Cover
Cover - USD ($) $ in Millions | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Mar. 30, 2023 | Jun. 30, 2022 | |
Cover [Abstract] | ||||
Document Type | 10-K/A | |||
Amendment Flag | true | |||
Amendment description | This Amendment No. 1 to our Annual Report on Form 10-K (this “Amendment”) amends the Annual Report of Enveric Biosciences, Inc. (the “Company”) on Form 10-K for the fiscal year ended December 31, 2022, which was originally filed with the Securities and Exchange Commission (“SEC”) on March 31, 2023 (the “Original Filing”). This Amendment is being filed solely to amend the reports of the Company’s independent registered public accounting firms included in the Original Filing with respect to the audited consolidated financial statements of the Company for the years ended December 31, 2022 and 2021, which inadvertently omitted which independent registered public accounting firm audited the adjustments made to the audited consolidated financial statements of the Company for the fiscal year ended December 31, 2021, to reflect the 1-for-50 reverse stock split of the shares of the Company’s common stock, which was effected on July 14, 2022. | |||
Document Annual Report | true | |||
Document Transition Report | false | |||
Document Period End Date | Dec. 31, 2022 | |||
Document Fiscal Period Focus | FY | |||
Document Fiscal Year Focus | 2022 | |||
Current Fiscal Year End Date | --12-31 | |||
Entity File Number | 001-38286 | |||
Entity Registrant Name | ENVERIC BIOSCIENCES, INC. | |||
Entity Central Index Key | 0000890821 | |||
Entity Tax Identification Number | 95-4484725 | |||
Entity Incorporation, State or Country Code | DE | |||
Entity Address, Address Line One | 4851 Tamiami Trail N | |||
Entity Address, Address Line Two | Suite 200 | |||
Entity Address, City or Town | Naples | |||
Entity Address, State or Province | FL | |||
Entity Address, Postal Zip Code | 34103 | |||
City Area Code | (239) | |||
Local Phone Number | 302-1707 | |||
Title of 12(b) Security | Common Stock, $0.01 par value per share | |||
Trading Symbol | ENVB | |||
Security Exchange Name | NASDAQ | |||
Entity Well-known Seasoned Issuer | No | |||
Entity Voluntary Filers | No | |||
Entity Current Reporting Status | Yes | |||
Entity Interactive Data Current | Yes | |||
Entity Filer Category | Non-accelerated Filer | |||
Entity Small Business | true | |||
Entity Emerging Growth Company | false | |||
Entity Shell Company | false | |||
Entity Public Float | $ 11 | |||
Entity Common Stock, Shares Outstanding | 2,078,271 | |||
Documents Incorporated by Reference [Text Block] | List hereunder the following documents if incorporated by reference and the Part of the Form 10-K (e.g., Part I, Part II, etc.) into which the document is incorporated: (1) Any annual report to security holders; (2) Any proxy or information statement; and (3) Any prospectus if led pursuant to Rule 424(b) or (c) under the Securities Act of 1933. The listed documents should be clearly described for identification purposes (e.g., annual report to security holders for fiscal year ended December 24, 1980). | |||
ICFR Auditor Attestation Flag | false | |||
Auditor Firm ID | 688 | 711 | ||
Auditor Name | Marcum LLP | Friedman LLP | ||
Auditor Location | East Hanover, New Jersey | East Hanover, New Jersey |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash | $ 17,723,884 | $ 17,355,999 |
Prepaid expenses and other current assets | 708,053 | 380,838 |
Total current assets | 18,431,937 | 17,736,837 |
Other assets: | ||
Property and equipment, net | 677,485 | 294,430 |
Right-of-use operating lease asset | 63,817 | 176,304 |
Intangible assets, net | 379,686 | 6,923,928 |
Goodwill | 1,587,634 | |
Total other assets | 1,120,988 | 8,982,296 |
Total assets | 19,552,925 | 26,719,133 |
Current liabilities: | ||
Accounts payable | 463,275 | 683,393 |
Accrued liabilities | 1,705,655 | 1,292,721 |
Current portion of right-of-use operating lease obligation | 63,820 | 107,442 |
Investment option liability | 851,008 | |
Warrant liability | 185,215 | 653,674 |
Derivative liability | 727,000 | |
Total current liabilities | 3,995,973 | 2,737,230 |
Non-current liabilities: | ||
Non-current portion of right-of-use operating lease obligation | 68,861 | |
Deferred tax liability | 1,607,122 | |
Total non-current liabilities | 1,675,983 | |
Total liabilities | 3,995,973 | 4,413,213 |
Commitments and contingencies (Note 9) | ||
Temporary equity | ||
Series C redeemable preferred stock, $0.01 par value, 100,000 shares authorized, and 52,684.548 and 0 shares issued and outstanding as of December 31, 2022 and 2021, respectively | ||
Redeemable non-controlling interest | 885,028 | |
Total temporary equity | 885,028 | |
Shareholders’ equity | ||
Preferred stock, $0.01 par value, 20,000,000 shares authorized; Series B preferred stock, $0.01 par value, 3,600,000 shares authorized, 0 shares issued and outstanding as of December 31, 2022 and 2021, respectively | ||
Common stock, $0.01 par value, 100,000,000 shares authorized, 2,078,271 and 651,921 shares issued and outstanding as of December 31, 2022 and 2021, respectively | 20,782 | 6,519 |
Additional paid-in capital | 94,395,662 | 83,066,656 |
Accumulated deficit | (79,207,786) | (60,736,453) |
Accumulated other comprehensive loss | (536,734) | (30,802) |
Total shareholders’ equity | 14,671,924 | 22,305,920 |
Total liabilities, temporary equity, and shareholders’ equity | $ 19,552,925 | $ 26,719,133 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 |
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 20,000,000 | 20,000,000 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 2,078,271 | 651,921 |
Common stock, shares outstanding | 2,078,271 | 651,921 |
Series B Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 3,600,000 | 3,600,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Series C Redeemable Preferred Stock [Member] | ||
Temporary equity, par value | $ 0.01 | $ 0.01 |
Temporary equity, shares authorized | 100,000 | 100,000 |
Temporary equity, shares issued | 52,684.548 | 0 |
Temporary equity, shares outstanding | 52,684.548 | 0 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive loss - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Operating expenses | ||
General and administrative | $ 11,605,761 | $ 20,499,052 |
Research and development | 8,027,773 | 4,788,807 |
Impairment of intangible assets and goodwill | 7,453,662 | 38,678,918 |
Depreciation and amortization | 327,910 | 656,643 |
Total operating expenses | 27,415,106 | 64,623,420 |
Loss from operations | (27,415,106) | (64,623,420) |
Other income (expense) | ||
Inducement expense | (1,125,291) | |
Change in fair value of warrant liabilities | 4,315,236 | 9,327,326 |
Change in fair value of investment option liability | 3,472,726 | |
Change in fair value of derivative liability | (325,000) | |
Interest expense | (5,249) | (10,316) |
Total other income | 7,457,713 | 8,191,719 |
Net loss before income taxes | (19,957,393) | (56,431,701) |
Income tax benefit | 1,486,060 | 7,454,805 |
Net loss | (18,471,333) | (48,976,896) |
Less preferred dividends attributable to non-controlling interest | 33,014 | |
Less deemed dividends attributable to accretion of embedded derivative at redemption value | 295,976 | |
Net loss attributable to shareholders | (18,800,323) | (48,976,896) |
Other comprehensive loss | ||
Foreign currency translation | (505,932) | 150,475 |
Comprehensive loss | $ (19,306,255) | $ (48,826,421) |
Net loss per share - basic and diluted | $ (13) | $ (103.69) |
Weighted average shares outstanding, basic and diluted | 1,446,007 | 472,343 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Mezzanine Equity and Shareholders' Equity - USD ($) | Series C Redeemable Preferred Stock [Member] | Redeemable Noncontrolling Interest [Member] | Temporary Equity [Member] | Preferred Stock [Member] Series B Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | AOCI Attributable to Parent [Member] | Total |
Beginning balance, value at Dec. 31, 2020 | $ 32,754 | $ 2,022 | $ 15,321,699 | $ (11,759,557) | $ (181,277) | $ 3,415,641 | |||
Mezzanine equity beginning balance, shares at Dec. 31, 2020 | |||||||||
Beginning balance, shares at Dec. 31, 2020 | 3,275,407 | 202,249 | |||||||
January 2021 registered direct offering, net of offering costs | $ 444 | 4,616,643 | 4,617,087 | ||||||
January 2021 registered direct offering, net of offering costs, shares | 44,427 | ||||||||
February 2021 registered direct offering, net of offering costs | $ 601 | 7,015,800 | 7,016,401 | ||||||
February 2021 registered direct offering, net of offering costs, shares | 60,141 | ||||||||
Consideration paid pursuant to amalgamation agreement | $ 1,990 | 39,040,292 | 39,042,282 | ||||||
Consideration paid pursuant to amalgamation agreement, shares | 199,025 | ||||||||
Exercise of warrants | $ 530 | 3,284,641 | 3,285,171 | ||||||
Exercise of warrants, shares | 52,861 | ||||||||
Exercise of options | $ 27 | (27) | |||||||
Exercise of options, shares | 2,685 | 2,876 | |||||||
Induced conversion of stock options into restricted stock awards | $ 203 | 1,125,088 | $ 1,125,291 | ||||||
Induced conversion of stock options into restricted stock awards, shares | 20,307 | ||||||||
Stock-based compensation | 12,597,001 | 12,597,001 | |||||||
Common stock issued in lieu of cash for services | $ 3 | 33,464 | 33,467 | ||||||
Common stock issued in lieu of cash for services, shares | 283 | ||||||||
Common stock issued pursuant to exercise of warrant put rights | $ 44 | (44) | |||||||
Common stock issued pursuant to exercise of warrant put rights, shares | 4,434 | ||||||||
Conversion of Series B preferred shares | $ (32,754) | $ 655 | 32,099 | ||||||
Conversion of Series B preferred shares, shares | (3,275,407) | 65,509 | |||||||
Foreign exchange translation loss | 150,475 | 150,475 | |||||||
Net loss | (48,976,896) | (48,976,896) | |||||||
Preferred dividends attributable to redeemable non-controlling interest | |||||||||
Accretion of embedded derivative to redemption value | |||||||||
Ending balance, value at Dec. 31, 2021 | $ 6,519 | 83,066,656 | (60,736,453) | (30,802) | 22,305,920 | ||||
Mezzanine equity Ending balance, shares at Dec. 31, 2021 | |||||||||
Ending balance, shares at Dec. 31, 2021 | 651,921 | ||||||||
Stock-based compensation | 2,620,671 | 2,620,671 | |||||||
Foreign exchange translation loss | (505,932) | (505,932) | |||||||
Net loss | (18,471,333) | (18,471,333) | |||||||
February 2022 registered direct offering, net of offering costs | $ 4,000 | 5,798,464 | 5,802,464 | ||||||
February 2022 registered direct offering, net of offering costs, shares | 400,000 | ||||||||
Conversion of RSUs into common shares | $ 9 | (9) | |||||||
Conversion of RSUs into common shares, shares | 899 | ||||||||
Redeemable non-controlling interest, net of $402,000 embedded derivative and net of issuance costs of $41,962 | $ 556,038 | 556,038 | |||||||
Redeemable noncontrolling interest, net of $402,000 embedded derivative and net of issuance costs of $41,962, shares | 1,000 | 556,038 | |||||||
Issuance of redeemable Series C preferred stock | $ 527 | 527 | (527) | $ (527) | |||||
Issuance of redeemable Series C preferred stock, shares | 52,685 | ||||||||
Preferred dividends attributable to redeemable non-controlling interest | 33,014 | 33,014 | (33,014) | (33,014) | |||||
Accretion of embedded derivative to redemption value | 295,976 | 295,976 | (295,976) | (295,976) | |||||
Conversion of RSAs into common shares | $ 12 | (12) | |||||||
Conversion of RSAs into common shares, shares | 1,223 | ||||||||
July 2022 registered direct offering, PIPE offering, modification of warrants and exercise of pre-funded warrants, net of offering costs | $ 10,000 | 3,239,124 | 3,249,124 | ||||||
July 2022 registered direct offering, PIPE offering, modification of warrants and exercise of pre-funded warrants, net of offering costs, shares | 1,000,000 | ||||||||
Issuance of rounded shares as a result of the reverse stock split | $ 242 | (242) | |||||||
Issuance of rounded shares as a result of the reverse stock split, shares | 24,228 | ||||||||
Redemption of Series C preferred stock | $ (527) | (527) | 527 | 527 | |||||
Redemption of Series C preferred stock, shares | (52,685) | ||||||||
Ending balance, value at Dec. 31, 2022 | $ 885,028 | $ 885,028 | $ 20,782 | $ 94,395,662 | $ (79,207,786) | $ (536,734) | $ 14,671,924 | ||
Mezzanine equity Ending balance, shares at Dec. 31, 2022 | 1,000 | ||||||||
Ending balance, shares at Dec. 31, 2022 | 2,078,271 |
Consolidated Statements of Ch_2
Consolidated Statements of Changes in Mezzanine Equity and Shareholders' Equity (Parenthetical) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Statement of Stockholders' Equity [Abstract] | ||
Issuance of embedded derivative | $ 402,000 | |
Redeemable noncontrolling interest issuance costs | $ 41,962 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Cash Flows From Operating Activities: | ||
Net loss | $ (18,471,333) | $ (48,976,896) |
Adjustments to reconcile net loss to cash used in operating activities | ||
Change in fair value of warrant liability | (4,315,236) | (9,327,326) |
Change in fair value of investment option liability | (3,472,726) | |
Change in fair value of derivative liability | 325,000 | |
Stock-based compensation | 2,620,671 | 12,597,001 |
Stock issued in lieu of cash for services | 33,467 | |
Impairment of intangible assets and goodwill | 7,453,662 | 38,678,918 |
Non-cash income tax benefit | (1,504,302) | (7,454,805) |
Inducement expense | 1,125,291 | |
Amortization of right-of-use asset | 107,291 | 24,969 |
Amortization of intangible assets | 168,750 | 643,333 |
Depreciation expense | 159,160 | 13,310 |
Change in operating assets and liabilities: | ||
Prepaid expenses and other current assets | (374,058) | 826,837 |
Accounts payable and accrued liabilities | 263,686 | 383,199 |
