Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2024 | Aug. 14, 2024 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Interactive Data Current | Yes | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2024 | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q2 | |
Entity Information [Line Items] | ||
Entity Registrant Name | ELEVAI LABS INC. | |
Entity Central Index Key | 0001840563 | |
Entity File Number | 001-41875 | |
Entity Tax Identification Number | 85-1399981 | |
Entity Incorporation, State or Country Code | DE | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | No | |
Entity Shell Company | false | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Contact Personnel [Line Items] | ||
Entity Address, Address Line One | Graydon Bensler | |
Entity Address, Address Line Two | 120 Newport Center Drive | |
Entity Address, Address Line Three | Suite 250 | |
Entity Address, City or Town | Newport Beach | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 92660 | |
Entity Phone Fax Numbers [Line Items] | ||
City Area Code | (866) | |
Local Phone Number | 794-4940 | |
Entity Listings [Line Items] | ||
Title of 12(b) Security | Common Stock, par value $0.0001 per share | |
Trading Symbol | ELAB | |
Security Exchange Name | NASDAQ | |
Entity Common Stock, Shares Outstanding | 20,192,114 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 |
Current Assets | ||
Cash | $ 100,034 | $ 3,326,851 |
Receivables, net | 29,070 | 36,161 |
Prepaids and deposits | 923,444 | 1,060,765 |
Inventory, net | 978,548 | 495,667 |
Total Current Assets | 2,031,096 | 4,919,444 |
Deposit | 10,773 | 10,773 |
Property and equipment, net | 55,751 | 53,119 |
Intangibles, net | 2,845,066 | |
Operating lease right-of-use asset | 137,535 | 206,582 |
TOTAL ASSETS | 5,080,221 | 5,189,918 |
Current Liabilities | ||
Accounts payable and accrued liabilities | 1,181,441 | 669,375 |
Customer deposits | 24,314 | 36,693 |
Current portion of consideration payable | 348,403 | |
Current portion of lease liability | 140,063 | 145,000 |
Derivative liabilities | 67,355 | 369,158 |
Total Current Liabilities | 1,935,224 | 1,297,353 |
Consideration payable | 505,361 | |
Operating lease liability | 65,489 | |
TOTAL LIABILIITES | 2,440,585 | 1,362,842 |
Commitments and Contingencies | ||
EQUITY | ||
Common stock, $0.0001 par value, 300,000,000 shares authorized; 18,892,115 and 17,329,615 shares issued and outstanding as of June 30, 2024, and December 31, 2023, respectively | 1,889 | 1,733 |
Additional paid-in capital | 12,470,136 | 10,849,031 |
Accumulated other comprehensive income | 1,242 | 202 |
Accumulated deficit | (9,833,631) | (7,023,890) |
TOTAL EQUITY | 2,639,636 | 3,827,076 |
TOTAL LIABILITIES AND EQUITY | 5,080,221 | 5,189,918 |
Related Party | ||
Current Liabilities | ||
Due to related parties | $ 173,648 | $ 77,127 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parentheticals) - $ / shares | Jun. 30, 2024 | Dec. 31, 2023 |
Statement of Financial Position [Abstract] | ||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 300,000,000 | 300,000,000 |
Common stock, shares issued | 18,892,115 | 17,329,615 |
Common stock, shares outstanding | 18,892,115 | 17,329,615 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Income Statement [Abstract] | ||||
Revenue | $ 605,529 | $ 316,530 | $ 1,220,092 | $ 459,350 |
Cost of sales | 166,275 | 108,180 | 335,186 | 152,613 |
Gross profit | 439,254 | 208,350 | 884,906 | 306,737 |
Expenses | ||||
Depreciation and amortization | 2,709 | 2,888 | 5,093 | 5,385 |
Marketing and promotion | 721,489 | 114,051 | 1,114,527 | 216,727 |
Consulting fees | 185,443 | 149,723 | 581,569 | 233,687 |
Office and administrative | 663,956 | 529,950 | 1,542,564 | 964,009 |
Professional fees | 158,143 | 168,933 | 338,065 | 306,730 |
Investor relations | 6,377 | 37,452 | 104,622 | 75,720 |
Research and development | 52,385 | 133,654 | 173,526 | 217,395 |
Foreign exchange (gain) loss | 244 | 2,374 | 785 | 2,633 |
Travel and entertainment | 57,121 | 122,655 | 116,229 | 184,170 |
Total Expenses | 1,847,867 | 1,261,680 | 3,976,980 | 2,206,456 |
Net loss before other income (expense) | (1,408,613) | (1,053,330) | (3,092,074) | (1,899,719) |
Other income (expense) | ||||
Change in fair value of derivative liabilities | 26,864 | (222,468) | 301,803 | (459,246) |
Interest expense | (30,806) | (4,409) | (54,343) | (7,045) |
Interest income | 64 | 349 | 150 | 5,456 |
Other income | 34,723 | |||
Net loss | (1,412,491) | (1,279,858) | (2,809,741) | (2,360,554) |
Other comprehensive income (loss) | ||||
Currency translation adjustment | (141) | 262 | 1,040 | 375 |
Total comprehensive loss | $ (1,412,632) | $ (1,279,596) | $ (2,808,701) | $ (2,360,179) |
Basic and diluted loss per share (in Dollars per share) | $ (0.08) | $ (0.128) | $ (0.158) | $ (0.24) |
Weighted average shares outstanding (in Shares) | 18,298,572 | 9,976,725 | 17,814,093 | 9,838,599 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Operations and Comprehensive Loss (Parentheticals) - $ / shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Income Statement [Abstract] | ||||
Diluted loss per share | $ (0.08) | $ (0.128) | $ (0.158) | $ (0.240) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Changes in Stockholders’ Equity - USD ($) | Preferred Stock Series Seed 1 | Preferred Stock Series Seed 2 | Preferred Stock Series A | Common Stock | Additional paid-in capital | Accumulated deficit | Accumulated other comprehensive income | Total |
Balance at Dec. 31, 2022 | $ 21 | $ 364 | $ 186 | $ 957 | $ 3,852,044 | $ (2,722,373) | $ 111 | $ 1,131,310 |
Balance (in Shares) at Dec. 31, 2022 | 213,730 | 3,635,252 | 1,861,799 | 9,568,475 | ||||
Private placement | $ 36 | 1,073,553 | 1,073,589 | |||||
Private placement (in Shares) | 357,861 | |||||||
Exercise of stock options | $ 6 | 37,494 | 37,500 | |||||
Exercise of stock options (in Shares) | 62,500 | |||||||
Share-based compensation | 185,068 | 185,068 | ||||||
Net loss for the period | (2,360,554) | (2,360,554) | ||||||
Currency translation adjustment | 375 | 375 | ||||||
Balance at Jun. 30, 2023 | $ 21 | $ 364 | $ 186 | $ 999 | 5,148,159 | (5,082,927) | 486 | 67,288 |
Balance (in Shares) at Jun. 30, 2023 | 213,730 | 3,635,252 | 1,861,799 | 9,988,836 | ||||
Balance at Mar. 31, 2023 | $ 21 | $ 364 | $ 186 | $ 988 | 4,714,674 | (3,803,069) | 224 | 913,388 |
Balance (in Shares) at Mar. 31, 2023 | 213,730 | 3,635,252 | 1,861,799 | 9,880,975 | ||||
Private placement | $ 11 | 323,578 | 323,589 | |||||
Private placement (in Shares) | 107,861 | |||||||
Share-based compensation | 109,907 | 109,907 | ||||||
Net loss for the period | (1,279,858) | (1,279,858) | ||||||
Currency translation adjustment | 262 | 262 | ||||||
Balance at Jun. 30, 2023 | $ 21 | $ 364 | $ 186 | $ 999 | 5,148,159 | (5,082,927) | 486 | 67,288 |
Balance (in Shares) at Jun. 30, 2023 | 213,730 | 3,635,252 | 1,861,799 | 9,988,836 | ||||
Balance at Dec. 31, 2023 | $ 1,733 | 10,849,031 | (7,023,890) | 202 | $ 3,827,076 | |||
Balance (in Shares) at Dec. 31, 2023 | 17,329,615 | 17,329,615 | ||||||
Issued for acquisition of intangible assets | $ 156 | 772,247 | $ 772,403 | |||||
Issued for acquisition of intangible assets (in Shares) | 1,562,500 | |||||||
Obligation to issue stock for acquisition of intangible assets | 838,374 | 838,374 | ||||||
Share-based compensation | 10,484 | 10,484 | ||||||
Net loss for the period | (2,809,741) | (2,809,741) | ||||||
Currency translation adjustment | 1,040 | 1,040 | ||||||
Balance at Jun. 30, 2024 | $ 1,889 | 12,470,136 | (9,833,631) | 1,242 | $ 2,639,636 | |||
Balance (in Shares) at Jun. 30, 2024 | 18,892,115 | 18,892,115 | ||||||
Balance at Mar. 31, 2024 | $ 1,733 | 10,904,370 | (8,421,140) | 1,383 | $ 2,486,346 | |||
Balance (in Shares) at Mar. 31, 2024 | 17,329,615 | |||||||
Issued for acquisition of intangible assets | $ 156 | 772,247 | 772,403 | |||||
Issued for acquisition of intangible assets (in Shares) | 1,562,500 | |||||||
Obligation to issue stock for acquisition of intangible assets | 838,374 | 838,374 | ||||||
Share-based compensation | (44,855) | (44,855) | ||||||
Net loss for the period | (1,412,491) | (1,412,491) | ||||||
Currency translation adjustment | (141) | (141) | ||||||
Balance at Jun. 30, 2024 | $ 1,889 | $ 12,470,136 | $ (9,833,631) | $ 1,242 | $ 2,639,636 | |||
Balance (in Shares) at Jun. 30, 2024 | 18,892,115 | 18,892,115 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows - USD ($) | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Operating activities | ||
Net loss | $ (2,809,741) | $ (2,360,554) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 45,960 | 5,825 |
Share-based compensation | 10,484 | 185,068 |
Straight-line rent expense | (1,379) | (1,378) |
Change in fair value of derivative liabilities | (301,803) | 459,246 |
Non-cash interest expense | 42,312 | |
R&D costs for intangible assets | 39,483 | |
Changes in operating assets and liabilities: | ||
Receivables | 6,958 | (21,480) |
Prepaid expenses and deposits | 137,295 | (183,518) |
Inventory | (482,881) | (247,718) |
Accounts payable and accrued liabilities | 210,111 | 375,053 |
Customer deposits | (12,379) | 75,194 |
Due to related parties | 50,306 | 60,000 |
Cash flows used in operating activities | (3,104,757) | (1,654,262) |
Investing activities | ||
Purchase of equipment | (9,160) | (11,191) |
Purchase of intangible assets | (112,320) | |
Cash flows used in investing activities | (121,480) | (11,191) |
Financing activities | ||
Exercise of stock options | 37,500 | |
Proceeds from issuance of common stock and warrants | 1,073,589 | |
Cash flows provided by financing activities | 1,111,089 | |
Effect of exchange rate changes on cash | (580) | 728 |
Decrease in cash | (3,226,817) | (553,636) |
Cash, beginning of period | 3,326,851 | 1,154,901 |
Cash, ending of period | 100,034 | 601,265 |
Supplemental cash flow information: | ||
Cash paid for interest | 11,104 | 4,898 |
Cash paid for taxes | ||
Non-cash Investing and Financing transactions: | ||
Common stock issued and issuable on acquisition of intangible asset | 772,247 | |
Obligation to issue stock for acquisition of intangible assets | $ 838,374 |
Organization and Nature of Oper
Organization and Nature of Operations | 6 Months Ended |
Jun. 30, 2024 | |
Organization and Nature of Operations [Abstract] | |
Organization and nature of operations | 1. Organization and nature of operations Elevai Labs Inc. (“Elevai”) was incorporated under the laws of the State of Delaware on June 9, 2020. Elevai and its 100% owned subsidiaries, Elevai Research Inc, Elevai Skincare Inc., and Elevai BioSciences Inc., are collectively referred to in these unaudited condensed consolidated financial statements as “the Company”. The Company is a skincare development company engaged in the design, manufacture, and marketing of skincare products in the skincare industry. The Company’s principal activities are developing and manufacturing skincare products. On April 29, 2024, Elevai Skincare Inc. (“Skincare”) and Elevai BioSciences Inc. (“BioSciences”) were incorporated under the laws of the state of Delaware. Elevai is the sole shareholder of Skincare and BioSciences. The purpose of Skincare is to operate the Company’s existing business. While the purpose of BioSciences is to hold and develop the Company’s intellectual property. Effective May 1, 2024, Elevai transferred its operating assets and liabilities relating to its skincare business to Skincare in exchange for common shares of Skincare. |
Going Concern
Going Concern | 6 Months Ended |
Jun. 30, 2024 | |
Going Concern [Abstract] | |
Going Concern | 2. Going Concern These unaudited condensed consolidated financial statements have been prepared on a going concern basis, which implies the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders and the ability of the Company to obtain necessary equity financing to continue operations, and ultimately the attainment of profitable operations. As of June 30, 2024, and December 31, 2023, the Company had a net working capital of $95,872 and $3,622,091, respectively, and has an accumulated deficit of $9,833,631 and $7,023,890, respectively. Furthermore, for the six months ended June 30, 2024, and 2023, the Company incurred a net loss of $2,809,741 and $2,360,554, respectively and used $3,104,757 and $1,654,262, respectively of cash flows for operating activities. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. These unaudited condensed consolidated financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. The assessment of whether the going concern assumption is appropriate requires management to take into account all available information about the future, which is at least, but not limited to, 12 months from the date the financial statements are issued. The Company is aware that material uncertainties related to events or conditions may cast substantial doubt upon the Company’s ability to continue as a going concern. Management’s plans that alleviate substantial doubt about the Company’s ability to continue as a going concern include raising additional debt or equity financing. Although the Company has been successful in raising funds in the past, and expects to do so in the future, there are no guarantees that it will be able to raise funds as anticipated. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2024 | |
