Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2023 | May 12, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2023 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2023 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 001-38286 | |
Entity Registrant Name | ENVERIC BIOSCIENCES, INC. | |
Entity Central Index Key | 0000890821 | |
Entity Tax Identification Number | 95-4484725 | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, Address Line One | 4851 Tamiami Trail N | |
Entity Address, Address Line Two | Suite 200 | |
Entity Address, City or Town | Naples | |
Entity Address, State or Province | FL | |
Entity Address, Postal Zip Code | 34103 | |
City Area Code | (239) | |
Local Phone Number | 302-1707 | |
Title of 12(b) Security | Common Stock, $0.01 par value per share | |
Trading Symbol | ENVB | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 2,078,271 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash | $ 12,561,813 | $ 17,723,884 |
Prepaid expenses and other current assets | 2,277,187 | 708,053 |
Total current assets | 14,839,000 | 18,431,937 |
Other assets: | ||
Property and equipment, net | 638,935 | 677,485 |
Right-of-use operating lease asset | 37,041 | 63,817 |
Intangible assets, net | 337,498 | 379,686 |
Total other assets | 1,013,474 | 1,120,988 |
Total assets | 15,852,474 | 19,552,925 |
Current liabilities: | ||
Accounts payable | 1,792,959 | 463,275 |
Accrued liabilities | 1,028,182 | 1,705,655 |
Current portion of right-of-use operating lease obligation | 37,044 | 63,820 |
Investment option liability | 731,503 | 851,008 |
Warrant liability | 134,558 | 185,215 |
Derivative liability | 714,000 | 727,000 |
Total current liabilities | 4,438,246 | 3,995,973 |
Commitments and contingencies (Note 8) | ||
Mezzanine equity | ||
Series C redeemable preferred stock, $0.01 par value, 100,000 shares authorized, and 0 shares issued and outstanding as of March 31, 2023 and December 31, 2022 | ||
Redeemable non-controlling interest | 1,008,348 | 885,028 |
Total mezzanine equity | 1,008,348 | 885,028 |
Shareholders’ equity | ||
Preferred stock, $0.01 par value, 20,000,000 shares authorized; Series B preferred stock, $0.01 par value, 3,600,000 shares authorized, 0 shares issued and outstanding as of March 31, 2023 and December 31, 2022 | ||
Common stock, $0.01 par value, 100,000,000 shares authorized, 2,078,271 shares issued and outstanding as of March 31, 2023 and December 31, 2022 | 20,782 | 20,782 |
Additional paid-in capital | 94,805,177 | 94,395,662 |
Accumulated deficit | (83,885,313) | (79,207,786) |
Accumulated other comprehensive loss | (534,766) | (536,734) |
Total shareholders’ equity | 10,405,880 | 14,671,924 |
Total liabilities, mezzanine equity, and shareholders’ equity | $ 15,852,474 | $ 19,552,925 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2023 | Dec. 31, 2022 |
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 20,000,000 | 20,000,000 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 2,078,271 | 2,078,271 |
Common stock, shares outstanding | 2,078,271 | 2,078,271 |
Series B Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 3,600,000 | 3,600,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Series C Redeemable Preferred Stock [Member] | ||
Temporary equity, par value | $ 0.01 | $ 0.01 |
Temporary equity, shares authorized | 100,000 | 100,000 |
Temporary equity, shares issued | 0 | 0 |
Temporary equity, shares outstanding | 0 | 0 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Operating expenses | ||
General and administrative | $ 2,784,191 | $ 2,767,866 |
Research and development | 1,990,001 | 1,958,714 |
Depreciation and amortization | 86,486 | 69,265 |
Total operating expenses | 4,860,678 | 4,795,845 |
Loss from operations | (4,860,678) | (4,795,845) |
Other income (expense) | ||
Change in fair value of warrant liabilities | 50,657 | 275,969 |
Change in fair value of investment option liability | 119,505 | |
Change in fair value of derivative liability | 13,000 | |
Interest expense | (11) | (4,138) |
Total other income | 183,151 | 271,831 |
Net loss | (4,677,527) | (4,524,014) |
Less preferred dividends attributable to non-controlling interest | 12,329 | |
Less deemed dividends attributable to accretion of embedded derivative at redemption value | 110,991 | |
Net loss attributable to shareholders | (4,800,847) | (4,524,014) |
Other comprehensive loss | ||
Foreign currency translation | 1,968 | 88,709 |
Comprehensive loss | $ (4,798,879) | $ (4,435,305) |
Net loss per share - basic and diluted | $ (2.31) | $ (5.34) |
Weighted average shares outstanding, basic and diluted | 2,078,271 | 847,136 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Changes in Mezzanine Equity and Shareholders' Equity (Unaudited) - USD ($) | Redeemable Noncontrolling Interest [Member] | Mezzanine Equity [Member] | Preferred Stock [Member] Series C Preferred Stock [Member] | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | AOCI Attributable to Parent [Member] | Total |
Beginning balance, value at Dec. 31, 2021 | $ 6,519 | $ 83,066,656 | $ (60,736,453) | $ (30,802) | $ 22,305,920 | ||||
Beginning balance, shares at Dec. 31, 2021 | 651,921 | ||||||||
Stock-based compensation | 768,619 | 768,619 | |||||||
Preferred dividends attributable to redeemable non-controlling interest | |||||||||
Accretion of embedded derivative to redemption value | |||||||||
Foreign exchange translation gain | 88,709 | 88,709 | |||||||
Net loss | (4,524,014) | (4,524,014) | |||||||
February 2022 registered direct offering | $ 4,000 | 5,798,464 | 5,802,464 | ||||||
February 2022 registered direct offering, shares | 400,000 | ||||||||
Conversion of RSUs into common shares | $ 9 | (9) | |||||||
Conversion of RSUs into common shares, shares | 899 | ||||||||
Ending balance, value at Mar. 31, 2022 | $ 10,528 | 89,633,730 | (65,260,467) | 57,907 | 24,441,698 | ||||
Ending balance, shares at Mar. 31, 2022 | 1,052,820 | ||||||||
Beginning balance, value at Dec. 31, 2022 | $ 885,028 | $ 885,028 | $ 20,782 | 94,395,662 | (79,207,786) | (536,734) | 14,671,924 | ||
Mezzanine equity beginning balance, shares at Dec. 31, 2022 | 1,000 | ||||||||
Beginning balance, shares at Dec. 31, 2022 | 2,078,271 | ||||||||
Stock-based compensation | 532,835 | 532,835 | |||||||
Preferred dividends attributable to redeemable non-controlling interest | 12,329 | 12,329 | (12,329) | (12,329) | |||||
Accretion of embedded derivative to redemption value | 110,991 | 110,991 | (110,991) | (110,991) | |||||
Foreign exchange translation gain | 1,968 | 1,968 | |||||||
Net loss | (4,677,527) | (4,677,527) | |||||||
Ending balance, value at Mar. 31, 2023 | $ 1,008,348 | $ 1,008,348 | $ 20,782 | $ 94,805,177 | $ (83,885,313) | $ (534,766) | $ 10,405,880 | ||
Mezzanine equity beginning balance, shares at Mar. 31, 2023 | 1,000 | ||||||||
Ending balance, shares at Mar. 31, 2023 | 2,078,271 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Cash Flows From Operating Activities: | ||
Net loss | $ (4,677,527) | $ (4,524,014) |
Adjustments to reconcile net loss to cash used in operating activities | ||
Change in fair value of warrant liability | (50,657) | (275,969) |
Change in fair value of investment option liability | (119,505) | |
Change in fair value of derivative liability | (13,000) | |
Stock-based compensation | 532,835 | 768,619 |
Amortization of right-of-use asset | 26,847 | 34,455 |
Amortization of intangible assets | 42,188 | 42,188 |
Depreciation expense | 44,298 | 27,077 |
Change in operating assets and liabilities: | ||
Prepaid expenses and other current assets | (1,549,354) | (588,975) |
Accounts payable and accrued liabilities | 653,712 | 6,021 |
Right-of-use operating lease liability | (26,846) | (38,343) |
Net cash used in operating activities | (5,137,009) | (4,548,941) |
Cash Flows From Investing Activities: | ||
Purchases of property and equipment | (5,169) | (505,507) |
Net cash used in investing activities | (5,169) | (505,507) |
Cash Flows From Financing Activities: | ||
Proceeds from sale of common stock, warrants, and investment options, net of offering costs | 9,397,884 | |
Net cash provided by financing activities | 9,397,884 | |
Effect of foreign exchange rate on cash | (19,893) | (4,900) |
Net (decrease) increase in cash | (5,162,071) | 4,338,536 |
Cash at beginning of period | 17,723,884 | 17,355,999 |
Cash at end of period | 12,561,813 | 21,694,535 |
Supplemental disclosure of cash and non-cash transactions: | ||
Cash paid for interest | 11 | 4,138 |
Income taxes paid | ||
Warrants issued in conjunction with common stock issuance | 3,595,420 | |
Preferred dividends attributable to redeemable non-controlling interest | 12,329 | |
Accretion of embedded derivative to redemption value | $ 110,991 |
BUSINESS AND LIQUIDITY AND OTHE
BUSINESS AND LIQUIDITY AND OTHER UNCERTAINTIES | 3 Months Ended |
Mar. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
BUSINESS AND LIQUIDITY AND OTHER UNCERTAINTIES | NOTE 1. BUSINESS AND LIQUIDITY AND OTHER UNCERTAINTIES Nature of Operations Enveric Biosciences, Inc. (“Enveric Biosciences, Inc.” “Enveric” or the “Company”) is a pharmaceutical company developing innovative, evidence-based cannabinoid medicines. The head office of the Company is located in Naples, Florida. The Company has the following wholly owned subsidiaries: Jay Pharma Inc. (“Jay Pharma”), 1306432 B.C. Ltd. (“HoldCo”), MagicMed Industries, Inc. (“MagicMed”), Enveric Canada, and Enveric Therapeutics, Pty. Ltd. (“Enveric Therapeutics”). The Company has an Amalgamation Agreement (“Amalgamation Agreement”) and tender agreement (“Tender Agreement”) with Jay Pharma, which was entered into in prior years. MagicMed Industries develops and commercializes psychedelic-derived pharmaceutical candidates. MagicMed’s psychedelic derivatives library, the Psybrary™, is an essential building block from which the industry can develop new patented products. The initial focus of the Psybrary™ is on psilocybin and DMT derivatives, and it is then expected to be expanded to other psychedelics. Following the Company’s amalgamation with MagicMed completed in September 2021 (the “Amalgamation”), the Company has continued to pursue the development of MagicMed’s proprietary psychedelic derivatives library, the Psybrary™ which the Company believes will help to identify and develop the right drug candidates needed to address mental health challenges, including cancer-related distress. The Company synthesizes novel versions of classic psychedelics, such as psilocybin, N-dimethyltryptamine (DMT), mescaline and MDMA, using a mixture of chemistry and synthetic biology, resulting in the expansion of the Psybrary™, which includes 15 patent families with over a million potential variations and hundreds of synthesized molecules. Within the Psybrary™ the Company has three different types of molecules, Generation 1 (classic psychedelics), Generation 2 (pro-drugs), and Generation 3 (new chemical entities). The Company is working to add novel psychedelic molecular compounds and derivatives (“Psychedelic Derivatives”) on a regular basis through its work at Enveric Labs in Calgary, Alberta, Canada, where the Company has a team of PhD scientists with expertise in synthetic biology and chemistry. To date the Company has created over 500 molecules that are housed in the Psybrary. The Company screens newly synthesized molecules in the Psybrary™ through PsyAI™, a proprietary artificial intelligence (AI) tool. Leveraging AI systems is expected to reduce the time and cost of pre-clinical, clinical, and commercial development. The Company believes it streamlines pharmaceutical design by predicting ideal binding structures of molecules, manufacturing capabilities, and pharmacological effects to help determine ideal drug candidates, tailored to each indication. Each of these molecules that the Company believes are patentable can then be further screened to see how changes to its makeup alter its