Document And Entity Information
Document And Entity Information | 12 Months Ended |
Dec. 31, 2023 shares | |
Document Information Line Items | |
Entity Registrant Name | Mainz Biomed N.V. |
Trading Symbol | MYNZ |
Document Type | 20-F |
Current Fiscal Year End Date | --12-31 |
Entity Common Stock, Shares Outstanding | 21,165,482 |
Amendment Flag | false |
Entity Central Index Key | 0001874252 |
Entity Current Reporting Status | Yes |
Entity Voluntary Filers | No |
Entity Filer Category | Non-accelerated Filer |
Entity Well-known Seasoned Issuer | No |
Document Period End Date | Dec. 31, 2023 |
Document Fiscal Year Focus | 2023 |
Document Fiscal Period Focus | FY |
Entity Emerging Growth Company | true |
Entity Shell Company | false |
Entity Ex Transition Period | false |
ICFR Auditor Attestation Flag | false |
Document Registration Statement | false |
Document Annual Report | true |
Document Transition Report | false |
Document Shell Company Report | false |
Entity File Number | 001-41010 |
Entity Incorporation, State or Country Code | P7 |
Entity Address, Address Line One | Mainz Biomed N.V. |
Entity Address, Address Line Two | Robert Koch Strasse 50 |
Entity Address, Postal Zip Code | 55129 |
Entity Address, City or Town | Mainz |
Entity Address, Country | DE |
Title of 12(b) Security | Ordinary Shares |
Security Exchange Name | NASDAQ |
Entity Interactive Data Current | Yes |
Document Financial Statement Error Correction [Flag] | false |
Document Accounting Standard | International Financial Reporting Standards |
Auditor Firm ID | 6906 |
Auditor Name | Reliant CPA PC |
Auditor Location | Newport Beach, CA |
Business Contact | |
Document Information Line Items | |
Entity Address, Address Line One | Mainz Biomed N.V |
Entity Address, Address Line Two | Robert Koch Strasse 50 |
Entity Address, Postal Zip Code | 55129 |
Entity Address, City or Town | Mainz |
Entity Address, Country | DE |
Contact Personnel Name | Mr. Guido Baechler |
City Area Code | +49 |
Local Phone Number | 6131 / 55428-60 |
Contact Personnel Email Address | info@mainzbiomed.com |
Consolidated Statements of Fina
Consolidated Statements of Financial Position - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Current Assets | ||
Cash | $ 7,070,925 | $ 17,141,775 |
Trade and other receivables, net | 93,555 | 66,984 |
Inventories | 613,638 | 175,469 |
Prepaid expenses and other current assets | 1,201,670 | 994,113 |
Total Current Assets | 8,979,788 | 18,378,341 |
Property and equipment, net | 1,702,317 | 661,692 |
Intangible assets | 3,394,645 | |
Right-of-use assets | 1,332,170 | 1,177,695 |
Other assets | 108 | 23,275 |
Total assets | 15,409,028 | 20,241,003 |
Current Liabilities | ||
Accounts payable and accrued liabilities | 3,451,615 | 2,717,269 |
Accounts payable – related party | 32,702 | |
Deferred revenue | 138,889 | 199,410 |
Convertible debt | 4,903,310 | 43,057 |
Convertible debt - related party | 33,118 | 32,181 |
Silent partnership | 759,168 | |
Silent partnership - related party | 206,167 | |
Intellectual property acquisition liability - related party | 388,839 | |
Lease liabilities | 288,463 | 285,354 |
Total current liabilities | 9,236,936 | 4,242,606 |
Silent partnerships | 758,812 | 687,128 |
Silent partnerships - related party | 271,354 | 256,086 |
Lease liabilities | 1,165,723 | 959,116 |
Intellectual property acquisition liability - related party | 726,977 | |
Total Liabilities | 12,159,802 | 6,144,936 |
Shareholders’ equity | ||
Share capital | 235,818 | 164,896 |
Share premium | 51,507,526 | 38,831,542 |
Reserve | 21,286,215 | 18,079,741 |
Accumulated deficit | (69,328,021) | (43,032,294) |
Accumulated other comprehensive income | (452,312) | 52,182 |
Total shareholders’ equity | 3,249,226 | 14,096,067 |
Total liabilities and shareholders’ equity | $ 15,409,028 | $ 20,241,003 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Profit or loss [abstract] | |||
Revenue | $ 895,479 | $ 529,877 | $ 577,348 |
Cost of sales | 385,820 | 347,726 | 399,726 |
Product margin | 509,659 | 182,151 | 177,622 |
Operating expenses: | |||
Sales and marketing | 6,158,477 | 6,396,906 | 962,664 |
Research and development | 9,590,393 | 5,019,366 | 481,934 |
General and administrative | 11,405,471 | 15,209,919 | 8,457,630 |
Total operating expenses | 27,154,341 | 26,626,191 | 9,902,228 |
Loss from operations | (26,644,682) | (26,444,040) | (9,724,606) |
Other income (expense) | |||
Other income | 601,421 | 411,417 | 393,418 |
Change in fair value of convertible debt | 661,000 | ||
Gain on debt forgiveness – related party | 48,677 | ||
Finance expense | (250,000) | ||
Accretion and interest expense | (559,581) | (289,324) | (339,171) |
Other Expense | (152,562) | (65,389) | |
Acquisition expense | (2,019,739) | ||
Total other income (expense) | 348,955 | 56,704 | (1,965,492) |
Loss before income tax | (26,295,727) | (26,387,336) | (11,690,098) |
Income taxes provision | |||
Net loss | (26,295,727) | (26,387,336) | (11,690,098) |
Foreign currency translation gain (loss) | (504,494) | 49,703 | 204,969 |
Comprehensive loss | $ (26,800,221) | $ (26,337,633) | $ (11,485,129) |
Basic loss per ordinary share (in Dollars per share) | $ (1.62) | $ (1.86) | $ (1.62) |
Weighted average number of ordinary shares outstanding (in Shares) | 16,242,334 | 14,157,492 | 7,210,889 |
Consolidated Statements of Co_2
Consolidated Statements of Comprehensive Loss (Parentheticals) - $ / shares | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Profit or loss [abstract] | |||
Diluted loss per ordinary share | $ (1.62) | $ (1.86) | $ (1.62) |
Consolidated Statement of Chang
Consolidated Statement of Changes in Shareholders’ Equity (Deficit) - USD ($) | Share Capital | Share Premium | Reserve | Accumulated Deficit | Accumulated Other comprehensive Income (loss) | Total |
Balance at Dec. 31, 2020 | $ 64,265 | $ 41,846 | $ 2,309,684 | $ (4,954,860) | $ (202,490) | $ (2,741,555) |
Balance (in Shares) at Dec. 31, 2020 | 5,607,243 | |||||
Issuance of ordinary shares for conversion of debt | $ 4,784 | 3,115 | 507,973 | 515,872 | ||
Issuance of ordinary shares for conversion of debt (in Shares) | 392,757 | |||||
Recapitalization transaction | $ 45,380 | 3,154,315 | 16,954 | 3,216,649 | ||
Recapitalization transaction (in Shares) | 3,710,001 | |||||
Sale of ordinary shares and warrants | $ 26,646 | 9,927,217 | 471,297 | 10,425,160 | ||
Sale of ordinary shares and warrants (in Shares) | 2,300,000 | |||||
Stock option expense | 6,430,158 | 6,430,158 | ||||
Net loss | (11,690,098) | (11,690,098) | ||||
Foreign currency translation | 204,969 | 204,969 | ||||
Balance at Dec. 31, 2021 | $ 141,075 | 13,126,493 | 9,736,066 | (16,644,958) | 2,479 | 6,361,155 |
Balance (in Shares) at Dec. 31, 2021 | 12,010,001 | |||||
Sale of ordinary shares and warrants | $ 15,525 | 23,850,364 | 23,865,889 | |||
Sale of ordinary shares and warrants (in Shares) | 1,725,000 | |||||
Issuance of ordinary shares for exercise of warrants | $ 7,620 | 962,591 | (587,711) | 382,500 | ||
Issuance of ordinary shares for exercise of warrants (in Shares) | 821,456 | |||||
Share based expense | $ 676 | 892,094 | 14,150 | 906,920 | ||
Share based expense (in Shares) | 73,000 | |||||
Stock option expense | 8,917,236 | 8,917,236 | ||||
Net loss | (26,387,336) | (26,387,336) | ||||
Foreign currency translation | 49,703 | 49,703 | ||||
Balance at Dec. 31, 2022 | $ 164,896 | 38,831,542 | 18,079,741 | (43,032,294) | 52,182 | 14,096,067 |
Balance (in Shares) at Dec. 31, 2022 | 14,629,457 | |||||
Issuance of ordinary shares for conversion of debt | $ 13,638 | 3,486,362 | 3,500,000 | |||
Issuance of ordinary shares for conversion of debt (in Shares) | 1,259,019 | |||||
Sale of ordinary shares and warrants | $ 48,538 | 6,344,213 | 6,392,751 | |||
Sale of ordinary shares and warrants (in Shares) | 4,474,032 | |||||
Issuance of ordinary shares for exercise of warrants | $ 3,333 | 12,132 | (15,465) | |||
Issuance of ordinary shares for exercise of warrants (in Shares) | 305,771 | |||||
Issuance of ordinary shares for commitment fee | $ 593 | 249,407 | 250,000 | |||
Issuance of ordinary shares for commitment fee (in Shares) | 54,428 | |||||
Issuance of ordinary shares for acquisition of intangible asset | $ 3,270 | 2,051,730 | 2,055,000 | |||
Issuance of ordinary shares for acquisition of intangible asset (in Shares) | 300,000 | |||||
Share based expense | $ 1,550 | 532,140 | 14,150 | 547,840 | ||
Share based expense (in Shares) | 142,775 | |||||
Stock option expense | 3,207,789 | 3,207,789 | ||||
Net loss | (26,295,727) | (26,295,727) | ||||
Foreign currency translation | (504,494) | (504,494) | ||||
Balance at Dec. 31, 2023 | $ 235,818 | $ 51,507,526 | $ 21,286,215 | $ (69,328,021) | $ (452,312) | $ 3,249,226 |
Balance (in Shares) at Dec. 31, 2023 | 21,165,482 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Cash Flows From Operating Activities | |||
Net loss | $ (26,295,727) | $ (26,387,336) | $ (11,690,098) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | |||
Share based compensation | 4,005,629 | 9,824,157 | 6,430,158 |
Depreciation and amortization | 866,412 | 379,798 | 69,929 |
Bad debt expense | 14,357 | 65,389 | |
Inventory write down | 76,682 | ||
Accretion expense | 168,109 | 79,628 | 139,974 |
Government grant | (118,232) | (51,410) | |
Change in fair value of convertible debt | (661,000) | ||
Debt forgiveness – related party | (48,677) | ||
Acquisition expense | 2,019,739 | ||
Changes in operating assets and liabilities: | |||
Trade and other receivables, net | 15,544 | (211,231) | 24,215 |
Inventories | (500,187) | (172,377) | |
Prepaid expenses and other assets | (239,703) | (53,788) | (833,556) |
Deferred revenue | (60,521) | 173,902 | 11,080 |
Accounts payable and accrued liabilities | 720,237 | 1,650,500 | 659,645 |
Net cash used in operating activities | (21,938,845) | (14,769,590) | (3,220,324) |
Cash Flows From Investing Activities | |||
Reverse Acquisition | 1,219,856 | ||
Purchase of intangible asset | (700,000) | ||
Purchase of property and equipment | (1,198,841) | (658,483) | (16,705) |
Net cash used in investing activities | (1,898,841) | (658,483) | 1,203,151 |
Cash Flows From Financing Activities | |||
Sale of units including ordinary shares and warrants | 6,392,751 | 23,865,889 | 10,425,160 |
Warrant exercise proceeds | 382,500 | ||
Proceeds from convertible debt | 10,120,000 | 7,673 | |
Repayments of convertible debt | (1,100,000) | ||
Proceeds from loans payable | 2,305 | ||
Proceeds from silent partnerships | 236,636 | ||
Payments on silent partnerships | (771,495) | (11,832) | |
Payments on silent partnerships – related party | (162,255) | ||
Payments on loan payable | (107,027) | ||
Payments of lease obligations | (252,309) | (197,944) | (49,408) |
Net cash provided by financing activities | 14,226,692 | 23,943,418 | 10,610,534 |
Effect of changes in exchange rates | (459,856) | (101,112) | 11,613 |
Net change in cash | (10,070,850) | 8,414,233 | 8,604,974 |
Cash at beginning of period | 17,141,775 | 8,727,542 | 122,568 |
Cash at end of period | 7,070,925 | 17,141,775 | 8,727,542 |
Supplemental Disclosure of Operating Cash Flows | |||
Interest paid | 153,580 | 125,543 | 46,240 |
Non-Cash Investing and Financing Activities | |||
Right of use asset additions | 1,009,638 | 1,010,299 | 32,353 |
Acquisition of intangible asset for payable and stock payable | 3,271,828 | ||
Issuance of ordinary shares for share exchange | 3,216,649 | ||
Issuance of ordinary shares for cashless exercise | 15,465 | 6,472 | |
Issuance of ordinary shares for conversion of debt | $ 3,000,000 | $ 508,237 |
Nature of Operations and Going
Nature of Operations and Going Concern | 12 Months Ended |
Dec. 31, 2023 | |
Nature of Operations and Going Concern [Abstract] | |
NATURE OF OPERATIONS AND GOING CONCERN | 1. NATURE OF OPERATIONS AND GOING CONCERN Mainz Biomed N.V. (the “Company”) is domiciled in Netherlands. The Company’s registered office is at Robert-Koch Strasse 50, 55129 Mainz, Germany with substantially all of its operations in Germany. The Company was formed to acquire the business of Mainz Biomed Germany GmbH (f/k/a PharmGenomics GmbH (“PharmaGenomics”, “PG”)). In September 2021, the Company completed a Contribution Agreement to effect such acquisition (see Note 4). We develop and sell in-vitro diagnostic (“IVD”) tests for the early detection of cancer. Our flagship ColoAlert product is being marketed and sold in European markets. We are currently developing our next generation colorectal cancer screening product and intend to launch that product in the future in the United States and in Europe. We additionally operate a clinical diagnostic laboratory and distribute our IVD kits to third-party laboratories in Europe and through our on-line store in Germany. Throughout these consolidated financial statements, Mainz Biomed N.V. and its directly and indirectly wholly owned subsidiaries, Mainz Biomed USA, Inc, Mainz Biomed GmbH (f/k/a PharmGenomics GmbH) and European Oncology Lab GmbH are referred to, collectively and individually as “Mainz”, “Mainz Biomed”, or the “Company”). Share Exchange On August 3, 2021, the Company entered into a contribution agreement (the “Contribution Agreement”) between Mainz Biomed B.V. (“Mainz”), which was a private company with limited liability under Dutch law incorporated for the purpose of acquiring PharmGenomics. Under the Contribution Agreement, 100% of the shares of PharmGenomics were acquired in exchange for 6,000,000 shares of Mainz. Upon the closing of the Contribution Agreement, PharmGenomics became a wholly owned subsidiary of Mainz and the former shareholders of PharmGenomics held approximately 62% of the outstanding shares of Mainz prior to the Company’s initial public offering. On September 20, 2021, PharmGenomics and Mainz closed the Contribution Agreement. In November 2021, Mainz completed its initial public offering of its ordinary shares on the Nasdaq Capital Market, selling 2,300,000 shares at $5.00 per share. Upon the IPO the Company converted from Mainz Biomed B.V. to Mainz Biomed N.V. Going Concern The Company has recurring losses, accumulated deficit totaling $69,328,021 and negative cash flows used in operating activities of $21,938,845 as of and for the year ended December 31, 2023. The Company also had $7,070,925 of cash on hand at December 31, 2023. These factors raise a substantial doubt as to the Company’s ability to continue as a going concern for a period that is one year from the date these financial statements are published. If the Company is unable to obtain funding, the Company could be forced to delay, reduce, or eliminate its research and development, regulatory, and commercial efforts which could adversely affect its future business prospects and its ability to continue as a going concern. Management plans to fund its cash flow needs through current cash on hand and future debt and/or equity financings which it may obtain through one or more public or private equity offerings, debt financings, government or other third-party funding, strategic alliances, or collaboration agreements. During 2022 the Company raised $24.2 million of net proceeds from common stock sales and warrant proceeds. During 2023 the Company raised $16.5 million from a combination of sale of shares and warrants as well as the issuance of convertible debt. During 2024 and beyond the Company believes that it will be able to raise additional funds through a combination of the sale of ordinary shares, the sale and/or conversion of warrants, and use of the Company’s access to capital through its Controlled Equity Offering (see Note 16) and its Pre-Paid Advance Agreement (see Note 13). The Company also has the ability to defer certain costs, especially those related to clinical studies, to match financing inflows. The Company believes that its currently available cash on hand, including additional financing described above, will be sufficient to meet its planned expenditures and to meet the Company’s obligations for at least the one-year period following its consolidated financial statement issuance date. These consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities in the normal course of business. These consolidated financial statements do not reflect the adjustments to the carrying values of assets and liabilities, the reported revenues and expenses, and the statement of financial position classifications used, that would be necessary if the Company were unable to realize its assets and settle its liabilities as a going concern in the normal course of operations. Such adjustments could be material. |
Basis of Presentation
Basis of Presentation | 12 Months Ended |
Dec. 31, 2023 | |
Basis of Presentation [Abstract] | |
BASIS OF PRESENTATION | 2. BASIS OF PRESENTATION Basis of Presentation and Statement of Compliance These consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) and interpretations of the International Financial Reporting Issues Committee (“IFRIC”). The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all years presented, unless otherwise stated. These financial statements have been prepared on a historical cost basis, modified where applicable. In addition, these financial statements have been prepared using the accrual basis of accounting except for cash flow information. They were authorized for issue by the Company’s board of directors on April 8, 2024. New Accounting Standards Standards, interpretations and amendments to standards and interpretations in the reporting period not yet effective and not yet applied: Amendment to IAS 1, Presentation of Financial Statements IAS 1 was amended in January 2020 to address inconsistences with how entities apply the standard over classification of current and non-current liabilities. The amendment serves to address whether, in the statement of financial position, debt and other liabilities with an uncertain settlement should be classified as current or non-current. The amendment is effective for annual reporting periods beginning on or after January 1, 2024. Earlier adoption is permitted. The Company will adopt this amendment as of the effective date and does not anticipate any material impacts on adoption. Amendment to IAS 12 Deferred Tax related to Assets and Liabilities arising from a Single Transaction The amendment narrowed the scope of certain recognition exemptions so that it no longer applies to transactions that, on initial recognition, give rise to equal taxable and deductible temporary differences. An entity applies the amendments to transactions that occur on or after the beginning of the earliest comparative period presented. It also, at the beginning of the earliest comparative period presented, recognizes deferred tax for all temporary differences related to leases and decommissioning obligations and recognizes the cumulative effect of initially applying the amendments as an adjustment to the opening balance of retained earnings (or other component of equity, as appropriate) at that date. The amendment is effective for annual periods beginning on or after January 1, 2023. Adoption did not have a material impact on our consolidated financial statements. |
Summary of Significant Accounti
Summary of Significant Accounting Policies and Use of Estimates and Judgments | 12 Months Ended |
Dec. 31, 2023 | |
Summary of Significant Accounting Policies and Use of Estimates and Judgments [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND USE OF ESTIMATES AND JUDGMENTS | 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND USE OF ESTIMATES AND JUDGMENTS Inventories Inventories are measured at the lower of cost and net realizable value. The cost of inventories is based on a weighted average cost and includes expenditure incurred in acquiring the inventories, production or conversion costs and other costs incurred in bringing them to their existing location and condition. Net realizable value is the estimated selling price in the ordinary course of business, less the estimated costs of completion and selling expenses. Property and Equipment Property and equipment are recorded at cost less accumulated depreciation. Expenditures that extend the life of the asset are capitalized and depreciated. Depreciation is recorded using the straight-line method over the estimated useful lives of the assets. Management evaluates the useful lives and method of depreciation at least annually and accounts for any changes to the useful life or method prospectively. Maintenance and repairs are charged to expense as incurred; cost of major additions and betterments are capitalized. The estimated useful lives are: Laboratory equipment 5 – 10 years Office equipment 3 – 10 years Right-of-use assets Lease terms Impairment of Non-Financial Assets The Company performs impairment tests on its long-lived assets, including property and equipment when new events or circumstances occur, or when new information becomes available relating to their recoverability. When the recoverable amount of each separately identifiable asset or cash generating unit (“CGU”) is less than its carrying value, the asset or CGU’s assets are written down to their recoverable amount with the impairment loss charged against profit or loss. A reversal of the impairment loss in a subsequent period will be charged against profit or loss if there is a significant reversal of the circumstances that caused the original impairment. The impairment will be reversed up to the amount of depreciated carrying value that would have otherwise occurred if the impairment loss had not occurred. The CGU’s recoverable amount is evaluated using fair value less costs to sell calculations. In calculating the recoverable amount, the Company utilizes discounted cash flow techniques to determine fair value when it is not possible to determine fair value from active markets or a written offer to purchase. Management calculates the discounted cash flows based upon its best estimate of a number of economic, operating, engineering, environmental, political and social assumptions. Any changes in the assumptions due to changing circumstances may affect the calculation of the recoverable amount. There was no impairment recognized in the consolidated financial statements for the years ended December 31, 2023 and 2022. Leases The Company assesses at contract inception whether a contract is, or contains, a lease. That is, if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration, the Company has the right to obtain substantially all of the economic benefits from the use of the asset through the specified period, and the Company has the right to direct the use of the specified assets, which involves the right to make the decisions that are most relevant to its use. The Company applies a single recognition and measurement approach for all leases, except for short-term leases and leases of low-value assets, which are recognized in profit or loss as the expense is incurred. At the commencement date of the lease, the Company recognizes lease liabilities measured at the present value of lease payments to be made over the lease term. Lease payments include fixed payments (including in-substance fixed payments) less any lease incentives receivable, variable lease payments that depend on an index or a rate, and amounts expected to be paid under residual value guarantees. Lease payments also include the exercise price of a purchase option reasonably certain to be exercised by the Company and payments of penalties for terminating the lease, if the lease term reflects the Company exercising the option to terminate. Variable lease payments that do not depend on an index or a rate are recognized as expenses in the period in which the event or condition that triggers the payment occurs. In calculating the present value of lease payments, the Company uses the rate implicit in the lease, or if not readily determinable, its incremental borrowing rate (“IBR”). After the commencement date, the amount of lease liabilities