Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2021 | May 13, 2021 | |
Cover [Abstract] | ||
Entity Registrant Name | Enveric Biosciences, Inc. | |
Entity Central Index Key | 0000890821 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2021 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
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 | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 21,390,290 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2021 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash | $ 22,657,150 | $ 1,578,460 |
Prepaid expenses and other current assets | 767,298 | 700,710 |
Total current assets | 23,424,448 | 2,279,170 |
Intangible assets, net | 2,362,177 | 1,817,721 |
Total assets | 25,786,625 | 4,096,891 |
Current liabilities: | ||
Accounts payable and accrued liabilities | 626,947 | 681,250 |
Total liabilities | 626,947 | 681,250 |
Warrant liabilities | 6,168,000 | |
Total liabilities | 6,794,947 | 681,250 |
Commitments and contingencies (Note 6) | ||
Shareholders' Equity | ||
Preferred Stock, $0.01 par value, 20,000,000 shares authorized, 0 and 3,275,407 shares issued and outstanding as of March 31, 2021 and December 31, 2020, respectively | 32,754 | |
Common stock, $0.01 par value, 100,000,000 shares authorized, 19,449,975 and 10,095,109 shares issued and outstanding as of March 31, 2021 and December 31, 2020, respectively | 194,499 | 100,951 |
Additional paid-in capital | 33,952,988 | 15,222,770 |
Accumulated deficit | (15,010,268) | (11,759,557) |
Accumulated other comprehensive loss | (145,541) | (181,277) |
Total shareholders' equity | 18,991,678 | 3,415,641 |
Total liabilities and shareholders' equity | $ 25,786,625 | $ 4,096,891 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2021 | Dec. 31, 2020 |
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 | 0 | 3,275,407 |
Preferred stock, shares outstanding | 0 | 3,275,407 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 19,449,975 | 10,095,109 |
Common stock, shares outstanding | 19,449,975 | 10,095,109 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Operating expenses | ||
General and administrative expenses | $ 6,607,045 | $ 836,702 |
Research and development | 157,952 | |
Total operating expenses | 6,764,997 | 836,702 |
Loss from operations | (6,764,997) | (836,702) |
Other income (expense) | ||
Inducement expense | (298,714) | |
Change in fair value of warrant liabilities | 3,813,000 | |
Interest expense | (261,759) | |
Total other income (expense) | 3,514,286 | (261,759) |
Net loss | (3,250,711) | (1,098,461) |
Other comprehensive loss | ||
Foreign currency translation | 35,736 | (12,698) |
Comprehensive loss | $ (3,214,975) | $ (1,111,159) |
Net loss per share - basic and diluted | $ (0.20) | $ (0.19) |
Weighted average shares outstanding, basic and diluted | 16,220,661 | 5,653,820 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Changes in Shareholders' Equity (Deficit) (Unaudited) - USD ($) | Series B Preferred Stock [Member] | Common Stock [Member] | Additional Paid In Capital [Member] | Accumulated Deficit [Member] | Accumulated Other Comprehensive Loss [Member] | Total |
Balance at Dec. 31, 2019 | $ 55,739 | $ 3,039,163 | $ (4,894,881) | $ (11,622) | $ (1,811,601) | |
Balance, shares at Dec. 31, 2019 | 5,573,915 | |||||
Common stock issued for accounts payable | $ 859 | 172,623 | 173,482 | |||
Common stock issued for accounts payable, shares | 85,942 | |||||
Warrants issued in conjunction with notes payable | 32,149 | 32,149 | ||||
Beneficial conversion feature issued with note payable | 17,851 | 17,851 | ||||
Foreign exchange gain/loss | (12,698) | (12,698) | ||||
Net loss | (1,098,461) | (1,098,461) | ||||
Balance at Mar. 31, 2020 | $ 56,598 | 3,261,786 | (5,993,342) | (24,320) | (2,699,278) | |
Balance, shares at Mar. 31, 2020 | 5,659,857 | |||||
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 | ||||
January 2021 registered direct offering | $ 22,213 | 4,594,874 | 4,617,087 | |||
January 2021 registered direct offering, shares | 2,221,334 | |||||
February 2021 registered direct offering | $ 30,070 | 6,986,331 | 7,016,401 | |||
February 2021 registered direct offering, shares | 3,007,026 | |||||
Stock based compensation | 3,591,565 | 3,591,565 | ||||
Induced conversion of stock options into restricted stock awards | 298,714 | 298,714 | ||||
Conversion of Series B preferred stock | $ (32,754) | $ 32,754 | ||||
Conversion of Series B preferred stock, shares | (3,275,407) | 3,275,407 | ||||
Exercise of warrants | $ 8,511 | 3,258,734 | 3,267,245 | |||
Exercise of warrants, shares | 851,099 | |||||
Foreign exchange gain/loss | 35,736 | 35,736 | ||||
Net loss | (3,250,711) | (3,250,711) | ||||
Balance at Mar. 31, 2021 | $ 194,499 | $ 33,952,988 | $ (15,010,268) | $ (145,541) | $ 18,991,678 | |
Balance, shares at Mar. 31, 2021 | 19,449,975 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Cash Flows From Operating Activities: | ||
Net loss | $ (3,250,711) | $ (1,098,461) |
Adjustments to reconcile net loss to cash used in operating activities: | ||
Extinguishment of note payable | 233,240 | |
Accrued interest | 28,519 | |
Change in fair value of warrant liability | (3,813,000) | |
Stock-based compensation | 3,591,565 | |
Inducement expense | 298,714 | |
Amortization of intangible assets | 136,640 | |
Change in operating assets and liabilities: | ||
Prepaid expenses and other current assets | (66,208) | (49,588) |
Accounts payable and accrued liabilities | (59,278) | (7,632) |
Net cash used in operating activities | (3,162,278) | (893,922) |
Cash Flows From Investing Activities: | ||
Purchase of license agreement | (675,000) | |
Net cash used in investing activities | (675,000) | |
Cash Flows From Financing Activities: | ||
Proceeds from sale of common stock, net of offering costs | 21,614,488 | |
Proceeds from convertible notes payable | 50,000 | |
Proceeds from note payable | 1,319,910 | |
Repayment of note payable | (157,714) | |
Proceeds from warrant exercises | 3,267,245 | 1,212,196 |
Net cash provided by financing activities | 24,881,733 | (107,714) |
Effect of foreign exchange rate on cash | 34,235 | (86,677) |
Net increase in cash | 21,078,690 | 231,597 |