Summary of Significant Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 3. Summary of Significant Accounting Policies Basis of Presentation These unaudited condensed consolidated financial statements have been prepared in accordance with rules and regulations of the Securities and Exchange Commission (“SEC”) and generally accepted accounting principles in the United States (“U.S. GAAP”) for interim financial information and are expressed in United States dollars. Accordingly, the unaudited condensed consolidated financial statements do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, we have included all adjustments considered necessary for a fair presentation and such adjustments are of a normal recurring nature. These unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements for the years ended December 31, 2023, and 2022. The results of operations for the six months ended June 30, 2024, are not necessarily indicative of the results to be expected for the full fiscal year ending December 31, 2024. Principles of Consolidation The unaudited condensed consolidated financial statements include the account of Elevai, and its 100% owned subsidiaries, Elevai Research, Skincare, and Bio Sciences. All intercompany accounts, transactions and profits were eliminated in the unaudited condensed consolidated financial statements. Use of Estimates The preparation of the unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to revenue recognition, the collectability of receivables, valuation of inventory, fair value of derivative liabilities and stock options, useful lives and recoverability of long-lived assets, and deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgements about the carrying value of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from those estimates. Estimates and assumptions are reviewed periodically, and the effects of revisions are reflected in the unaudited condensed consolidated financial statements in the period they are determined. Foreign Currency Translation The Company’s functional and reporting currency is the U.S. dollar. The functional currency of Elevai Research is the Canadian dollar. Monetary assets and liabilities denominated in foreign currencies are translated using the exchange rate prevailing at the balance sheet date. Non-monetary assets, liabilities, and items recorded in income arising from transactions denominated in foreign currencies are translated at rates of exchange in effect at the date of the transaction. Gains and losses arising on translation or settlement of foreign currency denominated transactions or balances are included in the determination of income. The accounts of Elevai Research are translated to U.S. dollars using the current rate method. Accordingly, assets and liabilities are translated into U.S. dollars at the period-end exchange rate while revenues and expenses are translated at the average exchange rates during the period. Related exchange gains and losses are included in a separate component of stockholders’ equity as accumulated other comprehensive income (loss). Intangible Asset In accordance with ASC 350 “Intangibles—Goodwill and Other”, intangible assets are recorded at cost less accumulated amortization. They are depreciated using the straight-line method over their estimated useful lives, which reflect the period over which economic benefits are expected to be realized. In accordance with ASC 730 “Research and development costs”, an acquired in-process researched and development (“IPR&D”) intangible asset with an alternative future use is capitalized, in accordance with ASC 350 and amortized over its useful life. Although IPR&D assets are likely to be finite-lived, amortization does not begin until the research and development projects are completed. In accordance with the IPR&D asset purchase agreement, the Company is required to meet development milestones starting with the initiation of a pre-clinical IND-enabling study within 2 years of the acquisition date, and ending with obtaining marketing approval from the FDA within 9 years of the acquisition date. Management assesses impairment indicators at each reporting period end. The estimated useful lives of intangible assets are generally as follows: License #1 10-year straight-line License #2 IPR&D project not yet complete New Accounting Standards Recently Adopted Accounting Standards In March 2022, the FASB issued ASU 2022-02, ASC Subtopic 326 “Credit Losses”: Troubled Debt Restructurings and Vintage Disclosures. Since the issuance of Accounting Standards Update No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, the Board has provided resources to monitor and assist stakeholders with the implementation of Topic 326. Post-Implementation Review (PIR) activities have included forming a Credit Losses Transition Resource Group, conducting outreach with stakeholders of all types, developing educational materials and staff question-and-answer guidance, conducting educational workshops, and performing an archival review of financial reports. ASU No. 2022-02 is effective for annual and interim periods beginning after December 15, 2022. The adoption of this standard did not have a significant impact on the Company’s unaudited condensed consolidated financial statements. In June 2022, the FASB issued ASU 2022-03, ASC Subtopic 820 “Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions”. The FASB is issuing this Update (1) to clarify the guidance in Topic 820, Fair Value Measurement, when measuring the fair value of an equity security subject to contractual restrictions that prohibit the sale of an equity security, (2) to amend a related illustrative example, and (3) to introduce new disclosure requirements for equity securities subject to contractual sale restrictions that are measured at fair value in accordance with Topic 820. Stakeholders asserted that the language in the illustrative example resulted in diversity in practice on whether the effects of a contractual restriction that prohibits the sale of an equity security should be considered in measuring that equity security’s fair value. Some stakeholders apply a discount to the price of an equity security subject to a contractual sale restriction, whereas other stakeholders consider the application of a discount to be inappropriate under the principles of Topic 820. For public business entities, the amendments in this Update are effective for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. The adoption of this standard did not have a significant impact on the Company’s unaudited condensed consolidated financial statements. Recently Issued Accounting Standards The Company assesses the adoption impacts of recently issued, but not yet effective, accounting standards by the Financial Accounting Standards Board on the Company’s unaudited condensed consolidated financial statements. There are no recently issued accounting standards which may have effect on the Company’s unaudited condensed consolidated financial statements |
Receivables
Receivables | 6 Months Ended |
Jun. 30, 2024 | |
Receivables [Abstract] | |
Receivables | 4. Receivables As of June 30, 2024, receivables consisted of the following: June 30, December 31, Trade receivable $ 20,709 $ 33,089 Sales taxes receivable 8,361 3,072 $ 29,070 $ 36,161 The Company records sales taxes receivable for recoverable sales taxes paid on eligible purchases in its Canadian subsidiary. As at June 30, 2024, and December 31, 2023, the Company recorded a provision for credit losses of $ nil nil |
Prepaids and Deposits
Prepaids and Deposits | 6 Months Ended |
Jun. 30, 2024 | |
Prepaids and Deposits [Abstract] | |
Prepaids and Deposits | 5. Prepaids and Deposits As of June 30, 2024, and December 31, 2023, prepaid and deposits consisted of the following: June 30, December 31, Prepaid expenses $ 888,129 $ 957,645 Deposits 46,088 113,893 $ 934,217 $ 1,071,538 Prepaids and deposits - current 923,444 1,060,765 Deposits- non-current 10,773 10,773 As of June 30, 2024, and December 31, 2023, the security deposit on the Company’s long-term lease in the amount of $10,773 and $10,773, respectively, is classified as a non-current deposit on the balance sheet. |
Inventory
Inventory | 6 Months Ended |
Jun. 30, 2024 | |
Inventory [Abstract] | |
Inventory | 6. Inventory As of June 30, 2024, and December 31, 2023, inventory consisted of the following: June 30, December 31, Raw materials $ 474,124 $ 279,514 Work in progress 290,080 147,906 Finished goods 214,344 68,247 $ 978,548 $ 495,667 Cost of inventory recognized as expense in cost of sales for the six months ended June 30, 2024, and 2023, totaled $152,559 and $73,896, respectively. In addition, the cost of inventory relating to samples given out and expensed in marketing and promotion for the six months ended June 30, 2024, and 2023, totaled $92,907 and $64,718, respectively. As of June 30, 2024, and December 31, 2023, the Company recorded an allowance for inventory of $ nil nil |
Property and Equipment
Property and Equipment | 6 Months Ended |
Jun. 30, 2024 | |
Property and Equipment [Abstract] | |
Property and equipment | 7. Property and Equipment Equipment Furniture Computers Total Cost Balance, December 31, 2022 $ 50,516 $ 8,365 $ 2,759 $ 61,640 Additions 2,658 8,533 - 11,191 Disposal - Foreign currency translation 61 61 Balance, December 31, 2023 $ 53,174 $ 16,898 $ 2,820 $ 72,892 Additions 9,160 - - 9,160 Foreign currency translation - - (87 ) (87 ) Balance, June 30, 2024 $ 62,334 $ 16,898 $ 2,733 $ 81,965 Accumulated depreciation Balance, December 31, 2022 $ 7,052 $ 548 $ 505 $ 8,105 Depreciation 8,680 2,414 555 11,649 Foreign currency translation 19 19 Balance, December 31, 2023 $ 15,732 $ 2,962 $ 1,079 $ 19,773 Depreciation 4,994 1,207 276 6,478 Foreign currency translation - - (36 ) (36 ) Balance, June 30, 2024 $ 20,727 $ 4,169 $ 1,318 $ 26,214 Net book value December 31, 2023 $ 37,442 $ 13,936 $ 1,741 $ 53,119 June 30, 2024 $ 41,607 $ 12,729 $ 1,415 $ 55,751 During the six months ended June 30, 2024, and 2023, the Company capitalized depreciation of $1,384 and $440, respectively as part of the production of inventory. |
Intangible Assets
Intangible Assets | 6 Months Ended |
Jun. 30, 2024 | |
Intangible Assets [Abstract] | |
Intangible assets | 8. Intangible assets On January 15, 2024, the Company entered into a license agreement with a Biotechnology company to use their proprietary technology and process to assist in formulating stem cells (“License #1”). The term of the license is 10 years and has a purchase price of $1,000,000. The payments structure for License #1 is as follows: a) $50,000 payable upon executing the license (paid) b) $350,000 payable on July 15, 2024 (Note 17) c) $600,000 payable on completion of technology transfer or two years from January 15, 2024, whichever comes first. The cost of License #1 will be measured at $861,452, which is the fair value of the consideration payable on initial recognition, determined by discounting the future payments using a market interest rate of 11.75%. On April 30, 2024, the Company entered into an exclusive license agreement with a pharmaceutical company granting the Company rights to develop, manufacture, and commercialize licensed products (“License #2”). The Company has classified License #2 as an IPR&D asset resulting in only the acquisition costs plus any transaction costs to be capitalized upon acquisition. The research and development project associated with License #2 is not yet complete and as a result the Company has not yet determined the useful life of the IPR&D asset. The Company paid consideration of $400,000 and 950,000 common shares with a value of $492,850 to the pharmaceutical company. The shares issued to the pharmaceutical company are unregistered and subject to trading restrictions for six months from the issue date resulting in a fair value discount adjustment of $173,100 on the value of the common shares issued to the pharmaceutical company. The Company incurred transaction costs of $12,320 in legal fees and $1,117,771 in common shares paid to a consultant who assisted in acquiring License #2. The common shares to be issued to the consultant will be unregistered and subject to trading restrictions for a 1-year period from the issue date of the first tranche resulting in a fair value discount adjustment of $599,863 on the value of the common shares issued to the consultant. The fair value adjustments were calculated using the Black-Scholes Option Pricing Model The Black-Scholes Option Pricing Model requires six basic data inputs: the exercise or strike price, expected time to expiration or exercise, the risk-free interest rate, the current stock price, the estimated volatility of the stock price in the future, and the dividend rate. Changes to these inputs could produce a significantly higher or lower fair value measurement. The following assumptions were used in the Black-Scholes option pricing model: Initial Risk-free interest rate 5.12-5.44 % Expected life 0.5-1 years Expected dividend rate 0.00 % Expected volatility 100 % The consultant is to receive 2,450,000 shares in the following tranches and all shares were earned (i.e. fully vested) upon the Company’s acquisition of License #2 as follows: ● May 3, 2024: 612,500 Shares (issued) ● August 1, 2024: 612,500 Shares (issued, Note 17) ● November 1, 2024: 612,500 Shares ● February 2, 2025: 612,500 Shares The cost of License #2 IPR&D asset will be $2,023,097, which is the fair value of the consideration paid on initial recognition License #1 License #2 Total Cost Balance, December 31, 2023 $ - - - Additions 861,452 2,023,097 2,884,549 Balance, June 30, 2024 $ 861,452 2,023,097 2,884,549 Accumulated depreciation Balance, December 31, 2023 $ - - - Additions 39,483 - 39,483 Balance, June 30, 2024 $ 39,483 - 39,483 Net Book value – June 30, 2024 $ 821,969 2,023,097 2,845,066 |
Operating Lease
Operating Lease | 6 Months Ended |
Jun. 30, 2024 | |
Operating Lease [Abstract] | |