is increased to reflect the accretion of interest and reduced for the lease payments made. In addition, the carrying amount of lease liabilities is remeasured if there is a modification, a change in the lease term, a change in the lease payments (e.g., changes to future payments resulting from a change in an index or rate used to determine such lease payments) or a change in the assessment of an option to purchase the underlying asset. Upon a remeasurement of a lease liability, the Company records a proportionate adjustment to the corresponding right-of-use asset. If the remeasurement results in a reduction of the right-of-use asset to nil, the difference is recorded in the statements of profit or loss in the period of occurrence. The Company recognizes right-of-use assets at the commencement date of the lease (i.e., the date the underlying asset is available for use). Right-of-use assets are measured at cost, less any accumulated depreciation and impairment losses, and adjusted for any remeasurement of lease liabilities. The cost of right-of-use assets includes the amount of lease liabilities recognized, initial direct costs incurred, and lease payments made at or before the commencement date less any lease incentives received. Right-of-use assets are depreciated on a straight-line basis over the shorter of the lease term and the estimated useful lives of the assets. Revenue Recognition The Company’s revenue is primarily derived through providing genetic diagnostic tests to customers. The Company recognizes revenue in accordance with IFRS 15–- “Revenue from Contracts with Customers”. In accordance with IFRS 15, revenue is recognized upon the satisfaction of performance obligations. Performance obligations are satisfied at the point at which control of the promised goods or services are transferred to customers, in an amount that reflects the consideration the Company expects to be entitled to receive for those goods and services. The Company sells its genetic diagnostic testing kits to both laboratory partners and directly to patients who are the end users of the product. Upon the delivery of our products to laboratory partners the Company has completed its performance obligations and as such revenue is recorded upon delivery. Sales to patients, or end users, where samples are sent to our diagnostic lab for testing and evaluation, are recognized when they are delivered to the end user, returned to our laboratory, and testing results have been delivered. Revenue from these sales is deferred on our Statement of Financial Position until recognition. Cost of revenue Cost of revenue consists of patient test kits and laboratory kits sold to laboratory partners and patients. In the case of test performed in our diagnostic laboratory Cost of Revenue also includes the labor and overhead related to the performance of those test. Research and Development Expenditure on research activities, undertaken with the prospect of gaining new technical knowledge and understanding, is recognized in profit or loss as incurred. Development activities involve a plan or design for the production of new or substantially improved products and processes. Development expenditure is capitalized only if development costs can be measured reliably, the product or process is technically and commercially feasible, future economic benefits are probable, and the Company intends to and has sufficient resources to complete development and to use or sell the asset. The expenditure capitalized includes the cost of materials, direct labor, overhead costs that are directly attributable to preparing the asset for its intended use, and borrowing costs on qualifying assets. Other development expenditures are recognized in profit or loss as incurred. Research and development costs incurred subsequent to the acquisition of externally acquired intangible assets and on internally generated intangible assets are accounted for as research and development costs. Financial Instruments a) Classification The Company classifies its financial instruments in the following categories: at fair value through profit and loss (“FVTPL”), at fair value through other comprehensive income (loss) (“FVTOCI”) or at amortized cost. The Company determines the classification of financial assets at initial recognition. The classification of debt instruments is driven by the Company’s business model for managing the financial assets and their contractual cash flow characteristics. Equity instruments that are held for trading are classified as FVTPL. For other equity instruments, on the day of acquisition the Company can make an irrevocable election (on an instrument-by-instrument basis) to designate them as at FVTOCI. Financial liabilities are measured at amortized cost, unless they are required to be measured at FVTPL (such as instruments held for trading or derivatives) or if the Company has opted to measure them at FVTPL. b) Measurement Financial assets and liabilities at amortized cost Financial assets and liabilities at amortized cost are initially recognized at fair value plus or minus transaction costs, respectively, and subsequently carried at amortized cost less any impairment. The Company’s financial assets measured at amortized cost are comprised of its cash and trade and other receivables, net. The Company’s financial liabilities measured at amortized cost are comprised of its accounts payable and accrued liabilities, loans payable, loans payable – related party, convertible debt, convertible debt – related parties, silent partnerships, silent partnerships – related party and lease liabilities. Financial assets and liabilities at FVTPL Financial assets and liabilities carried at FVTPL are initially recorded at fair value and transaction costs are expensed in the statements of loss and comprehensive loss. Realized and unrealized gains and losses arising from changes in the fair value of the financial assets and liabilities held at FVTPL are included in the statements of loss and comprehensive loss in the period in which they arise. Debt instruments at FVTOCI These assets are initially measured at fair value. Interest income calculated using the effective interest method, foreign exchange gains and losses and impairment are recognized in profit or loss. Other net gains and losses associated with changes in fair value are recognized in OCI. On derecognition, gains and losses accumulated in OCI are reclassified to profit or loss. The Company does not hold any debt instruments at FVTOCI. Equity instruments at FVTOCI These assets are initially measured at fair value. Dividends are recognized as income in profit or loss unless the dividend clearly represents a recovery of part of the cost of the investment. Other net gains and losses associated with changes in fair value are recognized in OCI and are never reclassified to profit or loss. The Company does not hold any equity instruments at FVTOCI. c) Impairment of financial assets at amortized cost The Company recognizes a loss allowance for expected credit losses on financial assets that are measured at amortized cost. At each reporting date, the Company measures the loss allowance for the financial asset at an amount equal to the lifetime expected credit losses if the credit risk on the financial asset has increased significantly since initial recognition. If at the reporting date, the financial asset has not increased significantly since initial recognition, the Company measures the loss allowance for the financial asset at an amount equal to the twelve month expected credit losses. The Company shall recognize in the statements of loss and comprehensive loss, as an impairment gain or loss, the amount of expected credit losses (or reversal) that is required to adjust the loss allowance at the reporting date to the amount that is required to be recognized. d) Derecognition Financial assets The Company derecognizes financial assets only when the contractual rights to cash flows from the financial assets expire, or when it transfers the financial assets and substantially all of the associated risks and rewards of ownership to another entity. Financial liabilities The Company derecognizes a financial liability when its contractual obligations are discharged or cancelled or expire. The Company also derecognizes a financial liability when the terms of the liability are modified such that the terms and/or cash flows of the modified instrument are substantially different, in which case a new financial liability based on the modified terms is recognized at fair value. Gains and losses on derecognition are generally recognized in profit or loss. Convertible Debt The Company evaluates at initial recognition of a convertible debt the different components and features of the hybrid instruments and determines whether these elements are equity instruments or embedded derivatives which require bifurcation. In subsequent periods, the liability component is accounted for using (i) the fair value method, or (ii) the effective interest method, based on the expected maturity of the debt. The equity component is not remeasured, while embedded derivatives unless closely related to the host instruments, are recorded at fair value through the Consolidated Statement of Operations unless the convertible debt falls under FVTPL. Foreign Currency Translation The functional currency is determined using the currency of the primary economic environment in which that entity operates. The functional currency, as determined by management, of the Company is the Euro (EUR). Foreign currency transactions are translated into functional currency using the exchange rates prevailing at the date of the transaction. Foreign currency monetary items are translated at the period-end exchange rate. Non-monetary items measured at historical cost continue to be carried at the exchange rate at the date of the transaction. Non-monetary items measured at fair value are reported at the exchange rate at the date when fair values were determined. Exchange differences arising on the translation of monetary items or on settlement of monetary items are recognized in the statement of comprehensive loss in the period in which they arise, except where deferred in equity as a qualifying cash flow or net investment hedge. Exchange differences arising on the translation of non-monetary items are recognized in other comprehensive income to the extent that gains and losses arising on those non-monetary items are also recognized in other comprehensive income. Where the non-monetary gain or loss is recognized in profit or loss, the exchange component is also recognized in profit or loss. The Company’s presentation currency is the US dollar. For presentation purposes, all amounts are translated from the Euro functional currency to the US dollar presentation currency for each period using the exchange rate at the end of each reporting period for the statement of financial position. Revenues and expenses are translated on the basis of average exchange rates during the year. Exchange gains and losses arising from translation to the Company’s presentation currency are recorded as exchange differences on translation to reporting currency, which is included in other comprehensive income (loss). Income Taxes Current income tax: Current income tax assets and liabilities for the current period are measured at the amount expected to be recovered from or paid to taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted, at the reporting date, in the countries where the Company operates and generates taxable income. Current income tax relating to items recognized directly in other comprehensive income or equity is recognized in other comprehensive income or equity and not in profit or loss. Management periodically evaluates positions taken in the tax returns with respect to situations in which applicable tax regulations are subject to interpretation and establishes provisions where appropriate. Deferred tax: Deferred tax is recognized on temporary differences at the reporting date arising between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes. The carrying amount of deferred tax assets is reviewed at the end of each reporting period and recognized only to the extent that it is probable that future taxable income will be available to allow all or part of the temporary differences to be utilized. Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the year when the asset is realized or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted and are expected to apply by the end of the reporting period. Deferred tax assets and deferred income tax liabilities are offset if a legally enforceable right exists to set off current tax assets against current income tax liabilities and the deferred taxes relate to the same taxable entity and the same taxation authority. Government Grants Government grants are recognized when there is reasonable assurance that the grant will be received and that the Company will comply with the conditions attached to them. When the grant relates to an expense item, it is recognized as income on a systematic basis over the periods that the related costs, for which it is intended to compensate, are expensed. When the grant relates to an asset, it is recognized as income in equal amounts over the expected useful life of the related asset. Loans received with better than market terms from government programs are recognized initially at fair value, with the difference between the fair value of the loan based on prevailing market interest rates and the amount received recorded as a gain in the statements of loss and comprehensive loss. Share-Based Compensation Our stock option grants may contain time based or market-based vesting provisions. Time based options are expensed on a straight-line basis over the vesting period. Market based options (“MBOs”) are expensed when the related service and market performance conditions are expected to be met, such that the expenses ultimately recognized is based on the number of awards that meet the related service and market performance conditions at the vesting date. The fair value of the stock options is determined on the grant date and is affected by our stock price and other assumptions regarding a number of complex and subjective variables. These variables include our expected stock price volatility over the term of the awards, risk free interest rates, expected dividends, and the expected option exercise term. The Company estimates the fair value of time-based stock options using the Black-Scholes-Merton pricing model. The simplified method is used to estimate the expected term of stock options due to a lack of related historical data regarding exercise, cancellation, and forfeiture. For MBOs, the fair value is estimated using Monte Carlo simulation techniques. Where an equity-settled award is cancelled, it is treated as if it vested on the date of the cancellation and any expense not yet recognized for the award (being the total expense as calculated at the grant date) is recognized immediately. This includes any awards where vesting conditions within the control of either the Company or the employee are not met. However, if a new award is substituted for the cancelled award and designated as a replacement award on the date that it is granted, the cancelled award and new awards are treated as if they were a modification of the original awards. Loss per Share Basic loss per share is calculated by dividing the loss attributable to common shareholders by the weighted average number of common shares outstanding in the period. For all periods presented, the loss attributable to common shareholders equals the reported loss attributable to owners of the Company. When calculating the diluted earnings (loss) per share, the Company adds to the average number of ordinary shares outstanding, that was used to calculate the basic earnings per share, the weighted average of the number of shares to be issued assuming that all shares that have a potentially dilutive effect would be converted into shares. Potential ordinary shares are only taken into account in cases where their effect is dilutive (reducing the earnings per share or increasing the loss per share). As the Company has recorded net losses from operations in all periods presented, it has excluded stock options and warrants from the diluted Loss per Share calculation as the exercise of such would be anti-dilutive. Segment Report The Company operates in one operating segment, genetic diagnostic testing. Reclassifications Certain prior year amounts have been reclassified for consistency with the current year presentation. Critical Accounting Estimates and Significant Management Judgments The preparation of financial statements in accordance with IFRS requires the Company to use judgment in applying its accounting policies and make estimates and assumptions about reported amounts at the date of the financial statements and in the future. The Company’s management reviews these estimates and underlying assumptions on an ongoing basis, based on experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Revisions to estimates are adjusted for prospectively in the period in which the estimates are revised. Useful lives of property and equipment Estimates of the useful lives of property and equipment and intangible assets are based on the period over which the assets are expected to be available for use. The estimated useful lives are reviewed annually and are updated if expectations differ from previous estimates due to physical wear and tear, technical or commercial obsolescence, not electing to exercise renewal options on Leases, and legal or other limits on the use of the relevant assets. In addition, the estimation of the useful lives of the relevant assets may be based on internal technical evaluation and experience with similar assets. It is possible, however, that future results of operations could be materially affected by changes in the estimates brought about by changes in the factors mentioned above. The amounts and timing of recorded expenses for any period would be affected by changes in these factors and circumstances. A reduction in the estimated useful lives of the property and equipment and intangible assets would increase the recorded expenses and decrease the non-current assets. Provision for expected credit losses on trade receivables The provision for expected credit losses on trade receivables are estimated based on historical information, customer concentrations, customer solvency, current economic and geographical trends, and changes in customer payment terms and practices. The Company will calibrate its provision matrix to adjust the historical credit loss experience with forward-looking information. The assessment of the correlation between historical observed default rates, forecast economic conditions and expected credit losses is a significant estimate. The amount of expected credit losses is sensitive to changes in circumstances and of forecast economic conditions. The Company’s historical credit loss experience and forecast of economic conditions may also not be representative of the customer’s actual default in the future. Estimating the incremental borrowing rate on leases The Company cannot readily determine the interest rate implicit in leases where it is the lessee. As such, it uses its incremental borrowing rate (“IBR”) to measure lease liabilities. The IBR is the rate of interest that the Company would have to pay to borrow over a similar term, and with a similar security, the funds necessary to obtain an asset of comparable value to the right-of-use asset in a similar economic environment. IBR therefore reflects what the Company “would have to pay”, which requires estimation when no observable rates are available or where the applicable rates need to be adjusted to reflect the terms and conditions of the lease. The Company estimates the IBR using observable inputs (such as market interest rates) when available and is required to make certain entity-specific estimates. Estimating the fair value of share-based payment transactions The Company utilizes a Black-Scholes model, or where appropriate, a Monte-Carlo Simulation to estimate the fair value of its share-based payments. In applying these models, management must estimate the expected future volatility of the Company’s estimated share price and makes such assumptions based on a proxy of publicly listed entities under an expectation that historical volatility is representative of the expected future volatility. Additionally, estimates have been made by management, in respect of the performance warrants, regarding the length of the vesting period as well as the number of performance warrants that are likely to vest. Estimating the fair value of financial instruments When the Company recognizes a financial instrument, where there is no active market for such an instrument, the Company utilizes alternative valuation methods. The Company utilizes inputs from observable markets to the extent that an appropriate market can be identified, but when there is a lack of such a market, the Company applies judgment to determine a fair value. Such judgments require those such as risk and volatility, of which changes in such assumptions may impact the fair value of the financial instrument. Other significant judgments The preparation of these financial statements in accordance with IFRS requires the Company to make judgments, apart from those involving estimates, in applying accounting policies. The most significant judgments in applying the Company’s financial statements include: ● The assessment of the Company’s ability to continue as a going concern and whether there are events or conditions that may give rise to significant uncertainty; ● The determination of the lease term of contracts with renewal and termination options; ● Determination of the extent to which it is probable that future taxable income will be available to allow all or part of the temporary differences and net operating losses to be utilized; ● Whether there are indicators of impairment of the Company’s long-lived assets, including its intangible assets; ● Development costs do not meet the conditions for capitalization in accordance with IAS 38 and therefore all research and development costs have been expensed as incurred. |
Contribution Agreement
Contribution Agreement | 12 Months Ended |
Dec. 31, 2023 | |
Contribution Agreement [Abstract] | |
CONTRIBUTION AGREEMENT | 4. CONTRIBUTION AGREEMENT On August 3, 2021, Mainz Biomed N.V. (f/k/a Mainz Biomed B.V.) and Mainz Biomed Germany Gmbh (f/k/a Pharmgenomics GmbH (“PG”)) entered into Contribution Agreement for the purpose of Mainz Biomed N.V. acquiring PG. Under the Contribution Agreement, 100% of the shares of PG were acquired in exchange for 6,000,000 shares of the Company. Upon the closing of the Contribution Agreement, PG became a wholly owned subsidiary of the Company with the former shareholders of PG holding approximately 62% of the outstanding shares of the Company, after the Contribution Agreement closing. On September 20, 2021, Mainz Biomed N.V. and PG closed the Contribution Agreement. For accounting purposes, the acquisition was considered to be a reverse acquisition under IFRS 3 Business Combinations (“IFRS 3”) as the shareholders of PG obtained control of the Company. However, as Mainz Biomed N.V. did not, prior to the Contribution Agreement, meet the definition of a business as defined by IFRS 3, it has been accounted for as a share-based payment transaction in accordance with IFRS 2. The accounting for this transaction resulted in the following: 1. The consolidated financial statements of the combined entity are considered a continuation of the financial statements of the legal subsidiary, PG. 2. As PG was deemed to be the acquirer for accounting purposes, its assets and liabilities were included in the consolidated financial statements at their historical carrying values. 3. Since the shares allocated to the former shareholders of PG on closing of the Contribution Agreement were considered within the scope of IFRS 2, and there were not specifically identified goods or service received in return for the issuance of the shares, the value in excess of the net identifiable assets (net of liabilities acquired) of Mainz Biomed, N.V. acquired on closing was expensed in the consolidated statement of loss and comprehensive loss as an Acquisition Expense. The fair value of the 6,000,000 common shares for all of the outstanding shares of PG was determined to be $3,216,649 or $0.54 per common share. 4. The fair value of all the consideration given and charged to acquisition expense was comprised of Fair value of common stock at share exchange date $ 3,216,649 Identifiable assets acquired at September 20, 2021 Cash 1,219,855 VAT receivable 12,497 Accounts payable (35,443 ) $ 1,196,910 Unidentified assets acquired Acquisition expense $ 2,019,739 Total net identifiable assets and transaction costs $ 3,216,649 |
