Document And Entity Information
Document And Entity Information - shares | 6 Months Ended | |
Jun. 30, 2023 | Aug. 16, 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 | 206,218,637 | |
Amendment Flag | false | |
Entity Central Index Key | 0001533030 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Document Period End Date | Jun. 30, 2023 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q2 | |
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 | 303-416-7208 | |
Entity Interactive Data Current | Yes |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 316,267 | $ 2,016,057 |
Deferred Tax asset | 21,788 | 21,788 |
Prepaid expenses | 140,351 | 128,651 |
Total current assets | 478,406 | 2,166,496 |
Property and equipment, net | 749,225 | 525,855 |
Goodwill | 1,190,000 | |
Intangible assets, net | 131,117 | 3,980,582 |
Total assets | 1,358,748 | 7,862,933 |
Current liabilities: | ||
Accounts payable and accrued expenses | 1,591,006 | 1,288,465 |
Notes payable, current, net | 222,630 | |
Total current liabilities | 1,813,636 | 1,288,465 |
Notes payable, net | 178,817 | |
Notes payable, related party, net | 2,120,872 | 2,000,000 |
Total liabilities | 4,113,325 | 3,288,465 |
Commitments and contingencies (Note 10) | ||
Shareholders’ equity (deficit): | ||
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, 205,768,637 and 202,651,205 shares issued and outstanding at June 30, 2023 and December 31, 2022, respectively | 205,769 | 202,652 |
Additional paid-in capital | 44,011,514 | 43,163,579 |
Common stock to be issued | 219,765 | |
Accumulated deficit | (46,971,860) | (39,011,528) |
Total shareholders’ equity (deficit) | (2,754,577) | 4,574,468 |
Total liabilities and shareholders’ equity (deficit) | $ 1,358,748 | $ 7,862,933 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parentheticals) - $ / shares | Jun. 30, 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 | 205,768,637 | 202,651,205 |
Common stock, shares outstanding | 205,768,637 | 202,651,205 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Income Statement [Abstract] | ||||
Net sales | ||||
Cost of goods sold | ||||
Gross profit | ||||
Operating expenses: | ||||
Personnel costs | 723,455 | 466,422 | 1,491,720 | 801,652 |
General and administrative | 446,149 | 238,432 | 786,045 | 533,781 |
Legal and professional fees | 104,497 | 688,194 | 403,239 | 2,146,451 |
Depreciation and amortization expense | 144,336 | 21,831 | 268,865 | 43,663 |
Research and development | 13,238 | 1,365 | 13,361 | 18,487 |
Loss on impairment of intangible assets | 3,653,043 | 3,653,043 | ||
Loss on impairment of goodwill | 1,190,000 | 1,190,000 | ||
Total operating expenses | 6,274,718 | 1,416,244 | 7,806,273 | 3,544,034 |
Loss from operations | (6,274,718) | (1,416,244) | (7,806,273) | (3,544,034) |
Other income (expenses): | ||||
Interest expense – net | (82,602) | (35,235) | (136,263) | (71,258) |
Gain / (loss) on foreign exchange | (4,486) | 21,061 | (17,796) | 32,569 |
Total other expenses | (87,088) | (14,174) | (154,059) | (38,689) |
Net loss before taxes | (6,361,806) | (1,430,418) | (7,960,332) | (3,582,723) |
Income taxes | ||||
Net loss | $ (6,361,806) | $ (1,430,418) | $ (7,960,332) | $ (3,582,723) |
Loss per common share – basic (in Dollars per share) | $ (0.03) | $ (0.01) | $ (0.04) | $ (0.02) |
Weighted average common shares outstanding—basic (in Shares) | 205,232,785 | 200,596,549 | 204,881,096 | 200,164,004 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Operations (Unaudited) (Parentheticals) - $ / shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Income Statement [Abstract] | ||||
Loss per common share – diluted | $ (0.03) | $ (0.01) | $ (0.04) | $ (0.02) |
Weighted average common shares outstanding— diluted | 205,232,785 | 200,596,549 | 204,881,096 | 200,164,004 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Shareholders’ Equity (Deficit) (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 | ||||
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 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 | ||||
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 | ||||
Net loss | (3,582,723) | ||||
Balance at Jun. 30, 2022 | $ 201,053 | 42,589,208 | 80,208 | (32,171,560) | 10,698,909 |
Balance (in Shares) at Jun. 30, 2022 | 201,051,665 | ||||
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 | ||||
Shares issued from warrants exercised | $ 221 | 65,930 | 66,151 | ||
Shares issued from warrants exercised (in Shares) | 220,500 | ||||
Share issuance in exchange for services | $ 688 | 239,938 | 240,626 | ||
Share issuance in exchange for services (in Shares) | 687,501 | ||||
Stock-based compensation | $ 1,000 | 68,095 | 69,095 | ||
Stock-based compensation (in Shares) | 1,000,000 | ||||
Net loss | (1,430,418) | (1,430,418) | |||
Balance at Jun. 30, 2022 | $ 201,053 | 42,589,208 | 80,208 | (32,171,560) | 10,698,909 |
Balance (in Shares) at Jun. 30, 2022 | 201,051,665 | ||||
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 | ||||
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) | |||
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 | ||||
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 | ||||
Net loss | (7,960,332) | ||||
Balance at Jun. 30, 2023 | $ 205,769 | 44,011,514 | (46,971,860) | (2,754,577) | |
Balance (in Shares) at Jun. 30, 2023 | 205,768,637 | ||||
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 current period services | $ 187 | 19,925 | 20,112 | ||
Common stock issued for current period services (in Shares) | 187,500 | ||||
Warrants issued in conjunction with notes payable | 179,026 | 179,026 | |||
Common stock issued for vested RSUs for current period services | $ 802 | 79,118 | 79,920 | ||
Common stock issued for vested RSUs for current period services (in Shares) | 802,000 | ||||
Stock-based compensation for vested RSUs for current period services | 173,631 | 173,631 | |||
Net loss | (6,361,806) | (6,361,806) | |||
Balance at Jun. 30, 2023 | $ 205,769 | $ 44,011,514 | $ (46,971,860) | $ (2,754,577) | |
Balance (in Shares) at Jun. 30, 2023 | 205,768,637 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (7,960,332) | $ (3,582,723) |
