabilities $ - $ - $ - Contingent liabilities - - 5,406,000 Total $ - $ - $ 5,406,000 December 31, 2022 Level 1 Level 2 Level 3 Fair Value Hierarchy December 31, 2022 Level 1 Level 2 Level 3 Liabilities Derivative liabilities $ - $ - $ 4,823,725 Contingent liabilities - - 9,707,000 Total $ - $ - $ 14,530,725
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 Derivative and Contingent Liabilities Derivative Liabilities Contingent Liabilities Balance at December 31, 2022 $ 4,823,725 $ 9,707,000 Change in fair value of contingent liabilities - (4,301,000 ) Derivative liabilities extinguished pursuant to Unit Purchase Agreement (Note 6) (4,823,725 ) - Derivative liabilities issued pursuant to OID Purchase Agreement (Note 6) 12,292,635 - Change in fair value of derivative liabilities (795,934 ) - Derivative liabilities reclassified to equity (Note 6) (11,496,701 ) Balance at December 31, 2023 $ - $ 5,406,000

Leases (Tables)

Leases (Tables)	12 Months Ended
Leases (Tables)	Dec. 31, 2023
Leases
Schedule of Right-of-Use Asset and Related Lease Liabilities	The following table summarizes supplemental balance sheet information related to the operating lease as of December 31, 2023 and 2022: Schedule of Right-of-Use Asset and Related Lease Liabilities December 31, 2023 December 31, 2022 Right-of-use asset $ 1,101,211 $ 1,485,023 Operating lease liabilities, current $ 434,082 $ 423,495 Operating lease liabilities, non-current 667,129 1,061,528 Total operating lease liabilities $ 1,101,211 $ 1,485,023
Schedule of Maturities of Lease Liabilities	As of December 31, 2023, the maturities of the lease liabilities for years ended December 31 are as follows: Schedule of Maturities of Lease Liabilities 2024 $ 434,082 2025 444,934 2026 266,034 Total lease payments $ 1,145,050 Less: Present value discount (43,839 ) Total $ 1,101,211

Intangible Assets and Goodwill

Intangible Assets and Goodwill (Tables)	12 Months Ended
Intangible Assets and Goodwill (Tables)	Dec. 31, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
Schedule of Intangible Assets Amortization Expense	Schedule of Intangible Assets Amortization Expense 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 December 31, 2022 Gross Carrying Amount Accumulated Amortization Impairment Net Carrying Amount Krillase intangible assets $ 28,600,000 $ - $ (24,350,000 ) $ 4,250,000 Patents in process 122,745 - - 122,745 DuraGraft patent 5,256,000 (977,076 ) - 4,278,924 Duragraft - Distributor relationship 308,000 (74,433 ) - 233,567 Duragraft IPR&D - Cyto Protectant Life Sciences 12,606,000 - - 12,606,000 My Health Logic - Trade name 450,000 (32,947 ) - 417,053 My Health Logic - Biotechnology 4,600,000 (277,353 ) - 4,322,647 My Health Logic - Software 1,550,000 (105,916 ) - 1,444,084 Total intangibles $ 53,492,745 $ (1,467,725 ) $ (24,350,000 ) $ 27,675,020
Schedule of Goodwill	Schedule of Goodwill Goodwill DuraGraft My Health Logic Total Balance, December 31, 2022 $ 5,416,000 $ 1,774,656 $ 7,190,656 Impairment - (1,774,656 ) (1,774,656 ) Balance, December 31, 2023 $ 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, 2021 $ 52,866,192 Impairment (24,350,000 ) Amortization expense (841,172 ) Balance, December 31, 2022 $ 27,675,020 Impairment (12,469,720 ) Amortization expense (841,171 ) Balance, December 31, 2023 $ 14,364,129

Accounts Payable and Accrued _2

Accounts Payable and Accrued Expenses (Tables)	12 Months Ended
Accounts Payable and Accrued Expenses (Tables)	Dec. 31, 2023
Payables and Accruals [Abstract]
Schedule of Accounts Payable And Accrued Liabilities	Accounts payable and accrued expenses, summarized by major category, as of December 31, 2023 and 2022 consist of the following: Schedule of Accounts Payable And Accrued Liabilities December 31, 2023 December 31, 2022 Trade accounts payable $ 2,216,386 $ 1,224,542 Accrued expenses - 697 Accrued compensation expenses 105,678 140,204 Total accounts payable and accrued expenses $ 2,322,064 $ 1,365,443

Convertible Promissory Notes _2

Convertible Promissory Notes and Warrants (Tables)	12 Months Ended
Convertible Promissory Notes and Warrants (Tables)	Dec. 31, 2023
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 December 31, 2023 and 2022: Schedule of Convertible Notes Convertible Notes, Net of Debt Discount (As Restated) Balance, December 31, 2021 $ 26,065 Convertible notes issued - new securities 7,315,138 Issuance costs (535,717 ) Debt discount (6,479,421 ) Debt accretion 2,763,749 Debt extinguishment (338,181 ) Balance, December 31, 2022 $ 2,751,633 Debt accretion on Original securities 1,835,741 Debt extinguishment (4,587,374 ) Convertible notes issued - New Securities 19,403,385 Debt Discount on New Securities (344,959 ) Debt interest and accretion on New Securities 1,429,646 Mandatory Default Amount 6,835,105 Conversion of debt (9,509,505 ) Extinguishment of debt (10,276,925 ) Convertible notes issued with extended maturity date 8,791,729 Balance, December 31, 2023 $ 16,328,476
Schedule of Convertible Notes Net of Debt Discount	Schedule of Convertible Notes Net of Debt Discount December 31, 2023 December 31, 2022 (As Restated) Convertible notes - total principal $ 17,516,865 $ 14,432,996 Unamortized issuance costs and discount (1,188,389 ) (11,681,363 ) Convertible Notes, Net of Debt Discount $ 16,328,476 $ 2,751,633 December 31, 2023 December 31, 2022 (As Restated) Current portion $ 16,328,476 $ - Non-current portion - 2,751,633 Convertible Notes, Net of Debt Discount $ 16,328,476 $ 2,751,633
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 December 31, 2023 and 2022: 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
Schedule of Convertible Notes Net of Debt Discount	Schedule of Convertible Notes Net of Debt Discount December 31, 2023 December 31, 2022 Convertible notes - total principal $ 6,987,606 $ - Unamortized issuance costs and discount (4,293,350 ) - Convertible Notes, Net of Debt Discount $ 2,694,256 $ - December 31, 2023 December 31, 2022 Current portion $ 2,694,256 $ - Non-current portion $ - $ - Convertible Notes, Net of Debt Discount $ 2,694,256 $ -

Stockholders_ Equity (Tables)

Stockholders’ Equity (Tables)	12 Months Ended
Stockholders’ Equity (Tables)	Dec. 31, 2023
Equity [Abstract]
Schedule of Share Based Stock Option Valuation Assumptions	Schedule of Share Based Stock Option Valuation Assumptions 2023 2022 Risk-free interest rate - 2.98 % Volatility - 117.58 % Exercise price - $ 2.20 Dividend yield - 0 % Forfeiture rate - 0 % Expected life (years) - 9.95
Schedule of Stock Option Activity	The summary of option activity for the years ended December 31, 2023 and 2022 was 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, 2021 3,650,943 $ 1.24 8.34 Granted 400,000 2.20 Expired (62,502 ) 1.25 Forfeited (62,498 ) 1.25 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 - Exercisable at December 31, 2023 3,685,943 1.29 4.85 -
Schedule of Options Outstanding and Exercisable	As of December 31, 2023, the Company had the following options issued and outstanding: Schedule of Options Outstanding and Exercisable Exercise Price Number of Options Outstanding Number of Options Exercisable Weighted Average Remaining Contractual Years Intrinsic Value $ 1.01 1,985,943 1,985,943 2.49 $ - 1.25 540,000 540,000 7.16 - 1.37 200,000 200,000 6.63 - 1.75 800,000 680,000 7.91 - 2.20 400,000 280,000 8.44 - $ 1.33 3,925,943 3,685,943 5.06 -
Schedule of Warrants Outstanding	Schedule of Warrants Outstanding Number Weighted Average Price Balance, December 31, 2021 12,144,838 $ 2.90 Issued pursuant to Unit Purchase Agreement 8,360,152 2.25 Issued 878,398 1.16 Exercised (300,000 ) 0.01 Expired (113,637 ) 3.00 Cancelled pursuant to FINRA (578,398 ) 1.75 Cancelled as part of debt extinguishment (342,856 ) 2.25 Balance, December 31, 2022 20,048,497 $ 2.64 Warrants modified pursuant to debt extinguishment (Note 6) 355,577,447 0.10 Issued pursuant to debt agreements (Note 6) 183,560,497 0.15 Issued 79,949,352 0.11 Exercised (2,652,159 ) 0.10 Balance, December 31, 2023 636,483,634 $ 0.12

Income Taxes (Tables)

