Cover
Cover | 6 Months Ended |
Jun. 30, 2024 | |
Cover [Abstract] | |
Entity Registrant Name | Quantum Biopharma Ltd. |
Entity Central Index Key | 0001771885 |
Document Type | 6-K/A |
Amendment Flag | true |
Current Fiscal Year End Date | --12-31 |
Amendment Description | On August 14, 2024, Quantum BioPharma Ltd. (“the “Company”) furnished a Form 6-K (“Original Form 6-K”) including its interim financial statements for the six months ended June 30, 2024. This Form 6-K/A is being furnished to provide its interim financial statements for the six months ended June 30, 2024 using interactive data files in inline eXtensible Business Reporting Language (iXBRL) in accordance with Rule 405 of Regulation S-T. The documents listed in the Exhibit List are incorporated by reference into this Form 6-K/A. Other than as expressly set forth above, this Form 6-K/A, as does not, and does not purport to, amend, update or restate the information in any other item of the Original Form 6-K, or reflect any events that have occurred after the Original Form 6-K was originally filed. |
Document Period End Date | Jun. 30, 2024 |
Document Fiscal Period Focus | Q2 |
Document Fiscal Year Focus | 2024 |
Entity Ex Transition Period | false |
Entity File Number | 001-39152 |
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 Country | CA |
Entity Address Postal Zip Code | M5L 1A9 |
CONDENSED CONSOLIDATED INTERIM
CONDENSED CONSOLIDATED INTERIM STATEMENTS OF FINANCIAL POSITION - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 |
Current assets | ||
Cash and cash equivalents | $ 3,306,641 | $ 2,757,040 |
Other receivables | 86,868 | 228,764 |
Prepaid expenses and deposits | 130,424 | 155,413 |
Investments | 21,918 | 756,100 |
Finance receivables, net | 6,476,204 | 7,187,988 |
Total current assets | 10,022,055 | 11,085,305 |
Non-current assets | ||
Equipment, net | 64,873 | 87,583 |
Investments | 5,845 | 6,049 |
Right-of-use asset, net | 8,244 | 32,838 |
Finance receivables, net | 0 | 907,366 |
Intangible assets, net | 5,145,932 | 5,355,687 |
Total assets | 15,246,949 | 17,474,828 |
Current liabilities | ||
Trade and other payables | 4,419,667 | 4,195,029 |
Lease obligations | 9,634 | 38,650 |
Warrants liability | 1 | 31,338 |
Notes payable | 615,562 | 300,549 |
Total current liabilities | 5,044,864 | 4,565,566 |
Total liabilities | 5,044,864 | 4,565,566 |
SHAREHOLDERS' EQUITY | ||
Warrants | 2,437,167 | 2,723,356 |
Contributed surplus | 30,655,099 | 30,225,741 |
Foreign exchange translation reserve | 83,497 | 417,341 |
Accumulated deficit | (162,923,451) | (157,908,160) |
Equity attributable to shareholders of the Company | 10,958,219 | 13,236,763 |
Non-controlling interests | (756,134) | (327,501) |
Shareholders equity | 10,202,085 | 12,909,262 |
Total liabilities and shareholders' equity | 15,246,949 | 17,474,828 |
Class A Common Stock Shares [Member] | ||
SHAREHOLDERS' EQUITY | ||
Share capital | 151,622 | 151,622 |
Class B Common Stock Shares [Member] | ||
SHAREHOLDERS' EQUITY | ||
Share capital | $ 140,554,285 | $ 137,626,863 |
CONDENSED CONSOLIDATED INTERI_2
CONDENSED CONSOLIDATED INTERIM STATEMENTS OF LOSS AND COMPREHENSIVE LOSS - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Expenses | ||||
General and administrative | $ 2,310,283 | $ 1,870,758 | $ 4,229,495 | $ 4,587,535 |
External research and development fees | 897,986 | 1,610,528 | 1,058,246 | 3,922,124 |
Share-based payments | 111,524 | 403,393 | 169,267 | 3,609,928 |
Depreciation and amortization | 136,813 | 1,107,318 | 256,954 | 2,237,289 |
Impairment loss | 0 | 3,839,523 | 0 | 4,319,619 |
Total operating expenses | 3,456,606 | 8,831,520 | 5,713,962 | 18,676,495 |
Loss from operations | (3,456,606) | (8,831,520) | (5,713,962) | (18,676,495) |
Interest income | (104,424) | (186,163) | (276,948) | (458,504) |
Finance expense, net | 8,357 | 0 | 20,771 | 667 |
Loss on settlement of debt | 0 | 0 | 17,476 | 0 |
Gain on measurement of financial liability | 0 | (2,926,922) | 0 | (2,926,922) |
(Gain) loss on change in fair value of derivative liability | (8,040) | (328,193) | (31,337) | (121,243) |
Loss on changes in fair value of investments | 0 | 100,051 | 0 | 277,329 |
Net loss from operations | (3,352,499) | (5,490,293) | (5,443,924) | (15,447,822) |
Other comprehensive loss Items that may be subsequently reclassified to loss: | ||||
Exchange (loss) on translation of foreign operations | (101,089) | (232,891) | (333,844) | (217,489) |
Comprehensive loss | (3,453,588) | (5,723,184) | (5,777,768) | (15,665,311) |
Net loss attributable to: | ||||
Equity owners of the Company | (3,111,916) | (5,490,293) | (5,015,291) | (15,447,822) |
Non-controlling interests | (240,583) | 0 | (428,633) | 0 |
Net loss attributable | $ (3,352,499) | $ (5,490,293) | $ (5,443,924) | $ (15,447,822) |
Net (loss) per share | ||||
Basic and diluted | $ (0.08) | $ (0.14) | $ (0.13) | $ (0.39) |
Weighted average number of shares outstanding - basic and diluted | 41,675,769 | 39,234,204 | 41,287,102 | 39,901,651 |
CONDENSED CONSOLIDATED INTERI_3
CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY - USD ($) | Total | Class A Shares [Member] | Class B Shares [Member] | Contributed Surplus [Member] | Noncontrolling Interest [Member] | Foreign Exchange Translation Reserve [Member] | Retained Earnings (Accumulated Deficit) [Member] | Warrants [Member] |
Balance, shares at Dec. 31, 2022 | 72 | 38,504,210 | 6,482,093 | |||||
Balance, amount at Dec. 31, 2022 | $ 30,542,220 | $ 151,588 | $ 143,258,972 | $ 28,500,924 | $ 0 | $ 652,601 | $ (144,164,265) | $ 2,142,400 |
Statement [Line Items] | ||||||||
Share repurchase [note 11], Shares | (1,904,700) | |||||||
Share repurchase [note 11], amount | (2,957,816) | 0 | $ (7,165,356) | 0 | 0 | 0 | 4,207,540 | 0 |
Share-based payments [note 12] | $ 2,377,948 | 0 | 2,377,948 | 0 | 0 | 0 | 0 | |
Share options exercised [note 11], shares | 21,000 | 21,000 | ||||||
Share options exercised [note 11], amount | $ 20,247 | 0 | $ 33,247 | (13,000) | 0 | 0 | 0 | 0 |
PSUs converted to shares [note 11,12], shares | 2,420,104 | |||||||
PSUs converted to shares [note 11,12], amount | 0 | 0 | $ 1,180,070 | (1,180,070) | 0 | 0 | 0 | $ 0 |
Warrants issued [note 11] Shares | 3,925,000 | |||||||
Warrants issued [note 11] Amount | 1,231,980 | 0 | 0 | 0 | 0 | 0 | 0 | $ 1,231,980 |
Warrants expired [note 11 Shares | (7,311) | |||||||
Warrants expired [note 11 Amount | 0 | 0 | 0 | 138,885 | 0 | 0 | 0 | $ (138,885) |
Comprehensive loss for the period | (15,665,311) | $ 0 | $ 0 | 0 | 0 | (217,489) | (15,447,822) | $ 0 |
Balance, shares at Jun. 30, 2023 | 72 | 39,040,614 | 10,399,782 | |||||
Balance, amount at Jun. 30, 2023 | 15,549,268 | $ 151,588 | $ 137,306,933 | 29,824,687 | 0 | 435,112 | (155,404,547) | $ 3,235,495 |
Balance, shares at Dec. 31, 2023 | 72 | 39,376,723 | 10,324,043 | |||||
Balance, amount at Dec. 31, 2023 | 12,909,262 | $ 151,622 | $ 137,626,863 | 30,225,741 | (327,501) | 417,341 | (157,908,160) | $ 2,723,356 |
Statement [Line Items] | ||||||||
Share-based payments [note 12] | $ 169,267 | 0 | 0 | 169,267 | 0 | 0 | 0 | $ 0 |
Share options exercised [note 11], shares | 94,000 | |||||||
Warrants expired [note 11 Shares | (1,350,000) | |||||||
Warrants expired [note 11 Amount | $ 0 | 0 | 0 | 286,189 | 0 | 0 | 0 | $ (286,189) |
Comprehensive loss for the period | (5,777,768) | 0 | $ 0 | 0 | (428,633) | (333,844) | (5,015,291) | 0 |
Shares issued [note 11], shares | 6,798,358 | |||||||
Shares issued [note 11], amount | 2,139,808 | 0 | $ 2,139,808 | 0 | 0 | 0 | 0 | 0 |
Shares for debt [note 11,12], shares | 1,139,304 | |||||||
Shares for debt [note 11,12], amount | 685,051 | 0 | $ 685,051 | 0 | 0 | 0 | 0 | 0 |
Exercise of options [note 11,12], shares | 94,000 | |||||||
Exercise of options [note 11,12], amount | 76,465 | $ 0 | $ 102,563 | (26,098) | 0 | 0 | 0 | $ 0 |
Balance, shares at Jun. 30, 2024 | 72 | 47,408,385 | 8,974,043 | |||||
Balance, amount at Jun. 30, 2024 | $ 10,202,085 | $ 151,622 | $ 140,554,285 | $ 30,655,099 | $ (756,134) | $ 83,497 | $ (162,923,451) | $ 2,437,167 |
CONDENSED CONSOLIDATED INTERI_4
CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CASH FLOWS - USD ($) | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Operating activities | ||
Net loss from operations | $ (5,443,924) | $ (15,447,822) |
Add (deduct) items not affecting cash | ||
Depreciation and amortization | 256,954 | 2,237,289 |
Interest expense | 20,771 | 15,071 |
Share-based payments | 169,267 | 3,609,928 |
Change in fair value of investments | 0 | 277,329 |
Change in fair value of derivative liability | (31,337) | (121,243) |
Unrealized foreign exchange (gain) loss | 662,582 | 0 |
Loss on settlement of debt | 17,476 | 0 |
Gain on measurement of financial liability | (2,926,922) | |
Impairment loss | 0 | 4,319,619 |
Changes in non-cash working capital balances | ||
Finance receivables | 1,619,150 | (896,431) |
Other receivables | 141,896 | 5,353 |
Prepaid expenses and deposits | 24,989 | (30,545) |
Note receivable | 0 | (224,610) |
Trade and other payables | (17,700) | 919,954 |
Cash used in operating activities | (2,579,876) | (8,263,030) |
Investing activities | ||
Redemption of investments | 738,000 | 0 |
Purchase of investments | (21,918) | 0 |
Cash provided by investing activities | 716,082 | 0 |
Financing activities | ||
Share repurchase | 0 | (2,957,816) |
Proceeds from issuance of shares, net | 2,139,808 | 0 |
Proceeds from loan payable | 302,801 | 0 |
Payment of lease obligation | (29,214) | (109,026) |
Share options exercised | 0 | 20,247 |
Cash provided by (used in) financing activities | 2,413,395 | (3,046,595) |
Net increase (decrease) | 549,601 | (11,309,625) |
Cash and cash equivalents, beginning of the period | 2,757,040 | 16,980,472 |
Cash and cash equivalents, end of the period | 3,306,641 | 5,670,847 |
Non-cash transactions | ||
Shares issued for debt | $ 685,051 | $ 0 |
Exercise of options - shares issued for services | $ 102,563 | $ 0 |
Nature of business
Nature of business | 6 Months Ended |
Jun. 30, 2024 | |
