Document and Entity Information
Document and Entity Information | 9 Months Ended |
Sep. 30, 2023 shares | |
Cover [Abstract] | |
Entity Registrant Name | SALONA GLOBAL MEDICAL DEVICE CORPORATION |
Entity Central Index Key | 0001617765 |
Document Type | 10-Q |
Document Period End Date | Sep. 30, 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 | 56,991,592 |
Document Fiscal Period Focus | Q3 |
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 | 49 Natcon Drive |
Entity Address, City or Town | Shirley |
City Area Code | 800 |
Local Phone Number | 760-6826 |
Entity Address, State or Province | NY |
Entity Address, Postal Zip Code | 11967 |
Unaudited Interim Condensed Con
Unaudited Interim Condensed Consolidated Balance Sheets - CAD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Assets | ||
Cash and cash equivalents | $ 1,052,647 | $ 1,928,464 |
Accounts receivable, net | 9,986,167 | 6,353,275 |
Inventories, net | 12,132,422 | 8,102,626 |
Prepaid expenses and other receivables | 2,203,034 | 216,489 |
Total current assets | 25,374,270 | 16,600,854 |
Security deposit | 608,459 | 566,198 |
Long-term accounts receivable | 0 | 189,616 |
Long-term prepaid expenses and other receivables | 241,024 | 441,025 |
Property and equipment, net | 3,843,493 | 3,399,898 |
Operating lease right-of-use assets, net | 11,489,568 | 7,781,300 |
Intangible assets, net | 10,191,624 | 9,376,162 |
Goodwill | 16,143,398 | 13,695,194 |
Total assets | 67,891,836 | 52,050,247 |
Liabilities | ||
Line of credit | 7,682,971 | 5,162,711 |
Accounts payable and accrued liabilities | 9,918,137 | 6,641,181 |
Current portion of debt | 9,463,750 | 195,489 |
Current portion of operating lease liability | 1,514,813 | 847,253 |
Other liabilities | 2,152,083 | 1,807,702 |
Obligation for payment of earn-out consideration | 9,278,389 | 15,506,531 |
Total current liabilities | 40,010,143 | 30,160,867 |
Debt, net of current portion | 764,235 | 574,515 |
Operating lease liability, net of current portion | 7,722,597 | 5,983,333 |
Total liabilities | 48,496,975 | 36,718,715 |
Stockholders' equity | ||
Common stock, value | 39,680,472 | 38,767,442 |
Additional paid-in-capital | 9,452,567 | 8,072,610 |
Accumulated other comprehensive income | 2,075,134 | 1,688,452 |
Deficit | (49,051,405) | (49,261,286) |
Total stockholders' equity | 19,394,861 | 15,331,532 |
Total liabilities and stockholders' equity | 67,891,836 | 52,050,247 |
Class A Common stock [Member] | ||
Stockholders' equity | ||
Common stock, value | 12,542,088 | 1,800,064 |
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 | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Common stock, No par value | $ 0 | $ 0 |
Common Stock, Shares Authorized, Unlimited [Fixed List] | Unlimited | Unlimited |
Common stock, shares issued | 56,791,592 | 53,707,780 |
Common stock, shares outstanding | 56,791,592 | 53,707,780 |
Class A [Member] | ||
Common stock, No par value | $ 0 | $ 0 |
Common Stock, Shares Authorized, Unlimited [Fixed List] | Unlimited | Unlimited |
Common stock, shares issued | 21,378,799 | 3,403,925 |
Common stock, shares outstanding | 21,378,799 | 3,403,925 |
Common stock to be issued [Member] | ||
Common stock, shares outstanding | 0 | 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 | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Income Statement [Abstract] | ||||
Revenue | $ 19,647,489 | $ 11,019,251 | $ 46,905,793 | $ 29,448,811 |
Cost of revenue | ||||
Direct service personnel | 1,509,715 | 1,508,339 | 4,987,474 | 4,382,736 |
Direct material costs | 10,546,970 | 6,036,325 | 23,937,770 | 14,588,950 |
Other direct costs | 322,641 | 292,528 | 984,112 | 792,049 |
Total cost of revenue | 12,379,326 | 7,837,192 | 29,909,356 | 19,763,735 |
Gross margin | 7,268,163 | 3,182,059 | 16,996,437 | 9,685,076 |
Operating expenses | ||||
Selling, general, and administrative | 7,098,604 | 3,340,021 | 17,940,188 | 9,064,720 |
Depreciation of property and equipment | 273,092 | 172,654 | 722,422 | 313,594 |
Amortization of operating lease right-of-use assets | 518,873 | 133,991 | 1,441,014 | 304,027 |
Amortization of intangible assets | 392,615 | 254,706 | 1,093,714 | 718,716 |
Total operating expenses | 8,283,184 | 3,901,372 | 21,197,338 | 10,401,057 |
Net operating loss | (1,015,021) | (719,313) | (4,200,901) | (715,981) |
Interest expense | (641,466) | (196,788) | (1,373,998) | (432,005) |
Foreign exchange (loss) gain | (80) | (62,971) | 4,438 | (66,904) |
Other income | 1,185,110 | 1,252 | 2,000,671 | 1,300 |
Provision for impairment | 0 | 0 | 0 | (5,527,913) |
Change in fair value of earnout consideration | 0 | 0 | 1,165,697 | (2,451,600) |
Change in fair value of contingent consideration | 3,542,325 | (8,053,337) | 3,269,230 | (2,659,329) |
Transaction costs | (72,839) | (838,957) | (607,151) | (2,407,366) |
Net income (loss) before taxes | 2,998,029 | (9,870,114) | 257,986 | (14,259,798) |
Provision for income taxes | (9,561) | 69,033 | (48,105) | 214,750 |
Net income (loss) | 2,988,468 | (9,801,081) | 209,881 | (14,045,048) |
Other comprehensive income | ||||
Foreign currency translation gain | 324,132 | 400,253 | 386,682 | 1,068,257 |
Comprehensive income (loss) | $ 3,312,600 | $ (9,400,828) | $ 596,563 | $ (12,976,791) |
Net loss per share | ||||
Net loss per share - Basic | $ 0.04 | $ (0.18) | $ 0 | $ (0.27) |
Net loss per share - Diluted | $ 0.03 | $ (0.18) | $ 0 | $ (0.27) |
Weighted average number of common stock and Class A shares outstanding - Basic | 77,978,130 | 54,719,867 | 71,504,018 | 52,981,400 |
Weighted average number of common stock and Class A shares outstanding - Diluted | 94,744,829 | 54,719,867 | 90,779,250 | 52,981,400 |
Unaudited Interim Condensed C_4
Unaudited Interim Condensed Consolidated Statements of Stockholders' 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 | 1,306,341 | 1,306,431 | ||||||
Shares issued on exercise of options | $ 8,426 | (3,097) | 5,329 | |||||
Shares issued on exercise of options (in shares) | 28,154 | |||||||
Shares issued on exercise of warrants | $ 229,598 | (13,645) | 215,953 | |||||
Shares issued on exercise of warrants (in Shares) | 454,817 | |||||||
Shares for debt settlement | 201,401 | |||||||
Shares to be issued related to acquisition of SDP | $ 14,371,500 | 14,371,500 | ||||||
Shares to be issued related to acquisition of SDP (in shares) | 19,162,000 | |||||||
Shares issued related to acquisition of SDP | $ 107,250 | $ (107,250) | ||||||
Shares issued related to acquisition of SDP (in shares) | 143,000 | (143,000) | ||||||
Class A Shares exchanged for common shares | $ 107,250 | $ (107,250) | ||||||
Class A Shares exchanged for common shares (in shares) | 143,000 | (143,000) | ||||||
Shares issued on financing, net | $ 201,401 | 201,401 | ||||||
Shares issued on financing, net (in shares) | 260,921 | |||||||
Shares issued on financing, net | $ 2,428,152 | 1,833,798 | 4,261,950 | |||||
Shares issued on financing, net (in shares) | 8,030,726 | |||||||
Share issuance costs | $ (760,258) | 203,819 | (556,439) | |||||
Foreign currency translation gain | 1,068,257 | 1,068,257 | ||||||
Net income (loss) for the period | (14,045,048) | (14,045,048) | ||||||
Balance at Sep. 30, 2022 | $ 38,767,442 | $ 480,479 | $ 0 | $ 14,264,250 | 7,661,467 | 1,615,430 | (47,198,623) | 15,590,445 |
Balance (in shares) at Sep. 30, 2022 | 53,707,780 | 1,355,425 | 0 | 19,019,000 | ||||
Balance at Jun. 30, 2022 | $ 38,391,371 | $ 480,479 | $ 0 | $ 14,264,250 | 7,457,454 | 1,215,177 | (37,397,542) | 24,411,189 |
Balance (in shares) at Jun. 30, 2022 | 53,165,133 | 1,355,425 | 0 | 19,019,000 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Stock based compensation | 378,683 | 378,683 | ||||||
Shares for debt settlement | $ 201,401 | 201,401 | ||||||
Shares for debt settlement (in shares) | 260,921 | |||||||
Shares issued on financing, net | $ 174,670 | (174,670) | ||||||
Shares issued on financing, net (in shares) | 281,726 | |||||||
Foreign currency translation gain | 400,253 | 400,253 | ||||||
Net income (loss) for the period | (9,801,081) | (9,801,081) | ||||||
Balance at Sep. 30, 2022 | $ 38,767,442 | $ 480,479 | $ 0 | $ 14,264,250 | 7,661,467 | 1,615,430 | (47,198,623) | 15,590,445 |
Balance (in shares) at Sep. 30, 2022 | 53,707,780 | 1,355,425 | 0 | 19,019,000 | ||||
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 | 1,001,733 | 1,001,733 | ||||||
Shares issued on exercise of options | $ 47,168 | (13,266) | $ 33,902 | |||||
Shares issued on exercise of options (in shares) | 147,400 | 147,400 | ||||||
Shares for debt settlement | $ 199,095 | |||||||
Shares to be issued related to acquisition of SDP | $ 4,696,005 | |||||||
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) | ||||||
Shares issued for settlement of liabilities | $ 84,381 | 114,714 | 199,095 | |||||
Shares issued settlement of liabilities (in shares) | 337,524 | |||||||
Shares issued related to Simbex agreement | $ 1,819,426 | 1,819,426 | ||||||
Shares issued related to Simbex agreement (in shares) | 6,383,952 | |||||||
Shares issued related to ALG agreement | $ 142,610 | 142,610 | ||||||
Shares issued related to ALG agreement (in shares) | 432,150 | |||||||
Shares issued related to Arrowhead agreement | $ 270,000 | 270,000 | ||||||
Shares issued related to Arrowhead agreement (in shares) | 1,000,000 | |||||||
Class A Shares exchanged for common shares | $ 781,481 | $ (1,058,257) | 276,776 | |||||
Class A Shares exchanged for common shares (in shares) | 2,598,888 | (2,598,888) | ||||||
Foreign currency translation gain | 386,682 | 386,682 | ||||||
Net income (loss) for the period | 209,881 | 209,881 | ||||||
Balance at Sep. 30, 2023 | $ 39,680,472 | $ 12,542,088 | $ 0 | $ 4,696,005 | 9,452,567 | 2,075,134 | (49,051,405) | 19,394,861 |
Balance (in shares) at Sep. 30, 2023 | 56,791,592 | 21,378,799 | 0 | 6,261,340 | ||||
Balance at Jun. 30, 2023 | $ 39,610,457 | $ 12,542,088 | $ 103,180 | $ 4,696,005 | 9,154,765 | 1,751,002 | (52,039,873) | 15,817,624 |
Balance (in shares) at Jun. 30, 2023 | 56,423,092 | 21,378,799 | 368,500 | 6,261,340 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Stock based compensation | 264,637 | 264,637 | ||||||
Class A Shares exchanged for common shares | $ 70,015 | $ (103,180) | 33,165 | |||||
Class A Shares exchanged for common shares (in shares) | 368,500 | (368,500) | ||||||
Foreign currency translation gain | 324,132 | 324,132 | ||||||
Net income (loss) for the period | 2,988,468 | 2,988,468 | ||||||
Balance at Sep. 30, 2023 | $ 39,680,472 | $ 12,542,088 | $ 0 | $ 4,696,005 | $ 9,452,567 | $ 2,075,134 | $ (49,051,405) | $ 19,394,861 |
Balance (in shares) at Sep. 30, 2023 | 56,791,592 | 21,378,799 | 0 | 6,261,340 |
Unaudited Interim Condensed C_5
Unaudited Interim Condensed Consolidated Statements of Cash Flows - CAD ($) | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Operating activities | ||
Net income (loss) | $ 209,881 | $ (14,045,048) |
Non-cash items: | ||
Depreciation of property and equipment | 722,422 | 313,594 |
Amortization of operating lease right-of-use assets | 1,441,014 | 304,027 |
Amortization of Intangible Assets | 1,093,714 | 718,716 |
Stock based compensation | 1,001,733 | 1,306,341 |
Change in fair value of contingent consideration | (3,269,230) | 2,659,329 |
Change in fair value of earn-out consideration | (1,165,697) | 2,451,600 |
Loss on disposal of property and equipment | 25,673 | 0 |
Deferred income tax recovery | 0 | (214,750) |
Provision for impairment | 0 | 5,527,913 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (3,392,638) | (1,821,537) |
Prepaid expenses and other receivables | (1,678,525) | (376,340) |
Inventories | 3,243,141 | (2,728,917) |
Long-term accounts receivable | 189,616 | 0 |
Long-term prepaid expenses and other receivables | 200,001 | 0 |
Accounts payable and accrued liabilities | 2,205,471 | 2,120,858 |
Other liabilities | (1,960,330) | 1,359,248 |
Operating lease liabilities | (892,890) | (91,257) |
Net cash used in operating activities | (2,026,644) | (2,516,223) |
Investing activities | ||
Cash received on acquisition of Mio-Guard | 0 | 3,363 |
Cash received on acquisition of Arrowhead | 28,217 | 0 |
Cash received on acquisition of DaMar | 0 | 199,982 |
Acquisition of property and equipment | (227,229) | (189,134) |
Acquisition of intellectual property | 0 | (237,318) |
Acquisition of Mio-Guard | 0 | (572,400) |
Acquisition of DaMar | 0 | (4,345,375) |
Acquisition of Biodex | (1,343,800) | 0 |
Net cash used in investing activities | (1,542,812) | (5,140,882) |
Financing activities | ||
Proceeds from term debt, net | 147,221 | (62,044) |
Proceeds from line of credit, net | 2,186,239 | 1,683,913 |
Proceeds from exercise of broker warrants | 0 | 215,953 |
Proceeds from issuance of shares | 0 | 4,261,950 |
Share issuance costs | 0 | (556,439) |
Proceeds from ALG agreement | 0 | 499,561 |
Proceeds from exercise of stock options | 33,902 | 5,329 |
Net cash provided by financing activities | 2,367,362 | 6,048,223 |
Effect of foreign exchange rates on cash and cash equivalents | 326,277 | (22,427) |
Decrease in cash and cash equivalents | (1,202,094) | (1,608,882) |
Cash and cash equivalents, opening | 1,928,464 | 4,466,230 |
Cash and cash equivalents, closing | 1,052,647 | 2,834,921 |
Supplementary information: | ||
Interest paid | 958,203 | 209,156 |
Income taxes paid | 48,105 | 40,891 |
Shares issued for settlement of liabilities | 199,095 | 201,401 |
Promissory note issued for acquisition | $ 9,160,160 | $ 0 |
Description of the business
Description of the business | 9 Months Ended |
Sep. 30, 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 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 provided for the purchase of 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 secured by the pledge of the Biodex capital stock as security to Seller, pursuant to the terms of a promissory note described in Note 11. 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 consisted 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 included the assumption by the Company of approximately $444,930 (US $329,896) 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. |
Basis of presentation and going
Basis of presentation and going concern | 9 Months Ended |
Sep. 30, 2023 | |
Basis 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. (inactive), 1077863 B.C., Ltd, Simbex, LLC, ALG Health Plus, LLC, SDP, DaMar Plastics Manufacturing, Inc., Mio-Guard, LLC, Biodex Medical Systems, Inc., Arrowhead Medical, 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 September 30, 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. T . |
Significant accounting policies
Significant accounting policies | 9 Months Ended |
Sep. 30, 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"), Biodex Medical Systems, Inc. ("Biodex"), Arrowhead Medical, LLC ("Arrowhead") 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 Parent Acquisition I Corporation, Simbex Acquisition I Corporation, Mio-Tech Parent LLC, DaMar Acquisition Company, and Biodex Rehab Systems, LLC. 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 and earnout consideration which are carried at fair value. c) Use of estimates The preparation of unaudited interim condensed 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 unaudited interim condensed 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, current expected credit loss provision, 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 September 30, 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, accounts receivable, security deposit, accounts payable and accrued liabilities, line of credit, debt, obligation for payment of earn-out consideration, lease liability 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 unaudited interim condensed 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 September 30, 2023, and December 31, 2022, respectively, the Company did not identify any financial assets and liabilities other than obligation for payment of earnout consideration resulting from the Simbex, ALG, DaMar, Arrowhead 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, Health Plus, Biodex and Arrowhead 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 unaudited interim condensed 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 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. 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 Tooling 5 - 7 years Vehicles 4 - 5 years l) Right-of-use assets 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. For operating leases, rent expense is recognized on a straight-line basis over the term of the lease, and right-of-use assets are subsequently re-measured to reflect the effect of uneven lease payments. For finance leases, right-of-use assets are amortized on a straight-line basis over the shorter of the lease term or the useful life of the underlying asset. Leases with a lease term of 12 months or less at inception are not recorded on the unaudited interim condensed 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 September 30, 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 unaudited interim condensed 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 16,881,934 potentially dilutive shares outstanding as of September 30, 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) Employee Retention Credit In accordance with the ERC program, a company is eligible for an ERC if, due to the COVID-19 pandemic, there has been a significant decline in gross receipts in the current year as compared with 2019 gross receipts, or a full or partial shutdown based on a governmental order. The ERC is computed based on a percentage of qualified wages (including qualified health insurance expenses) incurred during the year, with a maximum annual credit per employee. Since there are no generally accepted accounting principles for for-profit business entities that receive government assistance that is not in the form of loan, an income tax credit or revenue from a contract with a customer, the Company determined the appropriate accounting treatment by analogy to other guidance. The Company's policy is to account for the ERC as a grant using guidance analogous to government grants found in International Accounting Standard (IAS) 20, Accounting for Government Grants and Disclosure of Government Assistance. In accordance with IAS 20, the ERC is recognized and recorded as other income in the unaudited interim condensed consolidated statements of operations and comprehensive loss when there is reasonable assurance that the Company will comply with the conditions attached to the grant and the ERC will be received. u) 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 September 30, 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. v) 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. w) 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 adopted ASU 2022-02 as of January 1, 2023, and the adoption did not have a material effect on the 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 | 9 Months Ended |
