Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
Mar. 31, 2023 | May 11, 2023 | |
Document Information Line Items | ||
Entity Registrant Name | Cryomass Technologies, Inc. | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --12-31 | |
Entity Common Stock, Shares Outstanding | 205,329,137 | |
Amendment Flag | false | |
Entity Central Index Key | 0001533030 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Document Period End Date | Mar. 31, 2023 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q1 | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 000-56155 | |
Entity Incorporation, State or Country Code | NV | |
Entity Tax Identification Number | 82-5051728 | |
Entity Address, Address Line One | 1001 Bannock Street | |
Entity Address, Address Line Two | Suite 612 | |
Entity Address, City or Town | Denver | |
Entity Address, State or Province | CO | |
Entity Address, Postal Zip Code | 80204 | |
City Area Code | 303 | |
Local Phone Number | 416-7208 | |
Entity Interactive Data Current | Yes |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 663,978 | $ 2,016,057 |
Deferred Tax asset | 21,788 | 21,788 |
Prepaid expenses | 92,774 | 128,651 |
Total current assets | 778,540 | 2,166,496 |
Property and equipment, net | 737,302 | 525,855 |
Goodwill | 1,190,000 | 1,190,000 |
Intangible assets, net | 3,879,919 | 3,980,582 |
Total assets | 6,585,761 | 7,862,933 |
Current liabilities: | ||
Accounts payable and accrued expenses | 1,431,221 | 1,288,465 |
Total current liabilities | 1,431,221 | 1,288,465 |
Notes payable, related party | 2,000,000 | 2,000,000 |
Total liabilities | 3,431,221 | 3,288,465 |
Commitments and contingencies (Note 10) | ||
Shareholders’ equity: | ||
Preferred stock, $0.001 par value, 100,000 shares authorized, no shares issued and outstanding respectively | ||
Common stock, $0.001 par value, 500,000,000 shares authorized, 204,779,137 and 202,651,205 shares issued and outstanding at March 31, 2023 and December 31, 2022, respectively | 204,780 | 202,652 |
Additional paid-in capital | 43,559,814 | 43,163,579 |
Common stock to be issued | 219,765 | |
Accumulated deficit | (40,610,054) | (39,011,528) |
Total shareholders’ equity | 3,154,540 | 4,574,468 |
Total liabilities and shareholders’ equity | $ 6,585,761 | $ 7,862,933 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - $ / shares | Mar. 31, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 100,000 | 100,000 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Common stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares issued | 204,779,137 | 202,651,205 |
Common stock, shares outstanding | 204,779,137 | 202,651,205 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Income Statement [Abstract] | ||
Net sales | ||
Cost of goods sold | ||
Gross profit | ||
Operating expenses: | ||
Personnel costs | 768,266 | 335,230 |
General and administrative | 339,895 | 295,349 |
Legal and professional fees | 298,742 | 1,458,257 |
Depreciation and amortization expense | 124,529 | 21,832 |
Research and development | 123 | 17,122 |
Total operating expenses | 1,531,555 | 2,127,790 |
Loss from operations | (1,531,555) | (2,127,790) |
Other income (expenses): | ||
Interest expense - net | (53,661) | (36,023) |
Gain / (loss) on foreign exchange | (13,310) | 11,508 |
Total other expenses | (66,971) | (24,515) |
Net loss before taxes | (1,598,526) | (2,152,305) |
Income taxes | ||
Net loss | $ (1,598,526) | $ (2,152,305) |
Net loss per common share: | ||
Loss per common share - basic and diluted (in Dollars per share) | $ (0.01) | $ (0.01) |
Weighted average common shares outstanding—basic and diluted (in Shares) | 204,021,504 | 198,268,853 |
Consolidated Statements of Op_2
Consolidated Statements of Operations (Unaudited) (Parentheticals) - $ / shares | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Income Statement [Abstract] | ||
Loss per common share – diluted | $ (0.01) | $ (0.01) |
Weighted average common shares outstanding— diluted | 204,021,504 | 198,268,853 |
Consolidated Statements of Shar
Consolidated Statements of Shareholders’ Equity (Unaudited) - USD ($) | Common Stock | Additional Paid-In Capital | Common Stock to be Issued | Accumulated Deficit | Total |
Balance at Dec. 31, 2021 | $ 196,950 | $ 41,916,207 | $ (28,588,837) | $ 13,524,320 | |
Balance (in Shares) at Dec. 31, 2021 | 196,949,801 | ||||
Balance at Mar. 31, 2022 | $ 199,144 | 42,215,245 | 80,208 | (30,741,142) | 11,753,455 |
Balance (in Shares) at Mar. 31, 2022 | 199,143,664 | ||||
Share issuance in exchange for services | $ 458 | 159,959 | 80,208 | 240,625 | |
Share issuance in exchange for services (in Shares) | 458,334 | ||||
Stock-based compensation | $ 1,736 | 139,079 | 140,815 | ||
Stock-based compensation (in Shares) | 1,735,529 | ||||
Net loss | (2,152,305) | (2,152,305) | |||
Balance at Dec. 31, 2022 | $ 202,652 | 43,163,579 | 219,765 | (39,011,528) | 4,574,468 |
Balance (in Shares) at Dec. 31, 2022 | 202,651,205 | ||||
Balance at Mar. 31, 2023 | $ 204,780 | 43,559,814 | (40,610,054) | 3,154,540 | |
Balance (in Shares) at Mar. 31, 2023 | 204,779,137 | ||||
Common stock issued for prior period services | $ 62 | 21,813 | (21,875) | ||
Common stock issued for prior period services (in Shares) | 62,500 | ||||
Common stock issued for current period services | $ 188 | 65,438 | 65,626 | ||
Common stock issued for current period services (in Shares) | 187,500 | ||||
Common stock issued for vested RSUs for prior period services | $ 1,100 | 196,790 | (197,890) | ||
Common stock issued for vested RSUs for prior period services (in Shares) | 1,100,000 | ||||
Common stock issued for vested RSUs for current period services | $ 778 | 49,222 | 50,000 | ||
Common stock issued for vested RSUs for current period services (in Shares) | 777,932 | ||||
Stock-based compensation for vested RSUs for current period services | 62,972 | 62,972 | |||
Net loss | $ (1,598,526) | $ (1,598,526) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (1,598,526) | $ (2,152,305) |
Adjustments to reconcile net loss to net cash used in operating activities from continuing operations: | ||
Amortization of debt discount | 31,250 | |
Depreciation and amortization expense | 124,529 | 21,832 |
Fair value of common stock issued pursuant to service and advisory agreements | 160,417 | |
Stock-based compensation expense | 140,815 | |
Common stock issued for vested RSUs for current period services | 50,000 | |
Stock-based compensation for vested RSUs for current period services | 62,972 | |
Common stock issued for the current period services | 65,626 | |
Change in operating assets and liabilities: | ||
Prepaid expenses | 35,877 | 684,205 |
Accounts payable and accrued expenses | (78,821) | (517,514) |
Net cash used in operating activities | (1,338,343) | (1,631,300) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Issuance of loans receivable | (618,831) | |
Purchase of property and equipment | (8,641) | |
Purchase of intangible assets | (13,736) | |
Net cash used in investing activities | (13,736) | (627,472) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from common stock subscribed and to be issued | 80,208 | |
Net cash provided by financing activities | 80,208 | |
Net (decrease) in cash | (1,352,079) | (2,178,564) |
Cash at beginning of period | 2,016,057 | 5,772,839 |
Cash at end of period | 663,978 | 3,594,275 |
Supplemental disclosure of non-cash investing activities: | ||
Purchase of property and equipment on credit | $ (221,577) |
Nature of the Business
Nature of the Business | 3 Months Ended |
Mar. 31, 2023 | |
Nature of the Business [Abstract] | |
