Cover
Cover | 12 Months Ended |
Dec. 31, 2023 shares | |
Document Information Line Items | |
Entity Registrant Name | FSD Pharma Inc. |
Entity Central Index Key | 0001771885 |
Document Type | 20-F |
Amendment Flag | false |
Entity Voluntary Filers | No |
Current Fiscal Year End Date | --12-31 |
Entity Well Known Seasoned Issuer | No |
Entity Shell Company | true |
Entity Emerging Growth Company | true |
Entity Current Reporting Status | Yes |
Document Period End Date | Dec. 31, 2023 |
Entity Filer Category | Non-accelerated Filer |
Document Fiscal Period Focus | FY |
Document Fiscal Year Focus | 2023 |
Entity Ex Transition Period | false |
Entity Common Stock Shares Outstanding | 72 |
Document Registration Statement | false |
Document Annual Report | true |
Document Transition Report | false |
Document Shell Company Report | false |
Entity File Number | 001-39152 |
Entity Incorporation State Country Code | Z4 |
Entity Address Address Line 1 | 199 Bay St. |
Entity Address Address Line 2 | Suite 4000 |
Entity Address City Or Town | Toronto |
Entity Address State Or Province | ON |
Entity Address Postal Zip Code | M5L 1A9 |
Entity Address Country | CA |
Security 12b Title | Class B Subordinate Voting Shares, no par value |
Trading Symbol | HUGE |
Security Exchange Name | NASDAQ |
Entity Interactive Data Current | Yes |
Icfr Auditor Attestation Flag | false |
Document Accounting Standard | International Financial Reporting Standards |
Auditor Name | MNP LLP |
Auditor Firm Id | 1930 |
Auditor Location | Mississauga, Canada |
Business Contact [Member] | |
Document Information Line Items | |
Entity Address Address Line 1 | 199 Bay St. |
Entity Address Address Line 2 | Suite 4000 |
Entity Address City Or Town | Toronto |
Entity Address State Or Province | ON |
Entity Address Postal Zip Code | M5L 1A9 |
Entity Address Country | CA |
Contact Personnel Name | Zeeshan Saeed |
City Area Code | 416 |
Local Phone Number | 854-8884 |
Contact Personnel Email Address | zsaeed@fsdpharma.com |
CONSOLIDATED STATEMENTS OF FINA
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
ASSETS | ||
Cash and cash equivalents | $ 2,757,040 | $ 16,980,472 |
Other receivables | 228,764 | 374,377 |
Prepaid expenses and deposits | 155,413 | 472,137 |
Investments | 756,100 | 0 |
Finance receivables, net | 7,187,988 | 0 |
Net investment in lease | 0 | 23,188 |
Total current assets | 11,085,305 | 17,850,174 |
Non-current assets | ||
Equipment, net | 87,583 | 105,729 |
Investments | 6,049 | 827,612 |
Right-of-use asset, net | 32,838 | 155,196 |
Finance receivables, net | 907,366 | 7,431,656 |
Intangible assets, net | 5,355,687 | 12,040,289 |
Total assets | 17,474,828 | 38,410,656 |
Current liabilities | ||
Trade and other payables | 4,195,029 | 7,108,419 |
Lease obligations | 38,650 | 177,870 |
Warrants liability | 31,338 | 243,594 |
Notes payable | 300,549 | 300,549 |
Total current liabilities | 4,565,566 | 7,830,432 |
Non-current liabilities | ||
Lease obligations | 0 | 38,004 |
Total liabilities | 4,565,566 | 7,868,436 |
SHAREHOLDERS' EQUITY | ||
Class A share capital | 137,778,485 | 143,410,560 |
Warrants | 2,723,356 | 2,142,400 |
Contributed surplus | 30,225,741 | 28,500,924 |
Foreign exchange translation reserve | 417,341 | 652,601 |
Accumulated deficit | (157,908,160) | (144,164,265) |
Equity attributable to shareholders of the Company | 13,236,763 | 30,542,220 |
Non-controlling interests | (327,501) | 0 |
Shareholders equity | 12,909,262 | 30,542,220 |
Liabilities and shareholders equity | 17,474,828 | 38,410,656 |
Class A Common Stock Shares Member | ||
SHAREHOLDERS' EQUITY | ||
Class A share capital | 151,622 | 151,588 |
Shareholders equity | 151,622 | 151,588 |
Class B Common Stock Shares Member | ||
SHAREHOLDERS' EQUITY | ||
Class A share capital | 137,626,863 | 143,258,972 |
Shareholders equity | $ 137,626,863 | $ 143,258,972 |
CONSOLIDATED STATEMENTS OF LOSS
CONSOLIDATED STATEMENTS OF LOSS AND COMPREHENSIVE LOSS - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Expenses | |||
General and administrative | $ 9,032,724 | $ 14,450,094 | $ 15,926,103 |
External research and development fees | 3,859,178 | 6,910,844 | 6,328,104 |
Share-based payments | 3,835,475 | 1,531,258 | 7,443,930 |
Depreciation and amortization | 2,506,316 | 4,537,415 | 4,045,523 |
Impairment loss | 4,555,805 | 0 | 0 |
Total operating expenses | 23,789,498 | 27,429,611 | 33,743,660 |
Loss from continuing operations | (23,789,498) | (27,429,611) | (33,743,660) |
Interest income | 786,363 | 367,735 | 1,292 |
Finance expense, net | 299 | 48,822 | 69,404 |
Gain on remeasurement of financial liability | 4,939,015 | 119,453 | 49,792 |
Gain on change in fair value of derivative liability | 212,256 | (521,809) | (682,507) |
Loss on changes in fair value of investments | 378,425 | 234,226 | 858,483 |
Net loss from continuing operations | (18,230,588) | (26,703,662) | (33,937,956) |
Net income (loss) from discontinued operations | 0 | 3,096,834 | (1,347,473) |
Net loss | (18,230,588) | (23,606,828) | (35,285,429) |
Items that may be subsequently reclassified to loss: | |||
Exchange (loss) gain on translation of foreign operations | (235,260) | 412,989 | 31,815 |
Comprehensive loss | (18,465,848) | (23,193,839) | (35,253,614) |
Net loss attributable to: | |||
Equity owners of the Company | (17,902,179) | (23,606,828) | (35,285,429) |
Non-controlling interests | 328,409 | 0 | 0 |
Total Comprehensive loss | $ (18,230,588) | $ (23,606,828) | $ (35,285,429) |
Net (loss) income per share | |||
Basic and diluted - continuing operations | $ (0.46) | $ (0.69) | $ (0.97) |
Basic and diluted - discontinued operations | $ 0 | $ 0.08 | $ (0.04) |
Weighted average number of shares outstanding - basic and diluted | 39,588,663 | 38,732,381 | 34,945,210 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY - USD ($) | Total | Warrant Member | Contributed Surplus Member | Noncontrolling Interest | Foreign Exchange Translation Reserve Member | Retained Earnings (Accumulated Deficit) | Class A Common Stock Shares Member | Class B Common Stock Shares Member |
Balance, shares at Dec. 31, 2020 | 6,749,109 | 0 | 72 | 19,161,620 | ||||
Balance, amount at Dec. 31, 2020 | $ 36,308,583 | $ 4,968,958 | $ 18,792,590 | $ 0 | $ 207,797 | $ (90,868,888) | $ 151,588 | $ 103,056,538 |
Statement [Line Items] | ||||||||
Shares issued, shares | 15,480,462 | |||||||
Shares issued, amount | 38,341,407 | $ 0 | 0 | 0 | 0 | 0 | 0 | $ 38,341,407 |
Share-based payments, shares | 100,000 | 1,462,558 | ||||||
Share-based payments, amount | 7,443,931 | $ 98,513 | 3,594,006 | 0 | 0 | 0 | 0 | $ 3,751,412 |
Share cancellation, shares | (156,278) | |||||||
Share cancellation, amount | 0 | $ 0 | 0 | 0 | 0 | 0 | 0 | $ 0 |
Lucid acquisition, shares | 112,162 | 4,502,392 | ||||||
Lucid acquisition, amount | 7,290,731 | $ 70,563 | 196,436 | 0 | 0 | 0 | 0 | $ 7,023,732 |
Warrants expired, shares | (4,476) | |||||||
Warrants expired, amount | 0 | $ (617) | 617 | 0 | 0 | 0 | 0 | 0 |
Comprehensive loss for the year | (35,253,614) | $ 0 | 0 | 0 | 31,815 | (35,285,429) | $ 0 | $ 0 |
Balance, shares at Dec. 31, 2021 | 6,956,795 | 72 | 40,450,754 | |||||
Balance, amount at Dec. 31, 2021 | 54,131,038 | $ 5,137,417 | 22,583,649 | 0 | 239,612 | (126,154,317) | $ 151,588 | $ 152,173,089 |
Statement [Line Items] | ||||||||
Share-based payments, shares | 158,144 | |||||||
Share-based payments, amount | 1,531,258 | 0 | 1,361,758 | 0 | 0 | 0 | 0 | $ 169,500 |
Share cancellation, shares | (504,888) | |||||||
Share cancellation, amount | 0 | $ 0 | 1,752,090 | 0 | 0 | 0 | 0 | $ (1,752,090) |
Warrants expired, shares | (474,702) | |||||||
Warrants expired, amount | 0 | $ (2,995,017) | 2,995,017 | 0 | 0 | 0 | 0 | 0 |
Comprehensive loss for the year | (23,193,839) | 0 | 0 | 0 | 412,989 | (23,606,828) | 0 | $ 0 |
Share repurchase, shares | (1,999,800) | |||||||
Share repurchase, amount | (1,926,237) | 0 | 0 | 0 | 0 | 5,596,880 | 0 | $ (7,523,117) |
PSUs converted to shares, shares | 400,000 | |||||||
PSUs converted to shares, amount | 0 | $ 0 | (191,590) | 0 | 0 | $ 0 | $ 191,590 | |
Balance, shares at Dec. 31, 2022 | 6,482,093 | 72 | 38,504,210 | |||||
Balance, amount at Dec. 31, 2022 | $ 30,542,220 | $ 2,142,400 | 28,500,924 | 0 | 652,601 | (144,164,265) | $ 151,588 | $ 143,258,972 |
Statement [Line Items] | ||||||||
Share-based payments, shares | 36,086 | 36,086 | ||||||
Share-based payments, amount | $ 2,462,712 | $ 0 | 2,410,010 | 16,702 | 0 | 0 | 0 | $ 36,000 |
Warrants expired, shares | (133,050) | |||||||
Warrants expired, amount | $ (791,807) | 791,807 | 0 | 0 | 0 | 0 | 0 | |
Comprehensive loss for the year | (18,465,848) | 0 | 0 | (328,409) | (235,260) | (17,902,179) | 0 | $ 0 |
Share repurchase, shares | (1,904,700) | |||||||
Share repurchase, amount | (2,957,816) | 0 | 0 | 0 | 0 | 4,207,540 | 0 | $ (7,165,356) |
PSUs converted to shares, shares | 2,720,104 | |||||||
PSUs converted to shares, amount | 0 | (1,464,000) | 0 | 0 | 0 | 0 | $ 1,464,000 | |
Initial recognition of non-controlling interests | (65,050) | 0 | 0 | (24,467) | 0 | (40,583) | 0 | $ 0 |
Plan of arrangement, shares | 23 | |||||||
Plan of arrangement, amount | $ 34 | 0 | 0 | 8,673 | 0 | (8,673) | 34 | $ 0 |
Share options exercised, shares | 21,000 | 21,000 | ||||||
Share options exercised, amount | $ 20,247 | $ 0 | (13,000) | 0 | 0 | 0 | 0 | $ 33,247 |
Warrants issued, shares | 3,975,000 | |||||||
Warrants issued, amount | 1,372,763 | $ 1,372,763 | 0 | 0 | 0 | 0 | $ 0 | $ 0 |
Balance, shares at Dec. 31, 2023 | 10,324,043 | 72 | 39,376,723 | |||||
Balance, amount at Dec. 31, 2023 | $ 12,909,262 | $ 2,723,356 | $ 30,225,741 | $ (327,501) | $ 417,341 | $ (157,908,160) | $ 151,622 | $ 137,626,863 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Operating activities | |||
Net loss from continuing operations | $ (18,230,588) | $ (26,703,662) | $ (33,937,956) |
Add (deduct) items not affecting cash | |||
Depreciation and amortization | 2,506,316 | 4,534,586 | 4,045,523 |
Interest expense | 24,288 | 63,411 | 69,404 |
Share-based payments | 3,835,475 | 1,531,258 | 7,443,930 |
Change in fair value of investments | 378,425 | 234,226 | 858,483 |
Change in fair value of derivative liability | (212,256) | (521,809) | (682,507) |
Unrealized foreign exchange (gain) loss | (383,514) | 934,100 | 0 |
Gain on remeasurement of financial liability | (4,939,015) | (119,453) | (49,792) |
Impairment loss | 4,555,805 | 0 | 0 |
Gain on net investment in lease | 0 | (22,619) | 0 |
Changes in non-cash working capital balances | |||
Finance receivables | (663,698) | (7,431,656) | 0 |
Other receivables | 159,585 | 215,175 | (106,880) |
Prepaid expenses and deposits | 316,724 | 795,930 | (609,153) |
Note receivable | (224,610) | 0 | 0 |
Trade and other payables | 2,049,799 | (699,778) | 3,604,766 |
Cash used in continuing operating activities | (10,827,264) | (27,190,291) | (19,364,182) |
Cash used in discontinued operating activities | 0 | (1,142,982) | (1,382,041) |
Cash used in operating activities | (10,827,264) | (28,333,273) | (20,746,223) |
Investing activities | |||
Cash acquired from acquisition of Lucid Psycheceuticals Inc. | 0 | 0 | 768,964 |
Purchase of investments | (744,500) | (401,612) | 0 |
Purchase of equipment | 0 | (113,958) | 0 |
Additions to intangible assets | 0 | (250,000) | (500,000) |
Net cash upon control of subsidiary | 31,783 | 0 | 0 |
Proceeds from sale of investments | 443,138 | 158,036 | 0 |
Cash (used in) provided by continuing investing activities | (269,579) | (607,534) | 268,964 |
Cash provided by discontinued investing activities | 0 | 12,730,942 | 0 |
Cash (used in) provided by investing activities | $ (269,579) | $ 12,123,408 | $ 268,964 |
Financing activities | |||
Share repurchase | (2,957,816) | (1,926,237) | 0 |
Proceeds from issuance of shares, net | $ 34 | $ 0 | $ 38,341,407 |
Repayment of notes payable | 0 | 0 | (71,759) |
Payment of lease obligation | (189,054) | (143,071) | (57,566) |
Share options exercised | 20,247 | 0 | 0 |
Cash (used in) provided by continuing financing activities | (3,126,589) | (2,069,308) | 38,212,082 |
Cash (used in) provided by financing activities | (3,126,589) | (2,069,308) | 38,212,082 |
Net decrease | (14,223,432) | (18,279,173) | 17,734,823 |
Cash and cash equivalents, beginning of the year | 16,980,472 | 35,259,645 | 17,524,822 |
Cash and cash equivalents, end of the year | $ 2,757,040 | $ 16,980,472 | $ 35,259,645 |
Nature of business
Nature of business | 12 Months Ended |
Dec. 31, 2023 | |
Nature of business | |
Nature of business | 1. Nature of business FSD Pharma Inc. (“FSD” or the “Company”) is a biopharmaceutical company dedicated to building a portfolio of innovative assets and biotech solutions for the treatment of challenging neurodegenerative, inflammatory and metabolic disorders and alcohol misuse disorders with drug candidates in different stages of development. Through its wholly-owned subsidiary, Lucid Psycheceuticals Inc. (“Lucid”), FSD is focused on the research and development of its lead compound, Lucid-MS (formerly Lucid-21-302) (“Lucid-MS”). Lucid-MS is a patented new chemical entity shown to prevent and reverse myelin degradation, the underlying mechanism of multiple sclerosis, in preclinical models. FSD is also focused on the research and development of a treatment for alcohol misuse for application in hospitals and other medical practices. FSD maintains a portfolio of strategic investments through its wholly-owned subsidiary, FSD Strategic Investments Inc., which represent loans secured by residential property. The Company’s registered office is located at 199 Bay Street, Suite 4000, Toronto, Ontario, M5L 1A9. The Company’s shares are listed on the Nasdaq Capital Market and on the Canadian Securities Exchange under the symbol “HUGE”. On July 31, 2023, the Company entered into an exclusive intellectual property license agreement (the “License Agreement”) with Celly Nutrition Corp. (“Celly”). The License Agreement provides Celly access to proprietary information for the purposes of consumer product development and marketing. The License Agreement grants Celly the rights to a proprietary formulation of natural ingredients, vitamins, and minerals to help with liver and brain function for the purposes of potentially quickly relieving from the effects of alcohol consumption, such as inebriation, and restoring normal lifestyle. The License Agreement also grants Celly rights to certain trademarks. In exchange, FSD received 200,000,000 common shares in the capital of Celly following a 2:1 share-split. The Company also received an anti-dilution Warrant Certificate that entitles FSD to purchase up to 25% of the common shares deemed outstanding less the 200,000,000 common shares issued under the License Agreement and from time to time as a result of any partial exercise under the anti-dilution Warrant Certificate. FSD Pharma is also entitled to certain license fees and royalties under the License Agreement. Through the License Agreement, FSD acquired 34.66% of Celly. On July 31, 2023, the Company and Celly entered into a loan agreement for gross proceeds of C$1,000,000. The loan was funded on August 1, 2023, and accrues interest at a rate of 10% per annum. Interest is payable annually and the loan matures on July 31, 2026. In November 2023, through the Plan of Arrangement the Company distributed 45,712,529 of its 200,000,000 shares of Celly to its shareholders. The consolidated financial statements incorporate the assets and liabilities of Celly as of December 31, 2023, and the results of operations and cash flows for the period commencing on July 31, 2023, being the date on which FSD obtained control of Celly (Note 2(e)). Going concern uncertainty The consolidated financial statements (“financial statements”) of the Company for the years ended December 31, 2023, 2022 and 2021, have been prepared on the basis of accounting principles applicable to a going concern, which assumes that the Company will continue in operation for the foreseeable future and will be able to realize its assets and discharge its liabilities and commitments in the normal course of operations. These financial statements do not include any adjustments to the amounts and classification of assets and liabilities that would be necessary should the Company be unable to continue as a going concern. Such adjustments could be material. The Company is in the preliminary stages of its planned operations and has not yet determined whether its processes and business plans are economically viable. The continued operations of the Company and the recoverability of amounts shown for intangible assets are dependent upon the ability of the Company to obtain sufficient financing to complete the research and development program of Lucid-MS. As well as fund the research and development of a treatment for alcohol misuse for application in hospitals and other medical practices. As at December 31, 2023, the Company has an accumulated deficit of $157.9 million, a net loss of $18.2 million and a working capital surplus of $6.5 million. Whether, and when, the Company can attain profitability and positive cash flows from operations is subject to material uncertainty. The application of the going concern assumption is dependent upon the Company’s ability to generate future profitable operations and obtain necessary financing to do so. The Company will need to raise additional capital in order to fund its planned operations and meet its obligations. While the Company has been successful in obtaining financing to date and believes it will be able to obtain sufficient funds in the future and ultimately achieve profitability and positive cash flows from operations, there can be no assurance that the Company will achieve profitability and be able to do so on terms favourable for the Company. The above events and conditions indicate there is a material uncertainty that casts significant doubt about the Company’s ability to continue as a going concern. Subsidiaries The Company has the following subsidiaries: Ownership percentage as at Entity Name Country December 31, 2023 December 31, 2022 December 31, 2021 % % % FSD Biosciences Inc. USA 100.00 100.00 100.00 Prismic Pharmaceuticals Inc. USA 100.00 100.00 100.00 FV Pharma Inc. Canada 100.00 100.00 100.00 Lucid Psycheceuticals Inc. Canada 100.00 100.00 100.00 FSD Strategic Investments Inc. Canada 100.00 100.00 — FSD Pharma Australia Pty Ltd Australia 100.00 100.00 — Celly Nutrition Corp. Canada 26.15 — — |
Basis of presentation
Basis of presentation | 12 Months Ended |
Dec. 31, 2023 | |
Basis of presentation | |
Basis of presentation | 2. Basis of presentation [a] Statement of compliance These financial statements have been prepared by management in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”). The policies set out below have been consistently applied to all periods presented, unless otherwise noted. These financial statements were approved and authorized for issuance by the Board of Directors (the “Board”) of the Company on March 26, 2024. [b] Basis of measurement These financial statements have been prepared on a historical cost basis, except for certain financial instruments which are measured at fair value. Historical costs are generally based upon the fair value of the consideration given in exchange for goods and services received. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, regardless of whether that price is directly observable or estimated using another valuation technique. In estimating the fair value of an asset or a liability, the Company takes into account the characteristics of the asset or liability if market participants would take those characteristics into account when pricing the asset or liability at the measurement date. Fair value for measurement and/or disclosure purposes in these financial statements is determined on such a basis, except for share-based payment transactions that are within the scope of IFRS 2, Share-based Payment IAS 36, Impairment of Assets [c] Basis of presentation The accompanying financial statements include the accounts of FSD and its subsidiaries. The financial statements incorporate the assets and liabilities of the Company and its subsidiaries as at December 31, 2023 and 2022 and the results for the Company and its subsidiaries for the years ended December 31, 2023, 2022 and 2021. Subsidiaries are those entities over which the Company has control. The Company controls an entity when it is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Company. All intra-entity assets and liabilities, revenues, expenses and cash flows relating to transactions between subsidiaries of the Company are eliminated in full on consolidation. Non-controlling interests (“NCI”) represent ownership interests in consolidated subsidiaries by parties that are not shareholders of the Company. They are shown as a component of total equity in the consolidated statements of financial position, and the share of income (loss) attributable to non-controlling interests is shown as a component of net income (loss) in the consolidated statements of loss and comprehensive loss. Changes in the parent company’s ownership that do not result in a loss of control are accounted for as equity transactions. [d] Functional currency and presentation currency The financial statements of each company within the consolidated group are measured using their functional currency, which is the currency of the primary economic environment in which an entity operates. The Company’s functional currency is the United States dollar and the functional currencies of its subsidiaries are as follows: FSD Biosciences Inc. United States Dollar Prismic Pharmaceuticals Inc. United States Dollar FV Pharma Inc. Canadian Dollar Lucid Psycheceuticals Inc. Canadian Dollar FSD Strategic Investments Inc. Canadian Dollar FSD Pharma Australia Pty Ltd Australian Dollar Celly Nutrition Corp. Canadian Dollar [e] Use of estimates and judgments The preparation of these financial statements in conformity with IFRS requires management to make estimates, judgments and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities as at the date of the financial statements and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from these estimates. Estimates are based on management’s best knowledge of current events and actions that the Company may undertake in the future. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods. The following are the critical judgments, apart from those involving estimations, that management has made in the process of applying the Company’s accounting policies and that have the most significant effect on the amounts recognized in the financial statements: [i] Going concern At each reporting period, management assesses the basis of preparation of the financial statements. These financial statements have been prepared on a going concern basis in accordance with IFRS. The going concern basis of presentation assumes that the Company will continue its operations for the foreseeable future and be able to realize its assets and discharge its liabilities and commitments in the normal course of business. [ii] Contingencies From time to time, the Company is named as a party to claims or involved in proceedings, including legal, regulatory and tax related, in the ordinary course of its business. While the outcome of these matters may not be estimable at the reporting date, the Company makes provisions, where possible, for the estimated outcome of such claims or proceedings. Should a loss result from the resolution of any claims or proceedings that differs from these estimates, the difference will be accounted for as a charge to profit or loss in that period. The actual results may vary and may cause significant adjustments. [iii] Intangible assets The Company employs significant estimates to determine the estimated useful lives of intangible assets, considering the nature of the asset, contractual rights, expected use and review of asset useful lives. The Company reviews amortization methods and useful lives annually or when circumstances change and adjusts its amortization methods and assumptions prospectively. The Company reviews intangible assets for impairment annually or when impairment indicators exist. If the recoverable amount of the respective intangible asset is less than its carrying amount, it is considered to be impaired. In the process of measuring the recoverable amount, management makes assumptions about future events and circumstances. The actual results may vary and may cause significant adjustments. [iv] Valuation of share-based payments and warrants Management measures the costs for share-based payments and warrants, including certain warrant liabilities, using market-based option valuation techniques. Assumptions are made and estimates are used in applying the valuation techniques. These include estimating the future volatility of the share price, expected dividend yield, expected term, expected risk-free interest rate and the rate of forfeiture. For performance share units (“PSUs”), management is required to estimate when the vesting conditions will be met. Such estimates and assumptions are inherently uncertain. Changes in these assumptions affect the fair value estimates of share-based payments, warrants and warrant liabilities. [v] Allowance for credit losses Judgment is required as to the timing of establishing an allowance for credit losses and to estimate the amount of expected credit losses taking into consideration counterparty creditworthiness, the fair value of underlying collateral, current and future economic trends, the expected residual value of the underlying assets and past experience. [vi] Valuation of investments The Company holds investments that have do not have quoted prices in active markets. In determining the fair value of investments, management is required to make certain estimates and assumptions regarding the fair value as of the reporting date. Assumptions are made and estimates are used in applying the valuation techniques to determine fair value. These include observable inputs other than quoted prices in active markets. Such investments are classified as Level 2 within the fair value hierarchy. The value at which the Company could ultimately realize upon disposition of these investments may differ from their carrying value and such differences could be material. The financial information of private companies may not always be available, or such information may be insufficient or unreliable for valuation purposes. In determining the fair value of shares held in private company investments, management is required to make certain estimates and assumptions regarding the fair value as of the reporting date. Assumptions are made and estimates are used in applying the valuation techniques to determine fair value. These include the most recently available financial statements of the investee, price for most recently completed financing, as well as closely comparable public companies and general market and economic conditions. Such investments are classified as Level 3 within the fair value hierarchy. The value at which the Company could ultimately realize upon disposition of these investments may differ from their carrying value and such differences could be material. [vii] Functional currency The Company and its subsidiaries are required to determine their functional currencies based on the primary economic environment in which each entity operates. In order to do that, management has to analyze several factors, including which currency mainly influences the cost of undertaking the business activities, in which currency the entity has received financing, and in which currency it keeps its receipts from operating activities. Management uses its judgment to determine which factors are most important when the above indicators are mixed and the functional currency is not obvious. [viii] Disclosure of interests in other entities To assess the investment in Celly, judgment was required to determine if the Company has significant influence or control of Celly. The Company considered the relevant guidance in IFRS 10 – Consolidated Financial Statements, IAS 24 – Related Party Disclosures and IAS – 28 Investments in Associates and Joint Ventures. Judgment is applied in determining when the Company controls an investment even if the Company holds less than a majority of the investee’s voting rights (the existence of de facto control). The Company concluded it has control of Celly even though the Company only holds 26.15% of the voting rights as of December 31, 2023. The Company concluded it has control of Celly as the Company, together with persons or entities considered to be de facto agents of the Company, holds a combined 52.05% of the voting rights of Celly. In addition, key management personnel of the Company hold three of the four board of director positions of Celly. The assessment of control is performed on a continuous basis. The Company determined that it obtained control of Celly on July 31, 2023, and control was maintained at all times from July 31, 2023, through December 31, 2023. Celly is significantly dependent on the Company as a result of the License Agreement and the loan. The NCI component of Celly is included as a separate component in equity (Note 15). |