Operating Lease | 9. Operating Lease During 2022, the Company entered into a noncancelable operating lease that includes two property location, one which is being used as the Company’s office and the other as its lab for research and development and the production of inventory. The lease had a commencement date of June 1, 2022, and expires on May 31, 2025, after which the term will continue on a month-to-month basis. On July 3 rd The Company recognized a total lease cost related to its noncancelable operating lease of $79,481 and $63,259 for the six months ended June 30, 2024, and 2023, respectively. The lease cost has been allocated as follows based on the square footage of each property location. June 30, June 30, Office space, recorded in office and administration $ 60,575 $ 44,353 Lab space, recorded in research and development 11,928 16,613 Lab space, capitalized to production of inventory 6,978 2,293 $ 79,481 $ 63,259 As of June 30, 2024, and December 31, 2023, the Company recorded a security deposit of $10,773. (Note 5) Future minimum lease payments under the Company’s operating lease that has an initial noncancelable lease term in excess of one year at March 31, 2024, are as follows: As of March 31, 2024 Total 2024 80,861 2025 67,384 Thereafter - 148,245 Less: Imputed interest (8,182 ) Operating lease liability 140,063 Operating lease lability – current 140,063 Operating lease lability – non-current $ - On July 3rd, 2023, the Company amended the terms of the previously entered lease agreement on July 4, 2022, to acquire more space. Rent shall increase to $13,476.75 per month commencing July 1, 2023. The Company used a discount rate of 11.50% upon the remeasurement of the lease liability on July 1, 2023, compared to an original discount rate of 8% on lease commencement, as its incremental cost of borrowing due to the amendment. The remaining lease term as of June 30, 2024, is 0.92 years (December 31, 2023 – 1.42 years). |
Accounts Payable and Accrued Li
Accounts Payable and Accrued Liabilities | 6 Months Ended |
Jun. 30, 2024 | |
Accounts Payable and Accrued Liabilities [Abstract] | |
Accounts payable and accrued liabilities | 10. Accounts Payable and Accrued Liabilities As of June 30, 2024, and December 31, 2023, accounts payable and accrued liabilities consisted of the following: June 30, December 31, Accounts payable $ 1,140,634 $ 596,147 Accrued liabilities 40,807 73,228 $ 1,181,441 $ 669,375 |
Consideration Payable
Consideration Payable | 6 Months Ended |
Jun. 30, 2024 | |
Consideration Payable [Abstract] | |
Consideration payable | 11. Consideration payable On January 15, 2024, the Company entered into a license agreement with a Biotechnology company to use their proprietary technology and process to assist in formulating stem cells. The remaining amount of the payments to be made in accordance with the interest free payment schedule disclosed in Note 8 is $950,000. The Company has accounted for a discount, using a market interest rate of 11.75%, on the consideration payable to reflect the imputed interest on future installments, totaling $138,548. Consideration Outstanding, December 31, 2023 $ - Additions 861,452 Payment (50,000 ) Accretion expense 42,312 Outstanding, June 30, 2024 $ 853,764 Consideration payable – current 348,403 Consideration payable – non-current $ 505,361 |
Derivative Liabilities
Derivative Liabilities | 6 Months Ended |
Jun. 30, 2024 | |
Derivative Liabilities [Abstract] | |
Derivative liabilities | 12. Derivative liabilities On July 15, 2022, the Company issued 231,828 common stock purchase warrants with an exercise price of $2.01 as part of the conversion of promissory notes. On November 21, 2023, the Company completed its Initial Public Offering (“IPO”) and issued 75,000 warrants (the “IPO warrants”). The IPO warrants are exercisable into one common share of the Company at $4 per share and expire on November 21, 2028. We analyzed the common stock purchase warrants issued as partial settlement of the promissory notes payable and the IPO warrants against the requirements of ASC 480, Distinguishing Liabilities from Equity, and determined that the warrants should be classified as financial liabilities since the terms allows for a cashless net share settlement at the option of the holder. ASC 815, Derivatives and Hedging, requires that the warrants be accounted for as derivative liabilities with initial and subsequent measurement at fair value with changes in fair value recorded as other income (expense). A continuity of the Company’s common stock purchase derivative liability warrants is as follows: Derivative Outstanding, December 31, 2022 $ 68,455 Addition of new derivatives during IPO 229,437 Change in fair value of derivative liabilities 71,266 Outstanding, December 31, 2023 $ 369,158 Change in fair value of derivative liabilities (301,803 ) Outstanding, June 30, 2024 $ 67,355 We determined our derivative liabilities to be a Level 3 fair value measurement and used the Black-Scholes Option Pricing Model to calculate the fair value as of initial recognition and as of June 30, 2024, and December 31, 2023. The Black-Scholes Option Pricing Model requires six basic data inputs: the exercise or strike price, expected time to expiration or exercise, the risk-free interest rate, the current stock price, the estimated volatility of the stock price in the future, and the dividend rate. Changes to these inputs could produce a significantly higher or lower fair value measurement. The following assumptions were used in the Black-Scholes option pricing model: June 30, December 31, November 21, December 31, July 15, Risk-free interest rate 4.33 - 4.52 % 3.84 - 4.01 % 4.41 % 4.73 % 3.12 % Expected life 1 2.82 – 4.40 years 3.32 – 4.90 years 5 years 0.75 years 0.6 years Expected dividend rate 0 % 0 % 0.00 % 0.00 % 0.00 % Expected volatility 100 % 100 % 100 % 100 % 100 % As of June 30, 2024, the following warrants were outstanding: Outstanding Expiry date 1 Weighted average 75,840 April 27, 2027 2.01 63,037 April 27, 2027 2.01 80,388 April 27, 2027 2.01 12,563 April 27, 2027 2.01 75,000 November 21, 2028 4.00 306,828 2.49 As of June 30, 2024, and December 31, 2023, the weighted average life of derivative liability warrants outstanding was 3.21 and 3.71 years, respectively. 1 On April 28, 2023, the Company amended the warrant agreements for the 231,828 derivative liability warrants outstanding. The amendment removed the clause to automatically convert warrants to shares on IPO date and all warrants were given an expiry date of April 27, 2027. This led to an increase in the expected life input in the Black-Scholes model as of December 31, 2023, compared to December 31, 2022, when the Company used the expected IPO date to calculate the expected life of the warrants. |
Equity
Equity | 6 Months Ended |
Jun. 30, 2024 | |
Equity [Abstract] | |
Equity | 13. Equity Common Stock Authorized As of June 30, 2024, and December 31, 2023, the Company had 300,000,000 common stock authorized, each having a par value of $0.0001. Issued and outstanding As of June 30, 2024, and December 31, 2023, the Company had 18,892,115 and 17,329,615 shares issued and outstanding, respectively. Transactions during the six months ended June 30, 2024 On April 30, 2024, the Company issued 950,000 common shares on acquisition of License #2 and $492,945 was recognized in equity. A total of $95 was recognized in common stock and the remainder of $492,850 to additional paid in capital (Note 8). These shares are unregistered and restricted from trading as disclosed in Note 8. On May 3, 2024, the Company committed to issue 2,450,000 fully vested shares, of which 612,500 common shares have been issued, for the acquisition of License #2. A total of $1,117,832 was recognized in equity, of which $62 was recognized in common stock and the remainder of $1,117,771 to additional paid in capital (Note 8). These shares are unregistered and restricted from trading as disclosed in Note 8. Transactions during the six months ended June 30, 2023 On January 6, 2023, the Company issued 62,500 common stock upon the exercise of 62,500 stock options with an exercise price of $0.60 per common stock for $37,500, of which $6 was recognized in common stock and the remaining $37,494 in additional paid-in capital. On March 2, 2023, the Company issued 250,000 common stock and 250,000 common stock purchase warrants for $750,000, of which $25 was recognized in common stock and the remaining $749,975 in additional paid-in capital. These warrants are accounted for as equity warrants. On April 14, 2023, the Company issued 97,681 common stock, of which $10 was recognized in common stock and the remaining $293,579 in additional paid-in capital. On May 15, 2023, the Company issued 10,000 common stock, of which $1 was recognized in common stock and the remaining $29,999 was recognized in additional paid-in capital Preferred Stock Authorized As of March 31, 2024, and December 31, 2023, the Company had 75,000,000 of all preferred stock authorized, each having a par value of $0.0001 per stock. The holders of Preferred Stock shall have the right to convert their shares of Preferred Stock, at any time, into shares of Common Stock at a conversion price of 1:1. Upon IPO, all preferred shares were converted into common shares on November 21, 2023. Issued and outstanding As at June 30, 2024, and December 31, 2023, the Company had Nil Transactions during the six months ended June 30, 2024, and 2023 There were no preferred stock transactions during the six months ended June 30, 2024, and 2023. Equity Warrants Transactions during the six-month ended June 30, 2024. There was no equity warrant activity during the six months ended June 30, 2024 Transactions during the six-month ended June 30, 2023. On March 2, 2023, the Company issued 250,000 common stock and 250,000 common stock purchase warrants. Each warrant is exercisable at $3.00 per common stock. The warrants shall be exercisable, in whole or in part at the issue date but such exercisability shall cease upon the date of the Company’s IPO and listing of its common shares on the Nasdaq Capital Market or other Trading Market and shall continue to be exercisable in whole or in part immediately after the Lock-up Period but no later than the Warrant Expiration Date or Accelerated Warrant Expiration Date (the “Exercise Period”). In the event of the Company’s initial public offering and listing of shares of its common stock on a Trading Market, the Company shall notify the holder at least fifteen (15) calendar days prior to the consummation of such IPO. “Trading Market” shall mean a “national securities exchange” that has registered with the SEC under Section 6 of the Securities Exchange Act of 1934. The Expiration Date shall be the earlier of (i) three years and one hundred eighty (180) days from the issue date (the “Warrant Expiration Date”) or (ii) upon the Company’s reasonable judgment and written notice to the purchaser, of the Company’s option to accelerate the Warrant Expiration Date whereby upon purchaser’s receipt of the Company’s written notice of acceleration during the Exercise Period, the Purchaser’s option to exercise any number of warrants shall occur no later than fourteen (14) days following the receipt of the written notice of acceleration (the “Accelerated Warrant Expiration Date”). For the avoidance of doubt, it shall be reasonable for the Company to accelerate the Expiration Date of this warrant to coincide with transactions including, but not limited to (i) a change of control including but not limited to the voluntary or involuntary sale, assignment, transfer or other disposition, or transfer by operation of law, of more than 50% of any direct or indirect equity interest of the Company; or (ii) a subsequent capital financing other than the IPO consisting of but not limited to an offer or proposal for, or indication of interest in, the issuance of debt or the capital stock of the Company. As of June 30, 2024, and December 31, 2023, the following equity warrants were outstanding: Outstanding Expiry date Weighted average 250,000 August 28, 2026 3.00 99,998 March 12, 2027 3.00 349,998 3.00 As of June 30, 2024, and December 31, 2023, the weighted average life of equity warrants outstanding was 2.32 and 2.81 years, respectively. Stock Options The Company has a stock option plan included in the Company’s 2020 Equity Incentive Plan (the “Plan”) where the Board of Directors or any of its committees can grant Incentive Stock Options, Nonstatutory Stock Options, and Restricted Stock to employees, advisors and directors of the Company. As of December 31, 2023 and 2022, the aggregate number of shares allocated and made available for issuance pursuant to stock options granted under the Plan shall not exceed 1,734,188 shares. The plan shall remain in effect until it is terminated by the Board of Directors. Transactions during the six-month ended June 30, 2024 In January 2024, the Company granted 12,500 stock options with a contractual life of ten years and an exercise price of $5.00 per common stock. These stock options were valued at $16,178 using the Black-Scholes Option Pricing Model. The options vest 25% on the first anniversary of the grant date and the remaining 75% vest evenly over 36 months thereafter. On March 6, 2024, the Company granted 80,000 stock options with a contractual life of ten years and an exercise price of $1.00 per common stock. These stock options were valued at $52,845 using the Black-Scholes Option Pricing Model. The options vest 25% on the first anniversary of the grant date and the remaining 75% vest evenly over 36 months thereafter. Transactions during the six-month ended June 30, 2023 On February 1, 2023, the Company granted 10,000 stock options with a contractual life of ten years and an exercise price of $5.00 per common stock. These stock options were valued at $10,767 using the Black-Scholes Option Pricing Model. The options vest 25% on the first anniversary of the grant date and the remaining 75% vest evenly over 36 months thereafter. From May 12, 2023, to June 30, 2023, the Company granted 222,500 stock options (includes 80,000 each to two of its newly appointed independent directors) with a contractual life of ten years and an exercise price of $5.00 per common stock. These stock options were valued at $584,787 using the Black-Scholes Option Pricing Model. The options vest 25% on the first vesting date and the remaining 75% vest evenly over 36 months thereafter. On June 30, 2023, the Company cancelled and reissued 80,000 options previously issued to an advisor of the Company upon their appointment as a director effective June 1, 2023. The cancelled and re-issued options had the same exercise