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 condensed consolidated interim financial statements incorporate the assets and liabilities of Celly as of June 30, 2024, and the results of operations and cash flows for the three and six months ended June 30, 2024 [Note 2(c)]. As of June 30, 2024, the Company has a 25.71% (December 31, 2023 – 26.15%) ownership interest in Celly through common shares held in Celly. Going concern The condensed consolidated interim financial statements of the Company for the three and six months ended June 30, 2024, and 2023, 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 June 30, 2024, the Company had an accumulated deficit of $162,923,451 (December 31, 2023 - $157,908,160) and working capital of $4,977,191 (December 31, 2023 - $6,519,739), and incurred net loss of $5,443,924 (2023 - $15,447,822) for the six months ended June 30, 2024. 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 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 These condensed consolidated interim financial statements are comprised of the financial results of the Company and its subsidiaries, which are the entities over which the Company has control. An investor controls an investee when it is exposed, or has rights, to variable returns from its involvement with the investee and can affect those returns through its power over the investee. The Company has the following subsidiaries: Ownership percentage as at Ownership percentage as at Entity Name Country June 30, 2024 December 31, 2023 % % FSD Biosciences Inc. USA 100.00 100.00 Prismic Pharmaceuticals Inc. USA 100.00 100.00 FV Pharma Inc. Canada 100.00 100.00 Lucid Psycheceuticals Inc. Canada 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 25.71 26.15 HUGE Biopharma Australia Pty. Ltd. Australia 100.00 - 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 condensed consolidated interim 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 condensed consolidated interim 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. |
Basis of presentation
Basis of presentation | 6 Months Ended |
Jun. 30, 2024 | |
Basis of presentation | |
Basis of presentation | 2. Basis of presentation [a] Statement of compliance These condensed consolidated interim financial statements (“financial statements’) were prepared using the same accounting policies and methods as those used in the Company’s audited consolidated financial statements for the year ended December 31, 2023. These financial statements have been prepared in compliance with IAS 34 – Interim Financial Reporting, as issued by the International Accounting Standards Board (“IASB”). Accordingly, certain disclosures normally included in annual financial statements prepared in accordance with International Financial Reporting Standards (“IFRS”) have been omitted or condensed. These financial statements should be read in conjunction with the Company’s audited consolidated financial statements for the year ended December 31, 2023. These financial statements were approved and authorized for issuance by the Board of Directors (the “Board”) of the Company on August 12, 2024. [b] 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. These condensed consolidated interim financial statements are presented in United States dollars ("USD"), which is the Company’s functional and presentation currency for all periods presented. 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 HUGE Biopharma Australia Pty. Ltd. Australian Dollar [c] Use of estimates and judgments The preparation of these financial statements in conformity with IFRS requires management to make estimates, judgements and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, consistent with those disclosed in the audited consolidated financial statements for the year ended December 31, 2023 and described in these financial statements. 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. 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 held 25.71% of the voting rights as of June 30, 2024 (December 31, 2023 – 26.15%). 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, held a combined 57.45% (December 31, 2023 - 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 from July 31, 2023, through June 30, 2024. 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 13). 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. The amendment did not have a material impact on the financial statements. 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. |
Other receivables
Other receivables | 6 Months Ended |
Jun. 30, 2024 | |
Other receivables | |
Other receivables | 3. Other receivables The Company’s other receivables are comprised of the following: June 30, 2024 December 31, 2023 $ $ Sales tax recoverable 82,772 209,550 Interest receivable 393 15,511 Other receivables 3,703 3,703 86,868 228,764 |
Prepaid expenses and deposits
Prepaid expenses and deposits | 6 Months Ended |
Jun. 30, 2024 | |
Prepaid expenses and deposits | 4. Prepaid expenses and deposits The Company’s prepaid expenses and deposits include the following: June 30, 2024 December 31, 2023 $ $ Research and development - 30,705 Insurance 57,767 60,999 Other prepaids and deposits 72,657 63,709 130,424 155,413 |
Finance receivables
Finance receivables | 6 Months Ended |
Jun. 30, 2024 | |
Finance receivables | |
Finance receivables | 5. Finance receivables Finance receivables consist of secured loan receivables measured at amortized cost, net of allowance for expected credit losses. Finance receivables as at June 30, 2024 are as follows: $ Balance – January 1, 2024 8,095,354 Add: Interest income 504,434 Less: Interest payments (492,555 ) Less: Principal payments (1,730,872 ) Effects of foreign exchange 99,843 Balance – June 30, 2024 6,476,204 Current 6,476,204 Non-current - Balance – June 30, 2024 6,476,204 Allowances for expected credit losses as at June 30, 2024, were $nil (December 31, 2023 - $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 18). 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 as at June 30, 2024: June 30, 2024 $ Minimum payments receivable 6,605,516 Unearned income (129,312 ) Net investment 6,476,204 Allowance for credit losses — Finance receivables, net 6,476,204 As at June 30, 2024, all loans were classified as level 1 within the fair value hierarchy – quoted market price and there were no changes between levels during the period. |
Investments
Investments | 6 Months Ended |
Jun. 30, 2024 | |
Investments | |
Investments | 6. Investments The following tables outline changes in investments during the periods: Entity Instrument Note Balance at December 31, 2023 Additions Redemptions Effects of foreign exchange Balance at June 30 , 2024 $ $ $ $ Solarvest BioEnergy Inc. Shares (i) — — — — — Solarvest BioEnergy Inc. Convertible debenture (i) — — — — — A2ZCryptoCap Inc. Shares (ii) 6,049 — — (204) 5,845 Royal Bank of Canada GIC (iii) 756,100 — (738,000) (18,100) — Royal Bank of Canada GIC (iv) — 21,918 — — 21,918 762,149 21,918 (738,000) (18,304 ) 27,763 Current 21,918 Non-Current 5,845 27,763 (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 June 30, 2024, the fair value of the shares was determined to be $nil (December 31, 2023 - $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. Similarly, the fair value of the convertible debenture was determined to be $nil as at June 30, 2024. 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 June 30, 2024, 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, 2023 – C$0.10). The shares have been classified as level 1 within the fair value hierarchy – quoted market price. (iii) 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. During the six months June 30, 2024, the Company redeemed the full amount for gross proceeds of $738,000. The balance outstanding as at June 30, 2024 is $nil. iv) On February 14, 2024, the Company purchased a GIC in the amount of $22,140 from RBC with a maturity date of February 14, 2025. The GIC pays variable interest of 4.75% per annum. As of June 30, 2024, the balance outstanding is $21,918, The GIC has been classified as level 2 – valuation technique with observable market inputs. |
Intangible assets
Intangible assets | 6 Months Ended |
Jun. 30, 2024 | |
Intangible assets | |
Intangible assets | 7. Intangible assets Intangible assets as at June 30, 2024 are as follows: Cost Innovet Prismic Lucid Total 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 and June 30, 2024 — — 6,314,571 6,314,571 Accumulated amortization 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 Amortization — — 209,755 209,755 As at June 30, 2024 — — 1,168,639 1,168,639 Net book value As at December 31, 2023 — — 5,355,687 5,355,687 As at June 30, 2024 — — 5,145,932 5,145,932 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 | 6 Months Ended |
Jun. 30, 2024 | |
Trade and other payables | |
Trade and other payables | 8. Trade and other payables Trade and other payables consist of the following: June 30, 2024 December 31, 2023 $ $ Trade payables 3,603,059 3,240,658 Accrued liabilities (i) 816,608 954,371 4,419,667 4,195,029 (i) Accrued liabilities consist of the following: June 30, 2024 December 31, 2023 $ $ Operational expenses 279,034 71,953 Professional and other fees 128,381 473,225 Accrued interest 409,193 409,193 816,608 954,371 |
Warrants Liability
Warrants Liability | 6 Months Ended |
Jun. 30, 2024 | |
Warrants Liability | 9. 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 June 30, 2024, was $1 (December 31, 2023 – $31,338) resulting in a gain on change in fair value of $31,337 for the six months ended June 30, 2024 (2023 – $121,243). The fair value was determined using the Black-Scholes option pricing model and the following assumptions as at: June 30, 2024 December 31, 2023 Share price $ 0.16 $ 0.92 Exercise price $ 4.26 $ 4.26 Expected dividend yield - - Risk free interest rate 4.02 3.91 % Expected life 1.10 1.60 Expected volatility 70 % 66 % |
Notes payable
Notes payable | 6 Months Ended |
Jun. 30, 2024 | |
Notes payable | 10. Notes payable As at June 30, 2024, the Company has total notes payable balance of $615,562 (December 31, 2023 - $300,549). During the six months ended June 30, 2024, the Company issued a note payable of $290,387 (AUD $440,000) to RH Capital Finance CO LLC, with an interest rate of 16.0% per annum and maturing in June 2024. During the six months ended June 30, 2024, the Company accrued interest of $24,626. The total balance including interest was received subsequent to June 30, 2024. This loan allows the Company to access liquidity with respect to the Australian tax rebate scheme structure. The remaining note payable balance of $300,549 was assumed on acquisition of Prismic and is due on demand. |
Share capital
Share capital | 6 Months Ended |
Jun. 30, 2024 | |
Share capital | |