Cash - beginning of period | 1,578,460 | 43,714 |
Cash - end of period | 22,657,150 | 275,311 |
Supplemental non-cash financing activities: | ||
Warrants issued in conjunction with notes payable issuances | 17,851 | |
Shares of common stock issued for note payable extensions | 32,149 | |
Shares of common stock issued for accounts payable | $ 173,482 |
Business
Business | 3 Months Ended |
Mar. 31, 2021 | |
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 completed the Offer 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 unaudited condensed consolidated financial statements are those of Jay Pharma. COVID-19 During 2020 and continuing into 2021, the world has been, and continues to be, impacted by the novel coronavirus (COVID-19) pandemic. COVID-19 and measures to prevent its spread impacted our business in a number of ways. The impact of these disruptions and the extent of their adverse impact on our financial and operating results will be dictated by the length of time that such disruptions continue, which will, in turn, depend on the currently unknowable duration and severity of the impacts of COVID-19, and among other things, the impact of governmental actions imposed in response to COVID-19 and individuals’ and companies’ risk tolerance regarding health matters going forward and developing strain mutations. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2 – SUMMARY OF Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) for interim financial information and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. Management’s opinion is that all adjustments (consisting of normal accruals) considered necessary for a fair presentation have been included. Operating results for the three months ended March 31, 2021 are not necessarily indicative of the results that may be expected for the year ending December 31, 2021. These unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements for the year ended December 31, 2020 and related notes thereto included in the Company’s Annual Report on Form 10-K filed with the SEC on April 1, 2021. 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 March 31, 2021 and December 31, 2020. Warrant Liability The Company accounts for warrants for shares of the Company’s common stock that are not indexed to its own stock as liabilities at fair value on the balance sheet. Such warrants are subject to remeasurement at each balance sheet date and any change in fair value is recognized as a component of other expense on the statement of operations. The Company will continue to adjust the liability for changes in fair value until the earlier of the exercise or expiration of such common stock warrants. At that time, the portion of the warrant liability related to such common stock warrants will be reclassified to additional paid-in capital. Offering Costs The Company allocates offering costs to the different components of the capital raise on a pro rata basis. Any offering costs allocated to common stock are charged directly to additional paid-in capital. Any offering costs allocated to warrant liabilities are charged to general and administrative expenses on the Company’s statement of operations. 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 three months ended March 31, 2021 and 2020 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 three months ended March 31, 2021 For the three months ended March 31, 2020 Warrants to purchase shares of common stock 5,979,611 1,504,593 Convertible notes - 380,920 Restricted stock units 3,279,284 - Restricted stock awards 70,986 - Options to purchase shares of common stock 369,361 3,604,348 Total potentially dilutive securities 9,699,242 5,489,861 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 Measurement The Company follows Accounting Standards Codification (“ASC”) 820–10 “Fair Value Measurement” of the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification to measure the fair value of its financial instruments and disclosures about fair value of its financial instruments. ASC 820–10 establishes a framework for measuring fair value and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, ASC 820–10 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The three (3) levels of fair value hierarchy defined by ASC 820–10 are described below: Level 1 Quoted market prices available in active markets for identical assets or liabilities as of the reporting date. Level 2 Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. Level 3 Pricing inputs that are generally unobservable inputs and not corroborated by market data. Financial assets or liabilities are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument. The carrying amounts of the Company’s financial assets and liabilities, such as cash, prepaid expenses and other current assets, accounts payable and accrued expenses approximate their fair values due to the short-term nature of these instruments. The Company uses Level 3 of the fair value hierarchy to measure the fair value of its warrant liabilities. The Company revalues such liabilities at every reporting period and recognizes gains or losses as change in fair value of warrant liabilities in the condensed consolidated statements of operations that are attributable to the change in the fair value of the warrant liabilities. The following table provides the financial liabilities measured on a recurring basis and reported at fair value on the balance sheet as of March 31, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Level March 31, 2021 Warrant liabilities – January Warrants 3 $ 3,164,000 Warrant liabilities – February Warrants 3 3,004,000 Fair value as of March 31, 2021 $ 6,168,000 The Company had no assets or liabilities measured at fair value at December 31, 2020. Both the January and February Warrants are classified as Level 3, for which there is no current market for these securities such as the determination of fair value requires significant judgment or estimation. Changes in fair value measurement categorized within Level 3 of the fair value hierarchy are analyzed each period based on changes in estimates or assumptions and recorded as appropriate. Initial