price of $5.00 per common stock and the same vesting terms and expiry date, and as such the cancellation and reissuance had no impact on the Company’s consolidated financial statements. The following assumptions were used in the Black-Scholes option pricing model: June 30, December 31, Risk-free interest rate 3.95% - 4.19 % 3.39% -3.86 % Expected life 10 years 10 years Expected dividend rate 0.00 % 0.00 % Expected volatility 100 % 100 % Forfeiture rate 0.00 % 0.00 % The continuity of stock options for the six months ended June 30, 2024, and December 31, 2023, is summarized below: Number of Weighted Outstanding, December 31, 2022 1,366,167 1.08 Granted 234,000 5.00 Forfeited (14,583 ) 0.60 Exercised (62,500 ) 0.60 Outstanding, December 31, 2023 1,523,084 1.71 Granted 92,500 1.54 Forfeited (266,605 ) 2.54 Exercised - - Outstanding, June 30, 2024 1,348,979 1.53 As of June 30, 2024, the following options were outstanding, entitling the holders thereof the right to purchase one common stock for each option held as follows: Outstanding Vested Expiry date Weighted average 812,510 718,932 February 8, 2031 0.60 35,417 35,417 February 27, 2031 0.60 25,833 23,542 April 25, 2032 0.60 16,000 8,000 June 1, 2032 1.34 52,708 52,708 July 1, 2032 1.34 45,833 45,833 August 8, 2032 1.34 16,000 7,000 September 30, 2032 1.34 80,000 35,000 September 30, 2032 5.00 10,000 4,167 October 15, 2032 1.34 5,000 1,979 November 1, 2032 5.00 7,500 7,500 December 12, 2032 5.00 10,000 3,333 February 1, 2033 5.00 50,000 13,542 April 16, 2033 5.00 80,000 23,333 May 5, 2033 5.00 10,000 2,500 June 27, 2033 5.00 678 678 July 10, 2033 5.00 1,500 - July 1, 2033 5.00 5,000 - January 17, 2034 5.00 5,000 - February 12, 2034 5.00 80,000 - March 5, 2034 1.00 1,348,979 983,464 1.00 As of June 30, 2024, and December 31, 2023, the weighted average life of stock options outstanding was 7.36 years and 7.84 years, respectively. During the six months ended June 30, 2024, and 2023, the Company recorded $10,484 and $185,068, respectively, in share-based compensation expense, of which $7,875 and $2,609, and $178,735 and $6,333, respectively is included in office and administration and research and development, respectively. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2024 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 14. Related Party Transactions Related parties consist of the following individuals and corporations: ● Braeden Lichti, Chairman and former President, significant shareholder through BWL Investments Ltd. Resigned as President effective October 11, 2022. ● Jordan Plews, Director, significant shareholder through JP Bio Consulting LLC ● Graydon Bensler, CEO, CFO and Director ● Yi Guo, Former Director, resigned effective September 29, 2022 ● Tim Sayed, Chief Medical Officer ● Brenda Buechler, Former Chief Marketing Officer ● Christoph Kraneiss, Former Chief Commercial Officer ● Jeffrey Parry, Director (appointed June 1, 2023) ● Julie Daley, Director (appointed June 1, 2023) ● Crystal Muilenburg, Director (appointed June 1, 2023, resigned February 29, 2024) ● George Kovalyov (appointed March 1, 2024) ● GB Capital Ltd., controlled by Graydon Bensler ● JP Bio Consulting LLC, significant shareholder and controlled by Jordan Plews ● BWL Investments Ltd., significant shareholder and controlled by Braeden Lichti ● Northstrive Companies Inc., controlled by Braeden Lichti Key management personnel include those persons having authority and responsibility for planning, directing, and controlling the activities of the Company as a whole. The Company has determined that key management personnel consist of members of the Company’s Board of Directors, corporate officers, and individuals with more than 10% control. Remuneration attributed to key management personnel are summarized as follows: Three months Three months Six months Six months Consulting fees $ 80,000 40,288 160,833 91,538 Salaries 170,641 159,814 377,656 316,253 Share-based compensation (54,859 ) 75,369 (32,583 ) 122,355 $ 195,782 275,471 505,907 530,146 During the six months ended June 30, 2024, the Company incurred consulting fees of $100,833 (June 30, 2023 - $42,500) to GB Capital Ltd., a company controlled by Graydon Bensler, CEO, CFO and Director. In addition, the Company incurred consulting fees of $60,000 (June 30, 2023 - $60,000) to Northstrive Companies Inc., a company controlled by the Company’s Chairman and former President. Jordan Plews, Director, earned a Salary of $122,032 and $111,523 respectively during the six months ended June 30, 2024, and 2023 (includes employer taxes of $13,698 and $11,522, respectively). Brenda Buechler, former Chief Marketing Officer, earned a Salary of $132,807 and $106,123, respectively during the six months ended June 30, 2024, and 2023 (includes employer taxes of $14,297 and $11,123 respectively). Christoph Kraneiss, former Chief Commercial Officer, earned a Salary of $122,818 and $98,608, respectively during the six months ended June 30, 2024, and 2023 (includes employer taxes of $10,639 and $8,608, respectively). During the six months ended June 30, 2024, and 2023, the company issued the following stock options to related parties: On March 1, 2024, the Company granted 80,000 stock options to directors of the company with a contractual life of 10 years and exercise price of $1.00 per share of common stock. These stock options were valued at $45,986 using the Black-Scholes Option Pricing Model. The options vest 25% on the first anniversary of the grant date and the remaining 75% vest evenly over 36 months thereafter. Details of the fair value granted to each related party in the current and prior periods, and the related expense recorded for the six months ended June 30, 2024, and 2023 is as follow: Six Months Six Months Fair Braeden Lichti, Former Chairman and President 1 $ (5,355 ) $ 3,927 $ 50,995 Graydon Bensler, CEO, CFO and Director 1,502 3,927 50,995 Jordan Plews, Director 1,502 3,927 50,995 Tim Sayed, Chief Medical Officer 1,502 3,927 50,995 Jeffrey Parry, Director 13,349 5,210 107,669 Crystal Muilenburg, Former Director 1 (41,668 ) 11,199 210,245 Julie Daley, Director 53,643 13,428 210,245 George Kovalyov, Director 10,308 - 52,845 Brenda Buechler, Former Chief Marketing Officer 1 (36,918 ) 41,426 143,671 Christoph Kraneiss, Former Chief Commercial Officer 1 (30,449 ) 35,384 121,243 $ (32,583 ) $ 122,355 $ 1,049,898 1 239,782 options of related parties were forfeited in the six months ended June 30, 2024 As of June 30, 2024, and December 31, 2023, the Company had $22,072 and $22,455, respectively due to companies controlled by Braeden Lichti, of which $22,072 and $22,455, respectively is unsecured, non-interest bearing and are due on demand. Additionally, the Company drew $50,000 on a line of credit provide by a company controlled by Braeden Lichti during the six months ended June 30, 2024. The line of credit incurs interest at a rate of 20% per annum on the outstanding principal. As of June 30, 2024, the Company had $56,127 (December 31, 2023 - $34,378) in consulting fees due to Graydon Bensler, CEO, CFO and Director, $45,143 (December 31, 2023 - $15,143) due to companies controlled by Braeden Lichti, and $ Nil Nil |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2024 | |
Commitments and Contingencies [Abstract] | |
Commitments and Contingencies | 15. Commitments and Contingencies There were no As of March 18, 2024, the Company has voluntarily stopped sale of its products in Canada following a communication from Health Canada regarding the way the Company’s products are marketed in Canada. The Company is working with Canadian regulatory and legal counsel to explore options to rectify the issues raised. On April 30, 2024, the Company’s appointed Canadian distributor terminated the existing distribution agreement. |
Concentrations
Concentrations | 6 Months Ended |
Jun. 30, 2024 | |
Concentrations [Abstract] | |
Concentrations | 16. Concentrations Customers For the six months ended June 30, 2024, the Company recorded 10% of its revenue from its largest customer. The Company’s largest customer, representing $120,000 of revenue, relates to sales to a distributor during the period. During the six months ended June 30, 2023, the Company recorded 16% of its revenue from its largest customer. The Company’s largest customer, representing $73,548 of revenue, relates to a distributor agreement. As of June 30, 2024 and December 31, 2023, the Company had $49 receivables due from these customers and $ Nil The Company expects its dependence on these major customers to decrease over time as it enters into additional distributor agreements and builds out its sales team. Suppliers During the six months ended June 30, 2024, and 2023, the Company had 3 key suppliers that represented approximately 66% and 3 key suppliers that represented approximately 65%, respectively, of the cost incurred in the purchase and production of inventory. The table below represents a breakdown of each supplier as a percentage of the cost incurred (Suppliers are shown from largest to smallest and does not necessarily represent the same suppliers period over period): Six Months Six Months Supplier 1 28 % 33 % Supplier 2 26 % 24 % Supplier 3 12 % 8 % 66 % 65 % The Company continually evaluates the performance of its suppliers and the availability of alternatives to substitute or supplement its inventory production supply chain. The Company believes that a breakdown in supply from one of its key suppliers would be overcome in a short amount of time given the availability of alternatives. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2024 | |
Subsequent Events [Abstract] | |
Subsequent Events | 17. Subsequent Events Management has evaluated events subsequent to the year ended June 30, 2024, up to August 14, 2024, for transactions and other events that may require adjustment of and/or disclosure in the consolidated financial statements. Securities Purchase Agreement and Notes On July 31, 2024, the Company entered into a securities purchase agreement (the “Securities Purchase Agreement”) with certain investors (the “Purchasers”) pursuant to which the Company sold, in a private placement (the “Private Placement”), notes with an aggregate principal amount of $1,150,000 (the “Notes”), with an original issue discount of $150,000. As consideration for entering into the Securities Purchase Agreement, the Company issued a total of 1,299,999 shares of common stock of the Company (the “Shares”) to the Purchasers on August 2, 2024 (the “Closing Date”). Pursuant to the Securities Purchase Agreement, the Company covenanted and agreed to prepare and file a registration statement in connection with a public offering (the “Registration Statement”) within fifteen (15) days of the Closing Date. The Company agreed to include a resale prospectus in such Registration Statement providing for the resale by the Purchasers of the Shares, cause the Registration Statement to become effective within sixty (60) days following the initial filing of the Registration Statement and keep the Registration Statement effective at all times until no Purchaser owns any Shares. In addition, from the Closing Date until twelve (12) months after the Closing Date, upon any issuance by the Company of common stock or common stock equivalents for cash consideration (“Subsequent Financing”) other than in connection with a Regulation A+ offering under the Securities Act of 1933, as amended, each Purchaser shall have the right to participate in up to an amount of such Subsequent Financing equal to twenty percent (20%) of the Subsequent Financing on the same terms, conditions and price provided in the Subsequent Financing. In connection with transactions contemplated by the Securities Purchase Agreement, the Company, including its subsidiaries, entered into a guarantee agreement, in which the Company agreed to guarantee the payment of all obligations under the Notes. The Company issued the Notes dated as of July 31, 2024 to the Purchasers on the Closing Date. The Notes will mature 90 days from July 31, 2024 and do not bear interest unless an event of default occurs, which interest rate will be 14% during the period the event of default is occurring. In addition, if an event of default occurs, the Purchasers have the option to require the Company to redeem all or any portion of the Notes. While the Notes are outstanding, the Company agreed to, among other things, neither declare or pay any cash dividend or distribution on any equity interest of the Company nor incur or guarantee to exist certain types of indebtedness nor enter into any transaction or series of related transactions with any affiliate except in connection with a reorganization or in the ordinary course of business. The Company may repay all and in part of the Note Amount by paying 100% of the Note Amount then being prepaid. Consideration Payable On July 9, 2024, the Company amended the payments terms of the consideration payable for License #1 with regards to the $350,000 payment. The payment is now due on March 15, 2025 (Note 8). Issuance of common shares On August 1, 2024, the Company issued 612,500 shares to a consultant in relation to the acquisition of the License #2 IPR&D asset (Note 8). |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Pay vs Performance Disclosure | ||||
Net Income (Loss) | $ (1,412,491) | $ (1,279,858) | $ (2,809,741) | $ (2,360,554) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Jun. 30, 2024 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Rule 10b5-1 Arrangement Modified | false |
Non-Rule 10b5-1 Arrangement Modified | false |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 6 Months Ended |
Jun. 30, 2024 | |
