Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Mar. 13, 2023 | Jun. 30, 2022 | |
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 | 001-40578 | ||
Entity Registrant Name | AGRIFORCE GROWING SYSTEMS LTD. | ||
Entity Central Index Key | 0001826397 | ||
Entity Incorporation, State or Country Code | A1 | ||
Entity Address, Address Line One | 300 – 2233 Columbia Street | ||
Entity Address, City or Town | Vancouver | ||
Entity Address, State or Province | BC | ||
Entity Address, Country | CA | ||
Entity Address, Postal Zip Code | V5Y 0M6 | ||
City Area Code | (604) | ||
Local Phone Number | 757-0952 | ||
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 | true | ||
Elected Not To Use the Extended Transition Period | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 28,755,938 | ||
Entity Common Stock, Shares Outstanding | 18,156,154 | ||
Documents Incorporated by Reference [Text Block] | List hereunder the following documents if incorporated by reference and the Part of the Form 10-K (e.g., Part I, Part II, etc.) into which the document is incorporated: (1) Any annual report to security holders; (2) Any proxy or information statement; and (3) Any prospectus filed pursuant to Rule 424(b) or (c) under the Securities Act of 1933. The listed documents should be clearly described for identification purposes (e.g., annual report to security holders for fiscal year ended December 24, 1980). | ||
Auditor Name | Marcum LLP | ||
Auditor Location | Costa Mesa, CA | ||
Auditor Firm ID | 688 | ||
Common Shares | |||
Title of 12(b) Security | Common Shares | ||
Trading Symbol | AGRI | ||
Security Exchange Name | NASDAQ | ||
Series A Warrants | |||
Title of 12(b) Security | Series A Warrants | ||
Trading Symbol | AGRIW | ||
Security Exchange Name | NASDAQ |
Consolidated Balance Sheets
Consolidated Balance Sheets | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) |
Current | ||
Cash | $ 2,269,320 | $ 7,775,290 |
Other receivable | 48,941 | 32,326 |
Prepaid expenses and other current assets | 598,342 | 309,040 |
Total current assets | 2,916,603 | 8,116,656 |
Non-current | ||
Property and equipment, net | 121,672 | 40,971 |
Intangible asset | 13,089,377 | 1,477,237 |
Operating lease right-of-use asset | 1,540,748 | |
Lease deposit, non-current | 50,608 | |
Construction in progress | 2,092,533 | 2,079,914 |
Land deposit | 2,085,960 | |
Total assets | 21,846,893 | 11,765,386 |
Current | ||
Accounts payable and accrued liabilities | 1,147,739 | 1,532,312 |
Contingent consideration payable | 753,727 | |
Debentures | 3,941,916 | |
Lease liability – current | 271,110 | |
Total current liabilities | 5,360,765 | 2,286,039 |
Non-current | ||
Deferred rent | 12,954 | |
Lease liability – non-current | 1,250,060 | |
Derivative liabilities | 4,649,115 | 1,418,964 |
Long term loan | 44,300 | 47,326 |
Total liabilities | 11,304,240 | 3,765,283 |
Commitments and contingencies | ||
Shareholders’ equity | ||
Common shares, no par value per share - unlimited shares authorized; 15,795,798 and 15,176,698 shares issued and outstanding at December 31, 2022 and December 31, 2021, respectively | 27,142,762 | 25,637,543 |
Additional paid-in-capital | 16,816,695 | 2,203,343 |
Obligation to issue shares | 93,295 | |
Accumulated deficit | (32,774,094) | (19,900,992) |
Accumulated other comprehensive loss | (642,710) | (33,086) |
Total shareholders’ equity | 10,542,653 | 8,000,103 |
Total liabilities and shareholders’ equity | $ 21,846,893 | $ 11,765,386 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Statement of Financial Position [Abstract] | ||
Common stock, no par value | $ 0 | $ 0 |
Common stock, shares authorized | Unlimited | Unlimited |
Common stock, shares issued | 15,795,798 | 15,176,698 |
Common stock, shares outstanding | 15,795,798 | 15,176,698 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
OPERATING EXPENSES | ||
Wages and salaries | $ 3,923,329 | $ 1,766,491 |
Professional fees | 2,669,022 | 882,146 |
Consulting | 2,561,908 | 1,088,413 |
Office and administrative | 1,327,739 | 780,135 |
Investor and public relations | 907,436 | 748,349 |
Research and development | 615,693 | 474,338 |
Share based compensation | 420,715 | 796,141 |
Sales and marketing | 387,130 | |
Lease expense | 318,962 | 168,315 |
Travel and entertainment | 280,838 | 69,598 |
Shareholder and regulatory | 221,083 | 143,095 |
Depreciation | 22,413 | 11,797 |
Operating loss | (13,656,268) | (6,928,818) |
OTHER EXPENSES / (INCOME) | ||
Foreign exchange gain | (290,079) | (162,976) |
Gain on conversion of convertible debt | (93,973) | |
Change in fair value of derivative liabilities | (3,719,869) | (1,191,383) |
Accretion of interest on debentures | 3,396,578 | 483,529 |
Write-off of deposit | 151,711 | |
Issuance cost related to warrants | 374,465 | |
Loss on extension of debt term | 58,952 | |
Other income | (75,823) | |
Net loss | (12,873,102) | (6,643,116) |
Dividend paid to preferred shareholders | 735,932 | |
Net loss attributable to common shareholders | (12,873,102) | (7,379,048) |
Other comprehensive loss | ||
Foreign currency translation | (609,624) | (152,140) |
Comprehensive loss attributable to common shareholders | $ (13,482,726) | $ (7,531,188) |
Basic and diluted net loss attributed to common share | $ (0.71) | $ (0.66) |
Weighted average number of common shares outstanding – basic and diluted | 18,080,318 | 11,164,311 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Shareholders' Equity - USD ($) | Common Stock [Member] | Preferred Stock [Member] Series A Preferred Stock [Member] | Additional Paid-in Capital [Member] | Obligation To Issue Shares [Member] | Retained Earnings [Member] | AOCI Attributable to Parent [Member] | Total |
Balance, value at Dec. 31, 2020 | $ 5,696,050 | $ 6,717,873 | $ 1,297,566 | $ 94,885 | $ (12,521,944) | $ 119,054 | $ 1,403,484 |
Balance, shares at Dec. 31, 2020 | 8,441,617 | 2,258,826 | |||||
Shares issued for cash | $ 13,262,712 | 13,262,712 | |||||
Shares issued for cash, shares | 3,127,998 | ||||||
Shares issued for conversion of series A Preferred Stock | $ 6,717,873 | $ (6,717,873) | |||||
Shares issued for conversion of series A Preferred Stock, shares | 2,258,826 | (2,258,826) | |||||
Shares issued on exercise of warrants | $ 238,800 | 44,644 | 283,444 | ||||
Shares issued on exercise of warrants, shares | 39,800 | ||||||
Shares issued on cashless exercise of warrants | 64,992 | 64,992 | |||||
Shares issued on cashless exercise of warrants, shares | 36,275 | ||||||
Shares issued on exercise of options | $ 9,123 | $ 9,123 | |||||
Shares issued on exercise of options, shares | 7,018 | 1,120,719 | |||||
Shares issued on cashless exercise of options | |||||||
Shares issued on cashless exercise of options, shares | 820,029 | ||||||
Shares issued for bonus and compensation | $ 648,449 | 648,449 | |||||
Shares issued for bonus and compensation, shares | 159,775 | ||||||
Shares issued for consulting services | $ 381,663 | (1,590) | 380,073 | ||||
Shares issued for consulting services, shares | 76,364 | ||||||
Share issued for settlement of accrued director’s fee | $ 46,783 | 46,783 | |||||
Share issued for settlement of accrued director's fee, shares | 19,992 | ||||||
Shares issued for dividend on Preferred shares | $ 735,932 | (735,932) | |||||
Shares issued for dividend on Preferred Shares, shares | 189,004 | ||||||
Share issue costs | $ (2,099,842) | (2,099,842) | |||||
Share based compensation | 796,141 | 796,141 | |||||
Net loss | (6,643,116) | (6,643,116) | |||||
Foreign currency translation | (152,140) | (152,140) | |||||
Balance, value at Dec. 31, 2021 | $ 25,637,543 | 2,203,343 | 93,295 | (19,900,992) | (33,086) | 8,000,103 | |
Balance, shares at Dec. 31, 2021 | 15,176,698 | ||||||
Shares issued for bonus and compensation | $ 520,230 | 520,230 | |||||
Shares issued for bonus and compensation, shares | 266,765 | ||||||
Shares issued for consulting services | $ 853,457 | (93,295) | 760,162 | ||||
Shares issued for consulting services, shares | 284,767 | ||||||
Share based compensation | 420,715 | 420,715 | |||||
Net loss | (12,873,102) | (12,873,102) | |||||
Foreign currency translation | (609,624) | (609,624) | |||||
Shares issued for conversion of convertible debt | $ 131,532 | 131,532 | |||||
Shares issued for conversion of convertible debt, shares | 67,568 | ||||||
Prefunded warrants issued | 14,192,637 | 14,192,637 | |||||
Balance, value at Dec. 31, 2022 | $ 27,142,762 | $ 16,816,695 | $ (32,774,094) | $ (642,710) | $ 10,542,653 | ||
Balance, shares at Dec. 31, 2022 | 15,795,798 |
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 for the year | $ (12,873,102) | $ (6,643,116) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 22,413 | 11,797 |
Share based compensation | 420,715 | 796,141 |
Shares issued for consulting services | 760,162 | 321,121 |
Shares issued for compensation and bonuses | 520,230 | 134,383 |
Amortization of debt issuance costs | 3,057,825 | 483,529 |
Loss on extension of debt term | 58,952 | |
Write-off of deposit | 151,711 | |
Issuance cost related to warrants | 374,465 | |
Change in fair value of derivative liabilities | (3,719,869) | (1,191,383) |
Gain on debt conversion | (93,973) | |
Changes in operating assets and liabilities: | ||
Other receivables | (16,615) | (23,353) |
Prepaid expenses and other current assets | (274,302) | (235,713) |
Accounts payable and accrued liabilities | 75,552 | 662,173 |
Right-of-use asset | 297,034 | |
Lease liabilities | (255,429) | |
Lease deposit, non-current | (50,608) | |
Deferred rent | 12,954 | |
Net cash used in operating activities | (12,079,359) | (5,136,947) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Acquisition of equipment and leasehold improvements | (104,986) | (25,522) |
Payment against acquisition of intangibles | (500,000) | (225,000) |
Return of deposit on purchase of land | 20,000 | |
Deposit for purchase of land | (12,000) | |
Construction in progress | (55,028) | (744,191) |
Net cash used in investing activities | (640,014) | (1,006,713) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from debentures – net of discount | 12,750,000 | |
Repayment of convertible debentures | (2,805,000) | |
Financing costs of debentures | (1,634,894) | (69,000) |
Payment for acquisition of intangible asset | (750,000) | |
Proceeds from initial public offering | 15,639,990 | |
Payment of IPO costs | (2,279,374) | |
Proceeds from exercise of warrants | 238,800 | |
Proceeds from long term loan | 15,932 | |
Proceeds from senior secured debentures - net | 600,000 | |
Repayment of senior secured debentures | (750,000) | |
Proceeds from exercise of options | 9,123 | |
Net cash provided by financing activities | 7,560,106 | 13,405,471 |
Effect of exchange rate changes on cash | (346,703) | (139,931) |
Change in cash | (5,505,970) | 7,121,880 |
Cash, beginning of year | 7,775,290 | 653,410 |
Cash, end of year | 2,269,320 | 7,775,290 |
Supplemental cash flow information: | ||
Cash paid during the period for interest | 338,753 | |
Supplemental disclosure of non-cash investing and financing transactions | ||
Initial fair value of warrants issued in connection with issuance of debentures | 4,080,958 | |
Initial fair value of conversion feature of debentures | 3,336,535 | |
Prefunded warrants issued related to intangible assets | 12,106,677 | |
Prefunded warrants related to land deposit | 2,085,960 | |
Shares issued for conversion of convertible debt | 131,532 | |
Initial operating lease liability recognized under Topic 842 | 1,776,599 | |
Initial lease right-of-use asset recognized under Topic 842 | 1,837,782 | |
Initial fair value of warrants liability | 374,028 | |
Preferred stock dividend paid in common shares | 735,932 | |
Conversion of Series A preferred stock to common shares | 6,717,873 | |
Unpaid amount related to intangible assets included in accrued expenses | $ 500,000 |
BUSINESS OVERVIEW
BUSINESS OVERVIEW | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
BUSINESS OVERVIEW | 1. BUSINESS OVERVIEW AgriFORCE Growing Systems Ltd. (“AgriFORCE™” of the “Company”) was incorporated as a private company by Articles of Incorporation issued pursuant to the provisions of the Business Corporations Act (British Columbia) The Company is an innovative agriculture-focused technology company that delivers reliable, financially robust solutions for high value crops through our proprietary facility design and automation Intellectual Property to businesses and enterprises globally through our AgriFORCE™ Solutions division (“Solutions”) and delivers nutritious food products through our AgriFORCE™ Brands division (“Brands”). Solutions intends to operate in the plant based pharmaceutical, nutraceutical, and other high value crop markets using its unique proprietary facility design and hydroponics based automated growing system that enable cultivators to effectively grow crops in a controlled environment(“FORCEGH+™”) The Company has designed FORCEGH+™ facilities to produce in virtually any environmental condition and to optimize crop yields to as near their full genetic potential possible whilst substantially eliminating the need for the use of pesticides and/or irradiation. Brands is focused on the development and commercialization of plant-based ingredients and products that deliver healthier and more nutritious solutions. We will market and commercialize both branded consumer product offerings and ingredient supply. |
BASIS OF PREPARATION
BASIS OF PREPARATION | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