Measurement The Company established the initial fair value of its warrant liabilities at the respective dates of issuance. The Company used a Black Scholes valuation model in order to determine their value. The key inputs into the Black Scholes valuation model for the initial valuations are below: January Warrants February Warrants January 13, 2021 February 12, 2021 Term (years) 5.0 5.0 Stock price $ 4.21 $ 4.62 Exercise price $ 4.95 $ 4.95 Dividend yield 0.0 % 0.0 % Expected volatility 84.7 % 84.7 % Risk free interest rate 0.5 % 0.5 % Number of shares 1,821,514 1,714,005 Value (per share) $ 2.66 $ 3.00 Subsequent measurement The following table presents the changes in fair value of the warrant liabilities: January Warrants February Warrants Total Warrant Liability Fair value as of December 31, 2020 $ - $ - $ - Initial value of warrant liability 4,846,000 5,135,000 9,981,000 Change in fair value (1,682,000 ) (2,131,000 ) (3,813,000 ) Fair value as of March 31, 2021 $ 3,164,000 $ 3,004,000 $ 6,168,000 The key inputs into the Black Scholes valuation model for the Level 3 valuations as of March 31, 2021 are below: January Warrants February Warrants Term (years) 4.8 4.9 Stock price $ 3.07 $ 3.07 Exercise price $ 4.95 $ 4.95 Dividend yield 0.0 % 0.0 % Expected volatility 84.7 % 84.7 % Risk free interest rate 0.9 % 0.9 % Number of shares 1,821,514 1,714,005 Value (per share) $ 1.74 $ 1.75 Recent Accounting Pronouncements In December 2019, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2019-12, Income Taxes (Topic 740: Simplifying the Accounting for Income Taxes (“ASU 2019-12”), which removes certain exceptions to the general principles in Topic 740. ASU 2019-12 is effective for the fiscal years beginning after December 15, 2020, with early adoption permitted. The adoption of this guidance did not have a material impact on the Company’s financial statements. In October 2020, the FASB issued ASU 2020-10, “Codification Improvements.” The new accounting rules improve the consistency of the Codification by including all disclosure guidance in the appropriate Disclosure Section (Section 50) that had only been included in the Other Presentation Matters Section (Section 45) of the Codification. Additionally, the new rules also clarify guidance across various topics including defined benefit plans, foreign currency transactions, and interest expense. The new accounting rules were effective for the Company in the first quarter of 2021. The adoption of the new accounting rules did not have a material impact on the Company’s financial statements. In May 2021, the FASB issued ASU No. 2021-04, Earnings Per Share (Topic 260), Debt—Modifications and Extinguishments (Subtopic 470-50), Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options. The amendments in ASU No. 2021-04 provides guidance to clarify and reduce diversity in an issuer’s accounting for modifications or exchanges of freestanding equity-classified written call options (for example, warrants) that remain equity classified after modification or exchange. The amendments in this ASU No. 2021-04 are effective for all entities for fiscal years beginning after December 15, 2021, and interim periods within those fiscal years, with early adoption permitted, including interim periods within those fiscal years. As a result, the Company will not be required to adopt ASU 2021-04 until October 1, 2022. The Company is currently evaluating the impact of the adoption of this principle on the Company’s condensed consolidated financial statements. 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. |
Intangible Assets
Intangible Assets | 3 Months Ended |
Mar. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | NOTE 3 – INTANGIBLE ASSETS As of March 31, 2021, the Company’s intangible assets consisted of: Useful Life Gross Accumulated Net Skincare Assets and License Agreements 4 years $ 1,944,689 $ (257,512 ) $ 1,687,177 Diverse Bio License Agreement 4 years 675,000 - 675,000 Total $ 2,619,689 $ (257,512 ) $ 2,362,177 During the three months ended March 31, 2021 and 2020, the Company recognized amortization expense of $136,640 and $0, respectively. Acquisition of Diverse Bio License Agreement On March 5, 2021, the Company entered into an Exclusive License Agreement (the “DB Agreement”) with Diverse Biotech, Inc. (“Diverse”), pursuant to which the Company 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 DB 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 DB 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 DB Agreement. If Diverse intends to license, sell, or transfer any other molecules linked with cannabinoids not granted to the Company under the terms of the DB 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 in the amount 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 DB Agreement shall continue for as long as the Company intends to develop or commercialize the new drugs, unless earlier terminated by either Party. The Agreement may be terminated by either party upon ninety (90) days written notice of an uncured material breach or in the event of bankruptcy or insolvency. In addition, the Company has the right to terminate the DB Agreement at any time upon sixty (60) days’ prior written notice to Diverse. |
Commitments and Contingengies
Commitments and Contingengies | 3 Months Ended |
Mar. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingengies | NOTE 4 – COMMITMENTS AND CONTINGENCIES 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. 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 the 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 “PureForm 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 PureForm 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 PureForm 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 PureForm Agreement is three (3) years commencing on the effective date of the Agreement, subject to extension by mutual agreement of the parties. The PureForm 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. Appointment of Chief Financial Officer On April 9, 2021, John M. Van Buiten resigned from his position as the Company’s chief financial officer, effective May 15, 2021. Mr. Van Buiten’s resignation was not the result of any disagreement regarding any matter relating to the Company’s operations, policies, or practices. On April 9, 2021, Carter J. Ward, 56, was appointed as the Company’s chief financial officer, effective May 15, 2021 (the “Effective Date”). In connection with Mr. Ward’s appointment as chief financial officer, Mr. Ward entered into an employment agreement with the Company on April 9, 2021 (the “Ward Employment Agreement”), effective as of May 15, 2021, pursuant to which Mr. Ward will receive a base salary of $295,000 (“Base Salary”) and is eligible to receive annual performance bonuses of up to 50% of his Base Salary, as determined from time-to-time by the Company’s board of directors. |