Sep. 30, 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 agreed to 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 concluded its earn-out period and 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 (fair value as of December 31, 2022, was $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 September 30, 2023, as a result of new arrangements, the fair value of the contingent consideration liability is estimated to be $155,574. 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. On April 11, 2023, 388,935 Class A shares were issued to one key individual at ALG at a fair market price of $0.33 per share for achieving a revenue milestone as described in the agreement. No cash was received as consideration for these shares. On April 11, 2023, 43,215 Class A shares were issued to one key individual at ALG at a fair market price of $0.33 per share for achieving a revenue milestone as described in the agreement. No cash was received 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 cash and 6,383,952 Class A shares valued at $0.45/share on the commencement of the earnout period. On May 19, 2023, the 6,383,952 Class A shares were issued to the former owners of Simbex at a fair market price of $0.29 per share fulfilling the Company's stock earnout obligation. The $1,165,697 change in fair value of the Class A shares was taken as income on the unaudited interim condensed consolidated statement of operations and comprehensive loss. The number of shares were allocated to the previous owners based on their percentage of ownership on the date of sale. As of September 30, 2023, the $4,394,000 (US $3,250,000) cash component remains unpaid and is still outstanding on the unaudited interim condensed consolidated balance sheet as an obligation for payment of earnout consideration and accrues interest. 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 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 $ 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 September 30, 2023, the fair value of the contingent consideration liability is $520,000. 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. 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 September 30, 2023, the fair value of the contingent consideration liability is $3,948,815. 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. Biodex Medical Systems, Inc. ("Biodex") 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 Company completed the Acquisition on April 3, 2023. The purchase agreement provided for the purchase of all of the capital stock of Biodex in consideration for a total of $10,423,218 (US $8,000,000) in cash, minus indebtedness, transaction expenses and plus or minus a working capital adjustment. The following was paid as consideration on the date of acquisition: Cash consideration $ 1,343,800 Promissory note 9,079,418 Total Consideration $ 10,423,218 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: Security deposit $ 43,002 Prepaids and other receivables 257,610 Inventory 7,008,337 Property and equipment, net 907,544 Right-of-use assets, net 3,307,975 Intangible assets and goodwill 3,391,051 Trade and other payables (3,021,568 ) Lease liability (1,470,733 ) Total adjusted purchase price $ 10,423,218 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) $ 1,751,615 Brand and Trademarks 806,280 Customer Relationships 833,156 Total identifiable intangible assets including goodwill $ 3,391,051 Since acquisition, Biodex has generated $13,328,263 of revenue and has generated a loss before tax of $939,044. These amounts are included in the unaudited interim condensed consolidated statements of operations and comprehensive loss. If the combination had taken place at the beginning of the year, Biodex's revenue would have been $17,874,672 and loss before tax would have been $1,817,837. If the combination had taken place at the beginning of the year, consolidated revenues would have been $51,452,202 and consolidated losses before tax would have been $620,807. The pro forma unaudited results include estimates and assumptions which management believes are reasonable. The pro forma results do not include any cost savings or other effects of the planned integration of these entities and may not be fully indicative of the results that would have occurred if the business combination had been in effect on the dates indicated. Arrowhead Medical, LLC ("Arrowhead") 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 $444,930 (US $329,896) 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. Stock issued at closing (1,000,000 Class A Shares in the Company) $ 269,794 Contingent earnout consideration 77,820 Total Consideration $ 347,614 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 $ 28,217 Accounts receivable 240,255 Inventory 264,600 Property and equipment 59,698 Right-of-use assets 822,558 Intangible assets and goodwill 966,029 Accounts payable and other assumed liabilities (503,588 ) Other liabilities (262,667 ) Bank loan (444,930 ) Lease liability (822,558 ) Total adjusted purchase price $ 347,614 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) $ 696,289 Non-Competes 269,740 Total identifiable intangible assets including goodwill $ 966,029 The contingent consideration liability represents potential future earnout payments to the sellers of Arrowhead that are contingent on Arrowhead's business achieving certain milestones. Certain Arrowhead 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 $77,820 was recognized on the acquisition date and was measured using unobservable (Level 3) inputs. As of September 30, 2023, the fair value of the contingent consideration liability is $260,000. Since acquisition, Arrowhead has generated $1,950,861 of revenue and has generated a loss before tax of $15,498. These amounts are included in the unaudited interim condensed consolidated statements of operations and comprehensive loss. If the combination had taken place at the beginning of the year, Arrowhead's revenue would have been $3,322,260 and a loss before tax would have been $22,150. If the combination had taken place at the beginning of the year, consolidated revenues would have been $48,277,192 and consolidated net earnings before tax would have been $251,334. The pro forma unaudited results include estimates and assumptions which management believes are reasonable. Additionally, the pro forma results do not include any cost savings or other effects of the planned integration of these entities and may not be fully indicative of the results that would have occurred if the business combination had been in effect on the dates indicated. |
Accounts receivable
Accounts receivable | 9 Months Ended |
Sep. 30, 2023 | |
Receivables [Abstract] | |
Accounts receivable [Text Block] | 5. Accounts receivable September 30, 2023 December 31, 2022 Trade accounts receivable 10,778,547 6,426,616 Allowance for doubtful accounts (792,407 ) (73,341 ) Long-term accounts receivable - 189,616 Total accounts receivable 9,986,167 6,542,891 |
Disaggregation of revenues
Disaggregation of revenues | 9 Months Ended |
Sep. 30, 2023 | |
Disaggregation of Revenue [Abstract] | |
Disaggregation of revenues [Text Block] | 6. Disaggregation of revenues During the three and nine months ended September 30, 2023, $17,653,770 and $40,194,237 of the sales revenue were earned from "point-in-time" revenue respectively ($8,402,434 and $20,688,666 for the three and nine months ended September 30, 2022) and $1,993,719 and $6,711,556 of the sales revenue were earned "over-a-period" of time respectively ($2,616,817 and $8,760,145 for the three and nine months ended September 30, 2022). |
Inventories
Inventories | 9 Months Ended |
Sep. 30, 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. September 30, 2023 December 31, 2022 Raw materials $ 9,888,568 $ 6,414,482 Work in progress 643,241 771,507 Finished goods 515,348 170,198 Trading goods 1,085,265 746,439 Total $ 12,132,422 $ 8,102,626 |
Property and equipment
Property and equipment | 9 Months Ended |
Sep. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property and equipment [Text Block] | 8. Property and equipment Cost December 31, 2022 Acquired April 3, 2023 and May 15, Total Additions Disposal Translation September 30, 2023 2023 Machinery and equipment $ 3,371,161 $ 415,344 $ 3,786,505 $ 225,453 $ - $ (2,420 ) $ 4,009,538 Computer equipment and software 272,031 6,323 278,354 - (2,454 ) (455 ) 275,445 Furniture and fixtures 63,672 1,050 64,722 - (23,219 ) (215 ) 41,288 Land improvements 24,186 - 24,186 - - (43 ) 24,143 Leasehold improvements 146,451 415,561 562,012 - - 2,277 564,289 Tooling - 78,981 78,981 1,776 - 490 81,247 Vehicles - 49,983 49,983 - - 122 50,105 Total $ 3,877,501 $ 967,242 $ 4,844,743 $ 227,229 $ (25,673 ) $ (244 ) $ 5,046,055 Accumulated depreciation December 31, 2022 Acquired April 3, 2023 and May 15, Total Additions Disposal Translation September 30, 2023 2023 Machinery and equipment $ 411,654 $ - $ 411,654 $ 580,106 $ - $ 1,986 $ 993,746 Computer equipment and software 38,092 - 38,092 74,634 (368 ) 650 113,008 Furniture and fixtures 2,868 - 2,868 8,375 (2,211 ) 2,245 11,277 Land improvements 1,209 - 1,209 1,712 - 6 2,927 Leasehold improvements 23,780 - 23,780 24,215 - 72 48,067 Tooling - - - 19,779 - 93 19,872 Vehicles - - - 13,601 - 64 13,665 Total $ 477,603 $ - $ 477,603 $ 722,422 $ (2,579 ) $ 5,116 $ 1,202,562 Net Book Value $ 3,399,898 $ 3,843,493 |
Intangible assets
Intangible assets | 9 Months Ended |
Sep. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible assets [Text Block] | 9. Intangible assets Cost December 31, 2022 Acquired April 3, 2023 and May 15, 2023 Total Additions Disposal September 30, 2023 Tradename - Trademarks $ 1,801,579 $ 806,280 $ 2,607,859 $ - $ - $ 2,607,859 Intellectual Property 564,024 - 564,024 - - 564,024 Customer Base 7,005,491 833,156 7,838,647 - - 7,838,647 Non-Competes 1,390,692 269,740 1,660,432 - - 1,660,432 Total $ 10,761,786 $ 1,909,176 $ 12,670,962 $ - $ - $ 12,670,962 Accumulated Amortization December 31, 2022 Acquired April 3, 2023 and May 15, 2023 Total Additions Disposal September 30, 2023 Tradename - Trademarks $ 427,176 - $ 427,176 $ 366,934 $ - $ 794,110 Intellectual Property 151,378 - 151,378 90,787 - 242,165 Customer Base 525,925 - 525,925 397,348 - 923,273 Non-Competes 281,145 - 281,145 238,645 - 519,790 Total $ 1,385,624 $ - $ 1,385,624 $ 1,093,714 $ - $ 2,479,338 Net Book Value $ 9,376,162 $ 10,191,624 |
Accounts payable and accrued li
Accounts payable and accrued liabilities | 9 Months Ended |
Sep. 30, 2023 | |
Payables and Accruals [Abstract] | |
Accounts payable and accrued liabilities [Text Block] | 10. Accounts payable and accrued liabilities September 30, 2023 December 31, 2022 Accounts payable $ 7,250,124 $ 5,269,323 Accrued liabilities (Note 18) 2,668,013 1,371,858 Other liabilities 2,152,083 1,807,702 Total $ 12,070,220 $ 8,448,883 Other liabilities include unearned customer deposits and unearned revenues totaling $1,870,572 (December 31, 2022: $1,549,729). Additional other liabilities include $281,511 for amounts owed in connection with the Biodex acquisition that are payable at different times through 2023 based on the nature of the amount owed ($nil as of December 31, 2022). |
Line of credit and debt
Line of credit and debt | 9 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
Line of credit and debt [Text Block] | 90 days aged where a 50% deposit was received by the customer. Since the execution of the debt line on April 3, 2020, to September 30, 2023, the Company was in compliance with the financial covenant. On September 12, 2023, an operating subsidiary of Salona Global Medical Device Corporation ("Company"), Biodex Medical Systems, Inc. ("Borrower"), entered into a Master Credit and Security Agreement and related Schedule with Pathward, National Association ("Lender") to receive financing accommodations in the form of a secured revolving loan of up to $4,056,000 (US $3,000,000) million (the "Agreement"). The Agreement has a variable interest rate of the greater of 6.00% per annum or 0.75% in excess of the rate shown in the Wall Street Journal as the prime rate, is payable on demand and is secured by all personal property of Borrower, Company, Inspira Financial Company, Mio-Tech Parent, LLC, Simbex Parent Acquisition I Corporation, Simbex Acquisition I Corporation, and DaMar Acquisition Company (collectively, "Guarantors"). In connection with execution of the Agreement, the Guarantors entered into a Guaranty of the obligations of the Borrowers (the "Guaranty"). As of September 30, 2023, the balance outstanding under the agreement was $822,223 (US $608,153) (December 31, 2022 - $nil (US $nil)).
Pathward term loan Equipment loan Woodland vehicle loan Woodland vehicle loan Mirion promissory note Total
Balance, December 31, 2022 770,004 - - - - 770,004
Additions - 308,486 12,170 82,879 9,079,418 9,482,953
Principal repayments (117,626 ) (21,408 ) (12,113 ) (8,238 ) - (159,385 )
Interest accrued and not paid - - - - 80,742 80,742
Translation (1,916 ) (100 ) (57 ) (38 ) 55,782 53,671
Balance, September 30, 2023 650,462 286,978 - 74,603 9,215,942 10,227,985
Less: current portion (169,582 ) (53,885 ) - (24,341 ) (9,215,942 ) (9,463,750 )
Long-term portion 480,880 233,093 - 50,262 - 764,235
As of September 30, 2023, the Company's total debt is $10,227,985 (December 31, 2022 - $770,004), of which $9,463,750 is considered current, (December 31, 2022, $195,489) and $764,235 is considered long-term (December 31, 2022, $574,515). Term Notes On June 9, 2021, the Company borrowed $1,014,000 (US$750,000) from 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 September 30, 2023, was $1,295,586 (US $985,274). 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 $19,604 (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 September 30, 2023, the balance of the note was $650,462 (US$481,111) (December 31, 2022, $770,004 (US $568,520). On April 3, 2023, in connection with the acquisition of Biodex, the Company entered into a seller secured promissory note with Mirion Technologies (US) Inc. The amount of the initial loan was $9,134,822 (US $6,756,525) to be repaid in three installments as follows: $2,704,000 (US $2,000,000) due on July 1, 2023, $4,056,000 (US $3,000,000) due on October 1, 2023, and $2,374,822 (US $1,756,525) due on the maturity date, which is January 1, 2024. The loan is secured by the pledged stock of Biodex Medical Systems Inc. The debt does not accrue interest unless the installment payment is made after the due date. As of September 30, 2023, no installment payment had yet been made on the balance. As per the agreement, $80,742 (US $60,000) of interest has been accrued on the overdue balance. As of September 30, 2023, the balance of the loan was $9,215,942 (US $6,816,525). On August 4, 2023, the Company entered into a Forbearance Agreement (the “Forbearance Agreement”) pursuant to which the seller of this business has agreed to forbear from exercising its rights and remedies against the Company, including the Acceleration Right, through the earlier to occur of the Company’s default under the Forbearance Agreement; or July 31, 2025, subject to, among other things, the following: (i) all past due amounts under the Debt shall accrue interest at 12% per annum; (ii) the payment by the Company on or prior to October 31, 2023 of approximately $1.5 million; (iii) the payment by the Company each month commencing August 2023 of all of Salona’s (together with its subsidiaries’) cash in excess of $2.5 million at the end of each month until late payments, including accrued interest (the “Late Payments”), are current with the original Debt payment schedule (“Original Debt Schedule”); (iv) the payment by the Company of 50% of any capital raised by the Company until the Late Payments are current with the Original Debt Schedule; (v) the Company obtaining prior consent from the Seller before it can make capital expenditures in excess of $100,000 for any reason other than repair of equipment needed for its operations; (vi) the Company not declaring a dividend or initiating a share repurchase until such time as the obligations under the Original Debt Schedule are current; (vii) the Company not engaging in any merger or acquisition activities until such time as the obligations under the Original Debt Schedule are current or are brought current as a result of the merger or acquisition; and (viii) the Company being required to utilize 80% of any available credit lines or such percentage as allowed by its respective lender to access cash until the obligations under the Original Debt Schedule are current.