effects in order to synthesize additional new molecules. New compounds of sufficient purity are undergoing pharmacological screening, including non-clinical (receptors/cell lines), preclinical (animal), and ultimately clinical (human) evaluations. The Company intends to utilize the Psybrary™ and the AI tool to categorize and characterize the Psybrary™ substituents to focus on bringing more psychedelics-inspired molecules from discovery to the clinical phase. Akos Spin-Off On May 11, 2022, the Company announced plans to transfer and spin-off its cannabinoid clinical development pipeline assets to Akos Biosciences, Inc. (formerly known as Acanna Therapeutics, Inc.), a majority-owned subsidiary of the Company (hereafter referred to as “Akos”), which was incorporated on April 13, 2022, by way of dividend to Enveric shareholders (the “Spin-Off”). The Spin-Off was subject to various conditions, including Akos meeting the qualifications for listing on the Nasdaq Stock Market, and if successful, would result in two standalone public companies. The new company resulting from the Spin-Off will be referred to as Akos. As of May 5, 2023, since the Spin-Off has not occurred, the holders of the Akos Series A Preferred Stock have the right, but not the obligation, to cause Akos to purchase all or a portion of the Akos Series A Preferred Stock. As of May 12, 2023, the holders of the Akos Series A Preferred Stock have exercised this right to force redemption of all of the Akos Series A Preferred Stock for $ 1,000 50,000 1,050,000 See Notes 7 and Reverse Stock Split On July 14, 2022, the Company effected a 1-for-50 reverse stock split Australian Subsidiary On March 21, 2023, the Company established Enveric Therapeutics, an Australia-based subsidiary, to support the Company’s plans to advance its EVM201 Series towards the clinic. Enveric Therapeutics will oversee the Company’s preclinical, clinical, and regulatory activities in Australia, including ongoing interactions with the local Human Research Ethics Committees (HREC) and the Therapeutic Goods Administration (TGA), Australia’s regulatory authority. Going Concern, Liquidity and Other Uncertainties The Company has incurred a loss since inception resulting in an accumulated deficit of $ 83,885,313 5,137,009 4,860,678 In assessing the Company’s ability to continue as a going concern, the Company monitors and analyzes its cash and its ability to generate sufficient cash flow in the future to support its operating and capital expenditure commitments. At March 31, 2023, the Company had cash of $ 12,561,813 and working capital of $ 10,400,754 . The Company’s current cash on hand is not sufficient enough to satisfy its operating cash needs for the 12 months from the filing of this Quarterly Report on Form 10-Q. These conditions raise substantial doubt regarding the Company’s ability to continue as a going concern for a period of one year after the date the financial statements are issued. Management’s plan to alleviate the conditions that raise substantial doubt include reducing the Company’s rate of spend, managing its cash flow, advancing its programs, and raising additional working capital through public or private equity or debt financings or other sources, which may include collaborations with third parties as well as disciplined cash spending, to increase the Company’s cash runway. See Note 9. Adequate additional financing may not be available to us on acceptable terms, or at all. Should the Company be unable to raise sufficient additional capital, the Company may be required to undertake cost-cutting measures including delaying or discontinuing certain operating activities. The Company’s material cash requirements consist of working capital to fund capital expenditures incurred at their research facility in Calgary and their operations, which consist primarily of, without limitation, employee related expenses, product development activities conducted by third parties, research materials and lab supplies, facility related expenses including rent and maintenance, costs associated with preclinical studies, patent related costs, costs of regulatory and public company compliance, insurance costs, audit costs, consultants and legal fees. Additionally, the Company currently utilizes third-party contract CROs to assist with clinical development activities. If the Company obtains regulatory approval for any of their product candidates, they expect to incur significant expenses to engage third-party contract CMOs to carry out their clinical manufacturing activities as they do not yet have a commercial organization, and incur significant expenses related to developing their internal commercialization capability to support product sales, marketing and distribution. The Company’s current working capital resources are not sufficient to fund these material cash requirements for the next twelve months. ENVERIC BIOSCIENCES, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS As a result of these factors, management has concluded that there is substantial doubt about the Company’s ability to continue as a going concern for a period of one year after the date of the financial statements are issued. The Company’s unaudited condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. In May 2023, the Company entered into a cost reduction plan, including a reduction in force of approximately 35 500,000 Inflation Risks The Company considers the current inflationary trend existing in the North American economic environment reasonably likely to have a material unfavorable impact on results of continuing operations. Higher rates of price inflation, as compared to recent prior levels of price inflation, have caused a general increase in the cost of labor and materials. In addition, there is an increased risk of the Company experiencing labor shortages due to a potential inability to attract and retain human resources due to increased labor costs resulting from the current inflationary environment. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation and Principal of Consolidation 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 8 of Regulation S-X. Accordingly, they do not include all 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, 2023, are not necessarily indicative of the results that may be expected for the year ending December 31, 2023. These unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements for the year ended December 31, 2022, and related notes thereto included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on March 31, 2023. The Company’s significant accounting policies and recent accounting standards are summarized in Note 2 of the Company’s consolidated financial statements for the year ended December 31, 2022. There were no significant changes to these accounting policies during the three months ended March 31, 2023. Use of Estimates The preparation of the unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported 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, accruals associated with third party providers supporting research and development efforts, and estimated fair values of long lived assets used to record impairment charges related to intangible assets. Actual results could differ from those estimates. Foreign Currency Translation From inception through March 31, 2023, the reporting currency of the Company was the United States dollar while the functional currency of certain of the Company’s subsidiaries were the Canadian dollar and Australian dollar. For the reporting periods ended March 31, 2023 and March 31, 2022, the Company engaged in a number of transactions denominated in Canadian dollars and Australian dollars. As a result, the Company is subject to exposure from changes in the exchange rates of the Canadian dollar and Australian dollar against the U.S. dollar. The Company translates the assets and liabilities of its Canadian subsidiaries and Australian subsidiary into the U.S. dollar at the exchange rate in effect on the balance sheet date. Revenues and expenses are translated at the average exchange rate in effect during each monthly period. Unrealized translation gains and losses are recorded as foreign currency translation gain (loss), which is included in the condensed consolidated statements of shareholders’ equity as a component of accumulated other comprehensive income (loss). ENVERIC BIOSCIENCES, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS The Company has not entered into any financial derivative instruments that expose it to material market risk, including any instruments designed to hedge the impact of foreign currency exposures. The Company may, however, hedge such exposure to foreign currency exchange fluctuations in the future. Adjustments that arise from exchange rate changes on transactions denominated in a currency other than the local currency are included in other comprehensive income (loss) in the condensed consolidated statements of operations and comprehensive income (loss) as incurred. 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 $ 250,000 100,000 250,000 Warrant Liability and Investment Options The Company evaluates all of its financial instruments, including issued stock purchase warrants and investment options, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 “Distinguishing Liabilities from Equity” (“ASC 480”) and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The Company accounts for warrants and investment options for shares of the Company’s common stock that are not indexed to its own stock as derivative liabilities at fair value on the unaudited condensed consolidated balance sheets. The Company accounts for common stock warrants and investment options with put options as liabilities under ASC 480. Such warrants and investment options are subject to remeasurement at each unaudited condensed consolidated balance sheet date and any change in fair value is recognized as a component of other expense on the unaudited condensed consolidated statements 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 and investment options. At that time, the portion of the warrant liability and investment options related to such common stock warrants will be reclassified to additional paid-in capital. Derivative Liability The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC 815. For derivative financial instruments that are accounted for as assets or liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the unaudited condensed consolidated statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as assets or liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the unaudited condensed consolidated balance sheets as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. Income Taxes The Company files U.S. federal and state returns. The Company’s foreign subsidiary also files a local tax return in their local jurisdiction. From a U.S. federal, state, and Canadian perspective, the years that remain open to examination are consistent with each jurisdiction’s statute of limitations. ENVERIC BIOSCIENCES, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 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). The computation of basic net loss per share for the three months ended March 31, 2023, and 2022 excludes potentially dilutive securities. The computations of net loss per share for each period presented is the same for both basic and fully diluted. In accordance with ASC 260 “Earnings per Share” (“ASC 260”), penny warrants were included in the calculation of weighted average shares outstanding for the purposes of calculating basic and diluted earnings per share. Potentially dilutive securities outlined in the table below have been excluded from the computation of diluted net loss per share the three months ended March 31, 2023, and 2022 because the effect of their inclusion would have been anti-dilutive. SCHEDULE OF POTENTIALLY