Share Capital and Other Equity
Share Capital and Other Equity Instruments | 3 Months Ended |
Mar. 31, 2021 | |
Equity [Abstract] | |
Share Capital and Other Equity Instruments | NOTE 5 - 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 and 20,000,000 shares of Series B Preferred Stock were authorized under the Company’s articles of incorporation. 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 During the three months ended March 31, 2021, holders of an aggregate of 3,275,407 shares of Series B Preferred Stock converted their shares into 3,275,407 shares of common stock. Following those conversions, no Series B Preferred stock shares remain outstanding. Offerings On January 14, 2021, the Company completed an offering of 2,221,458 shares of Common Stock and pre-funded warrants at approximately $4.50 per share and a concurrent private placement of warrants to purchase 1,666,019 shares of Common Stock at $4.9519 per share, exercisable immediately and terminating five years after the date of issuance for gross proceeds of approximately $10,000,000. The net proceeds to the Company after deducting financial advisory fees and other costs and expenses were approximately $8,806,087. On February 11, 2021, the Company completed an offering of 3,007,026 shares of Common Stock and a concurrent private placement of warrants to purchase 1,503,513 shares of Common Stock at $4.90 per share, exercisable immediately and terminating five year from the date of issuance for gross proceeds of approximately $12,800,000. The net proceeds to Enveric from the offering after deducting financial advisory fees and other costs and expenses were approximately $11,624,401. 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, 2021 929,765 $ 1.53 $ 2.50 Expired forfeited, or cancelled (560,404 ) $ 1.65 $ 1.66 Outstanding – December 31, 2020 369,361 $ 1.35 $ 3.80 5.2 $ 636,156 Exercisable at December 31, 2020 369,361 $ 1.35 $ 3.80 5.2 $ 636,156 The Company’s stock based compensation expense related to stock options for the three months ended March 31, 2021 and 2020 was $0 and $0, respectively. As of March 31, 2021, the Company had $0 in unamortized stock option expense. During the three months ended March 31, 2021, the Company exchanged options to purchase 560,404 shares of common stock for 325,410 restricted stock units and 42,125 restricted stock awards. In connection with this exchange, the Company recognized $298,714 in inducement expense related to the increase in fair value of the new awards over the old awards, which is included in general and administrative expenses on the Company’s statement of operations and comprehensive loss. Restricted Stock Awards The Company’s activity in restricted common stock was as follows for the three months ended March 31, 2021: Number of shares Weighted Non–vested at January 1, 2021 - $ - Granted 70,986 $ 4.16 Vested (44,390 ) $ 4.49 Non–vested at March 31, 2021 26,596 $ 3.61 For the three months ended March 31, 2021 and 2020, the Company recorded $32,112 and $0, in stock-based compensation expense related to restricted stock awards. As of March 31, 2021, unamortized stock-based compensation costs related to restricted share awards was $72,009, which will be recognized over a weighted average period of 0.47 years. Issuance of Restricted Stock Units The Company’s activity in restricted stock units was as follows for the three months ended March 31, 2021: Number of shares Weighted average Non–vested at January 1, 2021 - $ - Granted 3,279,284 $ 4.41 Vested (1,207,825 ) $ 4.46 Non–vested at March 31, 2021 2,071,459 $ 4.38 For the three months ended March 31, 2021 and 2020, the Company recorded $3,559,453 and $0, respectively, in stock-based compensation expense related to restricted stock units, which is a component of general and administrative expenses in the condensed consolidated statement of operations. As of March 31, 2021, unamortized stock-based compensation costs related to restricted stock units was $9,416,205 and will be recognized over a weighted average period of 1.93 years. Warrants The following table summarizes information about shares issuable under warrants outstanding at March 31, 2021: Warrant Weighted Weighted average remaining life Intrinsic value Outstanding at January 1, 2021 3,661,178 $ 1.98 Issued 3,535,519 $ 4.93 Exercised (851,099 ) $ 4.17 Outstanding at March 31, 2021 6,345,598 $ 3.33 4.9 $ 6,049,152 Exercisable at March 31, 2021 6,345,598 $ 3.33 4.9 $ 6,049,152 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) for interim financial information and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. Management’s opinion is that all adjustments (consisting of normal accruals) considered necessary for a fair presentation have been included. Operating results for the three months ended March 31, 2021 are not necessarily indicative of the results that may be expected for the year ending December 31, 2021. These unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements for the year ended December 31, 2020 and related notes thereto included in the Company’s Annual Report on Form 10-K filed with the SEC on April 1, 2021. |
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 March 31, 2021 and December 31, 2020. |
