Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2023 | May 09, 2023 | |
Cover [Abstract] | ||
Entity Registrant Name | SALONA GLOBAL MEDICAL DEVICE CORPORATION | |
Entity Central Index Key | 0001617765 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2023 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --02-28 | |
Document Quarterly Report | true | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Common Stock, Shares Outstanding | 54,299,108 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2023 | |
Entity Emerging Growth Company | true | |
Entity Small Business | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Interactive Data Current | Yes | |
Document Transition Report | false | |
Entity File Number | 333-266806 | |
Entity Tax Identification Number | 00-0000000 | |
Entity Incorporation, State or Country Code | A1 | |
Entity Address, Address Line One | 6160 Innovation Way | |
Entity Address, City or Town | Carlsbad | |
City Area Code | 800 | |
Local Phone Number | 760-6826 | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 92009 |
Unaudited Interim Condensed Con
Unaudited Interim Condensed Consolidated Balance Sheets - CAD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Assets | ||
Cash and cash equivalents | $ 2,343,417 | $ 1,928,464 |
Restricted cash | 1,353,300 | 0 |
Accounts receivable, net | 7,435,154 | 6,353,275 |
Inventories, net | 6,693,780 | 8,102,626 |
Prepaid expenses and other receivables | 321,423 | 216,489 |
Total current assets | 18,147,074 | 16,600,854 |
Security deposit | 565,739 | 566,198 |
Long-term accounts receivable | 171,869 | 189,616 |
Long-term prepaid expenses and other receivables | 273,602 | 441,025 |
Property and equipment, net | 3,306,006 | 3,399,898 |
Right-of-use assets, net | 7,763,724 | 7,781,300 |
Intangible assets, net | 9,025,616 | 9,376,162 |
Goodwill | 13,695,194 | 13,695,194 |
Total assets | 52,948,824 | 52,050,247 |
Liabilities | ||
Line of credit | 8,081,745 | 5,162,711 |
Accounts payable and accrued liabilities | 6,122,494 | 6,641,181 |
Current portion of debt | 198,274 | 195,489 |
Current portion of lease liability | 964,971 | 847,253 |
Other liabilities | 1,335,175 | 1,807,702 |
Obligation for payment of earn-out consideration | 15,701,831 | 15,506,531 |
Total current liabilities | 32,404,490 | 30,160,867 |
Debt, net of current portion | 531,621 | 574,515 |
Lease liability, net of current portion | 6,006,942 | 5,983,333 |
Total liabilities | 38,943,053 | 36,718,715 |
Stockholders' equity | ||
Common stock, value | 38,970,199 | 38,767,442 |
Additional paid-in-capital | 8,472,908 | 8,072,610 |
Accumulated other comprehensive income | 1,646,009 | 1,688,452 |
Deficit | (50,924,030) | (49,261,286) |
Total stockholders' equity | 14,005,771 | 15,331,532 |
Total liabilities and stockholders' equity | 52,948,824 | 52,050,247 |
Class A Common stock [Member] | ||
Stockholders' equity | ||
Common stock, value | 11,097,512 | 1,800,064 |
Common stock to be issued [Member] | ||
Stockholders' equity | ||
Common stock, value | 47,168 | 0 |
Class A Shares to be issued [Member] | ||
Stockholders' equity | ||
Common stock, value | $ 4,696,005 | $ 14,264,250 |
Unaudited Interim Condensed C_2
Unaudited Interim Condensed Consolidated Balance Sheets (Parentheticals) - Common Stock [Member] - $ / shares | Mar. 31, 2023 | Dec. 31, 2022 |
Common stock, No par value | $ 0 | $ 0 |
Common stock, shares issued | 54,151,709 | 53,707,780 |
Common stock, shares outstanding | 54,151,709 | 53,707,780 |
Class A [Member] | ||
Common stock, No par value | $ 0 | $ 0 |
Common stock, shares issued | 15,717,656 | 3,403,925 |
Common stock, shares outstanding | 15,717,656 | 3,403,925 |
Common stock to be issued [Member] | ||
Common stock, shares issued | 147,400 | 0 |
Common stock, shares outstanding | 147,400 | 0 |
Class A Shares to be issued [Member] | ||
Common stock, shares issued | 6,261,340 | 19,019,000 |
Common stock, shares outstanding | 6,261,340 | 19,019,000 |
Unaudited Interim Condensed C_3
Unaudited Interim Condensed Consolidated Statements of Operations and Comprehensive Loss - CAD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Income Statement [Abstract] | ||
Revenue | $ 10,683,229 | $ 8,668,415 |
Cost of revenue | ||
Direct service personnel | 1,825,755 | 1,430,939 |
Direct material costs | 4,426,091 | 3,715,608 |
Other direct costs | 335,524 | 295,008 |
Total cost of revenue | 6,587,370 | 5,441,555 |
Gross profit | 4,095,859 | 3,226,860 |
Operating expenses | ||
Selling, general, and administrative | 3,875,214 | 2,573,552 |
Depreciation of property and equipment | 184,264 | 69,123 |
Amortization of right-of-use assets | 381,833 | 86,425 |
Amortization of intangible assets | 350,546 | 214,981 |
Total operating expenses | 4,791,857 | 2,944,081 |
Net operating (loss) gain | (695,998) | 282,779 |
Interest expense | (278,086) | (120,454) |
Foreign currency exchange gain (loss) | 1,528 | (4,173) |
Other income | 133 | 45 |
Provision for impairment | 0 | (5,520,522) |
Change in fair value of contingent consideration | (195,300) | 5,853,701 |
Transaction costs | (458,771) | (1,199,120) |
Net loss before taxes | (1,626,494) | (707,744) |
Provision for income taxes | (36,250) | 114,110 |
Net loss | (1,662,744) | (593,634) |
Other comprehensive loss | ||
Foreign currency translation gain | (42,443) | 696,969 |
Comprehensive (loss) gain | $ (1,705,187) | $ 103,335 |
Net loss per share | ||
Earnings Per Share, Basic | $ (0.03) | $ (0.01) |
Earnings Per Share, Diluted | $ (0.03) | $ (0.01) |
Weighted average number of common stock and Class A shares outstanding, basic | 62,384,871 | 50,020,087 |
Weighted average number of common stock and Class A shares outstanding, diluted | 62,384,871 | 50,020,087 |
Unaudited Interim Condensed C_4
Unaudited Interim Condensed Consolidated Statements of Stockholder's Equity - CAD ($) | Common Stock [Member] | Common Stock [Member] Common Class A [Member] | Common Stock [Member] Common stock to be issued [Member] | Common Stock [Member] Class A Shares to be issued [Member] | Additional paid-in capital [Member] | Accumulated other comprehensive income [Member] | Deficit [Member] | Total |
Balance at Dec. 31, 2021 | $ 36,552,873 | $ 480,479 | $ 0 | $ 0 | $ 4,334,251 | $ 547,173 | $ (33,153,575) | $ 8,761,201 |
Balance (in shares) at Dec. 31, 2021 | 44,790,162 | 1,355,425 | 0 | 0 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Stock based compensation | 438,569 | 438,569 | ||||||
Shares issued on financing, net | $ 2,253,482 | 2,008,468 | 4,261,950 | |||||
Shares issued on financing, net (in shares) | 7,749,000 | |||||||
Share issuance costs | $ (760,258) | 203,819 | (556,439) | |||||
Foreign currency translation gain | 696,969 | 696,969 | ||||||
Net loss for the period | (593,634) | (593,634) | ||||||
Balance at Mar. 31, 2022 | $ 38,046,097 | $ 480,479 | $ 0 | $ 0 | 6,985,107 | 1,244,142 | (33,747,209) | 13,008,616 |
Balance (in shares) at Mar. 31, 2022 | 52,539,162 | 1,355,425 | 0 | 0 | ||||
Balance at Dec. 31, 2022 | $ 38,767,442 | $ 1,800,064 | $ 0 | $ 14,264,250 | 8,072,610 | 1,688,452 | (49,261,286) | 15,331,532 |
Balance (in shares) at Dec. 31, 2022 | 53,707,780 | 3,403,925 | 0 | 19,019,000 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Stock based compensation | 345,524 | 345,524 | ||||||
Shares issued on exercise of options | $ 147,400 | (13,266) | $ 33,902 | |||||
Shares issued on exercise of options (in shares) | 47,168 | 147,400 | ||||||
Shares to be issued related to acquisition of SDP | $ 4,686,005 | |||||||
Shares to be issued related to acquisition of SDP (in shares) | 12,900,660 | |||||||
Shares issued related to acquisition of SDP | $ 9,568,245 | $ (9,568,245) | ||||||
Shares issued related to acquisition of SDP (in shares) | 12,757,660 | (12,757,660) | ||||||
Class A Shares exchanged for common shares | $ 202,757 | $ (270,797) | 68,040 | |||||
Class A Shares exchanged for common shares (in shares) | 443,929 | (443,929) | ||||||
Foreign currency translation gain | (42,443) | $ (42,443) | ||||||
Net loss for the period | (1,662,744) | (1,662,744) | ||||||
Balance at Mar. 31, 2023 | $ 38,970,199 | $ 11,097,512 | $ 47,168 | $ 4,696,005 | $ 8,472,908 | $ 1,646,009 | $ (50,924,030) | $ 14,005,771 |
Balance (in shares) at Mar. 31, 2023 | 54,151,709 | 15,717,656 | 147,400 | 6,261,340 |
Unaudited Interim Condensed C_5
Unaudited Interim Condensed Consolidated Statements of Cash Flows - CAD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Operating activities | ||
Net loss | $ (1,662,744) | $ (593,634) |
Non-cash items: | ||
Depreciation and amortization | 916,643 | 370,529 |
Interest accretion on lease liability | 104,660 | 56,246 |
Stock based compensation | 345,524 | 438,569 |
Change in fair value of contingent consideration | 195,300 | (5,853,701) |
Provision for impairment | 0 | 5,520,522 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (1,159,719) | (1,005,340) |
Deferred income tax recovery | 0 | (114,110) |
Prepaid expenses and other receivables | 304,710 | (412,970) |
Inventories | 1,371,515 | (610,478) |
Long-term accounts receivable | 17,584 | 0 |
Long-term prepaids and other receivables | (273,461) | 0 |
Accounts payable and accrued liabilities | (513,090) | 521,117 |
Other liabilities | (470,826) | 458,552 |
Net cash used in operating activities | (823,904) | (1,224,698) |
Investing activities | ||
Cash received on acquisition of Mio-Guard | 0 | 3,363 |
Acquisition of property and equipment | (93,232) | (23,200) |
Acquisition of Mio-Guard | 0 | (572,400) |
Net cash used in investing activities | (93,232) | (592,237) |
Financing activities | ||
Repayment of long-term debt, net | (39,463) | (42,058) |
Proceeds from line of credit, net | 2,921,717 | 1,002,338 |
Proceeds from issuance of shares | 0 | 4,261,950 |
Share issuance costs | 0 | (556,439) |
Proceeds from exercise of stock options | 33,902 | 0 |
Lease payments | (338,590) | (113,807) |
Net cash provided by financing activities | 2,577,566 | 4,551,984 |
Effect of foreign exchange rates on cash | 107,823 | 23,552 |
Increase in cash and cash equivalents and restricted cash | 1,660,430 | 2,735,048 |
Cash and cash equivalents, and restricted cash, opening | 1,928,464 | 4,466,230 |
Cash and cash equivalents, and restricted cash, closing | 3,696,717 | 7,224,831 |
Supplementary information: | ||
Interest paid | 173,426 | 64,208 |
Income taxes paid | 0 | 0 |
Common stock issued for debt | 0 | 0 |
Restricted cash included in the closing balance above | $ 1,353,300 | $ 0 |
Description of the business
Description of the business | 3 Months Ended |
Mar. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of the business [Text Block] | 1. Description of the business Salona Global Medical Device Corporation (formerly known as Brattle Street Investment Corp.) ("the Company," "us," "our," "Salona," "Salona Global," or the "Company"), is a publicly traded company listed on the TSX Venture Exchange (the "Exchange" or "TSXV"). The Company is an acquisition oriented, US-based and revenue generating medical device technology company focused on human performance and rehabilitative solutions. The Company aims to acquire small to midsize US and internationally based medical device products and companies with the goal of expanding sales and improving operations. The Company's aim is to create a large, broad-based medical device company with global reach. The Company was incorporated under the Canada Business Corporations Act On May 21, 2021, the Company acquired South Dakota Partners Inc. ("SDP"). On September 30, 2021, the Company acquired Simbex, LLC ("Simbex"). On November 28, 2021, the Company launched a new U.S. sales subsidiary called ALG Health Plus, LLC ("Health Plus"). On March 11, 2022, the Company acquired Mio-Guard, LLC ("Mio-Guard"). On September 23, 2022, the Company acquired DaMar Plastics Manufacturing Inc. ("DaMar"). On December 14, 2022, the Board of Directors of the Company approved a change to its fiscal year from February 28 to December 31. The Company's fiscal year now begins on January 1 and ends on December 31 of each year, starting on January 1, 2023. On March 15, 2023, the Company entered into a stock purchase agreement providing for the acquisition of all of the capital stock of Biodex Medical Systems, Inc. ("Biodex"), which consists principally of the Biodex Physical Medicine business. The Purchase Agreement replaces the previously disclosed asset purchase agreement covering the same business that was first announced on August 15, 2022. The Company completed the Acquisition on April 3, 2023. The purchase agreement provides that the Company shall purchase all of the capital stock of Biodex in consideration for a total of US $8 million in cash, minus indebtedness, transaction expenses and plus or minus a working capital adjustment, payable as follows: (i) a closing payment to the Sellers of US $1,000,000 in cash, and (ii) three installment payments totaling US $7 million, plus or minus the post-closing adjustment, as follows: US $2 million on July 1, 2023, US $3 million on October 1, 2023, plus or minus the Post-Closing Adjustment, and US $2 million on January 1, 2024. The payment of the installment payments is guaranteed by the Company and is secured by the pledge of the Biodex capital stock as security to Seller, pursuant to the terms of a promissory note. |
Basis of presentation and going
Basis of presentation and going concern | 3 Months Ended |
Mar. 31, 2023 | |
Basis of presentation and going concern [Abstract] | |
Basis of presentation and going concern [Text Block] | 2. Basis of presentation and going concern The accompanying unaudited interim condensed consolidated financial statements were prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission (the "SEC") and in conformity with accounting principles generally accepted in the United States of America ("U.S. GAAP") for interim financial information and the instructions to Form 10-Q and Article 10 of Regulation S-X. The information furnished herein reflects all adjustments, consisting only of normal recurring adjustments, which in the opinion of management, are necessary to fairly state the Company's financial position, the results of its operations, and cash flows for the periods presented. Certain information and footnote disclosures normally present in annual financial statements prepared in accordance with U.S. GAAP were omitted pursuant to such rules and regulations. The financial information contained in this report should be read in conjunction with the Company's Transition Report on Form 10-KT for the transition period ended December 31, 2022, that the Company filed on April 3, 2023. Functional and presentation currency These unaudited interim condensed consolidated financial statements are expressed in Canadian dollars unless otherwise stated. The functional currency of the Company is Canadian dollars, and the functional currency of its subsidiaries Inspira Financial Company, Inspira SaaS Billing, Inc., 1077863 B.C., Ltd, Simbex, LLC, ALG Health Plus, LLC, SDP, DaMar Plastics Manufacturing, Inc. and Mio-Guard, LLC and the wholly owned holding company subsidiaries noted below is US dollars. Going Concern The Company evaluated whether there are any conditions and events, considered in the aggregate, that raise substantial doubt about its ability to continue as a going concern within one year after the date the onsolidated financial statements are issued. The Company has incurred recurring losses from operations, has negative cash flows from operating activities, and has an accumulated deficit as of March 31, 2023. The Company believes that its cash and other available resources may not be sufficient to meet its operating needs and the payment of obligations related to various business acquisitions as they come due within one year after the date the unaudited interim condensed consolidated financial statements are issued. To alleviate these conditions, the Company is currently in the process of potentially raising funds through a debt financing and a subsequent public offering in the United States. As the Company's funding activities are ongoing, there can be no assurances that the Company will be able to secure funding on terms that are acceptable to the Company or at all. These conditions, along with the matters noted above, raise substantial doubt about the Company's ability to continue as a going concern within one year after the date the financial statements are issued. While management has developed and is in process to implement plans that management believes could alleviate in the future the substantial doubt that was raised, management concluded at the date of the issuance of the unaudited interim condensed consolidated financial statements that substantial doubt exists as those plans are not completely within the control of management. These consolidated financial statements do not reflect the adjustments to the carrying values of assets and liabilities and the reported expenses and consolidated balance sheets classifications that would be necessary if the Company were unable to realize its assets and settle its liabilities as a going concern in the normal course of operations. Such adjustments could be material. |
Significant accounting policies
Significant accounting policies | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Significant accounting policies [Text Block] | 3. Significant accounting policies a) Basis of consolidation These statements consolidate the accounts of the Company and its wholly owned operating subsidiaries, namely, Simbex, LLC ("Simbex"), ALG Health Plus, LLC ("Health Plus"), South Dakota Partners Inc. ("SDP"), Inspira Financial Company, Mio-Guard, LLC ("Mio-Guard"), DaMar Plastics Manufacturing Inc. ("DaMar"), and 1077863 B.C., Ltd. Additionally, these statements consolidate the Company's wholly owned holding company subsidiaries, namely, Pan Novus Hospital Sales Group, LLC, Brattle Acquisition I Corp., Simbex Acquisition Parent I Corporation, Simbex Acquisition Parent Corporation, Mio-Tech Parent LLC, and DaMar Acquisition Corporation. The Company owns 100% of all its subsidiaries. Intercompany balances and transactions are eliminated upon consolidation. b) Basis of measurement The consolidated financial statements of the Company have been prepared on a historical cost basis except contingent consideration which are carried at fair value. c) Use of estimates The preparation of consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions. The Company bases its estimates and assumptions on current facts, historical experience, and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. This applies to useful lives of non-current assets, impairment of non-current assets, including goodwill and intangible assets, valuation of stock-based compensation, allowance for doubtful accounts, provisions for inventory, valuation allowance for deferred tax assets, the purchase price accounting of the businesses that the Company has acquired, including the acquisition date fair value of the identifiable assets and liabilities acquired, the fair value of contingent consideration as well as the associated remeasurement of earnouts, and assessment of going concern. The actual results experienced by the Company may differ materially and adversely from the Company's estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected. d) Operating segments An operating segment is a component of the Company that engages in business activities from which it may earn revenues and incur expenses, including revenues and expenses that relate to transactions with any of the Company's other components. The segment operating results are reviewed regularly by the Company's CEO to make decisions about resources to be allocated to the segment and assess its performance, and for which discrete financial information is available. As of March 31, 2023, the Company has one segment, healthcare operations, which includes production, design, development, and sale of medical devices to businesses in the United States. Assets, liabilities, revenues and expenses from this segment are disclosed in the consolidated balance sheets and statements of operations and comprehensive loss. e) Fair value of financial instruments The Company's financial instruments consist principally of cash and cash equivalents, restricted cash, accounts receivable, security deposit, accounts payable and accrued liabilities, line of credit, debt, contingent consideration payable, lease liabilities and other liabilities. Financial Accounting Standards Board ("FASB") Accounting Standards Codification (ASC) Topic 820, Fair Value Measurements and Disclosures Financial Instruments The carrying amounts reported in the consolidated balance sheets for receivables and current liabilities each qualify as financial instruments and are a reasonable estimate of their fair values because of the short period of time between the origination of such instruments and their expected