Income Taxes (Tables)	12 Months Ended
Income Taxes (Tables)	Dec. 31, 2023
Income Tax Disclosure [Abstract]
Schedule of Income Tax Expenses	Schedule of Income Tax Expenses December 31, 2023 December 31, 2022 Tax expense (benefit) at the statutory rate $ (13,722,852 ) $ (8,014,646 ) Foreign rate differential (162,869 ) - State Taxes (125,758 ) (1,658,268 ) Non-deductible items 11,711,809 702,460 Deferred true-ups (2,568,076 ) 40,912 Other (15,548 ) (121,202 ) Change in valuation allowance 4,883,294 9,050,744 Total $ - $ -
Schedule of Effective Income Tax Rate	The following is a reconciliation of the U.S. federal statutory rate to the effective income tax rates for the years ended December 31, 2023 and 2022: Schedule of Effective Income Tax Rate December 31, 2023 December 31, 2022 U.S. statutory federal rate 21.0 % 21.0 % Foreign rate differential 0.2 % 0.0 % State Taxes 0.2 % 4.3 % Non-deductible / non-taxable items -17.9 % -1.8 % Deferred true-up 3.9 % -0.1 % Other 0.0 % 0.3 % Valuation allowance -7.5 % -23.7 % Total provision 0.0 % 0.0 %
Schedule of Deferred Tax Assets and Liabilities	The tax effect of significant components of the Company’s deferred tax assets and liabilities at December 31, 2023 and 2022, are as follows: Schedule of Deferred Tax Assets and Liabilities December 31, 2023 December 31, 2022 Deferred tax assets: Net operating loss carry forward $ 11,735,683 $ 9,551,121 Lease liability 255,178 376,380 Intangible assets 6,212,227 3,618,128 Capitalized research and development costs 1,082,349 974,819 Deferred tax assets 19,285,437 14,520,448 Deferred tax liabilities: ROU assets (255,178 ) - Fixed assets (2,897 ) (376,380 ) Deferred tax liabilities (285,075 ) (376,380 ) Total gross deferred tax assets 19,027,362 14,144,068 Less: Deferred tax asset valuation allowance (19,027,362 ) (14,144,068 ) Total net deferred taxes $ - $ -

Restatement of Previously Iss_2

Restatement of Previously Issued Consolidated Financial Statements And Previously Issued Unaudited Interim Condensed Consolidated Financial Statements (Tables)	12 Months Ended
	Dec. 31, 2023
Accounting Changes and Error Corrections [Abstract]
Schedule of Restatement Financial Statements	The restatement had no impact on total net cash flows from operating, investing or financing activities. Schedule of Restatement Financial Statements Consolidated Balance Sheet Originally Reported Restatement Adjustment As Restated As of December 31, 2023 Originally Reported Restatement Adjustment As Restated LIABILITIES, CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ DEFICIT Current portion of Convertible Notes - Units Private Placement $ 14,288,335 $ 2,040,141 $ 16,328,476 Total current liabilities $ 20,602,582 $ 2,040,141 $ 22,642,723 Total liabilities $ 26,675,711 $ 2,040,141 $ 28,715,852 Stockholders’ equity (deficit): Additional paid-in capital $ 146,543,921 $ 2,152,279 $ 148,696,200 Accumulated deficit $ (151,336,349 ) $ (4,192,420 ) $ (155,528,769 ) Consolidated Statement of Operations and Comprehensive Loss Originally Reported Restatement Adjustment As Restated Year ended December 31, 2023 Originally Reported Restatement Adjustment As Restated Interest and accretion expenses $ (30,224,223 ) $ 16,969,891 $ (13,254,332 ) Gain (loss) on debt extinguishment $ 755,364 $ (21,162,311 ) $ (20,406,947 ) Total other income (expense) $ (31,260,400 ) $ (4,192,420 ) $ (35,452,820 ) Net loss $ (65,346,916 ) $ (4,192,420 ) $ (69,539,336 ) Loss per share – basic and diluted $ (1.44 ) $ (0.09 ) $ (1.53 ) Consolidated Statements of Stockholders’ Equity (Deficit) Originally Reported Restatement Adjustment As As of December 31, 2023 Originally Reported Restatement Adjustment As Issuance of shares $ 587,086 $ 117,511 $ 704,597 Increase of fair value of warrants in debt extinguishment $ - $ 12,666,268 $ 12,666,268 Issuance of warrants on debt extinguishment $ 19,058,426 $ (19,058,426 ) $ - Warrants cancelled in debt extinguishment $ (8,426,927 ) $ 8,426,927 $ - Net loss $ (65,346,916 ) $ (4,192,420 ) $ (69,539,336 ) Total stockholders’ deficit $ (4,660,636 ) $ (2,040,141 ) $ (6,700,777 ) Consolidated Statements of Cash Flows Originally Reported Restatement Adjustment As Year ended December 31, 2023 Originally Reported Restatement Adjustment As Net loss $ (65,346,916 ) $ (4,192,420 ) $ (69,539,336 ) Interest and accretion on convertible notes and notes payable $ 30,224,223 $ (16,969,891 ) $ 13,254,332 Loss (gain) on debt extinguishment $ (755,364 ) $ 21,162,311 $ 20,406,947 Consolidated Balance Sheet – at September 30, 2023 Originally Reported Restatement Adjustment As Restated As of September 30, 2023 (Unaudited) Originally Reported Restatement Adjustment As Restated LIABILITIES, CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ DEFICIT Current portion of Convertible Notes - Units Private Placement $ 19,124,357 $ 7,451,776 $ 26,576,133 Total current liabilities $ 48,669,274 $ 7,451,776 $ 56,121,050 Total liabilities $ 58,869,642 $ 7,451,776 $ 66,321,418 Stockholders’ equity (deficit): Additional paid-in capital $ 119,574,221 $ 2,152,280 $ 121,726,501 Accumulated deficit $ (141,570,688 ) $ (9,604,056 ) $ (151,174,744 ) Consolidated Statement of Operations and Comprehensive Loss – Nine Months Ended September 30, 2023 Originally Reported Restatement Adjustment As Restated Nine months ended September 30, 2023 (Unaudited) Originally Reported Restatement Adjustment As Restated Interest and accretion expenses $ (22,527,538 ) $ 11,489,138 $ (11,038,400 ) Loss on debt extinguishment $ (764,683 ) $ (21,093,194 ) $ (21,857,877 ) Total other income (expense) $ (43,787,180 ) $ (9,604,056 ) $ (53,391,236 ) Net loss $ (55,581,255 ) $ (9,604,056 ) $ (65,185,311 ) Loss per share – basic and diluted $ (1.28 ) $ (0.23 ) $ (1.51 ) Consolidated Statement of Operations and Comprehensive Loss – Three Months Ended September 30, 2023 Originally Reported Restatement Adjustment As Restated Three months ended September 30, 2023 (Unaudited) Originally Reported Restatement Adjustment As Restated Interest and accretion expenses $ (7,405,668 ) $ 5,903,581 $ (1,502,087 ) Total other income (expense) $ (27,593,059 ) $ 5,903,581 $ (21,689,478 ) Net loss $ (32,450,269 ) $ 5,903,581 $ (26,546,688 ) Loss per share – basic and diluted $ (0.71 ) $ 0.13 $ (0.58 ) Consolidated Statements of Stockholders’ Equity (Deficit) – Nine Months Ended September 30, 2023 Originally Reported Restatement Adjustment As As of September 30, 2023 (Unaudited) Originally Reported Restatement Adjustment As Issuance of shares $ 587,087 $ 117,510 $ 704,597 Increase of fair value of warrants in debt extinguishment $ - $ 12,666,268 $ 12,666,268 Issuance of warrants on debt extinguishment $ 19,058,426 $ (19,058,426 ) $ - Warrants cancelled in debt extinguishment $ (8,426,927 ) $ 8,426,927 $ - Net loss $ (55,581,255 ) $ (9,604,056 ) $ (65,185,311 ) Total stockholders’ deficit $ (21,949,801 ) $ (7,451,776 ) $ (29,401,577 ) Consolidated Statements of Stockholders’ Equity (Deficit) – Three Months Ended September 30, 2023 Originally Reported Restatement Adjustment As As of September 30, 2023 (Unaudited) Originally Reported Restatement Adjustment As Net loss $ (32,450,269 ) $ (5,903,581 ) $ (26,546,688 ) Total stockholders’ deficit $ (21,949,801 ) $ (7,451,776 ) $ (29,401,577 ) Consolidated Statements of Cash Flows – Nine Months Ended September 30, 2023 Originally Reported Restatement Adjustment As Nine months ended September 30, 2023 (Unaudited) Originally Reported Restatement Adjustment As Net loss $ (55,581,255 ) $ (9,604,056 ) $ (65,185,311 ) Interest and accretion on convertible notes and notes payable $ 22,527,538 $ (11,489,138 ) $ 11,038,400 Loss on debt extinguishment $ 764,683 $ 21,093,194 $ 21,857,877 Consolidated Balance Sheet – at June 30, 2023 Originally Reported Restatement Adjustment As Restated As of June 30, 2023 (Unaudited) Originally Reported Restatement Adjustment As Restated LIABILITIES, CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ DEFICIT Current portion of Convertible Notes - Units Private Placement $ 12,316,495 $ 13,355,358 $ 25,671,853 Total current liabilities $ 20,821,718 $ 13,355,358 $ 34,177,076 Total liabilities $ 29,711,796 $ 13,355,358 $ 43,067,154 Stockholders’ equity (deficit): Additional paid-in capital $ 116,344,709 $ 2,152,279 $ 118,496,988 Accumulated deficit $ (109,120,419 ) $ (15,507,637 ) $ (124,628,056 ) Consolidated Statement of Operations and Comprehensive Loss – Six Months Ended June 30, 2023 Originally Reported Restatement Adjustment As Restated Six months ended June 30, 2023 (Unaudited) Originally Reported Restatement Adjustment As Restated Interest and accretion expenses $ (15,121,870 ) $ 5,585,558 $ (9,536,312 ) Loss on debt extinguishment $ (684,682 ) $ (21,093,195 ) $ (21,777,877 ) Total other income (expense) $ (16,194,121 ) $ (15,507,637 ) $ (31,701,758 ) Net loss $ (23,130,986 ) $ (15,507,637 ) $ (38,638,623 ) Loss per share – basic and diluted $ (0.55 ) $ (0.37 ) $ (0.92 ) Consolidated Statement of Operations and Comprehensive Loss – Three Months Ended June 30, 2023 Originally Reported Restatement Adjustment As Restated Three months ended June 30, 2023 (Unaudited) Originally Reported Restatement Adjustment As Restated Interest and accretion expenses $ (13,424,169 ) $ 5,585,558 $ (7,838,611 ) Loss on debt extinguishment $ (684,682 ) $ (21,093,195 ) $ (21,777,877 ) Total other income (expense) $ (15,772,420 ) $ (15,507,637 ) $ (31,280,057 ) Net loss $ (20,576,402 ) $ (15,507,637 ) $ (36,084,039 ) Loss per share – basic and diluted $ (0.48 ) $ (0.36 ) $ (0.84 ) Consolidated Statements of Stockholders’ Equity (Deficit) – Six Months Ended June 30, 2023 Originally Reported Restatement Adjustment As As of June 30, 2023 (Unaudited) Originally Reported Restatement Adjustment As Issuance of shares $ 377,085 $ 117,511 $ 494,596 Increase of fair value of warrants in debt extinguishment $ - $ 12,666,268 $ 12,666,268 Issuance of warrants on debt extinguishment $ 19,058,426 $ (19,058,426 ) $ - Warrants cancelled in debt extinguishment $ (8,426,927 ) $ 8,426,927 $ - Net loss $ (23,130,986 ) $ (15,507,637 ) $ (38,638,623 ) Total stockholders’ deficit $ 7,269,656 $ (13,355,358 ) $ (6,085,702 ) Consolidated Statements of Stockholders’ Equity (Deficit) – Three Months Ended June 30, 2023 Originally Reported Restatement Adjustment As As of June 30, 2023 (Unaudited) Originally Reported Restatement Adjustment As Issuance of shares $ 223,485 $ 117,511 $ 340,996 Increase of fair value of warrants in debt extinguishment $ - $ 12,666,268 $ 12,666,268 Issuance of warrants on debt extinguishment $ 19,058,426 $ (19,058,426 ) $ - Warrants cancelled in debt extinguishment $ (8,426,927 ) $ 8,426,927 $ - Net loss $ (20,576,402 ) $ (15,507,637 ) $ (36,084,039 ) Total stockholders’ deficit $ 7,269,656 $ (13,355,358 ) $ (6,085,702 ) Consolidated Statements of Cash Flows – Six Months Ended June 30, 2023 Originally Reported Restatement Adjustment As Six months ended June 30, 2023 (Unaudited) Originally Reported Restatement Adjustment As Net loss $ (23,130,986 ) $ (15,507,637 ) $ (38,638,623 ) Interest and accretion on convertible notes and notes payable $ 15,121,870 $ (5,585,558 ) $ 9,536,312 Loss on debt extinguishment $ 684,682 $ 21,093,195 $ 21,777,877