Warrant Liability | Warrant Liability The Company accounts for warrants for shares of the Company’s common stock that are not indexed to its own stock as liabilities at fair value on the balance sheet. Such warrants are subject to remeasurement at each balance sheet date and any change in fair value is recognized as a component of other expense on the statement of operations. The Company will continue to adjust the liability for changes in fair value until the earlier of the exercise or expiration of such common stock warrants. At that time, the portion of the warrant liability related to such common stock warrants will be reclassified to additional paid-in capital. |
Offering Costs | Offering Costs The Company allocates offering costs to the different components of the capital raise on a pro rata basis. Any offering costs allocated to common stock are charged directly to additional paid-in capital. Any offering costs allocated to warrant liabilities are charged to general and administrative expenses on the Company’s statement of operations. |
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 three months ended March 31, 2021 and 2020 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 three months ended March 31, 2021 For the three months ended March 31, 2020 Warrants to purchase shares of common stock 5,979,611 1,504,593 Convertible notes - 380,920 Restricted stock units 3,279,284 - Restricted stock awards 70,986 - Options to purchase shares of common stock 369,361 3,604,348 Total potentially dilutive securities 9,699,242 5,489,861 |
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 Measurement | Fair Value Measurement The Company follows Accounting Standards Codification (“ASC”) 820–10 “Fair Value Measurement” of the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification to measure the fair value of its financial instruments and disclosures about fair value of its financial instruments. ASC 820–10 establishes a framework for measuring fair value and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, ASC 820–10 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The three (3) levels of fair value hierarchy defined by ASC 820–10 are described below: Level 1 Quoted market prices available in active markets for identical assets or liabilities as of the reporting date. Level 2 Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. Level 3 Pricing inputs that are generally unobservable inputs and not corroborated by market data. Financial assets or liabilities are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument. The carrying amounts of the Company’s financial assets and liabilities, such as cash, prepaid expenses and other current assets, accounts payable and accrued expenses approximate their fair values due to the short-term nature of these instruments. The Company uses Level 3 of the fair value hierarchy to measure the fair value of its warrant liabilities. The Company revalues such liabilities at every reporting period and recognizes gains or losses as change in fair value of warrant liabilities in the condensed consolidated statements of operations that are attributable to the change in the fair value of the warrant liabilities. The following table provides the financial liabilities measured on a recurring basis and reported at fair value on the balance sheet as of March 31, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Level March 31, 2021 Warrant liabilities – January Warrants 3 $ 3,164,000 Warrant liabilities – February Warrants 3 3,004,000 Fair value as of March 31, 2021 $ 6,168,000 The Company had no assets or liabilities measured at fair value at December 31, 2020. Both the January and February Warrants are classified as Level 3, for which there is no current market for these securities such as the determination of fair value requires significant judgment or estimation. Changes in fair value measurement categorized within Level 3 of the fair value hierarchy are analyzed each period based on changes in estimates or assumptions and recorded as appropriate. Initial Measurement The Company established the initial fair value of its warrant liabilities at the respective dates of issuance. The Company used a Black Scholes valuation model in order to determine their value. The key inputs into the Black Scholes valuation model for the initial valuations are below: January Warrants February Warrants January 13, 2021 February 12, 2021 Term (years) 5.0 5.0 Stock price $ 4.21 $ 4.62 Exercise price $ 4.95 $ 4.95 Dividend yield 0.0 % 0.0 % Expected volatility 84.7 % 84.7 % Risk free interest rate 0.5 % 0.5 % Number of shares 1,821,514 1,714,005 Value (per share) $ 2.66 $ 3.00 Subsequent measurement The following table presents the changes in fair value of the warrant liabilities: January Warrants February Warrants Total Warrant Liability Fair value as of December 31, 2020 $ - $ - $ - Initial value of warrant liability 4,846,000 5,135,000 9,981,000 Change in fair value (1,682,000 ) (2,131,000 ) (3,813,000 ) Fair value as of March 31, 2021 $ 3,164,000 $ 3,004,000 $ 6,168,000 The key inputs into the Black Scholes valuation model for the Level 3 valuations as of March 31, 2021 are below: January Warrants February Warrants Term (years) 4.8 4.9 Stock price $ 3.07 $ 3.07 Exercise price $ 4.95 $ 4.95 Dividend yield 0.0 % 0.0 % Expected volatility 84.7 % 84.7 % Risk free interest rate 0.9 % 0.9 % Number of shares 1,821,514 1,714,005 Value (per share) $ 1.74 $ 1.75 |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In December 2019, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2019-12, Income Taxes (Topic 740: Simplifying the Accounting for Income Taxes (“ASU 2019-12”), which removes certain exceptions to the general principles in Topic 740. ASU 2019-12 is effective for the fiscal years beginning after December 15, 2020, with early adoption permitted. The adoption of this guidance did not have a material impact on the Company’s financial statements. In October 2020, the FASB issued ASU 2020-10, “Codification Improvements.” The new accounting rules improve the consistency of the Codification by including all disclosure guidance in the appropriate Disclosure Section (Section 50) that had only been included in the Other Presentation Matters Section (Section 45) of the Codification. Additionally, the new rules also clarify guidance across various topics