Right-of-use operating lease liability | (107,288) | (24,969) |
Net cash used in operating activities | (17,146,723) | (11,457,671) |
Cash Flows From Investing Activities: | ||
Purchases of property and equipment | (584,165) | (189,719) |
Purchase of Diverse Bio license agreement | (675,000) | |
Cash accretive acquisition of MagicMed | 3,055,328 | |
Net cash (used in) provided by investing activities | (584,165) | 2,190,609 |
Cash Flows From Financing Activities: | ||
Proceeds from sale of common stock, warrants, and investment options, net of offering costs | 17,222,099 | 21,614,488 |
Proceeds from the sale of redeemable non-controlling interest, net of offering costs (see Note 8) | 958,038 | |
Proceeds from warrant exercises, net of fees | 3,285,171 | |
Net cash provided by financing activities | 18,180,137 | 24,899,659 |
Effect of foreign exchange rate on cash | (81,364) | 144,942 |
Net increase in cash | 367,885 | 15,777,539 |
Cash at beginning of year | 17,355,999 | 1,578,460 |
Cash at end of year | 17,723,884 | 17,355,999 |
Supplemental disclosure of cash and non-cash transactions: | ||
Cash paid for interest | 5,249 | 10,316 |
Income taxes paid | ||
Investment options issued in conjunction with common stock issuance | 4,323,734 | |
Modification of warrants as part of share capital raise | 251,357 | |
Warrants issued in conjunction with common stock issuance | 3,595,420 | |
Issuance of embedded derivative | 402,000 | |
Preferred dividends attributable to redeemable non-controlling interest | 33,014 | |
Accretion of embedded derivative to redemption value | 295,976 | |
Issuance of Common Stock pursuant to MagicMed amalgamation | 39,042,282 | |
Deferred tax liability incurred due to MagicMed amalgamation | 9,061,927 | |
Conversion of preferred stock to common stock | 32,754 | |
Fair value of warrants issued | 9,981,000 | |
Right-of-use assets obtained in exchange for lease liabilities | $ 201,653 |
BUSINESS AND LIQUIDITY AND OTHE
BUSINESS AND LIQUIDITY AND OTHER UNCERTAINTIES | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
BUSINESS AND LIQUIDITY AND OTHER UNCERTAINTIES | NOTE 1. BUSINESS AND LIQUIDITY AND OTHER UNCERTAINTIES Nature of Operations Enveric Biosciences, Inc. (“Enveric Biosciences, Inc.” “Enveric” or the “Company”) is a pharmaceutical company developing innovative, evidence-based cannabinoid medicines. The head office of the Company is located in Naples, Florida. The Company has the following wholly owned subsidiaries: Jay Pharma Inc. (“Jay Pharma”), 1306432 B.C. Ltd. (“HoldCo”), MagicMed Industries, Inc. (“MagicMed”), and Enveric Canada. The Company has an Amalgamation Agreement (“Amalgamation Agreement”) and tender agreement (“Tender Agreement”) with Jay Pharma, which were entered into in prior years. On May 24, 2021, the Company entered into an Amalgamation Agreement (the “Amalgamation Agreement”) with 1306432 B.C. Ltd., a corporation existing under the laws of the Province of British Columbia and a wholly-owned subsidiary of the Company (“HoldCo”), 1306436 B.C. Ltd., a corporation existing under the laws of the Province of British Columbia and a wholly-owned subsidiary of HoldCo (“Purchaser”), and MagicMed Industries Inc., a corporation existing under the laws of the Province of British Columbia (“MagicMed”), pursuant to which, among other things, the Company, indirectly through Purchaser, acquired all of the outstanding securities of MagicMed in exchange for securities of the Company by way of an amalgamation under the British Columbia Business Corporations Act, upon the terms and conditions set forth in the Amalgamation Agreement, such that, upon completion of the Amalgamation (as defined herein), the amalgamated corporation (“Amalco”) will be an indirect wholly-owned subsidiary of the Company. The Amalgamation was completed on September 16, 2021. MagicMed Industries develops and commercializes psychedelic-derived pharmaceutical candidates. MagicMed’s psychedelic derivatives library, the Psybrary™, is an essential building block from which industry can develop new patented products. The initial focus of the Psybrary™ is on psilocybin and DMT derivatives, and it is then expected to be expanded to other psychedelics. Akos Spin-Off On May 11, 2022, the Company announced plans to transfer and spin-off its cannabinoid clinical development pipeline assets to Akos Biosciences, Inc. (formerly known as Acanna Therapeutics, Inc.), a majority owned subsidiary of the Company (hereafter referred to as “Akos”), which was incorporated on April 13, 2022, by way of dividend to Enveric shareholders (the “Spin-Off”). The Spin-Off will be subject to various conditions, including Akos meeting the qualifications for listing on the Nasdaq Stock Market, and if successful, would result in two standalone public companies. The new company as a result of the Spin-Off will be referred to as Akos. If the Spin-Off does not occur, the Company has guaranteed the redeemable non-controlling interest (“RNCI”). On May 5, 2022, the Company and Akos entered into a Securities Purchase Agreement (the “Akos Purchase Agreement”) with an accredited investor (the “Akos Investor”), pursuant to which Akos agreed to sell to the Akos Investor up to an aggregate of 5,000 0.01 1,000 0.01 5,000,000 1,000 1,000,000 Reverse Stock Split On July 14, 2022 the Company affected a 1-for-50 reverse stock split Going Concern, Liquidity and Other Uncertainties The Company has incurred a loss since inception resulting in an accumulated deficit of $ 79,207,786 17,146,723 27,415,106 ENVERIC BIOSCIENCES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS In assessing the Company’s ability to continue as a going concern, the Company monitors and analyzes its cash and its ability to generate sufficient cash flow in the future to support its operating and capital expenditure commitments. At December 31, 2022, the Company had cash of $ 17,723,884 14,435,964 As a result of these factors, management has concluded that there is substantial doubt about the Company’s ability to continue as a going concern for a period of one year after the date of the financial statements are issued. The Company’s consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. Inflation Risks The current inflationary trend existing in the North American economic environment is considered by the Company to be reasonably likely to have a material unfavorable impact on results of continuing operations. Higher rates of price inflation, as compared to recent prior levels of price inflation have caused a general increase the cost of labor and materials. In addition, there is an increased risk of the Company experiencing labor shortages as a result of a potential inability to attract and retain human resources due to increased labor costs resulting from the current inflationary environment. Recent Developments Nasdaq Notice On February 18, 2022, the Company received a letter from the Listing Qualifications Department of the Nasdaq Stock Market indicating that, based upon the closing bid price of the Company’s common stock for the 30 consecutive business day period between January 5, 2022, through February 17, 2022, the Company did not meet the minimum bid price of $ 1.00 On July 29, 2022, the Company received a letter from the Listing Qualifications Department of the Nasdaq Stock Market stating that for the last ten consecutive business days, from July 15 to July 28, 2022, the closing bid price of the Company’s common stock had been at $ 1.00 |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation and Principal of Consolidation The accompanying consolidated financial statements have been prepared in accordance and in conformity with GAAP and the applicable rules and regulations of the Securities and Exchange Commission (the “SEC”) regarding consolidated financial information. All intercompany transactions have been eliminated in consolidation. Reclassification Certain reclassifications have been made to the prior period financial statements to conform to the current period financial statement presentation. These reclassifications had no effect on net earnings or cash flows as previously reported. ENVERIC BIOSCIENCES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Use of Estimates The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities at the date of the financial statements and expenses during the periods reported. By their nature, these estimates are subject to measurement uncertainty and the effects on the financial statements of changes in such estimates in future periods could be significant. Significant areas requiring management’s estimates and assumptions include determining the fair value of transactions involving common stock and the valuation of stock-based compensation, accruals associated with third party providers supporting research and development efforts, estimated fair values of long lives assets used to record impairment charges related to intangible assets, acquired in-process research and development (“IPR&D”), and goodwill, and allocation of purchase price in business acquisitions. Actual results could differ from those estimates. Foreign Currency Translation From inception through December 31, 2022, the reporting currency of the Company was the United States dollar while the functional currency of certain of the Company’s subsidiaries was the Canadian dollar. For the reporting periods ended December 31, 2022 and December 31, 2021, the Company engaged in a number of transactions denominated in Canadian dollars. As a result, the Company is subject to exposure from changes in the exchange rates of the Canadian dollar and the U.S. dollar. The Company translates the assets and liabilities of its Canadian subsidiaries into the U.S. dollar at the exchange rate in effect on the balance sheet date. Revenues and expenses are translated at the average exchange rate in effect during each monthly period. Unrealized translation gains and losses are recorded as foreign currency translation gain (loss), which is included in the consolidated statements of shareholders’ equity as a component of accumulated other comprehensive income (loss). The Company has not entered into any financial derivative instruments that expose it to material market risk, including any instruments designed to hedge the impact of foreign currency exposures. The Company may, however, hedge such exposure to foreign currency exchange fluctuations in the future. Adjustments that arise from exchange rate changes on transactions denominated in a currency other than the local currency are included in other comprehensive income (loss) in the consolidated statements of operations and comprehensive income (loss) as incurred. Cash and Cash Equivalents The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2022 and 2021. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which at times, may exceed the federal depository insurance coverage of $ 250,000 100,000 250,000 100,000 Comprehensive Loss Comprehensive loss consists of two components, net loss and other comprehensive income (loss). Other comprehensive loss refers to revenue, expenses, gains, and losses that under GAAP are recorded as an element of shareholders’ equity but are excluded from net loss. Other comprehensive loss consists of foreign currency translation adjustments from those subsidiaries not using the U.S. dollar as their functional currency. ENVERIC BIOSCIENCES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Business Combinations The Company accounts for business combinations under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 805, “Business Combinations” (“ASC 805”) using the acquisition method of accounting, and accordingly, the assets and liabilities of the acquired business are recorded at their fair values at the date of acquisition. For transactions that are business combinations, the Company evaluates the existence of goodwill. Goodwill represents the excess purchase price over the fair value of the tangible net assets and intangible assets acquired in a business combination. ASC 805-10 also specifies criteria that intangible assets acquired in a business combination must meet to be recognized and reported apart from goodwill. All acquisition costs are expensed as incurred. Upon acquisition, the accounts and results of operations are consolidated as of and subsequent to the acquisition date. The estimated fair value of net assets acquired, including the allocation of the fair value to identifiable assets and liabilities, was determined using established valuation techniques. A fair value measurement is determined as the price the Company would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. In the context of purchase accounting, the determination of fair value often involves significant judgments and estimates by management, including the selection of valuation methodologies, estimates of future revenues, costs and cash flows, discount rates, and selection of comparable companies. The estimated fair values reflected in the purchase accounting are subject to management’s judgment. Intangible Assets Intangible assets consist of the Psybrary™ and Patent Applications, In Process Research and Development (“IPR&D”) and license agreements. Psybrary™ and Patent Applications intangible assets are valued using the relief from royalty method. The cost of license agreements is amortized over the economic life of the license. The Company assesses the carrying value of its intangible assets for impairment each year. IPR&D intangible assets are acquired in conjunction with the acquisition of a business and are assigned a fair value, using the multi-period excess earnings method, related to incomplete research projects which, at the time of acquisition, have not reached technological feasibility. The amounts are capitalized and are accounted for as indefinite-lived intangible assets, subject to impairment testing until completion