Trade and Other Receivables
Trade and Other Receivables | 12 Months Ended |
Dec. 31, 2023 | |
Trade and Other Receivables [Abstract] | |
TRADE AND OTHER RECEIVABLES | 5. TRADE AND OTHER RECEIVABLES December 31, December 31, 2023 2022 Trade receivables $ 121,735 $ 130,588 Less: allowance for doubtful accounts (28,180 ) (66,852 ) Trade receivables, net 93,555 63,736 Other - 3,248 $ 93,555 $ 66,984 For the year ended December 31, 2023, the Company recorded a reduction in allowance for doubtful accounts of $38,672, for trade receivables. |
Inventories
Inventories | 12 Months Ended |
Dec. 31, 2023 | |
Inventories [Abstract] | |
INVENTORIES | 6. INVENTORIES December 31, December 31, 2023 2022 Raw materials $ 430,004 $ 175,469 Finished goods 240,467 - 670,471 175,469 Less: Reserve (56,833 ) - $ 613,638 $ 175,469 For the year ended December 31, 2023, the Company recorded an inventory write down of $76,682 due to expiration of raw materials. |
Prepaid and Other Current Asset
Prepaid and Other Current Assets | 12 Months Ended |
Dec. 31, 2023 | |
Prepaid and Other Current Assets [Abstract] | |
PREPAID AND OTHER CURRENT ASSETS | 7. PREPAID AND OTHER CURRENT ASSETS December 31, December 31, 2023 2022 Prepaid insurance $ 478,116 $ 624,033 Other prepaid expense 327,538 55,356 Security deposit 135,061 122,570 VAT receivable 260,955 192,154 $ 1,201,670 $ 994,113 For the year ended December 31, 2023, the Company recorded bad debt reserve of $53,295 for VAT receivables. |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | 8. PROPERTY AND EQUIPMENT Property and equipment and the changes in property, equipment and accumulated depreciation for the years ended December 31, 2023 and 2022 are provided as follows: Laboratory Office Construction Total Cost Balance at December 31, 2021 $ 78,691 $ 11,697 $ - $ 90,388 Additions 496,077 162,405 - 658,482 Disposal/reclasses - - - - Effects of currency translation 4,403 2,245 - 6,648 Balance at December 31, 2022 $ 579,171 $ 176,347 $ - $ 755,518 Additions 932,125 236,427 58,722 1,227,274 Disposal/reclasses (51,509 ) 10,619 - (40,890 ) Effects of currency translation 34,945 (4,713 ) 1,207 31,439 Balance at December 31, 2023 $ 1,494,732 $ 418,680 $ 59,929 $ 1,973,341 Accumulated depreciation Balance at December 31, 2021 $ 44,787 $ 7,717 $ - $ 52,504 Depreciation 34,977 8,563 - 43,540 Disposal/reclasses - - - - Effects of currency translation (1,931 ) (287 ) - (2,218 ) Balance at December 31, 2022 $ 77,833 $ 15,993 $ - $ 93,826 Depreciation 137,996 64,987 - 202,983 Disposal/reclasses (36,039 ) 4,013 - (32,026 ) Effects of currency translation 4,359 1,882 - 6,241 Balance at December 31, 2023 $ 184,149 $ 86,875 $ - $ 271,024 Net book value at December 31, 2022 $ 501,338 $ 160,354 $ - $ 661,692 Net book value at December 31, 2023 $ 1,310,583 $ 331,805 $ 59,929 $ 1,702,317 For the year ended December 31, 2023, 2022 and 2021, the Company recorded deprecation of $202,983, $43,540 and $6,573, respectively. During 2023, we have begun the expansion of our clinical laboratory in our headquarters facility. Expenditures related to that lab expansion are included in Construction in progress. As of December 31, 2023 and 2022, management assessed that there were no events or changes in circumstances that would require impairment testing of its fixed assets. |
Intangible Asset
Intangible Asset | 12 Months Ended |
Dec. 31, 2023 | |
Intangible Assets [Abstract] | |
INTANGIBLE ASSET | 9. INTANGIBLE ASSET Our flagship product is ColoAlert, a colorectal cancer (“CRC”) screening test. On January 1, 2019, we entered into an exclusive licensing agreement (the “Licensing Agreement”) with ColoAlert AS to license the intellectual property related to the ColoAlert test. On February 11, 2021, we obtained an option exercisable for three years to acquire the intellectual property for the ColoAlert test for (i) either a one-time cash payment of €2,000,000 or a €4,000,000 payment in ordinary shares at the valuation of our most recent financing plus (ii) a lifetime royalty payment of €5 per ColoAlert test sold (the “Option”). Subsequent to February 11, 2021, ColoAlert AS assigned their interest in ColoAlert and in the Licensing Agreement and the Option to Uni Targeting Research AS. On February 15, 2023, we entered into an Intellectual Property Asset Purchase Agreement (“IPA”), which supersedes the Licensing and Options Agreements. Pursuant to the IPA, we acquired the intellectual property underlying the ColoAlert test. Pursuant to the IPA, we were able to reduce the price paid for the intellectual property to (i) $2 million cash, to be paid out over the next four years, (ii) 300,000 ordinary restricted shares and (iii) a revenue share limited to $1 per test sold for a period of 10 years. The Company recognized an intangible asset from this purchase and assigned a 10-year useful life. The intangible assets were valued: (a) for the portion to be settled in stock of the Company at the value on the day of closing, or $6.85 per share, and (b) for the cash portion, at the present value of the future payments using a 10% discount. During the year ended December 31, 2023 the Company paid $700,000 to the seller. The Company recorded amortization of $377,183 and interest expense of $100,813 for the year ended December 31, 2023. As of December 31, 2023, the liability for remaining required payments of $1,115,816 is recorded as intellectual property acquisition liability – related party (current and non-current) on the Statement of Financial Position. In January 2022 the Company licensed the right to a novel set of mRNA biomarkers, including the exclusive license under a patent pending. Upon completion of the Company’s evaluation of those biomarkers it exercised its right to acquire the rights to those biomarkers including the rights under the patent pending on February 15, 2023. The Company plans to use several of these biomarkers in its next generation product. Pursuant to the technology assignment agreement with SOCPRA Sciences Sante et Humaines S.E.C., operating under the name Transfertech Sherbrooke (“Sherbrooke”), the Company will owe Sherbrooke a royalty payment of 2% of net sales for any product sold that incorporates the biomarkers. The activity in the Intangible Asset account for the year ended December 31, 2023 is as follows: Intangible asset Net book amount at December 31, 2022 $ - Additions 3,771,828 Disposal - Amortization (377,183 ) Net book amount at December 31, 2023 $ 3,394,645 At December 31, 2023 the Company analyzed the recoverability of its intangible assets and determined that an instance of impairment did not exist. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
LEASES | 10. LEASES Right-of-Use Assets The Company’s leases certain assets under lease agreements. Office Laboratory Equipment Equipment Vehicle Office Total Cost Balance as of January 1, 2022 $ 48,754 $ 22,076 $ - $ 489,143 $ 559,973 Additions 17,936 336,127 92,352 563,885 1,010,300 Effects of currency translation (2,464 ) 4,767 1,656 (17,828 ) (13,869 ) Balance as of December 31, 2022 $ 64,226 $ 362,970 $ 94,008 $ 1,035,200 $ 1,556,404 Additions - 38,943 70,914 587,245 697,102 Reduction (36,907 ) (312,790 ) - - (349,697 ) Effects of currency translation 1,110 4,939 4,193 42,192 52,434 Balance at December 31, 2023 $ 28,429 $ 94,062 $ 169,115 $ 1,664,637 $ 1,956,243 Accumulated amortization Balance as of January 1, 2022 $ 9,594 $ 7,447 $ - $ 149,230 $ 166,271 Depreciation 11,456 69,569 21,720 115,281 218,026 Effects of currency translation (343 ) 822 389 (6,456 ) (5,588 ) Balance as of December 31, 2022 $ 20,707 $ 77,838 $ 22,109 $ 258,055 $ 378,709 Depreciation 4,684 17,015 50,925 223,776 296,400 Reduction (8,000 ) (58,776 ) - - (66,776 ) Effects of currency translation 536 1,408 1,690 12,106 15,740 Balance at December 31, 2023 $ 17,927 $ 37,485 $ 74,724 $ 493,937 $ 624,073 As of December 31, 2023 and 2022, management assessed that there were no events or changes in circumstances that would require impairment testing of our right of use assets. The carrying amount of the right-of-use assets is depreciated on a straight-line basis over the life of the leases, which at December 31, 2023, had an average expected life of 5.15 Lease Liabilities The Company’s lease liabilities consist of office and laboratory equipment and office space. The present value of future lease payments were measured using an weighted average incremental borrowing rate of 9.80% per annum as of December 31, 2023. Total Balance as of January 1, 2022 $ 442,842 Additions 1,010,299 Interest expenses 94,376 Lease payments (292,320 ) Effects of currency translation (10,727 ) Balance as of December 31, 2022 $ 1,244,470 Additions 697,103 Interest expenses 147,107 Lease payments (399,416 ) Reduction (274,790 ) Effects of currency translation 39,710 As of December 31, 2023 $ 1,454,186 December 31, Lease liabilities Current portion $ 288,463 Long-term portion 1,165,723 Total lease liabilities $ 1,454,186 At December 31, 2023, the Company is committed to minimum lease payments as follows: December 31, Maturity analysis Less than one year $ 367,033 One to two years 374,185 Two to three years 342,763 Three to four years 234,705 Four to five years 233,917 More than five years 368,369 Total undiscounted lease liabilities $ 1,920,972 Amount representing implicit interest (466,786 ) Lease obligations $ 1,454,186 |
Accounts Payable and Accrued Ex
Accounts Payable and Accrued Expenses | 12 Months Ended |
Dec. 31, 2023 | |
Accounts Payable and Accrued Expenses [Abstarct] | |
ACCOUNTS PAYABLE AND ACCRUED EXPENSES | 11. ACCOUNTS PAYABLE AND ACCRUED EXPENSES December 31, December 31, 2023 2022 Accounts payable $ 2,326,439 $ 1,333,044 Accrued expenses 992,442 1,037,532 Payroll liabilities 132,734 346,693 $ 3,451,615 $ 2,717,269 |
Convertible Debt _ Related Part
Convertible Debt – Related Party | 12 Months Ended |
Dec. 31, 2023 | |
Convertible Debt – Related Party [Abstract] | |
CONVERTIBLE DEBT – RELATED PARTY | 12. CONVERTIBLE DEBT – RELATED PARTY During the years ended December 31, 2019 and 2020, the Company entered into loan agreements with related parties totaling EUR417,133 (approximately $467,154) (the “2019 and 2020 Convertible Loans”). The 2019 and 2020 Convertible Loans bear interest at 3.5% and have a maturity date of September 30, 2022. One of the convertible loans has not been converted and is payable on demand (balance of EUR30,000 ($33,118) as of December 31, 2023). While the 2019 and 2020 Convertible Loans are outstanding, the lenders are entitled to 0.5% of the Company’s net income each year should the Company be profitable and provided that the amount paid does not exceed the principal amount of the debt; the lenders do not partake in the Company’s losses. At maturity, the 2019 and 2020 Convertible Loans are convertible into ordinary shares of the Company at EUR1 per share. The 2019 and 2020 Convertible Loans were determined to be a financial instrument comprising an equity classified conversion feature with a host debt component. On initial recognition, the Company used the residual value method to allocate the principal amount of the 2019 and 2020 Convertible Loans between the two components. The host debt component was valued first, based on similar debt securities without an embedded conversion feature and the residual was allocated to the equity-classified conversion feature. The Company recognized debt discounts totaling EUR13,064 on issuance of the 2019 and 2020 Convertible Loans. A continuity of the Company’s Convertible Debt is as follows: 2019 and 2020 Balance, December 31, 2021 $ 32,221 Accretion 1,768 Effects of currency translation (1,808 ) Balance, December 31, 2022 $ 32,181 Effects of currency translation 937 Balance, December 31, 2023 $ 33,118 |
Convertible Debt
Convertible Debt | 12 Months Ended |
Dec. 31, 2023 | |
Convertible Debt [Abstract] | |
CONVERTIBLE DEBT | 13. CONVERTIBLE DEBT Convertible Loan In November 2017, the Company entered into loan agreements with two former shareholders of the Company for loans totaling EUR80,278 (approximately $92,007) (the “2017 Convertible Loans”). As of December 31, 2023, one of the 2017 Convertible Loans is outstanding and is payable on demand, with a balance of EUR40,139 ($44,310). The remaining loan is convertible at the option of the lender to shares totaling 4.25% of the Company’s common shares outstanding at the time of conversion. The loan is non-interest bearing, are unsecured and are due on demand. A continuity of the Company’s Convertible loan is as follows: 2017 Convertible Balance, December 31, 2021 $ 45,666 Effects of currency translation (2,609 ) Balance, December 31, 2022 $ 43,057 Effects of currency translation 1,253 Balance, December 31, 2023 $ 44,310 Convertible Promissory Notes On June 28, 2023, we entered into a Pre-Paid Advance Agreement (the “PPA”) with YA II PN, Ltd. (“Holder”). Pursuant to the PPA, we may request that the Holder purchase from us up to $50,000,000 (the “Commitment Amount”) of promissory notes (each, a “Promissory Note”). The Holder will purchase each Promissory Note at 92% of the principal amount of that Promissory Note. On June 28, 2023, we sold the Holder a Promissory Note (the “Initial Promissory Note”) in the principal amount of $5,500,000 and received $5,060,000, net of discount. The Holder is not obligated to purchase any additional Promissory Notes from us under the PPA. On September 26, 2023, the Company issued a second Promissory Note of $5,500,000 and received $5,060,000, net of discount (the “Second Promissory Note”). Each Promissory Note matures one The Promissory Notes are convertible at the Holder’s discretion into our ordinary shares at a conversion price (the “Conversion Price”) equal to the lower of (a) (I) $4.9986 in respect of the Initial Promissory Note, (II) $3.5424 in respect of the Second Promissory Note, and (III) with respect to each subsequent Promissory Note, if any, 110% of the volume weighted average price (“VWAP”) of our ordinary shares on the trading day immediately preceding the issuance of such Promissory Note (the “Fixed Price”) or (b) 92% of the average of the two lowest daily VWAPs of the shares during the eight trading days immediately prior to such conversion. In no event, however, shall the conversion price be less than a floor price of $2.00, as may be adjusted for stock splits and other similar transactions (the “Floor Price”). Under the Promissory Notes, a “Trigger Event” occurs if the trading price of an ordinary share is lower than the applicable Floor Price for any five seven seven In connection with the execution of the PPA, we agreed to pay a commitment fee of $250,000. Such commitment fee was paid on the date of the PPA in the form of 54,428 ordinary shares, which was derived using a per ordinary share price equal to the average of the daily VWAPs of the Ordinary Shares during the three trading days prior to the PPA. The Company elected to account for the Promissory Notes at fair value through FVTPL. Management believes that the fair value option appropriately reflects the underlying economics of the Promissory Notes. Under the fair value election in IFRS 9, changes in fair value of the Promissory Notes, will be reported in the Consolidated Statements of Operations, under change in fair value of debt instrument, in each reporting period subsequent to the issuance of the Promissory Note. The Initial Promissory Note had a face value of $5,500,000 and had an original issue discount of $440,000. The Company recorded the Initial Promissory Note at its fair value of $5,060,000, which was also the cash received and the Second Promissory Note at its fair value of $5,008,000. In November 2023, there was both a Trigger Event and default under the PPA and Promissory Notes. As a result, beginning in November 2023 the Company is incurring default interest of 15% per annum and is required to amortize the Notes with monthly cash payments. During November and December 2023, the Company paid $1,100,000 in principal under the notes and associated 8% premium and 15% default interest. During the period from January 1, 2024 to March 26, 2024 we continued to make payments as scheduled in a combination of cash and ordinary shares (see Note 23). We had a scheduled payment to Holder on March 27, 2024. We and the Holder mutually agreed to defer that payment into April 2024, without penalty, and are currently in discussions as to the amount and timing of that payment. During the year ended December 31, 2023, principal amounts of the Initial Promissory Note of $3,500,000 was converted into 1,259,019 ordinary shares, at conversion prices ranging from $2.00 to $4.17. For the year ended December 31, 2023, the Company recorded a change in fair value of $661,000, resulting in a balance of $4,859,000 as of December 31, 2023. Changes in the balance of the convertible notes are as follows: Carrying Amount at Face Value Fair value Balance at December 31, 2022 $ - $ - Issuance of convertible promissory notes 11,000,000 10,120,000 Repayments of convertible promissory notes (1,100,000 ) (1,100,000 ) Conversion of notes with ordinary shares (3,500,000 ) (3,500,000 ) Change in fair value of convertible promissory notes - (661,000 ) Balance at December 31, 2023 $ 6,400,000 $ 4,859,000 We classified this fair value as a Level 3 fair value measurement and used a fair value pricing model to calculate the fair value for the year ended December 31, 2023. Key inputs for the fair value model are summarized below. A summary of the Company’s significant inputs into the fair value of the Promissory Notes is as follows: December 31, 2023 Stock price $ 1.16– - 4.82 Expected life in years 0.49– - 1.00 Risk free rate 5.09% - 5.57% Expected volatility 74.65% - 130.0% |
Loans Payable
Loans Payable | 12 Months Ended |
Dec. 31, 2023 | |
Loans Payable [Abstract] | |
LOANS PAYABLE | 14. LOANS PAYABLE During the year ended December 31, 2020, the Company entered into a loan agreement for the principal amount of EUR20,000 (approximately $22,828) (the “0.1% Loan). The 0.1% Loan bears interest at 0.1% per month and is due on demand and is secured against the Company’s trade receivables. Between the years of 2011 to 2013, the Company received loans from related parties totaling EUR35,000 (approximately $40,144) (the “Related Party 6% Loans”). The Loans have a stated interest rate of at 6.0%. EUR10,000 (approximately $11,461) of the loans matures on July 31, 2020 and EUR25,000 (approximately $28,653) of the loan matures on December 31, 2021. As the Related Party 6% Loans were received at below market interest rates, the initial fair value of the 3% Loan was determined to be EUR21,936 (approximately $25,140), determined using an estimated effective interest rate of 11.5%. In 2017, the Company obtained a line of credit of up to EUR200,000 (approximately $229,224) (the “LOC”). The LOC accrues interest of 4% on amounts drawn, and a 0.5% fee if no amounts are drawn. The LOC was fully repaid in early 2022. A continuity of the Company’s loans payable is as follows: Related party Related party 0.1% Loan 6% Loans LOC Total Balance, December 31, 2021 $ 22,754 $ 39,819 $ 52,973 $ 115,546 Extinguished during the year (21,076 ) (36,883 ) (50,866 ) (108,825 ) Effects of currency translation (1,678 ) (2,936 ) (2,107 ) (6,721 ) Balance, December 31, 2022 $ - $ - $ - $ - |
Silent Partnerships
Silent Partnerships | 12 Months Ended |
Dec. 31, 2023 | |
Silent Partnerships [Abstract] | |
