Document and Entity Information
Document and Entity Information | 3 Months Ended |
Mar. 31, 2021 | |
Cover [Abstract] | |
Entity Registrant Name | AGRIFORCE GROWING SYSTEMS LTD. |
Entity Central Index Key | 0001826397 |
Document Type | S-1/A |
Amendment Flag | true |
Amendment Description | Amendment No. 4 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | true |
Condensed Consolidated Interim
Condensed Consolidated Interim Balance Sheets - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Current | ||||
Cash | $ 735,792 | $ 653,410 | $ 2,158,891 | |
Accounts receivable | 6,443 | 8,973 | 47,697 | |
Prepaid expenses and other current assets | 224,993 | 213,038 | 97,817 | |
Total current assets | 967,228 | 875,421 | 2,304,405 | |
Property and equipment, net | 28,356 | 28,443 | 35,611 | |
Deferred IPO costs | 500,799 | 390,932 | ||
Construction in progress | 2,096,950 | 2,071,093 | 2,030,270 | |
Total assets | 3,593,333 | 3,365,889 | 4,370,286 | |
Current | ||||
Accounts payable and accrued liabilities | 2,219,877 | 1,930,988 | 1,375,584 | |
Senior secured debentures, net (Note 5) | 264,393 | |||
Total current liabilities | 2,484,270 | 1,930,988 | 1,375,584 | |
Non-current | ||||
Warrants liability, fair value | 266,773 | |||
Long term loan | 31,809 | 31,417 | ||
Total liabilities | 2,782,852 | 1,962,405 | 1,375,584 | |
Commitments and contingencies (Note 7) | ||||
Shareholders' equity | ||||
Preferred Shares, value | [1] | 6,717,873 | 6,717,873 | 6,717,873 |
Common shares, value | [1] | 5,875,750 | 5,696,050 | 3,725,454 |
Additional paid-in-capital | 1,387,808 | 1,297,566 | 726,356 | |
Obligation to issue shares | 103,512 | 94,885 | 12,463 | |
Accumulated deficit | (13,406,550) | (12,521,944) | (8,352,354) | |
Accumulated other comprehensive income | 132,088 | 119,054 | 164,910 | |
Total shareholders' equity | 810,481 | 1,403,484 | 2,994,702 | |
Total liabilities and shareholders' equity | $ 3,593,333 | $ 3,365,889 | $ 4,370,286 | |
[1] | reflects the 1:4.75 reverse stock split effected on November 29, 2020. |
Condensed Consolidated Interi_2
Condensed Consolidated Interim Balance Sheets (Parenthetical) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2021$ / sharesshares | Dec. 31, 2020$ / sharesshares | Dec. 31, 2019$ / sharesshares | |
Statement of Financial Position [Abstract] | |||
Preferred stock, no par value | (per share) | |||
Preferred stock, shares authorized | Unlimited | Unlimited | Unlimited |
Preferred stock, shares issued | 2,258,826 | 2,258,826 | 2,258,826 |
Preferred stock, shares outstanding | 2,258,826 | 2,258,826 | 2,258,826 |
Common stock, no par value | (per share) | |||
Common stock, shares authorized | Unlimited | Unlimited | Unlimited |
Common stock, shares issued | 8,471,617 | 8,441,617 | 7,705,208 |
Common stock, shares outstanding | 8,471,617 | 8,441,617 | 7,705,208 |
Reverse stock split, description | 1:4.75 reverse stock split | 1:4.75 reverse stock split | 1:4.75 reverse stock split |
Condensed Consolidated Interi_3
Condensed Consolidated Interim Statements of Comprehensive Loss - USD ($) | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | ||
OPERATING EXPENSES | |||||
Consulting | $ 309,945 | $ 242,385 | $ 441,021 | $ 660,914 | |
Depreciation | 2,595 | 2,234 | 9,059 | 8,114 | |
Foreign exchange | (6,133) | 23,031 | (17,650) | 3,600 | |
Office and administrative | 60,987 | 35,950 | 189,813 | 201,327 | |
Investor relations | 76,837 | 61,193 | 121,126 | 617,053 | |
Professional fees | 144,908 | 139,760 | 445,158 | 605,099 | |
Rent | 2,194 | 20,845 | 20,898 | 181,666 | |
Research and development | 29,983 | 87,696 | 123,915 | 1,111,562 | |
Share-based compensation | 90,242 | 99,586 | 571,210 | 401,869 | |
Shareholder and regulatory | 2,308 | 3,373 | 337,878 | 95,037 | |
Travel and entertainment | 1,075 | 4,643 | 13,426 | 189,937 | |
Wages and salaries | 169,665 | 264,020 | 1,071,867 | 1,042,968 | |
Operating loss | (884,606) | (984,716) | (3,327,721) | (5,119,146) | |
OTHER INCOME | |||||
SR&ED tax incentive income | (106,195) | ||||
Net loss | (884,606) | (984,716) | (3,221,526) | (5,119,146) | |
Dividend paid to preferred shareholders | 948,064 | 488,416 | |||
Net loss attributable to common shareholders | (884,606) | (984,716) | (4,169,590) | (5,607,562) | |
Other comprehensive income (loss) | |||||
Foreign currency translation | 13,034 | (197,488) | (45,856) | 154,010 | |
Comprehensive loss attributable to common shareholders | $ (871,572) | $ (1,182,204) | $ (4,215,446) | $ (5,453,552) | |
Basic and diluted net loss attributed to common share* | [1] | $ (0.10) | $ (0.13) | $ (0.53) | $ (0.67) |
Weighted average number of common shares outstanding - basic and diluted* | [1] | 8,442,284 | 7,727,428 | 7,907,233 | 8,331,330 |
[1] | reflects the 1:4.75 reverse stock split effected on November 29, 2020. |
Condensed Consolidated Interi_4
Condensed Consolidated Interim Statements of Comprehensive Loss (Parenthetical) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Statement [Abstract] | ||||
Reverse stock split, description | 1:4.75 reverse stock split | 1:4.75 reverse stock split | 1:4.75 reverse stock split | 1:4.75 reverse stock split |
Condensed Consolidated Interi_5
Condensed Consolidated Interim Statements of Changes in Shareholders' Equity - USD ($) | Common Shares [Member] | Series A Preferred Shares [Member] | Additional Paid-in Capital [Member] | Subscriptions Receivable [Member] | Obligation to Issue Shares [Member] | Accumulated Deficit [Member] | Accumulated Other Comprehensive Loss [Member] | Total | |||
Balance at Dec. 31, 2018 | $ 2,373,624 | [1] | [1] | $ 208,321 | $ (14,743) | $ 126,606 | $ (2,744,792) | $ 10,900 | $ (40,084) | ||
Balance, shares at Dec. 31, 2018 | [1] | 12,339,262 | |||||||||
Shares issued for cash | $ 325,689 | [1] | $ 7,493,249 | [1] | 105,847 | 14,743 | 7,939,528 | ||||
Shares issued for cash, shares | [1] | 247,368 | 2,151,263 | ||||||||
Shares repurchased and cancelled | [1] | $ (19,144) | [1] | (19,144) | |||||||
Shares repurchased and cancelled, shares | [1] | (5,263) | |||||||||
Shares cancelled for IP technology | [1] | [1] | |||||||||
Shares cancelled for IP technology, shares | [1] | (5,368,421) | |||||||||
Shares Issued for Conversion of Convertible Debenture | $ 377,921 | [1] | [1] | 377,921 | |||||||
Shares Issued for Conversion of Convertible Debenture, shares | [1] | 106,717 | |||||||||
Shares issued for consulting services | $ 196,022 | [1] | [1] | (114,143) | 81,879 | ||||||
Shares issued for consulting services, shares | [1] | 244,753 | |||||||||
Shares issued for dividend on Preferred Shares | $ 488,416 | [1] | [1] | (488,416) | |||||||
Shares issued for dividend on Preferred Shares, shares | [1] | 135,530 | |||||||||
Share issue costs | $ (15,161) | [1] | $ (756,232) | [1] | (10,738) | (782,131) | |||||
Share issue costs, shares | [1] | 112,826 | |||||||||
Fair Value of Warrants | $ (21,057) | [1] | [1] | 21,057 | |||||||
Fair Value of Warrants, shares | [1] | ||||||||||
Share based compensation | [1] | [1] | 401,869 | 401,869 | |||||||
Net loss | [1] | [1] | (5,119,146) | (5,119,146) | |||||||
Foreign currency translation | [1] | [1] | 154,010 | 154,010 | |||||||
Balance at Dec. 31, 2019 | $ 3,725,454 | [1] | $ 6,717,873 | [1] | 726,356 | 12,463 | (8,352,354) | 164,910 | 2,994,702 | ||
Balance, shares at Dec. 31, 2019 | [1] | 7,705,209 | 2,258,826 | ||||||||
Shares issued for consulting services | $ 30,445 | [1] | [1] | 112 | 30,557 | ||||||
Shares issued for consulting services, shares | [1] | 11,973 | |||||||||
Share based compensation | [1] | [1] | 99,586 | 99,586 | |||||||
Net loss | [1] | [1] | (984,716) | (984,716) | |||||||
Foreign currency translation | [1] | [1] | (197,488) | (197,488) | |||||||
Balance at Mar. 31, 2020 | $ 3,755,899 | [1] | $ 6,717,873 | [1] | 825,942 | 12,575 | (9,337,070) | (32,578) | 1,942,641 | ||
Balance, shares at Mar. 31, 2020 | [1] | 7,717,182 | 2,258,826 | ||||||||
Balance at Dec. 31, 2019 | $ 3,725,454 | [1] | $ 6,717,873 | [1] | 726,356 | 12,463 | (8,352,354) | 164,910 | 2,994,702 | ||
Balance, shares at Dec. 31, 2019 | [1] | 7,705,209 | 2,258,826 | ||||||||
Shares issued on exercise of warrants | $ 666,878 | [1] | 666,878 | ||||||||
Shares issued on exercise of warrants, shares | 365,112 | [1] | |||||||||
Shares issued for consulting services | $ 355,654 | [1] | [1] | 82,422 | 438,076 | ||||||
Shares issued for consulting services, shares | [1] | 100,237 | |||||||||
Shares issued for dividend on Preferred Shares | $ 948,064 | [1] | [1] | (948,064) | |||||||
Shares issued for dividend on Preferred Shares, shares | [1] | 271,059 | |||||||||
Share based compensation | [1] | [1] | 571,210 | 571,210 | |||||||
Net loss | [1] | [1] | (3,221,526) | (3,221,526) | |||||||
Foreign currency translation | [1] | [1] | (45,856) | (45,856) | |||||||
Balance at Dec. 31, 2020 | $ 5,696,050 | [1] | $ 6,717,873 | [1] | 1,297,566 | 94,885 | (12,521,944) | 119,054 | 1,403,484 | ||
Balance, shares at Dec. 31, 2020 | [1] | 8,441,617 | 2,258,826 | ||||||||
Shares issued for consulting services | $ 179,700 | [1] | [1] | 8,627 | 188,327 | ||||||
Shares issued for consulting services, shares | [1] | 30,000 | |||||||||
Share based compensation | [1] | [1] | 90,242 | 90,242 | |||||||
Net loss | [1] | [1] | (884,606) | (884,606) | |||||||
Foreign currency translation | [1] | [1] | 13,034 | 13,034 | |||||||
Balance at Mar. 31, 2021 | $ 5,875,750 | [1] | $ 6,717,873 | [1] | $ 1,387,808 | $ 103,512 | $ (13,406,550) | $ 132,088 | $ 810,481 | ||
Balance, shares at Mar. 31, 2021 | [1] | 8,471,617 | 2,258,826 | ||||||||
[1] | reflects the 1:4.75 reverse stock split effected on November 29, 2020. |
Condensed Consolidated Interi_6
Condensed Consolidated Interim Statements of Changes in Shareholders' Equity (Parenthetical) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Statement of Stockholders' Equity [Abstract] | ||||
Reverse stock split, description | 1:4.75 reverse stock split | 1:4.75 reverse stock split | 1:4.75 reverse stock split | 1:4.75 reverse stock split |
Condensed Consolidated Interi_7
Condensed Consolidated Interim Statements of Cash Flows - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||||
Net loss for the period | $ (884,606) | $ (984,716) | $ (3,221,526) | $ (5,119,146) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Depreciation | 2,595 | 2,234 | 9,059 | 8,114 |
Share-based compensation | 90,242 | 99,586 | 571,210 | 401,869 |
Shares issued for consulting services | 188,327 | 30,557 | 438,076 | 57,603 |
Accretion of interest on convertible debentures | 5,203 | |||
Changes in operating assets and liabilities: | ||||
Decrease (increase) in accounts receivable | 2,530 | 33,823 | 38,724 | (10,823) |
Decrease (increase) in prepaid expenses and other current assets | (11,955) | 9,359 | 54,779 | (17,508) |
Increase in accounts payable and accrued liabilities | 240,889 | (41,885) | 257,967 | 367,202 |
Net cash used in operating activities | (371,978) | (851,042) | (1,851,711) | (4,307,486) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||||
Acquisition of equipment | (2,157) | (1,574) | (16,149) | |
Deposit for purchase of land | (170,000) | |||
Cash paid for construction in progress | (1,286,079) | |||
Net cash used in investing activities | (2,157) | (171,574) | (1,302,228) | |
CASH FLOWS FROM FINANCING ACTIVITIES | ||||
Proceeds from issuance of senior secured debentures | 600,000 | |||
Financing costs of senior secured debentures | (69,000) | |||
Proceeds from issuance of shares | 7,939,528 | |||
Proceeds from exercise of warrants | 666,878 | |||
Proceeds from long term loan | 31,417 | |||
Payment of IPO costs | (61,936) | (93,495) | ||
Share repurchased | (19,144) | |||
Share issuance costs | (782,131) | |||
Proceeds from issuance of convertible debt | 372,634 | |||
Net cash provided by financing activities | 469,064 | 604,800 | 7,510,887 | |
Effect of exchange rate changes on cash and cash equivalent | (12,547) | (23,010) | (86,996) | 178,703 |
Change in cash | 82,382 | (874,052) | (1,505,481) | 2,079,876 |
Cash, beginning of period | 653,410 | 2,158,891 | 2,158,891 | 79,015 |
Cash, end of period | 735,792 | 1,284,839 | 653,410 | 2,158,891 |
Supplemental cash flow information: | ||||
Cash paid during the period for interest | ||||
Cash paid during the period for income taxes | ||||
Supplemental disclosure of non-cash investing and financing transactions | ||||
Unpaid amount related to construction in progress included in accounts payable | 744,191 | 744,191 | 744,191 | 744,191 |
Unpaid IPO costs | 345,368 | 29,605 | 297,437 | |
Fair value of warrants liability in connection with senior secured debentures | $ 266,773 | |||
Fair Value of Warrants | 21,057 | |||
Preferred stock dividend paid in common shares | 948,064 | |||
Conversion of Convertible Debt | $ 377,921 |
Nature of Operations and Basis
Nature of Operations and Basis of Preparation | 3 Months Ended |
Mar. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Operations and Basis of Preparation | 1. NATURE OF OPERATIONS AND BASIS OF PREPARATION Business Overview The Company is an innovative agriculture-focused technology company that delivers reliable, financially robust solutions for high value crops through our proprietary facility design and automation Intellectual Property to businesses and enterprises globally. The Company intends to operate in the plant based pharmaceutical, nutraceutical, and other high value crop markets using its unique proprietary facility design and hydroponics based automated growing system that enable cultivators to effectively grow crops in a controlled environment. The Company calls its facility design and automated growing system the “Agriforce grow house”. The Company has designed its Agriforce grow house to produce in virtually any environmental condition and to optimize crop yields to as near their full genetic potential possible whilst substantially eliminating the need for the use of pesticides and/or irradiation Basis of presentation The accompanying Condensed Consolidated Interim Financial Statements (the “interim financial statements”) and related financial information of AgriFORCE Growing Systems Ltd. (the “Company”) should be read in conjunction with the audited financial statements and the related notes thereto for the years ended December 31, 2020 and 2019, included elsewhere here in this filing. These unaudited interim financial statements have been prepared in accordance with the rules and regulations of the United States Securities and SEC for interim financial information. Accordingly, they do not include all of the information and footnotes required by the accounting principles generally accepted in the United States of America (“U.S. GAAP”) for complete financial statements. The accompanying interim financial statements as of March 31, 2021 and for the three months ended March 31, 2021 and 2020, and the related interim information contained within the notes to the interim financial statements, are unaudited. The interim financial statements have been prepared in accordance with U.S. GAAP and on the same basis as the audited financial statements. In the opinion of management, the accompanying interim condensed financial statements contain all adjustments which are necessary to state fairly the Company’s financial position as of March 31, 2021, and the results of its operations and cash flows for the three months ended March 31, 2021 and 2020. Such adjustments are of a normal and recurring nature. The results for the three months ended March 31, 2021 are not necessarily indicative of the results to be expected for the full fiscal year 2021, or for any future period. Going Concern The Company has incurred substantial operating losses since its inception and expects to continue to incur significant operating losses for the foreseeable future. As reflected in the interim financial statements for the three months ended March 31, 2021, the Company had a net loss of approximately $0.9 million, approximately $0.4 million of net cash used in operating activities, and the Company had a negative working capital of approximately $1.5 million. The accompanying interim financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The interim financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might result from the outcome of this uncertainty. The Company is at the stage of development of its first facility. As such it is likely that additional financing will be needed by the Company to fund its operations and to develop and commercialize its technology. These factors raise substantial doubt about the Company’s ability to continue as a going concern. For the next twelve months from issuance of these interim financial statements, the Company will seek to obtain additional capital through the sale of debt or equity financings or other arrangements to fund operations; however, there can be no assurance that the Company will be able to raise needed capital under acceptable terms, if at all. The sale of additional equity may dilute existing shareholders and newly issued shares may contain senior rights and preferences compared to our currently outstanding common shares. Issued debt securities may contain covenants and limit the Company’s ability to pay dividends or make other distributions to shareholders. If the Company is unable to obtain such additional financing, future operations would need to be scaled back or discontinued. Due to the uncertainty in the Company’s ability to raise capital, management believes that there is substantial doubt in the Company’s ability to continue as a going concern for twelve months from the issuance of these interim financial statements. |
Business Overview
Business Overview | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Business Overview | 1. BUSINESS OVERVIEW Agriforce Growing Systems Ltd. (the “Company”) was incorporated as a private company by Articles of Incorporation issued pursuant to the provisions of the Business Corporations Act (British Columbia) on December 22, 2017. The Company’s registered and records office address is at 600-777 Hornby Street, Vancouver, British Columbia, Canada, V6Z 1S4. On February 13, 2018, the Company changed its name from 1146470 B.C. Ltd to Canivate Growing Systems Ltd. On November 22, 2019 the Company changed its name from Canivate Growing Systems Ltd. to AgriForce Growing Systems Ltd. The Company is an innovative agriculture-focused technology company that delivers reliable, financially robust solutions for high value crops through our proprietary facility design and automation Intellectual Property to businesses and enterprises globally. The Company intends to operate in the plant based pharmaceutical, nutraceutical, and other high value crop markets using its unique proprietary facility design and hydroponics based automated growing system that enable cultivators to effectively grow crops in a controlled environment. The Company calls its facility design and automated growing system the “Agriforce grow house”. The Company has designed its Agriforce grow house to produce in virtually any environmental condition and to optimize crop yields to as near their full genetic potential possible whilst substantially eliminating the need for the use of pesticides and/or irradiation. |
Basis of Preparation
Basis of Preparation | 12 Months Ended |
Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Preparation | 2. BASIS OF PREPARATION Basis of presentation The accompanying consolidated financial statements (the “financial statements”) have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The financial statements and accompanying notes are the representations of the Company’s management, who is responsible for their integrity and objectivity. In the opinion of the Company’s management, the financial statements reflect all adjustments, which are normal and recurring in nature, necessary for fair financial statement presentation. Principal of consolidation Our consolidated financial statements include the accounts of our wholly owned subsidiaries. We consolidate variable interest entities (VIEs) when we have variable interests and are the primary beneficiary. All inter-company balances and transactions have been eliminated on consolidation. These consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries: Name of entity: Country of Incorporation Purpose Date of Incorporation AgriFORCE Growing Systems Ltd. Canada Parent Company Dec 22, 2017 Canivate Growing Solutions Ltd. Canada Management Company May 22, 2018 Daybreak Ag Systems Ltd. Canada Intellectual Property Development Dec 4, 2019 AgriFORCE Holdings Inc.* United States Intellectual Property Aug 31, 2018 West Pender Holdings, Inc. United States Real Estate Holding and Development Company Sep 1, 2018 AgriFORCE Investments Inc. United States Holding Company Apr 9, 2019 West Pender Management Co. United States Management Advisory Services Jul 9, 2019 AGI IP Co. United States Intellectual Property Mar 5, 2020 * AgriFORCE Holdings Inc. was dissolved on August 8, 2020. During the year ended December 31, 2019, AgriFORCE Investments Inc., West Pender Holdings, Inc. and AgriFORCE Holdings Inc., wholly owned subsidiaries of the Company, commenced operations and its financial results are consolidated into the results of the Company. All other subsidiaries have been created and did not have any operating activities or Financial Statements as at December 31, 2020 and December 31, 2019. Functional and Presentation Currency The functional currency for each entity included in these consolidated financial statements is the currency of the primary economic environment in which the entity operates. These consolidated financial statements are presented in United States dollars (“U.S. dollars”). Currency conversion to U.S. dollars is performed in accordance with ASC 830, Foreign Currency Matters. Use of Estimates The preparation of our financial statements in accordance with U.S. generally accepted accounting principles requires us to make estimates and assumptions that affect the amounts reported in our consolidated financial statements and accompanying notes. Actual results could differ from these estimates and those differences could be material. Going Concern The Company has incurred substantial operating losses since its inception and expects to continue to incur significant operating losses for the foreseeable future. As reflected in the financial statements for the year ended December 31, 2020, the Company had a net loss of $3.2 million, $1.9 million of net cash used in operating activities, and the Company had working capital deficit of $1.1 million. The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might result from the outcome of this uncertainty. The Company is at the stage of development of its first facility. As such it is likely that additional financing will be needed by the Company to fund its operations and to develop and commercialize its technology. These factors raise substantial doubt about the Company’s ability to continue as a going concern. For the next twelve months from issuance of these financial statements, the Company will seek to obtain additional capital through the sale of debt or equity financings or other arrangements to fund operations; however, there can be no assurance that the Company will be able to raise needed capital under acceptable terms, if at all. The sale of additional equity may dilute existing shareholders and newly issued shares may contain senior rights and preferences compared to our currently outstanding common shares. Issued debt securities may contain covenants and limit the Company’s ability to pay dividends or make other distributions to shareholders. If the Company is unable to obtain such additional financing, future operations would need to be scaled back or discontinued. Due to the uncertainty in the Company’s ability to raise capital, management believes that there is substantial doubt in the Company’s ability to continue as a going concern for twelve months from the issuance of these financial statements. Reverse Stock Split On November 29, 2020, the Company effectuated a one-for-4.75 reverse stock split of the Company’s common shares (the “Reverse Split”). As a result of the Reverse Split, every 4.75 shares of the Company’s old common shares were converted into one share of the Company’s new common shares. Fractional shares resulting from the reverse split were rounded to the nearest whole number. The Reverse Split automatically and proportionately adjusted, based on the 1:4.75 split ratio, all issued and outstanding shares of the Company’s common shares, as well as common shares underlying convertible preferred shares, convertible debentures, stock options and warrants outstanding at the time of the effectiveness of the Reverse Split. The exercise price on outstanding equity based-grants was proportionately increased, while the number of shares available under the Company’s equity-based plans was also proportionately reduced. Share and per share data (except par value) for the periods presented reflect the effects of the Reverse Split. References to numbers of common shares and per share data in the accompanying financial statements and notes thereto for periods ended prior to November 29, 2020 have been adjusted to reflect the Reverse Split on a retroactive basis. |
Significant Accounting Policies
Significant Accounting Policies | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Accounting Policies [Abstract] | ||
Significant Accounting Policies | 2. SIGNIFICANT ACCOUNTING POLICIES Recent Accounting Pronouncements Effective January 1, 2021, the Company adopted ASU 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes.” ASU 2019-12 simplifies the accounting for income taxes by removing exceptions within the general principles of Topic 740 regarding the calculation of deferred tax liabilities, the incremental approach for intra-period tax allocation, and calculating income taxes in an interim period. In addition, the ASU adds clarifications to the accounting for franchise tax (or similar tax). which is partially based on income, evaluating tax basis of goodwill recognized from a business combination, and reflecting the effect of any enacted changes in tax laws or rates in the annual effective tax rate computation in the interim period that includes the enactment date. The adoption of this new guidance did not have a material impact to these interim financial statements. In August 2020, the FASB issued ASU 2020-06 “Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity” (“ASU 2020-06”). The intention of ASU 2020-06 is to address the complexities in accounting for certain financial instruments with a debt and equity component. Under ASU 2020-06, the number of accounting models for convertible notes will be reduced and entities that issue convertible debt will be required to use the if-converted method for the computation of diluted “Earnings per share” under ASC 260. ASC 2020-06 is effective for fiscal years beginning after December 15, 2021 and may be adopted through either a modified retrospective method of transition or a fully retrospective method of transition. We are currently assessing the impact this guidance will have on our condensed consolidated financial statements. Fair Value of Financial Instruments The fair value of the Company’s accounts receivable, accounts payable and other current liabilities approximate their carrying amounts due to the relative short maturities of these items. As part of the issuance of debentures on Mar 24, 2021, the Company will issue warrants having strike price denominated in U.S. Dollars. This creates an obligation to issue shares for a price that is not denominated in the Company’s functional currency and renders the warrants not indexed to the Company’s stock, and therefore, must be classified as a derivative liability and measured at fair value. The fair value of the Company’s warrants are determined in accordance with FASB ASC 820, “Fair Value Measurement,” which establishes a fair value hierarchy that prioritizes the assumptions (inputs) to valuation techniques used to price assets or liabilities that are measured at fair value. The hierarchy, as defined below, gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The guidance for fair value measurements requires that assets and liabilities measured at fair value be classified and disclosed in one of the following categories: ● Level 1: Defined as observable inputs, such as quoted (unadjusted) prices in active markets for identical assets or liabilities. ● Level 2: Defined as observable inputs other than quoted prices included in Level 1. This includes quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. ● Level 3: Defined as unobservable inputs to the valuation methodology that are supported by little or no market activity and that are significant to the measurement of the fair value of the assets or liabilities. Level 3 assets and liabilities include those whose fair value measurements are determined using pricing models, discounted cash flow methodologies or similar valuation techniques, as well as significant management judgment or estimation. As of March 31, 2021, all the Company’s $266,773 Warrants Liability reported at fair value is categorized as Level 3 inputs (see Note 5). | 3. SIGNIFICANT ACCOUNTING POLICIES Cash The Company’s cash consists of cash maintained in checking and interest-bearing accounts. The Company accounts for financial instruments with original maturities of three months or less at the date of purchase as cash equivalents. The Company held no cash equivalents as of December 31, 2020 and 2019. Property and equipment Property and equipment are initially recognized at acquisition cost or manufacturing cost, including any costs directly attributable to bringing the assets to the location and condition necessary for them to be capable of operating in the manner intended by the Company’s management. Property, plant and equipment are subsequently measured at cost less accumulated depreciation and impairment losses. Depreciation is recognized on a straight-line basis to write down the cost less estimated residual value of computer equipment and furniture and fixtures. The following useful lives are applied: Computer equipment 5 years Furniture and fixtures 10 years Gains or losses arising on the disposal of property, plant and equipment are determined as the difference between the disposal proceeds and the carrying amount of the assets and are recognized in profit or loss within other income or other expenses. Construction in progress includes construction progress payments, deposits, engineering costs, interest expense for debt financing on long-term construction projects and other costs directly related to the construction of the facilities. Expenditures are capitalized during the construction period and construction in progress is transferred to the relevant class of property and equipment when the assets are available for use, at which point the depreciation of the asset commences. Impairment of Long-Lived Assets The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. In order to determine if assets have been impaired, assets are grouped and tested at the lowest level for which identifiable independent cash flows are available (“asset group”). An impairment loss is recognized when the sum of projected undiscounted cash flows is less than the carrying value of the asset group. The measurement of the impairment loss to be recognized is based on the difference between the fair value and the carrying value of the asset group. Fair value can be determined using a market approach, income approach or cost approach. The reversal of impairment losses is prohibited. Deferred IPO Costs Deferred IPO costs represent legal, accounting and other direct costs related to the Company’s efforts to raise capital through an initial public offering of the Company’s common stock (“IPO”). There were no IPO costs incurred prior to 2020. Future costs related to the Company’s IPO activities will be deferred until the completion of the IPO, at which time they will be reclassified to additional paid-in capital as a reduction of the IPO proceeds. If the Company terminates its plan for an IPO, any costs deferred will be expensed immediately. Revenue Recognition The Company has not recorded any revenues since its inception. However, in the future, the Company expects to generate returns from any or all the revenue sources below from its customers: ● Rental income from facilities. ● Intellectual property income from the license of the facilities ● Management and advisory fees from management service contracts and On January 1, 2018, the Company early adopted ASU No. 2014-09, Revenue from Contracts with Customers Loss per Common Share The Company presents basic and diluted loss per share data for its common shares. Basic loss per common share is calculated by dividing the profit or loss attributable to common shareholders of the Company by the weighted average number of common shares outstanding during the year. Diluted loss per common share is calculated by adjusting the weighted average number of common shares outstanding to assume conversion of all potentially dilutive share equivalents, such as stock options and warrants and assumes the receipt of proceeds upon exercise of the dilutive securities to determine the number of shares assumed to be purchased at the average market price during the year. Diluted net loss attributable to common shareholders per share does not differ from basic net loss attributable to common shareholders per share for the years ended December 31, 2020 and December 31, 2019, since the effect of the Company’s stock options and warrants are anti-dilutive. Research and development Expenditure on research and development activities, undertaken with the prospect of gaining new scientific or technical knowledge and understanding, is recognized as expense when incurred. Foreign currency transactions The financial statements of the Company and its subsidiaries whose functional currencies are the local currencies are translated into U.S. dollars for consolidation as follows: assets and liabilities at the exchange rate as of the balance sheet date, shareholders’ equity at the historical rates of exchange, and income and expense amounts at the average exchange rate for the period. Translation adjustments resulting from the translation of the subsidiaries’ accounts are included in “Accumulated other comprehensive income” as equity in the consolidated balance sheets. Transactions denominated in currencies other than the applicable functional currency are converted to the functional currency at the exchange rate on the transaction date. At period end, monetary assets and liabilities are remeasured to the reporting currency using exchange rates in effect at the balance sheet date. Non-monetary assets and liabilities are remeasured at historical exchange rates. Gains and losses resulting from foreign currency transactions are included within operating expenses. Fair value measurement Pursuant to the provisions of Accounting Standards Codification (ASC) 820, Fair Value Measurements and Disclosures (ASC 820), the Company measures certain assets and liabilities at fair value or discloses the fair value of certain assets and liabilities recorded at cost in the consolidated financial statements. Fair value is calculated as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (an exit price). ASC 820 establishes a fair value hierarchy which requires assets and liabilities measured at fair value to be categorized into one of three levels based on the inputs used in the valuation. The Company classifies assets and liabilities in their entirety based on the lowest level of input significant to the fair value measurement. The three levels are defined as follows: ● Level 1: Observable inputs based on quoted prices (unadjusted) in active markets for identical assets or liabilities. ● Level 2: Observable inputs, other than those included in Level 1, based on quoted prices for similar assets and liabilities in active markets, or quoted prices for identical assets and liabilities in inactive markets. ● Level 3: Unobservable inputs that reflect an entity’s own assumptions about what inputs a market participant would use in pricing the asset or liability based on the best information available in the circumstances. Transfers between levels of the fair value hierarchy are deemed to have occurred at the end of the reporting period in which the event or change of circumstances caused the transfer to occur. The Company’s financial instruments consist principally of cash, accounts receivable, accounts payable and accrued liabilities. We believe that the recorded values of all of our other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations. Income tax Current tax expense is the expected tax payable on the taxable income for the period, using tax rates enacted at period-end. Deferred tax assets, including those arising from tax loss carryforwards, requires management to assess the likelihood that the Company will generate sufficient taxable earnings in future periods in order to utilize recognized deferred tax assets. Assumptions about the generation of future taxable profits depend on management’s estimates of future cash flows. In addition, future changes in tax laws could limit the ability of the Company to obtain tax deductions in future periods. To the extent that future cash flows and taxable income differ significantly from estimates, the ability of the Company to realize the net deferred tax assets recorded at the reporting date could be impacted. The Company operates in various tax jurisdictions and is subject to audit by various tax authorities. The Company records uncertain tax positions based on a two-step process whereby (1) a determination is made as to whether it is more likely than not that the tax positions will be sustained based on the technical merits of the position and (2) for those tax positions that meet the more-likely-than-not recognition threshold the Company recognizes the largest amount of tax benefit that is greater than 50% likely to be realized upon ultimate settlement with the related tax authority. The Company’s policy is to recognize interest and penalties accrued on any unrecognized tax benefits as a component of income tax expense. Significant judgment is required in the identification of uncertain tax positions and in the estimation of penalties and interest on uncertain tax positions. There were no material uncertain tax positions as of December 31, 2020 and 2019. Share-based compensation The Company generally uses the straight-line method to allocate compensation cost to reporting periods over each optionee’s requisite service period, which is generally the vesting period, and estimates the fair value of stock-based awards to employees and directors using the Black-Scholes option-valuation model (the “Black-Scholes model”). The Black-Scholes model requires the input of subjective assumptions, including volatility, the expected term and the fair value of the underlying common shares on the date of grant, among other inputs. The Company recognizes any forfeitures as they occur. Recent Accounting Pronouncements The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, as modified by the Jumpstart Our Business Start-ups Act of 2012, (the “JOBS Act”). Section 107 of the JOBS Act provides that an emerging growth company can take advantage of the extended transition period provided in Section 13(a) of the Securities Exchange Act of 1934, as amended, for complying with new or revised accounting standards applicable to public companies. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. In December 2019, the FASB issued ASU 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes.” ASU 2019-12 simplifies the accounting for income taxes by removing exceptions within the general principles of Topic 740 regarding the calculation of deferred tax liabilities, the incremental approach for intra-period tax allocation, and calculating income taxes in an interim period. In addition, the ASU adds clarifications to the accounting for franchise tax (or similar tax). which is partially based on income, evaluating tax basis of goodwill recognized from a business combination, and reflecting the effect of any enacted changes in tax laws or rates in the annual effective tax rate computation in the interim period that includes the enactment date. The ASU is effective for fiscal years beginning after December 15, 2020, and will be applied either retrospectively or prospectively based upon the applicable amendments. Early adoption is permitted. The Company is currently in the process of evaluating the impact of this guidance on our financial statements. In August 2018, the FASB issued ASU 2018-13, “Fair Value Measurement (Topic 820) - Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement.” ASU 2018-13 removes the disclosure requirement for the amount and reasons for transfers between Level 1 and Level 2 fair value measurements as well as the process for Level 3 fair value measurements. In addition, the ASU adds the disclosure requirements for changes in unrealized gains and losses included in other comprehensive income (loss) for recurring Level 3 fair value measurements held at the end of the reporting period as well as the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements. The ASU is effective for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years and will be applied on a retrospective basis to all periods presented. Early adoption is permitted. The Company has adopted this standard for the financial year beginning January 1, 2020 and there is no impact on the financial statements. In June 2016, the FASB issued ASU 2016-13, “Financial Instruments - Credit Losses.” The standard, including subsequently issued amendments, requires a financial asset measured at amortized cost basis, such as accounts receivable and certain other financial assets, to be presented at the net amount expected to be collected based on relevant information about past events, including historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount. This ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years, and requires the modified retrospective approach. Early adoption is permitted. Based on the composition of the Company’s trade receivables and other financial assets, current market conditions, and historical credit loss activity, the Company is currently in the process of evaluating the impact of this guidance on our financial statements. In February 2016, the FASB issued ASU 2016-02, Leases, and has subsequently issued several supplemental and/or clarifying ASU’s (collectively, “Topic 842”), which requires a dual approach for lease accounting under which a lessee would account for leases as finance leases or operating leases. Both finance leases and operating leases may result in the lessee recognizing a right of use asset and a corresponding lease liability. For finance leases, the lessee would recognize interest expense and amortization of the right-of-use asset, and for operating leases, the lessee would recognize lease expense on a straight-line basis. This ASU is effective for fiscal years beginning after December 15, 2021, and interim periods within those fiscal years, and allows a modified retrospective approach. Early adoption is permitted. The Company is currently in the process of evaluating the impact of this guidance on our financial statements. |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | 4. PROPERTY AND EQUIPMENT Property and equipment consist of the following: December 31, 2020 December 31, 2019 Computer equipment $ 13,473 $ 13,208 Furniture and fixtures 36,323 33,980 Total property and equipment 49,796 47,188 Less: Accumulated depreciation (21,353 ) (11,577 ) Property and equipment, net $ 28,443 $ 35,611 Depreciation expense on property and equipment, was $9,059 and $8,114 for the years ended December 31, 2020 and 2019, respectively. |
Construction in Progress
Construction in Progress | 12 Months Ended |
Dec. 31, 2020 | |