or abandonment of the projects. Upon successful completion of each project, the Company will make a determination as to the then-useful life of the intangible asset, generally determined by the period in which the substantial majority of the cash flows are expected to be generated, and begin amortization. The Company tests its intangible assets for impairment at least annually and whenever events or circumstances change that indicate impairment may have occurred. A significant amount of judgment is involved in determining if an indicator of impairment has occurred. Such indicators may include, among others and without limitation: a significant decline in the Company’s expected future cash flows; a sustained, significant decline in the Company’s stock price and market capitalization; a significant adverse change in legal factors or in the business climate of the Company’s segments; unanticipated competition; and slower growth rates. If the fair value determined is less than the carrying amount, an impairment loss is recognized in operating results. Goodwill The Company tests goodwill for potential impairment at least annually, or more frequently if an event or other circumstance indicates that the Company may not be able to recover the carrying amount of the net assets of the reporting unit. The Company has determined that the reporting unit is the entire company, due to the integration of all of the Company’s activities. In evaluating goodwill for impairment, the Company may assess qualitative factors to determine whether it is more likely than not (that is, a likelihood of more than 50%) that the fair value of a reporting unit is less than its carrying amount. If the Company bypasses the qualitative assessment, or if the Company concludes that it is more likely than not that the fair value of a reporting unit is less than its carrying value, then the Company performs a quantitative impairment test by comparing the fair value of a reporting unit with its carrying amount. ENVERIC BIOSCIENCES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Property & Equipment Property and equipment are recorded at cost. Major property additions, replacements, and betterments are capitalized, while maintenance and repairs that do not extend the useful lives of an asset or add new functionality are expensed as incurred. Depreciation and amortization are recorded using the straight-line method over the respective estimated useful lives of the Company’s long-lived assets. The estimated useful lives are typically 3 5 Warrant Liability and Investment Options The Company evaluates all of its financial instruments, including issued stock purchase warrants and investment options, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC 815. The Company accounts for warrants and investment options for shares of the Company’s common stock that are not indexed to its own stock as derivative liabilities at fair value on the consolidated balance sheets. The Company accounts for common stock warrants and investment options with put options as liabilities under ASC 480. Such warrants and investment options are subject to remeasurement at each consolidated balance sheet date and any change in fair value is recognized as a component of other expense on the consolidated statements of operations. The Company will continue to adjust the liability for changes in fair value until the earlier of the exercise or expiration of such common stock warrants and investment options. At that time, the portion of the warrant liability and investment options related to such common stock warrants will be reclassified to additional paid-in capital. Modification of Warrants A change in any of the terms or conditions of warrants is accounted for as a modification. For a warrant modification accounted for under ASC 815, the effect of a modification shall be measured as the difference between the fair value of the modified warrant over the fair value of the original warrant immediately before its terms are modified, measured based on the fair value of the shares and other pertinent factors at the modification date. The accounting for incremental fair value of warrants is based on the specific facts and circumstances related to the modification. When a modification is directly attributable to equity offerings, the incremental change in fair value of the warrants are accounted for as equity issuance costs. Derivative Liability The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC 815. For derivative financial instruments that are accounted for as assets or liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the consolidated statements of operations and comprehensive loss. The classification of derivative instruments, including whether such instruments should be recorded as assets or liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the consolidated balance sheets as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. Offering Costs The Company allocates offering costs to the different components of the capital raise on a pro rata basis. Any offering costs allocated to common stock are charged directly to additional paid-in capital. Any offering costs allocated to warrant liabilities are charged to general and administrative expenses on the Company’s consolidated statement of operations and comprehensive loss. Income Taxes The Company utilizes an asset and liability approach for financial accounting and reporting for income taxes. The provision for income taxes is based upon income or loss after adjustment for those permanent items that are not considered in the determination of taxable income. Deferred income taxes represent the tax effects of differences between the financial reporting and tax basis of the Company’s assets and liabilities at the enacted tax rates in effect for the years in which the differences are expected to reverse. ENVERIC BIOSCIENCES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The Company evaluates the recoverability of deferred tax assets and establishes a valuation allowance when it is more likely than not that some portion or all the deferred tax assets will not be realized. Management makes judgments as to the interpretation of the tax laws that might be challenged upon an audit and cause changes to previous estimates of tax liabilities. In management’s opinion, adequate provisions for income taxes have been made. If actual taxable income by tax jurisdiction varies from estimates, additional allowances or reversals of reserves may be necessary. Tax benefits are recognized only for tax positions that are more likely than not to be sustained upon examination by tax authorities. The amount recognized is measured as the largest amount of benefit that is greater than 50 percent likely to be realized upon settlement. A liability for “unrecognized tax benefits” is recorded for any tax benefits claimed in the Company’s tax returns that do not meet these recognition and measurement standards. As of December 31, 2022 and 2021, no liability for unrecognized tax benefits was required to be recorded. The Company’s policy for recording interest and penalties associated with tax audits is to record such items as a component of operating expenses. There were no amounts accrued for penalties and interest for the years ended December 31, 2022 and 2021. The Company does not expect its uncertain tax positions to change during the next twelve months. Management is currently unaware of any issues under review that could result in significant payments, accruals or material deviations from its position. The Company has identified its United States and Canadian federal tax return, its state and provincial tax returns in Florida and Ontario, CA as its “major” tax jurisdictions. The Company is in the process of filing its corporate tax returns for the years ended December 31, 2022 and 2021. Net operating losses for these periods will not be available to reduce future taxable income until the returns are filed. Stock-Based Compensation The Company follows ASC 718, Compensation - Stock Compensation, which addresses the accounting for stock-based payment transactions, requiring such transactions to be accounted for using the fair value method. Awards of shares for property or services are recorded at the more readily measurable of the estimated fair value of the stock award and the estimated fair value of the service. The Company uses the Black-Scholes option-pricing model to determine the grant date fair value of certain stock-based awards under ASC 718. The assumptions used in calculating the fair value of stock-based awards represent management’s reasonable estimates and involve inherent uncertainties and the application of management’s judgment. Fair value of restricted stock units or restricted stock awards is determined by the closing price per share of the Company’s common stock on the date of award grant. The estimated fair value is amortized as a charge to earnings on a straight-line basis, for awards or portions of awards that do not require specified milestones or performance criteria as a vesting condition and also depending on the terms and conditions of the award, and the nature of the relationship of the recipient of the award to the Company. The Company records the grant date fair value in line with the period over which it was earned. For employees and consultants, this is typically considered to be the vesting period of the award. The Company accounts for forfeitures as they occur. The estimated fair value of awards that require specified milestones or recipient performance are charged to expense when such milestones or performance criteria are probable to be met. Restricted stock units, restricted stock awards, and stock options are granted at the discretion of the Compensation Committee of the Company’s board of directors (the “Board of Directors”). These awards are restricted as to the transfer of ownership and generally vest over the requisite service periods, typically over a 12 to 48-month period. A significant portion of these awards may include vesting terms that include, without limitation, defined volume weighted average price levels being achieved by the Company’s Common Stock, specific performance milestones, employment, or engagement by the Company, with no assurances of achievement of any such vesting conditions, if applicable. The value of RSU’s is equal to the product of the number of units awarded, multiplied by the closing price per share of the Company’s Common Stock on the date of the award. The terms and conditions of each RSU is defined in the RSU agreement and includes vesting terms that consist of any or all of the following: immediate vesting, vesting over a defined period of time, vesting based on achievement of a defined volume weighted average price levels at specified times, vesting based on achievement of specific performance milestones within a specific time frame, change of control, termination of the employee without cause by the Company, resignation of the employee with good cause. The value assigned to each RSU is charged to expense based on the vesting terms, as follows: value of RSU’s that vest immediately are charged to expense on the date awarded, value of RSU’s that vest based upon time, or achievement of stock price levels over a period of time are charged to expense on a straight line basis over the time frame specified in the RSU and the value of RSU’s that vest based upon achievement of specific performance milestones are charged to expense during the period that such milestone is achieved. Vested RSU’s may be converted to shares of Common Stock of an equivalent number upon either the termination of the recipient’s employment with the Company, or in the event of a change in control. If the recipient is not an employee, such person’s engagement with the Company must either be terminated prior to such conversion of RSU’s to shares of Common Stock, or in the event of a change in control. Furthermore, as required by Section 409A of the Internal Revenue Code, if the recipient is a “specified employee” (generally, certain officers and highly compensated employees of publicly traded companies), such recipient may only convert vested RSU’s into shares of Common Stock no earlier than the first day of the seventh month following such recipients termination of employment with the Company, or the event of change in control. ENVERIC BIOSCIENCES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The value of RSA’s is equal to the product of the number of restricted shares awarded, multiplied by the closing price per share of the Company’s Common Stock on the date of the award. The terms and conditions of each RSA is defined in the RSA agreement and includes vesting terms that consist of any or all of the following: immediate vesting, vesting over a defined period of time, or vesting based on achievement of a defined volume weighted average price levels at specified times. Upon vesting, the recipient may receive restricted stock which includes a legend prohibiting sale of the shares during a restriction period that is defined in the RSA agreement. Termination of employment by or engagement with the Company is not required for the recipient to receive restricted shares of Common Stock. The value assigned to each RSA is charged to expense based on the vesting terms, as follows: value of RSA’s that vest immediately are charged to expense on the date awarded, value of RSA’s that vest based upon time, or achievement of stock price levels over a period of time are charged to expense on a straight-line basis over the time frame specified in the RSU. Net Loss per Share Basic net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. Diluted earnings per share is computed using the weighted average number of common shares and, if dilutive, potential common shares outstanding during the