BASIS OF PREPARATION | 2. BASIS OF PREPARATION Basis of Presentation The accompanying consolidated financial statements (the “financial statements”) have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The financial statements and accompanying notes are the representations of the Company’s management, who is responsible for their integrity and objectivity. In the opinion of the Company’s management, the financial statements reflect all adjustments, which are normal and recurring in nature, necessary for fair financial statement presentation. Principal of Consolidation Our consolidated financial statements include the accounts of our wholly owned subsidiaries. We consolidate variable interest entities (VIEs) when we have variable interests and are the primary beneficiary. All inter-company balances and transactions have been eliminated on consolidation. These consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries: SCHEDULE OF CONSOLIDATED FINANCIAL STATEMENTS Name of entity: Country of Incorporation Purpose Date of Incorporation AgriFORCE Growing Systems Ltd. Canada Parent Company Dec 22, 2017 un(Think) Food Company Canada Ltd.* Canada Food Product Manufacturing Dec 4, 2019 West Pender Holdings, Inc. United States Real Estate Holding and Development Company Sep 1, 2018 AgriFORCE Investments Inc. United States Holding Company Apr 9, 2019 West Pender Management Co. United States Management Advisory Services Jul 9, 2019 AGI IP Co. United States Intellectual Property Mar 5, 2020 un(Think) Food Company United States Food Product Manufacturing June 20, 2022 * un(Think) Food Company Canada Ltd. changed its name from Daybreak AG Systems Ltd. on August 19, 2022. un(Think) Food Company, a wholly owned subsidiary commenced operations in 2022 and their results are consolidated into the results of the Company. Functional and Reporting Currency The functional currency for each entity included in these consolidated financial statements is the currency of the primary economic environment in which the entity operates. These consolidated financial statements are presented in United States dollars (“U.S. dollars”). Currency conversion to U.S. dollars is performed in accordance with ASC 830, Foreign Currency Matters. Use of Estimates The preparation of our financial statements in accordance with U.S. generally accepted accounting principles requires us to make estimates and assumptions that affect the amounts reported in our consolidated financial statements and accompanying notes. Significant estimates reflected in these financial statements include, but are not limited to, accounting for share-based compensation, valuation of derivative liabilities, valuation of embedded conversion feature, going concern, impairment as well as depreciation method. Actual results could differ from these estimates and those differences could be material. Going Concern The Company has incurred substantial operating losses since its inception, and expects to continue to incur significant operating losses for the foreseeable future and may never become profitable. As reflected in the financial statements, the Company had an accumulated deficit of approximately $ 32.8 12.9 million, and approximately $ 12.1 million of net cash used in operating activities for the year ended December 31, 2022. The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might result from the outcome of this uncertainty. The Company anticipates incurring additional losses until such time, if ever, that it can obtain marketing approval to sell, and then generate significant sales, of its technology that is currently in development. As such it is likely that additional financing will be needed by the Company to fund its operations and to develop and commercialize its technology. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The Company is seeking additional financing to support its growth plans. The sale of additional equity may dilute existing shareholders and newly issued shares may contain senior rights and preferences compared to currently outstanding common shares. |
SIGNIFICANT ACCOUNTING POLICIES
SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
SIGNIFICANT ACCOUNTING POLICIES | 3. SIGNIFICANT ACCOUNTING POLICIES Cash The Company’s cash consists of cash maintained in checking and interest-bearing accounts. The Company accounts for financial instruments with original maturities of three months or less at the date of purchase as cash equivalents. The Company held no Property and Equipment Property and equipment are initially recognized at acquisition cost or manufacturing cost, including any costs directly attributable to bringing the assets to the location and condition necessary for them to be capable of operating in the manner intended by the Company’s management. Property, plant and equipment are subsequently measured at cost less accumulated depreciation and impairment losses. Depreciation is recognized on a straight-line basis to write down the cost less estimated residual value of computer equipment and furniture and fixtures. The following useful lives are applied: SCHEDULE OF ESTIMATED RESIDUAL VALUE OF COMPUTER EQUIPMENT AND FURNITURE AND FIXTURES Computer equipment 3 Furniture and fixtures 7 Leasehold improvements Lower of estimated useful life or remaining lease term Gains or losses arising on the disposal of property, plant and equipment are determined as the difference between the disposal proceeds and the carrying amount of the assets and are recognized in profit or loss within other income or other expenses. Construction in progress includes construction progress payments, deposits, engineering costs, interest expense for debt financing on long-term construction projects and other costs directly related to the construction of the facilities. Expenditures are capitalized during the construction period and construction in progress is transferred to the relevant class of property and equipment when the assets are available for use, at which point the depreciation of the asset commences. Definite Lived Intangible Asset Definite lived intangible asset consists of a granted patent. Amortization is computed using the straight-line method over the estimated useful lives of the asset. Estimated useful lives of the granted patent is 20 Impairment of Long-Lived Assets The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. In order to determine if assets have been impaired, assets are grouped and tested at the lowest level for which identifiable independent cash flows are available (“asset group”). An impairment loss is recognized when the sum of projected undiscounted cash flows is less than the carrying value of the asset group. The measurement of the impairment loss to be recognized is based on the difference between the fair value and the carrying value of the asset group. Fair value can be determined using a market approach, income approach or cost approach. The reversal of impairment losses is prohibited. Convertible Instruments The Company evaluates and accounts for conversion options embedded in its convertible instruments in accordance with ASC 815, Derivatives and Hedging (“ASC 815”), which provides that if three criteria are met, the Company is required to bifurcate conversion options from their host instruments and account for them as free-standing derivative financial instruments. These three criteria include circumstances in which; (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract; (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur; and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. ASC 815 also provides an exception to this rule when the host instrument is deemed to be conventional as defined under professional standards as “The Meaning of Conventional Convertible Debt Instrument.” The Company accounts for convertible instruments (when it has determined that the embedded conversion options should not be bifurcated from their host instruments) in accordance with professional standards when “Accounting for Convertible Securities with Beneficial Conversion Features,” as those professional standards pertain to “Certain Convertible Instruments.” Accordingly, the Company records, when necessary, discounts to convertible notes for the intrinsic value of conversion options embedded in debt instruments based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. Debt discounts under these arrangements are amortized over the term of the related debt to their earliest date of redemption. The Company also records when necessary deemed dividends for the intrinsic value of conversion options embedded in preferred shares based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. ASC 815 provides that, among other things, generally, if an event is not within the entity’s control could or require net cash settlement, then the contract shall be classified as an asset or a liability. Leases The Company determines at the inception of a contract if the arrangement is or contains a lease. A contract is or contains a lease if the contract gives the right to control the use of an identified asset for a period of time in exchange for consideration. The Company classifies leases at the lease commencement date as operating or finance leases and records a right-of-use asset and a lease liability on the balance sheet for all leases with an initial lease term of greater than 12 months 12 months The Company’s contracts can contain both lease and non-lease components. The non-lease components may include maintenance, utilities, and other operating costs. The Company combines the lease and non-lease components of fixed costs in its leases as a single lease component. Variable costs, such as utilities or maintenance costs, are not included in the measurement of right-of-use assets and lease liabilities. These costs are expensed when the event determining the amount of variable consideration to be paid occurs. Lease liabilities and their corresponding right-of-use assets are recorded based on the present value of future lease payments over the expected lease term. The Company determines the present value of future lease payments by using its estimated secured incremental borrowing rate for that lease term as the interest rate implicit in the lease is not readily determinable. The Company estimates its incremental borrowing rate for each lease based on the rate of interest that the Company would have to pay to borrow an amount equal to the lease payments over a similar term. Revenue Recognition The Company has not recorded any revenues since its inception. However, in the future, the Company expects to generate returns from any or all the revenue sources below from its customers: ● Rental income from facilities ● Sales revenue from nutritious food products ● Intellectual property income from the license of the facilities ● Management and advisory fees from management service contracts On January 1, 2018, the Company early adopted ASU No. 2014-09, Revenue from Contracts with Customers Loss per Common Share The Company presents basic and diluted loss per share data for its common shares. Basic loss per common share is calculated by dividing the profit or loss attributable to common shareholders of the Company by the weighted average number of common shares outstanding during the year. The number of common shares used in the loss per shares calculation includes all outstanding common shares plus all common shares issuable for which there are no conditions to issue other than time. Diluted loss per common share is calculated by adjusting the weighted average number of common shares outstanding to assume conversion of all potentially dilutive share equivalents, such as stock options and warrants and assumes the receipt of proceeds upon exercise of the dilutive securities to determine the number of shares assumed to be purchased at the average market price during the year. Research and Development Expenditure on research and development activities, undertaken with the prospect of gaining new scientific or technical knowledge and understanding, is recognized as expense when incurred. Foreign Currency Transactions The financial statements of the Company and its subsidiaries whose functional currencies are the local currencies are translated into U.S. dollars for consolidation as follows: assets and liabilities at the exchange rate as of the balance sheet date, shareholders’ equity at the historical rates of exchange, and income and expense amounts at the average exchange rate for the period. Translation adjustments resulting from the translation of the subsidiaries’ accounts are included in “Accumulated other comprehensive income” as equity in the consolidated balance sheets. Transactions denominated in currencies other than the applicable functional currency are converted to the functional currency at the exchange rate on the transaction date. At period end, monetary assets and liabilities are remeasured to the reporting currency using exchange rates in effect at the balance sheet date. Non-monetary assets and liabilities are remeasured at historical exchange rates. Gains and losses resulting from foreign currency transactions are included within non-operating expenses. Fair value of Financial Instruments The fair value of the Company’s accounts receivable, accounts payable and other current liabilities approximate their carrying amounts due to the relative short maturities of these items. As part of the issuance of debentures on March 24, 2021 and June 30, 2022, the Company issued warrants having strike price denominated in U.S. Dollars. This creates an obligation to issue shares for a price that is not denominated in the Company’s functional currency and renders the warrants not indexed to the Company’s stock, and therefore, must be classified as a derivative liability and measured at fair value. On the same basis, the Series A Warrants and the representative warrants issued as part of the IPO are also classified as a derivative liability and measured at fair value. The fair value of the Company’s warrants is determined in accordance with FASB ASC 820, “Fair Value Measurement,” which establishes a fair value hierarchy that prioritizes the assumptions (inputs) to valuation techniques used to price assets or liabilities that are measured at fair value. The hierarchy, as defined below, gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The guidance for fair value measurements requires that assets and liabilities measured at fair value be classified and disclosed in one of the following categories: ● Level 1: Defined as observable inputs, such as quoted (unadjusted) prices in active markets for identical assets or liabilities. ● Level 2: Defined as observable inputs other than quoted prices included in Level 1. This includes quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. ● Level 3: Defined as unobservable inputs to the valuation methodology that are supported by little or no market activity and that are significant to the measurement of the fair value of the assets or liabilities. Level 3 assets and liabilities include those whose fair value measurements are determined using pricing models, discounted cash flow methodologies or similar valuation techniques, as well as significant management judgment or estimation. As of December 31, 2022, the Company’s warrant liability related to IPO warrants and representative’s warrant amounting to $ 275,115 1,418,964 4,374,000 nil Income Taxes Current tax expense is the expected tax payable on the taxable income for the period, using tax rates enacted at period-end. Deferred tax assets, including those arising from tax loss carryforwards, requires management to assess the likelihood that the Company will generate sufficient taxable earnings in future periods in order to utilize recognized deferred tax assets. Assumptions about the generation of future taxable profits depend on management’s estimates of future cash flows. In addition, future changes in tax laws could limit the ability of the Company to obtain tax deductions in future periods. To the extent that future cash flows and taxable income differ significantly from estimates, the ability of the Company to realize the net deferred tax assets recorded at the reporting date could be impacted. The Company operates in various tax jurisdictions and is subject to audit by various tax authorities. The Company records uncertain tax positions based on a two-step process whereby (1) a determination is made as to whether it is more likely than not that the tax positions will be sustained based on the technical merits of the position and (2) for those tax positions that meet the more-likely-than-not recognition threshold the Company recognizes the largest amount of tax benefit that is greater than 50% likely to be realized upon ultimate settlement with the related tax authority. The Company’s policy is to recognize interest and penalties accrued on any unrecognized tax benefits as a component of income tax expense. Significant judgment is required in the identification of uncertain tax positions and in the estimation of penalties and interest on uncertain tax positions. There were no material uncertain tax positions as of December 31, 2022 and 2021. Share Based Compensation The Company generally uses the straight-line method to allocate compensation cost to reporting periods over each optionee’s requisite service period, which is generally the vesting period, and estimates the fair value of stock-based awards to employees and directors using the Black-Scholes option-valuation model (the “Black-Scholes model”). . This model incorporates certain assumptions for inputs including a risk-free market interest rate, expected dividend yield of the underlying common stock, expected option life, and expected volatility in the market value of the underlying common stock. The Company recognizes any forfeitures as they occur. Recent Accounting Pronouncements The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, as modified by the Jumpstart Our Business Start-ups Act of 2012, (the “JOBS Act”). Section 107 of the JOBS Act provides that an emerging growth company can take advantage of the extended transition period provided in Section 13(a) of the Securities Exchange Act of 1934, as amended, for complying with new or revised accounting standards applicable to public companies. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), which requires lessees to recognize leases on balance sheet and disclose key information about leasing arrangements. Topic 842 was subsequently amended by ASU No. 2018-01, Land Easement Practical Expedient for Transition to Topic 842; ASU No. 2018-10, Codification Improvements to Topic 842, Leases; and ASU No. 2018-11, Targeted Improvements. The new standard establishes a right-of-use (“ROU”) model that requires a lessee to recognize a ROU asset and lease liability on the balance sheet for all leases with a term longer than 12 months. Leases will be classified as finance or operating, with classification affecting the pattern and classification of expense recognition in the income statement. The Company adopted ASC 842 as of January 1, 2022 using the optional transition method to apply the standard as of the effective date. Accordingly, previously reported financial statements, including footnote disclosures, have not been recast to reflect the application of the new standard to all comparative periods presented. The new standard also provides practical expedients for an entity’s ongoing accounting as a lessee. The Company elected to utilize the practical expedient to not separate lease and non-lease components for its existing lease. The Company has also elected not to present short-term leases on the consolidated balance sheet as these leases have a lease term of 12 months or less at lease inception and do not contain purchase options or renewal terms that the Company is reasonably certain to exercise. All other lease assets and lease liabilities are recognized based on the present value of lease payments over the lease term at commencement date. Because the Company’s lease does not provide an implicit rate of return, it used its incremental borrowing rate based on the information available at adoption date in determining the present value of lease payments. Adoption of the new lease standard on January 1, 2022 had a material impact on the Company’s consolidated financial statements. The most significant impacts related to the recognition of ROU assets of $ 1,776,599 1,837,782 In August 2020, the FASB issued ASU 2020-06 “Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity” (“ASU 2020-06”). The intention of ASU 2020-06 is to address the complexities in accounting for certain financial instruments with a debt and equity component. Under ASU 2020-06, the number of accounting models for convertible notes will be reduced and entities that issue convertible debt will be required to use the if-converted method for the computation of diluted “Earnings per share” under ASC 260. ASC 2020-06 is effective for fiscal years beginning after December 15, 2021 and may be adopted through either a modified retrospective method of transition or a fully retrospective method of transition. ASC 2020-06 is effective for emerging growth companies for fiscal years beginning after December 15, 2023. We are currently assessing the impact this guidance will have on our financial statements. In June 2016, the FASB issued ASU 2016-13, “Financial Instruments – Credit Losses.” The standard, including subsequently issued amendments, requires a financial asset measured at amortized cost basis, such as accounts receivable and certain other financial assets, to be presented at the net amount expected to be collected based on relevant information about past events, including historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount. This ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years, and requires the modified retrospective approach. Early adoption is permitted. Based on the composition of the Company’s trade receivables and other financial assets, current market conditions, and historical credit loss activity, the Company is currently in the process of evaluating the impact of this guidance on our financial statements. In October 2021, the Financial Accounting Standards Board (“FASB”) issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. Under ASU 2021-08, an acquirer must recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Topic 606. The guidance is effective for interim and annual periods beginning after December 15, 2022, with early adoption permitted. The Company is currently in the process of evaluating the impact of this guidance on our financial statements. Other accounting standards that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on the consolidated financial statements upon adoption. The Company does not discuss recent pronouncements that are not anticipated to have an impact on or are unrelated to its financial condition, results of operations, cash flows or disclosures. |
PREPAID EXPENSES AND OTHER CURR
PREPAID EXPENSES AND OTHER CURRENT ASSETS AND LAND DEPOSIT | 12 Months Ended |
Dec. 31, 2022 | |
Prepaid Expenses And Other Current Assets And Land Deposit | |
PREPAID EXPENSES AND OTHER CURRENT ASSETS AND LAND DEPOSIT | 4. PREPAID EXPENSES AND OTHER CURRENT ASSETS AND LAND DEPOSIT SCHEDULE OF PREPAID EXPENSES AND OTHER CURRENT ASSETS December 31, 2022 December 31, 2021 Deposits $ 12,000 $ 32,000 Legal retainer 24,457 33,692 Prepaid expenses 436,496 214,445 Deferred offering costs 100,337 - Others 25,052 28,903 Prepaid expenses, other current assets $ 598,342 $ 309,040 On August 31, 2022, the Company signed a purchase and sale agreement with Stronghold Power Systems, Inc. (“Stronghold”), to purchase approximately seventy acres of land located in the City of Coachella as well as the completion of certain permitting, zoning, and infrastructure work by Stronghold for a total purchase price of $ 4,300,000 (i) $ 1,500,000 (ii) A first stock deposit of $ 1,700,000 695,866 (iii) A second stock deposit $ 1,100,000 450,266 At December 31, 2022 the $ 2,085,960 |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | 5. PROPERTY AND EQUIPMENT Property and equipment consist of the following: SCHEDULE OF PROPERTY AND EQUIPMENT December 31, 2022 December 31, 2021 Leasehold improvements $ 86,979 $ - Computer equipment 39,112 22,708 Furniture and fixtures 37,590 39,997 Total property and equipment 163,681 62,705 Less: Accumulated depreciation (42,009 ) (21,734 ) Property and equipment, net $ 121,672 $ 40,971 Depreciation expense on property and equipment, was $ 22,413 11,797 |
CONSTRUCTION IN PROGRESS
CONSTRUCTION IN PROGRESS | 12 Months Ended |
Dec. 31, 2022 | |
Construction In Progress | |
CONSTRUCTION IN PROGRESS | 6. CONSTRUCTION IN PROGRESS The Company engaged outside contractors to begin construction work on its first facility. As of December 31, 2022, $ 2,092,533 2,079,914 |
INTANGIBLE ASSET
INTANGIBLE ASSET | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSET | 7. INTANGIBLE ASSET Intangible asset represents $ 13,089,377 (December 31, 2021 - $ 1,477,237 ) for intellectual property (“Manna IP”) acquired under an asset purchase agreement with Manna Nutritional Group, LLC (“Manna”) dated September 10, 2021. The Manna IP encompasses patent-pending technologies to naturally process and convert grain, pulses and root vegetables, resulting in low-starch, low-sugar, high-protein, fiber-rich baking flour products, as well as a wide range of breakfast cereals, juices, natural sweeteners and baking enhancers. The Company paid $ 1,475,000 7,379,969 12,106,677 492,300 . Subject to a 9.99 Subsequent to the year end, Manna satisfied all of its contractual obligations when the patent was approved by the US Patents Office and title was transferred to the Company. The Company issued 1,637,049 Based on the terms above and in conformity with US GAAP, the Company accounted for purchase as an asset acquisition and has deemed the asset purchased as an in-process research and development. The Company has further deemed the asset to be of indefinite life until the completion of the associated research and development activities. Once completed and commercialized, the asset will be amortized over its useful life. |
ACCOUNTS PAYABLE AND ACCRUED LI
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES | 12 Months Ended |
Dec. 31, 2022 | |
Payables and Accruals [Abstract] | |
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES | 8. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED LIABILITIES December 31, 2022 December 31, 2021 Accounts payable $ 498,188 $ 414,117 Accrued expenses 365,521 981,027 Others 284,030 137,168 Accounts Payable and Accrued Liabilities $ 1,147,739 $ 1,532,312 Accrued expenses as of December 31, 2021, included $ 500,000 |
DEBENTURES
DEBENTURES | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
DEBENTURES | 9. DEBENTURES On March 24, 2021, the Company entered into a securities purchase agreement with certain investors for the purchase of $ 750,000 600,000 June 24, 2021 69,000 On June 24, 2021, the due date was extended, for which the Company paid an extension fee of 10,000 60,000 As part of the bridge loan, the debenture holder was issued warrants (the “Bridge Warrants”) to purchase 93,938 common shares for up to three years of the issuance date with a strike price of $ 3.99 per share. On June 30, 2022, the Company executed the definitive agreement with certain institutional investors (the “Investors”) for a $ 14,025,000 10 12,750,000 5 6 8 th 8 2.22 5,000,000 33,000,000 4,106,418 2.442 December 31, 2025 1,634,894 The following table summarizes our outstanding debentures as of the dates indicated: SCHEDULE OF OUTSTANDING DEBENTURES Maturity Cash Interest Rate December 31, 2022 Principal (initial) 12/31/2024 5.00 8.00 % $ 14,025,000 Repayments and conversions (2,955,000 ) Debt issuance costs and discounts (Note 9 & 11) (7,128,084 ) Total Debentures (current) $ 3,941,916 During the year ended December 31, 2022, the Investors converted $ 150,000 67,568 93,973 Subsequent to the year end, the Investors purchased an additional tranche of $ 5,076,923 1.24 1.24 |
LONG TERM LOAN
LONG TERM LOAN | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
LONG TERM LOAN | 10. LONG TERM LOAN During the year ended December 31, 2020, the Company entered into a loan agreement with Alterna Bank for a principal amount of $ 29,533 31,417 40,000 The Program, as set out by the Government of Canada, requires that the funds from this loan shall only be used by the Company to pay non-deferrable operating expenses including, without limitation, payroll, rent, utilities, insurance, property tax and regularly scheduled debt service, and may not be used to fund any payments or expenses such as prepayment/refinancing of existing indebtedness, payments of dividends, distributions and increases in management compensation. In April 2021, the Company applied for an additional loan with Alterna Bank under the Program and received $ 14,767 20,000 15,909 60,000 The loan is interest free for an initial term that ends on December 31, 2023 20,000 5 January 31, 2024 to December 31, 2025. The balance at December 31, 2022 was $ 44,300 (CAD $ 60,000 47,326 60,000 |
DERIVATIVE LIABILITIES
DERIVATIVE LIABILITIES | 12 Months Ended |
Dec. 31, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
DERIVATIVE LIABILITIES | 11. DERIVATIVE LIABILITIES The Company’s derivative liabilities consist of warrants, denominated in a currency other than the Company’s functional currency (the “Warrant Liabilities”) and conversion rights embedded in the Debentures, see Note 9 (the “Debenture Convertible Features”). Warrant Liabilities As of December 31, 2022, the Warrant Liabilities represent aggregate fair value of publicly traded 3,088,198 135,999 4,106,418 The fair value of the IPO Warrants and Rep Warrants amount to $ 275,115 (December 31, 2021 - $ 1,418,964 ) and were categorized as a Level 1 financial instrument. The Rep Warrants are exercisable one year from the effective date of the IPO registration statement and will expire three years after the effective date. The fair value of the Debenture Warrants amounted to $ 2,917,000 4,080,958 1.13 2.31 nil nil 95.0 58.3 4.22 3.14 3 3.5 The changes in the fair value of the Bridge Warrants ($ 203,456 64,992 , determined using the Black-Scholes option pricing model and the following assumptions; stock price $ 2.16 , dividend yield – nil , expected volatility 73 %, risk free rate of return 0.94 %, expected term of 3 years. Debenture Convertible Features On June 30, 2022, the Company issued Debentures with an equity conversion feature, see Note 9. The fair value of the Debentures’ convertible features was $ 3,336,535 1,457,000 1.13 2.31 nil nil 95.0 101.0 4.41 3.14 13.65 2 1 Changes in the fair value of Company’s Level 1 and 3 financial instruments for the year ended December 31, 2022 were as follows: SCHEDULE OF CHANGES IN THE FAIR VALUE OF COMPANY'S LEVEL 3 FINANCIAL INSTRUMENTS Level 1 Level 3 Level 3 IPO and Rep Warrants Debenture Warrants Debenture Convertible Feature Total Balance at December 31, 2021 $ 1,418,964 $ - $ - $ 1,418,964 Additions - 4,080,958 3,336,535 7,417,493 Conversions - - (63,723 ) (63,723 ) Change in fair value (1,086,562 ) (966,141 ) (1,667,166 ) (3,719,869 ) Effect of exchange rate changes (57,287 ) (197,817 ) (148,646 ) (403,750 ) Balance at December 31, 2022 $ 275,115 $ 2,917,000 $ 1,457,000 $ 4,649,115 Due to the expiry date of the warrants and conversion feature being subsequent to December 31, 2023, the liabilities have been classified as non-current. |
SHARE CAPITAL
SHARE CAPITAL | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
