Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Mar. 29, 2021 | Jun. 30, 2020 | |
Cover [Abstract] | |||
Entity Registrant Name | Enveric Biosciences, Inc. | ||
Entity Central Index Key | 0000890821 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2020 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filer | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business Flag | true | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 7,045,916 | ||
Entity Common Stock, Shares Outstanding | 19,450,507 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2020 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash | $ 1,578,460 | $ 43,714 |
Prepaid expenses and other current assets | 700,710 | 65,075 |
Total current assets | 2,279,170 | 108,789 |
Intangible assets | 1,817,721 | |
Total assets | 4,096,891 | 108,789 |
Current liabilities: | ||
Accounts payable and accrued liabilities | 681,250 | 1,157,645 |
Advance from related party | 22,409 | |
Notes payable | 446,415 | |
Convertible notes payable | 293,921 | |
Total liabilities | 681,250 | 1,920,390 |
Commitments (Note 6) | ||
Shareholders' Equity (Deficit) | ||
Preferred Stock, $0.01 par value, 20,000,000 shares authorized, 3,275,407 and 262,500 shares issued and outstanding as of December 31, 2020 and December 31, 2019, respectively | 32,754 | 2,625 |
Common stock, $0.01 par value, 100,000,000 shares authorized, 10,095,109 and 5,311,414 shares issued and outstanding as of December 31, 2020 and December 31, 2019, respectively | 100,951 | 53,114 |
Additional paid-in capital | 15,222,770 | 3,039,163 |
Accumulated deficit | (11,759,557) | (4,894,881) |
Accumulated other comprehensive loss | (181,277) | (11,622) |
Total shareholders' equity (deficit) | 3,415,641 | (1,811,601) |
Total liabilities and shareholders' equity (deficit) | $ 4,096,891 | $ 108,789 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2020 | Dec. 31, 2019 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 20,000,000 | 20,000,000 |
Preferred stock, shares issued | 3,275,407 | 262,500 |
Preferred stock, shares outstanding | 3,275,407 | 262,500 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 10,095,109 | 5,311,414 |
Common stock, shares outstanding | 10,095,109 | 5,311,414 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Statement [Abstract] | ||
General and administrative expenses | $ 5,443,234 | $ 2,296,534 |
Research and development | 174,083 | |
Loss from operations | (5,617,317) | (2,296,534) |
Other expense | ||
Extinguishment of note payable | 32,316 | |
Interest expense | 445,250 | 81,823 |
Inducement expense | 802,109 | |
Total other expense | 1,247,359 | 114,139 |
Net loss | (6,864,676) | (2,410,673) |
Other comprehensive loss | ||
Foreign exchange loss | (169,655) | (6,667) |
Comprehensive loss | $ (7,034,331) | $ (2,417,340) |
Net loss per share - basic and diluted | $ (1.19) | $ (0.46) |
Weighted average shares outstanding, basic and diluted | 5,753,598 | 5,287,145 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Shareholders' Equity (Deficit) - USD ($) | Series B Preferred Stock [Member] | Common Stock [Member] | Additional Capital [Member] | Accumulated Deficit [Member] | Accumulated Other Comprehensive Loss [Member] | Total |
Balance at Dec. 31, 2018 | $ 2,625 | $ 52,620 | $ 2,368,464 | $ (2,484,208) | $ (4,955) | $ (65,454) |
Balance, shares at Dec. 31, 2018 | 262,500 | 5,262,042 | ||||
Common stock issued for services | $ 381 | 88,084 | 88,465 | |||
Common stock issued for services, shares | 38,116 | |||||
Warrants issued in conjunction with notes payable | 24,875 | 24,875 | ||||
Shares issued in connection with note extension | $ 113 | 22,153 | 22,266 | |||
Shares issued in connection with note extension | 11,256 | |||||
Stock based compensation - stock options | 535,587 | 535,587 | ||||
Foreign exchange loss | (6,667) | (6,667) | ||||
Net loss | (2,410,673) | (2,410,673) | ||||
Balance at Dec. 31, 2019 | $ 2,625 | $ 53,114 | 3,039,163 | (4,894,881) | (11,622) | (1,811,601) |
Balance, shares at Dec. 31, 2019 | 262,500 | 5,311,414 | ||||
September 2020 private placement | $ 369 | 227,131 | 227,500 | |||
September 2020 private placement, shares | 36,871 | |||||
December 2020 private placement | $ 2,212 | 258,288 | 260,500 | |||
December 2020 private placement, shares | 221,225 | |||||
Acquisition of Tikkun Pharma IP | $ 5,720 | 1,894,826 | 1,900,546 | |||
Acquisition of Tikkun Pharma IP, shares | 571,987 | |||||
Alpha financing and conversion of Alpha Note, including Palladium shares | $ 30,417 | $ 4,030 | 4,781,742 | 4,816,189 | ||
Alpha financing and conversion of Alpha Note, including Palladium shares, shares | 3,041,682 | 402,988 | ||||
Exchange of warrants for common shares | $ 3,301 | 838,577 | 841,878 | |||
Exchange of warrants for common shares, shares | 330,122 | |||||
Conversion of related party advance and notes payable | $ 5,130 | 674,439 | 679,569 | |||
Conversion of related party advance and notes payable, shares | 512,978 | |||||
Common stock issued for accounts payable | $ 4,330 | 752,193 | 756,523 | |||
Common stock issued for accounts payable, shares | 433,047 | |||||
Warrants issued in conjunction with notes payable | 32,149 | 32,149 | ||||
Beneficial conversion feature issued with note payable | 17,851 | 17,851 | ||||
Common stock issued in conjunction with note payable modification | $ 216 | 101,497 | 101,713 | |||
Common stock issued in conjunction with note payable modification, shares | 21,625 | |||||
Stock option expense | 1,977,155 | 1,977,155 | ||||
Conversion of Series B preferred stock to common stock | $ (2,500) | $ 2,500 | ||||
Conversion of Series B preferred stock to common stock, shares | (250,000) | 250,000 | ||||
Merger with Ameri Holdings, Inc. | $ 22,241 | 627,759 | 650,000 | |||
Merger with Ameri Holdings, Inc, shares | 2,224,077 | |||||
Foreign exchange loss | (169,655) | (169,655) | ||||
Net loss | (6,864,676) | (6,864,676) | ||||
Balance at Dec. 31, 2020 | $ 32,754 | $ 100,951 | $ 15,222,770 | $ (11,759,557) | $ (181,277) | $ 3,415,641 |
Balance, shares at Dec. 31, 2020 | 3,275,407 | 10,095,109 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Cash Flows From Operating Activities: | ||
Net loss | $ (6,864,676) | $ (2,410,673) |
Adjustments to reconcile net loss to cash used in operating activities: | ||
Extinguishment of note payable | 32,316 | |
Accrued interest | 156,619 | 13,684 |
Amortization of debt discount | 288,631 | 68,453 |
Stock-based compensation | 1,977,155 | 624,052 |
Inducement expense | 802,109 | |
Amortization of intangible assets | 120,872 | |
Change in operating assets and liabilities: | ||
Prepaid expenses and other current assets | (636,497) | 104,340 |
Accounts payable and accrued liabilities | 267,002 | 919,968 |
Net cash used in operating activities | (3,888,785) | (647,860) |
Cash Flows From Investing Activities: | ||
Purchase of Tikkun Pharma license agreement | (44,143) | |
Net cash used in investing activities | (44,143) | |
Cash Flows From Financing Activities: | ||
Proceeds from convertible notes payable | 50,000 | 300,000 |
Proceeds from note payable, net of offering costs | 1,812,410 | 238,000 |
Advances from related party | 22,000 | |
Offering and Reverse Merger proceeds | 3,372,500 | |
September 2020 private placement | 227,500 | |
December 2020 private placement | 260,500 | |
Repayment of note payable | (191,640) | |
Net cash provided by financing activities | 5,531,270 | 560,000 |
Effect of foreign exchange rate on cash | (63,596) | 17,903 |
Net increase (decrease) in cash | 1,534,746 | (69,957) |
Cash - beginning of period | 43,714 | 113,671 |
Cash - end of period | 1,578,460 | 43,714 |
Supplemental non-cash financing activities: | ||
Beneficial conversion feature issued with note payable | 17,851 | |
Warrants issued in conjunction with notes payable | 32,149 | 24,875 |
Common stock issued for accounts payable | 756,523 | |
Common stock issued in conjunction with note payable modification | 101,713 | 22,266 |
Notes payable issued to consultant for prepaid services | 150,000 | |
Conversion of related party advances and notes payable into common stock | 679,569 | |
Common stock issued for skincare license | $ 1,900,546 |
Business
Business | 12 Months Ended |
Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Business | NOTE 1 - BUSINESS Nature of operations Enveric Biosciences, Inc. (“Enveric Biosciences, Inc.”, “Enveric” or the “Company”) (formerly known as Ameri Holdings, Inc.) (“Ameri”) is a pharmaceutical company developing innovative, evidence-based cannabinoid medicines. The head office of the Company is located in Naples, Florida. On January 10, 2020, the Company entered into an Amalgamation Agreement (as amended on May 6, 2020), (the “Amalgamation Agreement”) with Jay Pharma Merger Sub, Inc., a company organized under the laws of Canada and a wholly owned subsidiary of the Company (“Merger Sub”), Jay Pharma Inc., a company organized under the laws of Canada (“Jay Pharma”), Jay Pharma ExchangeCo., Inc. a company organized under the laws of British Columbia and a wholly owned subsidiary of the Company (“ExchangeCo”), and Barry Kostiner, as the Company Representative, which provided that, among other things, Merger Sub and Jay Pharma would be amalgamated and would continue as one corporation (“Amalco”), with Amalco continuing as a direct wholly owned subsidiary of ExchangeCo and an indirect wholly owned subsidiary of Ameri, on the terms and conditions set forth in the Amalgamation Agreement. On August 12, 2020, the Company, Jay Pharma and certain other signatories thereto entered into a tender agreement (the “Tender Agreement”), which provided that, among other things, Ameri would make a tender offer (the “Offer”) to purchase all of the outstanding common shares of Jay Pharma for the number of shares of Enveric common stock equal to the exchange ratio set forth in the Tender Agreement, and Jay Pharma would become a wholly-owned subsidiary of Ameri, on the terms and conditions set forth in the Tender Agreement. The Tender Agreement terminated and replaced in its entirety the Amalgamation Agreement. On December 30, 2020, the Company, Jay Pharma, Merger Sub, and ExchangeCo consummated the Tender Agreement and Jay Pharma became a wholly owned subsidiary of the Company. The transaction was treated as a reverse acquisition and recapitalization and accordingly, the historical financial statements prior to the date of the Business Combination in these consolidated financial statements are those of Jay Pharma. The transaction is further described in Note 7. COVID-19 In December 2019, a novel strain of coronavirus, COVID-19, was reported to have surfaced in Wuhan, China. Since then, COVID-19 has spread to multiple countries, including the United States. As the COVID-19 continues to spread in the United States, the Company may experience disruptions that could severely impact the Company. The global outbreak of COVID-19 continues to rapidly evolve. The extent to which COVID-19 may impact the Company’s business will depend on future developments, which are highly uncertain and cannot be predicted with confidence, such as the ultimate geographic spread of the disease, the duration of the outbreak, travel restrictions and social distancing in the United States and other countries, business closures or business disruptions and the effectiveness of actions taken in the United States to contain and treat the disease. The Company is in process of monitoring COVID-19’s potential impact on the Company’s operations. |
Liquidity
Liquidity | 12 Months Ended |
Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Liquidity | NOTE 2 – LIQUIDITY The Company has incurred continuing losses from its operations and as of December 31, 2020, had an accumulated deficit of $11,759,557 and working capital of $1,597,920. Since inception, the Company’s operations have been funded principally through the issuance of debt and equity. On January 14, 2021, the Company completed a registered direct offering of 2,221,458 shares of common stock at approximately $4.50 per share for gross proceeds of approximately $10,000,000. On February 11, 2021, the Company completed a registered direct offering of 3,007,026 shares of common stock for gross proceeds of approximately $12.8 million. As of March 30, 2021, the Company had cash on hand of approximately $22.9 million. The Company believes that, as a result of these transactions, it currently has sufficient cash and financing commitments to meet its funding requirements. Accordingly, management has since reevaluated the Company’s liquidity and financial condition and determined that sufficient capital exists to sustain operations through one year from the issuance of these financial statements and therefore substantial doubt has been alleviated. Notwithstanding, the Company expects that it will need to raise additional financing to accomplish its development plan over the next several years. The Company will require additional funding through debt or equity financing in the future. If the Company is unable to obtain sufficient amounts of additional capital, it may be required to reduce the scope of its planned development, which could impact its financial condition and operating results. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 3 – SUMMARY OF Significant Accounting Policies Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance and in conformity with the accounting principles generally accepted in the United States of America (“U.S. GAAP”) and the applicable rules and regulations of the Securities and Exchange Commission (the “SEC”) regarding consolidated financial information. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities at the date of the financial statements and expenses during the periods reported. By their nature, these estimates are subject to measurement uncertainty and the effects on the financial statements of changes in such estimates in future periods could be significant. Significant areas requiring management’s estimates and assumptions include determining the fair value of transactions involving common stock and the valuation of stock-based compensation. Actual results could differ from those estimates. Foreign Currency Translation The reporting currency of the Company is the United States dollar. The financial statements of companies located outside of the U.S. are measured in their functional currency, which is the local currency. The functional currency of the Company is the Canadian dollar. Monetary assets and liabilities are translated using public exchange rates at the balance sheet date. Income and expense items are translated using average monthly exchange rates. Shareholders’ equity accounts and non-monetary assets are translated at their historical exchange rates. Translation adjustments are included in accumulated other comprehensive loss in the accompanying balance sheets. Cash and cash equivalents The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2020 and December 31, 2019. Intangibles The Company has finite-lived intangible assets. Finite-lived intangible assets are amortized over their estimated useful lives. Research and development costs are expensed as incurred. Following initial recognition of the finite-lived intangible asset, the asset is carried at cost less any accumulated amortization. Amortization of the asset begins when the asset is available for use. Amortization is recorded in general and administrative expenses on the Company’s consolidated statement of operations. The Company periodically reviews its owned intangible assets for recoverability. Impairment of Long Term Assets The Company evaluates the carrying value of long-lived assets subject to amortization whenever events or changes in circumstances indicate that an impairment may exist. An impairment charge is recognized when the asset’s carrying value exceeds its net undiscounted future cash flows and its fair market value. The amount of the charge is the difference between the asset’s carrying value and fair market value. Leases On February 25, 2016, FASB issued ASU 2016-02, Leases (Topic 842). This update will require organizations that lease assets to recognize on the balance sheet the assets and liabilities for the rights and obligations created by those leases. The new guidance will also require additional disclosures about the amount, timing and uncertainty of cash flows arising from leases. On January 1, 2020, the Company adopted this ASU, which did not have a material impact on the Company’s financial position and results of operations. Income Taxes The Company utilizes an asset and liability approach for financial accounting and reporting for income taxes. The provision for income taxes is based upon income or loss after adjustment for those permanent items that are not considered in the determination of taxable income. Deferred income taxes represent the tax effects of differences between the financial reporting and tax basis of the Company’s assets and liabilities at the enacted tax rates in effect for the years in which the differences are expected to reverse. The Company evaluates the recoverability of deferred tax assets and establishes a valuation allowance when it is more likely than not that some portion or all the deferred tax assets will not be realized. Management makes judgments as to the interpretation of the tax laws that might be challenged upon an audit and cause changes to previous estimates of tax liabilities. In management’s opinion, adequate provisions for income taxes have been made. If actual taxable income by tax jurisdiction varies from estimates, additional allowances or reversals of reserves may be necessary. Tax benefits are recognized only for tax positions that are more likely than not to be sustained upon examination by tax authorities. The amount recognized is measured as the largest amount of benefit that is greater than 50 percent likely to be realized upon settlement. A liability for “unrecognized tax benefits” is recorded for any tax benefits claimed in the Company’s tax returns that do not meet these recognition and measurement standards. As of December 31, 2020 and December 31, 2019, no liability for unrecognized tax benefits was required to be recorded. The Company’s policy for recording interest and penalties associated with tax audits is to record such items as a component of operating expenses. There were no amounts accrued for penalties and interest for the years ended December 31, 2020 and 2019. The Company does not expect its uncertain tax positions to change during the next twelve months. Management is currently unaware of any issues under review that could result in significant payments, accruals or material deviations from its position. The Company has identified its United States and Canadian federal tax return, its state and provincial tax returns in Florida and Ontario, CA as its “major” tax jurisdictions. The Company is in the process of filing its corporate tax returns for the years ended December 31, 2020 and December 31, 2019. Net operating losses for these periods will not be available to reduce future taxable income until the returns are filed. Stock-Based Compensation The Company follows Accounting Standards Codification (“ASC”) 718, Compensation - Stock Compensation, which addresses the accounting for stock-based payment transactions, requiring such transactions to be accounted for using the fair value method. Awards of shares for property or services are recorded at the more readily measurable of the estimated fair value of the stock award and the estimated fair value of the service. The Company uses the Black-Scholes option-pricing model to determine the grant date fair value of stock-based awards under ASC 718. The estimated fair value is amortized as a charged to earnings on a straight-line basis depending on the terms and conditions of the award, and the nature of the relationship of the recipient of the award to the Company. The Company records the grant date fair value in line with the period over which it was earned. For employees and consultants, this is typically considered to be the vesting period of the award. The Company estimates the expected forfeitures and updates the valuation accordingly. Net Loss per Share Basic net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. Diluted earnings per share is computed using the weighted average number of common shares and, if dilutive, potential common shares outstanding during the period. Potential common shares consist of the incremental common shares issuable upon the exercise of stock options and warrants (using the treasury stock method) and convertible notes. The computation of basic net loss per share for the years ended December 31, 2020 and 2019 excludes potentially dilutive securities. The computations of net loss per share for each period presented is the same for both basic and fully diluted. Potentially dilutive securities outlined in the table below have been excluded from the computation of diluted net loss per share because the effect of their inclusion would have been anti-dilutive. For the year ended December 31, 2020 For the year ended December 31, 2019 Warrants to purchase shares of common stock 3,251,406 303,891 Convertible notes - 55,306 Series B Preferred Stock 3,275,407 262,500 Options to purchase shares of common stock 929,765 797,373 Total potentially dilutive securities 7,456,578 1,419,070 Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which at times, may exceed the Federal depository insurance coverage of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Fair Value The carrying value of the Company’s financial instruments, including cash and accounts payable, notes payable and convertible notes payable, approximate fair value because of the short-term nature of such financial instruments. Subsequent Events The Company has evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Other than as described in these financial statements, the Company did not identify any subsequent events that would have required adjustment to or disclosure in the financial statements. |
Notes Payable and Convertible N