Consulting [Member] | |
Construction in Progress | 5. CONSTRUCTION IN PROGRESS The Company engaged outside contractors to begin construction work on its first facility. As of December 31, 2020, $2,071,093 (December 31, 2019 – $2,030,270) represents progress payments related to facility construction. |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Prepaid Expenses And Other Current Assets | ||
Prepaid Expenses and Other Current Assets | 3. PREPAID EXPENSES AND OTHER CURRENT ASSETS March 31, 2021 December 31, 2020 Deposits $ 170,000 $ 170,000 Legal retainer 51,342 43,038 Others 3,651 - $ 224,993 $ 213,038 During the year-ended December 31, 2020, the Company entered into a land purchase agreement in relation to construction of a facility in Coachella, California. A deposit of $170,000 has been paid and the balance of the purchase price is subject to financing. On April 6, 2021, the scheduled close of escrow was extended to April 30, 2021 and the purchase price was increased to $4.4 million. . As of June 3, 2021, the scheduled close of escrow was being re-negotiated by the Company for further extension. | 6. PREPAID EXPENSES AND DEPOSITS December 31, 2020 December 31, 2019 Deposits $ 170,000 $ 4,443 Legal retainer 43,038 88,369 Prepaid expenses - 5,005 $ 213,038 $ 97,817 During the year-ended December 31, 2020, the Company entered into a land purchase agreement in relation to construction of a facility in Coachella, California. A deposit of $170,000 has been paid and the balance of the purchase price is subject to financing (see Note 15). |
Accounts Payable and Accrued Li
Accounts Payable and Accrued Liabilities | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Payables and Accruals [Abstract] | ||
Accounts Payable and Accrued Liabilities | 4. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES March 31, 2021 December 31, 2020 Accounts payable $ 1,157,807 $ 991,565 Accrued expenses 1,016,630 905,629 Others 45,440 33,794 $ 2,219,877 $ 1,930,988 Accounts payable includes $744,191 (December 31, 2020 - $744,191) payable to outside contractor in relation to facility construction. Accrued expenses include bonus payable of $491,255 (December 31, 2020 - $487,983) and Directors fees payable of $149,932 (December 31, 2020 - $128,448). Accounts payable and accrued liabilities include a total unpaid IPO cost of $345,368 (December 31, 2020 - $297,437). | 7. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES December 31, 2020 December 31, 2019 Accounts payable $ 991,565 $ 923,808 Accrued expenses 905,629 417,302 Others 33,794 34,474 $ 1,930,988 $ 1,375,584 Accounts payable includes $744,191 (December 31, 2019 - $744,191) payable to outside contractor in relation to facility construction. Accrued expenses include bonus payable of $487,983 (December 31, 2019 - $135,163) and Directors fees payable of $128,448 (December 31, 2019 - $51,330). Accounts payable and accrued liabilities include a total unpaid IPO cost of $297,437 (December 31, 2019 - $Nil). |
Senior Secured Debentures
Senior Secured Debentures | 3 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
Senior Secured Debentures | 5. Senior Secured Debentures On March 24, 2021, the Company entered into a securities purchase agreement with certain accredited investors for the purchase of $750,000 in principal amount ($600,000 subscription amount) of senior secured debentures due June 24, 2021 (the “Bridge Loan”). The imputed interest rate is encompassed within the original issue discount of the debentures and no additional cash interest shall be due. The debentures were issued pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, to certain purchasers who are accredited investors within the meaning of Rule 501 under the Securities Act of 1933, as amended. Each debenture holder will receive a warrant to purchase shares of common stock in an amount equal to 50% of the principal amount divided by 80% of the initial public offering price of the Company’s common stock. The warrants are exercisable at 80% of the initial public offering price. Transaction costs of $69,000 have been recorded in connection with the Bridge Loan. In accordance with U.S. GAAP, we have recorded the fair value of the warrants as a liability in the accompanying balance sheet at March 31, 2021 using Black-Scholes option-pricing model. We will remeasure the fair value of the warrants liability at each reporting date until the warrants are exercised or have expired. Changes in the fair value of the warrants liability will be reported in the statements of comprehensive income / (loss) as income or expense. The fair value of the warrants liability is subject to significant fluctuation based on changes in the inputs to the Black-Scholes option-pricing model, including our common stock price, expected volatility, expected term, the risk-free interest rate and dividend yield. The market price for our common stock may be volatile. Consequently, future fluctuations in the price of our common stock may cause significant increases or decreases in the fair value of the warrants. The fair value of the warrants estimated at $266,773 determined using the Black-Scholes option pricing model was based on the following assumptions; stock price $5.99, dividend yield – nil, expected volatility 80%, risk free rate of return 0.5%, expected term of 3 years. |
Long Term Loan
Long Term Loan | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Long Term Loan | 8. LONG TERM LOAN During the year ended December 31, 2020, the Company entered into a loan agreement with Alterna Bank for a principal amount of $31,417 (CAD$ 40,000) under Canada Emergency Business Account Program (the “Program”). The Program, as set out by the Government of Canada, requires that the funds from this loan shall only be used by the Company to pay non-deferrable operating expenses including, without limitation, payroll, rent, utilities, insurance, property tax and regularly scheduled debt service, and may not be used to fund any payments or expenses such as prepayment/refinancing of existing indebtedness, payments of dividends, distributions and increases in management compensation. The loan is interest free for an initial term that ends on December 31, 2022. Repaying the loan balance on or before December 31, 2022 will result in loan forgiveness of 25% (up to CAD $10,000). Any outstanding loan after initial term carries an interest rate of 5% per annum, payable monthly during the extended term i.e. January 31, 2023 to December 31, 2025. |
Share Capital
Share Capital | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Equity [Abstract] | ||
Share Capital | 6. SHARE CAPITAL There were no share capital issuances or options and warrants grants during the three months ended March 31, 2021. During the three months ended March 31, 2021, the Company issued 30,000 common shares with a fair value of $179,700 against consulting services from a third party. In addition, the Company is also obligated to issue 1,225 shares of common stock with a fair value of $8,627 against consulting services, which had been recorded in obligation to issue shares at March 31, 2021. | 9. SHARE CAPITAL a) Authorized Share Capital On March 1, 2019, the Company changed its share structure with a Director’s resolution to replace Class – A voting shares with Common voting Shares, and to eliminate Class-B non-voting shares (where nil were issued), and created a new series of Preferred shares with no par value and unlimited number of shares. Holders of Preferred shares shall be entitled to receive distribution ahead of holders of Common shares. In addition, Preferred shareholders are also entitled to a fixed premium (if specifically provided in the special rights and restrictions attached to a specific series of Preferred shares), prior to any distributions to holders of Common shares in the event of dissolution, liquidation or winding-up of the Company. b) Issued Share Capital The Company had the following common share transactions during the year ended December 31, 2020 and December 31, 2019: 1) On January 16, 2019, pursuant to a non-brokered private placement, the Company issued 210,526 units (1,000,000 units before the Reverse Split) at a price of $1.24 (CAD $1.66) ($0.26 (CAD $0.35) before the Reverse Split) for gross proceeds of $264,191 (CAD $350,000). Each unit consists of one common share and a warrant to purchase one common share. Each warrant entitles the holder to purchase one common share at a price of CAD $2.38 (CAD $0.50 per share before the Reverse Split) for 36 months. 2) On January 31, 2019, pursuant to a non-brokered private placement, the Company issued 26,316 common shares (125,000 common shares before the Reverse Split) at a price of $1.8 (CAD $2.38) ($0.38 (CAD $0.50) before the Reverse Split) for gross proceeds of $47,550 (CAD $62,500). 3) On May 2, 2019, pursuant to a brokered and non-brokered private placement, the Company issued 1,371,789 units (6,516,000 units before the Reverse Split) at a price of $3.56 (CAD $ 4.75) ($0.75 (CAD $1.00) before the Reverse Split) per unit for gross proceeds of $4,840,291 (CAD $6,516,000). Each unit consists of one Series A Preferred share and a warrant to purchase one common share. Each warrant entitles the holder to purchase one common share at a price of CAD $9.50 per share (CAD $2.00 per share before the Reverse Split) for a period of 5 years following issuance date. The preferred shareholder shall be entitled to receive a 12% dividend in specie consisting of Common Shares on each six-month anniversary of the Closing Date. Additionally, the principal amount of the Series A Preferred share along with any unpaid dividends will automatically convert into Common Shares upon the earlier of (i) the Company issuing Equity Securities in a transaction or series of related transactions resulting in aggregate gross proceeds of at least CAD $5,000,000; (ii) the occurrence of a Liquidity Event; or (iii) at the Maturity Date i.e. May 2, 2024. In relation to this financing, the Company issued 73,853 units (350,800 units before the Reverse Split) with a fair value of $260,585 (CAD $350,800) to the broker consortium. Each unit consists of one Series A Preferred share and one warrant to purchase common shares. Each warrant entitles the holder to purchase one common share at a price of CAD $9.50 per share (CAD $2.00 per share before the Reverse Split) for a period of 5 years following issuance date. 4) On May 10, 2019, pursuant to a brokered and non-brokered private placement, the Company issued 779,474 units (3,702,500 units before the Reverse Split) at a price of $3.56 (CAD $ 4.75) ($0.75 (CAD $1.00) before the Reverse Split) per unit for gross proceeds of $2,759,353 (CAD $3,702,500). Each unit consists of one Series A Preferred share and a warrant to purchase one common share. Each warrant entitles the holder to purchase one common share at a price of CAD $9.50 per share (CAD $2.00 per share before the Reverse Split) for a period of 5 years following issuance date. The preferred shareholder shall be entitled to receive a 12% dividend in specie consisting of Common Shares on each six-month anniversary of the Closing Date. Additionally, the principal amount of the Series A Preferred share along with any unpaid dividends will automatically convert into Common Shares upon the earlier of (i) the Company issuing Equity Securities in a transaction or series of related transactions resulting in aggregate gross proceeds of at least $5,000,000; (ii) the occurrence of a Liquidity Event; or (iii) at the Maturity Date i.e. May 10, 2024. In relation to this financing, the Company issued 38,974 units (185,125 units before the Reverse Split) with a fair value of $137,968 (CAD $185,125), to the broker consortium. Each unit consists of one Series A Preferred share and one warrant to purchase common shares. Each warrant entitles the holder to purchase one common share at a price of CAD $9.50 per share (CAD $2.00 per share before the Reverse Split) for a period of 5 years following issuance date. In connection with the above May 2 and May 10 share issuance, a total of $766,970 (CAD $1,029,121) was recorded as share issuance costs. In addition, 180,522 (857,480 before the Reverse Split) broker warrants were issued with a value of $nil. Each warrant entitles the holder to purchase one common share at a price of CAD $9.50 per share (CAD $2.00 per share before the Reverse Split) for a period of 5 years following issuance date. 5) On May 10, 2019, pursuant to the conversion of convertible debentures with a principal value of $372,634 (CAD $500,000), the Company issued 105,263 units (500,000 units before the Reverse Split) at a price of $3.56 (CAD $ 4.75) per unit ($0.75 (CAD $1.00) per unit before the Reverse Split). Each unit consists of one common share and one warrant to purchase common shares. Each warrant entitles the holder to purchase one common share at a price of CAD $9.50 per share (CAD $2.00 per share before the Reverse Split) for 60 months. In addition, the Company issued 1,453 units (6,904 units before the Reverse Split) at a price of $3.56 (CAD $ 4.75) per unit ($0.75 (CAD $1.00) per unit before the Reverse Split) representing the accreted value of the interest payable on the debentures at time of conversion. 6) On July 8, 2019, in connection with the May 10 private placement, the Company repurchased 5,263 units (25,000 units before the Reverse Split) at $3.66 (CAD $4.75) per unit ($0.77 (CAD $1.00) per unit before the Reverse Split). Each unit consists of one Series A Preferred share and one warrant to purchase common share. Each warrant entitles the holder to purchase one common share at a price of CAD $9.50 per share (CAD $2.00 per share before the Reverse Split) for a period of 5 years following issuance date. Subsequent to the repurchase, the Company canceled 5,263 (25,000 before the Reverse Split) Series A Preferred shares and 5,263 (25,000 before the Reverse Split) warrants to purchase common share. 7) On November 2, 2019, the Company declared and issued 86,739 (412,008 before the Reverse Split) common shares at $3.61 (CAD $4.75) ($0.76 (CAD $1.00) before the Reverse Split) as stock dividend to holders of Series A Preferred shares issued on May 2, 2019. 8) On November 10, 2019, the Company declared and issued 48,791 (231,758 before the Reverse Split) common shares at $3.61 (CAD $4.75) ($0.76 (CAD $1.00) before the Reverse Split) as stock dividend to holders of Series A Preferred shares issued on May 10, 2019. 9) At various times during the year ended December 31, 2019, the Company issued 244,753 common shares (1,162,577 common shares before the Reverse Split) to various consultants for services rendered. The Company had the following common share transactions during the year ended December 31, 2020: 10) On May 2, 2020, the Company declared and issued 86,739 common shares at $3.37 (CAD $4.75) (412,008 common shares at $0.71 (CAD $1.00) before the Reverse Split) as stock dividend to holders of Series A Preferred shares issued on May 2, 2019. 11) On May 10, 2020, the Company declared and issued 48,791 common shares at $3.42 (CAD $4.75) (231,758 common shares at $0.72 (CAD $1.00) before the Reverse Split) as stock dividend to holders of Series A Preferred shares issued on May 10, 2019. 12) On November 2, 2020, the Company declared and issued 86,739 common shares at $3.56 (CAD $4.75) (412,008 common shares at $0.75 (CAD $1.00) before the Reverse Split) as stock dividend to holders of Series A Preferred shares issued on May 2, 2019. 13) On November 10, 2020, the Company declared and issued 48,791 common shares at $3.66 (CAD $4.75) (231,758 common shares at $0.77 (CAD $1.00) before the Reverse Split) as stock dividend to holders of Series A Preferred shares issued on May 10, 2019. 14) During the year ended December 31, 2020, 365,113 (1,734,285 before the Reverse Split) warrants were exercised at a price of CAD $2.38 (CAD $0.50 before the Reverse Split). 15) At various times during the year ended December 31, 2020, the Company issued 100,237 common shares (476,126 before the Reverse Split) to various consultants for services rendered. c) Cancellation of Issued Shares During the year ended December 31, 2018, the Company entered into a purchase agreement with certain parties representing proprietary technology. As consideration for the purchase of the technology and attendant intellectual property rights, the Company issued an aggregate of 5,263,158 (25,000,000 before the Reverse Split) Class A common voting shares (the “Class A Shares”). An additional 105,263 (500,000 before the Reverse Split) Class A Shares was issued for consulting services to assist with application of the proprietary technology to the Company’s business. Subsequent to the execution of these agreements, the Company was notified as to certain issues relating to the transaction agreements resulting in the technology being deemed invalid and therefore without any value. Accordingly, the shares initially granted to the sellers of the technology were cancelled during the year ended December 31, 2019. The impairment of related intellectual property was recorded in year ended December 31, 2018 and included in Research and Development expense. d) Stock Options The Company has adopted a stock option plan (the “Plan”) for its directors, officers, employees and consultants to acquire common shares of the Company. The terms and conditions of the stock options are determined by the Board of Directors. On May 28, 2019, at the Company’s annual general meeting, shareholders approved an amendment to the Stock Option Plan to increase the number of authorized shares subject to the stock option plan to 15% of the issued and outstanding shares of the Company (including any unconverted Series A Preferred Shares). For the year ended December 31, 2020, the Company recorded aggregate share-based compensation expense of $571,210 (December 31, 2019 - $401,869) for all stock options on a straight-line basis over the vesting period. As of December 31, 2020, 1,450,918 Stock Options were outstanding at a weighted average exercise price of $2.01 (CAD 2.56), of which 1,161,726 were exercisable. The amounts recognized as share-based payments and stock options are included in share-based compensation on the Statement of Loss and Comprehensive Loss. As of December 31, 2020, there was $275,150 of total unrecognized compensation cost related to non-vested share-based compensation arrangements granted under the stock option plan; that cost is expected to be recognized over a period of 2 years. The following summarizes stock option activity during the years ended December 31, 2020 and 2019: Number of Options* Weighted Average Exercise Price* Weighted Average Remaining Life (years) Balance at December 31, 2018 838,947 $ 1.38 4.81 Granted 315,789 $ 2.07 5.42 Exercised (10,525 ) $ 1.83 - Cancelled (37,500 ) $ 1.66 - Balance at December 31, 2019 1,106,711 $ 1.35 4.98 Granted 387,760 $ 3.73 5.46 Forfeited (25,132 ) $ 1.31 - Cancelled (18,421 ) $ 1.31 - Balance at December 31, 2020 1,450,918 $ 2.01 4.38 * reflects the 1:4.75 reverse stock split effected on November 29, 2020. The Company’s outstanding and exercisable stock options at December 31, 2020 were: Outstanding Options* Exercisable Options* Expiry Date Number Weighted Average Remaining Life (years) Weighted Average Exercise Price Weighted Average Exercise Price Number Weighted Average Exercise Price CAD $ $ $ May 24, 2024 21,053 3.40 1.66 1.31 21,053 1.31 June 1, 2024 168,421 3.42 0.36 0.28 168,421 0.28 June 19, 2024 15,790 3.47 1.66 1.31 15,789 1.31 October 24, 2024 10,526 3.82 1.66 1.31 10,526 1.31 December 12, 2024 531,579 3.95 1.66 1.31 531,579 1.31 April 30, 2025 63,158 4.33 2.38 1.87 55,263 1.87 April 30, 2025 168,421 4.33 2.38 1.87 147,368 1.87 June 10, 2025 42,105 4.44 2.38 1.87 42,105 1.87 November 15, 2025 42,105 4.88 4.75 3.73 26,316 3.73 January 31, 2026 38,947 5.09 4.75 3.73 12,500 3.73 June 30, 2026 348,813 5.50 4.75 3.73 130,805 3.73 Total Share Options 1,450,918 4.38 2.56 2.01 1,161,726 1.63 * reflects the 1:4.75 reverse stock split effected on November 29, 2020. Stock-based compensation expense recognized is based on options expected to vest, the fair value of each employee option grant during the years ended December 31, 2020 and 2019 was estimated on the date of grant using the Black-Scholes option pricing model with the following weighted average assumptions: December 31, 2020 December 31, 2019 Expected volatility 79.60 % 79.60 % Expected term (in years) 3.44 4.59 Risk-free interest rate 0.45 % 1.51 % Fair value of options $ 1.90 $ 0.67 e) Warrants The Company’s outstanding warrants as of December 31, 2020 were: Number of warrants* Weighted average exercise price* Weighted average exercise price* Expiry Date CAD $ Outstanding, December 31, 2018 688,721 2.34 1.84 Granted during quarter 1, 2019 210,526 2.38 1.87 January 16, 2022 Granted during quarter 1, 2019 16,842 1.66 1.31 January 21, 2022 Granted during quarter 2, 2019 1,563,806 9.50 7.46 May 2, 2024 Granted during quarter 2, 2019 986,068 9.50 7.46 May 10, 2024 Cancelled during quarter 2, 2019 (63,157 ) 2.38 1.87 August 24, 2024 Granted during quarter 3, 2019 1,453 9.50 7.46 May 10, 2024 Cancelled during quarter 3, 2019 (5,263 ) 9.50 7.46 May 10, 2024 Outstanding, December 31, 2019 3,398,996 7.70 6.05 Exercised during quarter 4, 2020 (365,112 ) 2.38 1.87 December 21, 2021** Expired during quarter 4, 2020 (63,157 ) 2.38 1.87 October 15, 2021** Expired during quarter 4, 2020 (163,610 ) 2.38 1.87 December 21, 2021** Expired during quarter 4, 2020 (33,684 ) 1.66 1.30 December 31, 2021** Expired during quarter 4, 2020 (210,526 ) 2.38 1.87 January 16, 2022** Expired during quarter 4, 2020 (16,842 ) 1.66 1.30 January 21, 2022** Outstanding, December 31, 2020 2,546,065 9.50 7.46 * reflects the 1:4.75 reverse stock split effected on November 29, 2020. ** pursuant to the terms of the warrants, the warrants were accelerated to expire on October 10, 2020 due to occurrence of an acceleration event. Accordingly, any unexercised warrants were terminated. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 10. INCOME TAXES For the year ended December 31, 2020 and 2019, loss before income tax provision consisted of the following: December 31, 2020 December 31, 2019 Domestic operations - Canada $ (2,732,888 ) $ (5,027,596 ) Foreign operations - United States (488,638 ) (91,550 ) Total loss before taxes $ (3,221,526 ) $ (5,119,146 ) Income tax expense (benefit) consists of the following for the years ended December 31, 2020 and December 31, 2019: December 31, 2020 December 31, 2019 Loss before taxes $ (3,221,526 ) $ (5,119,146 ) Statutory tax rate 27.00 % 27.00 % Income taxes at the statutory rate $ (869,812 ) $ (1,382,170 ) Stock-based compensation 154,227 108,505 Share issue costs (45,854 ) (223,439 ) Others 41,388 (58,416 ) Total $ (720,051 ) $ (1,555,520 ) Change in valuation Allowance $ 720,051 $ 1,555,520 Total income tax expense (benefit) $ - $ - Deferred income taxes reflect the net tax effect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. A valuation allowance is provided for deferred tax assets if it is more likely than not that we will not realize those tax assets through future operations. Significant components of the Company’s deferred taxes are as follows: December 31, 2020 December 31, 2019 Deferred tax assets: Unused tax losses carry forward - Canada and United States $ 2,669,781 $ 1,903,392 Share issue costs - Canada 142,318 186,874 Property and equipment - Canada - 1,782 Total deferred tax assets $ 2,812,099 $ 2,092,048 Deferred tax asset not recognized - - Net deferred tax assets 2,812,099 2,092,048 Deferred tax liability: Total deferred tax liability - - Valuation Allowance $ (2,812,099 ) $ (2,092,048 ) Net deferred tax assets (liabilities) $ - $ - The Company has Non-Capital Losses of $9.3 million as of December 31, 2020 and $6.8 million as of December 31, 2019, which are due to expire between 2039 and 2040 and which can be used to offset future taxable income in Canada. For foreign operations in United States, aggregate net operating losses are $0.6 million as of December 31, 2020 (2019 - $0.1 million) which can be carried forward indefinitely. Non-Capital Losses in Canada can be carried forward after change of ownership, if the particular business which gave rise to the loss is carried on by the company for profit or with a reasonable expectation of profit. Certain accumulated net operating losses in United States are subject to an annual limitation from equity shifts, which constitute a change of ownership as defined under Internal Revenue Code (“IRC”) Section 382. These rules will limit the utilization of the losses. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2020 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 11. RELATED PARTY TRANSACTIONS Key management personnel include those persons having the authority and responsibility of planning, directing, and executing the activities of the Company. The Company has determined that its key management personnel consist of the Company’s officers and directors. December 31, 2020 December 31, 2019 Accounting fees (included in professional) $ 15,225 $ 75,923 Consulting fees - 90,436 $ 15,225 $ 166,359 As of December 31, 2020, $3,223 (December 31, 2019 - $35,093) in total was owing to officers and directors or to companies owned by officers and directors of the Company for services and expenses. These amounts owing have been included in accounts payable and accrued liabilities. During the year ended December 31, 2020 and 2019, the Company incurred $38,395 and $186,971, respectively, to our U.S. general counsel firm, D R Welch against legal services. An aggregate of 13,158 shares (62,500 shares before the Reverse Split) were issued to David Welch as part of the payment. During the year ended December 31, 2020, the Company paid $Nil (December 31, 2019 - $17,271) for management services to First Liberty Power Corp., related to the Chairman of the Board of Directors, Don Nicholson. On April 30, 2019 a loan of $18,625 (CAD $25,000) bearing interest at 2% per annum was given to Ingo Mueller, Chief Executive officer for the purposes of obtaining corporate credit card. The loan was subsequently repaid on August 9, 2019 along with interest accrued. During the year ended December 31, 2020 and December 31, 2019, the Company paid $8,862 and $37,682 (including $23,154 for services provided in 2018), respectively, for consulting services to 0902550 BC Ltd. where Don Nicholson is the principal consultant. On May 1, 2019, the Company entered into a 12 months consulting agreement with Arni Johannson to provide Investor Relations services for a monthly fee of CAD 10,000. As of December 31, 2020, the Company owed $nil pursuant to the said agreement. During the year ended December 31, 2019 the company paid share issue costs amounting to $2,355 and consulting fee amounting to $86,668 to Enkoodabaoo LLC related to officer, Troy McClellan. There were no other payments to related parties for the year ended December 31, 2020 and 2019 other than expense reimbursements in the ordinary course of business. |
Convertible Debentures
Convertible Debentures | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Convertible Debentures | 12. CONVERTIBLE DEBENTURES On March 21, 2019 the Company closed a private placement of $374,083 (CAD $500,000) aggregate principal amount of unsecured subordinated convertible debentures at a price of CAD $1,000 per convertible debenture. The convertible debentures bear interest from the date of closing at 12.0% per annum, payable in common shares of the Company at a price of CAD $4.75 (CAD $1.00 before the Reverse Split) per share semi-annually and will expire on March 21, 2024. The convertible debentures holder will receive units at a conversion price of CAD $4.75 (CAD $1.00 before the Reverse Split) per unit upon conversion. A unit is comprised of one common Share and one warrant with an exercise price of CAD $9.50 (CAD $2.00 before the Reverse Split). The debentures are convertible into units at the option of the holder at any time prior to the close of business on the maturity date. Additionally, the principal amount of the debenture along with any accrued but unpaid interest will automatically convert into units upon the earlier of (i) the Company issuing Equity Securities in a transaction or series of related transactions resulting in aggregate gross proceeds of at least CAD $5,000,000; (ii) the occurrence of a Liquidity Event; or (iii) at the Maturity Date i.e. March 21, 2024. On May 10, 2019, the convertible debenture was converted into units along with the unpaid interest as a result of the Company issuing equity securities in a transaction that resulted in aggregate gross proceeds in excess of CAD $5,000,000. Convertible debentures with a principal balance of $372,634 (CAD $500,000) were converted into 105,263 units (500,000 units before the Reverse Split) (note 8) during the period. In addition, the Company was obligated to issue 1,453 units (6,904 units before the Reverse Split) at a price of CAD $4.75 (CAD $1.00 before the Reverse Split) per unit representing the accreted value of the interest payable on the debentures at time of conversion. No debenture balance was outstanding as at December 31, 2019. |
Research and Development
Research and Development | 12 Months Ended |
Dec. 31, 2020 | |
Research and Development [Abstract] | |
Research and Development | 13. RESEARCH AND DEVELOPMENT During the year ended December 31, 2020, the Company spent $123,916 (December 31, 2019 - $1,111,562) in research and development costs in relation to the development of a biosphere facility. The following represents the breakdown of research and development activities: December 31, 2020 December 31, 2019 Architectural fees $ 28,397 $ 388,033 Engineering consultants 16,962 233,109 Design and construction 4,406 371,117 Product development 74,150 119,303 $ 123,915 $ 1,111,562 The Company recorded Scientific Research and Experimental Development (“SR&ED”) tax incentive income of $106,195 during the year ended December 31, 2020 (December 31, 2019 - $Nil). SR&ED tax incentive income is recognized when there is reasonable assurance that the income will be received, the relevant expenditure has been incurred, and the consideration can be reliably measured. The Company’s SR&ED tax incentive income has been recognized as other income as it is not indicative of the core operating activities or revenue producing goals of the Company. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Commitments and Contingencies | 7. COMMITMENTS AND CONTINGENCIES Proposed IPO On June 16, 2020, the Company entered into an engagement agreement (the “Agreement”) with an underwriter to serve as lead underwriter, deal manager and investment banker for the proposed firm commitment for underwriting an initial public offering (“Public Offering”) by the Company, covering sale of up to approximately $35 million equity and equity derivatives. The term of the Agreement in connection with the offering ends on earlier of (i) twelve (12) months from the engagement date or (ii) the final closing, if any, of the Offering. The placement agent will act as sole underwriter of the Public Offering, subject to, completion of placement agent’s due diligence examination of the Company and its affiliates, and the execution of a definitive underwriting agreement between the Company and the placement agent in connection with the Public Offering. The Agreement will provide that the Company will grant to the placement agent an option, exercisable within 45 days after the closing of the Public Offering, to acquire up to an additional 15% of the total number of Shares to be offered by the Company in the Public Offering, solely for the purpose of covering over-allotments. In connection with the offering, an underwriting discount of 8% of the total gross proceeds of the Offering shall be provided to the underwriter. On June 1, 2020, the Company entered into a financial advisory agreement with the above underwriter to provide general financial advisory, investment banking and other customary services that the Company and underwriter agree. As consideration for the provision of advisory services, the Company issued 1% of the issued and outstanding common shares on the date of agreement and will issue 2% of issued and outstanding stock on 91 st Litigation During the three months ended March 31, 2021 and the year ended December 31, 2020, the Company had no new contingencies to disclose. During the year ended December 31, 2018, the Company entered into a purchase agreement with certain parties representing proprietary technology. As consideration for the purchase of the technology and attendant intellectual property rights, the Company issued an aggregate of 5,263,158 (25,000,000 before the Reverse Split) Class A common voting shares (the “Class A Shares”). An additional 105,263 (500,000 before the Reverse Split) Class A Shares was issued for consulting services to assist with application of the proprietary technology to the Company’s business. Subsequent to the execution of these agreements, the Company was notified as to certain issues relating to the transaction agreements that were executed and the intellectual property risks that were purportedly transferred. After several months of analysis with various professionals, the Company determined that the technology was in fact invalid and therefore without any value. On May 15, 2019, a claim by HydroHaus Horticulture, Inc., Stuart Brazier and Christopher Gielnik was filed in BC Supreme Court. The basic allegations against Agriforce Growing Systems Ltd. are: 1. The Company breached the manufacturing agreement under which HydroHaus Horticulture claims it had the exclusive right to build hydro houses for the Company; 2. The Company advised HydroHaus Horticulture that it was in breach of the licensing agreement relating to its project to build a hydro house for the Nak’azdli causing HydroHaus Horticulture to spend approximately $130,000 to change the way it was to perform that contract; 3. The Company owes approximately $100,000 for expenses paid for by HydroHaus Horticulture, which has not been accrued for at this time as management does not believe the merits are valid. Should any amounts be required to be paid as a result of the claim, the Company will appropriately record at that time; and 4. The Company wrongfully rescinded its agreements with HydroHaus Horticulture. The plaintiffs are seeking general and special damages, alternatively rescission of the agreements or specific performance of those agreements and payment for expenses incurred by HydroHaus Horticulture for the benefit of the Company. The plaintiffs are also seeking an order that the Hydrohaus IP (allegedly comprising certain cladding materials and methods of insulating greenhouses, regulating humidity, moving growing plants, and managing the movement of air, and any derivative works), and an associated patent application, be transferred to the them. The Plaintiffs are also seeking an order prohibiting the Company from using the words, “Canivate”, ” the Canivate Way”, “HydroFilm”, “Hydrohouse” and “Hydrohaus”. On May 24, 2019, the Company filed a Response to the claim. That response denies the allegations in the claim, raises the defense that the plaintiffs wrongfully purported to sell intellectual property which they falsely stated they had invented and owned and states that the intellectual property was unworkable to build greenhouses. The Company also alleges that the plaintiffs falsely represented that their work for the Kak’adzdli would benefit the Company when it would not. The Response asks that the claim be dismissed. The Company has also filed a Counterclaim based upon its allegations that the plaintiffs wrongfully induced the Company to enter agreements with the plaintiffs based on fraudulent misrepresentations regarding the existence of ownership of intellectual property. Further, the counterclaim alleges that Mr. Brazier breached his fiduciary duties to Canivate in preferring the interests of Hydrohaus over those of the Company. The counterclaim seeks a declaration that the agreements which the Company rescinded were properly rescinded based upon the misrepresentations of the plaintiffs as well as general, special, aggravated and punitive damages, an accounting for profits, and legal costs. During the three months ended March 31, 2021 and the year ended December 31, 2020, there has been no further activity in the lawsuit. Based on Company’s litigation counsel’s opinion, management does not believe the potential monetary damages to be material based on the damages sought by the plaintiff. | 14. COMMITMENTS AND CONTINGENCIES Commitments The Company has the following contractual commitments: Year Description CAD $ USD $ 2021 Equipment lease 2,397 1,759 2022 Equipment lease 1,199 880 Proposed IPO On June 16, 2020, the Company entered into an engagement agreement (the “Agreement”) with an underwriter to serve as lead underwriter, deal manager and investment banker for the proposed firm commitment for underwriting an initial public offering (“Public Offering”) by the Company, covering sale of up to approximately $35 million equity and equity derivatives. The term of the Agreement in connection with the offering ends on earlier of (i) twelve (12) months from the engagement date or (ii) the final closing, if any, of the Offering. The placement agent will act as sole underwriter of the Public Offering, subject to, completion of placement agent’s due diligence examination of the Company and its affiliates, and the execution of a definitive underwriting agreement between the Company and the placement agent in connection with the Public Offering. The Agreement will provide that the Company will grant to the placement agent an option, exercisable within 45 days after the closing of the Public Offering, to acquire up to an additional 15% of the total number of Shares to be offered by the Company in the Public Offering, solely for the purpose of covering over-allotments. In connection with the offering, an underwriting discount of 8% of the total gross proceeds of the Offering shall be provided to the underwriter. On June 1, 2020, the Company entered into a financial advisory agreement with the above underwriter to provide general financial advisory, investment banking and other customary services that the Company and underwriter agree. As consideration for the provision of advisory services, the Company issued 1% of the issued and outstanding common shares on the date of agreement and will issue 2% of issued and outstanding stock on 91 st Contingencies Litigation During the years ended December 31, 2020 and December 31, 2019, the Company had no new contingencies to disclose. During the year ended December 31, 2018, the Company entered into a purchase agreement with certain parties representing proprietary technology. As consideration for the purchase of the technology and attendant intellectual property rights, the Company issued an aggregate of 5,263,158 (25,000,000 before the Reverse Split) Class A common voting shares (the “Class A Shares”). An additional 105,263 (500,000 before the Reverse Split) Class A Shares was issued for consulting services to assist with application of the proprietary technology to the Company’s business. Subsequent to the execution of these agreements, the Company was notified as to certain issues relating to the transaction agreements that were executed and the intellectual property risks that were purportedly transferred. After several months of analysis with various professionals, the Company determined that the technology was in fact invalid and therefore without any value. On May 15, 2019, a claim by HydroHaus Horticulture, Inc., Stuart Brazier and Christopher Gielnik was filed in BC Supreme Court. The basic allegations against Agriforce Growing Systems Ltd. are: 1. The Company breached the manufacturing agreement under which HydroHaus Horticulture claims it had the exclusive right to build hydro houses for the Company; 2. The Company advised HydroHaus Horticulture that it was in breach of the licensing agreement relating to its project to build a hydro house for the Nak’azdli causing HydroHaus Horticulture to spend approximately $130,000 to change the way it was to perform that contract; 3. The Company owes approximately $100,000 for expenses paid for by HydroHaus Horticulture, which has not been accrued for at this time as management does not believe the merits are valid. These amounts have not been accrued for at this time as management does not believe the merits are valid. Should any amounts be required to be paid as a result of the claim, the Company will appropriately record at that time; and 4. The Company wrongfully rescinded its agreements with HydroHaus Horticulture. The plaintiffs are seeking general and special damages, alternatively rescission of the agreements or specific performance of those agreements and payment for expenses incurred by HydroHaus Horticulture for the benefit of the Company. The plaintiffs are also seeking an order that the Hydrohaus IP (allegedly comprising certain cladding materials and methods of insulating greenhouses, regulating humidity, moving growing plants, and managing the movement of air, and any derivative works), and an associated patent application, be transferred to the them. The Plaintiffs are also seeking an order prohibiting the Company from using the words, “Canivate”, “the Canivate Way”, “HydroFilm”, “Hydrohouse” and “Hydrohaus”. On May 24, 2019, the Company filed a Response to the claim. That response denies the allegations in the claim, raises the defense that the plaintiffs wrongfully purported to sell intellectual property which they falsely stated they had invented and owned and states that the intellectual property was unworkable to build greenhouses. The Company also alleges that the plaintiffs falsely represented that their work for the Kak’adzdli would benefit the Company when it would not. The Response asks that the claim be dismissed. The Company has also filed a Counterclaim based upon its allegations that the plaintiffs wrongfully induced the Company to enter agreements with the plaintiffs based on fraudulent misrepresentations regarding the existence of ownership of intellectual property. Further, the counterclaim alleges that Mr. Brazier breached his fiduciary duties to Canivate in preferring the interests of Hydrohaus over those of the Company. The counterclaim seeks a declaration that the agreements which the Company rescinded were properly rescinded based upon the misrepresentations of the plaintiffs as well as general, special, aggravated and punitive damages, an accounting for profits, and legal costs. During the year ended December 31, 2020, there has been no further activity in the lawsuit. Based on Company’s litigation counsel’s opinion, management does not believe the potential monetary damages to be material based on the damages sought by the plaintiff. |
Subsequent Events
Subsequent Events | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Subsequent Events [Abstract] | ||