realization, low risk of counterparty default and their current market rate of interest. The three levels of valuation hierarchy are defined as follows: Level 1 - Quoted prices in active markets for identical assets or liabilities. Level 2 - Inputs, other than Level 1, that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets and liabilities. Assets and liabilities are classified based on the lowest level of input that is significant to the fair value measurements. The Company reviews the fair value hierarchy classification on a quarterly basis. Changes in the ability to observe valuation inputs may result in a reclassification of levels for certain assets or liabilities within the fair value hierarchy. The Company did not have any transfers of assets and liabilities between the levels of the fair value measurement hierarchy during the periods presented. As of March 31, 2023, and December 31, 2022, respectively, the Company did not identify any financial assets and liabilities other than contingent considerations resulting from the Simbex, ALG, DaMar, and Mio-Guard acquisitions, that would be required to be presented on the consolidated balance sheet at fair value. f) Revenue recognition Revenue comprises goods and services provided to the Company's contracted customers and sales-based royalties charged by the Company to licensees of the Intellectual Property (IP) developed by the Company. In accordance with ASC 606 - Revenue from Contracts with Customers, The principles in ASC 606 are applied using the following five steps: 1. Identify the contract with a customer; 2. Identify the performance obligation(s) in the contract; 3. Determine the transaction price; 4. Allocate the transaction price to the performance obligation(s) in the contract; and 5. Recognize revenue when (or as) the performance obligation(s) are satisfied. SDP, Mio-Guard, DaMar, and Health Plus recognize revenue at a point-in-time upon transfer of control of goods to customers, which is generally upon shipment or delivery, depending on the delivery terms set forth in the customer contract, at an amount that reflects the consideration the Company received or expects to receive in exchange for the goods. Simbex recognizes its revenue over time as it meets its milestones and performs its obligations as agreed upon in its contracts with its customers. Payment received prior to the delivery of service is classified as "unearned customer deposits," and "unearned revenues." For sales contracts with terms of more than one year, the Company recognizes any significant financing component as revenue over the contractual period using the effective interest method, and the associated interest income is reflected accordingly on the consolidated statements of operations and comprehensive loss and included in other income. Provisions for discounts, returns and other adjustments are provided for the period in which the related sales are recorded. The Company has concluded that it is the principal in its revenue arrangements because it controls the goods or services before transferring them to the customer. The Company typically provides warranties for general repairs of defects that existed at the time of sale. These assurance-type warranties are accounted for as warranty provisions, if any. g) Research and development costs Research and development costs are generally expensed as incurred. These costs primarily consist of personnel and related expenses and are classified as part of the selling, general, and administrative expenses on the consolidated statements of operations and comprehensive loss. h) Cash and cash equivalents and restricted cash Cash and cash equivalents comprise of highly liquid interest-bearing securities that are readily convertible to cash and are subject to an insignificant risk of changes in value. The maturities of these securities as at the purchase date are 90 days or less. Restricted cash includes cash that is subject to legal restrictions or is unavailable for general operating purposes. i) Inventories Inventories are comprised of raw material, work-in-progress, trading goods, and finished goods, which consist principally of electrodes, electronic components, subassemblies, steel, plastic, hardware, fasteners, and purchased sports medicine products and are stated at the lower of cost (first-in, first-out) and net realizable value and include direct labor, materials, and other related costs. The Company periodically reviews inventory for evidence of slow-moving or obsolete items, and writes inventory down to net realizable value, as needed. This write-down is based on management's review of inventories on hand, compared to estimated future usage and sales, shelf-life assumptions, and assumptions about the likelihood of obsolescence. If actual market conditions are less favorable than those projected by the Company, additional write-downs may be required. Inventory impairment charges establish a new cost basis for inventory and charges are not reversed subsequently to income, even if circumstances later suggest that increased carrying amounts are recoverable. j) Goodwill Goodwill represents the excess of costs over fair value of net assets acquired from the Company's business combinations. Goodwill and intangible assets acquired in a business combination and determined to have an indefinite useful life are not amortized, but instead are tested for impairment at least annually in accordance with the FASB issued Accounting Standards Update ("ASU") No. 2017-04 Intangibles-Goodwill and Other When evaluating whether the goodwill is impaired, the Company compares the fair value of the reporting unit to which the goodwill is assigned to its carrying amount, including goodwill. The Company identifies the reporting unit on a basis that is similar to its method for identifying operating segments as defined by the Segment Reporting Topic of the FASB ASC. If the carrying amount of a reporting unit exceeds its fair value, then the amount of the impairment loss must be measured. This evaluation is applied annually. k) Property and equipment Property and equipment are carried at cost less accumulated depreciation and impairment, if any. Expenditures for maintenance and repairs are charged to earnings as incurred; additions, renewals and betterments are capitalized. When property and equipment are retired or otherwise disposed of, the related cost and accumulated depreciation are removed from the respective accounts, and any gain or loss is included in operations. Depreciation is computed using the straight-line method over the estimated useful lives of the assets as follows: Asset Life Machinery and equipment 3 - 10 years Computer equipment and software 3 - 5 years Furniture and fixtures 7 - 10 years Leasehold improvements Over the lease period Land improvements Over the lease period l) Right-of-use asset The Company's right-of-use assets consist of leased assets recognized in accordance with ASC 842, Leases which requires lessees to recognize a lease liability and a corresponding lease asset for virtually all lease contracts. Right-of-use assets represent the Company's right to use an underlying asset for the lease term and lease liability represents the Company's obligation to make lease payments arising from the lease, both of which are recognized based on the present value of the future minimum lease payments over the lease term at the commencement date. Leases with a lease term of 12 months or less at inception are not recorded on the consolidated balance sheets and are expensed on a straight-line basis over the lease term in the consolidated statement of operations and comprehensive loss. The Company determines the lease term by agreement with the lessor. In cases where the lease does not provide an implicit interest rate, the Company uses the Company's incremental borrowing rate based on the information available at commencement date in determining the present value of future payments. m) Intangible assets Intangible assets consist of trademarks, intellectual property, customer base and non-competes (Note 4). Intangible assets with finite lives are amortized on a straight-line basis over their estimated useful lives and are measured at cost less accumulated amortization and accumulated impairment losses per the table below: Intangible asset Life Tradename - Trademarks 5 years Non-competes 5 years Intellectual Property 5 years Customer Base 15 years The intangible assets with finite useful lives are reviewed for impairment when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the assets' carrying amounts. In that event, a loss is recognized based on the amount by which the carrying amount exceeds the fair value of the long-lived assets. The next assessment of useful lives will be performed as of December 31, 2023. n) Impairment for Long-Lived Assets The Company applies the provisions of ASC Topic 360, Property, Plant, and Equipment, which addresses financial accounting and reporting for the impairment or disposal of long-lived assets. ASC 360 requires impairment losses to be recorded on long-lived assets, including right-of-use assets, used in operations when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the assets' carrying amounts. In that event, a loss is recognized based on the amount by which the carrying amount exceeds the fair value of the long-lived assets. Loss on long-lived assets to be disposed of is determined in a similar manner, except that fair values are reduced for the cost of disposal. Based on its review on March 31, 2023, the Company believes there was no impairment of its long-lived assets. o) Business Combination and Contingent consideration A business combination is a transaction or other event in which control over one or more businesses is obtained. A business is an integrated set of activities and assets that is capable of being conducted and managed for the purpose of providing a return in the form of dividends, lower costs or other economic benefits. A business consists of inputs and processes applied to those inputs that have the ability to create outputs that provide a return to the Company and its shareholders. A business need not include all of the inputs and processes that were used by the acquiree to produce outputs if the business can be integrated with the inputs and processes of the Company to continue to produce outputs. The Company considers several factors to determine whether the set of activities and assets is a business. Business acquisitions are accounted for using the acquisition method whereby acquired assets and liabilities are recorded at fair value as of the date of acquisition with the excess of the purchase consideration over such fair value being recorded as goodwill and allocated to reporting units. If the fair value of the net assets acquired exceeds the purchase consideration, the difference is recognized immediately as a gain in the consolidated statements of operations and comprehensive loss. Acquisition-related costs are expensed during the period in which they are incurred, except for the cost of debt or equity instruments issued in relation to the acquisition which is included in the carrying amount of the related instrument. Certain fair values may be estimated at the acquisition date pending confirmation or completion of the valuation process. Where provisional values are used in accounting for a business combination, they are adjusted retrospectively in subsequent periods. However, the measurement period will not exceed one year from the acquisition date. The determination of the value of goodwill and intangible assets arising from business combinations requires extensive use of accounting estimates and judgments to allocate the purchase price to the fair value of the net tangible and intangible assets acquired. p) Stock-Based Compensation The Company records stock-based compensation in accordance with FASB ASC Topic 718, Compensation-Stock Compensation. FASB ASC Topic 718 requires companies to measure compensation cost for stock-based employee compensation at fair value at the grant date and recognize the expense over the requisite service period. The Company recognizes in the consolidated statements of operations and comprehensive loss the grant-date fair value of stock options and other equity-based compensation issued to employees and non-employees. q) Basic and Diluted Earnings Per Share The Company has adopted the ASC 260-10 which provides for calculation of "basic" and "diluted" earnings per share. Basic earnings per share includes no dilution and is computed by dividing net income or loss available to stockholders by the weighted average number of common shares and Class A shares outstanding for the period. Except for voting rights, the Company's common stock and Class A shares have the same dividend rights, are equal in all respects, and are otherwise treated as if they were one class of shares, including the treatment for the earnings per share calculations. Diluted earnings per share reflect the potential dilution of securities that could share in the earnings of an entity. Diluted earnings per share exclude all potentially dilutive shares if their effect is anti-dilutive. There were no potentially dilutive shares outstanding as of March 31, 2023. r) Foreign Currency Transactions and Comprehensive Income U.S. GAAP generally requires recognized revenue, expenses, gains and losses be included in net income. Certain statements, however, require entities to report specific changes in assets and liabilities, such as gain or loss on foreign currency translation, as a separate component of the equity section of the balance sheet. Such items, along with net income, are components of comprehensive income. The functional currency of the Company's subsidiaries is the US dollar. Translation gains (losses) are classified as an item of other comprehensive income in the stockholders' equity section of the consolidated balance sheet. s) Income Taxes The Company accounts for income taxes in accordance with ASC Topic 740, Income Taxes Under ASC 740, a tax position is recognized as a benefit only if it is 'more likely than not' that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination. For tax positions not meeting the 'more likely than not' test, no tax benefit is recorded. The Company has no material uncertain tax positions for any of the reporting periods presented. t) Share purchase warrants The Company accounts for the share purchase warrants issued to investor and brokers pursuant to equity financing as either equity-classified or liability-classified instruments based on an assessment of the specific terms of the warrants and applicable authoritative guidance in ASC 480, Distinguishing Liabilities from Equity and ASC 815, Derivatives and Hedging. The assessment considers whether the Warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and meet all of the requirements for equity classification under ASC 815, including whether the Warrants are indexed to the Company's own shares and whether the holders of the warrants could potentially require "net cash settlement" in a circumstance outside of the Company's control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of issuance of the Warrants and as of each subsequent reporting period end date while the warrants are outstanding. For issued investor warrants and broker warrants that meet all of the criteria for equity classification, such warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued investor warrants and broker warrants that do not meet all the criteria for equity classification, liability-classified warrants are required to be recorded at their initial fair value on the date of issuance, and each unaudited interim condensed consolidated balance sheet date thereafter. Changes in the estimated fair value of such warrants are recognized as a non-cash gain or loss on the consolidated statements of operations and comprehensive loss. For the periods ended March 31, 2023, and December 31, 2022, respectively, the Company concluded based on the above mentioned that the issued investor warrants, and broker warrants met the criteria for equity classification in accordance with ASC 815-40 and therefore were classified under equity. The fair value of those warrants is determined by using Black Scholes valuation model on the date of issuance. The relative fair value method is applied to allocate gross proceeds from equity financing into its shares and warrants portion respectively. Those costs directly contributable to equity financing are accounted for as a reduction under stockholders' equity. u) Reclassification Certain prior year amounts have been reclassified for consistency with the current period presentation. These reclassifications had no effect on the reported results of operations. v) Recently issued pronouncements In September 2022, the FASB issued Accounting Standards Update (ASU) No. 2022-04 that requires additional qualitative and quantitative disclosures surrounding supplier finance programs intended to help investors better consider the effect of these programs on a company's working capital, liquidity, and cash flows over time. This update is effective for fiscal years beginning after December 15, 2022, including interim periods, except for the disclosure of roll forward information, which is effective for fiscal years beginning after December 15, 2023. Early adoption is permitted. The Company is currently evaluating the impact this update will have on its disclosures in future unaudited interim condensed consolidated financial statements. In June 2022, the FASB issued ASU 2022-03 Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions ("ASU 2022-03"), which (1) clarifies the guidance in ASC 820 on the fair value measurement of an equity security that is subject to a contractual sale restriction and (2) requires specific disclosures related to such an equity security. Under current guidance, stakeholders have observed diversity in practice related to whether contractual sale restrictions should be considered in the measurement of the fair value of equity securities that are subject to such restrictions. On the basis of interpretations of existing guidance and the current illustrative example in ASC 820-10-55-52 of a restriction on the sale of an equity instrument, some entities use a discount for contractual sale restrictions when measuring fair value, while others view the application of such a discount to be inconsistent with the principles of ASC 820. To reduce the diversity in practice and increase the comparability of reported financial information, ASU 2022-03 clarifies this guidance and amends the illustrative example. ASU No. 2022-03 is effective for fiscal years beginning after December 15, 2023, with early adoption permitted. The Company is in the process of determining the impact the adoption will have on its consolidated financial statements as well as whether to early adopt the new guidance. In March 2022, the FASB issued ASU No. 2022-02, Troubled Debt Restructurings and Vintage Disclosures. ASU 2022-02 eliminates the accounting guidance on troubled debt restructurings for creditors in ASC Topic 310 and amends the guidance on "vintage disclosures" to require disclosure of current-period gross write-offs by year of origination. ASU 2022-02 also updates the requirements related to accounting for credit losses under ASC Topic 326 and adds enhanced disclosures for creditors with respect to loan re-financings and restructurings for borrowers experiencing financial difficulty. ASU 2022-02 is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The Company is currently evaluating the extent of the impact of this ASU, but do not expect the adoption of this standard to have a significant impact on its unaudited interim condensed consolidated financial statements. In October 2021 FASB, issued ASU No. 2021-08, Business Combinations (Topic 805), Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, which requires an entity (acquirer) to recognize and measure contract assets and liabilities acquired in a business combination in accordance with Topic 606. This update is effective for fiscal years beginning after December 15, 2022, and interim periods within those fiscal years, with early adoption permitted. The amendments should be applied prospectively to business combinations occurring on or after the effective date of the amendments. The Company has elected to early adopt this standard. However, it did not have a material impact on the Company's unaudited interim condensed consolidated financial statements. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses, which changes the accounting for recognizing impairments of financial assets. Under the new guidance, credit losses for certain types of financial instruments will be estimated based on expected losses. The new guidance also modifies the impairment models for available-for-sale debt securities and for purchased financial assets with credit deterioration since their origination. This update is effective for annual periods beginning after December 15, 2022, as amended by ASU No. 2019-10, and interim periods within those periods, and early adoption is permitted. The Company adopted ASU 2016-13 as of January 1, 2023 and the adoption did not have a material effect on the unaudited interim condensed consolidated financial statements. In March 2020, the FASB issued ASU No. 2020-04 providing optional expedients and exceptions to account for the effects of reference rate reform to contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued. The optional guidance, which became effective on March 12, 2020, could be applied through December 31, 2022. In December 2022, the FASB issued No 2022-06 extending the sunset date of the relief provided under ASU No. 2020-04 to December 31, 2024. The ASU has not impacted the unaudited interim condensed consolidated financial statements. The Company has various contracts that reference LIBOR and is assessing how this standard may be applied to specific contract modifications through December 31, 2024. Management does not believe that any recently issued, but not yet effective, accounting standards could have a material effect on the accompanying consolidated financial statements. As new accounting pronouncements are issued, the Company will adopt those that are applicable under the circumstances. |