Material accounting policies
Material accounting policies | 12 Months Ended |
Dec. 31, 2023 | |
Material accounting policies | 3. Material accounting policies [a] Equipment Equipment is measured at cost less accumulated depreciation and impairment losses. The cost of an item of equipment includes expenditures that are directly attributable to the acquisition or construction of the asset. Depreciation is based on the estimated useful lives of the assets provided as follows: Computer equipment 3 years Furniture and fixtures Lease improvements 3 – 10 years Over the term of the lease An item of equipment and any significant part initially recognized are derecognized upon disposal or when no future economic benefits are expected from their use or disposal. Any gain or loss arising on derecognition of the asset (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included in the consolidated statements of loss and comprehensive loss when the asset is derecognized. The assets’ residual values, useful lives and methods of depreciation and the depreciation charge are adjusted prospectively, if appropriate. [b] Intangible Assets Intangible assets are recorded at cost less accumulated amortization and accumulated impairment losses. Amortization is recognized in the consolidated statements of loss and comprehensive loss on a straight-line basis over the useful life, as follows: Intellectual Property 5 – 15 years Expenditures on internally generated intangible assets during the research phase are expensed as incurred. Expenditures on internally generated intangible assets during the development phase, which comprise deferred development costs, are initially capitalized and recognized in the consolidated balance sheet if they meet the recognition criteria. Subsequent to initial recognition, deferred development costs are accounted for at cost less accumulated amortization and are amortized on a straight-line basis over an estimated useful life beginning once the deferred development costs are used in commercial production. [c] Foreign Currency Transactions Foreign currency transactions are translated into functional currencies at exchange rates in effect on the date of the transactions. At the end of each reporting period, monetary assets and liabilities denominated in foreign currencies are translated into functional currencies at the foreign exchange rate applicable at that period-end date. Non-monetary assets and liabilities that are measured in terms of historical cost in a foreign currency are translated using the exchange rate at the date of the transaction. Realized and unrealized exchange gains and losses are recognized in the consolidated statements of loss and comprehensive loss. On consolidation, assets and liabilities of operations with a functional currency other than United States dollar are translated into United States dollar at period end foreign currency rates. Expenses of such operations are translated into the United States dollar at average rates for the period. Foreign currency translation gains and losses are recognized in other comprehensive income. The relevant amount in cumulative foreign currency translation adjustment is reclassified into earnings upon disposition of a foreign operation. [d] Financial Instruments Financial assets and financial liabilities are recognized when the Company becomes a party to the contractual provisions of the instruments. Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair value through profit or loss are recognized immediately in the consolidated statements of loss and comprehensive loss. · Financial assets On initial recognition, a financial asset is classified as measured at amortized cost, fair value through other comprehensive income (‘‘FVOCI’’), or fair value through profit and loss (‘‘FVTPL’’). The classification of financial assets is based on the business model in which a financial asset is managed and its contractual cash flow characteristics. A financial asset is measured at amortized cost if it meets both of the following conditions and is not designated as at FVTPL: · It is held within a business model whose objective is to hold assets to collect contractual cash flows; and · Its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. A financial asset (unless it is a trade receivable without a significant financing component that is initially measured at the transaction price) is initially measured at fair value plus, for an item not at FVTPL, transaction costs that are directly attributable to its acquisition. The following accounting policies apply to the subsequent measurement of financial assets. Financial assets at FVTPL Subsequently measured at fair value. Net gains and losses, including any interest or dividend income, are recognized in the consolidated statements of loss and comprehensive loss. Financial assets at amortized cost Subsequently measured at amortized cost using the effective interest method, less any impairment losses. Interest income, foreign exchange gains and losses and impairment losses are recognized in profit or loss. Any gain or loss on derecognition is recognized in consolidated statements of loss and comprehensive loss. · Financial liabilities The Company initially recognizes financial liabilities at fair value on the date at which the Company becomes a party to the contractual provisions of the instrument. The Company classifies its financial liabilities as either financial liabilities at FVTPL or amortized cost. Subsequent to initial recognition, other liabilities are measured at amortized cost using the effective interest method. Financial liabilities at FVTPL are stated at fair value with changes being recognized in consolidated statements of loss and comprehensive loss. The Company derecognizes a financial liability when its contractual obligations are discharged or cancelled or expire. · Financial liabilities and equity instruments · Classification as debt or equity Debt and equity instruments issued by the Company are classified as either financial liabilities or as equity in accordance with the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument. The Company does not reclassify financial liabilities or equity after initial recognition due to a change in circumstance. · Equity instruments An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities. Equity instruments issued by a group entity are recognized at the proceeds received, net of direct issue costs. Repurchase of the Company’s own equity instruments is recognized and deducted directly in equity. No gain or loss is recognized in the consolidated statements of loss and comprehensive loss on the purchase, sale, issue or cancellation of the Company’s own equity instruments. · Classification of financial instruments The Company classifies its financial assets and liabilities depending on the purpose for which the financial instruments were acquired, their characteristics and management intent as outlined below: Cash and cash equivalent Amortized cost Other receivables Amortized cost Investments Fair value through profit or loss Finance receivables Amortized cost Trade and other payables Amortized cost Warrants liability Fair value through profit or loss Notes payable Amortized cost · Impairment of financial assets · Other receivables An expected credit loss (“ECL”) model applies to financial assets measured at amortized cost. The Company’s financial assets measured at amortized cost and subject to the ECL model consist primarily of finance and other receivables. The Company applies the simplified approach to impairment for finance and other receivables by recognizing a loss allowance based on lifetime expected losses at each reporting date taking into considerations historical credit loss experience and financial factors specific to the debtors and general economic conditions. The Company has assessed the impairment of its finance and other receivables using the expected credit loss model. · Finance receivables Finance receivables are a financial asset initially recognized at fair value and are subsequently carried at amortized cost using the effective interest method. The Company’s business model is to hold these receivables to collect contractual cash flows that represent solely payments of principal and interest. Finance receivables are assessed for impairment at the end of each reporting period in accordance with IFRS 9 as outlined below. The ECL model is based on the credit losses expected to arise over the life of the assets, unless there has been no significant increase in credit risk since origination, in which case the allowance is based on the 12 months’ expected credit loss. The ECL model uses a three-stage impairment approach based on changes in the credit risk of the finance receivable since initial recognition. The three stages are as follows: Stage 1– Finance receivables that have not experienced a significant increase in credit risk since initial recognition. Stage 2– Finance receivables that have experienced a significant increase in credit risk since initial recognition. Stage 3 – Finance receivables for which there is objective evidence of impairment. The Company considers a number of factors when assessing if there has been a significant increase in credit risk, including the number of days past due, changes in the financial condition of the borrower, responsiveness of the borrower and other borrower specific information that may be available, without consideration of collateral. In determining its estimation of the ECL allowances, the Company also considers past events, current market conditions including interest rates, real estate market statistics, and supportable forward-looking information, including macro-economic factors, such as housing price and interest rate forecasts. The ECL model requires the recognition of credit losses equal to 12-month ECLs for Stage 1 and recognition of lifetime expected credit losses for Stage 2 and 3. The 12-month ECLS are lifetime ECLS that are expected to occur within 12 months after the reporting date. The lifetime ECLs represent the expected loss in value due to possible default events over the life of a mortgage receivable weighted by the likelihood of a loss. Three factors are primarily used to measure ECLs: probability of default (PD), loss given default (LGD) and exposure at default (EAD). [e] Impairment of long-lived assets Long-lived assets, including equipment and intangible assets are tested for impairment at each reporting date when there are indicators of impairment or whenever events or changes in circumstances indicate that the carrying amount of an asset exceeds its recoverable amount. Intangible assets with an indefinite useful life are tested for impairment at least annually in the fourth quarter and whenever there is an indication that the asset may be impaired. The Company has no indefinite life intangible assets. For the purpose of impairment testing, assets that cannot be tested individually are grouped together into the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or groups of assets (the cash-generating unit, or “CGU”). The recoverable amount of an asset or a CGU is the higher of its fair value less costs to sell and its value in use. If the carrying amount of an asset exceeds its recoverable amount, an impairment charge is recognized immediately in net loss equal to the amount by which the carrying amount exceeds the recoverable amount. Where an impairment loss subsequently reverses, the carrying amount of the asset is increased to the lesser of the revised estimate of the recoverable amount, and the carrying amount that would have been recorded had no impairment loss been recognized previously. [f] Income Taxes Income tax expense comprises current and deferred tax. Current tax and deferred tax are recognized in net profit or loss except to the extent that it relates to a business combination or items recognized directly in equity or in other comprehensive loss. Current income taxes are recognized for the estimated income taxes payable or receivable on taxable income or loss for the current year and any adjustment to income taxes payable in respect of previous years. Current income taxes are determined using tax rates and tax laws that have been enacted or substantively enacted by the year-end date. Deferred tax assets and liabilities are recognized where the carrying amount of an asset or liability differs from its tax base, except for taxable temporary differences arising on the initial recognition of goodwill and temporary differences arising on the initial recognition of an asset or liability in a transaction which is not a business combination and at the time of the transaction affects neither accounting nor taxable profit or loss. Recognition of deferred tax assets for unused tax losses, tax credits and deductible temporary differences is restricted to those instances where it is probable that future taxable profit will be available against which the deferred tax asset can be utilized. At the end of each reporting period, the Company reassesses unrecognized deferred tax assets. The Company recognizes a previously unrecognized deferred tax asset to the extent that it has become probable that future taxable profit will allow the deferred tax asset to be recovered. [g] Share-based Compensation Share options and warrants awarded to non-employees are accounted for using the fair value of the instrument awarded or service provided, whichever is considered more reliable. Share options, PSUs and warrants awarded to employees are accounted for using the fair value method. The fair value of the share options, PSUs and warrants granted are recognized as an expense on a proportionate basis consistent with the vesting features of each tranche of the grant. The fair value of share options and warrants are calculated using the Black-Scholes option pricing model with assumptions applicable at the date of grant. The fair value of PSUs is calculated using market share prices at the date of grant. [h] Net Loss per Share Net loss per share is calculated based on the loss for the financial year and the weighted average number of common shares outstanding during the year. Diluted net loss per share is calculated using the loss for the financial year adjusted for the effect of any dilutive instruments and the weighted average diluted number of shares (ignoring any potential issue of common shares that would be anti-dilutive) during the year. [i] External research and development External research and development costs are expensed in the periods in which they are incurred, with the exception of development costs for new products with proven technical feasibility and for which a defined future market exists. Such development costs are capitalized in accordance with the Company’s policy for intangible assets. The Company’s external research and development costs relate primarily to third-party contract research organizations. [j] Discontinued operations Discontinued operations are reported when a component of the Company, representing a separate major line of business or area of operations with clearly distinguishable cash flows, has been disposed of or is held for sale. Classification as a discontinued operation occurs upon disposal or when the operation meets the criteria to be classified as held for sale, if earlier. Discontinued operations are reported as a separate element of net income or loss on the consolidated statements of loss and comprehensive loss for both the current and comparative periods. When a disposal group is classified as held for sale, assets and liabilities are aggregated and presented as separate line items, respectively, on the consolidated statements of financial position. Comparative periods are not restated on the consolidated statements of financial position. Assets held for sale are not depreciated and are measured at the lower of carrying value and fair value less costs to sell. New standards, amendments and interpretations recently adopted by the Company IAS 1, Presentation of financial statements (“IAS 1”) In January 2020, the IASB issued Classification of Liabilities as Current or Non-current (Amendments to IAS 1). The amendments aim to promote consistency in applying the requirements by helping companies determine whether, in the consolidated statements of financial position, debt and other liabilities with an uncertain settlement date should be classified as current (due or potentially due to be settled within one year) or non-current. The amendments include clarifying the classification requirements for debt a company might settle by converting it into equity. The amendments are effective for annual reporting periods beginning on or after January 1, 2024, with earlier application permitted. The Company early adopted these amendments effective January 1, 2023. The impact of adopting these amendments on the Company’s financial statements was not material. IAS 8, Accounting Policies, Changes in Accounting Estimates and Errors (“IAS 8”) In February 2021, the IASB issued Definition of Accounting Estimates, which amends IAS 8. The amendment clarifies how to distinguish changes in accounting policies from changes in accounting estimates. Under the new definition, accounting estimates are “monetary amounts in financial statements that are subject to measurement uncertainty”. The amendment provides clarification to help entities to distinguish between accounting policies and accounting estimates. The amendments are effective for annual periods beginning on or after January 1, 2023. The impact of adopting these amendments on the Company’s financial statements was not material. IAS 12, Income Taxes (“IAS 12”) In May 2021, the IASB issued Deferred Tax related to Assets and Liabilities arising from a single transaction (Amendments to IAS 12). The amendment narrows the scope of the initial recognition exemption so that it does not apply to transactions that give rise to equal taxable and deductible temporary differences. As a result, companies will need to recognize a deferred tax asset and deferred tax liability for temporary differences arising on initial recognition of transactions such as leases and decommissioning obligations. The amendments are effective for annual reporting periods beginning on or after January 1, 2023 and are to be applied retrospectively. The impact of adopting these amendments on the Company’s financial statements was not material. New standards, amendments and interpretations not yet adopted by the Company IFRS 16 – Leases (“IFRS 16”) In September 2022, the IASB issued amendments to IFRS 16, Leases, which add to requirements explaining how a company accounts for a sale and leaseback after the date of the transaction. The amendments are effective for annual reporting periods beginning on or after January 1, 2024. Earlier application is permitted. All other IFRSs and amendments issued but not yet effective have been assessed by the Company and are not expected to have a material impact on the financial statements. |
Acquisition of Lucid
Acquisition of Lucid | 12 Months Ended |
Dec. 31, 2023 | |
Acquisition of Lucid | |
Acquisition of Lucid | 4. Acquisition of Lucid On September 21, 2021, the Company acquired all of the issued and outstanding common shares of Lucid, an early-stage Canadian-based specialty pharmaceutical company focused on the development of therapies to treat critical neurodegenerative diseases, for total consideration of $7,290,731. The acquisition is part of the Company’s strategy of building a portfolio of biotech assets. Prior to the acquisition, the Company’s Executive Co-Chairman of the Board beneficially held approximately 4.5% ownership interest in Lucid through an entity related to this individual. It was determined that the acquisition of Lucid did not qualify as a business combination in accordance with IFRS 3, and therefore it was accounted for as an asset acquisition. The individual identifiable assets acquired and liabilities assumed were identified. The purchase consideration was first allocated to the fair values of the acquired cash and cash equivalents, other receivables, prepaid expenses and deposits and trade and other payables, as their carrying values were determined to equal their fair values. The remaining purchase price was allocated to the acquired intangible assets. The total consideration for the purchase of Lucid was $7,290,731. The purchase consideration consisted of $7,023,732 of Class B shares, $196,436 of share options and $70,563 of warrants. 304,880 Class B shares and all of the warrants were issued to an entity related to the interim CEO and Executive Co-Chairman of the Board. The fair value of the Class B shares was determined based on a total of 4,502,392 shares issued and a fair value of $1.56 per share, which reflects the share price on the date of acquisition. The fair value of the 161,091 share options and 112,162 warrants issued as part of the consideration were determined using the Black-Scholes options pricing model with the following assumptions: Warrants Share Options Grant date share price $ 1.56 $ 1.56 Exercise Price $ 0.96 - $1.93 $ 1.35 - $2.31 Expected dividend yield — — Risk free interest rate 0.43 % 0.43% - 0.79% Expected life (years) 1.19 - 1.28 2.23 - 4.28 Annualized volatility 88 % 124 % The allocation of the total consideration to the fair value of the identifiable assets acquired and liabilities assumed as at the date of the acquisition was as follows: Fair value recognized on acquisition $ Cash and cash equivalents 768,964 Other receivables 271,564 Prepaid expenses and deposits 167,776 Intangible assets 6,186,251 Trade and other payables (103,824 ) 7,290,731 The Company also capitalized $128,320 of acquisition related costs to the acquired intellectual property (Note 10). |
Discontinued operations
Discontinued operations | 12 Months Ended |
Dec. 31, 2023 | |