Adjustments to reconcile net loss to net cash used in operating activities from continuing operations: | ||
Amortization of debt discount | 13,036 | 62,500 |
Depreciation and amortization expense | 268,866 | 43,663 |
Loss/(gain) on foreign exchange related to notes payable | 1,412 | |
Loss on impairment of goodwill | 1,190,000 | |
Loss on impairment of intangible assets | 3,653,043 | |
Share issuances in exchange for services | 401,044 | |
Stock-based compensation expense | 209,910 | |
Common stock issued for vested RSUs for current period services | 129,920 | |
Stock-based compensation for vested RSUs for current period services | 236,603 | |
Common stock issued for the current period services | 85,738 | |
Change in operating assets and liabilities: | ||
Prepaid expenses | (11,700) | 690,542 |
Accounts payable and accrued expenses | 55,964 | (793,360) |
Net cash used in operating activities | (2,337,450) | (2,968,424) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Issuance of loans receivable | (618,831) | |
Purchase of property and equipment | (124,586) | |
Purchase of intangible assets | (49,236) | (19,325) |
Net cash used in investing activities | (49,236) | (762,742) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from issuance of common stock | 66,151 | |
Proceeds from common stock subscribed and to be issued | 80,208 | |
Proceeds from notes payable | 686,896 | |
Net cash provided by financing activities | 686,896 | 146,359 |
Net decrease in cash and cash equivalents | (1,699,790) | (3,584,807) |
Cash and cash equivalents at beginning of period | 2,016,057 | 5,772,839 |
Cash and cash equivalents at end of period | 316,267 | 2,188,032 |
Supplemental disclosure of non-cash investing activities: | ||
Purchase of property and equipment on credit | 246,577 | |
Supplemental disclosure of non-cash financing activities: | ||
Debt discount recognized from warrants issued in conjunction with notes payable | $ 179,026 |
Nature of the Business
Nature of the Business | 6 Months Ended |
Jun. 30, 2023 | |
Nature of the Business [Abstract] | |
Nature of the Business | 1. Nature of the Business CryoMass Technologies Inc. develops and licenses cutting-edge equipment and processes to refine harvested cannabis, hemp, and other premium crops. The first functional commercial unit, known as a CryoSift Separator™, has been installed at the premises of an operating partner, pursuant to a license and lease arrangement to deploy multiple trichome separation units California and other locations. It has successfully transitioned from beta testing and entered into readiness for commercial-level processing. 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 report. Cryomass Technologies Inc is the parent company to wholly-owned subsidiaries Cryomass LLC, Cryomass California LLC, and 1304740 B.C. Unlimited Liability Company dba Cryomass Canada. 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 acquired assets included the patented cryogenic process titled “System and method for cryogenic separation of plant material” (US patent #10,864,525) for the reduction of biomass and efficient isolation, collection and preservation of delicate resin glands (trichomes) of In September 2021, we were granted an additional patent for our process from the Chinese Intellectual Property Office. In April 2022, we were granted another patent # 3,064,896 from the Canadian Intellectual Property Office. We currently are taking steps to gain further protection for our intellectual property through the European Union Intellectual Property Office and other international jurisdictions. |
Going Concern Uncertainty, Fina
Going Concern Uncertainty, Financial Conditions and Management’s Plans | 6 Months Ended |
Jun. 30, 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 June 30, 2023, the Company had a working deficit of $1,335,230 and cash balance of $316,267. The Company estimates that it needs approximately $4,200,000 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. However, there can be no assurance that the Company will receive sufficient cash flow from operations to achieve positive cash flow, or that we will be able to attract the necessary financing to sustain operations. 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 six months ended June 30, 2023, our Company used $2,337,450 of cash for operating activities, incurred a net loss of $7,960,332 and has an accumulated deficit of $46,971,860 since inception. Our financial statements for the three and six months ended June 30, 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 | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 3. Summary of Significant Accounting Policies Principles of Consolidation The accompanying condensed consolidated financial statements have been prepared in accordance with Generally Accepted Accounting Principles. The condensed consolidated financial statements include the accounts of the Cryomass Technologies Inc, Cryomass LLC, Cryomass California LLC, and 1304740 B.C. Unlimited Liability Company dba Cryomass Canada. 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 condensed 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 condensed consolidated financial statements, and the reported amounts of expenses during the reporting period. Significant estimates and assumptions reflected in these condensed 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 the assets 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 condensed 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 condensed 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 is recorded straight-line over the estimated useful life of the software. The software has a useful life of 26 months with amortization beginning on April 1, 2023. 