Nature of the Business | 1. Nature of the Business Cryomass Technologies Inc (“Cryomass Technologies” or the “Company”) designs, manufactures and is developing the strategy to commercialize patented cryo-mechanical systems for the harvesting and refinement of hemp, cannabis, and potentially other high value crops such as hops. The system exploits CryoMass’s U.S.-patented process for the controlled application of liquid nitrogen to stabilize and separate the structural elements of gross plant material. The device currently under development can be operated at a cultivation site or be installed at a processing facility and is being optimized for the collection of fully intact hemp and cannabis trichomes. The first functional “beta” machine has completed field testing. The Company recently signed a license and lease arrangement with a third party to deploy multiple CryoMass trichome separation units at the prospective partner’s facility in California and other locations, with the intention of starting commercial operations shortly. The Company’s principal office is located at 1001 Bannock St., Suite 612, Denver, CO 80204, and its telephone number is 303-416-7208. The Company’s website is www.cryomass.com. Information appearing on the website is not incorporated by reference into this prospectus. Cryomass Technologies Inc serves as the parent company to its wholly-owned subsidiaries which include Cryomass LLC, Cryomass California LLC, and 1304740 B.C. Unlimited Liability Company. On June 22, 2021, the Company entered into an Asset Purchase Agreement with Cryocann USA Corp, a California corporation (“Cryocann”), pursuant to which Company acquired substantially all the assets of Cryocann. The aggregate purchase price was $3,500,000 million in cash and 10,000,000 shares of Company common stock As part of the Cryocann Acquisition, we retained both Cryocann employees, who have expert knowledge of the industry, related participants, customers and the acquired patented technology. Under their employment agreements, each employee may receive compensation if specific performance targets are met in association with our future operating performance when the Cryocann technology enters the market. The technology and assets acquired from Cryocann are operated from the Company’s subsidiary, Cryomass LLC. The patented cryo-mechanical technology is for the separation of plant materials in the harvesting of hemp and cannabis, and potentially other high value crops such as hops. In September 2021, we were granted an additional patent for our process from the Chinese Intellectual Property Office. We currently are taking steps to gain further protection for our intellectual property through the European Union Intellectual Property Office and several other international jurisdictions. |
Going Concern Uncertainty, Fina
Going Concern Uncertainty, Financial Conditions and Management’s Plans | 3 Months Ended |
Mar. 31, 2023 | |
Going Concern Uncertainty, Financial Conditions and Management’s Plans [Abstract] | |
Going Concern Uncertainty, Financial Conditions and Management’s Plans | 2. Going Concern Uncertainty, Financial Conditions and Management’s Plans The Company believes that there is substantial doubt about the Company’s ability to continue as a going concern. The Company believes that its available cash balance as of the date of this filing will not be sufficient to fund its anticipated level of operations for at least the next twelve months. The Company believes that, at the present time, its ability to continue operations depends on cash expected to be available from lease payments and royalty payments in connection with future revenue generation, or possibly from debt or equity investments, to fund its anticipated level of operations for at least the next twelve months. As of March 31, 2023, the Company had a working deficit of $652,681 and cash balance of $663,978. The Company estimates that it needs approximately $4,000,000 to cover overhead costs and has capital expenditure requirements ranging from zero to $6,600,000 depending on how many trichome separation units are ordered over the next twelve months. The Company believes that the Company will continue to incur losses for the immediate future. The Company expects to finance future cash needs from the results of operations and, depending on the results of operations, the Company may need additional equity or debt financing until the Company can achieve profitability and positive cash flows from operating activities from, for example, our recently signed lease and license agreement. As of March 31, 2023, one trichome separation unit has been delivered and is expected to begin producing revenue in the second quarter of 2023. Since the operating expenses of the unit are required to be covered by the licensee and not the Company, the royalty payment would be free cash flow which could be used to cover operating expenses. However, there can be no assurance that the Company will receive sufficient operating cash flow from our licensing agreement or that we will be able to attract the necessary financing. The continuation of our Company as a going concern is dependent upon the continued financial support from our shareholders, the ability of our Company to obtain necessary equity or debt financing to continue operations, and ultimately the attainment of profitable operations. For the three months ended March 31, 2023, our Company used $1,338,343 of cash for operating activities, incurred a net loss of $1,598,526 and has an accumulated deficit of $40,610,054 since inception. Our financial statements for the three months ended March 31, 2023 have been prepared on a going concern basis and do not include any adjustments that might result from the outcome of this uncertainty. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2023 | |
Summary of Significant Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 3. Summary of Significant Accounting Policies Principles of Consolidation The accompanying consolidated financial statements have been prepared in accordance with Generally Accepted Accounting Principles. The consolidated financial statements include the accounts of the Cryomass Technologies Inc, Cryomass LLC, Cryomass California LLC, and 1304740 B.C. Unlimited Liability Company. All significant intercompany balances and transactions have been eliminated in consolidation. The Company operates as one segment from its corporate headquarters in Colorado. Use of Estimates The preparation of the Company’s consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of expenses during the reporting period. Significant estimates and assumptions reflected in these consolidated financial statements include, but are not limited to determining the fair value of the assets acquired and liabilities assumed in acquisition, determining the useful lives and potential impairment of long-lived assets and potential impairment of goodwill. The Company bases its estimates on historical experience, known trends and other market-specific or other relevant factors that it believes to be reasonable under the circumstances. On an ongoing basis, management evaluates its estimates when there are changes in circumstances, facts and experience. Changes in estimates are recorded in the period in which they become known. Actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all highly liquid instruments with maturities of three months or less at the time of issuance to be cash equivalents. Concentrations of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash. Periodically, the Company maintains deposits in accredited financial institutions in excess of federally insured limits. The Company deposits its cash in financial institutions that it believes have high credit quality and has not experienced any losses on such accounts. Aside from this, the Company does not believe it is exposed to any unusual credit risk. Purchase Accounting for Acquisitions We apply the acquisition method of accounting for a business combination. In general, this methodology requires us to record assets acquired and liabilities assumed at their respective fair values at the date of acquisition. Any amount of the purchase price paid that is in excess of the estimated fair value of the net assets acquired is recorded as goodwill. For certain acquisitions, we also record a liability for contingent consideration based on estimated future business performance. We monitor our assumptions surrounding these estimated future cash flows and, if there is a significant change, would record an adjustment to the contingent consideration liability and a corresponding adjustment to either income or expense. We determine fair value using widely accepted valuation techniques, primarily discounted cash flow and market multiple analyses. These types of analyses require us to make assumptions and estimates regarding industry and economic factors, the profitability of future business strategies, discount rates and cash flow. If actual results are not consistent with our assumptions