SILENT PARTNERSHIPS | 15. SILENT PARTNERSHIPS During the year ended December 31, 2020, the Company entered into silent partnership agreements whereby the lender agreed to lend a total of EUR299,400 (approximately $341,740) (the “3% SPAs”). The Company is to repay the amount by December 31, 2025. The Company must pay a minimum of 3% interest per annum on the loans. The lender is entitled to 3% of the Company’s net income each year should the Company be profitable and provided that the amount paid does not exceed the principal amount of the debt; the lender does not partake in the Company’s losses. Upon the amounts coming due, the lender of the 3% SPAs has the option to demand an additional payment equal to 15% of the contribution as a final remuneration (the “Final Renumeration”). The Final Remuneration is considered to be the cost of issuing debt. The 3% SPAs were received at below market interest rates as part of a government program for COVID-19 relief. The initial fair value of the 3% SPAs was determined to be EUR218,120 (approximately $248,966), which was determined using an estimated effective interest rate of 11.5%. The difference between the face value and the fair value of the 3% SPAs of EUR81,280 ($92,774) has been recognized as government grant income during the period. During the year ended December 31, 2021 the Company received the remaining EUR200,000 ($236,640). The initial fair value of the 3.0% SPAs received was determined to be EUR230,000 (approximately $272,136), determined using an estimated effective interest rate of 11.5%. The initial fair value of the 3.0% SPAs received in 2021 was determined to be EUR156,549 (approximately $185,229), which was determined using an estimated effective interest rate of 11.5%. The difference between the face value and the fair value of the 3.0% SPAs received in 2021 of EUR43,451 (approximately $51,410) has been recognized as government grant income during the period. During the year ended December 31, 2020, the Company entered into silent partnership agreements whereby the lender agreed to lend a total of EUR50,000 (approximately $57,071) (the “3.5% SPAs”). The Company is to repay the amount by June 30, 2025. The Company must pay a minimum of 3.5% interest per annum on the loans. The lender is entitled to 0.5% of the Company’s net income each year should the Company be profitable and provided that the amount paid does not exceed the principal amount of the debt; the lender does not partake in the Company’s losses. The 3.5% SPAs are convertible to common shares of the Company at EUR1 per share in the event that the Company is involved in any of the following transactions: capital increases, a share or asset deal or a public offering. Pursuant to the silent partnership agreement, the Company notified the holder, at which point the holder declined the opportunity to convert their loan into common shares. The 3.5% SPAs were determined to be a financial instrument comprising an equity classified conversion feature with a host debt component. On initial recognition, the Company used the residual value method to allocate the principal amount of the 3.5% SPAs between the two components. The host debt component was valued first, based on similar debt securities without an embedded conversion feature and the residual was allocated to the equity-classified conversion feature. Between the years of 2013 to 2016, the Company entered into silent partnership agreements for loans totaling EUR798,694 (approximately $915,383) (the “8.5% SPAs”). Under the 8.5% SPAs, the Company is to repay EUR398,634 (approximately $408,496) of the loans by June 30, 2023 (such amounts were paid between the end of June and the beginning of July 2023) and EUR400,000 (approximately $409,859) of the loans matures on December 31, 2025. The Company must pay a minimum of 8.5% interest per annum on the loans. The lenders are entitled to 1.66% of the Company’s net income each year should the Company be profitable and provided that the amount paid does not exceed the principal amount of the debt; the lenders do not partake in the Company’s losses. At maturity, the lenders of the 8.5% SPAs have the option to demand an additional payment equal to 30% of the principal of the loans as a Final Remuneration. The Final Remuneration is considered to be cost of issuing the debt and as such, the initial fair value of the 8.5% SPAs was determined to be EUR772,568 (approximately $85,440), determined using an estimated effective interest rate of 11.5%. Under the agreements, the lenders also agreed to invest in the Company and contributed EUR676,366 (approximately $775,183) to acquire 27,752 shares of the Company between the years of 2013 and 2016. During the year ended December 31, 2020, EUR80,000 (approximately $99,527) of the 8.5% SPAs was extinguished as the lender, who is also a customer of the Company, elected to offset the debt amount against amounts in trade receivables due to the Company. In 2010, the Company entered into a silent partnership agreement whereby the lender agreed to lend the Company EUR300,000 (approximately $343,830) (the “8% SPA”). The Company repaid this loan in January 2023. The Company must pay a minimum of 8% interest per annum on the loan. The lender is entitled to 1.95% of the Company’s net income each year should the Company be profitable and provided that the amount paid does not exceed the principal amount of the debt; the lender does not partake in the Company’s losses. At maturity, the lender of the 8% SPA has the option to demand an additional payment of up to 30% of the principal of the loan as a Final Remuneration. The Final Remuneration is considered to be cost of issuing the debt and as such, the initial fair value of the 8% SPA was determined to be EUR289,900 (approximately $332,254), determined using an estimated effective interest rate of 11.5%. Certain of the Silent Partnership agreements are with a German based bank, which also owns ordinary shares of the Company. Those debts are classified as “related party” in the statement of financial position. A continuity of the Company’s silent partnerships is as follows: 3% SPAs 3.5% SPAs 8.5% SPAs 8% SPAs Total Balance, December 31, 2021 $ 528,849 $ 43,271 $ 935,081 $ 432,918 $ 1,940,119 Accretion 38,037 3,083 27,544 9,196 77,860 Effects of currency translation (29,527 ) (2,416 ) (52,922 ) (24,565 ) (109,430 ) Balance, December 31, 2022 $ 537,359 $ 43,938 $ 909,703 $ 417,549 $ 1,908,549 Extinguished during the year - - (507,959 ) (418,626 ) (926,585 ) Gain on debt forgiveness – related party - - (48,667 ) - (48,667 ) Accretion 42,063 3,382 20,529 805 66,779 Effects of currency translation 16,835 1,375 11,608 272 30,090 Balance, December 31, 2023 $ 596,257 $ 48,695 $ 385,214 $ - $ 1,030,166 During the year ended December 31, 2023, the repayment of EUR150,000 (approximately $161,010) of the 8.5% SPAs was a related party transaction, who is a major shareholder. As at December 31, 2023, EUR 200,000 (approximately $220,784) with a carrying value of $271,354 of the 8.5% SPAs were owing to major shareholders of the Company. EUR 200,000 of the loan is due on December 31, 2025. As at December 31, 2022, EUR 350,000 (approximately $375,445) with a carrying value of $462,252 (2021 – $498,972) of the 8.5% SPAs were owing to major shareholders of the Company. EUR 150,000 of the loan is due on June 30, 2023 and EUR 200,000 of the loan is due on December 31, 2025. |
Equity
Equity | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
EQUITY | 16. EQUITY Ordinary shares The Company has 45 million ordinary shares authorized. Holders of ordinary shares are entitled to dividends as declared from time to time and are entitled to one vote per share at general meetings of the Company. The par value of share capital is EUR0.01 per share. Controlled Equity Offering In December 2022, the Company entered into a Controlled Equity Offering, known as an “ATM” facility. Pursuant to the ATM, the Company at its discretion and subject to an effective registration statement with the U.S. Securities and Exchange Commission, may sell through its agent ordinary shares at market prices, for a fee of 3%. During the year ended December 31, 2023 the Company issued 307,365 ordinary shares pursuant to the ATM for net proceeds of $1,894,742, at an average price of $6.16 per share. November 2023 Financing On November 13, 2023, we entered into a securities purchase agreement with several institutional investors to purchase approximately $5.0 million of our ordinary shares (or pre-funded warrants to purchase ordinary shares in lieu thereof) and warrants to purchase ordinary shares in a registered direct offering (the “Units”). The combined effective purchase price for each Unit, including an ordinary share (or pre-funded warrant) and an associated warrant to purchase one ordinary share was $1.20. Under the terms of the securities purchase agreement, we have agreed to issue 4,166,667 ordinary shares (or pre-funded warrant in lieu thereof) and warrants (the “Warrants”) to purchase up to an aggregate of 4,166,667 shares. The Warrants will be exercisable immediately on the date of issuance until the fifth anniversary of the issuance date at a price of $1.20 per share. The Company received $4,499,555, net of offering costs. All pre-funded warrants were exercised by December 31, 2023. The proceeds from the issuance of the Units are allocated between ordinary shares and warrants based on the residual method. Under this method, the proceeds are allocated first to share capital and premium based on the fair value of the ordinary shares at the time the offering was priced, any residual value is allocated to the warrants reserve. The fair value of ordinary shares was deemed to be $1.20, the price of this offering, and no residual value has been allocated to the warrants. In addition, during the year ended December 31, 2023, the Company issued ordinary shares as follows: ● 142,775 ordinary shares issued for services rendered which were valued at $547,840 ● 305,771 ordinary shares issued for cashless exercise of warrants ● 54,428 ordinary shares issued for a commitment fee on a convertible promissory note valued at $250,000 ● 300,000 ordinary shares issued for acquisition of intangible assets valued at $2,055,000 ● 1,259,019 ordinary shares issued for conversion of debt of $3,500,000 During the year ended December 31, 2022, the Company issued ordinary shares as follows: ● 1,725,000 ordinary shares issued for gross proceeds of approximately $25.9 million (proceeds net of offering expenses was $23.9 million); ● 821,456 ordinary shares issued for exercise of warrants, including cashless exercises (proceeds from the cash exercises of warrants were $382,500); and ● 73,000 ordinary shares issued for services valued at $906,920 Warrants During the year ended December 31, 2021, in conjunction with private sales units, which included ordinary shares and warrants, the Company issued 3,755,000 warrants and issued 161,000 underwriter warrants with its IPO, cumulatively valued at $754,286, which was recorded to Reserve in the Consolidated Statement of Financial Position. The warrants were valued using the Black-Scholes pricing model. The Black-Scholes model requires six basic data inputs, which were as follows: the exercise or strike price ($3.00), time to expiration (2 to 5 years), the risk-free interest rate (0.16% to 1.08%), the current stock price at time of issuance ($0.283 to $1.602), the estimated volatility of the stock price in the future (75% to 95%), and the dividend rate (0%). Changes to these inputs could produce a significantly higher or lower fair value measurement. Unexercised warrants were to expire in November 2023. On September 8, 2023 the Board of Directors approved an amendment to the outstanding warrant agreements, which all remaining warrant holders accepted. The amendment extended the remaining life of the warrants to November 9, 2024 and removed the option for cashless exercise. No other terms were changed. On November 13, 2023, the Company issued 4,166,667 warrants, as a part of the Unit offering, valued using the residual method and an assigned value of $0. The Warrants were exercisable immediately on the date of issuance until the fifth anniversary of the issuance date at a price of $1.20 per share. A summary of activity during the year ended December 31, 2023 and 2022 is as follows: Warrant Weighted- Weighted- Balance as of December 31, 2021 3,916,000 $ 3.08 1.60 Grants - - - Exercised (668,500 ) 3.48 2.03 Expired - - - Balance as of December 31, 2022 3,247,500 $ 3.00 0.44 Grants 4,166,667 1.20 5.00 Exercised (816,667 ) 3.00 2.71 Expired - - - Balance as of December 31, 2023 6,597,500 $ 1.86 3.39 As of December 31, 2023, all outstanding warrants are exercisable and the intrinsic value of the warrants is $0. Stock options In 2021, our shareholders adopted our 2021 Omnibus Incentive Plan (the “2021 Plan”). Under the 2021 Plan, we are authorized to issue equity incentives in the form of incentive stock options, non-statutory stock options, restricted shares, restricted share units, share appreciation rights, performance units or performance shares under separate award agreements. Under the 2021 Plan, the aggregate number of shares underlying awards that we could issue cannot exceed 2,300,000 ordinary shares. In 2022, our shareholders adopted our 2022 Omnibus Incentive Plan (the (“2022 Plan”). Under the 2022 Plan, we are authorized to issue equity incentives in the form of incentive stock options, non-statutory stock options, restricted shares, restricted share units, share appreciation rights, performance units or performance shares under separate award agreements. Under the 2022 Plan, the aggregate number of shares underlying awards that we could issue cannot exceed 500,000 ordinary shares. In 2023, we amended the 2022 Plan to increase the aggregate number of shares underlying awards that we could issue to 875,000 ordinary shares. During the year ended December 31, 2021, the Company granted 1,504,650 stock options valued at $13,968,627. Stock options with time-based vesting were valued using the Black-sholes pricing model, while stock options with market-based vesting were valued using the Monte Carlo simulation. During the year ended December 31, 2022, the Company granted 894,500 stock options valued at $6,494,112. Stock options with time-based vesting were valued using the Black-Scholes pricing model. During the year ended December 31, 2023, the Company granted 417,500 stock options valued at $1,407,766. Stock options with time-based vesting were valued using the Black-Scholes pricing model. During the years ended December 31, 2023, 2022 and 2021, the Company recorded share-based compensation of $3,207,789, $8,917,237 and $6,430,158 and unamortized expense of $3,315,321 and $5,115,344 as of December 31, 2023 and 2022, respectively. Forfeitures are estimated at the time of grant and adjusted, if necessary, in subsequent periods if actual forfeitures differ from those estimates. For the year ended December 31, 2023, 2022 and 2021, the estimated fair values of the stock options are as follows: December 31, December 31, December 31, 2023 2022 2021 Exercise price $ 1.99– - 7.02 $ 6.98– - 20.87 $ 5.00– - 10.56 Expected term 5.00– - 7.00 years 5.55– - 6.75 years 5.5– - 10 years Expected average volatility 84% - 89% 73% - 79% 70% - 79% Expected dividend yield - - - Risk-free interest rate 3.48% - 4.83% 1.26% - 3.38% 1.10% - 1.51% A summary of activity during the year ended December 31, 2023 and 2022 follows: Stock options Weighted- Weighted- Balance as of December 31, 2021 1,504,650 $ 5.10 9.85 Grants 894,500 10.73 10.00 Exercised - - - Forfeited (5,000 ) 15.28 - Expiry - - - Balance as of December 31, 2022 2,394,150 $ 7.18 9.11 Grants 385,000 4.48 10.00 Exercised - - - Forfeited/Cancelled (52,000 ) 6.97 - Expiry - - - Balance as of December 31, 2023 2,727,150 $ 6.89 8.44 Vested and exercisable as of December 31, 2023 1,766,782 $ 6.25 7.99 Expected to Vest 960,368 $ 7.79 2.61 As of December 31, 2023, the intrinsic value of the stock options is $0. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | 17. RELATED PARTY TRANSACTIONS Key management personnel include those persons having authority and responsibility for planning, directing and controlling the activities of the Company as a whole. The Company has determined that key management personnel consist of members of the Company’s Board, its Chief Executive Officer, Chief Financial Officer, Chief Commercial Officer, Chief Business Officer and Chief Scientific Officer. The remuneration of directors and key management personnel during the year ended December 31, 2023, 2022 and 2021 was as follows: Years ended December 31, 2023 2022 2021 Salaries and benefits $ 1,647,186 $ 1,291,058 $ 673,464 As of December 31, 2023 and 2022, the Company recorded accounts payable – related party of $32,702 and $0 Remuneration paid to related parties other than key personnel during the year ended December 31, 2023, 2022, and 2021 was as follows: Years ended December 31, 2023 2022 2021 Salaries and benefits $ 29,468 $ - $ 943 During the years ended December 31, 2023, 2022, and 2021, the Company incurred interest expense of $26,469, $32,457, and $36,442 on balances owing to related parties, respectively. During the years ended December 31, 2023, 2022, and 2021, the Company incurred accretion expense of $10,712, $14,847, and $17,489 on balances owing to related parties, respectively. During the years ended 2023, 2022, and 2021, we recorded expenses of $57,039, $97,924, and $259,600, respectively, for the cost of royalties and other associated costs owed to ColoAlert AS (and its successor, Uni Targeting Research AS, collectively “ColoAlert AS”), the company from which we exclusively licensed the ColoAlert product. A non-executive director of the Company is also an owner of ColoAlert AS. During the year ended December 31, 2023, 2022 and 2021, we paid ColoAlert AS $885,335, $97,924, and $173,844, respectively. As of December 31, 2023 and 2022, we had liabilities recorded for unpaid costs to ColoAlert AS of $0 and $0, respectively, recorded as Accounts payable – related party. On February 15, 2023, we entered into an Intellectual Property Asset Purchase Agreement (“IPA”), which supersedes the Licensing and Options Agreements with ColoAlert AS. Pursuant to the IPA, we acquired the intellectual property underlying the ColoAlert test. Pursuant to the IPA, we were able to reduce the price paid for the intellectual property to (i) $2 million cash, to be paid out over the next four years, (ii) 300,000 ordinary restricted shares and (iii) a revenue share limited to $1 per test sold for a period of 10 years. The Company recognized an intangible asset from this purchase and assigned a 10-year useful life. The intangible assets were valued: (a) for the portion to be settled in stock of the Company at the value on the day of closing, or $6.85 per share, and (b) for the cash portion, at the present value of the future payments using a 10% discount. During the year ended December 31, 2023 the Company paid $700,000 to the seller. The Company recorded amortization of $377,183 and interest expense of $100,813 for the year ended December 31, 2023. As of December 31, 2023, the liability for remaining required payments of $1,133,589 is recorded on the Consolidated Statement of Financial Position. |
Government Grants
Government Grants | 12 Months Ended |
Dec. 31, 2023 | |
Government Grants [Abstract] | |
GOVERNMENT GRANTS | 18. GOVERNMENT GRANTS The Company receives government grants related to its research and development activities. The amount of government grants received during the years ended December 31, 2023, 2022 and 2021 and recognized as other income were as follows: Years ended December 31, 2023 2022 2021 Research and Development Projects Rapid detection of antibody-based pathogens $ - $ 42,055 $ 102,780 Multi-marker test for the early detection of pancreatic cancer 27,741 108,999 196,217 $ 27,741 $ 151,054 $ 298,997 As of December 31, 2023 and 2022, the grants for rapid detection of antibody-based pathogens and a multi-marker test for the early detection of pancreatic cancer had remaining grant balances of approximately $6,604 and $81,706, respectively. |
Financial Instrument Risk Manag
Financial Instrument Risk Management | 12 Months Ended |
Dec. 31, 2023 | |
Financial Instrument Risk Management [Abstract] | |
FINANCIAL INSTRUMENT RISK MANAGEMENT | 19. FINANCIAL INSTRUMENT RISK MANAGEMENT Basis of Fair Value Financial instruments measured at fair value are classified into one of three levels in the fair value hierarchy according to the relative reliability of the inputs used to estimate the fair values. The three levels of the fair value hierarchy are: ● Level 1 — Unadjusted quoted prices in active markets for identical assets or liabilities; ● Level 2 — Inputs other than quoted prices that are observable for the asset or liability either directly or indirectly; and ● Level 3 — Inputs that are not based on observable market data. The Company’s financial instruments consist of cash, trade and other receivables, accounts payable and accrued liabilities, lease liabilities, convertible debentures, and loans payable. With the exception of convertible debentures and loans payable, the carrying value of the Company’s financial instruments approximate their fair values due to their short-term maturities. The fair value of convertible debentures and notes payable approximate their carrying value, excluding discounts, due to minimal changes in interest rates and the Company’s credit risk since issuance of the instruments. The Company is exposed in varying degrees to a variety of financial instrument related risks. The Board of Directors approves and monitors the risk management processes, inclusive of documented investment policies, counterparty limits, and controlling and reporting structures. Credit Risk The Company’s principal financial assets are cash and trade receivables. The Company’s credit risk is primarily concentrated in its cash which is held with institutions with a high credit worthiness. Management believes that the Company is not exposed to any significant credit risk with respect to its cash. The Company mitigates its credit risk on receivables by actively managing and monitoring its receivables. The Company has been determined that no credit loss provision is required, as all amounts outstanding are considered collectible. During the year ended December 31, 2023, the Company incurred $14,357 (related to Trade receivable and VAT receivable) in bad debt expense (2022 - $65,389). The Company mitigates credit risk by evaluating the creditworthiness of customers prior to conducting business with them and monitoring its exposure for credit losses with existing customers. Liquidity Risk Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company has a planning and budgeting process in place to help determine the funds required to support the Company’s normal operating requirements on an ongoing basis. As at December 31, 2023 and 2022, the Company had an unrestricted cash balance of $7,070,925 and $17,141,775, excluding the Initial Promissory Note, which is expected to be settled in ordinary shares, of $4,859,000 and $0, respectively. Historically, the Company’s primary source of funding has been the sale of ordinary shares and borrowings. The Company’s access to financing is always uncertain. There can be no assurance of continued access to significant equity funding. The following is an analysis of the contractual maturities of the Company’s financial liabilities as at December 31, 2023 and 2022: At December 31, 2023: Within More than More than one year one year five years Accounts payable and accrued liabilities $ 3,451,615 $ - $ - Accounts payable – related party $ 32,702 $ - $ - Deferred revenue $ 138,889 $ - $ - Convertible promissory note 4,859,000 - - Convertible loans 77,428 - - Silent partnerships - 1,030,166 - Lease liabilities 288,463 812,910 352,813 Intellectual property acquisition liability - related party 238,839 726,977 - $ 9,236,936 $ 2,570,053 $ 352,813 At December 31, 2022: Within More than More than one year one year five years Accounts payable and accrued liabilities $ 2,717,269 $ - $ - Deferred revenue 199,410 - - Convertible debt 75,238 - - Silent partnerships 965,335 943,214 - Lease liabilities 285,354 771,457 187,659 $ 4,242,606 $ 1,714,671 $ 187,659 Foreign Exchange Risk Foreign currency risk is the risk that the fair values of future cash flows of a financial instrument will fluctuate because they are denominated in currencies that differ from the respective functional currency. As the Company operates in Germany it holds a portion of its cash balances in Euro to approximate between three to twelve months estimated operating needs. The remainder of the Company’s cash is held in U.S. Dollars, the Company’s reporting currency, which is also the currency of the Company’s largest cash outlays over the next twenty-four months. Interest Rate Risk Interest rate risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company is not exposed to interest rate risk as its financial liabilities carry interest at fixed rates. Capital Management The Company aims to manage its capital resources to ensure financial strength and to maximize its financial flexibility by maintaining strong liquidity and by utilizing alternative sources of capital including equity, debt and bank loans or lines of credit to fund continued growth. The Company sets the amount of capital in proportion to risk and based on the availability of funding sources. The Company manages the capital structure and makes adjustments to it in light of changes in economic conditions and the risk characteristics of the underlying assets. As an early-stage growth company, the sale of ordinary shares has been the primary source of capital to date. Additional debt and/or equity financing may be pursued in future as deemed appropriate to balance debt and equity. To maintain or adjust the capital structure, the Company may issue new shares, take on additional debt or sell assets to reduce debt. |
Concentrations
Concentrations | 12 Months Ended |
Dec. 31, 2023 | |
Concentrations [Abstract] | |
CONCENTRATIONS | 20. CONCENTRATIONS Major customers are defined as customers that each individually account for greater than 10% of the Company’s annual revenues. For the year ended December 31, 2023, 2022, and 2021, the Company had revenue from one, two, and four, customers that accounted for approximately 21%, 38% and 56% of revenue, respectively. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2023 | |
Income Taxes [Abstract] | |