Equipment Loans On April 6, 2023, the Company borrowed $308,486 (US$228,170) with Dacotah Bank. The loan is secured by a commercial security agreement and collateral consisting of equipment with a net carrying value of $418,297 (US $309,391) that has been purchased with the proceeds. The debt accrues interest at 7.950% per annum with monthly payments of principal and interest in the amount of $6,258 (US$4,629) beginning on the first day of the first full month following the initial funding and maturing on April 1, 2028. As of September 30, 2023, the balance of the note was $286,978 (US$212,262). Vehicle Loans On May 15, 2023, the Company assumed a $82,879 (US$61,301) vehicle loan with Woodland Bank. The loan is secured by a Business Loan Agreement and collateralized by two vehicles (2020 Chevrolet Silverado LTZ with a net carrying value of $23,315 (US $17,245) and 2020 Chevrolet Silverado LT with a net carrying value of $45,550 (US $33,691)). The debt accrues interest at 5.504% per annum with monthly payments of principal and interest in the amount of $ 2,297 (US$1,699) beginning on September 27, 2021, and maturing on August 27, 2026. As of September 30, 2023, the balance of the note was $74,603 (US$55,179). On May 15, 2023, the Company assumed a $12,170 (US$9,001) vehicle loan with Woodland Bank. The loan is secured by a Business Loan Agreement and collateralized by all inventory, equipment, receivables, and intangible assets of Arrowhead. The debt accrues interest at 5.975% per annum with monthly payments of principal and interest in the amount of $ 2,062 (US$1,525) beginning on the first day of the first full month following the initial funding and maturing on September 27, 2023. As of September 30, 2023, the balance of the note was $nil (US $nil)." id="sjs-B4">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 ("Pathward") (formerly, Crestmark), whereby the Company, through SDP, may borrow up to US$5,400,000. 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 $4,277,231 (US $3,163,633) of inventory and $3,165,931 (US $2,341,665) of accounts receivable of SDP and not the Parent or any other subsidiary. As of September 30, 2023, the balance outstanding under the agreement was $4,419,071 (US $3,268,543) (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 September 30, 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 September 30, 2023, the balance outstanding under the agreement was $2,107,657 (US $1,558,919). On May 15, 2023, the Company through Arrowhead assumed a Loan and Security Agreement. The line of credit facility is with Woodland Bank, whereby the Company, through Arrowhead, may borrow up to $407,087 (US$301,100). Borrowings bear interest at 7.5% per annum and any accrued unpaid interest is due on a monthly basis. The balance is secured by Arrowhead assets and is personally guaranteed by the seller of Arrowhead. There can be no additional withdrawals from the line of credit and the balance will be repaid by the Company. As of September 30, 2023, the balance outstanding under the agreement was $334,020 (US $247,056) (December 31, 2022 - $nil (US $nil)). 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 $300,000 or the sum of 75% of accounts receivable <90 days aged and 75% of accounts receivable >90 days aged where a 50% deposit was received by the customer. Since the execution of the debt line on April 3, 2020, to September 30, 2023, the Company was in compliance with the financial covenant. On September 12, 2023, an operating subsidiary of Salona Global Medical Device Corporation ("Company"), Biodex Medical Systems, Inc. ("Borrower"), entered into a Master Credit and Security Agreement and related Schedule with Pathward, National Association ("Lender") to receive financing accommodations in the form of a secured revolving loan of up to $4,056,000 (US $3,000,000) million (the "Agreement"). The Agreement has a variable interest rate of the greater of 6.00% per annum or 0.75% in excess of the rate shown in the Wall Street Journal as the prime rate, is payable on demand and is secured by all personal property of Borrower, Company, Inspira Financial Company, Mio-Tech Parent, LLC, Simbex Parent Acquisition I Corporation, Simbex Acquisition I Corporation, and DaMar Acquisition Company (collectively, "Guarantors"). In connection with execution of the Agreement, the Guarantors entered into a Guaranty of the obligations of the Borrowers (the "Guaranty"). As of September 30, 2023, the balance outstanding under the agreement was $822,223 (US $608,153) (December 31, 2022 - $nil (US $nil)). Pathward term loan Equipment loan Woodland vehicle loan Woodland vehicle loan Mirion promissory note Total Balance, December 31, 2022 770,004 - - - - 770,004 Additions - 308,486 12,170 82,879 9,079,418 9,482,953 Principal repayments (117,626 ) (21,408 ) (12,113 ) (8,238 ) - (159,385 ) Interest accrued and not paid - - - - 80,742 80,742 Translation (1,916 ) (100 ) (57 ) (38 ) 55,782 53,671 Balance, September 30, 2023 650,462 286,978 - 74,603 9,215,942 10,227,985 Less: current portion (169,582 ) (53,885 ) - (24,341 ) (9,215,942 ) (9,463,750 ) Long-term portion 480,880 233,093 - 50,262 - 764,235 As of September 30, 2023, the Company's total debt is $10,227,985 (December 31, 2022 - $770,004), of which $9,463,750 is considered current, (December 31, 2022, $195,489) and $764,235 is considered long-term (December 31, 2022, $574,515). Term Notes On June 9, 2021, the Company borrowed $1,014,000 (US$750,000) from 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 September 30, 2023, was $1,295,586 (US $985,274). 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 $19,604 (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 September 30, 2023, the balance of the note was $650,462 (US$481,111) (December 31, 2022, $770,004 (US $568,520). On April 3, 2023, in connection with the acquisition of Biodex, the Company entered into a seller secured promissory note with Mirion Technologies (US) Inc. The amount of the initial loan was $9,134,822 (US $6,756,525) to be repaid in three installments as follows: $2,704,000 (US $2,000,000) due on July 1, 2023, $4,056,000 (US $3,000,000) due on October 1, 2023, and $2,374,822 (US $1,756,525) due on the maturity date, which is January 1, 2024. The loan is secured by the pledged stock of Biodex Medical Systems Inc. The debt does not accrue interest unless the installment payment is made after the due date. As of September 30, 2023, no installment payment had yet been made on the balance. As per the agreement, $80,742 (US $60,000) of interest has been accrued on the overdue balance. As of September 30, 2023, the balance of the loan was $9,215,942 (US $6,816,525). On August 4, 2023, the Company entered into a Forbearance Agreement (the “Forbearance Agreement”) pursuant to which the seller of this business has agreed to forbear from exercising its rights and remedies against the Company, including the Acceleration Right, through the earlier to occur of the Company’s default under the Forbearance Agreement; or July 31, 2025, subject to, among other things, the following: (i) all past due amounts under the Debt shall accrue interest at 12% per annum; (ii) the payment by the Company on or prior to October 31, 2023 of approximately $1.5 million; (iii) the payment by the Company each month commencing August 2023 of all of Salona’s (together with its subsidiaries’) cash in excess of $2.5 million at the end of each month until late payments, including accrued interest (the “Late Payments”), are current with the original Debt payment schedule (“Original Debt Schedule”); (iv) the payment by the Company of 50% of any capital raised by the Company until the Late Payments are current with the Original Debt Schedule; (v) the Company obtaining prior consent from the Seller before it can make capital expenditures in excess of $100,000 for any reason other than repair of equipment needed for its operations; (vi) the Company not declaring a dividend or initiating a share repurchase until such time as the obligations under the Original Debt Schedule are current; (vii) the Company not engaging in any merger or acquisition activities until such time as the obligations under the Original Debt Schedule are current or are brought current as a result of the merger or acquisition; and (viii) the Company being required to utilize 80% of any available credit lines or such percentage as allowed by its respective lender to access cash until the obligations under the Original Debt Schedule are current. Equipment Loans On April 6, 2023, the Company borrowed $308,486 (US$228,170) with Dacotah Bank. The loan is secured by a commercial security agreement and collateral consisting of equipment with a net carrying value of $418,297 (US $309,391) that has been purchased with the proceeds. The debt accrues interest at 7.950% per annum with monthly payments of principal and interest in the amount of $6,258 (US$4,629) beginning on the first day of the first full month following the initial funding and maturing on April 1, 2028. As of September 30, 2023, the balance of the note was $286,978 (US$212,262). Vehicle Loans On May 15, 2023, the Company assumed a $82,879 (US$61,301) vehicle loan with Woodland Bank. The loan is secured by a Business Loan Agreement and collateralized by two vehicles (2020 Chevrolet Silverado LTZ with a net carrying value of $23,315 (US $17,245) and 2020 Chevrolet Silverado LT with a net carrying value of $45,550 (US $33,691)). The debt accrues interest at 5.504% per annum with monthly payments of principal and interest in the amount of $ 2,297 (US$1,699) beginning on September 27, 2021, and maturing on August 27, 2026. As of September 30, 2023, the balance of the note was $74,603 (US$55,179). On May 15, 2023, the Company assumed a $12,170 (US$9,001) vehicle loan with Woodland Bank. The loan is secured by a Business Loan Agreement and collateralized by all inventory, equipment, receivables, and intangible assets of Arrowhead. The debt accrues interest at 5.975% per annum with monthly payments of principal and interest in the amount of $ 2,062 (US$1,525) beginning on the first day of the first full month following the initial funding and maturing on September 27, 2023. As of September 30, 2023, the balance of the note was $nil (US $nil). |
Leases
Leases | 9 Months Ended |
Sep. 30, 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 5,147,129 Amortization (1,441,014 ) Translation 2,153 Balance, September 30, 2023 $ 11,489,568 Lease liability Current Long-term Balance, December 31, 2022 $ 6,830,586 $ 847,253 $ 5,983,333 Acquired 3,304,126 Interest lease expense 415,795 Lease payments (1,308,685 ) Translation (4,412 ) Balance, September 30, 2023 $ 9,237,410 $ 1,514,813 $ 7,722,597 Future minimum lease payments payable are as follows: Twelve months ending September 30, 2024 $ 2,108,416 Twelve months ending September 30, 2025 2,153,828 Twelve months ending September 30, 2026 1,751,617 Twelve months ending September 30, 2027 1,140,063 Twelve months ending September 30, 2028 1,046,269 2029 and thereafter 3,672,203 Total future minimum lease payments 11,872,396 Less: Interest on lease liabilities (2,634,986 ) Total present value of minimum lease payments 9,237,410 Less: current portion 1,514,813 Non-current portion $ 7,722,597 As of September 30, 2023, the weighted average remaining lease terms were 7.67 years (December 31, 2022 - 9.32 years) and the weighted average discount rate was 7.08 % (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 $258,185 (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 $516,369 (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 $212,859 (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 $126,294 (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 $108,349 (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 $115,807 (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 $443,499 (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 lease payment of $140,081 (US$103,610). On February 27, 2023, DaMar entered into a capital equipment lease agreement with an initial lease term of 3 years for an annual lease payment of $29,747 (US$22,002). On May 23, 2023, DaMar entered into a capital equipment lease agreement with an initial lease term of 3 years for an annual lease payment of $180,908 (US$133,808). On September 1, 2020, Biodex entered into a lease agreement for an industrial and office space located in Shirley, NY with an initial lease term of 5 years for a base annual rent of $259,584 (US$192,000), with an option to extend for an additional 5 years. The base rental amount does not increase during the initial rental period but increases 3% annually on the first day of the lease year if the lease extension is utilized. On May 15, 2023, Mio-Guard, LLC entered into a lease agreement for a warehouse and office space located in Grand Rapids, MN with an initial lease term of 5.083 years for a base annual rent of $206,045 (US$152,400). The base rental amount does not increase over the initial rental period. On July 25, 2023, DaMar entered into a capital equipment lease agreement with an initial lease term of 3 years for an annual lease payment of $38,932 (US$28,796). |
Stockholders' equity
Stockholders' equity | 9 Months Ended |
Sep. 30, 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 September 30, 2023, and December 31, 2022, the Company had 56,791,592 and 53,707,780 common shares outstanding, respectively, with a value of $39,680,472 and $38,767,442, respectively. As of September 30, 2023, and December 31, 2022, the Company had 21,378,799 and 3,403,925 Class A shares outstanding, respectively, with a value of $12,542,088 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 a 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 $33,902. 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. On April 11, 2023, 388,935 Class A shares were issued to one key individual at ALG at a fair market price of $0.33 per share for achieving a revenue milestone as described in the agreement. No cash was received as consideration for these shares. On April 11, 2023, 43,215 Class A shares were issued to one key individual at ALG at a fair market price of $0.33 per share for achieving a revenue milestone as described in the agreement. No cash was received as consideration for these shares. On May 15, 2023, 1,000,000 Class A shares were issued to the former owner of Arrowhead in connection with its acquisition at a fair market price of $0.27 per share. No cash was received as consideration for these shares. On May 19, 2023, 6,383,952 Class A shares were issued to various former owners of Simbex in connection with the conclusion of its earnout period at a fair market price of $0.29 per share. The number of shares were allocated to the previous owners based on their percentage of ownership on the date of sale. On May 19, 2023, 1,743,244 Class A shares were exchanged for 1,743,244 common shares in the Company at a price of $0.29 per share. No cash was received as part of this issuance. On June 5, 2023, 337,524 common shares were issued to a former employee of the Company at a fair market price of $0.25 per share in connection for the settlement of liabilities. No cash was received as consideration for these shares. On June 26, 2023, 368,500 Class A shares were exchanged for 368,500 common shares in the Company at a price of $0.28 per share. No cash was received as part of this issuance. As of June 30, 2023, these shares had not yet been issued and 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. On August 17, 2023, these shares were issued at a price of $0.19 per share. On June 27, 2023, 43,215 Class A shares were exchanged for 43,215 common shares in the Company at a price of $0.28 per share. No cash was received as part of this issuance. a. 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 were allocated to the previous owners of SDP based on their percentage of ownership on the date of sale. As of September 30, 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. As of September0, 2023, the fair value of the shares to be issued is $4,696,005. 