and estimates, or our assumptions and estimates change due to new information, we may be exposed to an impairment charge in the future. Expenses Operating Expenses Operating expenses encompass personnel costs, research and development expenses, general and administrative expenses, professional and legal fees and depreciation and amortization related to the property and equipment and intangibles acquired through the acquisition of Cryocann. Personnel costs consist primarily of consulting expense and administrative salaries and wages. General and administrative expenses are comprised of travel expenses, accounting expenses, stock-based compensation, and board fees. Professional services are principally comprised of outside legal and professional fees. Other Expense, net Other expense, net consisted of interest expense, other income and (loss) gain on foreign exchange. Stock-Based Compensation The fair value of restricted stock units (“RSUs”) granted are measured on the grant date using the closing price of the Company’s common shares on the grant date. For stock options, the Company engages a valuation firm to calculate the grant date fair value of the options issued. The Company accounts for forfeitures as they occur, rather than estimating expected forfeitures over the course of a vesting period. All stock-based compensation costs are recorded in general and administrative expenses in the consolidated statements of operations. Property and Equipment, net Purchase of property and equipment are recorded at cost. Improvements and replacements of property and equipment are capitalized. Maintenance and repairs that do not improve or extend the lives of property and equipment are charged to expense as incurred. When assets are sold or retired, their cost and related accumulated depreciation are removed from the accounts and any gain or loss is reported in the consolidated statements of operations. Depreciation and amortization expense is recognized using the straight-line method over the estimated useful life of each asset, as follows: Estimated Computer equipment 3 – 5 years Furniture and fixtures 5 – 7 years Machinery and equipment 15 years Leasehold improvements Shorter of lease term or useful life Goodwill and Intangible Assets Goodwill represents the excess of the purchase price of an acquired entity over the fair value of identifiable tangible and intangible assets acquired and liabilities assumed in a business combination. Indefinite-lived intangible assets established in connection with business combinations consist of in process research and development and internal-use software. Intangible assets with indefinite lives are recorded at their estimated fair value at the date of acquisition. Once in process research and development is placed in service, it will be amortized over the estimated useful life. Internal-use software costs recognized as an intangible asset relates to capitalizable costs of computer software obtained for internal-use as defined by the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 350-40-30-1. All other internal-use software costs are expensed as incurred by the Company. Amortization will be recorded straight-line over the estimated useful life of the software once the software is ready for its intended use. As of March 31, 2023, our internal-use software was not ready for its intended use. The estimated useful life for internal-use software will be determined and periodically reassessed based on considerations for obsolescence, technology, competition, and other economic factors. Intangible assets with finite lives are recorded at their estimated fair value at the date of acquisition and are amortized over their estimated useful lives using the straight-line method. Amortization of assets ceases upon designation as held for sale. The estimated useful lives of intangible assets are detailed in the table below: Estimated Patent 120 Months In process research and development 104 Months Internal use software Pending Impairment of Goodwill and Intangible Assets Goodwill Goodwill is not amortized, but instead is tested annually at December 31 for impairment and upon the occurrence of certain events or substantive changes in circumstances. We account for the impairment of goodwill under the provisions of Financial Accounting Standards Board (FASB) Accounting Standard Update 2017-04 (“ASU 2017-04”), “ Intangibles – Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment Intangibles – Goodwill and Other – Goodwill The Company performs impairment testing for goodwill by performing the following steps: 1) evaluate the relevant events or circumstances to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount, 2) if yes to step 1, calculate the fair value of the reporting unit and compare it with its carrying amount, including goodwill, 3) recognize impairment, limited to the total amount of goodwill allocated to that reporting unit, equal to the excess of the carrying value of a reporting unit over its fair value. Management concluded that there were no events indicative of goodwill impairment during the three months ended March 31, 2023. Indefinite-Lived Intangible Assets and Intangible Assets Subject to Amortization Indefinite-lived intangible assets are not amortized, but instead are tested annually at December 31 for impairment and upon the occurrence of certain events or substantive changes in circumstances. We account for the impairment of indefinite-lived intangible assets under the provisions of Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 350-30-35, Intangibles – Goodwill and Other – General Intangibles Other Than Goodwill We account for the impairment of intangible assets subject to amortization under the provisions of Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 360-10-35, Property, Plant, and Equipment Management concluded that there were no events indicative of identifiable intangible asset impairment during the three months ended March 31, 2023. Leases We account for our leases under ASC 842. Under this guidance, arrangements meeting the definition of a lease are classified as operating or financing leases, and are recorded on the consolidated balance sheet as both a right of use asset and lease liability, calculated by discounting fixed lease payments over the lease term at the rate implicit in the lease or our incremental borrowing rate. Lease liabilities are increased by interest and reduced by payments each period, and the right of use asset is amortized over the lease term. For finance leases, interest on the lease liability and the amortization of the right of use asset results in front-loaded expense over the lease term. Variable lease expenses are recorded when incurred. In calculating the right of use and lease liability, we have elected to combine lease and non-lease components. We exclude short-term leases having an initial term of 12 months or less from the new guidance as an accounting policy election, and recognize rent expense on a straight-line basis over the lease term. Income Taxes The Company uses the liability method of accounting for income taxes as set forth in ASC 740, Income Taxes Fair Value Measurements Certain assets and liabilities of the Company are carried at fair value under GAAP. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. Financial assets and liabilities carried at fair value are to be classified and disclosed in one of the following three levels of the fair value hierarchy, of which the first two are considered observable and the last is considered unobservable: ● Level 1 — Quoted prices in active markets for identical assets or liabilities. ● Level 2 — Observable inputs (other than Level 1 quoted prices), such as quoted prices in active markets for similar assets or liabilities, quoted prices in markets that are not active for identical or similar assets or liabilities, or other inputs that are observable or can be corroborated by observable market data. ● Level 3 — Unobservable inputs that are supported by little or no market activity that are significant to determining the fair value of the assets or liabilities, including pricing models, discounted cash flow methodologies and similar techniques. The carrying values reported in the consolidated balance sheets for cash, prepaid expenses, accounts payable, and notes payable approximate fair values because of the immediate or short-term maturities of these financial instruments. There were no other assets or liabilities that require fair value to be recalculated on a recurring basis. Net Loss per Share The Company follows ASC 260, Earnings Per Share |