Share capital | 11. 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 regarding 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, 2022 72 151,588 38,504,210 143,258,972 6,482,093 2,142,400 Share repurchase [a] — — (1,904,700 ) (7,165,356 ) — — Warrants issued [b] — — — — 3,925,000 1,231,980 PSU converted to shares [c] — — 2,420,104 1,180,070 — — Share options exercised [d] — — 21,000 33,247 — — Warrants expired [e] — — — — (7,311 ) (138,885 ) Balance, June 30, 2023 72 151,588 39,040,614 137,306,933 10,399,782 3,235,495 Balance, December 31, 2023 72 151,622 39,376,723 137,626,863 10,324,043 2,723,356 Shares issued [f] — — 6,798,358 2,139,808 — — Shares for debt [g] — — 1,139,304 685,051 — — Warrants expired [h] — — — — (1,350,000 ) (286,189 ) Share options exercised [i] — — 94,000 102,563 — — Balance, June 30, 2024 72 151,622 47,408,385 140,554,285 8,974,043 2,437,167 Activity during the six months ended June 30, 2023: [a] During the six months ended June 30, 2023, the Company repurchased and canceled 1,904,700 Class B shares at prevailing market prices as part of its share repurchase program. [b] During the six months ended June 30, 2023, the Company issued 3,925,000 warrants for consulting services with a fair value of $1,384,553. The Company recognized $1,231,980 as expense during the six months ended June 30, 2023, with the remaining $152,573 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. [c] During the six months ended June 30, 2023, the Company converted 2,420,104 PSUs to Class B shares following the completion of the vesting condition on January 6, 2023, the filing of the MS Phase 1 IND. [d] During the six months ended June 30, 2023, 21,000 share options were exercised with an exercise price of C$1.30 in exchange for 21,000 Class B Common shares. [e] During the six months ended June 30, 2023, 7,311 warrants expired unexercised. Activity during the six months ended June 30, 2024: [f] During the six months ended June 30, 2024, the Company entered into an at-the-market offering agreement (the “ATM Agreement”) to sell Class B shares, having an aggregate offering price up to $11,154,232. During the six months ended June 30, 2024, the Company issued 6,798,358 common shares for gross proceeds of $2,234,790. A cash commission of $67,044, based on 3.0% of the aggregate gross proceeds, plus other trading expenses of $27,938, resulted in total share issuance costs of $94,982. The net proceeds from this raise were $2,139,808. [g] In March 2024, the Company settled an aggregate of $524,324 (C$637,750) of amounts owing to an arm’s length creditor through the issuance of 600,000 Class B shares at a price of $0.903 per Class B share for total value of $541,800. Included in this amount is 55,000 Class B shares issued pursuant to the conversion of RSUs, which vested immediately upon grant (Note 12). Each RSU entitled the holder to acquire one Class B share of the Company upon vesting. The Company incurred a loss on settlement of debt of $17,476 as the share price on the date of issuance was higher than the price stated in the agreement. In February 2024, the Company issued 39,304 Class B shares at a deemed price of $0.86 per Class B share to settle an aggregate amount of $33,636 owing to an arm’s length creditor. In June 2024, the Company settled an aggregate of $109,614 (C$150,000) of amounts owing to arm’s length creditors through the issuance of 500,000 Class B shares at a price of $0.22 per Class B share for total value of $109,614. The agreements state that the creditors will accept shares as payment and settlement of debt, provided that upon selling the debt settlement shares, the creditors have received net proceeds from the sale equal to the debt. For any losses, if any, calculated as the total debt minus the net proceeds, shall be added back to the debt amount on a dollar-for-dollar basis by the amount of the loss. As at June 30, 2024, there were amounts remaining in payables for these creditors. [h] During the six months ended June 30, 2024, 1,350,000 warrants expired unexercised. [i] During the six months ended June 30, 2024, 94,000 share options were exercised with a price of $1.10 (C$1.50) in exchange for 94,000 Class B Common shares. The shares were issued in exchange for services. The changes in the number of warrants outstanding during the six months ended June 30, 2024, and 2023: Number of warrants Weighted average exercise price # C$ Outstanding as at December 31, 2022 6,482,093 5.48 Issued 3,925,000 4.58 Expired (7,311 ) 16.08 Outstanding as at June 30, 2023 10,399,782 5.05 Outstanding as at December 31, 2023 10,324,043 5.05 Expired (1,350,000 ) 3.57 Outstanding as at June 30, 2024 8,974,043 5.89 Measurement of fair values There were no warrants granted during the six months ended June 30, 2024. The fair value of the warrants issued during the six months ended June 30, 2024 and 2023, were estimated at the date of grant using the Black-Scholes option pricing model with the following inputs: 2024 2023 Grant date share price — C$1.44 - C$2.29 Exercise price — C$1.50 - C$10.82 Expected dividend yield — — Risk free interest rate — 3.08% - 4.26% Expected life — 1 - 5 years Expected volatility — 64% - 109% The following table is a summary of the Company’s warrants outstanding as at June 30, 2024: Exercise price Number outstanding Expiry Date C$ # February 27, 2025 (i) 2.40 400,000 February 27, 2025 (i) 5.47 400,000 February 27, 2025 (i) 10.95 200,000 May 15, 2025 1.50 37,500 May 15, 2025 3.00 37,500 May 23, 2025 1.50 50,000 March 24, 2025 (i) 2.40 400,000 March 24, 2025 (i) 5.47 400,000 March 24, 2025 (i) 10.95 200,000 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) 7.75 1,381,215 October 20, 2025 (i) 4.53 3,454,543 January 16, 2026 26.73 1,722 January 20, 2026 26.73 373 May 15, 2028 1.50 500,000 5.89 8,974,043 (i) Warrants were issued in US$ |
Share-based compensation
Share-based compensation | 6 Months Ended |
Jun. 30, 2024 | |
Share-based compensation | |
Share-based compensation | 12. 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 six months ended June 30, 2024, the Company granted 800,000 (2023 – 2,488,000) share options to consultants of the Company. The changes in the number of share options outstanding during the six months ended June 30, 2024, and 2023, were as follows: Number of options Weighted average exercise price # C$ Outstanding as at December 31, 2023 2,460,615 1.56 Granted 800,000 1.50 Exercised (94,000 ) 1.50 Expired (58,735 ) 5.43 Outstanding as at June 30, 2024 3,107,880 1.48 Exercisable as at June 30, 2024 2,666,463 1.47 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 (55,000 ) 1.63 Exercised (21,000 ) 1.30 Expired (118,143 ) 6.89 Outstanding as at June 30, 2023 2,712,386 1.63 Exercisable as at June 30, 2023 2,538,634 1.57 During the six months ended June 30, 2024, $32,595 (2023 - 118,143) share options 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. Measurement of fair values The fair value of share options granted during the six months ended June 30, 2024, and 2023, were estimated at the date of grant using the Black-Scholes option pricing model with the following inputs: 2024 2023 Grant date share price C$1.11-C$1.20 C$1.28 - $C2.30 Exercise price C$1.50 C$1.30 - $C2.45 Expected dividend yield — — Risk free interest rate 3.98% - 4.20% 2.88% - 3.99% Expected life 2 years 3 - 5 years Expected volatility 66 % 95% - 110% Expected volatility was estimated by using the annualized historical volatility of the Company. The expected option life represents the period that options granted are expected to be outstanding. The risk-free interest rate is based on Canadian government bonds with a remaining term equal to the expected life of the options. The following table is a summary of the Company’s share options outstanding as at June 30, 2024: Options outstanding Options exercisable Exercise price Number outstanding Weighted average remaining contractual life [years] Exercise price Number exercisable C$ # # C$ # 1.30 2,000,000 3.82 1.30 2,000,000 1.50 706,000 1.82 1.50 285,333 1.70 67,980 1.62 1.70 67,980 2.38 15,000 1.91 2.38 15,000 2.41 15,000 1.98 2.41 15,000 2.45 294,000 1.90 2.45 274,000 2.91 5,150 1.75 2.91 5,150 3.86 4,750 2.73 3.86 4,000 1.48 3,107,880 3.11 1.47 2,666,463 [ii] Performance Share Units (“PSUs”) and Restrictive Share Units (“RSUs”) In May 2022, the Company established a performance share unit plan (“PSU Plan”) and a restrictive unit plan (“RSU 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 and RSU Plan 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 and RSUs. Each PSU and RSU converts into one common share of the Company at $nil exercise price. The Company’s PSU Plan and RSU 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. PSUs There were no PSUs issued during the six months ended June 30, 2024. As at June 30, 2024, there were no PSUs outstanding (December 31, 2023 – nil). During the six months ended June 30, 2023, the Company converted 2,420,104 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 six months ended June 30, 2023, the Company granted 400,000 PSUs to independent directors who are no longer with the Company. RSUs On February 23, 2024, the Company granted 55,000 RSUs pursuant to the shares for debt transaction (Note 11). The RSUs vested immediately upon grant and 55,000 Class B shares were issued with a total fair value of $49,665, which was determined based on the share price of the Company on the date of the grant. The change in the number of RSUs during the six months ended June 30, 2024, is as follows: Number of RSUs # Outstanding as at December 31, 2023 — Granted 55,000 Converted to common shares (55,000 ) Outstanding as at June 30, 2024 — The Company recognized share-based compensation as follows: For the three months ended June 30, For the six months ended June 30, 2024 2023 2024 2023 $ $ $ $ Share options 111,524 65,992 169,267 1,919,695 PSUs — — — 458,253 Warrants issued for services — 337,401 — 1,231,980 111,524 403,393 169,267 3,609,928 |
Non-controlling interests
Non-controlling interests | 6 Months Ended |
Jun. 30, 2024 | |
Non-controlling interests | 13. Non-controlling interests Through the License Agreement, FSD acquired 34.66% of Celly on July 31, 2023. As of June 30, 2024, the Company has a 25.71% (December 31, 2023 – 26.15%) 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, 2023 (327,501 ) Net loss for the period (428,633 ) Balance, June 30, 2024 (756,134 ) |
Loss per share
Loss per share | 6 Months Ended |
Jun. 30, 2024 | |
Loss per share | 14. 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 period. For all the periods presented, diluted loss per share equals basic loss per share due to the anti-dilutive effect of warrants, share options, PSUs and RSUs. 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 six months ended June 30, 2024, and 2023, are as follows: June 30, 2024 June 30, 2023 # # Warrants 8,974,043 10,399,782 Share Options 3,107,880 2,712,386 PSUs — 400,000 12,081,923 13,512,168 |
General and administrative
General and administrative | 6 Months Ended |
Jun. 30, 2024 | |
