Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Mar. 24, 2023 | Jun. 30, 2022 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2022 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2022 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity File Number | 000-53223 | ||
Entity Registrant Name | MARIZYME, INC. | ||
Entity Central Index Key | 0001413754 | ||
Entity Tax Identification Number | 82-5464863 | ||
Entity Incorporation, State or Country Code | NV | ||
Entity Address, Address Line One | 555 Heritage Drive | ||
Entity Address, Address Line Two | Suite 205 | ||
Entity Address, City or Town | Jupiter | ||
Entity Address, State or Province | FL | ||
Entity Address, Postal Zip Code | 33458 | ||
City Area Code | (561) | ||
Local Phone Number | 935-9955 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
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 Public Float | $ 98,461,551 | ||
Entity Common Stock, Shares Outstanding | 40,768,191 | ||
ICFR Auditor Attestation Flag | false | ||
Auditor Firm ID | 100 | ||
Auditor Name | WithumSmith+Brown, PC | ||
Auditor Location | Whippany, New Jersey |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Current | ||
Cash | $ 510,865 | $ 4,072,339 |
Accounts receivable | 87,801 | 8,650 |
Other receivables | 15,310 | 41,307 |
Prepaid expenses | 1,125,761 | 257,169 |
Inventory | 215,566 | 22,353 |
Total current assets | 1,955,303 | 4,401,818 |
Non-current | ||
Property, plant and equipment, net | 12,545 | 12,817 |
Operating lease right-of-use assets, net | 1,485,023 | 1,158,776 |
Intangible assets, net | 27,675,020 | 52,866,192 |
Prepaid royalties, non-current | 339,091 | 339,091 |
Deposits | 30,000 | 30,000 |
Goodwill | 7,190,656 | 7,190,656 |
Total non-current assets | 36,732,335 | 61,597,532 |
Total assets | 38,687,638 | 65,999,350 |
Current | ||
Accounts payable and accrued expenses | 1,365,443 | 1,596,147 |
Note payable | 1,132,829 | 127,798 |
Due to related parties | 1,132,634 | |
Operating lease obligations | 423,495 | 277,142 |
Total current liabilities | 2,921,767 | 3,133,721 |
Non-current | ||
Operating lease obligations, net of current portion | 1,061,528 | 881,634 |
Note payable, net of current portion | 469,252 | |
Convertible notes | 2,751,633 | 26,065 |
Derivative liabilities | 4,823,725 | 2,485,346 |
Contingent liabilities | 9,707,000 | 11,313,000 |
Total non-current liabilities | 18,343,886 | 15,175,297 |
Total liabilities | 21,265,653 | 18,309,018 |
Commitments and contingencies (Note 10) | ||
Stockholders’ equity: | ||
Preferred stock, $0.001 par value, 25,000,000 shares authorized, no shares issued and outstanding as of December 31, 2022 and 2021 | ||
Common stock, par value $0.001, 75,000,000 shares authorized, issued and outstanding shares - 40,528,191 at December 31, 2022 and 2021 | 40,528 | 40,528 |
Additional paid-in capital | 103,370,890 | 95,473,367 |
Accumulated deficit | (85,989,433) | (47,823,563) |
Total stockholders’ equity | 17,421,985 | 47,690,332 |
Total liabilities and stockholders’ equity | $ 38,687,638 | $ 65,999,350 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 25,000,000 | 25,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 75,000,000 | 75,000,000 |
Common stock, shares issued | 40,528,191 | 40,528,191 |
Common stock, shares outstanding | 40,528,191 | 40,528,191 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Statement [Abstract] | ||
Revenue | $ 233,485 | $ 210,279 |
Direct cost of revenue | 54,319 | 80,354 |
Gross profit | 179,166 | 129,925 |
Operating expenses: | ||
Professional fees (includes related party amounts of $172,800 and $410,400, respectively) | 2,082,079 | 2,269,756 |
Salary expenses | 2,421,969 | 2,887,309 |
Research and development | 3,978,826 | 1,681,899 |
Stock-based compensation | 1,905,948 | 898,444 |
Depreciation and amortization | 841,444 | 43,871 |
Impairment of intangible assets | 24,350,000 | |
Other general and administrative expenses | 1,922,696 | 1,170,029 |
Total operating expenses | 37,502,962 | 8,951,308 |
Total operating loss | (37,323,796) | (8,821,383) |
Other income (expense) | ||
Interest and accretion expenses | (2,789,255) | (126,024) |
Change in fair value of contingent liabilities | 1,606,000 | (1,387,000) |
Gain/(loss) on debt extinguishment | 338,181 | (663,522) |
Other income | 3,000 | |
Total other income (expense) | (842,074) | (2,176,546) |
Net loss | $ (38,165,870) | $ (10,997,929) |
Loss per share – basic and diluted | $ (0.94) | $ (0.31) |
Weighted average number of shares of common stock outstanding – basic and diluted | 40,727,092 | 36,041,613 |
Consolidated Statements of Op_2
Consolidated Statements of Operations (Parenthetical) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Defined Benefit Plan Disclosure [Line Items] | ||
Professional fees related paty | $ 2,082,079 | $ 2,269,756 |
Related Party [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Professional fees related paty | $ 172,800 | $ 410,400 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Balance at Dec. 31, 2020 | $ 35,928 | $ 82,077,334 | $ (36,825,634) | $ 45,287,628 |
Balance, shares at Dec. 31, 2020 | 35,928,191 | |||
Warrants issued for acquisition | (732,300) | (732,300) | ||
Issuance of common stock for acquisition | $ 4,600 | 7,769,400 | 7,774,000 | |
Issuance of common stock for acquisition, shares | 4,600,000 | |||
Issuance of warrants | 5,493,821 | 5,493,821 | ||
Stock-based compensation expense | 865,112 | 865,112 | ||
Net loss | (10,997,929) | (10,997,929) | ||
Balance at Dec. 31, 2021 | $ 40,528 | 95,473,367 | (47,823,563) | 47,690,332 |
Balance, shares at Dec. 31, 2021 | 40,528,191 | |||
Issuance of warrants | 6,191,575 | 6,191,575 | ||
Stock-based compensation expense | 1,905,948 | 1,905,948 | ||
Net loss | (38,165,870) | (38,165,870) | ||
Exercise of warrants | $ 300 | 2,700 | 3,000 | |
Exercise of warrants, shares | 300,000 | |||
Common stock repurchased and cancelled | $ (300) | (2,700) | (3,000) | |
Common stock repurchased and cancelled , shares | (300,000) | |||
Warrants repurchased and retired | (200,000) | (200,000) | ||
Balance at Dec. 31, 2022 | $ 40,528 | $ 103,370,890 | $ (85,989,433) | $ 17,421,985 |
Balance, shares at Dec. 31, 2022 | 40,528,191 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Cash flows from operating activities: | ||
Net loss | $ (38,165,870) | $ (10,997,929) |
Adjustments to reconcile net loss to net cash used in operations: | ||
Depreciation and amortization | 841,444 | 43,871 |
Stock-based compensation | 1,905,948 | 865,112 |
Stock-based compensation - restricted common stock | 33,332 | |
Interest and accretion on convertible notes and notes payable | 2,789,255 | 126,024 |
Issuance of warrants for services | 1,850,533 | 368,287 |
Impairment of intangible assets | 24,350,000 | |
Change in fair value of contingent liabilities | (1,606,000) | 1,387,000 |
(Gain) loss on debt extinguishment | (338,181) | 663,522 |
Other income | (3,000) | |
Change in operating assets and liabilities: | ||
Accounts and other receivables | (53,154) | 36,298 |
Prepaid expenses | (868,592) | (184,112) |
Inventory | (193,213) | 33,987 |
Accounts payable and accrued expenses | (228,684) | 968,788 |
Due to related parties | (1,132,634) | 868,725 |
Net cash used in operating activities | (10,852,148) | (5,787,095) |
Cash flows from financing activities: | ||
Proceeds from financing, net of issuance cost | 6,500,743 | 6,692,765 |
Proceeds from promissory notes, net of repayments | 786,931 | 263,907 |
Proceeds from exercise of warrants | 3,000 | |
Net cash provided by financing activities | 7,290,674 | 6,956,672 |
Net change in cash | (3,561,474) | 1,169,577 |
Cash at beginning of year | 4,072,339 | 2,902,762 |
Cash at end of year | 510,865 | 4,072,339 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | ||
Cash paid for taxes | ||
Non-cash investing and financing activities: | ||
Derivative liabilities and debt discount issued in connection with convertible notes | 2,338,379 | 2,485,346 |
Warrants and debt discount issued in connection with convertible notes | 4,341,042 | 5,125,534 |
Settlement of notes payable with convertible notes | 278,678 | |
Warrants repurchased and retired | 200,000 | |
Contingent liabilities | 9,926,000 | |
Issuance of common stock in connection with business combination | 7,774,000 | |
Notes payable assumed in connection with business combination | $ 468,137 |
Organization, Basis of Presenta
Organization, Basis of Presentation and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Organization, Basis of Presentation and Summary of Significant Accounting Policies | 1. Organization, Basis of Presentation and Summary of Significant Accounting Policies Organization Maryzime, Inc. (the “Company” or “Marizyme”) is a Nevada corporation originally incorporated on March 20, 2007, under the name SWAV Enterprises, Ltd. On September 6, 2010, the Company name was changed to GBS Enterprises Inc. and from 2010 to September 2018 the Company was in the software products and advisory services business for email and instant messaging applications. The Company divested that business between December 2016 and September 2018 and focused on the acquisition of life science technologies. On March 21, 2018, the Company’s name was changed to Marizyme, Inc., to reflect the new life sciences focus. Marizyme’s common stock is currently quoted on the OTCQB tier of OTC Markets Group, Inc. under the symbol “MRZM”. Basis of Presentation and Principles of Consolidation The Company’s consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The accompanying consolidated financial statements include the consolidated accounts of the Company and its wholly owned subsidiaries, Somahlution, Inc. (“Somahlution”), Somaceutica, Inc. (“Somaceutica”), Marizyme Sciences, Inc. (“Marizyme Sciences”), and My Health Logic, Inc. (“My Health Logic”). All intercompany transactions have been eliminated on consolidation. Going Concern The Company’s consolidated financial statements are prepared using GAAP as applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. However, the Company does not have an established source of revenues sufficient to cover its operating costs and to allow it to continue as a going concern. The Company, since its inception, has incurred recurring operating losses and negative cash flows from operations and has an accumulated deficit of $ 85,989,433 966,464 510,865 Under the going concern assumption, an entity is ordinarily viewed as continuing its business for the foreseeable future with neither the intention or necessity of liquidation, ceasing trading, or seeking protection from creditors pursuant to the laws and regulations. Accordingly, assets and liabilities are recorded on the basis that the entity will be able to realize its assets and discharge its liabilities in the normal course of business. The ability of the Company to continue as a going concern is dependent upon its ability to continue to successfully develop its intangible assets, receive an approval from the U.S. Food and Drug Administration (“FDA”) to extend the selling of the products into the U.S. market which may result in the Company attaining profitable operations. During the next twelve months from the date the consolidated financial statements were issued, the Company’s foreseeable cash requirements will relate to continuous operations of its business, maintaining its good standing and making the required filing with the SEC, and the payment of expenses associated with its product development. The Company may experience a cash shortfall and be required to raise additional capital. Management intends to raise additional funds by way of a private or public offering. On February 14, 2021, Marizyme completed a preliminary prospectus with intention to raise up to $ 17,250,000 9,600,000 The consolidated financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. Use of Estimates The preparation of the consolidated financial statements in accordance with GAAP requires management to make use of certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reported periods. The Company bases its estimates on historical experience and on various other assumptions that management believes are reasonable under the circumstances, the results of which form the basis for making judgments about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results could differ from those estimates. Significant estimates are related to the allocation of the purchase price in a business combination to the underlying assets and liabilities, recoverability of long-term assets including intangible assets and goodwill, amortization expense, valuation of warrants, stock-based compensation, derivative liabilities, contingent liabilities, and deferred tax valuations. Fair Value Measurements The Company uses the fair value hierarchy to measure the value of its financial instruments. The fair value hierarchy is based on inputs to valuation techniques that are used to measure fair value that are either observable or unobservable. Observable inputs reflect assumptions market participants would use in pricing an asset or liability based on market data obtained from independent sources, while unobservable inputs reflect a reporting entity’s pricing based upon its own market assumptions. The basis for fair value measurements for each level within the hierarchy is described below: ● Level 1 – Quoted prices for identical assets or liabilities in active markets. ● Level 2 – Quoted prices for identical or similar assets and liabilities in markets that are not active; or other model-derived valuations whose inputs are directly or indirectly observable or whose significant value drivers are observable. ● Level 3 – Valuations derived from valuation techniques in which one or more significant inputs to the valuation model are unobservable and for which assumptions are used based on management estimates. The Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible as well as considers counterparty credit risk in its assessment of fair value. The carrying amounts of certain cash, accounts receivable, other receivables, accounts payable and accrued expenses, notes payable, and amounts due to related parties approximate fair value due to the short-term nature of these instruments. The fair value of lease obligations is determined using discounted cash flows based on the expected amounts and timing of the cash flows discounted using a market rate of interest adjusted for appropriate credit risk. The contingent liabilities assumed on the acquisition of Somahlution consist of present values of royalty payments, performance warrants and pediatric voucher warrants, future rare pediatric voucher sales, and liquidation preference. Management measured these contingencies in accordance with Level 3 of the fair value hierarchy. i. The performance warrants and pediatric vouchers warrants liabilities were valued using a Monte Carlo simulation model utilizing the following weighted average assumptions: risk free rate of 1.19 69.62 0 6.21 2,925,000 1,427,000 4,352,000 ii. The present value of royalty payments was measured using the scenario-based methodology. In assessing the value attributed to the royalty payments, the estimated future cash flows were discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the revenue from net sales of the product. The cash flows derived from the Company’s fifteen-year strategic plan are based on managements’ expectations of market growth, industry reports and trends, and past performances. These projections are inherently uncertain due to the evolving impact of the COVID-19 pandemic. The discounted cash flow model included projections surrounding revenue, discount rates, and growth rates. The discount rates used to calculate the present value of royalty payments reflect specific risks of the Company and market conditions and the mid-range was estimated at 20.6 1,414,000 5,402,000 3,988,000 iii. Rare pediatric voucher sales liability was valued based on the scenario-based methodology where the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset – 20.6 95,000 1,055,000 1,150,000 iv. The present value of liquidation preference liability, included in the contingent consideration, was determined using the Black-Scholes option pricing method and represents the fair value of the maximum payment amount according to the Agreement. The following assumptions were used in the Black-Scholes option pricing model: risk free rate of 0.21 78.93 0 5 years No 1,823,000 The derivative liabilities consisted of optional and automatic conversion features and the share redemption feature attached to the convertible notes, issued pursuant to the Unit Purchase Agreement (see Note 7). The Company has no financial assets measured at fair value on a recurring basis. None of the Company’s non-financial assets or liabilities are recorded at fair value on a non-recurring basis. No transfers between levels have occurred during the periods presented. Marizyme measures the following financial instruments at fair value on a recurring basis. At December 31, 2022 and 2021, the fair values of these financial instruments were as follows: Schedule of Fair Values of Financial Instruments December 31, 2022 Level 1 Level 2 Level 3 Fair Value Hierarchy December 31, 2022 Level 1 Level 2 Level 3 Liabilities Derivative liabilities $ - $ - $ 4,823,725 Contingent liabilities - - 9,707,000 Total $ - $ - $ 14,530,725 December 31, 2021 Level 1 Level 2 Level 3 Fair Value Hierarchy December 31, 2021 Level 1 Level 2 Level 3 Liabilities Derivative liabilities $ - $ - $ 2,485,346 Contingent liabilities - - 11,313,000 Total $ - $ - $ 13,798,346 The following table provides a roll forward of all liabilities measured at fair value using Level 3 significant unobservable inputs: Schedule of