Summary of Significant Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation These unaudited condensed consolidated financial statements have been prepared in accordance with rules and regulations of the Securities and Exchange Commission (“SEC”) and generally accepted accounting principles in the United States (“U.S. GAAP”) for interim financial information and are expressed in United States dollars. Accordingly, the unaudited condensed consolidated financial statements do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, we have included all adjustments considered necessary for a fair presentation and such adjustments are of a normal recurring nature. These unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements for the years ended December 31, 2023, and 2022. The results of operations for the six months ended June 30, 2024, are not necessarily indicative of the results to be expected for the full fiscal year ending December 31, 2024. |
Principles of Consolidation | Principles of Consolidation The unaudited condensed consolidated financial statements include the account of Elevai, and its 100% owned subsidiaries, Elevai Research, Skincare, and Bio Sciences. All intercompany accounts, transactions and profits were eliminated in the unaudited condensed consolidated financial statements. |
Use of Estimates | Use of Estimates The preparation of the unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to revenue recognition, the collectability of receivables, valuation of inventory, fair value of derivative liabilities and stock options, useful lives and recoverability of long-lived assets, and deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgements about the carrying value of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from those estimates. Estimates and assumptions are reviewed periodically, and the effects of revisions are reflected in the unaudited condensed consolidated financial statements in the period they are determined. |
Foreign Currency Translation | Foreign Currency Translation The Company’s functional and reporting currency is the U.S. dollar. The functional currency of Elevai Research is the Canadian dollar. Monetary assets and liabilities denominated in foreign currencies are translated using the exchange rate prevailing at the balance sheet date. Non-monetary assets, liabilities, and items recorded in income arising from transactions denominated in foreign currencies are translated at rates of exchange in effect at the date of the transaction. Gains and losses arising on translation or settlement of foreign currency denominated transactions or balances are included in the determination of income. The accounts of Elevai Research are translated to U.S. dollars using the current rate method. Accordingly, assets and liabilities are translated into U.S. dollars at the period-end exchange rate while revenues and expenses are translated at the average exchange rates during the period. Related exchange gains and losses are included in a separate component of stockholders’ equity as accumulated other comprehensive income (loss). |
Intangible Asset | Intangible Asset In accordance with ASC 350 “Intangibles—Goodwill and Other”, intangible assets are recorded at cost less accumulated amortization. They are depreciated using the straight-line method over their estimated useful lives, which reflect the period over which economic benefits are expected to be realized. In accordance with ASC 730 “Research and development costs”, an acquired in-process researched and development (“IPR&D”) intangible asset with an alternative future use is capitalized, in accordance with ASC 350 and amortized over its useful life. Although IPR&D assets are likely to be finite-lived, amortization does not begin until the research and development projects are completed. In accordance with the IPR&D asset purchase agreement, the Company is required to meet development milestones starting with the initiation of a pre-clinical IND-enabling study within 2 years of the acquisition date, and ending with obtaining marketing approval from the FDA within 9 years of the acquisition date. Management assesses impairment indicators at each reporting period end. The estimated useful lives of intangible assets are generally as follows: License #1 10-year straight-line License #2 IPR&D project not yet complete |
New Accounting Standards | New Accounting Standards Recently Adopted Accounting Standards In March 2022, the FASB issued ASU 2022-02, ASC Subtopic 326 “Credit Losses”: Troubled Debt Restructurings and Vintage Disclosures. Since the issuance of Accounting Standards Update No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, the Board has provided resources to monitor and assist stakeholders with the implementation of Topic 326. Post-Implementation Review (PIR) activities have included forming a Credit Losses Transition Resource Group, conducting outreach with stakeholders of all types, developing educational materials and staff question-and-answer guidance, conducting educational workshops, and performing an archival review of financial reports. ASU No. 2022-02 is effective for annual and interim periods beginning after December 15, 2022. The adoption of this standard did not have a significant impact on the Company’s unaudited condensed consolidated financial statements. In June 2022, the FASB issued ASU 2022-03, ASC Subtopic 820 “Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions”. The FASB is issuing this Update (1) to clarify the guidance in Topic 820, Fair Value Measurement, when measuring the fair value of an equity security subject to contractual restrictions that prohibit the sale of an equity security, (2) to amend a related illustrative example, and (3) to introduce new disclosure requirements for equity securities subject to contractual sale restrictions that are measured at fair value in accordance with Topic 820. Stakeholders asserted that the language in the illustrative example resulted in diversity in practice on whether the effects of a contractual restriction that prohibits the sale of an equity security should be considered in measuring that equity security’s fair value. Some stakeholders apply a discount to the price of an equity security subject to a contractual sale restriction, whereas other stakeholders consider the application of a discount to be inappropriate under the principles of Topic 820. For public business entities, the amendments in this Update are effective for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. The adoption of this standard did not have a significant impact on the Company’s unaudited condensed consolidated financial statements. Recently Issued Accounting Standards The Company assesses the adoption impacts of recently issued, but not yet effective, accounting standards by the Financial Accounting Standards Board on the Company’s unaudited condensed consolidated financial statements. There are no recently issued accounting standards which may have effect on the Company’s unaudited condensed consolidated financial statements |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Summary of Significant Accounting Policies [Abstract] | |
Schedule of Estimated Useful Lives of Intangible Assets | The estimated useful lives of intangible assets are generally as follows: License #1 10-year straight-line License #2 IPR&D project not yet complete |
Receivables (Tables)
Receivables (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Receivables [Abstract] | |
Schedule of Receivables | As of June 30, 2024, receivables consisted of the following: June 30, December 31, Trade receivable $ 20,709 $ 33,089 Sales taxes receivable 8,361 3,072 $ 29,070 $ 36,161 |
Prepaids and Deposits (Tables)
Prepaids and Deposits (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Prepaids and Deposits [Abstract] | |
Schedule of Prepaid and Deposits | As of June 30, 2024, and December 31, 2023, prepaid and deposits consisted of the following: June 30, December 31, Prepaid expenses $ 888,129 $ 957,645 Deposits 46,088 113,893 $ 934,217 $ 1,071,538 Prepaids and deposits - current 923,444 1,060,765 Deposits- non-current 10,773 10,773 |
Inventory (Tables)
Inventory (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Inventory [Abstract] | |
Schedule of Inventory | As of June 30, 2024, and December 31, 2023, inventory consisted of the following: June 30, December 31, Raw materials $ 474,124 $ 279,514 Work in progress 290,080 147,906 Finished goods 214,344 68,247 $ 978,548 $ 495,667 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Property and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and Equipment Equipment Furniture Computers Total Cost Balance, December 31, 2022 $ 50,516 $ 8,365 $ 2,759 $ 61,640 Additions 2,658 8,533 - 11,191 Disposal - Foreign currency translation 61 61 Balance, December 31, 2023 $ 53,174 $ 16,898 $ 2,820 $ 72,892 Additions 9,160 - - 9,160 Foreign currency translation - - (87 ) (87 ) Balance, June 30, 2024 $ 62,334 $ 16,898 $ 2,733 $ 81,965 Accumulated depreciation Balance, December 31, 2022 $ 7,052 $ 548 $ 505 $ 8,105 Depreciation 8,680 2,414 555 11,649 Foreign currency translation 19 19 Balance, December 31, 2023 $ 15,732 $ 2,962 $ 1,079 $ 19,773 Depreciation 4,994 1,207 276 6,478 Foreign currency translation - - (36 ) (36 ) Balance, June 30, 2024 $ 20,727 $ 4,169 $ 1,318 $ 26,214 Net book value December 31, 2023 $ 37,442 $ 13,936 $ 1,741 $ 53,119 June 30, 2024 $ 41,607 $ 12,729 $ 1,415 $ 55,751 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Intangible Assets [Abstract] | |
Schedule of the Black-Scholes Option Pricing Model | The following assumptions were used in the Black-Scholes option pricing model: Initial Risk-free interest rate 5.12-5.44 % Expected life 0.5-1 years Expected dividend rate 0.00 % Expected volatility 100 % |
Schedule of Intangible Assets | The cost of License #2 IPR&D asset will be $2,023,097, which is the fair value of the consideration paid on initial recognition License #1 License #2 Total Cost Balance, December 31, 2023 $ - - - Additions 861,452 2,023,097 2,884,549 Balance, June 30, 2024 $ 861,452 2,023,097 2,884,549 Accumulated depreciation Balance, December 31, 2023 $ - - - Additions 39,483 - 39,483 Balance, June 30, 2024 $ 39,483 - 39,483 Net Book value – June 30, 2024 $ 821,969 2,023,097 2,845,066 |
Operating Lease (Tables)
Operating Lease (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Operating Lease [Abstract] | |
Schedule of Lease Cost | The lease cost has been allocated as follows based on the square footage of each property location. June 30, June 30, Office space, recorded in office and administration $ 60,575 $ 44,353 Lab space, recorded in research and development 11,928 16,613 Lab space, capitalized to production of inventory 6,978 2,293 $ 79,481 $ 63,259 |
Schedule of Future Minimum Lease Payments | Future minimum lease payments under the Company’s operating lease that has an initial noncancelable lease term in excess of one year at March 31, 2024, are as follows: As of March 31, 2024 Total 2024 80,861 2025 67,384 Thereafter - 148,245 Less: Imputed interest (8,182 ) Operating lease liability 140,063 Operating lease lability – current 140,063 Operating lease lability – non-current $ - |
Accounts Payable and Accrued _2
Accounts Payable and Accrued Liabilities (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Accounts Payable and Accrued Liabilities [Abstract] | |
Schedule of Accounts Payable and Accrued Liabilities | As of June 30, 2024, and December 31, 2023, accounts payable and accrued liabilities consisted of the following: June 30, December 31, Accounts payable $ 1,140,634 $ 596,147 Accrued liabilities 40,807 73,228 $ 1,181,441 $ 669,375 |
Consideration Payable (Tables)
Consideration Payable (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Consideration Payable [Abstract] | |
Schedule of Consideration Payable | Consideration Outstanding, December 31, 2023 $ - Additions 861,452 Payment (50,000 ) Accretion expense 42,312 Outstanding, June 30, 2024 $ 853,764 Consideration payable – current 348,403 Consideration payable – non-current $ 505,361 |
Derivative Liabilities (Tables)
Derivative Liabilities (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Derivative Liabilities (Tables) [Line Items] | |
Schedule of Common Stock Purchase Derivative Liability Warrants | A continuity of the Company’s common stock purchase derivative liability warrants is as follows: Derivative Outstanding, December 31, 2022 $ 68,455 Addition of new derivatives during IPO 229,437 Change in fair value of derivative liabilities 71,266 Outstanding, December 31, 2023 $ 369,158 Change in fair value of derivative liabilities (301,803 ) Outstanding, June 30, 2024 $ 67,355 |
Schedule of Black-Scholes Option Pricing Model | The following assumptions were used in the Black-Scholes option pricing model: Initial Risk-free interest rate 5.12-5.44 % Expected life 0.5-1 years Expected dividend rate 0.00 % Expected volatility 100 % |
Derivative liabilities [Member] | |
Derivative Liabilities (Tables) [Line Items] | |
Schedule of Black-Scholes Option Pricing Model | The following assumptions were used in the Black-Scholes option pricing model: June 30, December 31, November 21, December 31, July 15, Risk-free interest rate 4.33 - 4.52 % 3.84 - 4.01 % 4.41 % 4.73 % 3.12 % Expected life 1 2.82 – 4.40 years 3.32 – 4.90 years 5 years 0.75 years 0.6 years Expected dividend rate 0 % 0 % 0.00 % 0.00 % 0.00 % Expected volatility 100 % 100 % 100 % 100 % 100 % 1 On April 28, 2023, the Company amended the warrant agreements for the 231,828 derivative liability warrants outstanding. The amendment removed the clause to automatically convert warrants to shares on IPO date and all warrants were given an expiry date of April 27, 2027. This led to an increase in the expected life input in the Black-Scholes model as of December 31, 2023, compared to December 31, 2022, when the Company used the expected IPO date to calculate the expected life of the warrants. |