Property and Equipment, Net
Property and Equipment, Net | 3 Months Ended |
Mar. 31, 2023 | |
Property and Equipment, Net [Abstract] | |
Property and Equipment, Net | 4. Property and Equipment, Net Property and equipment, net, of $737,302 and $525,855 as of March 31, 2023 and December 31, 2022, respectively, consisted entirely of machinery and equipment. March 31, December 31, Machinery and equipment 752,833 531,255 Less: Accumulated depreciation (15,531 ) (5,400 ) $ 737,302 $ 525,855 Depreciation expense for the three months ended March 31, 2023 and 2022 was $10,130 and $0, respectively. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 3 Months Ended |
Mar. 31, 2023 | |
Goodwill and Intangible Assets [Abstract] | |
Goodwill and Intangible Assets | 5. Goodwill and Intangible Assets The carrying value of goodwill was $1,190,000 as of March 31, 2023 and December 31, 2022. The following tables summarize information relating to the Company’s identifiable intangible assets as of March 31, 2023 and December 31, 2022: March 31, 2023 Estimated Gross Accumulated Carrying Amortized Patent 120 months $ 873,263 $ (152,821 ) $ 720,442 Indefinite-lived In-process research and development 104 months 3,209,000 (162,242 ) 3,046,758 Internal use software Pending 112,719 - 112,719 Total identifiable intangible assets $ 4,194,982 $ (315,063 ) $ 3,879,919 December 31, 2022 Estimated Gross Accumulated Carrying Amortized Patent 120 months $ 873,263 $ (130,989 ) $ 742,274 Indefinite-lived In-process research and development 104 months 3,209,000 (69,675 ) 3,139,325 Internal use software Pending 98,983 - 98,983 Total identifiable intangible assets $ 4,181,246 $ (200,664 ) $ 3,980,582 Amortization expense was $114,399 and $21,832 for the three months ended March 31, 2023 and 2022, respectively. Years ending December 31, Amount 2023 (remainder of year) 343,197 2024 457,596 2025 457,596 2026 457,596 2027 457,596 Thereafter 1,706,338 3,879,919 |
Loans Receivable
Loans Receivable | 3 Months Ended |
Mar. 31, 2023 | |
Loan Receivable [Abstract] | |
Loans Receivable | 6. Loans Receivable On July 15, 2019, the Company entered into a Membership Interest Purchase Agreement to acquire cannabis-related intellectual property and certain other assets, but not cannabis licenses, of Critical Mass Industries LLC (“CMI”), a Colorado limited liability company. Effective December 31, 2021, the Company disposed of all CMI-related assets and extinguished any and all related obligations. In conjunction with the disposal, we received a $6,600,000 promissory note due to us no later than December 31, 2023, of which we determined the net realizable value of the gross amount of the note was 3,600,000 as of December 31, 2021. In consideration of the loan receivable, we conveyed to CMI, any and all manufacturing, grow equipment, and retail-related assets and other assets Seller owned in the state of Colorado and were used by CMI subsidiaries in the course of business, including client lists and appertaining intellectual property, as well as all liabilities related to these assets. During the first quarter of 2022, the Company issued an additional $618,831 in loans to CMI. During the fourth quarter of 2022, the Company deemed the full loan receivable balance to be uncollectible and therefore it is no longer included on the consolidated balance sheets as of March 31, 2023. |
Notes Payable, Related Party
Notes Payable, Related Party | 3 Months Ended |
Mar. 31, 2023 | |
Related Party Transactions [Abstract] | |
Notes Payable, Related Party | 7 . Notes Payable, Related Party On September 15, 2022, the Company entered into a loan agreement of $2,000,000 with CRYM Co-Invest, for which Alexander Massa, a 23.1% beneficial owner of the Company, has investment control. The note accrues interest at 12% per annum and matures on October 1, 2024. As of March 31, 2023, we have accrued $130,000 in interest expense on the loan. |
Shareholders_ Equity
Shareholders’ Equity | 3 Months Ended |
Mar. 31, 2023 | |
Shareholders’ Equity [Abstract] | |
Shareholders’ Equity | 8. Shareholders’ Equity From January to March 2022, the Company issued 458,334 shares of common stock at $0.35 per share for a total dollar value of $160,417 in exchange for services, 550,000 shares of common stock at $0.2695 per share for a total dollar value of $148,225 for 2021 management performance bonuses, 185,529 shares of common stock at $0.2695 per share for a total dollar value of $50,000 for director compensation, and 1,000,000 shares of common stock at $0.65 for a total dollar value of $130,000 for 2020 RSU grants vesting in January 2022. From January to March 2023, the Company issued 62,500 shares of common stock at $0.35 per share for a total dollar value of $21,875 for prior period services, 187,500 shares of common stock at $0.35 per share for a total dollar value of $65,625 for current period services, 1,100,000 shares of common stock at $0.1799 per share for a total dollar value of $197,890 for vested RSUs for prior period services, and 777,932 shares of common stock at $0.1799 per share for a total dollar value of $139,950 for vested RSUs for current period services. Restricted Stock Unit Awards The Company adopted its 2019 Omnibus Stock Incentive Plan (the “2019 Plan”), which provides for the issuance of stock options, stock grants and RSUs to employees, directors and consultants. The primary purpose of the 2019 Plan is to enhance the ability to attract, motivate, and retain the services of qualified employees, officers and directors. Any RSUs granted under the 2019 Plan will be at the discretion of the Compensation Committee of the Board of Directors. On January 10, 2022, the shareholders approved the 2022 Stock Incentive Plan which then replaced the 2019 Plan. A summary of the Company’s RSU award activity for the three months ended March 31, 2023 and 2022, respectively, is as follows: Restricted Weighted Outstanding at December 31, 2022 1,453,857 $ 0.30 Granted 2,760,660 0.17 Vested (1,877,932 ) 0.23 Forfeited - - Outstanding at March 31, 2023 2,336,585 $ 0.21 Restricted Weighted Outstanding at December 31, 2021 2,200,003 $ 0.45 Granted 1,469,511 0.27 Vested (1,735,529 ) 0.49 Forfeited - - Outstanding at March 31, 2022 1,933,985 $ 0.27 The total fair value of RSUs vested during the three months ending March 31, 2023 and 2022 was $424,640 and $848,600, respectively. As of March 31, 2023 and 2022, there was $303,663 and $187,761, respectively, of unrecognized stock-based compensation cost related to non-vested RSU’s, which is expected to be recognized over the remaining vesting period. Stock-based compensation expense relating to RSU’s was $112,972 and $140,815 for the three months ending March 31, 2023 and 2022, respectively. Stock-based compensation for the three months ending March 31, 2023 consisted of equity awards forfeited, granted and vested to employees, directors and consultants of the Company in the amount of $15,929, $97,043, and $0, respectively. Expenses for stock-based compensation are included on the accompanying consolidated statements of operations in general and administrative expense. Stock Option Awards A summary of the Company’s stock option activity for the three months ended March 31, 2023 and 2022, respectively, is as follows: Stock Weighted Weighted Aggregate Outstanding at December 31, 2022 8,500,000 $ 0.18 8.5 $ 1,579,108 Granted and vested - - - - Forfeited - - - - Outstanding at March 31, 2023 8,500,000 $ 0.18 8.0 $ 1,579,108 Stock Weighted Weighted Aggregate Outstanding at December 31, 2021 8,500,000 $ 0.18 9.2 $ 1,579,108 Granted and vested - - - - Forfeited - - - - Outstanding at March 31, 2022 8,500,000 $ 0.18 9.0 $ 1,579,108 During the three months ended March 31, 2023 and 2022, the Company did not issue any stock options. Warrants During the year ended December 31, 2021, the Company issued warrants with the option to purchase 73,950,000 common shares at an exercise price of $0.40 per share through a series of convertible note offerings and equity subscription agreements. All of the convertible notes were converted in 2021. Of these warrants, 15,000,000 shares expired on March 31, 2023, 9,500,000 expired on April 30, 2023, 1,000,000 expire on September 17, 2023, 9,000,000 expire on October 15, 2023, 9,510,000 expire on October 26, 2023, 190,000 expire on November 2, 2023, 4,560,000 expire on November 10, 2023, 1,940,000 expire on November 15, 2023, and 750,000 expire on November 17, 2023, and 22,500,000 expire on November 10, 2024. During the three months ended March 31, 2023, no warrants were exercised. The fair value of these warrants was $1,867,960, which was recorded to additional paid in capital in the year ended December 31, 2021. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2023 | |