Acquisitions
Acquisitions | 3 Months Ended |
Mar. 31, 2023 | |
Business Combinations [Abstract] | |
Acquisitions [Text Block] | 4. Acquisitions South Dakota Partners Inc. ("SDP") Purchase Price The Company completed the purchase of all of the capital stock of South Dakota Partners Inc. (SDP), under the Purchase Agreement dated May 21, 2021. Under the Purchase Agreement, Salona acquired the manufacturer specializing in medical devices, full electronics box builds, printed circuit board assemblies, electrodes, drug delivery and many other products involving electronics, electro-mechanical assemblies, and various types of material conversion. The acquisition included all of the current customers, contract rights, inventory, equipment, workforce, and manufacturing infrastructure. At the time of the transaction, there were no material relationships between the seller and Salona or any of its affiliates, or any director or officer of Salona, or any associate of any such officer or director. As consideration, the Company will issue 19,162,000 non-voting class "A" shares of common stock valued at $12,340,570 subject to earn-out adjustments, including revenue shortfall adjustment and adjusted net assets adjustments. The Company assumed all of the assets and liabilities of SDP. In accordance with ASC 805 "Business Combinations" the measurement period for the acquisition is for one year during which the Company may re-evaluate the assets acquired, liabilities assumed and the goodwill resulting from the transaction as well as the change in amortization as a result of changes in the provisional amounts as if the accounting had been completed at the acquisition date. The allocation of the purchase price to the assets acquired and liabilities assumed based on an estimate of fair values at the date of acquisition is as follows: Cash $ 255 Security deposit 461,066 Accounts receivable 2,763,621 Inventories 4,958,833 Prepaid expenses 21,651 Property and equipment 1,409,421 Right-of-use assets 2,343,947 Intangible assets 2,199,444 Goodwill 9,090,357 Accounts payable (821,244 ) Accrued expenses (201,733 ) Customer deposits (221,290 ) Line of credit (3,732,414 ) Debt (2,971,350 ) Lease liability (2,498,095 ) Deferred tax liability (557,559 ) Other liabilities (163,130 ) Total adjusted purchase price 12,081,780 Goodwill $ 9,090,357 Tradename - Trademarks 341,929 Intellectual Property 320,823 Customer Base 1,266,405 Non-Competes 270,287 Total identifiable intangible assets including goodwill $ 11,289,801 The table below summarizes the value of the total consideration given in the transaction: Stock (Parent Special Stock) 12,340,570 Floor Guarantee/Contingent Liability 1,139,910 Earn-out /Contingent Consideration (Revenue) (21,924 ) Earn-out /Contingent Consideration (Net Assets) (1,376,776 ) Total Consideration $ 12,081,780 As of May 31, 2022, SDP has concluded its earn-out period and has met both the revenue and adjusted net asset threshold requirements to receive its full 19,162,000 non-voting "Class A" shares of common stock. As such, this obligation has been removed from the liability section of the consolidated balance sheet as a contingent liability (as shown on the February 28, 2022, Consolidated Balance Sheet) and has been moved to the equity section as Class A shares to be issued. As of May 31, 2022, the date of issuance, the fair value of the 19,162,000 shares was $14,371,500 ( $11,919,900). On December 31, 2022, the Company reviewed its assessment of the fair value of goodwill from the SDP acquisition and noted no impairment to Goodwill. Assets Acquired from ALG-Health, LLC: On November 29, 2021, the Company consummated the acquisition of the customer lists, sales orders and supply agreements and related sales channel and intellectual property assets of ALG-Health, LLC ("ALG"), a business engaged in the selling medical devices and supplies to small, independent hospitals, group purchasing organizations, medical offices and clinics, in exchange for non-voting securities of Health Plus which are exchangeable for up to a maximum of 21,000,000 nonvoting Class A shares of the Company subject to the achievement of certain revenue and EBITDA targets. In connection with the transaction, our subsidiary ALG Health Plus, LLC entered into an exclusive supply agreement with ALG. In accordance with ASC 805 "Business Combinations" the measurement period for the acquisition is for one year during which the Company may re-evaluate the assets acquired, liabilities assumed and the goodwill resulting from the transaction as well as the change in amortization as a result of changes in the provisional amounts as if the accounting had been completed at the acquisition date. The identified assets acquired, the customer list, has nominal value based on future cash flows which are dependent on a future, yet-to-be established business, and therefore no value has been assigned to it. The contingent consideration liability represents potential future earnout payments to the Company that are contingent on Health Plus's and ALG's business arrangement achieving certain milestones. The fair value of the contingent consideration liability on November 29, 2021, and February 28, 2022, was estimated to be nil and as such, no contingent liability was recorded on the date of the agreement was executed. As of March 31, 2023, as a result of new arrangements, the fair value of the contingent consideration liability is estimated to be $298,183. On November 21, 2022, 1,048,500 Class A shares were issued to two key individuals at ALG at a fair market price of $0.61 per share for achieving certain EBITDA milestones. On November 28, 2022, 1,000,000 Class A shares were issued to one key individual at ALG at a fair market price of $0.68 per share for achieving a revenue milestone as described in the agreement. $693,365 in cash was provided as consideration for these shares. Simbex, LLC ("Simbex") Purchase Price: The Company completed the purchase of all the capital stock of Simbex, LLC (Simbex), under the Purchase Agreement dated September 30, 2021. Under the Purchase Agreement, Salona acquired the company which provides mechanical and electrical design and engineering services as well as consultancy services in the field of biomechanical systems and medical devices. The acquisition includes all its current customers, contract rights, work-in-process, equipment, workforce, as well as its consulting, design, and engineering infrastructure. At the time of the transaction, there were no material relationships between the seller and Salona or any of its affiliates, or any director or officer of Salona, or any associate of any such officer or director. As consideration, the Company provided $5,691,759 cash as well as issuing 6,383,954 shares of non-voting class "A" common stock valued at $6,769,769 subject to earn-out adjustments, including revenue shortfall adjustment and adjusted net assets adjustments. The Company assumed all the assets and liabilities of Simbex. In accordance with ASC 805 "Business Combinations" the measurement period for the acquisition is for one year during which the Company may re-evaluate the assets acquired, liabilities assumed and the goodwill resulting from the transaction as well as the change in amortization as a result of changes in the provisional amounts as if the accounting had been completed at the acquisition date. The allocation of the purchase price to the assets acquired and liabilities assumed based on an estimate of fair values at the date of acquisition as follows: Cash $ 632,697 Accounts Receivable 1,402,315 Work-in-process 301,180 Prepaid expenses 34,992 Property and equipment 122,916 Other receivables 6,395 Intangible Assets 5,175,486 Goodwill 6,263,204 Accounts payable and accrued liabilities (33,560 ) Accrued expenses (1,095 ) Unearned revenue (131,016 ) Deferred tax liability (1,311,986 ) Total adjusted purchase price $ 12,461,528 The amount allocated to identifiable intangible assets was determined by the Company's management. Other intangible assets are being amortized over their useful life in accordance with the guidance contained in the FASB issued ASC Topic 350 "Goodwill and Other Intangible Assets". Goodwill $ 6,263,204 Tradename - Trademarks 933,865 Customer Base 3,648,148 Non-Competes 593,473 Total identifiable intangible assets including goodwill $ 11,438,690 The table below summarizes the value of the total consideration given in the transaction: Cash $ 4,428,900 Working Capital Adjustment 1,262,859 Value of Escrowed Stock 126,540 Value of Earnout / Contingent Consideration 6,643,229 Total Consideration $ 12,461,528 On December 31, 2022, Simbex concluded the earn-out period and met the requirements to receive its full earnout consideration consisting of $4,415,344 and $2,872,779 of cash and stock earn-out payments, respectively. Since the payment to the sellers was not yet due as of March 31, 2023, the aggregate earnout payment of $7,288,123 remains on the unaudited interim condensed consolidated balance sheet as a current liability. On February 28, 2022, the Company updated its assessment of the fair value of goodwill from the Simbex LLC acquisition, in conjunction with the Company's third-party valuation experts based on updated year to date results of the acquired entity, intangible assets, and other factors resulting in an impairment to goodwill of $5,520,522. As of December 31, 2022, there was no further goodwill impairment and thus, no additional goodwill was impaired. Mio-Guard LLC ("Mio-Guard") On March 11, 2022, the Company acquired 100% of the units of Mio-Guard for consideration which is comprised of the following: Cash $ 572,400 1,300,000 Class B units issued at closing 702,000 Quarterly Earnout payments (Maximum of 2,700,000 Class B Units) 1,166,464 Total Consideration $ 2,440,864 In Cash $ 3,363 Accounts receivable 531,602 Inventory 498,897 Property and equipment 73,445 Right-of-use assets 476,955 Intangible assets and goodwill 2,329,018 Accounts payable (764,225 ) Due to related parties (2,307 ) Lease liability (471,926 ) Deferred tax liability (233,958 ) Total adjusted purchase price $ 2,440,864 The amount allocated to identifiable intangible assets was determined by the Company's management. Other intangible assets are being amortized over their useful life in accordance with the guidance contained in the FASB issued ASC Topic 350 "Goodwill and Other Intangible Assets". Goodwill (including workforce) $ 1,143,514 Tradename 356,160 Customer Relationships 774,648 Non-Competes 54,696 Total identifiable intangible assets including goodwill $ 2,329,018 The contingent consideration liability represents potential future earnout payments to the sellers of Mio-Guard that are contingent on Mio-Guard's business achieving certain milestones. Certain Mio-Guard management was retained post-acquisition and will receive a portion of the potential future earnout payments as earned. The fair value of the contingent consideration liability of $1,166,465 was recognized on the acquisition date and was measured using unobservable (Level 3) inputs. As of March 31, 2023, the fair value of the contingent consideration liability is $1,324,344. The change in the fair value of the contingent consideration liability from December 31, 2022, has been taken as an expense on the unaudited interim condensed consolidated statements of operations and comprehensive loss. On December 31, 2022, the Company reviewed its assessment of the fair value of goodwill from the Mio-Guard acquisition and noted no impairment to Goodwill. DaMar Plastics Manufacturing, Inc. ("DaMar") On September 23, 2022, the Company acquired 100% of the shares of DaMar for a consideration which comprised of cash, and special parent stock at closing, and future contingent consideration during the earnout period. In accordance with ASC 805 "Business Combinations" the measurement period for the acquisition is for one year during which the Company may re-evaluate the assets acquired, liabilities assumed and the goodwill resulting from the transaction as well as the change in amortization as a result of changes in the provisional amounts as if the accounting had been completed at the acquisition date. The allocation of the purchase price to the assets acquired and liabilities assumed based on an estimate of fair values at the date of acquisition as follows: Cash $ 4,071,000 Working capital adjustment 274,375 Stock (in Salona Global Buyer exchangeable for Class A shares in the Company) 967,650 Value of earnout/contingent consideration 2,656,635 Total Consideration $ 7,969,660 In accordance with ASC 805 "Business Combinations" the measurement period for the acquisition is for one year during which the Company may re-evaluate the assets acquired, liabilities assumed and the goodwill resulting from the transaction as well as the change in amortization as a result of changes in the provisional amounts as if the accounting had been completed at the acquisition date. The allocation of the purchase price to the assets acquired and liabilities assumed based on an estimate of fair values at the date of acquisition as follows: Cash $ 199,982 Accounts receivable 731,640 Inventory 791,552 Property and equipment 1,390,121 Right-of-use assets 3,061,590 Prepaid and other 158,696 Intangible assets and goodwill 4,677,092 Accounts payable and other assumed liabilities (177,232 ) Other liabilities (3,972 ) Unearned revenues (104,401 ) Lease liability (1,568,820 ) Deferred tax liability (1,186,588 ) Total adjusted purchase price $ 7,969,660 The amount allocated to identifiable intangible assets was determined by the Company's management. Other intangible assets are being amortized over their useful life in accordance with the guidance contained in the FASB issued ASC Topic 350 "Goodwill and Other Intangible Assets". Goodwill (including workforce) $ 2,718,941 Tradename 169,625 Customer Relationships 1,316,290 Non-Competes 472,236 Total identifiable intangible assets including goodwill $ 4,677,092 The contingent consideration liability represents potential future earnout payments to the sellers of DaMar that are contingent on DaMar's business achieving certain milestones. Certain DaMar management was retained post-acquisition and will receive a portion of the potential future earnout payments if earned. The fair value of the contingent consideration liability of $3,624,286 was recognized on the acquisition date and was measured using unobservable (Level 3) inputs. As of March 31, 2023, the fair value of the contingent consideration liability is $6,791,181. The change in the fair value of the contingent consideration liability from December 31, 2022, has been taken as an expense on the unaudited interim condensed consolidated statements of operations and comprehensive loss. On December 31, 2022, the Company reviewed its assessment of the fair value of goodwill from the DaMar acquisition and noted no impairment to Goodwill. |
Accounts receivable
Accounts receivable | 3 Months Ended |
Mar. 31, 2023 | |
Receivables [Abstract] | |
Accounts receivable [Text Block] | 5. Accounts receivable March 31, 2023 December 31, 2022 Trade accounts receivable 7,508,435 6,426,616 Allowance for doubtful accounts (73,281 ) (73,341 ) Long-term accounts receivable 171,869 189,616 Total accounts receivable 7,607,023 6,542,891 |
Disaggregation of revenues
Disaggregation of revenues | 3 Months Ended |
Mar. 31, 2023 | |
Disaggregation of Revenue [Abstract] | |
Disaggregation of revenues [Text Block] | 6. Disaggregation of Revenues During the three months ended March 31, 2023, $8,135,192 of the sales revenue was earned from "point-in-time" revenue respectively ($5,407,505 for the three months ended March 31, 2022) and $2,548,037 of the sales revenue was earned "over-a-period" of time respectively ($3,260,910 for the three months ended March 31, 2022). |
Inventories
Inventories | 3 Months Ended |
Mar. 31, 2023 | |
Inventory Disclosure [Abstract] | |
Inventories [Text Block] | 7. Inventories The Company tracks inventory for manufactured goods as it progresses through the production process. The Company allocates inventory into four major buckets: Raw material, work in progress, trading goods, and finished goods. Purchased finished goods are classified as trading goods. March 31, 2023 December 31, 2022 Raw materials $ 5,390,518 $ 6,414,482 Work in progress 436,923 771,507 Finished goods 142,161 170,198 Trading goods 724,178 746,439 Total $ 6,693,780 $ 8,102,626 |
Property and equipment
Property and equipment | 3 Months Ended |
Mar. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property and equipment [Text Block] | 8. Property and equipment Cost December 31, 2022 Additions Disposal Translation March 31, 2023 Machinery and equipment $ 3,371,161 $ 93,232 $ - $ (2,739 ) $ 3,461,654 Computer equipment and software 272,031 $ - - (221 ) 271,810 Furniture and fixtures 63,672 $ - - (53 ) 63,619 Land improvements 24,186 $ - - (20 ) 24,166 Leasehold improvements 146,451 $ - - (118 ) 146,333 Total $ 3,877,501 $ 93,232 $ - $ (3,151 ) $ 3,967,582 Accumulated amortization December 31, 2022 Additions Disposal Translation March 31, 2023 Machinery and equipment $ 411,654 $ 166,888 $ - $ (247 ) $ 578,295 Computer equipment and software 38,092 24,618 - (18 ) 62,692 Furniture and fixtures 2,868 1,444 - (2 ) 4,310 Land improvements 1,209 574 (1 ) 1,782 Leasehold improvements 23,780 (9,260 ) - (23 ) 14,497 Total $ 477,603 $ 184,264 $ - $ (291 ) $ 661,576 Net Book Value 3,399,898 3,306,006 |
Intangible assets
Intangible assets | 3 Months Ended |
Mar. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible assets [Text Block] | 9. Intangible assets Cost December 31, 2022 Additions Disposal March 31, 2023 Tradename - Trademarks $ 1,801,579 $ - $ - $ 1,801,579 Intellectual Property 564,024 - - 564,024 Customer Base 7,005,491 - - 7,005,491 Non-Competes 1,390,692 - - 1,390,692 Total $ 10,761,786 $ - $ - $ 10,761,786 Accumulated Amortization December 31, 2022 Additions Disposal March 31, 2023 Tradename - Trademarks $ 427,176 $ 95,153 $ - $ 522,329 Intellectual Property 151,378 30,083 - 181,461 Customer Base 525,925 115,242 - 641,167 Non-Competes 281,145 110,068 - 391,213 Total $ 1,385,624 $ 350,546 $ - $ 1,736,170 Net Book Value $ 9,376,162 $ 9,025,616 |
Accounts payable and accrued li
Accounts payable and accrued liabilities | 3 Months Ended |
Mar. 31, 2023 | |
Payables and Accruals [Abstract] | |
Accounts payable and accrued liabilities [Text Block] | 10. Accounts payable and accrued liabilities March 31, 2023 December 31, 2022 Accounts payable $ 4,922,368 $ 5,269,323 Accrued liabilities 1,200,126 1,371,858 Other liabilities 1,335,175 1,807,702 Total $ 7,457,669 $ 8,448,883 Other liabilities include unearned customer deposits and unearned revenues totaling $932,081 (December 31, 2022: $1,549,729). |
Line of credit and debt
Line of credit and debt | 3 Months Ended |
Mar. 31, 2023 | |
Debt Disclosure [Abstract] | |