INCOME TAXES | 21. INCOME TAXES The provision for income taxes differs from the amount that would have resulted in applying the combined federal statutory tax rate as follows: December 31, December 31, December 31, Net loss for the period $ (26,295,727 ) $ (26,387,336 ) $ (11,690,098 ) Statutory income tax rate 25.0 % 25.0 % 25.0 % Expected in tax recovery at statutory income tax rates $ (6,574,000 ) $ (6,597,000 ) $ (2,923,000 ) Permanent differences 904,000 2,342,000 1,601,000 Difference in tax rates, foreign exchange, and other 5,695,000 3,723,000 484,000 Change in deferred tax assets not recognized (25,000 ) 532,000 838,000 Income tax recovery $ - $ - $ - Temporary differences that give rise to the following deferred tax assets and liabilities at are: December 31, December 31, Deferred tax assets Net operating loss carryforwards $ 2,704,532 $ 2,717,532 Deferred tax assets not recognized (2,704,532 ) (2,717,532 ) Net deferred tax asset $ - $ - As of December 31, 2023 and 2022, the Company has approximately $36,269,000 and $21,440,000 of non-capital losses that may be used to offset future taxable income. These losses may be carried forward on an indefinite basis and do not expire. The Company has not recognized the deferred tax assets due to the uncertainty around utilizing all of the losses carry-forwards. Tax attributes are subject to review, and potential adjustment, by tax authorities. |
Operating Expenses
Operating Expenses | 12 Months Ended |
Dec. 31, 2023 | |
Operating Expenses [Abstract] | |
OPERATING EXPENSES | 22. OPERATING EXPENSES For the years ended December 31, 2023, 2022, and 2021, operating expenses consisted of the following: Years ended December 31, Sales and marketing 2023 2022 2021 Salaries and Benefits $ 1,442,952 $ 585,393 $ 84,418 Professional and consulting fees 909,046 756,919 243,012 Office expenses 21,746 49,092 34,206 Travel and entertainment 84,082 40,038 5,142 Depreciation and amortization 3,128 35,866 8,868 Marketing and advertising 3,697,523 4,929,598 587,018 $ 6,158,477 $ 6,396,906 $ 962,664 Years ended December 31, Research and development 2023 2022 2021 Salaries and benefits $ 3,415,784 $ 1,961,718 $ 250,266 Professional and consulting fees 4,323,406 1,316,861 26,290 Lab and office expenses 975,315 1,375,349 106,487 Travel and entertainment 198,998 118,695 15,245 Depreciation and amortization 524,009 106,327 83,646 Materials for clinical studies 152,881 140,416 - $ 9,590,393 $ 5,019,366 $ 481,934 Years ended December 31, General and administrative 2023 2022 2021 Salaries and benefits $ 2,310,835 $ 2,175,242 $ 816,027 Employee stock option expense 3,266,702 8,931,386 6,430,158 Professional and consulting fees 3,883,687 2,144,679 800,836 Office expenses 657,185 785,862 193,514 Insurance 817,181 920,121 170,464 Travel and entertainment 130,606 133,257 17,116 Depreciation and amortization 339,275 119,372 29,515 $ 11,405,471 $ 15,209,919 $ 8,457,630 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2023 | |
Subsequent Events [Abstarct] | |
SUBSEQUENT EVENTS | 23. SUBSEQUENT EVENTS Subsequent to December 31, 2023, pursuant to the PPA (see Note 12), we paid $858,415 in cash and issued 721,093 ordinary shares. These transactions reduced the outstanding principal by $1,246,449, and interest of $177,566 and premiums of $74,995. On February 22, 2024, our Compensation Committee approved the carve-out plan Payment under the COP is based principally upon the carve-out pool amount which is equal to 13% of the aggregate pre-tax consideration (cash and fair market value of any securities or other consideration) payable in connection with a Change of Control that would be legally available for payment or distribution to Mainz USA, our Company or their respective shareholders in connection with a Change of Control (the “Consideration”). The COP provides for a carve-out pool equal to 13% of the Consideration less the aggregate severance payments contractually owed to all COP participants who have been informed on or before the Closing that their employment with Mainz USA will terminate on or within three months after the Closing. The carve-out pool will be allocated and paid to participants in the COP based on the product of the participant’s applicable carve-out percentage as defined in the COP. Under the COP, participants may receive transaction carve-out equal to the carve-out pool amount multiplied by each participant’s carve-out percentage specified in such participant’s participation acknowledgment less that participant’s equity offset, as defined under the COP. Subject to the terms of the COP, payments under the COP will generally be paid in the same form (or forms) as the consideration received by shareholder of our Company in respect of their Company equity securities due to the change of control. In connection with the approval of the COP, the Compensation Committee also approved a noncompete agreement . The Compensation Committee also recommended and adopted awards under the COP to Guido Bächler, the Company’s Chief Executive Officer, with a carve-out percentage equal to 30% of the carve-out pool amount, and William Caragol, the Company’s Chief Financial Officer, with a carve-out percentage equal to 15% of the carve-out pool amount. Each award was made pursuant to a COP participation acknowledgement form. Future awards of carve-out percentages may be made at the discretion of our Compensation Committee. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Inventories | Inventories Inventories are measured at the lower of cost and net realizable value. The cost of inventories is based on a weighted average cost and includes expenditure incurred in acquiring the inventories, production or conversion costs and other costs incurred in bringing them to their existing location and condition. Net realizable value is the estimated selling price in the ordinary course of business, less the estimated costs of completion and selling expenses. |
Property and Equipment | Property and Equipment Property and equipment are recorded at cost less accumulated depreciation. Expenditures that extend the life of the asset are capitalized and depreciated. Depreciation is recorded using the straight-line method over the estimated useful lives of the assets. Management evaluates the useful lives and method of depreciation at least annually and accounts for any changes to the useful life or method prospectively. Maintenance and repairs are charged to expense as incurred; cost of major additions and betterments are capitalized. The estimated useful lives are: Laboratory equipment 5 – 10 years Office equipment 3 – 10 years Right-of-use assets Lease terms |
Impairment of Non-Financial Assets | Impairment of Non-Financial Assets The Company performs impairment tests on its long-lived assets, including property and equipment when new events or circumstances occur, or when new information becomes available relating to their recoverability. When the recoverable amount of each separately identifiable asset or cash generating unit (“CGU”) is less than its carrying value, the asset or CGU’s assets are written down to their recoverable amount with the impairment loss charged against profit or loss. A reversal of the impairment loss in a subsequent period will be charged against profit or loss if there is a significant reversal of the circumstances that caused the original impairment. The impairment will be reversed up to the amount of depreciated carrying value that would have otherwise occurred if the impairment loss had not occurred. The CGU’s recoverable amount is evaluated using fair value less costs to sell calculations. In calculating the recoverable amount, the Company utilizes discounted cash flow techniques to determine fair value when it is not possible to determine fair value from active markets or a written offer to purchase. Management calculates the discounted cash flows based upon its best estimate of a number of economic, operating, engineering, environmental, political and social assumptions. Any changes in the assumptions due to changing circumstances may affect the calculation of the recoverable amount. There was no impairment recognized in the consolidated financial statements for the years ended December 31, 2023 and 2022. |
Leases | Leases The Company assesses at contract inception whether a contract is, or contains, a lease. That is, if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration, the Company has the right to obtain substantially all of the economic benefits from the use of the asset through the specified period, and the Company has the right to direct the use of the specified assets, which involves the right to make the decisions that are most relevant to its use. The Company applies a single recognition and measurement approach for all leases, except for short-term leases and leases of low-value assets, which are recognized in profit or loss as the expense is incurred. At the commencement date of the lease, the Company recognizes lease liabilities measured at the present value of lease payments to be made over the lease term. Lease payments include fixed payments (including in-substance fixed payments) less any lease incentives receivable, variable lease payments that depend on an index or a rate, and amounts expected to be paid under residual value guarantees. Lease payments also include the exercise price of a purchase option reasonably certain to be exercised by the Company and payments of penalties for terminating the lease, if the lease term reflects the Company exercising the option to terminate. Variable lease payments that do not depend on an index or a rate are recognized as expenses in the period in which the event or condition that triggers the payment occurs. In calculating the present value of lease payments, the Company uses the rate implicit in the lease, or if not readily determinable, its incremental borrowing rate (“IBR”). After the commencement date, the amount of lease liabilities is increased to reflect the accretion of interest and reduced for the lease payments made. In addition, the carrying amount of lease liabilities is remeasured if there is a modification, a change in the lease term, a change in the lease payments (e.g., changes to future payments resulting from a change in an index or rate used to determine such lease payments) or a change in the assessment of an option to purchase the underlying asset. Upon a remeasurement of a lease liability, the Company records a proportionate adjustment to the corresponding right-of-use asset. If the remeasurement results in a reduction of the right-of-use asset to nil, the difference is recorded in the statements of profit or loss in the period of occurrence. The Company recognizes right-of-use assets at the commencement date of the lease (i.e., the date the underlying asset is available for use). Right-of-use assets are measured at cost, less any accumulated depreciation and impairment losses, and adjusted for any remeasurement of lease liabilities. The cost of right-of-use assets includes the amount of lease liabilities recognized, initial direct costs incurred, and lease payments made at or before the commencement date less any lease incentives received. Right-of-use assets are depreciated on a straight-line basis over the shorter of the lease term and the estimated useful lives of the assets. |
Revenue Recognition | Revenue Recognition The Company’s revenue is primarily derived through providing genetic diagnostic tests to customers. The Company recognizes revenue in accordance with IFRS 15–- “Revenue from Contracts with Customers”. In accordance with IFRS 15, revenue is recognized upon the satisfaction of performance obligations. Performance obligations are satisfied at the point at which control of the promised goods or services are transferred to customers, in an amount that reflects the consideration the Company expects to be entitled to receive for those goods and services. The Company sells its genetic diagnostic testing kits to both laboratory partners and directly to patients who are the end users of the product. Upon the delivery of our products to laboratory partners the Company has completed its performance obligations and as such revenue is recorded upon delivery. Sales to patients, or end users, where samples are sent to our diagnostic lab for testing and evaluation, are recognized when they are delivered to the end user, returned to our laboratory, and testing results have been delivered. Revenue from these sales is deferred on our Statement of Financial Position until recognition. |
Cost of revenue | Cost of revenue Cost of revenue consists of patient test kits and laboratory kits sold to laboratory partners and patients. In the case of test performed in our diagnostic laboratory Cost of Revenue also includes the labor and overhead related to the performance of those test. |
Research and Development | Research and Development Expenditure on research activities, undertaken with the prospect of gaining new technical knowledge and understanding, is recognized in profit or loss as incurred. Development activities involve a plan or design for the production of new or substantially improved products and processes. Development expenditure is capitalized only if development costs can be measured reliably, the product or process is technically and commercially feasible, future economic benefits are probable, and the Company intends to and has sufficient resources to complete development and to use or sell the asset. The expenditure capitalized includes the cost of materials, direct labor, overhead costs that are directly attributable to preparing the asset for its intended use, and borrowing costs on qualifying assets. Other development expenditures are recognized in profit or loss as incurred. Research and development costs incurred subsequent to the acquisition of externally acquired intangible assets and on internally generated intangible assets are accounted for as research and development costs. |
Financial Instruments | Financial Instruments a) Classification The Company classifies its financial instruments in the following categories: at fair value through profit and loss (“FVTPL”), at fair value through other comprehensive income (loss) (“FVTOCI”) or at amortized cost. The Company determines the classification of financial assets at initial recognition. The classification of debt instruments is driven by the Company’s business model for managing the financial assets and their contractual cash flow characteristics. Equity instruments that are held for trading are classified as FVTPL. For other equity instruments, on the day of acquisition the Company can make an irrevocable election (on an instrument-by-instrument basis) to designate them as at FVTOCI. Financial liabilities are measured at amortized cost, unless they are required to be measured at FVTPL (such as instruments held for trading or derivatives) or if the Company has opted to measure them at FVTPL. b) Measurement Financial assets and liabilities at amortized cost Financial assets and liabilities at amortized cost are initially recognized at fair value plus or minus transaction costs, respectively, and subsequently carried at amortized cost less any impairment. The Company’s financial assets measured at amortized cost are comprised of its cash and trade and other receivables, net. The Company’s financial liabilities measured at amortized cost are comprised of its accounts payable and accrued liabilities, loans payable, loans payable – related party, convertible debt, convertible debt – related parties, silent partnerships, silent partnerships – related party and lease liabilities. Financial assets and liabilities at FVTPL Financial assets and liabilities carried at FVTPL are initially recorded at fair value and transaction costs are expensed in the statements of loss and comprehensive loss. Realized and unrealized gains and losses arising from changes in the fair value of the financial assets and liabilities held at FVTPL are included in the statements of loss and comprehensive loss in the period in which they arise. Debt instruments at FVTOCI These assets are initially measured at fair value. Interest income calculated using the effective interest method, foreign exchange gains and losses and impairment are recognized in profit or loss. Other net gains and losses associated with changes in fair value are recognized in OCI. On derecognition, gains and losses accumulated in OCI are reclassified to profit or loss. The Company does not hold any debt instruments at FVTOCI. Equity instruments at FVTOCI These assets are initially measured at fair value. Dividends are recognized as income in profit or loss unless the dividend clearly represents a recovery of part of the cost of the investment. Other net gains and losses associated with changes in fair value are recognized in OCI and are never reclassified to profit or loss. The Company does not hold any equity instruments at FVTOCI. c) Impairment of financial assets at amortized cost The Company recognizes a loss allowance for expected credit losses on financial assets that are measured at amortized cost. At each reporting date, the Company measures the loss allowance for the financial asset at an amount equal to the lifetime expected credit losses if the credit risk on the financial asset has increased significantly since initial recognition. If at the reporting date, the financial asset has not increased significantly since initial recognition, the Company measures the loss allowance for the financial asset at an amount equal to the twelve month expected credit losses. The Company shall recognize in the statements of loss and comprehensive loss, as an impairment gain or loss, the amount of expected credit losses (or reversal) that is required to adjust the loss allowance at the reporting date to the amount that is required to be recognized. d) Derecognition Financial assets The Company derecognizes financial assets only when the contractual rights to cash flows from the financial assets expire, or when it transfers the financial assets and substantially all of the associated risks and rewards of ownership to another entity. Financial liabilities The Company derecognizes a financial liability when its contractual obligations are discharged or cancelled or expire. The Company also derecognizes a financial liability when the terms of the liability are modified such that the terms and/or cash flows of the modified instrument are substantially different, in which case a new financial liability based on the modified terms is recognized at fair value. Gains and losses on derecognition are generally recognized in profit or loss. |
Convertible Debt | Convertible Debt The Company evaluates at initial recognition of a convertible debt the different components and features of the hybrid instruments and determines whether these elements are equity instruments or embedded derivatives which require bifurcation. In subsequent periods, the liability component is accounted for using (i) the fair value method, or (ii) the effective interest method, based on the expected maturity of the debt. The equity component is not remeasured, while embedded derivatives unless closely related to the host instruments, are recorded at fair value through the Consolidated Statement of Operations unless the convertible debt falls under FVTPL. |
Foreign Currency Translation | Foreign Currency Translation The functional currency is determined using the currency of the primary economic environment in which that entity operates. The functional currency, as determined by management, of the Company is the Euro (EUR). Foreign currency transactions are translated into functional currency using the exchange rates prevailing at the date of the transaction. Foreign currency monetary items are translated at the period-end exchange rate. Non-monetary items measured at historical cost continue to be carried at the exchange rate at the date of the transaction. Non-monetary items measured at fair value are reported at the exchange rate at the date when fair values were determined. Exchange differences arising on the translation of monetary items or on settlement of monetary items are recognized in the statement of comprehensive loss in the period in which they arise, except where deferred in equity as a qualifying cash flow or net investment hedge. Exchange differences arising on the translation of non-monetary items are recognized in other comprehensive income to the extent that gains and losses arising on those non-monetary items are also recognized in other comprehensive income. Where the non-monetary gain or loss is recognized in profit or loss, the exchange component is also recognized in profit or loss. The Company’s presentation currency is the US dollar. For presentation purposes, all amounts are translated from the Euro functional currency to the US dollar presentation currency for each period using the exchange rate at the end of each reporting period for the statement of financial position. Revenues and expenses are translated on the basis of average exchange rates during the year. Exchange gains and losses arising from translation to the Company’s presentation currency are recorded as exchange differences on translation to reporting currency, which is included in other comprehensive income (loss). |
Income Taxes | Income Taxes Current income tax: Current income tax assets and liabilities for the current period are measured at the amount expected to be recovered from or paid to taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted, at the reporting date, in the countries where the Company operates and generates taxable income. Current income tax relating to items recognized directly in other comprehensive income or equity is recognized in other comprehensive income or equity and not in profit or loss. Management periodically evaluates positions taken in the tax returns with respect to situations in which applicable tax regulations are subject to interpretation and establishes provisions where appropriate. Deferred tax: Deferred tax is recognized on temporary differences at the reporting date arising between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes. The carrying amount of deferred tax assets is reviewed at the end of each reporting period and recognized only to the extent that it is probable that future taxable income will be available to allow all or part of the temporary differences to be utilized. Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the year when the asset is realized or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted and are expected to apply by the end of the reporting period. Deferred tax assets and deferred income tax liabilities are offset if a legally enforceable right exists to set off current tax assets against current income tax liabilities and the deferred taxes relate to the same taxable entity and the same taxation authority. |
Government Grants | Government Grants Government grants are recognized when there is reasonable assurance that the grant will be received and that the Company will comply with the conditions attached to them. When the grant relates to an expense item, it is recognized as income on a systematic basis over the periods that the related costs, for which it is intended to compensate, are expensed. When the grant relates to an asset, it is recognized as income in equal amounts over the expected useful life of the related asset. Loans received with better than market terms from government programs are recognized initially at fair value, with the difference between the fair value of the loan based on prevailing market interest rates and the amount received recorded as a gain in the statements of loss and comprehensive loss. |