DILUTIVE SECURITIES 2023 2022 For the three months ended March 31, 2023 2022 Warrants to purchase shares of common stock 655,463 655,376 Restricted stock units - vested and unissued 65,312 55,717 Restricted stock units – unvested 87,733 95,863 Restricted stock awards - vested and unissued 708 843 Restricted stock awards – unvested — 130 Investment options to purchase shares of common stock 1,070,000 — Options to purchase shares of common stock 47,954 22,829 Total potentially dilutive securities 1,927,170 830,758 Fair Value Measurements Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. To increase the comparability of fair value measures, the following hierarchy prioritizes the inputs to valuation methodologies used to measure fair value: Level 1 - Valuations based on quoted prices for identical assets and liabilities in active markets. Level 2 - Valuations based on observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data. Level 3 - Valuations based on unobservable inputs reflecting our own assumptions, consistent with reasonably available assumptions made by other market participants. These valuations require significant judgment. For certain financial instruments, including cash and accounts payable, the carrying amounts approximate their fair values as of March 31, 2023, and December 31, 2022 because of their short-term nature. ENVERIC BIOSCIENCES, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 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, 2023, and December 31, 2022, and indicates the fair value of the valuation inputs the Company utilized to determine such fair value of warrant liabilities, derivative liability, and investment options: SCHEDULE OF FAIR VALUE HIERARCHY OF VALUATION INPUTS ON RECURRING BASIS Level March 31, 2023 December 31, 2022 Level March 31, 2023 December 31, 2022 Warrant liabilities - January 2021 Warrants 3 $ 12 $ 81 Warrant liabilities - February 2021 Warrants 3 34 79 Warrant liabilities - February 2022 Warrants 3 134,512 185,055 Fair value of warrant liability $ 134,558 $ 185,215 Level March 31, 2023 December 31, 2022 Derivative liability - May 2022 3 $ 714,000 $ 727,000 Fair value of derivative liability $ 714,000 $ 727,000 Level March 31, 2023 December 31, 2022 Wainwright investment options 3 $ 38,087 $ 44,904 RD investment options 3 260,031 302,289 PIPE investment options 3 433,385 503,815 Fair value of investment option liability $ 731,503 $ 851,008 The warrant liabilities, derivative liability, and investment options are all 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. ENVERIC BIOSCIENCES, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Subsequent measurement The following table presents the changes in fair value of the warrant liabilities, derivative liability, and investment options that are classified as Level 3: SCHEDULE OF FAIR VALUE OF WARRANT LIABILITIES AND DERIVATIVE LIABILITY AND INVESTMENT OPTIONS Total Warrant Liabilities Fair value as of December 31, 2022 $ 185,215 Change in fair value (50,657 ) Fair value as of March 31, 2023 $ 134,558 Total Derivative Liability Fair value as of December 31, 2022 $ 727,000 Change in fair value (13,000 ) Fair value of derivative liability as of March 31, 2023 $ 714,000 Total Investment Option Liability Fair value as of December 31, 2022 $ 851,008 Change in fair value (119,505 ) Fair value of investment option liability as of March 31, 2023 $ 731,503 ENVERIC BIOSCIENCES, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS The key inputs into the Black Scholes valuation model for the Level 3 valuations of the warrant liabilities as of March 31, 2023 are below: SCHEDULE OF BLACK SCHOLES VALUATION MODELS OF WARRANT LIABILITIES AND INVESTMENT OPTIONS January 2021 Warrants February 2021 Warrants February 2022 Warrants February 2022 Post-Modification Warrants Term (years) 2.8 2.9 3.9 4.8 Stock price $ 1.66 $ 1.66 $ 1.66 $ 1.66 Exercise price $ 247.50 $ 245.00 $ 27.50 $ 7.78 Dividend yield — % — % — % — % Expected volatility 77.0 % 81.0 % 80.0 % 88.0 % Risk free interest rate 3.90 % 3.80 % 3.70 % 3.60 % Number of warrants 36,429 34,281 338,000 122,000 Value (per share) $ 0.00 $ 0.00 $ 0.15 $ 0.69 The key inputs into the Weighted Expected Return valuation model for the Level 3 valuations of the derivative liability as of March 31, 2023, are below: May 2022 Derivative Liability Principal $ 1,000,000 Dividend rate 5.0 % Market rate 5.9 % The key inputs into the Black Scholes valuation model for the Level 3 valuations of the investment options as of March 31, 2023 are below: Wainwright Options RD Options PIPE Options Term (years) 4.3 4.8 4.8 Stock price $ 1.66 $ 1.66 $ 1.66 Exercise price $ 10.00 $ 7.78 $ 7.78 Dividend yield — % — % — % Expected volatility 88.0 % 88.0 % 88.0 % Risk free interest rate 3.70 % 3.60 % 3.60 % Number of investment options 70,000 375,000 625,000 Value (per share) $ 0.54 $ 0.69 $ 0.69 Redeemable Non-controlling Interest In connection with the issuance of Akos Series A Preferred Stock, the Akos Purchase Agreement and certificate of designation contain a put right guaranteed by the Company as defined in Note 7. Applicable accounting guidance requires an equity instrument that is redeemable for cash or other assets to be classified outside of permanent equity if it is redeemable (a) at a fixed or determinable price on a fixed or determinable date, (b) at the option of the holder, or (c) upon the occurrence of an event that is not solely within the control of the issuer. As a result of this feature, the Company recorded the non-controlling interests as redeemable non-controlling interests and classified them in mezzanine equity within its unaudited condensed consolidated balance sheet initially at its acquisition-date estimated redemption value or fair value. In addition, the Company has elected to recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument by accreting the embedded derivative at each reporting period over 12 months. ENVERIC BIOSCIENCES, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Segment Reporting The Company determines its reporting units in accordance with FASB ASC 280, “Segment Reporting” (“ASC 280”). The Company evaluates a reporting unit by first identifying its operating segments under ASC 280. The Company then evaluates each operating segment to determine if it includes one or more components that constitute a business. If there are components within an operating segment that meet the definition of a business, the Company evaluates those components to determine if they must be aggregated into one or more reporting units. If applicable, when determining if it is appropriate to aggregate different operating segments, the Company determines if the segments are economically similar and, if so, the operating segments are aggregated. The Company has multiple operations related to psychedelics and cannabinoids. Both of these operations exist under one reporting unit: Enveric. The Company has one operating segment and reporting unit. The Company is organized and operated as one business. Management reviews its business as a single operating segment, using financial and other information rendered meaningful only by the fact that such information is presented and reviewed in the aggregate. Recent Accounting Pronouncements In August 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options Derivatives and Hedging—Contracts in Entity’s Own Equity |
INTANGIBLE ASSETS
INTANGIBLE ASSETS | 3 Months Ended |
Mar. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS | NOTE 3. INTANGIBLE ASSETS As of March 31, 2023, the Company’s intangible assets consisted of: SCHEDULE OF FINITE LIVED INTANGIBLE ASSETS Definite lived intangible assets Balance at December 31, 2022 $ 379,686 Amortization (42,188 ) Balance at March 31, 2023 $ 337,498 For identified definite lived intangible assets, there was no 42,188 ENVERIC BIOSCIENCES, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 3 Months Ended |
Mar. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | NOTE 4. PROPERTY AND EQUIPMENT Property and equipment consists of the following assets which are located in Calgary, Canada and placed in service by Enveric Biosciences Canada, Inc (“EBCI”), with all amounts translated into U.S. dollars: SCHEDULE OF PROPERTY PLANT AND EQUIPMENT NET OF ACCUMULATED DEPRECIATION March 31, 2023 December 31, 2022 Lab equipment $ 834,274 $ 831,123 Computer equipment and leasehold improvements 27,734 25,137 Property and equipment, gross 27,734 25,137 Less: Accumulated depreciation (223,073 ) (178,775 ) Property and equipment, net of accumulated depreciation $ 638,935 $ 677,485 Depreciation expense was $ 44,298 27,077 |
ACCRUED LIABILITIES
ACCRUED LIABILITIES | 3 Months Ended |
Mar. 31, 2023 | |
Payables and Accruals [Abstract] | |
ACCRUED LIABILITIES | NOTE 5. ACCRUED LIABILITIES As of March 31, 2023 and December 31, 2022, the accrued liabilities of the Company consisted of the following: SCHEDULE OF ACCRUED LIABILITIES March 31, 2023 December 31, 2022 Product development $ 147,968 $ 195,104 Accrued salaries and wages 397,912 1,175,963 Professional fees 246,976 83,255 Accrued franchise taxes 217,326 — Patent costs 18,000 251,333 Total accrued expenses $ 1,028,182 $ 1,705,655 |
SHARE CAPITAL AND OTHER EQUITY
SHARE CAPITAL AND OTHER EQUITY INSTRUMENTS | 3 Months Ended |
Mar. 31, 2023 | |
Equity [Abstract] | |
SHARE CAPITAL AND OTHER EQUITY INSTRUMENTS | NOTE 6. SHARE CAPITAL AND OTHER EQUITY INSTRUMENTS Authorized Capital The holders of the Company’s common stock are entitled to one vote per share. 100,000,000 20,000,000 Common Stock Activity On February 15, 2022, the Company completed a public offering of 400,000 400,000 10 60,000 60,000 60,000 9.1 5.8 3.6 0.3 ENVERIC BIOSCIENCES, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS On July 22, 2022, the Company entered into a securities purchase agreement (the “Registered Direct Securities Purchase Agreement”) with an institutional investor for the purchase and sale of 116,500 shares of the Company’s common stock, pre-funded warrants to purchase up to 258,500 shares of common stock (the “RD Pre-Funded Warrants”), and unregistered preferred investment options (the “RD Preferred Investment Options”) to purchase up to 375,000 shares of common stock (the “RD Offering”). The gross proceeds from the RD Offering were approximately $ 3,000,000 . Subject to certain ownership limitations, the RD Pre-Funded Warrants became immediately exercisable at an exercise price equal to $ 0.0001 per share of common stock. On August 3, 2022, all of the issued RD Pre-Funded Warrants were exercised. Concurrently with the RD Offering, the Company entered into a securities purchase agreement (the “PIPE Securities Purchase Agreement”) with institutional investors for the purchase and sale of 116,000 shares of common stock, pre-funded warrants to purchase up to 509,000 shares of common stock (the “PIPE Pre-Funded Warrants”), and preferred investment options (the “PIPE Preferred Investment Options”) to purchase up to 625,000 shares of the common stock in a private placement (the “PIPE Offering”). The gross proceeds from the PIPE Offering were approximately $ 5,000,000 . Subject to certain ownership limitations, the PIPE Pre-Funded Warrants became immediately exercisable at an exercise price equal to $ 0.0001 per share of common stock. All of the issued PIPE Pre-Funded Warrants were exercised on various dates prior to August 18, 2022. The RD offering and PIPE Offering closed on July 26, 2022, with aggregate gross proceeds of approximately $ 8 7.1 3.2 4.3 0.4 Stock Options Amendment to 2020 Long-Term Incentive Plan On May 3, 2022, our Board adopted the First Amendment (the “Plan Amendment”) to the Enveric Biosciences, Inc. 2020 Long-Term Incentive Plan (the “Incentive Plan”) to (i) increase the aggregate number of shares available for the grant of awards by 146,083 shares to a total of 200,000 shares, and (ii) add an “evergreen” provision whereby the number of shares authorized for issuance pursuant to awards under the Incentive Plan will be automatically increased on the first trading date immediately following the date the Company issues any share of Common Stock (defined below) to any person or entity, to the extent necessary so that the number of shares of the Company’s Common Stock authorized for issuance under the Incentive Plan will equal the greater of (x) 200,000 shares, and (y) 15% of the total number of shares of the Company’s Common Stock outstanding as of such issuance date. The Plan Amendment was approved by the Company’s stockholders at a special meeting of the Company’s stockholders held on July 14, 2022. ENVERIC BIOSCIENCES, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS A summary of activity under the Company’s incentive plan for the three months ended March 31, 2023, is presented below: SCHEDULE OF STOCK OPTION Number of Shares Weighted Average Exercise Price Weighted Average Grant Date Fair Value Weighted Average Remaining Contractual Term (years) Aggregate Intrinsic Value Outstanding at December 31, 2022 48,329 $ 37.05 $ 44.82 4.1 $ — Forfeited (375 ) $ 3.07 $ 2.58 — — Outstanding at March 31, 2023 47,954 $ 37.29 $ 49.79 3.9 $ — Exercisable at March 31, 2023 26,901 $ 58.37 $ 78.21 2.7 $ — The Company’s stock based compensation expense, recorded within general and administrative expense in the condensed consolidated statement of operations and comprehensive loss, related to stock options for the three months ended March 31, 2023, and 2022 was $ 48,086 36,989 192,764 1.7 Restricted Stock Awards For the three months ended March 31, 2023, and 2022, the Company recorded $ 0 and $ 11,863 , respectively, in stock-based compensation expense within general and administrative expense, related to restricted stock awards. As of March 31, 2023, there were no unamortized stock-based compensation costs related to restricted share awards. There are 708 vested and unissued shares of restricted stock awards as of March 31, 2023. ENVERIC BIOSCIENCES, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Issuance of Restricted Stock Units The Company’s activity in restricted stock units was as follows for the three months ended March 31, 2023: SCHEDULE OF RESTRICTED STOCK UNITS AND AWARDS ACTIVITY Number of shares Weighted average fair value Non-vested at December 31, 2022 64,053 $ 92.57 Granted 26,500 $ 1.88 Vested (2,820 ) $ 33.65 Non-vested at March 31, 2023 87,733 $ 67.07 For the three months ended March 31, 2023, and 2022, the Company recorded $ 484,749 719,767 As of March 31, 2023, the Company had unamortized stock-based compensation costs related to restricted stock units of $ 2,790,640 2.6 As of March 31, 2023, 65,312 restricted stock units are vested without shares of common stock being issued, with 1,313 The following table summarizes the Company’s recognition of stock-based compensation for restricted stock units for the following periods: SCHEDULE OF STOCK-BASED COMPENSATION FOR RESTRICTED STOCK UNITS Three Months Ended March 31, Stock-based compensation for RSUs 2023 2022 General and administrative $ 252,315 $ 358,818 Research and development 232,434 360,949 Total $ 484,749 $ 719,767 Warrants The following table summarizes information about shares issuable under warrants outstanding on March 31, 2023: SCHEDULE OF WARRANTS OUTSTANDING Warrant shares outstanding Weighted average exercise price Weighted average remaining life Intrinsic value Outstanding at December 31, 2022 655,463 $ 58.36 3.6 $ 5,514 Outstanding at March 31, 2023 655,463 $ 58.36 3.4 $ — Exercisable at March 31, 2023 655,463 $ 58.36 3.4 $ — The warrants assumed pursuant to the acquisition of MagicMed contain certain down round features, which were not triggered by the February 2022 and July 2022 public offerings, that would require adjustment to the exercise price upon certain events when the offering price is less than the stated exercise price. Preferred Investment Options The following table summarizes information about investment options outstanding on March 31, 2023: SCHEDULE OF WARRANTS AND INVESTMENT OPTIONS Investment options outstanding Weighted average exercise price Weighted average remaining life Intrinsic value Outstanding at December 31, 2022 1,070,000 $ 7.93 5.1 — Outstanding at March 31, 2023 1,070,000 $ 7.93 4.9 $ — Exercisable at March 31, 2023 1,070,000 $ 7.93 4.9 $ — ENVERIC BIOSCIENCES, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS |
REDEEMABLE NON-CONTROLLING INTE
REDEEMABLE NON-CONTROLLING INTEREST | 3 Months Ended |
Mar. 31, 2023 | |
Redeemable Non-controlling Interest | |
REDEEMABLE NON-CONTROLLING INTEREST | NOTE 7. REDEEMABLE NON-CONTROLLING INTEREST Spin-Off and Related Private Placement In connection with the planned Spin-Off, on May 5, 2022, Akos and the Company entered into the Akos Purchase Agreement with the Akos Investor, pursuant to which Akos agreed to sell up to an aggregate of 5,000 1,000 0.01 5,000,000 1,000 1,000,000 4,000,000 Pursuant to the Akos Purchase Agreement, Akos has agreed to pay Palladium a fee equal to 9% of the aggregate gross proceeds raised from the sale of the shares of the Akos Series A Preferred Stock and a non-accountable expense allowance of 1% of the aggregate gross proceeds raised the sale of the Akos Series A Preferred Stock in the Akos Private Placement. The fee due in connection with the Akos Private Placement shall be paid to Palladium in the form of convertible preferred stock and warrants on similar terms to the securities issued in the Akos Private Placement. 8 Terms of Akos Series A Preferred Stock Under the Certificate of the Designations, Preferences, and Rights of Series A Convertible Preferred Stock of Akos (the “Akos Series A Preferred Certificate of Designations”), on or immediately prior to the completion of the spin-off of Akos into an independent, separately traded public company listed on the Nasdaq Stock Market, the outstanding Akos Series A Preferred Stock will be automatically converted into a number of shares of Akos Common Stock equal to 25 5 The Akos Series A Preferred Certificate of Designations provides that upon the earlier of (i) the one-year anniversary of May 5, 2022, and only in the event that the Spin-Off has not occurred; or (ii) such time that Akos and the Company have abandoned the Spin-Off or the Company is no longer pursuing the Spin-Off in good faith, the holders of the Akos Series A Preferred Stock shall have the right (the “Put Right”), but not the obligation, to cause Akos to purchase all or a portion of the Akos Series A Preferred Stock for a purchase price equal to $ 1,000 The Akos Series A Preferred Certificate of Designations contains limitations that prevent the holder thereof from acquiring shares of Akos Common Stock upon conversion of the Akos Series A Preferred Stock that would result in the number of shares of Akos Common Stock beneficially owned by such holder and its affiliates exceeding 9.99% of the total number of shares of Akos Common Stock outstanding immediately after giving effect to the conversion (the “Beneficial Ownership Limitation”), except that upon notice from the holder to Akos, the holder may increase or decrease the limit of the amount of ownership of outstanding shares of Akos Common Stock after converting the holder’s shares of Akos Series A Preferred Stock, provided that any change in the Beneficial Ownership Limitation shall not be effective until 61 days following notice to Akos. As of May 12, 2023, pursuant to the Akos Series A Preferred Certificate of Designations, the holders of the Akos Series A Preferred Stock have exercised this right to force redemption of all of the Akos Series A Preferred Stock for $ 1,000 50,000 1,050,000 . ENVERIC BIOSCIENCES, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Accounting for Akos Series A Preferred Stock Since the shares of Akos Series A Preferred Stock are redeemable at the option of the holder and the redemption is not solely in the control of the Company, the shares of Akos Series A Preferred Stock are accounted for as a redeemable non-controlling interest and classified within mezzanine equity in the Company’s condensed consolidated balance sheets. The redeemable non-controlling interest was initially measured at fair value. Dividends on the shares of Akos Series A Preferred Stock are recognized as preferred dividends attributable to redeemable non-controlling interest in the Company’s condensed consolidated statement of operations and comprehensive loss. The table below presents the reconciliation of changes in redeemable non-controlling interest: SCHEDULE OF RECONCILIATION CHANGE IN REDEEMBALE NONCONTROLLING INTEREST Reconciliation of changes in redeemable non-controlling interest Balance at December 31, 2022 $ 885,028 Preferred dividends attributable to redeemable non-controlling interest 12,329 Accretion of embedded derivative and transaction costs associated with Series A Preferred Stock to redemption value 110,991 Balance at March 31, 2023 $ 1,008,348 As of March 31, 2023, the redemption value of the redeemable non-controlling interest is $ 1,000,000 5 1,045,000 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Mar. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 8. 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. Australian Subsidiary On March 23, 2023, the Company issued a press release announcing the selection of Australian CRO, Avance Clinical, in preparation for Phase 1 Study of EB-373, the Company’s lead candidate targeting the treatment of anxiety disorders. Under the agreement, Avance Clinical will manage the Phase 1 clinical trial of EB-373 in coordination with the Company’s newly established Australian subsidiary, Enveric Therapeutics Pty, Ltd. The Phase 1 clinical trial is designed as a multi-cohort, dose-ascending study to measure the safety and tolerability of EB-373. EB-373, a next-generation proprietary psilocin prodrug, has been recognized as a New Chemical Entity (NCE) by Australia’s Therapeutic Goods Administration (TGA) and is currently in preclinical development targeting the treatment of anxiety disorder. The total cost of the Avance Clinical contract is approximately 3,000,000 2,000,000 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 of 1 kilogram 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 PureForm 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 PureForm 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. The Company has met the minimum purchase requirement of 1 kilogram during the first thirty days of the PureForm Agreement’s effectiveness. Purchase agreement with Prof. Zvi Vogel and Dr. Ilana Nathan On December 26, 2017, Jay Pharma entered into a purchase agreement with Prof. Zvi Vogel and Dr. Ilana Nathan (the “Vogel-Nathan Purchase Agreement”), pursuant to which Jay Pharma was assigned ownership rights to certain patents, which were filed and unissued as of the date of the Vogel-Nathan Purchase Agreement. The Vogel-Nathan Purchase Agreement includes a commitment to pay a one-time milestone totaling $ 200,000 300,000 2 20 ENVERIC BIOSCIENCES, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Other Consulting and Vendor Agreements The Company has entered into a number of agreements and work orders for future consulting, clinical trial support, and testing services, with terms ranging between 1 and 21 months. These agreements, in aggregate, commit the Company to approximately $ 1.9 million in future cash payments. Excluded from these future cash payments is approximately $ 1.1 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 9. SUBSEQUENT EVENTS In May 2023, pursuant to the Akos Series A Preferred Certificate of Designations, the holders of the Akos Series A Preferred Stock exercised the Put Right requiring Akos to force redemption of all of the Akos Series A Preferred Stock for $ 1,000 50,000 1,050,000 The Company, Akos, and the Akos Investor intend to terminate the Akos Purchase Agreement in connection with the planned Spin-Off and that certain registration rights agreement in connection with the Akos Private Placement. In May 2023, the Company entered into a cost reduction plan, including a reduction in force of approximately 35 500,000 |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Principal of Consolidation | Basis of Presentation and Principal of Consolidation 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 8 of Regulation S-X. Accordingly, they do not include all 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, 2023, are not necessarily indicative of the results that may be expected for the year ending December 31, 2023. These unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements for the year ended December 31, 2022, and related notes thereto included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on March 31, 2023. The Company’s significant accounting policies and recent accounting standards are summarized in Note 2 of the Company’s consolidated financial statements for the year ended December 31, 2022. There were no significant changes to these accounting policies during the three months ended March 31, 2023. |