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 September 30, 2023, are as follows: Grant date Exercise price Number of options Number of vested options Weighted average remaining life (years) June 8, 2021 0.99 442,421 442,421 2.67 June 8, 2021 0.86 1,444,520 963,013 2.67 July 7, 2021 1.39 250,000 166,667 2.88 December 6, 2021 0.65 816,120 236,557 3.19 January 19, 2022 0.65 50,000 50,000 3.31 March 9, 2022 0.54 230,000 46,000 3.44 April 13, 2022 0.78 79,058 79,058 3.54 July 18, 2022 0.79 44,880 8,976 3.80 August 29, 2022 0.69 200,000 66,667 3.92 February 10, 2023 0.47 480,000 - 4.37 April 19, 2023 0.30 275,000 - 4.56 May 24, 2023 0.29 1,000,000 - 4.65 June 13, 2023 0.25 250,000 - 4.71 July 24, 2023 0.29 750,000 - 4.82 August 16, 2023 0.21 1,330,000 - 4.88 Total 0.54 7,641,999 2,059,359 3.9 A summary of the Company's changes to stock options are as follows: Number of options Weighted average exercise price Balance as of February 28, 2022 4,277,032 0.78 Options exercised (28,154 ) 0.19 Options expired and forfeited (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 (1,968,539 ) (0.42 ) Options issued 4,085,000 0.15 Balance as of September 30, 2023 7,641,999 $ 0.54 The Company recognized $264,637 and $1,001,733 of stock-based compensation for the three and nine months ended September 30, 2023, respectively ($378,683 and $1,306,341 for the three and nine months ended September 30, 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. On April 19, 2023, the Company issued 350,000 options to four employees of the Company. The options vest over three years and are exercisable for a period of five years at an exercise price of $0.30 per option. The fair value of the options was estimated on the date of the grant at $0.29 per option using the Black-Scholes option pricing model with the following assumptions: expected volatility of 197%; expected dividend yield of 0%; risk-free interest rate of 3.14%; stock price of $0.30; and expected life of 5 years. On May 24, 2023, the Company issued 1,000,000 options to one director of the Company. The options vest over three years and are exercisable for a period of five years at an exercise price of $0.29 per option. The fair value of the options was estimated on the date of the grant at $0.28 per option using the Black-Scholes option pricing model with the following assumptions: expected volatility of 197%; expected dividend yield of 0%; risk-free interest rate of 3.34%; stock price of $0.29; and expected life of 5 years. On June 13, 2023, the Company issued 250,000 options to one officer of the Company. The options vest over three years and are exercisable for a period of five years at an exercise price of $0.25 per option. The fair value of the options was estimated on the date of the grant at $0.24 per option using the Black-Scholes option pricing model with the following assumptions: expected volatility of 196%; expected dividend yield of 0%; risk-free interest rate of 3.61%; stock price of $0.25; and expected life of 5 years. On July 24, 2023, the Company issued 750,000 options to one officer of the Company. The options vest over three years and are exercisable for a period of five years at an exercise price of $0.29 per option. The fair value of the options was estimated on the date of the grant at $0.28 per option using the Black-Scholes option pricing model with the following assumptions: expected volatility of 197%; expected dividend yield of 0%; risk-free interest rate of 3.72%; stock price of $0.29; and expected life of 5 years. On August 16, 2023, the Company issued 1,330,000 options to fifty-one employees of the Company. The options vest over three years and are exercisable for a period of five years at an exercise price of $0.21 per option. The fair value of the options was estimated on the date of the grant at $0.20 per option using the Black-Scholes option pricing model with the following assumptions: expected volatility of 196%; expected dividend yield of 0%; risk-free interest rate of 3.94%; stock price of $0.21; and expected life of 5 years. The outstanding warrants as of September 30, 2023, are as follows: Grant date Exercise price Number of warrants Number of vested warrants Weighted Avg. Remaining Life (years) November 11, 2021 0.86 199,804 199,804 0.12 February 15, 2022 0.55 542,431 542,431 1.38 February 15, 2022 0.70 7,749,000 7,749,000 1.38 Total $ 0.70 8,491,235 8,491,235 1.35 A summary of the Company's warrants are as follows: Number of Weighted Avg. Price 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 September 30, 2023 8,491,235 0.70 |
Related party transactions
Related party transactions | 9 Months Ended |
Sep. 30, 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 unaudited interim condensed consolidated financial statements, related party transactions are as follows. During the three and nine months ended September 30, 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. During the three months ended September 30, 2023, the Company made payments to Advanced and Michael Dalsin individually in the amount of $100,928 (US $75,000) and $16,614 (US $12,346), respectively, for an aggregate amount of $117,542 (US $87,346). During the three months ended September 30, 2022, the Company made payments to Advanced and Michael Dalsin individually in the amount of $54,519 (US $42,500) and $18,856 (US $14,699), respectively, for an aggregate amount of $73,375 (US $57,199). During the nine months ended September 30, 2023, the Company made payments to Advanced and Michael Dalsin individually in the amount of $100,928 (US $75,000) and $28,837 (US $21,429), respectively, for an aggregate amount of $129,765 (US $96,429). for the nine months ended September 30, 2022, the Company made payments to Advanced and Michael Dalsin individually in the amount of $637,552 (US $497,000) and $38,095 (US $29,697), respectively, for an aggregate amount of $675,647 (US $526,697). The consideration for Advanced and Mr. Dalsin providing services is related to acquisition structuring, due diligence, capital structuring, and corporate transactional advisory services. This expense was included within transaction costs. During the three and nine months ended September 30, 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. During the three months ended September 30, 2023, and 2022, the Company made payments to Roger Greene individually in the amount of $23,258 (US $17,283) and $28,161 (US $21,953), respectively. During the nine months ended September 30, 2023, the Company made payments to Roger Greene individually in the amount of an amount of $48,555 (US $36,082), and for the nine months ended September 30, 2022, the Company made payments to Marquette and Roger Green individually in the amount of and $89,839 (US $70,034) and $62,316 (US $48,578), respectively, for an aggregate amount of $152,155 (US $118,612). The consideration is for Marquette and Mr. Greene providing advisory services related to strategic business acquisitions. This expense was included within transaction costs. During the three and nine months ended September 30, 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. During the three and nine months ended September 30, 2022, the Company made payments in the aggregate sum of $96,039 (US $74,866) and $271,760 (US $211,849), respectively in consideration for Hedgehog providing services related to acquisitions, due diligence, accounting, finance and other corporate support services. This expense was included within transaction costs. Additionally, during the three and nine months ended, September 30, 2023, the Company issued shares to Mr. Cross personally in connection with a settlement of liabilities valuing $199,095 (US $150,374) ($nil for the three and nine months ended September 30, 2022). This amount has been included in the unaudited interim condensed consolidated statement of stockholders' equity. |
Transaction costs
Transaction costs | 9 Months Ended |
Sep. 30, 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 For the nine months ended September 30, 2023 September 30, 2022 September 30, 2023 September 30, 2022 Consulting and professional fees $ 37,423 $ 380,842 $ 232,168 $ 1,735,387 General expenses 35,416 458,115 374,982 671,979 Transaction costs $ 72,839 $ 838,957 $ 607,151 $ 2,407,366 |
Cash and cash equivalents
Cash and cash equivalents | 9 Months Ended |
Sep. 30, 2023 | |
Cash and Cash Equivalents [Abstract] | |
Cash and cash equivalents [Text Block] | 16. Cash and cash equivalents 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 September 30, 2023, there are no cash equivalents presented on the unaudited interim condensed consolidated balance sheets (December 31, 2022 - $nil). |
Income taxes
Income taxes | 9 Months Ended |
Sep. 30, 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 and nine months ended September 30, 2023, the Company recorded a current income tax provision of $9,561 and $48,105 respectively for anticipated state income tax obligations and recognized no deferred income tax liability or recovery. For the three and nine months ended September 30, 2022, the Company recorded a deferred income tax recovery of $69,033 and $214,750, respectively. The primary factors impacting current tax provision for three and nine months ended September 30, 2023, are 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. |
Other income
Other income | 9 Months Ended |
Sep. 30, 2023 | |
Other Income, Nonoperating [Abstract] | |
Other income [Text Block] | 18. Other income Other income consists of income not incurred in the ordinary course of business including interest income, and other types of nonoperating income. In 2023, the Company received $2,000,323 of refundable tax credits in accordance with the Employer Retention Credit (ERC) program, authorized by the Coronavirus Aid, Relief, and Economic Security (CARES) Act, as amended by subsequent legislative changes. The Company has presented $2,000,323 of grant income, net of consulting fee, in the other income section of the unaudited interim condensed consolidated statements of operations and comprehensive loss for the three and nine months ended September 30, 2023. Included in prepaid expenses and other receivables section of the balance sheet as of September 30, 2023, the Company has an ERC receivable in the amount of $1,401,391 reflective of that portion of the ERC that had not yet been received at the unaudited interim condensed consolidated balance sheet date, and an accrued liability for $210,209 representing the amount due for the consulting fee. |
Contingencies
Contingencies | 9 Months Ended |
Sep. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Contingencies [Text Block] | 19. 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 September 30, 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 | 9 Months Ended |
Sep. 30, 2023 | |
Subsequent Events [Abstract] | |
Subsequent events [Text Block] | 20. Subsequent events On November 2, 2023, 877,610 Class A shares were issued to a former owner of SDP with a fair market value of $0.20 per share. These shares were issued in relation to the completion of SDP's earn-out period. No cash was required to be received as consideration for these shares. Immediately following the issuance, 200,000 of these Class A shares were then converted into 200,000 common shares of the Company. |
Significant accounting polici_2
Significant accounting policies (Policies) | 9 Months Ended |
Sep. 30, 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"), Biodex Medical Systems, Inc. ("Biodex"), Arrowhead Medical, LLC ("Arrowhead") 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 Parent Acquisition I Corporation, Simbex Acquisition I Corporation, Mio-Tech Parent LLC, DaMar Acquisition Company, and Biodex Rehab Systems, LLC. 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 and earnout consideration which are carried at fair value. |
Use of estimates [Policy Text Block] | c) Use of estimates The preparation of unaudited interim condensed 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 unaudited interim condensed 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, current expected credit loss provision, 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 September 30, 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, accounts receivable, security deposit, accounts payable and accrued liabilities, line of credit, debt, obligation for payment of earn-out consideration, lease liability 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 unaudited interim condensed 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 September 30, 2023, and December 31, 2022, respectively, the Company did not identify any financial assets and liabilities other than obligation for payment of earnout consideration resulting from the Simbex, ALG, DaMar, Arrowhead 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, Health Plus, Biodex and Arrowhead 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 unaudited interim condensed 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 [Policy Text Block] | h) Cash and cash equivalents 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. |
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 Tooling 5 - 7 years Vehicles 4 - 5 years |
Right-of-use asset [Policy Text Block] | l) Right-of-use assets 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. For operating leases, rent expense is recognized on a straight-line basis over the term of the lease, and right-of-use assets are subsequently re-measured to reflect the effect of uneven lease payments. For finance leases, right-of-use assets are amortized on a straight-line basis over the shorter of the lease term or the useful life of the underlying asset. Leases with a lease term of 12 months or less at inception are not recorded on the unaudited interim condensed 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 September 30, 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 unaudited interim condensed 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 16,881,934 potentially dilutive shares outstanding as of September 30, 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. |
Employee Retention Credit [Policy Text Block] | t) Employee Retention Credit In accordance with the ERC program, a company is eligible for an ERC if, due to the COVID-19 pandemic, there has been a significant decline in gross receipts in the current year as compared with 2019 gross receipts, or a full or partial shutdown based on a governmental order. The ERC is computed based on a percentage of qualified wages (including qualified health insurance expenses) incurred during the year, with a maximum annual credit per employee. Since there are no generally accepted accounting principles for for-profit business entities that receive government assistance that is not in the form of loan, an income tax credit or revenue from a contract with a customer, the Company determined the appropriate accounting treatment by analogy to other guidance. The Company's policy is to account for the ERC as a grant using guidance analogous to government grants found in International Accounting Standard (IAS) 20, Accounting for Government Grants and Disclosure of Government Assistance. In accordance with IAS 20, the ERC is recognized and recorded as other income in the unaudited interim condensed consolidated statements of operations and comprehensive loss when there is reasonable assurance that the Company will comply with the conditions attached to the grant and the ERC will be received. |
Share purchase warrants [Policy Text Block] | u) 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 September 30, 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] | v) 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] | w) 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 adopted ASU 2022-02 as of January 1, 2023, and the adoption did not have a material effect on the 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) | 9 Months Ended |
Sep. 30, 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 Tooling 5 - 7 years Vehicles 4 - 5 years |
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) | 9 Months Ended |
Sep. 30, 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 |
Schedule of goodwill and other intangible assets [Table Text Block] | 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 |
Biodex Medical Systems Inc [Member] | |
Business Acquisition [Line Items] | |
Schedule of purchase price allocation of acquisition of SDP [Table Text Block] | Security deposit $ 43,002 Prepaids and other receivables 257,610 Inventory 7,008,337 Property and equipment, net 907,544 Right-of-use assets, net 3,307,975 Intangible assets and goodwill 3,391,051 Trade and other payables (3,021,568 ) Lease liability (1,470,733 ) Total adjusted purchase price $ 10,423,218 |
Schedule of goodwill and other intangible assets [Table Text Block] | Goodwill (including workforce) $ 1,751,615 Brand and Trademarks 806,280 Customer Relationships 833,156 Total identifiable intangible assets including goodwill $ 3,391,051 |
Schedule of value of total consideration [Table Text Block] | Cash consideration $ 1,343,800 Promissory note 9,079,418 Total Consideration $ 10,423,218 |
Arrowhead Medical, Llc [Member] | |
Business Acquisition [Line Items] | |