Schedule of Derivative Liability Warrants Outstanding | As of June 30, 2024, the following warrants were outstanding: Outstanding Expiry date 1 Weighted average 75,840 April 27, 2027 2.01 63,037 April 27, 2027 2.01 80,388 April 27, 2027 2.01 12,563 April 27, 2027 2.01 75,000 November 21, 2028 4.00 306,828 2.49 1 On April 28, 2023, the Company amended the warrant agreements for the 231,828 derivative liability warrants outstanding. The amendment removed the clause to automatically convert warrants to shares on IPO date and all warrants were given an expiry date of April 27, 2027. This led to an increase in the expected life input in the Black-Scholes model as of December 31, 2023, compared to December 31, 2022, when the Company used the expected IPO date to calculate the expected life of the warrants. |
Equity (Tables)
Equity (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Equity (Tables) [Line Items] | |
Schedule of Equity Warrants | As of June 30, 2024, and December 31, 2023, the following equity warrants were outstanding: Outstanding Expiry date Weighted average 250,000 August 28, 2026 3.00 99,998 March 12, 2027 3.00 349,998 3.00 |
Schedule of Black-Scholes Option Pricing Model | The following assumptions were used in the Black-Scholes option pricing model: Initial Risk-free interest rate 5.12-5.44 % Expected life 0.5-1 years Expected dividend rate 0.00 % Expected volatility 100 % |
Schedule of Stock Options | The continuity of stock options for the six months ended June 30, 2024, and December 31, 2023, is summarized below: Number of Weighted Outstanding, December 31, 2022 1,366,167 1.08 Granted 234,000 5.00 Forfeited (14,583 ) 0.60 Exercised (62,500 ) 0.60 Outstanding, December 31, 2023 1,523,084 1.71 Granted 92,500 1.54 Forfeited (266,605 ) 2.54 Exercised - - Outstanding, June 30, 2024 1,348,979 1.53 |
Schedule of Right To Purchase One Common Stock Option Held | As of June 30, 2024, the following options were outstanding, entitling the holders thereof the right to purchase one common stock for each option held as follows: Outstanding Vested Expiry date Weighted average 812,510 718,932 February 8, 2031 0.60 35,417 35,417 February 27, 2031 0.60 25,833 23,542 April 25, 2032 0.60 16,000 8,000 June 1, 2032 1.34 52,708 52,708 July 1, 2032 1.34 45,833 45,833 August 8, 2032 1.34 16,000 7,000 September 30, 2032 1.34 80,000 35,000 September 30, 2032 5.00 10,000 4,167 October 15, 2032 1.34 5,000 1,979 November 1, 2032 5.00 7,500 7,500 December 12, 2032 5.00 10,000 3,333 February 1, 2033 5.00 50,000 13,542 April 16, 2033 5.00 80,000 23,333 May 5, 2033 5.00 10,000 2,500 June 27, 2033 5.00 678 678 July 10, 2033 5.00 1,500 - July 1, 2033 5.00 5,000 - January 17, 2034 5.00 5,000 - February 12, 2034 5.00 80,000 - March 5, 2034 1.00 1,348,979 983,464 1.00 |
Equity Option [Member] | |
Equity (Tables) [Line Items] | |
Schedule of Black-Scholes Option Pricing Model | The following assumptions were used in the Black-Scholes option pricing model: June 30, December 31, Risk-free interest rate 3.95% - 4.19 % 3.39% -3.86 % Expected life 10 years 10 years Expected dividend rate 0.00 % 0.00 % Expected volatility 100 % 100 % Forfeiture rate 0.00 % 0.00 % |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Related Party Transactions [Line Items] | |
Schedule of Fair Value of the Options Granted to Each Individual and the Related Expense | Remuneration attributed to key management personnel are summarized as follows: Three months Three months Six months Six months Consulting fees $ 80,000 40,288 160,833 91,538 Salaries 170,641 159,814 377,656 316,253 Share-based compensation (54,859 ) 75,369 (32,583 ) 122,355 $ 195,782 275,471 505,907 530,146 |
Related Party [Member] | |
Related Party Transactions [Line Items] | |
Schedule of Fair Value of the Options Granted to Each Individual and the Related Expense | Details of the fair value granted to each related party in the current and prior periods, and the related expense recorded for the six months ended June 30, 2024, and 2023 is as follow: Six Months Six Months Fair Braeden Lichti, Former Chairman and President 1 $ (5,355 ) $ 3,927 $ 50,995 Graydon Bensler, CEO, CFO and Director 1,502 3,927 50,995 Jordan Plews, Director 1,502 3,927 50,995 Tim Sayed, Chief Medical Officer 1,502 3,927 50,995 Jeffrey Parry, Director 13,349 5,210 107,669 Crystal Muilenburg, Former Director 1 (41,668 ) 11,199 210,245 Julie Daley, Director 53,643 13,428 210,245 George Kovalyov, Director 10,308 - 52,845 Brenda Buechler, Former Chief Marketing Officer 1 (36,918 ) 41,426 143,671 Christoph Kraneiss, Former Chief Commercial Officer 1 (30,449 ) 35,384 121,243 $ (32,583 ) $ 122,355 $ 1,049,898 1 239,782 options of related parties were forfeited in the six months ended June 30, 2024 |
Concentrations (Tables)
Concentrations (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Concentrations [Abstract] | |
Schedule of Suppliers Percentage of Cost | The table below represents a breakdown of each supplier as a percentage of the cost incurred (Suppliers are shown from largest to smallest and does not necessarily represent the same suppliers period over period): Six Months Six Months Supplier 1 28 % 33 % Supplier 2 26 % 24 % Supplier 3 12 % 8 % 66 % 65 % |
Organization and Nature of Op_2
Organization and Nature of Operations (Details) | Jun. 09, 2020 |
Elevai Labs Inc. [Member] | |
Organization and Nature of Operations [Line Items] | |
Owned subsidiary percentage | 100% |
Going Concern (Details)
Going Concern (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Going Concern [Abstract] | |||||
Net working capital | $ 95,872 | $ 95,872 | $ 3,622,091 | ||
Accumulated deficit | (9,833,631) | (9,833,631) | $ (7,023,890) | ||
Net loss | $ (1,412,491) | $ (1,279,858) | (2,809,741) | $ (2,360,554) | |
Cash flows for operating activities | $ (3,104,757) | $ (1,654,262) |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) | Jun. 30, 2024 |
Prinicipal of Consolidation [Member] | |
Summary of Significant Accounting Policies [Line Items] | |
Owners percentage | 100% |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Schedule of Estimated Useful Lives of Intangible Assets - License #2 [Member] | 6 Months Ended |
Jun. 30, 2024 | |
Schedule of Estimated Useful Lives of Intangible Assets [Line Items] | |
License #1 | 10 years |
License #2 | IPR&D project not yet complete |
Receivables (Details)
Receivables (Details) - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 |
Receivables [Abstract] | ||
Provision for doubtful accounts |
Receivables (Details) - Schedul
Receivables (Details) - Schedule of Receivables - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 |
Receivables [Abstract] | ||
Trade receivable | $ 20,709 | $ 33,089 |
Sales taxes receivable | 8,361 | 3,072 |
Total | $ 29,070 | $ 36,161 |
Prepaids and Deposits (Details)
Prepaids and Deposits (Details) - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 |
Prepaids and Deposits [Abstract] | ||
Long term lease | $ 10,773 | $ 10,773 |
Prepaids and Deposits (Detail_2
Prepaids and Deposits (Details) - Schedule of Prepaid and Deposits - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 |
Schedule of Prepaid And Deposits [Abstract] | ||
Prepaid expenses | $ 888,129 | $ 957,645 |
Deposits | 46,088 | 113,893 |
Prepaid and deposits | 934,217 | 1,071,538 |
Prepaids and deposits - current | 923,444 | 1,060,765 |
Deposits- non-current | $ 10,773 | $ 10,773 |
Inventory (Details)
Inventory (Details) - USD ($) | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Inventory [Abstract] | |||
Cost of sales | $ 152,559 | $ 73,896 | |
Marketing and promotion | 92,907 | $ 64,718 | |
Allowance for inventory |
Inventory (Details) - Schedule
Inventory (Details) - Schedule of Inventory - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 |
Schedule of Inventory [Abstract] | ||
Raw materials | $ 474,124 | $ 279,514 |
Work in progress | 290,080 | 147,906 |
Finished goods | 214,344 | 68,247 |
Total inventory | $ 978,548 | $ 495,667 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) | Jun. 30, 2024 | Jun. 30, 2023 |
Property and Equipment [Abstract] | ||
Capitalized depreciation | $ 1,384 | $ 440 |
Property and Equipment (Detai_2
Property and Equipment (Details) - Schedule of Property and Equipment - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 | Dec. 31, 2023 | |
Cost | ||
Cost, Balance beginning | $ 72,892 | $ 61,640 |
Cost, Additions | 9,160 | 11,191 |
Cost, Disposal | ||
Cost, Foreign currency translation | (87) | 61 |
Cost, Balance ending | 81,965 | 72,892 |
Accumulated depreciation | ||
Accumulated depreciation, Balance beginning | 19,773 | 8,105 |
Depreciation | 6,478 | 11,649 |
Accumulated depreciation, Foreign currency translation | (36) | 19 |
Accumulated depreciation, Balance ending | 26,214 | 19,773 |
Net book value | 55,751 | 53,119 |
Equipment [Member] | ||
Cost | ||
Cost, Balance beginning | 53,174 | 50,516 |
Cost, Additions | 9,160 | 2,658 |
Cost, Foreign currency translation | ||
Cost, Balance ending | 62,334 | 53,174 |
Accumulated depreciation | ||
Accumulated depreciation, Balance beginning | 15,732 | 7,052 |
Depreciation | 4,994 | 8,680 |
Accumulated depreciation, Foreign currency translation | ||
Accumulated depreciation, Balance ending | 20,727 | 15,732 |
Net book value | 41,607 | 37,442 |
Furniture and Fixtures [Member] | ||
Cost | ||
Cost, Balance beginning | 16,898 | 8,365 |
Cost, Additions | 8,533 | |
Cost, Foreign currency translation | ||
Cost, Balance ending | 16,898 | 16,898 |
Accumulated depreciation | ||
Accumulated depreciation, Balance beginning | 2,962 | 548 |
Depreciation | 1,207 | 2,414 |
Accumulated depreciation, Foreign currency translation | ||
Accumulated depreciation, Balance ending | 4,169 | 2,962 |
Net book value | 12,729 | 13,936 |
Computers [Member] | ||
Cost | ||
Cost, Balance beginning | 2,820 | 2,759 |
Cost, Additions | ||
Cost, Foreign currency translation | (87) | 61 |
Cost, Balance ending | 2,733 | 2,820 |
Accumulated depreciation | ||
Accumulated depreciation, Balance beginning | 1,079 | 505 |
Depreciation | 276 | 555 |
Accumulated depreciation, Foreign currency translation | (36) | 19 |
Accumulated depreciation, Balance ending | 1,318 | 1,079 |
Net book value | $ 1,415 | $ 1,741 |
Intangible Assets (Details)
Intangible Assets (Details) - USD ($) | 6 Months Ended | |||||||
Feb. 02, 2025 | Nov. 01, 2024 | Aug. 02, 2024 | Aug. 01, 2024 | May 03, 2024 | Jan. 15, 2024 | Jun. 30, 2024 | Dec. 31, 2023 | |
Intangible Assets [Line Items] | ||||||||
Intangible assets term | 10 years | |||||||
Purchase price | $ 1,000,000 | |||||||
Intangible asset payable | 600,000 | |||||||
Intangible assets | $ 2,884,549 | |||||||
Consideration paid | $ 400,000 | |||||||
Common shares (in Shares) | 950,000 | |||||||
Common shares value | $ 492,850 | |||||||
Fair value adjustment | $ 173,100 | |||||||
Shares were fully vested (in Shares) | 612,500 | 2,450,000 | ||||||
Consideration Payable [Member] | ||||||||
Intangible Assets [Line Items] | ||||||||
Interest rate of percentage | 11.75% | |||||||
July 15, 2024 [Member] | ||||||||
Intangible Assets [Line Items] | ||||||||
Intangible asset payable | 350,000 | |||||||
Pharmaceutical [Member] | ||||||||
Intangible Assets [Line Items] | ||||||||
Fair value adjustment | $ 599,863 | |||||||
Legal fees | 12,320 | |||||||
Acquiring license | $ 1,117,771 | |||||||
License [Member] | ||||||||
Intangible Assets [Line Items] | ||||||||
Intangible assets term | 10 years | |||||||
Intangible asset payable | $ 50,000 | |||||||
Intangible assets | $ 861,452 | |||||||
License [Member] | Consideration Payable [Member] | ||||||||
Intangible Assets [Line Items] | ||||||||
Interest rate of percentage | 11.75% | |||||||
License #2 (IPR&D asset) [Member] | ||||||||
Intangible Assets [Line Items] | ||||||||
Intangible assets | $ 2,023,097 | |||||||
Subsequent Event [Member] | ||||||||
Intangible Assets [Line Items] | ||||||||
Common shares (in Shares) | 1,299,999 | |||||||
Shares were fully vested (in Shares) | 612,500 | |||||||
Forecast [Member] | ||||||||
Intangible Assets [Line Items] | ||||||||
Shares were fully vested (in Shares) | 612,500 | 612,500 |
Intangible Assets (Details) - S
Intangible Assets (Details) - Schedule of the Black-Scholes Option Pricing Model - Finite-Lived Intangible Assets [Member] | 6 Months Ended |
Jun. 30, 2024 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Expected dividend rate | 0% |
Expected volatility | 100% |
Minimum [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Risk-free interest rate | 5.12% |
Expected life | 6 months |
Maximum [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Risk-free interest rate | 5.44% |
Expected life | 1 year |
Intangible Assets (Details) -_2
Intangible Assets (Details) - Schedule of Intangible Assets - USD ($) | 6 Months Ended | |
Jun. 30, 2024 | Dec. 31, 2023 | |
Cost | ||
Balance, December 31, 2023 | ||
Additions | 2,884,549 | |
Balance, March 31, 2024 | 2,884,549 | |
Accumulated depreciation | ||
Balance, December 31, 2023 | ||
Additions | 39,483 | |
Balance, March 31, 2024 | 39,483 | |
Net Book value – March 31, 2024 | 2,845,066 | |
License [Member] | ||
Cost | ||
Balance, December 31, 2023 | ||
Additions | 861,452 | |
Balance, March 31, 2024 | 861,452 | |
Accumulated depreciation | ||
Balance, December 31, 2023 | ||
Additions | 39,483 | |
Balance, March 31, 2024 | 39,483 | |
Net Book value – March 31, 2024 | 821,969 | |
License #2 (IPR&D asset) [Member] | ||
Cost | ||
Balance, December 31, 2023 | ||
Additions | 2,023,097 | |
Balance, March 31, 2024 | 2,023,097 | |
Accumulated depreciation | ||
Balance, December 31, 2023 | ||
Additions | ||
Balance, March 31, 2024 | ||
Net Book value – March 31, 2024 | $ 2,023,097 |
Operating Lease (Details)
Operating Lease (Details) - USD ($) | 6 Months Ended | ||||
Jul. 03, 2023 | Jul. 01, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Operating Lease [Line Items] | |||||
Rent increased | $ 13,476.75 | ||||
Increase lease liability | $ 47,986 | ||||
Operating lease | $ 79,481 | $ 63,259 | |||
Security deposit | $ 10,773 | $ 10,773 | |||
Discount rate of lease liability | 11.50% | ||||
Percentage of discount rate | 8% | ||||
Remaining lease term | 11 months 1 day | 1 year 5 months 1 day | |||
Minimum [Member] | |||||
Operating Lease [Line Items] | |||||
Rent increased | $ 10,773 | ||||