Line of credit and debt [Text Block] | 11. Line of credit and debt On June 9, 2021, the Company through SDP entered into a Loan and Security Agreement. The line of credit facility is with Pathward National Association (formerly, Crestmark), whereby the Company, through SDP, may borrow up to US$5,400,000 with a maturity on August 1, 2023. Borrowings bear interest at 4% or prime +0.75% per annum, whichever is greater, and any accrued unpaid interest is due on a monthly basis. The balance is secured by its entire $5,798,336 (US $4,284,591) of inventory and $3,732,141 (US $2,757,807) of accounts receivable of SDP and not the Parent or any other subsidiary. As of March 31, 2023, the balance outstanding under the agreement was $6,034,788 (US $4,459,313) (December 31, 2022 - $5,162,711 (US $3,811,807)). In accordance with the agreement, the Company is subject to a financial covenant. The balance of the line of credit may not exceed the lesser of US $5,400,000 or the sum of 90% of accounts receivable, 50% of raw materials, 60% of finished inventory (up to US $2,500,000) and an amortizing borrowing base of $400,000 (which shall be reduced $16,667 each month), which must be met on a monthly basis. Additionally, the Company cannot make any loans, advances, or intercompany transfers of cash flow at any time. Since the execution of the debt line on June 9, 2021, to March 31, 2023, the Company was in compliance with the financial covenant. On January 13, 2023, three operating subsidiaries of the Company, Damar, Mio-Guard, and Simbex entered into a Loan and Security Agreement and related Schedule with Pathward, National Association to increase the Company's aggregate credit line availability by up to US $5,500,000 (the "Agreement"). The Agreement complements an existing credit facility with Pathward through the Company's SDP subsidiary. The Agreement has a variable interest rate of the greater of 6% or 0.75% in excess of the rate shown in the Wall Street Journal as the prime rate per annum, is payable on demand and is secured by all of the assets of Simbex, Mio-Guard and Damar (the "Borrowers"). In connection with execution of the Agreement, the Company and several of its intermediate holding company subsidiaries entered into a Guaranty of the obligations of the Borrowers (the "Guaranty"). As of March 31, 2023, the balance outstanding under the agreement was $2,046,957 (US $1,512,569). Debt Balance, December 31, 2022 $ 770,004 Additions - Principal repayments (39,463 ) Translation (646 ) Balance, March 31, 2023 729,895 Less: current portion (198,274 ) Long-term portion $ 531,621 As of March 31, 2023, the Company's total debt is $729,895 (December 31, 2022 - $770,004), of which $198,274 is considered current (December 31, 2022, $195,489) and $531,621 is considered long-term (December 31, 2022, $574,515). Term Note On June 9, 2021, the Company borrowed $1,014,975 (US$750,000) with Pathward National Association (formerly Crestmark). The loan is secured by a loan and security agreement and may not exceed 92% of the net book value of SDP's machinery and equipment, which on March 31, 2023, was $1,617,826 (US $1,195,468). The debt accrues interest at 2.75% in excess of Wall Street Journal Prime rate with a minimum of 6% per annum with monthly payments of principal and interest in the amount of $19,613 (US$14,500) beginning on the first day of the first full month following the initial funding and maturing on June 1, 2024. As of March 31, 2023, the balance of the note was $729,895 (US$539,345). |
Leases
Leases | 3 Months Ended |
Mar. 31, 2023 | |
Leases [Abstract] | |
Leases [Text Block] | 12. Leases Set out below are the carrying amount of right of use assets and the movements during the period: Right-of-use assets Balance, December 31, 2022 $ 7,781,300 Acquired 376,746 Amortization (381,833 ) Impact of modification - Translation (12,489 ) Balance, March 31, 2023 $ 7,763,724 Lease liability Current Long-term Balance, December 31, 2022 $ 6,830,586 $ 847,253 $ 5,983,333 Acquired 376,746 Interest lease expense 104,660 Lease payments (338,590 ) Impact of modification - Translation (1,489 ) Balance, March 31, 2023 $ 6,971,913 $ 964,971 $ 6,006,942 Future minimum lease payments payable are as follows: Twelve months ending March 31, 2024 $ 1,340,509 Twelve months ending March 31, 2025 1,383,581 Twelve months ending March 31, 2026 1,402,879 Twelve months ending March 31, 2027 897,889 Twelve months ending March 31, 2028 609,387 2029 and thereafter 3,393,698 Total future minimum lease payments 9,027,943 Less: Interest on lease liabilities (2,056,030 ) Total present value of minimum lease payments 6,971,913 Less: current portion 964,971 Non-current portion $ 6,006,942 As of March 31, 2023, the weighted average remaining lease terms were 8.86 years (December 31, 2022 - 9.32 years) and the weighted average discount rate was 6.19% (December 31, 2022 - 6.15%). In October 2018, SDP sold its facility in Clear Lake, South Dakota for US$2,182,461. In connection with the sale, SDP entered into a lease agreement for the facility with an initial lease term of 15 years for a base annual rent of $258,299 (US$190,965), with four extension options of five years each. The base rental amount increases annually on the first day of the lease year at the lesser of 2% or 1.25 times the change in the price index, as defined. Per the lease agreement, the Company delivered a letter of credit in the amount of $516,866 (US$381,930), to be renewed annually for the duration of the lease agreement. The letter of credit is secured by a guaranteed investment certificate, which is recorded as a security deposit on the unaudited interim condensed consolidated balance sheet. On October 1, 2021, Simbex entered into a lease agreement for an office space located in Lebanon, NH with an initial lease term of 3 years for a base annual rent of $212,953 (US$157,440), with an option to extend for five years. The base rental amount increases annually on the first day of the lease year based on the change in the rolling average of the cost-of-living index for the prior six reporting periods. Per the lease agreement, the Company is also responsible to pay a prorated share of the building overhead monthly as additional rent. The annual amount for this additional rent is $126,350 (US $93,413). On September 21, 2022, Inspira Financial Company entered into a lease agreement for its corporate headquarters and distribution center located in Carlsbad, CA for a base annual rent of $108,397 (US $80,140). The lease began on October 1, 2022, with an initial lease term of 4 years and 2 months, which will end on November 30, 2026. The initial lease agreement includes an option to renew for an additional 5 years. The base rental amount increases annually as per the base rent schedule included in the lease agreement. On January 1, 2022, Mio-Guard LLC entered into a lease agreement for an office space located in Holt, MI with an initial lease term of 5 years for a base annual rent of $115,858 (US$85,656). The base rental amount increases annually on the first day of the lease year at the lesser of 2.27% or 1.25 times the change in the price index, as defined. On July 1, 2012, DaMar entered into a lease agreement for an industrial and office space located in El Cajon, CA with an initial lease term of 7 years. The lease was automatically extended for an additional 7 years on July 1, 2019, for a base annual rent of $443,696 (US$328,032). The lease is currently set to terminate on June 30, 2026. The base rental amount increases annually on the first day of the lease year by 3% of the proceeding month's lease payment as defined in the agreement. On January 9, 2023, DaMar entered into a capital equipment lease agreement with an initial lease term of 3 years for an annual rent of $138,585 (US$102,458). |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Mar. 31, 2023 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity [Text Block] | 13. Stockholders' Equity a. Share capital Unlimited voting common shares without par value Unlimited non-voting convertible Class A shares without par value Issuances As of March 31, 2023, and December 31, 2022, the Company had 54,151,709 and 53,707,780 common shares outstanding, respectively, with a value of $38,970,199 and $38,767,442, respectively. As of March 31, 2023, and December 31, 2022, the Company had 15,717,656 and 3,403,925 Class A shares outstanding, respectively, with a value of $11,097,512 and $1,800,064, respectively. On January 10, 2023, 104,850 Class A shares were exchanged for 104,850 common shares in the Company at a price of $0.43 per share. No cash was received as part of this issuance. On February 7, 2023, 339,079 Class A shares were exchanged for 339,079 common shares in the Company at a price of $0.47 per share. No cash was received as part of this issuance. On February 21, 2023, 1,275,770 Class A shares were issued to former owner of SDP at a price of $0.75 per share. These shares were issued upon completion of SDP's earn-out period. No cash was required to be received as consideration for these shares. On February 23, 2023, 11,481,890 Class A shares were issued to former owner of SDP at a price of $0.75 per share. These shares were issued upon completion of SDP's earn-out period. No cash was required to be received as consideration for these shares. On March 2, 2023, 147,400 stock options were exercised for 147,400 shares of common stock for total proceeds of $39,002. 73,700 of these options were exercised at a price of $0.27 per share and 73,700 of these options were exercised at a price of $0.19 per share. The 147,400 shares that were issued in connection with this exercise were released on April 11, 2023. As of March 31, 2023, these shares are presented as "common stock to be issued" on the unaudited interim condensed consolidated balance sheets and unaudited interim condensed consolidated statements of stockholders' equity. Class A shares to be issued On May 31, 2022, SDP concluded its earn-out period and achieved its milestones allowing SDP to receive its full earn-out compensation of 19,162,000 Class A shares (as described in detail in Note 4). These shares will be allocated to the previous owners of SDP based on their percentage of ownership on the date of sale. As of March 31, 2023, the fair value of the shares to be issued is $4,686,005. As of March 31, 2023, 12,900,660 Class A shares have been issued to SDP sellers and 6,261,340 Class A shares are yet to be issued. b. Stock based compensation The Company's Board of Directors determines, among other things, the eligibility of individuals to participate in the Option Plan and the term, vesting periods, and the exercise price of options granted under the Option Plan. The stock option vesting ranges over a 1 year to 10-year period. The outstanding stock options as of March 31, 2023, are as follows: Grant date Exercise price Number of Number of Weighted average March 28, 2014 2.13 5,103 5,103 0.99 September 23, 2019 0.19 28,155 - 1.48 June 8, 2021 0.99 663,300 221,100 3.17 June 8, 2021 0.86 1,444,520 481,507 3.17 June 8, 2021 0.86 225,000 225,000 3.17 July 7, 2021 1.39 400,000 133,333 3.38 December 6, 2021 0.65 1,049,230 263,179 3.69 January 19, 2022 0.65 150,000 50,000 3.81 March 9, 2022 0.54 230,000 46,000 3.94 April 13, 2022 0.78 236,700 - 4.04 April 26, 2022 0.90 150,000 - 4.07 July 18, 2022 0.79 306,100 - 4.30 August 29, 2022 0.69 200,000 - 4.42 December 12, 2022 0.50 40,000 - 4.70 February 10, 2023 0.47 780,000 - 4.87 Total 0.79 5,908,108 1,425,222 3.71 A summary of the Company's changes to stock options are as follows: Number of options Weighted Avg. Exercise Price Balance as of February 28, 2022 4,277,032 0.78 Options exercised (28,154 ) 0.19 Options expired (101,290 ) (0.34 ) Options issued 1,525,350 0.12 Balance as of December 31, 2022 5,672,938 0.81 Options exercised (147,400 ) 0.23 Options expired (397,430 ) (0.31 ) Options issued 780,000 0.06 Balance as of March 31, 2023 5,908,108 $ 0.79 The Company recognized $345,524 of stock-based compensation for the quarter ended March 31, 2023 ($438,569 for the quarter ended March 31, 2022). On February 10, 2023, the Company issued 780,000 options to two officers and three employees of the Company. The options vest over three years and are exercisable for a period of five years at an exercise price of $0.47 per option. The fair value of the options was estimated on the date of the grant at $0.46 per option using the Black-Scholes option pricing model with the following assumptions: expected volatility of 204%; expected dividend yield of 0%; risk-free interest rate of 3.17%; stock price of $0.47; and expected life of 5 years. The outstanding warrants as of March 31, 2023, are as follows: Grant date Exercise price Number of warrants Number of warrants Weighted Avg. Remaining Life (years) November 11, 2021 0.86 199,804 199,804 0.62 February 15, 2022 0.55 542,431 542,431 1.88 February 15, 2022 0.70 7,749,000 7,749,000 1.88 Total $ 0.70 8,491,235 8,491,235 1.85 A summary of the Company's warrants are as follows: Number of Warrants Weighted Avg. Exercise Balance as of February 28, 2022 11,732,373 0.79 Warrants issued as part of finance deal - - Broker warrants issued as part of finance deal - - Warrants exercised and forfeited (3,241,138 ) (0.09 ) Balance as of December 31, 2022 8,491,235 0.70 Warrants issued as part of finance deal - - Broker warrants issued as part of finance deal - - Warrants exercised and forfeited - - Balance as of March 31, 2023 8,491,235 0.70 |
Related party transactions
Related party transactions | 3 Months Ended |
Mar. 31, 2023 | |
Related Party Transactions [Abstract] | |
Related party transactions [Text Block] | 14. Related party transactions The Company's transactions with related parties were carried out on normal commercial terms and in the course of the Company's business. Other than disclosed elsewhere in the Company's consolidated financial statements, related party transactions are as follows. During the quarter ended March 31, 2023, and 2022, the Company made payments to Advanced Strategic Associates, LLC ("Advanced"), a company owned and controlled by Michael Dalsin, a beneficial holder of more than 5% of our Common Shares, and Michael Dalsin individually an amount of $18,873(US $14,841) and $565,136 (US $452,000), respectively, for an aggregate amount of $584,009 (US $466,841). The consideration for Advanced and Mr. Dalsin providing services is related to acquisition structuring, due diligence, capital structuring, and corporate transactional advisory services. Aggregate compensation for the quarters ended March 31, 2023, and 2022 was $6,497 (US $4,941) and $577,512 (US $461,899), respectively. This expense was included within transaction costs. During the quarters ended March 31, 2023, and 2022, the Company made payments to Marquette Partners, Inc. ("Marquette"), a company owned and controlled by Roger Greene, a beneficial holder of more than 5% of our Common Shares, and Roger Greene individually an amount of $33,233 (US $26,072) and $82,520 (US $66,000) respectively, for an aggregate amount of $115,753 (US $92,072). Aggregate compensation for the quarters ended March 31, 2023, and 2022 was $12,988 (US $9,879) and $102,765 (US $82,193), respectively. The consideration for Marquette and Mr. Greene providing advisory services related to strategic business acquisitions. This expense was included within transaction costs. During the quarters ended March 31, 2023, and 2022, the Company made payments to Hedgehog Financial Corporation ("Hedgehog"), a company owned and controlled by Andrew Cross, the son of Leslie Cross, our Chairman of the Board and former Interim Chief Executive Officer, and a former employee of the Company, an aggregate sum of $110,443 (US $88,333) for the quarter ended March 31, 2022, in consideration for Hedgehog providing services related to acquisitions, due diligence, accounting, finance and other corporate support services. Compensation for the quarters ended March 31, 2023, and 2022 was $0 (US $0) and $110,443 (US $88,333 respectively. This expense was included within transaction costs. |
Transaction costs
Transaction costs | 3 Months Ended |
Mar. 31, 2023 | |
Costs and Expenses [Abstract] | |
Transaction costs [Text Block] | 15. Transaction costs The Company incurred substantial costs associated with the Change of Business transaction, due diligence of acquisition targets, financing costs, US regulatory costs and the associated accounting and regulatory costs. While these costs are crucial to future operations, they do not represent regular operational costs of the business. The Company presents these costs separately to better allow investors to evaluate the operational status of the Company independently of financing, regulatory and other transaction focused expenses, which were as follows: For the three months ended March 31, 2023 March 31, 2022 Consulting and professional fees 173,849 1,089,502 General expenses 284,922 109,618 Transaction costs 458,771 1,199,120 |
Cash and cash equivalents and r
Cash and cash equivalents and restricted cash | 3 Months Ended |
Mar. 31, 2023 | |
Cash and Cash Equivalents [Abstract] | |
Cash and cash equivalents and restricted cash [Text Block] | 16. Cash and cash equivalents and restricted cash Cash represents bank deposits at reputable banking institutions. Cash equivalents represent short-term, highly liquid investments, which are readily convertible to cash and have maturities of 90 days or less at the time of purchase. Cash equivalents, which are carried at fair value or amortized cost, as applicable, consist of holdings in a money market fund and in treasury bills. As of March 31, 2023, there are no cash equivalents presented on the balance sheet (December 31, 2022 - $nil). Restricted cash on March 31, 2023, consisted of $1,353,000 (US $1,000,000) of cash held in escrow in connection with the anticipated acquisition of Biodex Medical Systems, Inc. (“Biodex”), as discussed in more detail in Notes 1 and 19. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes [Text Block] | 17. Income Taxes The Company has accounted for income taxes under the asset and liability method, which requires deferred tax assets and liabilities to be recognized for the estimated future tax consequences attributable to differences between financial statement carrying amounts and respective tax bases of existing assets and liabilities, as well as net operating loss carryforwards and research and development credits. Valuation allowances are provided if it is more likely than not that some portion or all of the deferred tax assets will not be realized. The Company's tax provision for interim periods is determined using an estimate of its annual effective tax rate, adjusted for discrete items. For the three months ended March 31, 2023, the Company recorded a current income tax provision of $36,250 for anticipated state income tax obligations and recognized no deferred income tax liability or recovery. For the three months ended March 31, 2022, the Company recorded a deferred income tax recovery of $114,110. The primary factors impacting current tax provision for three months ended March 31, 2023, is the expected utilization of net operating losses to offset any current year tax liabilities, and a full valuation allowance against any associated net deferred tax assets. |
Contingencies
Contingencies | 3 Months Ended |
Mar. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Contingencies [Text Block] | 18. Contingencies From time to time, the Company may be involved in litigation relating to claims arising out of operations in the normal course of business. As of March 31, 2023, there were no pending or threatened lawsuits that could reasonably be expected to have a material effect on the results of the Company's operations. There are also no proceedings in which any of the Company's directors, officers or affiliates is an adverse party or has a material interest adverse to the Company's interest. Outside of the line of credit and debt disclosed in Note 11, the Company does not have any other financial commitments or contingencies. |
Subsequent events
Subsequent events | 3 Months Ended |
Mar. 31, 2023 | |
Subsequent Events [Abstract] | |