period. Potential common shares consist of the incremental common shares issuable upon the exercise of stock options and warrants (using the treasury stock method). The computation of basic net loss per share for the years ended December 31, 2022 and 2021 excludes potentially dilutive securities. The computations of net loss per share for each period presented is the same for both basic and fully diluted. In accordance with ASC 260-10-45-13, penny warrants were included in the calculation of weighted average shares outstanding for purposes of calculating basic and diluted earnings per share. During the year ended December 31, 2022 the Company issued 767,500 0.0001 Potentially dilutive securities outlined in the table below have been excluded from the computation of diluted net loss per share the years ended December 31, 2022 and 2021 because the effect of their inclusion would have been anti-dilutive. SCHEDULE OF POTENTIALLY DILUTIVE SECURITIES 2022 2021 For the years ended December 31, 2022 2021 Warrants to purchase shares of common stock 655,463 195,463 Restricted stock units - vested and unissued 62,492 55,717 Restricted stock units - unvested 64,053 62,013 Restricted stock awards - vested and unissued 708 642 Restricted stock awards - unvested — 1,031 Investment options to purchase shares of common stock 1,070,000 — Options to purchase shares of common stock 48,329 23,829 Total potentially dilutive securities 1,901,045 338,695 Fair Value Measurements Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. To increase the comparability of fair value measures, the following hierarchy prioritizes the inputs to valuation methodologies used to measure fair value: Level 1 - Valuations based on quoted prices for identical assets and liabilities in active markets. ENVERIC BIOSCIENCES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Level 2 - Valuations based on observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data. Level 3 - Valuations based on unobservable inputs reflecting our own assumptions, consistent with reasonably available assumptions made by other market participants. These valuations require significant judgment. For certain financial instruments, including cash and accounts payable, the carrying amounts approximate their fair values as of December 31, 2022 and 2021 because of their short-term nature. The following table provides the financial liabilities measured on a recurring basis and reported at fair value on the balance sheets as of December 31, 2022 and 2021 and indicates the fair value of the valuation inputs the Company utilized to determine such fair value of warrant liabilities, derivative liability, and investment options: SCHEDULE OF FAIR VALUE HIERARCHY OF VALUATION INPUTS ON RECURRING BASIS Level December 31, 2022 December 31, 2021 Level December 31, 2022 December 31, 2021 Warrant liabilities - January 2021 Warrants 3 $ 81 $ 333,471 Warrant liabilities - February 2021 Warrants 3 79 320,203 Warrant liabilities - February 2022 Warrants 3 185,055 — Fair value of warrant liability as of December 31, 2022 $ 185,215 $ 653,674 Warrant liability - fair value $ 185,215 $ 653,674 Level December 31, 2022 December 31, 2021 Level December 31, 2022 December 31, 2021 Derivative liability - May 2022 3 $ 727,000 $ — Fair value of derivative liability as of December 31, 2022 $ 727,000 $ — Derivative liability - fair value $ 727,000 $ — Level December 31, 2022 December 31, 2021 Wainwright investment options 3 $ 44,904 $ — RD investment options 3 302,289 — PIPE investment options 3 503,815 — Fair value of investment option liability as of December 31, 2022 $ 851,008 $ — The warrant liabilities, derivative liability, and investment options are all classified as Level 3, for which there is no current market for these securities such as the determination of fair value requires significant judgment or estimation. Changes in fair value measurement categorized within Level 3 of the fair value hierarchy are analyzed each period based on changes in estimates or assumptions and recorded as appropriate. ENVERIC BIOSCIENCES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Initial measurement The Company established the initial fair value of its warrant liabilities at the respective dates of issuance. The Company used a Black Scholes valuation model in order to determine their value. The key inputs into the Black Scholes valuation model for the initial valuations of the warrant liabilities are below: SCHEDULE OF BLACK SCHOLES VALUATION MODELS OF WARRANT LIABILITIES AND INVESTMENT OPTIONS February 2022 Warrants February 2022 Post-Modification Warrants (See Note 7) February 15, 2022 July 26, 2022 Term (years) 5.0 5.5 Stock price $ 15.75 $ 6.33 Exercise price $ 27.50 $ 7.78 Dividend yield — % — % Expected volatility 74.1 % 80.0 % Risk free interest rate 1.9 % 2.9 % Number of warrants 460,000 122,000 Value (per share) $ 8.00 $ 4.07 The Company established the initial fair value of its derivative liability at the respective date of issuance. The Company used a Weighted Expected Return valuation model in order to determine their value. The key inputs into the Weighted Expected Return valuation model for the initial valuations of the warrant liabilities are below: May 2022 Derivative Liability May 5, 2022 Principal $ 1,000,000 Dividend rate 5.0 % Market rate 4.4 % ENVERIC BIOSCIENCES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The Company established the initial fair value of its investment options at the respective dates of issuance. The Company used a Black Scholes valuation model in order to determine their value. The key inputs into the Black Scholes valuation model for the initial valuations of the investment options are below: Wainwright Options RD Options PIPE Options July 26, 2022 July 26, 2022 July 26, 2022 Term (years) 5.0 5.5 5.5 Stock price $ 6.33 $ 6.33 $ 6.33 Exercise price $ 10.00 $ 7.78 $ 7.78 Dividend yield — % — % — % Expected volatility 80.0 % 80.0 % 80.0 % Risk free interest rate 2.9 % 2.9 % 2.9 % Number of investment options 70,000 375,000 625,000 Value (per share) $ 3.60 $ 4.07 $ 4.07 Subsequent measurement The following table presents the changes in fair value of the warrant liabilities, derivative liability, and investment options that are classified as Level 3: SCHEDULE OF FAIR VALUE OF WARRANT LIABILITIES AND DERIVATIVE LIABILITY AND INVESTMENT OPTIONS Total Warrant Liabilities Fair value as of December 31, 2020 $ — Initial value of warrant liability 9,981,000 Change in fair value (9,327,326 ) Fair value as of December 31, 2021 $ 653,674 Issuance of February 2022 warrants 3,595,420 Change in fair value due to modification of February 2022 warrants as part of July 2022 raise 251,357 Change in fair value (4,315,236 ) Fair value of warrant liability as of December 31, 2022 $ 185,215 Total Derivative Liability Fair value as of December 31, 2021 $ — Issuance of May 2022 convertible preferred stock 402,000 Change in fair value 325,000 Fair value of derivative liability as of December 31, 2022 $ 727,000 Total Investment Options Fair value as of December 31, 2021 $ — Issuance of July 2022 investment options 4,323,734 Change in fair value (3,472,726 ) Fair value of investment option liability as of December 31, 2022 $ 851,008 ENVERIC BIOSCIENCES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The key inputs into the Black Scholes valuation model for the Level 3 valuations of the warrant liabilities as of December 31, 2022 are below: SCHEDULE OF BLACK SCHOLES VALUATION MODELS OF WARRANT LIABILITIES AND INVESTMENT OPTIONS January 2021 Warrants February 2021 Warrants February 2022 Warrants February 2022 Term (years) 3.0 3.1 4.1 5.1 Stock price $ 2.08 $ 2.08 $ 2.08 $ 2.08 Exercise price $ 247.50 $ 245.00 $ 27.50 $ 7.78 Dividend yield — % — % — % — % Expected volatility 79.0 % 78.0 % 79.0 % 77.0 % Risk free interest rate 4.20 % 4.20 % 4.10 % 4.00 % Number of warrants 36,429 34,281 338,000 122,000 Value (per share) $ — $ — $ 0.26 $ 0.81 The key inputs into the Weighted Expected Return valuation model for the Level 3 valuations of the derivative liability as of December 31, 2022 are below: May 2022 Derivative Liability Principal $ 1,000,000 Dividend rate 5.0 % Market rate 6.1 % The key inputs into the Black Scholes valuation model for the Level 3 valuations of the investment options as of December 31, 2022 are below: Wainwright Options RD Options PIPE Options Term (years) 4.6 5.1 5.1 Stock price $ 2.08 $ 2.08 $ 2.08 Exercise price $ 10.00 $ 7.78 $ 7.78 Dividend yield — % — % — % Expected volatility 78.0 % 77.0 % 77.0 % Risk free interest rate 4.00 % 4.00 % 4.00 % Number of investment options 70,000 375,000 625,000 Value (per share) $ 0.64 $ 0.81 $ 0.81 Research and Development Research and development expenses are charged to operations as incurred. Research and development expenses include, among other things, internal and external costs associated with preclinical development, pre-commercialization manufacturing expenses, and clinical trials. The Company accrues for costs incurred as the services are being provided by monitoring the status of the trial or services provided and the invoices received from its external service providers. In the case of clinical trials, a portion of the estimated cost normally relates to the projected cost to treat a patient in the trials, and this cost is recognized based on the number of patients enrolled in the trial. As actual costs become known, the Company adjusts its accruals accordingly. ENVERIC BIOSCIENCES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Leases Operating lease assets are included within right-of-use operating lease asset and operating lease liabilities are included in current portion of right-of-use operating lease obligation and non-current portion of right-of-use operating lease obligation on the consolidated balance sheets as of December 31, 2022 and 2021. The Company has elected not to present short-term leases as these leases have a lease term of 12 months or less at lease inception and do not contain purchase options or renewal terms that the Company is reasonably certain to exercise. All other lease assets and lease liabilities are recognized based on the present value of lease payments over the lease term at commencement date. Because most of the Company’s leases do not provide an implicit rate of return, the Company used an incremental borrowing rate based on the information available at adoption date in determining the present value of lease payments. A lease qualifies as a finance lease if any of the following criteria are met at the inception of the lease: (i) there is a transfer of ownership of |
AMALGAMATION WITH MAGICMED INDU
AMALGAMATION WITH MAGICMED INDUSTRIES INC | 12 Months Ended |
Dec. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
AMALGAMATION WITH MAGICMED INDUSTRIES INC | NOTE 3. AMALGAMATION WITH MAGICMED INDUSTRIES INC On May 24, 2021, the Company entered into an Amalgamation Agreement (the “Amalgamation Agreement”) with 1306432 B.C. Ltd., a corporation existing under the laws of the Province of British Columbia and a wholly-owned subsidiary of the Company (“HoldCo”), 1306436 B.C. Ltd., a corporation existing under the laws of the Province of British Columbia and a wholly-owned subsidiary of HoldCo (“Purchaser”), and MagicMed Industries Inc., a corporation existing under the laws of the Province of British Columbia (“MagicMed”), pursuant to which, among other things, the Company, indirectly through Purchaser, acquired all of the outstanding securities of MagicMed in exchange for securities of the Company by way of an amalgamation under the British Columbia Business Corporations Act, upon the terms and conditions set forth in the Amalgamation Agreement, such that, upon completion of the Amalgamation (as defined herein), the amalgamated corporation (“Amalco”) will be an indirect wholly-owned subsidiary of the Company. The Amalgamation was completed on September 16, 2021. At the effective time of the Amalgamation (the “Effective Time”), holders of outstanding common shares of MagicMed (the “MagicMed Shares”) received such number of shares of common stock of the Company (“Company Shares”) representing, together with the Company Shares issuable upon exercise of the Warrants and the Converted Options (each as defined herein), approximately 36.6 0.000001 199,025 31.7 148,083 The aggregate number of Company Shares that the Company issued in connection with the Amalgamation (collectively, the “Share Consideration”) was in excess of 20 Pursuant to the terms of the Amalgamation Agreement, the Company appointed, effective as of the Effective Time two individuals selected by MagicMed to the Company Board of Directors, Dr. Joseph Tucker and Dr. Brad Thompson. The Amalgamation Agreement contained representations and warranties, closing deliveries and indemnification provisions customary for a transaction of this nature. The closing of the Amalgamation was conditioned upon, among other things, (i) the Share Consideration being approved for listing on Nasdaq, (ii) the effectiveness of a Registration Statement on Form S-4 registering the Share Consideration (the “S-4 Registration Statement”) and (iii) the approval (a) of the MagicMed stockholders of the Amalgamation and (b) of the Company’s stockholders of each of the Amalgamation and the issuance of the Share Consideration in the Amalgamation. The closing of the Amalgamation occurred on September 16, 2021. MagicMed Industries develops and commercializes psychedelic-derived pharmaceutical candidates. MagicMed’s psychedelic derivatives library, the Psybrary™, is an essential building block from which industry can develop new patented products. The initial focus of the Psybrary™ is on psilocybin and DMT derivatives, and it is then expected to be expanded to other psychedelics. On September 16, 2021, the Company completed the Acquisition. In exchange for a