General and administrative | |
General and administrative | 15. General and administrative Components of general and administrative expenses for the three and six months ended June 30, 2024, and 2023 were as follows: For the three months ended June 30, For the six months ended June 30, 2024 2023 2024 2023 $ $ $ $ Professional fees 958,377 814,488 1,816,800 1,408,774 Investor relations 561,054 100,158 833,216 347,550 Salaries, wages and benefits 436,687 465,899 816,139 1,095,926 Consulting fees 204,492 269,067 423,453 825,871 Office and general administrative 163,958 691,102 350,029 1,313,418 Foreign exchange loss (gain) (14,285 ) (469,956 ) (10,142 ) (404,004 ) 2,310,283 1,870,758 4,229,495 4,587,535 |
Segment information
Segment information | 6 Months Ended |
Jun. 30, 2024 | |
Segment information | 16. 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 cash flow 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 June 30, 2024, and December 31, 2023, on a segmented basis: As at June 30, 2024 Biopharmaceutical Strategic Investments Total $ $ $ Current assets 3,545,851 6,476,204 10,022,055 Non-current assets 5,224,894 — 5,224,894 Current liabilities 5,044,864 — 5,044,864 Non-current liabilities — — — As at December 31, 2023 Biopharmaceutical Strategic Investments Total $ $ $ Current assets 3,897,317 7,187,988 11,085,305 Non-current assets 5,482,157 907,366 6,389,523 Current liabilities 4,565,566 — 4,565,566 Non-current liabilities — — — The following tables summarize the Company's interest income, total operating expenses, and net loss for the three and six months ended June 30, 2024 and 2023 on a segmented basis: For the six months ended June 30, 2024 Biopharmaceutical Strategic Investments Total $ $ $ Interest expense (income) 12,109 (289,057 ) (276,948 ) Total operating expenses 5,713,717 245 5,713,962 Net (loss) income (5,732,736 ) 288,812 (5,443,924 ) For the three months ended June 30, 2024 Biopharmaceutical Strategic Investments Total $ $ $ Interest expense (income) 31,266 (135,690 ) (104,424 ) Total operating expenses 3,456,556 50 3,456,606 Net (loss) income (3,488,139 ) 135,640 (3,352,499 ) For the six months ended June 30, 2023 Biopharmaceutical Strategic Investments Consolidated $ $ $ Interest income (171,303 ) (287,201 ) (458,504 ) Total operating expenses 18,676,314 181 18,676,495 Net loss (15,065,658 ) (382,164 ) (15,447,822 ) For the three months ended June 30, 2023 Biopharmaceutical Strategic Investments Consolidated $ $ $ Interest income (34,787 ) (151,376 ) (186,163 ) Total operating expenses 8,831,414 106 8,831,520 Net loss (5,243,879 ) (246,414 ) (5,490,293 ) |
Commitments and contingencies
Commitments and contingencies | 6 Months Ended |
Jun. 30, 2024 | |
Commitments and contingencies | |
Commitments and contingencies | 17. 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 condensed consolidated interim statements of loss and comprehensive loss in that period. 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 June 2025. The ultimate outcome of the matter cannot be determined at this time. 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 considering Raza Bokhari’s failed motion for leave to appeal. As of the date hereof, the litigation is ongoing. On May 31, 2024, the United States District Court for the Eastern District of Pennsylvania confirmed FSD Pharma, Inc.’s Petition to Confirm Arbitration Awards entered against Dr. Raza Bokhari. On June 27, 2024, the US District Court for the Eastern District of Pennsylvania confirmed FSD Pharma’s motion for entry of judgement and granted judgement in favor of FSD Pharma Inc of approximately USD 3 million. |
Related party transactions
Related party transactions | 6 Months Ended |
Jun. 30, 2024 | |
Related party transactions | |
Related party transactions | 18. 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 of the following: a) Director’s compensation for the three and six months ended June 30, 2024, was $33,201 and $99,716, respectively (2023 – $49,932 and $104,345). b) During the six months ended June 30, 2024, the Company granted Nil (2023 – 400,000) PSUs to independent members of the Board. As at June 30, 2024, 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 six months ended June 30, 2024, the Company granted the previous interim CEO, the current CEO, the Chief Operating Officer (“COO”) and the CEO of Lucid, Nil (2023 – 500,000) 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 six months ended June 30, 2023, the Company entered into a secured loan agreement with the CEO for 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 the underlying residential property. e) During the six months ended June 30, 2023, the Company issued 1,000,000 warrants for consulting services to certain independent members of the Board of Directors with a fair value of $533,206, prior to them joining the Board of Directors. 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. Key management personnel compensation during the three and six months ended June 30, 2024, and 2023 is comprised of: For the three months ended June 30, For the six months ended June 30, 2024 2023 2024 2023 $ $ $ $ Salaries, benefits, bonuses and consulting fees 152,286 354,614 476,528 672,444 Share-based payments — 286,835 — 2,344,616 152,286 641,449 476,528 3,017,060 As at June 30, 2024, the Company owed an executive officer $Nil (December 31, 2023 - $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. As at June 30, 2024, the Company has $9,133 owing to related parties included in accounts payable and accrued liabilities (December 31, 2023 - $Nil). |
Capital Management
Capital Management | 6 Months Ended |
Jun. 30, 2024 | |
Capital Management | |
Capital Management | 19. Capital Management The Company’s capital management objectives are to maintain financial flexibility 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 June 30, 2024, the Company’s share capital was $140,705,907 (December 31, 2023 – $137,778,485). The Company does not have any long-term debt. Outstanding notes payables were assumed on the acquisition of Prismic and are due on demand. The Company manages its capital structure in accordance with changes in economic conditions. 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 specific circumstances. The Company is not subject to any externally imposed capital requirements. |
Subsequent events
Subsequent events | 6 Months Ended |
Jun. 30, 2024 | |
Subsequent events | |
Subsequent events | 20. Subsequent Events The Company issued three new loans secured by residential or commercial properties during July and August 2024 and renewed one existing loan in July 2024. The total amount of these loans was equivalent to $1,866,370 (C$2,585,000). The Company generated total proceeds of approximately $5,542,952 through its ATM Agreement subsequent to June 30, 2024. The proceeds will be used in the normal course of business operations. The Company issued a total of 950,000 Class B shares to settle debts owing to an arm’s length creditor subsequent to June 30, 2024. On August 9, 2024, the Company announced a share consolidation and name change, effective August 15, 2024. The Company will consolidate its shares on a 65:1 basis and change its name to "Quantum BioPharma Ltd." with a new trading symbol "QNTM" on both NASDAQ and CSE. This move aims to regain compliance with NASDAQ's minimum bid price requirement. |
Basis of presentation (Policies
Basis of presentation (Policies) | 6 Months Ended |
Jun. 30, 2024 | |
Basis of presentation | |
Statement of compliance | These condensed consolidated interim financial statements (“financial statements’) were prepared using the same accounting policies and methods as those used in the Company’s audited consolidated financial statements for the year ended December 31, 2023. These financial statements have been prepared in compliance with IAS 34 – Interim Financial Reporting, as issued by the International Accounting Standards Board (“IASB”). Accordingly, certain disclosures normally included in annual financial statements prepared in accordance with International Financial Reporting Standards (“IFRS”) have been omitted or condensed. These financial statements should be read in conjunction with the Company’s audited consolidated financial statements for the year ended December 31, 2023. These financial statements were approved and authorized for issuance by the Board of Directors (the “Board”) of the Company on August 12, 2024. |
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. These condensed consolidated interim financial statements are presented in United States dollars ("USD"), which is the Company’s functional and presentation currency for all periods presented. 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 HUGE Biopharma Australia Pty. Ltd. Australian Dollar |
Use of estimates and judgments | The preparation of these financial statements in conformity with IFRS requires management to make estimates, judgements and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, consistent with those disclosed in the audited consolidated financial statements for the year ended December 31, 2023 and described in these financial statements. 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. 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 held 25.71% of the voting rights as of June 30, 2024 (December 31, 2023 – 26.15%). 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, held a combined 57.45% (December 31, 2023 - 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 from July 31, 2023, through June 30, 2024. 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 13). |
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. The amendment did not have a material impact on the financial statements. 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) | 6 Months Ended |
Jun. 30, 2024 | |
Nature of business | |
Schedule of ownership percentage in subsidiaries | Ownership percentage as at Ownership percentage as at Entity Name Country June 30, 2024 December 31, 2023 % % FSD Biosciences Inc. USA 100.00 100.00 Prismic Pharmaceuticals Inc. USA 100.00 100.00 FV Pharma Inc. Canada 100.00 100.00 Lucid Psycheceuticals Inc. Canada 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 25.71 26.15 HUGE Biopharma Australia Pty. Ltd. Australia 100.00 - |
Other receivables (Tables)
Other receivables (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Other receivables | |
Schedule of other receivables | June 30, 2024 December 31, 2023 $ $ Sales tax recoverable 82,772 209,550 Interest receivable 393 15,511 Other receivables 3,703 3,703 86,868 228,764 |
Prepaid expenses and deposits (