Use of Estimates | Use of Estimates The preparation of the unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported 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, accruals associated with third party providers supporting research and development efforts, and estimated fair values of long lived assets used to record impairment charges related to intangible assets. Actual results could differ from those estimates. |
Foreign Currency Translation | Foreign Currency Translation From inception through March 31, 2023, the reporting currency of the Company was the United States dollar while the functional currency of certain of the Company’s subsidiaries were the Canadian dollar and Australian dollar. For the reporting periods ended March 31, 2023 and March 31, 2022, the Company engaged in a number of transactions denominated in Canadian dollars and Australian dollars. As a result, the Company is subject to exposure from changes in the exchange rates of the Canadian dollar and Australian dollar against the U.S. dollar. The Company translates the assets and liabilities of its Canadian subsidiaries and Australian subsidiary into the U.S. dollar at the exchange rate in effect on the balance sheet date. Revenues and expenses are translated at the average exchange rate in effect during each monthly period. Unrealized translation gains and losses are recorded as foreign currency translation gain (loss), which is included in the condensed consolidated statements of shareholders’ equity as a component of accumulated other comprehensive income (loss). ENVERIC BIOSCIENCES, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS The Company has not entered into any financial derivative instruments that expose it to material market risk, including any instruments designed to hedge the impact of foreign currency exposures. The Company may, however, hedge such exposure to foreign currency exchange fluctuations in the future. Adjustments that arise from exchange rate changes on transactions denominated in a currency other than the local currency are included in other comprehensive income (loss) in the condensed consolidated statements of operations and comprehensive income (loss) as incurred. |
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 $ 250,000 100,000 250,000 |
Warrant Liability and Investment Options | Warrant Liability and Investment Options The Company evaluates all of its financial instruments, including issued stock purchase warrants and investment options, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 “Distinguishing Liabilities from Equity” (“ASC 480”) and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The Company accounts for warrants and investment options for shares of the Company’s common stock that are not indexed to its own stock as derivative liabilities at fair value on the unaudited condensed consolidated balance sheets. The Company accounts for common stock warrants and investment options with put options as liabilities under ASC 480. Such warrants and investment options are subject to remeasurement at each unaudited condensed consolidated balance sheet date and any change in fair value is recognized as a component of other expense on the unaudited condensed consolidated statements 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 and investment options. At that time, the portion of the warrant liability and investment options related to such common stock warrants will be reclassified to additional paid-in capital. |
Derivative Liability | Derivative Liability The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC 815. For derivative financial instruments that are accounted for as assets or liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the unaudited condensed consolidated statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as assets or liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the unaudited condensed consolidated balance sheets as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. |
Income Taxes | Income Taxes The Company files U.S. federal and state returns. The Company’s foreign subsidiary also files a local tax return in their local jurisdiction. From a U.S. federal, state, and Canadian perspective, the years that remain open to examination are consistent with each jurisdiction’s statute of limitations. |
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). The computation of basic net loss per share for the three months ended March 31, 2023, and 2022 excludes potentially dilutive securities. The computations of net loss per share for each period presented is the same for both basic and fully diluted. In accordance with ASC 260 “Earnings per Share” (“ASC 260”), penny warrants were included in the calculation of weighted average shares outstanding for the purposes of calculating basic and diluted earnings per share. Potentially dilutive securities outlined in the table below have been excluded from the computation of diluted net loss per share the three months ended March 31, 2023, and 2022 because the effect of their inclusion would have been anti-dilutive. SCHEDULE OF POTENTIALLY DILUTIVE SECURITIES 2023 2022 For the three months ended March 31, 2023 2022 Warrants to purchase shares of common stock 655,463 655,376 Restricted stock units - vested and unissued 65,312 55,717 Restricted stock units – unvested 87,733 95,863 Restricted stock awards - vested and unissued 708 843 Restricted stock awards – unvested — 130 Investment options to purchase shares of common stock 1,070,000 — Options to purchase shares of common stock 47,954 22,829 Total potentially dilutive securities 1,927,170 830,758 |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. To increase the comparability of fair value measures, the following hierarchy prioritizes the inputs to valuation methodologies used to measure fair value: Level 1 - Valuations based on quoted prices for identical assets and liabilities in active markets. Level 2 - Valuations based on observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data. Level 3 - Valuations based on unobservable inputs reflecting our own assumptions, consistent with reasonably available assumptions made by other market participants. These valuations require significant judgment. For certain financial instruments, including cash and accounts payable, the carrying amounts approximate their fair values as of March 31, 2023, and December 31, 2022 because of their short-term nature. ENVERIC BIOSCIENCES, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 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, 2023, and December 31, 2022, and indicates the fair value of the valuation inputs the Company utilized to determine such fair value of warrant liabilities, derivative liability, and investment options: SCHEDULE OF FAIR VALUE HIERARCHY OF VALUATION INPUTS ON RECURRING BASIS Level March 31, 2023 December 31, 2022 Level March 31, 2023 December 31, 2022 Warrant liabilities - January 2021 Warrants 3 $ 12 $ 81 Warrant liabilities - February 2021 Warrants 3 34 79 Warrant liabilities - February 2022 Warrants 3 134,512 185,055 Fair value of warrant liability $ 134,558 $ 185,215 Level March 31, 2023 December 31, 2022 Derivative liability - May 2022 3 $ 714,000 $ 727,000 Fair value of derivative liability $ 714,000 $ 727,000 Level March 31, 2023 December 31, 2022 Wainwright investment options 3 $ 38,087 $ 44,904 RD investment options 3 260,031 302,289 PIPE investment options 3 433,385 503,815 Fair value of investment option liability $ 731,503 $ 851,008 The warrant liabilities, derivative liability, and investment options are all 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. ENVERIC BIOSCIENCES, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Subsequent measurement The following table presents the changes in fair value of the warrant liabilities, derivative liability, and investment options that are classified as Level 3: SCHEDULE OF FAIR VALUE OF WARRANT LIABILITIES AND DERIVATIVE LIABILITY AND INVESTMENT OPTIONS Total Warrant Liabilities Fair value as of December 31, 2022 $ 185,215 Change in fair value (50,657 ) Fair value as of March 31, 2023 $ 134,558 Total Derivative Liability Fair value as of December 31, 2022 $ 727,000 Change in fair value (13,000 ) Fair value of derivative liability as of March 31, 2023 $ 714,000 Total Investment Option Liability Fair value as of December 31, 2022 $ 851,008 Change in fair value (119,505 ) Fair value of investment option liability as of March 31, 2023 $ 731,503 ENVERIC BIOSCIENCES, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS The key inputs into the Black Scholes valuation model for the Level 3 valuations of the warrant liabilities as of March 31, 2023 are below: SCHEDULE OF BLACK SCHOLES VALUATION MODELS OF WARRANT LIABILITIES AND INVESTMENT OPTIONS January 2021 Warrants February 2021 Warrants February 2022 Warrants February 2022 Post-Modification Warrants Term (years) 2.8 2.9 3.9 4.8 Stock price $ 1.66 $ 1.66 $ 1.66 $ 1.66 Exercise price $ 247.50 $ 245.00 $ 27.50 $ 7.78 Dividend yield — % — % — % — % Expected volatility 77.0 % 81.0 % 80.0 % 88.0 % Risk free interest rate 3.90 % 3.80 % 3.70 % 3.60 % Number of warrants 36,429 34,281 338,000 122,000 Value (per share) $ 0.00 $ 0.00 $ 0.15 $ 0.69 The key inputs into the Weighted Expected Return valuation model for the Level 3 valuations of the derivative liability as of March 31, 2023, are below: May 2022 Derivative Liability Principal $ 1,000,000 Dividend rate 5.0 % Market rate 5.9 % The key inputs into the Black Scholes valuation model for the Level 3 valuations of the investment options as of March 31, 2023 are below: Wainwright Options RD Options PIPE Options Term (years) 4.3 4.8 4.8 Stock price $ 1.66 $ 1.66 $ 1.66 Exercise price $ 10.00 $ 7.78 $ 7.78 Dividend yield — % — % — % Expected volatility 88.0 % 88.0 % 88.0 % Risk free interest rate 3.70 % 3.60 % 3.60 % Number of investment options 70,000 375,000 625,000 Value (per share) $ 0.54 $ 0.69 $ 0.69 |
Redeemable Non-controlling Interest | Redeemable Non-controlling Interest In connection with the issuance of Akos Series A Preferred Stock, the Akos Purchase Agreement and certificate of designation contain a put right guaranteed by the Company as defined in Note 7. Applicable accounting guidance requires an equity instrument that is redeemable for cash or other assets to be classified outside of permanent equity if it is redeemable (a) at a fixed or determinable price on a fixed or determinable date, (b) at the option of the holder, or (c) upon the occurrence of an event that is not solely within the control of the issuer. As a result of this feature, the Company recorded the non-controlling interests as redeemable non-controlling interests and classified them in mezzanine equity within its unaudited condensed consolidated balance sheet initially at its acquisition-date estimated redemption value or fair value. In addition, the Company has elected to recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument by accreting the embedded derivative at each reporting period over 12 months. |