total purchase price valued at $ 39,042,282 37,463,673 100 27,067,310 118,274 10,724,578 19,477 1,535,790 1,250,394 285,396 ENVERIC BIOSCIENCES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Aggregate goodwill of $ 9,834,855 9,061,927 772,928 The following table represents the purchase price: SCHEDULE OF BUSINESS ACQUISITIONS Stock ( 199,025 $ 27,067,310 Fair value of warrants 10,724,578 Fair value of options 1,250,394 Total Purchase Price $ 39,042,282 The Acquisition is being accounted for as a business combination in accordance with ASC 805. The following table summarizes the purchase price allocations relating to the Acquisition: SCHEDULE OF RECOGNIZED IDENTIFIED ASSETS ACQUIRED AND LIABILITIES ASSUMED Description Fair Value Assets acquired: Cash $ 3,055,328 Prepaid expenses and other current assets 471,202 Government remittances recoverable 25,606 Property and equipment 118,935 Right-of-use lease assets 201,653 Other assets 10,155 In process research and development 18,900,000 Psybrary and patent applications 16,600,000 Goodwill 9,834,855 Total assets acquired $ 49,217,734 Liabilities assumed: Accounts payable $ 828,865 Accrued expenses and other liabilities 83,007 Right-of-use lease liabilities 201,653 Deferred tax liabilities 9,061,927 Total liabilities assumed 10,175,452 Estimated fair value of net assets acquired attributable to the Company $ 39,042,282 The goodwill represents the excess fair value after the allocation to the identifiable net assets, with $ 9,061,927 777,928 ENVERIC BIOSCIENCES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Certain adjustments to the assessed fair values of the assets and liabilities made subsequent to the acquisition date, but within the measurement period, which is up to one year, are recorded as adjustments to goodwill. Any adjustments subsequent to the measurement period are recorded in income. During the fourth quarter of 2021, the Company finalized the opening balance sheet and valuations for the assets acquired and liabilities assumed related to the acquisition of MagicMed and adjusted provisional amounts as follows: ● The Company recorded a $ 16.6 ● The Company further decreased the IPR&D asset by $ 0.7 ● The Company recorded a $ 0.2 Total acquisition-related costs for the Acquisition incurred by the Company during the year ended December 31, 2021 was approximately $ 650,000 Historical and Proforma Financial Information The amounts of MagicMed’s revenues and net loss included in the Company’s consolidated statements of operations and comprehensive loss for the period from the acquisition date to December 31, 2021 were $ — 33,556,532 SCHEDULE OF PROFORMA INFORMATION For the year ended December 31, 2021 Revenues $ — Net loss $ (54,127,203 ) |
INTANGIBLE ASSETS AND GOODWILL
INTANGIBLE ASSETS AND GOODWILL | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS AND GOODWILL | NOTE 4. INTANGIBLE ASSETS AND GOODWILL The Company performs an annual impairment test at the reporting unit level as of December 31 of each fiscal year. As of December 31, 2022, the Company qualitatively assessed whether it is more likely than not that the respective fair value of the Company’s reporting unit is less than its carrying amount, including goodwill. Beginning with the fourth quarter of 2021 and throughout 2022, the Company experienced a sustained decline in the quoted market price of the Company’s common stock and as a result the Company determined that as of December 31, 2022 it was more likely than not that the carrying value of these acquired intangibles exceeded their estimated fair value. Accordingly, the Company performed an impairment analysis as of December 31, 2022 using the income approach. This analysis required significant judgments, including primarily the estimation of future development costs, the probability of success in various phases of its development programs, potential post launch cash flows and a risk-adjusted weighted average cost of capital. Pursuant to ASU 2017-04, the Company recorded a goodwill and intangible asset impairment charge as of December 31, 2022 and a goodwill and intangible asset impairment charge as of December 31, 2021 for the excess of the reporting unit’s carrying value over its fair value. The following table provides the Company’s goodwill, indefinite and definite lives intangible assets as of December 31, 2022 and 2021. ENVERIC BIOSCIENCES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS As of December 31, 2022 and 2021, the Company’s intangible assets consisted of: SCHEDULE OF GOODWILL INDEFINITE AND FINITE LIVED INTANGIBLE ASSETS Goodwill Balance at December 31, 2020 $ — Acquired during the year 9,834,855 Impairment losses (8,225,862 ) Loss on currency translation (21,359 ) Balance at December 31, 2021 $ 1,587,634 Impairment losses (1,486,060 ) Loss on currency translation (101,574 ) Balance at December 31, 2022 $ — Indefinite lived intangible assets Balance at December 31, 2020 $ — Acquired during the year 35,500,000 Impairment losses (29,048,164 ) Loss on currency translation (76,344 ) Balance at December 31, 2021 $ 6,375,492 Impairment losses (5,967,602 ) Loss on currency translation (407,890 ) Balance at December 31, 2022 $ — Definite lived intangible assets Balance at December 31, 2020 $ 1,817,721 Acquired during the year 675,000 Amortization (643,333 ) Impairment loss (1,404,892 ) Gain on currency translation 103,940 Balance at December 31, 2021 $ 548,436 Amortization (168,750 ) Balance at December 31, 2022 $ 379,686 For goodwill, impairment losses amounted to $ 1,486,060 8,225,862 5,967,602 29,048,164 — 1,404,892 168,750 643,333 295,314 126,564 For goodwill, aggregate impairment amounted to $ 9,711,922 8,225,862 35,015,766 29,048,164 1,404,892 ENVERIC BIOSCIENCES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The Company amortizes definite lived intangible assets on a straight-line basis over their estimated useful lives. Amortization expense of identified intangible assets based on the carrying amount as of December 31, 2022 is as follows: SCHEDULE OF FINITE LIVED INTANGIBLE ASSETS AMORTIZATION EXPENSE Year ending December 31, 2023 $ 168,750 2024 168,750 2025 42,186 Finite lived Assets Amortization Expense $ 379,686 Acquisition of Diverse Bio License Agreement On March 5, 2021, the Company entered into an Exclusive License Agreement (the “DB Agreement”) with Diverse Biotech, Inc. (“Diverse”), pursuant to which the Company acquired an exclusive, perpetual license to develop five therapeutic candidates (collectively, the “Agents”) with the goal of alleviating the side effects that cancer patients experience. Under the terms of the DB Agreement, Diverse has granted the Company an exclusive license to its intellectual property rights covering the Agents and its products. In exchange, the Company has granted Diverse the right to information relating to the Agents developed for the express purpose of using such information to obtain patent rights, which right terminates upon the issuance or denial of the patent rights. Under the DB Agreement, the Company will maintain sole responsibility and ownership of the development and commercialization of the Agents and its products. Diverse has agreed not to develop or commercialize any agent or product that would compete with the Agents, or its products containing the Agents, at any time during or after the term of the DB Agreement. If Diverse intends to license, sell, or transfer any other molecules linked with cannabinoids not granted to the Company under the terms of the DB Agreement, the Company will have the first right, but not the obligation, to negotiate an agreement with Diverse for such cannabinoids. The Company agreed to pay Diverse an up-front investment payment in the amount of $ 675,000 The term of the DB Agreement shall continue for as long as the Company intends to develop or commercialize the new drugs, unless earlier terminated by either Party. The Agreement may be terminated by either party upon ninety (90) days written notice of an uncured material breach or in the event of bankruptcy or insolvency. In addition, the Company has the right to terminate the DB Agreement at any time upon sixty (60) days’ prior written notice to Diverse. |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | NOTE 5. PROPERTY AND EQUIPMENT Property and equipment consists of the following assets which are located in Calgary, Canada and placed in service by Enveric Biosciences Canada, Inc (“EBCI”), with all amounts translated into U.S. dollars: SCHEDULE OF PROPERTY PLANT AND EQUIPMENT NET OF ACCUMULATED DEPRECIATION December 31, 2022 December 31, 2021 Lab equipment $ 831,123 $ 310,957 Computer equipment and leasehold improvements 25,137 10,818 Property and Equipment, gross Less: Accumulated depreciation (178,775 ) (27,345 ) Property and equipment, net of accumulated depreciation $ 677,485 $ 294,430 Depreciation expense was $ 159,160 13,310 ENVERIC BIOSCIENCES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS |
ACCRUED LIABILITIES
ACCRUED LIABILITIES | 12 Months Ended |
Dec. 31, 2022 | |
Payables and Accruals [Abstract] | |
ACCRUED LIABILITIES | NOTE 6. ACCRUED LIABILITIES As of December 31, 2022 and December 31, 2021, the accrued liabilities of the Company consisted of the following: SCHEDULE OF ACCRUED LIABILITIES December 31, 2022 December 31, 2021 Product development $ 195,104 $ 224,536 Accrued salaries and wages 1,175,963 594,784 Professional fees 83,255 335,401 Patent costs 251,333 138,000 Total accrued expenses $ 1,705,655 $ 1,292,721 |
SHARE CAPITAL AND OTHER EQUITY
SHARE CAPITAL AND OTHER EQUITY INSTRUMENTS | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
SHARE CAPITAL AND OTHER EQUITY INSTRUMENTS | NOTE 7. SHARE CAPITAL AND OTHER EQUITY INSTRUMENTS Authorized Capital The holders of the Company’s common stock are entitled to one vote per share. 100,000,000 On December 30, 2020, the Company amended its articles of incorporation to designate and authorize 20,000,000 3,600,000 3,275,407 65,509 no Series C Preferred Shares On May 3, 2022, the Board of Directors (the “Board”) declared a dividend of one one-thousandth of a share of the Company’s Series C Preferred Stock (“Series C Preferred Stock”) for each outstanding share of the Company’s Common Stock (the “Common Stock”) held of record as of 5:00 p.m. Eastern Time on May 13, 2022 (the “Record Date”). This dividend was based on the number of outstanding shares of Common Stock prior to the Reverse Stock Split. The outstanding shares of Series C Preferred Stock were entitled to vote together with the outstanding shares of the Company’s Common Stock, as a single class, exclusively with respect to a proposal giving the Board the authority, as it determines appropriate, to implement a reverse stock split within twelve months following the approval of such proposal by the Company’s stockholders (the “Reverse Stock Split Proposal”), as well as any proposal to adjourn any meeting of stockholders called for the purpose of voting on the Reverse Stock Split Proposal (the “Adjournment Proposal”). The Company held a special meeting of stockholders on July 14, 2022 (the “Special Meeting”) for the purpose of voting on, among other proposals, a Reverse Stock Split Proposal and an Adjournment Proposal. All shares of Series C Preferred Stock that were not present in person or by proxy at the Special Meeting were automatically redeemed by the Company immediately prior to the opening of the polls at Special Meeting (the “Initial Redemption”). All shares that were not redeemed pursuant to the Initial Redemption were redeemed automatically upon the approval by the Company’s stockholders of the Reverse Stock Split Proposal at the Special Meeting (the “Subsequent Redemption” and, together with the Initial Redemption, the “Redemption”). Each share of Series C Preferred Stock was entitled to receive $0.10 in cash for each 10 whole shares of Series C Preferred Stock immediately prior to the Redemption. As of June 30, 2022, there were 52,684.548 100,000 Common Stock Activity On February 15, 2022, the Company completed a public offering of 400,000 400,000 10 60,000 60,000 60,000 9.1 5.8 3.6 0.3 ENVERIC BIOSCIENCES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS On July 22, 2022, the Company entered into a securities purchase agreement (the “Registered Direct Securities Purchase Agreement”) with an institutional investor for the purchase and sale of 116,500 258,500 375,000 3,000,000 Subject to certain ownership limitations, the RD Pre-Funded Warrants became immediately exercisable at an exercise price equal to $ 0.0001 Concurrently with the RD Offering, the Company entered into a securities purchase agreement (the “PIPE Securities Purchase Agreement”) with institutional investors for the purchase and sale of 116,000 509,000 625,000 5,000,000 Subject to certain ownership limitations, the PIPE Pre-Funded Warrants became immediately exercisable at an exercise price equal to $ 0.0001 The RD offering and PIPE Offering closed on July 26, 2022, with aggregate gross proceeds of approximately $ 8 7.1 3.2 4.3 0.4 During the year ended December 31, 2022, a total of 1,223 899 On January 14, 2021, the Company completed an offering of 44,427 225.00 33,321 247.50 10,000,000 8,800,087 4,617,087 4,846,000 663,000 On February 11, 2021, the Company completed an offering of 60,141 1,503,513 245.00 12,800,000 11,624,401 7,016,401 5,135,000 527,000 On September 16, 2021, the Company, in connection with the Amalgamation Agreement entered into on May 24, 2021, acquired MagicMed Industries Inc., and its wholly owned subsidiary MagicMed USA, Inc. The Company issued a total of 199,025 39,042,282 During the year ended December 31, 2021, a total of 55,861 3,285,171 During the year ended December 31, 2021, a total of 2,685 During the year ended December 31, 2021, a total of 20,307 1,125,291 During the year ended December 31, 2021, the Company