Notes Payable and Convertible Notes Payable | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Notes Payable and Convertible Notes Payable | NOTE 4 – NOTES PAYABLE AND CONVERTIBLE NOTES PAYABLE As of December 31, 2020 the Company had no notes payable or convertible notes payable. As of December 31, 2019, the Company’s notes payable and convertible notes payable consisted of the following: Gross Discount Net February 2019 Note $ 66,000 $ - $ 66,000 March 2019 Note 150,000 - 150,000 April 2019 Convertible Notes 300,000 (6,079 ) 293,921 July 2019 Note 191,640 (2,700 ) 188,940 December 2019 Note 44,000 (2,525 ) 41,475 Total $ 751,640 (11,304 ) $ 740,336 Notes payable $ 451,640 $ (5,225 ) $ 446,415 Convertible notes payable $ 300,000 $ (6,079 ) $ 293,921 For the years ended December 31, 2020 and 2019, interest expense and amortization of debt discount consisted of the following: For the Year Ended December 31, 2020 2019 Interest Expense Amortization of Debt Discount Total Interest Expense Amortization of Debt Discount Total February 2019 Note $ - $ 3,840 $ 3,840 $ - $ 6,000 $ 6,000 April 2019 Convertible Notes 13,970 5,842 19,812 13,370 17,142 30,512 July 2019 Note 53,342 44,704 98,046 - 43,836 43,836 December 2019 Note - 1,427 1,427 - 1,475 1,475 February 2020 Note 2,545 50,912 53,457 - - - Alpha Note 86,762 181,906 268,668 - - - Total $ 156,619 $ 288,631 $ 445,250 $ 13,370 $ 68,453 $ 81,823 Notes Payable On February 7, 2019, the Company received $60,000 in exchange for a promissory note with a director for $66,000, including an original issue discount of $6,000 (the “February 2019 Note”). The note had no stated interest rate and was due on May 8, 2019. The Company amortized the full $6,000 original issue discount in the statement of operations and comprehensive loss through December 31, 2019. On July 21, 2020, the Company converted the February 2019 Note into common stock, as further described in Note 6. On February 1, 2019, the Company entered into a consulting agreement with its former executive director. In connection with the consulting agreement, on March 5, 2019, the Company issued a note payable to its former executive director for $150,000 (the “March 2019 Note”). The note had no interest and was due and payable on March 4, 2020. The consulting agreement expired on February 1, 2020. On July 21, 2020, the Company converted the March 2019 Note into common stock, as further described in Note 6. On July 8, 2019, the Company entered into a note agreement (the “July 2019 Note”) with a limited liability company (the “Lender”). One of the principals of the Lender is the brother of a former member of the Company’s Board of Directors. The Note’s face value was $157,714 and the original issue discount was $19,714 for total gross proceeds of $138,000, implying an interest rate of 12.5% per annum. The Company could, without premium or penalty, at any time and from time to time, prepay all or any portion of the Note. The maturity date of the Note was September 8, 2019. On September 20, 2019, the Company entered into an amendment to the July 2019 Note (the “Amendment”). The Amendment extended the maturity date for the Note until the earlier of (a) the completion of a bridge financing of greater than or equal to $1,500,000, or (b) November 7, 2019. On November 21, 2019, the Company entered into an amendment for the July 2019 Note that extended the maturity date for the Note until the earlier of (a) the completion of a bridge financing of greater than or equal to $1,500,000, or (b) December 9, 2019. In consideration for this amendment, the Company agreed to pay an aggregate extension fee of $33,926, which was added to the principal balance of the note. On December 9, 2019, the Company entered into an additional amendment for the July 2019 Note that extended the maturity date for the Note until the earlier of (a) the completion of a bridge financing of greater than or equal to $1,500,000, or (b) January 7, 2020. The Company also agreed to pay the previously outstanding extension fees of $33,926 on or before March 1, 2020. On January 8, 2020 the Company entered into an amendment to the July 2019 Note (the “January 8 Amendment”). The January 8 Amendment extended the maturity date for the July 2019 Note until the (a) the completion of a bridge financing of greater than or equal to $1,500,000, or (b) April 1, 2020. In consideration for the January 8 Amendment, the Company granted 55,000 shares of the Company’s common stock to the Lender. The Company accounted for this amendment as a modification, where the shares paid as a fee were valued at $45,725 and recorded as a discount against the note payable and amortization over the term. On May 6, 2020, the Company entered into an amendment (the “May 2020 Amendment”) whereby both parties agreed to extend the maturity date of the July 2019 Note to September 30, 2020. The Company accounted for this amendment as a modification, as the present value of the future cash flows pre-modification and post-modification were not greater than or equal to 10%. On January 12, 2020, the Company repaid $157,714 of the July 2019 Note. On December 31, 2020 the Company paid the remaining unpaid balance. On December 12, 2019, the Company received $40,000 in exchange for a promissory note with a lender, including an original issue discount of $4,000 (the “December 2019 Note”). The December 2019 Note bore interest at a rate of ten percent (10%) on its face value per annum. In the case of an event of default, the interest rate would increase to 24% per year. The December 2019 Note matured on January 31, 2020. The promissory note with the lender and the Company was converted into 170,333 shares of common stock on December 30, 2020. On February 24, 2020, the Company received $50,000 in exchange for a promissory note with a lender (the “February 2020 Note”). The February 2020 Note bore interest at a rate of 10% on its face value per annum. In the case of an event of default, the interest rate would increase to 24% per year. The note matured on July 31, 2020. The February 2020 Note was convertible into the Company’s common stock at any time at a conversion price of $0.38 per share. The Company recorded a beneficial conversion feature of $17,851 and valued the warrants issued (using relative fair value) at $32,149. The Company recorded the total value as a note discount and is amortizing the discount over the term of the February 2020 Note using the effective interest method. The Company valued the beneficial conversion feature and warrants using the following assumptions: Beneficial Conversion Feature Warrants Stock Price CAD $ 1.10 CAD $ 1.10 Exercise Price CAD $ 0.51 CAD $ 0.51 Dividend Yield N/A 0.00 % Expected Volatility N/A 96.0 % Weighted Average Risk-Free Interest Rate N/A 2.31 Number of Shares N/A 130,920 Value (USD) $ 17,851 $ 32,149 Term (in years) N/A 5.0 On December 30, 2020, the February 2020 Note was converted into 190,004 shares of common stock. The Company entered into a Secured Promissory Note, dated January 10, 2020 (the “Note”), by and among Enveric Biosciences, Inc. and Alpha Capital Anstalt (“Alpha”), pursuant to which, on January 10, 2020, Enveric Biosciences, Inc. received aggregate gross proceeds of $1,500,000. Pursuant to the Note, the aggregate obligations of Enveric Biosciences, Inc. under the Note were automatically, immediately prior to the consummation of the amalgamation, converted into shares of Enveric Biosciences, Inc. common stock, subject to the terms and provisions of the Note. Pursuant to the Note, upon conversion of the term loans made by the lenders subject to the terms of the Note, Enveric Biosciences, Inc. was required to cause Ameri to issue each lender warrants to purchase Ameri Common Stock. Upon consummation of the amalgamation, Enveric Biosciences, Inc. agreed to cause Ameri to register the resale of the warrant shares. The Note bears interest at 7% per annum and was due on March 31, 2020. On May 6, 2020, the Company entered into an amendment to the Note (the “First Note Amendment”). Pursuant to the First Note Amendment, Alpha waived previous defaults on the Note, and extended the maturity date of the Note to June 30, 2020. In exchange for the First Note Amendment, the Company and Alpha agreed that (i) at the Effective Time, Ameri would issue to the holder of a certain note issued by Enveric Biosciences, Inc., series B warrants (the “Series B Warrants”) to acquire 8,100,000 shares of common stock of the Company resulting from the amalgamation, and (ii) providing for certain registration rights, pursuant to a registration rights agreement, of the Series B Warrants and the shares issuable upon exercise of the Series B Warrants. The Series B Warrants shall be exercisable for a period of five years commencing on the ninetieth (90th) day after the later of the last day of the Lock-up Period and leak-out Period (accelerated or otherwise) set forth in the Lock-up agreement to be executed by the holders of Enveric Biosciences, Inc. securities in connection with the Amalgamation, at a price of $0.01 per share, and shall also be exercisable on a cashless basis. On June 23, 2020, the Company and Alpha entered into a second amendment to the Note (the “Second Note Amendment”). The Second Note Amendment revised the principal amount of the Note from $1,500,000 to $2,000,000, which was advanced as of the date of the Second Note Amendment. The rights and securities granted to Alpha under the terms of the Note were extended to the additional $500,000 advance contemplated by the Second Note Amendment pursuant to the terms of the Second Note Amendment. On August 12, 2020, the Company and Alpha entered into the Third Note Amendment. The Third Note Amendment extended the maturity date to be the earlier of (a) January 1, 2021 and (b) an event of default that accelerates the maturity of the Note. The Third Note Amendment also revised the Note to account for the change in structure from an amalgamation to a stock-for-stock exchange offer. As a result, references to the Amalgamation Agreement and the amalgamation were revised to be references to the Tender Agreement and the Offer. The Third Note Amendment also revised the event of default regarding a failure of the amalgamation to be consummated by March 31, 2020 to be an event of default if the Offer was not consummated by January 1, 2021. On December 30, 2020, the Note in the amount of $2,000,000 was converted into 2,473,848 shares of common stock. |
Intangible Assets
Intangible Assets | 12 Months Ended |
Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | NOTE 5 – INTANGIBLE ASSETS On October 2, 2020, the Company purchased skincare assets for an aggregate of $1,944,689 in stock and cash, as follows: Cash $ 44,143 Common stock 1,900,546 Total $ 1,944,689 The Company recorded the skincare assets as a definite lived intangible asset with a four year useful life. As of December 31, 2020, the Company’s intangible assets consisted of: Gross Accumulated Net Skincare Assets and License Agreements $ 1,944,689 $ (126,968 ) $ 1,817,721 |
Commitments and Contingengies
Commitments and Contingengies | 12 Months Ended |
Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingengies | NOTE 6 – COMMITMENTS AND CONTINGENGIES On January 5, 2019, the Company entered into a business advisor services agreement. Pursuant to the terms of the agreement, the consultant provided business advisory, marketing, and investor relations services in exchange for $15,000 per month, of which $7,500 was payable in cash and $7,500 was payable in the Company’s common shares. On January 6, 2020, the Company terminated its business advisory services agreement and agreed to settle the amounts due under the agreement by (a) paying $12,500 in cash upon the completion of a bridge financing; and (b) issuing 127,856 shares of the Company’s common stock, as described in Note 6. On January 1, 2020, the Company entered into an agreement with Mr. David Stefansky to serve as President and Secretary of the Company to serve until the closing Amalgamation Agreement. The Company agreed to pay Mr. Stefansky $15,000 per month and future issuance of options to purchase 650,000 shares of common stock subject to the approval of the Board of Directors. On May 1, 2020, this agreement was terminated (see Note 8). On May 1, 2020, the Company and Mr. David Stefansky terminated Mr. Stefansky’s agreement to serve as President and Secretary of the Company. On May 1, 2020, the Company entered into an agreement with Mr. Henoch Cohn to serve as the Company’s President and Secretary until the consummation of the Amalgamation Agreement. The Company paid Mr. Cohn $10,000 per month. On December 30, 2020 the agreement between the Company and Mr. Henoch Cohn was terminated. The Company is periodically involved in legal proceedings, legal actions and claims arising in the normal course of business. Management believes that the outcome of such legal proceedings, legal actions and claims will not have a significant adverse effect on the Company’s financial position, results of operations or cash flows. On January 21, 2012, the Company received a demand letter from an individual purporting to be a stockholder. See Note 10 for more information. |