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 26 Months 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. Due to delays in implementing the Company’s business model of its cryogenic process, management concluded that goodwill was fully impaired as of June 30, 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 Due to delays in implementing the Company’s business model of its cryogenic process, management concluded that all related identifiable intangible assets were fully impaired as of June 30, 2023. Internal use software was not impaired as of June 30, 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 condensed 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 condensed 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. Between April and June 2023, the Company issued Promissory Notes to investors as part of a capital raising effort. The Company has determined that the Warrants are classified as equity and are initially measured at fair value. The fair value of the Warrants was determined utilizing a Black-Scholes model considering all relevant assumptions at the dates of issuance. As the fair value of the Promissory Notes at the issuance date is less than the cash proceeds received, a debt discount on the Promissory Notes was also recorded. The debt discount will be amortized over the lives of the Promissory Notes using the effective interest method. Net Loss per Share The Company follows ASC 260, Earnings Per Share Recently Adopted Accounting Standards In August 2020, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 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). ASU 2020-06 reduces the number of accounting models for convertible debt instruments and convertible preferred stock. The accounting model for beneficial conversion features is removed. ASU 2020-06 is effective for public business entities that meet the definition of an SEC filer, excluding entities eligible to be smaller reporting companies as defined by the SEC, for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. An entity is not permitted to adopt the guidance in an interim period. The Company adopted the provisions of ASU 2020-06 effective January 1, 2023. |
Property and Equipment, Net
Property and Equipment, Net | 6 Months Ended |
Jun. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | 4. Property and Equipment, Net Property and equipment, net, of $749,225 and $525,855 as of June 30, 2023 and December 31, 2022, respectively, consisted entirely of machinery and equipment. June 30, December 31, Machinery and equipment 777,832 531,255 Less: Accumulated depreciation (28,607 ) (5,400 ) $ 749,225 $ 525,855 Depreciation expense for the three and six months ended June 30, 2023 was $13,077 and $23,207, respectively. The Company incurred no depreciation expense for the three and six months ended June 30, 2022. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 6 Months Ended |
Jun. 30, 2023 | |
Goodwill and Intangible Assets [Abstract] | |
Goodwill and Intangible Assets | 5. Goodwill and Intangible Assets The carrying value of goodwill was $0 and as of June 30, 2023 and $1,190,000 as of December 31, 2022, respectively. We fully impaired goodwill due to delays in implementing our business model, resulting in a $1,190,000 impairment charge for the three and six months ended June 30, 2023. The following tables summarize information relating to the Company’s identifiable intangible assets as of June 30, 2023 and December 31, 2022: June 30, 2023 Estimated Gross Accumulated Carrying Useful Life Amount Amortization Impairment Value Amortized Patent 120 months $ 873,263 $ (174,653 ) $ (698,610 ) $ - Internal use software 26 months 148,219 (17,102 ) - 131,117 Indefinite-lived In-process research and development 104 months 3,209,000 (254,567 ) (2,954,433 ) - Total identifiable intangible assets $ 4,230,482 $ (446,322 ) $ (3,653,043 ) $ 131,117 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 $131,260 and $245,659 for the three and six months ended June 30, 2023, respectively, and was $21,833 and $43,663 for the three and six months ended June 30, 2022, respectively. Years ending December 31, Amount 2023 (remainder of year) 34,206 2024 68,412 2025 28,499 131,117 |
Loans Receivable
Loans Receivable | 6 Months Ended |
Jun. 30, 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 condensed consolidated balance sheets as of June 30, 2023. |
Notes Payable
Notes Payable | 6 Months Ended |
Jun. 30, 2023 | |
Notes Payable [Abstract] | |
Notes Payable | 7. Notes Payable Between April and June 2023, the Company issued promissory notes to investors as part of a capital raising effort (the “Promissory Notes”). The Promissory Notes issued have a total principal amount of $686,896 and bear interest of 12%. The Promissory Notes mature two years after issuance, at which point repayment is due in full. In conjunction with the Promissory Notes, the Company also issued Warrants to purchase common shares of the Company (the “Common Shares”) to the same investors. The Company issued 2,540,550 warrants with an “Exercise Price” of $0.25. The Warrants shall be exercisable for four years from the issuance date. The Company has determined that the Warrants are classified as equity and are initially measured at fair value. The fair value of the Warrants was determined utilizing a Black-Scholes model considering all relevant assumptions at the dates of issuance, including the Company stock price ($0.13 for April subscription agreements, $0.09 for May subscription agreements, $0.12 for June subscription agreement), exercise price ($0.25), term (4 years), historical volatility (153%), and risk-free rate (3.8% for April subscription agreements, 3.6% and 3.7% for May subscription agreements for Mario Gobbo and a private investor, respectively, 4.0% for June subscription agreement). The grant date fair value of the Warrants was $179,026. The fair value of the Promissory Notes was $507,870. As the fair value of the Promissory Notes at the issuance date is less than the cash proceeds received, a debt discount on the Promissory Notes of $179,026 was also recorded. As of June 30, 2023, the carrying value of the Promissory Notes was $522,319 and the interest accrued was $13,345. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 8. Related Party Transactions 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 June 30, 2023, we have accrued $20,000 in interest expense on the loan. Of the $686,896 received in Promissory Notes with warrants mentioned in Note 7, $175,000 of the proceeds are from related parties (net of debt discount of $54,128). The Company received $100,000, $50,000, and $25,000 from Simon Langelier, Health Diplomats Pte Ltd, and Mario Gobbo, respectively. Mr. Langelier and Mr. Gobbo are directors of the Company. Dr. Delon Human is also a director of the Company and is the President of Health Diplomats Pte Ltd. The notes mature on April 17, 2025 and accrue interest at 12% per annum. In conjunction with the loans, the respective parties were issued warrants to purchase 454,500, 227,250, and 113,625 shares of common stock with an exercise price of $0.25 per share. The warrants expire on April 17, 2027. |