Subsequent Events | 8. SUBSEQUENT EVENTS The Company evaluated subsequent events through June 03, 2021, the date on which these interim financial statements were available to be issued, to ensure that this filing includes appropriate disclosure of events both recognized in the interim financial statements as of March 31, 2021, and events which occurred subsequent to March 31, 2021 but were not recognized in the interim financial statements. Except as disclosed below and the extension of scheduled close of escrow related to purchase of land as disclosed in Note 3, there were no events that required recognition, adjustment to or disclosure in the interim financial statements. In April 2021, the Company applied for additional loan with Alterna Bank under Canada Emergency Business Account Program (the “Program”) and received $15,932 (CAD$20,000). The expansion loan is subject to the original terms and conditions of the Program. In April 2021, the Company terminated all agreements with PharmaHaus. On May 2, 2021, the Company declared and issued 86,739 common shares as stock dividend to holders of Series A Preferred shares issued on May 2, 2019. On May 10, 2021, the Company declared and issued 48,791 common shares as stock dividend to holders of Series A Preferred shares issued on May 10, 2019. On May 27, 2021, the Company issued to consultants a total of 7,237 common shares, of which 2,237 common shares was accounted for as “obligation to issue shares” as of March 31, 2021. On May 27, 2021, the Company issued 820,029 common shares as a result of 1,113,701 stock options exercised on a cashless basis at various exercise price. On May 28, 2021, the Company’s officers opted to receive a total of 98,356 common shares as bonus compensation for services rendered and accrued for in 2019 and 2020. On May 31, 2021, the Company granted a total of 405,059 stock options to directors, officers, employees, and consultants of the Company. The stock options will vest over the next three years following the grant date, and are exercisable for a five-year period at an exercise price of $7.00. | 15. SUBSEQUENT EVENTS The Company evaluated subsequent events through March 3, 2021, the date on which these financial statements were available to be issued, to ensure that this filing includes appropriate disclosure of events both recognized in the financial statements as of December 31, 2020, and events which occurred subsequent to December 31, 2020 but were not recognized in the financial statements. Except as disclosed below, there were no events that required recognition, adjustment to or disclosure in the financial statements. On February 2, 2021, the land purchase agreement in relation to a 41.37 acre property in Coachella, California was amended. The scheduled close of escrow was extended to March 1, 2021 and the purchase price was increased from $4.1 million to $4.2 million. On February 5, 2021, the Company signed a Term Sheet with a commercial real estate financial services company for the provision of debt related to the potential purchase of the 41.37 acre property in Coachella, California and all site improvements and infrastructure. The terms of the debt are to provide 50% of the value of the land purchase price and 80% of the value of the site improvements and infrastructure. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Accounting Policies [Abstract] | ||
Recent Accounting Pronouncements | Recent Accounting Pronouncements Effective January 1, 2021, the Company adopted ASU 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes.” ASU 2019-12 simplifies the accounting for income taxes by removing exceptions within the general principles of Topic 740 regarding the calculation of deferred tax liabilities, the incremental approach for intra-period tax allocation, and calculating income taxes in an interim period. In addition, the ASU adds clarifications to the accounting for franchise tax (or similar tax). which is partially based on income, evaluating tax basis of goodwill recognized from a business combination, and reflecting the effect of any enacted changes in tax laws or rates in the annual effective tax rate computation in the interim period that includes the enactment date. The adoption of this new guidance did not have a material impact to these interim financial statements. In August 2020, the FASB issued ASU 2020-06 “Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity” (“ASU 2020-06”). The intention of ASU 2020-06 is to address the complexities in accounting for certain financial instruments with a debt and equity component. Under ASU 2020-06, the number of accounting models for convertible notes will be reduced and entities that issue convertible debt will be required to use the if-converted method for the computation of diluted “Earnings per share” under ASC 260. ASC 2020-06 is effective for fiscal years beginning after December 15, 2021 and may be adopted through either a modified retrospective method of transition or a fully retrospective method of transition. We are currently assessing the impact this guidance will have on our condensed consolidated financial statements. | Recent Accounting Pronouncements The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, as modified by the Jumpstart Our Business Start-ups Act of 2012, (the “JOBS Act”). Section 107 of the JOBS Act provides that an emerging growth company can take advantage of the extended transition period provided in Section 13(a) of the Securities Exchange Act of 1934, as amended, for complying with new or revised accounting standards applicable to public companies. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. In December 2019, the FASB issued ASU 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes.” ASU 2019-12 simplifies the accounting for income taxes by removing exceptions within the general principles of Topic 740 regarding the calculation of deferred tax liabilities, the incremental approach for intra-period tax allocation, and calculating income taxes in an interim period. In addition, the ASU adds clarifications to the accounting for franchise tax (or similar tax). which is partially based on income, evaluating tax basis of goodwill recognized from a business combination, and reflecting the effect of any enacted changes in tax laws or rates in the annual effective tax rate computation in the interim period that includes the enactment date. The ASU is effective for fiscal years beginning after December 15, 2020, and will be applied either retrospectively or prospectively based upon the applicable amendments. Early adoption is permitted. The Company is currently in the process of evaluating the impact of this guidance on our financial statements. In August 2018, the FASB issued ASU 2018-13, “Fair Value Measurement (Topic 820) - Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement.” ASU 2018-13 removes the disclosure requirement for the amount and reasons for transfers between Level 1 and Level 2 fair value measurements as well as the process for Level 3 fair value measurements. In addition, the ASU adds the disclosure requirements for changes in unrealized gains and losses included in other comprehensive income (loss) for recurring Level 3 fair value measurements held at the end of the reporting period as well as the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements. The ASU is effective for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years and will be applied on a retrospective basis to all periods presented. Early adoption is permitted. The Company has adopted this standard for the financial year beginning January 1, 2020 and there is no impact on the financial statements. In June 2016, the FASB issued ASU 2016-13, “Financial Instruments - Credit Losses.” The standard, including subsequently issued amendments, requires a financial asset measured at amortized cost basis, such as accounts receivable and certain other financial assets, to be presented at the net amount expected to be collected based on relevant information about past events, including historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount. This ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years, and requires the modified retrospective approach. Early adoption is permitted. Based on the composition of the Company’s trade receivables and other financial assets, current market conditions, and historical credit loss activity, the Company is currently in the process of evaluating the impact of this guidance on our financial statements. In February 2016, the FASB issued ASU 2016-02, Leases, and has subsequently issued several supplemental and/or clarifying ASU’s (collectively, “Topic 842”), which requires a dual approach for lease accounting under which a lessee would account for leases as finance leases or operating leases. Both finance leases and operating leases may result in the lessee recognizing a right of use asset and a corresponding lease liability. For finance leases, the lessee would recognize interest expense and amortization of the right-of-use asset, and for operating leases, the lessee would recognize lease expense on a straight-line basis. This ASU is effective for fiscal years beginning after December 15, 2021, and interim periods within those fiscal years, and allows a modified retrospective approach. Early adoption is permitted. The Company is currently in the process of evaluating the impact of this guidance on our financial statements. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s accounts receivable, accounts payable and other current liabilities approximate their carrying amounts due to the relative short maturities of these items. As part of the issuance of debentures on Mar 24, 2021, the Company will issue warrants having strike price denominated in U.S. Dollars. This creates an obligation to issue shares for a price that is not denominated in the Company’s functional currency and renders the warrants not indexed to the Company’s stock, and therefore, must be classified as a derivative liability and measured at fair value. The fair value of the Company’s warrants are determined in accordance with FASB ASC 820, “Fair Value Measurement,” which establishes a fair value hierarchy that prioritizes the assumptions (inputs) to valuation techniques used to price assets or liabilities that are measured at fair value. The hierarchy, as defined below, gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The guidance for fair value measurements requires that assets and liabilities measured at fair value be classified and disclosed in one of the following categories: ● Level 1: Defined as observable inputs, such as quoted (unadjusted) prices in active markets for identical assets or liabilities. ● Level 2: Defined as observable inputs other than quoted prices included in Level 1. This includes quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. ● Level 3: Defined as unobservable inputs to the valuation methodology that are supported by little or no market activity and that are significant to the measurement of the fair value of the assets or liabilities. Level 3 assets and liabilities include those whose fair value measurements are determined using pricing models, discounted cash flow methodologies or similar valuation techniques, as well as significant management judgment or estimation. As of March 31, 2021, all the Company’s $266,773 Warrants Liability reported at fair value is categorized as Level 3 inputs (see Note 5). | |
Cash | Cash The Company’s cash consists of cash maintained in checking and interest-bearing accounts. The Company accounts for financial instruments with original maturities of three months or less at the date of purchase as cash equivalents. The Company held no cash equivalents as of December 31, 2020 and 2019. | |
Property and Equipment | The following useful lives are applied: Computer equipment 5 years Furniture and fixtures 10 years | |
Impairment of Long-lived Assets | Impairment of Long-Lived Assets The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. In order to determine if assets have been impaired, assets are grouped and tested at the lowest level for which identifiable independent cash flows are available (“asset group”). An impairment loss is recognized when the sum of projected undiscounted cash flows is less than the carrying value of the asset group. The measurement of the impairment loss to be recognized is based on the difference between the fair value and the carrying value of the asset group. Fair value can be determined using a market approach, income approach or cost approach. The reversal of impairment losses is prohibited. | |
Deferred IPO Costs | Deferred IPO Costs Deferred IPO costs represent legal, accounting and other direct costs related to the Company’s efforts to raise capital through an initial public offering of the Company’s common stock (“IPO”). There were no IPO costs incurred prior to 2020. Future costs related to the Company’s IPO activities will be deferred until the completion of the IPO, at which time they will be reclassified to additional paid-in capital as a reduction of the IPO proceeds. If the Company terminates its plan for an IPO, any costs deferred will be expensed immediately. | |
Revenue Recognition | Revenue Recognition The Company has not recorded any revenues since its inception. However, in the future, the Company expects to generate returns from any or all the revenue sources below from its customers: ● Rental income from facilities. ● Intellectual property income from the license of the facilities ● Management and advisory fees from management service contracts and On January 1, 2018, the Company early adopted ASU No. 2014-09, Revenue from Contracts with Customers | |
Loss Per Common Share | Loss per Common Share The Company presents basic and diluted loss per share data for its common shares. Basic loss per common share is calculated by dividing the profit or loss attributable to common shareholders of the Company by the weighted average number of common shares outstanding during the year. Diluted loss per common share is calculated by adjusting the weighted average number of common shares outstanding to assume conversion of all potentially dilutive share equivalents, such as stock options and warrants and assumes the receipt of proceeds upon exercise of the dilutive securities to determine the number of shares assumed to be purchased at the average market price during the year. Diluted net loss attributable to common shareholders per share does not differ from basic net loss attributable to common shareholders per share for the years ended December 31, 2020 and December 31, 2019, since the effect of the Company’s stock options and warrants are anti-dilutive. | |
Research and Development | Research and development Expenditure on research and development activities, undertaken with the prospect of gaining new scientific or technical knowledge and understanding, is recognized as expense when incurred. | |
Foreign Currency Transactions | Foreign currency transactions The financial statements of the Company and its subsidiaries whose functional currencies are the local currencies are translated into U.S. dollars for consolidation as follows: assets and liabilities at the exchange rate as of the balance sheet date, shareholders’ equity at the historical rates of exchange, and income and expense amounts at the average exchange rate for the period. Translation adjustments resulting from the translation of the subsidiaries’ accounts are included in “Accumulated other comprehensive income” as equity in the consolidated balance sheets. Transactions denominated in currencies other than the applicable functional currency are converted to the functional currency at the exchange rate on the transaction date. At period end, monetary assets and liabilities are remeasured to the reporting currency using exchange rates in effect at the balance sheet date. Non-monetary assets and liabilities are remeasured at historical exchange rates. Gains and losses resulting from foreign currency transactions are included within operating expenses. | |
Fair Value Measurement | Fair value measurement Pursuant to the provisions of Accounting Standards Codification (ASC) 820, Fair Value Measurements and Disclosures (ASC 820), the Company measures certain assets and liabilities at fair value or discloses the fair value of certain assets and liabilities recorded at cost in the consolidated financial statements. Fair value is calculated as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (an exit price). ASC 820 establishes a fair value hierarchy which requires assets and liabilities measured at fair value to be categorized into one of three levels based on the inputs used in the valuation. The Company classifies assets and liabilities in their entirety based on the lowest level of input significant to the fair value measurement. The three levels are defined as follows: ● Level 1: Observable inputs based on quoted prices (unadjusted) in active markets for identical assets or liabilities. ● Level 2: Observable inputs, other than those included in Level 1, based on quoted prices for similar assets and liabilities in active markets, or quoted prices for identical assets and liabilities in inactive markets. ● Level 3: Unobservable inputs that reflect an entity’s own assumptions about what inputs a market participant would use in pricing the asset or liability based on the best information available in the circumstances. Transfers between levels of the fair value hierarchy are deemed to have occurred at the end of the reporting period in which the event or change of circumstances caused the transfer to occur. The Company’s financial instruments consist principally of cash, accounts receivable, accounts payable and accrued liabilities. We believe that the recorded values of all of our other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations. | |
Income Tax | Income tax Current tax expense is the expected tax payable on the taxable income for the period, using tax rates enacted at period-end. Deferred tax assets, including those arising from tax loss carryforwards, requires management to assess the likelihood that the Company will generate sufficient taxable earnings in future periods in order to utilize recognized deferred tax assets. Assumptions about the generation of future taxable profits depend on management’s estimates of future cash flows. In addition, future changes in tax laws could limit the ability of the Company to obtain tax deductions in future periods. To the extent that future cash flows and taxable income differ significantly from estimates, the ability of the Company to realize the net deferred tax assets recorded at the reporting date could be impacted. The Company operates in various tax jurisdictions and is subject to audit by various tax authorities. The Company records uncertain tax positions based on a two-step process whereby (1) a determination is made as to whether it is more likely than not that the tax positions will be sustained based on the technical merits of the position and (2) for those tax positions that meet the more-likely-than-not recognition threshold the Company recognizes the largest amount of tax benefit that is greater than 50% likely to be realized upon ultimate settlement with the related tax authority. The Company’s policy is to recognize interest and penalties accrued on any unrecognized tax benefits as a component of income tax expense. Significant judgment is required in the identification of uncertain tax positions and in the estimation of penalties and interest on uncertain tax positions. There were no material uncertain tax positions as of December 31, 2020 and 2019. | |
Share-Based Compensation | Share-based compensation The Company generally uses the straight-line method to allocate compensation cost to reporting periods over each optionee’s requisite service period, which is generally the vesting period, and estimates the fair value of stock-based awards to employees and directors using the Black-Scholes option-valuation model (the “Black-Scholes model”). The Black-Scholes model requires the input of subjective assumptions, including volatility, the expected term and the fair value of the underlying common shares on the date of grant, among other inputs. The Company recognizes any forfeitures as they occur. |
Basis of Preparation (Tables)
Basis of Preparation (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Consolidated Financial Statements | Name of entity: Country of Incorporation Purpose Date of Incorporation AgriFORCE Growing Systems Ltd. Canada Parent Company Dec 22, 2017 Canivate Growing Solutions Ltd. Canada Management Company May 22, 2018 Daybreak Ag Systems Ltd. Canada Intellectual Property Development Dec 4, 2019 AgriFORCE Holdings Inc.* United States Intellectual Property Aug 31, 2018 West Pender Holdings, Inc. United States Real Estate Holding and Development Company Sep 1, 2018 AgriFORCE Investments Inc. United States Holding Company Apr 9, 2019 West Pender Management Co. United States Management Advisory Services Jul 9, 2019 AGI IP Co. United States Intellectual Property Mar 5, 2020 * AgriFORCE Holdings Inc. was dissolved on August 8, 2020. |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Schedule of Estimated Residual Value of Computer Equipment and Furniture and Fixtures | The following useful lives are applied: Computer equipment 5 years Furniture and fixtures 10 years |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment consist of the following: December 31, 2020 December 31, 2019 Computer equipment $ 13,473 $ 13,208 Furniture and fixtures 36,323 33,980 Total property and equipment 49,796 47,188 Less: Accumulated depreciation (21,353 ) (11,577 ) Property and equipment, net $ 28,443 $ 35,611 |
Prepaid Expenses and Other Cu_2
Prepaid Expenses and Other Current Assets (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Prepaid Expenses And Other Current Assets | ||
Schedule of Prepaid Expenses and Other Current Assets | March 31, 2021 December 31, 2020 Deposits $ 170,000 $ 170,000 Legal retainer 51,342 43,038 Others 3,651 - $ 224,993 $ 213,038 | Deposits $ 170,000 $ 4,443 Legal retainer 43,038 88,369 Prepaid expenses - 5,005 $ 213,038 $ 97,817 |
Accounts Payable and Accrued _2
Accounts Payable and Accrued Liabilities (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Payables and Accruals [Abstract] | ||
Schedule of Accounts Payable and Accrued Liabilities | March 31, 2021 December 31, 2020 Accounts payable $ 1,157,807 $ 991,565 Accrued expenses 1,016,630 905,629 Others 45,440 33,794 $ 2,219,877 $ 1,930,988 | December 31, 2020 December 31, 2019 Accounts payable $ 991,565 $ 923,808 Accrued expenses 905,629 417,302 Others 33,794 34,474 $ 1,930,988 $ 1,375,584 |
Share Capital (Tables)
Share Capital (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