including defined benefit plans, foreign currency transactions, and interest expense. The new accounting rules were effective for the Company in the first quarter of 2021. The adoption of the new accounting rules did not have a material impact on the Company’s financial statements. In May 2021, the FASB issued ASU No. 2021-04, Earnings Per Share (Topic 260), Debt—Modifications and Extinguishments (Subtopic 470-50), Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options. The amendments in ASU No. 2021-04 provides guidance to clarify and reduce diversity in an issuer’s accounting for modifications or exchanges of freestanding equity-classified written call options (for example, warrants) that remain equity classified after modification or exchange. The amendments in this ASU No. 2021-04 are effective for all entities for fiscal years beginning after December 15, 2021, and interim periods within those fiscal years, with early adoption permitted, including interim periods within those fiscal years. As a result, the Company will not be required to adopt ASU 2021-04 until October 1, 2022. The Company is currently evaluating the impact of the adoption of this principle on the Company’s condensed consolidated financial statements. |
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) | 3 Months Ended |
Mar. 31, 2021 | |
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 three months ended March 31, 2021 For the three months ended March 31, 2020 Warrants to purchase shares of common stock 5,979,611 1,504,593 Convertible notes - 380,920 Restricted stock units 3,279,284 - Restricted stock awards 70,986 - Options to purchase shares of common stock 369,361 3,604,348 Total potentially dilutive securities 9,699,242 5,489,861 |
Schedule of Fair Value Hierarchy of Valuation Inputs on Recurring Basis | The following table provides the financial liabilities measured on a recurring basis and reported at fair value on the balance sheet as of March 31, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Level March 31, 2021 Warrant liabilities – January Warrants 3 $ 3,164,000 Warrant liabilities – February Warrants 3 3,004,000 Fair value as of March 31, 2021 $ 6,168,000 |
Schedule of Fair Value of Warrant Liabilities | The following table presents the changes in fair value of the warrant liabilities: January Warrants February Warrants Total Warrant Liability Fair value as of December 31, 2020 $ - $ - $ - Initial value of warrant liability 4,846,000 5,135,000 9,981,000 Change in fair value (1,682,000 ) (2,131,000 ) (3,813,000 ) Fair value as of March 31, 2021 $ 3,164,000 $ 3,004,000 $ 6,168,000 |
Initial Measurement [Member] | |
Schedule of Black Scholes Valuation Models of Warrant Liabilities | The key inputs into the Black Scholes valuation model for the initial valuations are below: January Warrants February Warrants January 13, 2021 February 12, 2021 Term (years) 5.0 5.0 Stock price $ 4.21 $ 4.62 Exercise price $ 4.95 $ 4.95 Dividend yield 0.0 % 0.0 % Expected volatility 84.7 % 84.7 % Risk free interest rate 0.5 % 0.5 % Number of shares 1,821,514 1,714,005 Value (per share) $ 2.66 $ 3.00 |
Subsequent Measurement [Member] | |
Schedule of Black Scholes Valuation Models of Warrant Liabilities | The key inputs into the Black Scholes valuation model for the Level 3 valuations as of March 31, 2021 are below: January Warrants February Warrants Term (years) 4.8 4.9 Stock price $ 3.07 $ 3.07 Exercise price $ 4.95 $ 4.95 Dividend yield 0.0 % 0.0 % Expected volatility 84.7 % 84.7 % Risk free interest rate 0.9 % 0.9 % Number of shares 1,821,514 1,714,005 Value (per share) $ 1.74 $ 1.75 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Components of Intangible Assets | As of March 31, 2021, the Company’s intangible assets consisted of: Useful Life Gross Accumulated Net Skincare Assets and License Agreements 4 years $ 1,944,689 $ (257,512 ) $ 1,687,177 Diverse Bio License Agreement 4 years 675,000 - 675,000 Total $ 2,619,689 $ (257,512 ) $ 2,362,177 |
Share Capital and Other Equit_2
Share Capital and Other Equity Instruments (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
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, 2021 929,765 $ 1.53 $ 2.50 Expired forfeited, or cancelled (560,404 ) $ 1.65 $ 1.66 Outstanding – December 31, 2020 369,361 $ 1.35 $ 3.80 5.2 $ 636,156 Exercisable at December 31, 2020 369,361 $ 1.35 $ 3.80 5.2 $ 636,156 |
Schedule of Warrants | The following table summarizes information about shares issuable under warrants outstanding at March 31, 2021: Warrant Weighted Weighted average remaining life Intrinsic value Outstanding at January 1, 2021 3,661,178 $ 1.98 Issued 3,535,519 $ 4.93 Exercised (851,099 ) $ 4.17 Outstanding at March 31, 2021 6,345,598 $ 3.33 4.9 $ 6,049,152 Exercisable at March 31, 2021 6,345,598 $ 3.33 4.9 $ 6,049,152 |
Restricted Stock Awards [Member] | |
Schedule of Restricted Stock Units and Awards Activity | The Company’s activity in restricted common stock was as follows for the three months ended March 31, 2021: Number of shares Weighted Non–vested at January 1, 2021 - $ - Granted 70,986 $ 4.16 Vested (44,390 ) $ 4.49 Non–vested at March 31, 2021 26,596 $ 3.61 |
Restricted Stock Units [Member] | |
Schedule of Restricted Stock Units and Awards Activity | The Company’s activity in restricted stock units was as follows for the three months ended March 31, 2021: Number of shares Weighted average Non–vested at January 1, 2021 - $ - Granted 3,279,284 $ 4.41 Vested (1,207,825 ) $ 4.46 Non–vested at March 31, 2021 2,071,459 $ 4.38 |
Liquidity (Details Narrative)
Liquidity (Details Narrative) - USD ($) | Feb. 11, 2021 | Jan. 14, 2021 | Mar. 31, 2021 | Dec. 31, 2020 |
Accumulated deficit | $ (15,010,268) | $ (11,759,557) | ||
Working capital | $ 22,797,501 | |||
Common Stock [Member] | Offering [Member] | ||||
Stock issued during period, shares, new issues | 3,007,026 | 2,221,458 | ||
Warrants exercise price | $ 4.50 | |||
Proceeds from warrants | $ 12,800,000 | $ 10,000,000 | ||
Proceeds from offering cost | $ 11,624,401 | $ 8,806,087 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Accounting Policies [Abstract] | ||
Cash equivalents | ||