Shareholders_ Equity
Shareholders’ Equity | 6 Months Ended |
Jun. 30, 2023 | |
Shareholders’ Equity [Abstract] | |
Shareholders’ Equity | 9. Shareholders’ Equity From January to March 2022, the Company issued 458,334 shares of common stock for a total dollar value of $160,417 and accrued an additional $80,208 in common stock to be issued at a later date for a total dollar value of $240,625 in exchange for services. The Company also issued 550,000 shares of common stock for 2021 management performance bonuses, 185,529 shares of common stock for director compensation, and 1,000,000 shares of common stock for 2020 RSU grants vesting in January 2022, all of which were expensed over the RSU grant vesting period, incurring $140,815 of expense during the first quarter of 2022. From April to June 2022, the Company issued 220,500 shares of common stock for exercise of warrants for a total dollar value of $66,151 and 687,501 shares of common stock for a total dollar value of $240,626 in exchange for services. The Company also issued 1,000,000 shares of common stock related to director and management compensation which were expensed over the RSU grant vesting period, incurring $69,095 of expense during the second quarter of 2022. From January to March 2023, the Company issued 62,500 shares of common stock for a total dollar value of $21,875 for prior period services, 187,500 shares of common stock for a total dollar value of $65,626 for current period services, 777,932 shares of common stock for a total dollar value of $50,000 for vested RSUs for current period services, and 1,100,000 shares of common stock for a total dollar value of $197,890 for vested RSUs for prior period services. From April to June 2023, the Company issued 187,500 shares of common stock for current period services, as follows: 62,500 shares were issued at $0.091 per share for a total dollar value of $5,687, 62,500 shares were issued at $0.0909 per share for a total dollar value of $5,681, and 62,500 shares were issued at $0.1399 per share for a total dollar value of $8,744, all related to compensation to a consultant. The Company issued 802,000 shares of common stock for vested RSUs for current period services, as follows: 550,000 shares were issued at $0.098 per share for a total dollar value of $53,900, 187,000 shares were issued at $0.0995 per share for a total dollar value of $18,607, 10,000 shares were issued at $0.1088 per share for a total dollar value of $1,088, and 55,000 shares were issued at $0.115 per share for a total dollar value of $6,325, all relating to employee compensation. 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 six months ended June 30, 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 Granted 755,500 0.10 Vested (802,000 ) 0.12 Forfeited - - Outstanding at June 30, 2023 2,290,085 $ 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 Granted 510,000 0.35 Vested (1,135,000 ) 0.28 Forfeited (50,000 ) 0.17 Outstanding at June 30, 2022 1,258,985 $ 0.20 The total fair value of RSUs vested during the three and six months ending June 30, 2023 was $79,920 and $327,810, respectively. The total fair value of RSUs vested during the three and six months ending June 30, 2022 was $317,000 and $1,165,600, respectively. As of June 30, 2023 and 2022, there was $416,205 and $274,241, 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 $253,552 and $366,523 for the three and six months ending June 30, 2023, respectively. Stock-based compensation expense relating to RSU’s was $69,095 and $209,910 for the three and six months ending June 30, 2022, respectively. Stock-based compensation for the three months ending June 30, 2023 consisted of equity awards forfeited, granted and vested to employees, directors and consultants of the Company in the amount of $203,552, $50,000, and $0, respectively. Stock-based compensation for the six months ending June 30, 2023 consisted of equity awards forfeited, granted and vested to employees, directors and consultants of the Company in the amount of $219,480, $147,043, and $0, respectively. Expenses for stock-based compensation are included on the accompanying condensed consolidated statements of operations in general and administrative expense. Stock Option Awards A summary of the Company’s stock option activity for the six months ended June 30, 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 Granted and vested - - - - Forfeited - - - - Outstanding at June 30, 2023 8,500,000 $ 0.18 7.7 $ 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 Granted and vested - - - - Forfeited - - - - Outstanding at June 30, 2022 8,500,000 $ 0.18 8.7 $ 1,579,108 During the three and six months ended June 30, 2023 and 2022, the Company did not issue any stock options. Warrants During the six months ended June 30, 2023, the Company issued warrants with the option to purchase 2,540,550 common shares at an exercise price of $0.25 per share through a series of debt subscription agreements. Of these warrants, 1,295,250 expire on April 17, 2027, 336,300 expire on April 18, 2027, 113,625 expire on May 2, 2027, 568,125 expire on May 17, 2027, and 227,250 expire on June 5, 2027. The fair value of these warrants was $179,026, which was recorded to additional paid in capital during the quarter ended June 30, 2023. 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. 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. During the three and six months ended June 30, 2023, no warrants were exercised. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2023 | |