Schedule of Stock Option Activity | The following summarizes stock option activity during the years ended December 31, 2020 and 2019: Number of Options* Weighted Average Exercise Price* Weighted Average Remaining Life (years) Balance at December 31, 2018 838,947 $ 1.38 4.81 Granted 315,789 $ 2.07 5.42 Exercised (10,525 ) $ 1.83 - Cancelled (37,500 ) $ 1.66 - Balance at December 31, 2019 1,106,711 $ 1.35 4.98 Granted 387,760 $ 3.73 5.46 Forfeited (25,132 ) $ 1.31 - Cancelled (18,421 ) $ 1.31 - Balance at December 31, 2020 1,450,918 $ 2.01 4.38 * reflects the 1:4.75 reverse stock split effected on November 29, 2020. |
Schedule of Outstanding and Exercisable Stock Options | The Company’s outstanding and exercisable stock options at December 31, 2020 were: Outstanding Options* Exercisable Options* Expiry Date Number Weighted Average Remaining Life (years) Weighted Average Exercise Price Weighted Average Exercise Price Number Weighted Average Exercise Price CAD $ $ $ May 24, 2024 21,053 3.40 1.66 1.31 21,053 1.31 June 1, 2024 168,421 3.42 0.36 0.28 168,421 0.28 June 19, 2024 15,790 3.47 1.66 1.31 15,789 1.31 October 24, 2024 10,526 3.82 1.66 1.31 10,526 1.31 December 12, 2024 531,579 3.95 1.66 1.31 531,579 1.31 April 30, 2025 63,158 4.33 2.38 1.87 55,263 1.87 April 30, 2025 168,421 4.33 2.38 1.87 147,368 1.87 June 10, 2025 42,105 4.44 2.38 1.87 42,105 1.87 November 15, 2025 42,105 4.88 4.75 3.73 26,316 3.73 January 31, 2026 38,947 5.09 4.75 3.73 12,500 3.73 June 30, 2026 348,813 5.50 4.75 3.73 130,805 3.73 Total Share Options 1,450,918 4.38 2.56 2.01 1,161,726 1.63 * reflects the 1:4.75 reverse stock split effected on November 29, 2020. |
Summary of Weighted Average Assumptions | Stock-based compensation expense recognized is based on options expected to vest, the fair value of each employee option grant during the years ended December 31, 2020 and 2019 was estimated on the date of grant using the Black-Scholes option pricing model with the following weighted average assumptions: December 31, 2020 December 31, 2019 Expected volatility 79.60 % 79.60 % Expected term (in years) 3.44 4.59 Risk-free interest rate 0.45 % 1.51 % Fair value of options $ 1.90 $ 0.67 |
Schedule of Outstanding Warrants | The Company’s outstanding warrants as of December 31, 2020 were: Number of warrants* Weighted average exercise price* Weighted average exercise price* Expiry Date CAD $ Outstanding, December 31, 2018 688,721 2.34 1.84 Granted during quarter 1, 2019 210,526 2.38 1.87 January 16, 2022 Granted during quarter 1, 2019 16,842 1.66 1.31 January 21, 2022 Granted during quarter 2, 2019 1,563,806 9.50 7.46 May 2, 2024 Granted during quarter 2, 2019 986,068 9.50 7.46 May 10, 2024 Cancelled during quarter 2, 2019 (63,157 ) 2.38 1.87 August 24, 2024 Granted during quarter 3, 2019 1,453 9.50 7.46 May 10, 2024 Cancelled during quarter 3, 2019 (5,263 ) 9.50 7.46 May 10, 2024 Outstanding, December 31, 2019 3,398,996 7.70 6.05 Exercised during quarter 4, 2020 (365,112 ) 2.38 1.87 December 21, 2021** Expired during quarter 4, 2020 (63,157 ) 2.38 1.87 October 15, 2021** Expired during quarter 4, 2020 (163,610 ) 2.38 1.87 December 21, 2021** Expired during quarter 4, 2020 (33,684 ) 1.66 1.30 December 31, 2021** Expired during quarter 4, 2020 (210,526 ) 2.38 1.87 January 16, 2022** Expired during quarter 4, 2020 (16,842 ) 1.66 1.30 January 21, 2022** Outstanding, December 31, 2020 2,546,065 9.50 7.46 * reflects the 1:4.75 reverse stock split effected on November 29, 2020. ** pursuant to the terms of the warrants, the warrants were accelerated to expire on October 10, 2020 due to occurrence of an acceleration event. Accordingly, any unexercised warrants were terminated. |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Summary of Income Tax Examinations | For the year ended December 31, 2020 and 2019, loss before income tax provision consisted of the following: December 31, 2020 December 31, 2019 Domestic operations - Canada $ (2,732,888 ) $ (5,027,596 ) Foreign operations - United States (488,638 ) (91,550 ) Total loss before taxes $ (3,221,526 ) $ (5,119,146 ) |
Schedule of Components of Income Tax Expense | Income tax expense (benefit) consists of the following for the years ended December 31, 2020 and December 31, 2019: December 31, 2020 December 31, 2019 Loss before taxes $ (3,221,526 ) $ (5,119,146 ) Statutory tax rate 27.00 % 27.00 % Income taxes at the statutory rate $ (869,812 ) $ (1,382,170 ) Stock-based compensation 154,227 108,505 Share issue costs (45,854 ) (223,439 ) Others 41,388 (58,416 ) Total $ (720,051 ) $ (1,555,520 ) Change in valuation Allowance $ 720,051 $ 1,555,520 Total income tax expense (benefit) $ - $ - |
Schedule of Deferred Tax Assets and Liabilities | Significant components of the Company’s deferred taxes are as follows: December 31, 2020 December 31, 2019 Deferred tax assets: Unused tax losses carry forward - Canada and United States $ 2,669,781 $ 1,903,392 Share issue costs - Canada 142,318 186,874 Property and equipment - Canada - 1,782 Total deferred tax assets $ 2,812,099 $ 2,092,048 Deferred tax asset not recognized - - Net deferred tax assets 2,812,099 2,092,048 Deferred tax liability: Total deferred tax liability - - Valuation Allowance $ (2,812,099 ) $ (2,092,048 ) Net deferred tax assets (liabilities) $ - $ - |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Transactions | The Company has determined that its key management personnel consist of the Company’s officers and directors. December 31, 2020 December 31, 2019 Accounting fees (included in professional) $ 15,225 $ 75,923 Consulting fees - 90,436 $ 15,225 $ 166,359 |
Research and Development (Table
Research and Development (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Research and Development [Abstract] | |
Schedule of Research and Development Costs | The following represents the breakdown of research and development activities: December 31, 2020 December 31, 2019 Architectural fees $ 28,397 $ 388,033 Engineering consultants 16,962 233,109 Design and construction 4,406 371,117 Product development 74,150 119,303 $ 123,915 $ 1,111,562 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Contractual Commitments | The Company has the following contractual commitments: Year Description CAD $ USD $ 2021 Equipment lease 2,397 1,759 2022 Equipment lease 1,199 880 |
Nature of Operations and Basi_2
Nature of Operations and Basis of Preparation (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Net loss | $ (884,606) | $ (984,716) | $ (3,221,526) | $ (5,119,146) |
Net cash used in operating activities | (371,978) | $ (851,042) | $ (1,851,711) | $ (4,307,486) |
Negative working capital | $ 1,500,000 |
Basis of Preparation (Details N
Basis of Preparation (Details Narrative) (10-K) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Net loss | $ (884,606) | $ (984,716) | $ (3,221,526) | $ (5,119,146) |
Net cash used in operating activities | $ (371,978) | $ (851,042) | (1,851,711) | $ (4,307,486) |
Working capital deficit | $ 1,100,000 | |||
Reverse stock split | 1:4.75 reverse stock split | 1:4.75 reverse stock split | 1:4.75 reverse stock split | 1:4.75 reverse stock split |
Basis of Preparation - Schedule
Basis of Preparation - Schedule of Consolidated Financial Statements (Details) (10-K) | 12 Months Ended | |
Dec. 31, 2020 | ||
AgriFORCE Growing Systems Ltd. [Member] | ||
Country of Incorporation | Canada | |
Purpose | Parent Company | |
Date of Incorporation | Dec. 22, 2017 | |
Canivate Growing Solutions Ltd. [Member] | ||
Country of Incorporation | Canada | |
Purpose | Management Company | |
Date of Incorporation | May 22, 2018 | |
Daybreak Ag Systems Ltd. [Member] | ||
Country of Incorporation | Canada | |
Purpose | Intellectual Property Development | |
Date of Incorporation | Dec. 4, 2019 | |
AgriFORCE Holdings Inc. [Member] | ||
Country of Incorporation | United States | [1] |
Purpose | Intellectual Property | [1] |
Date of Incorporation | Aug. 31, 2018 | [1] |
West Pender Holdings, Inc. [Member] | ||
Country of Incorporation | United States | |
Purpose | Real Estate Holding and Development Company | |
Date of Incorporation | Sep. 1, 2018 | |
AgriFORCE Investments Inc.[Member] | ||
Country of Incorporation | United States | |
Purpose | Holding Company | |
Date of Incorporation | Apr. 9, 2019 | |
West Pender Management Co. [Member] | ||
Country of Incorporation | United States | |
Purpose | Management Advisory Services | |
Date of Incorporation | Jul. 9, 2019 | |
AGI IP Co. [Member] | ||
Country of Incorporation | United States | |
Purpose | Intellectual Property | |
Date of Incorporation | Mar. 5, 2020 | |
[1] | AgriFORCE Holdings Inc. was dissolved on August 8, 2020. |
Significant Accounting Polici_4
Significant Accounting Policies (Details Narrative) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Accounting Policies [Abstract] | ||
Warrants liability, fair value | $ 266,773 |
Significant Accounting Polici_5
Significant Accounting Policies (Details Narrative) (10-K) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Accounting Policies [Abstract] | ||
Cash equivalents |
Significant Accounting Polici_6
Significant Accounting Policies - Schedule of Estimated Residual Value of Computer Equipment and Furniture and Fixtures (Details) (10-K) | 12 Months Ended |
Dec. 31, 2020 | |
Computer Equipment [Member] | |
Property plant and equipment useful life | 5 years |
Furniture and Fixtures [Member] | |
Property plant and equipment useful life | 10 years |
Property and Equipment (Details
Property and Equipment (Details Narrative) (10-K) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation expense | $ 2,595 | $ 2,234 | $ 9,059 | $ 8,114 |
Property and Equipment - Schedu
Property and Equipment - Schedule of Property and Equipment (Details) (10-K) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Total property and equipment | $ 49,796 | $ 47,188 | |
Less: Accumulated depreciation | (21,353) | (11,577) | |
Property and equipment, net | $ 28,356 | 28,443 | 35,611 |
Computer Equipment [Member] | |||
Total property and equipment | 13,473 | 13,208 | |
Furniture and Fixtures [Member] | |||
Total property and equipment | $ 36,323 | $ 33,980 |
Construction in Progress (Detai
Construction in Progress (Details Narrative) (10-K) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Consulting [Member] | |||
Construction in progress | $ 2,096,950 | $ 2,071,093 | $ 2,030,270 |
Prepaid Expenses and Other Cu_3
Prepaid Expenses and Other Current Assets (Details Narrative) - USD ($) | Apr. 06, 2021 | Feb. 02, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Mar. 31, 2021 |
Deposit | $ 170,000 | $ 4,443 | $ 170,000 | ||
Purchase of land amount | 170,000 | ||||
Land Purchase Agreement [Member] | |||||
Deposit | $ 170,000 | ||||
Land Purchase Agreement [Member] | Subsequent Event [Member] | |||||
Purchase of land amount | $ 4,400,000 | $ 4,100,000 |
Prepaid Expenses and Deposits (
Prepaid Expenses and Deposits (Details Narrative) (10-K) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Deposit | $ 170,000 | $ 170,000 | $ 4,443 |
Land Purchase Agreement [Member] | |||
Deposit | $ 170,000 |
Prepaid Expenses and Other Cu_4
Prepaid Expenses and Other Current Assets - Schedule of Prepaid Expenses and Other Current Assets (Details) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Prepaid Expenses And Other Current Assets | |||
Deposits | $ 170,000 | $ 170,000 | $ 4,443 |
Legal retainer | 51,342 | 43,038 | 88,369 |
Others | 3,651 | ||
Total | $ 224,993 | $ 213,038 | $ 97,817 |
Prepaid Expenses and Deposits -
Prepaid Expenses and Deposits - Schedule of Prepaid Expenses and Deposits (Details) (10-K) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Prepaid Expenses And Other Current Assets | |||
Deposits | $ 170,000 | $ 170,000 | $ 4,443 |
Legal retainer | 51,342 | 43,038 | 88,369 |
Prepaid expenses | 5,005 | ||
Total | $ 224,993 | $ 213,038 | $ 97,817 |
Accounts Payable and Accrued _3
Accounts Payable and Accrued Liabilities (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Payables and Accruals [Abstract] | ||||
Accounts payable | $ 744,191 | $ 744,191 | $ 744,191 | |
Accrued expenses | 491,255 | 487,983 | 135,163 | |
Directors fees payable | 149,932 | 128,448 | 51,330 | |
Unpaid IPO cost | $ 345,368 | $ 29,605 | $ 297,437 |
Accounts Payable and Accrued _4
Accounts Payable and Accrued Liabilities (Details Narrative) (10-K) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Payables and Accruals [Abstract] | ||||
Accounts payable | $ 744,191 | $ 744,191 | $ 744,191 | |
Accrued expenses | 491,255 | 487,983 | 135,163 | |
Directors fees payable | 149,932 | 128,448 | 51,330 | |
Unpaid IPO cost | $ 345,368 | $ 29,605 | $ 297,437 |
Accounts Payable and Accrued _5
Accounts Payable and Accrued Liabilities - Schedule of Accounts Payable and Accrued Liabilities (Details) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Payables and Accruals [Abstract] | |||
Accounts payable | $ 1,157,807 | $ 991,565 | $ 923,808 |
Accrued expenses | 1,016,630 | 905,629 | 417,302 |
Others | 45,440 | 33,794 | 34,474 |
Accounts Payable and Accrued Liabilities | $ 2,219,877 | $ 1,930,988 | $ 1,375,584 |
Accounts Payable and Accrued _6
Accounts Payable and Accrued Liabilities - Schedule of Accounts Payable and Accrued Liabilities (Details) (10-K) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Payables and Accruals [Abstract] | |||
Accounts payable | $ 1,157,807 | $ 991,565 | $ 923,808 |
Accrued expenses | 1,016,630 | 905,629 | 417,302 |
Others | 45,440 | 33,794 | 34,474 |
Accounts Payable and Accrued Liabilities | $ 2,219,877 | $ 1,930,988 | $ 1,375,584 |
Senior Secured Debentures (Deta
Senior Secured Debentures (Details Narrative) - USD ($) | Mar. 24, 2021 | Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 |
Debt principal amount | |||||
Subscription amount | $ 600,000 | ||||
Expected volatility rate | 79.60% | 79.60% | |||
Risk free rate of return | 0.45% | 1.51% | |||
Expected term | 3 years 5 months 9 days | 4 years 7 months 2 days | |||
Securities Purchase Agreement [Member] | Warrant [Member] | |||||
Fair value warrants | $ 266,773 | ||||
Stock price | $ 5.99 | ||||
Dividend yield rate | |||||
Expected volatility rate | 80.00% | ||||
Risk free rate of return | 0.50% | ||||
Expected term | 3 years | ||||
Accredited Investors [Member] | Securities Purchase Agreement [Member] | |||||
Debt principal amount | $ 750,000 | ||||
Subscription amount | $ 600,000 | ||||
Debt, maturity date | Jun. 24, 2021 | ||||
Debenture Holders [Member] | Securities Purchase Agreement [Member] | IPO [Member] | |||||
Sale of stock description | Each debenture holders will receive a warrant to purchase shares of common stock in an amount equal to 50% of the principal amount divided by 80% of the initial public offering price of the Company's common stock. | ||||
Warrants exercisable percentage | 80.00% | ||||
Transaction costs | $ 69,000 |
Long Term Loan (Details Narrati
Long Term Loan (Details Narrative) (10-K) | 12 Months Ended | |||
Dec. 31, 2020CAD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2020CAD ($) | Dec. 31, 2019USD ($) | |
Debt principal amount | ||||
Loan Agreement [Member] | Alterna Bank [Member] | ||||
Debt principal amount | $ 31,417 | |||
Debt, maturity date | Dec. 31, 2022 | |||
Debt, forgiveness percentage | 25.00% | |||
Debt instrument, interest rate | 5.00% | 5.00% | ||
Debt instrument, description | The extended term i.e. January 31, 2023 to December 31, 2025. | |||
Loan Agreement [Member] | Alterna Bank [Member] | CAD [Member] | ||||
Debt principal amount | $ 40,000 | |||
Debt instrument, forgiveness | $ 10,000 |
Share Capital (Details Narrativ
Share Capital (Details Narrative) - USD ($) | Nov. 10, 2019 | Nov. 02, 2019 | May 10, 2019 | May 02, 2019 | Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Number of options, granted | [1] | 387,760 | 315,789 | ||||||
Shares issued for consulting services, value | $ 188,327 | $ 30,557 | $ 438,076 | $ 81,879 | |||||
Shares obligated to issue for consulting services, shares | 48,791 | 86,739 | 38,974 | 73,853 | |||||
Shares obligated to issue for consulting services, value | $ 137,968 | $ 260,585 | $ 7,939,528 | ||||||
Third Party [Member] | |||||||||
Shares issued for consulting services, shares | 30,000 | ||||||||
Shares issued for consulting services, value | $ 179,700 | ||||||||
Common Shares [Member] | |||||||||
Number of options, granted | |||||||||
Number of warrants, granted | |||||||||
Shares obligated to issue for consulting services, shares | 1,225 | ||||||||
Shares obligated to issue for consulting services, value | $ 8,627 | ||||||||
[1] | reflects the 1:4.75 reverse stock split effected on November 29, 2020. |
Share Capital (Details Narrat_2
Share Capital (Details Narrative) (10-K) | Nov. 10, 2020$ / sharesshares | Nov. 02, 2020$ / sharesshares | May 10, 2020$ / sharesshares | May 02, 2020$ / sharesshares | Nov. 10, 2019$ / sharesshares | Nov. 02, 2019$ / sharesshares | Jul. 08, 2019$ / sharesshares | May 28, 2019 | May 10, 2019CAD ($) | May 10, 2019USD ($)$ / sharesshares | May 10, 2019CAD ($)shares | May 02, 2019USD ($)$ / sharesshares | May 02, 2019CAD ($)shares | May 02, 2019USD ($)$ / sharesshares | May 02, 2019CAD ($)shares | Jan. 31, 2019USD ($)$ / sharesshares | Jan. 31, 2019CAD ($)shares | Jan. 16, 2019USD ($)$ / sharesshares | Jan. 16, 2019CAD ($)shares | Mar. 31, 2021USD ($)shares | Mar. 31, 2020USD ($)shares | Dec. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2019USD ($)$ / sharesshares | Dec. 31, 2018$ / sharesshares | Dec. 31, 2020$ / shares | Nov. 10, 2020$ / shares | Nov. 02, 2020$ / shares | May 10, 2020$ / shares | May 02, 2020$ / shares | Nov. 10, 2019$ / shares | Nov. 02, 2019$ / shares | Jul. 08, 2019$ / sharesshares | May 10, 2019CAD ($)$ / shares | May 02, 2019$ / shares | Jan. 31, 2019$ / shares | Jan. 16, 2019$ / shares | ||
Number of common stock issued shares | shares | 48,791 | 86,739 | 38,974 | 38,974 | 73,853 | 73,853 | ||||||||||||||||||||||||||||||||
Gross proceeds from issuance of shares | $ | $ 7,939,528 | |||||||||||||||||||||||||||||||||||||
Warrant per share | $ 2.38 | |||||||||||||||||||||||||||||||||||||
Warrants term | 5 years | 5 years | 5 years | 5 years | 5 years | |||||||||||||||||||||||||||||||||
Number of common stock issued | $ | $ 137,968 | $ 260,585 | $ 7,939,528 | |||||||||||||||||||||||||||||||||||
Common stock shares cancelled | shares | [1] | 18,421 | 37,500 | |||||||||||||||||||||||||||||||||||
Warrants to purchase common share | shares | 365,113 | |||||||||||||||||||||||||||||||||||||
Share-based compensation expense | $ | $ 90,242 | $ 99,586 | $ 571,210 | $ 401,869 | ||||||||||||||||||||||||||||||||||
Number of options | shares | [1] | 1,450,918 | 1,106,711 | 838,947 | ||||||||||||||||||||||||||||||||||
Weighted average exercise price | [1] | $ 2.01 | $ 1.35 | $ 1.38 | ||||||||||||||||||||||||||||||||||
Stock option exercisable | shares | 1,161,726 | |||||||||||||||||||||||||||||||||||||
Unrecognized compensation cost | $ | $ 275,150 | |||||||||||||||||||||||||||||||||||||
Recognized over a period | 2 years | |||||||||||||||||||||||||||||||||||||
Stock Option Plan [Member] | ||||||||||||||||||||||||||||||||||||||
Increase the number of authorized shares percentage | 15.00% | |||||||||||||||||||||||||||||||||||||
Consultants [Member] | ||||||||||||||||||||||||||||||||||||||
Number of common stock service rendering shares | shares | 100,237 | |||||||||||||||||||||||||||||||||||||
Common Shares [Member] | ||||||||||||||||||||||||||||||||||||||
Number of common stock service rendering shares | shares | 244,753 | |||||||||||||||||||||||||||||||||||||
Common Shares [Member] | ||||||||||||||||||||||||||||||||||||||
Number of common stock issued shares | shares | 48,791 | 86,739 | 48,791 | 86,739 | 247,368 | [1] | ||||||||||||||||||||||||||||||||
Shares issued price per share | $ 3.66 | $ 3.56 | $ 3.42 | $ 3.37 | ||||||||||||||||||||||||||||||||||
Number of common stock issued | $ | [1] | $ 325,689 | ||||||||||||||||||||||||||||||||||||
Number of common stock service rendering shares | shares | [1] | 30,000 | 11,973 | 100,237 | 244,753 | |||||||||||||||||||||||||||||||||
Convertible Debentures [Member] | ||||||||||||||||||||||||||||||||||||||
Number of common stock issued shares | shares | 105,263 | 105,263 | ||||||||||||||||||||||||||||||||||||
Shares issued price per share | $ 3.56 | |||||||||||||||||||||||||||||||||||||
Warrants term | 60 months | 60 months | ||||||||||||||||||||||||||||||||||||
Convertible debentures | $ | $ 372,634 | |||||||||||||||||||||||||||||||||||||
Convertible Debentures One [Member] | ||||||||||||||||||||||||||||||||||||||
Number of common stock issued shares | shares | 1,453 | 1,453 | ||||||||||||||||||||||||||||||||||||
Shares issued price per share | $ 3.56 | |||||||||||||||||||||||||||||||||||||
Series A Preferred Stock [Member] | ||||||||||||||||||||||||||||||||||||||
Shares issued price per share | $ 0.71 | $ 3.61 | $ 3.61 | |||||||||||||||||||||||||||||||||||
Preferred stock description | Additionally, the principal amount of the Series A Preferred share along with any unpaid dividends will automatically convert into Common Shares upon the earlier of (i) the Company issuing Equity Securities in a transaction or series of related transactions resulting in aggregate gross proceeds of at least CAD $5,000,000; (ii) the occurrence of a Liquidity Event; or (iii) at the Maturity Date i.e. May 2, 2024. | Additionally, the principal amount of the Series A Preferred share along with any unpaid dividends will automatically convert into Common Shares upon the earlier of (i) the Company issuing Equity Securities in a transaction or series of related transactions resulting in aggregate gross proceeds of at least CAD $5,000,000; (ii) the occurrence of a Liquidity Event; or (iii) at the Maturity Date i.e. May 2, 2024. | ||||||||||||||||||||||||||||||||||||
Common Class A Shares [Member] | Purchase Agreement [Member] | ||||||||||||||||||||||||||||||||||||||
Number of common stock issued shares | shares | 5,263,158 | |||||||||||||||||||||||||||||||||||||
Common Class A Shares One [Member] | Purchase Agreement [Member] | ||||||||||||||||||||||||||||||||||||||
Number of common stock issued shares | shares | 105,263 | |||||||||||||||||||||||||||||||||||||