Schedule of purchase price allocation of acquisition of SDP [Table Text Block] | Cash $ 28,217 Accounts receivable 240,255 Inventory 264,600 Property and equipment 59,698 Right-of-use assets 822,558 Intangible assets and goodwill 966,029 Accounts payable and other assumed liabilities (503,588 ) Other liabilities (262,667 ) Bank loan (444,930 ) Lease liability (822,558 ) Total adjusted purchase price $ 347,614 |
Schedule of goodwill and other intangible assets [Table Text Block] | Goodwill (including workforce) $ 696,289 Non-Competes 269,740 Total identifiable intangible assets including goodwill $ 966,029 |
Schedule of value of total consideration [Table Text Block] | Stock issued at closing (1,000,000 Class A Shares in the Company) $ 269,794 Contingent earnout consideration 77,820 Total Consideration $ 347,614 |
Accounts receivable (Tables)
Accounts receivable (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Receivables [Abstract] | |
Schedule of accounts receivable [Table Text Block] | September 30, 2023 December 31, 2022 Trade accounts receivable 10,778,547 6,426,616 Allowance for doubtful accounts (792,407 ) (73,341 ) Long-term accounts receivable - 189,616 Total accounts receivable 9,986,167 6,542,891 |
Inventories (Tables)
Inventories (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Inventory Disclosure [Abstract] | |
Schedule of inventories [Table Text Block] | September 30, 2023 December 31, 2022 Raw materials $ 9,888,568 $ 6,414,482 Work in progress 643,241 771,507 Finished goods 515,348 170,198 Trading goods 1,085,265 746,439 Total $ 12,132,422 $ 8,102,626 |
Property and equipment (Tables)
Property and equipment (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property, plant and equipment [Table Text Block] | Cost December 31, 2022 Acquired April 3, 2023 and May 15, Total Additions Disposal Translation September 30, 2023 2023 Machinery and equipment $ 3,371,161 $ 415,344 $ 3,786,505 $ 225,453 $ - $ (2,420 ) $ 4,009,538 Computer equipment and software 272,031 6,323 278,354 - (2,454 ) (455 ) 275,445 Furniture and fixtures 63,672 1,050 64,722 - (23,219 ) (215 ) 41,288 Land improvements 24,186 - 24,186 - - (43 ) 24,143 Leasehold improvements 146,451 415,561 562,012 - - 2,277 564,289 Tooling - 78,981 78,981 1,776 - 490 81,247 Vehicles - 49,983 49,983 - - 122 50,105 Total $ 3,877,501 $ 967,242 $ 4,844,743 $ 227,229 $ (25,673 ) $ (244 ) $ 5,046,055 Accumulated depreciation December 31, 2022 Acquired April 3, 2023 and May 15, Total Additions Disposal Translation September 30, 2023 2023 Machinery and equipment $ 411,654 $ - $ 411,654 $ 580,106 $ - $ 1,986 $ 993,746 Computer equipment and software 38,092 - 38,092 74,634 (368 ) 650 113,008 Furniture and fixtures 2,868 - 2,868 8,375 (2,211 ) 2,245 11,277 Land improvements 1,209 - 1,209 1,712 - 6 2,927 Leasehold improvements 23,780 - 23,780 24,215 - 72 48,067 Tooling - - - 19,779 - 93 19,872 Vehicles - - - 13,601 - 64 13,665 Total $ 477,603 $ - $ 477,603 $ 722,422 $ (2,579 ) $ 5,116 $ 1,202,562 Net Book Value $ 3,399,898 $ 3,843,493 |
Intangible assets (Tables)
Intangible assets (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of intangible assets [Table Text Block] | Cost December 31, 2022 Acquired April 3, 2023 and May 15, 2023 Total Additions Disposal September 30, 2023 Tradename - Trademarks $ 1,801,579 $ 806,280 $ 2,607,859 $ - $ - $ 2,607,859 Intellectual Property 564,024 - 564,024 - - 564,024 Customer Base 7,005,491 833,156 7,838,647 - - 7,838,647 Non-Competes 1,390,692 269,740 1,660,432 - - 1,660,432 Total $ 10,761,786 $ 1,909,176 $ 12,670,962 $ - $ - $ 12,670,962 Accumulated Amortization December 31, 2022 Acquired April 3, 2023 and May 15, 2023 Total Additions Disposal September 30, 2023 Tradename - Trademarks $ 427,176 - $ 427,176 $ 366,934 $ - $ 794,110 Intellectual Property 151,378 - 151,378 90,787 - 242,165 Customer Base 525,925 - 525,925 397,348 - 923,273 Non-Competes 281,145 - 281,145 238,645 - 519,790 Total $ 1,385,624 $ - $ 1,385,624 $ 1,093,714 $ - $ 2,479,338 Net Book Value $ 9,376,162 $ 10,191,624 |
Accounts payable and accrued _2
Accounts payable and accrued liabilities (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Payables and Accruals [Abstract] | |
Schedule of accounts payable and accrued liabilities [Table Text Block] | September 30, 2023 December 31, 2022 Accounts payable $ 7,250,124 $ 5,269,323 Accrued liabilities (Note 18) 2,668,013 1,371,858 Other liabilities 2,152,083 1,807,702 Total $ 12,070,220 $ 8,448,883 |
Line of credit and debt (Tables
Line of credit and debt (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of debt [Table Text Block] | Pathward term loan Equipment loan Woodland vehicle loan Woodland vehicle loan Mirion promissory note Total Balance, December 31, 2022 770,004 - - - - 770,004 Additions - 308,486 12,170 82,879 9,079,418 9,482,953 Principal repayments (117,626 ) (21,408 ) (12,113 ) (8,238 ) - (159,385 ) Interest accrued and not paid - - - - 80,742 80,742 Translation (1,916 ) (100 ) (57 ) (38 ) 55,782 53,671 Balance, September 30, 2023 650,462 286,978 - 74,603 9,215,942 10,227,985 Less: current portion (169,582 ) (53,885 ) - (24,341 ) (9,215,942 ) (9,463,750 ) Long-term portion 480,880 233,093 - 50,262 - 764,235 |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 30, 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 5,147,129 Amortization (1,441,014 ) Translation 2,153 Balance, September 30, 2023 $ 11,489,568 Lease liability Current Long-term Balance, December 31, 2022 $ 6,830,586 $ 847,253 $ 5,983,333 Acquired 3,304,126 Interest lease expense 415,795 Lease payments (1,308,685 ) Translation (4,412 ) Balance, September 30, 2023 $ 9,237,410 $ 1,514,813 $ 7,722,597 |
Schedule of future minimum lease payments payable [Table Text Block] | Twelve months ending September 30, 2024 $ 2,108,416 Twelve months ending September 30, 2025 2,153,828 Twelve months ending September 30, 2026 1,751,617 Twelve months ending September 30, 2027 1,140,063 Twelve months ending September 30, 2028 1,046,269 2029 and thereafter 3,672,203 Total future minimum lease payments 11,872,396 Less: Interest on lease liabilities (2,634,986 ) Total present value of minimum lease payments 9,237,410 Less: current portion 1,514,813 Non-current portion $ 7,722,597 |
Stockholders' equity (Tables)
Stockholders' equity (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Stockholders' Equity Note [Abstract] | |
Schedule of outstanding class A shares to be issued [Table Text Block] | Grant date Exercise price Number of options Number of vested options Weighted average remaining life (years) June 8, 2021 0.99 442,421 442,421 2.67 June 8, 2021 0.86 1,444,520 963,013 2.67 July 7, 2021 1.39 250,000 166,667 2.88 December 6, 2021 0.65 816,120 236,557 3.19 January 19, 2022 0.65 50,000 50,000 3.31 March 9, 2022 0.54 230,000 46,000 3.44 April 13, 2022 0.78 79,058 79,058 3.54 July 18, 2022 0.79 44,880 8,976 3.80 August 29, 2022 0.69 200,000 66,667 3.92 February 10, 2023 0.47 480,000 - 4.37 April 19, 2023 0.30 275,000 - 4.56 May 24, 2023 0.29 1,000,000 - 4.65 June 13, 2023 0.25 250,000 - 4.71 July 24, 2023 0.29 750,000 - 4.82 August 16, 2023 0.21 1,330,000 - 4.88 Total 0.54 7,641,999 2,059,359 3.9 |
Schedule of stock option activity [Table Text Block] | Number of options Weighted average exercise price Balance as of February 28, 2022 4,277,032 0.78 Options exercised (28,154 ) 0.19 Options expired and forfeited (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 (1,968,539 ) (0.42 ) Options issued 4,085,000 0.15 Balance as of September 30, 2023 7,641,999 $ 0.54 |
Schedule of warrants issued [Table Text Block] | Grant date Exercise price Number of warrants Number of vested warrants Weighted Avg. Remaining Life (years) November 11, 2021 0.86 199,804 199,804 0.12 February 15, 2022 0.55 542,431 542,431 1.38 February 15, 2022 0.70 7,749,000 7,749,000 1.38 Total $ 0.70 8,491,235 8,491,235 1.35 |
Schedule of summary warrant [Table Text Block] | Number of Weighted Avg. Price 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 September 30, 2023 8,491,235 0.70 |
Transaction costs (Tables)
Transaction costs (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Costs and Expenses [Abstract] | |
Schedule of transaction costs including legal, audit and US regulatory [Table Text Block] | For the three months ended For the nine months ended September 30, 2023 September 30, 2022 September 30, 2023 September 30, 2022 Consulting and professional fees $ 37,423 $ 380,842 $ 232,168 $ 1,735,387 General expenses 35,416 458,115 374,982 671,979 Transaction costs $ 72,839 $ 838,957 $ 607,151 $ 2,407,366 |
Description of the business (Na
Description of the business (Narrative) (Details) | May 15, 2023 CAD ($) shares | May 15, 2023 USD ($) shares | Apr. 03, 2023 CAD ($) |
Arrowhead Medical, LLC [Member] | Class A [Member] | |||
Variable Interest Entity [Line Items] | |||
Cash consideration | $ 444,930 | $ 329,896 | |
Number of stock issued as consideration | shares | 1,000,000 | 1,000,000 | |
Business acquisition, consideration description | 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. | 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. | |
Business Combination, Price of Acquisition, Expected | $ 444,930 | $ 329,896 | |
Business acquisition, contingent consideration arrangements | 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. | 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. | |
Purchase Agreement [Member] | Biodex Medical Systems, Inc [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) | 9 Months Ended |
Sep. 30, 2023 shares | |
Accounting Policies [Abstract] | |
Subsidiary ownership percentage | 100% |
Anti-dilutive shares | 16,881,934 |
Significant accounting polici_5
Significant accounting policies - Schedule of estimated useful lives of property and equipment (Details) | 3 Months Ended |
Sep. 30, 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 |
Tooling [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 5 years |
Tooling [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 7 years |
Vehicles [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 4 years |
Vehicles [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 5 years |
Significant accounting polici_6
Significant accounting policies - Schedule of estimated useful lives of Intangible asset (Details) | 9 Months Ended |
Sep. 30, 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 | 9 Months Ended | 12 Months Ended | |||||||||||||||||||
May 15, 2023 CAD ($) $ / shares shares | May 15, 2023 USD ($) shares | Apr. 11, 2023 Individual $ / shares shares | May 19, 2023 CAD ($) $ / shares shares | 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 ($) shares | Sep. 30, 2023 CAD ($) | Sep. 30, 2022 CAD ($) | Sep. 30, 2023 CAD ($) | Sep. 30, 2022 CAD ($) | Dec. 31, 2022 CAD ($) $ / shares | Sep. 30, 2023 USD ($) | Mar. 15, 2023 CAD ($) | Mar. 15, 2023 USD ($) | Mar. 11, 2022 CAD ($) | |
Business Acquisition [Line Items] | |||||||||||||||||||||||
Payments to acquiremio guard | $ 0 | $ 572,400 | |||||||||||||||||||||
Liability for shares issued related to acquisition | $ 9,278,389 | 9,278,389 | $ 15,506,531 | ||||||||||||||||||||
Revenue | 19,647,489 | $ 11,019,251 | 46,905,793 | 29,448,811 | |||||||||||||||||||
Earning before tax | 2,998,029 | (9,870,114) | 257,986 | (14,259,798) | |||||||||||||||||||
Net earnings | 2,988,468 | (9,801,081) | 209,881 | (14,045,048) | |||||||||||||||||||
Change in fair value of earn out consideration | 0 | $ 0 | (1,165,697) | $ 2,451,600 | |||||||||||||||||||
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 | ||||||||||||||||||||
Value of the contingent consideration liability | $ 1,139,910 | ||||||||||||||||||||||
ALG-Health, LLC [Member] | |||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||
Liability for shares issued related to acquisition | 155,574 | 155,574 | |||||||||||||||||||||
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 | 4,394,000 | 4,394,000 | $ 3,250,000 | ||||||||||||||||||||
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 | $ 6,383,952 | $ 6,383,952 | |||||||||||||||||||||
Fair market price | $ / shares | $ 0.29 | $ 0.45 | |||||||||||||||||||||
Working Capital Adjustment | $ 1,262,859 | ||||||||||||||||||||||
Mio-Guard, LLC [Member] | |||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||
Business acquisition, acquired ownership percentage | 100% | ||||||||||||||||||||||
Liability for shares issued related to acquisition | 520,000 | 520,000 | $ 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 | 3,948,815 | 3,948,815 | ||||||||||||||||||||
Value of common stock issued as consideration | 967,650 | ||||||||||||||||||||||
Working Capital Adjustment | $ 274,375 | ||||||||||||||||||||||
Biodex Medical Systems Inc [Member] | |||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||
Revenue | 13,328,263 | ||||||||||||||||||||||
Earning before tax | 939,044 | ||||||||||||||||||||||
Working Capital Adjustment | $ 10,423,218 | $ 8,000,000 | |||||||||||||||||||||
Biodex Medical Systems Inc [Member] | Scenario One [Member] | |||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||
Revenue | 17,874,672 | ||||||||||||||||||||||
Earning before tax | 1,817,837 | ||||||||||||||||||||||
Biodex Medical Systems Inc [Member] | Scenario Two [Member] | |||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||
Revenue | 51,452,202 | ||||||||||||||||||||||
Earning before tax | 620,807 | ||||||||||||||||||||||
Arrowhead Medical, LLC [Member] | |||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||
Value of common stock issued as consideration | $ 269,794 | ||||||||||||||||||||||
Revenue | 1,950,861 | ||||||||||||||||||||||
Earning before tax | 15,498 | ||||||||||||||||||||||
Value of the contingent consideration liability | 77,820 | $ 260,000 | 260,000 | ||||||||||||||||||||
Arrowhead Medical, LLC [Member] | Scenario One [Member] | |||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||
Revenue | 3,322,260 | ||||||||||||||||||||||
Earning before tax | 22,150 | ||||||||||||||||||||||
Arrowhead Medical, LLC [Member] | Scenario Two [Member] | |||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||
Revenue | 48,277,192 | ||||||||||||||||||||||
Earning before tax | $ 251,334 | ||||||||||||||||||||||
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 | 388,935 | 1,000,000 | 1,048,500 | ||||||||||||||||||||
Number of individuals | Individual | 1 | 1 | 2 | ||||||||||||||||||||
Shares issued, fair market price per share | $ / shares | $ 0.33 | $ 0.68 | $ 0.61 | ||||||||||||||||||||
Value of common stock issued as consideration | $ 693,365 | ||||||||||||||||||||||
Class A [Member] | ALG-Health, LLC [Member] | |||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||
Number of stock issued as consideration | shares | 43,215 | ||||||||||||||||||||||
Number of individuals | Individual | 1 | ||||||||||||||||||||||
Shares issued, fair market price per share | $ / shares | $ 0.33 | ||||||||||||||||||||||
Class A [Member] | Simbex, LLC [Member] | |||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||
Number of stock issued as consideration | shares | 6,383,952 | ||||||||||||||||||||||
Shares issued, fair market price per share | $ / shares | $ 0.29 | ||||||||||||||||||||||
Class A [Member] | Arrowhead Medical, LLC [Member] | |||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||
Cash consideration | $ 444,930 | $ 329,896 | |||||||||||||||||||||
Number of stock issued as consideration | shares | 1,000,000 | 1,000,000 | |||||||||||||||||||||
Shares issued, fair market price per share | $ / shares | $ 0.27 | ||||||||||||||||||||||
Business acquisition, consideration description | 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. | 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. | |||||||||||||||||||||
Business acquisition, contingent consideration arrangements | 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. | 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. | |||||||||||||||||||||
Expected purchase price | $ 444,930 | $ 329,896 |
Acquisitions - Schedule of allo
Acquisitions - Schedule of allocation of purchase price (Details) - CAD ($) | Sep. 30, 2023 | May 15, 2023 | Mar. 15, 2023 | Dec. 31, 2022 | Sep. 23, 2022 | Mar. 11, 2022 | Sep. 30, 2021 | May 21, 2021 |
Business Acquisition [Line Items] | ||||||||
Goodwill | $ 16,143,398 | $ 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 | |||||||
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 | |||||||
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 | |||||||
Biodex Medical Systems, Inc [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Security deposit | $ 43,002 | |||||||
Inventories | 7,008,337 | |||||||
Prepaid expenses | 257,610 | |||||||
Property and equipment | 907,544 | |||||||
Right-of-use assets | 3,307,975 | |||||||
Goodwill | 1,751,615 | |||||||
Intangible assets and goodwill | 3,391,051 | |||||||
Accounts payable and other assumed liabilities | (3,021,568) | |||||||
Lease liability | (1,470,733) | |||||||
Total adjusted purchase price | $ 10,423,218 | |||||||