Share-Based Compensation | Share-Based Compensation Our stock option grants may contain time based or market-based vesting provisions. Time based options are expensed on a straight-line basis over the vesting period. Market based options (“MBOs”) are expensed when the related service and market performance conditions are expected to be met, such that the expenses ultimately recognized is based on the number of awards that meet the related service and market performance conditions at the vesting date. The fair value of the stock options is determined on the grant date and is affected by our stock price and other assumptions regarding a number of complex and subjective variables. These variables include our expected stock price volatility over the term of the awards, risk free interest rates, expected dividends, and the expected option exercise term. The Company estimates the fair value of time-based stock options using the Black-Scholes-Merton pricing model. The simplified method is used to estimate the expected term of stock options due to a lack of related historical data regarding exercise, cancellation, and forfeiture. For MBOs, the fair value is estimated using Monte Carlo simulation techniques. Where an equity-settled award is cancelled, it is treated as if it vested on the date of the cancellation and any expense not yet recognized for the award (being the total expense as calculated at the grant date) is recognized immediately. This includes any awards where vesting conditions within the control of either the Company or the employee are not met. However, if a new award is substituted for the cancelled award and designated as a replacement award on the date that it is granted, the cancelled award and new awards are treated as if they were a modification of the original awards. |
Loss per Share | Loss per Share Basic loss per share is calculated by dividing the loss attributable to common shareholders by the weighted average number of common shares outstanding in the period. For all periods presented, the loss attributable to common shareholders equals the reported loss attributable to owners of the Company. When calculating the diluted earnings (loss) per share, the Company adds to the average number of ordinary shares outstanding, that was used to calculate the basic earnings per share, the weighted average of the number of shares to be issued assuming that all shares that have a potentially dilutive effect would be converted into shares. Potential ordinary shares are only taken into account in cases where their effect is dilutive (reducing the earnings per share or increasing the loss per share). As the Company has recorded net losses from operations in all periods presented, it has excluded stock options and warrants from the diluted Loss per Share calculation as the exercise of such would be anti-dilutive. |
Segment Report | Segment Report The Company operates in one operating segment, genetic diagnostic testing. |
Reclassifications | Reclassifications Certain prior year amounts have been reclassified for consistency with the current year presentation. |
Critical Accounting Estimates and Significant Management Judgments | Critical Accounting Estimates and Significant Management Judgments The preparation of financial statements in accordance with IFRS requires the Company to use judgment in applying its accounting policies and make estimates and assumptions about reported amounts at the date of the financial statements and in the future. The Company’s management reviews these estimates and underlying assumptions on an ongoing basis, based on experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Revisions to estimates are adjusted for prospectively in the period in which the estimates are revised. Useful lives of property and equipment Estimates of the useful lives of property and equipment and intangible assets are based on the period over which the assets are expected to be available for use. The estimated useful lives are reviewed annually and are updated if expectations differ from previous estimates due to physical wear and tear, technical or commercial obsolescence, not electing to exercise renewal options on Leases, and legal or other limits on the use of the relevant assets. In addition, the estimation of the useful lives of the relevant assets may be based on internal technical evaluation and experience with similar assets. It is possible, however, that future results of operations could be materially affected by changes in the estimates brought about by changes in the factors mentioned above. The amounts and timing of recorded expenses for any period would be affected by changes in these factors and circumstances. A reduction in the estimated useful lives of the property and equipment and intangible assets would increase the recorded expenses and decrease the non-current assets. Provision for expected credit losses on trade receivables The provision for expected credit losses on trade receivables are estimated based on historical information, customer concentrations, customer solvency, current economic and geographical trends, and changes in customer payment terms and practices. The Company will calibrate its provision matrix to adjust the historical credit loss experience with forward-looking information. The assessment of the correlation between historical observed default rates, forecast economic conditions and expected credit losses is a significant estimate. The amount of expected credit losses is sensitive to changes in circumstances and of forecast economic conditions. The Company’s historical credit loss experience and forecast of economic conditions may also not be representative of the customer’s actual default in the future. Estimating the incremental borrowing rate on leases The Company cannot readily determine the interest rate implicit in leases where it is the lessee. As such, it uses its incremental borrowing rate (“IBR”) to measure lease liabilities. The IBR is the rate of interest that the Company would have to pay to borrow over a similar term, and with a similar security, the funds necessary to obtain an asset of comparable value to the right-of-use asset in a similar economic environment. IBR therefore reflects what the Company “would have to pay”, which requires estimation when no observable rates are available or where the applicable rates need to be adjusted to reflect the terms and conditions of the lease. The Company estimates the IBR using observable inputs (such as market interest rates) when available and is required to make certain entity-specific estimates. Estimating the fair value of share-based payment transactions The Company utilizes a Black-Scholes model, or where appropriate, a Monte-Carlo Simulation to estimate the fair value of its share-based payments. In applying these models, management must estimate the expected future volatility of the Company’s estimated share price and makes such assumptions based on a proxy of publicly listed entities under an expectation that historical volatility is representative of the expected future volatility. Additionally, estimates have been made by management, in respect of the performance warrants, regarding the length of the vesting period as well as the number of performance warrants that are likely to vest. Estimating the fair value of financial instruments When the Company recognizes a financial instrument, where there is no active market for such an instrument, the Company utilizes alternative valuation methods. The Company utilizes inputs from observable markets to the extent that an appropriate market can be identified, but when there is a lack of such a market, the Company applies judgment to determine a fair value. Such judgments require those such as risk and volatility, of which changes in such assumptions may impact the fair value of the financial instrument. Other significant judgments The preparation of these financial statements in accordance with IFRS requires the Company to make judgments, apart from those involving estimates, in applying accounting policies. The most significant judgments in applying the Company’s financial statements include: ● The assessment of the Company’s ability to continue as a going concern and whether there are events or conditions that may give rise to significant uncertainty; ● The determination of the lease term of contracts with renewal and termination options; ● Determination of the extent to which it is probable that future taxable income will be available to allow all or part of the temporary differences and net operating losses to be utilized; ● Whether there are indicators of impairment of the Company’s long-lived assets, including its intangible assets; ● Development costs do not meet the conditions for capitalization in accordance with IAS 38 and therefore all research and development costs have been expensed as incurred. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies and Use of Estimates and Judgments (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Summary of Significant Accounting Policies and Use of Estimates and Judgments [Abstract] | |
Schedule of Estimated Useful Lives | The estimated useful lives are: Laboratory equipment 5 – 10 years Office equipment 3 – 10 years Right-of-use assets Lease terms |
Contribution Agreement (Tables)
Contribution Agreement (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Contribution Agreement [Abstract] | |
Schedule of Consideration Given and Charged to Acquisition Expense | The fair value of all the consideration given and charged to acquisition expense was comprised of Fair value of common stock at share exchange date $ 3,216,649 Identifiable assets acquired at September 20, 2021 Cash 1,219,855 VAT receivable 12,497 Accounts payable (35,443 ) $ 1,196,910 Unidentified assets acquired Acquisition expense $ 2,019,739 Total net identifiable assets and transaction costs $ 3,216,649 |
Trade and Other Receivables (Ta
Trade and Other Receivables (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Trade and Other Receivables [Abstract] | |
Schedule of Trade and Other Receivables | December 31, December 31, 2023 2022 Trade receivables $ 121,735 $ 130,588 Less: allowance for doubtful accounts (28,180 ) (66,852 ) Trade receivables, net 93,555 63,736 Other - 3,248 $ 93,555 $ 66,984 |
Inventories (Tables)
Inventories (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Inventories [Abstract] | |
Schedule of Inventories | December 31, December 31, 2023 2022 Raw materials $ 430,004 $ 175,469 Finished goods 240,467 - 670,471 175,469 Less: Reserve (56,833 ) - $ 613,638 $ 175,469 |
Prepaid and Other Current Ass_2
Prepaid and Other Current Assets (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Prepaid and Other Current Assets [Abstract] | |
Schedule of Prepaid and Other Current Assets | December 31, December 31, 2023 2022 Prepaid insurance $ 478,116 $ 624,033 Other prepaid expense 327,538 55,356 Security deposit 135,061 122,570 VAT receivable 260,955 192,154 $ 1,201,670 $ 994,113 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Changes in Property Equipment and Accumulated Depreciation | Property and equipment and the changes in property, equipment and accumulated depreciation for the years ended December 31, 2023 and 2022 are provided as follows: Laboratory Office Construction Total Cost Balance at December 31, 2021 $ 78,691 $ 11,697 $ - $ 90,388 Additions 496,077 162,405 - 658,482 Disposal/reclasses - - - - Effects of currency translation 4,403 2,245 - 6,648 Balance at December 31, 2022 $ 579,171 $ 176,347 $ - $ 755,518 Additions 932,125 236,427 58,722 1,227,274 Disposal/reclasses (51,509 ) 10,619 - (40,890 ) Effects of currency translation 34,945 (4,713 ) 1,207 31,439 Balance at December 31, 2023 $ 1,494,732 $ 418,680 $ 59,929 $ 1,973,341 Accumulated depreciation Balance at December 31, 2021 $ 44,787 $ 7,717 $ - $ 52,504 Depreciation 34,977 8,563 - 43,540 Disposal/reclasses - - - - Effects of currency translation (1,931 ) (287 ) - (2,218 ) Balance at December 31, 2022 $ 77,833 $ 15,993 $ - $ 93,826 Depreciation 137,996 64,987 - 202,983 Disposal/reclasses (36,039 ) 4,013 - (32,026 ) Effects of currency translation 4,359 1,882 - 6,241 Balance at December 31, 2023 $ 184,149 $ 86,875 $ - $ 271,024 Net book value at December 31, 2022 $ 501,338 $ 160,354 $ - $ 661,692 Net book value at December 31, 2023 $ 1,310,583 $ 331,805 $ 59,929 $ 1,702,317 |
Intangible Asset (Tables)
Intangible Asset (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Intangible Assets [Abstract] | |
Schedule of Intangible Asset Account | The activity in the Intangible Asset account for the year ended December 31, 2023 is as follows: Intangible asset Net book amount at December 31, 2022 $ - Additions 3,771,828 Disposal - Amortization (377,183 ) Net book amount at December 31, 2023 $ 3,394,645 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
Schedule of Leases Certain Assets Under Lease Agreements | The Company’s leases certain assets under lease agreements. Office Laboratory Equipment Equipment Vehicle Office Total Cost Balance as of January 1, 2022 $ 48,754 $ 22,076 $ - $ 489,143 $ 559,973 Additions 17,936 336,127 92,352 563,885 1,010,300 Effects of currency translation (2,464 ) 4,767 1,656 (17,828 ) (13,869 ) Balance as of December 31, 2022 $ 64,226 $ 362,970 $ 94,008 $ 1,035,200 $ 1,556,404 Additions - 38,943 70,914 587,245 697,102 Reduction (36,907 ) (312,790 ) - - (349,697 ) Effects of currency translation 1,110 4,939 4,193 42,192 52,434 Balance at December 31, 2023 $ 28,429 $ 94,062 $ 169,115 $ 1,664,637 $ 1,956,243 Accumulated amortization Balance as of January 1, 2022 $ 9,594 $ 7,447 $ - $ 149,230 $ 166,271 Depreciation 11,456 69,569 21,720 115,281 218,026 Effects of currency translation (343 ) 822 389 (6,456 ) (5,588 ) Balance as of December 31, 2022 $ 20,707 $ 77,838 $ 22,109 $ 258,055 $ 378,709 Depreciation 4,684 17,015 50,925 223,776 296,400 Reduction (8,000 ) (58,776 ) - - (66,776 ) Effects of currency translation 536 1,408 1,690 12,106 15,740 Balance at December 31, 2023 $ 17,927 $ 37,485 $ 74,724 $ 493,937 $ 624,073 |
Schedule of Future Lease Payments | The Company’s lease liabilities consist of office and laboratory equipment and office space. The present value of future lease payments were measured using an weighted average incremental borrowing rate of 9.80% per annum as of December 31, 2023. Total Balance as of January 1, 2022 $ 442,842 Additions 1,010,299 Interest expenses 94,376 Lease payments (292,320 ) Effects of currency translation (10,727 ) Balance as of December 31, 2022 $ 1,244,470 Additions 697,103 Interest expenses 147,107 Lease payments (399,416 ) Reduction (274,790 ) Effects of currency translation 39,710 As of December 31, 2023 $ 1,454,186 |
Schedule of Lease Liabilities | December 31, Lease liabilities Current portion $ 288,463 Long-term portion 1,165,723 Total lease liabilities $ 1,454,186 |
Schedule of Minimum Lease Payments | At December 31, 2023, the Company is committed to minimum lease payments as follows: December 31, Maturity analysis Less than one year $ 367,033 One to two years 374,185 Two to three years 342,763 Three to four years 234,705 Four to five years 233,917 More than five years 368,369 Total undiscounted lease liabilities $ 1,920,972 Amount representing implicit interest (466,786 ) Lease obligations $ 1,454,186 |
Accounts Payable and Accrued _2
Accounts Payable and Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Accounts Payable and Accrued Expenses [Abstarct] | |
Schedule of Accounts Payable and Accrued Expenses | December 31, December 31, 2023 2022 Accounts payable $ 2,326,439 $ 1,333,044 Accrued expenses 992,442 1,037,532 Payroll liabilities 132,734 346,693 $ 3,451,615 $ 2,717,269 |
Convertible Debt _ Related Pa_2
Convertible Debt – Related Party (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Convertible Debt – Related Party [Abstract] | |
Schedule of Convertible Debt | A continuity of the Company’s Convertible Debt is as follows: 2019 and 2020 Balance, December 31, 2021 $ 32,221 Accretion 1,768 Effects of currency translation (1,808 ) Balance, December 31, 2022 $ 32,181 Effects of currency translation 937 Balance, December 31, 2023 $ 33,118 |
Convertible Debt (Tables)
Convertible Debt (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Convertible Debt [Abstract] | |
Schedule of Convertible Loan | A continuity of the Company’s Convertible loan is as follows: 2017 Convertible Balance, December 31, 2021 $ 45,666 Effects of currency translation (2,609 ) Balance, December 31, 2022 $ 43,057 Effects of currency translation 1,253 Balance, December 31, 2023 $ 44,310 |
Schedule of Convertible Notes | Changes in the balance of the convertible notes are as follows: Carrying Amount at Face Value Fair value Balance at December 31, 2022 $ - $ - Issuance of convertible promissory notes 11,000,000 10,120,000 Repayments of convertible promissory notes (1,100,000 ) (1,100,000 ) Conversion of notes with ordinary shares (3,500,000 ) (3,500,000 ) Change in fair value of convertible promissory notes - (661,000 ) Balance at December 31, 2023 $ 6,400,000 $ 4,859,000 |
Schedule of Promissory Notes | A summary of the Company’s significant inputs into the fair value of the Promissory Notes is as follows: December 31, 2023 Stock price $ 1.16– - 4.82 Expected life in years 0.49– - 1.00 Risk free rate 5.09% - 5.57% Expected volatility 74.65% - 130.0% |
Loans Payable (Tables)
Loans Payable (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Loans Payable [Abstract] | |
Schedule of Loans Payable | A continuity of the Company’s loans payable is as follows: Related party Related party 0.1% Loan 6% Loans LOC Total Balance, December 31, 2021 $ 22,754 $ 39,819 $ 52,973 $ 115,546 Extinguished during the year (21,076 ) (36,883 ) (50,866 ) (108,825 ) Effects of currency translation (1,678 ) (2,936 ) (2,107 ) (6,721 ) Balance, December 31, 2022 $ - $ - $ - $ - |
Silent Partnerships (Tables)
Silent Partnerships (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Silent Partnerships [Abstract] | |
Schedule of Continuity of the Company’s Silent Partnerships | Certain of the Silent Partnership agreements are with a German based bank, which also owns ordinary shares of the Company. Those debts are classified as “related party” in the statement of financial position. A continuity of the Company’s silent partnerships is as follows: 3% SPAs 3.5% SPAs 8.5% SPAs 8% SPAs Total Balance, December 31, 2021 $ 528,849 $ 43,271 $ 935,081 $ 432,918 $ 1,940,119 Accretion 38,037 3,083 27,544 9,196 77,860 Effects of currency translation (29,527 ) (2,416 ) (52,922 ) (24,565 ) (109,430 ) Balance, December 31, 2022 $ 537,359 $ 43,938 $ 909,703 $ 417,549 $ 1,908,549 Extinguished during the year - - (507,959 ) (418,626 ) (926,585 ) Gain on debt forgiveness – related party - - (48,667 ) - (48,667 ) Accretion 42,063 3,382 20,529 805 66,779 Effects of currency translation 16,835 1,375 11,608 272 30,090 Balance, December 31, 2023 $ 596,257 $ 48,695 $ 385,214 $ - $ 1,030,166 |
Equity (Tables)
Equity (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
Schedule of Summary of Activity | A summary of activity during the year ended December 31, 2023 and 2022 is as follows: Warrant Weighted- Weighted- Balance as of December 31, 2021 3,916,000 $ 3.08 1.60 Grants - - - Exercised (668,500 ) 3.48 2.03 Expired - - - Balance as of December 31, 2022 3,247,500 $ 3.00 0.44 Grants 4,166,667 1.20 5.00 Exercised (816,667 ) 3.00 2.71 Expired - - - Balance as of December 31, 2023 6,597,500 $ 1.86 3.39 |
Schedule of the Estimated Fair Values of the Warrants Measured | For the year ended December 31, 2023, 2022 and 2021, the estimated fair values of the stock options are as follows: December 31, December 31, December 31, 2023 2022 2021 Exercise price $ 1.99– - 7.02 $ 6.98– - 20.87 $ 5.00– - 10.56 Expected term 5.00– - 7.00 years 5.55– - 6.75 years 5.5– - 10 years Expected average volatility 84% - 89% 73% - 79% 70% - 79% Expected dividend yield - - - Risk-free interest rate 3.48% - 4.83% 1.26% - 3.38% 1.10% - 1.51% |
Schedule of Summary of Activity | A summary of activity during the year ended December 31, 2023 and 2022 follows: Stock options Weighted- Weighted- Balance as of December 31, 2021 1,504,650 $ 5.10 9.85 Grants 894,500 10.73 10.00 Exercised - - - Forfeited (5,000 ) 15.28 - Expiry - - - Balance as of December 31, 2022 2,394,150 $ 7.18 9.11 Grants 385,000 4.48 10.00 Exercised - - - Forfeited/Cancelled (52,000 ) 6.97 - Expiry - - - Balance as of December 31, 2023 2,727,150 $ 6.89 8.44 Vested and exercisable as of December 31, 2023 1,766,782 $ 6.25 7.99 Expected to Vest 960,368 $ 7.79 2.61 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions [Abstract] | |
Schedule of Remuneration of Directors and Key Management | Years ended December 31, 2023 2022 2021 Salaries and benefits $ 1,647,186 $ 1,291,058 $ 673,464 |
Schedule of Remuneration Paid to Related Parties | Remuneration paid to related parties other than key personnel during the year ended December 31, 2023, 2022, and 2021 was as follows: Years ended December 31, 2023 2022 2021 Salaries and benefits $ 29,468 $ - $ 943 |
Government Grants (Tables)
Government Grants (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Government Grants [Abstract] | |
Schedule of Government Grants Related to Research and Development Activities | The Company receives government grants related to its research and development activities. The amount of government grants received during the years ended December 31, 2023, 2022 and 2021 and recognized as other income were as follows: Years ended December 31, 2023 2022 2021 Research and Development Projects Rapid detection of antibody-based pathogens $ - $ 42,055 $ 102,780 Multi-marker test for the early detection of pancreatic cancer 27,741 108,999 196,217 $ 27,741 $ 151,054 $ 298,997 |
Financial Instrument Risk Man_2
Financial Instrument Risk Management (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Financial Instrument Risk Management [Abstract] | |
Schedule of Contractual Maturities Financial Liabilities | The following is an analysis of the contractual maturities of the Company’s financial liabilities as at December 31, 2023 and 2022: Within More than More than one year one year five years Accounts payable and accrued liabilities $ 3,451,615 $ - $ - Accounts payable – related party $ 32,702 $ - $ - Deferred revenue $ 138,889 $ - $ - Convertible promissory note 4,859,000 - - Convertible loans 77,428 - - Silent partnerships - 1,030,166 - Lease liabilities 288,463 812,910 352,813 Intellectual property acquisition liability - related party 238,839 726,977 - $ 9,236,936 $ 2,570,053 $ 352,813 Within More than More than one year one year five years Accounts payable and accrued liabilities $ 2,717,269 $ - $ - Deferred revenue 199,410 - - Convertible debt 75,238 - - Silent partnerships 965,335 943,214 - Lease liabilities 285,354 771,457 187,659 $ 4,242,606 $ 1,714,671 $ 187,659 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Taxes [Abstract] | |
Schedule of Federal Statutory Tax Rate | The provision for income taxes differs from the amount that would have resulted in applying the combined federal statutory tax rate as follows: December 31, December 31, December 31, Net loss for the period $ (26,295,727 ) $ (26,387,336 ) $ (11,690,098 ) Statutory income tax rate 25.0 % 25.0 % 25.0 % Expected in tax recovery at statutory income tax rates $ (6,574,000 ) $ (6,597,000 ) $ (2,923,000 ) Permanent differences 904,000 2,342,000 1,601,000 Difference in tax rates, foreign exchange, and other 5,695,000 3,723,000 484,000 Change in deferred tax assets not recognized (25,000 ) 532,000 838,000 Income tax recovery $ - $ - $ - |
Schedule of Deferred Tax Assets and Liabilities | Temporary differences that give rise to the following deferred tax assets and liabilities at are: December 31, December 31, Deferred tax assets Net operating loss carryforwards $ 2,704,532 $ 2,717,532 Deferred tax assets not recognized (2,704,532 ) (2,717,532 ) Net deferred tax asset $ - $ - |
Operating Expenses (Tables)
Operating Expenses (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Operating Expenses [Abstract] | |