CAD [Member] | ||||||||||||||||||||||||||||||||||||||
Warrant per share | $ 9.50 | $ 9.50 | ||||||||||||||||||||||||||||||||||||
Number of common stock issued | $ | $ 185,125 | $ 350,800 | ||||||||||||||||||||||||||||||||||||
Weighted average exercise price | $ 2.56 | |||||||||||||||||||||||||||||||||||||
CAD [Member] | Common Shares [Member] | ||||||||||||||||||||||||||||||||||||||
Shares issued price per share | $ 4.75 | $ 4.75 | $ 4.75 | $ 4.75 | ||||||||||||||||||||||||||||||||||
CAD [Member] | Convertible Debentures [Member] | ||||||||||||||||||||||||||||||||||||||
Shares issued price per share | 4.75 | |||||||||||||||||||||||||||||||||||||
Warrant per share | $ 9.50 | |||||||||||||||||||||||||||||||||||||
Convertible debentures | $ | $ 500,000 | |||||||||||||||||||||||||||||||||||||
CAD [Member] | Convertible Debentures One [Member] | ||||||||||||||||||||||||||||||||||||||
Shares issued price per share | $ 4.75 | |||||||||||||||||||||||||||||||||||||
CAD [Member] | Series A Preferred Stock [Member] | ||||||||||||||||||||||||||||||||||||||
Shares issued price per share | $ 4.75 | $ 4.75 | ||||||||||||||||||||||||||||||||||||
Reverse Split [Member] | ||||||||||||||||||||||||||||||||||||||
Number of common stock issued shares | shares | 412,008 | 231,758 | 412,008 | 185,125 | 185,125 | |||||||||||||||||||||||||||||||||
Number of reverse split shares | shares | 857,480 | 857,480 | 350,800 | 350,800 | 857,480 | 857,480 | ||||||||||||||||||||||||||||||||
Warrants to purchase common share | shares | 1,734,285 | |||||||||||||||||||||||||||||||||||||
Number of common stock service rendering shares | shares | 1,162,577 | |||||||||||||||||||||||||||||||||||||
Number of options | shares | [1] | 1,450,918 | ||||||||||||||||||||||||||||||||||||
Weighted average exercise price | [1] | $ 2.01 | ||||||||||||||||||||||||||||||||||||
Stock option exercisable | shares | [1] | 1,161,726 | ||||||||||||||||||||||||||||||||||||
Reverse Split [Member] | Consultants [Member] | ||||||||||||||||||||||||||||||||||||||
Number of common stock service rendering shares | shares | 476,126 | |||||||||||||||||||||||||||||||||||||
Reverse Split [Member] | Convertible Debentures [Member] | ||||||||||||||||||||||||||||||||||||||
Number of common stock issued shares | shares | 500,000 | 500,000 | ||||||||||||||||||||||||||||||||||||
Shares issued price per share | $ 0.75 | |||||||||||||||||||||||||||||||||||||
Reverse Split [Member] | Convertible Debentures One [Member] | ||||||||||||||||||||||||||||||||||||||
Number of common stock issued shares | shares | 6,904 | 6,904 | ||||||||||||||||||||||||||||||||||||
Shares issued price per share | $ 0.75 | |||||||||||||||||||||||||||||||||||||
Reverse Split [Member] | Series A Preferred Stock [Member] | ||||||||||||||||||||||||||||||||||||||
Number of common stock issued shares | shares | 231,758 | 412,008 | 231,758 | |||||||||||||||||||||||||||||||||||
Shares issued price per share | $ 0.77 | $ 0.75 | $ 0.72 | $ 0.76 | $ 0.76 | |||||||||||||||||||||||||||||||||
Reverse Split [Member] | Common Class A Shares [Member] | Purchase Agreement [Member] | ||||||||||||||||||||||||||||||||||||||
Number of common stock issued shares | shares | 25,000,000 | |||||||||||||||||||||||||||||||||||||
Reverse Split [Member] | Common Class A Shares One [Member] | Purchase Agreement [Member] | ||||||||||||||||||||||||||||||||||||||
Number of common stock issued shares | shares | 500,000 | |||||||||||||||||||||||||||||||||||||
Reverse Split [Member] | CAD [Member] | ||||||||||||||||||||||||||||||||||||||
Warrant per share | 0.50 | 2 | 2 | |||||||||||||||||||||||||||||||||||
Weighted average exercise price | $ 2.56 | |||||||||||||||||||||||||||||||||||||
Reverse Split [Member] | CAD [Member] | Convertible Debentures [Member] | ||||||||||||||||||||||||||||||||||||||
Shares issued price per share | 1 | |||||||||||||||||||||||||||||||||||||
Warrant per share | 2 | |||||||||||||||||||||||||||||||||||||
Reverse Split [Member] | CAD [Member] | Convertible Debentures One [Member] | ||||||||||||||||||||||||||||||||||||||
Shares issued price per share | 1 | |||||||||||||||||||||||||||||||||||||
Reverse Split [Member] | CAD [Member] | Series A Preferred Stock [Member] | ||||||||||||||||||||||||||||||||||||||
Shares issued price per share | $ 1 | $ 1 | $ 1 | $ 1 | $ 1 | $ 1 | ||||||||||||||||||||||||||||||||
Share Issuance Costs [Member] | ||||||||||||||||||||||||||||||||||||||
Number of reverse split shares | shares | 180,522 | 180,522 | 180,522 | 180,522 | ||||||||||||||||||||||||||||||||||
Number of common stock issued | $ | $ 766,970 | $ 766,970 | ||||||||||||||||||||||||||||||||||||
Warrant issued | $ | ||||||||||||||||||||||||||||||||||||||
Share Issuance Costs [Member] | CAD [Member] | ||||||||||||||||||||||||||||||||||||||
Warrant per share | 9.50 | $ 9.50 | ||||||||||||||||||||||||||||||||||||
Number of common stock issued | $ | $ 1,029,121 | $ 1,029,121 | ||||||||||||||||||||||||||||||||||||
Non-Brokered Private Placement [Member] | ||||||||||||||||||||||||||||||||||||||
Number of common stock issued shares | shares | 26,316 | 26,316 | 210,526 | 210,526 | ||||||||||||||||||||||||||||||||||
Gross proceeds from issuance of shares | $ | $ 47,550 | $ 264,191 | ||||||||||||||||||||||||||||||||||||
Shares issued price per share | $ 1.8 | $ 1.24 | ||||||||||||||||||||||||||||||||||||
Warrants term | 36 months | 36 months | ||||||||||||||||||||||||||||||||||||
Non-Brokered Private Placement [Member] | CAD [Member] | ||||||||||||||||||||||||||||||||||||||
Gross proceeds from issuance of shares | $ | $ 62,500 | $ 350,000 | ||||||||||||||||||||||||||||||||||||
Shares issued price per share | (per share) | $ 1.66 | $ 2.38 | ||||||||||||||||||||||||||||||||||||
Warrant per share | $ 2.38 | |||||||||||||||||||||||||||||||||||||
Non-Brokered Private Placement [Member] | Reverse Split [Member] | ||||||||||||||||||||||||||||||||||||||
Number of reverse split shares | shares | 125,000 | 125,000 | 1,000,000 | 1,000,000 | ||||||||||||||||||||||||||||||||||
Shares issued price per share | $ 0.38 | $ 0.26 | ||||||||||||||||||||||||||||||||||||
Non-Brokered Private Placement [Member] | Reverse Split [Member] | CAD [Member] | ||||||||||||||||||||||||||||||||||||||
Shares issued price per share | $ 0.50 | $ 0.35 | ||||||||||||||||||||||||||||||||||||
Warrant per share | $ 0.50 | |||||||||||||||||||||||||||||||||||||
Brokered and Non-Brokered Private Placement [Member] | ||||||||||||||||||||||||||||||||||||||
Number of common stock issued shares | shares | 779,474 | 779,474 | 1,371,789 | 1,371,789 | ||||||||||||||||||||||||||||||||||
Gross proceeds from issuance of shares | $ | $ 2,759,353 | $ 4,840,291 | ||||||||||||||||||||||||||||||||||||
Shares issued price per share | $ 3.56 | $ 3.56 | $ 3.56 | |||||||||||||||||||||||||||||||||||
Warrants term | 5 years | 5 years | 5 years | |||||||||||||||||||||||||||||||||||
Preferred stock dividend percentage | 12.00% | 12.00% | 12.00% | 12.00% | ||||||||||||||||||||||||||||||||||
Brokered and Non-Brokered Private Placement [Member] | Series A Preferred Stock [Member] | ||||||||||||||||||||||||||||||||||||||
Preferred stock description | Additionally, the principal amount of the Series A Preferred share along with any unpaid dividends will automatically convert into Common Shares upon the earlier of (i) the Company issuing Equity Securities in a transaction or series of related transactions resulting in aggregate gross proceeds of at least $5,000,000; (ii) the occurrence of a Liquidity Event; or (iii) at the Maturity Date i.e. May 10, 2024. | Additionally, the principal amount of the Series A Preferred share along with any unpaid dividends will automatically convert into Common Shares upon the earlier of (i) the Company issuing Equity Securities in a transaction or series of related transactions resulting in aggregate gross proceeds of at least $5,000,000; (ii) the occurrence of a Liquidity Event; or (iii) at the Maturity Date i.e. May 10, 2024. | ||||||||||||||||||||||||||||||||||||
Brokered and Non-Brokered Private Placement [Member] | CAD [Member] | ||||||||||||||||||||||||||||||||||||||
Gross proceeds from issuance of shares | $ | $ 3,702,500 | $ 6,516,000 | ||||||||||||||||||||||||||||||||||||
Shares issued price per share | 4.75 | $ 4.75 | ||||||||||||||||||||||||||||||||||||
Warrant per share | 9.50 | 9.50 | ||||||||||||||||||||||||||||||||||||
Brokered and Non-Brokered Private Placement [Member] | CAD [Member] | Minimum [Member] | ||||||||||||||||||||||||||||||||||||||
Gross proceeds from issuance of shares | $ | $ 5,000,000 | $ 5,000,000 | ||||||||||||||||||||||||||||||||||||
Brokered and Non-Brokered Private Placement [Member] | Reverse Split [Member] | ||||||||||||||||||||||||||||||||||||||
Number of reverse split shares | shares | 3,702,500 | 3,702,500 | 6,516,000 | 6,516,000 | ||||||||||||||||||||||||||||||||||
Shares issued price per share | $ 0.75 | $ 0.75 | $ 0.75 | |||||||||||||||||||||||||||||||||||
Brokered and Non-Brokered Private Placement [Member] | Reverse Split [Member] | CAD [Member] | ||||||||||||||||||||||||||||||||||||||
Shares issued price per share | 1 | 1 | ||||||||||||||||||||||||||||||||||||
Warrant per share | 2 | 2 | ||||||||||||||||||||||||||||||||||||
Share Issuance Costs [Member] | Reverse Split [Member] | CAD [Member] | ||||||||||||||||||||||||||||||||||||||
Warrant per share | $ 2 | $ 2 | ||||||||||||||||||||||||||||||||||||
May 10 Private Placement [Member] | ||||||||||||||||||||||||||||||||||||||
Number of common stock issued shares | shares | 5,263 | |||||||||||||||||||||||||||||||||||||
Shares issued price per share | $ 3.66 | |||||||||||||||||||||||||||||||||||||
Warrants term | 5 years | 5 years | ||||||||||||||||||||||||||||||||||||
Common stock shares cancelled | shares | 5,263 | |||||||||||||||||||||||||||||||||||||
Warrants to purchase common share | shares | 5,263 | 5,263 | ||||||||||||||||||||||||||||||||||||
May 10 Private Placement [Member] | CAD [Member] | ||||||||||||||||||||||||||||||||||||||
Shares issued price per share | $ 4.75 | |||||||||||||||||||||||||||||||||||||
May 10 Private Placement [Member] | CAD [Member] | Series A Preferred Stock [Member] | ||||||||||||||||||||||||||||||||||||||
Warrant per share | $ 9.50 | |||||||||||||||||||||||||||||||||||||
May 10 Private Placement [Member] | Reverse Split [Member] | ||||||||||||||||||||||||||||||||||||||
Number of common stock issued shares | shares | 25,000 | |||||||||||||||||||||||||||||||||||||
Shares issued price per share | $ 0.77 | |||||||||||||||||||||||||||||||||||||
Common stock shares cancelled | shares | 25,000 | |||||||||||||||||||||||||||||||||||||
Warrants to purchase common share | shares | 25,000 | 25,000 | ||||||||||||||||||||||||||||||||||||
May 10 Private Placement [Member] | Reverse Split [Member] | CAD [Member] | ||||||||||||||||||||||||||||||||||||||
Shares issued price per share | $ 1 | |||||||||||||||||||||||||||||||||||||
May 10 Private Placement [Member] | Reverse Split [Member] | CAD [Member] | Series A Preferred Stock [Member] | ||||||||||||||||||||||||||||||||||||||
Warrant per share | $ 2 | |||||||||||||||||||||||||||||||||||||
[1] | reflects the 1:4.75 reverse stock split effected on November 29, 2020. |
Share Capital - Schedule of Sto
Share Capital - Schedule of Stock Option Activity (Details) (10-K) - $ / shares | 12 Months Ended | |||
Dec. 31, 2020 | Dec. 31, 2019 | |||
Equity [Abstract] | ||||
Number of Options, beginning balance | [1] | 1,106,711 | 838,947 | |
Number of Options, Granted | [1] | 387,760 | 315,789 | |
Number of Options, Exercised | [1] | (25,132) | (10,525) | |
Number of Options, Cancelled | [1] | (18,421) | (37,500) | |
Number of Options, ending balance | [1] | 1,450,918 | 1,106,711 | |
Weighted Average Exercise Price, beginning balance | [1] | $ 1.35 | $ 1.38 | |
Weighted Average Exercise Price, Granted | [1] | 3.73 | 2.07 | |
Weighted Average Exercise Price, Exercised | [1] | 1.31 | 1.83 | |
Weighted Average Exercise Price, Cancelled | [1] | 1.31 | 1.66 | |
Weighted Average Exercise Price, ending balance | [1] | $ 2.01 | $ 1.35 | |
Weighted Average Remaining Life, beginning balance | 4 years 11 months 23 days | 4 years 9 months 22 days | [1] | |
Weighted Average Remaining Life, Granted | 5 years 5 months 16 days | 5 years 5 months 1 day | ||
Weighted Average Remaining Life, ending balance | 4 years 4 months 17 days | 4 years 11 months 23 days | ||
[1] | reflects the 1:4.75 reverse stock split effected on November 29, 2020. |
Share Capital - Schedule of S_2
Share Capital - Schedule of Stock Option Activity (Details) (10-K) (Parenthetical) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Equity [Abstract] | ||||
Reverse stock split | 1:4.75 reverse stock split | 1:4.75 reverse stock split | 1:4.75 reverse stock split | 1:4.75 reverse stock split |
Share Capital - Schedule of Out
Share Capital - Schedule of Outstanding and Exercisable Stock Options (Details) (10-K) | 12 Months Ended | |||||
Dec. 31, 2020$ / sharesshares | Dec. 31, 2019$ / sharesshares | Dec. 31, 2020$ / sharesshares | Dec. 31, 2018$ / sharesshares | |||
Outstanding Options, Number | shares | [1] | 1,450,918 | 1,106,711 | 1,450,918 | 838,947 | |
Outstanding Options, Weighted Average Remaining Life (years) | 4 years 11 months 23 days | 4 years 9 months 22 days | [1] | |||
Outstanding Options, Weighted Average Exercise Price | [1] | $ 2.01 | $ 1.35 | $ 1.38 | ||
Exercisable Options, Number | shares | 1,161,726 | 1,161,726 | ||||
CAD [Member] | ||||||
Outstanding Options, Weighted Average Exercise Price | $ 2.56 | |||||
Reverse Split [Member] | ||||||
Outstanding Options, Number | shares | [1] | 1,450,918 | 1,450,918 | |||
Outstanding Options, Weighted Average Remaining Life (years) | [1] | 4 years 4 months 17 days | ||||
Outstanding Options, Weighted Average Exercise Price | [1] | $ 2.01 | ||||
Exercisable Options, Number | shares | [1] | 1,161,726 | 1,161,726 | |||
Exercisable Options, Weighted Average Exercise Price | [1] | $ 1.63 | ||||
Reverse Split [Member] | CAD [Member] | ||||||
Outstanding Options, Weighted Average Exercise Price | $ 2.56 | |||||
Reverse Split [Member] | Stock Option One [Member] | ||||||
Outstanding Options, Expiry Date | May 24, 2024 | |||||
Outstanding Options, Number | shares | [1] | 21,053 | 21,053 | |||
Outstanding Options, Weighted Average Remaining Life (years) | [1] | 3 years 4 months 24 days | ||||
Outstanding Options, Weighted Average Exercise Price | [1] | $ 1.31 | ||||
Exercisable Options, Number | shares | [1] | 21,053 | 21,053 | |||
Exercisable Options, Weighted Average Exercise Price | [1] | $ 1.31 | ||||
Reverse Split [Member] | Stock Option One [Member] | CAD [Member] | ||||||
Outstanding Options, Weighted Average Exercise Price | [1] | $ 1.66 | ||||
Reverse Split [Member] | Stock Option Two [Member] | ||||||
Outstanding Options, Expiry Date | Jun. 1, 2024 | |||||
Outstanding Options, Number | shares | [1] | 168,421 | 168,421 | |||
Outstanding Options, Weighted Average Remaining Life (years) | [1] | 3 years 5 months 1 day | ||||
Outstanding Options, Weighted Average Exercise Price | [1] | $ 0.28 | ||||
Exercisable Options, Number | shares | [1] | 168,421 | 168,421 | |||
Exercisable Options, Weighted Average Exercise Price | [1] | $ 0.28 | ||||
Reverse Split [Member] | Stock Option Two [Member] | CAD [Member] | ||||||
Outstanding Options, Weighted Average Exercise Price | [1] | $ 0.36 | ||||
Reverse Split [Member] | Stock Option Three [Member] | ||||||
Outstanding Options, Expiry Date | Jun. 19, 2024 | |||||
Outstanding Options, Number | shares | [1] | 15,790 | 15,790 | |||
Outstanding Options, Weighted Average Remaining Life (years) | [1] | 3 years 5 months 20 days | ||||
Outstanding Options, Weighted Average Exercise Price | [1] | $ 1.31 | ||||
Exercisable Options, Number | shares | [1] | 15,789 | 15,789 | |||
Exercisable Options, Weighted Average Exercise Price | [1] | $ 1.31 | ||||
Reverse Split [Member] | Stock Option Three [Member] | CAD [Member] | ||||||
Outstanding Options, Weighted Average Exercise Price | [1] | $ 1.66 | ||||
Reverse Split [Member] | Stock Option Four [Member] | ||||||
Outstanding Options, Expiry Date | Oct. 24, 2024 | |||||
Outstanding Options, Number | shares | [1] | 10,526 | 10,526 | |||
Outstanding Options, Weighted Average Remaining Life (years) | [1] | 3 years 9 months 25 days | ||||
Outstanding Options, Weighted Average Exercise Price | [1] | $ 1.31 | ||||
Exercisable Options, Number | shares | [1] | 10,526 | 10,526 | |||
Exercisable Options, Weighted Average Exercise Price | [1] | $ 1.31 | ||||
Reverse Split [Member] | Stock Option Four [Member] | CAD [Member] | ||||||
Outstanding Options, Weighted Average Exercise Price | [1] | $ 1.66 | ||||
Reverse Split [Member] | Stock Option Five [Member] | ||||||
Outstanding Options, Expiry Date | Dec. 12, 2024 | |||||
Outstanding Options, Number | shares | [1] | 531,579 | 531,579 | |||
Outstanding Options, Weighted Average Remaining Life (years) | [1] | 3 years 11 months 12 days | ||||
Outstanding Options, Weighted Average Exercise Price | [1] | $ 1.31 | ||||
Exercisable Options, Number | shares | [1] | 531,579 | 531,579 | |||
Exercisable Options, Weighted Average Exercise Price | [1] | $ 1.31 | ||||
Reverse Split [Member] | Stock Option Five [Member] | CAD [Member] | ||||||
Outstanding Options, Weighted Average Exercise Price | [1] | $ 1.66 | ||||
Reverse Split [Member] | Stock Option Six [Member] | ||||||
Outstanding Options, Expiry Date | Apr. 30, 2025 | |||||
Outstanding Options, Number | shares | [1] | 63,158 | 63,158 | |||
Outstanding Options, Weighted Average Remaining Life (years) | [1] | 4 years 3 months 29 days | ||||
Outstanding Options, Weighted Average Exercise Price | [1] | $ 1.87 | ||||
Exercisable Options, Number | shares | [1] | 55,263 | 55,263 | |||
Exercisable Options, Weighted Average Exercise Price | [1] | $ 1.87 | ||||
Reverse Split [Member] | Stock Option Six [Member] | CAD [Member] | ||||||
Outstanding Options, Weighted Average Exercise Price | [1] | $ 2.38 | ||||
Reverse Split [Member] | Stock Option Seven [Member] | ||||||
Outstanding Options, Expiry Date | Apr. 30, 2025 | |||||
Outstanding Options, Number | shares | [1] | 168,421 | 168,421 | |||
Outstanding Options, Weighted Average Remaining Life (years) | [1] | 4 years 3 months 29 days | ||||
Outstanding Options, Weighted Average Exercise Price | [1] | $ 1.87 | ||||
Exercisable Options, Number | shares | [1] | 147,368 | 147,368 | |||
Exercisable Options, Weighted Average Exercise Price | [1] | $ 1.87 | ||||
Reverse Split [Member] | Stock Option Seven [Member] | CAD [Member] | ||||||
Outstanding Options, Weighted Average Exercise Price | [1] | $ 2.38 | ||||
Reverse Split [Member] | Stock Option Eight [Member] | ||||||
Outstanding Options, Expiry Date | Jun. 10, 2025 | |||||
Outstanding Options, Number | shares | [1] | 42,105 | 42,105 | |||
Outstanding Options, Weighted Average Remaining Life (years) | [1] | 4 years 5 months 9 days | ||||
Outstanding Options, Weighted Average Exercise Price | [1] | $ 1.87 | ||||
Exercisable Options, Number | shares | [1] | 42,105 | 42,105 | |||
Exercisable Options, Weighted Average Exercise Price | [1] | $ 1.87 | ||||
Reverse Split [Member] | Stock Option Eight [Member] | CAD [Member] | ||||||
Outstanding Options, Weighted Average Exercise Price | [1] | $ 2.38 | ||||
Reverse Split [Member] | Stock Option Nine [Member] | ||||||
Outstanding Options, Expiry Date | Nov. 15, 2025 | |||||
Outstanding Options, Number | shares | [1] | 42,105 | 42,105 | |||
Outstanding Options, Weighted Average Remaining Life (years) | [1] | 4 years 10 months 17 days | ||||
Outstanding Options, Weighted Average Exercise Price | [1] | $ 3.73 | ||||
Exercisable Options, Number | shares | [1] | 26,316 | 26,316 | |||
Exercisable Options, Weighted Average Exercise Price | [1] | $ 3.73 | ||||
Reverse Split [Member] | Stock Option Nine [Member] | CAD [Member] | ||||||
Outstanding Options, Weighted Average Exercise Price | [1] | $ 4.75 | ||||
Reverse Split [Member] | Stock Option Ten [Member] | ||||||
Outstanding Options, Expiry Date | Jan. 31, 2026 | |||||
Outstanding Options, Number | shares | [1] | 38,947 | 38,947 | |||
Outstanding Options, Weighted Average Remaining Life (years) | [1] | 5 years 1 month 2 days | ||||
Outstanding Options, Weighted Average Exercise Price | [1] | $ 3.73 | ||||
Exercisable Options, Number | shares | [1] | 12,500 | 12,500 | |||
Exercisable Options, Weighted Average Exercise Price | [1] | $ 3.73 | ||||
Reverse Split [Member] | Stock Option Ten [Member] | CAD [Member] | ||||||
Outstanding Options, Weighted Average Exercise Price | [1] | $ 4.75 | ||||
Reverse Split [Member] | Stock Option Eleven [Member] | ||||||
Outstanding Options, Expiry Date | Jun. 30, 2026 | |||||
Outstanding Options, Number | shares | [1] | 348,813 | 348,813 | |||
Outstanding Options, Weighted Average Remaining Life (years) | [1] | 5 years 6 months | ||||
Outstanding Options, Weighted Average Exercise Price | [1] | $ 3.73 | ||||
Exercisable Options, Number | shares | [1] | 130,805 | 130,805 | |||
Exercisable Options, Weighted Average Exercise Price | [1] | $ 3.73 | ||||
Reverse Split [Member] | Stock Option Eleven [Member] | CAD [Member] | ||||||
Outstanding Options, Weighted Average Exercise Price | [1] | $ 4.75 | ||||
[1] | reflects the 1:4.75 reverse stock split effected on November 29, 2020. |
Share Capital - Schedule of O_2
Share Capital - Schedule of Outstanding and Exercisable Stock Options (Details) (10-K) (Parenthetical) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Equity [Abstract] | ||||
Reverse stock split | 1:4.75 reverse stock split | 1:4.75 reverse stock split | 1:4.75 reverse stock split | 1:4.75 reverse stock split |
Share Capital - Summary of Weig
Share Capital - Summary of Weighted Average Assumptions (Details) (10-K) - $ / shares | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Equity [Abstract] | ||
Expected volatility | 79.60% | 79.60% |
Expected Term (in years) | 3 years 5 months 9 days | 4 years 7 months 2 days |
Risk-free interest rate | 0.45% | 1.51% |
Fair value of options | $ 1.90 | $ 0.67 |
Share Capital - Schedule of O_3