Income Taxes [Abstract] | |
Income Taxes | 9. Income Taxes In accordance with ASC 740-270, the Company calculates the interim tax expense based on an annual effective tax rate (“AETR”). The AETR represents the Company’s estimated effective tax rate for the year based on full year projection of tax expense, divided by the projection of full year pretax book loss, adjusted for discrete transactions occurring during the period. The annual effective tax rate for the three months ended March 31, 2023 was 0.0%, The Company currently carries a deferred tax asset on its balance sheet. |
Commitments & Contingencies
Commitments & Contingencies | 3 Months Ended |
Mar. 31, 2023 | |
Commitments & Contingencies [Abstract] | |
Commitments & Contingencies | 10. Commitments & Contingencies Occasionally, the Company may be involved in claims and legal proceedings arising from the ordinary course of its business. The Company records a provision for a liability when it believes that it is both probable that a liability has been incurred, and the amount can be reasonably estimated. If these estimates and assumptions change or prove to be incorrect, it could have a material impact on the Company’s consolidated financial statements. Contingencies are inherently unpredictable, and the assessments of the value can involve a series of complex judgments about future events and can rely heavily on estimates and assumptions. Legal Proceedings None. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | 11. Subsequent Events On April 17, 2023, the Company received $100,000, $50,000, $25,000, and CAD $250,000 loans from Simon Langelier, Health Diplomats Pte Ltd, Mario Gobbo, and 9083-0043 Quebec Inc, respectively. Mr. Langelier and Mr. Gobbo are directors of the Company. Dr. Delon Human is also a director of the Company who is the President of Health Diplomats Pte Ltd. 9083-0043 Quebec Inc is not a related party. The loans from the directors mature on April 17, 2025 and accrue interest at 12% per annum. The loan from 9083-0043 Quebec Inc matures on December 15, 2025 and also accrues interest at 12% per annum. In conjunction with the loans, the respective parties were issued warrants to purchase 454,500, 227,250, 113,625, and 840,750 shares of common stock with an exercise price of $0.25 per share. The warrants expire on April 17, 2027. On April 18, 2023, the Company received a CAD $100,000 loan from Investissement S Losier Inc. The loan matures on December 15, 2025 and accrues interest at 12% per annum. In conjunction with the loan, the counterparty was issued warrants to purchase 336,300 shares of common stock with an exercise price of $0.25 per share. The warrants expire on April 17, 2027. On April 28, 2023, the Company issued 550,000 shares of common stock as part of an employment agreement for a new employee. On April 30, 2023, 9,500,000 outstanding warrants with an exercise price of $0.40 expired. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation The accompanying consolidated financial statements have been prepared in accordance with Generally Accepted Accounting Principles. The consolidated financial statements include the accounts of the Cryomass Technologies Inc, Cryomass LLC, Cryomass California LLC, and 1304740 B.C. Unlimited Liability Company. All significant intercompany balances and transactions have been eliminated in consolidation. The Company operates as one segment from its corporate headquarters in Colorado. |
Use of Estimates | Use of Estimates The preparation of the Company’s consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of expenses during the reporting period. Significant estimates and assumptions reflected in these consolidated financial statements include, but are not limited to determining the fair value of the assets acquired and liabilities assumed in acquisition, determining the useful lives and potential impairment of long-lived assets and potential impairment of goodwill. The Company bases its estimates on historical experience, known trends and other market-specific or other relevant factors that it believes to be reasonable under the circumstances. On an ongoing basis, management evaluates its estimates when there are changes in circumstances, facts and experience. Changes in estimates are recorded in the period in which they become known. Actual results could differ from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid instruments with maturities of three months or less at the time of issuance to be cash equivalents. |
Concentrations of Credit Risk | Concentrations of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash. Periodically, the Company maintains deposits in accredited financial institutions in excess of federally insured limits. The Company deposits its cash in financial institutions that it believes have high credit quality and has not experienced any losses on such accounts. Aside from this, the Company does not believe it is exposed to any unusual credit risk. |
Purchase Accounting for Acquisitions | Purchase Accounting for Acquisitions We apply the acquisition method of accounting for a business combination. In general, this methodology requires us to record assets acquired and liabilities assumed at their respective fair values at the date of acquisition. Any amount of the purchase price paid that is in excess of the estimated fair value of the net assets acquired is recorded as goodwill. For certain acquisitions, we also record a liability for contingent consideration based on estimated future business performance. We monitor our assumptions surrounding these estimated future cash flows and, if there is a significant change, would record an adjustment to the contingent consideration liability and a corresponding adjustment to either income or expense. We determine fair value using widely accepted valuation techniques, primarily discounted cash flow and market multiple analyses. These types of analyses require us to make assumptions and estimates regarding industry and economic factors, the profitability of future business strategies, discount rates and cash flow. If actual results are not consistent with our assumptions and estimates, or our assumptions and estimates change due to new information, we may be exposed to an impairment charge in the future. |
Expenses | Expenses Operating Expenses Operating expenses encompass personnel costs, research and development expenses, general and administrative expenses, professional and legal fees and depreciation and amortization related to the property and equipment and intangibles acquired through the acquisition of Cryocann. Personnel costs consist primarily of consulting expense and administrative salaries and wages. General and administrative expenses are comprised of travel expenses, accounting expenses, stock-based compensation, and board fees. Professional services are principally comprised of outside legal and professional fees. Other Expense, net Other expense, net consisted of interest expense, other income and (loss) gain on foreign exchange. |
Stock-Based Compensation | Stock-Based Compensation The fair value of restricted stock units (“RSUs”) granted are measured on the grant date using the closing price of the Company’s common shares on the grant date. For stock options, the Company engages a valuation firm to calculate the grant date fair value of the options issued. The Company accounts for forfeitures as they occur, rather than estimating expected forfeitures over the course of a vesting period. All stock-based compensation costs are recorded in general and administrative expenses in the consolidated statements of operations. |