Segment Reporting | Segment Reporting The Company determines its reporting units in accordance with FASB ASC 280, “Segment Reporting” (“ASC 280”). The Company evaluates a reporting unit by first identifying its operating segments under ASC 280. The Company then evaluates each operating segment to determine if it includes one or more components that constitute a business. If there are components within an operating segment that meet the definition of a business, the Company evaluates those components to determine if they must be aggregated into one or more reporting units. If applicable, when determining if it is appropriate to aggregate different operating segments, the Company determines if the segments are economically similar and, if so, the operating segments are aggregated. The Company has multiple operations related to psychedelics and cannabinoids. Both of these operations exist under one reporting unit: Enveric. The Company has one operating segment and reporting unit. The Company is organized and operated as one business. Management reviews its business as a single operating segment, using financial and other information rendered meaningful only by the fact that such information is presented and reviewed in the aggregate. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In August 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options Derivatives and Hedging—Contracts in Entity’s Own Equity |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
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 the three months ended March 31, 2023, and 2022 because the effect of their inclusion would have been anti-dilutive. SCHEDULE OF POTENTIALLY DILUTIVE SECURITIES 2023 2022 For the three months ended March 31, 2023 2022 Warrants to purchase shares of common stock 655,463 655,376 Restricted stock units - vested and unissued 65,312 55,717 Restricted stock units – unvested 87,733 95,863 Restricted stock awards - vested and unissued 708 843 Restricted stock awards – unvested — 130 Investment options to purchase shares of common stock 1,070,000 — Options to purchase shares of common stock 47,954 22,829 Total potentially dilutive securities 1,927,170 830,758 |
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, 2023, and December 31, 2022, and indicates the fair value of the valuation inputs the Company utilized to determine such fair value of warrant liabilities, derivative liability, and investment options: SCHEDULE OF FAIR VALUE HIERARCHY OF VALUATION INPUTS ON RECURRING BASIS Level March 31, 2023 December 31, 2022 Level March 31, 2023 December 31, 2022 Warrant liabilities - January 2021 Warrants 3 $ 12 $ 81 Warrant liabilities - February 2021 Warrants 3 34 79 Warrant liabilities - February 2022 Warrants 3 134,512 185,055 Fair value of warrant liability $ 134,558 $ 185,215 Level March 31, 2023 December 31, 2022 Derivative liability - May 2022 3 $ 714,000 $ 727,000 Fair value of derivative liability $ 714,000 $ 727,000 Level March 31, 2023 December 31, 2022 Wainwright investment options 3 $ 38,087 $ 44,904 RD investment options 3 260,031 302,289 PIPE investment options 3 433,385 503,815 Fair value of investment option liability $ 731,503 $ 851,008 |
Subsequent Measurement [Member] | |
SCHEDULE OF FAIR VALUE OF WARRANT LIABILITIES AND DERIVATIVE LIABILITY AND INVESTMENT OPTIONS | The following table presents the changes in fair value of the warrant liabilities, derivative liability, and investment options that are classified as Level 3: SCHEDULE OF FAIR VALUE OF WARRANT LIABILITIES AND DERIVATIVE LIABILITY AND INVESTMENT OPTIONS Total Warrant Liabilities Fair value as of December 31, 2022 $ 185,215 Change in fair value (50,657 ) Fair value as of March 31, 2023 $ 134,558 Total Derivative Liability Fair value as of December 31, 2022 $ 727,000 Change in fair value (13,000 ) Fair value of derivative liability as of March 31, 2023 $ 714,000 Total Investment Option Liability Fair value as of December 31, 2022 $ 851,008 Change in fair value (119,505 ) Fair value of investment option liability as of March 31, 2023 $ 731,503 |
SCHEDULE OF BLACK SCHOLES VALUATION MODELS OF WARRANT LIABILITIES AND INVESTMENT OPTIONS | The key inputs into the Black Scholes valuation model for the Level 3 valuations of the warrant liabilities as of March 31, 2023 are below: SCHEDULE OF BLACK SCHOLES VALUATION MODELS OF WARRANT LIABILITIES AND INVESTMENT OPTIONS January 2021 Warrants February 2021 Warrants February 2022 Warrants February 2022 Post-Modification Warrants Term (years) 2.8 2.9 3.9 4.8 Stock price $ 1.66 $ 1.66 $ 1.66 $ 1.66 Exercise price $ 247.50 $ 245.00 $ 27.50 $ 7.78 Dividend yield — % — % — % — % Expected volatility 77.0 % 81.0 % 80.0 % 88.0 % Risk free interest rate 3.90 % 3.80 % 3.70 % 3.60 % Number of warrants 36,429 34,281 338,000 122,000 Value (per share) $ 0.00 $ 0.00 $ 0.15 $ 0.69 The key inputs into the Weighted Expected Return valuation model for the Level 3 valuations of the derivative liability as of March 31, 2023, are below: May 2022 Derivative Liability Principal $ 1,000,000 Dividend rate 5.0 % Market rate 5.9 % The key inputs into the Black Scholes valuation model for the Level 3 valuations of the investment options as of March 31, 2023 are below: Wainwright Options RD Options PIPE Options Term (years) 4.3 4.8 4.8 Stock price $ 1.66 $ 1.66 $ 1.66 Exercise price $ 10.00 $ 7.78 $ 7.78 Dividend yield — % — % — % Expected volatility 88.0 % 88.0 % 88.0 % Risk free interest rate 3.70 % 3.60 % 3.60 % Number of investment options 70,000 375,000 625,000 Value (per share) $ 0.54 $ 0.69 $ 0.69 |
INTANGIBLE ASSETS (Tables)
INTANGIBLE ASSETS (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
SCHEDULE OF FINITE LIVED INTANGIBLE ASSETS | As of March 31, 2023, the Company’s intangible assets consisted of: SCHEDULE OF FINITE LIVED INTANGIBLE ASSETS Definite lived intangible assets Balance at December 31, 2022 $ 379,686 Amortization (42,188 ) Balance at March 31, 2023 $ 337,498 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
SCHEDULE OF PROPERTY PLANT AND EQUIPMENT NET OF ACCUMULATED DEPRECIATION | Property and equipment consists of the following assets which are located in Calgary, Canada and placed in service by Enveric Biosciences Canada, Inc (“EBCI”), with all amounts translated into U.S. dollars: SCHEDULE OF PROPERTY PLANT AND EQUIPMENT NET OF ACCUMULATED DEPRECIATION March 31, 2023 December 31, 2022 Lab equipment $ 834,274 $ 831,123 Computer equipment and leasehold improvements 27,734 25,137 Property and equipment, gross 27,734 25,137 Less: Accumulated depreciation (223,073 ) (178,775 ) Property and equipment, net of accumulated depreciation $ 638,935 $ 677,485 |
ACCRUED LIABILITIES (Tables)
ACCRUED LIABILITIES (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Payables and Accruals [Abstract] | |
SCHEDULE OF ACCRUED LIABILITIES | As of March 31, 2023 and December 31, 2022, the accrued liabilities of the Company consisted of the following: SCHEDULE OF ACCRUED LIABILITIES March 31, 2023 December 31, 2022 Product development $ 147,968 $ 195,104 Accrued salaries and wages 397,912 1,175,963 Professional fees 246,976 83,255 Accrued franchise taxes 217,326 — Patent costs 18,000 251,333 Total accrued expenses $ 1,028,182 $ 1,705,655 |
SHARE CAPITAL AND OTHER EQUIT_2
SHARE CAPITAL AND OTHER EQUITY INSTRUMENTS (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Equity [Abstract] | |
SCHEDULE OF STOCK OPTION | A summary of activity under the Company’s incentive plan for the three months ended March 31, 2023, is presented below: SCHEDULE OF STOCK OPTION Number of Shares Weighted Average Exercise Price Weighted Average Grant Date Fair Value Weighted Average Remaining Contractual Term (years) Aggregate Intrinsic Value Outstanding at December 31, 2022 48,329 $ 37.05 $ 44.82 4.1 $ — Forfeited (375 ) $ 3.07 $ 2.58 — — Outstanding at March 31, 2023 47,954 $ 37.29 $ 49.79 3.9 $ — Exercisable at March 31, 2023 26,901 $ 58.37 $ 78.21 2.7 $ — |
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, 2023: SCHEDULE OF RESTRICTED STOCK UNITS AND AWARDS ACTIVITY Number of shares Weighted average fair value Non-vested at December 31, 2022 64,053 $ 92.57 Granted 26,500 $ 1.88 Vested (2,820 ) $ 33.65 Non-vested at March 31, 2023 87,733 $ 67.07 |
SCHEDULE OF STOCK-BASED COMPENSATION FOR RESTRICTED STOCK UNITS | The following table summarizes the Company’s recognition of stock-based compensation for restricted stock units for the following periods: SCHEDULE OF STOCK-BASED COMPENSATION FOR RESTRICTED STOCK UNITS Three Months Ended March 31, Stock-based compensation for RSUs 2023 2022 General and administrative $ 252,315 $ 358,818 Research and development 232,434 360,949 Total $ 484,749 $ 719,767 |
SCHEDULE OF WARRANTS OUTSTANDING | The following table summarizes information about shares issuable under warrants outstanding on March 31, 2023: SCHEDULE OF WARRANTS OUTSTANDING Warrant shares outstanding Weighted average exercise price Weighted average remaining life Intrinsic value Outstanding at December 31, 2022 655,463 $ 58.36 3.6 $ 5,514 Outstanding at March 31, 2023 655,463 $ 58.36 3.4 $ — Exercisable at March 31, 2023 655,463 $ 58.36 3.4 $ — |
SCHEDULE OF WARRANTS AND INVESTMENT OPTIONS | The following table summarizes information about investment options outstanding on March 31, 2023: SCHEDULE OF WARRANTS AND INVESTMENT OPTIONS Investment options outstanding Weighted average exercise price Weighted average remaining life Intrinsic value Outstanding at December 31, 2022 1,070,000 $ 7.93 5.1 — Outstanding at March 31, 2023 1,070,000 $ 7.93 4.9 $ — Exercisable at March 31, 2023 1,070,000 $ 7.93 4.9 $ — |
REDEEMABLE NON-CONTROLLING IN_2
REDEEMABLE NON-CONTROLLING INTEREST (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Redeemable Non-controlling Interest | |
SCHEDULE OF RECONCILIATION CHANGE IN REDEEMBALE NONCONTROLLING INTEREST | The table below presents the reconciliation of changes in redeemable non-controlling interest: SCHEDULE OF RECONCILIATION CHANGE IN REDEEMBALE NONCONTROLLING INTEREST Reconciliation of changes in redeemable non-controlling interest Balance at December 31, 2022 $ 885,028 Preferred dividends attributable to redeemable non-controlling interest 12,329 Accretion of embedded derivative and transaction costs associated with Series A Preferred Stock to redemption value 110,991 Balance at March 31, 2023 $ 1,008,348 |
BUSINESS AND LIQUIDITY AND OT_2
BUSINESS AND LIQUIDITY AND OTHER UNCERTAINTIES (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | ||||
May 12, 2023 | Jul. 14, 2022 | May 31, 2023 | Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Reverse stock split | 1-for-50 reverse stock split | |||||
Accumulated deficit | $ 83,885,313 | $ 79,207,786 | ||||
Net cash used in operating activities | 5,137,009 | $ 4,548,941 | ||||
Loss from operations | 4,860,678 | $ 4,795,845 | ||||
Cash | 12,561,813 | $ 17,723,884 | ||||
Working capital | $ 10,400,754 | |||||
Subsequent Event [Member] | ||||||
Cost reduction percentage | 35% | |||||
Severance costs | $ 500,000 | |||||
Series A Preferred Stock [Member] | Subsequent Event [Member] | ||||||
Dividends, per share | $ 1,000 | $ 1,000 | ||||
Unpaid dividends | $ 50,000 | $ 50,000 | ||||
Dividends | $ 1,050,000 | $ 1,050,000 |
SCHEDULE OF POTENTIALLY DILUTIV
SCHEDULE OF POTENTIALLY DILUTIVE SECURITIES (Details) - shares | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total potentially dilutive securities | 1,927,170 | 830,758 |