Liabilities Fair Value Measured Derivative and Contingent Liabilities Balance at December 31, 2021 $ 13,798,346 Change in fair value of contingent liabilities (1,606,000 ) Derivative liabilities issued pursuant to Unit Purchase Agreement 2,338,379 Balance at December 31, 2022 $ 14,530,725 Cash Cash includes cash in readily available checking accounts. Concentrations of Credit Risk The Company has significant cash balances at financial institutions which throughout the year regularly exceed the federally insured limit of $ 250,000 Inventory Inventory consisted of primarily finished goods and is valued at the lower of cost and net realizable value. Cost is determined using the first-in, first out method. The Company decreases the value of inventory for estimated obsolescence equal to the difference between the cost of inventory and the estimated market value, based upon an aging analysis of the inventory on hand, specifically known inventory-related risks, and assumptions about future demand and market conditions. The Company has determined that no inventory reserve was necessary as of December 31, 2022 and 2021. Accounts Receivable Trade receivables are amounts due from customers for goods sold in the ordinary course of business. Accounts receivable are non-interest bearing and are due for settlement in full within 30 days. Trade receivables are shown net of allowance for bad or doubtful debts. Allowance for Doubtful Accounts The Company establishes an allowance for doubtful accounts to ensure trade and other receivables are not overstated due to non-collectability. The Company’s allowance is based on a variety of factors, including age of the receivable, significant one-time events, historical experience, and other risk considerations. The Company did not have an allowance at December 31, 2022 or 2021. The Company did not record any bad debt expense in each of the years ended December 31, 2022 and 2021. Property, Plant, and Equipment, Net Property, plant and equipment are recorded at cost, less accumulated depreciation. Depreciation expense is recognized using the straight-line method over the useful life of the asset. Machinery, computer equipment and related software are depreciated over five to seven years. Furniture and fixtures are depreciated over four seven years Intangible Assets and Goodwill Intangible assets are recorded at cost less accumulated amortization and accumulated impairment losses. Intangible assets acquired as a result of an acquisition or in a business combination are measured at fair value at the acquisition date. The useful lives of intangible assets are assessed as either finite or indefinite. Intangible assets with finite lives are amortized over the estimated useful economic life and assessed for impairment whenever there is an indication that the intangible asset may be impaired. The estimated useful life and amortization method are reviewed at the end of each reporting period, with the effect of any changes in estimates being accounted for on a prospective basis. Goodwill represents the excess of the purchase price paid for the acquisition of subsidiaries over the fair value of the net assets acquired. Following the initial recognition, goodwill is measured at cost less any accumulated impairment losses. In-Process Research and Development The Company evaluates whether acquired intangible assets are a business under applicable accounting standards. Additionally, the Company evaluates whether the acquired assets have a future alternative use. Intangible assets that do not have future alternative use are considered acquired in-process research and development (“IPR&D”). When the acquired in-process research and development assets are not part of a business combination, the value of the consideration paid is expensed on the acquisition date. Future costs to develop these assets are recorded to research and development expense as they are incurred. Impairment ● Impairment of long-lived assets: ● Goodwill ● In-process research and development assets: Leases At the inception of a contractual arrangement, the Company determines whether the contract contains a lease by assessing whether there is an identified asset and whether the contract conveys the right to control the use of the identified asset in exchange for consideration over a period of time. If both criteria are met, the Company records the associated lease liability and corresponding right-of-use asset upon commencement of the lease using the implicit rate or a discount rate based on a credit-adjusted secured borrowing rate commensurate with the term of the lease. The Company additionally evaluates leases at their inception to determine if they are to be accounted for as an operating lease or a finance lease. A lease is accounted for as a finance lease if it meets one of the following five criteria: the lease has a purchase option that is reasonably certain of being exercised, the present value of the future cash flows is substantially all of the fair market value of the underlying asset, the lease term is for a significant portion of the remaining economic life of the underlying asset, the title to the underlying asset transfers at the end of the lease term, or if the underlying asset is of such a specialized nature that it is expected to have no alternative uses to the lessor at the end of the term. Leases that do not meet the finance lease criteria are accounted for as an operating lease. Operating lease assets represent a right to use an underlying asset for the lease term and operating lease liabilities represent an obligation to make lease payments arising from the lease. Operating lease liabilities with a term greater than one year and their corresponding right-of-use assets are recognized on the balance sheet at the commencement date of the lease based on the present value of lease payments over the expected lease term. Certain adjustments to the right-of-use asset may be required for items such as initial direct costs paid or incentives received. As the Company’s leases do not typically provide an implicit rate, the Company utilizes the appropriate incremental borrowing rate, determined as the rate of interest that the Company would have to pay to borrow on a collateralized basis over a similar term and in a similar economic environment. Lease cost is recognized on a straight-line basis over the lease term and variable lease payments are recognized as operating expenses in the period in which the obligation for those payments is incurred. Variable lease payments primarily include common area maintenance, utilities, real estate taxes, insurance, and other operating costs that are passed on from the lessor in proportion to the space leased by the Company. The Company has elected the practical expedient to not separate between lease and non-lease components. Revenue Recognition Pursuant to Topic 606, the Company recognizes revenue to depict the transfer of promised goods or services to a customer in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve this core principle, Topic 606 outlines a five-step process for recognizing revenue from customer contracts that includes i) identification of the contract with a customer, ii) identification of the performance obligations in the contract, iii) determining the transaction price, iv) allocating the transaction price to the separate performance obligations in the contract, and v) recognizing revenue associated with performance obligations as they are satisfied. At contract inception, the Company assesses the goods or services promised within each contract and assess whether each promised good or service is distinct and determine those that are performance obligations. The Company then recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when the performance obligation is satisfied. The Company has identified one performance obligation which is related to DuraGraft product sales. For the Company’s distribution partner channel, the Company recognizes revenue for product sales at the time of delivery of the product to its distribution partner (customer). As products have an expiration date, if a product expires, the Company will replace the product at no charge. There were no significant judgements made in applying this topic. Direct Cost of Revenue Cost of sales includes the actual cost of merchandise sold, and the cost of transportation of merchandise from the Company’s third-party vendor to its distributer. Research and Development Expenses and Accruals All research and development costs are expensed in the period incurred and consist primarily of salaries, payroll taxes, and employee benefits, those individuals involved in research and development efforts, external research and development costs incurred under agreements with contract research organizations and consultants to conduct and support the Company’s ongoing clinical trials of DuraGraft, and costs related to manufacturing DuraGraft for clinical trials. The Company has entered into various research and development contracts with various organizations and other companies. Payments of these activities are based on the terms of the individual agreements which matches to the pattern of costs incurred. Payments made in advances are reflected in the accompanying balance sheets as prepaid expenses. The Company records accruals for estimated costs incurred for ongoing research and development activities. When evaluating the adequacy of the accrued liabilities, the Company analyzes progress of the services, including the phase or completion of events, invoices received and contracted costs. Significant judgments and estimates may be made in determining the prepaid or accrued balances at the end of any reporting period. Actual results could differ from the Company’s estimates. Stock-Based Compensation Share-based compensation expense for employees and directors is recognized in the Consolidated Statement of Operations based on estimated amounts, including the grant date fair value and the expected service period. For stock options, the Company estimates the grant date fair value using a Black-Scholes valuation model, which requires the use of multiple subjective inputs including estimated future volatility, expected forfeitures and the expected term of the awards. The Company estimates the expected future volatility based on the stock’s historical price volatility. The stock’s future volatility may differ from the estimated volatility at the grant date. For restricted stock unit (“RSU”) equity awards, the Company estimates the grant date fair value using its closing stock price on the date of grant. The Company recognizes the effect of forfeitures in compensation expense when the forfeitures occur. The estimated forfeiture rates may differ from actual forfeiture rates which would affect the amount of expense recognized during the period. The Company recognizes the value of the awards over the awards’ requisite service or performance periods. The requisite service period is generally the time over which the Company’s share-based awards vest. Income Taxes The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, deferred tax assets and liabilities are determined on the basis of the differences between the consolidated financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in the consolidated statements of operations in the period that includes the enactment date. The Company recognizes net deferred tax assets to the extent that the Company believes these assets are more likely than not to be realized. In making such a determination, management considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. If management determines that the Company would be able to realize its deferred tax assets in the future in excess of their net recorded amount, management would make an adjustment to the deferred tax asset valuation allowance, which would reduce the provision for income taxes. The Company records uncertain tax positions on the basis of a two-step process whereby (i) management determines whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position and (ii) for those tax positions that meet the more-likely-than-not recognition threshold, management recognizes the largest amount of tax benefit that is more than 50 percent likely to be realized upon ultimate settlement with the related tax authority. The Company recognizes interest and penalties related to unrecognized tax benefits within income tax expense. Any accrued interest and penalties are included within the related tax liability. There was no interest or penalties as of December 31, 2022 and 2021. Segment Reporting Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision maker in making decisions on how to allocate resources and assess performance. The Company views its operations and manages its business as one Net Loss Per Share Basic net loss per share is computed by dividing the net loss by the weighted-average number of common shares outstanding for the period, without consideration for potentially dilutive securities. Diluted net loss per share is computed by dividing the net loss by the weighted-average number of common shares and dilutive common stock equivalents outstanding for the period determined using the treasury stock and if-converted methods. Dilutive common stock equivalents are comprised of unvested common stock, options and warrants. For all periods presented, there is no difference in the number of shares used to calculate basic and diluted shares outstanding as inclusion of the potentially dilutive securities (warrants, stock options, and common shares subject to repurchase) would be antidilutive. Recently Issued Accounting Pronouncements The Company assesses the adoption impacts of recently issued accounting standards by the Financial Accounting Standards Board or other standard setting bodies on the Company’s consolidated financial statements as well as material updates to previous assessments. There were no new material accounting standards issued or adopted in year of 2022 that impacted the Company. |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Acquisitions | 2. Acquisitions DuraGraft® On December 15, 2019, the Company entered into a contingent asset purchase agreement (the “Agreement”), as amended on March 31, 2020 and May 29, 2020, with Somahlution, LLC, Somahlution, Inc., and Somaceutica, LLC (collectively, “Somahlution” or “Seller”) to acquire all of the assets and none of the liabilities of Somahlution (the “Acquisition”), including DuraGraft®, a one-time intraoperative vascular graft treatment for use in vascular and bypass surgeries that maintains endothelial function and structure, and other related properties. On July 31, 2020, the Company and Somahlution entered into Amendment No. 3 to the Agreement and the Agreement was finalized. Pursuant to the terms of this amendment, it was agreed that, as part of the Acquisition, the Company would acquire the outstanding capital stock of Somahlution, Inc., held by Somahlution, LLC, rather than the assets of Somahlution, Inc. This change to the Agreement was made to accommodate the European Union (“EU”) requirements with respect to the future manufacturing under Somahlution, Inc. of CE marked products for sale in the EU. In Amendment No. 3, the Company agreed to assume certain payables of Somahlution related to clinical and medical expenses. It was agreed that the payments on the assumed debts would be recorded as a prepaid royalty against future royalties. As of December 31, 2022 and 2021, prepaid royalties were $ 339,091 Pursuant to the Agreement and in consideration of the outstanding capital stock of Somahlution, Inc., the Company agreed to issue to Somahlution: ● 10,000,000 ● Warrants to purchase 3,000,000 5.00 five years ● The Company, on a pro rata basis, shall grant the Seller the following contingent consideration upon receiving the FDA final approval and insurance reimbursement approval on the product: ◌ Grant of performance warrants for 4,000,000 ◌ Royalties to be paid on all net sales of the product acquired from Somahlution of 6 50 5 50 4 50 200 2 200 ◌ Payment of 10 ◌ Grant of rare pediatric voucher warrants to purchase an aggregate of 250,000 ◌ Liquidation preference, up to a maximum of $ 20 15 On July 30, 2020, the Company completed the acquisition of Somahlution Assets (the “Somahlution Transaction”). The acquisition of Somahlution provided the Company with access to DuraGraft and other related intangible assets, which upon approval by FDA, will further the Company’s continued growth and international-wide product rollout. Accounting Standards Codification (“ASC”) 805-10 the substance of a transaction constitutes a business combination as the business of Somahlution meets the definition of a business under the standard. Accordingly, the transaction was accounted for in accordance with the acquisition method of accounting, and the assets acquired, and the liabilities assumed have been recorded at their respective estimated fair values as of the acquisition date. The purchase price is based on management’s estimate of fair value of the common shares and warrants issued as well as contingent consideration and liquidation preference given up. The final allocation of the purchase price consideration to the assets acquired and liabilities assumed has been completed and finalized. Details of the carrying amount and the fair value of identifiable assets and liabilities acquired and purchase consideration paid are as follows: Schedule of Preliminary Allocation of Consideration Consideration Common shares $ 12,500,000 Warrants 1,200,000 Contingent consideration 9,926,000 Total consideration $ 23,626,000 Fair value of identifiable assets acquired, and liabilities assumed Net working capital $ 30,908 Property, plant, and