Discontinued operations | 5. Discontinued operations In March 2020, the Company decided to focus its efforts and resources on the pharmaceutical business and initiated the process to exit the medical cannabis industry and sell FV Pharma’s facility located at 520 William Street, Cobourg, Ontario, K9A 3A5 (the “Facility”) and the 64-acre property on which the Facility is located (the “Facility Property”). On May 6, 2022, the Company closed the sale of the Facility and the Facility Property for total consideration of $12,730,942 (C$16,400,000). The Company recognized a gain of $4,249,582 on the sale of the Facility and the Facility Property and incurred selling expenses of $616,002 for the year ended December 31, 2022. Results of operations related to the Disposal Group are reported as discontinued operations for the years ended December 31, 2022 and 2021. Net income (loss) from discontinued operations for the years ended December 31, 2022 and 2021 is comprised of the following: For the years ended December 31, Notes 2022 $ 2021 $ Expenses General and administrative 17 1,185,600 1,412,392 Total operating expenses 1,185,600 1,412,392 Loss from discontinued operations (1,185,600 ) (1,412,392 ) Other income (32,852 ) (64,919 ) Gain on sale of property and plant (4,249,582 ) — Net income (loss) from discontinued operations 3,096,834 (1,347,473 ) Cash flows from discontinued operations for the year ended December 31, 2022 and 2021 is comprised of the following: For the years ended December 31, 2022 2021 $ $ Operating activities Net income (loss) from discontinued operations 3,096,834 (1,347,473 ) Add (deduct) items not affecting cash Changes in non-cash working capital balances Gain on sale of property and plant (4,249,582 ) — Other receivables (88,588 ) 38,822 Prepaid expenses and deposits 98,354 (20,091 ) Trade and other payables — (53,299 ) Cash used in operating activities (1,142,982 ) (1,382,041 ) Proceeds from sale of property and plant, net 12,730,942 — Cash provided by investing activities 12,730,942 — There were no discontinued operations for the year ended December 31, 2023. |
Other receivables
Other receivables | 12 Months Ended |
Dec. 31, 2023 | |
Other receivables | |
Other receivables | 6. Other receivables The Company’s other receivables are comprised of the following: December 31, 2023 December 31, 2022 $ $ Sales tax recoverable 209,550 279,333 Interest receivable 15,511 95,044 Other receivables 3,703 — 228,764 374,377 |
Prepaid expenses and deposits
Prepaid expenses and deposits | 12 Months Ended |
Dec. 31, 2023 | |
Prepaid expenses and deposits | 7. Prepaid expenses and deposits The Company’s prepaid expenses and deposits include the following: December 31, 2023 December 31, 2022 $ $ Research and development 30,705 308,502 Insurance 60,999 95,697 Other prepaids and deposits 63,709 67,938 155,413 472,137 |
Finance receivables
Finance receivables | 12 Months Ended |
Dec. 31, 2023 | |
Finance receivables | |
Finance receivables | 8. Finance receivables Finance receivables consist of secured loan receivables measured at amortized cost, net of allowance for expected credit losses. Finance receivables as at December 31, 2023 are as follows: $ Balance – January 1, 2022 — Additions 7,805,825 Add: Interest income 183,037 Less: Interest payments (149,906 ) Less: Principal payments (203,077 ) Effects of foreign exchange (204,223 ) Balance – December 31, 2022 7,431,656 Additions 1,021,489 Add: Interest income 568,919 Less: Interest payments (597,986 ) Less: Principal payments (526,107 ) Effects of foreign exchange 197,383 Balance – December 31, 2023 8,095,354 Current 7,187,988 Non-current 907,366 Balance – December 31, 2023 8,095,354 Allowances for expected credit losses as at December 31, 2023, were $nil. Finance receivables earn fees at fixed rates and have an average term to maturity of two years from the date of issuance. The loans are secured by residential property with a first or second collateral mortgage on the secured property, except for the loan issued to a related party (Note 21). Loans are issued up to 55% of the initial appraised value of the secured property at the time of issuance. Finance receivables include the following: December 31, 2023 $ Minimum payments receivable 8,527,569 Unearned income (432,215 ) Net investment 8,095,354 Allowance for credit losses — Finance receivables, net 8,095,354 As at December 31, 2023, all loans were classified as stage 1 and there were no changes between stages during the year. |
Investments
Investments | 12 Months Ended |
Dec. 31, 2023 | |
Investments | |
Investments | 9. Investments The following tables outline changes in investments during the periods: Entity Instrument Note Balance at December 31, 2022 Proceeds from sale Additions Change in fair value through profit or loss Effects of foreign exchange Balance at December 31, 2023 $ $ $ $ $ $ Solarvest BioEnergy Inc. Shares (i) 221,490 — — (221,490 ) — Solarvest BioEnergy Inc. Convertible debenture (i) 177,192 — — (177,192 ) — — A2ZCryptoCap Inc. Shares (ii) 10,632 — — (4,583 ) — 6,049 Lions Bay Fund Shares (iii) 418,298 443,138 — 24,840 — — Royal Bank of Canada Guaranteed Investment Certificate (iv) — — 744,500 — 11,600 756,100 827,612 443,138 744,500 (378,425 ) 11,600 762,149 Current 756,100 Non-Current 6,049 762,149 Entity Instrument Note Balance at December 31, 2021 Proceeds from sale Additions Change in fair value through profit or loss Balance at December 31, 2022 $ $ $ $ $ True Pharma Strip Inc. Shares 197 197 — — — HUGE Shops Shares 157,760 157,760 — — — SciCann Therapeutics Shares 79 79 — — — Solarvest BioEnergy Inc. Shares (i) 366,792 — — (145,302 ) 221,490 Solarvest BioEnergy Inc. Convertible debenture (i) 293,434 — — (116,242 ) 177,192 A2ZCryptoCap Inc. Shares (ii) — — 6,162 4,470 10,632 Lions Bay Fund Shares (iii) — — 395450 22,848 418,298 818,262 158,036 401,612 (234,226 ) 827,612 Current — Non-Current 827,612 827,612 (i) Solarvest BioEnergy Inc. (“Solarvest”) The Company holds 3,000,000 common shares of Solarvest and a convertible debenture with a principal amount of C$2,400,000 maturing on May 31, 2024. The convertible debenture can be converted into common shares of Solarvest at a price of $1.00 per share. As at December 31, 2023, the fair value of the shares was determined to be $nil given the halt in trading of Solarvest’s shares as a result of the entity failing to maintain a transfer agent and due to the significant financial and operational challenges being faced by the entity. The fair value of the convertible debenture was determined to be $nil as well. The shares have been classified as level 1 within the fair value hierarchy – quoted market price, and the convertible debenture has been classified as level 2 – valuation technique with observable market inputs. As at December 31, 2022, the fair value of the shares was determined based on the quoted market price of the shares of C$0.10 per share. The fair value of the convertible debenture is calculated as the fair value of the shares if the debenture were converted at the Solarvest share price of C$0.10 as at December 31, 2022. The shares have been classified as level 1 within the fair value hierarchy – quoted market price, and the convertible debenture has been classified as level 2 – valuation technique with observable market inputs. (ii) A2ZCryptoCap Inc. (“A2Z”) On June 23, 2022, the Company acquired 80,000 shares of A2Z for C$0.10 per share. As at December 31, 2023, the fair value of the shares was determined based on the quoted market price of the shares of C$0.10 per share (December 31, 2022 – C$0.18). The shares have been classified as level 1 within the fair value hierarchy – quoted market price. (iii) Lions Bay Fund (“Fund”) During the year ended December 31, 2022, the Company invested $395,450 into the Fund. The investment was sold for proceeds of $443,138. The Company recognized a gain of $24,840 on the sale of the Fund during the year ended December 31, 2023. (iv) On August 9, 2023, the Company purchased a Guaranteed Investment Certificate (“GIC”) in the amount of $744,500 from Royal Bank of Canada (“RBC”) with a maturity date of August 9, 2024. The GIC pays variable interest based on RBC’s Prime Interest Rate minus 2.00%. The GIC has been classified as level 2 – valuation technique with observable market inputs. |
Intangible assets
Intangible assets | 12 Months Ended |
Dec. 31, 2023 | |
Intangible assets | |
Intangible assets | 10. Intangible assets Intangible assets as at December 31, 2023 are as follows: Innovet Prismic Lucid Total Cost $ $ $ $ As at December 31, 2021 500,000 19,201,493 6,314,571 26,016,064 Additions 250,000 — — 250,000 As at December 31, 2022 750,000 19,201,493 6,314,571 26,266,064 Impairment (750,000 ) (19,201,493 ) — (19,951,493 ) As at December 31, 2023 — — 6,314,571 6,314,571 Accumulated amortization As at December 31, 2021 79,409 9,617,361 117,555 9,814,325 Amortization 150,524 3,840,261 420,665 4,411,450 As at December 31, 2022 229,933 13,457,622 538,220 14,225,775 Amortization 39,971 1,904,348 420,664 2,364,983 Impairment (269,904 ) (15,361,970 ) — (15,631,874 ) As at December 31, 2023 — — 958,884 958,884 Net book value As at December 31, 2022 520,067 5,743,871 5,776,351 12,040,289 As at December 31, 2023 — — 5,355,687 5,355,687 During the year ended December 31, 2023, the Company recognized an impairment loss of $480,096 in the statements of loss and comprehensive loss related to the Innovet License Agreement as the Company made a strategic decision to no longer pursue the development of ultra-micro PEA for veterinary purposes. During the year ended December 31, 2023, the Company recognized an impairment loss of $3,839,523 in the statements of loss and comprehensive loss related to licensed compound ultra-micro PEA (“FSD-201”) acquired through the acquisition of Prismic as the Company made a strategic decision to no longer pursue the development of FSD-201. The Company’s intangible asset for Lucid represents the license agreement with the University Health Network giving the Company world-wide exclusive rights to the Lucid-MS compound and related patents. |
Trade and other payables
Trade and other payables | 12 Months Ended |
Dec. 31, 2023 | |
Trade and other payables | |
Trade and other payables | 11. Trade and other payables Trade and other payables consist of the following: December 31, 2023 December 31, 2022 $ $ Trade payables 3,240,658 2,760,002 Accrued liabilities (i) 954,371 4,348,417 4,195,029 7,108,419 (i) Accrued liabilities consist of the following: December 31, 2023 December 31, 2022 $ $ External research and development fees — 3,531,996 Operational expenses 71,953 92,783 Professional and other fees 473,225 314,445 Accrued interest 409,193 409,193 954,371 4,348,417 |
Warrants Liability
Warrants Liability | 12 Months Ended |
Dec. 31, 2023 | |
Warrants Liability | 12. Warrants Liability In August 2020, the Company issued 2,762,430 Class B shares and 1,381,215 warrants to purchase Class B shares for total cash proceeds of $9,999,997. Each warrant is exercisable to purchase one Class B share of the Company at an exercise price of $4.26 per share and expire five years from the date of issuance. The fair value of these warrants is classified as Level 2 in the fair value hierarchy. On initial recognition the Company determined that these warrants did not meet the IFRS definition of equity due to the exercise price being denominated in United States dollar, which was not the functional currency of the Company at the time resulting in variability in exercise price. The change in functional currency on October 1, 2020, was determined to be a change in circumstance and, as such, the Company has made an accounting policy choice to continue to recognize the warrants as a financial liability classified at fair value through profit or loss. The fair value of the warrants liability as at December 31, 2023, was $31,338 (December 31, 2022 – $243,594) resulting in a gain on change in fair value of $212,256 for the year ended December 31, 2023 (December 31, 2022 – $521,809). The fair value was determined using the Black-Scholes option pricing model and the following assumptions: December 31, 2023 December 31, 2022 Share price $ 0.92 $ 0.79 Exercise price $ 4.26 $ 4.26 Expected dividend yield — — Risk free interest rate 3.91 % 4.07 % Expected life 1.60 2.60 Expected volatility 66 % 96 % |
Share capital
Share capital | 12 Months Ended |
Dec. 31, 2023 | |
Share capital | |
Share capital | 13. Share capital [a] Authorized The Company is authorized to issue an unlimited number of Class A multiple voting shares (“Class A shares”) and an unlimited number of Class B subordinate voting shares (“Class B shares”), all without par value. All shares are ranked equally with regard to the Company’s residual assets. The holders of Class A shares are entitled to 276,660 votes per Class A share held. Class A shares are held by the Chief Executive Officer (“CEO”), President, Executive Co-Chairman of the Board and the Director and Executive Co-Chairman of the Board. The holders of Class B shares are entitled to one (1) vote per share held. [b] Issued and outstanding Reconciliation of the Company’s share capital is as follows: Class A shares Class B shares Warrants # $ # $ # $ Balance, December 31, 2020 72 151,588 19,161,620 103,056,538 6,749,109 4,968,958 Shares issued [a] — — 15,480,462 38,341,407 — — Share-based payments [b] — — 1,462,558 3,751,412 100,000 98,513 Share cancellation [b] — — (156,278 ) — — — Lucid acquisition [c] — — 4,502,392 7,023,732 112,162 70,563 Warrants expired — — — — (4,476 ) (617 ) Balance, December 31, 2021 72 151,588 40,450,754 152,173,089 6,956,795 5,137,417 Share repurchase [d] — — (1,999,800 ) (7,523,117 ) — — Share-based payments [e] — — 158,144 169,500 — — Share cancellation [f] — — (504,888 ) (1,752,090 ) — — PSU converted to shares — — 400,000 191,590 — — Warrants expired — — — — (474,702 ) (2,995,017 ) Balance, December 31, 2022 72 151,588 38,504,210 143,258,972 6,482,093 2,142,400 Plan of arrangement [k] — 34 23 — — — Share repurchase [g] — — (1,904,700 ) (7,165,356 ) — — Share-based payments [j] — — 36,086 36,000 — — Share options exercised [i] — — 21,000 33,247 — — PSU converted to shares — — 2,720,104 1,464,000 — — Warrants issued [h] — — — — 3,975,000 1,372,763 Warrants expired — — — — (133,050 ) (791,807 ) Balance, December 31, 2023 72 151,622 39,376,723 137,626,863 10,324,043 2,723,356 Activity during the period from December 31, 2020 to December 31, 2021: [a] During the year ended December 31, 2021, the Company issued 15,480,462 Class B shares through the Equity Distribution Agreements with A.G.P/Alliance Global Partners for gross proceeds of $39,765,474. The Company incurred transaction fees of $1,424,067. [b] On February 17, 2021, the Company issued 1,349,764 Class B shares to certain officers and members of the Board as share-based compensation with a fair value of $3,576,875 based on a share-price of $2.65 on the day of issuance. On July 26, 2021, the Company issued 100,000 warrants to a related party with a fair value of $98,513. Each warrant is exercisable to purchase one Class B share of the Company. The fair value was determined using the Black-Scholes option pricing model and the following assumptions: exercise price of $1.99, underlying share price of $1.63, risk-free interest rate of 0.46% and annualized volatility of 129%. During the year ended December 31, 2021, the Company issued 112,794 Class B shares for services received during the period with a fair value of $174,537. The Company determined the fair value of the services received could not be measured reliably and determined fair value based on the underlying share price on the date of issuance. [c] On September 21, 2021, the Company issued 4,502,392 Class B shares and 112,162 warrants as part of the Lucid acquisition (Note 4). Activity during the period from December 31, 2021 to December 31, 2022: [d] During the year ended December 31, 2022, the Company repurchased and cancelled 1,999,800 Class B Common Shares at prevailing market prices as part of its share repurchase program. [e] During the year ended December 31, 2022, the Company issued 107,144 Class B shares for services received during the period with a fair value of $120,000. The fair value was based on services received. During the year ended December 31, 2022, the Company issued 51,000 Class B shares for services received during the period with a fair value of $49,500. The Company determined the fair value of the services received could not be measured reliably and determined fair value based on the underlying share price on the date of issuance. [f] On March 29, 2022, the Company cancelled 504,888 Class B shares previously held by the former CEO following a court decision with respect to the shares issued in February 2021. Activity during the period from December 31, 2022 to December 31, 2023: [g] During the year ended December 31, 2023, the Company repurchased and canceled 1,904,700 Class B Common Shares at prevailing market prices as part of its share repurchase program. [h] During the year ended December 31, 2023, the Company issued 3,975,000 warrants for consulting services with a fair value of $1,384,970. The Company recognized $1,372,763 as expense during the year ended December 31, 2023, with the remaining $12,206 to be recognized over the vesting period of certain warrants. The Company determined the fair value of the services received could not be measured reliably and determined the fair value using the Black-Scholes model. [i] During the year ended December 31, 2023, the Company issued 21,000 Class B shares upon the exercise of 21,000 share options with an exercise price of C$1.30. [j] During the year ended December 31, 2023, the Company issued 36,086 Class B shares for services received during the period with a fair value of $36,000. [k] In November 2023, the Company completed the Plan of Arrangement reorganization. The Company cancelled all 72 Class A Shares of the Company and reissued 24 new Class B shares and 48 new Class A Shares. The Company cancelled all 39,376,699 Class B shares outstanding and reissued 39,376,698 new Class B shares. There was 1 previously issued Class B share that was removed due to an administrative adjustment. The Company also cancelled and reissued 6,335,758 FSD Pharma New Distribution Warrants. Each holder of the Company’s Class A shares, Class B shares and the FSD Pharma New Distribution Warrants was distributed a share of Celly from the Company for each Class A share, Class B share and New Distribution Warrant held. As a result, the Company issued 45,712,529 shares of Celly which was recognized as a deemed dividend of $8,673 with a corresponding adjustment to NCI. The Company issued 24 Class A shares through a private placement for total proceeds of $34. 12 Class A shares were issued to the CEO, President, and Co-Chairman of the Board and 12 Class A Share were issued to the Director and Co-Chairman of the Board. The changes in the number of warrants outstanding during the year ended December 31, 2023, 2022 and 2021 were as follows: Number of warrants Weighted average exercise price # C$ Outstanding as at December 31, 2020 6,749,109 5.62 Issued 212,162 1.93 Expired (4,476 ) 5.43 Outstanding as at December 31, 2021 6,956,795 5.50 Expired (474,702 ) 8.54 Outstanding as at December 31, 2022 6,482,093 5.48 Issued 3,975,000 4.55 Expired (133,050 ) 4.01 Outstanding as at December 31, 2023 10,324,043 5.05 Measurement of fair values The fair value of the warrants issued during the year ended December 31, 2023 and 2021, were estimated at the date of grant using the Black-Scholes option pricing model with the following inputs: 2023 2021 Grant date share price C$1.44 - C$2.29 C$2.00 - C$2.04 Exercise price C$1.50 - C$10.82 C$1.53 - C$2.50 Expected dividend yield — — Risk free interest rate 3.08% - 4.26% 0.43% - 0.46% Expected life 0.75 - 5 years 1.19 - 2 years Expected volatility 64% - 109% 88% - 129% There were no warrants granted during the year ended December 31, 2022. The following table is a summary of the Company’s warrants outstanding as at December 31, 2023: Exercise price Number outstanding Expiry Date C$ # March 14, 2024 (i) 2.45 200,000 March 14, 2024 (i) 5.63 100,000 March 14, 2024 (i) 10.58 200,000 March 30, 2024 (i) 1.98 300,000 March 30, 2024 (i) 3.97 250,000 March 30, 2024 (i) 5.95 250,000 May 24, 2024 (i) 1.98 50,000 February 27, 2025 (i) 2.31 400,000 February 27, 2025 (i) 5.29 400,000 February 27, 2025 (i) 10.58 200,000 March 15, 2025 1.50 37,500 March 15, 2025 3.00 37,500 March 23, 2025 1.50 50,000 March 24, 2025 (i) 2.31 400,000 March 24, 2025 (i) 5.29 400,000 March 24, 2025 (i) 10.58 200,000 May 4, 2025 26.73 3,730 May 10, 2025 26.73 1,865 May 17, 2025 26.73 3,730 May 31, 2025 26.73 1,865 June 8, 2025 9.65 1,500,000 August 6, 2025 (i) 5.63 1,381,215 October 20, 2025 (i) 3.44 3,454,543 January 16, 2026 26.73 1,722 January 20, 2026 26.73 373 May 15, 2028 1.50 500,000 5.05 10,324,043 (i) Warrants were issued in US$ The following table is a summary of the Company’s warrants outstanding as at December 31, 2022: Exercise price Number outstanding Expiry Date C$ # May 20, 2023 16.08 7,311 June 23, 2023 2.50 100,000 July 24, 2023 13.07 3,357 September 11, 2023 5.43 22,382 May 4, 2025 26.73 3,730 May 10, 2025 26.73 1,865 May 17, 2025 26.73 3,730 May 31, 2025 26.73 1,865 June 8, 2025 9.65 1,500,000 August 6, 2025 (i) 5.77 1,381,215 October 20, 2025 (i) 3.52 3,454,543 January 16, 2026 26.73 1,722 January 20, 2026 26.73 373 5.48 6,482,093 (i) Warrants were issued in US$ The following table is a summary of the Company’s warrants outstanding as at December 31, 2021: Exercise price Number outstanding Expiry Date C$ # May 24, 2022 18.09 163,535 September 15, 2022 4.42 199,005 November 30, 2022 1.21 46,242 December 31, 2022 2.43 65,920 May 20, 2023 16.08 7,311 June 23, 2023 2.50 100,000 July 24, 2023 13.07 3,357 September 11, 2023 5.43 22,382 May 4, 2025 26.73 3,730 May 10, 2025 26.73 1,865 May 17, 2025 26.73 3,730 May 31, 2025 26.73 1,865 June 8, 2025 9.65 1,500,000 August 6, 2025 (i) 5.40 1,381,215 October 20, 2025 (i) 3.30 3,454,543 January 16, 2026 26.73 1,722 January 30, 2026 26.73 373 5.50 6,956,795 (i) Warrants were issued in US$ |
Sharebased compensation
Sharebased compensation | 12 Months Ended |
Dec. 31, 2023 | |
Sharebased compensation | |
Share-based compensation | 14. Share-based compensation The Company has established a share option plan (the “Option Plan”) for directors, officers, employees and consultants of the Company. The Company’s Board determines, among other things, the eligibility of individuals to participate in the Option Plan, the term and vesting periods, and the exercise price of options granted to individuals under the Option Plan. Each share option converts into one common share of the Company on exercise. No amounts are paid or payable by the individual on receipt of the option. The options carry neither rights to dividends nor voting rights. Options may be exercised at any time from the date of vesting to the date of their expiry. [i] Share-based payment arrangements During the year ended December 31, 2023, the Company granted 2,488,000 (2022 – 60,000 and 2021 – 2,841,086) share options to directors, officers, employees and consultants of the Company. The change in the number of share options outstanding during the year ended December 31, 2023, were as follows: Number of options Weighted average exercise price # C$ Outstanding as at December 31, 2022 418,529 3.71 Granted 2,488,000 1.52 Forfeited (123,500 ) 2.09 Exercised (21,000 ) 1.30 Expired (301,414 ) 4.03 Outstanding as at December 31, 2023 2,460,615 1.56 Exercisable as at December 31, 2023 2,396,863 1.54 The change in the number of share options outstanding during the year ended December 31, 2022, were as follows: Number of options Weighted average exercise price # C$ Outstanding as at December 31, 2021 3,224,859 2.75 Granted 60,000 1.30 Forfeited (4,000 ) 3.75 Expired (42,226 ) 3.71 Cancelled (2,820,104 ) 2.56 Outstanding as at December 31, 2022 418,529 3.71 Exercisable as at December 31, 2022 416,271 3.71 The change in the number of share options outstanding during the year ended December 31, 2021, were as follows: Number of options Weighted average exercise price # C$ Outstanding as at December 31, 2020 1,693,063 6.11 Granted 2,841,086 2.26 Forfeited (47,500 ) 4.83 Expired (953,803 ) 4.87 Cancelled (307,987 ) 9.85 Outstanding as at December 31, 2021 3,224,859 2.75 Exercisable as at December 31, 2021 3,197,601 2.72 During the year ended December 31, 2023, 301,414 share options (2022 – 42,226 and 2021 – 953,803) related to former officers and employees who are no longer with the Company expired. Individuals who are no longer with the Company have 30 days after their last day to exercise any vested share options. Vested options that remain unexercised after 30 days expire. During the year ended December 31, 2022, the Company cancelled 2,820,104 share options issued to officers and consultants of the Company and issued 2,820,104 replacement performance share units. Measurement of fair values The fair value of share options granted during the year ended December 31, 2023, 2022 and 2021, were estimated at the date of grant using the Black-Scholes option pricing model with the following inputs: 2023 2022 2021 Grant date share price C$1.28 - C$2.48 C$1.19 C$1.96 — C$2.85 Exercise price C$1.30 - C$2.45 C$1.30 C$1.70 — C$4.25 Expected dividend yield — — — Risk free interest rate 2.91% - 3.99% 2.87 % 0.34% — 1.10% Expected life 3 - 5 years 3 years 2 — 6 years Expected volatility 95% - 110% 112 % 116% — 132% Expected volatility was estimated by using the annualized historical volatility of the Company. The expected option life represents the period of time that options granted are expected to be outstanding. The risk-free interest rate is based on Canadian government bonds with a remaining term equal to the expected life of the options. The following table is a summary of the Company’s share options outstanding as at December 31, 2023: Options outstanding Options exercisable Exercise price Number outstanding Weighted average remaining contractual life [years] Exercise price Number exercisable C$ # # C$ # 1.30 2,000,000 4.07 1.30 2,000,000 1.70 67,980 1.87 1.70 67,980 2.25 50,002 0.42 2.25 50,000 2.31 15,000 2.16 2.31 15,000 2.31 15,000 2.23 2.31 15,000 2.45 294,000 2.15 2.45 231,500 2.91 5,150 2.00 2.91 5,150 3.75 5,000 0.21 3.75 5,000 3.86 5,000 2.86 3.86 3,750 50.25 3,483 0.28 50.25 3,483 1.56 2,460,615 3.66 1.54 2,396,863 The following table is a summary of the Company’s share options outstanding as at December 31, 2022: Options outstanding Options exercisable Exercise price Number outstanding Weighted average remaining contractual life [years] Exercise price Number exercisable C$ # # C$ # 1.30 60,000 2.58 1.30 60,000 1.70 103,453 2.21 1.70 103,453 2.25 168,898 1.04 2.25 168,898 2.61 12,687 0.49 2.61 12,683 2.91 5,150 3.00 2.91 5,150 3.75 5,000 1.21 3.75 5,000 3.86 5,000 3.86 3.86 2,750 5.43 16,265 0.49 5.43 16,264 10.65 3,731 0.49 10.65 3,730 13.07 10,856 0.49 13.07 10,855 13.47 1,418 0.49 13.47 1,418 16.08 18,410 0.49 16.08 18,409 17.89 4,178 0.49 17.89 4,178 50.25 3,483 1.28 50.25 3,483 3.71 418,529 1.52 3.71 416,271 The following table is a summary of the Company’s share options outstanding as at December 31, 2021: Options outstanding Options exercisable Exercise price Number outstanding Weighted average remaining contractual life [years] Exercise price Number exercisable C$ # # C$ # 1.70 154,953 3.46 1.70 154,953 2.25 2,559,995 2.42 2.25 2,559,995 2.61 12,684 1.49 2.61 12,683 2.91 5,150 4.00 2.91 5,150 3.75 10,500 3.92 3.75 6,500 3.86 256,245 3.21 3.86 252,993 4.42 99,503 0.71 4.42 99,502 4.75 15,000 3.29 4.75 15,000 5.43 16,265 1.49 5.43 16,264 7.63 50,000 4.00 7.63 30,000 10.65 3,731 1.49 10.65 3,730 13.07 10,856 1.49 13.07 10,855 13.47 1,418 1.49 13.47 1,418 16.08 18,410 1.49 16.08 18,409 17.89 4,178 1.49 17.89 4,178 18.09 2,488 1.24 18.09 2,488 50.25 3,483 2.28 50.25 3,483 2.75 3,224,859 2.50 2.72 3,197,601 [ii] Performance Share Units (“PSUs”) In May 2022, the Company established a performance share unit plan (“PSU Plan”), for directors, offers, employees and consultants of the Company. The Company’s Board determines the eligibility of individuals to participate in the PSU Plan in order to align their interests with those of the Company’s shareholders. No amounts are paid or payable by the individual on receipt of the PSUs. Each PSU converts into one common share of the Company at $nil exercise price. The Company’s PSU Plan provides that the number of common shares reserved for issuance may not exceed 10% of the aggregate number of common shares that are outstanding unless the Board has increased such limit by a Board resolution. The change in the number of PSUs during the years ended December 31, 2023 and 2022, is as follows: Number of PSUs # Outstanding as at December 31, 2021 — Granted 2,820,104 Converted to Class B Common shares (400,000 ) Outstanding as at December 31, 2022 2,420,104 Granted 400,000 Forfeited (100,000 ) Converted to Class B Common shares (2,720,104 ) Outstanding as at December 31, 2023 — During the year ended December 31, 2023, the Company converted 2,720,104 PSUs to Class B shares. The PSUs were fully vested as of January 6, 2023, upon the filing of the MS Phase 1 IND. During the year ended December 31, 2023, 100,000 PSUs related to a former independent director who is no longer with the Company were forfeited. The Company recognized share-based compensation for the years ended December 31, 2023, 2022 and 2021 as follows: For the years ended December 31, 2023 2022 2021 $ $ $ Share options 1,951,757 69,780 3,594,005 PSUs 458,253 1,291,978 98,513 Class B Common Shares issued for services 36,000 169,500 174,537 Class B Common Shares issued for compensation — — 3,576,875 Warrants issued for services 1,372,763 — — Other (i) 16,702 — — 3,835,475 1,531,258 7,443,930 (i) Share-based compensation related to share options and restricted share units issued by Celly and convertible into common shares of Celly. |