SHARE CAPITAL | 12. SHARE CAPITAL a) Authorized Share Capital On March 1, 2019, the Company changed its share structure to replace Class – A voting shares with Common voting Shares, eliminated Class-B non-voting shares, and created a new series of Preferred shares with no par value and unlimited number of shares. Holders of Preferred shares shall be entitled to receive distribution ahead of holders of Common shares. In addition, Preferred shareholders are also entitled to a fixed premium (if specifically provided in the special rights and restrictions attached to a specific series of Preferred shares), prior to any distributions to holders of Common shares in the event of dissolution, liquidation or winding-up of the Company. b) Issued Share Capital The Company had the following common share transactions during the year ended December 31, 2022: SCHEDULE OF SHARE CAPITAL # of shares Amount Common shares issued for bonuses and compensation 266,765 $ 520,230 Common shares issued for conversion of convertible debt 67,568 131,532 Common shares issued to consultants 284,767 853,457 Total common shares issued 619,100 $ 1,505,219 The Company had the following common share transactions during the year ended December 31, 2021: # of shares Amount Common shares issued for cash 3,127,998 $ 13,262,712 Common shares issued for conversion of series A preferred stock 2,258,826 6,717,873 Common shares issued on exercise of warrants 39,800 238,800 Common shares issued on cashless exercise of warrants 36,275 - Common shares issued on exercise of options 7,018 9,123 Common shares issued on cashless exercise of options 820,029 - Common shares issued for bonus and compensation 159,775 648,449 Common shares issued for consulting services 76,364 381,663 Common shares issued for settlement of accrued director’s fee 19,992 46,783 Common shares issued for dividend on preferred shares 189,004 735,932 Share issue costs - (2,099,842 ) Total common shares issued 6,735,081 $ 19,941,493 c) Stock Options The Company has adopted a stock option plan (the “Option Plan”) for its directors, officers, employees and consultants to acquire common shares of the Company. The terms and conditions of the stock options are determined by the Board of Directors. On May 28, 2019, at the Company’s annual general meeting, shareholders approved an amendment to the Option Plan to increase the number of authorized shares subject to the Option Plan to 15 For the year ended December 31, 2022, the Company recorded aggregate share-based compensation expense of $ 420,715 796,141 As of December 31, 2022, 1,382,629 (December 31, 2021 – 717,019 ) Options were outstanding at a weighted average exercise price of $ 3.30 (December 31, 2021 - $ 5.63), of which 414,305 (December 31, 2021 – 280,938 ) were exercisable. The amounts recognized as share-based payments and stock options are included in share-based compensation on the Statement of Loss and Comprehensive Loss. As of December 31, 2022, there was $ 538,358 634,626 2 3 The following summarizes stock option activity during the years ended December 31, 2022 and 2021: SCHEDULE OF STOCK OPTION ACTIVITY Number of Options Weighted Average Exercise Price Weighted Average Remaining Life (years) Balance at December 31, 2020 1,450,918 $ 2.01 4.38 Granted 509,788 $ 7.00 4.47 Exercised (1,120,719 ) $ 3.23 - Forfeited (28,947 ) $ 4.75 - Cancelled (94,021 ) $ 6.70 - Balance at December 31, 2021 717,019 $ 5.63 4.48 Granted 747,060 $ 1.14 4.48 Forfeited (25,542 ) $ 7.00 - Cancelled (55,908 ) $ 4.27 - Balance at December 31, 2022 1,382,629 $ 3.30 4.24 The Company’s outstanding and exercisable stock options at December 31, 2022 were: SCHEDULE OF OUTSTANDING AND EXERCISABLE STOCK OPTIONS Outstanding Options Exercisable Options Expiry Date Number Weighted Average Remaining Life (years) Weighted Average Exercise Price Number Weighted Average Exercise Price $ $ June 30, 2026 210,489 3.50 3.51 210,489 3.51 May 31, 2026 320,351 3.42 7.00 160,176 7.00 July 15, 2026 55,445 3.54 7.00 23,100 7.00 September 30, 2026 49,284 3.75 7.00 20,540 7.00 November 18, 2027 747,060 4.88 1.14 - - Total Share Options 1,382,629 4.24 3.30 414,305 5.23 The following table summarizes the Company’s assumptions used in the valuation of options granted during the year ended December 31, 2022 and December 31, 2021: SCHEDULE OF WEIGHTED AVERAGE ASSUMPTIONS December 31, 2022 December 31, 2021 Expected volatility 78.05 % 80.00 % Expected term (in years) 3.07 3.31 Risk-free interest rate 3.35 % 0.92 % Fair value of options $ 0.60 $ 2.59 d) Warrants The Company’s outstanding warrants as of December 31, 2022 were: SCHEDULE OF OUTSTANDING WARRANTS Number of warrants Weighted average exercise price Expiry Date $ Outstanding, December 31, 2020 2,546,065 7.46 Granted July 12, 2021 3,263,997 6.00 July 12, 2024 Granted July 28, 2021 93,938 3.99 July 28, 2024 Exercised in 2021 (133,738 ) 4.59 n/a Outstanding, December 31, 2021 5,770,262 5.91 Granted June 30, 2022 4,106,418 2.44 a December 30, 2025 Outstanding, December 31, 2022 9,876,680 4.91 (a) Subsequent to the year end, the issuance of additional tranches of Debentures triggered the down round provision, adjusting the exercise prices of the Debenture Warrants to $ 1.24 e) Loss per Common Share Diluted net loss attributable to common shareholders per share does not differ from basic net loss attributable to common shareholders per share for the years ended December 31, 2022 and December 31, 2021, since the effect of the Company’s warrants, stock options and convertible debentures are anti-dilutive. Potentially dilutive securities that are not included in the calculation of diluted net loss per share because their effect is anti-dilutive are as follows (in common equivalent shares): ANTI-DILUTIVE SECURITIES EXCLUDED FROM COMPUTATION OF EARNINGS PER SHARE December 31, 2022 December 31, 2021 Warrants 9,876,680 5,770,262 Options 1,382,629 717,019 Prefunded warrants 1,146,132 - Convertible debentures 4,986,486 - Total anti-dilutive weighted average shares 17,391,927 6,487,281 |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | 13. INCOME TAXES For the year ended December 31, 2022 and 2021, loss before income tax provision consisted of the following: SUMMARY OF INCOME TAX PROVISION December 31, 2022 December 31, 2021 Domestic operations - Canada $ (11,753,662 ) $ (6,202,837 ) Foreign operations - United States (1,119,440 ) (440,279 ) Total loss before taxes $ (12,873,102 ) $ (6,643,116 ) Income tax expense (benefit) consists of the following for the years ended December 31, 2022 and December 31, 2021: SCHEDULE OF COMPONENTS OF INCOME TAX December 31, 2022 December 31, 2021 Loss before taxes $ (12,873,102 ) $ (6,643,116 ) Statutory tax rate 27.00 % 27.00 % Income taxes at the statutory rate $ (3,475,738 ) $ (1,793,641 ) Change in fair value of derivative liabilities (1,032,824 ) (321,674 ) Non-deductible accretion interest 747,719 - Stock-based compensation 484,035 253,556 Share issue costs (108,685 ) (112,812 ) Foreign currency translation 298,876 - Other 63,035 111,874 Total $ (3,023,582 ) $ (1,862,697 ) Change in valuation allowance $ 3,023,582 $ 1,862,697 Total income tax expense (benefit) $ - $ - The Company is subject to Canadian federal and provincial tax for the estimated assessable profit for the years ended December 31, 2022 and 2021 at a rate of 27 Deferred income taxes reflect the net tax effect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. A valuation allowance is provided for deferred tax assets if it is more likely than not that we will not realize those tax assets through future operations. Significant components of the Company’s deferred taxes are as follows: SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES December 31, 2022 December 31, 2021 Deferred tax assets: Unused net operating losses carry forward - Canada and United States $ 7,572,932 $ 4,459,457 Unused capital losses carry forward - 40,962 Share issue costs 130,732 174,377 Other (5,286 ) - Total deferred tax assets 7,698,378 4,674,796 Valuation allowance (7,698,378 ) (4,674,796 ) $ - $ - The Company has non-capital losses of $ 25.8 million as of December 31, 2022 and $ 15.7 million as of December 31, 2021, which are due to expire between 2038 and 2042 and which can be used to offset future taxable income in Canada. For foreign operations in United States, aggregate net operating losses are $ 2.2 million as of December 31, 2022 and $ 0.9 million as of December 31, 2021 which can be carried forward indefinitely. The Company has no 0.2 million as of December 31, 2021. Non-Capital Losses in Canada can be carried forward after change of ownership, if the particular business which gave rise to the loss is carried on by the company for profit or with a reasonable expectation of profit. Certain accumulated net operating losses in United States are subject to an annual limitation from equity shifts, which constitute a change of ownership as defined under Internal Revenue Code (“IRC”) Section 382. These rules will limit the utilization of the losses. The Company files income tax returns in Canada and the United States and is subject to examination in these jurisdictions for all years since the Company’s inception in 2017. As at December 31, 2022, no tax authority audits are currently underway. The Company currently has no uncertain tax position and is therefore not reflecting any adjustments. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | 14. RELATED PARTY TRANSACTIONS Key management personnel include those persons having the authority and responsibility of planning, directing, and executing the activities of the Company. The Company has determined that its key management personnel consist of the Company’s officers and directors. As of December 31, 2022, $ 32,500 47,461 During the year ended December 31, 2022 and 2021, the Company incurred $ 79,457 66,246 No 13,158 There were no other payments to related parties for the year ended December 31, 2022 and 2021 other than expense reimbursements in the ordinary course of business. |
RESEARCH AND DEVELOPMENT
RESEARCH AND DEVELOPMENT | 12 Months Ended |
Dec. 31, 2022 | |
Research and Development [Abstract] | |
RESEARCH AND DEVELOPMENT | 15. RESEARCH AND DEVELOPMENT During the year ended December 31, 2022, the Company spent $ 615,693 474,338 December 31, 2021 in research and development costs in relation to the license agreement with Radical Clean Solutions Ltd (“Radical”), the testing, nutrient and micro analysis for UN(THINK)™ food product development as well as costs of design and construction for the Coachella land and its future structure architecture. The following represents the breakdown of research and development activities: SCHEDULE OF RESEARCH AND DEVELOPMENT COSTS December 31, 2022 December 31, 2021 License agreement $ 256,703 $ - Product development 179,563 296,931 Design and construction 179,427 177,407 Research and development costs $ 615,693 $ 474,338 |
LEASES
LEASES | 12 Months Ended |
Dec. 31, 2022 | |
Leases | |
LEASES | 16. LEASES The Company has entered into an operating lease for office space. At December 31, 2022, the remaining lease term is seven years 7.0 no The components of lease expenses were as follows: SCHEDULE OF LEASE EXPENSES December 31, 2022 Operating lease cost $ 295,601 Short-term lease cost 23,361 Total lease expenses $ 318,962 The minimum future payments under the lease for our continuing operations in each of the years ending December 31 is as follows: SCHEDULE OF FUTURE PAYMENTS UNDER LEASE 2023 $ 271,110 2024 280,409 2025 296,350 2026 296,350 2027 296,350 Subsequent years 518,613 Total minimum lease payments 1,959,182 Less: imputed interest (438,012 ) Total lease liability 1,521,170 Current portion of lease liability (271,110 ) Non-current portion of lease liability $ 1,250,060 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | 17. COMMITMENTS AND CONTINGENCIES Debenture principal repayments The following table summarizes the future principal payments related to our outstanding debt as of December 31, 2022: SUMMARY OF FUTURE PRINCIPAL PAYMENTS OUTSTANDING 2023 $ 6,732,000 2024 4,338,000 Long Term Debt $ 11,070,000 Contingencies As at December 31, 2022, the Company had no contingencies or litigation to disclose. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | 18. SUBSEQUENT EVENTS The Company evaluated subsequent events through March 13, 2023, the date on which these financial statements were available to be issued, to ensure that this filing includes appropriate disclosure of events both recognized in the financial statements as of December 31, 2022, and events which occurred subsequent to December 31, 2022 but were not recognized in the financial statements. On January 17 and 18, 2023, the Investors purchased additional tranches totaling $ 5,076,923 2,661,289 1.24 1.24 881,400 710,807 Subsequent to the year ended December 31, 2022, the Company issued 1,637,049 Subsequent to the year ended December 31, 2022, the Company issued 12,500 On January 24, 2023, the Company entered a binding letter of intent (“BP LOI”) to acquire Berry People LLC (“Berry People”), a U.S. based berry business. The BP LOI sets forth a purchase price of $28 million, consisting of $18.2 million in cash and $9.8 million in restricted shares to acquire 70% of Berry People. |
SIGNIFICANT ACCOUNTING POLICI_2
SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Cash | Cash The Company’s cash consists of cash maintained in checking and interest-bearing accounts. The Company accounts for financial instruments with original maturities of three months or less at the date of purchase as cash equivalents. The Company held no |
Property and Equipment | Property and Equipment Property and equipment are initially recognized at acquisition cost or manufacturing cost, including any costs directly attributable to bringing the assets to the location and condition necessary for them to be capable of operating in the manner intended by the Company’s management. Property, plant and equipment are subsequently measured at cost less accumulated depreciation and impairment losses. Depreciation is recognized on a straight-line basis to write down the cost less estimated residual value of computer equipment and furniture and fixtures. The following useful lives are applied: SCHEDULE OF ESTIMATED RESIDUAL VALUE OF COMPUTER EQUIPMENT AND FURNITURE AND FIXTURES Computer equipment 3 Furniture and fixtures 7 Leasehold improvements Lower of estimated useful life or remaining lease term Gains or losses arising on the disposal of property, plant and equipment are determined as the difference between the disposal proceeds and the carrying amount of the assets and are recognized in profit or loss within other income or other expenses. Construction in progress includes construction progress payments, deposits, engineering costs, interest expense for debt financing on long-term construction projects and other costs directly related to the construction of the facilities. Expenditures are capitalized during the construction period and construction in progress is transferred to the relevant class of property and equipment when the assets are available for use, at which point the depreciation of the asset commences. |
Definite Lived Intangible Asset | Definite Lived Intangible Asset Definite lived intangible asset consists of a granted patent. Amortization is computed using the straight-line method over the estimated useful lives of the asset. Estimated useful lives of the granted patent is 20 |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. In order to determine if assets have been impaired, assets are grouped and tested at the lowest level for which identifiable independent cash flows are available (“asset group”). An impairment loss is recognized when the sum of projected undiscounted cash flows is less than the carrying value of the asset group. The measurement of the impairment loss to be recognized is based on the difference between the fair value and the carrying value of the asset group. Fair value can be determined using a market approach, income approach or cost approach. The reversal of impairment losses is prohibited. |