Share Capital and Other Equity
Share Capital and Other Equity Instruments | 12 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
Share Capital and Other Equity Instruments | NOTE 7 - SHARE CAPITAL AND OTHER EQUITY INSTRUMENTS Authorized Capital The holders of the Company’s common stock are entitled to one vote per share. Holders of common stock are entitled to receive ratably such dividends, if any, as may be declared by the Board of Directors out of legally available funds. Upon the liquidation, dissolution, or winding up of the Company, holders of common stock are entitled to share rateably in all assets of the Company that are legally available for distribution. As of December 31, 2020, 100,000,000 shares of common stock were authorized under the Company’s articles of incorporation. On December 30, 2020, the Company amended its articles of incorporation to designate and authorize 20,000,000 shares of Series B preferred stock. The Company’s Series B preferred stock is convertible by the holder at any time into common stock at a rate of one to one. Conversion of Series B Preferred Stock On December 30, 2020, a holder of the Company’s Series B Preferred Stock converted 250,000 shares of Series B Preferred Stock into 250,000 shares of common stock. Issuance of Common Stock for Accounts Payable During the year ended December 31, 2020, the Company issued 433,047 shares of common stock to various vendors in connection with the payment of accounts payable of $756,523. The shares were valued at the book value of the accounts payable, as that value was more readily determinable. Shares Issued in Exchange for Services During the year ended December 31, 2019, the Company issued 38,116 shares to consultants in exchange for services. The Company valued these shares at $88,465. September Private Placement On September 25, 2020, the Company issued 36,871 shares of its common stock for gross proceeds of $250,000 and net proceeds of $227,500. December Private Placement On December 8, 2020, the Company issued 221,225 shares of its Series B preferred stock for gross proceeds of $300,000 and net proceeds of $260,500. Conversion of Related Party Advance On July 21, 2020, the Company issued 239,326 shares of common stock in exchange for the February 2019 Note (face value of $66,000), the March 2019 Note (face value of $150,000) and related party advances in the amount of $22,000. Given that the holder of these notes and advances is a related party, this was treated as a capital transaction and no gain or loss was recognized. Stock Options Number of Shares Weighted Average Exercise Price (USD) Weighted Average Grant Date Fair Value (USD) Weighted Average Remaining Contractual Term (years) Aggregate Intrinsic Value (USD) Outstanding – January 1, 2019 689,832 $ 1.94 $ 1.94 Granted 448,713 $ 1.99 $ 1.49 Expired, forfeited, or cancelled (341,172 ) $ 1.99 $ 0.36 Outstanding – December 31, 2019 797,373 $ 1.99 $ 0.72 Granted 378,800 $ 0.94 $ 5.22 Expired forfeited, or cancelled (246,408 ) $ 1.94 $ 0.88 Outstanding – December 31, 2020 929,765 $ 1.53 $ 2.50 6.1 $ 2,537,245 Exercisable at December 31, 2020 929,765 $ 1.53 $ 2.50 6.1 $ 2,537,245 The Company’s stock based compensation expense related to stock options for the years ended December 31, 2020 and 2019 was $1,977,155 and $535,587, respectively. As of December 31, 2020, the Company had $0 in unamortized stock option expense. The Company utilized the Black-Scholes option-pricing model to determine the fair value of these stock options, using the assumptions as outlined below. Stock Price $ 5.92 Dividend Yield 0 % Expected Volatility 84.7 % Weighted Average Risk-Free Interest Rate 0.37 % Expected life (in years) 1.5 – 4.2 Stock price – Based on closing price of the Company’s common stock on the date of grant. Weighted average risk-free interest rate —Based on the daily yield curve rates for U.S. Treasury obligations with maturities, which correspond to the expected term of the Company’s stock options. Dividend yield —The Company has not paid any dividends on common stock since its inception and does not anticipate paying dividends on its common stock in the foreseeable future. Expected volatility —Based on the historical volatility of comparable companies in a similar industry. Expected term —The Company has had no stock options exercised since inception. The expected option term represents the period that stock-based awards are expected to be outstanding based on the simplified method provided in Staff Accounting Bulletin (“SAB”) No. 107, Share-Based Payment, which averages an award’s weighted-average vesting period and expected term for “plain vanilla” share options. Warrants On February 24, 2020, the Company issued warrants to purchase 130,920 shares of common stock to the lender of the February 2020 Note. The warrants are exercisable at $0.38 USD ($0.50 CAD) per share, are fully vested at the date of issuance, and expire on February 24, 2025. The warrants were accounted for as a component of equity, as the instrument contains no features which would preclude such classification. As discussed in Note 4, the warrants were recorded as a discount in the amount of $50,000 on the note payable and amortized over the term of the note. The following table summarizes information about shares issuable under warrants outstanding at December 31, 2020: Warrant Weighted Weighted average remaining life Intrinsic value Outstanding at January 1, 2019 219,510 $ 2.95 0.08 Issued 84,381 $ 3.21 Outstanding at December 31, 2019 303,891 $ 3.02 1.06 $ - Issued 3,222,331 $ 1.96 Forfeited (274,816 ) $ (3.00 ) Outstanding at December 31, 2020 3,251,406 $ 1.95 4.97 $ - Exercisable at December 31, 2020 3,251,406 $ 1.95 4.97 $ 8,040,545 |
Tender Agreement
Tender Agreement | 12 Months Ended |
Dec. 31, 2020 | |
Tender Agreement | |
Tender Agreement | NOTE 8 – TENDER AGREEMENT On January 10, 2020, the Company entered into an amalgamation agreement (the “Amalgamation Agreement”) with Enveric Biosciences, Inc. Merger Sub, Inc. (“Merger Sub”), a wholly owned subsidiary of Ameri, and Enveric Biosciences, Inc. Exchange Co, Inc. (“ExchangeCo”), a wholly owned subsidiary of Ameri. The Amalgamation Agreement provided that the Company would merge into Merger Sub and be amalgamated and operate as one company. Prior to the execution and delivery of the Amalgamation Agreement, Alpha entered into agreements with Enveric Biosciences, Inc. pursuant to which Alpha agreed, subject to the terms and conditions of such agreements, to purchase, immediately prior to the consummation of the Amalgamation, shares of Enveric Biosciences, Inc.’s common stock (or common stock equivalents) and warrants to purchase Enveric Biosciences, Inc.’s common stock for an aggregate purchase price of $3.5 million. The consummation of the transactions contemplated by such agreements was conditioned upon the satisfaction or waiver of the conditions set forth in the Amalgamation Agreement. After consummation of the Amalgamation, Enveric Biosciences, Inc. agreed to cause Ameri to register the resale of the Ameri Common Stock issued and issuable pursuant to the warrants issued to the investors in the Jay Pharma Pre-Closing Financing. Contemporaneously with the Amalgamation Agreement, the Company entered into sublicense agreements with Tikkun Pharma, Inc. (“Tikkun Pharma”). The sublicense agreements with Tikkun Pharma allows the Company to utilize (a) Tikkun Pharma’s sublicense with a third party for certain autoimmune applications, and (b) acquire and use Tikkun Pharma’s internally developing intellectual property, branding, and formulations in regards to skincare. On April 20, 2020, the Company received a notice from the lenders of the Note, stating that the Company was in default for not closing the amalgamation with Ameri by March 31, 2020, and that the entire Note was due in full. On May 6 and May 26, 2020, the Company and Alpha amended the Note and the Amalgamation Agreement, as described in below. On May 6, 2020, the Company entered into an Amalgamation Amendment Agreement (the “Amendment”) to amend the Amalgamation Agreement described in Note 7. Pursuant to the Amendment, the parties agreed that (i) at the Effective Time, Ameri Holdings, Inc. shall issue to the holder of a certain note issued by Enveric Biosciences, Inc., series B warrants (the “Series B Warrants”) to acquire 8,100,000 shares of common stock of the company resulting from the amalgamation, and (ii) providing for certain registration rights, pursuant to a Registration Statement on Form S-4, of the Series B Warrants and the shares issuable upon exercise of the Series B Warrants. The Series B Warrants shall be exercisable for a period of five years commencing on the ninetieth (90th) day after the later of the last day of the Lock-up Period and leak-out Period (accelerated or otherwise) set forth in the Lock-up agreement to be executed by the holders of Enveric Biosciences, Inc. securities in connection with the Amalgamation, at a price of $0.01 per share, and shall also be exercisable on a cashless basis. On May 26, 2020, the Company entered into the second amendment to the Amalgamation Agreement (the “Second Amendment”) to amend the Amalgamation Agreement described in Note 7. The purpose of this amendment was to clarify that the Series B Warrants were to acquire 8,100,000 shares of common stock Enveric Biosciences, Inc. (to be approximately 3,675,035 shares of common stock of the company resulting from the Amalgamation), as well as to clarify the exchange ratio already agreed upon. On August 12, 2020, Ameri, Enveric Biosciences, Inc., and certain other signatories thereto entered into a tender agreement (the “Tender Agreement”), which provided that, among other things, Enveric Biosciences, Inc. would become a wholly owned subsidiary of Ameri, on the terms and conditions set forth in the Tender Agreement. The Tender Agreement terminated and replaced in its entirety the Amalgamation Agreement. Upon completion of the Tender Agreement on December 30, 2020, (i) holders of outstanding common shares of Enveric Biosciences, Inc. other than Alpha will be entitled to receive the number of shares of Resulting Issuer common stock issuable in accordance with the Exchange Ratio, and (ii) Alpha will be entitled to receive shares of Series B Preferred Stock, which are convertible into shares of Resulting Issuer common stock subject to a 9.99% beneficial ownership blocker, pursuant to the Alpha Exchange Agreement. Each outstanding Enveric Biosciences, Inc. option, whether vested or unvested, and warrant that has not previously been exercised will exchanged for Resulting Issuer stock options and Resulting Issuer warrants, in each case convertible into the number of shares of Resulting Issuer common stock equal to the Exchange Ratio. Each outstanding Enveric Biosciences, Inc. option, whether vested or unvested, and warrant that has not previously been exercised will be exchanged for Resulting Issuer stock options and Resulting Issuer warrants, in each case, convertible into the number of shares of Resulting Issuer common stock equal to the Exchange Ratio. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | NOTE 9 – INCOME TAXES The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities are as follows: As of December 31, 2020 2019 Deferred tax assets: Net operating loss carryovers $ 1,340,152 $ 1,004,029 Deferred tax assets, gross 1,340,152 1,004,029 Less: valuation allowance (1,340,152 ) (1,004,029 ) Deferred tax assets, net - - Deferred tax assets (liabilities), net $ - $ - The change in the Company’s valuation allowance is as follows: For the year ended December 31, 2020 For the year ended December 31, 2019 Beginning of year $ 1,004,029 $ 505,871 Increase in valuation allowance 1,340,152 498,158 End of year $ 2,344,180 $ 1,004,029 A reconciliation of the provision for income taxes with the amounts computed by applying the statutory federal income tax rate to loss from operations before the provision for income taxes is as follows: For the year ended December 31, 2020 For the year ended December 31, 2019 Canada federal statutory rate (15.0 )% (15.0 )% Provincial taxes (11.5 )% (11.5 )% Permanent differences Non-deductible expenses 7.5 % 5.9 % Valuation allowance 19.1 % 20.6 % Effective income tax rate 0.0 % 0.0 % As of December 31, 2020 and 2019, the Company had net operating loss carryovers of $5,057,176 and $3,788,788, respectively, for Canadian federal income tax purposes, which begin to expire in 2029. The ultimate realization of the net operating loss is dependent upon future taxable income, if any, of the Company. Based on losses from inception, the Company determined that as of December 31, 2020 and 2019 it is more likely than not that the Company will not realize benefits from the deferred tax assets. The Company will not record income tax benefits in the financial statements until it is determined that it is more likely than not that the Company will generate sufficient taxable income to realize the deferred income tax assets. As a result of the analysis, the Company determined that a valuation allowance against the deferred tax assets was required of $1,340,152 and $1,004,029 as of December 31, 2020 and 2019, respectively. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 10 - SUBSEQUENT EVENTS Registered Direct Offerings On January 14, 2021, the Company completed a registered direct offering of 2,221,458 shares of common stock at approximately $4.50 per share for gross proceeds of approximately $10,000,000. On February 11, 2021, the Company completed a registered direct offering of 3,007,026 shares of common stock for gross proceeds of approximately $12.8 million. Stockholder Demand Letter On January 21, 2021, the Company received a stockholder litigation demand letter from the law firm of Purcell Julie & Lefkowitz LLP, on behalf of James Self, a purported stockholder of our Company. The letter demands that the Company (i) deem ineffective the December 30, 2020 amendment to our Amended and Restated Certificate of Incorporation in which the Company effected a one-for-four reverse stock split of its common stock due to the manner in which non-votes by brokers were tabulated, (ii) seek appropriate relief for damages allegedly suffered by the company and its stockholders or seek a valid stockholder approval of the amendment and reverse stock split, and (iii) adopt adequate internal controls to prevent a recurrence of the alleged misconduct. The Company disputes that the amendment was ineffective or that there were any inadequate internal controls related to the same. However, to eliminate any questions about the amendment, the Company intends to seek to ratify the amendment at a special stockholders’ meeting pursuant to Section 204 of the Delaware General Corporation Law. This special stockholders’ meeting is scheduled to occur on May 14, 2021. Development and Clinical Supply Agreement On February 22, 2021, the Company entered into a Development and Clinical Supply Agreement (the “Agreement”) with PureForm Global, Inc. (“PureForm”), pursuant to which PureForm will be the exclusive provider of synthetic cannabidiol (“API”) for the Company’s development plans for cancer treatment and supportive care. Under the terms of the Agreement, PureForm has granted the Company the exclusive right to purchase API and related product for cancer treatment and supportive care during the term of the Agreement (contingent upon an initial minimum order volume during the first thirty (30) days from the effective date) and has agreed to manufacture, package and test the API and related product in accordance with specifications established by the parties. All inventions that are developed jointly by the parties in the course of performing activities under the Agreement will be owned jointly by the parties in accordance with applicable law; however, if the Company funds additional research and development efforts by PureForm, the parties may enter into a further agreement whereby PureForm would assign any resulting inventions or technical information to the Company. The initial term of the Agreement is three (3) years commencing on the effective date of the Agreement, subject to extension by mutual agreement of the parties. The Agreement may be terminated by either party upon thirty (30) days written notice of an uncured material breach or immediately in the event of bankruptcy or insolvency. The Agreement contains, among other provisions, representation and warranties, indemnification obligations and confidentiality provisions in favor of each party that are customary for an agreement of this nature. License Agreement On March 5, 2021, the Company entered into an Exclusive License Agreement (the “Agreement”) with Diverse Biotech, Inc. (“Diverse”), pursuant to which the Company has acquired an exclusive, perpetual license to develop five therapeutic candidates (collectively, the “Agents”) with the goal of alleviating the side effects that cancer patients experience. Under the terms of the Agreement, Diverse has granted the Company an exclusive license to its intellectual property rights covering the Agents and its products. In exchange, the Company has granted Diverse the right to information relating to the Agents developed for the express purpose of using such information to obtain patent rights, which right terminates upon the issuance or denial of the patent rights. Under the Agreement, the Company will maintain sole responsibility and ownership of the development and commercialization of the Agents and its products. Diverse has agreed not to develop or commercialize any agent or product that would compete with the Agents, or its products containing the Agents, at any time during or after the term of the Agreement. If Diverse intends to license, sell, or transfer any other molecules linked with cannabinoids not granted to the Company under the terms of this Agreement, the Company will have the first right, but not the obligation, to negotiate an agreement with Diverse for such cannabinoids. The Company has also agreed to pay Diverse an up-front investment payment of $675,000, as well as a running royalty starting with the first commercial sale by the Company to a third party in an arms’-length transaction. The term of the Agreement shall continue for as long as the Company intends to develop or commercialize the new drugs, unless earlier terminated by either Party. Exercise of Warrants On March 10, 2021, the Company received $3,267,245 from the exercise of warrants to purchase 851,099 shares of common stock. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance and in conformity with the accounting principles generally accepted in the United States of America (“U.S. GAAP”) and the applicable rules and regulations of the Securities and Exchange Commission (the “SEC”) regarding consolidated financial information. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities at the date of the financial statements and expenses during the periods reported. By their nature, these estimates are subject to measurement uncertainty and the effects on the financial statements of changes in such estimates in future periods could be significant. Significant areas requiring management’s estimates and assumptions include determining the fair value of transactions involving common stock and the valuation of stock-based compensation. Actual results could differ from those estimates. |
Foreign Currency Translation | Foreign Currency Translation The reporting currency of the Company is the United States dollar. The financial statements of companies located outside of the U.S. are measured in their functional currency, which is the local currency. The functional currency of the Company is the Canadian dollar. Monetary assets and liabilities are translated using public exchange rates at the balance sheet date. Income and expense items are translated using average monthly exchange rates. Shareholders’ equity accounts and non-monetary assets are translated at their historical exchange rates. Translation adjustments are included in accumulated other comprehensive loss in the accompanying balance sheets. |
Cash and Cash Equivalents | Cash and cash equivalents The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2020 and December 31, 2019. |
Intangibles | Intangibles The Company has finite-lived intangible assets. Finite-lived intangible assets are amortized over their estimated useful lives. Research and development costs are expensed as incurred. Following initial recognition of the finite-lived intangible asset, the asset is carried at cost less any accumulated amortization. Amortization of the asset begins when the asset is available for use. Amortization is recorded in general and administrative expenses on the Company’s consolidated statement of operations. The Company periodically reviews its owned intangible assets for recoverability. |
Impairment of Long Term Assets | Impairment of Long Term Assets The Company evaluates the carrying value of long-lived assets subject to amortization whenever events or changes in circumstances indicate that an impairment may exist. An impairment charge is recognized when the asset’s carrying value exceeds its net undiscounted future cash flows and its fair market value. The amount of the charge is the difference between the asset’s carrying value and fair market value. |
Leases | Leases On February 25, 2016, FASB issued ASU 2016-02, Leases (Topic 842). This update will require organizations that lease assets to recognize on the balance sheet the assets and liabilities for the rights and obligations created by those leases. The new guidance will also require additional disclosures about the amount, timing and uncertainty of cash flows arising from leases. On January 1, 2020, the Company adopted this ASU, which did not have a material impact on the Company’s financial position and results of operations. |