issued 283 33,467 During the year ended December 31, 2021, the Company issued a total of 4,434 Issuance and Conversion of Series B Preferred Shares During the year ended December 31, 2021, the Company issued a total of 65,509 3,275,407 ENVERIC BIOSCIENCES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Stock Options Amendment to 2020 Long-Term Incentive Plan On May 3, 2022, our Board adopted the First Amendment (the “Plan Amendment”) to the Enveric Biosciences, Inc. 2020 Long-Term Incentive Plan (the “Incentive Plan”) to (i) increase the aggregate number of shares available for the grant of awards by 146,083 shares to a total of 200,000 shares, and (ii) add an “evergreen” provision whereby the number of shares authorized for issuance pursuant to awards under the Incentive Plan will be automatically increased on the first trading date immediately following the date the Company issues any share of Common Stock (defined below) to any person or entity, to the extent necessary so that the number of shares of the Company’s Common Stock authorized for issuance under the Incentive Plan will equal the greater of (x) 200,000 shares, and (y) 15% of the total number of shares of the Company’s Common Stock outstanding as of such issuance date. The Plan Amendment was approved by the Company’s stockholders at a special meeting of the Company’s stockholders held on July 14, 2022. A summary of activity under the Company’s incentive plan for the years ended December 31, 2022 and 2021 is presented below: SCHEDULE OF STOCK OPTION Number of Shares Weighted Average Exercise Price Weighted Average Grant Date Fair Value Weighted Average Remaining Contractual Term (years) Aggregate Intrinsic Value Outstanding at December 31, 2020 18,596 $ 76.50 $ 125.00 6.1 $ 2,537,245 Granted 2,482 $ 149.00 $ 116.00 — $ — Options assumed pursuant to acquisition of MagicMed 19,477 $ 67.00 $ 92.00 — $ — Exercised (2,876 ) $ 11.50 $ 284.50 — $ — Expired, forfeited, or cancelled (13,850 ) $ 84.50 $ 81.00 — $ — Outstanding at December 31, 2021 23,829 $ 79.00 $ 103.50 5.3 $ 34,333 Granted 25,500 $ 3.07 $ 2.58 — — Forfeited (1,000 ) $ 175.00 $ 140.50 — — Outstanding at December 31, 2022 48,329 $ 37.05 $ 44.82 4.1 $ — Exercisable at December 31, 2022 20,774 $ 74.65 $ 100.49 3.7 $ — During the years ended December 31, 2022 and 2021, — 2,876 — 2,685 Options granted during the years ended December 31, 2022 and 2021 were valued using the Black Scholes model with the following assumptions: SCHEDULE OF STOCK OPTION ASSUMPTION December 31, 2022 December 31, 2021 Term (years) 5.5 2.5 7.0 Stock price $ 3.07 $ 102.00 175.00 Exercise price $ 3.07 $ 102.00 175.00 Dividend yield — % — % Expected volatility 112 % 76 79 % Risk free interest rate 3.9 % 1.1 1.6 ENVERIC BIOSCIENCES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The above assumptions are determined by the Company as follows: ● Stock price – Based on closing price of the Company’s common stock on the date of grant. ● Weighted average risk-free interest rate — Based on the daily yield curve rates for U.S. Treasury obligations with maturities, which correspond to the expected term of the Company’s stock options. ● Dividend yield — The Company has not paid any dividends on common stock since its inception and does not anticipate paying dividends on its common stock in the foreseeable future. ● Expected volatility — Based on the historical volatility of comparable companies in a similar industry. ● Expected term — The Company has had no stock options exercised since inception. The expected option term represents the period that stock-based awards are expected to be outstanding based on the simplified method provided in Staff Accounting Bulletin (“SAB”) No. 107, Share-Based Payment, which averages an award’s weighted-average vesting period and expected term for “plain vanilla” share options. The Company’s stock based compensation expense, recorded within general and administrative expense, related to stock options for the years ended December 31, 2022 and 2021 was $ 180,042 60,856 240,850 1.9 During the year ended December 31, 2021, the Company exchanged options to purchase 11,209 6,509 843 298,714 Restricted Stock Awards The Company’s activity in restricted common stock was as follows for the years ended December 31, 2022 and 2021: SCHEDULE OF RESTRICTED COMMON STOCK AND AWARDS ACTIVITY Number of shares Weighted average fair value Non-vested at December 31, 2020 — $ — Granted 2,516 $ 178.50 Vested (1,485 ) $ 204.50 Non-vested at December 31, 2021 1,031 $ 141.50 Forfeited (700 ) $ 146.50 Vested (331 ) $ 130.40 Non-vested at December 31, 2022 — $ — For the years ended December 31, 2022 and 2021, the Company recorded $ 24,363 231,631 708 ENVERIC BIOSCIENCES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Issuance of Restricted Stock Units The Company’s activity in restricted stock units was as follows for the year ended December 31, 2022: SCHEDULE OF RESTRICTED STOCK UNITS AND AWARDS ACTIVITY Number of shares Weighted average fair value Non-vested at December 31, 2020 — $ — Granted 125,169 $ 172.00 Forfeited (7,439 ) $ 152.00 Vested (55,717 ) $ 226.00 Non-vested at December 31, 2021 62,013 $ 126.00 Granted 37,445 $ 33.50 Forfeited (26,772 ) $ 79.64 Vested (8,633 ) $ 130.55 Non-vested at December 31, 2022 64,053 $ 92.57 For the years ended December 31, 2022 and 2021, the Company recorded $ 2,416,266 12,304,514 As of December 31, 2022, the Company had unamortized stock-based compensation costs related to restricted stock units of $ 3,225,701 2.8 As of December 31, 2022, 1,856 62,492 The following table summarizes the Company’s recognition of stock-based compensation for restricted stock units for the following periods: SCHEDULE OF STOCK-BASED COMPENSATION FOR RESTRICTED STOCK UNITS 2022 2021 Year ended December 31, Stock-based compensation for RSUs 2022 2021 General and administrative $ 1,389,359 $ 11,463,870 Research and development 1,026,907 840,644 Total $ 2,416,266 $ 12,304,514 As of the end of the fiscal years ended December 31, 2022 and 2021, there were 126,545 117,730 62,492 55,717 64,053 62,013 ENVERIC BIOSCIENCES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Warrants The following table summarizes information about shares issuable under warrants outstanding at December 31, 2022 and 2021: SCHEDULE OF WARRANTS OUTSTANDING Warrant shares outstanding Weighted average exercise price Weighted average remaining life Intrinsic value Outstanding at December 31, 2020 74,617 $ 102.50 5.2 $ 8,923,797 Issued 82,923 $ 210.00 — $ — Assumed pursuant to acquisition of MagicMed 118,274 $ 65.50 — $ — Exercised (64,988 ) $ 50.50 — $ — Exchanged for common stock (15,363 ) $ 232.50 — $ — Outstanding at December 31, 2021 195,463 $ 131.00 3.4 $ 801,024 Issued 1,227,500 $ 10.31 — $ — Exercised (767,500 ) $ — — $ — Exchanged for common stock — $ — — $ — Outstanding at December 31, 2022 655,463 $ 58.36 3.6 $ 5,514 Exercisable at December 31, 2022 655,463 $ 58.36 3.6 $ 5,514 On February 11, 2022, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with A.G.P./Alliance Global Partners (the “Underwriter”). Pursuant to the Underwriting Agreement, the Company agreed to sell, in a firm commitment offering, 400,000 400,000 60,000 60,000 27.50 25.00 60,000 In connection with the Registered Direct (“RD”) Offering and the Private Investment in Public Entity (“PIPE”) Offering entered into on July 22, 2022, the Company entered into Warrant Amendment (the “Warrant Amendments”) with the investors in both offerings to amend certain existing warrants to purchase up to an aggregate of 122,000 27.50 February 15, 2027 7.78 In connection with this transaction, the Company determined the fair value of the February 2022 Warrants immediately prior to the Warrant Amendment and the fair value of the amended warrants immediately after the Warrant Amendment. The incremental change in fair value was deemed to be $ 251,357 The warrants assumed pursuant to the acquisition of MagicMed contain certain down round features, which were not triggered by the February 2022 and July 2022 public offerings, that would require adjustment to the exercise price upon certain events when the offering price is less than the stated exercise price. During the year ended December 31, 2021, warrants exchanged for Common Stock consisted of an aggregate of 4,434 2,188 19,464 13,176 The aggregate of 4,434 2,188 The aggregate of 19,464 13,176 233.00 826,577 ENVERIC BIOSCIENCES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Preferred Investment Options In connection with the Registered Direct Securities Purchase Agreement the Company issued unregistered preferred investment options to purchase up to 375,000 Subject to certain ownership limitations, the RD Preferred Investment Options 7.78 RD Preferred Investment Options five and one-half In connection with the PIPE Securities Purchase Agreement the Company issued unregistered preferred investment options to purchase up to 625,000 Subject to certain ownership limitations, PIPE Preferred Investment Options 7.78 PIPE Preferred Investment Options five and one-half years On July 26, 2022, in connection with the RD Offering and PIPE Offering, the Company issued preferred investment options (the “Placement Agent Preferred Investment Options”) to an entity to purchase up to 70,000 10.00 Placement Agent Preferred Investment Options The following table summarizes information about investment options outstanding at December 31, 2022 (there were no investment options issued for the year ended December 31, 2021): SCHEDULE OF WARRANTS AND INVESTMENT OPTIONS Investment options outstanding Weighted average exercise price Weighted average remaining life Intrinsic value Outstanding at January 1, 2022 — $ — — $ — Issued 1,070,000 $ 7.93 — — Outstanding at December 31, 2022 1,070,000 $ 7.93 5.1 $ — Exercisable at December 31, 2022 1,070,000 $ 7.93 5.1 $ — ENVERIC BIOSCIENCES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS |
REDEEMABLE NON-CONTROLLING INTE
REDEEMABLE NON-CONTROLLING INTEREST | 12 Months Ended |
Dec. 31, 2022 | |
Redeemable Non-controlling Interest | |
REDEEMABLE NON-CONTROLLING INTEREST | NOTE 8. REDEEMABLE NON-CONTROLLING INTEREST Spin-Off and Related Private Placement In connection with the planned Spin-Off, on May 5, 2022, Akos and the Company entered into the Akos Purchase Agreement with the Akos Investor, pursuant to which Akos agreed to sell up to an aggregate of 5,000 1,000 0.01 5,000,000 1,000 1,000,000 4,000,000 Pursuant to the Akos Purchase Agreement, Akos has agreed to pay Palladium a fee equal to 9% of the aggregate gross proceeds raised from the sale of the shares of the Akos Series A Preferred Stock and a non-accountable expense allowance of 1% of the aggregate gross proceeds raised the sale of the Akos Series A Preferred Stock in the Akos Private Placement. The fee due in connection with the Akos Private Placement shall be paid to Palladium in the form of convertible preferred stock and warrants on similar terms to the securities issued in the Akos Private Placement. 8 Terms of Akos Series A Preferred Stock Under the Certificate of the Designations, Preferences and Rights of Series A Convertible Preferred Stock of Akos (the “Akos Series A Preferred Certificate of Designations”), on or immediately prior to the completion of the spin-off of Akos into an independent, separately traded public company listed on the Nasdaq Stock Market, the outstanding Akos Series A Preferred Stock will be automatically converted into a number of shares of Akos Common Stock equal to 25 5 The Akos Series A Preferred Certificate of Designations provides that upon the earlier of (i) the one-year anniversary of May 5, 2022, and only in the event that the Spin-Off has not occurred; or (ii) such time that Akos and the Company have abandoned the Spin-Off or the Company is no longer pursuing the Spin-Off in good faith, the holders of the Akos Series A Preferred Stock shall have the right (the “Put Right”), but not the obligation, to cause Akos to purchase all or a portion of the Akos Series A Preferred Stock for a purchase price equal to $ 1,000 The Akos Series A Preferred Certificate of Designations contains limitations that prevent the holder thereof from acquiring shares of Akos Common Stock upon conversion of the Akos Series A Preferred Stock that would result in the number of shares of Akos Common Stock beneficially owned by such holder and its affiliates exceeding 9.99% of the total number of shares of Akos Common Stock outstanding immediately after giving effect to the conversion (the “Beneficial Ownership Limitation”), except that upon notice from the holder to Akos, the holder may increase or decrease the limit of the amount of ownership of outstanding shares of Akos Common Stock after converting the holder’s shares of Akos Series A Preferred Stock, provided that any change in the Beneficial Ownership Limitation shall not be effective until 61 days following notice to Akos. ENVERIC BIOSCIENCES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Accounting for Akos Series A Preferred Stock Since the shares of Akos Series A Preferred Stock are redeemable at the option of the holder and the redemption is not solely in the control of the Company, the shares of Akos Series A Preferred Stock are accounted for as a redeemable non-controlling interest and classified within temporary equity in the Company’s consolidated balance sheets. The redeemable non-controlling interest was initially measured at fair value. Dividends on the shares of Akos Series A Preferred Stock are recognized as preferred dividends attributable to redeemable non-controlling interest in the Company’s consolidated statement of operations and comprehensive loss. The table below presents the reconciliation of changes in redeemable non-controlling interest: SCHEDULE OF RECONCILIATION CHANGE IN REDEEMBALE NONCONTROLLING INTEREST Balance at