Schedule of Fair Values of Fina

Schedule of Fair Values of Financial Instruments (Details) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Platform Operator, Crypto Asset [Line Items]
Derivative liabilities		$ 4,823,725
Fair Value, Inputs, Level 1 [Member]
Platform Operator, Crypto Asset [Line Items]
Derivative liabilities
Contingent liabilities
Total
Fair Value, Inputs, Level 2 [Member]
Platform Operator, Crypto Asset [Line Items]
Derivative liabilities
Contingent liabilities
Total
Fair Value, Inputs, Level 3 [Member]
Platform Operator, Crypto Asset [Line Items]
Derivative liabilities		4,823,725
Contingent liabilities	5,406,000	9,707,000
Total	$ 5,406,000	$ 14,530,725

Schedule of Liabilities Fair Va

Schedule of Liabilities Fair Value Measured (Details) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Platform Operator, Crypto Asset [Line Items]
Change in fair value of contingent liabilities	$ 4,301,000	$ 1,606,000
Change in fair value of derivative liabilities	795,934
Fair Value, Inputs, Level 3 [Member] \| Derivative Liabilities [Member]
Platform Operator, Crypto Asset [Line Items]
Beginning Balance	4,823,725
Change in fair value of contingent liabilities
Derivative liabilities extinguished pursuant to Unit Purchase Agreement	(4,823,725)
Derivative liabilities issued pursuant to OID Purchase Agreement	12,292,635
Change in fair value of derivative liabilities	(795,934)
Derivative liabilities reclassified to equity	(11,496,701)
Ending Balance		4,823,725
Fair Value, Inputs, Level 3 [Member] \| Contingent Liabilities [Member]
Platform Operator, Crypto Asset [Line Items]
Beginning Balance	9,707,000
Change in fair value of contingent liabilities	(4,301,000)
Derivative liabilities extinguished pursuant to Unit Purchase Agreement
Derivative liabilities issued pursuant to OID Purchase Agreement
Change in fair value of derivative liabilities
Ending Balance	$ 5,406,000	$ 9,707,000

Organization, Basis of Presen_4

Organization, Basis of Presentation and Summary of Significant Accounting Policies (Details Narrative)	1 Months Ended	12 Months Ended
	Apr. 30, 2024 USD ($)	Dec. 31, 2024	Dec. 31, 2023 USD ($) Number	Dec. 31, 2022 USD ($)	Sep. 30, 2023 USD ($)	Jun. 30, 2023 USD ($)
Property, Plant and Equipment [Line Items]
Accumulated deficit			$ 155,528,769	$ 85,989,433	$ 151,174,744	$ 124,628,056
Working capital			21,673,945
Cash			$ 148,465	$ 510,865
Risk free rate				2.98%
Expected life				9 years 11 months 12 days
Midrange average estimated interest rate			20.60%
Liabilities fair value adjustment			$ 2,044,000
Royalty payments			3,358,000	$ 5,402,000
Cash federally insured limit			$ 250,000
Description of fair value hierarchy			The fair value of IPR&D is determined using the Discounted Cash Flow (DCF) method, which considers inputs such as cash forecast for the next 8 years, an average gross margin of 90%, and a weighted average cost of capital (WACC) of 31.0%. The Company categorizes the fair value measurement of IPR&D under Level 3 of the fair value hierarchy, with significant unobservable inputs including: future cash flow projections, probability of success for development phases, market penetration rates, discount rate assumptions, terminal value growth rates, and development timeline estimates.
Number of operating segment \| Number			1
Minimum [Member]
Property, Plant and Equipment [Line Items]
Furniture and fixtures depreciated			4 years
Maximum [Member]
Property, Plant and Equipment [Line Items]
Furniture and fixtures depreciated			7 years
Scenario, Adjustment [Member]
Property, Plant and Equipment [Line Items]
Liabilities fair value adjustment			$ 1,055,000
Pre tax discount rate percentage			20.60%
Market value				1,055,000
Warrants Liabilities [Member]
Property, Plant and Equipment [Line Items]
Risk free rate			1.19%
Expected volatility			69.62%
Expected dividend			$ 0
Expected life			6 years 2 months 15 days
Increase (decrease) in operating liabilities			$ 1,202,000
Warrants liabilities			$ 225,000	1,427,000
Liquidation Preference [Member]
Property, Plant and Equipment [Line Items]
Risk free rate			0.21%
Expected volatility			78.93%
Expected dividend			$ 0
Expected life			5 years
Liquidation preference value			$ 0
Liquidation preference fair market value			$ 1,823,000	$ 1,823,000
Subsequent Event [Member]
Property, Plant and Equipment [Line Items]
Impairement of long lived assets description		As of December 31, 2024, the Company conducted an undiscounted cash flow test with assumptions, including a cash flows forecast for the next 10 years, a weighted average cost of capital (WACC) of 29.4%, and a long-term growth rate of 3.6%. Based on this analysis, the Company determined that no impairment should be recognized for long-lived assets for the year ended December 31, 2024.
Co Development Agreement [Member] \| Subsequent Event [Member]
Property, Plant and Equipment [Line Items]
Investment capital	$ 1,500,000

Schedule of Right-of-Use Asset

Schedule of Right-of-Use Asset and Related Lease Liabilities (Details) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Leases
Right-of-use asset	$ 1,101,211	$ 1,485,023
Operating lease liabilities, current	434,082	423,495
Operating lease liabilities, non-current	667,129	1,061,528
Total operating lease liabilities	$ 1,101,211	$ 1,485,023

Schedule of Maturities of Lease

Schedule of Maturities of Lease Liabilities (Details) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Leases
2024	$ 434,082
2025	444,934
2026	266,034
Total lease payments	1,145,050
Less: Present value discount	(43,839)
Total	$ 1,101,211	$ 1,485,023

Leases (Details Narrative)