Property and Equipment, net | Property and Equipment, net Purchase of property and equipment are recorded at cost. Improvements and replacements of property and equipment are capitalized. Maintenance and repairs that do not improve or extend the lives of property and equipment are charged to expense as incurred. When assets are sold or retired, their cost and related accumulated depreciation are removed from the accounts and any gain or loss is reported in the consolidated statements of operations. Depreciation and amortization expense is recognized using the straight-line method over the estimated useful life of each asset, as follows: Estimated Computer equipment 3 – 5 years Furniture and fixtures 5 – 7 years Machinery and equipment 15 years Leasehold improvements Shorter of lease term or useful life |
Goodwill and Intangible Assets | Goodwill and Intangible Assets Goodwill represents the excess of the purchase price of an acquired entity over the fair value of identifiable tangible and intangible assets acquired and liabilities assumed in a business combination. Indefinite-lived intangible assets established in connection with business combinations consist of in process research and development and internal-use software. Intangible assets with indefinite lives are recorded at their estimated fair value at the date of acquisition. Once in process research and development is placed in service, it will be amortized over the estimated useful life. Internal-use software costs recognized as an intangible asset relates to capitalizable costs of computer software obtained for internal-use as defined by the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 350-40-30-1. All other internal-use software costs are expensed as incurred by the Company. Amortization will be recorded straight-line over the estimated useful life of the software once the software is ready for its intended use. As of March 31, 2023, our internal-use software was not ready for its intended use. The estimated useful life for internal-use software will be determined and periodically reassessed based on considerations for obsolescence, technology, competition, and other economic factors. Intangible assets with finite lives are recorded at their estimated fair value at the date of acquisition and are amortized over their estimated useful lives using the straight-line method. Amortization of assets ceases upon designation as held for sale. The estimated useful lives of intangible assets are detailed in the table below: Estimated Patent 120 Months In process research and development 104 Months Internal use software Pending |
Impairment of Goodwill and Intangible Assets | Impairment of Goodwill and Intangible Assets Goodwill Goodwill is not amortized, but instead is tested annually at December 31 for impairment and upon the occurrence of certain events or substantive changes in circumstances. We account for the impairment of goodwill under the provisions of Financial Accounting Standards Board (FASB) Accounting Standard Update 2017-04 (“ASU 2017-04”), “ Intangibles – Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment Intangibles – Goodwill and Other – Goodwill The Company performs impairment testing for goodwill by performing the following steps: 1) evaluate the relevant events or circumstances to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount, 2) if yes to step 1, calculate the fair value of the reporting unit and compare it with its carrying amount, including goodwill, 3) recognize impairment, limited to the total amount of goodwill allocated to that reporting unit, equal to the excess of the carrying value of a reporting unit over its fair value. Management concluded that there were no events indicative of goodwill impairment during the three months ended March 31, 2023. |
Indefinite-Lived Intangible Assets and Intangible Assets Subject to Amortization | Indefinite-Lived Intangible Assets and Intangible Assets Subject to Amortization Indefinite-lived intangible assets are not amortized, but instead are tested annually at December 31 for impairment and upon the occurrence of certain events or substantive changes in circumstances. We account for the impairment of indefinite-lived intangible assets under the provisions of Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 350-30-35, Intangibles – Goodwill and Other – General Intangibles Other Than Goodwill We account for the impairment of intangible assets subject to amortization under the provisions of Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 360-10-35, Property, Plant, and Equipment Management concluded that there were no events indicative of identifiable intangible asset impairment during the three months ended March 31, 2023. |
Leases | Leases We account for our leases under ASC 842. Under this guidance, arrangements meeting the definition of a lease are classified as operating or financing leases, and are recorded on the consolidated balance sheet as both a right of use asset and lease liability, calculated by discounting fixed lease payments over the lease term at the rate implicit in the lease or our incremental borrowing rate. Lease liabilities are increased by interest and reduced by payments each period, and the right of use asset is amortized over the lease term. For finance leases, interest on the lease liability and the amortization of the right of use asset results in front-loaded expense over the lease term. Variable lease expenses are recorded when incurred. In calculating the right of use and lease liability, we have elected to combine lease and non-lease components. We exclude short-term leases having an initial term of 12 months or less from the new guidance as an accounting policy election, and recognize rent expense on a straight-line basis over the lease term. |
Income Taxes | Income Taxes The Company uses the liability method of accounting for income taxes as set forth in ASC 740, Income Taxes |
Fair Value Measurements | Fair Value Measurements Certain assets and liabilities of the Company are carried at fair value under GAAP. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. Financial assets and liabilities carried at fair value are to be classified and disclosed in one of the following three levels of the fair value hierarchy, of which the first two are considered observable and the last is considered unobservable: ● Level 1 — Quoted prices in active markets for identical assets or liabilities. ● Level 2 — Observable inputs (other than Level 1 quoted prices), such as quoted prices in active markets for similar assets or liabilities, quoted prices in markets that are not active for identical or similar assets or liabilities, or other inputs that are observable or can be corroborated by observable market data. ● Level 3 — Unobservable inputs that are supported by little or no market activity that are significant to determining the fair value of the assets or liabilities, including pricing models, discounted cash flow methodologies and similar techniques. The carrying values reported in the consolidated balance sheets for cash, prepaid expenses, accounts payable, and notes payable approximate fair values because of the immediate or short-term maturities of these financial instruments. There were no other assets or liabilities that require fair value to be recalculated on a recurring basis. |
Net Loss per Share | Net Loss per Share The Company follows ASC 260, Earnings Per Share |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Schedule of property and equipment | Estimated Computer equipment 3 – 5 years Furniture and fixtures 5 – 7 years Machinery and equipment 15 years Leasehold improvements Shorter of lease term or useful life |
Schedule of intangible assets | Estimated Patent 120 Months In process research and development 104 Months Internal use software Pending |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Property and Equipment, Net [Abstract] | |
Schedule of property and equipment, net | March 31, December 31, Machinery and equipment 752,833 531,255 Less: Accumulated depreciation (15,531 ) (5,400 ) $ 737,302 $ 525,855 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Goodwill and Intangible Assets [Abstract] | |