Non-controlling interests
Non-controlling interests | 12 Months Ended |
Dec. 31, 2023 | |
Non-controlling interests | 15. Non-controlling interests Through the License Agreement, FSD acquired 34.66% of Celly on July 31, 2023. As of December 31, 2023, the Company has a 26.15% (2022 – 0%) ownership interest in Celly through common shares held in Celly. The non-controlling interest represents the common shares of Celly not attributable to the Company. Reconciliation of non-controlling interest is as follows: $ Balance, December 31, 2022 — Initial recognition of non-controlling interests (24,467 ) Share-based payments 16,702 Deemed dividend (Note 13) 8,673 Comprehensive loss for the period (328,409 ) Balance, December 31, 2023 (327,501 ) |
Loss per share
Loss per share | 12 Months Ended |
Dec. 31, 2023 | |
Loss per share | 16. Loss per share Net loss per common share represents net loss attributable to common shareholders divided by the weighted average number of common shares outstanding during the year. For all the periods presented, diluted loss per share equals basic loss per share due to the anti-dilutive effect of warrants, share options and PSUs. The outstanding number and type of securities that could potentially dilute basic net loss per share in the future but would have decreased the loss per share (anti-dilutive) for the years ended December 31, 2023, 2022 and 2021 are as follows: December 31, 2023 December 31, 2022 December 31, 2021 # # # Warrants 10,324,043 6,482,093 6,956,795 Share Options 2,460,615 418,529 3,224,859 PSUs — 2,420,104 — 12,784,658 9,320,726 10,181,654 |
General and administrative
General and administrative | 12 Months Ended |
Dec. 31, 2023 | |
General and administrative | |
General and administrative | 17. General and administrative Components of general and administrative expenses for the years ended December 31, 2023, 2022 and 2021 were as follows: For thee years ended December 31, 2023 2022 2021 $ $ $ Professional fees 3,248,233 5,208,356 6,256,165 General office, insurance and administration expenditures 2,294,476 2,838,303 3,479,801 Consulting fees 1,305,434 1,452,070 2,196,812 Salaries, wages and benefits 1,855,087 2,798,074 2,856,887 Investor relations 665,915 1,495,695 1,642,653 Building and facility costs — 519,954 759,590 Foreign exchange (gain) loss (336,421 ) 1,323,242 146,587 9,032,724 15,635,694 17,338,495 Allocated to: Continuing operations 9,032,724 14,450,094 15,926,103 Discontinued operations — 1,185,600 1,412,392 |
Segment information
Segment information | 12 Months Ended |
Dec. 31, 2023 | |
Segment information | 18. Segment information Reportable segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker, with appropriate aggregation. The chief operating decision maker is the CEO who is responsible for allocating resources, assessing the performance of the reportable segment and making key strategic decisions. The Company operates in two segments: Biopharmaceutical and Strategic Investments. The Company’s Biopharmaceutical segment is focused on furthering the research and development of the Company’s drug candidates and the development of a treatment for alcohol misuse for application in hospitals and other medical practices. The Biopharmaceutical segment primarily earns interest income on excess cash on hand invested in short-term guaranteed investment certificates. The Company’s Strategic Investments segment is focused on generating returns and cashflow through the issuance of loans secured by residential property, with FSD Strategic Investments having a first or second collateral mortgage on the secured property. The following tables summarize the Company’s total current and non-current assets and current and non-current liabilities as of December 31, 2023 and 2022, on a segmented basis: As at December 31, 2023 Biopharmaceutical Strategic Investments Consolidated $ $ $ Current assets 4,516,910 7,187,988 11,704,898 Non-current assets 5,482,157 907,366 6,389,523 Current liabilities 4,565,566 619,593 5,185,159 Non-current liabilities — — — As at December 31, 2022 Biopharmaceutical Strategic Investments Consolidated $ $ $ Current assets 18,087,292 — 18,087,292 Non-current assets 13,128,826 7,431,656 20,560,482 Current liabilities 7,830,432 237,118 8,067,550 Non-current liabilities 38,004 — 38,004 The following tables summarize the Company’s interest income, total operating expenses, and net loss for the years ended December 31, 2023 and 2022 on a segmented basis: For the year ended December 31, 2023 Biopharmaceutical Strategic Investments Consolidated $ $ $ Interest income (675,731 ) (110,632 ) (786,363 ) Total operating expenses 23,169,675 619,823 23,789,498 Net loss (18,204,886 ) (25,702 ) (18,230,588 ) For the year ended December 31, 2022 Biopharmaceutical Strategic Investments Consolidated $ $ $ Interest income (344,294 ) (23,441 ) (367,735 ) Total operating expenses 26,798,301 631,310 27,429,611 Net loss (23,541,030 ) (65,798 ) (23,606,828 ) |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2023 | |
Income Taxes | |
Income taxes | 19. Income taxes The reconciliation of income tax expense for the years ended December 31, 2023, 2022 and 2021 consists of the following: 2023 2022 2021 $ $ $ Loss from continuing operations before income taxes (18,230,588 ) (26,703,662 ) (33,937,956 ) Statutory federal and provincial tax rate 26.50 % 26.50 % 26.50 % Income tax recovery at the statutory tax rate (4,831,106 ) (7,076,470 ) (8,993,558 ) Permanent differences 2,557,822 1,639,590 3,758,401 Book to filing adjustments (119,668 ) 438,255 75,474 Share issuance cost booked directly to equity — — (377,378 ) Impact of tax rate changes (42,277 ) — — Foreign exchange (582,404 ) 1,044,135 (120 ) Change in tax benefits not recognized 3,017,633 3,954,490 5,537,181 — — — Deferred tax assets have not been recognized in respect of the following temporary differences as at December 31, 2023 and 2022: 2023 2022 2021 $ $ $ Non-capital losses - Canada 88,880,329 77,271,986 63,216,617 Net-operating loss - US 5,073,156 5,120,395 5,111,610 Unrealized foreign exchange loss — 94,733 94,733 Share-issuance costs 1,046,315 2,045,027 3,349,261 Capital losses carried forward 3,534,651 — — Other investments 2,528,001 5,542,253 5,308,027 IFRS 16 5,814 37,439 87,050 Property, plant and equipment 849,854 324,798 167,653 Total 101,918,120 90,436,631 77,334,951 The Company’s Canadian non-capital income tax losses expire as follows: $ 2038 6,203,680 2039 10,989,236 2040 22,067,467 2041 19,735,799 Thereafter 29,884,147 88,880,329 The company has cumulative US federal net operating loss carryforwards of approximately $5.07 million which will start to expire in 2026. Utilization of net operating loss carryforwards may be subject to limitations in the event of a change in ownership pursuant to United States Internal Revenue Code (“IRC”) § 382, and similar state provisions. As a result of the acquisition of Prismic on June 28, 2019, the preacquisition net operating loss carryforwards of approximately $4.93 million could be subject to IRC § 382 limitation as the acquisition could constitute a change of ownership. |
Commitments and contingencies
Commitments and contingencies | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and contingencies | |
Commitments and contingencies | 20. Commitments and contingencies Commitments Lucid-MS Agreement The Company has entered into a license agreement that governs the Lucid-MS compound. Under the terms of the agreement, the Company shall pay a yearly license maintenance fee of C$100,000 until the first commercial sale of a product is made. Under the agreement the Company is committed to minimum milestone payments of $nil and maximum milestone payments of C$12,500,000 if all product development and regulatory milestones are met. Furthermore, the Company is also responsible to pay revenue milestone payments and royalties if revenue milestones from commercial sales are achieved. Milestones can be extended by mutual agreement. No payments have been made to date related to these milestones. Contingencies Legal Matters From time to time, the Company is named as a party to claims or involved in proceedings, including legal, regulatory and tax related, in the ordinary course of its business. While the outcome of these matters may not be estimable at the reporting date, the Company makes provisions, where possible, for the estimated outcome of such claims or proceedings. Should a loss result from the resolution of any claims or proceedings that differs from these estimates, the difference will be accounted for as a charge to the consolidated statements of loss and comprehensive loss in that period. Contract Research Organization (“CRO”) Dispute The Company was involved in arbitration proceedings with a CRO regarding amounts claimed to be owed to the CRO by the Company. The CRO was claiming it is owed amounts outstanding for work on clinical trials in the United States. In November 2022, evidentiary hearings were held in New York. The parties submitted post-hearing briefs in December 2022. On May 19, 2023, an arbitrator arrived at a non-binding decision that both parties breached the agreements and awarded the CRO $1.7 million plus interest on past due amounts. On June 30, 2023, the CRO filed a motion to make the May 19, 2023 award recognized and enforceable in Ontario, Canada. On August 2, 2023, the Company entered into a settlement agreement with the CRO for $100,000. The Company paid the settlement amount during the three months ended September 30, 2023. The Company derecognized all amounts previously recorded in trade and other payables on the statements of financial position as of September 30, 2023. This resulted in a gain on remeasurement of financial liability recognized in the statements of loss and comprehensive loss. As at December 31, 2023, all matters have been resolved. Raza Bokhari On July 15, 2021, the Company’s former CEO, Raza Bokhari, filed a notice of arbitration seeking relief and support for breach of contract and severance and damages in the amount of $30,200,000, for aggravated and punitive damages in the amount of $500,000 and legal fees and disbursements associated with the arbitration. Raza Bokhari was placed on administrative leave from his role as the Company’s Chief Executive Officer following the Company’s annual general and special meeting of shareholders on May 14, 2021, pending the outcome of an investigation of various concerns by a Special Committee comprised of independent directors using independent legal counsel. Upon the recommendation of the Special Committee, Raza Bokhari’s employment was terminated for cause by the Company’s board on July 27, 2021. The Company disputed the allegations and counterclaimed against Raza Bokhari for losses sustained as a result of his alleged breaches of his duties to the Corporation. The arbitration hearing concluded in August 2022 and the arbitrator issued his decision in November 2022. Raza Bokhari’s claim for USD $30.2 million was dismissed in its entirety along with his claim that he had been wrongfully dismissed. The arbitrator ordered that Raza Bokhari repay certain monies to FSD Pharma, while also holding him responsible for FSD Pharma’s costs of the arbitration. On December 9, 2022, Raza Bokhari filed an application in the Ontario Superior Court seeking to set aside the arbitral award of the court on the grounds that he was not treated equally and fairly and the arbitrator’s written award provided inadequate reasons for his decision. On December 20, 2022, the Company’s legal counsel wrote to the Commercial List of the Ontario Superior Court of Justice seeking to transfer the application from the Civil List to the Commercial List. The request was granted on January 12, 2023. On April 28, 2023, the court ordered the case to be heard at the Commercial List on September 27, 2023. On September 27 and 28, 2023, the application to set aside the award and cost of ground of unfairness was dismissed. As Raza Bokhari lost the set aside application, the court ordered Raza Bokhari to pay the Company C$165,000 to cover the Company’s legal expenses. On October 13, 2023, Raza Bokhari filed a “Notice of Motion for Leave to Appeal” with the Court of Appeal for Ontario. On December 15, 2023, the Company submitted a responding party’s factum to the Court of Appeal for Ontario. On February 6, 2024, the Ontario Superior Court of Justice affirmed judgment and awarded an additional C$5,000 in costs in light of Raza Bokhari’s failed motion for leave to appeal. As of the date hereof, the litigation is ongoing. GBB Drink Lab, Inc. GBB Drink Lab, Inc. (“GBB”) has filed a complaint with the United States District Court of Southern District of Florida, Fort Lauderdale Division against FSD Biosciences, Inc. and FSD Pharma, Inc. claiming a material breach of a mutual non-disclosure agreement and misappropriation of trade secrets, which GBB claims has and continues to cause irreparable harm, valued, as of August 30, 2022 (prior to the misappropriation and material breach) at $53,047,000. On June 23, 2023, the Company filed a motion to dismiss the complaint. On July 3, 2023, GBB responded in opposition to the Company’s motion to dismiss the complaint. On August 24, 2023, the parties filed a proposed joint scheduling report with the U.S. District Court, which set forth various deadlines that would govern this action. Under the proposed joint schedule, which still needs to be approved by the U.S. District Court, the case would be trial-ready by November 30, 2024. The ultimate outcome of the matter cannot be determined at this time. |
Related party transactions
Related party transactions | 12 Months Ended |
Dec. 31, 2023 | |
Related party transactions | |
Related party transactions | 21. Related party transactions Key management personnel are those persons having the authority and responsibility for planning, directing and controlling activities of the entity, directly or indirectly. Transactions with key management and directors comprised the following: a) In fiscal 2023, the Company paid independent directors’ compensation of C$60,000, with the chair of the audit committee receiving an additional C$20,000 and the chair of the compensation committee receiving an additional C$10,000. Director’s compensation for the year ended December 31, 2023, was $175,140 (2022 – $215,104 and 2021 – $757,690). b) During the year ended December 31, 2023, the Company granted 400,000 (2022 – 2,820,104 and 2021 – nil) PSUs to independent members of the Board. As at December 31, 2023, the PSUs had fully vested upon the filing of the MS Phase 1 IND on January 6, 2023 and were settled with the issuance of Class B shares. c) During the year ended December 31, 2023, the Company granted the previous interim CEO, the current CEO, the Chief Operating Officer (“COO”) and the CEO of Lucid, 500,000 (2022 – nil and 2021 – nil) share options each with an exercise price of C$1.30 and an expiry date of January 25, 2028. All options were fully vested on grant. Each share option can be exercised to acquire one Class B share. d) During the year ended December 31, 2023, the Company entered into a secured loan agreement with the CEO, President, and Executive Co-Chairman of the Board in the amount of C$1,200,000, with monthly payments of C$6,000 based on an annual interest rate of 6%. The loan matures on April 26, 2025, and is part of FSD Strategic Investments’ portfolio of loans. The loan is secured by a second charge mortgage on underlying residential property. e) During the year ended December 31, 2023, the Company issued 1,000,000 warrants for consulting services to certain independent members of the Board with a fair value of $533,206, prior to them joining the Board. The Company determined the fair value of the services received could not be measured reliably and determined the fair value using the Black-Scholes model. f) In November 2023, the Company issued 24 Class A shares through a private placement for proceeds of $34. 12 Class A shares were issued to the CEO, President, and Executive Co-Chairman of the Board and 12 Class A Share were issued to the Director and Executive Co-Chairman of the Board. g) In February 2021, as compensation, the Company issued 1,349,764 shares with a fair value of $3,576,875 to former CEO, Raza Bokhari, in his capacity as Board Chair and Chief Executive Officer, and to certain other directors. Of the 1,349,764 shares issued, 1,173,709, with a fair value of $3,110,330, were issued to Raza Bokhari and 176,055 shares, with a fair value of $466,545, were issued to other directors. In June 2021, 156,278 of the shares issued to directors in February 2021 were cancelled. On March 8, 2022, following litigation with respect to certain of the shares issued to Raza Bokhari in February 2021, the court issued a decision, permitting the part of the share grant to Raza Bokhari until the date of his termination (being 536,979 Class B shares) but cancelling the shares relating to services that were to be provided after the date of termination (being 504,888 Class B shares). The shares were cancelled on March 29, 2022. h) For the year ended December 31, 2023, the Company paid expenses of $nil (2022 – $nil and 2021 – $262,834) to a company owned by the former CEO. i) For the year ended December 31, 2023, the Company reimbursed $145,081 (2022 – $41,596 and 2021 – $528,872) to a related party of the CEO, President, and Executive Co-Chairman of the Board for legal expenses. j) During the year ended December 31, 2021, the Company reimbursed certain directors C$1,334,158 for expenses incurred in relation to requisitioning, calling and holding the shareholders’ meeting. Key management personnel compensation during the years ended December 31, 2023, 2022 and 2021 is comprised of: 2023 2022 2021 $ $ $ Salaries, benefits, bonuses and consulting fees 1,395,096 1,839,441 2,075,893 Share-based payments 1,980,732 1,345,952 6,881,641 Total 3,375,828 3,185,393 8,957,534 As at December 31, 2023, the Company owes an executive officer $140,012, for legal fees incurred by the Company and paid by the executive officer on behalf of the Company. The amount owed is recorded within trade and other payables. |
Capital Management
Capital Management | 12 Months Ended |
Dec. 31, 2023 | |
Capital Management | |
Capital Management | 22. Capital Management The Company’s capital management objectives are to maintain financial flexibility in order to complete the research and development of a proprietary formulation of natural ingredients, vitamins, and minerals to help with liver and brain function for the purposes of quickly relieving individuals from the effects of alcohol consumption. The Company defines capital as the aggregate of its capital stock and borrowings. As at December 31, 2023, the Company’s Share Capital was $137,778,485 (2022 – $143,410,560). The Company does not have any long-term debt. Outstanding notes payable were assumed on acquisition of Prismic and are due on demand. The Company manages its capital structure in accordance with changes in economic conditions. In order to maintain or adjust its capital structure, the Company may elect to issue or repay financial liabilities, issue shares, repurchase shares or undertake any other activities as deemed appropriate under the specific circumstances. The Company is not subject to any externally imposed capital requirements. |
Financial Instruments and Risk
Financial Instruments and Risk Management | 12 Months Ended |
Dec. 31, 2023 | |
Financial Instruments and Risk Management | |