Leases (Details Narrative)		1 Months Ended	12 Months Ended
Leases (Details Narrative)	Dec. 11, 2020 ft²	Dec. 31, 2020 USD ($)	Dec. 31, 2024 USD ($)	Dec. 31, 2023 USD ($)	Dec. 31, 2022 USD ($)	Apr. 01, 2022 ft²
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					3,053
Payments for rent				$ 356,309	$ 370,945
Operating expense				$ 34,544,218	$ 37,502,962
Lease term				2 years 6 months 29 days
Operating Lease Agreement [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Payments for rent		$ 10,800		$ 15,641
Annually percentage		2.50%		2.50%
Operating expense		$ 12,000
Increase in operating expense		$ 17,500
Operating lease discount rate				3.95%
Operating Lease Agreement [Member] \| Forecast [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Payments for rent			$ 16,032

Schedule of Intangible Assets A

Schedule of Intangible Assets Amortization Expense (Details) - USD ($)	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Finite-Lived Intangible Assets [Line Items]
Gross carrying amount	$ 29,142,745	$ 53,492,745
Accumulated amortization	(2,308,896)	(1,467,725)
Impairment	(12,469,720)	(24,350,000)
Net carrying amount	14,364,129	27,675,020	$ 52,866,192
Krillase Intangible Assets [Member]
Finite-Lived Intangible Assets [Line Items]
Gross carrying amount	4,250,000	28,600,000
Accumulated amortization
Impairment	(4,250,000)	(24,350,000)
Net carrying amount		4,250,000
Patents [Member]
Finite-Lived Intangible Assets [Line Items]
Gross carrying amount	122,745	122,745
Accumulated amortization
Impairment
Net carrying amount	122,745	122,745
DuraGraft Patent [Member]
Finite-Lived Intangible Assets [Line Items]
Gross carrying amount	5,256,000	5,256,000
Accumulated amortization	(1,381,383)	(977,076)
Impairment
Net carrying amount	3,874,617	4,278,924
DuraGraft Distributor Relationship[Member]
Finite-Lived Intangible Assets [Line Items]
Gross carrying amount	308,000	308,000
Accumulated amortization	(105,233)	(74,433)
Impairment
Net carrying amount	202,767	233,567
DuraGraft Cyto Protectant [Member]
Finite-Lived Intangible Assets [Line Items]
Gross carrying amount	12,606,000	12,606,000
Accumulated amortization
Impairment	(2,442,000)
Net carrying amount	10,164,000	12,606,000
My Health Logic - Trade Name [Member]
Finite-Lived Intangible Assets [Line Items]
Gross carrying amount	450,000	450,000
Accumulated amortization	(65,090)	(32,947)
Impairment	(384,910)
Net carrying amount		417,053
My Health Logic - Biotechnology [Member]
Finite-Lived Intangible Assets [Line Items]
Gross carrying amount	4,600,000	4,600,000
Accumulated amortization	(547,941)	(277,353)
Impairment	(4,052,059)
Net carrying amount		4,322,647
My Health Logic - Software [Member]
Finite-Lived Intangible Assets [Line Items]
Gross carrying amount	1,550,000	1,550,000
Accumulated amortization	(209,249)	(105,916)
Impairment	(1,340,751)
Net carrying amount		$ 1,444,084

Schedule of Goodwill (Details)

Schedule of Goodwill (Details)	12 Months Ended
Schedule of Goodwill (Details)	Dec. 31, 2023 USD ($)
Impairment Effects on Earnings Per Share [Line Items]
Balance, December 31, 2022	$ 7,190,656
Impairment	(1,774,656)
Balance, December 31, 2023	5,416,000
Duragraft [Member]
Impairment Effects on Earnings Per Share [Line Items]
Balance, December 31, 2022	5,416,000
Impairment
Balance, December 31, 2023	5,416,000
My Health Logic [Member]
Impairment Effects on Earnings Per Share [Line Items]
Balance, December 31, 2022	1,774,656
Impairment	(1,774,656)
Balance, December 31, 2023

Schedule of Intangible Assets (

Schedule of Intangible Assets (Details) - USD ($)	12 Months Ended
Schedule of Intangible Assets (Details) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
Beginning Balance	$ 27,675,020	$ 52,866,192
Impairment, Intangible Asset, Finite-Lived, Statement of Income or Comprehensive Income [Extensible Enumeration]	Impairment	Impairment
Impairment	$ (12,469,720)	$ (24,350,000)
Amortization expense	(841,171)	(841,172)
Ending Balance	$ 14,364,129	$ 27,675,020

Intangible Assets and Goodwil_2

Intangible Assets and Goodwill (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020	Sep. 12, 2018
Indefinite-Lived Intangible Assets [Line Items]
Impairment of intangible assets	$ 14,244,375	$ 24,350,000
Net carrying amount	14,364,129	27,675,020	$ 52,866,192
Intangible assets impairment	12,469,720	24,350,000
Intangible assets impairment	(12,469,720)	(24,350,000)
Goodwill	5,416,000	7,190,656
Impairment charges	1,774,656
DuraGraft and My Health Logic [Member]
Indefinite-Lived Intangible Assets [Line Items]
2024	435,108
2025	1,901,843
2026	1,901,843
2027	1,901,843
2028	1,901,843
2029 and thereafter	1,901,843
DuraGraft Cyto Protectant [Member]
Indefinite-Lived Intangible Assets [Line Items]
Net carrying amount	10,164,000	12,606,000
Intangible assets impairment	2,442,000
Intangible assets impairment	(2,442,000)
Intangible asset	14,241,384	18,170,000
Krillase Technology [Member]
Indefinite-Lived Intangible Assets [Line Items]
Intangibles assets					$ 28,600,000
Impairment of intangible assets	4,250,000	4,350,000
Net carrying amount		4,250,000
Duragraft [Member]
Indefinite-Lived Intangible Assets [Line Items]
Intangible Assets, Current				$ 18,170,000
My Health Logic, Inc. [Member]
Indefinite-Lived Intangible Assets [Line Items]
Intangibles assets			6,600,000
Impairment of intangible assets	5,777,720
Goodwill			$ 1,774,656
Impairment charges	$ 1,774,656

Schedule of Accounts Payable An

Schedule of Accounts Payable And Accrued Liabilities (Details) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Payables and Accruals [Abstract]
Trade accounts payable	$ 2,216,386	$ 1,224,542
Accrued expenses		697
Accrued compensation expenses	105,678	140,204
Total accounts payable and accrued expenses	$ 2,322,064	$ 1,365,443

Notes Payable (Details Narrativ

Notes Payable (Details Narrative) - USD ($)	Oct. 23, 2023	May 12, 2023	Feb. 02, 2023	Dec. 28, 2022	Dec. 31, 2023	Feb. 01, 2023	Dec. 31, 2022	Nov. 30, 2021
Notes Payable, Current					$ 633,692		$ 1,132,829
Mr Richamond [Member]
Notes payable					151,000
Promissory Note [Member]
Debt instrument interest rate stated percentage				20%
Promissory note				$ 750,000
Accrued interest					64,133
Debt				$ 814,133
Conversion units				9,578,040
Hub International Limited [Member]
Notes payable	$ 165,469
Debt instrument interest rate stated percentage	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
Debt			$ 1,250,000
Conversion units		11,764,710	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
Debt instrument interest rate stated percentage								9%
Accrued interest					29,304		15,124
Debt Instrument, Repurchase Amount							278,678
Notes Payable, Current					252,223		$ 218,100
Santander Bank Sullivan and Worcester LLP [Member]
Notes payable					$ 65,000

Schedule of Convertible Notes (

Schedule of Convertible Notes (Details) - USD ($)	12 Months Ended
Schedule of Convertible Notes (Details) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Convertible Notes Payable [Member]
Short-Term Debt [Line Items]
Beginning balance	$ 2,751,633	$ 26,065
Convertible notes issued - New Securities	19,403,385	7,315,138
Issuance costs		(535,717)
Debt discount		(6,479,421)
Debt accretion		2,763,749
Extinguishment of debt	(10,276,925)	(338,181)
Debt accretion on Original securities	1,835,741
Debt extinguishment	(4,587,374)
Debt Discount on New Securities	(344,959)
Debt interest and accretion on New Securities	1,429,646
Mandatory Default Amount	6,835,105
Conversion of debt	(9,509,505)
Convertible notes issued with extended maturity date	8,791,729
Ending balance	16,328,476	2,751,633
OID Convertible Notes [Member]
Short-Term Debt [Line Items]
Beginning balance
Issuance costs	(1,583,154)
Debt discount	(5,404,452)
Debt accretion	2,694,256
Ending balance	2,694,256
Convertible notes	$ 6,987,606

Schedule of Convertible Notes N

Schedule of Convertible Notes Net of Debt Discount (Details) - USD ($)	Dec. 31, 2023	Nov. 30, 2023	Dec. 31, 2022	Dec. 31, 2021
Convertible Notes Payable [Member]
Short-Term Debt [Line Items]
Convertible notes - total principal	$ 17,516,865		$ 14,432,996
Unamortized issuance costs and discount	(1,188,389)		(11,681,363)
Convertible Notes, Net of Debt Discount	16,328,476		2,751,633	$ 26,065
Current portion	16,328,476
Non-current portion			2,751,633
OID Convertible Notes [Member]
Short-Term Debt [Line Items]
Convertible notes - total principal	6,987,606	$ 6,987,606
Unamortized issuance costs and discount	(4,293,350)
Convertible Notes, Net of Debt Discount	2,694,256
Current portion	2,694,256
Non-current portion