Maximum [Member] | |||||
Operating Lease [Line Items] | |||||
Rent increased | $ 13,477 |
Operating Lease (Details) - Sch
Operating Lease (Details) - Schedule of Lease Cost - USD ($) | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Schedule of Lease Cost [Abstract] | ||
Office space, recorded in office and administration | $ 60,575 | $ 44,353 |
Lab space, recorded in research and development | 11,928 | 16,613 |
Lab space, capitalized to production of inventory | 6,978 | 2,293 |
Operating lease | $ 79,481 | $ 63,259 |
Operating Lease (Details) - S_2
Operating Lease (Details) - Schedule of Future Minimum Lease Payments - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 |
Schedule of Future Minimum Lease Payments [Abstract] | ||
2024 | $ 80,861 | |
2025 | 67,384 | |
Thereafter | ||
Total lease payment | 148,245 | |
Less: Imputed interest | (8,182) | |
Operating lease liability | 140,063 | |
Operating lease lability – current | 140,063 | $ 145,000 |
Operating lease lability – non-current | $ 65,489 |
Accounts Payable and Accrued _3
Accounts Payable and Accrued Liabilities (Details) - Schedule of Accounts Payable and Accrued Liabilities - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 |
Schedule of Accounts Payable and Accrued Liabilities [Abstract] | ||
Accounts payable | $ 1,140,634 | $ 596,147 |
Accrued liabilities | 40,807 | 73,228 |
Total | $ 1,181,441 | $ 669,375 |
Consideration Payable (Details)
Consideration Payable (Details) - USD ($) | 6 Months Ended | |
Jan. 15, 2024 | Jun. 30, 2024 | |
Consideration Payable [Line Items] | ||
Fair value of payments | $ 950,000 | |
Discount on the consideration payable | $ 138,548 | |
Consideration Payable [Member] | ||
Consideration Payable [Line Items] | ||
Percentage of consideration payable | 11.75% |
Consideration Payable (Detail_2
Consideration Payable (Details) - Schedule of Consideration Payable - USD ($) | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Schedule of Consideration Payable [Abstract] | |||
Outstanding, December 31, 2023 | |||
Consideration payable – current | 348,403 | ||
Consideration payable – non-current | 505,361 | ||
Additions | 861,452 | ||
Payment | (50,000) | ||
Accretion expense | 42,312 | ||
Outstanding, June 30, 2024 | $ 853,764 |
Derivative Liabilities (Details
Derivative Liabilities (Details) - $ / shares | Nov. 21, 2023 | Jun. 30, 2024 | Dec. 31, 2023 | Apr. 28, 2023 | Jul. 15, 2022 |
Derivative Liabilities [Line Items] | |||||
Warrants purchase | 231,828 | ||||
Warrant exercise price (in Dollars per share) | $ 2.01 | ||||
Price per share (in Dollars per share) | $ 4 | ||||
Warrants maturity date | Apr. 27, 2027 | ||||
Derivative liability warrants outstanding term | 2 years 3 months 25 days | 2 years 9 months 21 days | |||
Derivative liability warrants outstanding | 231,828 | ||||
IPO warrants [Member] | |||||
Derivative Liabilities [Line Items] | |||||
Warrants issued | 75,000 | ||||
Warrants maturity date | Nov. 21, 2028 | ||||
Derivative Liability Warrants [Member] | |||||
Derivative Liabilities [Line Items] | |||||
Derivative liability warrants outstanding term | 3 years 2 months 15 days | 3 years 8 months 15 days |
Derivative Liabilities (Detai_2
Derivative Liabilities (Details) - Schedule of Common Stock Purchase Derivative Liability Warrants - Warrant [Member] - USD ($) | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | |
Derivative [Line Items] | |||
Derivative liabilities outstanding, Ending balance | $ 67,355 | $ 369,158 | $ 68,455 |
Addition of new derivatives during IPO | 229,437 | ||
Change in fair value of derivative liabilities | $ (301,803) | $ 71,266 |
Derivative Liabilities (Detai_3
Derivative Liabilities (Details) - Schedule of Black-Scholes Option Pricing Model - Black-Scholes Option Pricing Model [Member] | 6 Months Ended | |||||
Dec. 31, 2023 | Nov. 21, 2023 | Dec. 31, 2022 | Jul. 15, 2022 | Jun. 30, 2024 | ||
Derivative Liabilities (Details) - Schedule of Black-Scholes Option Pricing Model [Line Items] | ||||||
Risk-free interest rate | 4.41% | 4.73% | 3.12% | |||
Expected life | [1] | 5 years | 9 months | 7 months 6 days | ||
Expected dividend rate | 0% | 0% | 0% | 0% | 0% | |
Expected volatility | 100% | 100% | 100% | 100% | 100% | |
Minimum [Member] | ||||||
Derivative Liabilities (Details) - Schedule of Black-Scholes Option Pricing Model [Line Items] | ||||||
Risk-free interest rate | 3.84% | 4.33% | ||||
Expected life | [1] | 3 years 3 months 25 days | 2 years 9 months 25 days | |||
Maximum [Member] | ||||||
Derivative Liabilities (Details) - Schedule of Black-Scholes Option Pricing Model [Line Items] | ||||||
Risk-free interest rate | 4.01% | 4.52% | ||||
Expected life | [1] | 4 years 10 months 24 days | 4 years 4 months 24 days | |||
[1]On April 28, 2023, the Company amended the warrant agreements for the 231,828 derivative liability warrants outstanding. The amendment removed the clause to automatically convert warrants to shares on IPO date and all warrants were given an expiry date of April 27, 2027. This led to an increase in the expected life input in the Black-Scholes model as of December 31, 2023, compared to December 31, 2022, when the Company used the expected IPO date to calculate the expected life of the warrants. |
Derivative Liabilities (Detai_4
Derivative Liabilities (Details) - Schedule of Derivative Liability Warrants Outstanding - Derivative Liability Warrants [Member] | 6 Months Ended | |
Jun. 30, 2024 $ / shares shares | ||
Schedule of Derivative Liability Warrants Outstanding [Line Items] | ||
Outstanding | shares | 306,828 | |
Weighted average exercise price | $ / shares | $ 2.49 | |
April 27, 2027 [Member] | ||
Schedule of Derivative Liability Warrants Outstanding [Line Items] | ||
Outstanding | shares | 75,840 | |
Expiry date | Apr. 27, 2027 | [1] |
Weighted average exercise price | $ / shares | $ 2.01 | |
April 27, 2027 [Member] | ||
Schedule of Derivative Liability Warrants Outstanding [Line Items] | ||
Outstanding | shares | 63,037 | |
Expiry date | Apr. 27, 2027 | [1] |
Weighted average exercise price | $ / shares | $ 2.01 | |
April 27, 2027 [Member] | ||
Schedule of Derivative Liability Warrants Outstanding [Line Items] | ||
Outstanding | shares | 80,388 | |
Expiry date | Apr. 27, 2027 | [1] |
Weighted average exercise price | $ / shares | $ 2.01 | |
April 27, 2027 [Member] | ||
Schedule of Derivative Liability Warrants Outstanding [Line Items] | ||
Outstanding | shares | 12,563 | |
Expiry date | Apr. 27, 2027 | [1] |
Weighted average exercise price | $ / shares | $ 2.01 | |
November 21, 2028 [Member] | ||
Schedule of Derivative Liability Warrants Outstanding [Line Items] | ||
Outstanding | shares | 75,000 | |
Expiry date | Nov. 21, 2028 | [1] |
Weighted average exercise price | $ / shares | $ 4 | |
[1]On April 28, 2023, the Company amended the warrant agreements for the 231,828 derivative liability warrants outstanding. The amendment removed the clause to automatically convert warrants to shares on IPO date and all warrants were given an expiry date of April 27, 2027. This led to an increase in the expected life input in the Black-Scholes model as of December 31, 2023, compared to December 31, 2022, when the Company used the expected IPO date to calculate the expected life of the warrants. |
Equity (Details)
Equity (Details) - USD ($) | 1 Months Ended | 2 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||||||||||
May 03, 2024 | Apr. 30, 2024 | Mar. 06, 2024 | Jun. 30, 2023 | May 15, 2023 | Apr. 14, 2023 | Mar. 02, 2023 | Feb. 01, 2023 | Jan. 06, 2023 | Jan. 31, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2024 | Mar. 31, 2023 | Jul. 15, 2022 | |
Equity [Line Items] | ||||||||||||||||||
Common stock, shares authorized | 300,000,000 | 300,000,000 | 300,000,000 | |||||||||||||||
Par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||||||
Common stock, shares outstanding | 18,892,115 | 18,892,115 | 17,329,615 | |||||||||||||||
Common stock, shares issued | 18,892,115 | 18,892,115 | 17,329,615 | |||||||||||||||
Recognized in equity (in Dollars) | $ 772,403 | $ 772,403 | ||||||||||||||||
Recognized share issued value (in Dollars) | $ 1,117,832 | |||||||||||||||||
Common stock additional paid in capital (in Dollars) | $ 1,117,771 | $ 492,850 | $ 293,579 | |||||||||||||||
Fully vested shares | 612,500 | 2,450,000 | ||||||||||||||||
Stock options, shares | 62,500 | |||||||||||||||||
Exercise price per share (in Dollars per share) | $ 1 | $ 5 | $ 5 | $ 0.6 | $ 5 | |||||||||||||
Common stock, value (in Dollars) | $ 37,500 | $ 1,889 | $ 1,889 | $ 1,733 | ||||||||||||||
Stock options value (in Dollars) | $ 52,845 | $ 10,767 | $ 16,178 | $ 584,787 | ||||||||||||||
Number of common stock purchase warrants | 250,000 | |||||||||||||||||
Number of stock issued | 950,000 | |||||||||||||||||
Exercisable price (in Dollars per share) | $ 2.01 | |||||||||||||||||
Warrants outstanding term | 2 years 3 months 25 days | 2 years 3 months 25 days | 2 years 9 months 21 days | |||||||||||||||
Granted stock options | 80,000 | 10,000 | 12,500 | 80,000 | 92,500 | 234,000 | ||||||||||||
Contractual life | 10 years | 10 years | ||||||||||||||||
Exercise price (in Dollars per share) | $ 5 | |||||||||||||||||
Percentage of option vesting for remaining period | 75% | 75% | ||||||||||||||||
Contractual life | 10 years | 10 years | 10 years | |||||||||||||||
Reissued options | 80,000 | |||||||||||||||||
Weighted average life of stock options outstanding | 7 years 4 months 9 days | 7 years 10 months 2 days | ||||||||||||||||
Share based compensation expense (in Dollars) | $ 10,484 | $ 185,068 | ||||||||||||||||
Equity interest [Member] | ||||||||||||||||||
Equity [Line Items] | ||||||||||||||||||
Equity interest | 50% | |||||||||||||||||
Warrant [Member] | ||||||||||||||||||
Equity [Line Items] | ||||||||||||||||||
Recognized share issued value (in Dollars) | $ 750,000 | |||||||||||||||||
Number of stock issued | 250,000 | |||||||||||||||||
Exercisable price (in Dollars per share) | $ 3 | |||||||||||||||||
Stock Options [Member] | ||||||||||||||||||
Equity [Line Items] | ||||||||||||||||||
Number of shares allocated | 1,734,188 | 1,734,188 | ||||||||||||||||
Granted stock options | 222,500 | |||||||||||||||||
Share-Based Payment Arrangement, Tranche One [Member] | ||||||||||||||||||
Equity [Line Items] | ||||||||||||||||||
Fully vested shares | 2,450,000 | |||||||||||||||||
Black-Scholes Option Pricing Model [Member] | ||||||||||||||||||
Equity [Line Items] | ||||||||||||||||||
Acquisition of common shares | 612,500 | |||||||||||||||||
Vesting percentage | 25% | 25% | ||||||||||||||||
Percentage of option vesting for remaining period | 75% | 75% | ||||||||||||||||
Independent Directors [Member] | ||||||||||||||||||
Equity [Line Items] | ||||||||||||||||||
Vesting percentage | 25% | 25% | ||||||||||||||||
Percentage of option vesting for remaining period | 75% | |||||||||||||||||
Common Stock [Member] | ||||||||||||||||||
Equity [Line Items] | ||||||||||||||||||
Common stock, shares authorized | 300,000,000 | 300,000,000 | 300,000,000 | |||||||||||||||
Par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||||||
Common stock, shares outstanding | 9,988,836 | 9,988,836 | 18,892,115 | 18,892,115 | 17,329,615 | 9,568,475 | 17,329,615 | 9,880,975 | ||||||||||
Common stock, shares issued | 10,000 | 97,681 | 250,000 | 62,500 | ||||||||||||||
Acquisition of common shares | 950,000 | 1,562,500 | 1,562,500 | |||||||||||||||
Recognized in equity (in Dollars) | $ 492,945 | $ 156 | $ 156 | |||||||||||||||
Recognized share issued value (in Dollars) | $ 62 | $ 95 | $ 1 | $ 10 | $ 25 | |||||||||||||
Common stock additional paid in capital (in Dollars) | $ 29,999 | |||||||||||||||||
Fully vested shares | 983,464 | |||||||||||||||||
Stock options value (in Dollars) | $ 6 | |||||||||||||||||
Additional Paid-in Capital [Member] | ||||||||||||||||||
Equity [Line Items] | ||||||||||||||||||
Recognized in equity (in Dollars) | $ 772,247 | $ 772,247 | ||||||||||||||||
Recognized share issued value (in Dollars) | $ 749,975 | |||||||||||||||||
Stock options value (in Dollars) | $ 37,494 | |||||||||||||||||
Preferred Stock [Member] | ||||||||||||||||||
Equity [Line Items] | ||||||||||||||||||
Preferred stock shares authorized | 75,000,000 | 75,000,000 | ||||||||||||||||
Series A preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||||||
Preferred stock, shares outstanding | ||||||||||||||||||
Preferred stock, shares issued | ||||||||||||||||||
Office and Administration [Member] | ||||||||||||||||||
Equity [Line Items] | ||||||||||||||||||
Share based compensation expense (in Dollars) | $ 7,875 | $ 2,609 | ||||||||||||||||
Research and Development Expense [Member] | ||||||||||||||||||
Equity [Line Items] | ||||||||||||||||||
Share based compensation expense (in Dollars) | $ 178,735 | $ 6,333 | ||||||||||||||||
Common Stock [Member] | ||||||||||||||||||
Equity [Line Items] | ||||||||||||||||||
Number of stock issued | 250,000 |
Equity (Details) - Schedule of
Equity (Details) - Schedule of Equity Warrants - Warrant [Member] | 6 Months Ended |
Jun. 30, 2024 $ / shares shares | |
Schedule of Warrant Outstanding [Line Items] | |
Outstanding | shares | 349,998 |
Weighted average exercise price | $ / shares | $ 3 |
August 28 2026 [Member] | |
Schedule of Warrant Outstanding [Line Items] | |
Outstanding | shares | 250,000 |
Expiry date | Aug. 28, 2026 |
Weighted average exercise price | $ / shares | $ 3 |
March 12 2027 [Member] | |
Schedule of Warrant Outstanding [Line Items] | |
Outstanding | shares | 99,998 |
Expiry date | Mar. 12, 2027 |
Weighted average exercise price | $ / shares | $ 3 |
Equity (Details) - Schedule o_2
Equity (Details) - Schedule of Black-Scholes Option Pricing Model | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 | Dec. 31, 2023 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Expected life | 10 years | 10 years |
Expected dividend rate | 0% | 0% |
Expected volatility | 100% | 100% |
Forfeiture rate | 0% | 0% |
Minimum [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Risk-free interest rate | 3.95% | 3.39% |