equipment 9,092 Intangible assets 18,170,000 Goodwill 5,416,000 Total identifiable assets $ 23,626,000 The intangible assets acquired include: ● DuraGraft patent, with estimated remaining economic life of 13 years ● “Distribution relationships” intangible asset related to DuraGraft products, with estimated remaining economic life of 10 years ● In-process research and development intangible asset – “Cyto Protectant Life Sciences” with indefinite economic life. Goodwill is attributed to the workforce and profitability of the acquired business and is not deductible for tax purposes. A residual method methodology was used to estimate the fair market value goodwill. A pre-tax discount rate based on weighted average cost of capital of 33.8 Pro forma revenue, net income, and earnings per share are not presented for this acquisition as they are not material. My Health Logic Inc. On November 1, 2021, Marizyme entered into a definitive arrangement agreement with HLII pursuant to which the Company will acquire all of the issued and outstanding common shares of My Health Logic Inc. (“My Health Logic” or “MHL”), a wholly owned subsidiary of HLII, in exchange for common shares of Marizyme (the “Marizyme Shares”). Marizyme is dedicated to the acceleration, development and commercialization of medical technologies that promote patient health, therefore a strategic decision was made during the year ended December 31, 2021 to acquire My Health Logic, which have provided Marizyme with access to MHL’s lab-on-chip technology platform and its patient-centric, digital point-of-care diagnostic device, MATLOC 1; and allowed for further growth and development of Marizyme’s portfolio of medical products. On December 22, 2021, Marizyme received the necessary regulatory, court and stock exchange approval to complete the acquisition of MHL resulting in a total of 4,600,000 230,000 11.35 40,528,191 In accordance with ASC 805-10 the substance of a transaction constitutes a business combination as the business of My Health Logic Inc. meets the definition of a business under the standard. Accordingly, the transaction was accounted for in accordance with the acquisition method of accounting, and the assets acquired, and the liabilities assumed have been recorded at their respective estimated fair values as of the acquisition date. The purchase price is based on management’s estimate of fair value of the common shares issued. The final allocation of the purchase price consideration to the assets acquired and liabilities assumed has been completed and finalized. Details of the carrying amount and the fair value of identifiable assets and liabilities acquired and purchase consideration paid are as follows: Schedule of Assets and Liabilities Acquired and Purchase Consideration Consideration given up Common shares $ 7,774,000 Total consideration given up $ 7,774,000 Fair value of identifiable assets acquired, and liabilities assumed Net working deficit $ (613,156 ) Property, plant, and equipment 12,500 Intangible assets 6,600,000 Goodwill 1,774,656 Total identifiable assets $ 7,774,000 As a result of the My Health Logic acquisition, the Company acquired its lab-on-chip technology platform, its patient-centric, digital point-of-care diagnostic device - MATLOC 1, as well as patents rights and trademarks relating to it. In addition, the Company acquired ownership rights to MATLOC patents issued in the European Union, Canada, and the United States. The intangible assets acquired include: ● Trade name, with estimated remaining economic life of 14 years ● Software, which enables customers to track and update their test results, with economic life of 15 ● Biotechnology intangible assets related to lab-on-chip technology, with estimated remaining economic life of 17 As part of the acquisition, Marizyme assumed an aggregate of $ 468,137 9 19,662 1,115 278,678 218,100 469,252 Goodwill is attributed to the workforce and profitability of the acquired business and is not deductible for tax purposes. A residual method methodology was used to estimate the fair market value goodwill. A pre-tax discount rate based on weighted average cost of capital of 37.5 Pro forma revenue, net income, and earnings per share are not presented for this acquisition as they are not material. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2022 | |
Leases | |
Leases | 3. Leases On December 11, 2020, the Company entered into a five-and-a-half-year lease agreement 10,300 10,800 2.5 12,000 Effective April 1, 2022, the Company amended its lease agreement for administrative office and laboratories to add additional 3,053 15,260 15,641 2.5 12,000 17,500 3.42 The assets and liabilities from the lease were recognized at the lease commencement date based on the present value of remaining lease payments over the lease term using the discount rate of 3.95 The total rent expense for the years ended December 31, 2022 and 2021 was $ 370,945 118,084 The following table summarizes supplemental balance sheet information related to the operating lease as of December 31, 2022 and 2021: Schedule of Right-of-Use Asset and Related Lease Liabilities December 31, 2022 December 31, 2021 Right-of-use asset $ 1,485,023 $ 1,158,776 Operating lease liabilities, current $ 423,495 $ 277,142 Operating lease liabilities, non-current 1,061,528 881,634 Total operating lease liabilities $ 1,485,023 $ 1,158,776 As of December 31, 2022, the maturities of the lease liabilities for years ended December 31 are as follows: Schedule of Maturities of Lease Liabilities 2023 $ 423,495 2024 434,082 2025 444,934 2026 266,034 Total lease payments $ 1,568,545 Less: Present value discount (83,522 ) Total $ 1,485,023 |
Intangible Assets and Goodwill
Intangible Assets and Goodwill | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets and Goodwill | 4. Intangible Assets and Goodwill Krillase As part of the asset acquisition of ACB Holding AB, Reg. No. 559119-5762, completed on September 12, 2018, Marizyme acquired all rights, titles, and interest in the Krillase technology, a group of intangible assets worth $ 28,600,000 At December 31, 2022, management determined that the carrying value of Krillase exceeded its recoverable amount. Impairment of $ 24,350,000 Nil DuraGraft As part of the Somahlution acquisition (see Note 2), Marizyme purchased $ 18,170,000 No My Health Logic As part of the My Health Logic acquisition (see Note 2), Marizyme purchased MHL’s lab-on-chip technology platform and its patient-centric, digital point-of-care diagnostic device, MATLOC, fair valued at an aggregate amount of $ 6,600,000 No Schedule of Intangible Assets Amortization Expense December 31, 2022 December 31, 2021 Gross Carrying Amount Accumulated Amortization Impairment Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Krillase intangible assets $ 28,600,000 $ - $ (24,350,000 ) $ 4,250,000 $ 28,600,000 $ - $ 28,600,000 Patents in process 122,745 - - 122,745 122,745 - 122,745 DuraGraft patent 5,256,000 (977,076 ) - 4,278,924 5,256,000 (572,768 ) 4,683,232 DuraGraft - Distributor relationship 308,000 (74,433 ) - 233,567 308,000 (43,633 ) 264,367 DuraGraft IPR&D - Cyto Protectant Life Sciences 12,606,000 - - 12,606,000 12,606,000 - 12,606,000 My Health Logic - Trade name 450,000 (32,947 ) - 417,053 450,000 (804 ) 449,196 My Health Logic - Biotechnology 4,600,000 (277,353 ) - 4,322,647 4,600,000 (6,765 ) 4,593,235 My Health Logic - Software 1,550,000 (105,916 ) - 1,444,084 1,550,000 (2,583 ) 1,547,417 Total intangibles $ 53,492,745 $ (1,467,725 ) $ (24,350,000 ) $ 27,675,020 $ 53,492,745 $ (626,553 ) $ 52,866,192 Schedule of Goodwill Goodwill DuraGraft My Health Logic Total Balance, December 31, 2021 $ 5,416,000 $ 1,774,656 $ 7,190,656 Additions on acquisitions - - - Impairment - - - Balance, December 31, 2022 $ 5,416,000 $ 1,774,656 $ 7,190,656 The following changes to the Company’s intangible assets had taken place in the periods indicated: Schedule of Intangible Assets Balance, December 31, 2020 $ 42,278,211 Acquired in Somahlution Transaction 4,022,271 Acquired in MHL Transaction 6,600,000 Additions 2,775 Amortization expense (37,065 ) Balance, December 31, 2021 52,866,192 Impairment (24,350,000 ) Amortization expense (841,172 ) Balance, December 31, 2022 $ 27,675,020 Future amortizations for DuraGraft and My Health Logic intangible assets for the next five years will be $ 841,172 6,490,413 |
Accounts Payable and Accrued Ex
Accounts Payable and Accrued Expenses | 12 Months Ended |
Dec. 31, 2022 | |
Payables and Accruals [Abstract] | |
Accounts Payable and Accrued Expenses | 5. Accounts Payable and Accrued Expenses Accounts payable and accrued expenses, summarized by major category, as of December 31, 2022 and 2021 consist of the following: Schedule of Accounts Payable And Accrued Liabilities December 31, 2022 December 31, 2021 Trade accounts payable $ 1,224,542 $ 1,465,860 Accrued expenses 697 8,215 Accrued compensation expenses 140,204 122,072 Total accounts payable and accrued expenses $ 1,365,443 $ 1,596,147 |
Notes Payable
Notes Payable | 12 Months Ended |
Dec. 31, 2022 | |
Notes Payable | |
Notes Payable | 6. Notes Payable On October 23, 2022, the Company issued a note payable to Hub International for $ 204,050 6.75 164,729 127,798 On December 28, 2022, the Company issued a promissory note for $ 750,000 20 1,500,000 Default in the payment of principal or interest or other material covenant under the note triggers a default penalty equal to 0.666% of $750,000 per month during the period of default, and other lender rights, including the demand of immediate payment of all amounts due including accrued but unpaid interest, and recovery of all costs, fees including attorney’s fees and disbursements, and expenses relating to collection and enforcement of the promissory note. As referenced in Note 2, as part of the Somahlution acquisition, Marizyme assumed an aggregate of $ 468,137 9 278,678 218,100 469,252 |
Convertible Promissory Notes an
Convertible Promissory Notes and Warrants | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Convertible Promissory Notes and Warrants | 7. Convertible Promissory Notes and Warrants May 2021 Unit Purchase Agreement On May 27, 2021, Marizyme entered into a Unit Purchase Agreement to sell up to 4,000,000 2.50 Each Unit is comprised of (i) a convertible promissory note convertible into common stock of the Company, (ii) a warrant to purchase one share of common stock of the Company (the “Class A Warrant”); and (iii) a second warrant to purchase common stock of the Company (the “Class B Warrant”). In May 2021, the Company issued and sold 29,978 2.50 74,945 74,945 29,978 29,978 6,745 In July 2021, the Company issued and sold 440,000 1,100,000 1,100,000 440,000 440,000 September 2021 Amended Unit Purchase Agreement On September 29, 2021, due to a lower common stock price, the Company, with the consent of all Unit holders, amended the May 2021 Unit Agreements. By rescinding their investment, the Unit holders agreed to amend the Unit Purchase Agreement resulted in the following significant changes to the offering: (i) Decreased the offering price under the Unit Purchase Agreement from $ 2.50 2.25 (ii) Decreased the conversion price from $ 2.50 2.25 (iii) Cancelled all Class A Warrants and Class B Warrants and replaced them with Class C Warrants. December 2021 Unit Purchase Agreement On December 21, 2021, the Company entered into a Unit Purchase Agreement (the “December UPA”) to sell up to 9,714,286 1.75 Each Unit is comprised of (i) a convertible promissory note convertible into common stock of the Company at an initial conversion price of $1.75 and, (ii) a warrant to purchase two shares of Common Stock at an initial purchase price of $2.25 per share (the new Class C Warrant). 3,438,572 1.75 6,000,000 December 2021 Exchange Agreements On December 21, 2021, in conjunction with a $ 6,000,000 (i) Decreased the offering price under the Unit Purchase Agreement from $ 2.25 1.75 (ii) Extended the maturity date of the notes to December 21, 2023 (iii) Decreased the conversion price from $ 2.25 1.75 (iv) Original Class C Warrants were exchanged for New Class C Warrants with an exercise price of $ 2.25 200 The Company determined that the terms of the New Securities were substantially different from the Original Securities, and, as such the exchange of the Original Securities for the New Securities was accounted for as an extinguishment of debt on December 21, 2021, and the New Securities accounted for as a new debt issuance. As a result of this substantial modification, the total of 621,087 832,022 663,522 During the year ended December 31, 2022, the Company issued additional 4,180,071 6,500,743 4,180,071 159,245 22,857 171,428 Additionally, on October 28, 2022, following a letter agreement entered into between the Company, Bradley Richmond, and Univest Securities, LLC (“Univest”), dated October 28, 2022, addressed and submitted to the Corporate Financing Department of the Financial Industry Regulatory Authority, Inc. (the “October 2022 Letter Agreement”), the Company extinguished convertible promissory notes held by Univest and Mr. Richmond, as well as Class C Warrants, attached to them. The parties agreed to forgo compensation previously received for no consideration in exchange. As the result of extinguishment of these obligations, the Company recorded $ 338,181 The Company determined that the optional and automatic conversion feature and the share redemption feature attached to the convertible notes meet the definition of derivative liabilities and that the detachable warrants issued do not meet the definition of a liability and therefore will be accounted for as an equity instrument. The fair value of the warrants of $ 4,341,042 4,299,649 2,438,379 2,485,346 During the year ended December 31, 2022, the Company recognized interest and accretion expense of $2,763,749 (2021 - $116,676) in the consolidated statements of operations. Schedule of Convertible Notes Balance, December 31, 2020 $ - Convertible notes issued - original securities 1,174,945 Issuance costs (105,745 ) Debt discount (964,153 ) Debt accretion 90,611 Extinguishment of debt in connection with December 2021 Exchange Agreements (195,658 ) Convertible notes issued - new securities 7,456,039 Issuance costs (671,044 ) Debt discount (6,784,995 ) Debt accretion 26,065 Balance, December 31, 2021 $ 26,065 Convertible notes issued - new securities 7,315,138 Issuance costs (535,717) Debt discount (6,479,421 ) Debt accretion 2,763,749 Debt extinguishment (338,181 ) Balance, December 31, 2022 $ 2,751,633 Schedule of Convertible Notes Net of Debt Discount December 31, 2022 December 31, 2021 Convertible notes - total principal $ 14,432,996 $ 7,482,104 Unamortized issuance costs and discount (11,681,363 ) (7,456,039 ) Convertible Notes, Net of Debt Discount $ 2,751,633 $ 26,065 Convertible Notes Terms The Convertible Notes mature in 24 months from the initial closing date and accrue 10% of simple interest per annum on the outstanding principal amount. The Convertible Notes principal and accrued interest can be converted at any time at the option of the holder at a conversion price of $1.75 per share (previously $2.25 per the September 2021 Amendment and originally $2.50 per the May Unit Purchase Agreement). 10,000,000 75 1.75 In the event that the Company consummates, while the Convertible Note is outstanding, an equity financing with a gross aggregate amount of securities sold less than $ 10,000,000 The Convertible Notes are secured by a first priority security interest in all assets of the Company. New Class C Warrants Terms ● Exercise price is the lower of (i) $ 2.25 75 2.25 ● Exercisable for a period of 5 ● Warrant Coverage: 200 |
Stockholders_ Equity