Convertible Instruments | Convertible Instruments The Company evaluates and accounts for conversion options embedded in its convertible instruments in accordance with ASC 815, Derivatives and Hedging (“ASC 815”), which provides that if three criteria are met, the Company is required to bifurcate conversion options from their host instruments and account for them as free-standing derivative financial instruments. These three criteria include circumstances in which; (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract; (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur; and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. ASC 815 also provides an exception to this rule when the host instrument is deemed to be conventional as defined under professional standards as “The Meaning of Conventional Convertible Debt Instrument.” The Company accounts for convertible instruments (when it has determined that the embedded conversion options should not be bifurcated from their host instruments) in accordance with professional standards when “Accounting for Convertible Securities with Beneficial Conversion Features,” as those professional standards pertain to “Certain Convertible Instruments.” Accordingly, the Company records, when necessary, discounts to convertible notes for the intrinsic value of conversion options embedded in debt instruments based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. Debt discounts under these arrangements are amortized over the term of the related debt to their earliest date of redemption. The Company also records when necessary deemed dividends for the intrinsic value of conversion options embedded in preferred shares based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. ASC 815 provides that, among other things, generally, if an event is not within the entity’s control could or require net cash settlement, then the contract shall be classified as an asset or a liability. |
Leases | Leases The Company determines at the inception of a contract if the arrangement is or contains a lease. A contract is or contains a lease if the contract gives the right to control the use of an identified asset for a period of time in exchange for consideration. The Company classifies leases at the lease commencement date as operating or finance leases and records a right-of-use asset and a lease liability on the balance sheet for all leases with an initial lease term of greater than 12 months 12 months The Company’s contracts can contain both lease and non-lease components. The non-lease components may include maintenance, utilities, and other operating costs. The Company combines the lease and non-lease components of fixed costs in its leases as a single lease component. Variable costs, such as utilities or maintenance costs, are not included in the measurement of right-of-use assets and lease liabilities. These costs are expensed when the event determining the amount of variable consideration to be paid occurs. Lease liabilities and their corresponding right-of-use assets are recorded based on the present value of future lease payments over the expected lease term. The Company determines the present value of future lease payments by using its estimated secured incremental borrowing rate for that lease term as the interest rate implicit in the lease is not readily determinable. The Company estimates its incremental borrowing rate for each lease based on the rate of interest that the Company would have to pay to borrow an amount equal to the lease payments over a similar term. |
Revenue Recognition | Revenue Recognition The Company has not recorded any revenues since its inception. However, in the future, the Company expects to generate returns from any or all the revenue sources below from its customers: ● Rental income from facilities ● Sales revenue from nutritious food products ● Intellectual property income from the license of the facilities ● Management and advisory fees from management service contracts On January 1, 2018, the Company early adopted ASU No. 2014-09, Revenue from Contracts with Customers |
Loss per Common Share | Loss per Common Share The Company presents basic and diluted loss per share data for its common shares. Basic loss per common share is calculated by dividing the profit or loss attributable to common shareholders of the Company by the weighted average number of common shares outstanding during the year. The number of common shares used in the loss per shares calculation includes all outstanding common shares plus all common shares issuable for which there are no conditions to issue other than time. Diluted loss per common share is calculated by adjusting the weighted average number of common shares outstanding to assume conversion of all potentially dilutive share equivalents, such as stock options and warrants and assumes the receipt of proceeds upon exercise of the dilutive securities to determine the number of shares assumed to be purchased at the average market price during the year. |
Research and Development | Research and Development Expenditure on research and development activities, undertaken with the prospect of gaining new scientific or technical knowledge and understanding, is recognized as expense when incurred. |
Foreign Currency Transactions | Foreign Currency Transactions The financial statements of the Company and its subsidiaries whose functional currencies are the local currencies are translated into U.S. dollars for consolidation as follows: assets and liabilities at the exchange rate as of the balance sheet date, shareholders’ equity at the historical rates of exchange, and income and expense amounts at the average exchange rate for the period. Translation adjustments resulting from the translation of the subsidiaries’ accounts are included in “Accumulated other comprehensive income” as equity in the consolidated balance sheets. Transactions denominated in currencies other than the applicable functional currency are converted to the functional currency at the exchange rate on the transaction date. At period end, monetary assets and liabilities are remeasured to the reporting currency using exchange rates in effect at the balance sheet date. Non-monetary assets and liabilities are remeasured at historical exchange rates. Gains and losses resulting from foreign currency transactions are included within non-operating expenses. |
Fair value of Financial Instruments | Fair value of Financial Instruments The fair value of the Company’s accounts receivable, accounts payable and other current liabilities approximate their carrying amounts due to the relative short maturities of these items. As part of the issuance of debentures on March 24, 2021 and June 30, 2022, the Company issued warrants having strike price denominated in U.S. Dollars. This creates an obligation to issue shares for a price that is not denominated in the Company’s functional currency and renders the warrants not indexed to the Company’s stock, and therefore, must be classified as a derivative liability and measured at fair value. On the same basis, the Series A Warrants and the representative warrants issued as part of the IPO are also classified as a derivative liability and measured at fair value. The fair value of the Company’s warrants is determined in accordance with FASB ASC 820, “Fair Value Measurement,” which establishes a fair value hierarchy that prioritizes the assumptions (inputs) to valuation techniques used to price assets or liabilities that are measured at fair value. The hierarchy, as defined below, gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The guidance for fair value measurements requires that assets and liabilities measured at fair value be classified and disclosed in one of the following categories: ● Level 1: Defined as observable inputs, such as quoted (unadjusted) prices in active markets for identical assets or liabilities. ● Level 2: Defined as observable inputs other than quoted prices included in Level 1. This includes quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. ● Level 3: Defined as unobservable inputs to the valuation methodology that are supported by little or no market activity and that are significant to the measurement of the fair value of the assets or liabilities. Level 3 assets and liabilities include those whose fair value measurements are determined using pricing models, discounted cash flow methodologies or similar valuation techniques, as well as significant management judgment or estimation. As of December 31, 2022, the Company’s warrant liability related to IPO warrants and representative’s warrant amounting to $ 275,115 1,418,964 4,374,000 nil |
Income Taxes | Income Taxes Current tax expense is the expected tax payable on the taxable income for the period, using tax rates enacted at period-end. Deferred tax assets, including those arising from tax loss carryforwards, requires management to assess the likelihood that the Company will generate sufficient taxable earnings in future periods in order to utilize recognized deferred tax assets. Assumptions about the generation of future taxable profits depend on management’s estimates of future cash flows. In addition, future changes in tax laws could limit the ability of the Company to obtain tax deductions in future periods. To the extent that future cash flows and taxable income differ significantly from estimates, the ability of the Company to realize the net deferred tax assets recorded at the reporting date could be impacted. The Company operates in various tax jurisdictions and is subject to audit by various tax authorities. The Company records uncertain tax positions based on a two-step process whereby (1) a determination is made as to whether it is more likely than not that the tax positions will be sustained based on the technical merits of the position and (2) for those tax positions that meet the more-likely-than-not recognition threshold the Company recognizes the largest amount of tax benefit that is greater than 50% likely to be realized upon ultimate settlement with the related tax authority. The Company’s policy is to recognize interest and penalties accrued on any unrecognized tax benefits as a component of income tax expense. Significant judgment is required in the identification of uncertain tax positions and in the estimation of penalties and interest on uncertain tax positions. There were no material uncertain tax positions as of December 31, 2022 and 2021. |
Share Based Compensation | Share Based Compensation The Company generally uses the straight-line method to allocate compensation cost to reporting periods over each optionee’s requisite service period, which is generally the vesting period, and estimates the fair value of stock-based awards to employees and directors using the Black-Scholes option-valuation model (the “Black-Scholes model”). . This model incorporates certain assumptions for inputs including a risk-free market interest rate, expected dividend yield of the underlying common stock, expected option life, and expected volatility in the market value of the underlying common stock. The Company recognizes any forfeitures as they occur. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, as modified by the Jumpstart Our Business Start-ups Act of 2012, (the “JOBS Act”). Section 107 of the JOBS Act provides that an emerging growth company can take advantage of the extended transition period provided in Section 13(a) of the Securities Exchange Act of 1934, as amended, for complying with new or revised accounting standards applicable to public companies. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), which requires lessees to recognize leases on balance sheet and disclose key information about leasing arrangements. Topic 842 was subsequently amended by ASU No. 2018-01, Land Easement Practical Expedient for Transition to Topic 842; ASU No. 2018-10, Codification Improvements to Topic 842, Leases; and ASU No. 2018-11, Targeted Improvements. The new standard establishes a right-of-use (“ROU”) model that requires a lessee to recognize a ROU asset and lease liability on the balance sheet for all leases with a term longer than 12 months. Leases will be classified as finance or operating, with classification affecting the pattern and classification of expense recognition in the income statement. The Company adopted ASC 842 as of January 1, 2022 using the optional transition method to apply the standard as of the effective date. Accordingly, previously reported financial statements, including footnote disclosures, have not been recast to reflect the application of the new standard to all comparative periods presented. The new standard also provides practical expedients for an entity’s ongoing accounting as a lessee. The Company elected to utilize the practical expedient to not separate lease and non-lease components for its existing lease. The Company has also elected not to present short-term leases on the consolidated balance sheet as these leases have a lease term of 12 months or less at lease inception and do not contain purchase options or renewal terms that the Company is reasonably certain to exercise. All other lease assets and lease liabilities are recognized based on the present value of lease payments over the lease term at commencement date. Because the Company’s lease does not provide an implicit rate of return, it used its incremental borrowing rate based on the information available at adoption date in determining the present value of lease payments. Adoption of the new lease standard on January 1, 2022 had a material impact on the Company’s consolidated financial statements. The most significant impacts related to the recognition of ROU assets of $ 1,776,599 1,837,782 In August 2020, the FASB issued ASU 2020-06 “Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity” (“ASU 2020-06”). The intention of ASU 2020-06 is to address the complexities in accounting for certain financial instruments with a debt and equity component. Under ASU 2020-06, the number of accounting models for convertible notes will be reduced and entities that issue convertible debt will be required to use the if-converted method for the computation of diluted “Earnings per share” under ASC 260. ASC 2020-06 is effective for fiscal years beginning after December 15, 2021 and may be adopted through either a modified retrospective method of transition or a fully retrospective method of transition. ASC 2020-06 is effective for emerging growth companies for fiscal years beginning after December 15, 2023. We are currently assessing the impact this guidance will have on our financial statements. In June 2016, the FASB issued ASU 2016-13, “Financial Instruments – Credit Losses.” The standard, including subsequently issued amendments, requires a financial asset measured at amortized cost basis, such as accounts receivable and certain other financial assets, to be presented at the net amount expected to be collected based on relevant information about past events, including historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount. This ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years, and requires the modified retrospective approach. Early adoption is permitted. Based on the composition of the Company’s trade receivables and other financial assets, current market conditions, and historical credit loss activity, the Company is currently in the process of evaluating the impact of this guidance on our financial statements. In October 2021, the Financial Accounting Standards Board (“FASB”) issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. Under ASU 2021-08, an acquirer must recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Topic 606. The guidance is effective for interim and annual periods beginning after December 15, 2022, with early adoption permitted. The Company is currently in the process of evaluating the impact of this guidance on our financial statements. Other accounting standards that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on the consolidated financial statements upon adoption. The Company does not discuss recent pronouncements that are not anticipated to have an impact on or are unrelated to its financial condition, results of operations, cash flows or disclosures. |