Arrowhead Medical, LLC [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Cash | $ 28,217 | |||||||
Accounts receivable | 240,255 | |||||||
Inventories | 264,600 | |||||||
Property and equipment | 59,698 | |||||||
Right-of-use assets | 822,558 | |||||||
Goodwill | 696,289 | |||||||
Intangible assets and goodwill | 966,029 | |||||||
Accounts payable and other assumed liabilities | (503,588) | |||||||
Debt | (444,930) | |||||||
Lease liability | (822,558) | |||||||
Other liabilities | (262,667) | |||||||
Total adjusted purchase price | $ 347,614 |
Acquisitions - Schedule of good
Acquisitions - Schedule of goodwill and other intangible assets (Details) - CAD ($) | Sep. 30, 2023 | May 15, 2023 | Mar. 15, 2023 | Dec. 31, 2022 | Sep. 23, 2022 | Mar. 11, 2022 | Sep. 30, 2021 | May 21, 2021 |
Business Acquisition [Line Items] | ||||||||
Goodwill | $ 16,143,398 | $ 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 | |||||||
Biodex Medical Systems, Inc [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Goodwill | $ 1,751,615 | |||||||
Tradename - Trademarks | 806,280 | |||||||
Customer Relationships | 833,156 | |||||||
Total identifiable intangible assets including goodwill | $ 3,391,051 | |||||||
Arrowhead Medical, Llc [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Goodwill | $ 696,289 | |||||||
Non-Competes | 269,740 | |||||||
Total identifiable intangible assets including goodwill | $ 966,029 |
Acquisitions - Schedule of valu
Acquisitions - Schedule of value of total consideration (Details) | 1 Months Ended | 12 Months Ended | ||||||||
May 15, 2023 CAD ($) | Mar. 15, 2023 CAD ($) | Mar. 11, 2022 CAD ($) shares | Sep. 23, 2022 CAD ($) | May 31, 2022 CAD ($) shares | Sep. 30, 2021 CAD ($) shares | May 21, 2021 CAD ($) shares | Dec. 31, 2022 CAD ($) | Sep. 30, 2023 CAD ($) | Mar. 15, 2023 USD ($) | |
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 | shares | 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 | shares | 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 | |||||||||
Biodex Medical Systems, Inc [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Cash | $ 1,343,800 | |||||||||
Promissory note | 9,079,418 | |||||||||
Working Capital Adjustment | 10,423,218 | $ 8,000,000 | ||||||||
Total Consideration | $ 10,423,218 | |||||||||
Arrowhead Medical, Llc [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Stock (Parent Special Stock) | $ 269,794 | |||||||||
1,000,000 Class A Shares in the Company | 1,000,000 | |||||||||
Floor Guarantee/Contingent Liability | 77,820 | $ 260,000 | ||||||||
Total Consideration | $ 347,614 | |||||||||
Common Class B [Member] | Mio Guard [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Number of stock issued as consideration | shares | 1,300,000 | |||||||||
Quarterly Earnout payments, maximum units issued | shares | 2,700,000 |
Accounts receivable - Schedule
Accounts receivable - Schedule of accounts receivable (Details) - CAD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Receivables [Abstract] | ||
Trade accounts receivable | $ 10,778,547 | $ 6,426,616 |
Allowance for doubtful accounts | (792,407) | (73,341) |
Long-term accounts receivable | 0 | 189,616 |
Total accounts receivable | $ 9,986,167 | $ 6,542,891 |
Disaggregation of revenues (Nar
Disaggregation of revenues (Narrative) (Details) - CAD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Disaggregation of Revenue [Abstract] | ||||
Point-in-time sales revenue | $ 17,653,770 | $ 8,402,434 | $ 40,194,237 | $ 20,688,666 |
Over-a-period sales revenue | $ 1,993,719 | $ 2,616,817 | $ 6,711,556 | $ 8,760,145 |
Inventories - Schedule of inven
Inventories - Schedule of inventories (Details) - CAD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 9,888,568 | $ 6,414,482 |
Work in progress | 643,241 | 771,507 |
Finished goods | 515,348 | 170,198 |
Trading goods | 1,085,265 | 746,439 |
Total | $ 12,132,422 | $ 8,102,626 |
Property and equipment - Schedu
Property and equipment - Schedule of property and equipment (Details) - CAD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Cost | ||||
Beginning balance | $ 4,844,743 | |||
Additions | 227,229 | |||
Disposal | (25,673) | |||
Translation | (244) | |||
Ending balance | $ 5,046,055 | 5,046,055 | ||
Accumulated depreciation | ||||
Beginning balance | 477,603 | |||
Additions | 273,092 | $ 172,654 | 722,422 | $ 313,594 |
Disposal | (2,579) | |||
Translation | 5,116 | |||
Ending balance | 1,202,562 | 1,202,562 | ||
Net Book Value, beginning | 3,399,898 | |||
Net Book Value, ending | 3,843,493 | 3,843,493 | ||
Acquired April 3, 2023 and May 15, 2023 [Member] | ||||
Cost | ||||
Beginning balance | 967,242 | |||
Accumulated depreciation | ||||
Beginning balance | 0 | |||
Previously Reported - December 31, 2022 [Member] | ||||
Cost | ||||
Beginning balance | 3,877,501 | |||
Accumulated depreciation | ||||
Beginning balance | 477,603 | |||
Machinery and equipment [Member] | ||||
Cost | ||||
Beginning balance | 3,786,505 | |||
Additions | 225,453 | |||
Disposal | 0 | |||
Translation | (2,420) | |||
Ending balance | 4,009,538 | 4,009,538 | ||
Accumulated depreciation | ||||
Beginning balance | 411,654 | |||
Additions | 580,106 | |||
Disposal | 0 | |||
Translation | 1,986 | |||
Ending balance | 993,746 | 993,746 | ||
Machinery and equipment [Member] | Acquired April 3, 2023 and May 15, 2023 [Member] | ||||
Cost | ||||
Beginning balance | 415,344 | |||
Accumulated depreciation | ||||
Beginning balance | 0 | |||
Machinery and equipment [Member] | Previously Reported - December 31, 2022 [Member] | ||||
Cost | ||||
Beginning balance | 3,371,161 | |||
Accumulated depreciation | ||||
Beginning balance | 411,654 | |||
Computer equipment and software [Member] | ||||
Cost | ||||
Beginning balance | 278,354 | |||
Additions | 0 | |||
Disposal | (2,454) | |||
Translation | (455) | |||
Ending balance | 275,445 | 275,445 | ||
Accumulated depreciation | ||||
Beginning balance | 38,092 | |||
Additions | 74,634 | |||
Disposal | (368) | |||
Translation | 650 | |||
Ending balance | 113,008 | 113,008 | ||
Computer equipment and software [Member] | Acquired April 3, 2023 and May 15, 2023 [Member] | ||||
Cost | ||||
Beginning balance | 6,323 | |||
Accumulated depreciation | ||||
Beginning balance | 0 | |||
Computer equipment and software [Member] | Previously Reported - December 31, 2022 [Member] | ||||
Cost | ||||
Beginning balance | 272,031 | |||
Accumulated depreciation | ||||
Beginning balance | 38,092 | |||
Furniture and fixtures [Member] | ||||
Cost | ||||
Beginning balance | 64,722 | |||
Additions | 0 | |||
Disposal | (23,219) | |||
Translation | (215) | |||
Ending balance | 41,288 | 41,288 | ||
Accumulated depreciation | ||||
Beginning balance | 2,868 | |||
Additions | 8,375 | |||
Disposal | (2,211) | |||
Translation | 2,245 | |||
Ending balance | 11,277 | 11,277 | ||
Furniture and fixtures [Member] | Acquired April 3, 2023 and May 15, 2023 [Member] | ||||
Cost | ||||
Beginning balance | 1,050 | |||
Accumulated depreciation | ||||
Beginning balance | 0 | |||
Furniture and fixtures [Member] | Previously Reported - December 31, 2022 [Member] | ||||
Cost | ||||
Beginning balance | 63,672 | |||
Accumulated depreciation | ||||
Beginning balance | 2,868 | |||
Land improvements [Member] | ||||
Cost | ||||
Beginning balance | 24,186 | |||
Additions | 0 | |||
Disposal | 0 | |||
Translation | (43) | |||
Ending balance | 24,143 | 24,143 | ||
Accumulated depreciation | ||||
Beginning balance | 1,209 | |||
Additions | 1,712 | |||
Disposal | 0 | |||
Translation | 6 | |||
Ending balance | 2,927 | 2,927 | ||
Land improvements [Member] | Acquired April 3, 2023 and May 15, 2023 [Member] | ||||
Cost | ||||
Beginning balance | 0 | |||
Accumulated depreciation | ||||
Beginning balance | 0 | |||
Land improvements [Member] | Previously Reported - December 31, 2022 [Member] | ||||
Cost | ||||
Beginning balance | 24,186 | |||
Accumulated depreciation | ||||
Beginning balance | 1,209 | |||
Leasehold improvements [Member] | ||||
Cost | ||||
Beginning balance | 562,012 | |||
Additions | 0 | |||
Disposal | 0 | |||
Translation | 2,277 | |||
Ending balance | 564,289 | 564,289 | ||
Accumulated depreciation | ||||
Beginning balance | 23,780 | |||
Additions | 24,215 | |||
Disposal | 0 | |||
Translation | 72 | |||
Ending balance | 48,067 | 48,067 | ||
Leasehold improvements [Member] | Acquired April 3, 2023 and May 15, 2023 [Member] | ||||
Cost | ||||
Beginning balance | 415,561 | |||
Accumulated depreciation | ||||
Beginning balance | 0 | |||
Leasehold improvements [Member] | Previously Reported - December 31, 2022 [Member] | ||||
Cost | ||||
Beginning balance | 146,451 | |||
Accumulated depreciation | ||||
Beginning balance | 23,780 | |||
Tooling [Member] | ||||
Cost | ||||
Beginning balance | 78,981 | |||
Additions | 1,776 | |||
Disposal | 0 | |||
Translation | 490 | |||
Ending balance | 81,247 | 81,247 | ||
Accumulated depreciation | ||||
Beginning balance | 0 | |||
Additions | 19,779 | |||
Disposal | 0 | |||
Translation | 93 | |||
Ending balance | 19,872 | 19,872 | ||
Tooling [Member] | Acquired April 3, 2023 and May 15, 2023 [Member] | ||||
Cost | ||||
Beginning balance | 78,981 | |||
Accumulated depreciation | ||||
Beginning balance | 0 | |||
Tooling [Member] | Previously Reported - December 31, 2022 [Member] | ||||
Cost | ||||
Beginning balance | 0 | |||
Accumulated depreciation | ||||
Beginning balance | 0 | |||
Vehicles [Member] | ||||
Cost | ||||
Beginning balance | 49,983 | |||
Additions | 0 | |||
Disposal | 0 | |||
Translation | 122 | |||
Ending balance | 50,105 | 50,105 | ||
Accumulated depreciation | ||||
Beginning balance | 0 | |||
Additions | 13,601 | |||
Disposal | 0 | |||
Translation | 64 | |||
Ending balance | $ 13,665 | 13,665 | ||
Vehicles [Member] | Acquired April 3, 2023 and May 15, 2023 [Member] | ||||
Cost | ||||
Beginning balance | 49,983 | |||
Accumulated depreciation | ||||
Beginning balance | 0 | |||
Vehicles [Member] | Previously Reported - December 31, 2022 [Member] | ||||
Cost | ||||
Beginning balance | 0 | |||
Accumulated depreciation | ||||
Beginning balance | $ 0 |
Intangible assets - Schedule of
Intangible assets - Schedule of intangible assets (Details) - CAD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Cost | ||||
Beginning balance | $ 12,670,962 | |||
Additions | 0 | |||
Disposal | 0 | |||
Ending balance | $ 12,670,962 | 12,670,962 | ||
Accumulated amortization | ||||
Beginning balance | 1,385,624 | |||
Additions | 392,615 | $ 254,706 | 1,093,714 | $ 718,716 |
Disposal | 0 | |||
Ending balance | 2,479,338 | 2,479,338 | ||
Net book Value, beginning | 9,376,162 | |||
Net Book Value, ending | 10,191,624 | 10,191,624 | ||
Tradename - Trademarks [Member] | ||||
Cost | ||||
Beginning balance | 2,607,859 | |||
Additions | 0 | |||
Disposal | 0 | |||
Ending balance | 2,607,859 | 2,607,859 | ||
Accumulated amortization | ||||
Beginning balance | 427,176 | |||
Additions | 366,934 | |||
Disposal | 0 | |||
Ending balance | 794,110 | 794,110 | ||
Intellectual Property [Member] | ||||
Cost | ||||
Beginning balance | 564,024 | |||
Additions | 0 | |||
Disposal | 0 | |||
Ending balance | 564,024 | 564,024 | ||
Accumulated amortization | ||||
Beginning balance | 151,378 | |||
Additions | 90,787 | |||
Disposal | 0 | |||
Ending balance | 242,165 | 242,165 | ||
Customer Base [Member] | ||||
Cost | ||||
Beginning balance | 7,838,647 | |||
Additions | 0 | |||
Disposal | 0 | |||
Ending balance | 7,838,647 | 7,838,647 | ||
Accumulated amortization | ||||
Beginning balance | 525,925 | |||
Additions | 397,348 | |||
Disposal | 0 | |||
Ending balance | 923,273 | 923,273 | ||
Non-Completes [Member] | ||||
Cost | ||||
Beginning balance | 1,660,432 | |||
Additions | 0 | |||
Disposal | 0 | |||
Ending balance | 1,660,432 | 1,660,432 | ||
Accumulated amortization | ||||
Beginning balance | 281,145 | |||
Additions | 238,645 | |||
Disposal | 0 | |||
Ending balance | $ 519,790 | 519,790 | ||
Previously Reported [Member] | ||||
Cost | ||||
Beginning balance | 10,761,786 | |||
Accumulated amortization | ||||
Beginning balance | 1,385,624 | |||
Previously Reported [Member] | Tradename - Trademarks [Member] | ||||
Cost | ||||
Beginning balance | 1,801,579 | |||
Accumulated amortization | ||||
Beginning balance | 427,176 | |||
Previously Reported [Member] | Intellectual Property [Member] | ||||
Cost | ||||
Beginning balance | 564,024 | |||
Accumulated amortization | ||||
Beginning balance | 151,378 | |||
Previously Reported [Member] | Customer Base [Member] | ||||
Cost | ||||
Beginning balance | 7,005,491 | |||
Accumulated amortization | ||||
Beginning balance | 525,925 | |||
Previously Reported [Member] | Non-Completes [Member] | ||||
Cost | ||||
Beginning balance | 1,390,692 | |||
Accumulated amortization | ||||
Beginning balance | 281,145 | |||
Acquired April 3, 2023 and May 15, 2023 [Member] | ||||
Cost | ||||
Beginning balance | 1,909,176 | |||
Accumulated amortization | ||||
Beginning balance | 0 | |||
Acquired April 3, 2023 and May 15, 2023 [Member] | Tradename - Trademarks [Member] | ||||
Cost | ||||
Beginning balance | 806,280 | |||
Accumulated amortization | ||||
Beginning balance | 0 | |||
Acquired April 3, 2023 and May 15, 2023 [Member] | Intellectual Property [Member] | ||||
Cost | ||||
Beginning balance | 0 | |||
Accumulated amortization | ||||
Beginning balance | 0 | |||
Acquired April 3, 2023 and May 15, 2023 [Member] | Customer Base [Member] | ||||
Cost | ||||
Beginning balance | 833,156 | |||
Accumulated amortization | ||||
Beginning balance | 0 | |||
Acquired April 3, 2023 and May 15, 2023 [Member] | Non-Completes [Member] | ||||
Cost | ||||
Beginning balance | 269,740 | |||
Accumulated amortization | ||||
Beginning balance | $ 0 |
Accounts payable and accrued _3
Accounts payable and accrued liabilities (Narrative) (Details) - CAD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Payables And Accruals [Line Items] | ||
Unearned customer deposits | $ 1,870,572 | $ 1,549,729 |
Unearned revenues | $ 281,511 | $ 0 |
Accounts payable and accrued _4
Accounts payable and accrued liabilities - Schedule of accounts payable and accrued liabilities (Details) - CAD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Payables and Accruals [Abstract] | ||
Accounts payable | $ 7,250,124 | $ 5,269,323 |
Accrued liabilities | 2,668,013 | 1,371,858 |
Other liabilities | 2,152,083 | 1,807,702 |
Total | $ 12,070,220 | $ 8,448,883 |
Line of credit and debt (Narrat
Line of credit and debt (Narrative) (Details) | 9 Months Ended | ||||||||||||||||||||||||||
Sep. 12, 2023 CAD ($) | Aug. 04, 2023 CAD ($) | May 15, 2023 CAD ($) | May 15, 2023 USD ($) | Apr. 06, 2023 CAD ($) | Apr. 06, 2023 USD ($) | Apr. 03, 2023 CAD ($) Installment | Jan. 13, 2023 USD ($) | Jun. 09, 2021 CAD ($) | Jun. 09, 2021 USD ($) | Sep. 30, 2023 CAD ($) | Sep. 30, 2023 USD ($) | Sep. 30, 2022 CAD ($) | Jan. 01, 2024 CAD ($) | Jan. 01, 2024 USD ($) | Oct. 01, 2023 CAD ($) | Oct. 01, 2023 USD ($) | Sep. 30, 2023 USD ($) | Sep. 12, 2023 USD ($) | Jul. 01, 2023 CAD ($) | Jul. 01, 2023 USD ($) | May 15, 2023 USD ($) | Apr. 06, 2023 USD ($) | Apr. 03, 2023 USD ($) | Dec. 31, 2022 CAD ($) | Dec. 31, 2022 USD ($) | Jun. 09, 2021 USD ($) | |
Debt Instrument [Line Items] | |||||||||||||||||||||||||||
Inventories, net | $ 12,132,422 | $ 8,102,626 | |||||||||||||||||||||||||
Accounts receivable | 9,986,167 | 6,542,891 | |||||||||||||||||||||||||
Outstanding balance | 7,682,971 | 5,162,711 | |||||||||||||||||||||||||
Proceeds from Lines of Credit | 2,186,239 | $ 1,683,913 | |||||||||||||||||||||||||
Total debt | 10,227,985 | 770,004 | |||||||||||||||||||||||||
Current portion of debt | 9,463,750 | 195,489 | |||||||||||||||||||||||||
Long-term portion of debt | 764,235 | 574,515 | |||||||||||||||||||||||||
Net carrying value | 3,843,493 | 3,399,898 | |||||||||||||||||||||||||
Forbearance Agreement [Member] | Biodex Physical Medicine Business [Member] | |||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||
Interest rate, stated percentage | 12% | ||||||||||||||||||||||||||
Debt instrument face amount | $ 1,500,000 | ||||||||||||||||||||||||||
Periodic payment | $ 2,500,000 | ||||||||||||||||||||||||||
Debt instrument description | the Company being required to utilize 80% of any available credit lines or such percentage as allowed by its respective lender to access cash until the obligations under the Original Debt Schedule are current. | ||||||||||||||||||||||||||
Excess amount capital expenditures | $ 100,000 | ||||||||||||||||||||||||||
Debt instrument interest rate percentage | 50% | ||||||||||||||||||||||||||
Line of Credit [Member] | |||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||
Outstanding balance | 4,419,071 | $ 3,268,543 | 5,162,711 | $ 3,811,807 | |||||||||||||||||||||||
Proceeds from Lines of Credit | 9,482,953 | ||||||||||||||||||||||||||
Total debt | 10,227,985 | 770,004 | |||||||||||||||||||||||||