Financial Instruments and Risk Management | 23. Financial Instruments and Risk Management Credit risk Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations and arises principally from deposits with banks and outstanding other receivables and finance receivables. The Company trades only with recognized, creditworthy third parties. The Company does not hold any collateral as security for its outstanding finance receivables but mitigates this risk by dealing only with, what management believes to be, financially sound counterparties and, accordingly, does not anticipate significant loss for non-performance. The loans are secured by real estate properties and the Company is granted a first or second collateral charge mortgage on the properties for a sum equal to the interest payments plus the principal amount. The Company performs assessments on factors such as: timing of payments, loan to value, communications with the borrower and external macro factors such as interest rates and economic conditions to mitigate risks. Liquidity risk Liquidity risk is the risk the Company will not be able to meet its financial obligations as they come due. The Company’s exposure to liquidity risk is dependent on the Company’s ability to raise additional financing to meet its commitments and sustain operations. The Company mitigates liquidity risk by management of working capital, cash flows, the issuance of share capital and if desired, the issuance of debt. The Company’s trade and other payables and notes payables are all due within twelve months from the date of these financial statements. If unanticipated events occur that impact the Company’s ability to carry out the planned clinical trials, the Company may need to take additional measures to increase its liquidity and capital resources, including issuing debt or additional equity financing or strategically altering the business forecast and plan. In this case, there is no guarantee that the Company will obtain satisfactory financing terms or adequate financing. Failure to obtain adequate financing on satisfactory terms could have a material adverse effect on the Company’s results of operations or financial condition. Market risk Market risk is the risk the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises three types of risk: foreign currency risk, interest rate risk and other price risk. · Foreign currency risk Foreign currency risk arises on financial instruments that are denominated in a currency other than the functional currency in which they are measured. The Company’s primary exposure with respect to foreign currencies is from Canadian dollar denominated cash, investments and trade and other payables. A 1% change in the foreign exchange rates would not result in any significant impact to the financial statements. · Interest rate risk Interest rate risk is the risk the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company does not have any material long-term borrowings outstanding subject to variable interest rates. Therefore, the Company is not exposed to interest rate risk as at December 31, 2023. · Other price risk Other price risk is the risk the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices (other than those arising from interest rate risk or currency risk), whether those changes are caused by factors specific to the individual financial instrument or its issuer, or factors affecting all similar financial instruments traded in the market. The Company is not exposed to other price risk as at December 31, 2023. Fair values The carrying values of cash, other receivables, trade and other payables and notes payable approximate fair values due to the short-term nature of these items or they are being carried at fair value or, for notes payable, interest payables are close to the current market rates. The risk of material change in fair value is not considered to be significant. The Company does not use derivative financial instruments to manage this risk. Financial instruments recorded at fair value on the consolidated statement of financial position are classified using a fair value hierarchy that reflects the significance of the inputs used in making the measurements. The Company categorizes its fair value measurements according to a three-level hierarchy. The hierarchy prioritizes the inputs used by the Company’s valuation techniques. A level is assigned to each fair value measurement based on the lowest-level input significant to the fair value measurement in its entirety. The three levels of the fair value hierarchy are defined as follows: · Level 1 – Unadjusted quoted prices as at the measurement date for identical assets or liabilities in active markets. · Level 2 – Observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data. · Level 3 – Significant unobservable inputs that are supported by little or no market activity. The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The fair value hierarchy requires the use of observable market inputs whenever such inputs exist. A financial instrument is classified to the lowest level of the hierarchy for which a significant input has been considered in measuring fair value. During the year, there were no transfers of amounts between levels. |
Subsequent events
Subsequent events | 12 Months Ended |
Dec. 31, 2023 | |
Subsequent events | |
Subsequent events | 24. Subsequent events On January 24, 2024, the Company entered into an agreement with SBS Intl Group LLC. (“SBS”) to assist the Company in enhancing its market awareness and foster productive, continuing dialogues with shareholders and other market participants. The agreement grants SBS 100,000 share options with an exercise price of $1.05 and expiry date of January 24, 2026. Per the agreement 19,000 share options vest on the 45th day following the date of grant and 9,000 share options vest on a monthly basis starting in the fourth month following the date of grant. On January 2024, the Company entered into an agreement with Draper, Inc. (“Draper”) and Carriage House Capital, Corp. (“Carriage House”) to assist the Company in enhancing its market awareness and foster productive, continuing dialogues with shareholders and other market participants. The agreement grants Draper and Carriage 350,000 share options each with the exercise price of $1.05 and expiry date of January 24, 2026. Per the agreement 150,000 share options vest on the 45th day and 61,111 share options vest on a monthly basis starting in the fourth month following the date of grant. On February 23, 2024, the Company entered into a settlement agreement to issue 70,000 Class B shares to settle $81,900 of trade and other payables. On February 23, 2024, the Company entered into a settlement agreement to issue 475,000 Class B shares to settle $836,309 of trade and other payables. On February 23, 2024, the Company granted 55,000 RSUs to advisors of the Company for services provided. The RSUs vested immediately upon grant. On March 26, 2024, the Board approved an amendment to the loan agreement with Celly, to increase the loan amount from C$1,000,000 to C$1,300,000. The amendment provides the Company the right to convert any loan amount outstanding including interest into Common Shares of Celly at $0.03 per share upon the occurrence of an event of default. Subsequent to December 31, 2023, the Company entered into an at-the-market offering agreement (the “ATM Agreement”) with H.C Wainwright & Co., LLC to sell Class B shares, having an aggregate offering price up to $11,154,232. |
Significant accounting policies
Significant accounting policies (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Significant accounting policies (Policies) | |
Equipment | Equipment is measured at cost less accumulated depreciation and impairment losses. The cost of an item of equipment includes expenditures that are directly attributable to the acquisition or construction of the asset. Depreciation is based on the estimated useful lives of the assets provided as follows: Computer equipment 3 years Furniture and fixtures Lease improvements 3 – 10 years Over the term of the lease An item of equipment and any significant part initially recognized are derecognized upon disposal or when no future economic benefits are expected from their use or disposal. Any gain or loss arising on derecognition of the asset (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included in the consolidated statements of loss and comprehensive loss when the asset is derecognized. The assets’ residual values, useful lives and methods of depreciation and the depreciation charge are adjusted prospectively, if appropriate. |
Intangible Assets | Intangible assets are recorded at cost less accumulated amortization and accumulated impairment losses. Amortization is recognized in the consolidated statements of loss and comprehensive loss on a straight-line basis over the useful life, as follows: Intellectual Property 5 – 15 years Expenditures on internally generated intangible assets during the research phase are expensed as incurred. Expenditures on internally generated intangible assets during the development phase, which comprise deferred development costs, are initially capitalized and recognized in the consolidated balance sheet if they meet the recognition criteria. Subsequent to initial recognition, deferred development costs are accounted for at cost less accumulated amortization and are amortized on a straight-line basis over an estimated useful life beginning once the deferred development costs are used in commercial production. |
Foreign Currency Transactions | Foreign currency transactions are translated into functional currencies at exchange rates in effect on the date of the transactions. At the end of each reporting period, monetary assets and liabilities denominated in foreign currencies are translated into functional currencies at the foreign exchange rate applicable at that period-end date. Non-monetary assets and liabilities that are measured in terms of historical cost in a foreign currency are translated using the exchange rate at the date of the transaction. Realized and unrealized exchange gains and losses are recognized in the consolidated statements of loss and comprehensive loss. On consolidation, assets and liabilities of operations with a functional currency other than United States dollar are translated into United States dollar at period end foreign currency rates. Expenses of such operations are translated into the United States dollar at average rates for the period. Foreign currency translation gains and losses are recognized in other comprehensive income. The relevant amount in cumulative foreign currency translation adjustment is reclassified into earnings upon disposition of a foreign operation. |
Financial Instruments | Financial assets and financial liabilities are recognized when the Company becomes a party to the contractual provisions of the instruments. Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair value through profit or loss are recognized immediately in the consolidated statements of loss and comprehensive loss. · Financial assets On initial recognition, a financial asset is classified as measured at amortized cost, fair value through other comprehensive income (‘‘FVOCI’’), or fair value through profit and loss (‘‘FVTPL’’). The classification of financial assets is based on the business model in which a financial asset is managed and its contractual cash flow characteristics. A financial asset is measured at amortized cost if it meets both of the following conditions and is not designated as at FVTPL: · It is held within a business model whose objective is to hold assets to collect contractual cash flows; and · Its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. A financial asset (unless it is a trade receivable without a significant financing component that is initially measured at the transaction price) is initially measured at fair value plus, for an item not at FVTPL, transaction costs that are directly attributable to its acquisition. The following accounting policies apply to the subsequent measurement of financial assets. Financial assets at FVTPL Subsequently measured at fair value. Net gains and losses, including any interest or dividend income, are recognized in the consolidated statements of loss and comprehensive loss. Financial assets at amortized cost Subsequently measured at amortized cost using the effective interest method, less any impairment losses. Interest income, foreign exchange gains and losses and impairment losses are recognized in profit or loss. Any gain or loss on derecognition is recognized in consolidated statements of loss and comprehensive loss. · Financial liabilities The Company initially recognizes financial liabilities at fair value on the date at which the Company becomes a party to the contractual provisions of the instrument. The Company classifies its financial liabilities as either financial liabilities at FVTPL or amortized cost. Subsequent to initial recognition, other liabilities are measured at amortized cost using the effective interest method. Financial liabilities at FVTPL are stated at fair value with changes being recognized in consolidated statements of loss and comprehensive loss. The Company derecognizes a financial liability when its contractual obligations are discharged or cancelled or expire. · Financial liabilities and equity instruments · Classification as debt or equity Debt and equity instruments issued by the Company are classified as either financial liabilities or as equity in accordance with the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument. The Company does not reclassify financial liabilities or equity after initial recognition due to a change in circumstance. · Equity instruments An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities. Equity instruments issued by a group entity are recognized at the proceeds received, net of direct issue costs. Repurchase of the Company’s own equity instruments is recognized and deducted directly in equity. No gain or loss is recognized in the consolidated statements of loss and comprehensive loss on the purchase, sale, issue or cancellation of the Company’s own equity instruments. · Classification of financial instruments The Company classifies its financial assets and liabilities depending on the purpose for which the financial instruments were acquired, their characteristics and management intent as outlined below: Cash and cash equivalent Amortized cost Other receivables Amortized cost Investments Fair value through profit or loss Finance receivables Amortized cost Trade and other payables Amortized cost Warrants liability Fair value through profit or loss Notes payable Amortized cost · Impairment of financial assets · Other receivables An expected credit loss (“ECL”) model applies to financial assets measured at amortized cost. The Company’s financial assets measured at amortized cost and subject to the ECL model consist primarily of finance and other receivables. The Company applies the simplified approach to impairment for finance and other receivables by recognizing a loss allowance based on lifetime expected losses at each reporting date taking into considerations historical credit loss experience and financial factors specific to the debtors and general economic conditions. The Company has assessed the impairment of its finance and other receivables using the expected credit loss model. · Finance receivables Finance receivables are a financial asset initially recognized at fair value and are subsequently carried at amortized cost using the effective interest method. The Company’s business model is to hold these receivables to collect contractual cash flows that represent solely payments of principal and interest. Finance receivables are assessed for impairment at the end of each reporting period in accordance with IFRS 9 as outlined below. The ECL model is based on the credit losses expected to arise over the life of the assets, unless there has been no significant increase in credit risk since origination, in which case the allowance is based on the 12 months’ expected credit loss. The ECL model uses a three-stage impairment approach based on changes in the credit risk of the finance receivable since initial recognition. The three stages are as follows: Stage 1– Finance receivables that have not experienced a significant increase in credit risk since initial recognition. Stage 2– Finance receivables that have experienced a significant increase in credit risk since initial recognition. Stage 3 – Finance receivables for which there is objective evidence of impairment. The Company considers a number of factors when assessing if there has been a significant increase in credit risk, including the number of days past due, changes in the financial condition of the borrower, responsiveness of the borrower and other borrower specific information that may be available, without consideration of collateral. In determining its estimation of the ECL allowances, the Company also considers past events, current market conditions including interest rates, real estate market statistics, and supportable forward-looking information, including macro-economic factors, such as housing price and interest rate forecasts. The ECL model requires the recognition of credit losses equal to 12-month ECLs for Stage 1 and recognition of lifetime expected credit losses for Stage 2 and 3. The 12-month ECLS are lifetime ECLS that are expected to occur within 12 months after the reporting date. The lifetime ECLs represent the expected loss in value due to possible default events over the life of a mortgage receivable weighted by the likelihood of a loss. Three factors are primarily used to measure ECLs: probability of default (PD), loss given default (LGD) and exposure at default (EAD). |
Impairment of long-lived assets | Long-lived assets, including equipment and intangible assets are tested for impairment at each reporting date when there are indicators of impairment or whenever events or changes in circumstances indicate that the carrying amount of an asset exceeds its recoverable amount. Intangible assets with an indefinite useful life are tested for impairment at least annually in the fourth quarter and whenever there is an indication that the asset may be impaired. The Company has no indefinite life intangible assets. For the purpose of impairment testing, assets that cannot be tested individually are grouped together into the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or groups of assets (the cash-generating unit, or “CGU”). The recoverable amount of an asset or a CGU is the higher of its fair value less costs to sell and its value in use. If the carrying amount of an asset exceeds its recoverable amount, an impairment charge is recognized immediately in net loss equal to the amount by which the carrying amount exceeds the recoverable amount. Where an impairment loss subsequently reverses, the carrying amount of the asset is increased to the lesser of the revised estimate of the recoverable amount, and the carrying amount that would have been recorded had no impairment loss been recognized previously. |
Income Taxes | Income tax expense comprises current and deferred tax. Current tax and deferred tax are recognized in net profit or loss except to the extent that it relates to a business combination or items recognized directly in equity or in other comprehensive loss. Current income taxes are recognized for the estimated income taxes payable or receivable on taxable income or loss for the current year and any adjustment to income taxes payable in respect of previous years. Current income taxes are determined using tax rates and tax laws that have been enacted or substantively enacted by the year-end date. Deferred tax assets and liabilities are recognized where the carrying amount of an asset or liability differs from its tax base, except for taxable temporary differences arising on the initial recognition of goodwill and temporary differences arising on the initial recognition of an asset or liability in a transaction which is not a business combination and at the time of the transaction affects neither accounting nor taxable profit or loss. Recognition of deferred tax assets for unused tax losses, tax credits and deductible temporary differences is restricted to those instances where it is probable that future taxable profit will be available against which the deferred tax asset can be utilized. At the end of each reporting period, the Company reassesses unrecognized deferred tax assets. The Company recognizes a previously unrecognized deferred tax asset to the extent that it has become probable that future taxable profit will allow the deferred tax asset to be recovered. |
Share-based Compensation | Share options and warrants awarded to non-employees are accounted for using the fair value of the instrument awarded or service provided, whichever is considered more reliable. Share options, PSUs and warrants awarded to employees are accounted for using the fair value method. The fair value of the share options, PSUs and warrants granted are recognized as an expense on a proportionate basis consistent with the vesting features of each tranche of the grant. The fair value of share options and warrants are calculated using the Black-Scholes option pricing model with assumptions applicable at the date of grant. The fair value of PSUs is calculated using market share prices at the date of grant. |
Net Loss per Share | Net loss per share is calculated based on the loss for the financial year and the weighted average number of common shares outstanding during the year. Diluted net loss per share is calculated using the loss for the financial year adjusted for the effect of any dilutive instruments and the weighted average diluted number of shares (ignoring any potential issue of common shares that would be anti-dilutive) during the year. |
External research and development | External research and development costs are expensed in the periods in which they are incurred, with the exception of development costs for new products with proven technical feasibility and for which a defined future market exists. Such development costs are capitalized in accordance with the Company’s policy for intangible assets. The Company’s external research and development costs relate primarily to third-party contract research organizations. |
Discontinued operations | Discontinued operations are reported when a component of the Company, representing a separate major line of business or area of operations with clearly distinguishable cash flows, has been disposed of or is held for sale. Classification as a discontinued operation occurs upon disposal or when the operation meets the criteria to be classified as held for sale, if earlier. Discontinued operations are reported as a separate element of net income or loss on the consolidated statements of loss and comprehensive loss for both the current and comparative periods. When a disposal group is classified as held for sale, assets and liabilities are aggregated and presented as separate line items, respectively, on the consolidated statements of financial position. Comparative periods are not restated on the consolidated statements of financial position. Assets held for sale are not depreciated and are measured at the lower of carrying value and fair value less costs to sell. |
New standards, amendments and interpretations recently adopted by the Company | IAS 1, Presentation of financial statements (“IAS 1”) In January 2020, the IASB issued Classification of Liabilities as Current or Non-current (Amendments to IAS 1). The amendments aim to promote consistency in applying the requirements by helping companies determine whether, in the consolidated statements of financial position, debt and other liabilities with an uncertain settlement date should be classified as current (due or potentially due to be settled within one year) or non-current. The amendments include clarifying the classification requirements for debt a company might settle by converting it into equity. The amendments are effective for annual reporting periods beginning on or after January 1, 2024, with earlier application permitted. The Company early adopted these amendments effective January 1, 2023. The impact of adopting these amendments on the Company’s financial statements was not material. IAS 8, Accounting Policies, Changes in Accounting Estimates and Errors (“IAS 8”) In February 2021, the IASB issued Definition of Accounting Estimates, which amends IAS 8. The amendment clarifies how to distinguish changes in accounting policies from changes in accounting estimates. Under the new definition, accounting estimates are “monetary amounts in financial statements that are subject to measurement uncertainty”. The amendment provides clarification to help entities to distinguish between accounting policies and accounting estimates. The amendments are effective for annual periods beginning on or after January 1, 2023. The impact of adopting these amendments on the Company’s financial statements was not material. IAS 12, Income Taxes (“IAS 12”) In May 2021, the IASB issued Deferred Tax related to Assets and Liabilities arising from a single transaction (Amendments to IAS 12). The amendment narrows the scope of the initial recognition exemption so that it does not apply to transactions that give rise to equal taxable and deductible temporary differences. As a result, companies will need to recognize a deferred tax asset and deferred tax liability for temporary differences arising on initial recognition of transactions such as leases and decommissioning obligations. The amendments are effective for annual reporting periods beginning on or after January 1, 2023 and are to be applied retrospectively. The impact of adopting these amendments on the Company’s financial statements was not material. |
New standards, amendments and interpretations not yet adopted by the Company | IFRS 16 – Leases (“IFRS 16”) In September 2022, the IASB issued amendments to IFRS 16, Leases, which add to requirements explaining how a company accounts for a sale and leaseback after the date of the transaction. The amendments are effective for annual reporting periods beginning on or after January 1, 2024. Earlier application is permitted. All other IFRSs and amendments issued but not yet effective have been assessed by the Company and are not expected to have a material impact on the financial statements. |
Nature of business (Tables)
Nature of business (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Nature of business | |
Schedule of ownership percentage in subsidiaries | Ownership percentage as at Entity Name Country December 31, 2023 December 31, 2022 December 31, 2021 % % % FSD Biosciences Inc. USA 100.00 100.00 100.00 Prismic Pharmaceuticals Inc. USA 100.00 100.00 100.00 FV Pharma Inc. Canada 100.00 100.00 100.00 Lucid Psycheceuticals Inc. Canada 100.00 100.00 100.00 FSD Strategic Investments Inc. Canada 100.00 100.00 — FSD Pharma Australia Pty Ltd Australia 100.00 100.00 — Celly Nutrition Corp. Canada 26.15 — — |
Significant accounting polici_2
Significant accounting policies (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Significant accounting policies (Policies) | |
Schedule of estimated useful lives of assets | Computer equipment 3 years Furniture and fixtures Lease improvements 3 – 10 years Over the term of the lease |
Acquisition of Lucid (Tables)
Acquisition of Lucid (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Acquisition of Lucid | |
Schedule of share options and warrants | Warrants Share Options Grant date share price $ 1.56 $ 1.56 Exercise Price $ 0.96 - $1.93 $ 1.35 - $2.31 Expected dividend yield — — Risk free interest rate 0.43 % 0.43% - 0.79% Expected life (years) 1.19 - 1.28 2.23 - 4.28 Annualized volatility 88 % 124 % |
Schedule of identifiable assets acquired and liabilities assumed | Fair value recognized on acquisition $ Cash and cash equivalents 768,964 Other receivables 271,564 Prepaid expenses and deposits 167,776 Intangible assets 6,186,251 Trade and other payables (103,824 ) 7,290,731 |
Discontinued operations (Tables