Income Taxes | Income Taxes The Company utilizes an asset and liability approach for financial accounting and reporting for income taxes. The provision for income taxes is based upon income or loss after adjustment for those permanent items that are not considered in the determination of taxable income. Deferred income taxes represent the tax effects of differences between the financial reporting and tax basis of the Company’s assets and liabilities at the enacted tax rates in effect for the years in which the differences are expected to reverse. The Company evaluates the recoverability of deferred tax assets and establishes a valuation allowance when it is more likely than not that some portion or all the deferred tax assets will not be realized. Management makes judgments as to the interpretation of the tax laws that might be challenged upon an audit and cause changes to previous estimates of tax liabilities. In management’s opinion, adequate provisions for income taxes have been made. If actual taxable income by tax jurisdiction varies from estimates, additional allowances or reversals of reserves may be necessary. Tax benefits are recognized only for tax positions that are more likely than not to be sustained upon examination by tax authorities. The amount recognized is measured as the largest amount of benefit that is greater than 50 percent likely to be realized upon settlement. A liability for “unrecognized tax benefits” is recorded for any tax benefits claimed in the Company’s tax returns that do not meet these recognition and measurement standards. As of December 31, 2020 and December 31, 2019, no liability for unrecognized tax benefits was required to be recorded. The Company’s policy for recording interest and penalties associated with tax audits is to record such items as a component of operating expenses. There were no amounts accrued for penalties and interest for the years ended December 31, 2020 and 2019. The Company does not expect its uncertain tax positions to change during the next twelve months. Management is currently unaware of any issues under review that could result in significant payments, accruals or material deviations from its position. The Company has identified its United States and Canadian federal tax return, its state and provincial tax returns in Florida and Ontario, CA as its “major” tax jurisdictions. The Company is in the process of filing its corporate tax returns for the years ended December 31, 2020 and December 31, 2019. Net operating losses for these periods will not be available to reduce future taxable income until the returns are filed. |
Stock-Based Compensation | Stock-Based Compensation The Company follows Accounting Standards Codification (“ASC”) 718, Compensation - Stock Compensation, which addresses the accounting for stock-based payment transactions, requiring such transactions to be accounted for using the fair value method. Awards of shares for property or services are recorded at the more readily measurable of the estimated fair value of the stock award and the estimated fair value of the service. The Company uses the Black-Scholes option-pricing model to determine the grant date fair value of stock-based awards under ASC 718. The estimated fair value is amortized as a charged to earnings on a straight-line basis depending on the terms and conditions of the award, and the nature of the relationship of the recipient of the award to the Company. The Company records the grant date fair value in line with the period over which it was earned. For employees and consultants, this is typically considered to be the vesting period of the award. The Company estimates the expected forfeitures and updates the valuation accordingly. |
Net Loss per Share | Net Loss per Share Basic net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. Diluted earnings per share is computed using the weighted average number of common shares and, if dilutive, potential common shares outstanding during the period. Potential common shares consist of the incremental common shares issuable upon the exercise of stock options and warrants (using the treasury stock method) and convertible notes. The computation of basic net loss per share for the years ended December 31, 2020 and 2019 excludes potentially dilutive securities. The computations of net loss per share for each period presented is the same for both basic and fully diluted. Potentially dilutive securities outlined in the table below have been excluded from the computation of diluted net loss per share because the effect of their inclusion would have been anti-dilutive. For the year ended December 31, 2020 For the year ended December 31, 2019 Warrants to purchase shares of common stock 3,251,406 303,891 Convertible notes - 55,306 Series B Preferred Stock 3,275,407 262,500 Options to purchase shares of common stock 929,765 797,373 Total potentially dilutive securities 7,456,578 1,419,070 |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which at times, may exceed the Federal depository insurance coverage of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. |
Fair Value | Fair Value The carrying value of the Company’s financial instruments, including cash and accounts payable, notes payable and convertible notes payable, approximate fair value because of the short-term nature of such financial instruments. |
Subsequent Events | Subsequent Events The Company has evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Other than as described in these financial statements, the Company did not identify any subsequent events that would have required adjustment to or disclosure in the financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Schedule of Potentially Dilutive Securities | Potentially dilutive securities outlined in the table below have been excluded from the computation of diluted net loss per share because the effect of their inclusion would have been anti-dilutive. For the year ended December 31, 2020 For the year ended December 31, 2019 Warrants to purchase shares of common stock 3,251,406 303,891 Convertible notes - 55,306 Series B Preferred Stock 3,275,407 262,500 Options to purchase shares of common stock 929,765 797,373 Total potentially dilutive securities 7,456,578 1,419,070 |
Notes Payable and Convertible_2
Notes Payable and Convertible Notes Payable (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Payables and Accruals [Abstract] | |
Schedule of Notes Payable and Convertible Notes Payable | As of December 31, 2019, the Company’s notes payable and convertible notes payable consisted of the following: Gross Discount Net February 2019 Note $ 66,000 $ - $ 66,000 March 2019 Note 150,000 - 150,000 April 2019 Convertible Notes 300,000 (6,079 ) 293,921 July 2019 Note 191,640 (2,700 ) 188,940 December 2019 Note 44,000 (2,525 ) 41,475 Total $ 751,640 (11,304 ) $ 740,336 Notes payable $ 451,640 $ (5,225 ) $ 446,415 Convertible notes payable $ 300,000 $ (6,079 ) $ 293,921 |
Schedule of Interest Expense and Amortization of Debt Discount | For the years ended December 31, 2020 and 2019, interest expense and amortization of debt discount consisted of the following: For the Year Ended December 31, 2020 2019 Interest Expense Amortization of Debt Discount Total Interest Expense Amortization of Debt Discount Total February 2019 Note $ - $ 3,840 $ 3,840 $ - $ 6,000 $ 6,000 April 2019 Convertible Notes 13,970 5,842 19,812 13,370 17,142 30,512 July 2019 Note 53,342 44,704 98,046 - 43,836 43,836 December 2019 Note - 1,427 1,427 - 1,475 1,475 February 2020 Note 2,545 50,912 53,457 - - - Alpha Note 86,762 181,906 268,668 - - - Total $ 156,619 $ 288,631 $ 445,250 $ 13,370 $ 68,453 $ 81,823 |
Schedule of Beneficial Conversion Feature and Warrants | The Company valued the beneficial conversion feature and warrants using the following assumptions: Beneficial Conversion Feature Warrants Stock Price CAD $ 1.10 CAD $ 1.10 Exercise Price CAD $ 0.51 CAD $ 0.51 Dividend Yield N/A 0.00 % Expected Volatility N/A 96.0 % Weighted Average Risk-Free Interest Rate N/A 2.31 Number of Shares N/A 130,920 Value (USD) $ 17,851 $ 32,149 Term (in years) N/A 5.0 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Assets Purchased | Cash $ 44,143 Common stock 1,900,546 Total $ 1,944,689 |
Schedule of Components of Intangible Assets | As of December 31, 2020, the Company’s intangible assets consisted of: Gross Accumulated Net Skincare Assets and License Agreements $ 1,944,689 $ (126,968 ) $ 1,817,721 |
Share Capital and Other Equit_2
Share Capital and Other Equity Instruments (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
Schedule of Stock Options | Number of Shares Weighted Average Exercise Price (USD) Weighted Average Grant Date Fair Value (USD) Weighted Average Remaining Contractual Term (years) Aggregate Intrinsic Value (USD) Outstanding – January 1, 2019 689,832 $ 1.94 $ 1.94 Granted 448,713 $ 1.99 $ 1.49 Expired, forfeited, or cancelled (341,172 ) $ 1.99 $ 0.36 Outstanding – December 31, 2019 797,373 $ 1.99 $ 0.72 Granted 378,800 $ 0.94 $ 5.22 Expired forfeited, or cancelled (246,408 ) $ 1.94 $ 0.88 Outstanding – December 31, 2020 929,765 $ 1.53 $ 2.50 6.1 $ 2,537,245 Exercisable at December 31, 2020 929,765 $ 1.53 $ 2.50 6.1 $ 2,537,245 |
Schedule of Fair Value Assumption of Stock Option | The Company utilized the Black-Scholes option-pricing model to determine the fair value of these stock options, using the assumptions as outlined below. Stock Price $ 5.92 Dividend Yield 0 % Expected Volatility 84.7 % Weighted Average Risk-Free Interest Rate 0.37 % Expected life (in years) 1.5 – 4.2 |
Schedule of Warrants | The following table summarizes information about shares issuable under warrants outstanding at December 31, 2020: Warrant Weighted Weighted average remaining life Intrinsic value Outstanding at January 1, 2019 219,510 $ 2.95 0.08 Issued 84,381 $ 3.21 Outstanding at December 31, 2019 303,891 $ 3.02 1.06 $ - Issued 3,222,331 $ 1.96 Forfeited (274,816 ) $ (3.00 ) Outstanding at December 31, 2020 3,251,406 $ 1.95 4.97 $ - Exercisable at December 31, 2020 3,251,406 $ 1.95 4.97 $ 8,040,545 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Schedule of Deferred Tax Assets and Liabilities | The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities are as follows: As of December 31, 2020 2019 Deferred tax assets: Net operating loss carryovers $ 1,340,152 $ 1,004,029 Deferred tax assets, gross 1,340,152 1,004,029 Less: valuation allowance (1,340,152 ) (1,004,029 ) Deferred tax assets, net - - Deferred tax assets (liabilities), net $ - $ - |
Schedule of Valuation Allowance | The change in the Company’s valuation allowance is as follows: For the year ended December 31, 2020 For the year ended December 31, 2019 Beginning of year $ 1,004,029 $ 505,871 Increase in valuation allowance 1,340,152 498,158 End of year $ 2,344,180 $ 1,004,029 |
Schedule of Effective Income Tax Rate Reconciliation | A reconciliation of the provision for income taxes with the amounts computed by applying the statutory federal income tax rate to loss from operations before the provision for income taxes is as follows: For the year ended December 31, 2020 For the year ended December 31, 2019 Canada federal statutory rate (15.0 )% (15.0 )% Provincial taxes (11.5 )% (11.5 )% Permanent differences Non-deductible expenses 7.5 % 5.9 % Valuation allowance 19.1 % 20.6 % Effective income tax rate 0.0 % 0.0 % |
Liquidity (Details Narrative)
Liquidity (Details Narrative) - USD ($) | Feb. 11, 2021 | Jan. 14, 2021 | Mar. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Accumulated deficit | $ (11,759,557) | $ (4,894,881) | |||
Working capital | 1,597,920 | ||||
Cash on hand | $ 1,578,460 | $ 43,714 | |||
Subsequent Event [Member] | |||||
Cash on hand | $ 22,900,000 | ||||
Subsequent Event [Member] | Common Stock [Member] | |||||
Stock issued during period, shares, new issues | 3,007,026 | 2,221,458 | |||
Shares issued, price per share | $ 4.50 | ||||
Gross proceeds from issuance of common stock | $ 12,800,000 | $ 10,000,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Accounting Policies [Abstract] | ||
Cash equivalents | ||
Unrecognized tax benefits | ||
Accrued for penalties and interest | ||