Stockholders’ Equity | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Stockholders’ Equity | 8. Stockholders’ Equity a) Preferred stock The Company is authorized to issue a total number of 25,000,000 0.001 no b) Common stock The Company is authorized to issue a total number of 75,000,000 0.001 As of December 31, 2022 and 2021 there were 40,528,191 shares of common stock issued and outstanding. During the year ended December 31, 2022, the Company had the following share issuances and cancellations: ● On March 1, 2022, the Company issued 300,000 ● On October 29, 2022, the Company repurchased and cancelled 300,000 During the year ended December 31, 2021, the Company had the following share issuances: ● On December 22, 2021, the Company issued 4,600,000 c) Options On May 18, 2021, the Company’s Board of Directors approved the Marizyme, Inc. Amended and Restated 2021 Stock Incentive Plan (“SIP”). The SIP incorporates stock options issued prior to May 18, 2021. The SIP authorized 5,300,000 1,900,000 7,200,000 2,924,057 During the year ended December 31, 2022, the Company granted 400,000 1,532,500 Schedule of Share Based Stock Option Valuation Assumptions 2022 2021 Risk-free interest rate 2.98 % 1.09 % Volatility 117.58 % 252.08 % Exercise price $ 2.20 $ 1.51 Dividend yield 0 % 0 % Forfeiture rate 0 % 0 % Expected life (years) 9.95 6.38 The Company recognizes forfeitures as they occur. The summary of option activity for the years ended December 31, 2022 and 2021 was as follows: Schedule of Stock Option Activity Number of Options Weighted Average Exercise Price Weighted Average Contractual Life Total Intrinsic Value Outstanding at December 31, 2020 3,800,943 $ 1.36 8.82 Granted 1,532,500 1.51 Forfeited (1,682,500 ) 1.36 Outstanding at December 31, 2021 3,650,943 $ 1.24 8.34 Granted 400,000 2.20 Expired (62,502 ) 1.25 Forfeited (62,498 ) 1.25 Outstanding at December 31, 2022 3,925,943 $ 1.33 6.06 $ - Exercisable at December 31, 2022 3,193,720 $ 1.20 5.36 $ - As of December 31, 2022, the Company had the following options issued and outstanding: Schedule of Options Outstanding and Exercisable Exercise Price Number of Options Outstanding Number of Options Exercisable Weighted Average Remaining Contractual Years Intrinsic Value $ 1.01 1,985,943 1,985,943 3.49 $ - 1.25 540,000 527,777 8.16 - 1.37 200,000 200,000 7.63 - 1.75 800,000 360,000 8.91 - 2.20 400,000 120,000 9.44 - $ 1.33 3,925,943 3,193,720 6.06 $ - d) Restricted Share Units During the year ended December 31, 2021, the Company granted restricted share awards for an aggregate of 350,000 ● The Company will raise financing for the gross proceeds that equal or exceed $ 5,000,000 ● The Company will complete valuation reports for acquisition of Somahlution and My Health Logic. Therefore, compensation cost of $ 295,750 Nil e) Warrants Schedule of Warrants Outstanding Number Weighted Average Price December 31, 2020 3,393,651 $ 4.63 Issued pursuant to Unit Purchase Agreement 8,521,183 2.25 Issued 230,000 1.39 December 31, 2021 12,144,834 $ 2.90 Issued pursuant to Unit Purchase Agreement 8,360,147 2.25 Issued 878,398 1.16 Exercised (300,000 ) 0.01 Expired (113,637 ) 3.00 Cancelled pursuant to FINRA (578,398 ) 1.75 Cancelled as part of debt extinguishment (342,857 ) 2.25 December 31, 2022 20,048,487 $ 2.64 During the year ended December 31, 2022, the Company issued the following: Unit Purchase Agreements Warrants During the year ended December 31, 2022, pursuant to the applicable Unit Purchase Agreement, the Company issued an aggregate of 8,360,159 2.25 five years 342,857 Other Warrants On January 26 and February 14, 2022, in exchange for services of Mr. Richmond, the Company granted him 300,000 300,000 0.01 5 568,677 300,000 On June 26, 2022, the Company issued an additional 347,039 231,359 578,398 1.75 5 1,281,854 769,113 512,741 578,398 During the year ended December 31, 2021, the Company issued the following: Unit Purchase Agreements Warrants Pursuant to the May Unit Purchase Agreement (see Note 7) the Company issued (i) Class A Warrants for the purchase an aggregate of 469,978 3.13 five years 469,978 5.00 On September 29, 2021, pursuant to the September 2021 Amended Unit Purchase Agreement, all Class A and Class B warrants were replaced with an aggregate of 1,045,549 2.25 On December 2, 2021, the Company issued additional 197,777 On December 21, 2021, pursuant to the December 2021 Exchange Agreements (Note 7) all previously issued Original Class C Warrants were replaced with an aggregate of 1,664,044 2.25 On December 21, 2021, pursuant to the December 2021 Unit Purchase Agreement the Company issued additional 6,857,143 2.25 five years The detachable warrants issued were accounted for as an equity instrument and were ascribed an aggregate fair market value of $ 4,447,982 Other Warrants During the year ended December 2021, the Company issued warrants for the purchase of an aggregate of 230,000 1.39 4.74 368,287 f) Stock-based compensation During the year ended December 31, 2022, the Company recorded $ 1,905,948 898,444 |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 9. Related Party Transactions As of December 31, 2022, the Company owed an aggregate of $ Nil 1,132,634 During the year ended December 31, 2022, the Company incurred and settled $ 172,800 76,390 Additionally, as part of the Somahlution transaction in 2020 (Note 2), the Company recorded a prepaid royalty to the stockholders of Somahlution. The primary beneficial owner is Dr. Vithal Dhaduk, a director and significant stockholder of the Company. As at December 31, 2022, the Company had $ 339,091 339,091 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 10. Commitments and Contingencies Legal Matters Under a Confidential Settlement Agreement, dated November 18, 2022, the Company and Nicholas DeVito agreed that Mr. DeVito would dismiss a Complaint that Mr. DeVito filed on June 7, 2022 in the Circuit Court of the Fifteenth Judicial Circuit in and for Palm Beach County, Florida, Case No. 50-2022-CA-005437. The parties also agreed that following an anticipated reverse split, the Company was required to issue Mr. DeVito 16,000 60,000 16,000 On August 19, 2021, Dr. Neil Campbell, former President, Chief Executive Officer and director of the Company, and Bruce Harmon, former Chief Financial Officer and Secretary of the Company, each filed a Complaint and Demand for Jury Trial against the Company and Insperity Peo Services, L.P., a Delaware limited partnership (“Insperity”), a joint employer of Dr. Campbell and Mr. Harmon with the Company under a Client Service Agreement, dated November 30, 2020 (collectively, the “Campbell/Harmon Complaints”). Both Campbell/Harmon Complaints allege that the Company and Insperity violated Section 448.105 of the Florida Private Whistleblower Act as a result of the constructive terminations of Dr. Campbell and Mr. Harmon after the occurrence of violations federal and state law, including federal securities law, at the Company that exposed Dr. Campbell and Mr. Harmon to civil and criminal forms of liability and that the Company was not addressing to their satisfaction. Both Campbell/Harmon Complaints demand approximately $ 30,000 50,000 Contingencies a. On July 13, 2019, the Company signed a consulting agreement, whereby the individual will receive: ● $ 30,000 ● Option to purchase 250,000 1.50 ● Royalties based on sales of Krillase assets, equal to 10 b. As part of the DuraGraft Acquisition, completed on July 31, 2020 (see Note 2), the Company entered into the Agreement with Somahlution stockholders, whereby Marizyme is legally obligated to pay royalties on all net sales for Somahlution, Inc. The royalties associated with the Agreement are calculated as follows: Royalties on U.S. sales equal to: ● 5 ● 4 ● 2 Royalties on sales outside of the U.S.: ● 6 ● 4 ● 2 The royalties are in perpetuity. As at December 31, 2022, the Company had not earned any revenues from Krillase and did not have any sales of the DuraGraft products in U.S., therefore no royalties have been accrued or paid in the year. Upon receiving FDA approval for the DuraGraft product, the Company will: ● Issue performance warrants with a strike price determined based on the average of the closing prices of the Company’s common stock for the 30 calendar days following the date of the public announcement of the FDA approval; and ● Upon liquidation of all or substantially all of the assets relating to DuraGraft, the Company will pay 15 20 c. The Company has entered into arrangements for office and laboratories spaces. As at December 31, 2022, minimum lease payments in relation to lease commitments are payable as described in Note 3. Risks and Uncertainties Starting in late 2019, a novel strain of the coronavirus, or COVID-19, began to rapidly spread around the world and every state in the United States. At this time, there continues to be significant volatility and uncertainty relating to the full extent to which the COVID-19 pandemic and the various responses to it will impact the Company’s business, operations and financial results. Most states and cities have at various times instituted quarantines, restrictions on travel, “stay at home” rules, social distancing measures and restrictions on the types of businesses that could continue to operate, as well as guidance in response to the pandemic and the need to contain it. As a result, the COVID-19 pandemic may affect the operations of the FDA and other health authorities, including such authorities in Europe, which could result in delays of reviews and approvals. While there have been no specific notices of delay from federal or foreign government authorities, potential interruptions, delays, or changes to the operations of the FDA, or of any foreign authority with which the Company might interact, might impact the approval of any applications the Company plans and will need to file in the future. In addition, the Company is dependent upon certain contract manufacturers and suppliers and their ability to reliably and efficiently fulfill its orders is critical to the Company’s business success. The COVID-19 pandemic has impacted and may continue to impact certain of the Company’s manufacturers and suppliers. As a result, the Company has faced and may continue to face delays or difficulty sourcing certain products, which could negatively affect the Company’s business and financial results. The spread of COVID-19 has also adversely impacted global economic activity and has contributed to significant volatility and negative pressure in financial markets. The pandemic has resulted, and may continue to result, in a significant disruption of global financial markets, which may reduce the Company’s ability to access capital in the future, which could negatively affect the Company’s liquidity. If the COVID-19 pandemic does not continue to slow and the spread of COVID-19 is not contained, the Company’s business operations, including those of contract manufacturers, could be further delayed or interrupted. The duration of any business disruption cannot be reasonably estimated at this time but may materially affect the Company’s ability to operate the Company’s business and result in additional costs. It is not possible to reliably measure or quantify the impact COVID-19 has had on the financial results of the Company. If the COVID-19 pandemic continues for an extended period, it may materially adversely impact business operations and, consequently, future financial results. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 11. Income Taxes As of December 31, 2022, and 2021, the Company has federal net operating loss carry forwards of $ 41,733,000 34,971,000 18,117,000 11,354,000 The Company’s tax expense differs from the “expected” tax expense for Federal income tax purposes (computed by applying the United States Federal tax rate of 21% Schedule of Income Tax Expense December 31, 2022 December 31, 2021 Tax expense (benefit) at the statutory rate $ (8,014,646 ) $ (2,309,565 ) State taxes (1,658,268 ) - Non-deductible items 702,460 620,855 Deferred true-ups 40,912 (199,782 ) Other (121,202 ) - Change in valuation allowance 9,050,744 1,888,492 Total $ - $ - The tax effects of the temporary differences between reportable financial statement income and taxable income are recognized as deferred tax assets and liabilities. The tax years 2022 and 2021 remain open to examination by federal agencies and other jurisdictions in which it operates. The following is a reconciliation of the U.S. federal statutory rate to the effective income tax rates for the years ended December 31, 2022 and 2021: Schedule of Effective Income Tax rates December 31, 2022 December 31, 2021 U.S. statutory federal rate 21.0 % 21.0 % State taxes 4.3 % 0.0 % Non-deductible / non-taxable items -1.8 % -5.6 % Deferred true-up -0.1 % 1.8 % Other 0.3 % 0.0 % Valuation allowance -23.7 % -17.2 % Total provision 0.0 % 0.0 % The tax effect of significant components of the Company’s deferred tax assets and liabilities at December 31, 2022 and 2021, are as follows: Schedule of Deferred Tax Assets and Liabilities December 31, 2022 December 31, 2021 Deferred tax assets: Net operating loss carry forward $ 9,551,121 $ 8,758,337 Lease liability 376,379 277,142 Intangible assets 3,618,128 (3,665,013 ) Capitalized research and development costs 974,819 - Deferred tax assets 14,520,448 7,315,601 Deferred tax liabilities: Fixed assets (376,379 ) (277,142 ) Deferred tax liabilities (376,379 ) (277,142 ) Total gross deferred tax assets 14,144,068 5,093,324 Less: Deferred tax asset valuation allowance (14,144,068 ) (5,093,324 ) Total net deferred taxes $ - $ - In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. Because of the historical earnings history of the Company, the net deferred tax assets for 2022 and 2021 were fully offset by a 100% valuation allowance. The valuation allowance for the remaining net deferred tax assets was $ 14,144,068 5,093,324 Effective for tax years beginning after December 31, 2021, taxpayers are required to capitalize any expenses incurred that are considered incidental to research and experimentation (R&E) activities under IRC Section 174. While taxpayers historically had the option of deducting these expenses under IRC Section 174, the December 2017 Tax Cuts and Jobs Act mandates capitalization and amortization of R&E expenses for tax years beginning after December 31, 2021. Expenses incurred in connection with R&E activities in the US must be amortized over a 5 15 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | 12. Subsequent Events Pursuant to Unit Purchase Agreement (see Note 7), on January 12, 2023, the Company and Univest has signed a Letter for the investors in the Units Private Placement, dated January 12, 2023 (the “Letter Agreement”), where the parties agreed that simultaneously with any adjustment to the exercise price under the Class C Warrants as a result of any equity issuances, not including qualified financings and certain other exempt issuances, the number of shares of Common Stock that may be purchased under the Class C Warrants will be increased such that the aggregate exercise price of such shares will be the same as the same as the aggregate exercise price in effect immediately prior to the adjustment, without regard to any limitations on exercise contained in the Class C Warrants, including the beneficial ownership limitation described above. The Letter Agreement was approved by the Board on January 18, 2022. On February 6, 2023, the Company entered into a securities purchase agreement with Walleye Opportunities Master Fund Ltd (“Investor”) pursuant to which the Company issued to the Investor an Unsecured Subordinated Convertible Promissory Note (the “Note”) in the aggregate principal amount of $ 1,000,000 The principal amount of the Note must be repaid in full by the Company to the holder of the Note on or before the date that is 90 days following the issuance of the Note, or May 7, 2023 (the “Maturity Date”). If all obligations arising under the Note are not paid or otherwise satisfied in full on the Maturity Date, then the principal amount of the Note shall be increased from $ 1,000,000 1,250,000 If an event constituting an event of default under the Note occurs, including non-payment, defaults of covenants, an adverse judgment for payment of $500,000 or more, defaults on certain other indebtedness, bankruptcy-type events, or failure to maintain directors and officers insurance coverage of at least $1,000,000, and such event of default is not cured with the period specified, the obligations of the Company under the Note will become subject to immediate repayment obligations. |
Organization, Basis of Presen_2
Organization, Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Organization | Organization Maryzime, Inc. (the “Company” or “Marizyme”) is a Nevada corporation originally incorporated on March 20, 2007, under the name SWAV Enterprises, Ltd. On September 6, 2010, the Company name was changed to GBS Enterprises Inc. and from 2010 to September 2018 the Company was in the software products and advisory services business for email and instant messaging applications. The Company divested that business between December 2016 and September 2018 and focused on the acquisition of life science technologies. On March 21, 2018, the Company’s name was changed to Marizyme, Inc., to reflect the new life sciences focus. Marizyme’s common stock is currently quoted on the OTCQB tier of OTC Markets Group, Inc. under the symbol “MRZM”. |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation The Company’s consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The accompanying consolidated financial statements include the consolidated accounts of the Company and its wholly owned subsidiaries, Somahlution, Inc. (“Somahlution”), Somaceutica, Inc. (“Somaceutica”), Marizyme Sciences, Inc. (“Marizyme Sciences”), and My Health Logic, Inc. (“My Health Logic”). All intercompany transactions have been eliminated on consolidation. |
Going Concern | Going Concern The Company’s consolidated financial statements are prepared using GAAP as applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. However, the Company does not have an established source of revenues sufficient to cover its operating costs and to allow it to continue as a going concern. The Company, since its inception, has incurred recurring operating losses and negative cash flows from operations and has an accumulated deficit of $ 85,989,433 966,464 510,865 Under the going concern assumption, an entity is ordinarily viewed as continuing its business for the foreseeable future with neither the intention or necessity of liquidation, ceasing trading, or seeking protection from creditors pursuant to the laws and regulations. Accordingly, assets and liabilities are recorded on the basis that the entity will be able to realize its assets and discharge its liabilities in the normal course of business. The ability of the Company to continue as a going concern is dependent upon its ability to continue to successfully develop its intangible assets, receive an approval from the U.S. Food and Drug Administration (“FDA”) to extend the selling of the products into the U.S. market which may result in the Company attaining profitable operations. During the next twelve months from the date the consolidated financial statements were issued, the Company’s foreseeable cash requirements will relate to continuous operations of its business, maintaining its good standing and making the required filing with the SEC, and the payment of expenses associated with its product development. The Company may experience a cash shortfall and be required to raise additional capital. Management intends to raise additional funds by way of a private or public offering. On February 14, 2021, Marizyme completed a preliminary prospectus with intention to raise up to $ 17,250,000 9,600,000 The consolidated financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. |