Subsequent events [Text Block] | 19. Subsequent events On March 15, 2023, the Company entered into a stock purchase agreement providing for the acquisition of all of the capital stock of Biodex Medical Systems, Inc., which consists principally of the Biodex Physical Medicine business. The Purchase Agreement replaced the previously disclosed asset purchase agreement covering the same business that was first announced on August 15, 2022. The Company completed the Acquisition on April 3, 2023. The purchase agreement provides that the Company shall purchase all of the capital stock of Biodex in consideration for a total of US $8 million in cash, minus indebtedness, transaction expenses and plus or minus a working capital adjustment, payable as follows: (i) a closing payment to the Sellers of US $1,000,000 in cash, and (ii) three installment payments totaling US $7 million, plus or minus the post-closing adjustment, as follows: US $2 million on July 1, 2023, US $3 million on October 1, 2023, plus or minus the Post-Closing Adjustment, and US $2 million on January 1, 2024. The payment of the installment payments is guaranteed by the Company and is secured by the pledge of the Biodex capital stock as security to Seller, pursuant to the terms of a promissory note. On May 15, 2023, the Company entered into and completed the acquisition pursuant to a Stock Purchase Agreement with the owner of Arrowhead Medical, LLC ("Arrowhead") providing for the acquisition of all of the ownership interests of Arrowhead. The purchase price consideration consists of the issuance at closing of one million (1,000,000) shares of the Company's Class A common stock, which is convertible into the Company's Common Shares, subject to limitations on conversion which prevent conversion of Class A shares if the holder owns more than 500,000 shares of the Company's Common Shares, or if the holder owns more than 9,9% of the outstanding Common Shares of the Company. The purchase price also includes the assumption by the Company of approximately $250,000 in bank debt under Arrowhead's asset-based line of credit, and a contingent earnout payment equal to one share of Class A common stock for each one dollar (US $1.00) of EBITDA generated by the Arrowhead business over the two-year period following the closing date, up to a maximum of 2 million Class A shares. In April 2023, pursuant to the earnout provisions of the acquisition agreement, the Company issued the Simbex sellers a total of 6,383,954 shares of common stock in the Simbex acquisition parent subsidiary, exchangeable for shares of the Company’s Class A common stock. The shares of Class A common stock are convertible into the Company’s Common Shares, subject to certain limits on conversion based on the number or percentage of Common Shares owned by each holder. As of May 15, 2023, the $4.4 million cash portion of the earnout consideration has not been paid by the Company. Under the terms of the Simbex acquisition agreement, the unpaid cash earnout payment accrues interest at the rate of 8% per annum. |
Significant accounting polici_2
Significant accounting policies (Policies) | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of consolidation [Policy Text Block] | a) Basis of consolidation These statements consolidate the accounts of the Company and its wholly owned operating subsidiaries, namely, Simbex, LLC ("Simbex"), ALG Health Plus, LLC ("Health Plus"), South Dakota Partners Inc. ("SDP"), Inspira Financial Company, Mio-Guard, LLC ("Mio-Guard"), DaMar Plastics Manufacturing Inc. ("DaMar"), and 1077863 B.C., Ltd. Additionally, these statements consolidate the Company's wholly owned holding company subsidiaries, namely, Pan Novus Hospital Sales Group, LLC, Brattle Acquisition I Corp., Simbex Acquisition Parent I Corporation, Simbex Acquisition Parent Corporation, Mio-Tech Parent LLC, and DaMar Acquisition Corporation. The Company owns 100% of all its subsidiaries. Intercompany balances and transactions are eliminated upon consolidation. |
Basis of measurement [Policy Text Block] | b) Basis of measurement The consolidated financial statements of the Company have been prepared on a historical cost basis except contingent consideration which are carried at fair value. |
Use of estimates [Policy Text Block] | c) Use of estimates The preparation of consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions. The Company bases its estimates and assumptions on current facts, historical experience, and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. This applies to useful lives of non-current assets, impairment of non-current assets, including goodwill and intangible assets, valuation of stock-based compensation, allowance for doubtful accounts, provisions for inventory, valuation allowance for deferred tax assets, the purchase price accounting of the businesses that the Company has acquired, including the acquisition date fair value of the identifiable assets and liabilities acquired, the fair value of contingent consideration as well as the associated remeasurement of earnouts, and assessment of going concern. The actual results experienced by the Company may differ materially and adversely from the Company's estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected. |
Operating segments [Policy Text Block] | d) Operating segments An operating segment is a component of the Company that engages in business activities from which it may earn revenues and incur expenses, including revenues and expenses that relate to transactions with any of the Company's other components. The segment operating results are reviewed regularly by the Company's CEO to make decisions about resources to be allocated to the segment and assess its performance, and for which discrete financial information is available. As of March 31, 2023, the Company has one segment, healthcare operations, which includes production, design, development, and sale of medical devices to businesses in the United States. Assets, liabilities, revenues and expenses from this segment are disclosed in the consolidated balance sheets and statements of operations and comprehensive loss. |
Fair value of financial instruments [Policy Text Block] | e) Fair value of financial instruments The Company's financial instruments consist principally of cash and cash equivalents, restricted cash, accounts receivable, security deposit, accounts payable and accrued liabilities, line of credit, debt, contingent consideration payable, lease liabilities and other liabilities. Financial Accounting Standards Board ("FASB") Accounting Standards Codification (ASC) Topic 820, Fair Value Measurements and Disclosures Financial Instruments The carrying amounts reported in the consolidated balance sheets for receivables and current liabilities each qualify as financial instruments and are a reasonable estimate of their fair values because of the short period of time between the origination of such instruments and their expected realization, low risk of counterparty default and their current market rate of interest. The three levels of valuation hierarchy are defined as follows: Level 1 - Quoted prices in active markets for identical assets or liabilities. Level 2 - Inputs, other than Level 1, that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets and liabilities. Assets and liabilities are classified based on the lowest level of input that is significant to the fair value measurements. The Company reviews the fair value hierarchy classification on a quarterly basis. Changes in the ability to observe valuation inputs may result in a reclassification of levels for certain assets or liabilities within the fair value hierarchy. The Company did not have any transfers of assets and liabilities between the levels of the fair value measurement hierarchy during the periods presented. As of March 31, 2023, and December 31, 2022, respectively, the Company did not identify any financial assets and liabilities other than contingent considerations resulting from the Simbex, ALG, DaMar, and Mio-Guard acquisitions, that would be required to be presented on the consolidated balance sheet at fair value. |
Revenue recognition [Policy Text Block] | f) Revenue recognition Revenue comprises goods and services provided to the Company's contracted customers and sales-based royalties charged by the Company to licensees of the Intellectual Property (IP) developed by the Company. In accordance with ASC 606 - Revenue from Contracts with Customers, The principles in ASC 606 are applied using the following five steps: 1. Identify the contract with a customer; 2. Identify the performance obligation(s) in the contract; 3. Determine the transaction price; 4. Allocate the transaction price to the performance obligation(s) in the contract; and 5. Recognize revenue when (or as) the performance obligation(s) are satisfied. SDP, Mio-Guard, DaMar, and Health Plus recognize revenue at a point-in-time upon transfer of control of goods to customers, which is generally upon shipment or delivery, depending on the delivery terms set forth in the customer contract, at an amount that reflects the consideration the Company received or expects to receive in exchange for the goods. Simbex recognizes its revenue over time as it meets its milestones and performs its obligations as agreed upon in its contracts with its customers. Payment received prior to the delivery of service is classified as "unearned customer deposits," and "unearned revenues." For sales contracts with terms of more than one year, the Company recognizes any significant financing component as revenue over the contractual period using the effective interest method, and the associated interest income is reflected accordingly on the consolidated statements of operations and comprehensive loss and included in other income. Provisions for discounts, returns and other adjustments are provided for the period in which the related sales are recorded. The Company has concluded that it is the principal in its revenue arrangements because it controls the goods or services before transferring them to the customer. The Company typically provides warranties for general repairs of defects that existed at the time of sale. These assurance-type warranties are accounted for as warranty provisions, if any. |
Research and development costs [Policy Text Block] | g) Research and development costs Research and development costs are generally expensed as incurred. These costs primarily consist of personnel and related expenses and are classified as part of the selling, general, and administrative expenses on the consolidated statements of operations and comprehensive loss. |
Cash and cash equivalents and restricted cash [Policy Text Block] | h) Cash and cash equivalents and restricted cash Cash and cash equivalents comprise of highly liquid interest-bearing securities that are readily convertible to cash and are subject to an insignificant risk of changes in value. The maturities of these securities as at the purchase date are 90 days or less. Restricted cash includes cash that is subject to legal restrictions or is unavailable for general operating purposes. |
Inventories [Policy Text Block] | i) Inventories Inventories are comprised of raw material, work-in-progress, trading goods, and finished goods, which consist principally of electrodes, electronic components, subassemblies, steel, plastic, hardware, fasteners, and purchased sports medicine products and are stated at the lower of cost (first-in, first-out) and net realizable value and include direct labor, materials, and other related costs. The Company periodically reviews inventory for evidence of slow-moving or obsolete items, and writes inventory down to net realizable value, as needed. This write-down is based on management's review of inventories on hand, compared to estimated future usage and sales, shelf-life assumptions, and assumptions about the likelihood of obsolescence. If actual market conditions are less favorable than those projected by the Company, additional write-downs may be required. Inventory impairment charges establish a new cost basis for inventory and charges are not reversed subsequently to income, even if circumstances later suggest that increased carrying amounts are recoverable. |
Goodwill [Policy Text Block] | j) Goodwill Goodwill represents the excess of costs over fair value of net assets acquired from the Company's business combinations. Goodwill and intangible assets acquired in a business combination and determined to have an indefinite useful life are not amortized, but instead are tested for impairment at least annually in accordance with the FASB issued Accounting Standards Update ("ASU") No. 2017-04 Intangibles-Goodwill and Other When evaluating whether the goodwill is impaired, the Company compares the fair value of the reporting unit to which the goodwill is assigned to its carrying amount, including goodwill. The Company identifies the reporting unit on a basis that is similar to its method for identifying operating segments as defined by the Segment Reporting Topic of the FASB ASC. If the carrying amount of a reporting unit exceeds its fair value, then the amount of the impairment loss must be measured. This evaluation is applied annually. |
Property and equipment [Policy Text Block] | k) Property and equipment Property and equipment are carried at cost less accumulated depreciation and impairment, if any. Expenditures for maintenance and repairs are charged to earnings as incurred; additions, renewals and betterments are capitalized. When property and equipment are retired or otherwise disposed of, the related cost and accumulated depreciation are removed from the respective accounts, and any gain or loss is included in operations. Depreciation is computed using the straight-line method over the estimated useful lives of the assets as follows: Asset Life Machinery and equipment 3 - 10 years Computer equipment and software 3 - 5 years Furniture and fixtures 7 - 10 years Leasehold improvements Over the lease period Land improvements Over the lease period |
Right-of-use asset [Policy Text Block] | l) Right-of-use asset The Company's right-of-use assets consist of leased assets recognized in accordance with ASC 842, Leases which requires lessees to recognize a lease liability and a corresponding lease asset for virtually all lease contracts. Right-of-use assets represent the Company's right to use an underlying asset for the lease term and lease liability represents the Company's obligation to make lease payments arising from the lease, both of which are recognized based on the present value of the future minimum lease payments over the lease term at the commencement date. Leases with a lease term of 12 months or less at inception are not recorded on the consolidated balance sheets and are expensed on a straight-line basis over the lease term in the consolidated statement of operations and comprehensive loss. The Company determines the lease term by agreement with the lessor. In cases where the lease does not provide an implicit interest rate, the Company uses the Company's incremental borrowing rate based on the information available at commencement date in determining the present value of future payments. |
Intangible assets [Policy Text Block] | m) Intangible assets Intangible assets consist of trademarks, intellectual property, customer base and non-competes (Note 4). Intangible assets with finite lives are amortized on a straight-line basis over their estimated useful lives and are measured at cost less accumulated amortization and accumulated impairment losses per the table below: Intangible asset Life Tradename - Trademarks 5 years Non-competes 5 years Intellectual Property 5 years Customer Base 15 years The intangible assets with finite useful lives are reviewed for impairment when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the assets' carrying amounts. In that event, a loss is recognized based on the amount by which the carrying amount exceeds the fair value of the long-lived assets. The next assessment of useful lives will be performed as of December 31, 2023. |
Impairment for Long-Lived Assets [Policy Text Block] | n) Impairment for Long-Lived Assets The Company applies the provisions of ASC Topic 360, Property, Plant, and Equipment, which addresses financial accounting and reporting for the impairment or disposal of long-lived assets. ASC 360 requires impairment losses to be recorded on long-lived assets, including right-of-use assets, used in operations when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the assets' carrying amounts. In that event, a loss is recognized based on the amount by which the carrying amount exceeds the fair value of the long-lived assets. Loss on long-lived assets to be disposed of is determined in a similar manner, except that fair values are reduced for the cost of disposal. Based on its review on March 31, 2023, the Company believes there was no impairment of its long-lived assets. |
Business Combination and Contingent consideration [Policy Text Block] | o) Business Combination and Contingent consideration A business combination is a transaction or other event in which control over one or more businesses is obtained. A business is an integrated set of activities and assets that is capable of being conducted and managed for the purpose of providing a return in the form of dividends, lower costs or other economic benefits. A business consists of inputs and processes applied to those inputs that have the ability to create outputs that provide a return to the Company and its shareholders. A business need not include all of the inputs and processes that were used by the acquiree to produce outputs if the business can be integrated with the inputs and processes of the Company to continue to produce outputs. The Company considers several factors to determine whether the set of activities and assets is a business. Business acquisitions are accounted for using the acquisition method whereby acquired assets and liabilities are recorded at fair value as of the date of acquisition with the excess of the purchase consideration over such fair value being recorded as goodwill and allocated to reporting units. If the fair value of the net assets acquired exceeds the purchase consideration, the difference is recognized immediately as a gain in the consolidated statements of operations and comprehensive loss. Acquisition-related costs are expensed during the period in which they are incurred, except for the cost of debt or equity instruments issued in relation to the acquisition which is included in the carrying amount of the related instrument. Certain fair values may be estimated at the acquisition date pending confirmation or completion of the valuation process. Where provisional values are used in accounting for a business combination, they are adjusted retrospectively in subsequent periods. However, the measurement period will not exceed one year from the acquisition date. The determination of the value of goodwill and intangible assets arising from business combinations requires extensive use of accounting estimates and judgments to allocate the purchase price to the fair value of the net tangible and intangible assets acquired. |
Stock-Based Compensation [Policy Text Block] | p) Stock-Based Compensation The Company records stock-based compensation in accordance with FASB ASC Topic 718, Compensation-Stock Compensation. FASB ASC Topic 718 requires companies to measure compensation cost for stock-based employee compensation at fair value at the grant date and recognize the expense over the requisite service period. The Company recognizes in the consolidated statements of operations and comprehensive loss the grant-date fair value of stock options and other equity-based compensation issued to employees and non-employees. |
Basic and Diluted Earnings Per Share [Policy Text Block] | q) Basic and Diluted Earnings Per Share The Company has adopted the ASC 260-10 which provides for calculation of "basic" and "diluted" earnings per share. Basic earnings per share includes no dilution and is computed by dividing net income or loss available to stockholders by the weighted average number of common shares and Class A shares outstanding for the period. Except for voting rights, the Company's common stock and Class A shares have the same dividend rights, are equal in all respects, and are otherwise treated as if they were one class of shares, including the treatment for the earnings per share calculations. Diluted earnings per share reflect the potential dilution of securities that could share in the earnings of an entity. Diluted earnings per share exclude all potentially dilutive shares if their effect is anti-dilutive. There were no potentially dilutive shares outstanding as of March 31, 2023. |
Foreign Currency Transactions and Comprehensive Income [Policy Text Block] | r) Foreign Currency Transactions and Comprehensive Income U.S. GAAP generally requires recognized revenue, expenses, gains and losses be included in net income. Certain statements, however, require entities to report specific changes in assets and liabilities, such as gain or loss on foreign currency translation, as a separate component of the equity section of the balance sheet. Such items, along with net income, are components of comprehensive income. The functional currency of the Company's subsidiaries is the US dollar. Translation gains (losses) are classified as an item of other comprehensive income in the stockholders' equity section of the consolidated balance sheet. |
Income Taxes [Policy Text Block] | s) Income Taxes The Company accounts for income taxes in accordance with ASC Topic 740, Income Taxes Under ASC 740, a tax position is recognized as a benefit only if it is 'more likely than not' that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination. For tax positions not meeting the 'more likely than not' test, no tax benefit is recorded. The Company has no material uncertain tax positions for any of the reporting periods presented. |