Discontinued operations (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Schedule of net loss discontinued operations explanatory | For the years ended December 31, Notes 2022 $ 2021 $ Expenses General and administrative 17 1,185,600 1,412,392 Total operating expenses 1,185,600 1,412,392 Loss from discontinued operations (1,185,600 ) (1,412,392 ) Other income (32,852 ) (64,919 ) Gain on sale of property and plant (4,249,582 ) — Net income (loss) from discontinued operations 3,096,834 (1,347,473 ) |
Schedule of cash flow from discontinued operations | For the years ended December 31, 2022 2021 $ $ Operating activities Net income (loss) from discontinued operations 3,096,834 (1,347,473 ) Add (deduct) items not affecting cash Changes in non-cash working capital balances Gain on sale of property and plant (4,249,582 ) — Other receivables (88,588 ) 38,822 Prepaid expenses and deposits 98,354 (20,091 ) Trade and other payables — (53,299 ) Cash used in operating activities (1,142,982 ) (1,382,041 ) Proceeds from sale of property and plant, net 12,730,942 — Cash provided by investing activities 12,730,942 — |
Other receivables (Tables)
Other receivables (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Other receivables | |
Schedule of other receivables | December 31, 2023 December 31, 2022 $ $ Sales tax recoverable 209,550 279,333 Interest receivable 15,511 95,044 Other receivables 3,703 — 228,764 374,377 |
Prepaid expenses and deposits (
Prepaid expenses and deposits (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Schedule of prepaid expenses and deposits | December 31, 2023 December 31, 2022 $ $ Research and development 30,705 308,502 Insurance 60,999 95,697 Other prepaids and deposits 63,709 67,938 155,413 472,137 |
Finance receivables (Tables)
Finance receivables (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Finance receivables | |
Schedule of finance receivables | $ Balance – January 1, 2022 — Additions 7,805,825 Add: Interest income 183,037 Less: Interest payments (149,906 ) Less: Principal payments (203,077 ) Effects of foreign exchange (204,223 ) Balance – December 31, 2022 7,431,656 Additions 1,021,489 Add: Interest income 568,919 Less: Interest payments (597,986 ) Less: Principal payments (526,107 ) Effects of foreign exchange 197,383 Balance – December 31, 2023 8,095,354 Current 7,187,988 Non-current 907,366 Balance – December 31, 2023 8,095,354 December 31, 2023 $ Minimum payments receivable 8,527,569 Unearned income (432,215 ) Net investment 8,095,354 Allowance for credit losses — Finance receivables, net 8,095,354 |
Investments (Tables)
Investments (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Investments | |
Schedule of investments | Entity Instrument Note Balance at December 31, 2022 Proceeds from sale Additions Change in fair value through profit or loss Effects of foreign exchange Balance at December 31, 2023 $ $ $ $ $ $ Solarvest BioEnergy Inc. Shares (i) 221,490 — — (221,490 ) — Solarvest BioEnergy Inc. Convertible debenture (i) 177,192 — — (177,192 ) — — A2ZCryptoCap Inc. Shares (ii) 10,632 — — (4,583 ) — 6,049 Lions Bay Fund Shares (iii) 418,298 443,138 — 24,840 — — Royal Bank of Canada Guaranteed Investment Certificate (iv) — — 744,500 — 11,600 756,100 827,612 443,138 744,500 (378,425 ) 11,600 762,149 Current 756,100 Non-Current 6,049 762,149 Entity Instrument Note Balance at December 31, 2021 Proceeds from sale Additions Change in fair value through profit or loss Balance at December 31, 2022 $ $ $ $ $ True Pharma Strip Inc. Shares 197 197 — — — HUGE Shops Shares 157,760 157,760 — — — SciCann Therapeutics Shares 79 79 — — — Solarvest BioEnergy Inc. Shares (i) 366,792 — — (145,302 ) 221,490 Solarvest BioEnergy Inc. Convertible debenture (i) 293,434 — — (116,242 ) 177,192 A2ZCryptoCap Inc. Shares (ii) — — 6,162 4,470 10,632 Lions Bay Fund Shares (iii) — — 395450 22,848 418,298 818,262 158,036 401,612 (234,226 ) 827,612 Current — Non-Current 827,612 827,612 |
Intangible assets (Tables)
Intangible assets (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Intangible assets | |
Schedule of intangible assets | Innovet Prismic Lucid Total Cost $ $ $ $ As at December 31, 2021 500,000 19,201,493 6,314,571 26,016,064 Additions 250,000 — — 250,000 As at December 31, 2022 750,000 19,201,493 6,314,571 26,266,064 Impairment (750,000 ) (19,201,493 ) — (19,951,493 ) As at December 31, 2023 — — 6,314,571 6,314,571 Accumulated amortization As at December 31, 2021 79,409 9,617,361 117,555 9,814,325 Amortization 150,524 3,840,261 420,665 4,411,450 As at December 31, 2022 229,933 13,457,622 538,220 14,225,775 Amortization 39,971 1,904,348 420,664 2,364,983 Impairment (269,904 ) (15,361,970 ) — (15,631,874 ) As at December 31, 2023 — — 958,884 958,884 Net book value As at December 31, 2022 520,067 5,743,871 5,776,351 12,040,289 As at December 31, 2023 — — 5,355,687 5,355,687 |
Trade and other payables (Table
Trade and other payables (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Trade and other payables | |
Schedule of trade and other payables | December 31, 2023 December 31, 2022 $ $ Trade payables 3,240,658 2,760,002 Accrued liabilities (i) 954,371 4,348,417 4,195,029 7,108,419 |
Schedule of accrued liabilities | December 31, 2023 December 31, 2022 $ $ External research and development fees — 3,531,996 Operational expenses 71,953 92,783 Professional and other fees 473,225 314,445 Accrued interest 409,193 409,193 954,371 4,348,417 |
Warrants Liability (Tables)
Warrants Liability (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Schedule of fair black scholes warrants liability | December 31, 2023 December 31, 2022 Share price $ 0.92 $ 0.79 Exercise price $ 4.26 $ 4.26 Expected dividend yield — — Risk free interest rate 3.91 % 4.07 % Expected life 1.60 2.60 Expected volatility 66 % 96 % |
Share capital (Tables)
Share capital (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Share capital | |
Schedule of changes in share capital | Class A shares Class B shares Warrants # $ # $ # $ Balance, December 31, 2020 72 151,588 19,161,620 103,056,538 6,749,109 4,968,958 Shares issued [a] — — 15,480,462 38,341,407 — — Share-based payments [b] — — 1,462,558 3,751,412 100,000 98,513 Share cancellation [b] — — (156,278 ) — — — Lucid acquisition [c] — — 4,502,392 7,023,732 112,162 70,563 Warrants expired — — — — (4,476 ) (617 ) Balance, December 31, 2021 72 151,588 40,450,754 152,173,089 6,956,795 5,137,417 Share repurchase [d] — — (1,999,800 ) (7,523,117 ) — — Share-based payments [e] — — 158,144 169,500 — — Share cancellation [f] — — (504,888 ) (1,752,090 ) — — PSU converted to shares — — 400,000 191,590 — — Warrants expired — — — — (474,702 ) (2,995,017 ) Balance, December 31, 2022 72 151,588 38,504,210 143,258,972 6,482,093 2,142,400 Plan of arrangement [k] — 34 23 — — — Share repurchase [g] — — (1,904,700 ) (7,165,356 ) — — Share-based payments [j] — — 36,086 36,000 — — Share options exercised [i] — — 21,000 33,247 — — PSU converted to shares — — 2,720,104 1,464,000 — — Warrants issued [h] — — — — 3,975,000 1,372,763 Warrants expired — — — — (133,050 ) (791,807 ) Balance, December 31, 2023 72 151,622 39,376,723 137,626,863 10,324,043 2,723,356 |
Schedule of changes in warrants outstanding and weighted average exercise price | Number of warrants Weighted average exercise price # C$ Outstanding as at December 31, 2020 6,749,109 5.62 Issued 212,162 1.93 Expired (4,476 ) 5.43 Outstanding as at December 31, 2021 6,956,795 5.50 Expired (474,702 ) 8.54 Outstanding as at December 31, 2022 6,482,093 5.48 Issued 3,975,000 4.55 Expired (133,050 ) 4.01 Outstanding as at December 31, 2023 10,324,043 5.05 |
Schedule of fair value assumptions of warrants outstanding | 2023 2021 Grant date share price C$1.44 - C$2.29 C$2.00 - C$2.04 Exercise price C$1.50 - C$10.82 C$1.53 - C$2.50 Expected dividend yield — — Risk free interest rate 3.08% - 4.26% 0.43% - 0.46% Expected life 0.75 - 5 years 1.19 - 2 years Expected volatility 64% - 109% 88% - 129% |
Schedule of number of warrants outstanding and exercise price | Exercise price Number outstanding Expiry Date C$ # March 14, 2024 (i) 2.45 200,000 March 14, 2024 (i) 5.63 100,000 March 14, 2024 (i) 10.58 200,000 March 30, 2024 (i) 1.98 300,000 March 30, 2024 (i) 3.97 250,000 March 30, 2024 (i) 5.95 250,000 May 24, 2024 (i) 1.98 50,000 February 27, 2025 (i) 2.31 400,000 February 27, 2025 (i) 5.29 400,000 February 27, 2025 (i) 10.58 200,000 March 15, 2025 1.50 37,500 March 15, 2025 3.00 37,500 March 23, 2025 1.50 50,000 March 24, 2025 (i) 2.31 400,000 March 24, 2025 (i) 5.29 400,000 March 24, 2025 (i) 10.58 200,000 May 4, 2025 26.73 3,730 May 10, 2025 26.73 1,865 May 17, 2025 26.73 3,730 May 31, 2025 26.73 1,865 June 8, 2025 9.65 1,500,000 August 6, 2025 (i) 5.63 1,381,215 October 20, 2025 (i) 3.44 3,454,543 January 16, 2026 26.73 1,722 January 20, 2026 26.73 373 May 15, 2028 1.50 500,000 5.05 10,324,043 Exercise price Number outstanding Expiry Date C$ # May 20, 2023 16.08 7,311 June 23, 2023 2.50 100,000 July 24, 2023 13.07 3,357 September 11, 2023 5.43 22,382 May 4, 2025 26.73 3,730 May 10, 2025 26.73 1,865 May 17, 2025 26.73 3,730 May 31, 2025 26.73 1,865 June 8, 2025 9.65 1,500,000 August 6, 2025 (i) 5.77 1,381,215 October 20, 2025 (i) 3.52 3,454,543 January 16, 2026 26.73 1,722 January 20, 2026 26.73 373 5.48 6,482,093 Exercise price Number outstanding Expiry Date C$ # May 24, 2022 18.09 163,535 September 15, 2022 4.42 199,005 November 30, 2022 1.21 46,242 December 31, 2022 2.43 65,920 May 20, 2023 16.08 7,311 June 23, 2023 2.50 100,000 July 24, 2023 13.07 3,357 September 11, 2023 5.43 22,382 May 4, 2025 26.73 3,730 May 10, 2025 26.73 1,865 May 17, 2025 26.73 3,730 May 31, 2025 26.73 1,865 June 8, 2025 9.65 1,500,000 August 6, 2025 (i) 5.40 1,381,215 October 20, 2025 (i) 3.30 3,454,543 January 16, 2026 26.73 1,722 January 30, 2026 26.73 373 5.50 6,956,795 |
Sharebased compensation (Tables
Sharebased compensation (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Sharebased compensation | |
Schedule of stock options granted | Number of options Weighted average exercise price # C$ Outstanding as at December 31, 2022 418,529 3.71 Granted 2,488,000 1.52 Forfeited (123,500 ) 2.09 Exercised (21,000 ) 1.30 Expired (301,414 ) 4.03 Outstanding as at December 31, 2023 2,460,615 1.56 Exercisable as at December 31, 2023 2,396,863 1.54 Number of options Weighted average exercise price # C$ Outstanding as at December 31, 2021 3,224,859 2.75 Granted 60,000 1.30 Forfeited (4,000 ) 3.75 Expired (42,226 ) 3.71 Cancelled (2,820,104 ) 2.56 Outstanding as at December 31, 2022 418,529 3.71 Exercisable as at December 31, 2022 416,271 3.71 Number of options Weighted average exercise price # C$ Outstanding as at December 31, 2020 1,693,063 6.11 Granted 2,841,086 2.26 Forfeited (47,500 ) 4.83 Expired (953,803 ) 4.87 Cancelled (307,987 ) 9.85 Outstanding as at December 31, 2021 3,224,859 2.75 Exercisable as at December 31, 2021 3,197,601 2.72 |
Schedule of fair values of options granted using the Black-Scholes option pricing model | 2023 2022 2021 Grant date share price C$1.28 - C$2.48 C$1.19 C$1.96 — C$2.85 Exercise price C$1.30 - C$2.45 C$1.30 C$1.70 — C$4.25 Expected dividend yield — — — Risk free interest rate 2.91% - 3.99% 2.87 % 0.34% — 1.10% Expected life 3 - 5 years 3 years 2 — 6 years Expected volatility 95% - 110% 112 % 116% — 132% |
Schedule of number and weighted average remaining contractual life of outstanding and exercisable share options | Options outstanding Options exercisable Exercise price Number outstanding Weighted average remaining contractual life [years] Exercise price Number exercisable C$ # # C$ # 1.30 2,000,000 4.07 1.30 2,000,000 1.70 67,980 1.87 1.70 67,980 2.25 50,002 0.42 2.25 50,000 2.31 15,000 2.16 2.31 15,000 2.31 15,000 2.23 2.31 15,000 2.45 294,000 2.15 2.45 231,500 2.91 5,150 2.00 2.91 5,150 3.75 5,000 0.21 3.75 5,000 3.86 5,000 2.86 3.86 3,750 50.25 3,483 0.28 50.25 3,483 1.56 2,460,615 3.66 1.54 2,396,863 Options outstanding Options exercisable Exercise price Number outstanding Weighted average remaining contractual life [years] Exercise price Number exercisable C$ # # C$ # 1.30 60,000 2.58 1.30 60,000 1.70 103,453 2.21 1.70 103,453 2.25 168,898 1.04 2.25 168,898 2.61 12,687 0.49 2.61 12,683 2.91 5,150 3.00 2.91 5,150 3.75 5,000 1.21 3.75 5,000 3.86 5,000 3.86 3.86 2,750 5.43 16,265 0.49 5.43 16,264 10.65 3,731 0.49 10.65 3,730 13.07 10,856 0.49 13.07 10,855 13.47 1,418 0.49 13.47 1,418 16.08 18,410 0.49 16.08 18,409 17.89 4,178 0.49 17.89 4,178 50.25 3,483 1.28 50.25 3,483 3.71 418,529 1.52 3.71 416,271 Options outstanding Options exercisable Exercise price Number outstanding Weighted average remaining contractual life [years] Exercise price Number exercisable C$ # # C$ # 1.70 154,953 3.46 1.70 154,953 2.25 2,559,995 2.42 2.25 2,559,995 2.61 12,684 1.49 2.61 12,683 2.91 5,150 4.00 2.91 5,150 3.75 10,500 3.92 3.75 6,500 3.86 256,245 3.21 3.86 252,993 4.42 99,503 0.71 4.42 99,502 4.75 15,000 3.29 4.75 15,000 5.43 16,265 1.49 5.43 16,264 7.63 50,000 4.00 7.63 30,000 10.65 3,731 1.49 10.65 3,730 13.07 10,856 1.49 13.07 10,855 13.47 1,418 1.49 13.47 1,418 16.08 18,410 1.49 16.08 18,409 17.89 4,178 1.49 17.89 4,178 18.09 2,488 1.24 18.09 2,488 50.25 3,483 2.28 50.25 3,483 2.75 3,224,859 2.50 2.72 3,197,601 |
Schedule of fair values of PSUs granted using the Black-Scholes option pricing model | Number of PSUs # Outstanding as at December 31, 2021 — Granted 2,820,104 Converted to Class B Common shares (400,000 ) Outstanding as at December 31, 2022 2,420,104 Granted 400,000 Forfeited (100,000 ) Converted to Class B Common shares (2,720,104 ) Outstanding as at December 31, 2023 — |
Schedule of share-based compensation | For the years ended December 31, 2023 2022 2021 $ $ $ Share options 1,951,757 69,780 3,594,005 PSUs 458,253 1,291,978 98,513 Class B Common Shares issued for services 36,000 169,500 174,537 Class B Common Shares issued for compensation — — 3,576,875 Warrants issued for services 1,372,763 — — Other (i) 16,702 — — 3,835,475 1,531,258 7,443,930 |
Non-controlling interests (Tabl
Non-controlling interests (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Schedule of reconciliation of non controlling interest | $ Balance, December 31, 2022 — Initial recognition of non-controlling interests (24,467 ) Share-based payments 16,702 Deemed dividend (Note 13) 8,673 Comprehensive loss for the period (328,409 ) Balance, December 31, 2023 (327,501 ) |
Loss per share (Tables)
Loss per share (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Schedule of loss per share | December 31, 2023 December 31, 2022 December 31, 2021 # # # Warrants 10,324,043 6,482,093 6,956,795 Share Options 2,460,615 418,529 3,224,859 PSUs — 2,420,104 — 12,784,658 9,320,726 10,181,654 |
General and administrative (Tab
General and administrative (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
General and administrative | |
Schedule of general and administrative expense | For thee years ended December 31, 2023 2022 2021 $ $ $ Professional fees 3,248,233 5,208,356 6,256,165 General office, insurance and administration expenditures 2,294,476 2,838,303 3,479,801 Consulting fees 1,305,434 1,452,070 2,196,812 Salaries, wages and benefits 1,855,087 2,798,074 2,856,887 Investor relations 665,915 1,495,695 1,642,653 Building and facility costs — 519,954 759,590 Foreign exchange (gain) loss (336,421 ) 1,323,242 146,587 9,032,724 15,635,694 17,338,495 Allocated to: Continuing operations 9,032,724 14,450,094 15,926,103 Discontinued operations — 1,185,600 1,412,392 |
Segment information (Tables)
Segment information (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Schedule of asset and income by segment | As at December 31, 2023 Biopharmaceutical Strategic Investments Consolidated $ $ $ Current assets 4,516,910 7,187,988 11,704,898 Non-current assets 5,482,157 907,366 6,389,523 Current liabilities 4,565,566 619,593 5,185,159 Non-current liabilities — — — As at December 31, 2022 Biopharmaceutical Strategic Investments Consolidated $ $ $ Current assets 18,087,292 — 18,087,292 Non-current assets 13,128,826 7,431,656 20,560,482 Current liabilities 7,830,432 237,118 8,067,550 Non-current liabilities 38,004 — 38,004 For the year ended December 31, 2023 Biopharmaceutical Strategic Investments Consolidated $ $ $ Interest income (675,731 ) (110,632 ) (786,363 ) Total operating expenses 23,169,675 619,823 23,789,498 Net loss (18,204,886 ) (25,702 ) (18,230,588 ) For the year ended December 31, 2022 Biopharmaceutical Strategic Investments Consolidated $ $ $ Interest income (344,294 ) (23,441 ) (367,735 ) Total operating expenses 26,798,301 631,310 27,429,611 Net loss (23,541,030 ) (65,798 ) (23,606,828 ) |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Taxes | |
Schedule of provision for income taxes | 2023 2022 2021 $ $ $ Loss from continuing operations before income taxes (18,230,588 ) (26,703,662 ) (33,937,956 ) Statutory federal and provincial tax rate 26.50 % 26.50 % 26.50 % Income tax recovery at the statutory tax rate (4,831,106 ) (7,076,470 ) (8,993,558 ) Permanent differences 2,557,822 1,639,590 3,758,401 Book to filing adjustments (119,668 ) 438,255 75,474 Share issuance cost booked directly to equity — — (377,378 ) Impact of tax rate changes (42,277 ) — — Foreign exchange (582,404 ) 1,044,135 (120 ) Change in tax benefits not recognized 3,017,633 3,954,490 5,537,181 — — — |
Schedule of temporary differences for which no deferred tax asset is recognised | 2023 2022 2021 $ $ $ Non-capital losses - Canada 88,880,329 77,271,986 63,216,617 Net-operating loss - US 5,073,156 5,120,395 5,111,610 Unrealized foreign exchange loss — 94,733 94,733 Share-issuance costs 1,046,315 2,045,027 3,349,261 Capital losses carried forward 3,534,651 — — Other investments 2,528,001 5,542,253 5,308,027 IFRS 16 5,814 37,439 87,050 Property, plant and equipment 849,854 324,798 167,653 Total 101,918,120 90,436,631 77,334,951 |
Schedule of non-capital loss carryforwards | $ 2038 6,203,680 2039 10,989,236 2040 22,067,467 2041 19,735,799 Thereafter 29,884,147 88,880,329 |
Related party transactions (Tab
Related party transactions (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Related party transactions | |
Schedule of key management personnel compensation | 2023 2022 2021 $ $ $ Salaries, benefits, bonuses and consulting fees 1,395,096 1,839,441 2,075,893 Share-based payments 1,980,732 1,345,952 6,881,641 Total 3,375,828 3,185,393 8,957,534 |
Nature of business (Details)
Nature of business (Details) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Lucid Psycheceuticals Inc. [Member] | |||
Statement [Line Items] | |||
Country | Canada | ||
Ownership percentage | 100% | 100% | 100% |
Prismic Pharmaceuticals Inc. [Member] | |||
Statement [Line Items] | |||
Country | USA | ||
Ownership percentage | 100% | 100% | 100% |
FV Pharma Inc. | |||
Statement [Line Items] | |||
Country | Canada | ||
Ownership percentage | 100% | 100% | 100% |
FSD Strategic Investments Inc. | |||
Statement [Line Items] | |||
Country | Canada | ||
Ownership percentage | 100% | 100% | 0% |
FSD Pharma Australia Pty Ltd [Member] | |||
Statement [Line Items] | |||
Country | Australia | ||
Ownership percentage | 100% | 100% | 0% |
Celly Nutrition Corp. | |||
Statement [Line Items] | |||
Country | Canada | ||
Ownership percentage | 26.15% | 0% | 0% |
FSD Biosciences Inc. [Member] | |||
Statement [Line Items] | |||
Country | USA | ||
Ownership percentage | 100% | 100% | 100% |
Nature of business (Details Nar
Nature of business (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |
Nov. 30, 2023 | Jul. 31, 2023 | Dec. 31, 2023 | |
Nature of business | |||
Accumulated deficit | $ 157,900,000 | ||
Net loss | 18,200,000 | ||
Working capital surplus | $ 6,500,000 | ||
FSD received common shares | 200,000,000 | ||
Common share-split | 2:1 share-split | ||
Common shares issue | 200,000,000 | ||
Acquired share percent | 34.66% | ||
Gross proceeds | $ 1,000,000 | ||
Distribution description | Company distributed 45,712,529 of its 200,000,000 shares of Celly to its shareholders | ||
Accrued interest rate | 10% | ||
Common shares deemed outstanding | 25% |
Material accounting policies (D
Material accounting policies (Details Narrative) | 12 Months Ended |
Dec. 31, 2023 | |
Computer equipment | |
Statement [Line Items] | |
Description of useful life, property, plant and equipment | 3 years |
Furniture and fixtures | |
Statement [Line Items] | |
Description of useful life, property, plant and equipment | 3 – 10 years |
Lease improvements | |
Statement [Line Items] | |
Description of useful life, property, plant and equipment | Over the term of the lease |
Intellectual Property | |
Statement [Line Items] | |
Description of useful life, property, plant and equipment | 5 – 15 years |
Acquisition of Lucid (Details)
Acquisition of Lucid (Details) | 1 Months Ended |
Sep. 21, 2021 $ / shares | |
Stock Options Member | |
Statement [Line Items] | |
Grant date share price | $ 1.56 |
Annualized volatility | 124% |
Warrant Bottom Member | |
Statement [Line Items] | |
Exercise price | $ 0.96 |
Expected life (years) | 1 year 2 months 8 days |
Warrant Top Member | |
Statement [Line Items] | |
Exercise price | $ 1.93 |
Expected life (years) | 1 year 3 months 10 days |
Stock Options Top Member | |
Statement [Line Items] | |
Exercise price | $ 2.31 |
Expected life (years) | 4 years 3 months 10 days |
Risk free interest rate | 0.79% |
Stock Options Bottom Member | |
Statement [Line Items] | |
Exercise price | $ 1.35 |
Expected life (years) | 2 years 2 months 23 days |
Risk free interest rate | 0.43% |
Warrant Member | |
Statement [Line Items] | |
Grant date share price | $ 1.56 |
Risk free interest rate | 0.43% |
Annualized volatility | 88% |
Acquisition of Lucid (Details 1
Acquisition of Lucid (Details 1) | Dec. 31, 2023 USD ($) |
Acquisition of Lucid | |
Cash and cash equivalents | $ 768,964 |
Other receivables | 271,564 |
Prepaid expenses and deposits | 167,776 |
Intangible assets | 6,186,251 |
Trade and other payables | 103,824 |
Consideration transferred, acquisition-date fair value | $ 7,290,731 |
Acquisition of Lucid (Details N
Acquisition of Lucid (Details Narrative) | 1 Months Ended | 12 Months Ended | ||
Sep. 21, 2021 USD ($) $ / shares shares | Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Statement [Line Items] | ||||
Acquisition related costs | $ 0 | $ 0 | $ 768,964 | |
Lucid Psycheceuticals Inc. [Member] | ||||
Statement [Line Items] | ||||
Consideration transferred, acquisition-date fair value | $ 7,290,731 | |||
Ownership interest | 4.50% | |||
Acquisition related costs | $ 128,320 | |||
Lucid Psycheceuticals Inc. [Member] | Represents Class B subordinate voting shares member. | ||||
Statement [Line Items] | ||||
Consideration transferred, acquisition-date fair value | $ 7,023,732 | |||
Issued on acquisition of net assets of Prismic Pharmaceuticals, Inc (shares) | shares | shares | 4,502,392 | |||
Share issue price per share | $ / shares | $ 1.56 | |||
Number of instruments or interests issued or issuable | 304,880 | |||
Lucid Psycheceuticals Inc. [Member] | Stock Options Member | ||||
Statement [Line Items] | ||||
Consideration transferred, acquisition-date fair value | $ 196,436 | |||
Issued on acquisition of net assets of Prismic Pharmaceuticals, Inc (shares) | shares | shares | 161,091 | |||
Lucid Psycheceuticals Inc. [Member] | Represents information of warrant. | ||||
Statement [Line Items] | ||||
Consideration transferred, acquisition-date fair value | $ 70,563 | |||
Issued on acquisition of net assets of Prismic Pharmaceuticals, Inc (shares) | shares | shares | 112,162 |
Discontinued operations (Detail
Discontinued operations (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Statement [Line Items] | |||
General and administrative | $ 9,032,724 | $ 14,450,094 | $ 15,926,103 |
Total operating expenses | 23,789,498 | 27,429,611 | 33,743,660 |
Net income (loss) from discontinued operations | $ 0 | 3,096,834 | (1,347,473) |
Discontinued Operations [Member] | |||
Statement [Line Items] | |||
General and administrative | 1,185,600 | 1,412,392 | |
Total operating expenses | 1,185,600 | 1,412,392 | |
Loss from discontinued operations | (1,185,600) | (1,412,392) | |
Other income | (32,852) | (64,919) | |
Gain on sale of property and plant | (4,249,582) | 0 | |
Net income (loss) from discontinued operations | $ 3,096,834 | $ (1,347,473) |
Discontinued operations (Deta_2
Discontinued operations (Details 1) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Statement [Line Items] | |||
Net income (loss) from discontinued operations | $ 0 | $ 3,096,834 | $ (1,347,473) |
Other receivables | 159,585 | 215,175 | (106,880) |
Trade and other payables | 2,049,799 | (699,778) | 3,604,766 |
Cash used in operating activities | (10,827,264) | (28,333,273) | (20,746,223) |
Cash provided by investing activities | $ (269,579) | 12,123,408 | 268,964 |
Discontinued Operations [Member] | |||
Statement [Line Items] | |||
Net income (loss) from discontinued operations | 3,096,834 | (1,347,473) | |
Gain on sale of property and plant | (4,249,582) | 0 | |
Other receivables | (88,588) | 38,822 | |
Prepaid expenses and deposits | 98,354 | (20,091) | |
Trade and other payables | 0 | (53,299) | |
Cash used in operating activities | (1,142,982) | (1,382,041) | |
Proceeds from sale of property and plant, net | 12,730,942 | 0 | |
Cash provided by investing activities | $ 12,730,942 | $ 0 |
Discontinued operations (Deta_3
Discontinued operations (Details Narrative) - Discontinued Operations [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Statement [Line Items] | ||
Selling Expenses | $ 616,002 | |
Total consideration of property | 12,730,942 | |
Gain on sale of property and plant | $ (4,249,582) | $ 0 |
Other receivables (Details)
Other receivables (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Other receivables | ||
Sales tax recoverable | $ 209,550 | $ 279,333 |
Interest receivable | 15,511 | 95,044 |
Other receivables | 3,703 | 0 |
Other receivables Net | $ 228,764 | $ 374,377 |