Schedule of identifiable intangible assets | March 31, 2023 Estimated Gross Accumulated Carrying Amortized Patent 120 months $ 873,263 $ (152,821 ) $ 720,442 Indefinite-lived In-process research and development 104 months 3,209,000 (162,242 ) 3,046,758 Internal use software Pending 112,719 - 112,719 Total identifiable intangible assets $ 4,194,982 $ (315,063 ) $ 3,879,919 December 31, 2022 Estimated Gross Accumulated Carrying Amortized Patent 120 months $ 873,263 $ (130,989 ) $ 742,274 Indefinite-lived In-process research and development 104 months 3,209,000 (69,675 ) 3,139,325 Internal use software Pending 98,983 - 98,983 Total identifiable intangible assets $ 4,181,246 $ (200,664 ) $ 3,980,582 |
Schedule of amortization expense | Years ending December 31, Amount 2023 (remainder of year) 343,197 2024 457,596 2025 457,596 2026 457,596 2027 457,596 Thereafter 1,706,338 3,879,919 |
Shareholders_ Equity (Tables)
Shareholders’ Equity (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Shareholders’ Equity [Abstract] | |
Schedule of the company's RSU award activity | Restricted Weighted Outstanding at December 31, 2022 1,453,857 $ 0.30 Granted 2,760,660 0.17 Vested (1,877,932 ) 0.23 Forfeited - - Outstanding at March 31, 2023 2,336,585 $ 0.21 Restricted Weighted Outstanding at December 31, 2021 2,200,003 $ 0.45 Granted 1,469,511 0.27 Vested (1,735,529 ) 0.49 Forfeited - - Outstanding at March 31, 2022 1,933,985 $ 0.27 |
Schedule of stock options activity | Stock Weighted Weighted Aggregate Outstanding at December 31, 2022 8,500,000 $ 0.18 8.5 $ 1,579,108 Granted and vested - - - - Forfeited - - - - Outstanding at March 31, 2023 8,500,000 $ 0.18 8.0 $ 1,579,108 Stock Weighted Weighted Aggregate Outstanding at December 31, 2021 8,500,000 $ 0.18 9.2 $ 1,579,108 Granted and vested - - - - Forfeited - - - - Outstanding at March 31, 2022 8,500,000 $ 0.18 9.0 $ 1,579,108 |
Nature of the Business (Details
Nature of the Business (Details) $ in Millions | 1 Months Ended |
Jun. 22, 2021 USD ($) shares | |
Accounting Policies [Abstract] | |
Aggregate purchase price | $ | $ 3,500,000 |
Common stock shares | shares | 10,000,000 |
Going Concern Uncertainty, Fi_2
Going Concern Uncertainty, Financial Conditions and Management’s Plans (Details) | 3 Months Ended |
Mar. 31, 2023 USD ($) | |
Going Concern Uncertainty, Financial Conditions and Management’s Plans [Abstract] | |
Working capital | $ (652,681) |
Cash balance | 663,978 |
Estimated cost | 4,000,000 |
Capital expenditures | 6,600,000 |
Cash for operating activities | 1,338,343 |
Incurred net loss | 1,598,526 |
Accumulated deficit | $ 40,610,054 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - shares | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Accounting Policies [Abstract] | ||
Income taxes, description | In accordance with ASC 740-10, for those tax positions where there is a greater than 50% likelihood that a tax benefit will be sustained, our policy will be to record the largest amount of tax benefit that is more likely than not to be realized upon ultimate settlement with a taxing authority that has full knowledge of all relevant information. For those income tax positions where there is less than 50% likelihood that a tax benefit will be sustained, no tax benefit will be recognized in the consolidated financial statements. | |
Securities outstanding | 2,336,588 | 1,933,985 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Schedule of property and equipment | 3 Months Ended |
Mar. 31, 2023 | |
Computer equipment [Member] | Minimum [Member] | |
Summary of Significant Accounting Policies (Details) - Schedule of property and equipment [Line Items] | |
Property, plant and equipment, useful life | 3 years |
Computer equipment [Member] | Maximum [Member] | |
Summary of Significant Accounting Policies (Details) - Schedule of property and equipment [Line Items] | |
Property, plant and equipment, useful life | 5 years |
Furniture and fixtures [Member] | Minimum [Member] | |
Summary of Significant Accounting Policies (Details) - Schedule of property and equipment [Line Items] | |
Property, plant and equipment, useful life | 5 years |
Furniture and fixtures [Member] | Maximum [Member] | |
Summary of Significant Accounting Policies (Details) - Schedule of property and equipment [Line Items] | |
Property, plant and equipment, useful life | 7 years |
Machinery and equipment [Member] | |
Summary of Significant Accounting Policies (Details) - Schedule of property and equipment [Line Items] | |
Property, plant and equipment, useful life | 15 years |
Leasehold improvements [Member] | |
Summary of Significant Accounting Policies (Details) - Schedule of property and equipment [Line Items] | |
Leasehold improvements | Shorter of lease term or useful life |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details) - Schedule of intangible assets | Mar. 31, 2023 |
Patent [Member] | |
Summary of Significant Accounting Policies (Details) - Schedule of intangible assets [Line Items] | |
Estimated useful lives of intangible assets | 120 months |
In process research and development [Member] | |
Summary of Significant Accounting Policies (Details) - Schedule of intangible assets [Line Items] | |
Estimated useful lives of intangible assets | 104 months |
Property and Equipment, Net (De
Property and Equipment, Net (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Property and Equipment, Net [Abstract] | |||
Property and equipment, net | $ 737,302 | $ 525,855 | |
Depreciation expense | $ 10,130 | $ 0 |
Property and Equipment, Net (_2
Property and Equipment, Net (Details) - Schedule of property and equipment, net - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Schedule of Property and Equipment, Net [Abstract] | ||
Less: Accumulated depreciation | $ (15,531) | $ (5,400) |
Property and equipment, net | 737,302 | 525,855 |
Machinery and equipment [Member] | ||
Schedule of Property and Equipment, Net [Abstract] | ||
Machinery and equipment | $ 752,833 | $ 531,255 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Carrying value of goodwill | $ 1,190,000 | $ 1,190,000 | |
Amortization expense | $ 114,399 | $ 21,832 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets (Details) - Schedule of identifiable intangible assets - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Amortized | ||
Amortized intangible assets, Gross Amount | $ 4,194,982 | $ 4,181,246 |
Amortized intangible assets, Accumulated Amortization | (315,063) | (200,664) |
Amortized intangible assets, Carrying Value | $ 3,879,919 | $ 3,980,582 |
Patent [Member] | ||
Amortized | ||
Amortized intangible assets, Estimated Useful Life (Years) | 120 months | 120 months |
Amortized intangible assets, Gross Amount | $ 873,263 | $ 873,263 |
Amortized intangible assets, Accumulated Amortization | (152,821) | (130,989) |
Amortized intangible assets, Carrying Value | $ 720,442 | $ 742,274 |
In-Process Research and Development [Member] | ||
Amortized | ||
Amortized intangible assets, Estimated Useful Life (Years) | 104 months | 104 months |
Amortized intangible assets, Gross Amount | $ 3,209,000 | $ 3,209,000 |
Amortized intangible assets, Accumulated Amortization | (162,242) | (69,675) |
Amortized intangible assets, Carrying Value | $ 3,046,758 | $ 3,139,325 |
Internal use software [Member] | ||
Amortized | ||
Amortized intangible assets, Estimated Useful Life (Years) | Pending | Pending |
Amortized intangible assets, Gross Amount | $ 112,719 | $ 98,983 |
Amortized intangible assets, Accumulated Amortization | ||
Amortized intangible assets, Carrying Value | $ 112,719 | $ 98,983 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets (Details) - Schedule of amortization expense | Dec. 31, 2022 USD ($) |
Schedule Of Amortization Expense Abstract | |
2023 (remainder of year) | $ 343,197 |
2024 | 457,596 |
2025 | 457,596 |
2026 | 457,596 |
2027 | 457,596 |
Thereafter | 1,706,338 |
Total amortization expense | $ 3,879,919 |
Loans Receivable (Details)
Loans Receivable (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Mar. 31, 2022 | |
Loan Receivable [Abstract] | ||
Promissory note due | $ 6,600,000 | |
Gross amount of promissory note | $ 3,600,000 | |
Additional loans | $ 618,831 |
Notes Payable, Related Party (D
Notes Payable, Related Party (Details) - USD ($) | 3 Months Ended | |
Sep. 15, 2022 | Mar. 31, 2023 | |
Related Party Transactions [Abstract] | ||
Loan agreement | $ 2,000,000 | |