Prepaid expenses and deposits (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Schedule of prepaid expenses and deposits | June 30, 2024 December 31, 2023 $ $ Research and development - 30,705 Insurance 57,767 60,999 Other prepaids and deposits 72,657 63,709 130,424 155,413 |
Finance receivables (Tables)
Finance receivables (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Finance receivables | |
Schedule of finance receivables | $ Balance – January 1, 2024 8,095,354 Add: Interest income 504,434 Less: Interest payments (492,555 ) Less: Principal payments (1,730,872 ) Effects of foreign exchange 99,843 Balance – June 30, 2024 6,476,204 Current 6,476,204 Non-current - Balance – June 30, 2024 6,476,204 June 30, 2024 $ Minimum payments receivable 6,605,516 Unearned income (129,312 ) Net investment 6,476,204 Allowance for credit losses — Finance receivables, net 6,476,204 |
Investments (Tables)
Investments (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Investments | |
Schedule of investments | Entity Instrument Note Balance at December 31, 2023 Additions Redemptions Effects of foreign exchange Balance at June 30 , 2024 $ $ $ $ Solarvest BioEnergy Inc. Shares (i) — — — — — Solarvest BioEnergy Inc. Convertible debenture (i) — — — — — A2ZCryptoCap Inc. Shares (ii) 6,049 — — (204) 5,845 Royal Bank of Canada GIC (iii) 756,100 — (738,000) (18,100) — Royal Bank of Canada GIC (iv) — 21,918 — — 21,918 762,149 21,918 (738,000) (18,304 ) 27,763 Current 21,918 Non-Current 5,845 27,763 |
Intangible assets (Tables)
Intangible assets (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Intangible assets | |
Schedule of intangible assets | Cost Innovet Prismic Lucid Total 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 and June 30, 2024 — — 6,314,571 6,314,571 Accumulated amortization 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 Amortization — — 209,755 209,755 As at June 30, 2024 — — 1,168,639 1,168,639 Net book value As at December 31, 2023 — — 5,355,687 5,355,687 As at June 30, 2024 — — 5,145,932 5,145,932 |
Trade and other payables (Table
Trade and other payables (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Trade and other payables | |
Schedule of trade and other payables | June 30, 2024 December 31, 2023 $ $ Trade payables 3,603,059 3,240,658 Accrued liabilities (i) 816,608 954,371 4,419,667 4,195,029 |
Schedule of accrued liabilities | June 30, 2024 December 31, 2023 $ $ Operational expenses 279,034 71,953 Professional and other fees 128,381 473,225 Accrued interest 409,193 409,193 816,608 954,371 |
Warrants Liability (Tables)
Warrants Liability (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Schedule of fair black scholes warrants liability | June 30, 2024 December 31, 2023 Share price $ 0.16 $ 0.92 Exercise price $ 4.26 $ 4.26 Expected dividend yield - - Risk free interest rate 4.02 3.91 % Expected life 1.10 1.60 Expected volatility 70 % 66 % |
Share capital (Tables)
Share capital (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Share capital | |
Schedule of changes in share capital | Class A shares Class B shares Warrants # $ # $ # $ Balance, December 31, 2022 72 151,588 38,504,210 143,258,972 6,482,093 2,142,400 Share repurchase [a] — — (1,904,700 ) (7,165,356 ) — — Warrants issued [b] — — — — 3,925,000 1,231,980 PSU converted to shares [c] — — 2,420,104 1,180,070 — — Share options exercised [d] — — 21,000 33,247 — — Warrants expired [e] — — — — (7,311 ) (138,885 ) Balance, June 30, 2023 72 151,588 39,040,614 137,306,933 10,399,782 3,235,495 Balance, December 31, 2023 72 151,622 39,376,723 137,626,863 10,324,043 2,723,356 Shares issued [f] — — 6,798,358 2,139,808 — — Shares for debt [g] — — 1,139,304 685,051 — — Warrants expired [h] — — — — (1,350,000 ) (286,189 ) Share options exercised [i] — — 94,000 102,563 — — Balance, June 30, 2024 72 151,622 47,408,385 140,554,285 8,974,043 2,437,167 |
Schedule of changes in warrants outstanding and weighted average exercise price | Number of warrants Weighted average exercise price # C$ Outstanding as at December 31, 2022 6,482,093 5.48 Issued 3,925,000 4.58 Expired (7,311 ) 16.08 Outstanding as at June 30, 2023 10,399,782 5.05 Outstanding as at December 31, 2023 10,324,043 5.05 Expired (1,350,000 ) 3.57 Outstanding as at June 30, 2024 8,974,043 5.89 |
Schedule of fair value assumptions of warrants outstanding | 2024 2023 Grant date share price — C$1.44 - C$2.29 Exercise price — C$1.50 - C$10.82 Expected dividend yield — — Risk free interest rate — 3.08% - 4.26% Expected life — 1 - 5 years Expected volatility — 64% - 109% |
Schedule of number of warrants outstanding and exercise price | Exercise price Number outstanding Expiry Date C$ # February 27, 2025 (i) 2.40 400,000 February 27, 2025 (i) 5.47 400,000 February 27, 2025 (i) 10.95 200,000 May 15, 2025 1.50 37,500 May 15, 2025 3.00 37,500 May 23, 2025 1.50 50,000 March 24, 2025 (i) 2.40 400,000 March 24, 2025 (i) 5.47 400,000 March 24, 2025 (i) 10.95 200,000 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) 7.75 1,381,215 October 20, 2025 (i) 4.53 3,454,543 January 16, 2026 26.73 1,722 January 20, 2026 26.73 373 May 15, 2028 1.50 500,000 5.89 8,974,043 |
Share-based compensation (Table
Share-based compensation (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Share-based compensation | |
Schedule of stock options granted | Number of options Weighted average exercise price # C$ Outstanding as at December 31, 2023 2,460,615 1.56 Granted 800,000 1.50 Exercised (94,000 ) 1.50 Expired (58,735 ) 5.43 Outstanding as at June 30, 2024 3,107,880 1.48 Exercisable as at June 30, 2024 2,666,463 1.47 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 (55,000 ) 1.63 Exercised (21,000 ) 1.30 Expired (118,143 ) 6.89 Outstanding as at June 30, 2023 2,712,386 1.63 Exercisable as at June 30, 2023 2,538,634 1.57 |
Schedule of fair values of options granted using the Black-Scholes option pricing model | 2024 2023 Grant date share price C$1.11-C$1.20 C$1.28 - $C2.30 Exercise price C$1.50 C$1.30 - $C2.45 Expected dividend yield — — Risk free interest rate 3.98% - 4.20% 2.88% - 3.99% Expected life 2 years 3 - 5 years Expected volatility 66 % 95% - 110% |
summary of Companyshare options outstanding | Options outstanding Options exercisable Exercise price Number outstanding Weighted average remaining contractual life [years] Exercise price Number exercisable C$ # # C$ # 1.30 2,000,000 3.82 1.30 2,000,000 1.50 706,000 1.82 1.50 285,333 1.70 67,980 1.62 1.70 67,980 2.38 15,000 1.91 2.38 15,000 2.41 15,000 1.98 2.41 15,000 2.45 294,000 1.90 2.45 274,000 2.91 5,150 1.75 2.91 5,150 3.86 4,750 2.73 3.86 4,000 1.48 3,107,880 3.11 1.47 2,666,463 |
Schedule of fair values of PSUs granted using the Black-Scholes option pricing model | Number of RSUs # Outstanding as at December 31, 2023 — Granted 55,000 Converted to common shares (55,000 ) Outstanding as at June 30, 2024 — |
Schedule of share-based compensation | For the three months ended June 30, For the six months ended June 30, 2024 2023 2024 2023 $ $ $ $ Share options 111,524 65,992 169,267 1,919,695 PSUs — — — 458,253 Warrants issued for services — 337,401 — 1,231,980 111,524 403,393 169,267 3,609,928 |
Non-controlling interests (Tabl
Non-controlling interests (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Schedule of reconciliation of non controlling interest | Balance, December 31, 2023 (327,501 ) Net loss for the period (428,633 ) Balance, June 30, 2024 (756,134 ) |
Loss per share (Tables)
Loss per share (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Schedule of loss per share | June 30, 2024 June 30, 2023 # # Warrants 8,974,043 10,399,782 Share Options 3,107,880 2,712,386 PSUs — 400,000 12,081,923 13,512,168 |
General and administrative (Tab
General and administrative (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
General and administrative | |
Schedule of general and administrative expense | For the three months ended June 30, For the six months ended June 30, 2024 2023 2024 2023 $ $ $ $ Professional fees 958,377 814,488 1,816,800 1,408,774 Investor relations 561,054 100,158 833,216 347,550 Salaries, wages and benefits 436,687 465,899 816,139 1,095,926 Consulting fees 204,492 269,067 423,453 825,871 Office and general administrative 163,958 691,102 350,029 1,313,418 Foreign exchange loss (gain) (14,285 ) (469,956 ) (10,142 ) (404,004 ) 2,310,283 1,870,758 4,229,495 4,587,535 |
Segment information (Tables)
Segment information (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Schedule of asset and income by segment | As at June 30, 2024 Biopharmaceutical Strategic Investments Total $ $ $ Current assets 3,545,851 6,476,204 10,022,055 Non-current assets 5,224,894 — 5,224,894 Current liabilities 5,044,864 — 5,044,864 Non-current liabilities — — — As at December 31, 2023 Biopharmaceutical Strategic Investments Total $ $ $ Current assets 3,897,317 7,187,988 11,085,305 Non-current assets 5,482,157 907,366 6,389,523 Current liabilities 4,565,566 — 4,565,566 Non-current liabilities — — — For the six months ended June 30, 2024 Biopharmaceutical Strategic Investments Total $ $ $ Interest expense (income) 12,109 (289,057 ) (276,948 ) Total operating expenses 5,713,717 245 5,713,962 Net (loss) income (5,732,736 ) 288,812 (5,443,924 ) For the three months ended June 30, 2024 Biopharmaceutical Strategic Investments Total $ $ $ Interest expense (income) 31,266 (135,690 ) (104,424 ) Total operating expenses 3,456,556 50 3,456,606 Net (loss) income (3,488,139 ) 135,640 (3,352,499 ) For the six months ended June 30, 2023 Biopharmaceutical Strategic Investments Consolidated $ $ $ Interest income (171,303 ) (287,201 ) (458,504 ) Total operating expenses 18,676,314 181 18,676,495 Net loss (15,065,658 ) (382,164 ) (15,447,822 ) For the three months ended June 30, 2023 Biopharmaceutical Strategic Investments Consolidated $ $ $ Interest income (34,787 ) (151,376 ) (186,163 ) Total operating expenses 8,831,414 106 8,831,520 Net loss (5,243,879 ) (246,414 ) (5,490,293 ) |
Related party transactions (Tab
Related party transactions (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Related party transactions | |
Schedule of key management personnel compensation | For the three months ended June 30, For the six months ended June 30, 2024 2023 2024 2023 $ $ $ $ Salaries, benefits, bonuses and consulting fees 152,286 354,614 476,528 672,444 Share-based payments — 286,835 — 2,344,616 152,286 641,449 476,528 3,017,060 |
Nature of business (Details)
Nature of business (Details) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 | Dec. 31, 2023 | |
Lucid Psycheceuticals Inc. [Member] | ||
Statement [Line Items] | ||
Country | Canada | |