BASIS OF PREPARATION (Tables)
BASIS OF PREPARATION (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
SCHEDULE OF CONSOLIDATED FINANCIAL STATEMENTS | SCHEDULE OF CONSOLIDATED FINANCIAL STATEMENTS Name of entity: Country of Incorporation Purpose Date of Incorporation AgriFORCE Growing Systems Ltd. Canada Parent Company Dec 22, 2017 un(Think) Food Company Canada Ltd.* Canada Food Product Manufacturing Dec 4, 2019 West Pender Holdings, Inc. United States Real Estate Holding and Development Company Sep 1, 2018 AgriFORCE Investments Inc. United States Holding Company Apr 9, 2019 West Pender Management Co. United States Management Advisory Services Jul 9, 2019 AGI IP Co. United States Intellectual Property Mar 5, 2020 un(Think) Food Company United States Food Product Manufacturing June 20, 2022 * un(Think) Food Company Canada Ltd. changed its name from Daybreak AG Systems Ltd. on August 19, 2022. |
SIGNIFICANT ACCOUNTING POLICI_3
SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
SCHEDULE OF ESTIMATED RESIDUAL VALUE OF COMPUTER EQUIPMENT AND FURNITURE AND FIXTURES | Depreciation is recognized on a straight-line basis to write down the cost less estimated residual value of computer equipment and furniture and fixtures. The following useful lives are applied: SCHEDULE OF ESTIMATED RESIDUAL VALUE OF COMPUTER EQUIPMENT AND FURNITURE AND FIXTURES Computer equipment 3 Furniture and fixtures 7 Leasehold improvements Lower of estimated useful life or remaining lease term |
PREPAID EXPENSES AND OTHER CU_2
PREPAID EXPENSES AND OTHER CURRENT ASSETS AND LAND DEPOSIT (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Prepaid Expenses And Other Current Assets And Land Deposit | |
SCHEDULE OF PREPAID EXPENSES AND OTHER CURRENT ASSETS | SCHEDULE OF PREPAID EXPENSES AND OTHER CURRENT ASSETS December 31, 2022 December 31, 2021 Deposits $ 12,000 $ 32,000 Legal retainer 24,457 33,692 Prepaid expenses 436,496 214,445 Deferred offering costs 100,337 - Others 25,052 28,903 Prepaid expenses, other current assets $ 598,342 $ 309,040 On August 31, 2022, the Company signed a purchase and sale agreement with Stronghold Power Systems, Inc. (“Stronghold”), to purchase approximately seventy acres of land located in the City of Coachella as well as the completion of certain permitting, zoning, and infrastructure work by Stronghold for a total purchase price of $ 4,300,000 (i) $ 1,500,000 (ii) A first stock deposit of $ 1,700,000 695,866 (iii) A second stock deposit $ 1,100,000 450,266 At December 31, 2022 the $ 2,085,960 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
SCHEDULE OF PROPERTY AND EQUIPMENT | Property and equipment consist of the following: SCHEDULE OF PROPERTY AND EQUIPMENT December 31, 2022 December 31, 2021 Leasehold improvements $ 86,979 $ - Computer equipment 39,112 22,708 Furniture and fixtures 37,590 39,997 Total property and equipment 163,681 62,705 Less: Accumulated depreciation (42,009 ) (21,734 ) Property and equipment, net $ 121,672 $ 40,971 |
ACCOUNTS PAYABLE AND ACCRUED _2
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Payables and Accruals [Abstract] | |
SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED LIABILITIES | SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED LIABILITIES December 31, 2022 December 31, 2021 Accounts payable $ 498,188 $ 414,117 Accrued expenses 365,521 981,027 Others 284,030 137,168 Accounts Payable and Accrued Liabilities $ 1,147,739 $ 1,532,312 |
DEBENTURES (Tables)
DEBENTURES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
SCHEDULE OF OUTSTANDING DEBENTURES | The following table summarizes our outstanding debentures as of the dates indicated: SCHEDULE OF OUTSTANDING DEBENTURES Maturity Cash Interest Rate December 31, 2022 Principal (initial) 12/31/2024 5.00 8.00 % $ 14,025,000 Repayments and conversions (2,955,000 ) Debt issuance costs and discounts (Note 9 & 11) (7,128,084 ) Total Debentures (current) $ 3,941,916 |
DERIVATIVE LIABILITIES (Tables)
DERIVATIVE LIABILITIES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
SCHEDULE OF CHANGES IN THE FAIR VALUE OF COMPANY'S LEVEL 3 FINANCIAL INSTRUMENTS | Changes in the fair value of Company’s Level 1 and 3 financial instruments for the year ended December 31, 2022 were as follows: SCHEDULE OF CHANGES IN THE FAIR VALUE OF COMPANY'S LEVEL 3 FINANCIAL INSTRUMENTS Level 1 Level 3 Level 3 IPO and Rep Warrants Debenture Warrants Debenture Convertible Feature Total Balance at December 31, 2021 $ 1,418,964 $ - $ - $ 1,418,964 Additions - 4,080,958 3,336,535 7,417,493 Conversions - - (63,723 ) (63,723 ) Change in fair value (1,086,562 ) (966,141 ) (1,667,166 ) (3,719,869 ) Effect of exchange rate changes (57,287 ) (197,817 ) (148,646 ) (403,750 ) Balance at December 31, 2022 $ 275,115 $ 2,917,000 $ 1,457,000 $ 4,649,115 |
SHARE CAPITAL (Tables)
SHARE CAPITAL (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
SCHEDULE OF SHARE CAPITAL | The Company had the following common share transactions during the year ended December 31, 2022: SCHEDULE OF SHARE CAPITAL # of shares Amount Common shares issued for bonuses and compensation 266,765 $ 520,230 Common shares issued for conversion of convertible debt 67,568 131,532 Common shares issued to consultants 284,767 853,457 Total common shares issued 619,100 $ 1,505,219 The Company had the following common share transactions during the year ended December 31, 2021: # of shares Amount Common shares issued for cash 3,127,998 $ 13,262,712 Common shares issued for conversion of series A preferred stock 2,258,826 6,717,873 Common shares issued on exercise of warrants 39,800 238,800 Common shares issued on cashless exercise of warrants 36,275 - Common shares issued on exercise of options 7,018 9,123 Common shares issued on cashless exercise of options 820,029 - Common shares issued for bonus and compensation 159,775 648,449 Common shares issued for consulting services 76,364 381,663 Common shares issued for settlement of accrued director’s fee 19,992 46,783 Common shares issued for dividend on preferred shares 189,004 735,932 Share issue costs - (2,099,842 ) Total common shares issued 6,735,081 $ 19,941,493 |
SCHEDULE OF STOCK OPTION ACTIVITY | The following summarizes stock option activity during the years ended December 31, 2022 and 2021: SCHEDULE OF STOCK OPTION ACTIVITY Number of Options Weighted Average Exercise Price Weighted Average Remaining Life (years) Balance at December 31, 2020 1,450,918 $ 2.01 4.38 Granted 509,788 $ 7.00 4.47 Exercised (1,120,719 ) $ 3.23 - Forfeited (28,947 ) $ 4.75 - Cancelled (94,021 ) $ 6.70 - Balance at December 31, 2021 717,019 $ 5.63 4.48 Granted 747,060 $ 1.14 4.48 Forfeited (25,542 ) $ 7.00 - Cancelled (55,908 ) $ 4.27 - Balance at December 31, 2022 1,382,629 $ 3.30 4.24 |
SCHEDULE OF OUTSTANDING AND EXERCISABLE STOCK OPTIONS | The Company’s outstanding and exercisable stock options at December 31, 2022 were: SCHEDULE OF OUTSTANDING AND EXERCISABLE STOCK OPTIONS Outstanding Options Exercisable Options Expiry Date Number Weighted Average Remaining Life (years) Weighted Average Exercise Price Number Weighted Average Exercise Price $ $ June 30, 2026 210,489 3.50 3.51 210,489 3.51 May 31, 2026 320,351 3.42 7.00 160,176 7.00 July 15, 2026 55,445 3.54 7.00 23,100 7.00 September 30, 2026 49,284 3.75 7.00 20,540 7.00 November 18, 2027 747,060 4.88 1.14 - - Total Share Options 1,382,629 4.24 3.30 414,305 5.23 |
SCHEDULE OF WEIGHTED AVERAGE ASSUMPTIONS | The following table summarizes the Company’s assumptions used in the valuation of options granted during the year ended December 31, 2022 and December 31, 2021: SCHEDULE OF WEIGHTED AVERAGE ASSUMPTIONS December 31, 2022 December 31, 2021 Expected volatility 78.05 % 80.00 % Expected term (in years) 3.07 3.31 Risk-free interest rate 3.35 % 0.92 % Fair value of options $ 0.60 $ 2.59 |
SCHEDULE OF OUTSTANDING WARRANTS | The Company’s outstanding warrants as of December 31, 2022 were: SCHEDULE OF OUTSTANDING WARRANTS Number of warrants Weighted average exercise price Expiry Date $ Outstanding, December 31, 2020 2,546,065 7.46 Granted July 12, 2021 3,263,997 6.00 July 12, 2024 Granted July 28, 2021 93,938 3.99 July 28, 2024 Exercised in 2021 (133,738 ) 4.59 n/a Outstanding, December 31, 2021 5,770,262 5.91 Granted June 30, 2022 4,106,418 2.44 a December 30, 2025 Outstanding, December 31, 2022 9,876,680 4.91 (a) Subsequent to the year end, the issuance of additional tranches of Debentures triggered the down round provision, adjusting the exercise prices of the Debenture Warrants to $ 1.24 |
ANTI-DILUTIVE SECURITIES EXCLUDED FROM COMPUTATION OF EARNINGS PER SHARE | Potentially dilutive securities that are not included in the calculation of diluted net loss per share because their effect is anti-dilutive are as follows (in common equivalent shares): ANTI-DILUTIVE SECURITIES EXCLUDED FROM COMPUTATION OF EARNINGS PER SHARE December 31, 2022 December 31, 2021 Warrants 9,876,680 5,770,262 Options 1,382,629 717,019 Prefunded warrants 1,146,132 - Convertible debentures 4,986,486 - Total anti-dilutive weighted average shares 17,391,927 6,487,281 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
SUMMARY OF INCOME TAX PROVISION | For the year ended December 31, 2022 and 2021, loss before income tax provision consisted of the following: SUMMARY OF INCOME TAX PROVISION December 31, 2022 December 31, 2021 Domestic operations - Canada $ (11,753,662 ) $ (6,202,837 ) Foreign operations - United States (1,119,440 ) (440,279 ) Total loss before taxes $ (12,873,102 ) $ (6,643,116 ) |
SCHEDULE OF COMPONENTS OF INCOME TAX | Income tax expense (benefit) consists of the following for the years ended December 31, 2022 and December 31, 2021: SCHEDULE OF COMPONENTS OF INCOME TAX December 31, 2022 December 31, 2021 Loss before taxes $ (12,873,102 ) $ (6,643,116 ) Statutory tax rate 27.00 % 27.00 % Income taxes at the statutory rate $ (3,475,738 ) $ (1,793,641 ) Change in fair value of derivative liabilities (1,032,824 ) (321,674 ) Non-deductible accretion interest 747,719 - Stock-based compensation 484,035 253,556 Share issue costs (108,685 ) (112,812 ) Foreign currency translation 298,876 - Other 63,035 111,874 Total $ (3,023,582 ) $ (1,862,697 ) Change in valuation allowance $ 3,023,582 $ 1,862,697 Total income tax expense (benefit) $ - $ - |
SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES | Deferred income taxes reflect the net tax effect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. A valuation allowance is provided for deferred tax assets if it is more likely than not that we will not realize those tax assets through future operations. Significant components of the Company’s deferred taxes are as follows: SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES December 31, 2022 December 31, 2021 Deferred tax assets: Unused net operating losses carry forward - Canada and United States $ 7,572,932 $ 4,459,457 Unused capital losses carry forward - 40,962 Share issue costs 130,732 174,377 Other (5,286 ) - Total deferred tax assets 7,698,378 4,674,796 Valuation allowance (7,698,378 ) (4,674,796 ) $ - $ - |
RESEARCH AND DEVELOPMENT (Table
RESEARCH AND DEVELOPMENT (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Research and Development [Abstract] | |
SCHEDULE OF RESEARCH AND DEVELOPMENT COSTS | SCHEDULE OF RESEARCH AND DEVELOPMENT COSTS December 31, 2022 December 31, 2021 License agreement $ 256,703 $ - Product development 179,563 296,931 Design and construction 179,427 177,407 Research and development costs $ 615,693 $ 474,338 |
LEASES (Tables)
LEASES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Leases | |
SCHEDULE OF LEASE EXPENSES | The components of lease expenses were as follows: SCHEDULE OF LEASE EXPENSES December 31, 2022 Operating lease cost $ 295,601 Short-term lease cost 23,361 Total lease expenses $ 318,962 |
SCHEDULE OF FUTURE PAYMENTS UNDER LEASE | The minimum future payments under the lease for our continuing operations in each of the years ending December 31 is as follows: SCHEDULE OF FUTURE PAYMENTS UNDER LEASE 2023 $ 271,110 2024 280,409 2025 296,350 2026 296,350 2027 296,350 Subsequent years 518,613 Total minimum lease payments 1,959,182 Less: imputed interest (438,012 ) Total lease liability 1,521,170 Current portion of lease liability (271,110 ) Non-current portion of lease liability $ 1,250,060 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
SUMMARY OF FUTURE PRINCIPAL PAYMENTS OUTSTANDING | The following table summarizes the future principal payments related to our outstanding debt as of December 31, 2022: SUMMARY OF FUTURE PRINCIPAL PAYMENTS OUTSTANDING 2023 $ 6,732,000 2024 4,338,000 Long Term Debt $ 11,070,000 |
SCHEDULE OF CONSOLIDATED FINANC
SCHEDULE OF CONSOLIDATED FINANCIAL STATEMENTS (Details) | 12 Months Ended |
Dec. 31, 2022 | |
AgriFORCE Growing Systems Ltd. [Member] | |
Country of Incorporation | Canada |
Purpose | Parent Company |
Date of Incorporation | Dec. 22, 2017 |
Un Food Company Canada Ltd [Member] | |
Country of Incorporation | Canada |
Purpose | Food Product Manufacturing |
Date of Incorporation | Dec. 04, 2019 |
West Pender Holdings, Inc. [Member] | |
Country of Incorporation | United States |
Purpose | Real Estate Holding and Development Company |
Date of Incorporation | Sep. 01, 2018 |
AgriFORCE Investments Inc.[Member] | |
Country of Incorporation | United States |
Purpose | Holding Company |
Date of Incorporation | Apr. 09, 2019 |
West Pender Management Co. [Member] | |
Country of Incorporation | United States |
Purpose | Management Advisory Services |
Date of Incorporation | Jul. 09, 2019 |
AGI IP Co. [Member] | |
Country of Incorporation | United States |
Purpose | Intellectual Property |
Date of Incorporation | Mar. 05, 2020 |
Un Food Company Canada [Member] | |
Country of Incorporation | United States |
Purpose | Food Product Manufacturing |
Date of Incorporation | Jun. 20, 2022 |
BASIS OF PREPARATION (Details N
BASIS OF PREPARATION (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Accumulated deficit | $ 32,774,094 | $ 19,900,992 |
Net loss | 12,873,102 | 6,643,116 |
Net cash used in operating activities | $ 12,079,359 | $ 5,136,947 |
SCHEDULE OF ESTIMATED RESIDUAL
SCHEDULE OF ESTIMATED RESIDUAL VALUE OF COMPUTER EQUIPMENT AND FURNITURE AND FIXTURES (Details) | 12 Months Ended |
Dec. 31, 2022 | |
Computer Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Property plant and equipment useful life | 3 years |
Furniture and Fixtures [Member] | |
Property, Plant and Equipment [Line Items] | |
Property plant and equipment useful life | 7 years |
Leasehold Improvements [Member] | |
Property, Plant and Equipment [Line Items] | |