Warrants to Purchase Shares of Common Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total potentially dilutive securities | 655,463 | 655,376 |
Restricted Stock Units Vested and Unissued [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total potentially dilutive securities | 65,312 | 55,717 |
Restricted Stock Units Unvested [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total potentially dilutive securities | 87,733 | 95,863 |
Restricted Stock Awards Vested and Unissued [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total potentially dilutive securities | 708 | 843 |
Restricted Stock Awards Unvested [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total potentially dilutive securities | 130 | |
Investment Options to Purchase Shares of Common Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total potentially dilutive securities | 1,070,000 | |
Options to Purchase Shares of Common Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total potentially dilutive securities | 47,954 | 22,829 |
SCHEDULE OF FAIR VALUE HIERARCH
SCHEDULE OF FAIR VALUE HIERARCHY OF VALUATION INPUTS ON RECURRING BASIS (Details) - Fair Value, Inputs, Level 3 [Member] - Fair Value, Recurring [Member] - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Class of Warrant or Right [Line Items] | ||
Fair value of warrant liability | $ 134,558 | $ 185,215 |
Fair value of derivative liability | 714,000 | 727,000 |
Fair value of investment option liability | 731,503 | 851,008 |
Derivative Liability May 2022 [Member] | ||
Class of Warrant or Right [Line Items] | ||
Fair value of derivative liability | 714,000 | 727,000 |
Wainwright Investment Options [Member] | ||
Class of Warrant or Right [Line Items] | ||
Fair value of investment option liability | 38,087 | 44,904 |
RD Investment Options [Member] | ||
Class of Warrant or Right [Line Items] | ||
Fair value of investment option liability | 260,031 | 302,289 |
PIPE Investment Options [Member] | ||
Class of Warrant or Right [Line Items] | ||
Fair value of investment option liability | 433,385 | 503,815 |
Warrant Liabilities - January 2021 Warrants [Member] | ||
Class of Warrant or Right [Line Items] | ||
Fair value of warrant liability | 12 | 81 |
Warrant Liabilities - February 2021 Warrants [Member] | ||
Class of Warrant or Right [Line Items] | ||
Fair value of warrant liability | 34 | 79 |
Warrant Liabilities - February 2022 Warrants [Member] | ||
Class of Warrant or Right [Line Items] | ||
Fair value of warrant liability | $ 134,512 | $ 185,055 |
SCHEDULE OF FAIR VALUE OF WARRA
SCHEDULE OF FAIR VALUE OF WARRANT LIABILITIES AND DERIVATIVE LIABILITY AND INVESTMENT OPTIONS (Details) - Fair Value, Inputs, Level 3 [Member] | 3 Months Ended |
Mar. 31, 2023 USD ($) | |
Warrant [Member] | |
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | |
Fair value, Beginning balance | $ 185,215 |
Change in fair value | (50,657) |
Fair value, Ending balance | 134,558 |
Derivative [Member] | |
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | |
Fair value, Beginning balance | 727,000 |
Change in fair value | (13,000) |
Fair value, Ending balance | 714,000 |
Options Held [Member] | |
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | |
Fair value, Beginning balance | 851,008 |
Change in fair value | (119,505) |
Fair value, Ending balance | $ 731,503 |
SCHEDULE OF BLACK SCHOLES VALUA
SCHEDULE OF BLACK SCHOLES VALUATION MODELS OF WARRANT LIABILITIES AND INVESTMENT OPTIONS (Details) - Subsequent Measurement [Member] | 3 Months Ended |
Mar. 31, 2023 USD ($) $ / shares shares | |
Derivative Liability May 2022 [Member] | |
Principal | $ | $ 1,000,000 |
Wainwright Investment Options [Member] | |
Value (per share) | $ 0.54 |
Investment option term | 4 years 3 months 18 days |
Number of investment options | shares | 70,000 |
RD Investment Options [Member] | |
Value (per share) | $ 0.69 |
Investment option term | 4 years 9 months 18 days |
Number of investment options | shares | 375,000 |
PIPE Investment Options [Member] | |
Value (per share) | $ 0.69 |
Investment option term | 4 years 9 months 18 days |
Number of investment options | shares | 625,000 |
Measurement Input, Share Price [Member] | Wainwright Investment Options [Member] | |
Investment, stock price | $ 1.66 |
Measurement Input, Share Price [Member] | RD Investment Options [Member] | |
Investment, stock price | 1.66 |
Measurement Input, Share Price [Member] | PIPE Investment Options [Member] | |
Investment, stock price | 1.66 |
Measurement Input, Exercise Price [Member] | Wainwright Investment Options [Member] | |
Investment, exercise price | 10 |
Measurement Input, Exercise Price [Member] | RD Investment Options [Member] | |
Investment, exercise price | 7.78 |
Measurement Input, Exercise Price [Member] | PIPE Investment Options [Member] | |
Investment, exercise price | $ 7.78 |
Measurement Input, Expected Dividend Rate [Member] | Wainwright Investment Options [Member] | |
Investment, measurement input | |
Measurement Input, Expected Dividend Rate [Member] | RD Investment Options [Member] | |
Investment, measurement input | |
Measurement Input, Expected Dividend Rate [Member] | PIPE Investment Options [Member] | |
Investment, measurement input | |
Measurement Input, Option Volatility [Member] | Wainwright Investment Options [Member] | |
Investment, measurement input | 88 |
Measurement Input, Option Volatility [Member] | RD Investment Options [Member] | |
Investment, measurement input | 88 |
Measurement Input, Option Volatility [Member] | PIPE Investment Options [Member] | |
Investment, measurement input | 88 |
Measurement Input, Risk Free Interest Rate [Member] | Wainwright Investment Options [Member] | |
Investment, measurement input | 3.70 |
Measurement Input, Risk Free Interest Rate [Member] | RD Investment Options [Member] | |
Investment, measurement input | 3.60 |
Measurement Input, Risk Free Interest Rate [Member] | PIPE Investment Options [Member] | |
Investment, measurement input | 3.60 |
Measurement Input Dividend Rate [Member] | Derivative Liability May 2022 [Member] | |
Market rate | 5 |
Measurement Input Market Rate [Member] | Derivative Liability May 2022 [Member] | |
Market rate | 5.9 |
January 2021 Warrants [Member] | |
Warrants term | 2 years 9 months 18 days |
Warrants, number of warrants | shares | 36,429 |
Value (per share) | $ 0 |
January 2021 Warrants [Member] | Measurement Input, Share Price [Member] | |
Warrant measurement input | 1.66 |
January 2021 Warrants [Member] | Measurement Input, Exercise Price [Member] | |
Warrant measurement input | $ 247.50 |
January 2021 Warrants [Member] | Measurement Input, Expected Dividend Rate [Member] | |
Warrants, measurement input | |
January 2021 Warrants [Member] | Measurement Input, Option Volatility [Member] | |
Warrants, measurement input | 77 |
January 2021 Warrants [Member] | Measurement Input, Risk Free Interest Rate [Member] | |
Warrants, measurement input | 3.90 |
February 2021 Warrants [Member] | |
Warrants term | 2 years 10 months 24 days |
Warrants, number of warrants | shares | 34,281 |
Value (per share) | $ 0 |
February 2021 Warrants [Member] | Measurement Input, Share Price [Member] | |
Warrant measurement input | 1.66 |
February 2021 Warrants [Member] | Measurement Input, Exercise Price [Member] | |
Warrant measurement input | $ 245 |
February 2021 Warrants [Member] | Measurement Input, Expected Dividend Rate [Member] | |
Warrants, measurement input | |
February 2021 Warrants [Member] | Measurement Input, Option Volatility [Member] | |
Warrants, measurement input | 81 |
February 2021 Warrants [Member] | Measurement Input, Risk Free Interest Rate [Member] | |
Warrants, measurement input | 3.80 |
February 2022 Warrants [Member] | |
Warrants term | 3 years 10 months 24 days |
Warrants, number of warrants | shares | 338,000 |
Value (per share) | $ 0.15 |
February 2022 Warrants [Member] | Measurement Input, Share Price [Member] | |
Warrant measurement input | 1.66 |
February 2022 Warrants [Member] | Measurement Input, Exercise Price [Member] | |
Warrant measurement input | $ 27.50 |
February 2022 Warrants [Member] | Measurement Input, Expected Dividend Rate [Member] | |
Warrants, measurement input | |
February 2022 Warrants [Member] | Measurement Input, Option Volatility [Member] | |
Warrants, measurement input | 80 |
February 2022 Warrants [Member] | Measurement Input, Risk Free Interest Rate [Member] | |
Warrants, measurement input | 3.70 |
February 2022 Post Modification Warrants [Member] | |
Warrants term | 4 years 9 months 18 days |
Warrants, number of warrants | shares | 122,000 |
Value (per share) | $ 0.69 |
February 2022 Post Modification Warrants [Member] | Measurement Input, Share Price [Member] | |
Warrant measurement input | 1.66 |
February 2022 Post Modification Warrants [Member] | Measurement Input, Exercise Price [Member] | |
Warrant measurement input | $ 7.78 |
February 2022 Post Modification Warrants [Member] | Measurement Input, Expected Dividend Rate [Member] | |
Warrants, measurement input | |
February 2022 Post Modification Warrants [Member] | Measurement Input, Option Volatility [Member] | |
Warrants, measurement input | 88 |
February 2022 Post Modification Warrants [Member] | Measurement Input, Risk Free Interest Rate [Member] | |
Warrants, measurement input | 3.60 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) | Mar. 31, 2023 USD ($) |
UNITED STATES | |
Cash FDIC insured amount | $ 250,000 |
CANADA | |
Cash FDIC insured amount | $ 100,000 |
SCHEDULE OF FINITE LIVED INTANG
SCHEDULE OF FINITE LIVED INTANGIBLE ASSETS (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Balance, Definite lived intangible assets | $ 379,686 | |
Amortization | (42,188) | $ (42,188) |
Balance, Definite lived intangible assets | $ 337,498 |
INTANGIBLE ASSETS (Details Narr
INTANGIBLE ASSETS (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Identified definite lived assets, impairment loss | $ 0 | $ 0 |
Intangible assets, amortization expense | $ 42,188 | $ 42,188 |
SCHEDULE OF PROPERTY PLANT AND
SCHEDULE OF PROPERTY PLANT AND EQUIPMENT NET OF ACCUMULATED DEPRECIATION (Details) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Less: Accumulated depreciation | $ (223,073) | $ (178,775) |
Property and equipment, net of accumulated depreciation | 638,935 | 677,485 |
Lab Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 834,274 | 831,123 |
Computer Equipment and Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 27,734 | $ 25,137 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 44,298 | $ 27,077 |
SCHEDULE OF ACCRUED LIABILITIES
SCHEDULE OF ACCRUED LIABILITIES (Details) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Payables and Accruals [Abstract] | ||
Product development | $ 147,968 | $ 195,104 |
Accrued salaries and wages | 397,912 | 1,175,963 |
Professional fees | 246,976 | 83,255 |
Accrued franchise taxes | 217,326 | |
Patent costs | 18,000 | 251,333 |
Total accrued expenses | $ 1,028,182 | $ 1,705,655 |
SCHEDULE OF STOCK OPTION (Detai
SCHEDULE OF STOCK OPTION (Details) | 3 Months Ended |
Mar. 31, 2023 USD ($) $ / shares shares | |
Equity [Abstract] | |
Number of Shares, Outstanding at beginning | shares | 48,329 |
Weighted Average Exercise Price, Outstanding at beginning | $ 37.05 |
Weighted Average Grant Date Fair Value, Outstanding at beginning | $ 44.82 |
Weighted Average Remaining Contractual Term (years) | 4 years 1 month 6 days |
Aggregate Intrinsic Value, Outstanding at beginning | $ | |
Number of Shares, Exercised | shares | (375) |
Weighted Average Exercise Price, Exercised | $ 3.07 |
Weighted Average Grant Date Fair Value, Exercised | $ 2.58 |
Number of Shares, Outstanding at end | shares | 47,954 |
Weighted Average Exercise Price, Outstanding at end | $ 37.29 |
Weighted Average Grant Date Fair Value, Outstanding at end | $ 49.79 |
Weighted Average Remaining Contractual Term (years), Outstanding | 3 years 10 months 24 days |
Aggregate Intrinsic Value, Outstanding at end | $ | |