Ownership percentage | 100% | 100% |
FSD Biosciences Inc. [Member] | ||
Statement [Line Items] | ||
Country | USA | |
Ownership percentage | 100% | 100% |
FV Pharma Inc. | ||
Statement [Line Items] | ||
Country | Canada | |
Ownership percentage | 100% | 100% |
FSD Strategic Investments Inc. | ||
Statement [Line Items] | ||
Country | Canada | |
Ownership percentage | 100% | 100% |
FSD Pharma Australia Pty Ltd [Member] | ||
Statement [Line Items] | ||
Country | Australia | |
Ownership percentage | 100% | 100% |
Celly Nutrition Corp. | ||
Statement [Line Items] | ||
Country | Canada | |
Ownership percentage | 25.71% | 26.15% |
Prismic Pharmaceuticals Inc. [Member] | ||
Statement [Line Items] | ||
Country | USA | |
Ownership percentage | 100% | 100% |
HUGE Biopharma Australia Pty. Ltd. | ||
Statement [Line Items] | ||
Country | Australi | |
Ownership percentage | 100% | 0% |
Nature of business (Details Nar
Nature of business (Details Narrative) - USD ($) | 1 Months Ended | 6 Months Ended | 12 Months Ended | ||
Nov. 30, 2023 | Jul. 31, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Statement [Line Items] | |||||
Accumulated deficit | $ 16,292,345,100,000 | $ 15,790,816,000,000 | |||
Net loss | 544,392,400,000 | $ 1,544,782,200,000 | |||
Working capital surplus | $ 497,719,100,000 | $ 651,973,900,000 | |||
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% | ||||
Celly Nutrition Corp. | |||||
Statement [Line Items] | |||||
Ownership percentage | 25.71% | 26.15% |
Other receivables (Details)
Other receivables (Details) - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 |
Other receivables | ||
Sales tax recoverable | $ 82,772 | $ 209,550 |
Interest receivable | 393 | 15,511 |
Other receivables | 3,703 | 3,703 |
Other receivables Net | $ 86,868 | $ 228,764 |
Prepaid expenses and deposits_2
Prepaid expenses and deposits (Details) - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 |
Research and development | $ 0 | $ 30,705 |
Insurance | 57,767 | 60,999 |
Other prepaids and deposits | 72,657 | 63,709 |
Prepaid expenses and deposits | $ 130,424 | $ 155,413 |
Finance receivables (Details)
Finance receivables (Details) - USD ($) | 6 Months Ended |
Jun. 30, 2024 | |
Finance receivables | |
Balance - January 1, 2024 | $ 8,095,354 |
Add: Interest income | 504,434 |
Less: Interest payments | 492,555 |
Less: Principal payments | 1,730,872 |
Effects of foreign exchange | (99,843) |
Balance - June 30, 2024 | 6,476,204 |
Current | 6,476,204 |
Non-current | 0 |
Balance - June 30, 2024 | $ 6,476,204 |
Finance receivables (Details 1)
Finance receivables (Details 1) | Jun. 30, 2024 USD ($) |
Finance receivables | |
Minimum payments receivable | $ 6,605,516 |
Unearned income | (129,312) |
Net investment | 6,476,204 |
Allowance for credit losses | 0 |
Finance receivables, net | $ 6,476,204 |
Investments (Details)
Investments (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2024 | Dec. 31, 2023 | |
Statement [Line Items] | ||
Begining balance | $ 762,149 | |
Current | 21,918 | $ 756,100 |
Non current | 5,845 | |
Additions | 21,918 | |
Redemptions | (738,000) | |
Effects of foreign exchange | (18,304) | |
Ending balance | 27,763 | |
Solarvest BioEnergy Inc [Member] | Convertible debenture | ||
Statement [Line Items] | ||
Begining balance | 0 | |
Additions | 0 | |
Redemptions | 0 | |
Effects of foreign exchange | 0 | |
Ending balance | 0 | |
Royal Bank Of Canada [Member] | Guaranteed Investment Certificate Member | ||
Statement [Line Items] | ||
Begining balance | 756,100 | |
Additions | 0 | |
Redemptions | (738,000) | |
Effects of foreign exchange | 18,100 | |
Ending balance | 0 | |
Royal Bank Of Canada One [Member] | Guaranteed Investment Certificate One Member | ||
Statement [Line Items] | ||
Begining balance | 0 | |
Additions | 21,918 | |
Redemptions | 0 | |
Effects of foreign exchange | 0 | |
Ending balance | 21,918 | |
Ordinary Stock Shares Member | Solarvest BioEnergy Inc [Member] | ||
Statement [Line Items] | ||
Begining balance | 0 | |
Additions | 0 | |
Redemptions | 0 | |
Effects of foreign exchange | 0 | |
Ending balance | 0 | |
Ordinary Stock Shares Member | A2ZCryptoCap Inc. [Member] | ||
Statement [Line Items] | ||
Begining balance | 6,049 | |
Additions | 0 | |
Redemptions | 0 | |
Effects of foreign exchange | (204) | |
Ending balance | $ 5,845 |
Investments (Details Narrative)
Investments (Details Narrative) | 1 Months Ended | 6 Months Ended | 12 Months Ended | |||||
Aug. 09, 2023 USD ($) | Feb. 14, 2024 USD ($) | Jun. 23, 2022 $ / shares shares | Jun. 30, 2024 USD ($) $ / shares shares | Jun. 30, 2024 CAD ($) shares | Jun. 30, 2023 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2023 $ / 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 31, 2024 | May 31, 2024 | ||||||
Shares price per shares | $ / shares | $ 0.10 | $ 1 | ||||||
Purchase of notes | $ (21,918) | $ 0 | $ 0 | |||||
A2ZCryptoCap Inc. [Member] | ||||||||
Statement [Line Items] | ||||||||
Shares price per shares | $ / shares | $ 0.10 | $ 0.10 | $ 0.10 | |||||
Number Of Shares Acquired | shares | 80,000 | |||||||
Guaranteed Investment Certificate [Member] | ||||||||
Statement [Line Items] | ||||||||
Miturity date | Aug. 09, 2024 | |||||||
Purchase of notes | $ 744,500 | |||||||
Variablen Interest Rate | (2.00%) | |||||||
Gross proceeds Redeemed amount | $ 738,000 | |||||||
Outstanding balance | $ 0 | |||||||
Guaranteed Investment Certificate One [Member] | ||||||||
Statement [Line Items] | ||||||||
Purchase of notes | $ 22,140 | |||||||
Variablen Interest Rate | 4.75% | |||||||
Outstanding balance | $ 21,918 |
Intangible assets (Details)
Intangible assets (Details) - USD ($) | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Statement [Line Items] | |||
Intangible assets | $ 5,145,932 | $ 5,145,932 | $ 5,355,687 |
Accumulated depreciation and amortisation [member] | |||
Statement [Line Items] | |||
Begining balance | 958,884 | 14,225,775 | 14,225,775 |
Impairment | (15,631,874) | ||
Ending balance | 1,168,639 | 958,884 | |
Additions | 2,364,983 | ||
Amortization | 209,755 | ||
Prismic [Member] | |||
Statement [Line Items] | |||
Amortization | 0 | ||
Intangible assets | 0 | 0 | |
Prismic [Member] | Accumulated depreciation and amortisation [member] | |||
Statement [Line Items] | |||
Begining balance | 0 | 13,457,622 | 13,457,622 |
Impairment | (15,361,970) | ||
Ending balance | 0 | ||
Amortization | 1,904,348 | ||
Innovet [Member] | |||
Statement [Line Items] | |||
Amortization | 0 | ||
Intangible assets | 0 | 0 | |
Innovet [Member] | Accumulated depreciation and amortisation [member] | |||
Statement [Line Items] | |||
Begining balance | 0 | 229,933 | 229,933 |
Impairment | (269,904) | ||
Ending balance | 0 | ||
Additions | 39,971 | ||
Lucid [Member] | |||
Statement [Line Items] | |||
Amortization | 209,755 | ||
Intangible assets | 1,168,639 | 5,355,687 | |
Lucid [Member] | Accumulated depreciation and amortisation [member] | |||
Statement [Line Items] | |||
Begining balance | 958,884 | 538,220 | 538,220 |
Ending balance | 958,884 | ||
Amortization | 420,664 | ||
Cost [Member] | |||
Statement [Line Items] | |||
Begining balance | 6,314,571 | 26,266,064 | 26,266,064 |
Impairment | (19,951,493) | ||
Ending balance | 6,314,571 | ||
Cost [Member] | Prismic [Member] | |||
Statement [Line Items] | |||
Begining balance | 0 | 19,201,493 | 19,201,493 |
Impairment | (19,201,493) | ||
Ending balance | 0 | ||
Cost [Member] | Lucid [Member] | |||
Statement [Line Items] | |||
Begining balance | 6,314,571 | 6,314,571 | 6,314,571 |
Ending balance | 6,314,571 | ||
Costs [Member] | Innovet [Member] | |||
Statement [Line Items] | |||
Begining balance | $ 0 | $ 750,000 | 750,000 |
Impairment | (750,000) | ||
Ending balance | $ 0 |
Trade and other payables (Detai
Trade and other payables (Details) - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 |
Trade and other payables | ||
Trade payables | $ 3,603,059 | $ 3,240,658 |
Accrued liabilities | 816,608 | 954,371 |
Trade and other payables | $ 4,419,667 | $ 4,195,029 |
Trade and other payables (Det_2
Trade and other payables (Details 1) - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 |
Trade and other payables | ||
Operational expenses | $ 279,034 | $ 71,953 |
Professional and other fees | 128,381 | 473,225 |
Accrued interest | 409,193 | 409,193 |
Accrued liabilities | $ 816,608 | $ 954,371 |
Warrants Liability (Details)
Warrants Liability (Details) - $ / shares | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 | Dec. 31, 2023 | |
Statement [Line Items] | ||
Expected life (years) | 0 years | |
Warranty Liability Member | ||
Statement [Line Items] | ||
Share Price | $ 0.16 | $ 0.92 |
Exercise price | $ 4.26 | $ 4.26 |
Risk free interest rate | 4.02% | 3.91% |
Expected life (years) | 1 year 1 month 6 days | 1 year 7 months 6 days |
Expected volatility | 70% | 66% |
Expected dividend yield | 0% | 0% |
Warrants Liability (Details Nar
Warrants Liability (Details Narrative) - Warranty Liability Member - USD ($) | 1 Months Ended | 6 Months Ended | 12 Months Ended |
Aug. 31, 2020 | Jun. 30, 2024 | Dec. 31, 2023 | |
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 | $ 1 | $ 31,338 | |
Gain on change in fair value | $ 31,337 | $ 121,243 |
Notes payable (Details Narrativ
Notes payable (Details Narrative) - USD ($) | 6 Months Ended | |
Jun. 30, 2024 | Dec. 31, 2023 | |
Statement [Line Items] | ||
Total notes payable balance | $ 615,562 | $ 300,549 |
RH Capital Finance CO LLC | ||
Statement [Line Items] | ||
Remaining note payable balance | 300,549 | |
Issued of note payable | $ 290,387 | |
Interest rate | 16% | |
Accrued interest | $ 24,626 |
Share capital (Details)
Share capital (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Statement [Line Items] | ||
Balance, amount | $ 12,909,262 | $ 30,542,220 |
Shares issued amount | 685,051 | 0 |
Warrants issued, amounts | 1,231,980 | |
Shares for debt, amount | 685,051 | |
Balance, amount | $ 10,202,085 | $ 15,549,268 |
Share options exercised shares | 94,000 | 21,000 |
Share options exercised amount | $ 20,247 | |
Class B Common Shares [Member] | ||
Statement [Line Items] | ||
Begininig balance shares | 39,376,723 | 38,504,210 |
Balance, amount | $ 137,626,863 | $ 143,258,972 |
Shares issued amount | $ 2,139,808 | |
Warrants issued, share | 0 | |
Warrants issued, amounts | $ 0 | |
Shares issued shares | 6,798,358 | |
Warrants expired shares | 0 | 0 |
Warrants expired amount | $ 0 | $ 0 |
Shares for debt, share | 1,139,304 | |
Shares for debt, amount | $ 685,051 | |
Ending balance shares | 47,408,385 | 39,040,614 |
Balance, amount | $ 140,554,285 | $ 137,306,933 |
Shares Repurchase shares | (1,904,700) | |