Prepaid expenses and deposits_2
Prepaid expenses and deposits (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Research and development | $ 30,705 | $ 308,502 |
Insurance | 60,999 | 95,697 |
Other prepaids and deposits | 63,709 | 67,938 |
Prepaid expenses and deposits | $ 155,413 | $ 472,137 |
Finance receivables (Details)
Finance receivables (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Finance receivables | ||
Balance - January 1, 2022 | $ 7,431,656 | $ 7,431,656 |
Additions | 1,021,489 | 7,805,825 |
Add: Interest income | 568,919 | 183,037 |
Less: Interest payments | (597,986) | (149,906) |
Less: Principal payments | (526,107) | (203,077) |
Effects of foreign exchange | (197,383) | (204,223) |
Balance - December 31, 2022 | 7,431,656 | $ 7,434,656 |
Current | 7,187,988 | |
Non-current | 907,366 | |
Balance - December 31, 2023 | $ 8,095,354 |
Finance receivables (Details 1)
Finance receivables (Details 1) | Dec. 31, 2023 USD ($) |
Finance receivables | |
Minimum payments receivable | $ 8,527,569 |
Unearned income | (432,215) |
Net investment | 8,095,354 |
Allowance for credit losses | 0 |
Finance receivables, net | $ 8,095,354 |
Investments (Details)
Investments (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Statement [Line Items] | ||
Begining balance | $ 827,612 | $ 818,262 |
Proceeds from sale | 443,138 | 158,036 |
Current | 756,100 | 0 |
Non current | 6,049 | 827,612 |
Additions | 744,500 | 401,612 |
Effects of foreign exchange | 11,600 | |
Investments | 762,149 | 827,612 |
Change in fair value through profit or loss | (378,425) | (234,226) |
Ending balance | 762,149 | 827,612 |
Lions Bay Fund [Member] | Ordinary shares [member] | ||
Statement [Line Items] | ||
Begining balance | 418,298 | 197 |
Proceeds from sale | 443,138 | 0 |
Additions | 0 | 395,450 |
Effects of foreign exchange | 0 | |
Investments | 0 | 418,298 |
Change in fair value through profit or loss | 24,840 | 22,848 |
Ending balance | 0 | 418,298 |
Solarvest Bio Energy Inc [Member] | Convertible Debenture [Member] | ||
Statement [Line Items] | ||
Begining balance | 177,192 | 293,434 |
Proceeds from sale | 0 | 0 |
Additions | 0 | 0 |
Effects of foreign exchange | 0 | |
Investments | 0 | 177,192 |
Change in fair value through profit or loss | (177,192) | (116,242) |
Ending balance | 0 | 177,192 |
Royal Bank of Canada [Member] | Guaranteed Investment Certificate [Member] | ||
Statement [Line Items] | ||
Begining balance | 0 | |
Proceeds from sale | 0 | |
Additions | 744,500 | |
Effects of foreign exchange | 11,600 | |
Investments | 756,100 | 0 |
Change in fair value through profit or loss | 0 | |
Ending balance | 756,100 | 0 |
A Two Zcryptocap Inc Point [Member] | Ordinary shares [member] | ||
Statement [Line Items] | ||
Begining balance | 10,632 | 0 |
Proceeds from sale | 0 | 0 |
Additions | 0 | 6,162 |
Effects of foreign exchange | 0 | |
Investments | 6,049 | 10,632 |
Change in fair value through profit or loss | (4,583) | 4,470 |
Ending balance | 6,049 | 10,632 |
Solarvest Bio Energy Inc [Member] | Ordinary shares [member] | ||
Statement [Line Items] | ||
Begining balance | 221,490 | 366,792 |
Proceeds from sale | 0 | 0 |
Additions | 0 | 0 |
Effects of foreign exchange | 0 | |
Investments | 0 | 221,490 |
Change in fair value through profit or loss | (221,490) | (145,302) |
Ending balance | 0 | 221,490 |
HUGE Shops | Ordinary shares [member] | ||
Statement [Line Items] | ||
Begining balance | 0 | 157,760 |
Proceeds from sale | 157,760 | |
Additions | 0 | |
Investments | 0 | |
Change in fair value through profit or loss | 0 | |
Ending balance | 0 | |
SciCann Therapeutics Inc | Ordinary shares [member] | ||
Statement [Line Items] | ||
Begining balance | 0 | 79 |
Proceeds from sale | 79 | |
Additions | 0 | |
Investments | 0 | |
Change in fair value through profit or loss | 0 | |
Ending balance | 0 | |
True Pharma Strip Inc [Member] | Ordinary shares [member] | ||
Statement [Line Items] | ||
Begining balance | $ 0 | |
Proceeds from sale | 197 | |
Additions | 0 | |
Investments | 0 | |
Change in fair value through profit or loss | 0 | |
Ending balance | $ 0 |
Investments (Details Narrative)
Investments (Details Narrative) | 1 Months Ended | 12 Months Ended | |||||
Aug. 09, 2023 USD ($) | Jun. 23, 2022 $ / shares shares | Dec. 31, 2023 USD ($) shares | Dec. 31, 2023 CAD ($) $ / shares shares | Dec. 31, 2022 USD ($) $ / shares | Dec. 31, 2021 USD ($) | Dec. 31, 2022 $ / shares | |
Statement [Line Items] | |||||||
Convertible debenture of principal amount | $ 2,400,000 | ||||||
Common stock shares, hold | shares | 3,000,000 | 3,000,000 | |||||
Miturity date | May 30, 2024 | May 30, 2024 | |||||
Shares price per shares | (per share) | $ 0.10 | $ 0.10 | $ 0.10 | ||||
Converted solarvest share price | $ / shares | $ 0.10 | ||||||
Quoted Market Price Of Investments | $ / shares | $ 0.18 | ||||||
Number Of Shares Acquired | shares | 80,000 | ||||||
Purchase of notes | $ 744,500 | $ 401,612 | $ 0 | ||||
Proceeds from sales of investments | $ 443,138 | 158,036 | |||||
Lions Bay Fund [Member | |||||||
Statement [Line Items] | |||||||
Investment In Fund | 395,450 | ||||||
Proceeds from sales of investments | 443,138 | ||||||
Recognized gain | $ 24,840 | ||||||
Guaranteed Investment Certificate [Member] | |||||||
Statement [Line Items] | |||||||
Miturity date | Aug. 09, 2024 | ||||||
Purchase of notes | $ 744,500 |
Intangible assets (Details)
Intangible assets (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Statement [Line Items] | ||
Intangible assets | $ 5,355,687 | $ 12,040,289 |
Cost [Member] | ||
Statement [Line Items] | ||
Begining balance | 26,266,064 | 26,016,064 |
Additions | 250,000 | |
Impairment | (19,951,493) | |
Ending balance | 6,314,571 | 26,266,064 |
Innovet [Member] | ||
Statement [Line Items] | ||
Intangible assets | 0 | 520,067 |
Innovet [Member] | Costs [Member] | ||
Statement [Line Items] | ||
Begining balance | 750,000 | 500,000 |
Additions | 250,000 | |
Impairment | (750,000) | |
Ending balance | 0 | 750,000 |
Prismic [Member] | ||
Statement [Line Items] | ||
Intangible assets | 0 | 5,743,871 |
Prismic [Member] | Cost [Member] | ||
Statement [Line Items] | ||
Begining balance | 19,201,493 | 19,201,493 |
Additions | 0 | |
Impairment | (19,201,493) | |
Ending balance | 0 | 19,201,493 |
Lucid [Member] | ||
Statement [Line Items] | ||
Intangible assets | 5,355,687 | 5,776,351 |
Lucid [Member] | Cost [Member] | ||
Statement [Line Items] | ||
Begining balance | 6,314,571 | 6,314,571 |
Additions | 0 | |
Impairment | 0 | |
Ending balance | 6,314,571 | 6,314,571 |
Accumulated depreciation and amortisation [member] | ||
Statement [Line Items] | ||
Begining balance | 14,225,775 | 9,814,325 |
Additions | 2,364,983 | 4,411,450 |
Impairment | (15,631,874) | |
Ending balance | 958,884 | 14,225,775 |
Accumulated depreciation and amortisation [member] | Innovet [Member] | ||
Statement [Line Items] | ||
Begining balance | 229,933 | 79,409 |
Additions | 39,971 | 150,524 |
Impairment | (269,904) | |
Ending balance | 0 | 229,933 |
Accumulated depreciation and amortisation [member] | Prismic [Member] | ||
Statement [Line Items] | ||
Begining balance | 13,457,622 | 9,617,361 |
Additions | 1,904,348 | 3,840,261 |
Impairment | (15,361,970) | |
Ending balance | 0 | 13,457,622 |
Accumulated depreciation and amortisation [member] | Lucid [Member] | ||
Statement [Line Items] | ||
Begining balance | 538,220 | 117,555 |
Additions | 420,664 | 420,665 |
Impairment | 0 | |
Ending balance | $ 958,884 | $ 538,220 |
Intangible assets (Details Narr
Intangible assets (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Statement [Line Items] | |||
Impairment loss | $ 4,555,805 | $ 0 | $ 0 |
Innovet Lincense Agreement [Member | |||
Statement [Line Items] | |||
Impairment loss | 480,096 | ||
Licensed Compound UltraMicro [Member] | |||
Statement [Line Items] | |||
Impairment loss | $ 3,839,523 |
Trade and other payables (Detai
Trade and other payables (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Trade and other payables | ||
Trade payables | $ 3,240,658 | $ 2,760,002 |
Accrued liabilities | 954,371 | 4,348,417 |
Trade and other payables | $ 4,195,029 | $ 7,108,419 |
Trade and other payables (Det_2
Trade and other payables (Details 1) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Trade and other payables | ||
External research and development fees | $ 0 | $ 3,531,996 |
Operational expenses | 71,953 | 92,783 |
Professional and other fees | 473,225 | 314,445 |
Accrued interest | 409,193 | 409,193 |
Accrued liabilities | $ 954,371 | $ 4,348,417 |
Warrants Liability (Details)
Warrants Liability (Details) - Warranty Liability Member - $ / shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Statement [Line Items] | ||
Share Price | $ 0.92 | $ 0.79 |
Exercise price | $ 4.26 | $ 4.26 |
Risk free interest rate | 3.91% | 4.07% |
Expected life (years) | 1 year 7 months 6 days | 2 years 7 months 6 days |
Expected volatility | 66% | 96% |
Warrants Liability (Details Nar
Warrants Liability (Details Narrative) - Warranty Liability Member - USD ($) | 1 Months Ended | 12 Months Ended | |
Aug. 31, 2020 | Dec. 31, 2023 | Dec. 31, 2022 | |
Statement [Line Items] | |||
Issuance of common stock of direct offering | 2,762,430 | ||
Issuance of warrants of direct offering | 1,381,215 | ||
Proceeds from direct offering | $ 9,999,997 | ||
Exercise price of warrants issued | $ 4.26 | ||
Warrants Liability | $ 31,338 | $ 243,594 | |
Gain on change in fair value | $ 212,256 | $ 521,809 |
Share capital (Details)
Share capital (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Sep. 21, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Statement [Line Items] | ||||
Balance, amount | $ 30,542,220 | $ 54,131,038 | $ 36,308,583 | |
Shares issued amount | 38,341,407 | |||
Shares based payment (shares) | 36,086 | |||
Shares based payment amount | $ 1,384,970 | |||
Share cancellation shares | 1,904,700 | 1,999,800 | ||
Lucid acquisition shares | 112,162 | |||
Balance, amount | $ 12,909,262 | $ 30,542,220 | $ 54,131,038 | |
Share options exercised shares | 21,000 | |||
Share options exercised amount | $ 20,247 | |||
Represents information of warrant. | ||||
Statement [Line Items] | ||||
Begininig balance shares | 6,482,093 | 6,956,795 | 6,749,109 | |
Balance, amount | $ 2,142,400 | $ 5,137,417 | ||
Shares issued amount | $ 1,372,763 | $ 0 | ||
Shares issued shares | 3,975,000 | 0 | ||
Warrants expired shares | (133,050) | (474,702) | (4,476) | |
Warrants expired amount | $ (791,807) | $ (2,995,017) | $ (617) | |
Shares Repurchase | 0 | $ 0 | ||
Plan of arrangement | 0 | |||
Shares based payment (shares) | 0 | 100,000 | ||
Shares based payment amount | $ 0 | $ 0 | $ 98,513 | |
Share cancellation shares | 0 | 0 | ||
Share cancellation amount | $ 0 | $ 0 | ||
Lucid acquisition amount | $ 70,563 | |||
Lucid acquisition shares | 112,162 | |||
Ending balance shares | 10,324,043 | 6,482,093 | 6,956,795 | |
Balance, amount | $ 2,723,356 | $ 2,142,400 | $ 5,137,417 | |
Share options exercised amount | 0 | |||
PSU converted to amount | $ 0 | $ 0 | ||
Class B Common Shares Member | ||||
Statement [Line Items] | ||||
Begininig balance shares | 38,504,210 | 40,450,754 | 19,161,620 | |
Balance, amount | $ 143,258,972 | $ 152,173,089 | $ 103,056,538 | |
Shares issued amount | 0 | |||
Shares issued shares | 15,480,462 | |||
Warrants expired shares | 0 | |||
Warrants expired amount | 0 | $ 0 | ||
Plan of arrangement | $ 0 | |||
Shares based payment (shares) | 36,086 | 158,144 | 1,462,558 | |
Shares based payment amount | $ 169,500 | $ 3,751,412 | ||
Share cancellation shares | (504,888) | (156,278) | ||
Share cancellation amount | $ (1,752,090) | $ 0 | ||
Lucid acquisition amount | $ 7,023,732 | |||
Lucid acquisition shares | 4,502,392 | |||
Ending balance shares | 39,376,723 | 38,504,210 | 40,450,754 | |
Balance, amount | $ 137,626,863 | $ 143,258,972 | $ 152,173,089 | |
Shares Repurchase shares | (1,904,700) | (1,999,800) | ||
Shares Repurchase amount | $ (7,165,356) | $ (7,523,117) | ||
Plan of arrangement shares | 23 | |||
Share options exercised shares | 21,000 | |||
Share options exercised amount | $ 33,247 | |||
PSU converted to amount | $ 1,464,000 | $ 191,590 | ||
PSU converted to shares | 2,720,104 | 400,000 | ||
Class A Common Shares Member | ||||
Statement [Line Items] | ||||
Begininig balance shares | 72 | 72 | 72 | |
Balance, amount | $ 151,588 | $ 151,588 | $ 151,588 | |
Shares issued amount | 0 | 0 | ||
Warrants expired amount | 0 | 0 | 0 | |
Shares Repurchase | 0 | 0 | ||
Plan of arrangement | $ 34 | 0 | ||
Shares based payment amount | 0 | 0 | ||
Share cancellation amount | $ 0 | 0 | ||
Lucid acquisition amount | $ 0 | |||
Ending balance shares | 72 | 72 | 72 | |
Balance, amount | $ 151,622 | $ 151,588 | $ 151,588 | |
Share options exercised amount | 0 | |||
PSU converted to amount | $ 0 |
Share capital (Details 1)
Share capital (Details 1) - $ / shares | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share capital | |||
Begining balance shares | 6,482,093 | 6,956,795 | 6,749,109 |
Issued | 3,975,000 | 212,162 | |
Expired | (133,050) | (474,702) | (4,476) |
Ending balance | 10,324,043 | 6,482,093 | 6,956,795 |
Weighted average exercise Price warrants Outstanding | $ 5.48 | $ 5.50 | $ 5.62 |
Issued | 4.55 | 1.93 | |
Expired | 4.01 | 8.54 | 5.43 |
Weighted average exercise Price warrants Outstanding | $ 5.05 | $ 5.48 | $ 5.50 |
Share capital (Details 2)
Share capital (Details 2) | 12 Months Ended | |
Dec. 31, 2023 $ / shares $ / shares | Dec. 31, 2021 $ / shares | |
Statement [Line Items] | ||
Expected dividend yield | 0% | 0% |
Top of the range [member] | ||
Statement [Line Items] | ||
Grant date share price | (per share) | $ 2.29 | $ 2.04 |
Exercise price | $ 10.82 | $ 2.50 |
Risk free interest rate | 4.26% | 0.46% |
Expected life | 5 years | 2 years |
Expected volatility | 109% | 129% |
Bottom of the range [member] | ||
Statement [Line Items] | ||
Grant date share price | (per share) | $ 1.44 | $ 2 |
Exercise price | $ 1.50 | $ 1.53 |
Risk free interest rate | 3.08% | 0.43% |
Expected life | 9 months | 1 year 2 months 8 days |
Expected volatility | 64% | 88% |
Share capital (Details 3)
Share capital (Details 3) - $ / shares | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Statement [Line Items] | |||
Exercise Price warrants Outstanding | $ 5.05 | $ 5.48 | $ 5.50 |
Number of warrants Outstanding | 10,324,043 | 6,482,093 | 6,956,795 |
Warrants by expiry date at May 20th 2023. | |||
Statement [Line Items] | |||
Exercise Price warrants Outstanding | $ 16.08 | $ 16.08 | |
Number of warrants Outstanding | 7,311 | ||
Warrants by expiry date at June 23rd 2023. | |||
Statement [Line Items] | |||
Exercise Price warrants Outstanding | $ 2.5 | 2.5 | |
Number of warrants Outstanding | 100,000 | ||
Warrants by expiry date at July 24th 2023. | |||
Statement [Line Items] | |||
Exercise Price warrants Outstanding | $ 13.07 | $ 13.07 | |
Number of warrants Outstanding | 3,357 | 3,357 | |
Warrants by expiry date at September 11th 2023. | |||
Statement [Line Items] | |||
Exercise Price warrants Outstanding | $ 5.43 | $ 5.43 | |
Number of warrants Outstanding | 22,382 | 22,382 | |
Warrants by expiry date at May 4th 2025. | |||
Statement [Line Items] | |||
Exercise Price warrants Outstanding | $ 26.73 | $ 26.73 | |
Number of warrants Outstanding | 3,730 | 3,730 | |
Warrants by expiry date at May 10th 2025. | |||
Statement [Line Items] | |||
Exercise Price warrants Outstanding | $ 26.73 | $ 26.73 | |
Number of warrants Outstanding | 1,865 | 1,865 | |
Warrants by expiry date at May 17th, 2025. | |||
Statement [Line Items] | |||
Exercise Price warrants Outstanding | $ 26.73 | $ 26.73 | |
Number of warrants Outstanding | 3,730 | 3,730 | |
Warrants by expiry date at May 31st 2025. | |||
Statement [Line Items] | |||
Exercise Price warrants Outstanding | $ 26.73 | $ 26.73 | |
Number of warrants Outstanding | 1,865 | 1,865 | |
Warrants by expiry date at August 6th, 2025. | |||
Statement [Line Items] | |||
Exercise Price warrants Outstanding | $ 5.63 | $ 5.77 | $ 5.40 |
Number of warrants Outstanding | 1,381,215 | 1,381,215 | 1,381,215 |
Warrants by expiry date at October 20th, 2025. | |||
Statement [Line Items] | |||
Exercise Price warrants Outstanding | $ 3.44 | $ 3.52 | $ 3.30 |
Number of warrants Outstanding | 3,454,543 | 3,454,543 | 3,454,543 |
Warrants by expiry date at January 16th 2026. | |||
Statement [Line Items] | |||
Exercise Price warrants Outstanding | $ 26.73 | $ 26.73 | |
Number of warrants Outstanding | 1,722 | 1,722 | |
Warrants by expiry date at January 20th 2026. | |||
Statement [Line Items] | |||
Exercise Price warrants Outstanding | $ 26.73 | $ 26.73 | |
Number of warrants Outstanding | 373 | 373 | |
Warrants by expiry date at May 24th 2022 [Member] | |||
Statement [Line Items] | |||
Exercise Price warrants Outstanding | $ 18.09 | ||
Number of warrants Outstanding | 163,535 | ||
Warrants by expiry date at September 15th 2022. | |||
Statement [Line Items] | |||
Exercise Price warrants Outstanding | $ 4.42 | ||
Number of warrants Outstanding | 199,005 | ||
Warrants by expiry date at November 30th 2022. | |||
Statement [Line Items] | |||
Exercise Price warrants Outstanding | $ 1.21 | ||
Number of warrants Outstanding | 46,242 | ||
Warrants by expiry date at December 31st 2022. | |||
Statement [Line Items] | |||
Exercise Price warrants Outstanding | $ 2.43 | ||
Number of warrants Outstanding | 65,920 | ||
Warrants by expiry date at June 8th 2025. | |||
Statement [Line Items] | |||
Exercise Price warrants Outstanding | $ 9.65 | ||
Number of warrants Outstanding | 1,500,000 | ||
WarrantsByExpiryDateAtFebruary 27Th2027 [Member] | |||
Statement [Line Items] | |||
Exercise Price warrants Outstanding | $ 2.31 | ||
Number of warrants Outstanding | 400,000 | ||
Warrants By Expiry Date At May15 Th2028 [Member] | |||
Statement [Line Items] | |||
Exercise Price warrants Outstanding | $ 1.50 | ||
Number of warrants Outstanding | 500,000 | ||
Warrants By Expiry Date At March14 Th 2024 [Member] | |||
Statement [Line Items] | |||
Exercise Price warrants Outstanding | $ 2.45 | ||
Number of warrants Outstanding | 200,000 | ||
Warrants B yExpiry Date At March 14 Th 2024 One [Member | |||
Statement [Line Items] | |||
Exercise Price warrants Outstanding | $ 5.63 | ||
Number of warrants Outstanding | 100,000 | ||
Warrants By Expiry Date At March14 Th 2024 Two [Member] | |||
Statement [Line Items] | |||
Exercise Price warrants Outstanding | $ 10.58 | ||
Number of warrants Outstanding | 200,000 | ||
Warrants ByExpiry Date At March 30 Th 2024 [Member] | |||
Statement [Line Items] | |||
Exercise Price warrants Outstanding | $ 1.98 | ||
Number of warrants Outstanding | 50,000 | ||
Warrants ByExpiry Date At March 30 Th 2024 One [Member] | |||
Statement [Line Items] | |||
Exercise Price warrants Outstanding | $ 3.97 | ||
Number of warrants Outstanding | 250,000 | ||
Warrants ByExpiry Date At March 30 Th 2024 Two [Member] | |||
Statement [Line Items] | |||
Exercise Price warrants Outstanding | $ 5.45 | ||
Number of warrants Outstanding | 250,000 | ||
Warrants By Expiry Date At February 27 Th 2027 One [Member] | |||
Statement [Line Items] | |||
Exercise Price warrants Outstanding | $ 5.29 | ||
Number of warrants Outstanding | 400,000 | ||
Warrants By Expiry Date At February 27 Th 2027 Two [Member | |||
Statement [Line Items] | |||
Exercise Price warrants Outstanding | $ 10.58 | ||
Number of warrants Outstanding | 200,000 | ||
Warrants By Expiry Date At March 15 Th 2025 [Member] | |||
Statement [Line Items] | |||
Exercise Price warrants Outstanding | $ 3 | ||
Number of warrants Outstanding | 37,500 | ||
WarrantsByExpiryDateAtMarch24Th2025 [Member] | |||
Statement [Line Items] | |||
Exercise Price warrants Outstanding | $ 2.31 | ||
Number of warrants Outstanding | 400,000 | ||
Warrants By Expiry Date At March 24 Th 2025 One [Member] | |||
Statement [Line Items] | |||
Exercise Price warrants Outstanding | $ 5.29 | ||
Number of warrants Outstanding | 400,000 | ||
Warrants By Expiry Date At March 24 Th 2025 Two [Member] | |||
Statement [Line Items] | |||
Exercise Price warrants Outstanding | $ 10.58 | ||
Number of warrants Outstanding | 200,000 | ||
WarrantsByExpiryDateAtMarch15Th2025One [Member] | |||
Statement [Line Items] | |||
Exercise Price warrants Outstanding | $ 3 | ||
Number of warrants Outstanding | 37,500 | ||
WarrantsByExpiryDateAtMarch23Th2025 Member] | |||
Statement [Line Items] | |||
Exercise Price warrants Outstanding | $ 1.50 | ||
Number of warrants Outstanding | 50,000 |
Share capital (Details Narrativ
Share capital (Details Narrative) | 1 Months Ended | 12 Months Ended | ||||||
Nov. 30, 2023 USD ($) shares | Mar. 29, 2022 shares | Sep. 21, 2021 shares | Feb. 17, 2021 USD ($) $ / shares shares | Dec. 31, 2023 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) $ / shares shares | Feb. 28, 2021 shares | |
Statement [Line Items] | ||||||||
Number of Shares, ending balance | 1,000,000 | |||||||
Issued | 3,975,000 | 212,162 | ||||||
Increase Decrease Through Share Based Payment Transactions Shares | 36,086 | |||||||
Fair value of shares issued as share-based compensation | $ | $ 1,384,970 | |||||||
Lucid acquisition shares | 112,162 | |||||||
Lucid acquisition, shares | 4,502,392 | |||||||
Expense | $ | 1,372,763 | |||||||
Recognized over the vesting period of certain warrants | $ | 12,206 | |||||||
Number Of Shares Issued Through Equity Distribution Agreement | 15,480,462 | |||||||
Amount received during period, fair value | $ | $ 36,000 | |||||||
Deemed dividend | $ | $ 8,673 | |||||||
IssuingShares | 45,712,529 | |||||||
Description of plan of arrangement organization for the company | the Company completed the Plan of Arrangement reorganization. The Company cancelled all 72 Class A Shares of the Company and reissued 24 new Class B shares and 48 new Class A Shares. The Company cancelled all 39,376,699 Class B shares outstanding and reissued 39,376,698 new Class B shares. There was 1 previously issued Class B share that was removed due to an administrative adjustment. The Company also cancelled and reissued 6,335,758 FSD Pharma New Distribution Warrants. Each holder of the Company’s Class A shares, Class B shares and the FSD Pharma New Distribution Warrants was distributed a share of Celly from the Company for each Class A share | |||||||
Transaction fees | $ | $ 1,424,067 | |||||||
Proceeds from issuance of shares | $ | 39,765,474 | |||||||
Share options exercised shares | 21,000 | |||||||
Exercised | (21,000) | |||||||
Represents the increase (decrease) in equity resulting from cancellation of shares. | 1,904,700 | 1,999,800 | ||||||
Total proceeds from shares | $ | $ 34 | |||||||
Exercise price | $ / shares | $ 1.30 | |||||||
Board Chair and Chief Executive Officer | ||||||||
Statement [Line Items] | ||||||||
Number of Shares, ending balance | 12 | 1,349,764 | 1,349,764 | |||||
Class A Common Shares Member | ||||||||
Statement [Line Items] | ||||||||
Number of Shares, ending balance | 24 | 12 | ||||||
Fair value of shares issued as share-based compensation | $ | $ 0 | $ 0 | ||||||
This member stands for class B common stock shares. | ||||||||
Statement [Line Items] | ||||||||
Fair value of shares issued as share-based compensation | $ | $ 49,500 | |||||||
Number Of Shares Issued For Services | 51,000 | |||||||
Class B Common Stock [Member] | ||||||||
Statement [Line Items] | ||||||||
Number of Shares, ending balance | 112,794 | |||||||
Fair Value Of Shares | $ | $ 174,537 | |||||||
Fair value of shares issued as share-based compensation | $ | $ 3,576,875 | $ 120,000 | ||||||
Represents the price per share of shares issued. | $ / shares | $ 2.65 | $ 107,144 | ||||||
Represents the increase (decrease) in equity resulting from cancellation of shares. | 504,888 | |||||||
Class A Common Stock Shares Member | ||||||||
Statement [Line Items] | ||||||||
Description Of Voting Rights | The holders of Class A shares are entitled to 276,660 votes per Class A share held. | |||||||
Represents information of warrant. | ||||||||
Statement [Line Items] | ||||||||
Increase Decrease Through Share Based Payment Transactions Shares | 0 | 100,000 | ||||||
Fair value of shares issued as share-based compensation | $ | $ 0 | $ 0 | $ 98,513 | |||||
Lucid acquisition shares | 112,162 | |||||||
Represents the increase (decrease) in equity resulting from cancellation of shares. | 0 | 0 | ||||||
Represents information of warrant. | On July 26, 2021 | ||||||||
Statement [Line Items] | ||||||||
Increase Decrease Through Share Based Payment Transactions Shares | 100,000 | |||||||
Fair value of shares issued as share-based compensation | $ | $ 98,513 | |||||||
Represents the price per share of shares issued. | $ / shares | $ 1.63 | |||||||
Exercise Price Of Warrant Issue | $ / shares | $ 1.99 | |||||||
Risk-free interest rate | 0.46% | |||||||
Expected Volatility Of Warrants Granted | 129% |
Share based compensation (Detai
Share based compensation (Details) | 12 Months Ended | ||
Dec. 31, 2023 $ / shares shares | Dec. 31, 2021 $ / shares shares | Dec. 31, 2020 $ / shares shares | |
Statement [Line Items] | |||
Exercised | (21,000) | ||
Weighted average exercise price, opening balance | $ 0.10 | ||
Stock Options Member | |||
Statement [Line Items] | |||
Option outstanding, Opening Balance | shares | 418,529 | 3,224,859 | 1,693,063 |
Granted | 2,488,000 | 60,000 | 2,841,086 |
Forfeited | (123,500) | (4,000) | (47,500) |
Exercised | (21,000) | (42,226) | (953,803) |
Expired | (301,414) | (2,820,104) | (307,987) |
Option outstanding, Closing Balance | shares | 2,460,615 | 418,529 | 3,224,859 |
Exercisable | 2,396,863 | 416,271 | 3,197,601 |
Weighted average exercise price, opening balance | $ 3.71 | $ 2.75 | $ 6.11 |
Weighted average exercise price, Granted | 1.52 | 1.30 | 2.26 |
Weighted average exercise price, Forfeited | 2.09 | 3.75 | 4.83 |
Weighted average exercise price, Exercised | 1.30 | 3.71 | 4.87 |