Beneficial Percentage | 23.10% | |
Note interest | 12% | |
Matures date | Oct. 01, 2024 | |
Interest expense | $ 130,000 |
Shareholders_ Equity (Details)
Shareholders’ Equity (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2023 | Sep. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | |
Shareholders’ Equity (Details) [Line Items] | |||||
Conversion of common stock description | the Company issued 62,500 shares of common stock at $0.35 per share for a total dollar value of $21,875 for prior period services, 187,500 shares of common stock at $0.35 per share for a total dollar value of $65,625 for current period services, 1,100,000 shares of common stock at $0.1799 per share for a total dollar value of $197,890 for vested RSUs for prior period services, and 777,932 shares of common stock at $0.1799 per share for a total dollar value of $139,950 for vested RSUs for current period services. | the Company issued 458,334 shares of common stock at $0.35 per share for a total dollar value of $160,417 in exchange for services, 550,000 shares of common stock at $0.2695 per share for a total dollar value of $148,225 for 2021 management performance bonuses, 185,529 shares of common stock at $0.2695 per share for a total dollar value of $50,000 for director compensation, and 1,000,000 shares of common stock at $0.65 for a total dollar value of $130,000 for 2020 RSU grants vesting in January 2022. | |||
Fair value of RSU’s vested (in Dollars) | $ 424,640 | $ 848,600 | |||
Unrecognized stock based compensation (in Dollars) | 303,663 | 187,761 | |||
Stock-based compensation expense (in Dollars) | 140,815 | ||||
Common stock shares | 3 | ||||
Warrants shares | 73,950,000 | ||||
Exercise price (in Dollars per share) | $ 0.4 | ||||
Additional paid in capital (in Dollars) | 43,559,814 | $ 43,163,579 | |||
March 31, 2023 [Member] | |||||
Shareholders’ Equity (Details) [Line Items] | |||||
Warrants expire | 15,000,000 | ||||
April 30, 2023 [Member] | |||||
Shareholders’ Equity (Details) [Line Items] | |||||
Warrants expire | 9,500,000 | ||||
September 17, 2023 [Member] | |||||
Shareholders’ Equity (Details) [Line Items] | |||||
Warrants expire | 1,000,000 | ||||
October 15, 2023 [Member] | |||||
Shareholders’ Equity (Details) [Line Items] | |||||
Warrants expire | 9,000,000 | ||||
October 26, 2023 [Member] | |||||
Shareholders’ Equity (Details) [Line Items] | |||||
Warrants expire | 9,510,000 | ||||
November 2, 2023 [Member] | |||||
Shareholders’ Equity (Details) [Line Items] | |||||
Warrants expire | 190,000 | ||||
November 10, 2023 [Member] | |||||
Shareholders’ Equity (Details) [Line Items] | |||||
Warrants expire | 4,560,000 | ||||
November 15, 2023 [Member] | |||||
Shareholders’ Equity (Details) [Line Items] | |||||
Warrants expire | 1,940,000 | ||||
November 17, 2023 [Member] | |||||
Shareholders’ Equity (Details) [Line Items] | |||||
Warrants expire | 750,000 | ||||
November 10, 2024 [Member] | |||||
Shareholders’ Equity (Details) [Line Items] | |||||
Warrants expire | 22,500,000 | ||||
Employees [Member] | |||||
Shareholders’ Equity (Details) [Line Items] | |||||
Stock-based compensation consisted of equity awards granted and vested (in Dollars) | 15,929 | ||||
Director [Member] | |||||
Shareholders’ Equity (Details) [Line Items] | |||||
Stock-based compensation consisted of equity awards granted and vested (in Dollars) | 97,043 | ||||
Consultants [Member] | |||||
Shareholders’ Equity (Details) [Line Items] | |||||
Stock-based compensation consisted of equity awards granted and vested (in Dollars) | 0 | ||||
Stock Option Awards [Member] | |||||
Shareholders’ Equity (Details) [Line Items] | |||||
Additional paid in capital (in Dollars) | 1,867,960 | ||||
RSU’s [Member] | |||||
Shareholders’ Equity (Details) [Line Items] | |||||
Stock-based compensation expense (in Dollars) | $ 112,972 | $ 140,815 |
Shareholders_ Equity (Details)
Shareholders’ Equity (Details) - Schedule of company's RSU award activity - $ / shares | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Restricted Stock Units [Member] | ||
Schedule of the Company's RSU Award Activity [Abstract] | ||
Restricted Stock Units, Outstanding | 1,453,857 | 2,200,003 |
Restricted Stock Units, Granted | 2,760,660 | 1,469,511 |
Restricted Stock Units, Vested | (1,877,932) | (1,735,529) |
Restricted Stock Units, Forfeited | ||
Restricted Stock Units, Outstanding | 2,336,585 | 1,933,985 |
Weighted Average Grant Date Fair Value [Member] | ||
Schedule of the Company's RSU Award Activity [Abstract] | ||
Weighted Average Grant Date Fair Value, Outstanding | $ 0.3 | $ 0.45 |
Weighted Average Grant Date Fair Value, Granted | 0.17 | 0.27 |
Weighted Average Grant Date Fair Value, Vested | 0.23 | 0.49 |
Weighted Average Grant Date Fair Value, Forfeited | ||
Weighted Average Grant Date Fair Value, Outstanding | $ 0.21 | $ 0.27 |
Shareholders_ Equity (Details_2
Shareholders’ Equity (Details) - Schedule of stock options activity - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Stock Option Shares [Member] | ||
Schedule of Stock Options Activity [Abstract] | ||
Stock Option Shares, Outstanding | 8,500,000 | 8,500,000 |
Stock Option Shares, Granted and vested | ||
Stock Option Shares, Forfeited | ||
Stock Option Shares, Outstanding | 8,500,000 | 8,500,000 |
Weighted Average Exercise Price [Member] | ||
Schedule of Stock Options Activity [Abstract] | ||
Weighted Average Exercise Price, Outstanding | $ 0.18 | $ 0.18 |
Weighted Average Exercise Price, Granted and vested | ||
Weighted Average Exercise Price, Forfeited | ||
Weighted Average Exercise Price, Outstanding | $ 0.18 | $ 0.18 |
Weighted Average Remaining Contractual Term [Member] | ||
Schedule of Stock Options Activity [Abstract] | ||
Weighted Average Remaining Contractual Term, Outstanding | 8 years 6 months | 9 years 2 months 12 days |
Weighted Average Remaining Contractual Term, Granted and vested | ||
Weighted Average Remaining Contractual Term, Forfeited | ||
Weighted Average Remaining Contractual Term, Outstanding | 8 years | 9 years |
Aggregate Intrinsic Value [Member] | ||
Schedule of Stock Options Activity [Abstract] | ||
Aggregate Intrinsic Value, Outstanding | $ 1,579,108 | $ 1,579,108 |
Aggregate Intrinsic Value, Granted and vested | ||
Aggregate Intrinsic Value, Forfeited | ||
Aggregate Intrinsic Value, Outstanding | $ 1,579,108 | $ 1,579,108 |
Income Taxes (Details)
Income Taxes (Details) | 3 Months Ended |
Mar. 31, 2023 | |
Income Taxes [Abstract] | |
Effective tax rate | 0% |
Subsequent Events (Details)
Subsequent Events (Details) | Apr. 30, 2023 $ / shares shares | Apr. 18, 2023 CAD ($) | Apr. 17, 2023 USD ($) $ / shares shares | Apr. 17, 2023 CAD ($) shares | Apr. 18, 2023 $ / shares shares | Mar. 31, 2023 |
Subsequent Events (Details) [Line Items] | ||||||
Accrue interest rate | 12% | |||||
Subsequent Event [Member] | ||||||
Subsequent Events (Details) [Line Items] | ||||||
Accrue interest | 12% | |||||
Warrants exercise price (in Dollars per share) | $ / shares | $ 0.4 | $ 0.25 | ||||
Warrant expires | Apr. 17, 2027 | Apr. 17, 2027 | Apr. 17, 2027 | |||
Exercise price (in Dollars per share) | $ / shares | $ 0.25 | |||||
Shares issued | 550,000 | |||||
Shares outstanding | 9,500,000 | |||||
Subsequent Event [Member] | Warrant [Member] | ||||||
Subsequent Events (Details) [Line Items] | ||||||
Issued warrants to purchase | 336,300 | |||||
Simon Langelier [Member] | Subsequent Event [Member] | ||||||
Subsequent Events (Details) [Line Items] | ||||||
Company received | $ | $ 100,000 | |||||
Issued warrants | 454,500 | 454,500 | ||||
Health Diplomats Pte Ltd [Member] | Subsequent Event [Member] | ||||||
Subsequent Events (Details) [Line Items] | ||||||
Company received | $ | $ 50,000 | |||||
Issued warrants | 227,250 | 227,250 | ||||
Mario Gobbo [Member] | Subsequent Event [Member] | ||||||
Subsequent Events (Details) [Line Items] | ||||||
Company received | $ | $ 25,000 | |||||
Issued warrants | 113,625 | 113,625 | ||||
9083-0043 Quebec Inc [Member] | Subsequent Event [Member] | ||||||
Subsequent Events (Details) [Line Items] | ||||||
Company received | $ | $ 250,000 | |||||
Accrue interest | 12% | 12% | ||||
Issued warrants | 840,750 | 840,750 | ||||
S Losier Inc [Member] | Subsequent Event [Member] | ||||||
Subsequent Events (Details) [Line Items] | ||||||
Company received | $ | $ 100,000 |