Share purchase warrants [Policy Text Block] | t) Share purchase warrants The Company accounts for the share purchase warrants issued to investor and brokers pursuant to equity financing as either equity-classified or liability-classified instruments based on an assessment of the specific terms of the warrants and applicable authoritative guidance in ASC 480, Distinguishing Liabilities from Equity and ASC 815, Derivatives and Hedging. The assessment considers whether the Warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and meet all of the requirements for equity classification under ASC 815, including whether the Warrants are indexed to the Company's own shares and whether the holders of the warrants could potentially require "net cash settlement" in a circumstance outside of the Company's control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of issuance of the Warrants and as of each subsequent reporting period end date while the warrants are outstanding. For issued investor warrants and broker warrants that meet all of the criteria for equity classification, such warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued investor warrants and broker warrants that do not meet all the criteria for equity classification, liability-classified warrants are required to be recorded at their initial fair value on the date of issuance, and each unaudited interim condensed consolidated balance sheet date thereafter. Changes in the estimated fair value of such warrants are recognized as a non-cash gain or loss on the consolidated statements of operations and comprehensive loss. For the periods ended March 31, 2023, and December 31, 2022, respectively, the Company concluded based on the above mentioned that the issued investor warrants, and broker warrants met the criteria for equity classification in accordance with ASC 815-40 and therefore were classified under equity. The fair value of those warrants is determined by using Black Scholes valuation model on the date of issuance. The relative fair value method is applied to allocate gross proceeds from equity financing into its shares and warrants portion respectively. Those costs directly contributable to equity financing are accounted for as a reduction under stockholders' equity. |
Reclassification [Policy Text Block] | u) Reclassification Certain prior year amounts have been reclassified for consistency with the current period presentation. These reclassifications had no effect on the reported results of operations. |
Recently issued pronouncements [Policy Text Block] | v) Recently issued pronouncements In September 2022, the FASB issued Accounting Standards Update (ASU) No. 2022-04 that requires additional qualitative and quantitative disclosures surrounding supplier finance programs intended to help investors better consider the effect of these programs on a company's working capital, liquidity, and cash flows over time. This update is effective for fiscal years beginning after December 15, 2022, including interim periods, except for the disclosure of roll forward information, which is effective for fiscal years beginning after December 15, 2023. Early adoption is permitted. The Company is currently evaluating the impact this update will have on its disclosures in future unaudited interim condensed consolidated financial statements. In June 2022, the FASB issued ASU 2022-03 Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions ("ASU 2022-03"), which (1) clarifies the guidance in ASC 820 on the fair value measurement of an equity security that is subject to a contractual sale restriction and (2) requires specific disclosures related to such an equity security. Under current guidance, stakeholders have observed diversity in practice related to whether contractual sale restrictions should be considered in the measurement of the fair value of equity securities that are subject to such restrictions. On the basis of interpretations of existing guidance and the current illustrative example in ASC 820-10-55-52 of a restriction on the sale of an equity instrument, some entities use a discount for contractual sale restrictions when measuring fair value, while others view the application of such a discount to be inconsistent with the principles of ASC 820. To reduce the diversity in practice and increase the comparability of reported financial information, ASU 2022-03 clarifies this guidance and amends the illustrative example. ASU No. 2022-03 is effective for fiscal years beginning after December 15, 2023, with early adoption permitted. The Company is in the process of determining the impact the adoption will have on its consolidated financial statements as well as whether to early adopt the new guidance. In March 2022, the FASB issued ASU No. 2022-02, Troubled Debt Restructurings and Vintage Disclosures. ASU 2022-02 eliminates the accounting guidance on troubled debt restructurings for creditors in ASC Topic 310 and amends the guidance on "vintage disclosures" to require disclosure of current-period gross write-offs by year of origination. ASU 2022-02 also updates the requirements related to accounting for credit losses under ASC Topic 326 and adds enhanced disclosures for creditors with respect to loan re-financings and restructurings for borrowers experiencing financial difficulty. ASU 2022-02 is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The Company is currently evaluating the extent of the impact of this ASU, but do not expect the adoption of this standard to have a significant impact on its unaudited interim condensed consolidated financial statements. In October 2021 FASB, issued ASU No. 2021-08, Business Combinations (Topic 805), Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, which requires an entity (acquirer) to recognize and measure contract assets and liabilities acquired in a business combination in accordance with Topic 606. This update is effective for fiscal years beginning after December 15, 2022, and interim periods within those fiscal years, with early adoption permitted. The amendments should be applied prospectively to business combinations occurring on or after the effective date of the amendments. The Company has elected to early adopt this standard. However, it did not have a material impact on the Company's unaudited interim condensed consolidated financial statements. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses, which changes the accounting for recognizing impairments of financial assets. Under the new guidance, credit losses for certain types of financial instruments will be estimated based on expected losses. The new guidance also modifies the impairment models for available-for-sale debt securities and for purchased financial assets with credit deterioration since their origination. This update is effective for annual periods beginning after December 15, 2022, as amended by ASU No. 2019-10, and interim periods within those periods, and early adoption is permitted. The Company adopted ASU 2016-13 as of January 1, 2023 and the adoption did not have a material effect on the unaudited interim condensed consolidated financial statements. In March 2020, the FASB issued ASU No. 2020-04 providing optional expedients and exceptions to account for the effects of reference rate reform to contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued. The optional guidance, which became effective on March 12, 2020, could be applied through December 31, 2022. In December 2022, the FASB issued No 2022-06 extending the sunset date of the relief provided under ASU No. 2020-04 to December 31, 2024. The ASU has not impacted the unaudited interim condensed consolidated financial statements. The Company has various contracts that reference LIBOR and is assessing how this standard may be applied to specific contract modifications through December 31, 2024. Management does not believe that any recently issued, but not yet effective, accounting standards could have a material effect on the accompanying consolidated financial statements. As new accounting pronouncements are issued, the Company will adopt those that are applicable under the circumstances. |
Significant accounting polici_3
Significant accounting policies (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Schedule of useful life for property plant and equipment [Table Text Block] | Asset Life Machinery and equipment 3 - 10 years Computer equipment and software 3 - 5 years Furniture and fixtures 7 - 10 years Leasehold improvements Over the lease period Land improvements Over the lease period |
Schedule of finite-lived intangible assets [Table Text Block] | Intangible asset Life Tradename - Trademarks 5 years Non-competes 5 years Intellectual Property 5 years Customer Base 15 years |
Acquisitions (Tables)
Acquisitions (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
South Dakota Partners Inc [Member] | |
Business Acquisition [Line Items] | |
Schedule of purchase price allocation of acquisition of SDP [Table Text Block] | Cash $ 255 Security deposit 461,066 Accounts receivable 2,763,621 Inventories 4,958,833 Prepaid expenses 21,651 Property and equipment 1,409,421 Right-of-use assets 2,343,947 Intangible assets 2,199,444 Goodwill 9,090,357 Accounts payable (821,244 ) Accrued expenses (201,733 ) Customer deposits (221,290 ) Line of credit (3,732,414 ) Debt (2,971,350 ) Lease liability (2,498,095 ) Deferred tax liability (557,559 ) Other liabilities (163,130 ) Total adjusted purchase price 12,081,780 Goodwill $ 9,090,357 Tradename - Trademarks 341,929 Intellectual Property 320,823 Customer Base 1,266,405 Non-Competes 270,287 Total identifiable intangible assets including goodwill $ 11,289,801 |
Schedule of value of total consideration [Table Text Block] | Stock (Parent Special Stock) 12,340,570 Floor Guarantee/Contingent Liability 1,139,910 Earn-out /Contingent Consideration (Revenue) (21,924 ) Earn-out /Contingent Consideration (Net Assets) (1,376,776 ) Total Consideration $ 12,081,780 |
Simbex, LLC [Member] | |
Business Acquisition [Line Items] | |
Schedule of allocation of purchase price [Table Text Block] | Cash $ 632,697 Accounts Receivable 1,402,315 Work-in-process 301,180 Prepaid expenses 34,992 Property and equipment 122,916 Other receivables 6,395 Intangible Assets 5,175,486 Goodwill 6,263,204 Accounts payable and accrued liabilities (33,560 ) Accrued expenses (1,095 ) Unearned revenue (131,016 ) Deferred tax liability (1,311,986 ) Total adjusted purchase price $ 12,461,528 |
Schedule of goodwill and other intangible assets [Table Text Block] | Goodwill $ 6,263,204 Tradename - Trademarks 933,865 Customer Base 3,648,148 Non-Competes 593,473 Total identifiable intangible assets including goodwill $ 11,438,690 |
Schedule of value of total consideration [Table Text Block] | Cash $ 4,428,900 Working Capital Adjustment 1,262,859 Value of Escrowed Stock 126,540 Value of Earnout / Contingent Consideration 6,643,229 Total Consideration $ 12,461,528 |
Mio Guard [Member] | |
Business Acquisition [Line Items] | |
Schedule of allocation of purchase price [Table Text Block] | Cash $ 3,363 Accounts receivable 531,602 Inventory 498,897 Property and equipment 73,445 Right-of-use assets 476,955 Intangible assets and goodwill 2,329,018 Accounts payable (764,225 ) Due to related parties (2,307 ) Lease liability (471,926 ) Deferred tax liability (233,958 ) Total adjusted purchase price $ 2,440,864 |
Schedule of goodwill and other intangible assets [Table Text Block] | Goodwill (including workforce) $ 1,143,514 Tradename 356,160 Customer Relationships 774,648 Non-Competes 54,696 Total identifiable intangible assets including goodwill $ 2,329,018 |
Schedule of value of total consideration [Table Text Block] | Cash $ 572,400 1,300,000 Class B units issued at closing 702,000 Quarterly Earnout payments (Maximum of 2,700,000 Class B Units) 1,166,464 Total Consideration $ 2,440,864 |
DaMar [Member] | |
Business Acquisition [Line Items] | |
Schedule of allocation of purchase price [Table Text Block] | Cash $ 199,982 Accounts receivable 731,640 Inventory 791,552 Property and equipment 1,390,121 Right-of-use assets 3,061,590 Prepaid and other 158,696 Intangible assets and goodwill 4,677,092 Accounts payable and other assumed liabilities (177,232 ) Other liabilities (3,972 ) Unearned revenues (104,401 ) Lease liability (1,568,820 ) Deferred tax liability (1,186,588 ) Total adjusted purchase price $ 7,969,660 |
Schedule of goodwill and other intangible assets [Table Text Block] | Goodwill (including workforce) $ 2,718,941 Tradename 169,625 Customer Relationships 1,316,290 Non-Competes 472,236 Total identifiable intangible assets including goodwill $ 4,677,092 |
Schedule of value of total consideration [Table Text Block] | Cash $ 4,071,000 Working capital adjustment 274,375 Stock (in Salona Global Buyer exchangeable for Class A shares in the Company) 967,650 Value of earnout/contingent consideration 2,656,635 Total Consideration $ 7,969,660 |
Accounts receivable (Tables)
Accounts receivable (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Receivables [Abstract] | |
Schedule of accounts receivable [Table Text Block] | March 31, 2023 December 31, 2022 Trade accounts receivable 7,508,435 6,426,616 Allowance for doubtful accounts (73,281 ) (73,341 ) Long-term accounts receivable 171,869 189,616 Total accounts receivable 7,607,023 6,542,891 |
Inventories (Tables)
Inventories (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Inventory Disclosure [Abstract] | |
Schedule of inventories [Table Text Block] | March 31, 2023 December 31, 2022 Raw materials $ 5,390,518 $ 6,414,482 Work in progress 436,923 771,507 Finished goods 142,161 170,198 Trading goods 724,178 746,439 Total $ 6,693,780 $ 8,102,626 |
Property and equipment (Tables)
Property and equipment (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property, plant and equipment [Table Text Block] | Cost December 31, 2022 Additions Disposal Translation March 31, 2023 Machinery and equipment $ 3,371,161 $ 93,232 $ - $ (2,739 ) $ 3,461,654 Computer equipment and software 272,031 $ - - (221 ) 271,810 Furniture and fixtures 63,672 $ - - (53 ) 63,619 Land improvements 24,186 $ - - (20 ) 24,166 Leasehold improvements 146,451 $ - - (118 ) 146,333 Total $ 3,877,501 $ 93,232 $ - $ (3,151 ) $ 3,967,582 Accumulated amortization December 31, 2022 Additions Disposal Translation March 31, 2023 Machinery and equipment $ 411,654 $ 166,888 $ - $ (247 ) $ 578,295 Computer equipment and software 38,092 24,618 - (18 ) 62,692 Furniture and fixtures 2,868 1,444 - (2 ) 4,310 Land improvements 1,209 574 (1 ) 1,782 Leasehold improvements 23,780 (9,260 ) - (23 ) 14,497 Total $ 477,603 $ 184,264 $ - $ (291 ) $ 661,576 Net Book Value 3,399,898 3,306,006 |
Intangible assets (Tables)
Intangible assets (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of intangible assets [Table Text Block] | Cost December 31, 2022 Additions Disposal March 31, 2023 Tradename - Trademarks $ 1,801,579 $ - $ - $ 1,801,579 Intellectual Property 564,024 - - 564,024 Customer Base 7,005,491 - - 7,005,491 Non-Competes 1,390,692 - - 1,390,692 Total $ 10,761,786 $ - $ - $ 10,761,786 Accumulated Amortization December 31, 2022 Additions Disposal March 31, 2023 Tradename - Trademarks $ 427,176 $ 95,153 $ - $ 522,329 Intellectual Property 151,378 30,083 - 181,461 Customer Base 525,925 115,242 - 641,167 Non-Competes 281,145 110,068 - 391,213 Total $ 1,385,624 $ 350,546 $ - $ 1,736,170 Net Book Value $ 9,376,162 $ 9,025,616 |
Accounts payable and accrued _2
Accounts payable and accrued liabilities (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Payables and Accruals [Abstract] | |
Schedule of accounts payable and accrued liabilities [Table Text Block] | March 31, 2023 December 31, 2022 Accounts payable $ 4,922,368 $ 5,269,323 Accrued liabilities 1,200,126 1,371,858 Other liabilities 1,335,175 1,807,702 Total $ 7,457,669 $ 8,448,883 |
Line of credit and debt (Tables
Line of credit and debt (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of debt [Table Text Block] | Debt Balance, December 31, 2022 $ 770,004 Additions - Principal repayments (39,463 ) Translation (646 ) Balance, March 31, 2023 729,895 Less: current portion (198,274 ) Long-term portion $ 531,621 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Leases [Abstract] | |
Schedule of right-of-use assets and lease liabilities [Table Text Block] | Right-of-use assets Balance, December 31, 2022 $ 7,781,300 Acquired 376,746 Amortization (381,833 ) Impact of modification - Translation (12,489 ) Balance, March 31, 2023 $ 7,763,724 Lease liability Current Long-term Balance, December 31, 2022 $ 6,830,586 $ 847,253 $ 5,983,333 Acquired 376,746 Interest lease expense 104,660 Lease payments (338,590 ) Impact of modification - Translation (1,489 ) Balance, March 31, 2023 $ 6,971,913 $ 964,971 $ 6,006,942 |
Schedule of future minimum lease payments payable [Table Text Block] | Twelve months ending March 31, 2024 $ 1,340,509 Twelve months ending March 31, 2025 1,383,581 Twelve months ending March 31, 2026 1,402,879 Twelve months ending March 31, 2027 897,889 Twelve months ending March 31, 2028 609,387 2029 and thereafter 3,393,698 Total future minimum lease payments 9,027,943 Less: Interest on lease liabilities (2,056,030 ) Total present value of minimum lease payments 6,971,913 Less: current portion 964,971 Non-current portion $ 6,006,942 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Stockholders' Equity Note [Abstract] | |
Schedule of outstanding class A shares to be issued [Table Text Block] | Grant date Exercise price Number of Number of Weighted average March 28, 2014 2.13 5,103 5,103 0.99 September 23, 2019 0.19 28,155 - 1.48 June 8, 2021 0.99 663,300 221,100 3.17 June 8, 2021 0.86 1,444,520 481,507 3.17 June 8, 2021 0.86 225,000 225,000 3.17 July 7, 2021 1.39 400,000 133,333 3.38 December 6, 2021 0.65 1,049,230 263,179 3.69 January 19, 2022 0.65 150,000 50,000 3.81 March 9, 2022 0.54 230,000 46,000 3.94 April 13, 2022 0.78 236,700 - 4.04 April 26, 2022 0.90 150,000 - 4.07 July 18, 2022 0.79 306,100 - 4.30 August 29, 2022 0.69 200,000 - 4.42 December 12, 2022 0.50 40,000 - 4.70 February 10, 2023 0.47 780,000 - 4.87 Total 0.79 5,908,108 1,425,222 3.71 |
Schedule of stock option activity [Table Text Block] | Number of options Weighted Avg. Exercise Price Balance as of February 28, 2022 4,277,032 0.78 Options exercised (28,154 ) 0.19 Options expired (101,290 ) (0.34 ) Options issued 1,525,350 0.12 Balance as of December 31, 2022 5,672,938 0.81 Options exercised (147,400 ) 0.23 Options expired (397,430 ) (0.31 ) Options issued 780,000 0.06 Balance as of March 31, 2023 5,908,108 $ 0.79 |
Schedule of warrants issued [Table Text Block] | Grant date Exercise price Number of warrants Number of warrants Weighted Avg. Remaining Life (years) November 11, 2021 0.86 199,804 199,804 0.62 February 15, 2022 0.55 542,431 542,431 1.88 February 15, 2022 0.70 7,749,000 7,749,000 1.88 Total $ 0.70 8,491,235 8,491,235 1.85 |
Schedule of summary warrant [Table Text Block] | Number of Warrants Weighted Avg. Exercise Balance as of February 28, 2022 11,732,373 0.79 Warrants issued as part of finance deal - - Broker warrants issued as part of finance deal - - Warrants exercised and forfeited (3,241,138 ) (0.09 ) Balance as of December 31, 2022 8,491,235 0.70 Warrants issued as part of finance deal - - Broker warrants issued as part of finance deal - - Warrants exercised and forfeited - - Balance as of March 31, 2023 8,491,235 0.70 |
Transaction costs (Tables)
Transaction costs (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Costs and Expenses [Abstract] | |
Schedule of transaction costs including legal, audit and US regulatory [Table Text Block] | For the three months ended March 31, 2023 March 31, 2022 Consulting and professional fees 173,849 1,089,502 General expenses 284,922 109,618 Transaction costs 458,771 1,199,120 |
Description of the business (Na
Description of the business (Narrative) (Details) - Subsequent events [Member] - Biodex Medical Systems, Inc [Member] - CAD ($) | Apr. 03, 2023 | Apr. 03, 2023 |
Variable Interest Entity [Line Items] | ||
Cash consideration | $ 1,000,000 | |
Purchase Agreement [Member] | ||
Variable Interest Entity [Line Items] | ||
Cash consideration | $ 8,000,000 | |
Working capital adjustment, payable terms | (i) a closing payment to the Sellers of US $1,000,000 in cash, and (ii) three installment payments totaling US $7 million, plus or minus the post-closing adjustment, as follows: US $2 million on July 1, 2023, US $3 million on October 1, 2023, plus or minus the Post-Closing Adjustment, and US $2 million on January 1, 2024. |
Significant accounting polici_4
Significant accounting policies (Narrative) (Details) | 3 Months Ended |
Mar. 31, 2023 | |
Concentration Risk [Line Items] | |
Subsidiary ownership percentage | 100% |
Significant accounting polici_5
Significant accounting policies - Schedule of estimated useful lives of property and equipment (Details) | 3 Months Ended |
Mar. 31, 2023 | |