Share Capital - Schedule of Outstanding Warrants (Details) (10-K) | 12 Months Ended | ||||
Dec. 31, 2020$ / sharesshares | Dec. 31, 2020$ / sharesshares | Dec. 31, 2019$ / sharesshares | Dec. 31, 2019$ / sharesshares | ||
Number of warrants, beginning balance | shares | [1] | 3,398,996 | 3,398,996 | 688,721 | 688,721 |
Number of warrants, Expired | shares | |||||
Number of warrants, ending balance | shares | [1] | 2,546,065 | 2,546,065 | 3,398,996 | 3,398,996 |
Weighted average exercise price, beginning balance | [1] | $ 6.05 | $ 1.84 | ||
Weighted average exercise price, Granted | [1] | ||||
Weighted average exercise price, Cancelled | [1] | ||||
Weighted average exercise price, Expired | |||||
Weighted average exercise price, ending balance | [1] | $ 7.46 | $ 6.05 | ||
CAD [Member] | |||||
Weighted average exercise price, beginning balance | [1] | $ 7.70 | $ 2.34 | ||
Weighted average exercise price, Granted | [1] | ||||
Weighted average exercise price, Cancelled | [1] | ||||
Weighted average exercise price, ending balance | [1] | $ 9.50 | $ 7.70 | ||
Granted During Quarter 1, 2019 [Member | |||||
Number of warrants, Granted | shares | [1] | 210,526 | 210,526 | ||
Weighted average exercise price, Granted | [1] | $ 1.87 | |||
Expiry Date | Jan. 16, 2022 | Jan. 16, 2022 | |||
Granted During Quarter 1, 2019 [Member | CAD [Member] | |||||
Weighted average exercise price, Granted | [1] | $ 2.38 | |||
Granted During Quarter 1, 2019 One [Member | |||||
Number of warrants, Granted | shares | [1] | 16,842 | 16,842 | ||
Weighted average exercise price, Granted | [1] | $ 1.31 | |||
Expiry Date | Jan. 21, 2022 | Jan. 21, 2022 | |||
Granted During Quarter 1, 2019 One [Member | CAD [Member] | |||||
Weighted average exercise price, Granted | [1] | $ 1.66 | |||
Granted During Quarter 2, 2019 [Member | |||||
Number of warrants, Granted | shares | [1] | 1,563,806 | 1,563,806 | ||
Weighted average exercise price, Granted | [1] | $ 7.46 | |||
Expiry Date | May 2, 2024 | May 2, 2024 | |||
Granted During Quarter 2, 2019 [Member | CAD [Member] | |||||
Weighted average exercise price, Granted | [1] | $ 9.50 | |||
Granted During Quarter 2, 2019 One [Member | |||||
Number of warrants, Granted | shares | [1] | 986,068 | 986,068 | ||
Weighted average exercise price, Granted | [1] | $ 7.46 | |||
Expiry Date | May 10, 2024 | May 10, 2024 | |||
Granted During Quarter 2, 2019 One [Member | CAD [Member] | |||||
Weighted average exercise price, Granted | [1] | $ 9.50 | |||
Cancelled During Quarter 2, 2019 [Member | |||||
Number of warrants, Cancelled | shares | [1] | (63,157) | (63,157) | ||
Weighted average exercise price, Cancelled | [1] | $ 1.87 | |||
Expiry Date | Aug. 24, 2024 | Aug. 24, 2024 | |||
Cancelled During Quarter 2, 2019 [Member | CAD [Member] | |||||
Weighted average exercise price, Cancelled | [1] | $ 2.38 | |||
Granted During Quarter 3, 2019 [Member | |||||
Number of warrants, Granted | shares | [1] | 1,453 | 1,453 | ||
Weighted average exercise price, Granted | [1] | $ 7.46 | |||
Expiry Date | May 10, 2024 | May 10, 2024 | |||
Granted During Quarter 3, 2019 [Member | CAD [Member] | |||||
Weighted average exercise price, Granted | [1] | $ 9.50 | |||
Cancelled During Quarter 3, 2019 [Member | |||||
Number of warrants, Cancelled | shares | [1] | (5,263) | (5,263) | ||
Weighted average exercise price, Cancelled | [1] | $ 7.46 | |||
Expiry Date | May 10, 2024 | May 10, 2024 | |||
Cancelled During Quarter 3, 2019 [Member | CAD [Member] | |||||
Weighted average exercise price, Cancelled | [1] | $ 9.50 | |||
Exercised During Quarter 4, 2020 [Member] | |||||
Number of warrants, Exercised | shares | [1] | (365,112) | (365,112) | ||
Weighted average exercise price, Exercised | [1] | $ 1.87 | |||
Expiry Date | [2] | Dec. 21, 2021 | Dec. 21, 2021 | ||
Exercised During Quarter 4, 2020 [Member] | CAD [Member] | |||||
Weighted average exercise price, Exercised | [1] | $ 2.38 | |||
Expired during quarter 4, 2020 [Member] | |||||
Number of warrants, Expired | shares | [1] | (63,157) | (63,157) | ||
Weighted average exercise price, Expired | [1] | $ 1.87 | |||
Expiry Date | [2] | Oct. 15, 2021 | Oct. 15, 2021 | ||
Expired during quarter 4, 2020 [Member] | CAD [Member] | |||||
Weighted average exercise price, Expired | [1] | $ 2.38 | |||
Expired during quarter 4, 2020 [Member] | |||||
Number of warrants, Expired | shares | [1] | (163,610) | (163,610) | ||
Weighted average exercise price, Expired | [1] | $ 1.87 | |||
Expiry Date | [2] | Dec. 21, 2021 | Dec. 21, 2021 | ||
Expired during quarter 4, 2020 [Member] | CAD [Member] | |||||
Weighted average exercise price, Expired | [1] | $ 2.38 | |||
Expired during quarter 4, 2020 [Member] | |||||
Number of warrants, Expired | shares | [1] | (33,684) | (33,684) | ||
Weighted average exercise price, Expired | [1] | $ 1.30 | |||
Expiry Date | [2] | Dec. 31, 2021 | Dec. 31, 2021 | ||
Expired during quarter 4, 2020 [Member] | CAD [Member] | |||||
Weighted average exercise price, Expired | [1] | $ 1.66 | |||
Expired during quarter 4, 2020 [Member] | |||||
Number of warrants, Expired | shares | [1] | (210,526) | (210,526) | ||
Weighted average exercise price, Expired | [1] | $ 1.87 | |||
Expiry Date | [2] | Jan. 16, 2022 | Jan. 16, 2022 | ||
Expired during quarter 4, 2020 [Member] | CAD [Member] | |||||
Weighted average exercise price, Expired | [1] | $ 2.38 | |||
Expired during quarter 4, 2020 [Member] | |||||
Number of warrants, Expired | shares | [1] | (16,842) | (16,842) | ||
Weighted average exercise price, Expired | [1] | $ 1.30 | |||
Expiry Date | [2] | Jan. 21, 2022 | Jan. 21, 2022 | ||
Expired during quarter 4, 2020 [Member] | CAD [Member] | |||||
Weighted average exercise price, Expired | [1] | $ 1.66 | |||
[1] | reflects the 1:4.75 reverse stock split effected on November 29, 2020. | ||||
[2] | pursuant to the terms of the warrants, the warrants were accelerated to expire on October 10, 2020 due to occurrence of an acceleration event. Accordingly, any unexercised warrants were terminated. |
Share Capital - Schedule of O_4
Share Capital - Schedule of Outstanding Warrants (Details) (10-K) (Parenthetical) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Equity [Abstract] | ||||
Reverse stock split | 1:4.75 reverse stock split | 1:4.75 reverse stock split | 1:4.75 reverse stock split | 1:4.75 reverse stock split |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) (10-K) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||
Non-capital losses | $ 9,300,000 | $ 6,800,000 |
Income tax expiration date description | Expire between 2039 and 2040 | |
Net operating losses | $ 488,638 | $ 91,550 |
Income Taxes - Summary of Incom
Income Taxes - Summary of Income Tax Examinations (Details) (10-K) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||
Domestic operations - Canada | $ (2,732,888) | $ (5,027,596) |
Foreign operations - United States | (488,638) | (91,550) |
Total loss before taxes | $ (3,221,526) | $ (5,119,146) |
Income Taxes - Schedule of Comp
Income Taxes - Schedule of Components of Income Tax Expense (Details) (10-K) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||
Loss before taxes | $ (3,221,526) | $ (5,119,146) |
Statutory tax rate | 27.00% | 27.00% |
Income taxes at the statutory rate | $ (869,812) | $ (1,382,170) |
Stock-based compensation | 154,227 | 108,505 |
Share issue costs | (45,854) | (223,439) |
Others | 41,388 | (58,416) |
Total | (720,051) | (1,555,520) |
Change in valuation Allowance | 720,051 | 1,555,520 |
Total income tax expense (benefit) |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) (10-K) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Income Tax Disclosure [Abstract] | ||
Unused tax losses carry forward - Canada and United States | $ 2,669,781 | $ 1,903,392 |
Share issue costs - Canada | 142,318 | 186,874 |
Property and equipment - Canada | 1,782 | |
Total deferred tax assets | 2,812,099 | 2,092,048 |
Deferred tax asset not recognized | ||
Net deferred tax assets | 2,812,099 | 2,092,048 |
Total deferred tax liability | ||
Valuation Allowance | (2,812,099) | (2,092,048) |
Net deferred tax assets (liabilities) |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) (10-K) | May 02, 2020shares | Nov. 10, 2019shares | Nov. 02, 2019shares | May 10, 2019shares | May 02, 2019shares | Apr. 30, 2019USD ($) | Mar. 31, 2021USD ($) | Mar. 31, 2020USD ($) | Dec. 31, 2020USD ($)shares | Dec. 31, 2019USD ($) | May 01, 2019CAD ($) | Apr. 30, 2019CAD ($) | Dec. 31, 2018USD ($) |
Due to related parties | |||||||||||||
Number of common stock issued shares | shares | 48,791 | 86,739 | 38,974 | 73,853 | |||||||||
Loan amount | |||||||||||||
Share issue costs | 782,131 | ||||||||||||
Consulting fee | $ 144,908 | $ 139,760 | 445,158 | 605,099 | |||||||||
Reverse Split [Member] | |||||||||||||
Number of common stock issued shares | shares | 412,008 | 231,758 | 412,008 | 185,125 | |||||||||
For Management Services [Member] | First Liberty Corp. [Member] | |||||||||||||
Due to related parties | 17,271 | ||||||||||||
For Consulting Services [Member] | BC Ltd [Member] | |||||||||||||
Due to related parties | 8,862 | 37,682 | $ 23,154 | ||||||||||
David Welch [Member] | |||||||||||||
Due to related parties | $ 38,395 | 186,971 | |||||||||||
Number of common stock issued shares | shares | 13,158 | ||||||||||||
David Welch [Member] | Reverse Split [Member] | |||||||||||||
Number of common stock issued shares | shares | 62,500 | ||||||||||||
Ingo Mueller, CEO [Member] | |||||||||||||
Loan amount | $ 18,625 | ||||||||||||
Debt instrument, interest rate | 2.00% | 2.00% | |||||||||||
Debt, maturity date | Aug. 9, 2019 | ||||||||||||
Ingo Mueller, CEO [Member] | CAD [Member] | |||||||||||||
Loan amount | $ 25,000 | ||||||||||||
Arni Johannson [Member] | For Investor Services Relations [Member] | 12 Months Consulting Agreement [Member] | |||||||||||||
Due to related parties | |||||||||||||
Arni Johannson [Member] | For Investor Services Relations [Member] | CAD [Member] | 12 Months Consulting Agreement [Member] | |||||||||||||
Due to related parties | $ 10,000 | ||||||||||||
Troy McClellan [Member] | |||||||||||||
Share issue costs | 2,355 | ||||||||||||
Consulting fee | 86,668 | ||||||||||||
Accounts Payable and Accrued Liabilities [Member] | |||||||||||||
Due to related parties | $ 3,223 | $ 35,093 |
Related Party Transactions - Sc
Related Party Transactions - Schedule of Related Party Transactions (Details) (10-K) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Related Party Transactions [Abstract] | ||
Accounting fees (included in professional) | $ 15,225 | $ 75,923 |
Consulting fees | 90,436 | |
Total | $ 15,225 | $ 166,359 |
Convertible Debentures (Details
Convertible Debentures (Details Narrative) (10-K) | May 10, 2019USD ($)$ / shares | May 10, 2019CAD ($) | Mar. 21, 2019CAD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | May 10, 2019CAD ($)$ / shares | Mar. 21, 2019USD ($) | Mar. 21, 2019CAD ($)$ / shares |
Gross proceeds from issuance of shares | $ 7,939,528 | |||||||
Gross proceeds from convertible debt | 372,634 | |||||||
Debt outstanding | ||||||||
Convertible Debentures [Member] | ||||||||
Convertible debenture | $ 372,634 | |||||||
Shares issued price per share | $ / shares | $ 3.56 | |||||||
Debt conversion amount | $ 105,263 | |||||||
Convertible Debentures One [Member] | ||||||||
Shares issued price per share | $ / shares | $ 3.56 | |||||||
Debt conversion amount | $ 1,453 | |||||||
Reverse Split [Member] | Convertible Debentures [Member] | ||||||||
Shares issued price per share | $ / shares | $ 0.75 | |||||||
Debt conversion amount | $ 500,000 | |||||||
Reverse Split [Member] | Convertible Debentures One [Member] | ||||||||
Shares issued price per share | $ / shares | $ 0.75 | |||||||
Debt conversion amount | $ 6,904 | |||||||
CAD [Member] | ||||||||
Debt conversion price per share | $ / shares | $ 4.75 | |||||||
CAD [Member] | Maximum [Member] | ||||||||
Gross proceeds from convertible debt | $ 5,000,000 | |||||||
CAD [Member] | Convertible Debentures [Member] | ||||||||
Convertible debenture | $ 500,000 | |||||||
Shares issued price per share | $ / shares | $ 4.75 | |||||||
CAD [Member] | Convertible Debentures One [Member] | ||||||||
Shares issued price per share | $ / shares | 4.75 | |||||||
CAD [Member] | Reverse Split [Member] | ||||||||
Debt conversion price per share | $ / shares | $ 1 | |||||||
CAD [Member] | Reverse Split [Member] | Convertible Debentures [Member] | ||||||||
Shares issued price per share | $ / shares | 1 | |||||||
CAD [Member] | Reverse Split [Member] | Convertible Debentures One [Member] | ||||||||
Shares issued price per share | $ / shares | $ 1 | |||||||
Private Placement [Member] | ||||||||
Unsecured subordinated convertible | $ 374,083 | |||||||
Debt interest rate | 12.00% | 12.00% | ||||||
Preferred stock description | Additionally, the principal amount of the debenture along with any accrued but unpaid interest will automatically convert into units upon the earlier of (i) the Company issuing Equity Securities in a transaction or series of related transactions resulting in aggregate gross proceeds of at least CAD $5,000,000; (ii) the occurrence of a Liquidity Event; or (iii) at the Maturity Date i.e. March 21, 2024. | |||||||
Debt maturity date | Mar. 21, 2024 | |||||||
Private Placement [Member] | CAD [Member] | ||||||||
Unsecured subordinated convertible | $ 500,000 | |||||||
Convertible debenture | $ 1,000 | |||||||
Shares issued price per share | $ / shares | $ 9.50 | |||||||
Private Placement [Member] | CAD [Member] | Minimum [Member] | ||||||||
Gross proceeds from issuance of shares | $ 5,000,000 | |||||||
Private Placement [Member] | CAD [Member] | Reverse Split [Member] | ||||||||
Shares issued price per share | $ / shares | $ 2 |
Research and Development (Detai
Research and Development (Details Narrative) (10-K) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Research and Development [Abstract] | ||||
Research and development costs | $ 29,983 | $ 87,696 | $ 123,915 | $ 1,111,562 |
Tax incentive income | $ 106,195 |
Research and Development - Sche
Research and Development - Schedule of Research and Development Costs (Details) (10-K) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Research and Development [Abstract] | ||||
Architectural fees | $ 28,397 | $ 388,033 | ||
Engineering consultants | 16,962 | 233,109 | ||
Design and construction | 4,406 | 371,117 | ||
Product development | 74,150 | 119,303 | ||
Research and development costs | $ 29,983 | $ 87,696 | $ 123,915 | $ 1,111,562 |
Commitments and Contingencies_2
Commitments and Contingencies (Details Narrative) - USD ($) | Sep. 02, 2020 | Jun. 16, 2020 | Jun. 02, 2020 | May 15, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Mar. 31, 2021 | Dec. 31, 2020 |
Accrued expense payable | $ 417,302 | $ 1,016,630 | $ 905,629 | |||||
Reverse Split [Member] | ||||||||
Shares issued for services | 1,162,577 | |||||||
Technology and Attendant Intellectual Property Rights [Member] | Common Class A Shares [Member] | ||||||||
Shares issued as consideration for purchase of asset | 25,000,000 | |||||||
Technology and Attendant Intellectual Property Rights [Member] | Reverse Split [Member] | Common Class A Shares [Member] | ||||||||
Shares issued as consideration for purchase of asset | 5,263,158 | |||||||
Consulting Services [Member] | Common Class A Shares [Member] | ||||||||
Shares issued for services | 500,000 | |||||||
Consulting Services [Member] | Reverse Split [Member] | Common Class A Shares [Member] | ||||||||
Shares issued for services | 105,263 | |||||||
Engagement Agreement [Member] | Underwriter [Member] | ||||||||
Proceeds from sale of equity and equity derivatives | $ 35,000,000 | |||||||
Percentage of underwriting discount on gross proceeds | 8.00% | |||||||
Engagement Agreement [Member] | Underwriter [Member] | Over-Allotment Option [Member] | ||||||||
Percentage of additional shares to be sold | 15.00% | |||||||
Financial Advisory Agreement [Member] | Underwriter [Member] | ||||||||
Percentage of shares issued as consideration | 2.00% | 1.00% | ||||||
Percentage of transaction fee payable in cash | 5.00% | |||||||
Financial Advisory Agreement [Member] | Underwriter [Member] | Public Equity Placement [Member] | ||||||||
Percentage of financing fee payable in cash | 8.00% | |||||||
Financial Advisory Agreement [Member] | Underwriter [Member] | Private Placement [Member] | ||||||||
Percentage of financing fee payable in cash | 9.00% | |||||||
Financial Advisory Agreement [Member] | Underwriter [Member] | Debt Placement [Member] | ||||||||
Percentage of financing fee payable in cash | 7.00% | |||||||
Licensing [Member] | HydroHaus Horticulture Inc [Member] | ||||||||
Loss contingency | $ 130,000 | |||||||
Accrued expense payable | $ 100,000 |
Commitments and Contingencies_3
Commitments and Contingencies (Details Narrative) (10-K) - USD ($) | Sep. 02, 2020 | Jun. 16, 2020 | Jun. 02, 2020 | May 15, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Mar. 31, 2021 | Dec. 31, 2020 |
Accrued expense payable | $ 417,302 | $ 1,016,630 | $ 905,629 | |||||
Reverse Split [Member] | ||||||||
Shares issued for services | 1,162,577 | |||||||
Technology and Attendant Intellectual Property Rights [Member] | Common Class A Shares [Member] | ||||||||
Shares issued as consideration for purchase of asset | 25,000,000 | |||||||
Technology and Attendant Intellectual Property Rights [Member] | Reverse Split [Member] | Common Class A Shares [Member] | ||||||||
Shares issued as consideration for purchase of asset | 5,263,158 | |||||||
Consulting Services [Member] | Common Class A Shares [Member] | ||||||||
Shares issued for services | 500,000 | |||||||
Consulting Services [Member] | Reverse Split [Member] | Common Class A Shares [Member] | ||||||||
Shares issued for services | 105,263 | |||||||
Engagement Agreement [Member] | Underwriter [Member] | ||||||||
Proceeds from sale of equity and equity derivatives | $ 35,000,000 | |||||||
Percentage of underwriting discount on gross proceeds | 8.00% | |||||||
Engagement Agreement [Member] | Underwriter [Member] | Over-Allotment Option [Member] | ||||||||
Percentage of additional shares to be sold | 15.00% | |||||||
Financial Advisory Agreement [Member] | Underwriter [Member] | ||||||||
Percentage of shares issued as consideration | 2.00% | 1.00% | ||||||
Percentage of transaction fee payable in cash | 5.00% | |||||||
Financial Advisory Agreement [Member] | Underwriter [Member] | Public Equity Placement [Member] | ||||||||
Percentage of financing fee payable in cash | 8.00% | |||||||
Financial Advisory Agreement [Member] | Underwriter [Member] | Private Placement [Member] | ||||||||
Percentage of financing fee payable in cash | 9.00% | |||||||
Financial Advisory Agreement [Member] | Underwriter [Member] | Debt Placement [Member] | ||||||||
Percentage of financing fee payable in cash | 7.00% | |||||||
Licensing [Member] | HydroHaus Horticulture Inc [Member] | ||||||||
Loss contingency | $ 130,000 | |||||||
Accrued expense payable | $ 100,000 |
Commitments and Contingencies -
Commitments and Contingencies - Schedule of Contractual Commitments (Details) (10-K) - Dec. 31, 2020 - Equipment Lease [Member] | USD ($) | CAD ($) |
2021 | $ 1,759 | |
2022 | $ 880 | |
CAD [Member] | ||
2021 | $ 2,397 | |
2022 | $ 1,199 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) | May 31, 2021$ / sharesshares | May 28, 2021shares | May 27, 2021USD ($)shares | May 10, 2021shares | May 02, 2021shares | Nov. 10, 2019shares | Nov. 02, 2019shares | May 10, 2019USD ($)shares | May 10, 2019CAD ($)shares | May 02, 2019USD ($)shares | May 02, 2019CAD ($)shares | Apr. 30, 2021USD ($) | Apr. 30, 2021CAD ($) | Dec. 31, 2020shares | Dec. 31, 2019USD ($)shares | |
Shares obligated to issue for consulting services, shares | 48,791 | 86,739 | 38,974 | 38,974 | 73,853 | 73,853 | ||||||||||
Shares obligated to issue for consulting services, value | $ | $ 137,968 | $ 260,585 | $ 7,939,528 | |||||||||||||
Number of stock option exercised | [1] | 25,132 | 10,525 | |||||||||||||
Stock option granted | [1] | 387,760 | 315,789 | |||||||||||||
CAD [Member] | ||||||||||||||||
Shares obligated to issue for consulting services, value | $ | $ 185,125 | $ 350,800 | ||||||||||||||
Subsequent Event [Member] | ||||||||||||||||
Shares obligated to issue for consulting services, shares | 820,029 | |||||||||||||||
Number of stock option exercised | 1,113,701 | |||||||||||||||
Stock option granted | 405,059 | |||||||||||||||
Option vesting | 3 years | |||||||||||||||
Option exercisable term | 5 years | |||||||||||||||
Option exercise price | $ / shares | $ 7 | |||||||||||||||
Subsequent Event [Member] | Officers [Member] | ||||||||||||||||
Shares issued for services | 98,356 | |||||||||||||||
Subsequent Event [Member] | Holders [Member] | ||||||||||||||||
Stock dividend shares | 48,791 | 86,739 | ||||||||||||||
Subsequent Event [Member] | Consultants [Member] | ||||||||||||||||
Shares obligated to issue for consulting services, shares | 7,237 | |||||||||||||||
Shares obligated to issue for consulting services, value | $ | $ 2,237 | |||||||||||||||
Subsequent Event [Member] | Alterna Bank [Member] | ||||||||||||||||
Proceeds from loan | $ | $ 15,932 | |||||||||||||||
Subsequent Event [Member] | Alterna Bank [Member] | CAD [Member] | ||||||||||||||||
Proceeds from loan | $ | $ 20,000 | |||||||||||||||
[1] | reflects the 1:4.75 reverse stock split effected on November 29, 2020. |
Subsequent Events (Details Na_2
Subsequent Events (Details Narrative) (10-K) | Apr. 06, 2021USD ($) | Feb. 05, 2021a | Feb. 02, 2021USD ($)a | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) |
Purchase price | $ 170,000 | ||||
Subsequent Event [Member] | |||||
Debt description | The terms of the debt are to provide 50% of the value of the land purchase price and 80% of the value of the site improvements and infrastructure. | ||||
Subsequent Event [Member] | Coachella [Member] | |||||
Area of land | a | 41.37 | ||||
Subsequent Event [Member] | Land Purchase Agreement [Member] | |||||
Area of land | a | 41.37 | ||||
Purchase price | $ 4,400,000 | $ 4,100,000 | |||
Increased purchase price | $ 4,200,000 |