Use of Estimates | Use of Estimates The preparation of the consolidated financial statements in accordance with GAAP requires management to make use of certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reported periods. The Company bases its estimates on historical experience and on various other assumptions that management believes are reasonable under the circumstances, the results of which form the basis for making judgments about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results could differ from those estimates. Significant estimates are related to the allocation of the purchase price in a business combination to the underlying assets and liabilities, recoverability of long-term assets including intangible assets and goodwill, amortization expense, valuation of warrants, stock-based compensation, derivative liabilities, contingent liabilities, and deferred tax valuations. |
Fair Value Measurements | Fair Value Measurements The Company uses the fair value hierarchy to measure the value of its financial instruments. The fair value hierarchy is based on inputs to valuation techniques that are used to measure fair value that are either observable or unobservable. Observable inputs reflect assumptions market participants would use in pricing an asset or liability based on market data obtained from independent sources, while unobservable inputs reflect a reporting entity’s pricing based upon its own market assumptions. The basis for fair value measurements for each level within the hierarchy is described below: ● Level 1 – Quoted prices for identical assets or liabilities in active markets. ● Level 2 – Quoted prices for identical or similar assets and liabilities in markets that are not active; or other model-derived valuations whose inputs are directly or indirectly observable or whose significant value drivers are observable. ● Level 3 – Valuations derived from valuation techniques in which one or more significant inputs to the valuation model are unobservable and for which assumptions are used based on management estimates. The Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible as well as considers counterparty credit risk in its assessment of fair value. The carrying amounts of certain cash, accounts receivable, other receivables, accounts payable and accrued expenses, notes payable, and amounts due to related parties approximate fair value due to the short-term nature of these instruments. The fair value of lease obligations is determined using discounted cash flows based on the expected amounts and timing of the cash flows discounted using a market rate of interest adjusted for appropriate credit risk. The contingent liabilities assumed on the acquisition of Somahlution consist of present values of royalty payments, performance warrants and pediatric voucher warrants, future rare pediatric voucher sales, and liquidation preference. Management measured these contingencies in accordance with Level 3 of the fair value hierarchy. i. The performance warrants and pediatric vouchers warrants liabilities were valued using a Monte Carlo simulation model utilizing the following weighted average assumptions: risk free rate of 1.19 69.62 0 6.21 2,925,000 1,427,000 4,352,000 ii. The present value of royalty payments was measured using the scenario-based methodology. In assessing the value attributed to the royalty payments, the estimated future cash flows were discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the revenue from net sales of the product. The cash flows derived from the Company’s fifteen-year strategic plan are based on managements’ expectations of market growth, industry reports and trends, and past performances. These projections are inherently uncertain due to the evolving impact of the COVID-19 pandemic. The discounted cash flow model included projections surrounding revenue, discount rates, and growth rates. The discount rates used to calculate the present value of royalty payments reflect specific risks of the Company and market conditions and the mid-range was estimated at 20.6 1,414,000 5,402,000 3,988,000 iii. Rare pediatric voucher sales liability was valued based on the scenario-based methodology where the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset – 20.6 95,000 1,055,000 1,150,000 iv. The present value of liquidation preference liability, included in the contingent consideration, was determined using the Black-Scholes option pricing method and represents the fair value of the maximum payment amount according to the Agreement. The following assumptions were used in the Black-Scholes option pricing model: risk free rate of 0.21 78.93 0 5 years No 1,823,000 The derivative liabilities consisted of optional and automatic conversion features and the share redemption feature attached to the convertible notes, issued pursuant to the Unit Purchase Agreement (see Note 7). The Company has no financial assets measured at fair value on a recurring basis. None of the Company’s non-financial assets or liabilities are recorded at fair value on a non-recurring basis. No transfers between levels have occurred during the periods presented. Marizyme measures the following financial instruments at fair value on a recurring basis. At December 31, 2022 and 2021, the fair values of these financial instruments were as follows: Schedule of Fair Values of Financial Instruments December 31, 2022 Level 1 Level 2 Level 3 Fair Value Hierarchy December 31, 2022 Level 1 Level 2 Level 3 Liabilities Derivative liabilities $ - $ - $ 4,823,725 Contingent liabilities - - 9,707,000 Total $ - $ - $ 14,530,725 December 31, 2021 Level 1 Level 2 Level 3 Fair Value Hierarchy December 31, 2021 Level 1 Level 2 Level 3 Liabilities Derivative liabilities $ - $ - $ 2,485,346 Contingent liabilities - - 11,313,000 Total $ - $ - $ 13,798,346 The following table provides a roll forward of all liabilities measured at fair value using Level 3 significant unobservable inputs: Schedule of Liabilities Fair Value Measured Derivative and Contingent Liabilities Balance at December 31, 2021 $ 13,798,346 Change in fair value of contingent liabilities (1,606,000 ) Derivative liabilities issued pursuant to Unit Purchase Agreement 2,338,379 Balance at December 31, 2022 $ 14,530,725 |
Cash | Cash Cash includes cash in readily available checking accounts. |
Concentrations of Credit Risk | Concentrations of Credit Risk The Company has significant cash balances at financial institutions which throughout the year regularly exceed the federally insured limit of $ 250,000 |
Inventory | Inventory Inventory consisted of primarily finished goods and is valued at the lower of cost and net realizable value. Cost is determined using the first-in, first out method. The Company decreases the value of inventory for estimated obsolescence equal to the difference between the cost of inventory and the estimated market value, based upon an aging analysis of the inventory on hand, specifically known inventory-related risks, and assumptions about future demand and market conditions. The Company has determined that no inventory reserve was necessary as of December 31, 2022 and 2021. |
Accounts Receivable | Accounts Receivable Trade receivables are amounts due from customers for goods sold in the ordinary course of business. Accounts receivable are non-interest bearing and are due for settlement in full within 30 days. Trade receivables are shown net of allowance for bad or doubtful debts. |
Allowance for Doubtful Accounts | Allowance for Doubtful Accounts The Company establishes an allowance for doubtful accounts to ensure trade and other receivables are not overstated due to non-collectability. The Company’s allowance is based on a variety of factors, including age of the receivable, significant one-time events, historical experience, and other risk considerations. The Company did not have an allowance at December 31, 2022 or 2021. The Company did not record any bad debt expense in each of the years ended December 31, 2022 and 2021. |
Property, Plant, and Equipment, Net | Property, Plant, and Equipment, Net Property, plant and equipment are recorded at cost, less accumulated depreciation. Depreciation expense is recognized using the straight-line method over the useful life of the asset. Machinery, computer equipment and related software are depreciated over five to seven years. Furniture and fixtures are depreciated over four seven years |
Intangible Assets and Goodwill | Intangible Assets and Goodwill Intangible assets are recorded at cost less accumulated amortization and accumulated impairment losses. Intangible assets acquired as a result of an acquisition or in a business combination are measured at fair value at the acquisition date. The useful lives of intangible assets are assessed as either finite or indefinite. Intangible assets with finite lives are amortized over the estimated useful economic life and assessed for impairment whenever there is an indication that the intangible asset may be impaired. The estimated useful life and amortization method are reviewed at the end of each reporting period, with the effect of any changes in estimates being accounted for on a prospective basis. Goodwill represents the excess of the purchase price paid for the acquisition of subsidiaries over the fair value of the net assets acquired. Following the initial recognition, goodwill is measured at cost less any accumulated impairment losses. |
In-Process Research and Development | In-Process Research and Development The Company evaluates whether acquired intangible assets are a business under applicable accounting standards. Additionally, the Company evaluates whether the acquired assets have a future alternative use. Intangible assets that do not have future alternative use are considered acquired in-process research and development (“IPR&D”). When the acquired in-process research and development assets are not part of a business combination, the value of the consideration paid is expensed on the acquisition date. Future costs to develop these assets are recorded to research and development expense as they are incurred. |
Impairment | Impairment ● Impairment of long-lived assets: ● Goodwill ● In-process research and development assets: |
Leases | Leases At the inception of a contractual arrangement, the Company determines whether the contract contains a lease by assessing whether there is an identified asset and whether the contract conveys the right to control the use of the identified asset in exchange for consideration over a period of time. If both criteria are met, the Company records the associated lease liability and corresponding right-of-use asset upon commencement of the lease using the implicit rate or a discount rate based on a credit-adjusted secured borrowing rate commensurate with the term of the lease. The Company additionally evaluates leases at their inception to determine if they are to be accounted for as an operating lease or a finance lease. A lease is accounted for as a finance lease if it meets one of the following five criteria: the lease has a purchase option that is reasonably certain of being exercised, the present value of the future cash flows is substantially all of the fair market value of the underlying asset, the lease term is for a significant portion of the remaining economic life of the underlying asset, the title to the underlying asset transfers at the end of the lease term, or if the underlying asset is of such a specialized nature that it is expected to have no alternative uses to the lessor at the end of the term. Leases that do not meet the finance lease criteria are accounted for as an operating lease. Operating lease assets represent a right to use an underlying asset for the lease term and operating lease liabilities represent an obligation to make lease payments arising from the lease. Operating lease liabilities with a term greater than one year and their corresponding right-of-use assets are recognized on the balance sheet at the commencement date of the lease based on the present value of lease payments over the expected lease term. Certain adjustments to the right-of-use asset may be required for items such as initial direct costs paid or incentives received. As the Company’s leases do not typically provide an implicit rate, the Company utilizes the appropriate incremental borrowing rate, determined as the rate of interest that the Company would have to pay to borrow on a collateralized basis over a similar term and in a similar economic environment. Lease cost is recognized on a straight-line basis over the lease term and variable lease payments are recognized as operating expenses in the period in which the obligation for those payments is incurred. Variable lease payments primarily include common area maintenance, utilities, real estate taxes, insurance, and other operating costs that are passed on from the lessor in proportion to the space leased by the Company. The Company has elected the practical expedient to not separate between lease and non-lease components. |
Revenue Recognition | Revenue Recognition Pursuant to Topic 606, the Company recognizes revenue to depict the transfer of promised goods or services to a customer in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve this core principle, Topic 606 outlines a five-step process for recognizing revenue from customer contracts that includes i) identification of the contract with a customer, ii) identification of the performance obligations in the contract, iii) determining the transaction price, iv) allocating the transaction price to the separate performance obligations in the contract, and v) recognizing revenue associated with performance obligations as they are satisfied. At contract inception, the Company assesses the goods or services promised within each contract and assess whether each promised good or service is distinct and determine those that are performance obligations. The Company then recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when the performance obligation is satisfied. The Company has identified one performance obligation which is related to DuraGraft product sales. For the Company’s distribution partner channel, the Company recognizes revenue for product sales at the time of delivery of the product to its distribution partner (customer). As products have an expiration date, if a product expires, the Company will replace the product at no charge. There were no significant judgements made in applying this topic. |
Direct Cost of Revenue | Direct Cost of Revenue Cost of sales includes the actual cost of merchandise sold, and the cost of transportation of merchandise from the Company’s third-party vendor to its distributer. |
Research and Development Expenses and Accruals | Research and Development Expenses and Accruals All research and development costs are expensed in the period incurred and consist primarily of salaries, payroll taxes, and employee benefits, those individuals involved in research and development efforts, external research and development costs incurred under agreements with contract research organizations and consultants to conduct and support the Company’s ongoing clinical trials of DuraGraft, and costs related to manufacturing DuraGraft for clinical trials. The Company has entered into various research and development contracts with various organizations and other companies. Payments of these activities are based on the terms of the individual agreements which matches to the pattern of costs incurred. Payments made in advances are reflected in the accompanying balance sheets as prepaid expenses. The Company records accruals for estimated costs incurred for ongoing research and development activities. When evaluating the adequacy of the accrued liabilities, the Company analyzes progress of the services, including the phase or completion of events, invoices received and contracted costs. Significant judgments and estimates may be made in determining the prepaid or accrued balances at the end of any reporting period. Actual results could differ from the Company’s estimates. |
Stock-Based Compensation | Stock-Based Compensation Share-based compensation expense for employees and directors is recognized in the Consolidated Statement of Operations based on estimated amounts, including the grant date fair value and the expected service period. For stock options, the Company estimates the grant date fair value using a Black-Scholes valuation model, which requires the use of multiple subjective inputs including estimated future volatility, expected forfeitures and the expected term of the awards. The Company estimates the expected future volatility based on the stock’s historical price volatility. The stock’s future volatility may differ from the estimated volatility at the grant date. For restricted stock unit (“RSU”) equity awards, the Company estimates the grant date fair value using its closing stock price on the date of grant. The Company recognizes the effect of forfeitures in compensation expense when the forfeitures occur. The estimated forfeiture rates may differ from actual forfeiture rates which would affect the amount of expense recognized during the period. The Company recognizes the value of the awards over the awards’ requisite service or performance periods. The requisite service period is generally the time over which the Company’s share-based awards vest. |