Convertible Promissory Notes _3

Convertible Promissory Notes and Warrants (Details Narrative)									3 Months Ended	6 Months Ended	9 Months Ended	12 Months Ended
	Dec. 11, 2023 USD ($)	Nov. 20, 2023 USD ($) $ / shares shares	Aug. 30, 2023 USD ($) $ / shares shares	Jul. 10, 2023 USD ($) $ / shares shares	May 30, 2023 USD ($) $ / shares shares	May 12, 2023 USD ($) $ / shares shares	Apr. 13, 2023 USD ($) $ / shares shares	Feb. 02, 2023 USD ($) shares	Jun. 30, 2023 USD ($)	Jun. 30, 2023 USD ($)	Sep. 30, 2023 USD ($)	Dec. 31, 2023 USD ($) $ / shares shares	Dec. 31, 2022 USD ($) shares	Dec. 31, 2021 USD ($) shares	Feb. 01, 2023 USD ($)
Short-Term Debt [Line Items]
Shares issued in aggregate \| shares													4,180,071	4,260,594
Proceeds from Issuance of Common Stock													$ 6,500,743	$ 6,692,765
convertible debt												$ 9,306,508
Fair value of warrants												12,666,268
Loss on extinguishment of debt												21,777,877
Gain on debt extinguishment									$ (21,777,877)	$ (21,777,877)	$ (21,857,877)	(20,406,947)	338,181
Interest and accretion expenses												3,265,387	2,763,749
Accrued interest \| $ / shares						$ 0.10
Stock Issued During Period, Value, New Issues									$ 340,996	$ 494,596	$ 704,597	704,597
Derivative liabilities													4,823,725
Loss on issuance of debt												(6,888,475)
Interest and acceration expenses												2,694,256
Hexin Cancellation Agreement [Member]
Short-Term Debt [Line Items]
Conversion units \| shares					9,578,040
Principal amount					$ 957,804
Shares issued \| shares					9,578,040
Accrued interest \| $ / shares					$ 0.10
Debt					$ 814,133
Walleye Cancellation Agreement [Member]
Short-Term Debt [Line Items]
Conversion units \| shares					14,705,890
Subscription paid					$ 1,250,000
Principal amount					$ 1,470,589
Shares issued \| shares					14,705,890
Accrued interest \| $ / shares					$ 0.10
Maresca Cancellation Agreement [Member]
Short-Term Debt [Line Items]
Principal amount					$ 176,471
Conversion units \| shares		1,768,470	2,352,950		1,764,710
Subscription paid		$ 150,319	$ 200,000		$ 150,000
Principal amount		$ 176,847	$ 235,295
Shares issued \| shares		1,768,470	2,352,950		1,764,710
Accrued interest \| $ / shares		$ 0.10	$ 0.10		$ 0.10
Cancellation of debt		$ 150,319	$ 200,000		$ 150,000
Walleye Opportunities Master Fund Ltd. [Member]
Short-Term Debt [Line Items]
Principal amount								$ 1,250,000							$ 1,000,000
Conversion units \| shares						11,764,710		14,705,890
Maturity date								May 07, 2023
Subscription paid						$ 1,000,000
Principal amount						$ 1,176,471
Shares issued \| shares						11,764,710
Debt								$ 1,250,000
Hexin Global Ltd [Member]
Short-Term Debt [Line Items]
Conversion units \| shares				11,764,710
Subscription paid				$ 1,000,000
Principal amount				$ 1,176,471
Shares issued \| shares				11,764,710
Accrued interest \| $ / shares				$ 0.10
Class E Warrant [Member]
Short-Term Debt [Line Items]
Conertible warrants \| $ / shares						$ 0.10
Purchase of warrants \| shares					11,972,550	14,705,880
Shares issued price per share \| $ / shares					$ 0.10
Class E Warrant [Member] \| Walleye Cancellation Agreement [Member]
Short-Term Debt [Line Items]
Purchase of warrants \| shares					18,382,362
Shares issued price per share \| $ / shares					$ 0.10
Class E Warrant [Member] \| Maresca Cancellation Agreement [Member]
Short-Term Debt [Line Items]
Purchase of warrants \| shares		2,210,587	2,941,187		2,205,887
Shares issued price per share \| $ / shares		$ 0.10	$ 0.10		$ 0.10
Class E Warrant [Member] \| Hexin Global Ltd [Member]
Short-Term Debt [Line Items]
Purchase of warrants \| shares				14,705,887
Shares issued price per share \| $ / shares				$ 0.10
Class F Warrant [Member]
Short-Term Debt [Line Items]
Conertible warrants \| $ / shares						$ 0.20
Purchase of warrants \| shares					11,972,550	14,705,880
Shares issued price per share \| $ / shares					$ 0.20
Class F Warrant [Member] \| Walleye Cancellation Agreement [Member]
Short-Term Debt [Line Items]
Purchase of warrants \| shares					18,382,362
Shares issued price per share \| $ / shares					$ 0.20
Class F Warrant [Member] \| Maresca Cancellation Agreement [Member]
Short-Term Debt [Line Items]
Purchase of warrants \| shares		2,210,587	2,941,187		2,205,887
Shares issued price per share \| $ / shares		$ 0.20	$ 0.20		$ 0.20
Class F Warrant [Member] \| Hexin Global Ltd [Member]
Short-Term Debt [Line Items]
Purchase of warrants \| shares				14,705,880
Shares issued price per share \| $ / shares				$ 0.20
Private Placement [Member]
Short-Term Debt [Line Items]
Conertible warrants \| $ / shares						$ 0.10
Warrants outstanding						$ 10,000,000
Purchase of warrants \| shares						100,000,000
Percentage of original issue discount						15%
Convertible Notes [Member]
Short-Term Debt [Line Items]
Principal amount												1,000,000
Gain on debt extinguishment												1,485,197
Default on indebtedness												$ 100,000
Maturity date												May 07, 2023
Debt obligated to pay rate												135%
Mandatory default description												The aggregate Mandatory Default Amount that may be due under the Convertible Notes was $26,194,570 on the date of the default, or $6,791,185 more than would otherwise have been due under the Convertible Notes on the date of the default.
Debt instrument accrued value an event of default												$ 6,791,185
Loss on issuance of debt												6,888,475
Univest [Member]
Short-Term Debt [Line Items]
Principal amount												$ 137,984
Conversion units \| shares												1,683,131
Shares issued \| shares												4,048,782
Mr Bradley Richamond [Membe]
Short-Term Debt [Line Items]
Principal amount												$ 206,975
Conversion units \| shares												2,524,697
Shares issued \| shares												6,073,182
Stock Issued During Period, Value, New Issues												$ 389,429
Thirteen Investors [Member]
Short-Term Debt [Line Items]
Shares issued \| shares		6,470,620	9,705,960
Accrued interest \| $ / shares		$ 0.10	$ 0.10
Twelve Investors [Member]
Short-Term Debt [Line Items]
Conversion units \| shares		6,470,620	9,705,960
Subscription paid		$ 550,000	$ 825,000
Principal amount		$ 647,062	$ 970,596
Twelve Investors [Member] \| Class E Warrant [Member]
Short-Term Debt [Line Items]
Purchase of warrants \| shares		8,088,275	12,132,448
Shares issued price per share \| $ / shares		$ 0.10	$ 0.10
Twelve Investors [Member] \| Class F Warrant [Member]
Short-Term Debt [Line Items]
Purchase of warrants \| shares		8,088,275	12,132,448
Shares issued price per share \| $ / shares		$ 0.20	$ 0.20
New Class C Warrants [Member]
Short-Term Debt [Line Items]
Percentage of debt instrument of conversion price												0.75
Debt instrument conversion price \| $ / shares												$ 2.25
Warrants exercise price per share \| $ / shares												$ 2.25
Warrants exercisable term												5 years
Percentage of warrant coverage												200%
Class C Warrant [Member]
Short-Term Debt [Line Items]
Conertible warrants \| $ / shares							$ 0.10
Warrants outstanding \| shares							16,538,486
Class C Warrant [Member] \| Univest [Member]
Short-Term Debt [Line Items]
Shares issued \| shares												3,548,148
Stock Issued During Period, Value, New Issues												$ 259,619
Class C Warrant [Member] \| Mr Bradley Richamond [Membe]
Short-Term Debt [Line Items]
Shares issued \| shares												5,322,223
Warrant [Member]
Short-Term Debt [Line Items]
Derivative liabilities	$ 795,934
Fair value of warrants	$ 11,496,701
Warrant [Member] \| Convertible Notes [Member]
Short-Term Debt [Line Items]
Derivative liabilities												$ 12,292,635
Maximum [Member] \| Thirteen Investors [Member]
Short-Term Debt [Line Items]
Shares issued \| shares		10,000,000	10,000,000
Stock Issued During Period, Value, New Issues		$ 100,000,000	$ 100,000,000
Convertible Notes Payable [Member]
Short-Term Debt [Line Items]
Frequency of periodic payment												The Convertible Notes mature in 24 months from the initial closing date and accrue 10% of simple interest per annum on the outstanding principal amount.
Debt instrument conversion description												The Convertible Notes principal and accrued interest can be converted at any time at the option of the holder at a conversion price of $1.75 per share.
Percentage of debt instrument of conversion price												0.75
Debt instrument conversion price \| $ / shares												$ 1.75
Convertible Notes Payable [Member] \| Class C Warrant [Member]
Short-Term Debt [Line Items]
Conertible warrants \| $ / shares												$ 2.25
Convertible Notes Payable [Member] \| Minimum [Member]
Short-Term Debt [Line Items]
Equity financing gross amount												$ 10,000,000
Convertible Notes Payable [Member] \| Maximum [Member]
Short-Term Debt [Line Items]
Equity financing gross amount												$ 10,000,000
Convertible Debt [Member]
Short-Term Debt [Line Items]
convertible debt							$ 14,432,996
Warrants outstanding \| shares							8,269,237
Shares replacement units \| shares							190,584,260
2023 Convertible Notes Payable [Member]
Short-Term Debt [Line Items]
Debt instrument conversion description												The OID Convertible Notes will mature in 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 will be 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”).
Note Warrant [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.