Number of Shares, Exercisable | shares | 26,901 |
Weighted Average Exercise Price, Exercisable | $ 58.37 |
Weighted Average Grant Date Fair Value, Exercisable | $ 78.21 |
Weighted Average Remaining Contractual Term (years), Exercisable | 2 years 8 months 12 days |
Aggregate Intrinsic Value, Exercisable | $ |
SCHEDULE OF RESTRICTED STOCK UN
SCHEDULE OF RESTRICTED STOCK UNITS AND AWARDS ACTIVITY (Details) - Restricted Stock Units (RSUs) [Member] | 3 Months Ended |
Mar. 31, 2023 $ / shares shares | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Number of shares, non-vested beginning | shares | 64,053 |
Weighted average fair value, non-vested beginning | $ / shares | $ 92.57 |
Number of shares, granted | shares | 26,500 |
Weighted average fair value, granted | $ / shares | $ 1.88 |
Number of shares, vested | shares | (2,820) |
Weighted average fair value, vested | $ / shares | $ 33.65 |
Number of shares, non-vested ending | shares | 87,733 |
Weighted average fair value, non-vested ending | $ / shares | $ 67.07 |
SCHEDULE OF STOCK-BASED COMPENS
SCHEDULE OF STOCK-BASED COMPENSATION FOR RESTRICTED STOCK UNITS (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Total | $ 484,749 | $ 719,767 |
General and Administrative Expense [Member] | ||
Total | 252,315 | 358,818 |
Research and Development Expense [Member] | ||
Total | $ 232,434 | $ 360,949 |
SCHEDULE OF WARRANTS OUTSTANDIN
SCHEDULE OF WARRANTS OUTSTANDING (Details) - Warrant [Member] | 3 Months Ended |
Mar. 31, 2023 USD ($) $ / shares shares | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Warrant shares outstanding,exchanged for common stock | shares | 655,463 |
Weighted average exercise price, exchanged for common stock | $ / shares | $ 58.36 |
Warrant shares outstanding,exchanged for common stock | shares | 655,463 |
Weighted average exercise price, exchanged for common stock | $ / shares | $ 58.36 |
Weighted average remaining contractual term ending | 3 years 4 months 24 days |
[custom:SharebasedCompensationArrangementBySharebasedPaymentAwardEquityInstrumentsNonOptionsAggregateIntrinsicValueNonvested-2] | $ | |
Warrant shares outstanding,exchanged for common stock | shares | 655,463 |
Weighted average exercise price, exchanged for common stock | $ / shares | $ 58.36 |
Weighted average remaining life, exercisable | 3 years 4 months 24 days |
[custom:SharebasedCompensationArrangementBySharebasedPaymentAwardNonOptionsExercisableIntrinsicValue1-2] | $ |
SCHEDULE OF WARRANTS AND INVEST
SCHEDULE OF WARRANTS AND INVESTMENT OPTIONS (Details) - Investment Options [Member] | 3 Months Ended |
Mar. 31, 2023 USD ($) $ / shares shares | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Investment options outstanding, issued | shares | 1,070,000 |
Weighted average exercise price, issued | $ / shares | $ 7.93 |
Warrant shares outstanding,exchanged for common stock | shares | 1,070,000 |
Weighted average exercise price, exchanged for common stock | $ / shares | $ 7.93 |
Weighted average remaining life, outstanding ended | 4 years 10 months 24 days |
[custom:SharebasedCompensationArrangementBySharebasedPaymentAwardEquityInstrumentsNonOptionsAggregateIntrinsicValueNonvested-2] | $ | |
Warrant shares outstanding,exchanged for common stock | shares | 1,070,000 |
Weighted average exercise price, exchanged for common stock | $ / shares | $ 7.93 |
Weighted average remaining life, exercisable | 4 years 10 months 24 days |
[custom:SharebasedCompensationArrangementBySharebasedPaymentAwardNonOptionsExercisableIntrinsicValue1-2] | $ |
SHARE CAPITAL AND OTHER EQUIT_3
SHARE CAPITAL AND OTHER EQUITY INSTRUMENTS (Details Narrative) - USD ($) | 3 Months Ended | ||||||
Jul. 26, 2022 | Jul. 22, 2022 | May 03, 2022 | Feb. 15, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Subsidiary, Sale of Stock [Line Items] | |||||||
Common stock voting rights | 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 | |||||
Incentive plan description | (i) increase the aggregate number of shares available for the grant of awards by 146,083 shares to a total of 200,000 shares, and (ii) add an “evergreen” provision whereby the number of shares authorized for issuance pursuant to awards under the Incentive Plan will be automatically increased on the first trading date immediately following the date the Company issues any share of Common Stock (defined below) to any person or entity, to the extent necessary so that the number of shares of the Company’s Common Stock authorized for issuance under the Incentive Plan will equal the greater of (x) 200,000 shares, and (y) 15% of the total number of shares of the Company’s Common Stock outstanding as of such issuance date. The Plan Amendment was approved by the Company’s stockholders at a special meeting of the Company’s stockholders held on July 14, 2022. | ||||||
Stock based compensation, expenses | $ 484,749 | $ 719,767 | |||||
Share-Based Payment Arrangement, Option [Member] | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Stock based compensation, expenses | 48,086 | 36,989 | |||||
Stock-based compensation, unamortized | $ 192,764 | ||||||
Weighted average period | 1 year 8 months 12 days | ||||||
Restricted Stock [Member] | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Stock based compensation, expenses | $ 0 | 11,863 | |||||
Common stock vested restricted stock units | 708 | ||||||
Restricted Stock Units (RSUs) [Member] | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Stock based compensation, expenses | $ 484,749 | $ 719,767 | |||||
Stock-based compensation, unamortized | $ 2,790,640 | ||||||
Weighted average period | 2 years 7 months 6 days | ||||||
Common stock vested restricted stock units | 2,820 | ||||||
Restricted Stock Units (RSUs) [Member] | Common Stock [Member] | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Common stock vested restricted stock units | 65,312 | ||||||
Common stock vested restricted stock units | 1,313 | ||||||
RD Offering and Pipe Investment Options [Member] | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Proceeds from RD offerings | $ 8,000,000 | ||||||
Offerings costs | 7,100,000 | ||||||
Payments of allocated equity | 3,200,000 | ||||||
Payments of investment option liability | 4,300,000 | ||||||
Payments of stock issuance costs recorded expense | $ 400,000 | ||||||
Registered Direct Securities Purchase Agreement [Member] | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Stock Issued During Period, Shares, New Issues | 375,000 | ||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 258,500 | ||||||
Proceeds from issuance of warrants | $ 3,000,000 | ||||||
Sale of Stock, Number of Shares Issued in Transaction | 116,500 | ||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.0001 | ||||||
PIPE Securities Purchase Agreement [Member] | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Stock Issued During Period, Shares, New Issues | 625,000 | ||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 509,000 | ||||||
Proceeds from issuance of warrants | $ 5,000,000 | ||||||
Sale of Stock, Number of Shares Issued in Transaction | 116,000 | ||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.0001 | ||||||
Underwriters [Member] | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Stock Issued During Period, Shares, New Issues | 60,000 | ||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 60,000 | ||||||
Stock issued during period shares warrant exercised. | 60,000 | ||||||
Proceeds from Issuance Initial Public Offering | $ 9,100,000 | ||||||
Deferred Offering Costs | 5,800,000 | ||||||
[custom:WarrantLiability-0] | 3,600,000 | ||||||
Proceeds from issuance of warrants | $ 300,000 | ||||||
IPO [Member] | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Stock Issued During Period, Shares, New Issues | 400,000 | ||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 400,000 | ||||||
Proceeds from common stock | $ 10,000,000 |
SCHEDULE OF RECONCILIATION CHAN
SCHEDULE OF RECONCILIATION CHANGE IN REDEEMBALE NONCONTROLLING INTEREST (Details) | 3 Months Ended |
Mar. 31, 2023 USD ($) | |
Redeemable Non-controlling Interest | |
Beginning balance | $ 885,028 |
Issuance of redeemable noncontrolling Series C preferred stock | 12,329 |
Accretion of embedded derivative to redemption value | 110,991 |
Ending balance | $ 1,008,348 |
REDEEMABLE NON-CONTROLLING IN_3
REDEEMABLE NON-CONTROLLING INTEREST (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | |||
May 12, 2023 | May 05, 2022 | May 31, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | |
Common stock par value | $ 0.01 | $ 0.01 | |||
Series A Preferred Stock [Member] | Subsequent Event [Member] | |||||
Dividends,per share | $ 1,000 | $ 1,000 | |||
Unpaid dividends | $ 50,000 | $ 50,000 | |||
Dividends | $ 1,050,000 | $ 1,050,000 | |||
Akos Securities Purchase Agreement [Member] | |||||
Common stock par value | $ 0.01 | ||||
Sale of stock, value | $ 4,000,000 | ||||
Spin-off and related private placement, description | Pursuant to the Akos Purchase Agreement, Akos has agreed to pay Palladium a fee equal to 9% of the aggregate gross proceeds raised from the sale of the shares of the Akos Series A Preferred Stock and a non-accountable expense allowance of 1% of the aggregate gross proceeds raised the sale of the Akos Series A Preferred Stock in the Akos Private Placement. The fee due in connection with the Akos Private Placement shall be paid to Palladium in the form of convertible preferred stock and warrants on similar terms to the securities issued in the Akos Private Placement. | ||||
Warrants to purchase common stock, percentage | 8% | ||||
Akos Securities Purchase Agreement [Member] | Maximum [Member] | |||||
Sale of stock, value | $ 5,000,000 | ||||
Akos Securities Purchase Agreement [Member] | Series A Convertible Preferred Stock [Member] | |||||
Sale of stock | 5,000 | ||||
Sale of stock, price per share | $ 1,000 | ||||
Akos Securities Purchase Agreement [Member] | Series A Preferred Stock [Member] | |||||
Sale of stock | 1,000 | ||||
Sale of stock, value | $ 1,000,000 | ||||
Securities purchase agreement [Member] | |||||
Sale of stock, price per share | $ 1,000 | ||||
Securities purchase agreement [Member] | Series A Preferred Stock [Member] | Akos [Member] | |||||
Percentage of stock issued and outstanding | 25% | ||||
Dividend rate | 5% | 5% | |||
Redemption value of redeemable noncontrolling interest | $ 1,000,000 | ||||
Approximate value of redeemable noncontrolling interest | $ 1,045,000 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) | Dec. 26, 2017 USD ($) | Mar. 31, 2023 USD ($) | Mar. 23, 2023 USD ($) | Mar. 23, 2023 AUD ($) | Dec. 31, 2022 USD ($) |
Property, Plant and Equipment [Line Items] | |||||
Cash | $ 12,561,813 | $ 17,723,884 | |||
Vogal Nathan Purchase Agreement [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Royalties percentage | 2% | ||||
Payments for royalties | $ 20,000,000 | ||||
Vogal Nathan Purchase Agreement [Member] | One Time Milestone [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Long-term purchase commitment, amount | 200,000 | ||||
Vogal Nathan Purchase Agreement [Member] | Additional Milestone [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Long-term purchase commitment, amount | $ 300,000 | ||||
Other Consulting and Vendor Agreements [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Cash | 1,900,000 | ||||
Future cash payments | $ 1,100,000 | ||||
Avance Clinical [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Contract cost | $ 2,000,000 | $ 3,000,000 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - Subsequent Event [Member] - USD ($) | 1 Months Ended | |
May 12, 2023 | May 31, 2023 | |
Subsequent Event [Line Items] | ||
Cost reduction percentage | 35% | |
Severance costs | $ 500,000 | |
Series A Preferred Stock [Member] | ||
Subsequent Event [Line Items] | ||
Dividends, per share | $ 1,000 | $ 1,000 |
Unpaid dividends | $ 50,000 | $ 50,000 |
Dividends | $ 1,050,000 | $ 1,050,000 |