Property plant and equipment estimated useful lives | Lower of estimated useful life or remaining lease term |
SIGNIFICANT ACCOUNTING POLICI_4
SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Jan. 02, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Line Items] | |||
Cash equivalents | $ 0 | $ 0 | |
Estimated useful lives | 20 years | ||
Lessor operating lease term of contract | 12 months | ||
Right of use assets | $ 1,540,748 | $ 1,776,599 | |
Lease liabilities | 1,250,060 | $ 1,837,782 | |
IPO Warrant [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Warrant liability | 275,115 | 1,418,964 | |
Derivative assets liabilities at fair value net | $ 4,374,000 | ||
Minimum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Lessor operating lease term of contract | 12 months |
SCHEDULE OF PREPAID EXPENSES AN
SCHEDULE OF PREPAID EXPENSES AND OTHER CURRENT ASSETS (Details) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 | Sep. 09, 2022 | Dec. 31, 2021 |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Deposits | $ 12,000 | $ 32,000 | ||
Legal retainer | 24,457 | 33,692 | ||
Prepaid expenses | 436,496 | 214,445 | ||
Deferred offering costs | 100,337 | |||
Others | 25,052 | 28,903 | ||
Prepaid expenses, other current assets | $ 598,342 | $ 309,040 | ||
Land Purchase And Sale Agreement [Member] | Stronghold Power System [Member] | First Stock Deposits [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Deposits | $ 1,700,000 | |||
Warrants issued | 695,866 | |||
Land Purchase And Sale Agreement [Member] | Stronghold Power System [Member] | Second Stock Deposits [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Deposits | $ 1,100,000 | |||
Land Purchase And Sale Agreement [Member] | Stronghold Power System [Member] | Forecast [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Cash | $ 1,500,000 | |||
Land Purchase Agreement [Member] | Stronghold Power System [Member] | Second Stock Deposits [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Warrants issued | 450,266 |
PREPAID EXPENSES AND OTHER CU_3
PREPAID EXPENSES AND OTHER CURRENT ASSETS AND LAND DEPOSIT (Details Narrative) - USD ($) | 12 Months Ended | ||
Aug. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Payments to acquire land | $ 12,000 | ||
Land deposits | 2,085,960 | ||
Land Purchase And Sale Agreement [Member] | Stronghold Power System [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Payments to acquire land | $ 4,300,000 | ||
Land deposits | $ 2,085,960 |
SCHEDULE OF PROPERTY AND EQUIPM
SCHEDULE OF PROPERTY AND EQUIPMENT (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 163,681 | $ 62,705 |
Less: Accumulated depreciation | (42,009) | (21,734) |
Property and equipment, net | 121,672 | 40,971 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 86,979 | |
Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 39,112 | 22,708 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 37,590 | $ 39,997 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 22,413 | $ 11,797 |
CONSTRUCTION IN PROGRESS (Detai
CONSTRUCTION IN PROGRESS (Details Narrative) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Construction In Progress | ||
Construction in progress | $ 2,092,533 | $ 2,079,914 |
INTANGIBLE ASSET (Details Narra
INTANGIBLE ASSET (Details Narrative) | 12 Months Ended | ||
Jan. 03, 2023 shares | Dec. 31, 2022 USD ($) shares | Dec. 31, 2021 USD ($) | |
Finite-Lived Intangible Assets [Line Items] | |||
Intangible Assets, Net (Excluding Goodwill) | $ 13,089,377 | $ 1,477,237 | |
Stock issued during period value new issues | 13,262,712 | ||
Adjusted for foreign exchange adjustments | (609,624) | (152,140) | |
Subsequent Event [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Number of shares issued | shares | 1,637,049 | ||
Prefunded Warrants [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Cash | $ 1,475,000 | ||
Number of shares issued | shares | 7,379,969 | ||
Stock issued during period value new issues | $ 12,106,677 | ||
Adjusted for foreign exchange adjustments | $ 492,300 | ||
Foreign currency exchange rate | 0.0999 | ||
Asset Purchase Agreement [Member] | Manna Nutritional Group LLC [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Intangible Assets, Net (Excluding Goodwill) | $ 13,089,377 | $ 1,477,237 |
SCHEDULE OF ACCOUNTS PAYABLE AN
SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Payables and Accruals [Abstract] | ||
Accounts payable | $ 498,188 | $ 414,117 |
Accrued expenses | 365,521 | 981,027 |
Others | 284,030 | 137,168 |
Accounts Payable and Accrued Liabilities | $ 1,147,739 | $ 1,532,312 |
ACCOUNTS PAYABLE AND ACCRUED _3
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Details Narrative) | Dec. 31, 2021 USD ($) |
Payables and Accruals [Abstract] | |
Accounts payable | $ 500,000 |
SCHEDULE OF OUTSTANDING DEBENTU
SCHEDULE OF OUTSTANDING DEBENTURES (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Debt Instrument [Line Items] | ||
Maturity Date | Dec. 31, 2024 | |
Debentures (gross) | $ 14,025,000 | |
Repayments and conversions | (2,955,000) | |
Debt issuance costs and debt discounts | (7,128,084) | |
Total debentures (current) | $ 3,941,916 | |
Minimum [Member] | ||
Debt Instrument [Line Items] | ||
Cash Interest Rate | 5% | |
Maximum [Member] | ||
Debt Instrument [Line Items] | ||
Cash Interest Rate | 8% |
DEBENTURES (Details Narrative)
DEBENTURES (Details Narrative) - USD ($) | 12 Months Ended | ||||||||
Jan. 03, 2023 | Jun. 30, 2022 | Jun. 24, 2021 | Mar. 24, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Mar. 10, 2023 | Jan. 18, 2023 | Jan. 17, 2023 | |
Short-Term Debt [Line Items] | |||||||||
Subscription amount | $ 600,000 | ||||||||
Debt, maturity date | Dec. 31, 2024 | ||||||||
Stock issued during period, value | 13,262,712 | ||||||||
Debentures transaction costs incurred | $ 3,941,916 | ||||||||
Loss on conversion of convertible debentures | 93,973 | ||||||||
Subsequent Event [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Stock issued during period, shares | 1,637,049 | ||||||||
Subsequent Event [Member] | Convertible Debt [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Exercise price | $ 1.24 | ||||||||
Subsequent Event [Member] | Tranche [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Convertible debt | $ 5,076,923 | ||||||||
Bridge Warrant [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Investors received warrants | 93,938 | ||||||||
Warrant strike price | $ 3.99 | ||||||||
Accredited Investors [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Stock issued during period, shares | 10,000 | ||||||||
Stock issued during period, value | $ 60,000 | ||||||||
Accredited Investors [Member] | Securities Purchase Agreement [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Debt principal amount | $ 750,000 | ||||||||
Subscription amount | $ 600,000 | ||||||||
Debt, maturity date | Jun. 24, 2021 | ||||||||
Transaction costs | $ 69,000 | ||||||||
Investors [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Debt instrument converted value | $ 150,000 | ||||||||
Debt instrument converted shares | 67,568 | ||||||||
Loss on conversion of convertible debentures | $ 93,973 | ||||||||
Investors [Member] | Subsequent Event [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Investors received warrants | 2,661,289 | 2,661,289 | |||||||
Warrant strike price | $ 1.24 | $ 1.24 | |||||||
Purchase of additional tranches | $ 5,076,923 | $ 5,076,923 | |||||||
Convertible debt | $ 881,400 | ||||||||
Investors [Member] | Definitive Agreement [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Debt principal amount | $ 14,025,000 | ||||||||
Investors received warrants | 4,106,418 | ||||||||
Warrant strike price | $ 2.442 | ||||||||
Original issue discount percentage | 10% | ||||||||
Gross proceeds of debt | $ 12,750,000 | ||||||||
Debt instrument interest rate percentage | 8% | ||||||||
Convertible into common shares per share | $ 2.22 | ||||||||
Purchase of additional tranches | $ 5,000,000 | ||||||||
Warrants expire date | Dec. 31, 2025 | ||||||||
Debentures transaction costs incurred | $ 1,634,894 | ||||||||
Investors [Member] | Definitive Agreement [Member] | Additional Tranches [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Debt principal amount | $ 33,000,000 | ||||||||
Investors [Member] | Definitive Agreement [Member] | First 12 Months [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Debt instrument interest rate percentage | 5% | ||||||||
Investors [Member] | Definitive Agreement [Member] | Subsequent 12 Months [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Debt instrument interest rate percentage | 6% | ||||||||
Investors [Member] | Definitive Agreement [Member] | Thereafter [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Debt instrument interest rate percentage | 8% |
LONG TERM LOAN (Details Narrati
LONG TERM LOAN (Details Narrative) | 1 Months Ended | 12 Months Ended | ||||||||
Apr. 30, 2021 USD ($) | Apr. 30, 2021 CAD ($) | Dec. 31, 2022 CAD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2021 CAD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2022 CAD ($) | Dec. 31, 2021 CAD ($) | Dec. 31, 2020 USD ($) | Dec. 31, 2020 CAD ($) | |
Debt, maturity date | Dec. 31, 2024 | |||||||||
Long term loans payable | $ 47,326 | $ 44,300 | $ 60,000 | $ 60,000 | ||||||
Alterna Bank [Member] | Loan Agreement [Member] | ||||||||||
Debt principal amount | 31,417 | $ 29,533 | $ 40,000 | |||||||
Proceeds from loan | $ 14,767 | $ 20,000 | $ 15,909 | $ 60,000 | ||||||
Debt, maturity date | Dec. 31, 2023 | |||||||||
Debt instrument, forgiveness | $ 20,000 | |||||||||
Debt instrument, interest rate | 5% | 5% | ||||||||
Debt, maturity date description | January 31, 2024 to December 31, 2025. |
SCHEDULE OF CHANGES IN THE FAIR
SCHEDULE OF CHANGES IN THE FAIR VALUE OF COMPANY'S LEVEL 3 FINANCIAL INSTRUMENTS (Details) | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Balance at December 31, 2021 | $ 1,418,964 |
Additions | 7,417,493 |
Conversions | (63,723) |
Change in fair value | (3,719,869) |
Effect of exchange rate changes | (403,750) |
Balance at December 31, 2022 | 4,649,115 |
IPO And Representative Warrants [Member] | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Balance at December 31, 2021 | 1,418,964 |
Additions | |
Conversions | |
Change in fair value | (1,086,562) |
Effect of exchange rate changes | (57,287) |
Balance at December 31, 2022 | 275,115 |
Debenture Warrants [Member] | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Balance at December 31, 2021 | |
Additions | 4,080,958 |
Conversions | |
Change in fair value | (966,141) |
Effect of exchange rate changes | (197,817) |
Balance at December 31, 2022 | 2,917,000 |
Debenture Convertible Feature [Member] | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Balance at December 31, 2021 | |
Additions | 3,336,535 |
Conversions | (63,723) |
Change in fair value | (1,667,166) |
Effect of exchange rate changes | (148,646) |
Balance at December 31, 2022 | $ 1,457,000 |
DERIVATIVE LIABILITIES (Details
DERIVATIVE LIABILITIES (Details Narrative) | 6 Months Ended | 12 Months Ended | |||
Oct. 27, 2021 USD ($) $ / shares | Jun. 30, 2022 USD ($) $ / shares | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) | Jun. 24, 2021 $ / shares shares | |
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | |||||
Exercise of warrants | $ 64,992 | ||||
Debenture Warrants [Member] | |||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | |||||
Fair value of warrant | $ 4,080,958 | ||||
Debenture Convertible [Member] | |||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | |||||
Stock price | $ / shares | $ 2.31 | $ 1.13 | |||
Debenture Convertible [Member] | Measurement Input, Expected Dividend Rate [Member] | |||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | |||||
Debenture convertible measurement input | |||||
Debenture Convertible [Member] | Measurement Input, Price Volatility [Member] | |||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | |||||
Debenture convertible measurement input | 101 | 95 | |||
Debenture Convertible [Member] | Measurement Input, Risk Free Interest Rate [Member] | |||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | |||||
Debenture convertible measurement input | 3.14 | 4.41 | |||
Debenture Convertible [Member] | Measurement Input, Expected Term [Member] | |||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | |||||
Expected term | 1 year | 2 years | |||
Debenture Convertible [Member] | Measurement Input, Discount Rate [Member] | |||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | |||||
Debenture convertible measurement input | 13.65 | ||||
Fair Value, Inputs, Level 3 [Member] | Debenture Warrants [Member] | |||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | |||||
Fair value of warrant | $ 2,917,000 | ||||
Fair Value, Inputs, Level 3 [Member] | Debenture Convertible [Member] | |||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | |||||
Fair value of debentures convertible | $ 3,336,535 | 1,457,000 | |||
IPO [Member] | |||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | |||||
Fair value of warrant | $ 1,418,964 | ||||
IPO [Member] | Fair Value, Inputs, Level 1 [Member] | |||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | |||||
Fair value of warrant | $ 275,115 | ||||
Series A Warrants [Member] | |||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | |||||
Class of warrant or right number of securities called by warrants or rights | shares | 3,088,198 | ||||
Warrant [Member] | |||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | |||||
Class of warrant or right number of securities called by warrants or rights | shares | 135,999 | ||||
Debenture Warrants [Member] | |||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | |||||
Class of warrant or right number of securities called by warrants or rights | shares | 4,106,418 | ||||
Debenture Warrants [Member] | Measurement Input, Share Price [Member] | |||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | |||||
Class of warrant or right exercise price of warrants or rights | $ / shares | $ 2.31 | $ 1.13 | |||
Debenture Warrants [Member] | Measurement Input, Expected Dividend Rate [Member] | |||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | |||||
Warrants and rights outstanding measurement input | |||||
Debenture Warrants [Member] | Measurement Input, Price Volatility [Member] | |||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | |||||
Warrants and rights outstanding measurement input | 58.3 | 95 | |||
Debenture Warrants [Member] | Measurement Input, Risk Free Interest Rate [Member] | |||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | |||||
Warrants and rights outstanding measurement input | 3.14 | 4.22 | |||
Debenture Warrants [Member] | Measurement Input, Expected Term [Member] | |||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | |||||
Expected term | 3 years 6 months | 3 years | |||
Bridge Warrant [Member] | |||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | |||||
Class of warrant or right number of securities called by warrants or rights | shares | 93,938 | ||||
Fair value of warrant | $ 203,456 | ||||
Class of warrant or right exercise price of warrants or rights | $ / shares | $ 3.99 | ||||
Exercise of warrants | $ 64,992 | ||||
Bridge Warrant [Member] | Measurement Input, Share Price [Member] | |||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | |||||