Income Taxes [Abstract] | |
Income Taxes | 10. 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 June 30, 2023 was 0.0%, |
Commitments & Contingencies
Commitments & Contingencies | 6 Months Ended |
Jun. 30, 2023 | |
Commitments & Contingencies [Abstract] | |
Commitments & Contingencies | 11. 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 condensed 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 | 6 Months Ended |
Jun. 30, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | 12. Subsequent Events On July 13, 2023 the Board of Directors adopted a unanimous Board consent in lieu of a meeting, amending the employment agreements of two company officers, Mr. Philip Blair Mullin, Chief Financial Officer, and Ms. Patricia Kovacevic, General Counsel Corporate Secretary and Head of External Affairs. Mr. Mullin’s employment term, subject to certain provisions in his respective employment agreement, is extended through July 10, 2025. Ms. Kovacevic’s employment term, subject to certain provisions in her respective employment agreement, is extended through July 1, 2025. On July 11, 2023, we sold 400,000 shares to a private investor at a price of $0.125 for gross proceeds of $50,000. On July 20, 2023, Philip B Mullin, Chief Financial Officer, exercised stock options to purchase 50,000 shares at a price of $0.16 for gross proceeds of $8,000. On August 16, 2023, the Company agreed to amend the Patent License and Equipment Rental Agreement with RedTape Core Partners LLC in order to remove the state of California from the five states included in the Agreement, along with concomitant reductions in upfront fees and an amendment to the upfront fee payment schedule. On August 18, 2023, the Company entered into a Patent License and Equipment Rental Agreement with Rubberrock, Inc. ("Rubberrock") for a term of five years, in which the Company licenses its proprietary CryoSift Separator TM TM |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation The accompanying condensed consolidated financial statements have been prepared in accordance with Generally Accepted Accounting Principles. The condensed consolidated financial statements include the accounts of the Cryomass Technologies Inc, Cryomass LLC, Cryomass California LLC, and 1304740 B.C. Unlimited Liability Company dba Cryomass Canada. 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 condensed 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 condensed consolidated financial statements, and the reported amounts of expenses during the reporting period. Significant estimates and assumptions reflected in these condensed 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 the assets 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 condensed 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 condensed 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 is recorded straight-line over the estimated useful life of the software. The software has a useful life of 26 months with amortization beginning on April 1, 2023. 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 26 Months |
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. |
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 |
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 condensed 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 condensed 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. Between April and June 2023, the Company issued Promissory Notes to investors as part of a capital raising effort. The Company has determined that the Warrants are classified as equity and are initially measured at fair value. The fair value of the Warrants was determined utilizing a Black-Scholes model considering all relevant assumptions at the dates of issuance. As the fair value of the Promissory Notes at the issuance date is less than the cash proceeds received, a debt discount on the Promissory Notes was also recorded. The debt discount will be amortized over the lives of the Promissory Notes using the effective interest method. |
Net Loss per Share | Net Loss per Share The Company follows ASC 260, Earnings Per Share |
Recently Adopted Accounting Standards | Recently Adopted Accounting Standards In August 2020, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 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). ASU 2020-06 reduces the number of accounting models for convertible debt instruments and convertible preferred stock. The accounting model for beneficial conversion features is removed. ASU 2020-06 is effective for public business entities that meet the definition of an SEC filer, excluding entities eligible to be smaller reporting companies as defined by the SEC, for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. An entity is not permitted to adopt the guidance in an interim period. The Company adopted the provisions of ASU 2020-06 effective January 1, 2023. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Schedule of Property and Equipment | 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 |
Schedule of Intangible Assets | 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 26 Months |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment, Net | Property and equipment, net, of $749,225 and $525,855 as of June 30, 2023 and December 31, 2022, respectively, consisted entirely of machinery and equipment. June 30, December 31, Machinery and equipment 777,832 531,255 Less: Accumulated depreciation (28,607 ) (5,400 ) $ 749,225 $ 525,855 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Goodwill and Intangible Assets [Abstract] | |