Schedule of Operating Expenses | For the years ended December 31, 2023, 2022, and 2021, operating expenses consisted of the following: Years ended December 31, Sales and marketing 2023 2022 2021 Salaries and Benefits $ 1,442,952 $ 585,393 $ 84,418 Professional and consulting fees 909,046 756,919 243,012 Office expenses 21,746 49,092 34,206 Travel and entertainment 84,082 40,038 5,142 Depreciation and amortization 3,128 35,866 8,868 Marketing and advertising 3,697,523 4,929,598 587,018 $ 6,158,477 $ 6,396,906 $ 962,664 Years ended December 31, Research and development 2023 2022 2021 Salaries and benefits $ 3,415,784 $ 1,961,718 $ 250,266 Professional and consulting fees 4,323,406 1,316,861 26,290 Lab and office expenses 975,315 1,375,349 106,487 Travel and entertainment 198,998 118,695 15,245 Depreciation and amortization 524,009 106,327 83,646 Materials for clinical studies 152,881 140,416 - $ 9,590,393 $ 5,019,366 $ 481,934 Years ended December 31, General and administrative 2023 2022 2021 Salaries and benefits $ 2,310,835 $ 2,175,242 $ 816,027 Employee stock option expense 3,266,702 8,931,386 6,430,158 Professional and consulting fees 3,883,687 2,144,679 800,836 Office expenses 657,185 785,862 193,514 Insurance 817,181 920,121 170,464 Travel and entertainment 130,606 133,257 17,116 Depreciation and amortization 339,275 119,372 29,515 $ 11,405,471 $ 15,209,919 $ 8,457,630 |
Nature of Operations and Goin_2
Nature of Operations and Going Concern (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Aug. 03, 2021 | Nov. 30, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | |
Nature of Operations and Going Concern [Abstract] | ||||
Agreement percentage | 100% | |||
Share exchange (in Shares) | 6,000,000 | |||
Outstanding shares percentage | 62% | |||
Shares sold (in Shares) | 2,300,000 | |||
Dividends paid, other shares per share (in Dollars per share) | $ 5 | |||
Accumulated deficit totaling | $ 69,328,021 | |||
Operating activities | 21,938,845 | |||
Cash | 7,070,925 | $ 17,141,775 | ||
Net proceeds from common stock sales and warrant proceeds | $ 24,200,000 | |||
Amount of sale of shares and warrants | $ 16,500,000 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies and Use of Estimates and Judgments (Details) | 12 Months Ended |
Dec. 31, 2023 segments | |
Summary of Significant Accounting Policies and Use of Estimates and Judgments [Abstract] | |
Number of operating segment | 1 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies and Use of Estimates and Judgments (Details) - Schedule of Estimated Useful Lives | 12 Months Ended |
Dec. 31, 2023 | |
Laboratory equipment [Member] | Bottom of range [member] | |
Summary of Significant Accounting Policies and Use of Estimates and Judgments (Details) - Schedule of Estimated Useful Lives [Line Items] | |
Estimated useful lives of the assets | 5 years |
Laboratory equipment [Member] | Top of range [member] | |
Summary of Significant Accounting Policies and Use of Estimates and Judgments (Details) - Schedule of Estimated Useful Lives [Line Items] | |
Estimated useful lives of the assets | 10 years |
Office equipment [member] | Bottom of range [member] | |
Summary of Significant Accounting Policies and Use of Estimates and Judgments (Details) - Schedule of Estimated Useful Lives [Line Items] | |
Estimated useful lives of the assets | 3 years |
Office equipment [member] | Top of range [member] | |
Summary of Significant Accounting Policies and Use of Estimates and Judgments (Details) - Schedule of Estimated Useful Lives [Line Items] | |
Estimated useful lives of the assets | 10 years |
Right-of-use assets [member] | |
Summary of Significant Accounting Policies and Use of Estimates and Judgments (Details) - Schedule of Estimated Useful Lives [Line Items] | |
Estimated useful lives of the assets | Lease terms |
Contribution Agreement (Details
Contribution Agreement (Details) - USD ($) | 12 Months Ended | |
Aug. 03, 2021 | Dec. 31, 2023 | |
Contribution Agreement (Details) [Line Items] | ||
Shares percentage | 100% | |
Acquired in exchange shares | 6,000,000 | |
Common share value | $ 3,216,649 | |
Contribution Agreement [Member] | ||
Contribution Agreement (Details) [Line Items] | ||
Owned Contribution outstanding percentage | 62% | |
Fair value of common shares | 6,000,000 | |
Common share, per share | $ 0.54 |
Contribution Agreement (Detai_2
Contribution Agreement (Details) - Schedule of Consideration Given and Charged to Acquisition Expense | 12 Months Ended |
Dec. 31, 2008 USD ($) | |
Schedule of Consideration Given and Charged to Acquisition Expense [Abstract] | |
Fair value of common stock at share exchange date | $ 3,216,649 |
Identifiable assets acquired at September 20, 2021 | |
Cash | 1,219,855 |
VAT receivable | 12,497 |
Accounts payable | (35,443) |
Total Identifiable assets | 1,196,910 |
Acquisition expense | 2,019,739 |
Total net identifiable assets and transaction costs | $ 3,216,649 |
Trade and Other Receivables (De
Trade and Other Receivables (Details) | Dec. 31, 2023 USD ($) |
Trade and Other Receivables [Abstract] | |
Allowance for doubtful accounts for trade receivables | $ 38,672 |
Trade and Other Receivables (_2
Trade and Other Receivables (Details) - Schedule of Trade and Other Receivables - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Schedule Of Trade And Other Receivables [Abstract] | ||
Trade receivables | $ 121,735 | $ 130,588 |
Less: allowance for doubtful accounts | (28,180) | (66,852) |
Trade receivables, net | 93,555 | 63,736 |
Other | 3,248 | |
Total | $ 93,555 | $ 66,984 |
Inventories (Details)
Inventories (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Inventories [Abstract] | ||
Inventory write down | $ 76,682 |
Inventories (Details) - Schedul
Inventories (Details) - Schedule of Inventories - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Schedule of Inventories [Abstract] | ||
Raw materials | $ 430,004 | $ 175,469 |
Finished goods | 240,467 | |
Inventories, Gross | 670,471 | 175,469 |
Less: Reserve | (56,833) | |
Inventories, Net | $ 613,638 | $ 175,469 |
Prepaid and Other Current Ass_3
Prepaid and Other Current Assets (Details) | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Prepaid and Other Current Assets [Abstract] | |
Bad debt reserve | $ 53,295 |
Prepaid and Other Current Ass_4
Prepaid and Other Current Assets (Details) - Schedule of Prepaid and Other Current Assets - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Schedule of Prepaid and Other Current Assets [Abstract] | ||
Prepaid insurance | $ 478,116 | $ 624,033 |
Other prepaid expense | 327,538 | 55,356 |
Security deposit | 135,061 | 122,570 |
VAT receivable | 260,955 | 192,154 |
Total prepaid and other current assets | $ 1,201,670 | $ 994,113 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |||
Depreciation expense | $ 202,983 | $ 43,540 | $ 6,573 |
Property and Equipment (Detai_2
Property and Equipment (Details) - Schedule of Changes in Property Equipment and Accumulated Depreciation - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Cost | |||
Cost Balance Beginning | $ 755,518 | $ 90,388 | |
Additions | 1,227,274 | 658,482 | |
Disposal/reclasses | (40,890) | ||
Effects of currency translation | 31,439 | 6,648 | |
Cost Balance Ending | 1,973,341 | 755,518 | $ 90,388 |
Accumulated depreciation | |||
Accumulated depreciation Balance Beginning | 93,826 | 52,504 | |
Depreciation | 202,983 | 43,540 | 6,573 |
Disposal/reclasses | (32,026) | ||
Effects of currency translation | 6,241 | (2,218) | |
Accumulated depreciation Balance Ending | 271,024 | 93,826 | 52,504 |
Net book value | 1,702,317 | 661,692 | |
Laboratory equipment [Member] | |||
Cost | |||
Cost Balance Beginning | 579,171 | 78,691 | |
Additions | 932,125 | 496,077 | |
Disposal/reclasses | (51,509) | ||
Effects of currency translation | 34,945 | 4,403 | |
Cost Balance Ending | 1,494,732 | 579,171 | 78,691 |
Accumulated depreciation | |||
Accumulated depreciation Balance Beginning | 77,833 | 44,787 | |
Depreciation | 137,996 | 34,977 | |
Disposal/reclasses | (36,039) | ||
Effects of currency translation | 4,359 | (1,931) | |
Accumulated depreciation Balance Ending | 184,149 | 77,833 | 44,787 |
Net book value | 1,310,583 | 501,338 | |
Office equipment [Member] | |||
Cost | |||
Cost Balance Beginning | 176,347 | 11,697 | |
Additions | 236,427 | 162,405 | |
Disposal/reclasses | 10,619 | ||
Effects of currency translation | (4,713) | 2,245 | |
Cost Balance Ending | 418,680 | 176,347 | 11,697 |
Accumulated depreciation | |||
Accumulated depreciation Balance Beginning | 15,993 | 7,717 | |
Depreciation | 64,987 | 8,563 | |
Disposal/reclasses | 4,013 | ||
Effects of currency translation | 1,882 | (287) | |
Accumulated depreciation Balance Ending | 86,875 | 15,993 | 7,717 |
Net book value | 331,805 | 160,354 | |
Construction in progress [Member] | |||
Cost | |||
Cost Balance Beginning | |||
Additions | 58,722 | ||
Disposal/reclasses | |||
Effects of currency translation | 1,207 | ||
Cost Balance Ending | 59,929 | ||
Accumulated depreciation | |||
Accumulated depreciation Balance Beginning | |||
Depreciation | |||
Disposal/reclasses | |||
Effects of currency translation | |||
Accumulated depreciation Balance Ending | |||
Net book value | $ 59,929 |
Intangible Asset (Details)
Intangible Asset (Details) | 12 Months Ended | ||||
Feb. 15, 2023 USD ($) $ / shares shares | Feb. 11, 2021 EUR (€) € / shares | Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Intangible Asset [Line Items] | |||||
Cash payment | $ 700,000 | ||||
Ordinary restricted shares (in Shares) | shares | 300,000 | ||||
Revenue term | 10 years | ||||
Intangible asset purchase useful life | 10 years | ||||
Closing value per share (in Dollars per share) | $ / shares | $ 6.85 | ||||
Present value of the future payments | 10% | ||||
Amortization expenses | 377,183 | ||||
Interest expense | $ 559,581 | $ 289,324 | $ 339,171 | ||
Payment discount rate | 2% | ||||
Intellectual Property Asset Purchase Agreement [Member] | |||||
Intangible Asset [Line Items] | |||||
Ordinary restricted shares (in Shares) | shares | 300,000 | ||||
Revenue per share (in Dollars per share) | $ / shares | $ 1 | ||||
Licensing Agreement [Member] | |||||
Intangible Asset [Line Items] | |||||
Cash payment | $ 2,000,000 | ||||
Royalty payment per share (in Euro per share) | € / shares | € 5 | ||||
Licensing Agreement [Member] | Bottom of range [Member] | |||||
Intangible Asset [Line Items] | |||||
Cash payment | € | € 2,000,000 | ||||
Licensing Agreement [Member] | Top of range [member] | |||||
Intangible Asset [Line Items] | |||||
Cash payment | € | € 4,000,000 | ||||
Intellectual Property Asset Purchase Agreement [Member] | |||||
Intangible Asset [Line Items] | |||||
Interest expense | $ 100,813 | ||||
Property acquisition | $ 1,115,816 |
Intangible Asset (Details) - Sc
Intangible Asset (Details) - Schedule of Intangible Asset Account | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Schedule of Intangible Asset Account [Abstract] | |
Net book amount at December 31, 2022 | |
Additions | 3,771,828 |
Disposal | |
Amortization | (377,183) |
Net book amount at December 31, 2023 | $ 3,394,645 |
Leases (Details)
Leases (Details) | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
Average expected life | 5 years 54 days |
Present value of future lease payments percentage | 9.80% |
Leases (Details) - Schedule of
Leases (Details) - Schedule of Leases Certain Assets Under Lease Agreements - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Cost | ||
Cost Balance Beginning | $ 1,556,404 | $ 559,973 |
Additions | 697,102 | 1,010,300 |
Reduction | (349,697) | |
Effects of currency translation | 52,434 | (13,869) |
Cost Balance Ending | 1,956,243 | 1,556,404 |
Accumulated amortization | ||
Accumulated amortization Balance Beginning | 378,709 | 166,271 |
Depreciation | 296,400 | 218,026 |
Reduction | (66,776) | |
Effects of currency translation | 15,740 | (5,588) |
Accumulated amortization Balance Ending | 624,073 | 378,709 |
Office Equipment [Member] | ||
Cost | ||
Cost Balance Beginning | 64,226 | 48,754 |
Additions | 17,936 | |
Reduction | (36,907) | |
Effects of currency translation | 1,110 | (2,464) |
Cost Balance Ending | 28,429 | 64,226 |
Accumulated amortization | ||
Accumulated amortization Balance Beginning | 20,707 | 9,594 |
Depreciation | 4,684 | 11,456 |
Reduction | (8,000) | |
Effects of currency translation | 536 | (343) |
Accumulated amortization Balance Ending | 17,927 | 20,707 |
Laboratory Equipment [Member] | ||
Cost | ||
Cost Balance Beginning | 362,970 | 22,076 |
Additions | 38,943 | 336,127 |
Reduction | (312,790) | |
Effects of currency translation | 4,939 | 4,767 |
Cost Balance Ending | 94,062 | 362,970 |
Accumulated amortization | ||
Accumulated amortization Balance Beginning | 77,838 | 7,447 |
Depreciation | 17,015 | 69,569 |
Reduction | (58,776) | |
Effects of currency translation | 1,408 | 822 |
Accumulated amortization Balance Ending | 37,485 | 77,838 |
Vehicle [Member] | ||
Cost | ||
Cost Balance Beginning | 94,008 | |
Additions | 70,914 | 92,352 |
Reduction | ||
Effects of currency translation | 4,193 | 1,656 |
Cost Balance Ending | 169,115 | 94,008 |
Accumulated amortization | ||
Accumulated amortization Balance Beginning | 22,109 | |
Depreciation | 50,925 | 21,720 |
Reduction | ||
Effects of currency translation | 1,690 | 389 |
Accumulated amortization Balance Ending | 74,724 | 22,109 |
Office [Member] | ||
Cost | ||
Cost Balance Beginning | 1,035,200 | 489,143 |
Additions | 587,245 | 563,885 |
Reduction | ||
Effects of currency translation | 42,192 | (17,828) |
Cost Balance Ending | 1,664,637 | 1,035,200 |
Accumulated amortization | ||
Accumulated amortization Balance Beginning | 258,055 | 149,230 |
Depreciation | 223,776 | 115,281 |
Reduction | ||
Effects of currency translation | 12,106 | (6,456) |
Accumulated amortization Balance Ending | $ 493,937 | $ 258,055 |
Leases (Details) - Schedule o_2
Leases (Details) - Schedule of Future Lease Payments - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Schedule of Future Lease Payments [Abstract] | ||
Balance beginning | $ 1,244,470 | $ 442,842 |
Additions | 697,103 | 1,010,299 |
Reduction | (274,790) | |
Interest expenses | 147,107 | 94,376 |
Lease payments | (399,416) | (292,320) |
Effects of currency translation | 39,710 | (10,727) |
Balance Ending | $ 1,454,186 | $ 1,244,470 |
Leases (Details) - Schedule o_3
Leases (Details) - Schedule of Lease Liabilities - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Lease liabilities | |||
Current portion | $ 288,463 | $ 285,354 | |
Long-term portion | 1,165,723 | 959,116 | |
Total lease liabilities | $ 1,454,186 | $ 1,244,470 | $ 442,842 |
Leases (Details) - Schedule o_4
Leases (Details) - Schedule of Minimum Lease Payments - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Maturity analysis | |||
lease liabilities, gross | $ 1,920,972 | ||
Amount representing implicit interest | (466,786) | ||
Lease obligations | 1,454,186 | $ 1,244,470 | $ 442,842 |
Less than one year [Member] | |||
Maturity analysis | |||
lease liabilities, gross | 367,033 | ||
One to two years [Member] | |||
Maturity analysis | |||
lease liabilities, gross | 374,185 | ||
Two to three years [Member] | |||
Maturity analysis | |||
lease liabilities, gross | 342,763 | ||
Three to four years [Member] | |||
Maturity analysis | |||
lease liabilities, gross | 234,705 | ||
Four to five years [Member] | |||
Maturity analysis | |||
lease liabilities, gross | 233,917 | ||
More than five years [Member] | |||
Maturity analysis | |||
lease liabilities, gross | $ 368,369 |
Accounts Payable and Accrued _3
Accounts Payable and Accrued Expenses (Details) - Schedule of Accounts Payable and Accrued Expenses - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Schedule of Accounts Payable and Accrued Expenses [Abstract] | ||
Accounts payable | $ 2,326,439 | $ 1,333,044 |
Accrued expenses | 992,442 | 1,037,532 |
Payroll liabilities | 132,734 | 346,693 |
Total | $ 3,451,615 | $ 2,717,269 |
Convertible Debt _ Related Pa_3
Convertible Debt – Related Party (Details) | 12 Months Ended | |||||||
Dec. 31, 2023 USD ($) $ / shares | Dec. 31, 2023 EUR (€) | Sep. 30, 2022 | Dec. 31, 2020 USD ($) | Dec. 31, 2020 EUR (€) | Dec. 31, 2019 USD ($) | Dec. 31, 2019 EUR (€) | Dec. 31, 2010 | |
Convertible Debt – Related Party (Details) [Line Items] | ||||||||
Loan agreements totalling | $ 467,154 | € 417,133 | $ 467,154 | € 417,133 | ||||
Bear interest | 3.50% | 3.50% | 8% | |||||
Loans Outstanding, percentage | 0.50% | |||||||
Ordinary shares per share (in Dollars per share) | $ / shares | $ 1 | |||||||
Loan Agreement [Member] | ||||||||
Convertible Debt – Related Party (Details) [Line Items] | ||||||||
Convertible loans payable | $ 33,118 | € 30,000 | ||||||
Convertible Loans [Member] | ||||||||
Convertible Debt – Related Party (Details) [Line Items] | ||||||||
| € | € 13,064 | € 13,064 | ||||||
Convertible Loans [Member] | ||||||||
Convertible Debt – Related Party (Details) [Line Items] | ||||||||
Bear interest | 3.50% |
Convertible Debt _ Related Pa_4
Convertible Debt – Related Party (Details) - Schedule of Convertible Debt - 2019 and 2020 Convertible Loans [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Convertible Debt – Related Party (Details) - Schedule of Convertible Debt [Line Items] | ||
Beginning balance | $ 32,181 | $ 32,221 |
Accretion | 1,768 | |
Effects of currency translation | 937 | (1,808) |
Ending balance | $ 33,118 | $ 32,181 |
Convertible Debt (Details)
Convertible Debt (Details) | 1 Months Ended | 12 Months Ended | ||||||||
Dec. 31, 2023 USD ($) $ / shares shares | Nov. 30, 2023 USD ($) | Dec. 31, 2023 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2023 EUR (€) shares | Sep. 26, 2023 USD ($) | Jun. 28, 2023 USD ($) | Dec. 31, 2020 | Dec. 31, 2010 | |
Convertible Debt (Details) [Line Items] | ||||||||||
Percentage of common shares outstanding | 4.25% | |||||||||
Promissory notes | $ 6,400,000 | $ 6,400,000 | ||||||||
Percentage of principal amount | 92% | |||||||||
Principal amount | 1,100,000 | $ 1,100,000 | $ 1,100,000 | |||||||
Maturity date | 1 year | |||||||||
Percentage of interest | 3.50% | 8% | ||||||||
Promissory note premium, percentage | 8% | |||||||||
Business days | 5 days | |||||||||
Calendar days | 30 days | |||||||||
Percentage of volume weighted average price | 110% | |||||||||
Trading days | 8 days | |||||||||
Floor price of per share (in Dollars per share) | $ / shares | $ 2 | |||||||||
Monthly payment, amount | $ 550,000 | $ 550,000 | ||||||||
Percentage of redemption premium | 8% | 8% | 8% | |||||||
Percentage of monthly payment | 10% | |||||||||
Commitment fee | $ 250,000 | |||||||||
Ordinary shares (in Shares) | shares | 54,428 | 54,428 | 54,428 | |||||||
Face value | $ 5,500,000 | $ 5,500,000 | ||||||||
Original issue discount | $ 440,000 | 440,000 | ||||||||
Percentage of premium | 8% | 8% | ||||||||
Percentage of default interest | 15% | 15% | ||||||||
Change in fair value of convertible debt | (661,000) | |||||||||
Balance amount | $ 4,859,000 | |||||||||
Bottom of range [Member] | ||||||||||
Convertible Debt (Details) [Line Items] | ||||||||||
Consecutive trading days | 5 years | |||||||||
Top of range [Member] | ||||||||||
Convertible Debt (Details) [Line Items] | ||||||||||
Consecutive trading days | 7 years | |||||||||
Two Thousand Seventeen Convertible Loans [Member] | ||||||||||
Convertible Debt (Details) [Line Items] | ||||||||||
Total loans | $ 92,007 | $ 92,007 | € 80,278 | |||||||
Payable on demand, amount | (44,310) | (44,310) | € 40,139 | |||||||
Commitment Amount [Member] | ||||||||||
Convertible Debt (Details) [Line Items] | ||||||||||
Promissory notes | $ 50,000,000 | |||||||||
Initial Promissory Note [Member] | ||||||||||
Convertible Debt (Details) [Line Items] | ||||||||||
Promissory notes | 4.9986 | 4.9986 | ||||||||
Principal amount | $ 3,500,000 | $ 3,500,000 | 5,500,000 | |||||||
Net of discount | $ 5,060,000 | |||||||||
Ordinary shares (in Shares) | shares | 1,259,019 | 1,259,019 | 1,259,019 | |||||||
Fair value | $ 5,060,000 | $ 5,060,000 | ||||||||
Initial Promissory Note [Member] | Bottom of range [Member] | ||||||||||
Convertible Debt (Details) [Line Items] | ||||||||||
Debt Instrument Convertible Conversion Price (in Dollars per share) | $ / shares | $ 2 | $ 2 | ||||||||
Initial Promissory Note [Member] | Top of range [Member] | ||||||||||
Convertible Debt (Details) [Line Items] | ||||||||||
Debt Instrument Convertible Conversion Price (in Dollars per share) | $ / shares | $ 4.17 | $ 4.17 | ||||||||
Second Promissory Note [Member] | ||||||||||
Convertible Debt (Details) [Line Items] | ||||||||||
Promissory notes | $ 3.5424 | $ 3.5424 | ||||||||
Principal amount | $ 5,500,000 | |||||||||
Net of discount | $ 5,060,000 | |||||||||
Fair value | $ 5,008,000 | $ 5,008,000 | ||||||||
Promissory Notes [Member] | ||||||||||
Convertible Debt (Details) [Line Items] | ||||||||||
Percentage of interest | 15% | 15% | 15% | 15% | ||||||
Calendar days | 30 years | |||||||||
Trading days | 3 days | |||||||||
Consecutive trading days | 7 years | |||||||||
Percentage of redemption premium | 8% | 8% | 8% | |||||||
Percentage of all outstanding | 50% | |||||||||
Fixed Price [Member] | ||||||||||
Convertible Debt (Details) [Line Items] | ||||||||||
Percentage of volume weighted average price | 92% |
Convertible Debt (Details) - Sc
Convertible Debt (Details) - Schedule of Convertible Loan - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Schedule of Convertible Loan [Abstract] | ||
Balance, beginning | $ 43,057 | $ 45,666 |
Effects of currency translation | 1,253 | (2,609) |
Balance, ending | $ 44,310 | $ 43,057 |
Convertible Debt (Details) - _2
Convertible Debt (Details) - Schedule of Convertible Notes | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Schedule Of Convertible Notes Abstract | |
Balance at beginning, Face Value, | |
Balance at beginning, Carrying Amount at Fair Value | |
Issuance of convertible promissory notes, Face Value | 11,000,000 |
Issuance of convertible promissory notes, Carrying Amount at Fair Value | 10,120,000 |
Repayments of convertible promissory notes, Face Value | (1,100,000) |
Repayments of convertible promissory notes, Carrying Amount at Fair Value | (1,100,000) |
Conversion of notes with ordinary shares, Face Value, | (3,500,000) |
Conversion of notes with ordinary shares, Carrying Amount at Fair Value | (3,500,000) |
Change in fair value of convertible promissory notes, Face Value, | |
Change in fair value of convertible promissory notes, Carrying Amount at Fair Value | (661,000) |
Balance at ending, Face Value, | 6,400,000 |
Balance at ending, Carrying Amount at Fair Value | $ 4,859,000 |
Convertible Debt (Details) - _3
Convertible Debt (Details) - Schedule of Promissory Notes | 12 Months Ended |
Dec. 31, 2023 | |
Bottom of range [Member] | Stock price [member] | |
Convertible Debt (Details) - Schedule of Promissory Notes [Line Items] | |
Significant inputs | $1.16 |
Bottom of range [Member] | Expected life in years [member] | |
Convertible Debt (Details) - Schedule of Promissory Notes [Line Items] | |
Significant inputs | 0.49 |
Bottom of range [Member] | Risk free rate [member] | |
Convertible Debt (Details) - Schedule of Promissory Notes [Line Items] | |
Significant inputs | 5.09% |
Bottom of range [Member] | Expected volatility [member] | |
Convertible Debt (Details) - Schedule of Promissory Notes [Line Items] | |
Significant inputs | 74.65% |
Top of range [Member] | Stock price [member] | |
Convertible Debt (Details) - Schedule of Promissory Notes [Line Items] | |
Significant inputs | 4.82 |
Top of range [Member] | Expected life in years [member] | |
Convertible Debt (Details) - Schedule of Promissory Notes [Line Items] | |
Significant inputs | 1.00 |
Top of range [Member] | Risk free rate [member] | |
Convertible Debt (Details) - Schedule of Promissory Notes [Line Items] | |
Significant inputs | 5.57% |
Top of range [Member] | Expected volatility [member] | |
Convertible Debt (Details) - Schedule of Promissory Notes [Line Items] | |
Significant inputs | 130.0% |
Loans Payable (Details)
Loans Payable (Details) | 12 Months Ended | ||||
Dec. 31, 2023 | Dec. 31, 2020 USD ($) | Dec. 31, 2020 EUR (€) | Dec. 31, 2017 USD ($) | Dec. 31, 2017 EUR (€) | |
Loans Payable [Abstract] | |||||
Principal amount | $ 22,828 | € 20,000 | |||
Loan amount in percentage | 0.10% | 0.10% | |||
Loan bears interest | 0.10% | ||||
Trade receivables percentage | 0.10% | ||||