Shares Repurchase amount | $ (7,165,356) | |
Share options exercised shares | 94,000 | 21,000 |
Share options exercised amount | $ 102,563 | $ 33,247 |
PSU converted to amount | $ 1,180,070 | |
PSU converted to shares | 2,420,104 | |
Class A Common Shares [Member] | ||
Statement [Line Items] | ||
Begininig balance shares | 72 | 72 |
Balance, amount | $ 151,622 | $ 151,588 |
Shares issued amount | 0 | |
Warrants expired amount | 0 | 0 |
Shares Repurchase | 0 | 0 |
Plan of arrangement | $ 0 | 0 |
Shares based payment amount | 0 | |
Share cancellation amount | $ 0 | |
Ending balance shares | 72 | 72 |
Balance, amount | $ 151,622 | $ 151,588 |
Represents information of warrant. [Member] | ||
Statement [Line Items] | ||
Begininig balance shares | 10,324,043 | 6,482,093 |
Balance, amount | $ 2,723,356 | $ 2,142,400 |
Shares issued amount | $ 0 | |
Warrants issued, share | 3,925,000 | |
Warrants issued, amounts | $ 1,231,980 | |
Warrants expired shares | (1,350,000) | (7,311) |
Warrants expired amount | $ (286,189) | $ (138,885) |
Shares Repurchase | $ 0 | |
Shares for debt, amount | $ 0 | |
Ending balance shares | 8,974,043 | 10,399,782 |
Balance, amount | $ 2,437,167 | $ 3,235,495 |
Share options exercised amount | $ 0 | 0 |
PSU converted to amount | $ 0 |
Share capital (Details 1)
Share capital (Details 1) - $ / shares | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Share capital | ||
Begining balance shares | 10,324,043 | 6,482,093 |
Issued | 3,925,000 | |
Expired | (1,350,000) | (7,311) |
Ending balance | 8,974,043 | 10,399,782 |
Weighted average exercise Price warrants Outstanding | $ 5.05 | $ 5.48 |
Issued | 4.58 | |
Expired | 3.57 | 16.08 |
Weighted average exercise Price warrants Outstanding | $ 5.89 | $ 5.05 |
Share capital (Details 2)
Share capital (Details 2) - $ / shares | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Statement [Line Items] | ||
Grant date share price | $ 0 | |
Exercise price | $ 0 | |
Risk free interest rate | 0% | |
Expected life | 0 years | |
Expected volatility | 0% | |
Expected dividend yield | 0% | 0% |
Bottom of the range [member] | ||
Statement [Line Items] | ||
Grant date share price | $ 1.44 | |
Exercise price | $ 1.50 | |
Risk free interest rate | 3.08% | |
Expected life | 1 year | |
Expected volatility | 64% | |
Top of the range [member] | ||
Statement [Line Items] | ||
Grant date share price | $ 2.29 | |
Exercise price | $ 10.82 | |
Risk free interest rate | 4.26% | |
Expected life | 5 years | |
Expected volatility | 109% |
Share capital (Details 3)
Share capital (Details 3) | 6 Months Ended |
Jun. 30, 2024 $ / shares shares | |
Statement [Line Items] | |
Exercise Price warrants Outstanding | $ / shares | $ 5.89 |
Number of warrants Outstanding | shares | 8,974,043 |
Warrants Seventeen [Member] | |
Statement [Line Items] | |
Exercise Price warrants Outstanding | $ / shares | $ 26.73 |
Number of warrants Outstanding | shares | 373 |
Expiry Date | January 20, 2026 |
Warrants Eighteen [Member] | |
Statement [Line Items] | |
Exercise Price warrants Outstanding | $ / shares | $ 1.50 |
Number of warrants Outstanding | shares | 500,000 |
Expiry Date | May 15, 2028 |
Warrants One [Member] | |
Statement [Line Items] | |
Exercise Price warrants Outstanding | $ / shares | $ 2.40 |
Number of warrants Outstanding | shares | 400,000 |
Expiry Date | February 27, 2025 |
Warrants Two [Member] | |
Statement [Line Items] | |
Exercise Price warrants Outstanding | $ / shares | $ 10.95 |
Number of warrants Outstanding | shares | 200,000 |
Expiry Date | February 27, 2025 |
Warrants Three [Member] | |
Statement [Line Items] | |
Exercise Price warrants Outstanding | $ / shares | $ 1.50 |
Number of warrants Outstanding | shares | 37,500 |
Expiry Date | May 15, 2025 |
Warrants Four [Member] | |
Statement [Line Items] | |
Exercise Price warrants Outstanding | $ / shares | $ 3 |
Number of warrants Outstanding | shares | 37,500 |
Expiry Date | May 15, 2025 |
Warrants Five [Member] | |
Statement [Line Items] | |
Exercise Price warrants Outstanding | $ / shares | $ 1.50 |
Number of warrants Outstanding | shares | 50,000 |
Expiry Date | May 23, 2025 |
Warrants Six [Member] | |
Statement [Line Items] | |
Exercise Price warrants Outstanding | $ / shares | $ 2.40 |
Number of warrants Outstanding | shares | 400,000 |
Expiry Date | March 24, 2025 |
Warrants Seven [Member] | |
Statement [Line Items] | |
Exercise Price warrants Outstanding | $ / shares | $ 5.47 |
Number of warrants Outstanding | shares | 400,000 |
Expiry Date | March 24, 2025 |
Warrants Eight [Member] | |
Statement [Line Items] | |
Exercise Price warrants Outstanding | $ / shares | $ 10.95 |
Number of warrants Outstanding | shares | 200,000 |
Expiry Date | March 24, 2025 |
Warrants Nine [Member] | |
Statement [Line Items] | |
Exercise Price warrants Outstanding | $ / shares | $ 26.73 |
Number of warrants Outstanding | shares | 3,730 |
Expiry Date | May 4, 2025 |
Warrants Ten [Member] | |
Statement [Line Items] | |
Exercise Price warrants Outstanding | $ / shares | $ 26.73 |
Number of warrants Outstanding | shares | 1,865 |
Expiry Date | May 10, 2025 |
Warrants Eleven [Member] | |
Statement [Line Items] | |
Exercise Price warrants Outstanding | $ / shares | $ 26.73 |
Number of warrants Outstanding | shares | 3,730 |
Expiry Date | May 17, 2025 |
Warrants Twelve [Member | |
Statement [Line Items] | |
Exercise Price warrants Outstanding | $ / shares | $ 26.73 |
Number of warrants Outstanding | shares | 1,865 |
Expiry Date | May 31, 2025 |
Warrants Thirtteen [Member] | |
Statement [Line Items] | |
Exercise Price warrants Outstanding | $ / shares | $ 9.65 |
Number of warrants Outstanding | shares | 1,500,000 |
Expiry Date | June 8, 2025 |
Warrants Fourteen [Member] | |
Statement [Line Items] | |
Exercise Price warrants Outstanding | $ / shares | $ 7.75 |
Number of warrants Outstanding | shares | 1,381,215 |
Expiry Date | August 6, 2025 |
Warrants Fifteen [Member] | |
Statement [Line Items] | |
Exercise Price warrants Outstanding | $ / shares | $ 4.53 |
Number of warrants Outstanding | shares | 3,454,543 |
Expiry Date | October 20, 2025 |
Warrants Sixteen [Member] | |
Statement [Line Items] | |
Exercise Price warrants Outstanding | $ / shares | $ 26.73 |
Number of warrants Outstanding | shares | 1,722 |
Expiry Date | January 16, 2026 |
Share capital (Details Narrativ
Share capital (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||
Feb. 29, 2024 | Mar. 31, 2024 | Jun. 30, 2024 | Jun. 30, 2023 | Jun. 23, 2022 | |
Statement [Line Items] | |||||
Issuing Shares | 6,798,358 | ||||
Cash commission | $ 67,044 | ||||
Price per share | $ 1 | $ 0.10 | |||
Transaction fees | $ 2,234,790 | ||||
Proceeds from issuance of shares | $ 2,139,808 | ||||
Share options exercised shares | 94,000 | 21,000 | |||
Warrant Share issued for services | 3,925,000 | ||||
fair value of warrants | $ 1,384,553 | ||||
Expense | 1,231,980 | ||||
Remaining amount of warrants | $ 152,573 | ||||
Exercise price | $ 1.10 | $ 1.30 | |||
Other trading expense | $ 27,938 | ||||
Total share issuance costs | 94,982 | ||||
Settelment amount | $ 524,324 | 109,614 | |||
Loss on settlement of debt | $ 17,476 | ||||
Warrants expired unexercised | 1,350,000 | ||||
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. 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. | ||||
Class B Common Stock [Member] | |||||
Statement [Line Items] | |||||
Share repurchased and canceled | $ 1,904,700 | ||||
Converted shares | 2,420,104 | ||||
Common share exchange option | 21,000 | ||||
Aggregate offering price | $ 11,154,232 | ||||
Fair Value Of Shares | $ 109,614 | ||||
Issuing Shares | 39,304 | 600,000 | 500,000 | ||
Price per share | $ 0.903 | $ 0.22 | |||
Share issued conversion of RSU | 55,000 | ||||
Deemed price per share | $ 0.86 | ||||
Share options exercised shares | 94,000 | ||||
Settelment amount | $ 33,636 |
Share based compensation (Detai
Share based compensation (Details) - Stock Options [Member] | 6 Months Ended | |
Jun. 30, 2024 $ / shares shares | Jun. 30, 2023 $ / shares shares | |
Statement [Line Items] | ||
Option outstanding, Opening Balance | shares | 2,460,615 | 418,529 |
Granted | 800,000 | 2,488,000 |
Forfeited | (55,000) | |
Exercised | (94,000) | (21,000) |
Expired | (58,735) | (118,143) |
Option outstanding, Ending Balance | shares | 3,107,880 | 2,712,386 |
Exercisable | 2,666,463 | 2,538,634 |
Weighted average exercise price, opening balance | $ 1.56 | $ 3.71 |
Weighted average exercise price, Granted | 1.50 | 1.52 |
Weighted average exercise price, Forfeited | 1.63 | |
Weighted average exercise price, Exercised | 1.50 | 1.30 |
Weighted average exercise price, Expired | 5.43 | 6.89 |
Weighted average exercise price, Closing balance | 1.48 | 1.63 |
Weighted average exercise price, Exercisable | $ 1.47 | $ 1.57 |
Share based compensation (Det_2
Share based compensation (Details 1) - $ / shares | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Statement [Line Items] | ||
Exercise price | $ 1.10 | $ 1.30 |
Stock Options Top Member | ||
Statement [Line Items] | ||
Grant date share price | $ 1.20 | 2.30 |
Exercise price | $ 2.45 | |
Risk free interest rate | 4.20% | 3.99% |
Expected volatility | 110% | |
Expected life | 5 years | |
Stock Options Bottom Member | ||
Statement [Line Items] | ||
Grant date share price | $ 1.11 | $ 1.28 |
Exercise price | $ 1.30 | |
Risk free interest rate | 3.98% | 2.88% |
Expected volatility | 95% | |
Expected life | 3 years | |
Stock Options [Member] | ||
Statement [Line Items] | ||
Exercise price | $ 1.50 | |
Expected volatility | 66% | |
Expected life | 2 years |
Share based compensation (Det_3
Share based compensation (Details 2) - Stock Options Member | 6 Months Ended |
Jun. 30, 2024 $ / shares shares | |
Exercise price 1.30. | |
Statement [Line Items] | |
Exercise price of options outstanding | $ 1.30 |
Number of share options outstanding | shares | 2,000,000 |
Weighted average remaining contractual life of outstanding share options | 3 years 9 months 26 days |
Exercise price of exercisable Share options | $ 1.30 |
Number of share options exercisable in share-based payment arrangement | 2,000,000 |
Exercise price 1.70. | |
Statement [Line Items] | |
Exercise price of options outstanding | $ 1.70 |
Number of share options outstanding | shares | 67,980 |
Weighted average remaining contractual life of outstanding share options | 1 year 7 months 13 days |
Exercise price of exercisable Share options | $ 1.70 |
Number of share options exercisable in share-based payment arrangement | 67,980 |
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 | 1 year 10 months 24 days |
Exercise price of exercisable Share options | $ 2.45 |