Schedule of Identifiable Intangible Assets | The following tables summarize information relating to the Company’s identifiable intangible assets as of June 30, 2023 and December 31, 2022: June 30, 2023 Estimated Gross Accumulated Carrying Useful Life Amount Amortization Impairment Value Amortized Patent 120 months $ 873,263 $ (174,653 ) $ (698,610 ) $ - Internal use software 26 months 148,219 (17,102 ) - 131,117 Indefinite-lived In-process research and development 104 months 3,209,000 (254,567 ) (2,954,433 ) - Total identifiable intangible assets $ 4,230,482 $ (446,322 ) $ (3,653,043 ) $ 131,117 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 | Amortization expense was $131,260 and $245,659 for the three and six months ended June 30, 2023, respectively, and was $21,833 and $43,663 for the three and six months ended June 30, 2022, respectively. Years ending December 31, Amount 2023 (remainder of year) 34,206 2024 68,412 2025 28,499 131,117 |
Shareholders_ Equity (Tables)
Shareholders’ Equity (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Shareholders’ Equity [Abstract] | |
Schedule of Company's RSU Award Activity | A summary of the Company’s RSU award activity for the six months ended June 30, 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 Granted 755,500 0.10 Vested (802,000 ) 0.12 Forfeited - - Outstanding at June 30, 2023 2,290,085 $ 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 Granted 510,000 0.35 Vested (1,135,000 ) 0.28 Forfeited (50,000 ) 0.17 Outstanding at June 30, 2022 1,258,985 $ 0.20 |
Schedule of Stock Options Activity | A summary of the Company’s stock option activity for the six months ended June 30, 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 Granted and vested - - - - Forfeited - - - - Outstanding at June 30, 2023 8,500,000 $ 0.18 7.7 $ 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 Granted and vested - - - - Forfeited - - - - Outstanding at June 30, 2022 8,500,000 $ 0.18 8.7 $ 1,579,108 |
Nature of the Business (Details
Nature of the Business (Details) - USD ($) | 1 Months Ended | |
Sep. 30, 2021 | Jun. 22, 2021 | |
Nature of the Business [Abstract] | ||
Plant material | $ 10,864,525 | |
Granted | $ 3,064,896 |
Going Concern Uncertainty, Fi_2
Going Concern Uncertainty, Financial Conditions and Management’s Plans (Details) | 6 Months Ended |
Jun. 30, 2023 USD ($) | |
Going Concern Uncertainty, Financial Conditions and Management’s Plans [Abstract] | |
Working deficit | $ 1,335,230 |
Cash balance | 316,267 |
Overhead costs | 4,200,000 |
Capital expenditures | 6,600,000 |
Cash for operating activities | 2,337,450 |
Incurred net loss | 7,960,332 |
Accumulated deficit | $ 46,971,860 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - shares | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 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 condensed consolidated financial statements. | |
Securities outstanding | 2,290,085 | 1,258,982 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Schedule of Property and Equipment | 6 Months Ended |
Jun. 30, 2023 | |
Computer equipment [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 3 years |
Computer equipment [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 5 years |
Furniture and fixtures [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 5 years |
Furniture and fixtures [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 7 years |
Machinery and equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 15 years |
Leasehold improvements [Member] | |
Property, Plant 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 | Jun. 30, 2023 | Apr. 30, 2023 | Dec. 31, 2022 |
Patent [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Estimated useful lives of intangible assets | 120 years | 120 months | 120 years |
In Process research and development [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Estimated useful lives of intangible assets | 104 months | ||
Internal use software [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Estimated useful lives of intangible assets | 26 years | 26 months |
Property and Equipment, Net (De
Property and Equipment, Net (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2023 | Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |||
Property and equipment, net | $ 749,225 | $ 749,225 | $ 525,855 |
Depreciation expense | $ 13,077 | $ 23,207 |
Property and Equipment, Net (_2
Property and Equipment, Net (Details) - Schedule of Property and Equipment, Net - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Schedule of Property and Equipment, Net [Abstract] | ||
Less: Accumulated depreciation | $ (28,607) | $ (5,400) |
Property and equipment, net | 749,225 | 525,855 |
Machinery and equipment [Member] | ||
Schedule of Property and Equipment, Net [Abstract] | ||
Property and equipment, gross | $ 777,832 | $ 531,255 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Goodwill and Intangible Assets [Abstract] | |||||
Goodwill | $ 0 | $ 0 | $ 1,190,000 | ||
Impairment charge | 1,190,000 | 1,190,000 | |||
Amortization expense | $ 131,260 | $ 21,833 | $ 245,659 | $ 43,663 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets (Details) - Schedule of Identifiable Intangible Assets - USD ($) | 6 Months Ended | ||
Jun. 30, 2023 | Apr. 30, 2023 | Dec. 31, 2022 | |
Amortized | |||
Amortized intangible assets, Gross Amount | $ 4,230,482 | $ 4,181,246 | |
Amortized intangible assets, Accumulated Amortization | (446,322) | (200,664) | |
Amortized intangible assets, Impairment | (3,653,043) | ||
Amortized intangible assets, Carrying Value | $ 131,117 | $ 3,980,582 | |
Patent [Member] | |||
Amortized | |||
Amortized intangible assets, Estimated Useful Life (Years) | 120 years | 120 months | 120 years |
Amortized intangible assets, Gross Amount | $ 873,263 | $ 873,263 | |
Amortized intangible assets, Accumulated Amortization | (174,653) | (130,989) | |
Amortized intangible assets, Impairment | $ (698,610) | ||
Amortized intangible assets, Carrying Value | $ 742,274 | ||
Internal use software [Member] | |||
Amortized | |||
Amortized intangible assets, Estimated Useful Life (Years) | 26 years | 26 months | |
Amortized intangible assets, Gross Amount | $ 148,219 | $ 98,983 | |
Amortized intangible assets, Accumulated Amortization | (17,102) | ||
Amortized intangible assets, Carrying Value | $ 131,117 | $ 98,983 | |
In-process Research and Development [Member] | |||
Amortized | |||
Amortized intangible assets, Estimated Useful Life (Years) | 104 years | 104 years | |