Machinery and equipment [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 3 years |
Machinery and equipment [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 10 years |
Computer equipment and software [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 3 years |
Computer equipment and software [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 5 years |
Furniture and fixtures [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 7 years |
Furniture and fixtures [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 10 years |
Leasehold improvements [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | Over the lease period |
Land Improvements [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | Over the lease period |
Significant accounting polici_6
Significant accounting policies - Schedule of estimated useful lives of Intangible asset (Details) | 3 Months Ended |
Mar. 31, 2023 | |
Tradename - Trademarks [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated useful lives | 5 years |
Non-competes [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated useful lives | 5 years |
Intellectual Property [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated useful lives | 5 years |
Customer Base [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated useful lives | 15 years |
Acquisitions (Narrative) (Detai
Acquisitions (Narrative) (Details) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||||||||
Feb. 23, 2023 shares | Feb. 21, 2023 shares | Nov. 28, 2022 CAD ($) Individual $ / shares shares | Nov. 21, 2022 Individual $ / shares shares | Sep. 23, 2022 CAD ($) | May 31, 2022 CAD ($) shares | Feb. 28, 2022 CAD ($) | Nov. 29, 2021 shares | Sep. 30, 2021 CAD ($) shares | May 21, 2021 CAD ($) shares | Mar. 31, 2023 CAD ($) | Mar. 31, 2022 CAD ($) | Dec. 31, 2022 CAD ($) | Mar. 11, 2022 CAD ($) | |
Business Acquisition [Line Items] | ||||||||||||||
Payments to acquiremio guard | $ 0 | $ 572,400 | ||||||||||||
Liability for shares issued related to acquisition | 15,701,831 | $ 15,506,531 | ||||||||||||
Revenue | 10,683,229 | 8,668,415 | ||||||||||||
Earning before tax | (1,626,494) | (707,744) | ||||||||||||
Net earnings | (1,662,744) | $ (593,634) | ||||||||||||
South Dakota Partners Inc [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Number of stock issued as consideration | shares | 19,162,000 | 19,162,000 | ||||||||||||
Value of common stock issued as consideration | $ 14,371,500 | $ 12,340,570 | 11,919,900 | |||||||||||
ALG-Health, LLC [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Liability for shares issued related to acquisition | 298,183 | |||||||||||||
ALG-Health, LLC [Member] | Maximum [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Number of shares issued to agents | shares | 21,000,000 | |||||||||||||
Simbex, LLC [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Liability for shares issued related to acquisition | 7,288,123 | |||||||||||||
Cash consideration | $ 5,691,759 | |||||||||||||
Number of stock issued as consideration | shares | 6,383,954 | |||||||||||||
Value of common stock issued as consideration | $ 6,769,769 | |||||||||||||
Impairment to goodwill | $ 5,520,522 | |||||||||||||
Contingent consideration liability of cash | 4,415,344 | |||||||||||||
Contingent consideration liability consists of stock earn-out payments | $ 2,872,779 | |||||||||||||
Mio-Guard, LLC [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Business acquisition, acquired ownership percentage | 100% | |||||||||||||
Liability for shares issued related to acquisition | 1,324,344 | $ 1,166,465 | ||||||||||||
DaMar [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Business acquisition, acquired ownership percentage | 100% | |||||||||||||
Liability for shares issued related to acquisition | $ 3,624,286 | $ 6,791,181 | ||||||||||||
Value of common stock issued as consideration | $ 967,650 | |||||||||||||
Class A [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Shares issued related to acquisition of SDP (in shares) | shares | 11,481,890 | 1,275,770 | ||||||||||||
Class A [Member] | ALG-Health, LLC [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Number of stock issued as consideration | shares | 1,000,000 | 1,048,500 | ||||||||||||
Number of individuals | Individual | 1 | 2 | ||||||||||||
Shares issued, fair market price per share | $ / shares | $ 0.68 | $ 0.61 | ||||||||||||
Value of common stock issued as consideration | $ 693,365 |
Acquisitions - Schedule of allo
Acquisitions - Schedule of allocation of purchase price (Details) - CAD ($) | Mar. 31, 2023 | Dec. 31, 2022 | Sep. 23, 2022 | Mar. 11, 2022 | Sep. 30, 2021 | May 21, 2021 |
Business Acquisition [Line Items] | ||||||
Goodwill | $ 13,695,194 | $ 13,695,194 | ||||
South Dakota Partners Inc [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Cash | $ 255 | |||||
Security deposit | 461,066 | |||||
Accounts receivable | 2,763,621 | |||||
Inventories | 4,958,833 | |||||
Prepaid expenses | 21,651 | |||||
Property and equipment | 1,409,421 | |||||
Right-of-use assets | 2,343,947 | |||||
Intangible assets | 2,199,444 | |||||
Goodwill | 9,090,357 | |||||
Accounts payable | (821,244) | |||||
Accrued expenses | (201,733) | |||||
Customer deposits | (221,290) | |||||
Line of credit | (3,732,414) | |||||
Debt | (2,971,350) | |||||
Lease liability | (2,498,095) | |||||
Deferred tax liability | (557,559) | |||||
Other liabilities | (163,130) | |||||
Total adjusted purchase price | $ 12,081,780 | |||||
Simbex, LLC [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Cash | $ 632,697 | |||||
Accounts receivable | 1,402,315 | |||||
Work-in-process | 301,180 | |||||
Prepaid expenses | 34,992 | |||||
Property and equipment | 122,916 | |||||
Other receivables | 6,395 | |||||
Intangible assets | 5,175,486 | |||||
Goodwill | 6,263,204 | |||||
Accrued expenses | (1,095) | |||||
Accounts payable and accrued liabilities | (33,560) | |||||
Unearned revenue | (131,016) | |||||
Deferred tax liability | (1,311,986) | |||||
Total adjusted purchase price | $ 12,461,528 | |||||
Mio Guard [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Cash | $ 3,363 | |||||
Accounts receivable | 531,602 | |||||
Inventories | 498,897 | |||||
Property and equipment | 73,445 | |||||
Right-of-use assets | 476,955 | |||||
Goodwill | 1,143,514 | |||||
Intangible assets and goodwill | 2,329,018 | |||||
Accounts payable | (764,225) | |||||
Due to related parties | (2,307) | |||||
Lease liability | (471,926) | |||||
Deferred tax liability | (233,958) | |||||
Total adjusted purchase price | $ 2,440,864 | |||||
DaMar [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Cash | $ 199,982 | |||||
Accounts receivable | 731,640 | |||||
Inventories | 791,552 | |||||
Prepaid expenses | 158,696 | |||||
Property and equipment | 1,390,121 | |||||
Right-of-use assets | 3,061,590 | |||||
Goodwill | 2,718,941 | |||||
Intangible assets and goodwill | 4,677,092 | |||||
Accounts payable and other assumed liabilities | (177,232) | |||||
Unearned revenue | (104,401) | |||||
Lease liability | (1,568,820) | |||||
Deferred tax liability | (1,186,588) | |||||
Other liabilities | (3,972) | |||||
Total adjusted purchase price | $ 7,969,660 |
Acquisitions - Schedule of good
Acquisitions - Schedule of goodwill and other intangible assets (Details) - CAD ($) | Mar. 31, 2023 | Dec. 31, 2022 | Sep. 23, 2022 | Mar. 11, 2022 | Sep. 30, 2021 | May 21, 2021 |
Business Acquisition [Line Items] | ||||||
Goodwill | $ 13,695,194 | $ 13,695,194 | ||||
South Dakota Partners Inc [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Goodwill | $ 9,090,357 | |||||
Tradename - Trademarks | 341,929 | |||||
Intellectual Property | 320,823 | |||||
Customer Base | 1,266,405 | |||||
Non-Competes | 270,287 | |||||
Total identifiable intangible assets including goodwill | $ 11,289,801 | |||||
Simbex, LLC [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Goodwill | $ 6,263,204 | |||||
Tradename - Trademarks | 933,865 | |||||
Customer Base | 3,648,148 | |||||
Non-Competes | 593,473 | |||||
Total identifiable intangible assets including goodwill | $ 11,438,690 | |||||
Mio Guard [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Goodwill | $ 1,143,514 | |||||
Tradename - Trademarks | 356,160 | |||||
Customer Relationships | 774,648 | |||||
Non-Competes | 54,696 | |||||
Total identifiable intangible assets including goodwill | $ 2,329,018 | |||||
DaMar [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Goodwill | $ 2,718,941 | |||||
Tradename - Trademarks | 169,625 | |||||
Customer Relationships | 1,316,290 | |||||
Non-Competes | 472,236 | |||||
Total identifiable intangible assets including goodwill | $ 4,677,092 |
Acquisitions - Schedule of valu
Acquisitions - Schedule of value of total consideration (Details) - CAD ($) | 1 Months Ended | 12 Months Ended | ||||
Mar. 11, 2022 | Sep. 23, 2022 | May 31, 2022 | Sep. 30, 2021 | May 21, 2021 | Dec. 31, 2022 | |
South Dakota Partners Inc [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Stock (Parent Special Stock) | $ 14,371,500 | $ 12,340,570 | $ 11,919,900 | |||
Floor Guarantee/Contingent Liability | 1,139,910 | |||||
Earn-out /Contingent Consideration (Revenue) | (21,924) | |||||
Earn-out /Contingent Consideration (Net Assets) | $ (1,376,776) | |||||
Number of stock issued as consideration | 19,162,000 | 19,162,000 | ||||
Total Consideration | $ 12,081,780 | |||||
Simbex, LLC [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Cash | $ 4,428,900 | |||||
Working Capital Adjustment | 1,262,859 | |||||
Value of Escrowed Stock | 126,540 | |||||
Stock (Parent Special Stock) | 6,769,769 | |||||
Earn-out /Contingent Consideration (Net Assets) | $ 6,643,229 | |||||
Number of stock issued as consideration | 6,383,954 | |||||
Total Consideration | $ 12,461,528 | |||||
Mio Guard [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Cash | $ 572,400 | |||||
1,300,000 Class B units issued at closing | 702,000 | |||||
Quarterly Earnout payments (Maximum of 2,700,000 Class B Units) | 1,166,464 | |||||
Total Consideration | $ 2,440,864 | |||||
DaMar [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Cash | $ 4,071,000 | |||||
Working Capital Adjustment | 274,375 | |||||
Stock (Parent Special Stock) | 967,650 | |||||
Earn-out /Contingent Consideration (Net Assets) | 2,656,635 | |||||
Total Consideration | $ 7,969,660 | |||||
Common Class B [Member] | Mio Guard [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Number of stock issued as consideration | 1,300,000 | |||||
Quarterly Earnout payments, maximum units issued | 2,700,000 |
Accounts receivable - Schedule
Accounts receivable - Schedule of accounts receivable (Details) - CAD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Receivables [Abstract] | ||
Trade accounts receivable | $ 7,508,435 | $ 6,426,616 |
Allowance for doubtful accounts | (73,281) | (73,341) |
Long-term accounts receivable | 171,869 | 189,616 |
Total accounts receivable | $ 7,607,023 | $ 6,542,891 |
Disaggregation of revenues (Nar
Disaggregation of revenues (Narrative) (Details) - CAD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Disaggregation of Revenue [Abstract] | ||
Point-in-time sales revenue | $ 8,135,192 | $ 5,407,505 |
Over-a-period sales revenue | $ 2,548,037 | $ 3,260,910 |
Inventories - Schedule of inven
Inventories - Schedule of inventories (Details) - CAD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 5,390,518 | $ 6,414,482 |
Work in progress | 436,923 | 771,507 |
Finished goods | 142,161 | 170,198 |
Trading goods | 724,178 | 746,439 |
Total | $ 6,693,780 | $ 8,102,626 |
Property and equipment - Schedu
Property and equipment - Schedule of property and equipment (Details) - CAD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Cost | ||
Beginning balance | $ 3,877,501 | |
Additions | 93,232 | |
Disposal | 0 | |
Translation | (3,151) | |
Ending balance | 3,967,582 | |
Accumulated depreciation | ||
Beginning balance | 477,603 | |
Additions | 184,264 | $ 69,123 |
Disposal | 0 | |
Translation | (291) | |
Ending balance | 661,576 | |
Net Book Value, beginning | 3,399,898 | |
Net Book Value, ending | 3,306,006 | |
Machinery and equipment [Member] | ||
Cost | ||
Beginning balance | 3,371,161 | |
Additions | 93,232 | |
Disposal | 0 | |
Translation | (2,739) | |
Ending balance | 3,461,654 | |
Accumulated depreciation | ||
Beginning balance | 411,654 | |
Additions | 166,888 | |
Disposal | 0 | |
Translation | (247) | |
Ending balance | 578,295 | |
Computer equipment and software [Member] | ||
Cost | ||
Beginning balance | 272,031 | |
Additions | 0 | |
Disposal | 0 | |
Translation | (221) | |
Ending balance | 271,810 | |
Accumulated depreciation | ||
Beginning balance | 38,092 | |
Additions | 24,618 | |
Disposal | 0 | |
Translation | (18) | |
Ending balance | 62,692 | |
Furniture and fixtures [Member] | ||
Cost | ||
Beginning balance | 63,672 | |
Additions | 0 | |
Disposal | 0 | |
Translation | (53) | |
Ending balance | 63,619 | |
Accumulated depreciation | ||
Beginning balance | 2,868 | |
Additions | 1,444 | |
Disposal | 0 | |
Translation | (2) | |
Ending balance | 4,310 | |
Land improvements [Member] | ||
Cost | ||
Beginning balance | 24,186 | |
Additions | 0 | |
Disposal | 0 | |
Translation | (20) | |
Ending balance | 24,166 | |
Accumulated depreciation | ||
Beginning balance | 1,209 | |
Additions | 574 | |
Translation | (1) | |
Ending balance | 1,782 | |
Leasehold improvements [Member] | ||
Cost | ||
Beginning balance | 146,451 | |
Additions | 0 | |
Disposal | 0 | |
Translation | (118) | |
Ending balance | 146,333 | |
Accumulated depreciation | ||
Beginning balance | 23,780 | |
Additions | (9,260) | |
Disposal | 0 | |
Translation | (23) | |
Ending balance | $ 14,497 |
Intangible assets - Schedule of
Intangible assets - Schedule of intangible assets (Details) - CAD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Cost | ||
Beginning balance | $ 10,761,786 | |
Additions | 0 | |
Disposal | 0 | |
Ending balance | 10,761,786 | |
Accumulated amortization | ||
Beginning balance | 1,385,624 | |
Additions | 350,546 | $ 214,981 |
Disposal | 0 | |
Ending balance | 1,736,170 | |
Net book Value, beginning | 9,376,162 | |
Net Book Value, ending | 9,025,616 | |
Tradename - Trademarks [Member] | ||
Cost | ||
Beginning balance | 1,801,579 | |
Additions | 0 | |
Disposal | 0 | |
Ending balance | 1,801,579 | |
Accumulated amortization | ||
Beginning balance | 427,176 | |
Additions | 95,153 | |
Disposal | 0 | |
Ending balance | 522,329 | |
Intellectual Property [Member] | ||
Cost | ||
Beginning balance | 564,024 | |
Additions | 0 | |
Disposal | 0 | |
Ending balance | 564,024 | |
Accumulated amortization | ||
Beginning balance | 151,378 | |
Additions | 30,083 | |
Disposal | 0 | |
Ending balance | 181,461 | |
Customer Base [Member] | ||
Cost | ||
Beginning balance | 7,005,491 | |
Additions | 0 | |
Disposal | 0 | |
Ending balance | 7,005,491 | |
Accumulated amortization | ||
Beginning balance | 525,925 | |
Additions | 115,242 | |
Disposal | 0 | |
Ending balance | 641,167 | |
Non-Completes [Member] | ||
Cost | ||
Beginning balance | 1,390,692 | |
Additions | 0 | |
Disposal | 0 | |
Ending balance | 1,390,692 | |
Accumulated amortization | ||
Beginning balance | 281,145 | |
Additions | 110,068 | |
Disposal | 0 | |
Ending balance | $ 391,213 |
Accounts payable and accrued _3
Accounts payable and accrued liabilities (Narrative) (Details) - CAD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Payables And Accruals [Line Items] | ||
Unearned customer deposits and revenues | $ 932,081 | $ 1,549,729 |
Accounts payable and accrued _4
Accounts payable and accrued liabilities - Schedule of accounts payable and accrued liabilities (Details) - CAD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Payables and Accruals [Abstract] | ||
Accounts payable | $ 4,922,368 | $ 5,269,323 |
Accrued liabilities | 1,200,126 | 1,371,858 |
Other liabilities | 1,335,175 | 1,807,702 |
Total | $ 7,457,669 | $ 8,448,883 |
Line of credit and debt (Narrat
Line of credit and debt (Narrative) (Details) | 3 Months Ended | ||||||||
Jan. 13, 2023 USD ($) | Jun. 09, 2021 CAD ($) | Jun. 09, 2021 USD ($) | Mar. 31, 2023 CAD ($) | Mar. 31, 2022 CAD ($) | Mar. 31, 2023 USD ($) | Dec. 31, 2022 CAD ($) | Dec. 31, 2022 USD ($) | Jun. 09, 2021 USD ($) | |
Debt Instrument [Line Items] | |||||||||
Inventories, net | $ 6,693,780 | $ 8,102,626 | |||||||
Accounts receivable | 7,607,023 | 6,542,891 | |||||||
Outstanding balance | 8,081,745 | 5,162,711 | |||||||
Proceeds from Lines of Credit | 2,921,717 | $ 1,002,338 | |||||||
Total debt | 729,895 | 770,004 | |||||||
Current portion of debt | 198,274 | 195,489 | |||||||
Long-term portion of debt | $ 531,621 | 574,515 | |||||||
Line of Credit [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Line of credit facility, maximum borrowing amount | $ 5,400,000 | ||||||||
Line of credit facility, interest rate description | Borrowings bear interest at 4% or prime +0.75% per annum | ||||||||
Outstanding balance | $ 6,034,788 | 4,459,313 | $ 5,162,711 | $ 3,811,807 | |||||
Line of credit facilty, terms | The balance of the line of credit may not exceed the lesser of US $5,400,000 or the sum of 90% of accounts receivable, 50% of raw materials, 60% of finished inventory (up to US $2,500,000) and an amortizing borrowing base of $400,000 (which shall be reduced $16,667 each month), which must be met on a monthly basis. Additionally, the Company cannot make any loans, advances, or intercompany transfers of cash flow at any time. Since the execution of the debt line on June 9, 2021, to March 31, 2023, the Company was in compliance with the financial covenant. | ||||||||
Remaining balance of line of credit | 5,400,000 | ||||||||
Amount of amortizing borrowing base | $ 400,000 | ||||||||
Amortizing borrowing reduced per month | 16,667 | ||||||||
SDP [Member] | Line of Credit [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Inventories, net | 5,798,336 | 4,284,591 | |||||||
Accounts receivable | 3,732,141 | 2,757,807 | |||||||
Damar Plastics Manufacturing, Inc, Mio-guard Llc And Simbex Llc Entered Into Loan And Security Agreement And Related Schedule With Pathward, National Association [Member] | Line of Credit [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Line of credit facility, maximum borrowing amount | $ 5,500,000 | ||||||||
Line of credit facility, interest rate description | variable interest rate of the greater of 6% or 0.75% in excess of the rate shown in the Wall Street Journal as the prime rate per annum | ||||||||
Outstanding balance | 2,046,957 | 1,512,569 | |||||||
Term Note [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Line of credit facility, interest rate | 6% | 6% | |||||||
Borrowing amount | $ 1,014,975 | $ 750,000 | |||||||
Interest rate, stated percentage | 2.75% | 2.75% | |||||||
Periodic payment | $ 19,613 | $ 14,500 | |||||||
Outstanding balance | 729,895 | 539,345 | |||||||
Term Note [Member] | South Dakota Development Corporation [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Borrowing amount | $ 1,617,826 | $ 1,195,468 |
Line of credit and debt - Sched
Line of credit and debt - Schedule of debt (Details) - CAD ($) | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Debt Instrument [Line Items] | |||
Balance, December 31, 2022 | $ 770,004 | ||
Additions | 2,921,717 | $ 1,002,338 | |
Balance, March 31, 2023 | 729,895 | ||
Less: current portion | (198,274) | $ (195,489) | |
Long-term portion | 531,621 | $ 574,515 | |
Crestmark term loan [Member] | |||
Debt Instrument [Line Items] | |||
Balance, December 31, 2022 | 770,004 | ||
Additions | 0 | ||
Principal repayments | (39,463) | ||
Translation | (646) | ||
Balance, March 31, 2023 | 729,895 | ||
Less: current portion | (198,274) | ||
Long-term portion | $ 531,621 |
Leases (Narrative) (Details)
Leases (Narrative) (Details) | 1 Months Ended | |||||||||||||||||
Jan. 09, 2023 CAD ($) | Jan. 09, 2023 USD ($) | Sep. 21, 2022 CAD ($) | Sep. 21, 2022 USD ($) | Jan. 31, 2022 CAD ($) | Jan. 31, 2022 USD ($) | Oct. 01, 2021 CAD ($) | Oct. 01, 2021 USD ($) | Jul. 01, 2019 CAD ($) | Jul. 01, 2019 USD ($) | Oct. 31, 2018 CAD ($) | Oct. 31, 2018 USD ($) | Mar. 31, 2023 CAD ($) | Dec. 31, 2022 CAD ($) | Jan. 01, 2022 | Oct. 01, 2021 USD ($) | Oct. 31, 2018 USD ($) | Jul. 01, 2012 | |
Lessee, Lease, Description [Line Items] | ||||||||||||||||||
Line of credit | $ 8,081,745 | $ 5,162,711 | ||||||||||||||||
Weighted average remaining lease term | 8 years 10 months 9 days | 9 years 3 months 25 days | ||||||||||||||||
Weighted average discount rate | 6.19% | 6.15% | ||||||||||||||||
Lease Agreements [Member] | SDP [Member] | ||||||||||||||||||
Lessee, Lease, Description [Line Items] | ||||||||||||||||||
Sale of facility in Clear Lake, South Dakota | $ 2,182,461 | |||||||||||||||||
Initial lease term | 15 years | 15 years | ||||||||||||||||
Amount of base annual rental | $ 258,299 | $ 190,965 | ||||||||||||||||
Renewal term of extension options | 5 years | 5 years | ||||||||||||||||