December 31, 2021 $ — Redeemable non-controlling interest, net of initial value embedded derivative of $ 402,000 41,962 556,038 Preferred dividends attributable to redeemable non-controlling interest 33,014 Accretion of embedded derivative and transaction costs associated with Series A Preferred Stock 295,976 Balance at December 31, 2022 $ 885,028 As of December 31, 2022, the redemption value of the redeemable non-controlling interest is $ 1,000,000 5 1,033,000 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 9. COMMITMENTS AND CONTINGENCIES The Company is periodically involved in legal proceedings, legal actions and claims arising in the normal course of business. Management believes that the outcome of such legal proceedings, legal actions and claims will not have a significant adverse effect on the Company’s financial position, results of operations or cash flows. Development and Clinical Supply Agreement On February 22, 2021, the Company entered into a Development and Clinical Supply Agreement (the “PureForm Agreement”) with PureForm Global, Inc. (“PureForm”), pursuant to which PureForm will be the exclusive provider of synthetic cannabidiol (“API”) for the Company’s development plans for cancer treatment and supportive care. Under the terms of the PureForm Agreement, PureForm has granted the Company the exclusive right to purchase API and related product for cancer treatment and supportive care during the term of the Agreement (contingent upon an initial minimum order of 1 kilogram during the first thirty (30) days from the effective date) and has agreed to manufacture, package and test the API and related product in accordance with specifications established by the parties. All inventions that are developed jointly by the parties in the course of performing activities under the PureForm Agreement will be owned jointly by the parties in accordance with applicable law; however, if the Company funds additional research and development efforts by PureForm, the parties may enter into a further agreement whereby PureForm would assign any resulting inventions or technical information to the Company. The initial term of the PureForm Agreement is three (3) years commencing on the effective date of the PureForm Agreement, subject to extension by mutual agreement of the parties. The PureForm Agreement may be terminated by either party upon thirty (30) days written notice of an uncured material breach or immediately in the event of bankruptcy or insolvency. The PureForm Agreement contains, among other provisions, representation and warranties, indemnification obligations and confidentiality provisions in favor of each party that are customary for an agreement of this nature. The Company has met the minimum purchase requirement of 1 kilogram during the first thirty days of the PureForm Agreement’s effectiveness. ENVERIC BIOSCIENCES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Purchase agreement with Prof. Zvi Vogel and Dr. Ilana Nathan On December 26, 2017, Jay Pharma entered into a purchase agreement with Prof. Zvi Vogel and Dr. Ilana Nathan (the “Vogel-Nathan Purchase Agreement”), pursuant to which Jay Pharma was assigned ownership rights to certain patents, which were filed and unissued as of the date of the Vogel-Nathan Purchase Agreement. The Vogel-Nathan Purchase Agreement includes a commitment to pay a one-time milestone totaling $ 200,000 300,000 2 20 Agreement with Tikkun License Agreement Jay Pharma, Tikkun Olam LLC (“TO LLC”) and Tikkun Olam Hemp LLC (“TOH”) entered into a license agreement dated on January 10, 2020, pursuant to which Jay Pharma would acquire certain in-licensed and owned intellectual property rights related to the cannabis products in the United States (presently excluding the state of New York) from TO LLC and TOH, each of which is an affiliate of TO Holdings Group LLC, in exchange for royalty payments of (i) four percent (4.0%) of net sales of OTC cancer products made via consumer channels; and (ii) five percent (5.0%) of net sales of beauty products made via consumer channels; and (iii) three percent (3.0%) of net sales of OTC cancer products made via professional channels, along with a minimum net royalty payment starting in January 1, 2022 and progressively increasing up to a cap of $400,000 maximum each year for the first 10 years, then $600,000 maximum each year for the next 5 years, and an annual maximum cap of $750,000 each year thereafter during the term of the agreement On August 12, 2020, Jay Pharma, TO LLC and TOH entered into the First Amendment to the License Agreement, pursuant to which all references to the Original Amalgamation Agreement and the amalgamation were revised to be references to the Tender Agreement and the Offer, as applicable. On October 2, 2020, Jay Pharma, TO LLC and TOH entered into the Second Amendment to the License Agreement, pursuant to which the effective date of the transactions was revised to occur as of October 2, 2020. On December 30, 2022, the Tikun Olam License was formally terminated by mutual agreement between the Company and Tikun Olam. Other Consulting and Vendor Agreements The Company has entered into a number of agreements and work orders for future consulting, clinical trial support, and testing services, with terms ranging between 1 and 12 months. These agreements, in aggregate, commit the Company to approximately $ 0.4 Right-of-use lease On August 1, 2021, MagicMed entered into a lease agreement (the “LSIH Lease”) with the University of Calgary for the use and occupation of lab and office space at the University of Calgary’s Life Science Innovation Hub building located in Calgary, Alberta, Canada (the “LSIH Facility”). The Company acquired all rights and obligations contained in the LSIH Lease concurrent with its amalgamation with MagicMed. The Company assesses whether an arrangement is a lease or contains a lease at inception. For arrangements considered leases or that contain a lease that is accounted for separately, the Company determines the classification and initial measurement of the right-of-use asset and lease liability at the lease commencement date, which is the date that the underlying asset becomes available for use. The Company has elected to account for non-lease components associated with its leases and lease components as a single lease component. ENVERIC BIOSCIENCES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The Company recognizes a right-of-use asset, which represents the Company’s right to use the underlying asset for the lease term, and a lease liability, which represents the present value of the Company’s obligation to make payments arising over the lease term. The present value of the lease payments is calculated using either the implicit interest rate in the lease or an incremental borrowing rate. Lease assets and liabilities are classified as follows on the consolidated balance sheet: SCHEDULE OF LEASE ASSETS AND LIABILITIES Lease Classification As of December 31, 2022 As of December 31, 2021 Assets Operating Right of use operating lease asset, net $ 63,817 $ 176,304 Total leased assets $ 63,817 $ 176,304 Liabilities Current Operating Current portion of right-of-use operating lease obligation $ 63,820 $ 107,442 Long-term Operating Non-current portion of right-of-use operating lease obligation — 68,861 Total lease liabilities $ 63,820 $ 176,303 Rent expense is recorded on the straight-line basis. Rent expense under the LSIH Lease for the years ended December 31, 2022 and 2021 was $ 120,667 30,586 The table below shows the future minimum rental payments, exclusive of taxes, insurance, and other costs, under the LSIH Lease: SCHEDULE OF FUTURE MINIMUM RENTAL PAYMENT Years ending December 31, Amount 2023 $ 64,235 Total future minimum lease payments 64,235 Less: present value adjustment (415 ) Present value of lease payments $ 63,820 The weighted-average remaining lease term and the weighted-average discount rate of the lease was as follows: SCHEDULE OF WEIGHTED AVERAGE REMAINING LEASE TERM Lease Term and Discount Rate December 31, 2022 December 31, 2021 Remaining lease term (years) Operating leases 0.6 1.6 Discount rate Operating leases 12.0 % 12.0 % ENVERIC BIOSCIENCES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 10. INCOME TAXES The Company’s U.S. and foreign loss before income taxes are set forth below: SCHEDULE OF EARNING (LOSS) BEFORE INCOME TAX 2022 2021 December 31, 2022 2021 United States $ (7,251,228 ) $ (15,420,364 ) Foreign (12,706,165 ) (41,011,337 ) Total $ (19,957,393 ) $ (56,431,701 ) For the years ended December 31, 2022 and 2021, the Company recorded an income tax benefit of $ 1,486,060 7,454,805 SCHEDULE OF INCOME TAX EXPENSE BENEFITS December 31, 2022 2021 Deferred tax benefit - United States $ — $ — Deferred tax benefit - Foreign 1,486,060 7,454,805 Total income tax benefit $ 1,486,060 $ 7,454,805 The Company’s deferred tax assets and deferred tax liabilities consist of the following: SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES 2022 2021 December 31, 2022 2021 Deferred tax assets: Net operating loss carryforwards $ 8,927,330 $ 5,509,522 Stock-based compensation 1,348,928 858,791 Accrued bonus — 121,051 Research and development capitalized expenses 614,041 — Intangible amortization 54,141 23,204 Other 33,453 35,456 Less valuation allowances (10,977,893 ) (6,548,024 ) Net deferred tax assets $ — $ — Deferred tax liabilities: Indefinite lived intangible assets — (1,607,122 ) Net deferred tax liabilities $ — $ (1,607,122 ) The Company had the following potentially utilizable net operating loss tax carryforwards: SCHEDULE OF OPERATING LOSS CARRY FORWARDS 2022 2021 December 31, 2022 2021 Federal $ 18,349,753 $ 9,411,533 State $ 16,892,754 $ 8,664,242 Foreign $ 16,377,435 $ 11,911,845 The Tax Cuts and Jobs Act of 2017 (the “Act”) limits the net operating loss deduction to 80% of taxable income for losses arising in tax years beginning after December 31, 2017. As of December 31, 2022, the Company had federal net operating loss carryforwards and state net operating loss carryforwards of $ 18,349,753 of $ 16,892,754 16,377,435 which will begin to expire in 2030 . ENVERIC BIOSCIENCES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The Company’s effective tax rate varied from the statutory rate as follows: SCHEDULE OF EFFECTIVE STATUTORY INCOME TAX RATE December 31, 2022 2021 Federal income tax at the statutory rate (21.0 )% (21.0 )% State income tax rate (net of federal) (2.6 )% (1.0 )% Foreign tax rate differential (3.1 )% (4.0 )% Intangible asset impairment — % 4.3 % Non-deductive expenses (4.0 )% 1.4 % Change in valuation allowance 23.3 % 7.0 % Effective income tax rate (7.4 )% (13.3 )% On September 16, 2021, the Company acquired MagicMed. In connection with the acquisition, the Company recorded intangible assets from IPR&D valued at $ 35,500,000 9,061,927 1,607,122 29,048,164 8,225,862 — 7,453,662 In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. The valuation allowance increased by $ 4,429,869 5,207,872 The Company files U.S. federal and state returns. The Company’s foreign subsidiary also files a local tax return in their local jurisdiction. From a U.S. federal, state and Canadian perspective the years that remain open to examination are consistent with each jurisdiction’s statute of limitations. As of March 30, 2023, the Company has not filed tax returns for the fiscal years 2022 and 2021. Section 382 The utilization of the Company’s net operating losses may be subject to a substantial limitation in the event of any significant future changes in its ownership structure under Section 382 of the Internal Revenue Code and similar state provisions. Such limitation may result in the expiration of the net operating loss carryforwards before their utilization. Section 174 Beginning in 2022, the Tax Cuts and Jobs Act of 2017 (“TCJA”) eliminated the option to deduct research and development expenditures in the current year and requires taxpayers to amortize US expenses over five years and foreign expense over fifteen years pursuant to IRC Section 174. The Company has estimated and capitalized gross $ 2,684,319 Inflation Reduction Act On August 16, 2022, President Joe Biden signed the Inflation Reduction Act of 2022 (the “Act”) into law. The Act includes a new 15% corporate minimum tax and a 1% excise tax on the value of corporate stock repurchases, net of new share issuances, after December 31, 2022. The Company does not expect these provisions to have a material impact on the Company’s consolidated financial position; however, the Company will continue to evaluate their impact as further information becomes available. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 11. SUBSEQUENT EVENTS Australian Subsidiary On March 21, 2023, the Company established Enveric Therapeutics, Pty. Ltd. (“Enveric Therapeutics”), an Australia-based subsidiary, to support the Company’s plans to advance its EVM201 Series towards the clinic. Enveric Therapeutics will oversee the Company’s preclinical, clinical, and regulatory activities in Australia, including ongoing interactions with the local Human Research Ethics Committees (HREC) and the Therapeutic Goods Administration (TGA), Australia’s regulatory authority. On March 23, 2023, the Company issued a press release announcing the selection of Australian CRO, Avance Clinical, in preparation for Phase 1 Study of EB-373, the Company’s lead candidate targeting the treatment of anxiety disorders. The Phase 1 clinical trial is expected to initiate in the fourth quarter of 2023. Under the agreement, Avance Clinical will manage the Phase 1 clinical trial of EB-373 in coordination with the Company’s newly established Australian subsidiary, Enveric Therapeutics Pty, Ltd. The Phase 1 clinical trial is designed as a multi-cohort, dose-ascending study to measure the safety and tolerability of EB-373. EB-373, a next-generation proprietary psilocin prodrug, has been recognized as a New Chemical Entity (NCE) by Australia’s Therapeutic Goods Administration (TGA) and is currently in preclinical development targeting the treatment of anxiety disorder. The total cost of the Avance Clinical contract is approximately 3,000,000 1,500,000 |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Principal of Consolidation | Basis of Presentation and Principal of Consolidation The accompanying consolidated financial statements have been prepared in accordance and in conformity with GAAP and the applicable rules and regulations of the Securities and Exchange Commission (the “SEC”) regarding consolidated financial information. All intercompany transactions have been eliminated in consolidation. |