Income Taxes | Income Taxes The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, deferred tax assets and liabilities are determined on the basis of the differences between the consolidated financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in the consolidated statements of operations in the period that includes the enactment date. The Company recognizes net deferred tax assets to the extent that the Company believes these assets are more likely than not to be realized. In making such a determination, management considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. If management determines that the Company would be able to realize its deferred tax assets in the future in excess of their net recorded amount, management would make an adjustment to the deferred tax asset valuation allowance, which would reduce the provision for income taxes. The Company records uncertain tax positions on the basis of a two-step process whereby (i) management determines whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position and (ii) for those tax positions that meet the more-likely-than-not recognition threshold, management recognizes the largest amount of tax benefit that is more than 50 percent likely to be realized upon ultimate settlement with the related tax authority. The Company recognizes interest and penalties related to unrecognized tax benefits within income tax expense. Any accrued interest and penalties are included within the related tax liability. There was no interest or penalties as of December 31, 2022 and 2021. |
Segment Reporting | Segment Reporting Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision maker in making decisions on how to allocate resources and assess performance. The Company views its operations and manages its business as one |
Net Loss Per Share | Net Loss Per Share Basic net loss per share is computed by dividing the net loss by the weighted-average number of common shares outstanding for the period, without consideration for potentially dilutive securities. Diluted net loss per share is computed by dividing the net loss by the weighted-average number of common shares and dilutive common stock equivalents outstanding for the period determined using the treasury stock and if-converted methods. Dilutive common stock equivalents are comprised of unvested common stock, options and warrants. For all periods presented, there is no difference in the number of shares used to calculate basic and diluted shares outstanding as inclusion of the potentially dilutive securities (warrants, stock options, and common shares subject to repurchase) would be antidilutive. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements The Company assesses the adoption impacts of recently issued accounting standards by the Financial Accounting Standards Board or other standard setting bodies on the Company’s consolidated financial statements as well as material updates to previous assessments. There were no new material accounting standards issued or adopted in year of 2022 that impacted the Company. |
Organization, Basis of Presen_3
Organization, Basis of Presentation and Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Schedule of Fair Values of Financial Instruments | Marizyme measures the following financial instruments at fair value on a recurring basis. At December 31, 2022 and 2021, the fair values of these financial instruments were as follows: Schedule of Fair Values of Financial Instruments December 31, 2022 Level 1 Level 2 Level 3 Fair Value Hierarchy December 31, 2022 Level 1 Level 2 Level 3 Liabilities Derivative liabilities $ - $ - $ 4,823,725 Contingent liabilities - - 9,707,000 Total $ - $ - $ 14,530,725 December 31, 2021 Level 1 Level 2 Level 3 Fair Value Hierarchy December 31, 2021 Level 1 Level 2 Level 3 Liabilities Derivative liabilities $ - $ - $ 2,485,346 Contingent liabilities - - 11,313,000 Total $ - $ - $ 13,798,346 |
Schedule of Liabilities Fair Value Measured | The following table provides a roll forward of all liabilities measured at fair value using Level 3 significant unobservable inputs: Schedule of Liabilities Fair Value Measured Derivative and Contingent Liabilities Balance at December 31, 2021 $ 13,798,346 Change in fair value of contingent liabilities (1,606,000 ) Derivative liabilities issued pursuant to Unit Purchase Agreement 2,338,379 Balance at December 31, 2022 $ 14,530,725 |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Preliminary Allocation of Consideration | Details of the carrying amount and the fair value of identifiable assets and liabilities acquired and purchase consideration paid are as follows: Schedule of Preliminary Allocation of Consideration Consideration Common shares $ 12,500,000 Warrants 1,200,000 Contingent consideration 9,926,000 Total consideration $ 23,626,000 Fair value of identifiable assets acquired, and liabilities assumed Net working capital $ 30,908 Property, plant, and equipment 9,092 Intangible assets 18,170,000 Goodwill 5,416,000 Total identifiable assets $ 23,626,000 |
Schedule of Assets and Liabilities Acquired and Purchase Consideration | Details of the carrying amount and the fair value of identifiable assets and liabilities acquired and purchase consideration paid are as follows: Schedule of Assets and Liabilities Acquired and Purchase Consideration Consideration given up Common shares $ 7,774,000 Total consideration given up $ 7,774,000 Fair value of identifiable assets acquired, and liabilities assumed Net working deficit $ (613,156 ) Property, plant, and equipment 12,500 Intangible assets 6,600,000 Goodwill 1,774,656 Total identifiable assets $ 7,774,000 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Leases | |
Schedule of Right-of-Use Asset and Related Lease Liabilities | The following table summarizes supplemental balance sheet information related to the operating lease as of December 31, 2022 and 2021: Schedule of Right-of-Use Asset and Related Lease Liabilities December 31, 2022 December 31, 2021 Right-of-use asset $ 1,485,023 $ 1,158,776 Operating lease liabilities, current $ 423,495 $ 277,142 Operating lease liabilities, non-current 1,061,528 881,634 Total operating lease liabilities $ 1,485,023 $ 1,158,776 |
Schedule of Maturities of Lease Liabilities | As of December 31, 2022, the maturities of the lease liabilities for years ended December 31 are as follows: Schedule of Maturities of Lease Liabilities 2023 $ 423,495 2024 434,082 2025 444,934 2026 266,034 Total lease payments $ 1,568,545 Less: Present value discount (83,522 ) Total $ 1,485,023 |
Intangible Assets and Goodwill
Intangible Assets and Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets Amortization Expense | Schedule of Intangible Assets Amortization Expense December 31, 2022 December 31, 2021 Gross Carrying Amount Accumulated Amortization Impairment Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Krillase intangible assets $ 28,600,000 $ - $ (24,350,000 ) $ 4,250,000 $ 28,600,000 $ - $ 28,600,000 Patents in process 122,745 - - 122,745 122,745 - 122,745 DuraGraft patent 5,256,000 (977,076 ) - 4,278,924 5,256,000 (572,768 ) 4,683,232 DuraGraft - Distributor relationship 308,000 (74,433 ) - 233,567 308,000 (43,633 ) 264,367 DuraGraft IPR&D - Cyto Protectant Life Sciences 12,606,000 - - 12,606,000 12,606,000 - 12,606,000 My Health Logic - Trade name 450,000 (32,947 ) - 417,053 450,000 (804 ) 449,196 My Health Logic - Biotechnology 4,600,000 (277,353 ) - 4,322,647 4,600,000 (6,765 ) 4,593,235 My Health Logic - Software 1,550,000 (105,916 ) - 1,444,084 1,550,000 (2,583 ) 1,547,417 Total intangibles $ 53,492,745 $ (1,467,725 ) $ (24,350,000 ) $ 27,675,020 $ 53,492,745 $ (626,553 ) $ 52,866,192 |
Schedule of Goodwill | Schedule of Goodwill Goodwill DuraGraft My Health Logic Total Balance, December 31, 2021 $ 5,416,000 $ 1,774,656 $ 7,190,656 Additions on acquisitions - - - Impairment - - - Balance, December 31, 2022 $ 5,416,000 $ 1,774,656 $ 7,190,656 |
Schedule of Intangible Assets | The following changes to the Company’s intangible assets had taken place in the periods indicated: Schedule of Intangible Assets Balance, December 31, 2020 $ 42,278,211 Acquired in Somahlution Transaction 4,022,271 Acquired in MHL Transaction 6,600,000 Additions 2,775 Amortization expense (37,065 ) Balance, December 31, 2021 52,866,192 Impairment (24,350,000 ) Amortization expense (841,172 ) Balance, December 31, 2022 $ 27,675,020 |
Accounts Payable and Accrued _2
Accounts Payable and Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Payables and Accruals [Abstract] | |
Schedule of Accounts Payable And Accrued Liabilities | Accounts payable and accrued expenses, summarized by major category, as of December 31, 2022 and 2021 consist of the following: Schedule of Accounts Payable And Accrued Liabilities December 31, 2022 December 31, 2021 Trade accounts payable $ 1,224,542 $ 1,465,860 Accrued expenses 697 8,215 Accrued compensation expenses 140,204 122,072 Total accounts payable and accrued expenses $ 1,365,443 $ 1,596,147 |
Convertible Promissory Notes _2
Convertible Promissory Notes and Warrants (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Convertible Notes | Schedule of Convertible Notes Balance, December 31, 2020 $ - Convertible notes issued - original securities 1,174,945 Issuance costs (105,745 ) Debt discount (964,153 ) Debt accretion 90,611 Extinguishment of debt in connection with December 2021 Exchange Agreements (195,658 ) Convertible notes issued - new securities 7,456,039 Issuance costs (671,044 ) Debt discount (6,784,995 ) Debt accretion 26,065 Balance, December 31, 2021 $ 26,065 Convertible notes issued - new securities 7,315,138 Issuance costs (535,717) Debt discount (6,479,421 ) Debt accretion 2,763,749 Debt extinguishment (338,181 ) Balance, December 31, 2022 $ 2,751,633 |
Schedule of Convertible Notes Net of Debt Discount | Schedule of Convertible Notes Net of Debt Discount December 31, 2022 December 31, 2021 Convertible notes - total principal $ 14,432,996 $ 7,482,104 Unamortized issuance costs and discount (11,681,363 ) (7,456,039 ) Convertible Notes, Net of Debt Discount $ 2,751,633 $ 26,065 |
Stockholders_ Equity (Tables)
Stockholders’ Equity (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Schedule of Share Based Stock Option Valuation Assumptions | Schedule of Share Based Stock Option Valuation Assumptions 2022 2021 Risk-free interest rate 2.98 % 1.09 % Volatility 117.58 % 252.08 % Exercise price $ 2.20 $ 1.51 Dividend yield 0 % 0 % Forfeiture rate 0 % 0 % Expected life (years) 9.95 6.38 |
Schedule of Stock Option Activity | The summary of option activity for the years ended December 31, 2022 and 2021 was as follows: Schedule of Stock Option Activity Number of Options Weighted Average Exercise Price Weighted Average Contractual Life Total Intrinsic Value Outstanding at December 31, 2020 3,800,943 $ 1.36 8.82 Granted 1,532,500 1.51 Forfeited (1,682,500 ) 1.36 Outstanding at December 31, 2021 3,650,943 $ 1.24 8.34 Granted 400,000 2.20 Expired (62,502 ) 1.25 Forfeited (62,498 ) 1.25 Outstanding at December 31, 2022 3,925,943 $ 1.33 6.06 $ - Exercisable at December 31, 2022 3,193,720 $ 1.20 5.36 $ - |
Schedule of Options Outstanding and Exercisable | As of December 31, 2022, the Company had the following options issued and outstanding: Schedule of Options Outstanding and Exercisable Exercise Price Number of Options Outstanding Number of Options Exercisable Weighted Average Remaining Contractual Years Intrinsic Value $ 1.01 1,985,943 1,985,943 3.49 $ - 1.25 540,000 527,777 8.16 - 1.37 200,000 200,000 7.63 - 1.75 800,000 360,000 8.91 - 2.20 400,000 120,000 9.44 - $ 1.33 3,925,943 3,193,720 6.06 $ - |
Schedule of Warrants Outstanding | Schedule of Warrants Outstanding Number Weighted Average Price December 31, 2020 3,393,651 $ 4.63 Issued pursuant to Unit Purchase Agreement 8,521,183 2.25 Issued 230,000 1.39 December 31, 2021 12,144,834 $ 2.90 Issued pursuant to Unit Purchase Agreement 8,360,147 2.25 Issued 878,398 1.16 Exercised (300,000 ) 0.01 Expired (113,637 ) 3.00 Cancelled pursuant to FINRA (578,398 ) 1.75 Cancelled as part of debt extinguishment (342,857 ) 2.25 December 31, 2022 20,048,487 $ 2.64 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income Tax Expense | Schedule of Income Tax Expense December 31, 2022 December 31, 2021 Tax expense (benefit) at the statutory rate $ (8,014,646 ) $ (2,309,565 ) State taxes (1,658,268 ) - Non-deductible items 702,460 620,855 Deferred true-ups 40,912 (199,782 ) Other (121,202 ) - Change in valuation allowance 9,050,744 1,888,492 Total $ - $ - |
Schedule of Effective Income Tax rates | The following is a reconciliation of the U.S. federal statutory rate to the effective income tax rates for the years ended December 31, 2022 and 2021: Schedule of Effective Income Tax rates December 31, 2022 December 31, 2021 U.S. statutory federal rate 21.0 % 21.0 % State taxes 4.3 % 0.0 % Non-deductible / non-taxable items -1.8 % -5.6 % Deferred true-up -0.1 % 1.8 % Other 0.3 % 0.0 % Valuation allowance -23.7 % -17.2 % Total provision 0.0 % 0.0 % |
Schedule of Deferred Tax Assets and Liabilities | The tax effect of significant components of the Company’s deferred tax assets and liabilities at December 31, 2022 and 2021, are as follows: Schedule of Deferred Tax Assets and Liabilities December 31, 2022 December 31, 2021 Deferred tax assets: Net operating loss carry forward $ 9,551,121 $ 8,758,337 Lease liability 376,379 277,142 Intangible assets 3,618,128 (3,665,013 ) Capitalized research and development costs 974,819 - Deferred tax assets 14,520,448 7,315,601 Deferred tax liabilities: Fixed assets (376,379 ) (277,142 ) Deferred tax liabilities (376,379 ) (277,142 ) Total gross deferred tax assets 14,144,068 5,093,324 Less: Deferred tax asset valuation allowance (14,144,068 ) (5,093,324 ) Total net deferred taxes $ - $ - |
Schedule of Fair Values of Fina
Schedule of Fair Values of Financial Instruments (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Defined Benefit Plan Disclosure [Line Items] | ||
Derivative liabilities | $ 4,823,725 | $ 2,485,346 |
Contingent liabilities | 9,707,000 | 11,313,000 |
Fair Value, Inputs, Level 1 [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Derivative liabilities | ||
Contingent liabilities | ||
Total | ||
Fair Value, Inputs, Level 2 [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Derivative liabilities | ||
Contingent liabilities | ||
Total | ||
Fair Value, Inputs, Level 3 [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Derivative liabilities | 4,823,725 | 2,485,346 |
Contingent liabilities | 9,707,000 | 11,313,000 |
Total | $ 14,530,725 | $ 13,798,346 |
Schedule of Liabilities Fair Va
Schedule of Liabilities Fair Value Measured (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Defined Benefit Plan Disclosure [Line Items] | ||
Change in fair value of contingent liabilities | $ 1,606,000 | $ (1,387,000) |
Fair Value, Inputs, Level 3 [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Beginning Balance | 13,798,346 | |
Change in fair value of contingent liabilities | (1,606,000) | |
Derivative liabilities issued pursuant to Unit Purchase Agreement | 2,338,379 | |
Ending Balance | $ 14,530,725 | $ 13,798,346 |
Organization, Basis of Presen_4
Organization, Basis of Presentation and Summary of Significant Accounting Policies (Details Narrative) | 12 Months Ended | |||
Feb. 13, 2023 USD ($) | Feb. 14, 2021 USD ($) | Dec. 31, 2022 USD ($) Number | Dec. 31, 2021 USD ($) | |
Property, Plant and Equipment [Line Items] | ||||
Accumulated deficit | $ 85,989,433 | $ 47,823,563 | ||
Working Capital | 966,464 | |||
Cash | 510,865 | |||
Proceeds from offering | $ 17,250,000 | $ 5,000,000 | ||
Risk free rate | 2.98% | 1.09% | ||
Expected life | 9 years 11 months 12 days | 6 years 4 months 17 days | ||
Midrange average estimated interest rate | 20.60% | |||
Liabilities fair value adjustment | $ 1,414,000 | |||
Royalties payable | 5,402,000 | $ 3,988,000 | ||
Cash federally insured limit | $ 250,000 | |||
Number of operating segment | Number | 1 | |||
Minimum [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Furniture and fixtures depreciated | 4 years | |||
Maximum [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Furniture and fixtures depreciated | 7 years | |||
Scenario, Adjustment [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Liabilities fair value adjustment | $ 95,000 | |||
Pre tax discount rate percentage | 20.60% | |||
Market value | $ 1,055,000 | 1,150,000 | ||
Warrants Liabilities [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Risk free rate | 1.19% | |||
Expected volatility | 69.62% | |||
Expected dividend | $ 0 | |||
Expected life | 6 years 2 months 15 days | |||
Increase (Decrease) in Operating Liabilities | $ 2,925,000 | |||
Warrants liabilities | $ 1,427,000 | 4,352,000 | ||
Liquidation Preference [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Risk free rate | 0.21% | |||
Expected volatility | 78.93% | |||
Expected dividend | $ 0 | |||
Expected life | 5 years | |||
Liquidation preference value | $ 0 | |||
Liquidation preference fair market value | $ 1,823,000 | $ 1,823,000 | ||
Subsequent Event [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Proceeds from offering | $ 9,600,000 |
Schedule of Preliminary Allocat
Schedule of Preliminary Allocation of Consideration (Details) - Duragraft [Member] | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Business Acquisition [Line Items] | |
Common shares | $ 12,500,000 |
Warrants | 1,200,000 |
Contingent consideration | 9,926,000 |
Total consideration | 23,626,000 |
Net working capital | 30,908 |
Property, plant, and equipment | 9,092 |
Intangible assets | 18,170,000 |
Goodwill | 5,416,000 |
Total identifiable assets | $ 23,626,000 |
Schedule of Assets and Liabilit
Schedule of Assets and Liabilities Acquired and Purchase Consideration (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Business Acquisition [Line Items] | ||
Goodwill | $ 7,190,656 | $ 7,190,656 |
My Health Logic, Inc. [Member] | ||