Cash FDIC amount | $ 250,000 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of Potentially Dilutive Securities (Details) - shares | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Total potentially dilutive securities | 7,456,578 | 1,419,070 |
Warrants to Purchase Shares of Common Stock [Member] | ||
Total potentially dilutive securities | 3,251,406 | 303,891 |
Convertible Notes [Member] | ||
Total potentially dilutive securities | 55,306 | |
Series B Preferred Stock [Member] | ||
Total potentially dilutive securities | 3,275,407 | 262,500 |
Options to Purchase Shares of Common Stock [Member] | ||
Total potentially dilutive securities | 929,765 | 797,373 |
Notes Payable and Convertible_3
Notes Payable and Convertible Notes Payable (Details Narrative) - USD ($) | Dec. 30, 2020 | Jul. 21, 2020 | May 06, 2020 | Feb. 24, 2020 | Jan. 12, 2020 | Jan. 10, 2020 | Jan. 08, 2020 | Dec. 12, 2019 | Dec. 09, 2019 | Nov. 21, 2019 | Sep. 20, 2019 | Jul. 08, 2019 | Mar. 05, 2019 | Feb. 07, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Jun. 23, 2020 | Jun. 22, 2020 |
Debt Instrument [Line Items] | ||||||||||||||||||
Notes payable | ||||||||||||||||||
Convertible notes payable | ||||||||||||||||||
Proceeds from notes payable | $ 1,812,410 | $ 238,000 | ||||||||||||||||
Original issue discount | $ 11,304 | |||||||||||||||||
Issuance of granted shares | 378,800 | 448,713 | ||||||||||||||||
Beneficial conversion feature | $ 17,851 | |||||||||||||||||
Common Stock [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Debt conversion converted instrument shares issued | 2,473,848 | 239,326 | ||||||||||||||||
Debt conversion converted instrument value | $ 2,000,000 | |||||||||||||||||
February 2019 Note [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Original issue discount | ||||||||||||||||||
February 2019 Note [Member] | Common Stock [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Debt instrument face amount | $ 66,000 | |||||||||||||||||
February 2019 Note [Member] | Director [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Proceeds from notes payable | $ 60,000 | |||||||||||||||||
Debt instrument face amount | $ 66,000 | |||||||||||||||||
Original issue discount | 6,000 | |||||||||||||||||
Debt instrument, interest rate | ||||||||||||||||||
Maturity date | May 8, 2019 | |||||||||||||||||
March 2019 Note [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Original issue discount | ||||||||||||||||||
March 2019 Note [Member] | Common Stock [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Debt instrument face amount | $ 150,000 | |||||||||||||||||
March 2019 Note [Member] | Former Executive Director [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Notes payable | $ 150,000 | |||||||||||||||||
Debt instrument, interest rate | ||||||||||||||||||
Maturity date | Mar. 4, 2020 | |||||||||||||||||
July 2019 Note [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Original issue discount | 2,700 | |||||||||||||||||
Debt instrument maturity date description | The January 8 Amendment extended the maturity date for the July 2019 Note until the (a) the completion of a bridge financing of greater than or equal to $1,500,000, or (b) April 1, 2020. | |||||||||||||||||
Debt instrument fee amount | $ 45,725 | |||||||||||||||||
Repayment of debt | $ 157,714 | |||||||||||||||||
July 2019 Note [Member] | Note Agreement [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Debt instrument maturity date description | The Company entered into an additional amendment for the July 2019 Note that extended the maturity date for the Note until the earlier of (a) the completion of a bridge financing of greater than or equal to $1,500,000, or (b) January 7, 2020. | The Company entered into an amendment for the July 2019 Note that extended the maturity date for the Note until the earlier of (a) the completion of a bridge financing of greater than or equal to $1,500,000, or (b) December 9, 2019. | The Company entered into an amendment to the July 2019 Note (the "Amendment"). The Amendment extended the maturity date for the Note until the earlier of (a) the completion of a bridge financing of greater than or equal to $1,500,000, or (b) November 7, 2019. | |||||||||||||||
Aggregate extension fee | $ 33,926 | |||||||||||||||||
July 2019 Note [Member] | Former Executive Director [Member] | Note Agreement [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Debt instrument face amount | $ 157,714 | |||||||||||||||||
Original issue discount | $ 19,714 | |||||||||||||||||
Debt instrument, interest rate | 12.50% | |||||||||||||||||
Maturity date | Sep. 8, 2019 | |||||||||||||||||
Proceeds from issuance of debt | $ 138,000 | |||||||||||||||||
July 2019 Note [Member] | Lender [Member] | Common Stock [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Issuance of granted shares | 55,000 | |||||||||||||||||
May 2019 Amendment [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Debt instrument maturity date description | The Company entered into an amendment (the "May 2020 Amendment") whereby both parties agreed to extend the maturity date of the July 2019 Note to September 30, 2020. The Company accounted for this amendment as a modification, as the present value of the future cash flows pre-modification and post-modification were not greater than or equal to 10%. | |||||||||||||||||
December 2019 Note [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Original issue discount | $ 2,525 | |||||||||||||||||
December 2019 Note [Member] | Lender [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Proceeds from notes payable | $ 40,000 | |||||||||||||||||
Original issue discount | $ 4,000 | |||||||||||||||||
Debt instrument, interest rate | 10.00% | |||||||||||||||||
Maturity date | Jan. 31, 2020 | |||||||||||||||||
December 2019 Note [Member] | Lender [Member] | Event of Default [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Debt instrument, interest rate | 24.00% | |||||||||||||||||
December 2019 Note [Member] | Lender [Member] | Common Stock [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Debt conversion converted instrument shares issued | 170,333 | |||||||||||||||||
February 2020 Note [Member] | Common Stock [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Debt conversion converted instrument shares issued | 190,004 | |||||||||||||||||
February 2020 Note [Member] | Lender [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Convertible notes payable | $ 50,000 | |||||||||||||||||
Debt instrument, interest rate | 10.00% | |||||||||||||||||
Maturity date | Jul. 31, 2020 | |||||||||||||||||
Conversion price | $ 0.38 | |||||||||||||||||
Beneficial conversion feature | $ 17,851 | |||||||||||||||||
Fair value of warrants | $ 32,149 | |||||||||||||||||
February 2020 Note [Member] | Lender [Member] | Event of Default [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Debt instrument, interest rate | 24.00% | |||||||||||||||||
Secured Promissory Note [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Proceeds from notes payable | $ 1,500,000 | |||||||||||||||||
Debt instrument, interest rate | 7.00% | |||||||||||||||||
Maturity date | Mar. 31, 2020 | |||||||||||||||||
First Note Amendment [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Maturity date | Jun. 30, 2020 | |||||||||||||||||
Conversion price | $ 0.01 | |||||||||||||||||
First Note Amendment [Member] | Common Stock [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Debt conversion converted instrument shares issued | 8,100,000 | |||||||||||||||||
Second Note Amendment [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Debt instrument face amount | $ 2,000,000 | $ 1,500,000 | ||||||||||||||||
Second Note Amendment [Member] | Alpha Capital Anstalt [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Debt instrument face amount | $ 500,000 |
Notes Payable and Convertible_4
Notes Payable and Convertible Notes Payable - Schedule of Notes Payable and Convertible Notes Payable (Details) | Dec. 31, 2019USD ($) |
Debt Instrument [Line Items] | |
Gross | $ 751,640 |
Discount | (11,304) |
Net | 740,336 |
February 2019 Note [Member] | |
Debt Instrument [Line Items] | |
Gross | 66,000 |
Discount | |
Net | 66,000 |
March 2019 Note [Member] | |
Debt Instrument [Line Items] | |
Gross | 150,000 |
Discount | |
Net | 150,000 |
April 2019 Convertible Notes [Member] | |
Debt Instrument [Line Items] | |
Gross | 300,000 |
Discount | (6,079) |
Net | 293,921 |
July 2019 Note [Member] | |
Debt Instrument [Line Items] | |
Gross | 191,640 |
Discount | (2,700) |
Net | 188,940 |
December 2019 Note [Member] | |
Debt Instrument [Line Items] | |
Gross | 44,000 |
Discount | (2,525) |
Net | 41,475 |
Notes Payable [Member] | |
Debt Instrument [Line Items] | |
Gross | 451,640 |
Discount | (5,225) |
Net | 446,415 |
Convertible Notes Payable [Member] | |
Debt Instrument [Line Items] | |
Gross | 300,000 |
Discount | (6,079) |
Net | $ 293,921 |
Notes Payable and Convertible_5
Notes Payable and Convertible Notes Payable - Schedule of Interest Expense and Amortization of Debt Discount (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Debt Instrument [Line Items] | ||
Interest Expense | $ 156,619 | $ 13,370 |
Amortization of Debt Discount | 288,631 | 68,453 |
Total | 445,250 | 81,823 |
February 2019 Note [Member] | ||
Debt Instrument [Line Items] | ||
Interest Expense | ||
Amortization of Debt Discount | 3,840 | 6,000 |
Total | 3,840 | 6,000 |
April 2019 Convertible Notes [Member] | ||
Debt Instrument [Line Items] | ||
Interest Expense | 13,970 | 13,370 |
Amortization of Debt Discount | 5,842 | 17,142 |
Total | 19,812 | 30,512 |
July 2019 Note [Member] | ||
Debt Instrument [Line Items] | ||
Interest Expense | 53,342 | |
Amortization of Debt Discount | 44,704 | 43,836 |
Total | 98,046 | 43,836 |
December 2019 Note [Member] | ||
Debt Instrument [Line Items] | ||
Interest Expense | ||
Amortization of Debt Discount | 1,427 | 1,475 |
Total | 1,427 | 1,475 |
February 2020 Note [Member] | ||
Debt Instrument [Line Items] | ||
Interest Expense | 2,545 | |
Amortization of Debt Discount | 50,912 | |
Total | 53,457 | |
Alpha Note [Member] | ||
Debt Instrument [Line Items] | ||
Interest Expense | 86,762 | |
Amortization of Debt Discount | 181,906 | |
Total | $ 268,668 |
Notes Payable and Convertible_6
Notes Payable and Convertible Notes Payable - Schedule of Beneficial Conversion Feature and Warrants (Details) | Dec. 31, 2020USD ($)shares |
Debt Instrument [Line Items] | |
Warrants Value (USD) | $ 32,149 |
Warrants Term (in years) | 5 years |
Beneficial Conversion Feature measurement input Value (USD) | $ 17,851 |
Beneficial Conversion Feature measurement input Term (in years) | 0 years |
Stock Price [Member] | CAD [Member] | |
Debt Instrument [Line Items] | |
Warrants measurement input | 1.10 |
Beneficial Conversion Feature measurement input | 1.10 |
Exercise Price [Member] | CAD [Member] | |
Debt Instrument [Line Items] | |
Warrants measurement input | 0.51 |
Beneficial Conversion Feature measurement input | 0.51 |
Dividend Yield [Member] | |
Debt Instrument [Line Items] | |
Warrants measurement input | 0 |
Expected Volatility [Member] | |
Debt Instrument [Line Items] | |
Warrants measurement input | 96 |
Weighted Average Risk-Free Interest Rate [Member] | |
Debt Instrument [Line Items] | |
Warrants measurement input | 2.31 |
Number of Shares [Member] | |
Debt Instrument [Line Items] | |
Warrants measurement input | shares | 130,920 |
Intangible Assets (Details Narr
Intangible Assets (Details Narrative) - Skincare Assets [Member] | Oct. 02, 2020USD ($) |
Gross carrying amount | $ 1,944,689 |
Intangible asset useful life | 4 years |
Intangible Assets - Schedule of