Amortized intangible assets, Gross Amount | $ 3,209,000 | $ 3,209,000 | |
Amortized intangible assets, Accumulated Amortization | (254,567) | (69,675) | |
Amortized intangible assets, Impairment | $ (2,954,433) | ||
Amortized intangible assets, Carrying Value | $ 3,139,325 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets (Details) - Schedule of Amortization Expense - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | ||
2023 (remainder of year) | $ 34,206 | |
2024 | 68,412 | |
2025 | 28,499 | |
Total amortization expense | $ 131,117 | $ 3,980,582 |
Loans Receivable (Details)
Loans Receivable (Details) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Loan Receivable [Abstract] | ||
Promissory note due | $ 6,600,000 | |
Net realizable shares (in Shares) | 3,600,000 | |
Additional loans | $ 618,831 |
Notes Payable (Details)
Notes Payable (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Jun. 30, 2023 | Dec. 31, 2021 | |
Notes Payable [Line Items] | |||
Total principal amount | $ 686,896 | ||
Bear interest | 12% | 12% | |
Exercise price (in Dollars per share) | $ 0.25 | $ 0.4 | |
Subscriptions agreements description | The fair value of the Warrants was determined utilizing a Black-Scholes model considering all relevant assumptions at the dates of issuance, including the Company stock price ($0.13 for April subscription agreements, $0.09 for May subscription agreements, $0.12 for June subscription agreement), exercise price ($0.25), term (4 years), historical volatility (153%), and risk-free rate (3.8% for April subscription agreements, 3.6% and 3.7% for May subscription agreements for Mario Gobbo and a private investor, respectively, 4.0% for June subscription agreement). | ||
Fair value of warrants | $ 179,026 | ||
Fair value of promissory notes | 507,870 | ||
Debt discount | $ 179,026 | 179,026 | |
Carrying value of promissory notes | $ 522,319 | 522,319 | |
Interest accrued | $ 13,345 | ||
Warrant [Member] | |||
Notes Payable [Line Items] | |||
Issued of warrants share (in Shares) | 2,540,550 | 2,540,550 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 6 Months Ended | |
Sep. 15, 2022 | Jun. 30, 2023 | |
Related Party Transactions [Line Items] | ||
Loan agreement | $ 2,000,000 | |
Accrued interest | 12% | 12% |
Accrued interest expense | $ 20,000 | |
Promissory notes amount | 686,896 | |
Proceeds from related parties | 175,000 | |
Net debt discount | $ 54,128 | |
Matures date | Apr. 17, 2025 | |
Exercise price per share (in Dollars per share) | $ 0.25 | |
Warrant [Member] | ||
Related Party Transactions [Line Items] | ||
Matures date | Apr. 17, 2027 | |
CRYM Co-Invest [Member] | ||
Related Party Transactions [Line Items] | ||
Beneficial owner investment control percentage | 23.10% | |
Simon Langelier [Member] | ||
Related Party Transactions [Line Items] | ||
Proceeds from related parties | $ 100,000 | |
Common stock shares (in Shares) | 454,500 | |
Health Diplomats Pte Ltd [Member] | ||
Related Party Transactions [Line Items] | ||
Proceeds from related parties | $ 50,000 | |
Common stock shares (in Shares) | 227,250 | |
Mario Gobbo [Member] | ||
Related Party Transactions [Line Items] | ||
Proceeds from related parties | $ 25,000 | |
Common stock shares (in Shares) | 113,625 |
Shareholders_ Equity (Details)
Shareholders’ Equity (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||
Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | |
Shareholders’ Equity [Line Items] | ||||||||
Conversion of common stock description | the Company issued 187,500 shares of common stock for current period services, as follows: 62,500 shares were issued at $0.091 per share for a total dollar value of $5,687, 62,500 shares were issued at $0.0909 per share for a total dollar value of $5,681, and 62,500 shares were issued at $0.1399 per share for a total dollar value of $8,744, all related to compensation to a consultant. The Company issued 802,000 shares of common stock for vested RSUs for current period services, as follows: 550,000 shares were issued at $0.098 per share for a total dollar value of $53,900, 187,000 shares were issued at $0.0995 per share for a total dollar value of $18,607, 10,000 shares were issued at $0.1088 per share for a total dollar value of $1,088, and 55,000 shares were issued at $0.115 per share for a total dollar value of $6,325, all relating to employee compensation. | the Company issued 62,500 shares of common stock for a total dollar value of $21,875 for prior period services, 187,500 shares of common stock for a total dollar value of $65,626 for current period services, 777,932 shares of common stock for a total dollar value of $50,000 for vested RSUs for current period services, and 1,100,000 shares of common stock for a total dollar value of $197,890 for vested RSUs for prior period services. | the Company issued 458,334 shares of common stock for a total dollar value of $160,417 and accrued an additional $80,208 in common stock to be issued at a later date for a total dollar value of $240,625 in exchange for services. The Company also issued 550,000 shares of common stock for 2021 management performance bonuses, 185,529 shares of common stock for director compensation, and 1,000,000 shares of common stock for 2020 RSU grants vesting in January 2022, all of which were expensed over the RSU grant vesting period, incurring $140,815 of expense during the first quarter of 2022. | |||||
Warrants shares | 2,540,550 | 220,500 | 2,540,550 | 220,500 | 73,950,000 | |||
Common stock shares | 687,501 | |||||||
Common stock in exchange for services | 240,626 | |||||||
Issuance of common stock shares | 1,000,000 | |||||||
Incurred expense (in Dollars) | $ 69,095 | |||||||
Fair value of RSU’s vested (in Dollars) | $ 79,920 | $ 317,000 | $ 327,810 | $ 1,165,600 | ||||
Unrecognized stock based compensation (in Dollars) | 416,205 | 274,241 | ||||||
Stock-based compensation expense (in Dollars) | 209,910 | |||||||
Exercise price (in Dollars per share) | $ 0.25 | $ 0.4 | ||||||
Additional paid in capital (in Dollars) | 44,011,514 | $ 44,011,514 | $ 43,163,579 | |||||
Warrant [Member] | ||||||||