Cash FDIC amount | $ 250,000 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of Potentially Dilutive Securities (Details) - shares | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Total potentially dilutive securities | 9,699,242 | 5,489,861 |
Warrants to Purchase Shares of Common Stock [Member] | ||
Total potentially dilutive securities | 5,979,611 | 1,504,593 |
Convertible Notes [Member] | ||
Total potentially dilutive securities | 380,920 | |
Restricted Stock Units [Member] | ||
Total potentially dilutive securities | 3,279,284 | |
Restricted Stock Awards [Member] | ||
Total potentially dilutive securities | 70,986 | |
Options to Purchase Shares of Common Stock [Member] | ||
Total potentially dilutive securities | 369,361 | 3,604,348 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Schedule of Fair Value Hierarchy of Valuation Inputs on Recurring Basis (Details) - Fair Value, Recurring [Member] - Fair Value, Inputs, Level 3 [Member] | Mar. 31, 2021USD ($) |
Fair value | $ 6,168,000 |
Warrant Liabilities - January Warrants [Member] | |
Fair value | 3,164,000 |
Warrant Liabilities - February Warrants [Member] | |
Fair value | $ 3,004,000 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Schedule of Black Scholes Valuation Models of Warrant Liabilities (Details) | Mar. 31, 2021$ / sharesshares | Feb. 12, 2021$ / sharesshares | Jan. 13, 2021$ / sharesshares |
Initial Measurement [Member] | January Warrants [Member] | |||
Warrant measurement term | 5 years | ||
Number of shares | shares | 1,821,514 | ||
Value (per share) | $ 2.66 | ||
Initial Measurement [Member] | January Warrants [Member] | Stock Price [Member] | |||
Warrant measurement input | 4.21 | ||
Initial Measurement [Member] | January Warrants [Member] | Exercise Price [Member] | |||
Warrant measurement input | 4.95 | ||
Initial Measurement [Member] | January Warrants [Member] | Discount Yield [Member] | |||
Warrant measurement input | 0 | ||
Initial Measurement [Member] | January Warrants [Member] | Expected Volatility [Member] | |||
Warrant measurement input | 84.7 | ||
Initial Measurement [Member] | January Warrants [Member] | Risk Free Interest Rate [Member] | |||
Warrant measurement input | 0.5 | ||
Initial Measurement [Member] | February Warrants [Member] | |||
Warrant measurement term | 5 years | ||
Number of shares | shares | 1,714,005 | ||
Value (per share) | $ 3 | ||
Initial Measurement [Member] | February Warrants [Member] | Stock Price [Member] | |||
Warrant measurement input | 4.62 | ||
Initial Measurement [Member] | February Warrants [Member] | Exercise Price [Member] | |||
Warrant measurement input | 4.95 | ||
Initial Measurement [Member] | February Warrants [Member] | Discount Yield [Member] | |||
Warrant measurement input | 0 | ||
Initial Measurement [Member] | February Warrants [Member] | Expected Volatility [Member] | |||
Warrant measurement input | 84.7 | ||
Initial Measurement [Member] | February Warrants [Member] | Risk Free Interest Rate [Member] | |||
Warrant measurement input | 0.5 | ||
Subsequent Measurement [Member] | January Warrants [Member] | |||
Warrant measurement term | 4 years 9 months 18 days | ||
Number of shares | shares | 1,821,514 | ||
Value (per share) | $ 1.74 | ||
Subsequent Measurement [Member] | January Warrants [Member] | Stock Price [Member] | |||
Warrant measurement input | 3.07 | ||
Subsequent Measurement [Member] | January Warrants [Member] | Exercise Price [Member] | |||
Warrant measurement input | 4.95 | ||
Subsequent Measurement [Member] | January Warrants [Member] | Discount Yield [Member] | |||
Warrant measurement input | 0 | ||
Subsequent Measurement [Member] | January Warrants [Member] | Expected Volatility [Member] | |||
Warrant measurement input | 84.7 | ||
Subsequent Measurement [Member] | January Warrants [Member] | Risk Free Interest Rate [Member] | |||
Warrant measurement input | 0.9 | ||
Subsequent Measurement [Member] | February Warrants [Member] | |||
Warrant measurement term | 4 years 10 months 25 days | ||
Number of shares | shares | 1,714,005 | ||
Value (per share) | $ 1.75 | ||
Subsequent Measurement [Member] | February Warrants [Member] | Stock Price [Member] | |||
Warrant measurement input | 3.07 | ||
Subsequent Measurement [Member] | February Warrants [Member] | Exercise Price [Member] | |||
Warrant measurement input | 4.95 | ||
Subsequent Measurement [Member] | February Warrants [Member] | Discount Yield [Member] | |||
Warrant measurement input | 0 | ||
Subsequent Measurement [Member] | February Warrants [Member] | Expected Volatility [Member] | |||
Warrant measurement input | 84.7 | ||
Subsequent Measurement [Member] | February Warrants [Member] | Risk Free Interest Rate [Member] | |||
Warrant measurement input | 0.9 |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Schedule of Fair Value of Warrant Liabilities (Details) - Subsequent Measurement [Member] | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Fair value as of December 31, 2020 | |
Initial value of warrant liability | 9,981,000 |
Change in fair value | (3,813,000) |
Fair value as of March 31, 2021 | 6,168,000 |
January Warrants [Member] | |
Fair value as of December 31, 2020 | |
Initial value of warrant liability | 4,846,000 |
Change in fair value | (1,682,000) |
Fair value as of March 31, 2021 | 3,164,000 |
February Warrants [Member] | |
Fair value as of December 31, 2020 | |
Initial value of warrant liability | 5,135,000 |
Change in fair value | (2,131,000) |
Fair value as of March 31, 2021 | $ 3,004,000 |
Intangible Assets (Details Narr
Intangible Assets (Details Narrative) - USD ($) | Mar. 05, 2021 | Mar. 31, 2021 | Mar. 31, 2020 |
Amortization expense | $ 136,640 | ||
Exclusive License Agreement [Member] | Diverse Biotech, Inc. [Member] | |||
Payment of up-front investment | $ 675,000 |
Intangible Assets - Schedule of
Intangible Assets - Schedule of Components of Intangible Assets (Details) | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Skincare Assets and License Agreements [Member] | |
Intangible asset useful life | 4 years |
Gross Carrying Amount | $ 1,944,689 |
Accumulated Amortization | (257,512) |
Net | $ 1,687,177 |
Diverse Bio License Agreement [Member] | |