Current portion of debt | 9,463,750 | ||||||||||||||||||||||||||
Long-term portion of debt | $ 764,235 | ||||||||||||||||||||||||||
SDP [Member] | 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 | Borrowings bear interest at 4% or prime +0.75% per annum | |||||||||||||||||||||||||
Inventories, net | $ 4,277,231 | 3,163,633 | |||||||||||||||||||||||||
Accounts receivable | $ 3,165,931 | 2,341,665 | |||||||||||||||||||||||||
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 September 30, 2023, the Company was in compliance with the 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 September 30, 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 | ||||||||||||||||||||||||||
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 | 2,107,657 | 1,558,919 | |||||||||||||||||||||||||
Arrowhead Medical, LLC [Member] | Line of Credit [Member] | |||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||
Line of credit facility, maximum borrowing amount | $ 407,087 | $ 301,100 | |||||||||||||||||||||||||
Line of credit facility, interest rate description | Borrowings bear interest at 7.5% per annum | Borrowings bear interest at 7.5% per annum | |||||||||||||||||||||||||
Outstanding balance | $ 334,020 | 247,056 | 0 | 0 | |||||||||||||||||||||||
Line of credit facilty, terms | The balance of the line of credit may not exceed the lesser of US $300,000 or the sum of 75% of accounts receivable <90 days aged and 75% of accounts receivable >90 days aged where a 50% deposit was received by the customer. Since the execution of the debt line on April 3, 2020, to September 30, 2023, the Company was in compliance with the financial covenant. | The balance of the line of credit may not exceed the lesser of US $300,000 or the sum of 75% of accounts receivable <90 days aged and 75% of accounts receivable >90 days aged where a 50% deposit was received by the customer. Since the execution of the debt line on April 3, 2020, to September 30, 2023, the Company was in compliance with the financial covenant. | |||||||||||||||||||||||||
Remaining balance of line of credit | 300,000 | ||||||||||||||||||||||||||
Biodex Medical Systems, Inc [Member] | |||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||
Borrowing amount | $ 9,134,822 | $ 6,756,525 | |||||||||||||||||||||||||
Periodic payment | $ 80,742 | $ 60,000 | |||||||||||||||||||||||||
Outstanding balance | 9,215,942 | $ 2,374,822 | $ 1,756,525 | $ 4,056,000 | $ 3,000,000 | 6,816,525 | $ 2,704,000 | $ 2,000,000 | |||||||||||||||||||
Number of installment | Installment | 3 | ||||||||||||||||||||||||||
Biodex Medical Systems Inc Entered Into Master Credit 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 | $ 4,056,000 | $ 3,000,000 | |||||||||||||||||||||||||
Line of credit facility, interest rate description | The Agreement has a variable interest rate of the greater of 6.00% per annum or 0.75% in excess of the rate shown in the Wall Street Journal as the prime rate, is payable on demand | ||||||||||||||||||||||||||
Outstanding balance | 822,223 | 608,153 | 0 | 0 | |||||||||||||||||||||||
Term Note [Member] | |||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||
Line of credit facility, interest rate | 6% | 6% | |||||||||||||||||||||||||
Borrowing amount | $ 1,014,000 | $ 750,000 | |||||||||||||||||||||||||
Interest rate, stated percentage | 2.75% | 2.75% | |||||||||||||||||||||||||
Periodic payment | $ 19,604 | $ 14,500 | |||||||||||||||||||||||||
Outstanding balance | 650,462 | 481,111 | 770,004 | $ 568,520 | |||||||||||||||||||||||
Term Note [Member] | South Dakota Development Corporation [Member] | |||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||
Borrowing amount | 1,295,586 | 985,274 | |||||||||||||||||||||||||
Equipment loan [Member] | |||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||
Borrowing amount | $ 308,486 | $ 228,170 | |||||||||||||||||||||||||
Interest rate, stated percentage | 7.95% | 7.95% | |||||||||||||||||||||||||
Periodic payment | $ 6,258 | $ 4,629 | |||||||||||||||||||||||||
Outstanding balance | 286,978 | 212,262 | |||||||||||||||||||||||||
Net carrying value | $ 418,297 | $ 309,391 | |||||||||||||||||||||||||
Equipment loan [Member] | Line of Credit [Member] | |||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||
Proceeds from Lines of Credit | 308,486 | ||||||||||||||||||||||||||
Total debt | 286,978 | 0 | |||||||||||||||||||||||||
Current portion of debt | 53,885 | ||||||||||||||||||||||||||
Long-term portion of debt | 233,093 | ||||||||||||||||||||||||||
Woodland vehicle loan [Member] | |||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||
Borrowing amount | $ 82,879 | $ 61,301 | |||||||||||||||||||||||||
Interest rate, stated percentage | 5.504% | 5.504% | |||||||||||||||||||||||||
Periodic payment | $ 2,297 | $ 1,699 | |||||||||||||||||||||||||
Outstanding balance | 74,603 | 55,179 | |||||||||||||||||||||||||
Net carrying value | 23,315 | $ 17,245 | |||||||||||||||||||||||||
Woodland vehicle loan [Member] | Line of Credit [Member] | |||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||
Proceeds from Lines of Credit | 82,879 | ||||||||||||||||||||||||||
Total debt | 74,603 | $ 0 | |||||||||||||||||||||||||
Current portion of debt | 24,341 | ||||||||||||||||||||||||||
Long-term portion of debt | 50,262 | ||||||||||||||||||||||||||
Woodland Vehicle Loan [Member] | |||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||
Borrowing amount | $ 12,170 | $ 9,001 | |||||||||||||||||||||||||
Interest rate, stated percentage | 5.975% | 5.975% | |||||||||||||||||||||||||
Periodic payment | $ 2,062 | $ 1,525 | |||||||||||||||||||||||||
Outstanding balance | $ 0 | $ 0 | |||||||||||||||||||||||||
Net carrying value | $ 45,550 | $ 33,691 |
Line of credit and debt - Sched
Line of credit and debt - Schedule of debt (Details) - CAD ($) | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Debt Instrument [Line Items] | |||
Balance, December 31, 2022 | $ 770,004 | ||
Additions | 2,186,239 | $ 1,683,913 | |
Balance, March 31, 2023 | 10,227,985 | ||
Less: current portion | (9,463,750) | $ (195,489) | |
Long-term portion | 764,235 | $ 574,515 | |
Line of Credit [Member] | |||
Debt Instrument [Line Items] | |||
Balance, December 31, 2022 | 770,004 | ||
Additions | 9,482,953 | ||
Principal repayments | (159,385) | ||
Interest accrued and not paid | 80,742 | ||
Translation | 53,671 | ||
Balance, March 31, 2023 | 10,227,985 | ||
Less: current portion | (9,463,750) | ||
Long-term portion | 764,235 | ||
Crestmark term loan [Member] | Line of Credit [Member] | |||
Debt Instrument [Line Items] | |||
Balance, December 31, 2022 | 770,004 | ||
Additions | 0 | ||
Principal repayments | (117,626) | ||
Interest accrued and not paid | 0 | ||
Translation | (1,916) | ||
Balance, March 31, 2023 | 650,462 | ||
Less: current portion | (169,582) | ||
Long-term portion | 480,880 | ||
Equipment loan [Member] | Line of Credit [Member] | |||
Debt Instrument [Line Items] | |||
Balance, December 31, 2022 | 0 | ||
Additions | 308,486 | ||
Principal repayments | (21,408) | ||
Interest accrued and not paid | 0 | ||
Translation | (100) | ||
Balance, March 31, 2023 | 286,978 | ||
Less: current portion | (53,885) | ||
Long-term portion | 233,093 | ||
Woodland term loan [Member] | Line of Credit [Member] | |||
Debt Instrument [Line Items] | |||
Balance, December 31, 2022 | 0 | ||
Additions | 12,170 | ||
Principal repayments | (12,113) | ||
Interest accrued and not paid | 0 | ||
Translation | (57) | ||
Balance, March 31, 2023 | 0 | ||
Less: current portion | 0 | ||
Long-term portion | 0 | ||
Woodland vehicle loan [Member] | Line of Credit [Member] | |||
Debt Instrument [Line Items] | |||
Balance, December 31, 2022 | 0 | ||
Additions | 82,879 | ||
Principal repayments | (8,238) | ||
Interest accrued and not paid | 0 | ||
Translation | (38) | ||
Balance, March 31, 2023 | 74,603 | ||
Less: current portion | (24,341) | ||
Long-term portion | 50,262 | ||
Mirion promissory note [Member] | Line of Credit [Member] | |||
Debt Instrument [Line Items] | |||
Balance, December 31, 2022 | 0 | ||
Additions | 9,079,418 | ||
Principal repayments | 0 | ||
Interest accrued and not paid | 80,742 | ||
Translation | 55,782 | ||
Balance, March 31, 2023 | 9,215,942 | ||
Less: current portion | (9,215,942) | ||
Long-term portion | $ 0 |
Leases (Narrative) (Details)
Leases (Narrative) (Details) | 1 Months Ended | |||||||||||||||||||||||||
May 15, 2023 CAD ($) | May 15, 2023 USD ($) | Jan. 09, 2023 CAD ($) | Jan. 09, 2023 USD ($) | Jan. 02, 2022 CAD ($) | Jan. 02, 2022 USD ($) | Sep. 01, 2020 CAD ($) | Sep. 01, 2020 USD ($) | Jul. 01, 2012 CAD ($) | Jul. 01, 2012 USD ($) | Jul. 25, 2023 CAD ($) | Jul. 25, 2023 USD ($) | May 23, 2023 CAD ($) | May 23, 2023 USD ($) | Feb. 27, 2023 CAD ($) | Feb. 27, 2023 USD ($) | Sep. 21, 2022 CAD ($) | Sep. 21, 2022 USD ($) | Oct. 01, 2021 CAD ($) | Oct. 01, 2021 USD ($) | Oct. 31, 2018 CAD ($) | Oct. 31, 2018 USD ($) | Sep. 30, 2023 CAD ($) | Dec. 31, 2022 CAD ($) | Oct. 01, 2021 USD ($) | Oct. 31, 2018 USD ($) | |
Lessee, Lease, Description [Line Items] | ||||||||||||||||||||||||||
Line of credit | $ 7,682,971 | $ 5,162,711 | ||||||||||||||||||||||||
Weighted average remaining lease term | 7 years 8 months 1 day | 9 years 3 months 25 days | ||||||||||||||||||||||||
Weighted average discount rate | 7.08% | 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 | $ 258,185 | $ 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 | $ 516,369 | $ 381,930 | ||||||||||||||||||||||||
Lease Agreements [Member] | Simbex, LLC [Member] | ||||||||||||||||||||||||||
Lessee, Lease, Description [Line Items] | ||||||||||||||||||||||||||
Initial lease term | 3 years | 3 years | ||||||||||||||||||||||||
Amount of base annual rental | $ 212,859 | $ 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 | $ 126,294 | $ 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 | $ 108,349 | $ 80,140 | ||||||||||||||||||||||||
Renewal term of extension options | 5 years | 5 years | ||||||||||||||||||||||||
Lease base rental amount description | The base rental amount increases annually as per the base rent schedule included in the lease agreement. | The base rental amount increases annually as per the base rent schedule included in the lease agreement. | ||||||||||||||||||||||||
Lease Agreements [Member] | Mio-Guard, LLC [Member] | ||||||||||||||||||||||||||
Lessee, Lease, Description [Line Items] | ||||||||||||||||||||||||||
Initial lease term | 5 years 30 days | 5 years 30 days | 5 years | 5 years | ||||||||||||||||||||||
Amount of base annual rental | $ 206,045 | $ 152,400 | $ 115,807 | $ 85,656 | ||||||||||||||||||||||
Lease base rental amount description | The base rental amount does not increase over the initial rental period. | The base rental amount does not increase over the initial rental period. | 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 | 3 years | 3 years | 7 years | 7 years | 3 years | 3 years | 3 years | 3 years | ||||||||||||||||||
Amount of base annual rental | $ 140,081 | $ 103,610 | $ 443,499 | $ 328,032 | $ 38,932 | $ 28,796 | $ 180,908 | $ 133,808 | $ 29,747 | $ 22,002 | ||||||||||||||||
Renewal term of extension options | 7 years | 7 years | 3 years | 3 years | ||||||||||||||||||||||
Lease base rental amount description | 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. | 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. | ||||||||||||||||||||||||
Lease Agreements [Member] | Biodex Medical Systems Inc [Member] | Shirley Location [Member] | ||||||||||||||||||||||||||
Lessee, Lease, Description [Line Items] | ||||||||||||||||||||||||||
Initial lease term | 5 years | 5 years | ||||||||||||||||||||||||
Amount of base annual rental | $ 259,584 | $ 192,000 | ||||||||||||||||||||||||
Renewal term of extension options | 5 years | 5 years | ||||||||||||||||||||||||
Lease base rental amount description | The base rental amount does not increase during the initial rental period but increases 3% annually on the first day of the lease year if the lease extension is utilized. | The base rental amount does not increase during the initial rental period but increases 3% annually on the first day of the lease year if the lease extension is utilized. |
Leases - Schedule of right-of-u
Leases - Schedule of right-of-use assets and lease liabilities (Details) - CAD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Leases [Abstract] | ||||
Right-of-use assets opening balance | $ 7,781,300 | |||
Acquired | 5,147,129 | |||
Amortization | $ (518,873) | $ (133,991) | (1,441,014) | $ (304,027) |
Translation | 2,153 | |||
Right-of-use assets ending balance | 11,489,568 | 11,489,568 | ||
Lease liability opening balance | 6,830,586 | |||
Lease liability, Acquired | 3,304,126 | |||
Interest lease expense | 415,795 | |||
Lease payments | (1,308,685) | |||
Translation | (4,412) | |||
Lease liability ending balance | 9,237,410 | 9,237,410 | ||
Lease liability, current opening balance | 847,253 | |||
Lease liability, current ending balance | 1,514,813 | 1,514,813 | ||
Lease liability, long-term opening balance | 5,983,333 | |||
Lease liability, long-term ending balance | $ 7,722,597 | $ 7,722,597 |
Leases - Schedule of future min
Leases - Schedule of future minimum lease payments payable (Details) - CAD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Leases [Abstract] | ||
Twelve months ending June 30, 2024 | $ 2,108,416 | |
Twelve months ending June 30, 2025 | 2,153,828 | |
Twelve months ending June 30, 2026 | 1,751,617 | |
Twelve months ending June 30, 2027 | 1,140,063 | |
Twelve months ending June 30, 2028 | 1,046,269 | |
2029 and thereafter | 3,672,203 | |
Total future minimum lease payments | 11,872,396 | |
Less: Interest on lease liabilities | (2,634,986) | |
Total present value of minimum lease payments | 9,237,410 | $ 6,830,586 |
Less: current portion | 1,514,813 | 847,253 |
Non-current portion | $ 7,722,597 | $ 5,983,333 |
Stockholders' equity (Narrative
Stockholders' equity (Narrative) (Details) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 9 Months Ended | 10 Months Ended | ||||||||||||||||||||||||
Aug. 16, 2023 $ / shares shares | Jul. 24, 2023 $ / shares shares | Jun. 13, 2023 $ / shares shares | Jun. 05, 2023 $ / shares shares | May 15, 2023 $ / shares shares | Apr. 11, 2023 Individual $ / shares shares | Mar. 02, 2023 CAD ($) $ / shares shares | Feb. 10, 2023 $ / shares shares | Feb. 07, 2023 CAD ($) $ / shares shares | Jan. 10, 2023 CAD ($) $ / shares shares | Jun. 26, 2023 CAD ($) $ / shares shares | May 24, 2023 $ / shares shares | May 19, 2023 CAD ($) $ / shares shares | Apr. 19, 2023 $ / shares shares | Feb. 23, 2023 $ / shares shares | Feb. 21, 2023 $ / shares shares | Nov. 28, 2022 Individual $ / shares shares | Nov. 21, 2022 Individual $ / shares shares | May 31, 2022 shares | Sep. 30, 2021 shares | Sep. 30, 2023 CAD ($) shares | Sep. 30, 2022 CAD ($) shares | Jun. 27, 2023 CAD ($) $ / shares shares | Sep. 30, 2023 CAD ($) $ / shares shares | Sep. 30, 2022 CAD ($) shares | Dec. 31, 2022 CAD ($) $ / shares shares | Jun. 30, 2023 shares | Jun. 30, 2022 shares | Dec. 31, 2021 shares | |
Stockholders Equity Note [Line Items] | |||||||||||||||||||||||||||||
Common stock, value | $ | $ 39,680,472 | $ 39,680,472 | $ 38,767,442 | ||||||||||||||||||||||||||
Value of common shares issued in satisfaction of indebtedness owed to service provider | $ | $ 201,401 | 199,095 | $ 201,401 | ||||||||||||||||||||||||||
Share-based compensation | $ | 264,637 | $ 378,683 | $ 1,001,733 | 1,306,341 | |||||||||||||||||||||||||
Exercise price of stock options | $ / shares | $ 0.15 | $ 0.12 | |||||||||||||||||||||||||||
Shares to be issued related to acquisition of SDP | $ | 14,371,500 | ||||||||||||||||||||||||||||
Number of stock options exercised | 147,400 | 147,400 | 147,400 | 28,154 | |||||||||||||||||||||||||
Common stock from stock options exercised | 147,400 | ||||||||||||||||||||||||||||
Proceeds from exercise of stock options | $ | $ 33,902 | $ 33,902 | $ 5,329 | ||||||||||||||||||||||||||
Stock option, exercise price | $ / shares | $ 0.27 | ||||||||||||||||||||||||||||
Stock options exercised | 73,700 | ||||||||||||||||||||||||||||
Stock option, exercise price | $ / shares | $ 0.19 | ||||||||||||||||||||||||||||
Simbex, LLC [Member] | |||||||||||||||||||||||||||||
Stockholders Equity Note [Line Items] | |||||||||||||||||||||||||||||
Number of stock issued | 6,383,954 | ||||||||||||||||||||||||||||
Class A [Member] | |||||||||||||||||||||||||||||
Stockholders Equity Note [Line Items] | |||||||||||||||||||||||||||||
Fair market price per share | $ / shares | $ 0.47 | $ 0.43 | $ 0.28 | $ 0.29 | $ 0.75 | $ 0.75 | $ 0.28 | ||||||||||||||||||||||
Common stock, value | $ | 12,542,088 | 12,542,088 | $ 1,800,064 | ||||||||||||||||||||||||||