Schedule of Share Based Stock O

Schedule of Share Based Stock Option Valuation Assumptions (Details) - $ / shares	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Equity [Abstract]
Risk-free interest rate		2.98%
Volatility		117.58%
Exercise price		$ 2.20
Dividend yield		0%
Forfeiture rate		0%
Expected life (years)		9 years 11 months 12 days

Schedule of Stock Option Activi

Schedule of Stock Option Activity (Details) - USD ($)	12 Months Ended
Schedule of Stock Option Activity (Details) - USD ($)	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Equity [Abstract]
Number of Options, Outstanding Ending Balance	3,925,943	3,650,943
Weighted Average Exercise Price, Outstanding Ending Balance	$ 1.33	$ 1.24
Weighted average contractual life term, outstanding	5 years 21 days	6 years 21 days	8 years 4 months 2 days
Number of Options, Granted		400,000
Weighted Average Exercise Price, Granted		$ 2.20
Number of Options, Expired		(62,502)
Weighted Average Exercise Price, Expired		$ 1.25
Number of Options, Forfeited		(62,498)
Weighted Average Exercise Price, Forfeited		$ 1.25
Number of Options, Outstanding Ending Balance	3,925,943	3,925,943	3,650,943
Weighted Average Exercise Price, Outstanding Ending Balance	$ 1.33	$ 1.33	$ 1.24
Total Intrinsic Value, Ending Balance
Number of options, Exercisable	3,685,943
Weighted Average Exercise Price, Exercisable	$ 1.29
Weighted average contractual life term, exercisable	4 years 10 months 6 days
Total Intrinsic Value, exercisable

Schedule of Options Outstanding

Schedule of Options Outstanding and Exercisable (Details)	12 Months Ended
Schedule of Options Outstanding and Exercisable (Details)	Dec. 31, 2023 USD ($) $ / shares shares
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 \| $ / shares	$ 1.01
Number of Options Outstanding	1,985,943
Number of Options Exercisable	1,985,943
Weighted Average Remaining Contractual Years	2 years 5 months 26 days
Intrinsic Value \| $
Exercise Price Range 1.25 [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Exercise Price \| $ / shares	$ 1.25
Number of Options Outstanding	540,000
Number of Options Exercisable	540,000
Weighted Average Remaining Contractual Years	7 years 1 month 28 days
Intrinsic Value \| $
Exercise Price Range 1.37 [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Exercise Price \| $ / shares	$ 1.37
Number of Options Outstanding	200,000
Number of Options Exercisable	200,000
Weighted Average Remaining Contractual Years	6 years 7 months 17 days
Intrinsic Value \| $
Exercise Price Range 1.75 [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Exercise Price \| $ / shares	$ 1.75
Number of Options Outstanding	800,000
Number of Options Exercisable	680,000
Weighted Average Remaining Contractual Years	7 years 10 months 28 days
Intrinsic Value \| $
Exercise Price Range 2.20 [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Exercise Price \| $ / shares	$ 2.20
Number of Options Outstanding	400,000
Number of Options Exercisable	280,000
Weighted Average Remaining Contractual Years	8 years 5 months 8 days
Intrinsic Value \| $
Exercise Price Range 1.33 [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Exercise Price \| $ / shares	$ 1.33
Number of Options Outstanding	3,925,943
Number of Options Exercisable	3,685,943
Weighted Average Remaining Contractual Years	5 years 21 days
Intrinsic Value \| $

Schedule of Warrants Outstandin

Schedule of Warrants Outstanding (Details) - USD ($)	12 Months Ended
Schedule of Warrants Outstanding (Details) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Accumulated Other Comprehensive Income (Loss) [Line Items]
Weighted average exercise price, Warrants modified pursuant to debt extinguishment	$ 0.10
Warrant [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Warrants outstanding, Ending balance	20,048,497	12,144,838
Warrants outstanding, Ending balance	$ 2.64	$ 2.90
Warrants outstanding, issued	79,949,352	878,398
Weighted average exercise price, issued	0.11	1.16
Warrants outstanding, Exercised	(2,652,159)	(300,000)
Weighted average exercise price, exercised	0.10	0.01
Warrants outstanding, Expired		(113,637)
Weighted average exercise price, expired		$ 3
Warrants outstanding, Warrants modified pursuant to debt extinguishment	$ 355,577,447
Warrants outstanding, Ending balance	636,483,634	20,048,497
Warrants outstanding, Ending balance	$ 0.12	$ 2.64
Warrant [Member] \| Debt Extinguishment [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Warrants outstanding, Cancelled as part of debt extinguishment		(342,856)
Weighted average exercise price, Cancelled as part of debt extinguishment		$ 2.25
Warrant [Member] \| Financial Industry Regulatory Authority Inc [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Warrants outstanding, Cancelled as part of debt extinguishment		(578,398)
Weighted average exercise price, Cancelled as part of debt extinguishment		$ 1.75
Warrant [Member] \| Unit Purchase Agreement [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Warrants outstanding, issued	183,560,497	8,360,152
Weighted average exercise price, issued	0.15	2.25

Stockholders_ Equity (Details N

Stockholders’ Equity (Details Narrative) - USD ($)

3 Months Ended

6 Months Ended

7 Months Ended

9 Months Ended

12 Months Ended

Dec. 11, 2023

Apr. 13, 2023

Oct. 29, 2022

Jun. 26, 2022

Mar. 15, 2022

Mar. 01, 2022

Feb. 14, 2022

Jan. 26, 2022

Jun. 30, 2023

Nov. 30, 2023

Sep. 30, 2023

Dec. 31, 2023

Dec. 31, 2022

Dec. 31, 2021

May 22, 2023

Dec. 27, 2022

Dec. 26, 2022

Nov. 18, 2022

Oct. 28, 2022

May 18, 2021

Jul. 30, 2020

Accumulated Other Comprehensive Income (Loss) [Line Items]

Preferred stock, shares authorized

25,000,000

Preferred stock, par value

$ 0.001

Preferred stock, shares issued

Preferred stock, shares outstanding

Common stock, shares authorized

2,000,000,000

Common stock, par value

$ 0.001

Common stock, shares issued

131,793,088

40,528,191

Common stock, shares outstanding

131,793,088

40,528,191

Trade payable

$ 2,216,386

$ 1,224,542

Common stock, shares issued value

$ 131,792

$ 40,528

Exercise of warrants

300,000

Repurchased and cancelled common stock

300,000

Share-based payment award, options, grants in period, gross

400,000

Compensation cost

$ 0

$ 295,750

Gross proceeds from sale of equity

5,000,000

Proceeds from warrant

265,216

3,000

issuance of common stock

6,500,743

$ 6,692,765

Shares issue, value

$ 340,996

$ 494,596

$ 704,597

704,597

Derivative liabilities

4,823,725

Salary expense

1,317,581

2,421,969

Professional fees

2,300,384

2,082,079

Non-cash share-based compensation

$ 526,597

$ 1,905,948

Univest Securities [Member]

Accumulated Other Comprehensive Income (Loss) [Line Items]

Exercise price

$ 1.75

Warrant term

5 years

Fair value of warrants

$ 1,281,854

Warrants and rights outstanding

$ 231,359

Salary expense

769,113

Professional fees

$ 512,741

Class C Warrant [Member]

Accumulated Other Comprehensive Income (Loss) [Line Items]

Exercise price

$ 0.10

Class E Warrant [Member]

Accumulated Other Comprehensive Income (Loss) [Line Items]

Shares issued

51,289,782

Shares issue, value

$ 7,423,183

Exercise price

$ 0.10

Class F Warrant [Member]

Accumulated Other Comprehensive Income (Loss) [Line Items]

Shares issued

7,287,606

Shares issue, value

$ 666,796

Exercise price

$ 0.20

Common Stock [Member]

Accumulated Other Comprehensive Income (Loss) [Line Items]

Exercise of warrants

2,652,159

300,000

Repurchased and cancelled common stock

(300,000)

Shares issued

3,486,410

Shares issue, value

$ 3,486

Warrant [Member]

Accumulated Other Comprehensive Income (Loss) [Line Items]

Derivative liabilities

$ 795,934

Non option granted

79,949,352

878,398

Fair value of warrants

$ 11,496,701

Exercised

2,652,159

300,000

Convertible Notes Payable [Member]

Accumulated Other Comprehensive Income (Loss) [Line Items]

Principal amount

$ 17,516,865

$ 14,432,996

OID Convertible Notes [Member]

Accumulated Other Comprehensive Income (Loss) [Line Items]

Principal amount

$ 6,987,606

6,987,606

Conversion into shares

69,876,060

OID Convertible Notes [Member] | Class E Warrant [Member]

Accumulated Other Comprehensive Income (Loss) [Line Items]