Intangible asset useful life | 4 years |
Gross Carrying Amount | $ 2,619,689 |
Accumulated Amortization | (257,512) |
Net | $ 2,362,177 |
Commitments and Contingengies (
Commitments and Contingengies (Details Narrative) - Subsequent Event [Member] - Ward Employment Agreement [Member] | Apr. 09, 2021USD ($) |
Base salary | $ 295,000 |
Annual performance bonuses percentage | 50.00% |
Share Capital and Other Equit_3
Share Capital and Other Equity Instruments (Details Narrative) - USD ($) | Feb. 11, 2021 | Jan. 14, 2021 | Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 |
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 | |||
Gross proceeds from issuance of common stock | $ 21,614,488 | ||||
Inducement expense | (298,714) | ||||
Stock Option [Member] | |||||
Stock based compensation expense related to stock options | 0 | 0 | |||
Unamortized stock option expense | $ 0 | ||||
Option to purchase shares | 560,404 | ||||
Restricted Stock Units [Member] | |||||
Option to purchase shares | 325,410 | ||||
Restricted Stock Units [Member] | General and Administrative Expense [Member] | |||||
Stock based compensation expense related to stock options | $ 3,559,453 | $ 0 | |||
Stock based compensation, not yet recognized | 9,416,205 | ||||
Stock based compensation, period for recognition | 1 year 11 months 4 days | ||||
Restricted Stock Awards [Member] | |||||
Stock based compensation expense related to stock options | $ 32,112 | $ 0 | |||
Option to purchase shares | 42,125 | ||||
Inducement expense | $ 298,714 | ||||
Stock based compensation, not yet recognized | $ 72,009 | ||||
Stock based compensation, period for recognition | 5 months 20 days | ||||
Common Stock [Member] | Offering [Member] | |||||
Stock issued during period, shares, new issues | 3,007,026 | 2,221,458 | |||
Warrants exercise price | $ 4.50 | ||||
Proceeds from warrants | $ 12,800,000 | $ 10,000,000 | |||
Proceeds from offering cost | 11,624,401 | $ 8,806,087 | |||
Gross proceeds from issuance of common stock | $ 12,800,000 | ||||
Warrant [Member] | Offering [Member] | |||||
Warrants to purchase shares of common stock | 1,503,513 | 1,666,019 | |||
Shares issued price per share | $ 4.90 | $ 4.9519 | |||
Warrant term | 5 years | 5 years | |||
Series B Preferred Stock [Member] | |||||
Number of shares converted | 3,275,407 | ||||
Number of shares issued in conversion | 3,275,407 |
Share Capital and Other Equit_4
Share Capital and Other Equity Instruments - Schedule of Stock Options (Details) | 3 Months Ended |
Mar. 31, 2021USD ($)$ / sharesshares | |
Share Capital And Other Equity Instruments - Schedule Of Stock Options | |
Number of Shares, Outstanding at beginning | shares | 929,765 |
Number of Shares, Expired, forfeited, or cancelled | shares | (560,404) |
Number of Shares, Outstanding at end | shares | 369,361 |
Number of Shares, Exercisable at ending | shares | 369,361 |
Weighted Average Exercise Price, Outstanding at beginning | $ / shares | $ 1.53 |
Weighted Average Exercise Price, Expired, forfeited, or cancelled | $ / shares | 1.65 |
Weighted Average Exercise Price, Outstanding at end | $ / shares | 1.35 |
Weighted Average Exercise Price, Exercisable at ending | $ / shares | $ 1.35 |
Weighted Average Grant Date Fair Value, Outstanding at beginning | shares | 2.50 |
Weighted Average Grant Date Fair Value, Expired, forfeited, or cancelled | $ / shares | $ 1.66 |
Weighted Average Grant Date Fair Value, Outstanding at end | shares | 3.80 |
Weighted Average Grant Date Fair Value, Exercisable | $ / shares | $ 3.80 |
Weighted Average Remaining Contractual Term (years), Outstanding | 5 years 2 months 12 days |
Weighted Average Remaining Contractual Term (years), Exercisable | 5 years 2 months 12 days |
Aggregate Intrinsic Value, Outstanding | $ | $ 636,156 |
Aggregate Intrinsic Value, Exercisable | $ | $ 636,156 |
Share Capital and Other Equit_5
Share Capital and Other Equity Instruments - Schedule Of Restricted Stock Units and Awards Activity (Details) | 3 Months Ended |
Mar. 31, 2021$ / sharesshares | |
Restricted Stock Awards [Member] | |
Number of shares, Nonvested at beginning | shares | |
Number of shares, Granted | shares | 70,986 |
Number of shares, Vested | shares | (44,390) |
Number of shares, Nonvested at end | shares | 26,596 |
Weighted average grant date fair value, Non-vested at beginning | $ / shares | |
Weighted average grant date fair value, Granted | $ / shares | 4.16 |
Weighted average grant date fair value, Vested | $ / shares | 4.49 |
Weighted average grant date fair value, Non-Vested at end | $ / shares | $ 3.61 |
Restricted Stock Units [Member] | |
Number of shares, Nonvested at beginning | shares | |
Number of shares, Granted | shares | 3,279,284 |
Number of shares, Vested | shares | (1,207,825) |
Number of shares, Nonvested at end | shares | 2,071,459 |
Weighted average grant date fair value, Non-vested at beginning | $ / shares | |
Weighted average grant date fair value, Granted | $ / shares | 4.41 |
Weighted average grant date fair value, Vested | $ / shares | 4.46 |
Weighted average grant date fair value, Non-Vested at end | $ / shares | $ 4.38 |
Share Capital and Other Equit_6
Share Capital and Other Equity Instruments - Schedule of Warrants (Details) - Warrant [Member] | 3 Months Ended |
Mar. 31, 2021USD ($)$ / sharesshares | |
Warrant shares outstanding at beginning | shares | 3,661,178 |
Warrant shares outstanding, Issued | shares | 3,535,519 |
Warrant shares outstanding, Forfeited | shares | (851,099) |
Warrant shares outstanding at end | shares | 6,345,598 |
Warrant shares outstanding, Exercisable | shares | 6,345,598 |
Weighted average exercise Price, Outstanding at beginning | $ / shares | $ 1.98 |
Weighted average exercise price, Issued | $ / shares | 4.93 |
Weighted average exercise price, Forfeited | $ / shares | 4.17 |
Weighted average exercise price, Outstanding at end | $ / shares | 3.33 |
Weighted average exercise price, Exercisable | $ / shares | $ 3.33 |
Weighted average remaining life, Outstanding | 4 years 10 months 25 days |
Weighted average remaining life, Exercisable | 4 years 10 months 25 days |
Intrinsic Value, Outstanding | $ | $ 6,049,152 |
Intrinsic Value, Exercisable | $ | $ 6,049,152 |