Shareholders’ Equity [Line Items] | ||||||||
Common stock shares | 66,151 | |||||||
March 31, 2023 [Member] | ||||||||
Shareholders’ Equity [Line Items] | ||||||||
Warrants expire | 1,295,250 | 15,000,000 | ||||||
April 18, 2027 [Member] | ||||||||
Shareholders’ Equity [Line Items] | ||||||||
Warrants expire | 336,300 | |||||||
May 2, 2027 [Member] | ||||||||
Shareholders’ Equity [Line Items] | ||||||||
Warrants expire | 113,625 | |||||||
May 17, 2027 [Member] | ||||||||
Shareholders’ Equity [Line Items] | ||||||||
Warrants expire | 568,125 | |||||||
June 5, 2027 [Member] | ||||||||
Shareholders’ Equity [Line Items] | ||||||||
Warrants expire | 227,250 | |||||||
April 30, 2023 [Member] | ||||||||
Shareholders’ Equity [Line Items] | ||||||||
Warrants expire | 9,500,000 | |||||||
September 17, 2023 [Member] | ||||||||
Shareholders’ Equity [Line Items] | ||||||||
Warrants expire | 1,000,000 | |||||||
October 15, 2023 [Member] | ||||||||
Shareholders’ Equity [Line Items] | ||||||||
Warrants expire | 9,000,000 | |||||||
October 26, 2023 [Member] | ||||||||
Shareholders’ Equity [Line Items] | ||||||||
Warrants expire | 9,510,000 | |||||||
November 2, 2023 [Member] | ||||||||
Shareholders’ Equity [Line Items] | ||||||||
Warrants expire | 190,000 | |||||||
November 10, 2023 [Member] | ||||||||
Shareholders’ Equity [Line Items] | ||||||||
Warrants expire | 4,560,000 | |||||||
November 15, 2023 [Member] | ||||||||
Shareholders’ Equity [Line Items] | ||||||||
Warrants expire | 1,940,000 | |||||||
November 17, 2023 [Member] | ||||||||
Shareholders’ Equity [Line Items] | ||||||||
Warrants expire | 750,000 | |||||||
November 10, 2024 [Member] | ||||||||
Shareholders’ Equity [Line Items] | ||||||||
Warrants expire | 22,500,000 | |||||||
Employees [Member] | ||||||||
Shareholders’ Equity [Line Items] | ||||||||
Stock-based compensation consisted of equity awards granted and vested (in Dollars) | 203,552 | $ 219,480 | ||||||
Director [Member] | ||||||||
Shareholders’ Equity [Line Items] | ||||||||
Stock-based compensation consisted of equity awards granted and vested (in Dollars) | 50,000 | 147,043 | ||||||
Consultants [Member] | ||||||||
Shareholders’ Equity [Line Items] | ||||||||
Stock-based compensation consisted of equity awards granted and vested (in Dollars) | 0 | 0 | ||||||
Stock Option Awards [Member] | ||||||||
Shareholders’ Equity [Line Items] | ||||||||
Additional paid in capital (in Dollars) | 179,026 | 179,026 | $ 1,867,960 | |||||
Restricted Stock [Member] | ||||||||
Shareholders’ Equity [Line Items] | ||||||||
Stock-based compensation expense (in Dollars) | $ 253,552 | $ 69,095 | $ 366,523 | $ 209,910 |
Shareholders_ Equity (Details)
Shareholders’ Equity (Details) - Schedule of Company's RSU Award Activity - $ / shares | 3 Months Ended | |||
Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2022 | Mar. 30, 2022 | |
Restricted Stock Units [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Restricted Stock Units, Outstanding, Beginning | 2,336,585 | 1,453,857 | 2,200,003 | |
Restricted Stock Units, Granted | 755,500 | 2,760,660 | 510,000 | 1,469,511 |
Restricted Stock Units, Vested | (802,000) | (1,877,932) | (1,135,000) | (1,735,529) |
Restricted Stock Units, Forfeited | (50,000) | |||
Restricted Stock Units, Outstanding, Ending | 2,290,085 | 2,336,585 | 1,258,985 | 1,933,985 |
Weighted Average Grant Date Fair Value [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Weighted Average Grant Date Fair Value, Outstanding, Beginning | $ 0.21 | $ 0.3 | $ 0.45 | |
Weighted Average Grant Date Fair Value, Granted | 0.1 | 0.17 | $ 0.35 | 0.27 |
Weighted Average Grant Date Fair Value, Vested | 0.12 | 0.23 | 0.28 | 0.49 |
Weighted Average Grant Date Fair Value, Forfeited | 0.17 | |||
Weighted Average Grant Date Fair Value, Outstanding, Ending | $ 0.21 | $ 0.21 | $ 0.2 | $ 0.27 |
Shareholders_ Equity (Details_2
Shareholders’ Equity (Details) - Schedule of Stock Options Activity - USD ($) | 3 Months Ended | |||
Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2022 | Mar. 30, 2022 | |
Stock Option Shares [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Stock Option Shares, Outstanding, Beginning | 8,500,000 | 8,500,000 | 8,500,000 | |
Stock Option Shares, Granted and vested | ||||
Stock Option Shares, Forfeited | ||||
Stock Option Shares, Outstanding, Ending | 8,500,000 | 8,500,000 | 8,500,000 | 8,500,000 |
Weighted Average Exercise Price [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Weighted Average Exercise Price, Outstanding, Beginning | $ 0.18 | $ 0.18 | $ 0.18 | |
Weighted Average Exercise Price, Granted and vested | ||||
Weighted Average Exercise Price, Forfeited | ||||
Weighted Average Exercise Price, Outstanding, Ending | $ 0.18 | $ 0.18 | $ 0.18 | $ 0.18 |
Weighted Average Remaining Contractual Term [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Weighted Average Remaining Contractual Term, Outstanding, Beginning | 8 years | 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, Ending | 7 years 8 months 12 days | 8 years | 8 years 8 months 12 days | 9 years |
Aggregate Intrinsic Value [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Aggregate Intrinsic Value, Outstanding, Beginning | $ 1,579,108 | $ 1,579,108 | $ 1,579,108 | |
Aggregate Intrinsic Value, Granted and vested | ||||
Aggregate Intrinsic Value, Forfeited | ||||
Aggregate Intrinsic Value, Outstanding, Ending | $ 1,579,108 | $ 1,579,108 | $ 1,579,108 | $ 1,579,108 |
Income Taxes (Details)
Income Taxes (Details) | 3 Months Ended |
Jun. 30, 2023 | |
Income Taxes [Abstract] | |
Effective tax rate | 0% |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event [Member] - USD ($) | 1 Months Ended | ||
Jul. 20, 2023 | Jul. 11, 2023 | Aug. 18, 2023 | |
Subsequent Event [Line Items] | |||
Number of shares issued (in Shares) | 400,000 | ||
Share price (in Dollars per share) | $ 0.125 | ||
Gross proceeds | $ 8,000 | $ 50,000 | |
License fees | $ 750,000 | ||
Revenues percentage | 25% | ||
Simon Langelier [Member] | |||
Subsequent Event [Line Items] | |||
Number of shares issued (in Shares) | 50,000 | ||
Share price (in Dollars per share) | $ 0.16 |