Shares exchanged to Class A Shares | $ | $ 339,079 | $ 104,850 | $ 368,500 | $ 1,743,244 | $ 43,215 | ||||||||||||||||||||||||
Number of common shares exchanged | 339,079 | 104,850 | 368,500 | 1,743,244 | 43,215 | ||||||||||||||||||||||||
Shares issued related to acquisition (in shares) | 11,481,890 | 1,275,770 | |||||||||||||||||||||||||||
Class A [Member] | ALG-Health, LLC [Member] | |||||||||||||||||||||||||||||
Stockholders Equity Note [Line Items] | |||||||||||||||||||||||||||||
Number of stock issued | 388,935 | 1,000,000 | 1,048,500 | ||||||||||||||||||||||||||
Number of individuals | Individual | 1 | 1 | 2 | ||||||||||||||||||||||||||
Shares issued, fair market price per share | $ / shares | $ 0.33 | $ 0.68 | $ 0.61 | ||||||||||||||||||||||||||
Class A [Member] | ALG-Health, LLC [Member] | |||||||||||||||||||||||||||||
Stockholders Equity Note [Line Items] | |||||||||||||||||||||||||||||
Number of stock issued | 43,215 | ||||||||||||||||||||||||||||
Number of individuals | Individual | 1 | ||||||||||||||||||||||||||||
Shares issued, fair market price per share | $ / shares | $ 0.33 | ||||||||||||||||||||||||||||
Class A [Member] | Arrowhead Medical, Llc [Member] | |||||||||||||||||||||||||||||
Stockholders Equity Note [Line Items] | |||||||||||||||||||||||||||||
Number of stock issued | 1,000,000 | ||||||||||||||||||||||||||||
Shares issued, fair market price per share | $ / shares | $ 0.27 | ||||||||||||||||||||||||||||
Class A [Member] | Simbex, LLC [Member] | |||||||||||||||||||||||||||||
Stockholders Equity Note [Line Items] | |||||||||||||||||||||||||||||
Number of stock issued | 6,383,952 | ||||||||||||||||||||||||||||
Shares issued, fair market price per share | $ / shares | $ 0.29 | ||||||||||||||||||||||||||||
Class A Shares to be issued [Member] | |||||||||||||||||||||||||||||
Stockholders Equity Note [Line Items] | |||||||||||||||||||||||||||||
Common stock, value | $ | $ 4,696,005 | $ 4,696,005 | $ 14,264,250 | ||||||||||||||||||||||||||
Common Stock [Member] | |||||||||||||||||||||||||||||
Stockholders Equity Note [Line Items] | |||||||||||||||||||||||||||||
Common shares outstanding | 56,791,592 | 53,707,780 | 56,791,592 | 53,707,780 | 53,707,780 | 56,423,092 | 53,165,133 | 44,790,162 | |||||||||||||||||||||
Value of common shares outstanding | $ | $ 39,680,472 | $ 39,680,472 | $ 38,767,442 | ||||||||||||||||||||||||||
Number of common shares issued in satisfaction of indebtedness owed to service provider | 260,921 | ||||||||||||||||||||||||||||
Value of common shares issued in satisfaction of indebtedness owed to service provider | $ | $ 201,401 | ||||||||||||||||||||||||||||
Shares issued on financing, net (in shares) | 281,726 | 260,921 | |||||||||||||||||||||||||||
Class A Shares exchanged for common shares (in shares) | 368,500 | 2,598,888 | 143,000 | ||||||||||||||||||||||||||
Class A Shares exchanged for common shares | $ | $ 70,015 | $ 781,481 | $ 107,250 | ||||||||||||||||||||||||||
Number of stock options exercised | 147,400 | 28,154 | |||||||||||||||||||||||||||
Proceeds from exercise of stock options | $ | $ 47,168 | $ 8,426 | |||||||||||||||||||||||||||
Common Stock [Member] | DaMar [Member] | |||||||||||||||||||||||||||||
Stockholders Equity Note [Line Items] | |||||||||||||||||||||||||||||
Number of stock issued | 337,524 | ||||||||||||||||||||||||||||
Shares issued, fair market price per share | $ / shares | $ 0.25 | ||||||||||||||||||||||||||||
Common Stock [Member] | Class A [Member] | |||||||||||||||||||||||||||||
Stockholders Equity Note [Line Items] | |||||||||||||||||||||||||||||
Common shares outstanding | 21,378,799 | 1,355,425 | 21,378,799 | 1,355,425 | 3,403,925 | 21,378,799 | 1,355,425 | 1,355,425 | |||||||||||||||||||||
Common stock, value | $ | $ 12,542,088 | $ 12,542,088 | $ 1,800,064 | ||||||||||||||||||||||||||
Class A Shares exchanged for common shares (in shares) | (2,598,888) | (143,000) | |||||||||||||||||||||||||||
Class A Shares exchanged for common shares | $ | $ (1,058,257) | $ (107,250) | |||||||||||||||||||||||||||
Shares to be issued related to acquisition of SDP (in shares) | 12,900,660 | ||||||||||||||||||||||||||||
Shares issued related to acquisition (in shares) | 12,757,660 | 143,000 | |||||||||||||||||||||||||||
Common Stock [Member] | Class A Shares to be issued [Member] | |||||||||||||||||||||||||||||
Stockholders Equity Note [Line Items] | |||||||||||||||||||||||||||||
Common shares outstanding | 6,261,340 | 19,019,000 | 6,261,340 | 19,019,000 | 19,019,000 | 6,261,340 | 19,019,000 | 0 | |||||||||||||||||||||
Shares to be issued related to acquisition of SDP (in shares) | 19,162,000 | 19,162,000 | |||||||||||||||||||||||||||
Shares to be issued related to acquisition of SDP | $ | $ 4,696,005 | $ 14,371,500 | |||||||||||||||||||||||||||
Shares issued related to acquisition (in shares) | (12,757,660) | (143,000) | |||||||||||||||||||||||||||
Two officers and three employees [Member] | |||||||||||||||||||||||||||||
Stockholders Equity Note [Line Items] | |||||||||||||||||||||||||||||
Stock option vesting period | 3 years | ||||||||||||||||||||||||||||
Number of share options granted | 780,000 | ||||||||||||||||||||||||||||
Exercisable period of stock option | 5 years | ||||||||||||||||||||||||||||
Exercise price of stock options | $ / shares | $ 0.47 | ||||||||||||||||||||||||||||
Fair value of per options estimated on date of grant | $ / shares | $ 0.46 | ||||||||||||||||||||||||||||
Expected volatility | 204% | ||||||||||||||||||||||||||||
Expected dividend yield | 0% | ||||||||||||||||||||||||||||
Risk-free interest rate | 3.17% | ||||||||||||||||||||||||||||
Stock price | $ / shares | $ 0.47 | ||||||||||||||||||||||||||||
Expected life | 5 years | ||||||||||||||||||||||||||||
Four employees [Member] | |||||||||||||||||||||||||||||
Stockholders Equity Note [Line Items] | |||||||||||||||||||||||||||||
Stock option vesting period | 3 years | ||||||||||||||||||||||||||||
Number of share options granted | 350,000 | ||||||||||||||||||||||||||||
Exercisable period of stock option | 5 years | ||||||||||||||||||||||||||||
Exercise price of stock options | $ / shares | $ 0.3 | ||||||||||||||||||||||||||||
Fair value of per options estimated on date of grant | $ / shares | $ 0.29 | ||||||||||||||||||||||||||||
Expected volatility | 197% | ||||||||||||||||||||||||||||
Expected dividend yield | 0% | ||||||||||||||||||||||||||||
Risk-free interest rate | 3.14% | ||||||||||||||||||||||||||||
Stock price | $ / shares | $ 0.3 | ||||||||||||||||||||||||||||
Expected life | 5 years | ||||||||||||||||||||||||||||
One director [Member] | |||||||||||||||||||||||||||||
Stockholders Equity Note [Line Items] | |||||||||||||||||||||||||||||
Stock option vesting period | 3 years | ||||||||||||||||||||||||||||
Number of share options granted | 1,000,000 | ||||||||||||||||||||||||||||
Exercisable period of stock option | 5 years | ||||||||||||||||||||||||||||
Exercise price of stock options | $ / shares | $ 0.29 | ||||||||||||||||||||||||||||
Fair value of per options estimated on date of grant | $ / shares | $ 0.28 | ||||||||||||||||||||||||||||
Expected volatility | 197% | ||||||||||||||||||||||||||||
Expected dividend yield | 0% | ||||||||||||||||||||||||||||
Risk-free interest rate | 3.34% | ||||||||||||||||||||||||||||
Stock price | $ / shares | $ 0.29 | ||||||||||||||||||||||||||||
Expected life | 5 years | ||||||||||||||||||||||||||||
One officer [Member] | |||||||||||||||||||||||||||||
Stockholders Equity Note [Line Items] | |||||||||||||||||||||||||||||
Stock option vesting period | 3 years | 3 years | |||||||||||||||||||||||||||
Number of share options granted | 750,000 | 250,000 | |||||||||||||||||||||||||||
Exercisable period of stock option | 5 years | 5 years | |||||||||||||||||||||||||||
Exercise price of stock options | $ / shares | $ 0.29 | $ 0.25 | |||||||||||||||||||||||||||
Fair value of per options estimated on date of grant | $ / shares | $ 0.28 | $ 0.24 | |||||||||||||||||||||||||||
Expected volatility | 197% | 196% | |||||||||||||||||||||||||||
Expected dividend yield | 0% | 0% | |||||||||||||||||||||||||||
Risk-free interest rate | 3.72% | 3.61% | |||||||||||||||||||||||||||
Stock price | $ / shares | $ 0.29 | $ 0.25 | |||||||||||||||||||||||||||
Expected life | 5 years | 5 years | |||||||||||||||||||||||||||
Fifty One Employees [Member] | |||||||||||||||||||||||||||||
Stockholders Equity Note [Line Items] | |||||||||||||||||||||||||||||
Stock option vesting period | 3 years | ||||||||||||||||||||||||||||
Number of share options granted | 1,330,000 | ||||||||||||||||||||||||||||
Exercisable period of stock option | 5 years | ||||||||||||||||||||||||||||
Exercise price of stock options | $ / shares | $ 0.21 | ||||||||||||||||||||||||||||
Fair value of per options estimated on date of grant | $ / shares | $ 0.2 | ||||||||||||||||||||||||||||
Expected volatility | 196% | ||||||||||||||||||||||||||||
Expected dividend yield | 0% | ||||||||||||||||||||||||||||
Risk-free interest rate | 3.94% | ||||||||||||||||||||||||||||
Stock price | $ / shares | $ 0.21 | ||||||||||||||||||||||||||||
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 | 9 Months Ended | ||
Sep. 30, 2023 | Dec. 31, 2022 | Feb. 28, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Exercise price | $ 0.54 | $ 0.81 | $ 0.78 |
Number of options | 7,641,999 | 5,672,938 | 4,277,032 |
Number of vested options | 2,059,359 | ||
Weighted average remaining life (years) | 3 years 10 months 24 days | ||
June 8, 2021 [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Exercise price | $ 0.99 | ||
Number of options | 442,421 | ||
Number of vested options | 442,421 | ||
Weighted average remaining life (years) | 2 years 8 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 | 963,013 | ||
Weighted average remaining life (years) | 2 years 8 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 | 250,000 | ||
Number of vested options | 166,667 | ||
Weighted average remaining life (years) | 2 years 10 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 | 816,120 | ||
Number of vested options | 236,557 | ||
Weighted average remaining life (years) | 3 years 2 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 | 50,000 | ||
Number of vested options | 50,000 | ||
Weighted average remaining life (years) | 3 years 3 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 5 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 | 79,058 | ||
Number of vested options | 79,058 | ||
Weighted average remaining life (years) | 3 years 6 months 14 days | ||
July 18, 2022 [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Exercise price | $ 0.79 | ||
Number of options | 44,880 | ||
Number of vested options | 8,976 | ||
Weighted average remaining life (years) | 3 years 9 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 | 66,667 | ||
Weighted average remaining life (years) | 3 years 11 months 1 day | ||
February 10, 2023 [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Exercise price | $ 0.47 | ||
Number of options | 480,000 | ||
Number of vested options | 0 | ||
Weighted average remaining life (years) | 4 years 4 months 13 days | ||
April 19, 2023 [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Exercise price | $ 0.3 | ||
Number of options | 275,000 | ||
Number of vested options | 0 | ||
Weighted average remaining life (years) | 4 years 6 months 21 days | ||
May 24, 2023 [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Exercise price | $ 0.29 | ||
Number of options | 1,000,000 | ||
Number of vested options | 0 | ||
Weighted average remaining life (years) | 4 years 7 months 24 days | ||
June 13, 2023 [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Exercise price | $ 0.25 | ||
Number of options | 250,000 | ||
Number of vested options | 0 | ||
Weighted average remaining life (years) | 4 years 8 months 15 days | ||
July 24, 2023 [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Exercise price | $ 0.29 | ||
Number of options | 750,000 | ||
Number of vested options | 0 | ||
Weighted average remaining life (years) | 4 years 9 months 25 days | ||
August 16, 2023 [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Exercise price | $ 0.21 | ||
Number of options | 1,330,000 | ||
Number of vested options | 0 | ||
Weighted average remaining life (years) | 4 years 10 months 17 days |
Stockholders' equity - Schedu_2
Stockholders' equity - Schedule of changes to stock options (Details) - $ / shares | 9 Months Ended | 10 Months Ended | ||
Apr. 11, 2023 | Mar. 02, 2023 | Sep. 30, 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) | (147,400) | (28,154) |
Number of options expired and forfeited | (1,968,539) | (101,290) | ||
Number of options issued | 4,085,000 | 1,525,350 | ||
Number of options outstanding at ending of period | 7,641,999 | 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 | (0.42) | (0.34) | ||
Weighted average exercise price, Options issued | 0.15 | 0.12 | ||
Weighted average balance, ending of period | $ 0.54 | $ 0.81 |
Stockholders' equity - Schedu_3
Stockholders' equity - Schedule of outstanding warrants (Details) - Warrant [Member] | 9 Months Ended |
Sep. 30, 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 4 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) | 1 month 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 4 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 4 months 17 days |
Stockholders' equity - Schedu_4
Stockholders' equity - Schedule of summary of warrants (Details) - Warrant [Member] - $ / shares | 9 Months Ended | 10 Months Ended |
Sep. 30, 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 | 9 Months Ended | ||||||
Sep. 30, 2023 CAD ($) | Sep. 30, 2023 USD ($) | Sep. 30, 2022 CAD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2023 CAD ($) | Sep. 30, 2023 USD ($) | Sep. 30, 2022 CAD ($) | Sep. 30, 2022 USD ($) | |
Michael Dalsin [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Amounts of related party | $ 16,614 | $ 12,346 | $ 18,856 | $ 14,699 | $ 28,837 | $ 21,429 | $ 38,095 | $ 29,697 |
Roger Greene [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Amounts of related party | 23,258 | 17,283 | 28,161 | 21,953 | 48,555 | 36,082 | 62,316 | 48,578 |
Andrew Cross [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Value of shares issued | 199,095 | 150,374 | 0 | 199,095 | 150,374 | 0 | ||
Advanced Strategic Associates, LLC [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Amounts of related party | 100,928 | 75,000 | 54,519 | 42,500 | 100,928 | 75,000 | 637,552 | 497,000 |
Advanced Strategic Associates, LLC [Member] | Michael Dalsin [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Amounts of related party | $ 117,542 | $ 87,346 | 73,375 | 57,199 | $ 129,765 | $ 96,429 | 675,647 | 526,697 |
Marquette Partners Inc [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Amounts of related party | 89,839 | 70,034 | ||||||
Marquette Partners Inc [Member] | Roger Greene [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Amounts of related party | 152,155 | 118,612 | ||||||
Hedgehog Financial Corporation [Member] | Andrew Cross [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Amounts of related party | $ 96,039 | $ 74,866 | $ 271,760 | $ 211,849 |
Transaction costs - Schedule of
Transaction costs - Schedule of transaction costs including legal, audit and US regulatory (Details) - CAD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Transaction Costs Including Legal Audit And United States Regulatory [Line Items] | ||||
Consulting and professional fees | $ 37,423 | $ 380,842 | $ 232,168 | $ 1,735,387 |
General expenses | 35,416 | 458,115 | 374,982 | 671,979 |
Transaction costs | $ 72,839 | $ 838,957 | $ 607,151 | $ 2,407,366 |
Cash and cash equivalents (Narr
Cash and cash equivalents (Narrative) (Details) - CAD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Cash and Cash Equivalents [Abstract] | ||
Cash equivalents | $ 0 | $ 0 |
Income taxes (Narrative) (Detai
Income taxes (Narrative) (Details) - CAD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Income Tax Disclosure [Abstract] | ||||
Provision for income taxes | $ 9,561 | $ 69,033 | $ 48,105 | $ 214,750 |
Other income (Narrative) (Detai
Other income (Narrative) (Details) | 9 Months Ended |
Sep. 30, 2023 CAD ($) | |
Other Income, Nonoperating [Abstract] | |
Received refundable tax credits | $ 2,000,323 |
Grant Income - net of consulting fee from ERC Program | 2,000,323 |
ERC Receivable | 1,401,391 |
Amount due for consulting fee | $ 210,209 |
Subsequent events (Narrative) (
Subsequent events (Narrative) (Details) - Subsequent Event [Member] | Nov. 02, 2023 $ / shares shares |
Subsequent Event [Line Items] | |
Shares issued upon conversion of Class A shares | 200,000 |
Class A [Member] | |
Subsequent Event [Line Items] | |
Number of shares issued | 877,610 |
Stock price | $ / shares | $ 0.2 |
Class A shares exchanged for common shares | 200,000 |