Intangible Assets - Schedule of Assets Purchased (Details) - USD ($) | Dec. 31, 2020 | Oct. 02, 2020 | Dec. 31, 2019 |
Cash | $ 1,578,460 | $ 43,714 | |
Common stock | $ 100,951 | $ 53,114 | |
Skincare Assets [Member] | |||
Cash | $ 44,143 | ||
Common stock | 1,900,546 | ||
Total | $ 1,944,689 |
Intangible Assets - Schedule _2
Intangible Assets - Schedule of Components of Intangible Assets (Details) - Skincare Assets and License Agreements [Member] | Dec. 31, 2020USD ($) |
Gross Carrying Amount | $ 1,944,689 |
Accumulated Amortization | (126,968) |
Net | $ 1,817,721 |
Commitments and Contingengies (
Commitments and Contingengies (Details Narrative) - USD ($) | Jan. 06, 2020 | Jan. 02, 2020 | Jan. 05, 2019 | May 01, 2020 | Dec. 31, 2020 | Dec. 31, 2019 |
Issuance of granted shares | 378,800 | 448,713 | ||||
Common Stock [Member] | ||||||
Stock issued during period shares issued for services | 38,116 | |||||
Consultant [Member] | Common Stock [Member] | ||||||
Stock issued during period shares issued for services | 38,116 | |||||
Mr. David Stefansky [Member] | ||||||
Wages and salaries | $ 15,000 | |||||
Issuance of granted shares | 650,000 | |||||
Mr. Henoch Cohn [Member] | ||||||
Wages and salaries | $ 10,000 | |||||
Business Advisor Services Agreement [Member] | Consultant [Member] | ||||||
Professional fees | $ 12,500 | $ 15,000 | ||||
Stock issued during period shares issued for services | 127,856 | |||||
Business Advisor Services Agreement [Member] | Consultant [Member] | Common Stock [Member] | ||||||
Professional fees | 7,500 | |||||
Business Advisor Services Agreement [Member] | Consultant [Member] | Cash [Member] | ||||||
Professional fees | $ 7,500 |
Share Capital and Other Equit_3
Share Capital and Other Equity Instruments (Details Narrative) - USD ($) | Dec. 30, 2020 | Sep. 25, 2020 | Jul. 21, 2020 | Feb. 24, 2020 | Dec. 31, 2020 | Dec. 31, 2019 |
Common stock voting rights, description | The holders of the Company's common stock are entitled to one vote per share. | |||||
Common stock, shares authorized | 100,000,000 | 100,000,000 | ||||
Preferred stock, shares authorized | 20,000,000 | 20,000,000 | ||||
Common stock issued for accounts payable | $ 756,523 | |||||
Common stock issued for services | $ 88,465 | |||||
Gross proceeds from private placement | 227,500 | |||||
Advance from related party | $ 22,000 | 22,000 | ||||
Amortization of warrants discount | 288,631 | 68,453 | ||||
Share-based Payment Arrangement, Option [Member] | ||||||
Stock based compensation expense related to stock options | 1,977,155 | 535,587 | ||||
Unamortized stock option expense | 0 | |||||
February 2019 Note [Member] | ||||||
Amortization of warrants discount | 3,840 | 6,000 | ||||
February 2020 Note [Member] | ||||||
Warrants to purchase shares of common stock | 130,920 | |||||
Warrants exercise per share | $ 0.38 | |||||
Warrants and rights outstanding, maturity date | Feb. 24, 2025 | |||||
Amortization of warrants discount | 50,912 | |||||
February 2020 Note [Member] | CAD [Member] | ||||||
Warrants exercise per share | $ 0.50 | |||||
Common Stock [Member] | ||||||
Debt instrument, exchange of common stock issued | 2,473,848 | 239,326 | ||||
Common stock issued for accounts payable | $ 4,330 | |||||
Common stock issued for accounts payable, shares | 433,047 | |||||
Common stock issued for services | $ 381 | |||||
Common stock issued for services, shares | 38,116 | |||||
Common Stock [Member] | February 2019 Note [Member] | ||||||
Debt instrument, face value | $ 66,000 | |||||
Common Stock [Member] | March 2019 Note [Member] | ||||||
Debt instrument, face value | $ 150,000 | |||||
Common Stock [Member] | February 2020 Note [Member] | ||||||
Debt instrument, exchange of common stock issued | 190,004 | |||||
Common Stock [Member] | September Private Placement [Member] | ||||||
Sale of common stock under private placement | 36,871 | |||||
Gross proceeds from private placement | $ 250,000 | |||||
Net proceeds from private placement | $ 227,500 | |||||
Common Stock [Member] | Vendors [Member] | ||||||
Common stock issued for accounts payable | $ 756,523 | |||||
Common stock issued for accounts payable, shares | 433,047 | |||||
Common Stock [Member] | Consultant [Member] | ||||||
Common stock issued for services | $ 88,465 | |||||
Common stock issued for services, shares | 38,116 | |||||
Warrant [Member] | February 2020 Note [Member] | ||||||
Amortization of warrants discount | $ 50,000 | |||||
Series B Preferred Stock [Member] | ||||||
Preferred stock, shares authorized | 20,000,000 | |||||
Debt instrument, exchange of common stock issued | 250,000 | |||||
Common stock issued for accounts payable | ||||||
Common stock issued for accounts payable, shares | ||||||
Common stock issued for services | ||||||
Series B Preferred Stock [Member] | December Private Placement [Member] | ||||||
Sale of common stock under private placement | 221,225 | |||||
Gross proceeds from private placement | $ 300,000 | |||||
Net proceeds from private placement | $ 260,500 |
Share Capital and Other Equit_4
Share Capital and Other Equity Instruments - Schedule of Stock Options (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Share Capital And Other Equity Instruments - Schedule Of Stock Options | ||
Number of Shares, Outstanding at beginning of the year | 797,373 | 689,832 |
Number of Shares, Granted | 378,800 | 448,713 |
Number of Shares, Expired, forfeited, or cancelled | (246,408) | (341,172) |
Number of Shares, Outstanding at end of the year | 929,765 | 797,373 |
Number of Shares, Exercisable at December 31, 2020 | 929,765 | |
Weighted Average Exercise Price, Outstanding at beginning of the year | $ 1.99 | $ 1.94 |
Weighted Average Exercise Price, Granted | 0.94 | 1.99 |
Weighted Average Exercise Price, Expired, forfeited, or cancelled | 1.94 | 1.99 |
Weighted Average Exercise Price, Outstanding at end of the year | 1.53 | $ 1.99 |
Weighted Average Exercise Price, Exercisable at December 31, 2020 | $ 1.53 | |
Weighted Average Grant Date Fair Value, Outstanding at beginning of the year | 0.72 | 1.94 |
Weighted Average Grant Date Fair Value, Granted | $ 5.22 | $ 1.49 |
Weighted Average Grant Date Fair Value, Expired, forfeited, or cancelled | $ 0.88 | $ 0.36 |
Weighted Average Grant Date Fair Value, Outstanding at end of the year | 2.50 | 0.72 |
Weighted Average Grant Date Fair Value, Exercisable at December 31, 2020 | $ 2.50 | |
Weighted Average Remaining Contractual Term (years), Outstanding at December 31, 2020 | 6 years 1 month 6 days | |
Weighted Average Remaining Contractual Term (years), Exercisable at December 31, 2020 | 6 years 1 month 6 days | |
Aggregate Intrinsic Value, Outstanding at December 31, 2020 | $ 2,537,245 | |
Aggregate Intrinsic Value, Exercisable at December 31, 2020 | $ 2,537,245 |
Share Capital and Other Equit_5
Share Capital and Other Equity Instruments - Schedule of Fair Value Assumption of Stock Option (Details) | 12 Months Ended |
Dec. 31, 2020 | |
Stock Option [Member] | |
Fair value | 5.92 |
Dividend Yield [Member] | |
Fair value | 0 |
Expected Volatility [Member] | |
Fair value | 84.7 |
Weighted Average Risk-Free Interest Rate [Member] | |
Fair value | 0.37 |
Expected life (in years) [Member] | Minimum [Member] | |
Fair value term | 1 year 6 months |
Expected life (in years) [Member] | Maximum [Member] | |
Fair value term | 4 years 2 months 12 days |
Share Capital and Other Equit_6
Share Capital and Other Equity Instruments - Schedule of Warrants (Details) - Warrant [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Warrant shares outstanding at beginning of the year | 303,891 | 219,510 |
Warrant shares outstanding, Issued | 3,222,331 | 84,381 |
Warrant shares outstanding, Forfeited | (274,816) | |
Warrant shares outstanding at end of the year | 3,251,406 | 303,891 |
Warrant shares outstanding, Exercisable at December 31, 2020 | 3,251,406 | |
Weighted average exercise Price, Outstanding at beginning of the year | $ 3.02 | $ 2.95 |
Weighted average exercise price, Issued | 1.96 | 3.21 |
Weighted average exercise price, Forfeited | (3) | |
Weighted average exercise price, Outstanding at end of the year | 1.95 | $ 3.02 |
Weighted average exercise price, Exercisable at december 31, 2020 | $ 1.95 | |
Weighted average remaining life, Outstanding at beginning of the year | 29 days | |
Weighted average remaining life, Outstanding at December 31, 2020 | 4 years 11 months 19 days | 1 year 22 days |
Weighted average remaining life, Exercisable at December 31, 2020 | 4 years 11 months 19 days | |
Intrinsic Value, Outstanding at December 31, 2020 | ||
Intrinsic Value, Exercisable at December 31, 2020 | $ 8,040,545 |
Tender Agreement (Details Narra
Tender Agreement (Details Narrative) - USD ($) | Aug. 12, 2020 | May 26, 2020 | May 06, 2020 | Jan. 10, 2020 |
Alpha Capital Anstalt [Member] | Amalgamation Agreement [Member] | Common Stock [Member] | ||||
Aggregate purchase price | $ 3,500,000 | |||
Enveric Biosciences, Inc. [Member] | Amalgamation Amendment Agreement [Member] | Common Stock [Member] | Series B Warrants [Member] | ||||
Warrants to acquire shares of common stock | 8,100,000 | |||
Warrants exercise per share | $ 0.01 | |||
Enveric Biosciences, Inc. [Member] | Second Amalgamation Amendment Agreement [Member] | Series B Warrants [Member] | ||||
Warrants to acquire shares of common stock | 8,100,000 | |||
Enveric Biosciences, Inc. [Member] | Second Amalgamation Amendment Agreement [Member] | Common Stock [Member] | ||||
Number of shares issued during amalgamation | 3,675,035 | |||
Enveric Biosciences, Inc. [Member] | Tender Agreement [Member] | ||||
Common stock beneficial ownership blocker, percentage | 9.99% |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Operating loss carryforwards, expiration year | 2029 | ||
Deferred tax assets, valuation allowance | $ 1,340,152 | $ 1,004,029 | $ 505,871 |
Canadian Federal Income Tax Purposes [Member] | |||
Net operating loss carryovers | $ 5,057,176 | $ 3,788,788 |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Income Tax Disclosure [Abstract] | |||
Net operating loss carryovers | $ 1,340,152 | $ 1,004,029 | |
Deferred tax assets, gross | 1,340,152 | 1,004,029 | |
Less: valuation allowance | (1,340,152) | (1,004,029) | $ (505,871) |
Deferred tax assets, net | |||
Deferred tax assets (liabilities), net |
Income Taxes - Schedule of Valu
Income Taxes - Schedule of Valuation Allowance (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||
Beginning of year | $ 1,004,029 | $ 505,871 |
Increase in valuation allowance | 1,340,152 | 498,158 |
End of year | $ 1,340,152 | $ 1,004,029 |
Income Taxes - Schedule of Effe
Income Taxes - Schedule of Effective Income Tax Rate Reconciliation (Details) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||
Canada federal statutory rate | (15.00%) | (15.00%) |
Provincial taxes | (11.50%) | (11.50%) |
Permanent differences | 0.00% | 0.00% |
Non-deductible expenses | 7.50% | 5.90% |
Valuation allowance | 19.10% | 20.60% |
Effective income tax rate | 0.00% | 0.00% |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - Subsequent Event [Member] - USD ($) | Mar. 10, 2021 | Mar. 05, 2021 | Feb. 11, 2021 | Jan. 14, 2021 |
Proceeds from warrants exercise | $ 3,267,245 | |||
Warrants to purchase common stock | 851,099 | |||
Exclusive License Agreement [Member] | Diverse Biotech, Inc. [Member] | ||||
Payment of up-front investment | $ 675,000 | |||
Common Stock [Member] | Registered Direct Offering [Member] | ||||
Sale of common stock, shares | 3,007,026 | 2,221,458 | ||
Sale of common stock, Amount | $ 12,800,000 | $ 10,000,000 | ||
Share price per share | $ 4.50 |