Lease base rental amount description | The base rental amount increases annually on the first day of the lease year at the lesser of 2% or 1.25 times the change in the price index, as defined. | The base rental amount increases annually on the first day of the lease year at the lesser of 2% or 1.25 times the change in the price index, as defined. | ||||||||||||||||
Letter of credit | $ 516,866 | $ 381,930 | ||||||||||||||||
Lease Agreements [Member] | Simbex, LLC [Member] | ||||||||||||||||||
Lessee, Lease, Description [Line Items] | ||||||||||||||||||
Initial lease term | 3 years | 3 years | 3 years | 3 years | ||||||||||||||
Amount of base annual rental | $ 138,585 | $ 102,458 | $ 212,953 | $ 157,440 | ||||||||||||||
Renewal term of extension options | 5 years | 5 years | ||||||||||||||||
Lease base rental amount description | The base rental amount increases annually on the first day of the lease year based on the change in the rolling average of the cost-of-living index for the prior six reporting periods. | The base rental amount increases annually on the first day of the lease year based on the change in the rolling average of the cost-of-living index for the prior six reporting periods. | ||||||||||||||||
Letter of credit | $ 126,350 | $ 93,413 | ||||||||||||||||
Lease Agreements [Member] | Inspira Financial [Member] | Carlsbad Location [Member] | ||||||||||||||||||
Lessee, Lease, Description [Line Items] | ||||||||||||||||||
Initial lease term | 4 years 2 months | 4 years 2 months | ||||||||||||||||
Amount of base annual rental | $ 108,397 | $ 80,140 | ||||||||||||||||
Renewal term of extension options | 5 years | 5 years | ||||||||||||||||
Lease Agreements [Member] | Mio-Guard, LLC [Member] | ||||||||||||||||||
Lessee, Lease, Description [Line Items] | ||||||||||||||||||
Initial lease term | 5 years | |||||||||||||||||
Amount of base annual rental | $ 115,858 | $ 85,656 | ||||||||||||||||
Lease base rental amount description | The base rental amount increases annually on the first day of the lease year at the lesser of 2.27% or 1.25 times the change in the price index, as defined. | The base rental amount increases annually on the first day of the lease year at the lesser of 2.27% or 1.25 times the change in the price index, as defined. | ||||||||||||||||
Lease Agreements [Member] | DaMar [Member] | ||||||||||||||||||
Lessee, Lease, Description [Line Items] | ||||||||||||||||||
Initial lease term | 7 years | |||||||||||||||||
Amount of base annual rental | $ 443,696 | $ 328,032 | ||||||||||||||||
Renewal term of extension options | 7 years | 7 years | ||||||||||||||||
Lease base rental amount description | The base rental amount increases annually on the first day of the lease year by 3% of the proceeding month's lease payment as defined in the agreement. | The base rental amount increases annually on the first day of the lease year by 3% of the proceeding month's lease payment as defined in the agreement. |
Leases - Schedule of right-of-u
Leases - Schedule of right-of-use assets and lease liabilities (Details) - CAD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Leases [Abstract] | ||
Right-of-use assets opening balance | $ 7,781,300 | |
Acquired | 376,746 | |
Amortization | (381,833) | $ (86,425) |
Impact of modification | 0 | |
Translation | (12,489) | |
Right-of-use assets ending balance | 7,763,724 | |
Lease liability opening balance | 6,830,586 | |
Lease liability, Acquired | 376,746 | |
Interest lease expense | 104,660 | |
Lease payments | (338,590) | |
Impact of modification | 0 | |
Translation | (1,489) | |
Lease liability ending balance | 6,971,913 | |
Lease liability, current opening balance | 847,253 | |
Lease liability, current ending balance | 964,971 | |
Lease liability, long-term opening balance | 5,983,333 | |
Lease liability, long-term ending balance | $ 6,006,942 |
Leases - Schedule of future min
Leases - Schedule of future minimum lease payments payable (Details) - CAD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Leases [Abstract] | ||
Twelve months ending March 31, 2024 | $ 1,340,509 | |
Twelve months ending March 31, 2025 | 1,383,581 | |
Twelve months ending March 31, 2026 | 1,402,879 | |
Twelve months ending March 31, 2027 | 897,889 | |
Twelve months ending March 31, 2028 | 609,387 | |
2029 and thereafter | 3,393,698 | |
Total future minimum lease payments | 9,027,943 | |
Less: Interest on lease liabilities | (2,056,030) | |
Total present value of minimum lease payments | 6,971,913 | $ 6,830,586 |
Less: current portion | 964,971 | 847,253 |
Non-current portion | $ 6,006,942 | $ 5,983,333 |
Stockholders' Equity (Narrative
Stockholders' Equity (Narrative) (Details) - CAD ($) | 1 Months Ended | 3 Months Ended | 10 Months Ended | ||||||||
Mar. 02, 2023 | Feb. 10, 2023 | Feb. 07, 2023 | Jan. 10, 2023 | Feb. 23, 2023 | Feb. 21, 2023 | May 31, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Stockholders Equity Note [Line Items] | |||||||||||
Common stock, value | $ 38,970,199 | $ 38,767,442 | |||||||||
Value of common shares issued in satisfaction of indebtedness owed to service provider | 0 | $ 0 | |||||||||
Share-based compensation | $ 345,524 | $ 438,569 | |||||||||
Exercise price of stock options | $ 0.06 | $ 0.12 | |||||||||
Number of stock options exercised | 147,400 | 147,400 | 28,154 | ||||||||
Common stock from stock options exercised | 147,400 | ||||||||||
Proceeds from exercise of stock options | $ 39,002 | $ 33,902 | |||||||||
Stock options exercised | 73,700 | ||||||||||
Stock option, exercise price | $ 0.27 | ||||||||||
Stock options exercised | 73,700 | ||||||||||
Stock option, exercise price | $ 0.19 | ||||||||||
Class A [Member] | |||||||||||
Stockholders Equity Note [Line Items] | |||||||||||
Fair market price per share | $ 0.47 | $ 0.43 | $ 0.75 | $ 0.75 | |||||||
Common stock, value | 11,097,512 | $ 1,800,064 | |||||||||
Shares exchanged to Class A Shares | $ 339,079 | $ 104,850 | |||||||||
Number of common shares exchanged | 339,079 | 104,850 | |||||||||
Shares issued related to acquisition (in shares) | (11,481,890) | (1,275,770) | |||||||||
Class A Shares to be issued [Member] | |||||||||||
Stockholders Equity Note [Line Items] | |||||||||||
Common stock, value | $ 4,696,005 | $ 14,264,250 | |||||||||
Common Stock [Member] | |||||||||||
Stockholders Equity Note [Line Items] | |||||||||||
Common shares outstanding | 54,151,709 | 52,539,162 | 53,707,780 | 44,790,162 | |||||||
Value of common shares outstanding | $ 38,970,199 | $ 38,767,442 | |||||||||
Shares issued on financing, net (in shares) | 7,749,000 | ||||||||||
Class A Shares exchanged for common shares (in shares) | 443,929 | ||||||||||
Class A Shares exchanged for common shares | $ 202,757 | ||||||||||
Common Stock [Member] | Class A [Member] | |||||||||||
Stockholders Equity Note [Line Items] | |||||||||||
Common shares outstanding | 15,717,656 | 1,355,425 | 3,403,925 | 1,355,425 | |||||||
Common stock, value | $ 11,097,512 | $ 1,800,064 | |||||||||
Class A Shares exchanged for common shares (in shares) | (443,929) | ||||||||||
Class A Shares exchanged for common shares | $ (270,797) | ||||||||||
Shares to be issued related to acquisition of SDP (in shares) | 12,900,660 | ||||||||||
Shares issued related to acquisition (in shares) | (12,757,660) | ||||||||||
Common Stock [Member] | Class A Shares to be issued [Member] | |||||||||||
Stockholders Equity Note [Line Items] | |||||||||||
Common shares outstanding | 6,261,340 | 0 | 19,019,000 | 0 | |||||||
Shares to be issued related to acquisition of SDP (in shares) | 19,162,000 | ||||||||||
Shares to be issued related to acquisition of SDP | $ 4,686,005 | ||||||||||
Shares issued related to acquisition (in shares) | 12,757,660 | ||||||||||
Two officers and three employees [Member] | |||||||||||
Stockholders Equity Note [Line Items] | |||||||||||
Number of share options granted | 780,000 | ||||||||||
Exercisable period of stock option | 5 years | ||||||||||
Exercise price of stock options | $ 0.47 | ||||||||||
Fair value of per options estimated on date of grant | $ 0.46 | ||||||||||
Expected volatility | 204% | ||||||||||
Expected dividend yield | 0% | ||||||||||
Risk-free interest rate | 3.17% | ||||||||||
Stock price | $ 0.47 | ||||||||||
Expected life | 5 years | ||||||||||
Minimum [Member] | |||||||||||
Stockholders Equity Note [Line Items] | |||||||||||
Stock option vesting period | 1 year | ||||||||||
Maximum [Member] | |||||||||||
Stockholders Equity Note [Line Items] | |||||||||||
Stock option vesting period | 10 years |
Stockholders' Equity - Schedule
Stockholders' Equity - Schedule of outstanding stock options (Details) - $ / shares | 3 Months Ended | ||
Mar. 31, 2023 | Dec. 31, 2022 | Feb. 28, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Exercise price | $ 0.79 | $ 0.81 | $ 0.78 |
Number of options | 5,908,108 | 5,672,938 | 4,277,032 |
Number of vested options | 1,425,222 | ||
Weighted average remaining life (years) | 3 years 8 months 15 days | ||
March 28, 2014 [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Exercise price | $ 2.13 | ||
Number of options | 5,103 | ||
Number of vested options | 5,103 | ||
Weighted average remaining life (years) | 11 months 26 days | ||
September 23, 2019 [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Exercise price | $ 0.19 | ||
Number of options | 28,155 | ||
Number of vested options | 0 | ||
Weighted average remaining life (years) | 1 year 5 months 23 days | ||
June 8, 2021 [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Exercise price | $ 0.99 | ||
Number of options | 663,300 | ||
Number of vested options | 221,100 | ||
Weighted average remaining life (years) | 3 years 2 months 1 day | ||
June 8, 2021 [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Exercise price | $ 0.86 | ||
Number of options | 1,444,520 | ||
Number of vested options | 481,507 | ||
Weighted average remaining life (years) | 3 years 2 months 1 day | ||
June 8, 2021 [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Exercise price | $ 0.86 | ||
Number of options | 225,000 | ||
Number of vested options | 225,000 | ||
Weighted average remaining life (years) | 3 years 2 months 1 day | ||
July 7, 2021 [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Exercise price | $ 1.39 | ||
Number of options | 400,000 | ||
Number of vested options | 133,333 | ||
Weighted average remaining life (years) | 3 years 4 months 17 days | ||
December 6, 2021 [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Exercise price | $ 0.65 | ||
Number of options | 1,049,230 | ||
Number of vested options | 263,179 | ||
Weighted average remaining life (years) | 3 years 8 months 8 days | ||
January 19, 2022 [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Exercise price | $ 0.65 | ||
Number of options | 150,000 | ||
Number of vested options | 50,000 | ||
Weighted average remaining life (years) | 3 years 9 months 21 days | ||
March 9, 2022 [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Exercise price | $ 0.54 | ||
Number of options | 230,000 | ||
Number of vested options | 46,000 | ||
Weighted average remaining life (years) | 3 years 11 months 8 days | ||
April 13, 2022 [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Exercise price | $ 0.78 | ||
Number of options | 236,700 | ||
Number of vested options | 0 | ||
Weighted average remaining life (years) | 4 years 14 days | ||
April 26, 2022 [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Exercise price | $ 0.9 | ||
Number of options | 150,000 | ||
Number of vested options | 0 | ||
Weighted average remaining life (years) | 4 years 25 days | ||
July 18, 2022 [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Exercise price | $ 0.79 | ||
Number of options | 306,100 | ||
Number of vested options | 0 | ||
Weighted average remaining life (years) | 4 years 3 months 18 days | ||
August 29, 2022 [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Exercise price | $ 0.69 | ||
Number of options | 200,000 | ||
Number of vested options | 0 | ||
Weighted average remaining life (years) | 4 years 5 months 1 day | ||
December 12, 2022 [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Exercise price | $ 0.5 | ||
Number of options | 40,000 | ||
Number of vested options | 0 | ||
Weighted average remaining life (years) | 4 years 8 months 12 days | ||
February 10, 2023 [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Exercise price | $ 0.47 | ||
Number of options | 780,000 | ||
Number of vested options | 0 | ||
Weighted average remaining life (years) | 4 years 10 months 13 days |
Stockholders' Equity - Schedu_2
Stockholders' Equity - Schedule of changes to stock options (Details) - $ / shares | 3 Months Ended | 10 Months Ended | |
Mar. 02, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | |
Stockholders' Equity Note [Abstract] | |||
Number of options outstanding at beginning of period | 5,672,938 | 4,277,032 | |
Number of stock options exercised | (147,400) | (147,400) | (28,154) |
Number of options expired | (397,430) | (101,290) | |
Number of options issued | 780,000 | 1,525,350 | |
Number of options outstanding at ending of period | 5,908,108 | 5,672,938 | |
Weighted average balance, beginning of period | $ 0.81 | $ 0.78 | |
Weighted average exercise price, Options exercised | 0.23 | 0.19 | |
Weighted average exercise price, Options expired | (0.31) | (0.34) | |
Weighted average exercise price, Options issued | 0.06 | 0.12 | |
Weighted average balance, ending of period | $ 0.79 | $ 0.81 |
Stockholders' Equity - Schedu_3
Stockholders' Equity - Schedule of outstanding warrants (Details) - Warrant [Member] | 3 Months Ended |
Mar. 31, 2023 $ / shares shares | |
Class of Warrant or Right [Line Items] | |
Exercise price | $ / shares | $ 0.7 |
Number of warrants | 8,491,235 |
Number of warrants vested | 8,491,235 |
Remaining Life (years) | 1 year 10 months 6 days |
November 11, 2021 [Member] | |
Class of Warrant or Right [Line Items] | |
Exercise price | $ / shares | $ 0.86 |
Number of warrants | 199,804 |
Number of warrants vested | 199,804 |
Remaining Life (years) | 7 months 13 days |
February 15, 2022 [Member] | |
Class of Warrant or Right [Line Items] | |
Exercise price | $ / shares | $ 0.55 |
Number of warrants | 542,431 |
Number of warrants vested | 542,431 |
Remaining Life (years) | 1 year 10 months 17 days |
February 15, 2022 [Member] | |
Class of Warrant or Right [Line Items] | |
Exercise price | $ / shares | $ 0.7 |
Number of warrants | 7,749,000 |
Number of warrants vested | 7,749,000 |
Remaining Life (years) | 1 year 10 months 17 days |
Stockholders' Equity - Schedu_4
Stockholders' Equity - Schedule of summary of warrants (Details) - Warrant [Member] - $ / shares | 3 Months Ended | 10 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Class of Warrant or Right [Line Items] | ||
Balance outstanding at beginning of period | 8,491,235 | 11,732,373 |
Balance Exercise Price at beginning of period | $ 0.7 | $ 0.79 |
Number of warrants issued as part of finance deal | 0 | 0 |
Weighted average exercise price of Warrants issued as part of finance deal | $ 0 | $ 0 |
Number of broker warrants issued as part of finance deal | 0 | 0 |
Weighted average exercise price of broker warrants issued as part of finance deal | $ 0 | |
Number of warrants exercised and forfeited | 0 | (3,241,138) |
Weighted average exercise price of Warrants exercised and forfeited | $ (0.09) | |
Balance outstanding at ending of period | 8,491,235 | 8,491,235 |
Balance Exercise Price at ending of period | $ 0.7 | $ 0.7 |
Related party transactions (Nar
Related party transactions (Narrative) (Details) | 3 Months Ended | |||
Mar. 31, 2023 CAD ($) | Mar. 31, 2023 USD ($) | Mar. 31, 2022 CAD ($) | Mar. 31, 2022 USD ($) | |
Michael Dalsin [Member] | ||||
Related Party Transaction [Line Items] | ||||
Amounts of related party | $ 565,136 | $ 452,000 | $ 565,136 | $ 452,000 |
Roger Greene [Member] | ||||
Related Party Transaction [Line Items] | ||||
Amounts of related party | 82,520 | 66,000 | 82,520 | 66,000 |
Advanced Strategic Associates, LLC [Member] | ||||
Related Party Transaction [Line Items] | ||||
Amounts of related party | 18,873 | 14,841 | 18,873 | 14,841 |
Aggregate compensation | 6,497 | 4,941 | 577,512 | 461,899 |
Advanced Strategic Associates, LLC [Member] | Michael Dalsin [Member] | ||||
Related Party Transaction [Line Items] | ||||
Amounts of related party | 584,009 | 466,841 | 584,009 | 466,841 |
Marquette Partners Inc [Member] | ||||
Related Party Transaction [Line Items] | ||||
Amounts of related party | 33,233 | 26,072 | 33,233 | 26,072 |
Aggregate compensation | 12,988 | 9,879 | 102,765 | 82,193 |
Marquette Partners Inc [Member] | Roger Greene [Member] | ||||
Related Party Transaction [Line Items] | ||||
Amounts of related party | 115,753 | 92,072 | 115,753 | 92,072 |
Hedgehog Financial Corporation [Member] | ||||
Related Party Transaction [Line Items] | ||||
Aggregate compensation | 0 | 0 | 110,443 | 88,333 |
Hedgehog Financial Corporation [Member] | Andrew Cross [Member] | ||||
Related Party Transaction [Line Items] | ||||
Amounts of related party | $ 110,443 | $ 88,333 | $ 110,443 | $ 88,333 |
Transaction costs - Schedule of
Transaction costs - Schedule of transaction costs including legal, audit and US regulatory (Details) - CAD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Transaction Costs Including Legal Audit And United States Regulatory [Line Items] | ||
Transaction costs | $ 458,771 | $ 1,199,120 |
Transactions Costs [Member] | ||
Transaction Costs Including Legal Audit And United States Regulatory [Line Items] | ||
Consulting and professional fees | 173,849 | 1,089,502 |
General expenses | $ 284,922 | $ 109,618 |
Cash and cash equivalents and_2
Cash and cash equivalents and restricted cash (Narrative) (Details) | Mar. 31, 2023 CAD ($) | Mar. 31, 2023 USD ($) | Dec. 31, 2022 CAD ($) |
Cash and Cash Equivalents [Abstract] | |||
Cash equivalents | $ 0 | $ 0 | |
Cash held in escrow | $ 1,353,000 | $ 1,000,000 |
Income Taxes (Narrative) (Detai
Income Taxes (Narrative) (Details) - CAD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Provision for income taxes | $ 36,250 | $ 114,110 |
Subsequent events (Narrative) (
Subsequent events (Narrative) (Details) - CAD ($) | 1 Months Ended | ||||||||
Jan. 01, 2024 | Oct. 01, 2023 | Jul. 01, 2023 | May 15, 2023 | Apr. 03, 2023 | Apr. 15, 2023 | Feb. 23, 2023 | Feb. 21, 2023 | Sep. 30, 2021 | |
Class A Common stock [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Maximum Class A shares issued for contingent earnout payment | 11,481,890 | 1,275,770 | |||||||
Simbex, LLC [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Business acquisition, consideration transferred | $ 12,461,528 | ||||||||
Cash portion of acquisition price | $ 5,691,759 | ||||||||
Number of stock issued as consideration | 6,383,954 | ||||||||
Subsequent events [Member] | Biodex Medical Systems, Inc [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Business acquisition, consideration transferred | $ 8,000,000 | ||||||||
Cash portion of acquisition price | 1,000,000 | ||||||||
Subsequent events [Member] | Biodex Medical Systems, Inc [Member] | Post-Closing Adjustment [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Cash portion of acquisition price | $ 2,000,000 | $ 3,000,000 | $ 2,000,000 | $ 7,000,000 | |||||
Subsequent events [Member] | Arrowhead Medical, LLC [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Expected purchase price | $ 250,000 | ||||||||
Business acquisition, contingent consideration arrangements | a contingent earnout payment equal to one share of Class A common stock for each one dollar (US $1.00) of EBITDA generated by the Arrowhead business over the two-year period following the closing date, up to a maximum of 2 million Class A shares. | ||||||||
Subsequent events [Member] | Arrowhead Medical, LLC [Member] | Class A Common stock [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Number of stock issued as consideration | 1,000,000 | ||||||||
Description of equity interests issued | Class A common stock, which is convertible into the Company's Common Shares, subject to limitations on conversion which prevent conversion of Class A shares if the holder owns more than 500,000 shares of the Company's Common Shares, or if the holder owns more than 9,9% of the outstanding Common Shares of the Company. | ||||||||
Minimum ownership of shares to prevent conversion of class A shares | 500,000 | ||||||||
Maximum Class A shares issued for contingent earnout payment | 2,000,000 | ||||||||
Subsequent events [Member] | Simbex, LLC [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Business acquisition, contingent consideration arrangements | As of May 15, 2023, the $4.4 million cash portion of the earnout consideration has not been paid by the Company. Under the terms of the Simbex acquisition agreement, the unpaid cash earnout payment accrues interest at the rate of 8% per annum. | ||||||||
Minimum cash availability required for principal reduction payments to be paid | $ 4,400,000 | ||||||||
Earnout shares | 6,383,954 |