Business Acquisition [Line Items] | ||
Common shares | 7,774,000 | |
Total consideration given up | 7,774,000 | |
Net working capital | (613,156) | |
Property, plant and equipment | 12,500 | |
Intangibles assets | 6,600,000 | |
Goodwill | 1,774,656 | |
Total identifiable assets | $ 7,774,000 |
Acquisitions (Details Narrative
Acquisitions (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 22, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Business Acquisition [Line Items] | |||
Prepaid royalties non current | $ 339,091 | $ 339,091 | |
Warrants to purschase common stock | 250,000 | ||
Revenue, remaining performance obligation, percentage | 6% | ||
Additional revenues | $ 50,000,000 | ||
Deferred revenue, period increase (decrease) | $ 200,000,000 | ||
Economic life | 10 years | ||
Percentage of weighted average cost inventory | 33.80% | ||
Common stock, shares, issued | 40,528,191 | 40,528,191 | |
Common stock, shares, outstanding | 40,528,191 | 40,528,191 | |
Notes payable | $ 218,100 | $ 469,252 | |
Unit Purchase Agreement [Member] | |||
Business Acquisition [Line Items] | |||
Notes payable | $ 278,678 | ||
My Health Logic [Member] | |||
Business Acquisition [Line Items] | |||
Percentage of weighted average cost inventory | 37.50% | ||
Notes payable | $ 468,137 | ||
Debt instrument, interest rate | 9% | ||
Interest expense, medium-term notes | $ 19,662 | $ 1,115 | |
Trade Names [Member] | |||
Business Acquisition [Line Items] | |||
Economic life | 14 years | ||
Software [Member] | My Health Logic [Member] | |||
Business Acquisition [Line Items] | |||
Economic life | 15 years | ||
Lab on Chip Technology [Member] | My Health Logic [Member] | |||
Business Acquisition [Line Items] | |||
Finite lived intangible assets, remaining useful life | 17 years | ||
Duragraft [Member] | |||
Business Acquisition [Line Items] | |||
Economic life | 13 years | ||
HL two holdings [Member] | |||
Business Acquisition [Line Items] | |||
Stock exchange acquisition common stock | $ 4,600,000 | ||
Common stock issued | 230,000 | ||
Acquisition | 11.35% | ||
Common stock, shares, issued | 40,528,191 | ||
Common stock, shares, outstanding | 40,528,191 | ||
Royalty [Member] | |||
Business Acquisition [Line Items] | |||
Revenue, remaining performance obligation, percentage | 5% | ||
Additional revenues | $ 50,000,000 | ||
Subsequent sale percentage | 10% | ||
Royalty [Member] | Minimum [Member] | |||
Business Acquisition [Line Items] | |||
Revenue, remaining performance obligation, percentage | 4% | ||
Sale proceeds liquidation preference | 15% | ||
Royalty [Member] | Maximum [Member] | |||
Business Acquisition [Line Items] | |||
Revenue, remaining performance obligation, percentage | 2% | ||
Deferred revenue, period increase (decrease) | $ 50,000,000 | ||
Deferred revenue, revenue recognized | 200,000,000 | ||
Liquidation preference | $ 20,000,000 | ||
Restricted Stock [Member] | |||
Business Acquisition [Line Items] | |||
Stock issued during period, shares, issued for services | 10,000,000 | ||
Warrants to purschase common stock | 3,000,000 | ||
Stike price per share | $ 5 | ||
Warrants term | 5 years | ||
Restricted Stock [Member] | Performance Warrants [Member] | |||
Business Acquisition [Line Items] | |||
Warrants to purschase common stock | 4,000,000 |
Schedule of Right-of-Use Asset
Schedule of Right-of-Use Asset and Related Lease Liabilities (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Leases | ||
Right-of-use asset | $ 1,485,023 | $ 1,158,776 |
Operating lease liabilities, current | 423,495 | 277,142 |
Operating lease liabilities, non-current | 1,061,528 | 881,634 |
Total operating lease liabilities | $ 1,485,023 | $ 1,158,776 |
Schedule of Maturities of Lease
Schedule of Maturities of Lease Liabilities (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Leases | ||
2023 | $ 423,495 | |
2024 | 434,082 | |
2025 | 444,934 | |
2026 | 266,034 | |
Total lease payments | 1,568,545 | |
Less: Present value discount | (83,522) | |
Total | $ 1,485,023 | $ 1,158,776 |
Leases (Details Narrative)
Leases (Details Narrative) | 1 Months Ended | 12 Months Ended | ||||
Dec. 11, 2020 ft² | Dec. 31, 2020 USD ($) | Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Apr. 01, 2022 ft² | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Lease agreement, description | five-and-a-half-year lease agreement | |||||
Administrative office and laboratories space | ft² | 10,300 | 3,053 | ||||
Rent | $ 370,945 | $ 118,084 | ||||
Operating Expenses | $ 37,502,962 | $ 8,951,308 | ||||
Lease term | 3 years 5 months 1 day | |||||
Operating Lease Agreement [Member] | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Rent | $ 10,800 | $ 15,260 | ||||
Annually percentage | 2.50% | 2.50% | ||||
Operating Expenses | $ 12,000 | $ 12,000 | ||||
Increase in operating expense | $ 17,500 | |||||
Operating lease discount rate | 3.95% | |||||
Operating Lease Agreement [Member] | Forecast [Member] | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Rent | $ 15,641 |
Schedule of Intangible Assets A
Schedule of Intangible Assets Amortization Expense (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying amount | $ 53,492,745 | $ 53,492,745 |
Accumulated amortization | (1,467,725) | (626,553) |
Impairment | (24,350,000) | |
Net carrying amount | 27,675,020 | 52,866,192 |
Krillase Intangible Assets [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying amount | 28,600,000 | 28,600,000 |
Accumulated amortization | ||
Impairment | (24,350,000) | |
Net carrying amount | 4,250,000 | 28,600,000 |
Patents [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying amount | 122,745 | 122,745 |
Accumulated amortization | ||
Impairment | ||
Net carrying amount | 122,745 | 122,745 |
DuraGraft Patent [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying amount | 5,256,000 | 5,256,000 |
Accumulated amortization | (977,076) | (572,768) |
Impairment | ||
Net carrying amount | 4,278,924 | 4,683,232 |
DuraGraft Distributor Relationship[Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying amount | 308,000 | 308,000 |
Accumulated amortization | (74,433) | (43,633) |
Impairment | ||
Net carrying amount | 233,567 | 264,367 |
DuraGraft Cyto Protectant [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying amount | 12,606,000 | 12,606,000 |
Accumulated amortization | ||
Impairment | ||
Net carrying amount | 12,606,000 | 12,606,000 |
My Health Logic - Trade Name [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying amount | 450,000 | 450,000 |
Accumulated amortization | (32,947) | (804) |
Impairment | ||
Net carrying amount | 417,053 | 449,196 |
My Health Logic - Biotechnology [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying amount | 4,600,000 | 4,600,000 |
Accumulated amortization | (277,353) | (6,765) |
Impairment | ||
Net carrying amount | 4,322,647 | 4,593,235 |
My Health Logic - Software [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying amount | 1,550,000 | 1,550,000 |
Accumulated amortization | (105,916) | (2,583) |
Impairment | ||
Net carrying amount | $ 1,444,084 | $ 1,547,417 |
Schedule of Goodwill (Details)
Schedule of Goodwill (Details) | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Impairment Effects on Earnings Per Share [Line Items] | |
Balance, December 31, 2021 | $ 7,190,656 |
Additions on acquisitions | |
Impairment | |
Balance, December 31, 2022 | 7,190,656 |
Duragraft [Member] | |
Impairment Effects on Earnings Per Share [Line Items] | |
Balance, December 31, 2021 | 5,416,000 |
Additions on acquisitions | |
Impairment | |
Balance, December 31, 2022 | 5,416,000 |
My Health Logic [Member] | |
Impairment Effects on Earnings Per Share [Line Items] | |
Balance, December 31, 2021 | 1,774,656 |
Additions on acquisitions | |
Impairment | |
Balance, December 31, 2022 | $ 1,774,656 |
Schedule of Intangible Assets (
Schedule of Intangible Assets (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Beginning Balance | $ 52,866,192 | $ 42,278,211 |
Acquired in Somah Transaction | 4,022,271 | |
Acquired in My Health Logic Transaction | 6,600,000 | |
Additions | 2,775 | |
Amortization expense | (841,172) | (37,065) |
Impairment | (24,350,000) | |
Ending Balance | $ 27,675,020 | $ 52,866,192 |
Intangible Assets and Goodwil_2
Intangible Assets and Goodwill (Details Narrative) - USD ($) | 12 Months Ended | ||
Sep. 12, 2018 | Dec. 31, 2022 | Dec. 31, 2021 | |
Indefinite-Lived Intangible Assets [Line Items] | |||
Impairment of intangible assets | $ 24,350,000 | ||
My Health Logic, Inc. [Member] | |||
Indefinite-Lived Intangible Assets [Line Items] | |||
Intangibles assets | 6,600,000 | ||
DuraGraft and My Health Logic [Member] | |||
Indefinite-Lived Intangible Assets [Line Items] | |||
2023 through 2027 | 841,172 | ||
2028 and thereafter | 6,490,413 | ||
Krillase [Member] | |||
Indefinite-Lived Intangible Assets [Line Items] | |||
Impairment of intangible assets | 24,350,000 | ||
Duragraft [Member] | |||
Indefinite-Lived Intangible Assets [Line Items] | |||
Impairment of intangible assets | 0 | 0 | |
Intangible Assets, Current | 18,170,000 | ||
My Health Logic, Inc. [Member] | |||
Indefinite-Lived Intangible Assets [Line Items] | |||
Impairment of intangible assets | $ 0 | $ 0 | |
Krillase Technology [Member] | |||
Indefinite-Lived Intangible Assets [Line Items] | |||
Acquisition of intangible assets | $ 28,600,000 |
Schedule of Accounts Payable An
Schedule of Accounts Payable And Accrued Liabilities (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Payables and Accruals [Abstract] | ||
Trade accounts payable | $ 1,224,542 | $ 1,465,860 |
Accrued expenses | 697 | 8,215 |
Accrued compensation expenses | 140,204 | 122,072 |
Total accounts payable and accrued expenses | $ 1,365,443 | $ 1,596,147 |
Notes Payable (Details Narrativ
Notes Payable (Details Narrative) - USD ($) | 12 Months Ended | ||||
Dec. 31, 2022 | Jun. 28, 2023 | Dec. 28, 2022 | Oct. 23, 2022 | Dec. 31, 2021 | |
Notes payable | $ 218,100 | $ 469,252 | |||
Debt Instrument, Covenant Compliance | Default in the payment of principal or interest or other material covenant under the note triggers a default penalty equal to 0.666% of $750,000 per month during the period of default, and other lender rights, including the demand of immediate payment of all amounts due including accrued but unpaid interest, and recovery of all costs, fees including attorney’s fees and disbursements, and expenses relating to collection and enforcement of the promissory note. | ||||
Hub International Limited [Member] | |||||
Notes payable | $ 164,729 | $ 204,050 | 127,798 | ||
Debt interest rate | 20% | 6.75% | |||
Promissory note | $ 750,000 | ||||
Warrants outstanding | $ 1,500,000 | ||||
Somahlution Acquisition [Member] | |||||
Notes payable | $ 468,137 | ||||
Debt interest rate | 9% | ||||
Unit Purchase Agreement [Member] | |||||
Notes payable | $ 218,100 | $ 469,252 | |||
Debt repurchase amount | $ 278,678 |
Schedule of Convertible Notes (
Schedule of Convertible Notes (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Short-Term Debt [Line Items] | ||
Beginning balance | $ 26,065 | |
Ending balance | 2,751,633 | $ 26,065 |
Original Securities [Member] | ||
Short-Term Debt [Line Items] | ||
Beginning balance | ||
Convertible notes issued - new securities | 1,174,945 | |
Issuance costs | (105,745) | |
Debt discount | (964,153) | |
Debt accretion | 90,611 | |
Debt extinguishment | (195,658) | |
New Securities [Member] | ||
Short-Term Debt [Line Items] | ||
Beginning balance | 26,065 | |
Convertible notes issued - new securities | 7,315,138 | 7,456,039 |
Issuance costs | (535,717) | (671,044) |
Debt discount | (6,479,421) | (6,784,995) |
Debt accretion | 2,763,749 | 26,065 |
Debt extinguishment | (338,181) | |
Ending balance | $ 2,751,633 | $ 26,065 |
Schedule of Convertible Notes N
Schedule of Convertible Notes Net of Debt Discount (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Debt Disclosure [Abstract] | ||
Convertible notes - total principal | $ 14,432,996 | $ 7,482,104 |
Unamortized issuance costs and discount | (11,681,363) | (7,456,039) |
Convertible Notes, Net of Debt Discount | $ 2,751,633 | $ 26,065 |
Convertible Promissory Notes _3
Convertible Promissory Notes and Warrants (Details Narrative) | 1 Months Ended | 12 Months Ended | |||||
Dec. 21, 2021 USD ($) $ / shares shares | Sep. 29, 2021 $ / shares | May 27, 2021 $ / shares shares | Jul. 31, 2021 USD ($) shares | May 31, 2021 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) | |
Debt Instrument [Line Items] | |||||||
Proceeds from notes payable | $ | $ 786,931 | $ 263,907 | |||||
Warrants to purchase common shares | shares | 250,000 | ||||||
Gain on debt extinguishment | $ | $ 338,181 | (663,522) | |||||
Fair value adjustment of warrants | $ | 4,447,982 | ||||||
Convertible Notes Payable [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Frequency of periodic payment | The Convertible Notes mature in 24 months from the initial closing date and accrue 10% of simple interest per annum on the outstanding principal amount. | ||||||
Debt instrument conversion description | The Convertible Notes principal and accrued interest can be converted at any time at the option of the holder at a conversion price of $1.75 per share (previously $2.25 per the September 2021 Amendment and originally $2.50 per the May Unit Purchase Agreement). | ||||||
Percentage of debt instrument of conversion price | 0.75 | ||||||
Debt instrument conversion price | $ / shares | $ 1.75 | ||||||
Maximum [Member] | Convertible Notes Payable [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Equity financing gross amount | $ | $ 10,000,000 | ||||||
Minimum [Member] | Convertible Notes Payable [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Equity financing gross amount | $ | $ 10,000,000 | ||||||
New Class C Warrants [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Percentage of warrant coverage | 200% | ||||||
Percentage of debt instrument of conversion price | 0.75 | ||||||
Debt instrument conversion price | $ / shares | $ 2.25 | ||||||
Warrants exercise price per share | $ / shares | $ 2.25 | ||||||
Warrants exercisable term | 5 years | ||||||
Unit Purchase Agreement [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Sale of stock, number of shares issued in transaction | shares | 3,438,572 | 4,000,000 | 29,978 | ||||
Sale of stock, price per share | $ / shares | $ 1.75 | $ 2.50 | $ 2.50 | ||||
Debt description | Each Unit is comprised of (i) a convertible promissory note convertible into common stock of the Company at an initial conversion price of $1.75 and, (ii) a warrant to purchase two shares of Common Stock at an initial purchase price of $2.25 per share (the new Class C Warrant). | Each Unit is comprised of (i) a convertible promissory note convertible into common stock of the Company, (ii) a warrant to purchase one share of common stock of the Company (the “Class A Warrant”); and (iii) a second warrant to purchase common stock of the Company (the “Class B Warrant”). | |||||
Proceeds from notes payable | $ | $ 74,945 | ||||||
Sale of stock amount | $ | 74,945 | ||||||
Issuance costs | $ | $ 6,745 | ||||||
Sale of stock, consideration received on transaction | $ | $ 6,000,000 | ||||||
Unit Purchase Agreement [Member] | Maximum [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Sale of stock, number of shares issued in transaction | shares | 9,714,286 | ||||||
Sale of stock, price per share | $ / shares | $ 2.50 | ||||||
Debt conversion price per share | $ / shares | 2.50 | ||||||
Unit Purchase Agreement [Member] | Minimum [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Sale of stock, price per share | $ / shares | 2.25 | ||||||
Debt conversion price per share | $ / shares | $ 2.25 | ||||||
Unit Purchase Agreement [Member] | Class A Warrants [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Warrants to purchase common shares | shares | 29,978 | 469,978 | |||||
Exercise price of warrants or rights | $ / shares | $ 3.13 | ||||||
Warrants exercisable term | 5 years | ||||||
Unit Purchase Agreement [Member] | Class B Warrants [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Warrants to purchase common shares | shares | 29,978 | 469,978 | |||||
Exercise price of warrants or rights | $ / shares | $ 5 | ||||||
Unit Purchase Agreement [Member] | New Class C Warrants [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Warrants to purchase common shares | shares | 6,857,143 | ||||||
Exercise price of warrants or rights | $ / shares | $ 2.25 | ||||||
Warrants exercisable term | 5 years | ||||||
Unit Purchase Program [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Sale of stock, number of shares issued in transaction | shares | 440,000 | ||||||
Proceeds from notes payable | $ | $ 1,100,000 | ||||||
Sale of stock amount | $ | $ 1,100,000 | ||||||
Unit Purchase Program [Member] | Class A Warrants [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Warrants to purchase common shares | shares | 440,000 | ||||||
Unit Purchase Program [Member] | Class B Warrants [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Warrants to purchase common shares | shares | 440,000 | ||||||
December 2021 Exchange Agreement [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Sale of stock, number of shares issued in transaction | shares | 4,180,071 | ||||||
Sale of stock, consideration received on transaction | $ | $ 6,500,743 | ||||||
Investments | $ | $ 6,000,000 | ||||||
Debt instrument, maturity date | Dec. 21, 2023 | ||||||
Exercise price of warrants or rights | $ / shares | $ 2.25 | ||||||
Percentage of warrant coverage | 200% | ||||||
Pro-rata Units | shares | 621,087 | ||||||
Aggregate pro rata units | shares | 832,022 | ||||||
Shares issued | shares | 4,180,071 | ||||||
Notes payable issued to settle | shares | 159,245 | ||||||