Warrants and rights outstanding measurement input | $ / shares | 2.16 | ||||
Bridge Warrant [Member] | Measurement Input, Risk Free Interest Rate [Member] | |||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | |||||
Warrants and rights outstanding measurement input | 0.94 | ||||
Bridge Warrant [Member] | Measurement Input, Expected Term [Member] | |||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | |||||
Warrants and rights outstanding measurement input | 73 | ||||
Expected term | 3 years |
SCHEDULE OF SHARE CAPITAL (Deta
SCHEDULE OF SHARE CAPITAL (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Common shares issued for bonus and compensation , value | $ 520,230 | $ 648,449 |
Common shares issued for conversion of convertible debt, value | 131,532 | |
Common shares issued for consulting services, value | $ 760,162 | 380,073 |
Shares issued for cash | 13,262,712 | |
Common shares issued for conversion of convertible debt, value | ||
Common shares issued on exercise of warrants, value | 283,444 | |
Common shares issued on cashless exercise of warrants, value | $ 64,992 | |
Common shares issued on exercise of options, shares | 1,120,719 | |
Common shares issued on exercise of options, value | $ 9,123 | |
Common shares issued on cashless exercise of options, value | ||
Common shares issued for settlement of accrued director's fee, value | 46,783 | |
Common shares issued for dividend on preferred shares, shares | ||
Share issue costs, value | $ (2,099,842) | |
Common Stock [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Common shares issued for bonus and compensation, shares | 266,765 | 159,775 |
Common shares issued for bonus and compensation , value | $ 520,230 | $ 648,449 |
Common shares issued for conversion of convertible debt, shares | 67,568 | |
Common shares issued for conversion of convertible debt, value | $ 131,532 | |
Common shares issued for consulting services, shares | 284,767 | 76,364 |
Common shares issued for consulting services, value | $ 853,457 | $ 381,663 |
Total common shares issued, shares | 619,100 | 6,735,081 |
Total common shares issued, value | $ 1,505,219 | $ 19,941,493 |
Shares issued for cash, shares | 3,127,998 | |
Shares issued for cash | $ 13,262,712 | |
Common shares issued for conversion of convertible debt, shares | 2,258,826 | |
Common shares issued for conversion of convertible debt, value | $ 6,717,873 | |
Common shares issued on exercise of warrants, shares | 39,800 | |
Common shares issued on exercise of warrants, value | $ 238,800 | |
Common shares issued on cashless exercise of warrants, shares | 36,275 | |
Common shares issued on cashless exercise of warrants, value | ||
Common shares issued on exercise of options, shares | 7,018 | |
Common shares issued on exercise of options, value | $ 9,123 | |
Common shares issued on cashless exercise of options, shares | 820,029 | |
Common shares issued on cashless exercise of options, value | ||
Common shares issued for settlement of accrued director's fee, shares | 19,992 | |
Common shares issued for settlement of accrued director's fee, value | $ 46,783 | |
Common shares issued for dividend on preferred shares, shares | 189,004 | |
Common shares issued for dividend on preferred shares, shares | $ 735,932 | |
Share issue costs, shares | ||
Share issue costs, value | $ (2,099,842) |
SCHEDULE OF STOCK OPTION ACTIVI
SCHEDULE OF STOCK OPTION ACTIVITY (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Equity [Abstract] | |||
Number of Options, beginning balance | 717,019 | 1,450,918 | |
Weighted average exercise price, beginning balance | $ 5.63 | $ 2.01 | |
Weighted average remaining life, ending balance | 4 years 2 months 26 days | 4 years 5 months 23 days | 4 years 4 months 17 days |
Number of options, granted | 747,060 | 509,788 | |
Weighted average exercise price, granted | $ 1.14 | $ 7 | |
Weighted average remaining life, granted | 4 years 5 months 23 days | 4 years 5 months 19 days | |
Number of options, exercised | (1,120,719) | ||
Weighted average exercise price, exercised | $ 3.23 | ||
Number of options forfeited | (25,542) | (28,947) | |
Weighted average exercise price, forfeited | $ 7 | $ 4.75 | |
Number of options, cancelled | (55,908) | (94,021) | |
Weighted average exercise price, cancelled | $ 4.27 | $ 6.70 | |
Number of Options, ending balance | 1,382,629 | 717,019 | 1,450,918 |
Weighted average exercise price, ending balance | $ 3.30 | $ 5.63 | $ 2.01 |
SCHEDULE OF OUTSTANDING AND EXE
SCHEDULE OF OUTSTANDING AND EXERCISABLE STOCK OPTIONS (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Outstanding Options, Number | 1,382,629 | 717,019 | 1,450,918 |
Outstanding Options, Weighted Average Remaining Life (years) | 4 years 2 months 26 days | 4 years 5 months 23 days | 4 years 4 months 17 days |
Outstanding Options, Weighted Average Exercise Price | $ 3.30 | $ 5.63 | $ 2.01 |
Exercisable Options, Number | 414,305 | 280,938 | |
Exercisable Options, Weighted Average Exercise Price | $ 5.23 | ||
Stock Option One [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Outstanding Options, Expiry Date | Jun. 30, 2026 | ||
Outstanding Options, Number | 210,489 | ||
Outstanding Options, Weighted Average Remaining Life (years) | 3 years 6 months | ||
Outstanding Options, Weighted Average Exercise Price | $ 3.51 | ||
Exercisable Options, Number | 210,489 | ||
Exercisable Options, Weighted Average Exercise Price | $ 3.51 | ||
Stock Option Two [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Outstanding Options, Expiry Date | May 31, 2026 | ||
Outstanding Options, Number | 320,351 | ||
Outstanding Options, Weighted Average Remaining Life (years) | 3 years 5 months 1 day | ||
Outstanding Options, Weighted Average Exercise Price | $ 7 | ||
Exercisable Options, Number | 160,176 | ||
Exercisable Options, Weighted Average Exercise Price | $ 7 | ||
Stock Option Three [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Outstanding Options, Expiry Date | Jul. 15, 2026 | ||
Outstanding Options, Number | 55,445 | ||
Outstanding Options, Weighted Average Remaining Life (years) | 3 years 6 months 14 days | ||
Outstanding Options, Weighted Average Exercise Price | $ 7 | ||
Exercisable Options, Number | 23,100 | ||
Exercisable Options, Weighted Average Exercise Price | $ 7 | ||
Stock Option Four [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Outstanding Options, Expiry Date | Sep. 30, 2026 | ||
Outstanding Options, Number | 49,284 | ||
Outstanding Options, Weighted Average Remaining Life (years) | 3 years 9 months | ||
Outstanding Options, Weighted Average Exercise Price | $ 7 | ||
Exercisable Options, Number | 20,540 | ||
Exercisable Options, Weighted Average Exercise Price | $ 7 | ||
Stock Option Five [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Outstanding Options, Expiry Date | Nov. 18, 2027 | ||
Outstanding Options, Number | 747,060 | ||
Outstanding Options, Weighted Average Remaining Life (years) | 4 years 10 months 17 days | ||
Outstanding Options, Weighted Average Exercise Price | $ 1.14 | ||
Exercisable Options, Number | |||
Exercisable Options, Weighted Average Exercise Price |
SCHEDULE OF WEIGHTED AVERAGE AS
SCHEDULE OF WEIGHTED AVERAGE ASSUMPTIONS (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Equity [Abstract] | ||
Expected volatility | 78.05% | 80% |
Expected Term (in years) | 3 years 25 days | 3 years 3 months 21 days |
Risk-free interest rate | 3.35% | 0.92% |
Fair value of options | $ 0.60 | $ 2.59 |
SCHEDULE OF OUTSTANDING WARRANT
SCHEDULE OF OUTSTANDING WARRANTS (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Number of warrants, beginning balance | 5,770,262 | 2,546,065 |
Weighted average exercise price, beginning balance | $ 5.91 | $ 7.46 |
Number of warrants, beginning balance | 9,876,680 | 5,770,262 |
Weighted average exercise price, beginning balance | $ 4.91 | $ 5.91 |
Warrants Granted One [Member] | ||
Number of warrants, beginning balance | 4,106,418 | 3,263,997 |
Weighted average exercise price, beginning balance | $ 2.44 | $ 6 |
Expiry Date | Dec. 30, 2025 | Jul. 12, 2024 |
Warrants Granted Two [Member] | ||
Number of warrants, beginning balance | 93,938 | |
Weighted average exercise price, beginning balance | $ 3.99 | |
Expiry Date | Jul. 28, 2024 | |
Warrants Exercised One [Member] | ||
Number of warrants, beginning balance | (133,738) | |
Weighted average exercise price, beginning balance | $ 4.59 |
SCHEDULE OF OUTSTANDING WARRA_2
SCHEDULE OF OUTSTANDING WARRANTS (Details) (Parenthetical) | Mar. 10, 2023 $ / shares |
Convertible Debt [Member] | Subsequent Event [Member] | |
Short-Term Debt [Line Items] | |
Share price | $ 1.24 |
ANTI-DILUTIVE SECURITIES EXCLUD
ANTI-DILUTIVE SECURITIES EXCLUDED FROM COMPUTATION OF EARNINGS PER SHARE (Details) - shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total anti-dilutive weighted average shares | 17,391,927 | 6,487,281 |
Warrant [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total anti-dilutive weighted average shares | 9,876,680 | 5,770,262 |
Share-Based Payment Arrangement, Option [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total anti-dilutive weighted average shares | 1,382,629 | 717,019 |
Prefunded Warrants [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total anti-dilutive weighted average shares | 1,146,132 | |
Convertible Debt Securities [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total anti-dilutive weighted average shares | 4,986,486 |
SHARE CAPITAL (Details Narrativ
SHARE CAPITAL (Details Narrative) - USD ($) | 12 Months Ended | |||
May 28, 2019 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Share-based compensation expense | $ 420,715 | $ 796,141 | ||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Number | 1,382,629 | 717,019 | 1,450,918 | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Weighted Average Exercise Price | $ 3.30 | $ 5.63 | $ 2.01 | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercisable, Number | 414,305 | 280,938 | ||
Unrecognized compensation cost | $ 538,358 | $ 634,626 | ||
Recognized over a period | 2 years | 3 years | ||
Reverse Split [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Weighted Average Exercise Price | $ 5.63 | |||
Option Plan [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Increase the number of authorized shares percentage | 15% |
SUMMARY OF INCOME TAX PROVISION
SUMMARY OF INCOME TAX PROVISION (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Domestic operations - Canada | $ (11,753,662) | $ (6,202,837) |
Foreign operations - United States | (1,119,440) | (440,279) |
Total loss before taxes | $ (12,873,102) | $ (6,643,116) |
SCHEDULE OF COMPONENTS OF INCOM
SCHEDULE OF COMPONENTS OF INCOME TAX (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Loss before taxes | $ (12,873,102) | $ (6,643,116) |
Statutory tax rate | 27% | 27% |
Income taxes at the statutory rate | $ (3,475,738) | $ (1,793,641) |
Change in fair value of derivative liabilities | (1,032,824) | (321,674) |
Non-deductible accretion interest | 747,719 | |
Stock-based compensation | 484,035 | 253,556 |
Share issue costs | (108,685) | (112,812) |
Foreign currency translation | 298,876 | |
Others permanent differences | 63,035 | 111,874 |
Total | (3,023,582) | (1,862,697) |
Change in valuation Allowance | 3,023,582 | 1,862,697 |
Total income tax expense (benefit) |
SCHEDULE OF DEFERRED TAX ASSETS
SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Income Tax Disclosure [Abstract] | ||
Unused net operating losses carry forward - Canada and United States | $ 7,572,932 | $ 4,459,457 |
Unused capital losses carry forward | 40,962 | |
Share issue costs | 130,732 | 174,377 |
Other | (5,286) | |
Total deferred tax assets | 7,698,378 | 4,674,796 |
Valuation allowance | $ (7,698,378) | $ (4,674,796) |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Tax Credit Carryforward [Line Items] | ||
Effective income tax rate reconciliation at federal statutory income tax rate | 27% | 27% |
Capital losses | $ 2,200,000 | $ 900,000 |
Non Capital Losses Carryforward [Member] | CANADA | ||
Tax Credit Carryforward [Line Items] | ||
Capital losses | $ 25,800,000 | 15,700,000 |
Income Tax Examination, Description | expire between 2038 and 2042 | |
Capital Loss Carryforward [Member] | UNITED STATES | ||
Tax Credit Carryforward [Line Items] | ||
Capital losses | $ 0 | $ 200,000 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
David Welch [Member] | ||
Legal expense | $ 79,457 | $ 66,246 |
Shares issued for cash, shares | 0 | 13,158 |
Accounts Payable and Accrued Liabilities [Member] | ||
Due to officers and directors | $ 32,500 | $ 47,461 |
SCHEDULE OF RESEARCH AND DEVELO
SCHEDULE OF RESEARCH AND DEVELOPMENT COSTS (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Research and Development [Abstract] | ||
License agreement | $ 256,703 | |
Product development | 179,563 | 296,931 |
Design and construction | 179,427 | 177,407 |
Research and development costs | $ 615,693 | $ 474,338 |
RESEARCH AND DEVELOPMENT (Detai
RESEARCH AND DEVELOPMENT (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Research and Development [Abstract] | ||
Research and development expense | $ 615,693 | $ 474,338 |
SCHEDULE OF LEASE EXPENSES (Det
SCHEDULE OF LEASE EXPENSES (Details) | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Leases | |
Operating lease cost | $ 295,601 |
Short-term lease cost | 23,361 |
Total lease expenses | $ 318,962 |
SCHEDULE OF FUTURE PAYMENTS UND
SCHEDULE OF FUTURE PAYMENTS UNDER LEASE (Details) - USD ($) | Dec. 31, 2022 | Jan. 02, 2022 | Dec. 31, 2021 |
Leases | |||
2023 | $ 271,110 | ||
2024 | 280,409 | ||
2025 | 296,350 | ||
2026 | 296,350 | ||
2027 | 296,350 | ||
Subsequent years | 518,613 | ||
Total minimum lease payments | 1,959,182 | ||
Less: imputed interest | (438,012) | ||
Total lease liability | 1,521,170 | ||
Current portion of lease liability | (271,110) | ||
Non-current portion of lease liability | $ 1,250,060 | $ 1,837,782 |
LEASES (Details Narrative)
LEASES (Details Narrative) | Dec. 31, 2022 USD ($) |
Leases | |
Operating lease for office remaining lease term | 7 years |
Operating lease discount rate | 7% |
Finance leases | $ 0 |
SUMMARY OF FUTURE PRINCIPAL PAY
SUMMARY OF FUTURE PRINCIPAL PAYMENTS OUTSTANDING (Details) | Dec. 31, 2022 USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2023 | $ 6,732,000 |
2024 | 4,338,000 |
Long Term Debt | $ 11,070,000 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - Subsequent Event [Member] - USD ($) | 2 Months Ended | |||
Jan. 24, 2023 | Jan. 18, 2023 | Mar. 13, 2023 | Jan. 17, 2023 | |
Berry People LLC [Member] | ||||
Subsequent Event [Line Items] | ||||
Business acquisition, description | The BP LOI sets forth a purchase price of $28 million, consisting of $18.2 million in cash and $9.8 million in restricted shares to acquire 70% of Berry People. | |||
Consultant [Member] | ||||
Subsequent Event [Line Items] | ||||
Number of shares issued for services | 12,500 | |||
Prefunded Warrants [Member] | Manna Nutritional Group LLC [Member] | ||||
Subsequent Event [Line Items] | ||||
Number of shares issued upon exercise of warrants | 1,637,049 | |||
Investors [Member] | ||||
Subsequent Event [Line Items] | ||||
Purchase of additional tranches | $ 5,076,923 | $ 5,076,923 | ||
Investors received warrants | 2,661,289 | 2,661,289 | ||
Warrant strike price | $ 1.24 | $ 1.24 | ||
Convertible debt | $ 881,400 | |||
Conversion of stock, shares issued | 710,807 |