Loans payable description | Between the years of 2011 to 2013, the Company received loans from related parties totaling EUR35,000 (approximately $40,144) (the “Related Party 6% Loans”). The Loans have a stated interest rate of at 6.0%. EUR10,000 (approximately $11,461) of the loans matures on July 31, 2020 and EUR25,000 (approximately $28,653) of the loan matures on December 31, 2021. As the Related Party 6% Loans were received at below market interest rates, the initial fair value of the 3% Loan was determined to be EUR21,936 (approximately $25,140), determined using an estimated effective interest rate of 11.5%. | ||||
Line of credit | $ 229,224 | € 200,000 | |||
Accrues interest | 4% | ||||
Line of control | 0.50% |
Loans Payable (Details) - Sched
Loans Payable (Details) - Schedule of Loans Payable | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Loans Payable (Details) - Schedule of Loans Payable [Line Items] | |
Balance, December 31, 2021 | $ 115,546 |
Balance, December 31, 2022 | |
Extinguished during the year | (108,825) |
Effects of currency translation | (6,721) |
0.1% Loan [Member] | |
Loans Payable (Details) - Schedule of Loans Payable [Line Items] | |
Balance, December 31, 2021 | 22,754 |
Balance, December 31, 2022 | |
Extinguished during the year | (21,076) |
Effects of currency translation | (1,678) |
Related party 6% Loans [Member] | |
Loans Payable (Details) - Schedule of Loans Payable [Line Items] | |
Balance, December 31, 2021 | 39,819 |
Balance, December 31, 2022 | |
Extinguished during the year | (36,883) |
Effects of currency translation | (2,936) |
Related party LOC [Member] | |
Loans Payable (Details) - Schedule of Loans Payable [Line Items] | |
Balance, December 31, 2021 | 52,973 |
Balance, December 31, 2022 | |
Extinguished during the year | (50,866) |
Effects of currency translation | $ (2,107) |
Silent Partnerships (Details)
Silent Partnerships (Details) | 12 Months Ended | |||||||||
Dec. 31, 2023 USD ($) shares | Dec. 31, 2023 EUR (€) shares | Dec. 31, 2022 USD ($) | Dec. 31, 2022 EUR (€) | Dec. 31, 2021 USD ($) | Dec. 31, 2021 EUR (€) | Dec. 31, 2020 USD ($) | Dec. 31, 2020 EUR (€) € / shares | Dec. 31, 2010 USD ($) | Dec. 31, 2010 EUR (€) | |
Silent Partnerships [Line Items] | ||||||||||
Agreed to lend a total | $ 57,071 | € 50,000 | $ 343,830 | € 300,000 | ||||||
Percentage of agreed to lend a total | 3.50% | 3.50% | 8% | 8% | ||||||
Repayment date | June 30, 2025 | June 30, 2025 | January 2023 | January 2023 | ||||||
Interest per annum on the loans | 3.50% | 3.50% | 8% | 8% | ||||||
Percentage of option to demand an additional payment | 8.50% | 8.50% | 8% | 8% | ||||||
Initial fair value of SPAs determined | $ 85,440 | € 772,568 | $ 185,229 | € 156,549 | $ 332,254 | € 289,900 | ||||
Estimated effective interest rate | 11.50% | 11.50% | 11.50% | 11.50% | 11.50% | 11.50% | ||||
Percentage of difference between face value and fair value of the SPAs | 3% | 3% | ||||||||
Difference between face value and fair value of the SPAs | $ 51,410 | € 43,451 | ||||||||
Percentage of initial fair value of SPAs received | 3% | 3% | ||||||||
Convertible to common shares percentage | 3.50% | 3.50% | ||||||||
Percentage of SPAs determined to be a financial instrument | 3.50% | 3.50% | ||||||||
Percentage of principal amount of the SPAs | 3.50% | 3.50% | ||||||||
Percentage of SPAs | 8.50% | 8.50% | ||||||||
Repayment of loans | $ 408,496 | € 398,634 | ||||||||
Loans maturity date | December 31, 2025 | December 31, 2025 | ||||||||
Interest per annum on the loans | 8.50% | 8.50% | ||||||||
Percentage of principal of loans | 30% | 30% | 30% | 30% | ||||||
Percentage of initial fair value of SPAs determined | 8.50% | 8.50% | 8% | 8% | ||||||
Lenders contribution | $ 775,183 | € 676,366 | ||||||||
Shares acquired (in Shares) | shares | 27,752 | 27,752 | ||||||||
SPAs extinguished | $ 99,527 | € 80,000 | ||||||||
Percentage of SPAs extinguished | 8.50% | 8.50% | ||||||||
Repayment of SPAs | $ 161,010 | € 150,000 | ||||||||
Carrying value | 220,784 | € 200,000 | $ 462,252 | $ 498,972 | ||||||
SPAs owing to major shareholders (in Dollars) | $ | $ 271,354 | |||||||||
Percentage of SPAs owing to major shareholders | 8.50% | 8.50% | 8.50% | 8.50% | ||||||
Loan due | € | € 200,000 | |||||||||
Loans due date | Dec. 31, 2025 | Dec. 31, 2025 | ||||||||
Contribution amount | $ 375,445 | € 350,000 | ||||||||
Bottom of range [Member] | ||||||||||
Silent Partnerships [Line Items] | ||||||||||
Loan due | $ | $ 150,000 | |||||||||
Loans due date | Jun. 30, 2023 | Jun. 30, 2023 | ||||||||
Top of range [Member] | ||||||||||
Silent Partnerships [Line Items] | ||||||||||
Loan due | € | € 200,000 | |||||||||
Loans due date | Dec. 31, 2025 | Dec. 31, 2025 | ||||||||
Silent Partnership Agreements [Member] | ||||||||||
Silent Partnerships [Line Items] | ||||||||||
Agreed to lend a total | $ 341,740 | € 299,400 | ||||||||
Percentage of agreed to lend a total | 3% | 3% | ||||||||
Repayment date | December 31, 2025 | December 31, 2025 | ||||||||
Interest per annum on the loans | 3% | 3% | ||||||||
Net income percent | 1.66% | 1.66% | 3% | 3% | 1.95% | 1.95% | ||||
Percentage of option to demand an additional payment | 3% | 3% | ||||||||
Final remuneration percentage | 15% | 15% | ||||||||
Percentage of SPAs received | 3% | 3% | ||||||||
Percentage of initial fair value of SPAs | 3% | 3% | ||||||||
Initial fair value of SPAs determined | $ 272,136 | € 230,000 | $ 248,966 | € 218,120 | ||||||
Estimated effective interest rate | 11.50% | 11.50% | 11.50% | 11.50% | ||||||
Percentage of difference between face value and fair value of the SPAs | 3% | 3% | ||||||||
Difference between face value and fair value of the SPAs | $ (92,774) | € 81,280 | ||||||||
Remaining amount received | $ (236,640) | € 200,000 | ||||||||
Percentage of initial fair value of SPAs received | 3% | 3% | ||||||||
Convertible common shares per share (in Euro per share) | € / shares | € 1 | |||||||||
Agreements loans | $ 915,383 | € 798,694 | ||||||||
Percentage of SPAs | 8.50% | 8.50% | ||||||||
Repayment of loans | $ 409,859 | € 400,000 | ||||||||
Related Party Transaction [Member] | ||||||||||
Silent Partnerships [Line Items] | ||||||||||
Net income percent | 0.50% | 0.50% | ||||||||
Percentage of SPAs | 8.50% | 8.50% |
Silent Partnerships (Details) -
Silent Partnerships (Details) - Schedule of Continuity of the Company’s Silent Partnerships - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Schedule of Continuity of the Company’s Silent Partnerships [Line Items] | ||
Balance beginning | $ 1,908,549 | $ 1,940,119 |
Accretion | 66,779 | 77,860 |
Effects of currency translation | 30,090 | (109,430) |
Balance ending | 1,030,166 | 1,908,549 |
Extinguished during the year | (926,585) | |
Gain on debt forgiveness – related party | (48,667) | |
3% SPAs [Member] | ||
Schedule of Continuity of the Company’s Silent Partnerships [Line Items] | ||
Balance beginning | 537,359 | 528,849 |
Accretion | 42,063 | 38,037 |
Effects of currency translation | 16,835 | (29,527) |
Balance ending | 596,257 | 537,359 |
Extinguished during the year | ||
Gain on debt forgiveness – related party | ||
3.5% SPAs [Member] | ||
Schedule of Continuity of the Company’s Silent Partnerships [Line Items] | ||
Balance beginning | 43,938 | 43,271 |
Accretion | 3,382 | 3,083 |
Effects of currency translation | 1,375 | (2,416) |
Balance ending | 48,695 | 43,938 |
Extinguished during the year | ||
Gain on debt forgiveness – related party | ||
8.5% SPAs [Member] | ||
Schedule of Continuity of the Company’s Silent Partnerships [Line Items] | ||
Balance beginning | 909,703 | 935,081 |
Accretion | 20,529 | 27,544 |
Effects of currency translation | 11,608 | (52,922) |
Balance ending | 385,214 | 909,703 |
Extinguished during the year | (507,959) | |
Gain on debt forgiveness – related party | (48,667) | |
8% SPAs [Member] | ||
Schedule of Continuity of the Company’s Silent Partnerships [Line Items] | ||
Balance beginning | 417,549 | 432,918 |
Accretion | 805 | 9,196 |
Effects of currency translation | 272 | (24,565) |
Balance ending | $ 417,549 | |
Extinguished during the year | (418,626) | |
Gain on debt forgiveness – related party |
Equity (Details)
Equity (Details) | 12 Months Ended | |||||
Nov. 13, 2023 USD ($) $ / shares shares | Dec. 31, 2023 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) shares | Dec. 31, 2021 USD ($) $ / shares shares | Dec. 31, 2023 € / shares | Feb. 15, 2023 $ / shares shares | |
Equity [Line Items] | ||||||
Ordinary shares authorized (in Shares) | shares | 45,000,000 | |||||
Vote per share | one | |||||
Per share | $ / shares | $ 6.85 | |||||
Ordinary shares at market prices | 3% | |||||
Ordinary shares issued (in Shares) | shares | 300,000 | |||||
Net proceeds | $ 1,894,742 | $ 23,900,000 | ||||
Purchase of ordinary shares | $ 5,000,000 | |||||
Offering costs | 4,499,555 | |||||
Ordinary restricted shares (in Shares) | shares | 1,259,019 | 73,000 | ||||
Ordinary shares issued for services | $ 547,840 | $ 906,920 | ||||
Convertible promissory note | 250,000 | |||||
Intangible assets | 2,055,000 | |||||
Conversion of debt | 3,500,000 | |||||
Ordinary share issued (in Shares) | shares | 1,725,000 | |||||
Gross proceeds | $ 25,900,000 | |||||
Cash exercise warrant | $ 382,500 | |||||
Assigned value | $ 0 | |||||
Intrinsic value of the warrants | $ 0 | |||||
Stock options granted | 417,500 | 894,500 | 1,504,650 | |||
Stock options | $ 1,407,766 | $ 6,494,112 | $ 13,968,627 | |||
Share-based compensation | 3,207,789 | 8,917,237 | $ 6,430,158 | |||
Unamortized expense | 3,315,321 | $ 5,115,344 | ||||
Intrinsic value of the stock options | $ 0 | |||||
Stock Option [Member] | ||||||
Equity [Line Items] | ||||||
Ordinary shares issued (in Shares) | shares | 875,000 | 500,000 | 2,300,000 | |||
Intangible assets other than goodwill [member] | ||||||
Equity [Line Items] | ||||||
Ordinary shares issued (in Shares) | shares | 300,000 | |||||
Warrants [member] | ||||||
Equity [Line Items] | ||||||
Per share | $ / shares | $ 1.2 | |||||
Ordinary shares issued (in Shares) | shares | 4,166,667 | 305,771 | 821,456 | 3,755,000 | ||
Underwriting warrants (in Shares) | shares | 161,000 | |||||
Underwriting warrant in amount | $ 754,286 | |||||
Exercise or strike price (in Dollars per share) | $ / shares | $ 3 | |||||
Dividend rate | 0% | |||||
Warrants [member] | Bottom of range [member] | ||||||
Equity [Line Items] | ||||||
Expiration term | 2 years | |||||
Risk-free interest rate | 0.16% | |||||
Stock price at time of issuance (in Dollars per share) | $ / shares | $ 0.283 | |||||
Volatility | 75% | |||||
Warrants [member] | Top of range [member] | ||||||
Equity [Line Items] | ||||||
Expiration term | 5 years | |||||
Risk-free interest rate | 1.08% | |||||
Stock price at time of issuance (in Dollars per share) | $ / shares | $ 1.602 | |||||
Volatility | 95% | |||||
Issued capital [member] | ||||||
Equity [Line Items] | ||||||
Per share | € / shares | € 0.01 | |||||
Controlled Equity Offering [Member] | ||||||
Equity [Line Items] | ||||||
Per share | $ / shares | $ 1.2 | $ 6.16 | ||||
Ordinary shares issued (in Shares) | shares | 307,365 | |||||
November 2023 Financing [Member] | ||||||
Equity [Line Items] | ||||||
Per share | $ / shares | $ 1.2 | |||||
Ordinary shares issued (in Shares) | shares | 4,166,667 | |||||
Ordinary restricted shares (in Shares) | shares | 142,775 | |||||
November 2023 Financing [Member] | Warrants [member] | ||||||
Equity [Line Items] | ||||||
Per share | $ / shares | $ 1.2 | |||||
Ordinary shares issued (in Shares) | shares | 4,166,667 | |||||
November 2023 Financing [Member] | Loan commitments [member] | ||||||
Equity [Line Items] | ||||||
Ordinary shares issued (in Shares) | shares | 54,428 |
Equity (Details) - Schedule of
Equity (Details) - Schedule of Summary of Activity - Warrants [member] | 12 Months Ended | |
Dec. 31, 2023 $ / shares | Dec. 31, 2022 $ / shares | |
Equity (Details) - Schedule of Summary of Activity [Line Items] | ||
Warrant Outstanding, Balance | 3,247,500 | 3,916,000 |
Weighted- Average Exercise Price, Balance | $ 3 | $ 3.08 |
Weighted- Average Life (years), Balance | 1 year 7 months 6 days | |
Warrant Outstanding, Grants | 4,166,667 | |
Weighted- Average Exercise Price, Grants | $ 1.2 | |
Weighted- Average Life (years), Grants | 5 years | |
Warrant Outstanding, Exercised | (816,667) | (668,500) |
Weighted- Average Exercise Price, Exercised | $ 3 | $ 3.48 |
Weighted- Average Life (years), Exercised | 2 years 8 months 15 days | 2 years 10 days |
Warrant Outstanding, Expired | ||
Weighted- Average Exercise Price, Expired | ||
Warrant Outstanding, Balance | 6,597,500 | 3,247,500 |
Weighted- Average Exercise Price, Balance | $ 1.86 | $ 3 |
Weighted- Average Life (years), Balance | 3 years 4 months 20 days | 5 months 8 days |
Equity (Details) - Schedule o_2
Equity (Details) - Schedule of the Estimated Fair Values of the Warrants Measured - Stock Option [Member] - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Equity (Details) - Schedule of the Estimated Fair Values of the Warrants Measured [Line Items] | |||
Expected dividend yield (in Dollars) | |||
Minimum [Member] | |||
Equity (Details) - Schedule of the Estimated Fair Values of the Warrants Measured [Line Items] | |||
Exercise price (in Dollars per share) | $ 1.99 | $ 6.98 | $ 5 |
Expected term | 5 years | 5 years 6 months 18 days | 5 years 6 months |
Expected average volatility | 84% | 73% | 70% |
Risk-free interest rate | 3.48% | 1.26% | 1.10% |
Maximum [Member] | |||
Equity (Details) - Schedule of the Estimated Fair Values of the Warrants Measured [Line Items] | |||
Exercise price (in Dollars per share) | $ 7.02 | $ 20.87 | $ 10.56 |
Expected term | 7 years | 6 years 9 months | 10 years |
Expected average volatility | 89% | 79% | 79% |
Risk-free interest rate | 4.83% | 3.38% | 1.51% |
Equity (Details) - Schedule o_3
Equity (Details) - Schedule of Summary of Activity - Stock Options [Member] | 12 Months Ended | |
Dec. 31, 2023 $ / shares | Dec. 31, 2022 $ / shares | |
Equity (Details) - Schedule of Summary of Activity [Line Items] | ||
Stock options Outstanding, balance ending | 2,394,150 | 1,504,650 |
Weighted- Average Exercise Price, balance ending | $ 7.18 | $ 5.1 |
Weighted- Average Life (years), balance ending | 9 years 10 months 6 days | |
Stock options Outstanding, Grants | 385,000 | 894,500 |
Weighted- Average Exercise Price, Grants | $ 4.48 | $ 10.73 |
Weighted- Average Life (years), Grants | 10 years | 10 years |
Stock options Outstanding, Exercised | ||
Weighted- Average Exercise Price, Exercised | ||
Stock options Outstanding, Forfeited | (52,000) | (5,000) |
Weighted- Average Exercise Price, Forfeited | $ 6.97 | $ 15.28 |
Stock options Outstanding, Expiry | ||
Weighted- Average Exercise Price, Expiry | ||
Stock options Outstanding, balance ending | 2,727,150 | 2,394,150 |
Weighted- Average Exercise Price, balance ending | $ 6.89 | $ 7.18 |
Weighted- Average Life (years), balance ending | 8 years 5 months 8 days | 9 years 1 month 9 days |
Stock options Outstanding, Vested and exercisable | 1,766,782 | |
Weighted- Average Exercise Price, Vested and exercisable | $ 6.25 | |
Weighted- Average Life (years), Vested and exercisable | 7 years 11 months 26 days | |
Stock options Outstanding, Expected to Vest | 960,368 | |
Weighted- Average Exercise Price, Expected to Vest | $ 7.79 | |
Weighted- Average Life (years), Expected to Vest | 2 years 7 months 9 days |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 12 Months Ended | |||
Feb. 15, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Related Party Transactions [Line Items] | ||||
Accounts payable, related party | $ 32,702 | |||
Accrued management salaries | 267,234 | 260,000 | ||
Incurred interest expense | 26,469 | 32,457 | $ 36,442 | |
Incurred accretion expense | 10,712 | 14,847 | 17,489 | |
Recorded expenses | 57,039 | 97,924 | 259,600 | |
Intangible asset | $ 2,000,000 | |||
Ordinary restricted shares (in Shares) | 300,000 | |||
Share limit of revenue | $ 1 | |||
Useful life | 10 years | |||
Per share (in Dollars per share) | $ 6.85 | |||
Present value of the future payments | 10% | |||
Purchase of intangible asset | 700,000 | |||
Amortization expenses | 377,183 | |||
Interest expenses | 559,581 | 289,324 | 339,171 | |
Liability for remaining required payments | 1,133,589 | |||
ColoAlert [Member] | ||||
Related Party Transactions [Line Items] | ||||
Paid cost | 885,335 | 97,924 | $ 173,844 | |
Unpaid costs | 0 | $ 0 | ||
Interest expenses | $ 100,813 |
Related Party Transactions (D_2
Related Party Transactions (Details) - Schedule of Remuneration of Directors and Key Management - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule of Remuneration of Directors and Key Management [Abstract] | |||
Salaries and benefits | $ 1,647,186 | $ 1,291,058 | $ 673,464 |
Related Party Transactions (D_3
Related Party Transactions (Details) - Schedule of Remuneration Paid to Related Parties - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule of Remuneration Paid to Related Parties [Abstract] | |||
Salaries and benefits | $ 29,468 | $ 943 |
Government Grants (Details)
Government Grants (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Government Grants [Abstract] | ||
Grant balances | $ 6,604 | |
Antibody-based pathogens | $ 81,706 |
Government Grants (Details) - S
Government Grants (Details) - Schedule of Government Grants Related to Research and Development Activities - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Research and Development Projects | |||
Rapid detection of antibody-based pathogens | $ 42,055 | $ 102,780 | |
Multi-marker test for the early detection of pancreatic cancer | 27,741 | 108,999 | 196,217 |
Total research and development projects | $ 27,741 | $ 151,054 | $ 298,997 |
Financial Instrument Risk Man_3
Financial Instrument Risk Management (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Financial Instrument Risk Management [Line Items] | ||
Bad debt expense | $ 14,357 | $ 65,389 |
Unrestricted cash | 7,070,925 | 17,141,775 |
Current liabilities | $ 4,859,000 | $ 0 |
Foreign exchange risk, description | As the Company operates in Germany it holds a portion of its cash balances in Euro to approximate between three to twelve months estimated operating needs. The remainder of the Company’s cash is held in U.S. Dollars, the Company’s reporting currency, which is also the currency of the Company’s largest cash outlays over the next twenty-four months. |
Financial Instrument Risk Man_4
Financial Instrument Risk Management (Details) - Schedule of Contractual Maturities Financial Liabilities - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Within one year [Member] | ||
Financial Instrument Risk Management (Details) - Schedule of Contractual Maturities Financial Liabilities [Line Items] | ||
Accounts payable and accrued liabilities | $ 3,451,615 | $ 2,717,269 |
Accounts payable – related party | 32,702 | |
Deferred revenue | 138,889 | 199,410 |
Convertible promissory note | 4,859,000 | |
Convertible loans | 77,428 | 75,238 |
Silent partnerships | 965,335 | |
Lease liabilities | 288,463 | 285,354 |
Intellectual property acquisition liability - related party | 238,839 | |
Total | 9,236,936 | 4,242,606 |
More than one year [Member] | ||
Financial Instrument Risk Management (Details) - Schedule of Contractual Maturities Financial Liabilities [Line Items] | ||
Accounts payable and accrued liabilities | ||
Accounts payable – related party | ||
Deferred revenue | ||
Convertible promissory note | ||
Convertible loans | ||
Silent partnerships | 1,030,166 | 943,214 |
Lease liabilities | 812,910 | 771,457 |
Intellectual property acquisition liability - related party | 726,977 | |
Total | 2,570,053 | 1,714,671 |
More than five years [Member] | ||
Financial Instrument Risk Management (Details) - Schedule of Contractual Maturities Financial Liabilities [Line Items] | ||
Accounts payable and accrued liabilities | ||
Accounts payable – related party | ||
Deferred revenue | ||
Convertible promissory note | ||
Convertible loans | ||
Silent partnerships | ||
Lease liabilities | 352,813 | 187,659 |
Intellectual property acquisition liability - related party | ||
Total | $ 352,813 | $ 187,659 |
Concentrations (Details)
Concentrations (Details) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Concentrations (Details) [Line Items] | |||
Annual revenues percentage | 10% | ||
Number of customers | 1 | 2 | 4 |
Customer [Member] | |||
Concentrations (Details) [Line Items] | |||
Revenue percentage | 21% | 38% | 56% |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Taxes [Abstract] | ||
Non-capital losses | $ 36,269,000 | $ 21,440,000 |
Income Taxes (Details) - Schedu
Income Taxes (Details) - Schedule of Federal Statutory Tax Rate - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule of Federal Statutory Tax Rate [Abstract] | |||
Net loss for the period | $ (26,295,727) | $ (26,387,336) | $ (11,690,098) |
Statutory income tax rate | 25% | 25% | 25% |
Expected in tax recovery at statutory income tax rates | $ (6,574,000) | $ (6,597,000) | $ (2,923,000) |
Permanent differences | 904,000 | 2,342,000 | 1,601,000 |
Difference in tax rates, foreign exchange, and other | 5,695,000 | 3,723,000 | 484,000 |
Change in deferred tax assets not recognized | (25,000) | 532,000 | 838,000 |
Income tax recovery |
Income Taxes (Details) - Sche_2
Income Taxes (Details) - Schedule of Deferred Tax Assets and Liabilities - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Schedule of Deferred Tax Assets and Liabilities [Abstract] | ||
Net operating loss carryforwards | $ 2,704,532 | $ 2,717,532 |
Deferred tax assets not recognized | (2,704,532) | (2,717,532) |
Net deferred tax asset |
Operating Expenses (Details) -
Operating Expenses (Details) - Schedule of Operating Expenses - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule of Operating Expenses [Line Items] | |||
Depreciation and amortization | $ 296,400 | $ 218,026 | |
Total of General and administrative | 11,405,471 | 15,209,919 | $ 8,457,630 |
Materials for clinical studies | 430,004 | 175,469 | |
Total of Research and development | 9,590,393 | 5,019,366 | 481,934 |
Total of Sales and marketing | 6,158,477 | 6,396,906 | 962,664 |
Sales and marketing [Member] | |||
Schedule of Operating Expenses [Line Items] | |||
Salaries and Benefits | 1,442,952 | 585,393 | 84,418 |
Professional and consulting fees | 909,046 | 756,919 | 243,012 |
Office expenses | 21,746 | 49,092 | 34,206 |
Travel and entertainment | 84,082 | 40,038 | 5,142 |
Depreciation and amortization | 3,128 | 35,866 | 8,868 |
Marketing and advertising | 3,697,523 | 4,929,598 | 587,018 |
Research and development [Member] | |||
Schedule of Operating Expenses [Line Items] | |||
Salaries and Benefits | 3,415,784 | 1,961,718 | 250,266 |
Professional and consulting fees | 4,323,406 | 1,316,861 | 26,290 |
Lab and office expenses | 975,315 | 1,375,349 | 106,487 |
Travel and entertainment | 198,998 | 118,695 | 15,245 |
Depreciation and amortization | 524,009 | 106,327 | 83,646 |
Materials for clinical studies | 152,881 | 140,416 | |
General and administrative [Member] | |||
Schedule of Operating Expenses [Line Items] | |||
Salaries and Benefits | 2,310,835 | 2,175,242 | 816,027 |
Employee stock option expense | 3,266,702 | 8,931,386 | 6,430,158 |
Professional and consulting fees | 3,883,687 | 2,144,679 | 800,836 |
Office expenses | 657,185 | 785,862 | 193,514 |
Insurance | 817,181 | 920,121 | 170,464 |
Travel and entertainment | 130,606 | 133,257 | 17,116 |
Depreciation and amortization | $ 339,275 | $ 119,372 | $ 29,515 |
Subsequent Events (Details)
Subsequent Events (Details) | 12 Months Ended |
Dec. 31, 2023 USD ($) shares | |
Subsequent Event [Line Items] | |
Cash paid | $ 858,415 |
Ordinary shares net proceeds | shares | 721,093 |
Outstanding principal | $ 1,246,449 |
Interest | 177,566 |
Premiums | $ 74,995 |
Aggregate pre tax | 13% |
Carve out percentage equal | 13% |
William Caragol [Member] | |
Subsequent Event [Line Items] | |
Carve out percentage equal | 30% |
Company Chief Financial Officer [Member] | |
Subsequent Event [Line Items] | |
Carve out percentage equal | 15% |