Accounts payable issued to settle | shares | 22,857 | ||||||
Exchange for services | shares | 171,428 | ||||||
Fair value adjustment of warrants | $ | $ 4,341,042 | 4,299,649 | |||||
Fair value of derivative liability | $ | $ 2,438,379 | $ 2,485,346 | |||||
December 2021 Exchange Agreement [Member] | Maximum [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Sale of stock, price per share | $ / shares | $ 2.25 | ||||||
Debt conversion price per share | $ / shares | 2.25 | ||||||
December 2021 Exchange Agreement [Member] | Minimum [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Sale of stock, price per share | $ / shares | 1.75 | ||||||
Debt conversion price per share | $ / shares | $ 1.75 |
Schedule of Share Based Stock O
Schedule of Share Based Stock Option Valuation Assumptions (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Equity [Abstract] | ||
Risk-free interest rate | 2.98% | 1.09% |
Volatility | 117.58% | 252.08% |
Exercise price | $ 2.20 | $ 1.51 |
Dividend yield | 0% | 0% |
Forfeiture rate | 0% | 0% |
Expected life (years) | 9 years 11 months 12 days | 6 years 4 months 17 days |
Schedule of Stock Option Activi
Schedule of Stock Option Activity (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Equity [Abstract] | |||
Number of Options, Outstanding beginning Balance | 3,650,943 | 3,800,943 | |
Weighted Average Exercise Price, Outstanding Beginning Balance | $ 1.24 | $ 1.36 | |
Weighted average contractual life term, outstanding | 6 years 21 days | 8 years 4 months 2 days | 8 years 9 months 25 days |
Number of Options, Granted | 400,000 | 1,532,500 | |
Weighted Average Exercise Price, Granted | $ 2.20 | $ 1.51 | |
Number of Options, Forfeited | (62,498) | (1,682,500) | |
Weighted Average Exercise Price, Forfeited | $ 1.25 | $ 1.36 | |
Number of Options, Expired | (62,502) | ||
Weighted Average Exercise Price, Expired | $ 1.25 | ||
Number of Options, Outstanding Ending Balance | 3,925,943 | 3,650,943 | 3,800,943 |
Weighted Average Exercise Price, Outstanding Ending Balance | $ 1.33 | $ 1.24 | $ 1.36 |
Total Intrinsic Value, Ending Balance | |||
Number of options, Exercisable | 3,193,720 | ||
Weighted Average Exercise Price, Exercisable | $ 1.20 | ||
Weighted average contractual life term, exercisable | 5 years 4 months 9 days | ||
Total Intrinsic Value, exercisable |
Schedule of Options Outstanding
Schedule of Options Outstanding and Exercisable (Details) | 12 Months Ended |
Dec. 31, 2022 USD ($) $ / shares shares | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Intrinsic Value | $ | |
Exercise Price Range 1.01 [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise Price | $ / shares | $ 1.01 |
Number of Options Outstanding | 1,985,943 |
Number of Options Exercisable | 1,985,943 |
Weighted Average Remaining Contractual Years | 3 years 5 months 26 days |
Intrinsic Value | $ | |
Exercise Price Range 1.25 [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise Price | $ / shares | $ 1.25 |
Number of Options Outstanding | 540,000 |
Number of Options Exercisable | 527,777 |
Weighted Average Remaining Contractual Years | 8 years 1 month 28 days |
Intrinsic Value | $ | |
Exercise Price Range 1.37 [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise Price | $ / shares | $ 1.37 |
Number of Options Outstanding | 200,000 |
Number of Options Exercisable | 200,000 |
Weighted Average Remaining Contractual Years | 7 years 7 months 17 days |
Intrinsic Value | $ | |
Exercise Price Range 1.75 [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise Price | $ / shares | $ 1.75 |
Number of Options Outstanding | 800,000 |
Number of Options Exercisable | 360,000 |
Weighted Average Remaining Contractual Years | 8 years 10 months 28 days |
Intrinsic Value | $ | |
Exercise Price Range 1.20 [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise Price | $ / shares | $ 2.20 |
Number of Options Outstanding | 400,000 |
Number of Options Exercisable | 120,000 |
Weighted Average Remaining Contractual Years | 9 years 5 months 8 days |
Intrinsic Value | $ | |
Exercise Price Range 1.33 [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise Price | $ / shares | $ 1.33 |
Number of Options Outstanding | 3,925,943 |
Number of Options Exercisable | 3,193,720 |
Weighted Average Remaining Contractual Years | 6 years 21 days |
Intrinsic Value | $ |
Schedule of Warrants Outstandin
Schedule of Warrants Outstanding (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Weighted average exercise price, exercised | $ 2.20 | $ 1.51 |
Warrant [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Warrants outstanding, Begining balance | 12,144,834 | 3,393,651 |
Weighted average exercise price, outstanding, beginning balance | $ 2.90 | $ 4.63 |
Weighted average exercise price, issued | 1.16 | 1.39 |
Warrants outstanding, issued | 878,398 | 230,000 |
Warrants outstanding, Exercised | (300,000) | |
Weighted average exercise price, exercised | $ 0.01 | |
Warrants outstanding, Expired | (113,637) | |
Weighted average exercise price, expired | $ 3 | |
Cancelled pursuant to FINRA | (578,398) | |
Weighted average exercise price, Cancelled pursuant to FINRA | $ 1.75 | |
Warrants outstanding, Expired | (342,857) | |
Weighted average exercise price, Cancelled as part of debt extinguishment | 2.25 | |
Warrants outstanding, Ending balance | 20,048,487 | 12,144,834 |
Warrants outstanding, Ending balance | $ 2.64 | $ 2.90 |
Warrant [Member] | Unit Purchase Agreement [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Warrants outstanding, purchase agreement | 8,360,147 | 8,521,183 |
Weighted average exercise price, issued | 2.25 | 2.25 |
Stockholders_ Equity (Details N
Stockholders’ Equity (Details Narrative) - USD ($) | 12 Months Ended | ||||||||||||||||||
Oct. 29, 2022 | Jun. 26, 2022 | Mar. 15, 2022 | Mar. 01, 2022 | Feb. 14, 2022 | Jan. 26, 2022 | Dec. 22, 2021 | May 18, 2021 | Feb. 14, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 27, 2022 | Oct. 28, 2022 | Dec. 26, 2021 | Dec. 21, 2021 | Dec. 02, 2021 | Sep. 29, 2021 | May 31, 2021 | Dec. 31, 2020 | |
Class of Warrant or Right [Line Items] | |||||||||||||||||||
Preferred stock, shares authorized | 25,000,000 | 25,000,000 | |||||||||||||||||
Preferred stock, par value | $ 0.001 | $ 0.001 | |||||||||||||||||
Preferred stock, shares issued | 0 | 0 | |||||||||||||||||
Preferred stock, shares outstanding | 0 | 0 | |||||||||||||||||
Common stock, shares authorized | 75,000,000 | 75,000,000 | |||||||||||||||||
Common stock, par value | $ 0.001 | $ 0.001 | |||||||||||||||||
Common Stock, Shares, Outstanding | 40,528,191 | 40,528,191 | |||||||||||||||||
Exercise of warrants | 300,000 | ||||||||||||||||||
Repurchased and cancelled common stock | 300,000 | ||||||||||||||||||
Share-based payment award, options, grants in period, gross | 400,000 | 1,532,500 | |||||||||||||||||
Gross proceeds from sale of equity | $ 17,250,000 | $ 5,000,000 | |||||||||||||||||
Restricted stock award net of forfeitures | $ 295,750 | ||||||||||||||||||
Warrants to purchase common shares | 250,000 | ||||||||||||||||||
Fair value of warrants | 4,447,982 | ||||||||||||||||||
Salary expense | $ 2,421,969 | 2,887,309 | |||||||||||||||||
Professional fees | 2,082,079 | 2,269,756 | |||||||||||||||||
Non-cash share-based compensation | $ 1,905,948 | $ 898,444 | |||||||||||||||||
Univest Securities [Member] | |||||||||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||||||||
Warrants strike price per share | $ 1.75 | ||||||||||||||||||
Warrants exercisable term | 5 years | ||||||||||||||||||
Fair value of warrants | $ 1,281,854 | ||||||||||||||||||
Warrants and rights outstanding | $ 231,359 | ||||||||||||||||||
Salary expense | 769,113 | ||||||||||||||||||
Professional fees | $ 512,741 | ||||||||||||||||||
Common Stock [Member] | |||||||||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||||||||
Exercise of warrants | 300,000 | ||||||||||||||||||
Repurchased and cancelled common stock | (300,000) | ||||||||||||||||||
Stock issued during period | 4,600,000 | ||||||||||||||||||
Warrant [Member] | |||||||||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||||||||
Warrants were cancelled | (342,857) | ||||||||||||||||||
Warrants issued | 20,048,487 | 12,144,834 | 3,393,651 | ||||||||||||||||
New Class C Warrants [Member] | |||||||||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||||||||
Warrants exercisable term | 5 years | ||||||||||||||||||
Other Warrants [Member] | |||||||||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||||||||
Warrants to purchase common shares | 230,000 | ||||||||||||||||||
Warrants strike price per share | $ 1.39 | ||||||||||||||||||
Warrants exercisable term | 4 years 8 months 26 days | ||||||||||||||||||
Fair value of warrants | $ 368,287 | ||||||||||||||||||
Unit Purchase Agreement [Member] | Class C Warrants [Member] | |||||||||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||||||||
Warrants to purchase common shares | 8,360,159 | 197,777 | |||||||||||||||||
Warrants strike price per share | $ 2.25 | $ 2.25 | |||||||||||||||||
Warrants exercisable term | 5 years | ||||||||||||||||||
Warrants were cancelled | 342,857 | ||||||||||||||||||
Aggregate pro rata units | 1,045,549 | ||||||||||||||||||
Unit Purchase Agreement [Member] | Class A Warrants [Member] | |||||||||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||||||||
Warrants to purchase common shares | 469,978 | 29,978 | |||||||||||||||||
Warrants strike price per share | $ 3.13 | ||||||||||||||||||
Warrants exercisable term | 5 years | ||||||||||||||||||
Unit Purchase Agreement [Member] | Class B Warrants [Member] | |||||||||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||||||||
Warrants to purchase common shares | 469,978 | 29,978 | |||||||||||||||||
Warrants strike price per share | $ 5 | ||||||||||||||||||
Unit Purchase Agreement [Member] | New Class C Warrants [Member] | |||||||||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||||||||
Warrants to purchase common shares | 6,857,143 | ||||||||||||||||||
Warrants strike price per share | $ 2.25 | ||||||||||||||||||
Warrants exercisable term | 5 years | ||||||||||||||||||
Exchange Agreement [Member] | New Class C Warrants [Member] | |||||||||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||||||||
Warrants strike price per share | $ 2.25 | ||||||||||||||||||
Aggregate pro rata units | 1,664,044 | ||||||||||||||||||
Directors, Senior Officers and Consultants [Member] | |||||||||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||||||||
Number of restricted share awards granted | 350,000 | ||||||||||||||||||
Mr. Richmond [Member] | |||||||||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||||||||
Warrants strike price per share | $ 0.01 | $ 0.01 | |||||||||||||||||
Warrants exercisable term | 5 years | ||||||||||||||||||
Non option granted | 300,000 | 300,000 | |||||||||||||||||
Fair value of warrants | $ 568,677 | ||||||||||||||||||
Exercised | 300,000 | ||||||||||||||||||
Warrants and rights outstanding | $ 347,039 | ||||||||||||||||||
Mr. Richmond [Member] | Common Stock [Member] | |||||||||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||||||||
Non option granted | 300,000 | 300,000 | |||||||||||||||||
Mr. Richmond [Member] | Warrant [Member] | |||||||||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||||||||
Non option granted | 578,398 | ||||||||||||||||||
Richmond [Member] | October 2022 Letter Agreement [Member] | |||||||||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||||||||
Warrants issued | 578,398 | ||||||||||||||||||
Stock Incentive Plan [Member] | |||||||||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||||||||
Share authorized | 5,300,000 | ||||||||||||||||||
Number of shares authorized | 7,200,000 | 1,900,000 | |||||||||||||||||
Share based compensation, grant shares | 2,924,057 | ||||||||||||||||||
My Health Logic, Inc. [Member] | |||||||||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||||||||
Stock issued during period | 4,600,000 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||
Related party transactions owned | $ 1,132,634 | |
Related party transactions, professional expenses | 172,800 | |
Related party transaction, amounts of transaction | 76,390 | |
Prepaid royalties | 339,091 | 339,091 |
Frank Maresca [Member] | ||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||
Related party transactions owned | $ 1,132,634 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - USD ($) | 12 Months Ended | ||||||
Jan. 04, 2023 | Dec. 12, 2022 | Nov. 18, 2022 | Aug. 19, 2021 | Jul. 13, 2019 | Dec. 31, 2022 | Dec. 31, 2021 | |
Loss Contingencies [Line Items] | |||||||
Salary and wages | $ 2,421,969 | $ 2,887,309 | |||||
Issuance of stock options | 400,000 | 1,532,500 | |||||
Royalties percentage | 10% | ||||||
Duragraft [Member] | |||||||
Loss Contingencies [Line Items] | |||||||
Sale of asset percentage | 15% | ||||||
Duragraft [Member] | Maximum [Member] | |||||||
Loss Contingencies [Line Items] | |||||||
Net proceeds from sale of asset | $ 20,000,000 | ||||||
UNITED STATES | First 50,000,000 [Member] | |||||||
Loss Contingencies [Line Items] | |||||||
Royalties percentage | 5% | ||||||
UNITED STATES | 50,000,001 up to 200,000,000 [Member] | |||||||
Loss Contingencies [Line Items] | |||||||
Royalties percentage | 4% | ||||||
UNITED STATES | Over 200,000,000 [Member] | |||||||
Loss Contingencies [Line Items] | |||||||
Royalties percentage | 2% | ||||||
Non-US [Member] | First 50,000,000 [Member] | |||||||
Loss Contingencies [Line Items] | |||||||
Royalties percentage | 6% | ||||||
Non-US [Member] | 50,000,001 up to 200,000,000 [Member] | |||||||
Loss Contingencies [Line Items] | |||||||
Royalties percentage | 4% | ||||||
Non-US [Member] | Over 200,000,000 [Member] | |||||||
Loss Contingencies [Line Items] | |||||||
Royalties percentage | 2% | ||||||
July 13, 2022 [Member] | |||||||
Loss Contingencies [Line Items] | |||||||
Salary and wages | $ 30,000 | ||||||
July 13, 2021 [Member] | |||||||
Loss Contingencies [Line Items] | |||||||
Issuance of stock options | 250,000 | ||||||
Shares issued, price per share | $ 1.50 | ||||||
Campbell [Member] | |||||||
Loss Contingencies [Line Items] | |||||||
Damages sought, value | $ 30,000 | ||||||
Harmon [Member] | |||||||
Loss Contingencies [Line Items] | |||||||
Damages sought, value | $ 50,000 | ||||||
Confidential Settlement Agreement [Member] | Nicholas De Vito [Member] | |||||||
Loss Contingencies [Line Items] | |||||||
Number of shares issued | 60,000 | 16,000 | |||||
Confidential Settlement Agreement [Member] | Nicholas De Vito [Member] | Subsequent Event [Member] | |||||||
Loss Contingencies [Line Items] | |||||||
Number of shares issued | 16,000 |
Schedule of Income Tax Expense
Schedule of Income Tax Expense (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Tax expense (benefit) at the statutory rate | $ (8,014,646) | $ (2,309,565) |
State taxes | (1,658,268) | |
Non-deductible items | 702,460 | 620,855 |
Deferred true-ups | 40,912 | (199,782) |
Other | (121,202) | |
Change in valuation allowance | 9,050,744 | 1,888,492 |
Total |
Schedule of Effective Income Ta
Schedule of Effective Income Tax rates (Details) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
U.S. statutory federal rate | 21% | 21% |
State taxes | 4.30% | 0% |
Non-deductible / non-taxable items | (1.80%) | (5.60%) |
Deferred true-up | (0.10%) | 1.80% |
Other | 0.30% | 0% |
Valuation allowance | (23.70%) | (17.20%) |
Total provision | 0% | 0% |
Schedule of Deferred Tax Assets
Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred tax assets: | ||
Net operating loss carry forward | $ 9,551,121 | $ 8,758,337 |
Lease liability | 376,379 | 277,142 |
Intangible assets | 3,618,128 | (3,665,013) |
Capitalized research and development costs | 974,819 | |
Deferred tax assets | 14,520,448 | 7,315,601 |
Deferred tax liabilities: | ||
Fixed assets | (376,379) | (277,142) |
Deferred tax liabilities | (376,379) | (277,142) |
Total gross deferred tax assets | 14,144,068 | 5,093,324 |
Less: Deferred tax asset valuation allowance | (14,144,068) | (5,093,324) |
Total net deferred taxes |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Operating Loss Carryforwards [Line Items] | ||
Net operating loss carry forwards | $ 41,733,000 | $ 34,971,000 |
Federal income tax rate | 21% | 21% |
Remaining deferred tax assets valuation allowance | $ 14,144,068 | $ 5,093,324 |
Domestic Tax Authority [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Research and experimentation amortized period | 5 years | |
Foreign Tax Authority [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Research and experimentation amortized period | 15 years | |
FLORIDA | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating loss carry forwards | $ 18,117,000 | $ 11,354,000 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - Subsequent Event [Member] - USD ($) | 1 Months Ended | ||
May 07, 2023 | Mar. 31, 2023 | Feb. 06, 2023 | |
Subsequent Event [Line Items] | |||
Defaults of covenants, description | If an event constituting an event of default under the Note occurs, including non-payment, defaults of covenants, an adverse judgment for payment of $500,000 or more, defaults on certain other indebtedness, bankruptcy-type events, or failure to maintain directors and officers insurance coverage of at least $1,000,000, and such event of default is not cured with the period specified, the obligations of the Company under the Note will become subject to immediate repayment obligations. | ||
Minimum [Member] | |||
Subsequent Event [Line Items] | |||
Debt principal payment | $ 1,000,000 | ||
Maximum [Member] | |||
Subsequent Event [Line Items] | |||
Debt principal payment | $ 1,250,000 | ||
Common Class D [Member] | Common Stock [Member] | |||
Subsequent Event [Line Items] | |||
Subordinated convertible promissory note | $ 1,000,000 |