Weighted average exercise price, Expired | 4.03 | 2.56 | 9.85 |
Weighted average exercise price, Closing balance | 1.56 | 3.71 | 2.75 |
Weighted average exercise price, Exercisable | $ 1.54 | $ 3.71 | $ 2.72 |
Share based compensation (Det_2
Share based compensation (Details 1) - $ / shares | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Statement [Line Items] | |||
Exercise price | $ 1.30 | ||
Stock Options Member | |||
Statement [Line Items] | |||
Grant date share price | $ 1.19 | ||
Expected life | 3 years | ||
Exercise price | $ 1.30 | ||
Risk free interest rate | 2.87% | ||
Expected volatility | 112% | ||
Stock Options Top Member | |||
Statement [Line Items] | |||
Grant date share price | $ 1.28 | $ 1.96 | |
Expected life | 3 years | 2 years | |
Exercise price | $ 1.30 | $ 1.70 | |
Risk free interest rate | 2.91% | 0.34% | |
Expected volatility | 95% | 116% | |
Stock Options Bottom Member | |||
Statement [Line Items] | |||
Grant date share price | $ 2.48 | $ 2.85 | |
Expected life | 5 years | 6 years | |
Exercise price | $ 2.45 | $ 4.25 | |
Risk free interest rate | 3.99% | 1.10% | |
Expected volatility | 110% | 132% |
Share based compensation (Det_3
Share based compensation (Details 2) - Stock Options Member | 12 Months Ended | |||
Dec. 31, 2023 $ / shares shares | Dec. 31, 2022 $ / shares shares | Dec. 31, 2021 $ / shares shares | Dec. 31, 2020 $ / shares | |
Statement [Line Items] | ||||
Exercise price of options outstanding | $ 1.56 | $ 3.71 | $ 2.75 | |
Number of share options outstanding | shares | 2,460,615 | 418,529 | 3,224,859 | |
Weighted average remaining contractual life of outstanding share options | 3 years 7 months 28 days | 1 year 6 months 7 days | 2 years 5 months 30 days | |
Exercise price of exercisable Share options | $ 1.54 | $ 3.71 | $ 3.71 | $ 2.72 |
Number of share options exercisable in share-based payment arrangement | 2,396,863 | 416,271 | 3,197,601 | |
Exercise price 3.75 | ||||
Statement [Line Items] | ||||
Exercise price of options outstanding | $ 3.75 | $ 3.75 | ||
Number of share options outstanding | shares | 5,000 | 10,500 | ||
Weighted average remaining contractual life of outstanding share options | 2 months 16 days | 1 year 2 months 16 days | 3 years 11 months 1 day | |
Number of share options exercisable in share-based payment arrangement | 5,000 | 6,500 | ||
Exercise price 3.86 | ||||
Statement [Line Items] | ||||
Exercise price of options outstanding | $ 3.86 | $ 3.86 | $ 3.86 | |
Number of share options outstanding | shares | 5,000 | 256,245 | ||
Weighted average remaining contractual life of outstanding share options | 2 years 10 months 10 days | 3 years 2 months 16 days | ||
Number of share options exercisable in share-based payment arrangement | 3,750 | 2,750 | 252,993 | |
Exercise price 10.65 | ||||
Statement [Line Items] | ||||
Exercise price of options outstanding | $ 10.65 | $ 10.65 | ||
Number of share options outstanding | shares | 3,731 | |||
Weighted average remaining contractual life of outstanding share options | 5 months 27 days | 1 year 5 months 27 days | ||
Number of share options exercisable in share-based payment arrangement | 3,730 | |||
Exercise price 13.07 | ||||
Statement [Line Items] | ||||
Exercise price of options outstanding | $ 13.07 | $ 13.07 | ||
Number of share options outstanding | shares | 10,856 | |||
Weighted average remaining contractual life of outstanding share options | 5 months 27 days | 1 year 5 months 27 days | ||
Number of share options exercisable in share-based payment arrangement | 10,855 | |||
Exercise price 13.47 | ||||
Statement [Line Items] | ||||
Exercise price of options outstanding | $ 13.47 | $ 13.47 | ||
Number of share options outstanding | shares | 1,418 | |||
Weighted average remaining contractual life of outstanding share options | 5 months 27 days | 1 year 5 months 27 days | ||
Number of share options exercisable in share-based payment arrangement | 1,418 | |||
Exercise price 16.08 | ||||
Statement [Line Items] | ||||
Exercise price of options outstanding | $ 16.08 | $ 16.08 | ||
Number of share options outstanding | shares | 18,410 | |||
Weighted average remaining contractual life of outstanding share options | 5 months 27 days | 1 year 5 months 27 days | ||
Number of share options exercisable in share-based payment arrangement | 18,409 | |||
Exercise price 17.89 | ||||
Statement [Line Items] | ||||
Exercise price of options outstanding | $ 17.89 | $ 17.89 | ||
Number of share options outstanding | shares | 4,178 | |||
Weighted average remaining contractual life of outstanding share options | 5 months 27 days | |||
Exercise price of exercisable Share options | $ 17.89 | |||
Number of share options exercisable in share-based payment arrangement | 4,178 | 4,178 | ||
Exercise price 50.25 | ||||
Statement [Line Items] | ||||
Exercise price of options outstanding | $ 50.25 | $ 50.25 | ||
Number of share options outstanding | shares | 3,483 | |||
Weighted average remaining contractual life of outstanding share options | 3 months 11 days | 1 year 3 months 11 days | 1 year 3 months 11 days | |
Exercise price of exercisable Share options | $ 50.25 | |||
Number of share options exercisable in share-based payment arrangement | 3,483 | 3,483 | ||
Exercise price 4.42 | ||||
Statement [Line Items] | ||||
Exercise price of options outstanding | $ 4.42 | |||
Number of share options outstanding | shares | 99,503 | |||
Weighted average remaining contractual life of outstanding share options | 8 months 16 days | |||
Exercise price of exercisable Share options | $ 4.42 | |||
Number of share options exercisable in share-based payment arrangement | 99,502 | |||
Exercise price 4.75 | ||||
Statement [Line Items] | ||||
Exercise price of options outstanding | $ 4.75 | |||
Weighted average remaining contractual life of outstanding share options | 3 years 3 months 15 days | |||
Exercise price of exercisable Share options | $ 4.75 | |||
Exercise price 5.43 | ||||
Statement [Line Items] | ||||
Exercise price of options outstanding | $ 5.43 | $ 5.43 | ||
Number of share options outstanding | shares | 16,265 | |||
Weighted average remaining contractual life of outstanding share options | 5 months 27 days | 1 year 5 months 27 days | ||
Number of share options exercisable in share-based payment arrangement | 16,264 | |||
Exercise price 7.63 | ||||
Statement [Line Items] | ||||
Exercise price of options outstanding | $ 7.63 | |||
Weighted average remaining contractual life of outstanding share options | 4 years | |||
Exercise price of exercisable Share options | $ 7.63 | |||
Number of share options exercisable in share-based payment arrangement | 30,000 | |||
Exercise price 18.09 | ||||
Statement [Line Items] | ||||
Exercise price of options outstanding | $ 18.09 | |||
Number of share options outstanding | shares | 2,488 | |||
Weighted average remaining contractual life of outstanding share options | 2 years 3 months 11 days | |||
Exercise price of exercisable Share options | $ 18.09 | |||
Number of share options exercisable in share-based payment arrangement | 2,488 | |||
Exercise price 1.30. | ||||
Statement [Line Items] | ||||
Exercise price of options outstanding | $ 1.30 | $ 1.30 | ||
Number of share options outstanding | shares | 2,000,000 | 60,000 | ||
Weighted average remaining contractual life of outstanding share options | 4 years 26 days | 2 years 6 months 29 days | ||
Exercise price of exercisable Share options | $ 1.30 | |||
Number of share options exercisable in share-based payment arrangement | 2,000,000 | 60,000 | ||
Exercise price 1.70. | ||||
Statement [Line Items] | ||||
Exercise price of options outstanding | $ 1.70 | $ 1.70 | ||
Number of share options outstanding | shares | 67,980 | 103,453 | 154,953 | |
Weighted average remaining contractual life of outstanding share options | 1 year 10 months 13 days | 2 years 2 months 16 days | 3 years 5 months 16 days | |
Exercise price of exercisable Share options | $ 1.70 | |||
Number of share options exercisable in share-based payment arrangement | 67,980 | 103,453 | 154,953 | |
Exercise price 2.25. | ||||
Statement [Line Items] | ||||
Exercise price of options outstanding | $ 2.25 | $ 2.25 | ||
Number of share options outstanding | shares | 50,002 | 168,898 | 2,559,995 | |
Weighted average remaining contractual life of outstanding share options | 5 months 1 day | 1 year 15 days | 2 years 5 months 1 day | |
Exercise price of exercisable Share options | $ 2.25 | |||
Number of share options exercisable in share-based payment arrangement | 50,000 | 168,898 | 2,559,995 | |
Exercise price 2.31 | ||||
Statement [Line Items] | ||||
Exercise price of options outstanding | $ 2.31 | |||
Number of share options outstanding | shares | 15,000 | |||
Weighted average remaining contractual life of outstanding share options | 2 years 1 month 28 days | |||
Exercise price of exercisable Share options | $ 2.31 | |||
Number of share options exercisable in share-based payment arrangement | 15,000 | |||
Exercise price 2.31 Two Member | ||||
Statement [Line Items] | ||||
Exercise price of options outstanding | $ 2.31 | |||
Number of share options outstanding | shares | 15,000 | |||
Weighted average remaining contractual life of outstanding share options | 2 years 2 months 23 days | |||
Exercise price of exercisable Share options | $ 2.31 | |||
Number of share options exercisable in share-based payment arrangement | 15,000 | |||
Exercise price 2.45 | ||||
Statement [Line Items] | ||||
Exercise price of options outstanding | $ 2.45 | |||
Number of share options outstanding | shares | 294,000 | |||
Weighted average remaining contractual life of outstanding share options | 2 years 1 month 24 days | |||
Exercise price of exercisable Share options | $ 2.45 | |||
Number of share options exercisable in share-based payment arrangement | 231,500 | |||
Exercise price 2.91 | ||||
Statement [Line Items] | ||||
Exercise price of options outstanding | $ 2.91 | $ 2.91 | ||
Number of share options outstanding | shares | 5,150 | |||
Weighted average remaining contractual life of outstanding share options | 2 years | 3 years | 4 years | |
Number of share options exercisable in share-based payment arrangement | 5,150 | |||
Exercise price 2.61 | ||||
Statement [Line Items] | ||||
Exercise price of options outstanding | $ 2.61 | $ 2.61 | ||
Number of share options outstanding | shares | 12,687 | 12,684 | ||
Weighted average remaining contractual life of outstanding share options | 5 months 27 days | 1 year 5 months 27 days | ||
Number of share options exercisable in share-based payment arrangement | 12,683 |
Share based compensation (Det_4
Share based compensation (Details 3) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Sharebased compensation | ||
Opening Balance | 2,420,104 | 0 |
Granted | 400,000 | 2,820,104 |
Forfeited | (100,000) | |
Converted to Class B Common shares | (2,720,104) | (400,000) |
Closing Balance | 0 | 2,420,104 |
Share based compensation (Det_5
Share based compensation (Details 4) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Statement [Line Items] | |||
Share-based compensation expenses | $ 3,835,475 | $ 1,531,258 | $ 7,443,930 |
Class B Common shares Issued For Compensation Member | |||
Statement [Line Items] | |||
Share-based compensation expenses | 0 | 0 | 3,576,875 |
Warrants Issued For Services Member | |||
Statement [Line Items] | |||
Share-based compensation expenses | 1,372,763 | 0 | 0 |
Other Member | |||
Statement [Line Items] | |||
Share-based compensation expenses | 16,702 | 0 | 0 |
performance share unit member | |||
Statement [Line Items] | |||
Share-based compensation expenses | 458,253 | 1,291,978 | 98,513 |
Class B Common Shares issued for services. | |||
Statement [Line Items] | |||
Share-based compensation expenses | 36,000 | 169,500 | 174,537 |
Stock Options Member | |||
Statement [Line Items] | |||
Share-based compensation expenses | $ 1,951,757 | $ 69,780 | $ 3,594,005 |
Sharebased compensation (Detail
Sharebased compensation (Details Narrative) - shares | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Statement [Line Items] | |||
PSUs Converted to Class B Shares | 2,720,104 | ||
Directors, officers, employees and consultants [Member] | |||
Statement [Line Items] | |||
Number of share granted | 2,488,000 | 60,000 | 2,841,086 |
Number of share expired | 301,414 | 42,226 | 953,803 |
Number of share cancelled | 2,820,104 | ||
Number of share issue against replacement performance share unit | 2,820,104 | ||
Former Director [Member] | |||
Statement [Line Items] | |||
PSUs Forfeited | 100,000 |
Non-controlling interests (Deta
Non-controlling interests (Details) | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Begining balance | $ 0 |
Initial recognition of non-controlling interests | (24,467) |
Share-based payments | 16,702 |
Deemed dividend | 8,673 |
Comprehensive loss for the period | (328,409) |
Ending balance | $ (327,501) |
Non-controlling interests (De_2
Non-controlling interests (Details Narrative) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Jul. 31, 2023 | |
Ownership interest | 26.15% | 0% | |
Acquisition Percentage | 34.66% |
Loss per share (Details)
Loss per share (Details) - shares | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Statement [Line Items] | |||
Dilutive effect of convertible instruments on number of ordinary shares | 12,784,658 | 9,320,726 | 10,181,654 |
performance share unit member | |||
Statement [Line Items] | |||
Dilutive effect of convertible instruments on number of ordinary shares | 0 | 2,420,104 | 0 |
Stock Options Member | |||
Statement [Line Items] | |||
Dilutive effect of convertible instruments on number of ordinary shares | 2,460,615 | 418,529 | 3,224,859 |
Represents information of warrant. | |||
Statement [Line Items] | |||
Dilutive effect of convertible instruments on number of ordinary shares | 10,324,043 | 6,482,093 | 6,956,795 |
General and administrative (Det
General and administrative (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
General and administrative | |||
Professional fees | $ 3,248,233 | $ 5,208,356 | $ 6,256,165 |
General office, insurance and administration expenditures | 2,294,476 | 2,838,303 | 3,479,801 |
Consulting fees | 1,305,434 | 1,452,070 | 2,196,812 |
Salaries, wages and benefits | 1,855,087 | 2,798,074 | 2,856,887 |
Investor relations | 665,915 | 1,495,695 | 1,642,653 |
Building and facility costs | 0 | 519,954 | 759,590 |
Foreign exchange (gain) loss | (336,421) | (1,323,242) | (146,587) |
General and administrative expense | 9,032,724 | 15,635,694 | 17,338,495 |
General and administrative | 9,032,724 | 14,450,094 | 15,926,103 |
Discontinued operations | $ 0 | $ 1,185,600 | $ 1,412,392 |
Segment information (Details)
Segment information (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Statement [Line Items] | |||
Current assets | $ 11,085,305 | $ 17,850,174 | |
Current liabilities | 4,565,566 | 7,830,432 | |
Interest income | 568,919 | 183,037 | |
Total operating expenses | 23,789,498 | 27,429,611 | $ 33,743,660 |
Total Consolidated [Member] | |||
Statement [Line Items] | |||
Current assets | 11,704,898 | 18,087,292 | |
Non-current assets | 6,389,523 | 20,560,482 | |
Current liabilities | 5,185,159 | 8,067,550 | |
Non-current liabilities | 0 | 38,004 | |
Interest income | (786,363) | (367,735) | |
Total operating expenses | 23,789,498 | 27,429,611 | |
Net loss | (18,230,588) | (23,606,828) | |
Biotechnology. | |||
Statement [Line Items] | |||
Current assets | 4,516,910 | 18,087,292 | |
Non-current assets | 5,482,157 | 13,128,826 | |
Current liabilities | 4,565,566 | 7,830,432 | |
Non-current liabilities | 0 | 38,004 | |
Interest income | (675,731) | (344,294) | |
Total operating expenses | 23,169,675 | 26,798,301 | |
Net loss | (18,204,886) | (23,541,030) | |
Strategic Investments. | |||
Statement [Line Items] | |||
Current assets | 7,187,988 | 0 | |
Non-current assets | 907,366 | 7,431,656 | |
Current liabilities | 619,593 | 237,118 | |
Non-current liabilities | 0 | 0 | |
Interest income | (110,632) | (23,441) | |
Total operating expenses | 619,823 | 631,310 | |
Net loss | $ (25,702) | $ (65,798) |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Taxes | |||
Loss from continuing operations before income taxes | $ (18,230,588) | $ (26,703,662) | $ (33,937,956) |
Statutory federal and provincial tax rate | 26.50% | 26.50% | 26.50% |
Income tax recovery at the statutory tax rate | $ (4,831,106) | $ (7,076,470) | $ (8,993,558) |
Permanent differences | 2,557,822 | 1,639,590 | 3,758,401 |
Book To Filing Adjustments | (119,668) | 438,255 | 75,474 |
Share issuance cost booked directly to equity | 0 | 0 | (377,378) |
Impact of tax rate changes | (42,277) | 0 | 0 |
Foreign exchange | (582,404) | 1,044,135 | (120) |
Change in tax benefits not recognized | 3,017,633 | 3,954,490 | 5,537,181 |
Total Income tax expense | $ 0 | $ 0 | $ 0 |
Income Taxes (Details 1)
Income Taxes (Details 1) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Income Taxes | |||
Non-capital losses - Canada | $ 88,880,329 | $ 77,271,986 | $ 63,216,617 |
Net-operating loss - US | 5,073,156 | 5,120,395 | 5,111,610 |
Unrealized foreign exchange loss | 0 | 94,733 | 94,733 |
Capital losses carried forward | 1,046,315 | 2,045,027 | 3,349,261 |
Other investments | 3,534,651 | 0 | 0 |
IFRS 16 | 5,814 | 37,439 | 87,050 |
Property, plant and equipment | 849,854 | 324,798 | 167,653 |
Other investments | 2,528,001 | 5,542,253 | 5,308,027 |
Total | $ 101,918,120 | $ 90,436,631 | $ 77,334,951 |
Income Taxes (Details 2)
Income Taxes (Details 2) | Dec. 31, 2023 USD ($) |
Income Taxes | |
2038 | $ 6,203,680 |
2039 | 10,989,236 |
2040 | 22,067,467 |
2041 | 19,735,799 |
Thereafter | 29,884,147 |
Non-capital income tax losses expire | $ 88,880,329 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) $ in Thousands | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Income Taxes | |
Net operating losses carried forward - US | $ 5,070 |
NonCapitalLossCarryforwards | Utilization of net operating loss carryforwards may be subject to limitations in the event of a change in ownership pursuant to United States Internal Revenue Code (“IRC”) § 382, and similar state provisions. As a result of the acquisition of Prismic on June 28, 2019, the preacquisition net operating loss carryforwards of approximately $4.93 million could be subject to IRC § 382 limitation as the acquisition could constitute a change of ownership |
Commitments and contingencies (
Commitments and contingencies (Details Narrative) | 1 Months Ended | 12 Months Ended | ||
Aug. 02, 2023 USD ($) | Sep. 28, 2023 CAD ($) | Dec. 31, 2023 CAD ($) | Dec. 31, 2023 USD ($) | |
settlement agreement [Member] | ||||
Statement [Line Items] | ||||
Settlement Agreement with Chief Risk Officer (CRO) | $ 100,000 | |||
CEO | ||||
Statement [Line Items] | ||||
Severance And Damages Amount | $ 30,200,000 | |||
Punitive Damages Amount | 500,000 | |||
Raza Bokhari [Member] | ||||
Statement [Line Items] | ||||
Severance And Damages Amount | $ 30,200,000 | |||
Legal expenses | $ 165,000 | |||
Awarded additional costs in light by court | $ 5,000 | |||
GBB Drink Lab, Inc [Member] | ||||
Statement [Line Items] | ||||
Description related to court dispute | GBB Drink Lab, Inc. (“GBB”) has filed a complaint with the United States District Court of Southern District of Florida, Fort Lauderdale Division against FSD Biosciences, Inc. and FSD Pharma, Inc. claiming a material breach of a mutual non-disclosure agreement and misappropriation of trade secrets, which GBB claims has and continues to cause irreparable harm, valued, as of August 30, 2022 (prior to the misappropriation and material breach) at $53,047,000 | GBB Drink Lab, Inc. (“GBB”) has filed a complaint with the United States District Court of Southern District of Florida, Fort Lauderdale Division against FSD Biosciences, Inc. and FSD Pharma, Inc. claiming a material breach of a mutual non-disclosure agreement and misappropriation of trade secrets, which GBB claims has and continues to cause irreparable harm, valued, as of August 30, 2022 (prior to the misappropriation and material breach) at $53,047,000 | ||
Lucid Ms And Lucid Psych Member | ||||
Statement [Line Items] | ||||
License Maintenance Fee | $ 100,000 | |||
Lucid Ms And Lucid Psych Top Member | ||||
Statement [Line Items] | ||||
License Maintenance Fee | $ 12,500,000 |
Related party transactions (Det
Related party transactions (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Related party transactions | |||
Salaries, benefits, bonuses and consulting fees | $ 1,395,096 | $ 1,839,441 | $ 2,075,893 |
Share-based payments | 1,980,732 | 1,345,952 | 6,881,641 |
Key management personnel compensation | $ 3,375,828 | $ 3,185,393 | $ 8,957,534 |
Related party transactions (D_2
Related party transactions (Details Narrative) | 1 Months Ended | 12 Months Ended | |||||||
Nov. 30, 2023 USD ($) shares | Mar. 29, 2022 shares | Jun. 30, 2021 shares | Dec. 31, 2023 CAD ($) shares | Dec. 31, 2023 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) shares | Dec. 31, 2021 USD ($) | Feb. 28, 2021 USD ($) shares | Feb. 17, 2021 shares | |
Statement [Line Items] | |||||||||
Mixed Decision Share Grant Permitted | shares | 536,979 | ||||||||
Amount owed to executive officer | $ 140,012 | ||||||||
Warrants issued for consulting services | shares | 1,000,000 | ||||||||
Fair value | $ 533,206 | ||||||||
Mixed Decision Share Grant Cancelled | shares | 504,888 | ||||||||
Performance Share Units | |||||||||
Statement [Line Items] | |||||||||
Performance Share Units Granted | shares | 400,000 | 400,000 | 2,820,104 | ||||||
Class A Common Stock Shares Member | Private placement | |||||||||
Statement [Line Items] | |||||||||
Warrants issued for consulting services | shares | 24 | ||||||||
Proceeed from issuance of share | $ 34 | ||||||||
Board Chair and Chief Executive Officer | |||||||||
Statement [Line Items] | |||||||||
Warrants issued for consulting services | shares | 12 | 1,349,764 | 1,349,764 | ||||||
Reimbursed to related party | $ 145,081 | $ 41,596 | $ 528,872 | ||||||
Fair value of shares Issued | $ 3,576,875 | ||||||||
CEO and COO | |||||||||
Statement [Line Items] | |||||||||
Performance Share Units Granted | shares | 500,000 | 500,000 | |||||||
Exercise price | $ / shares | $ 1.30 | ||||||||
Expiry date | Jan. 25, 2028 | Jan. 25, 2028 | |||||||
Proceeed from secured loan agreement | $ 1,200,000 | ||||||||
Monthly payments | $ 6,000 | ||||||||
Annual interest rate | 6% | 6% | |||||||
CEO | Class A Common Stock Shares Member | |||||||||
Statement [Line Items] | |||||||||
Warrants issued for consulting services | shares | 12 | ||||||||
Other Director [Member] | |||||||||
Statement [Line Items] | |||||||||
Warrants issued for consulting services | shares | 176,055 | ||||||||
Reimbursed to related party | 1,334,158 | ||||||||
Fair value of shares Issued | $ 466,545 | ||||||||
Number of shares cancelled for compensation bonus | shares | 156,278 | ||||||||
Independent director | |||||||||
Statement [Line Items] | |||||||||
Directors remuneration expense | $ 60,000 | ||||||||
Additional Remuneration As Chairman Of Audit Committee | 20,000 | ||||||||
Additional Remuneration As Chairman Of Compensation Committee | $ 10,000 | ||||||||
Director | |||||||||
Statement [Line Items] | |||||||||
Directors remuneration expense | $ 175,140 | $ 215,104 | 757,690 | ||||||
Director | Class A Common Stock Shares Member | |||||||||
Statement [Line Items] | |||||||||
Warrants issued for consulting services | shares | 12 | ||||||||
Raza Bokhari | |||||||||
Statement [Line Items] | |||||||||
Expenses paid | $ 262,834 | ||||||||
Warrants issued for consulting services | shares | 1,173,709 | ||||||||
Fair value of shares Issued | $ 3,110,330 |
Capital management (Details Nar
Capital management (Details Narrative) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Capital Management | ||
Share Capital | $ 137,778,485 | $ 143,410,560 |
Subsequent events (Narrative) (
Subsequent events (Narrative) (Details) - USD ($) | 1 Months Ended | |||||
Mar. 26, 2024 | Jan. 31, 2024 | Jan. 24, 2024 | Feb. 23, 2024 | Jan. 01, 2024 | Dec. 31, 2023 | |
Statement [Line Items] | ||||||
Class B Shares Issued for Settlement | 1,000,000 | |||||
Information about subsequent events. | ||||||
Statement [Line Items] | ||||||
Description related to loan agreement | the Board approved an amendment to the loan agreement with Celly, to increase the loan amount from C$1,000,000 to C$1,300,000 | |||||
RSUs Granted to Advisors | 55,000 | |||||
Conversion Price of Common Shares | $ 0.03 | |||||
Class B Shares Offered | $ 11,154,232 | |||||
Information about subsequent events. | SBS Intl Group LLC [member] | ||||||
Statement [Line Items] | ||||||
Share Options Granted to SBS Intl Group LLC | 100,000 | |||||
Exercise Price of Share Options Granted | $ 1.05 | |||||
Expiry Date of Share Options Granted | January 24, 2026 | |||||
Vested Share Options on 45th Day | 19,000 | |||||
Vested Share Options on Monthly Basis | 9,000 | |||||
Information about subsequent events. | Carriage House Capital, Corp [member] | ||||||
Statement [Line Items] | ||||||
Exercise Price of Share Options Granted | $ 1.05 | |||||
Expiry Date of Share Options Granted | January 24, 2026 | |||||
Vested Share Options on 45th Day | 150,000 | |||||
Vested Share Options on Monthly Basis | 61,111 | |||||
Share Options Granted to Carriage House Capital, Corp. | 350,000 | |||||
Represents information of Class B common shares. | Information about subsequent events. | ||||||
Statement [Line Items] | ||||||
Class B Shares Issued for Settlement amount | $ 81,900 | |||||
Class B Shares Issued for Settlement | 70,000 | |||||
Represents information of Class B common shares One | Information about subsequent events. | ||||||
Statement [Line Items] | ||||||
Class B Shares Issued for Settlement amount | $ 836,309 | |||||
Class B Shares Issued for Settlement | 475,000 |