Maximum [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Risk-free interest rate | 4.19% | 3.86% |
Equity (Details) - Schedule o_3
Equity (Details) - Schedule of Stock Options - $ / shares | 1 Months Ended | 2 Months Ended | 6 Months Ended | 12 Months Ended | ||
Mar. 06, 2024 | Feb. 01, 2023 | Jan. 31, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Dec. 31, 2023 | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options [Abstract] | ||||||
Outstanding, Number of stock options beginning | 1,523,084 | 1,523,084 | 1,366,167 | |||
Outstanding, Weighted average exercise price beginning | $ 1.71 | $ 1.71 | $ 1.08 | |||
Granted, Number of stock options | 80,000 | 10,000 | 12,500 | 80,000 | 92,500 | 234,000 |
Granted, Weighted average exercise price | $ 1.54 | $ 5 | ||||
Forfeited, Number of stock options | (266,605) | (14,583) | ||||
Forfeited, Weighted average exercise price | $ 2.54 | $ 0.6 | ||||
Exercised, Number of stock options | (62,500) | |||||
Exercised, Weighted average exercise price | $ 0.6 | |||||
Outstanding, Number of stock options ending | 1,348,979 | 1,523,084 | ||||
Outstanding, Weighted average exercise price ending | $ 1.53 | $ 1.71 |
Equity (Details) - Schedule o_4
Equity (Details) - Schedule of Right To Purchase One Common Stock Option Held - Common Stock [Member] | 6 Months Ended |
Jun. 30, 2024 $ / shares shares | |
Schedule of Right To Purchase One Common Stock Option Held [Line Items] | |
Outstanding | 1,348,979 |
Vested | 983,464 |
Weighted average exercise price ($) (in Dollars per share) | $ / shares | $ 1 |
Stock Option One [Member] | |
Schedule of Right To Purchase One Common Stock Option Held [Line Items] | |
Outstanding | 812,510 |
Vested | 718,932 |
Expiry date | Feb. 08, 2031 |
Weighted average exercise price ($) (in Dollars per share) | $ / shares | $ 0.6 |
Stock Option Two [Member] | |
Schedule of Right To Purchase One Common Stock Option Held [Line Items] | |
Outstanding | 35,417 |
Vested | 35,417 |
Expiry date | Feb. 27, 2031 |
Weighted average exercise price ($) (in Dollars per share) | $ / shares | $ 0.6 |
Stock Option Three [Member] | |
Schedule of Right To Purchase One Common Stock Option Held [Line Items] | |
Outstanding | 25,833 |
Vested | 23,542 |
Expiry date | Apr. 25, 2032 |
Weighted average exercise price ($) (in Dollars per share) | $ / shares | $ 0.6 |
Stock Option Four [Member] | |
Schedule of Right To Purchase One Common Stock Option Held [Line Items] | |
Outstanding | 16,000 |
Vested | 8,000 |
Expiry date | Jun. 01, 2032 |
Weighted average exercise price ($) (in Dollars per share) | $ / shares | $ 1.34 |
Stock Option Five [Member] | |
Schedule of Right To Purchase One Common Stock Option Held [Line Items] | |
Outstanding | 52,708 |
Vested | 52,708 |
Expiry date | Jul. 01, 2032 |
Weighted average exercise price ($) (in Dollars per share) | $ / shares | $ 1.34 |
Stock Option Six [Member] | |
Schedule of Right To Purchase One Common Stock Option Held [Line Items] | |
Outstanding | 45,833 |
Vested | 45,833 |
Expiry date | Aug. 08, 2032 |
Weighted average exercise price ($) (in Dollars per share) | $ / shares | $ 1.34 |
Stock Option Seven [Member] | |
Schedule of Right To Purchase One Common Stock Option Held [Line Items] | |
Outstanding | 16,000 |
Vested | 7,000 |
Expiry date | Sep. 30, 2032 |
Weighted average exercise price ($) (in Dollars per share) | $ / shares | $ 1.34 |
Stock Option Eight [Member] | |
Schedule of Right To Purchase One Common Stock Option Held [Line Items] | |
Outstanding | 80,000 |
Vested | 35,000 |
Expiry date | Sep. 30, 2032 |
Weighted average exercise price ($) (in Dollars per share) | $ / shares | $ 5 |
Stock Option Nine [Member] | |
Schedule of Right To Purchase One Common Stock Option Held [Line Items] | |
Outstanding | 10,000 |
Vested | 4,167 |
Expiry date | Oct. 15, 2032 |
Weighted average exercise price ($) (in Dollars per share) | $ / shares | $ 1.34 |
Stock Option Ten [Member] | |
Schedule of Right To Purchase One Common Stock Option Held [Line Items] | |
Outstanding | 5,000 |
Vested | 1,979 |
Expiry date | Nov. 01, 2032 |
Weighted average exercise price ($) (in Dollars per share) | $ / shares | $ 5 |
Stock Option Eleven [Member] | |
Schedule of Right To Purchase One Common Stock Option Held [Line Items] | |
Outstanding | 7,500 |
Vested | 7,500 |
Expiry date | Dec. 12, 2032 |
Weighted average exercise price ($) (in Dollars per share) | $ / shares | $ 5 |
Stock Option Twelve [Member] | |
Schedule of Right To Purchase One Common Stock Option Held [Line Items] | |
Outstanding | 10,000 |
Vested | 3,333 |
Expiry date | Feb. 01, 2033 |
Weighted average exercise price ($) (in Dollars per share) | $ / shares | $ 5 |
Stock Option Thirteen [Member] | |
Schedule of Right To Purchase One Common Stock Option Held [Line Items] | |
Outstanding | 50,000 |
Vested | 13,542 |
Expiry date | Apr. 16, 2033 |
Weighted average exercise price ($) (in Dollars per share) | $ / shares | $ 5 |
Stock Option Fourteen [Member] | |
Schedule of Right To Purchase One Common Stock Option Held [Line Items] | |
Outstanding | 80,000 |
Vested | 23,333 |
Expiry date | May 05, 2033 |
Weighted average exercise price ($) (in Dollars per share) | $ / shares | $ 5 |
Stock Option Fifteen [Member] | |
Schedule of Right To Purchase One Common Stock Option Held [Line Items] | |
Outstanding | 10,000 |
Vested | 2,500 |
Expiry date | Jun. 27, 2033 |
Weighted average exercise price ($) (in Dollars per share) | $ / shares | $ 5 |
Stock Option Sixteen [Member] | |
Schedule of Right To Purchase One Common Stock Option Held [Line Items] | |
Outstanding | 678 |
Vested | 678 |
Expiry date | Jul. 10, 2033 |
Weighted average exercise price ($) (in Dollars per share) | $ / shares | $ 5 |
Stock Option Seventeen [Member] | |
Schedule of Right To Purchase One Common Stock Option Held [Line Items] | |
Outstanding | 1,500 |
Vested | |
Expiry date | Jul. 01, 2033 |
Weighted average exercise price ($) (in Dollars per share) | $ / shares | $ 5 |
Stock Option Eighteen [Member] | |
Schedule of Right To Purchase One Common Stock Option Held [Line Items] | |
Outstanding | 5,000 |
Vested | |
Expiry date | Jan. 17, 2034 |
Weighted average exercise price ($) (in Dollars per share) | $ / shares | $ 5 |
Stock Option Nineteen [Member] | |
Schedule of Right To Purchase One Common Stock Option Held [Line Items] | |
Outstanding | 5,000 |
Vested | |
Expiry date | Feb. 12, 2034 |
Weighted average exercise price ($) (in Dollars per share) | $ / shares | $ 5 |
Stock Option Twenty [Member] | |
Schedule of Right To Purchase One Common Stock Option Held [Line Items] | |
Outstanding | 80,000 |
Vested | |
Expiry date | Mar. 05, 2034 |
Weighted average exercise price ($) (in Dollars per share) | $ / shares | $ 1 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 6 Months Ended | 12 Months Ended | ||
Mar. 01, 2024 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Related Party Transactions [Line Items] | ||||
Percentage of authority control | 10% | |||
Vesting percentage | 25% | |||
Related parties were forfeited (in Shares) | 239,782 | |||
Share based compensation expense | $ 10,484 | $ 185,068 | ||
Unsecured amount | 22,072 | 22,455 | ||
Line of credit | $ 50,000 | |||
Percentage of outstanding principal | 20% | |||
GB Capital Ltd. [Member] | ||||
Related Party Transactions [Line Items] | ||||
Consulting fees | $ 100,833 | $ 42,500 | ||
Northstrive Companies Inc [Member] | ||||
Related Party Transactions [Line Items] | ||||
Consulting fees | 60,000 | 60,000 | ||
Jordan Plews [Member] | ||||
Related Party Transactions [Line Items] | ||||
Consulting fees | 4,272 | |||
Amount of salary paid | 122,032 | 111,523 | ||
Employer taxes | 13,698 | 11,522 | ||
Brenda Buechler [Member] | ||||
Related Party Transactions [Line Items] | ||||
Amount of salary paid | 132,807 | 106,123 | ||
Employer taxes | 14,297 | 11,123 | ||
Christoph Kraneiss [Member] | ||||
Related Party Transactions [Line Items] | ||||
Consulting fees | 879 | |||
Amount of salary paid | 122,818 | 98,608 | ||
Employer taxes | 10,639 | $ 8,608 | ||
Braeden Lichti [Member] | ||||
Related Party Transactions [Line Items] | ||||
Consulting fees | 45,143 | 15,143 | ||
Share based compensation expense | 22,072 | 22,455 | ||
Northstrive Companies Inc. [Member] | ||||
Related Party Transactions [Line Items] | ||||
Due to related party | $ 56,127 | $ 34,378 | ||
Black-Scholes Option Pricing Model [Member] | ||||
Related Party Transactions [Line Items] | ||||
Percentage of option vesting | 75% | |||
Directors [Member] | ||||
Related Party Transactions [Line Items] | ||||
Stock options granted (in Shares) | 80,000 | |||
Contractual life | 10 years | |||
Exercise price (in Dollars per share) | $ 1 | |||
Stock options value | $ 45,986 |
Related Party Transactions (D_2
Related Party Transactions (Details) - Schedule of Remuneration of Directors and Key Management Personnel - Related Party [Member] - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Related Party Transaction [Line Items] | ||||
Consulting fees | $ 80,000 | $ 40,288 | $ 160,833 | $ 91,538 |
Salaries | 170,641 | 159,814 | 377,656 | 316,253 |
Share-based compensation | (54,859) | 75,369 | (32,583) | 122,355 |
Total | $ 195,782 | $ 275,471 | $ 505,907 | $ 530,146 |
Related Party Transactions (D_3
Related Party Transactions (Details) - Schedule of Fair Value of the Options Granted to Each Individual and the Related Expense - USD ($) | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | ||
Related Party Transaction [Line Items] | |||
Individual and related expense | $ (32,583) | $ 122,355 | |
Fair value of stock options granted | 1,049,898 | ||
Braeden Lichti, Former Chairman and President [Member] | |||
Related Party Transaction [Line Items] | |||
Individual and related expense | [1] | (5,355) | 3,927 |
Fair value of stock options granted | [1] | 50,995 | |
Graydon Bensler, CEO, CFO and Director [Member] | |||
Related Party Transaction [Line Items] | |||
Individual and related expense | 1,502 | 3,927 | |
Fair value of stock options granted | 50,995 | ||
Jordan Plews, Director [Member] | |||
Related Party Transaction [Line Items] | |||
Individual and related expense | 1,502 | 3,927 | |
Fair value of stock options granted | 50,995 | ||
Tim Sayed, Chief Medical Officer [Member] | |||
Related Party Transaction [Line Items] | |||
Individual and related expense | 1,502 | 3,927 | |
Fair value of stock options granted | 50,995 | ||
Jeffrey Parry, Director [Member] | |||
Related Party Transaction [Line Items] | |||
Individual and related expense | 13,349 | 5,210 | |
Fair value of stock options granted | 107,669 | ||
Crystal Muilenburg, Former Director [Member] | |||
Related Party Transaction [Line Items] | |||
Individual and related expense | [1] | (41,668) | 11,199 |
Fair value of stock options granted | [1] | 210,245 | |
Julie Daley, Director [Member] | |||
Related Party Transaction [Line Items] | |||
Individual and related expense | 53,643 | 13,428 | |
Fair value of stock options granted | 210,245 | ||
George Kovalyov, Director [Member] | |||
Related Party Transaction [Line Items] | |||
Individual and related expense | 10,308 | ||
Fair value of stock options granted | 52,845 | ||
Brenda Buechler, Former Chief Marketing Officer [Member] | |||
Related Party Transaction [Line Items] | |||
Individual and related expense | [1] | (36,918) | 41,426 |
Fair value of stock options granted | [1] | 143,671 | |
Christoph Kraneiss, Former Chief Commercial Officer [Member] | |||
Related Party Transaction [Line Items] | |||
Individual and related expense | [1] | (30,449) | $ 35,384 |
Fair value of stock options granted | [1] | $ 121,243 | |
[1]239,782 options of related parties were forfeited in the six months ended June 30, 2024 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 |
Commitments and Contingencies [Abstract] | ||
Commitments amount |
Concentrations (Details)
Concentrations (Details) - USD ($) | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Concentrations [Line Items] | |||
Customer revenue | $ 120,000 | $ 73,548 | |
Largest Customer [Member] | |||
Concentrations [Line Items] | |||
Receivables due from these customers | $ 49 | ||
Customer Concentration Risk [Member] | Largest Customer [Member] | Revenue Benchmark [Member] | |||
Concentrations [Line Items] | |||
Revenue percentage | 10% | 16% | |
Supplier Concentration Risk [Member] | Revenue Benchmark [Member] | Three Suppliers [Member] | |||
Concentrations [Line Items] | |||
Revenue percentage | 66% | 65% |
Concentrations (Details) - Sche
Concentrations (Details) - Schedule of Suppliers Percentage of Cost - Supplier Concentration Risk [Member] - Revenue Benchmark [Member] | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Supplier 1 [Member] | ||
Schedule of Suppliers Percentage of Cost [Line Items] | ||
Total | 28% | 33% |
Supplier 2 [Member] | ||
Schedule of Suppliers Percentage of Cost [Line Items] | ||
Total | 26% | 24% |
Supplier 3 [Member] | ||
Schedule of Suppliers Percentage of Cost [Line Items] | ||
Total | 12% | 8% |
Total Suppliers [Member] | ||
Schedule of Suppliers Percentage of Cost [Line Items] | ||
Total | 66% | 65% |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | 6 Months Ended | ||||
Aug. 02, 2024 | Aug. 01, 2024 | Jul. 31, 2024 | Jun. 30, 2024 | Jul. 09, 2024 | |
Subsequent Events [Line Items] | |||||
Shares issued number of common stock | 950,000 | ||||
Percentage of subsequent financing on terms | 20% | ||||
Percentage of note amount repaid | 14% | ||||
Securities Purchase Agreement Note [Member] | |||||
Subsequent Events [Line Items] | |||||
Repayment percentage | 100% | ||||
Subsequent Event [Member] | |||||
Subsequent Events [Line Items] | |||||
Shares issued number of common stock | 1,299,999 | ||||
Consideration Payable | $ 350,000 | ||||
Issuance of common shares | 612,500 | ||||
Subsequent Event [Member] | Securities Purchase Agreement Note [Member] | |||||
Subsequent Events [Line Items] | |||||
Aggregate principal amount | $ 1,150,000 | ||||
Original issue discount | $ 150,000 |