Number of share options exercisable in share-based payment arrangement | 274,000 |
Exercise price 2.91 | |
Statement [Line Items] | |
Exercise price of options outstanding | $ 2.91 |
Number of share options outstanding | shares | 5,150 |
Weighted average remaining contractual life of outstanding share options | 1 year 8 months 30 days |
Exercise price of exercisable Share options | $ 2.91 |
Number of share options exercisable in share-based payment arrangement | 5,150 |
Exercise price 3.86 | |
Statement [Line Items] | |
Exercise price of options outstanding | $ 3.86 |
Number of share options outstanding | shares | 4,750 |
Weighted average remaining contractual life of outstanding share options | 2 years 8 months 23 days |
Exercise price of exercisable Share options | $ 3.86 |
Number of share options exercisable in share-based payment arrangement | 4,000 |
Exercise price 1.50. | |
Statement [Line Items] | |
Exercise price of options outstanding | $ 1.50 |
Number of share options outstanding | shares | 706,000 |
Weighted average remaining contractual life of outstanding share options | 1 year 9 months 26 days |
Exercise price of exercisable Share options | $ 1.50 |
Number of share options exercisable in share-based payment arrangement | 285,333 |
Exercise price 2.38 | |
Statement [Line Items] | |
Exercise price of options outstanding | $ 2.38 |
Number of share options outstanding | shares | 15,000 |
Weighted average remaining contractual life of outstanding share options | 1 year 10 months 28 days |
Exercise price of exercisable Share options | $ 2.38 |
Number of share options exercisable in share-based payment arrangement | 15,000 |
Exercise price 2.41 | |
Statement [Line Items] | |
Exercise price of options outstanding | $ 2.41 |
Number of share options outstanding | shares | 15,000 |
Weighted average remaining contractual life of outstanding share options | 1 year 11 months 23 days |
Exercise price of exercisable Share options | $ 2.41 |
Number of share options exercisable in share-based payment arrangement | 15,000 |
Exercise price 1.48 | |
Statement [Line Items] | |
Exercise price of options outstanding | $ 1.48 |
Number of share options outstanding | shares | 3,107,880 |
Weighted average remaining contractual life of outstanding share options | 3 years 1 month 10 days |
Exercise price of exercisable Share options | $ 1.47 |
Number of share options exercisable in share-based payment arrangement | 2,666,463 |
Share based compensation (Det_4
Share based compensation (Details 3) | 6 Months Ended |
Jun. 30, 2024 | |
Share-based compensation | |
Opening Balance | 0 |
Granted | 55,000 |
Converted to Class B Common shares | (55,000) |
Closing Balance | 0 |
Share based compensation (Det_5
Share based compensation (Details 4) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Statement [Line Items] | ||||
Share-based compensation expenses | $ 111,524 | $ 403,393 | $ 169,267 | $ 3,609,928 |
Warrants Issued For Services Member | ||||
Statement [Line Items] | ||||
Share-based compensation expenses | 0 | 337,401 | 0 | 1,231,980 |
Stock Options Member | ||||
Statement [Line Items] | ||||
Share-based compensation expenses | 111,524 | 65,992 | 169,267 | 1,919,695 |
Performance Share [Member] | ||||
Statement [Line Items] | ||||
Share-based compensation expenses | $ 0 | $ 0 | $ 0 | $ 458,253 |
Sharebased compensation (Detail
Sharebased compensation (Details Narrative) - USD ($) | 1 Months Ended | 6 Months Ended | |
Feb. 23, 2024 | Jun. 30, 2024 | Jun. 30, 2023 | |
Statement [Line Items] | |||
PSUs Converted to Class B Shares | 2,420,104 | ||
RSU's [Member] | |||
Statement [Line Items] | |||
Number of share granted | 55,000 | ||
RSU's [Member] | Class B Common Shares [Member] | |||
Statement [Line Items] | |||
Share issued | 55,000 | ||
Share issued, value | $ 49,665 | ||
Directors, officers, employees and consultants [Member] | |||
Statement [Line Items] | |||
Number of share granted | 800,000 | 2,488,000 | |
Number of share expired | 32,595 | 118,143 | |
Number of share issue against replacement performance share unit | 2,420,104 | ||
Performance Share [Member] | |||
Statement [Line Items] | |||
Number of share granted | 400,000 |
Noncontrolling interests (Detai
Noncontrolling interests (Details) | 6 Months Ended |
Jun. 30, 2024 USD ($) | |
Begining balance | $ (327,501) |
Net loss for the period | (428,633) |
Ending balance | $ (756,134) |
Noncontrolling interests (Det_2
Noncontrolling interests (Details Narrative) - Celly Nutrition Corp. | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2024 | Dec. 31, 2023 | Jul. 31, 2023 | |
Statement [Line Items] | |||
Acquisition Percentage | 34.66% | ||
Ownership percentage | 25.71% | 26.15% |
Loss per share (Details)
Loss per share (Details) - shares | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Statement [Line Items] | ||
Dilutive effect of convertible instruments on number of ordinary shares | 12,081,923 | 13,512,168 |
Represents information of warrant. [Member] | ||
Statement [Line Items] | ||
Dilutive effect of convertible instruments on number of ordinary shares | 8,974,043 | 10,399,782 |
Stock Options Member | ||
Statement [Line Items] | ||
Dilutive effect of convertible instruments on number of ordinary shares | 3,107,880 | 2,712,386 |
Performance Share [Member] | ||
Statement [Line Items] | ||
Dilutive effect of convertible instruments on number of ordinary shares | 0 | 400,000 |
General and administrative (Det
General and administrative (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
General and administrative | ||||
Professional fees | $ 958,377 | $ 814,488 | $ 1,816,800 | $ 1,408,774 |
Investor relations | 561,054 | 100,158 | 833,216 | 347,550 |
Salaries, wages and benefits | 436,687 | 465,899 | 816,139 | 1,095,926 |
Consulting fees | 204,492 | 269,067 | 423,453 | 825,871 |
Office and general administrative | 163,958 | 691,102 | 350,029 | 1,313,418 |
Foreign exchange loss (gain) | (14,285) | (469,956) | (10,142) | (404,004) |
General and administrative | $ 2,310,283 | $ 1,870,758 | $ 4,229,495 | $ 4,587,535 |
Segment information (Details)
Segment information (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Statement [Line Items] | |||||
Current assets | $ 10,022,055 | $ 10,022,055 | $ 11,085,305 | ||
Current liabilities | 5,044,864 | 5,044,864 | 4,565,566 | ||
Interest expense (income) | 504,434 | ||||
Total operating expenses | 3,456,606 | $ 8,831,520 | 5,713,962 | $ 18,676,495 | |
Net (loss) income | (5,443,924) | (15,447,822) | |||
Biopharmaceutical | |||||
Statement [Line Items] | |||||
Current assets | 3,545,851 | 3,545,851 | 3,897,317 | ||
Non-current assets | 5,224,894 | 5,224,894 | 5,482,157 | ||
Current liabilities | 5,044,864 | 5,044,864 | 4,565,566 | ||
Non-current liabilities | 0 | 0 | 0 | ||
Interest expense (income) | 31,266 | (34,787) | 12,109 | (171,303) | |
Total operating expenses | 3,456,556 | 8,831,414 | 5,713,717 | 18,676,314 | |
Net (loss) income | (3,488,139) | (5,243,879) | (5,732,736) | (15,065,658) | |
Strategic Investments. | |||||
Statement [Line Items] | |||||
Current assets | 6,476,204 | 6,476,204 | 7,187,988 | ||
Non-current assets | 0 | 0 | 907,366 | ||
Current liabilities | 0 | 0 | 0 | ||
Non-current liabilities | 0 | 0 | 0 | ||
Interest expense (income) | (135,690) | (151,376) | (289,057) | (287,201) | |
Total operating expenses | 50 | 106 | 245 | 181 | |
Net (loss) income | 135,640 | (246,414) | 288,812 | (382,164) | |
Total Consolidated [Member] | |||||
Statement [Line Items] | |||||
Current assets | 10,022,055 | 10,022,055 | 11,085,305 | ||
Non-current assets | 5,224,894 | 5,224,894 | 6,389,523 | ||
Current liabilities | 5,044,864 | 5,044,864 | 4,565,566 | ||
Non-current liabilities | 0 | 0 | $ 0 | ||
Interest expense (income) | (104,424) | (186,163) | (276,948) | (458,504) | |
Total operating expenses | 3,456,606 | 8,831,520 | 5,713,962 | 18,676,495 | |
Net (loss) income | $ (3,352,499) | $ (5,490,293) | $ (5,443,924) | $ (15,447,822) |
Commitments and contingencies (
Commitments and contingencies (Details Narrative) | 1 Months Ended | 6 Months Ended | |||
Feb. 06, 2023 USD ($) | Jun. 27, 2024 | Sep. 28, 2023 CAD ($) | Jun. 30, 2024 CAD ($) | Jun. 30, 2024 USD ($) | |
Raza Bokhari [Member] | |||||
Statement [Line Items] | |||||
Severance And Damages Amount | $ 30,200,000 | ||||
Legal expenses | $ 165,000 | ||||
Description of granted judgement | the US District Court for the Eastern District of Pennsylvania confirmed FSD Pharma’s motion for entry of judgement and granted judgement in favor of FSD Pharma Inc of approximately USD 3 million | ||||
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 | ||||
CEO | |||||
Statement [Line Items] | |||||
Severance And Damages Amount | $ 30,200,000 | ||||
Punitive Damages Amount | $ 500,000 |
Related party transactions (Det
Related party transactions (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Related party transactions | ||||
Salaries, benefits, bonuses and consulting fees | $ 152,286 | $ 354,614 | $ 476,528 | $ 672,444 |
Share-based payments | 0 | 286,835 | 0 | 2,344,616 |
Key management personnel compensation | $ 152,286 | $ 641,449 | $ 476,528 | $ 3,017,060 |
Related party transactions (D_2
Related party transactions (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Statement [Line Items] | |||||
Amount owed to executive officer | $ 0 | $ 0 | $ 140,012 | ||
Accounts payable and accrued liabilities- related party | 9,133 | $ 9,133 | $ 0 | ||
Performance Share Units | |||||
Statement [Line Items] | |||||
Performance Share Units Granted | 0 | 400,000 | |||
Director | |||||
Statement [Line Items] | |||||
Directors remuneration expense | $ 33,201 | $ 49,932 | $ 99,716 | $ 104,345 | |
CEO and COO | |||||
Statement [Line Items] | |||||
Performance Share Units Granted | 0 | 500,000 | |||
Exercise price | $ 1.30 | ||||
Expiry date | Jan. 25, 2028 | ||||
Proceeed from secured loan agreement | $ 1,200,000 | ||||
Monthly payments | $ 6,000 | ||||
Annual interest rate | 6% | ||||
Independent director | |||||
Statement [Line Items] | |||||
Warrants issued for consulting services | 1,000,000 | ||||
Fair value | $ 533,206 |
Capital management (Details Nar
Capital management (Details Narrative) - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 |
Capital Management | ||
Share Capital | $ 140,705,907 | $ 137,778,485 |
Subsequent events (Details Narr
Subsequent events (Details Narrative) | Jun. 30, 2024 USD ($) shares |
Statement [Line Items] | |
Total proceeds | $ 5,542,952 |
Loans amount | $ 1,866,370 |
Class B Common Shares [Member] | |
Statement [Line Items] | |
Class B Shares Issued for Settlement | shares | 950,000 |