Warrants exercisable for common stock

87,345,056

Exercise price

$ 0.10

OID Convertible Notes [Member] | Class F Warrant [Member]

Accumulated Other Comprehensive Income (Loss) [Line Items]

Warrants exercisable for common stock

87,345,056

Exercise price

$ 0.20

Hexin Promissory Note [Member]

Accumulated Other Comprehensive Income (Loss) [Line Items]

Derivative liabilities

$ 1,333,127

Hexin Promissory Note [Member] | Class E Warrant [Member]

Accumulated Other Comprehensive Income (Loss) [Line Items]

Warrants exercisable for common stock

7,500,000

Exercise price

$ 0.10

Hexin Promissory Note [Member] | Class F Warrant [Member]

Accumulated Other Comprehensive Income (Loss) [Line Items]

Warrants exercisable for common stock

3,750,000

Exercise price

$ 0.20

Stock Incentive Plan [Member]

Accumulated Other Comprehensive Income (Loss) [Line Items]

Share authorized

5,300,000

Number of shares available for issuance

2,924,057

7,200,000

1,900,000

Trade Payable [Member]

Accumulated Other Comprehensive Income (Loss) [Line Items]

Common stock, shares issued

1,000,000

Trade payable

$ 100,000

Debt [Member]

Accumulated Other Comprehensive Income (Loss) [Line Items]

Common stock, shares issued

85,126,328

Common stock, shares issued

1,346,410

Common stock, shares issued value

$ 180,000

Settlement of debt

$ 80,000

Mr. Frank Maresca [Member]

Accumulated Other Comprehensive Income (Loss) [Line Items]

Common stock, shares issued

600,000

Mr. Richamond [Member]

Accumulated Other Comprehensive Income (Loss) [Line Items]

Common stock, shares issued

300,000

Directors, Senior Officers and Consultants [Member]

Accumulated Other Comprehensive Income (Loss) [Line Items]

Number of restricted share awards granted

350,000

Univest [Member]

Accumulated Other Comprehensive Income (Loss) [Line Items]

Shares issued

4,048,782

Principal amount

$ 137,984

Univest [Member] | Class C Warrant [Member]

Accumulated Other Comprehensive Income (Loss) [Line Items]

Shares issued

3,548,148

Shares issue, value

$ 259,619

Mr Bradley Richamond [Membe]

Accumulated Other Comprehensive Income (Loss) [Line Items]

Shares issued

6,073,182

Shares issue, value

$ 389,429

Principal amount

$ 206,975

Mr Bradley Richamond [Membe] | Class C Warrant [Member]

Accumulated Other Comprehensive Income (Loss) [Line Items]

Shares issued

5,322,223

Mr. Richmond [Member]

Accumulated Other Comprehensive Income (Loss) [Line Items]

Exercise price

$ 0.01

Warrant term

5 years

Non option granted

300,000

Fair value of warrants

$ 568,677

Exercised

300,000

Warrants and rights outstanding

$ 347,039

Mr. Richmond [Member] | Common Stock [Member]

Accumulated Other Comprehensive Income (Loss) [Line Items]

Non option granted

300,000

Mr. Richmond [Member] | Warrant [Member]

Accumulated Other Comprehensive Income (Loss) [Line Items]

Non option granted

578,398

Somahlution Acquisition [Member]

Accumulated Other Comprehensive Income (Loss) [Line Items]

Common stock, shares issued

2,652,159

Confidential Settlement Agreement [Member]

Accumulated Other Comprehensive Income (Loss) [Line Items]

Common stock, shares issued

240,000

Somahlution Warrant Offer Letter Agreement [Member]

Accumulated Other Comprehensive Income (Loss) [Line Items]

Common stock, shares outstanding

2,652,159

Warrant exercise price

$ 5

Warrant exercise price, reduced

$ 0.10

issuance of common stock

$ 265,216

Somahlution Warrant Offer Letter Agreement [Member] | Class C Warrant [Member]

Accumulated Other Comprehensive Income (Loss) [Line Items]

Common stock, shares outstanding

16,658,486

Issuance of common stock

372,115,965

Somahlution Warrant Offer Letter Agreement [Member] | Convertible Notes Payable [Member]

Accumulated Other Comprehensive Income (Loss) [Line Items]

Warrant exercise price

$ 1.75

Warrant exercise price, reduced

0.10

Somahlution Warrant Offer Letter Agreement [Member] | Convertible Notes Payable [Member] | Class C Warrant [Member]

Accumulated Other Comprehensive Income (Loss) [Line Items]

Warrant exercise price

2.25

Warrant exercise price, reduced

$ 0.10

Somahlution Warrant Offer Letter Agreement [Member] | Maximum [Member]

Accumulated Other Comprehensive Income (Loss) [Line Items]

Proceeds from warrant

$ 299,996

Unit Purchase Agreement [Member] | Class C Warrants [Member]

Accumulated Other Comprehensive Income (Loss) [Line Items]

Exercise price

$ 2.25

Warrants to purchase common shares

8,360,159

Warrant term

5 years

Warrants were cancelled

342,857

Unit Purchase Agreement [Member] | Warrant [Member]

Accumulated Other Comprehensive Income (Loss) [Line Items]

Non option granted

183,560,497

8,360,152

October 2022 Letter Agreement [Member] | Richmond [Member]

Accumulated Other Comprehensive Income (Loss) [Line Items]

Warrants issued

578,398

Related Party Transactions (Det

Related Party Transactions (Details Narrative) - USD ($)	12 Months Ended
Related Party Transactions (Details Narrative) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Related Party Transaction [Line Items]
Debt incurred	$ 280,347	$ 172,800
Related Party [Member]
Related Party Transaction [Line Items]
Related party transactions owned	230,153
Professional fees related paty	288,000	172,800
Director and Executive Officers [Member]
Related Party Transaction [Line Items]
Debt incurred	1,293,500	1,064,000
Debt settled	1,071,000	1,060,000
Somahlution [Member]
Related Party Transaction [Line Items]
Accrued royalties	65,634
Decrease in prepaid royalties	151,000
Prepaid royalties	$ 122,457	$ 339,091

Commitments and Contingencies (

Commitments and Contingencies (Details Narrative) - USD ($)					12 Months Ended
Commitments and Contingencies (Details Narrative) - USD ($)	Jan. 04, 2023	Dec. 12, 2022	Nov. 18, 2022	Aug. 19, 2021	Dec. 31, 2023
Duragraft [Member]
Prepaid royalties					$ 65,634
Sale of asset percentage					15%
Duragraft [Member] \| Maximum [Member]
Net proceeds from sale of asset					$ 20,000,000
UNITED STATES \| First 50,000,000 [Member]
Royalties percentage					5%
UNITED STATES \| 50,000,001 up to 200,000,000 [Member]
Royalties percentage					4%
UNITED STATES \| Over 200,000,000 [Member]
Royalties percentage					2%
Non-US [Member] \| First 50,000,000 [Member]
Royalties percentage					6%
Non-US [Member] \| 50,000,001 up to 200,000,000 [Member]
Royalties percentage					4%
Non-US [Member] \| Over 200,000,000 [Member]
Royalties percentage					2%
Campbell [Member]
Damages sought, value				$ 30,000
Harmon [Member]
Damages sought, value				$ 50,000
Confidential Settlement Agreement [Member] \| Nicholas De Vito [Member]
Number of shares issued	16,000	60,000	16,000

Schedule of Income Tax Expenses

Schedule of Income Tax Expenses (Details) - USD ($)	12 Months Ended
Schedule of Income Tax Expenses (Details) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Income Tax Disclosure [Abstract]
Tax expense (benefit) at the statutory rate	$ (13,722,852)	$ (8,014,646)
Foreign rate differential	(162,869)
State Taxes	(125,758)	(1,658,268)
Non-deductible items	11,711,809	702,460
Deferred true-ups	(2,568,076)	40,912
Other	(15,548)	(121,202)
Change in valuation allowance	4,883,294	9,050,744
Total

Schedule of Effective Income Ta

Schedule of Effective Income Tax Rate (Details)	12 Months Ended
Schedule of Effective Income Tax Rate (Details)	Dec. 31, 2023	Dec. 31, 2022
Income Tax Disclosure [Abstract]
U.S. statutory federal rate	21%	21%
Foreign rate differential	0.20%	0%
State Taxes	0.20%	4.30%
Non-deductible / non-taxable items	(17.90%)	(1.80%)
Deferred true-up	3.90%	(0.10%)
Other	0%	0.30%
Valuation allowance	(7.50%)	(23.70%)
Total provision	0%	0%

Schedule of Deferred Tax Assets

Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Deferred tax assets:
Net operating loss carry forward	$ 11,735,683	$ 9,551,121
Lease liability	255,178	376,380
Intangible assets	6,212,227	3,618,128
Capitalized research and development costs	1,082,349	974,819
Deferred tax assets	19,285,437	14,520,448
Deferred tax liabilities:
ROU assets	(255,178)
Fixed assets	(2,897)	(376,380)
Deferred tax liabilities	(285,075)	(376,380)
Total gross deferred tax assets	19,027,362	14,144,068
Less: Deferred tax asset valuation allowance	(19,027,362)	(14,144,068)
Total net deferred taxes

Income Taxes (Details Narrative

Income Taxes (Details Narrative) - USD ($)	12 Months Ended
Income Taxes (Details Narrative) - USD ($)	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Effective Income Tax Rate Reconciliation [Line Items]
Net operating loss carry forwards	$ 46,255,000	$ 40,733,000
Federal income tax rate	21%	21%
Remaining deferred tax assets valuation allowance	$ 19,027,363	$ 14,144,068
Domestic Tax Jurisdiction [Member]
Effective Income Tax Rate Reconciliation [Line Items]
Research and experimentation amortized period			5 years
Foreign Tax Jurisdiction [Member]
Effective Income Tax Rate Reconciliation [Line Items]
Research and experimentation amortized period			15 years
FLORIDA
Effective Income Tax Rate Reconciliation [Line Items]
Net operating loss carry forwards	$ 21,010,000	$ 18,117,000

Schedule of Restatement Consoli

Schedule of Restatement Consolidated Balance Sheet (Details) - USD ($)	Dec. 31, 2023	Sep. 30, 2023	Jun. 30, 2023	Dec. 31, 2022
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Current portion of Convertible Notes - Units Private Placement	$ 16,328,476	$ 26,576,133	$ 25,671,853
Total current liabilities	22,642,723	56,121,050	34,177,076	2,921,767
Total liabilities	28,715,852	66,321,418	43,067,154	21,265,653
Additional paid-in capital	148,696,200	121,726,501	118,496,988	103,370,890
Accumulated deficit	(155,528,769)	(151,174,744)	(124,628,056)	$ (85,989,433)
Previously Reported [Member]
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Current portion of Convertible Notes - Units Private Placement	14,288,335	19,124,357	12,316,495
Total current liabilities	20,602,582	48,669,274	20,821,718
Total liabilities	26,675,711	58,869,642	29,711,796
Additional paid-in capital	146,543,921	119,574,221	116,344,709
Accumulated deficit	(151,336,349)	(141,570,688)	(109,120,419)
Revision of Prior Period, Adjustment [Member]
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Current portion of Convertible Notes - Units Private Placement	2,040,141	7,451,776	13,355,358
Total current liabilities	2,040,141	7,451,776	13,355,358
Total liabilities	2,040,141	7,451,776	13,355,358
Additional paid-in capital	2,152,279	2,152,280	2,152,279
Accumulated deficit	$ (4,192,420)	$ (9,604,056)	$ (15,507,637)

Schedule of Restatement Conso_2

Schedule of Restatement Consolidated Statement of Operations and Comprehensive Loss (Details) - USD ($)	3 Months Ended		6 Months Ended	9 Months Ended	12 Months Ended
	Sep. 30, 2023	Jun. 30, 2023	Jun. 30, 2023	Sep. 30, 2023	Dec. 31, 2023	Dec. 31, 2022
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Interest and accretion expenses	$ (1,502,087)	$ (7,838,611)	$ (9,536,312)	$ (11,038,400)	$ (13,254,332)	$ (2,789,255)
Loss on debt extinguishment		(21,777,877)	(21,777,877)	(21,857,877)	(20,406,947)	338,181
Total other income (expense)	(21,689,478)	(31,280,057)	(31,701,758)	$ (53,391,236)	(35,452,820)	(842,074)
Net loss	$ (26,546,688)	$ (36,084,039)	$ (38,638,623)		$ (69,539,336)	$ (38,165,870)
Loss per share - basic	$ (0.58)	$ (0.84)	$ (0.92)	$ (1.51)	$ (1.53)	$ (0.94)
Loss per share - diluted	$ (0.58)	$ (0.84)	$ (0.92)	$ (1.51)	$ (1.53)	$ (0.94)
Net loss				$ (65,185,311)
Net loss	$ 26,546,688	$ 36,084,039	$ 38,638,623		$ 69,539,336	$ 38,165,870
Previously Reported [Member]
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Interest and accretion expenses	(7,405,668)	(13,424,169)	(15,121,870)	(22,527,538)	(30,224,223)
Loss on debt extinguishment		(684,682)	(684,682)	(764,683)	755,364
Total other income (expense)	(27,593,059)	(15,772,420)	(16,194,121)	$ (43,787,180)	(31,260,400)
Net loss	$ (32,450,269)	$ (20,576,402)	$ (23,130,986)		$ (65,346,916)
Loss per share - basic	$ (0.71)	$ (0.48)	$ (0.55)	$ (1.28)	$ (1.44)
Loss per share - diluted	$ (0.71)	$ (0.48)	$ (0.55)	$ (1.28)	$ (1.44)
Net loss				$ (55,581,255)
Net loss	$ 32,450,269	$ 20,576,402	$ 23,130,986		$ 65,346,916
Revision of Prior Period, Adjustment [Member]
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Interest and accretion expenses	5,903,581	5,585,558	5,585,558	11,489,138	16,969,891
Loss on debt extinguishment		(21,093,195)	(21,093,195)	(21,093,194)	(21,162,311)
Total other income (expense)	5,903,581	(15,507,637)	(15,507,637)	$ (9,604,056)	(4,192,420)
Net loss	$ (5,903,581)	$ (15,507,637)	$ (15,507,637)		$ (4,192,420)
Loss per share - basic	$ 0.13	$ (0.36)	$ (0.37)	$ (0.23)	$ (0.09)
Loss per share - diluted	$ 0.13	$ (0.36)	$ (0.37)	$ (0.23)	$ (0.09)
Net loss				$ (9,604,056)
Net loss	$ 5,903,581	$ 15,507,637	$ 15,507,637		$ 4,192,420

Schedule of Restatement Conso_3

Schedule of Restatement Consolidated Statements of Stockholder' Equity (Details) - USD ($)	3 Months Ended		6 Months Ended	9 Months Ended	12 Months Ended
	Sep. 30, 2023	Jun. 30, 2023	Jun. 30, 2023	Sep. 30, 2023	Dec. 31, 2023	Dec. 31, 2022
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Issuance of shares		$ 340,996	$ 494,596	$ 704,597	$ 704,597
Increase of fair value of warrants in debt extinguishment		12,666,268	12,666,268	12,666,268	12,666,268
Issuance of warrants on debt extinguishment
Warrants cancelled in debt extinguishment
Net loss	$ (26,546,688)	(36,084,039)	(38,638,623)		(69,539,336)	$ (38,165,870)
Balance	(29,401,577)	(6,085,702)	(6,085,702)	(29,401,577)	(6,700,777)	$ 17,421,985
Net loss				(65,185,311)
Previously Reported [Member]
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Issuance of shares		223,485	377,085	587,087	587,086
Increase of fair value of warrants in debt extinguishment
Issuance of warrants on debt extinguishment		19,058,426	19,058,426	19,058,426	19,058,426
Warrants cancelled in debt extinguishment		(8,426,927)	(8,426,927)	(8,426,927)	(8,426,927)
Net loss	(32,450,269)	(20,576,402)	(23,130,986)		(65,346,916)
Balance	(21,949,801)	7,269,656	7,269,656	(21,949,801)	(4,660,636)
Net loss				(55,581,255)
Revision of Prior Period, Adjustment [Member]
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Issuance of shares		117,511	117,511	117,510	117,511
Increase of fair value of warrants in debt extinguishment		12,666,268	12,666,268	12,666,268	12,666,268
Issuance of warrants on debt extinguishment		(19,058,426)	(19,058,426)	(19,058,426)	(19,058,426)
Warrants cancelled in debt extinguishment		8,426,927	8,426,927	8,426,927	8,426,927
Net loss	(5,903,581)	(15,507,637)	(15,507,637)		(4,192,420)
Balance	$ (7,451,776)	$ (13,355,358)	$ (13,355,358)	(7,451,776)	$ (2,040,141)
Net loss				$ (9,604,056)

Schedule of Restatement Conso_4

Schedule of Restatement Consolidated Statement of Cash Flows (Details) - USD ($)	3 Months Ended		6 Months Ended	9 Months Ended	12 Months Ended
	Sep. 30, 2023	Jun. 30, 2023	Jun. 30, 2023	Sep. 30, 2023	Dec. 31, 2023	Dec. 31, 2022
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Net loss	$ (26,546,688)	$ (36,084,039)	$ (38,638,623)		$ (69,539,336)	$ (38,165,870)
Interest and accretion on convertible notes and notes payable			9,536,312	$ 11,038,400	13,254,332	2,789,255
Loss on debt extinguishment		21,777,877	21,777,877	21,857,877	20,406,947	$ (338,181)
Net loss				(65,185,311)
Previously Reported [Member]
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Net loss	(32,450,269)	(20,576,402)	(23,130,986)		(65,346,916)
Interest and accretion on convertible notes and notes payable			15,121,870	22,527,538	30,224,223
Loss on debt extinguishment		684,682	684,682	764,683	(755,364)
Net loss				(55,581,255)
Revision of Prior Period, Adjustment [Member]
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Net loss	$ (5,903,581)	(15,507,637)	(15,507,637)		(4,192,420)
Interest and accretion on convertible notes and notes payable			(5,585,558)	(11,489,138)	(16,969,891)
Loss on debt extinguishment		$ 21,093,195	$ 21,093,195	21,093,194	$ 21,162,311
Net loss				$ (9,604,056)

Subsequent Events (Details Narr

Subsequent Events (Details Narrative)	1 Months Ended
Subsequent Events (Details Narrative)	Apr. 30, 2024 USD ($)
Co Development Agreement [Member] \| Subsequent Event [Member]
Subsequent Event [Line Items]
Investment capital	$ 1,500,000