Reclassification | Reclassification Certain reclassifications have been made to the prior period financial statements to conform to the current period financial statement presentation. These reclassifications had no effect on net earnings or cash flows as previously reported. ENVERIC BIOSCIENCES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS |
Use of Estimates | Use of Estimates The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities at the date of the financial statements and expenses during the periods reported. By their nature, these estimates are subject to measurement uncertainty and the effects on the financial statements of changes in such estimates in future periods could be significant. Significant areas requiring management’s estimates and assumptions include determining the fair value of transactions involving common stock and the valuation of stock-based compensation, accruals associated with third party providers supporting research and development efforts, estimated fair values of long lives assets used to record impairment charges related to intangible assets, acquired in-process research and development (“IPR&D”), and goodwill, and allocation of purchase price in business acquisitions. Actual results could differ from those estimates. |
Foreign Currency Translation | Foreign Currency Translation From inception through December 31, 2022, the reporting currency of the Company was the United States dollar while the functional currency of certain of the Company’s subsidiaries was the Canadian dollar. For the reporting periods ended December 31, 2022 and December 31, 2021, the Company engaged in a number of transactions denominated in Canadian dollars. As a result, the Company is subject to exposure from changes in the exchange rates of the Canadian dollar and the U.S. dollar. The Company translates the assets and liabilities of its Canadian subsidiaries into the U.S. dollar at the exchange rate in effect on the balance sheet date. Revenues and expenses are translated at the average exchange rate in effect during each monthly period. Unrealized translation gains and losses are recorded as foreign currency translation gain (loss), which is included in the consolidated statements of shareholders’ equity as a component of accumulated other comprehensive income (loss). The Company has not entered into any financial derivative instruments that expose it to material market risk, including any instruments designed to hedge the impact of foreign currency exposures. The Company may, however, hedge such exposure to foreign currency exchange fluctuations in the future. Adjustments that arise from exchange rate changes on transactions denominated in a currency other than the local currency are included in other comprehensive income (loss) in the consolidated statements of operations and comprehensive income (loss) as incurred. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2022 and 2021. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which at times, may exceed the federal depository insurance coverage of $ 250,000 100,000 250,000 100,000 |
Comprehensive Loss | Comprehensive Loss Comprehensive loss consists of two components, net loss and other comprehensive income (loss). Other comprehensive loss refers to revenue, expenses, gains, and losses that under GAAP are recorded as an element of shareholders’ equity but are excluded from net loss. Other comprehensive loss consists of foreign currency translation adjustments from those subsidiaries not using the U.S. dollar as their functional currency. ENVERIC BIOSCIENCES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS |
Business Combinations | Business Combinations The Company accounts for business combinations under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 805, “Business Combinations” (“ASC 805”) using the acquisition method of accounting, and accordingly, the assets and liabilities of the acquired business are recorded at their fair values at the date of acquisition. For transactions that are business combinations, the Company evaluates the existence of goodwill. Goodwill represents the excess purchase price over the fair value of the tangible net assets and intangible assets acquired in a business combination. ASC 805-10 also specifies criteria that intangible assets acquired in a business combination must meet to be recognized and reported apart from goodwill. All acquisition costs are expensed as incurred. Upon acquisition, the accounts and results of operations are consolidated as of and subsequent to the acquisition date. The estimated fair value of net assets acquired, including the allocation of the fair value to identifiable assets and liabilities, was determined using established valuation techniques. A fair value measurement is determined as the price the Company would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. In the context of purchase accounting, the determination of fair value often involves significant judgments and estimates by management, including the selection of valuation methodologies, estimates of future revenues, costs and cash flows, discount rates, and selection of comparable companies. The estimated fair values reflected in the purchase accounting are subject to management’s judgment. |
Intangible Assets | Intangible Assets Intangible assets consist of the Psybrary™ and Patent Applications, In Process Research and Development (“IPR&D”) and license agreements. Psybrary™ and Patent Applications intangible assets are valued using the relief from royalty method. The cost of license agreements is amortized over the economic life of the license. The Company assesses the carrying value of its intangible assets for impairment each year. IPR&D intangible assets are acquired in conjunction with the acquisition of a business and are assigned a fair value, using the multi-period excess earnings method, related to incomplete research projects which, at the time of acquisition, have not reached technological feasibility. The amounts are capitalized and are accounted for as indefinite-lived intangible assets, subject to impairment testing until completion or abandonment of the projects. Upon successful completion of each project, the Company will make a determination as to the then-useful life of the intangible asset, generally determined by the period in which the substantial majority of the cash flows are expected to be generated, and begin amortization. The Company tests its intangible assets for impairment at least annually and whenever events or circumstances change that indicate impairment may have occurred. A significant amount of judgment is involved in determining if an indicator of impairment has occurred. Such indicators may include, among others and without limitation: a significant decline in the Company’s expected future cash flows; a sustained, significant decline in the Company’s stock price and market capitalization; a significant adverse change in legal factors or in the business climate of the Company’s segments; unanticipated competition; and slower growth rates. If the fair value determined is less than the carrying amount, an impairment loss is recognized in operating results. |
Goodwill | Goodwill The Company tests goodwill for potential impairment at least annually, or more frequently if an event or other circumstance indicates that the Company may not be able to recover the carrying amount of the net assets of the reporting unit. The Company has determined that the reporting unit is the entire company, due to the integration of all of the Company’s activities. In evaluating goodwill for impairment, the Company may assess qualitative factors to determine whether it is more likely than not (that is, a likelihood of more than 50%) that the fair value of a reporting unit is less than its carrying amount. If the Company bypasses the qualitative assessment, or if the Company concludes that it is more likely than not that the fair value of a reporting unit is less than its carrying value, then the Company performs a quantitative impairment test by comparing the fair value of a reporting unit with its carrying amount. ENVERIC BIOSCIENCES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS |
Property & Equipment | Property & Equipment Property and equipment are recorded at cost. Major property additions, replacements, and betterments are capitalized, while maintenance and repairs that do not extend the useful lives of an asset or add new functionality are expensed as incurred. Depreciation and amortization are recorded using the straight-line method over the respective estimated useful lives of the Company’s long-lived assets. The estimated useful lives are typically 3 5 |
Warrant Liability and Investment Options | Warrant Liability and Investment Options The Company evaluates all of its financial instruments, including issued stock purchase warrants and investment options, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC 815. The Company accounts for warrants and investment options for shares of the Company’s common stock that are not indexed to its own stock as derivative liabilities at fair value on the consolidated balance sheets. The Company accounts for common stock warrants and investment options with put options as liabilities under ASC 480. Such warrants and investment options are subject to remeasurement at each consolidated balance sheet date and any change in fair value is recognized as a component of other expense on the consolidated statements of operations. The Company will continue to adjust the liability for changes in fair value until the earlier of the exercise or expiration of such common stock warrants and investment options. At that time, the portion of the warrant liability and investment options related to such common stock warrants will be reclassified to additional paid-in capital. |
Modification of Warrants | Modification of Warrants A change in any of the terms or conditions of warrants is accounted for as a modification. For a warrant modification accounted for under ASC 815, the effect of a modification shall be measured as the difference between the fair value of the modified warrant over the fair value of the original warrant immediately before its terms are modified, measured based on the fair value of the shares and other pertinent factors at the modification date. The accounting for incremental fair value of warrants is based on the specific facts and circumstances related to the modification. When a modification is directly attributable to equity offerings, the incremental change in fair value of the warrants are accounted for as equity issuance costs. |
Derivative Liability | Derivative Liability The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC 815. For derivative financial instruments that are accounted for as assets or liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the consolidated statements of operations and comprehensive loss. The classification of derivative instruments, including whether such instruments should be recorded as assets or liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the consolidated balance sheets as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. |
Offering Costs | Offering Costs The Company allocates offering costs to the different components of the capital raise on a pro rata basis. Any offering costs allocated to common stock are charged directly to additional paid-in capital. Any offering costs allocated to warrant liabilities are charged to general and administrative expenses on the Company’s consolidated statement of operations and comprehensive loss. |
Income Taxes | Income Taxes The Company utilizes an asset and liability approach for financial accounting and reporting for income taxes. The provision for income taxes is based upon income or loss after adjustment for those permanent items that are not considered in the determination of taxable income. Deferred income taxes represent the tax effects of differences between the financial reporting and tax basis of the Company’s assets and liabilities at the enacted tax rates in effect for the years in which the differences are expected to reverse. ENVERIC BIOSCIENCES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The Company evaluates the recoverability of deferred tax assets and establishes a valuation allowance when it is more likely than not that some portion or all the deferred tax assets will not be realized. Management makes judgments as to the interpretation of the tax laws that might be challenged upon an audit and cause changes to previous estimates of tax liabilities. In management’s opinion, adequate provisions for income taxes have been made. If actual taxable income by tax jurisdiction varies from estimates, additional allowances or reversals of reserves may be necessary. Tax benefits are recognized only for tax positions that are more likely than not to be sustained upon examination by tax authorities. The amount recognized is measured as the largest amount of benefit that is greater than 50 percent likely to be realized upon settlement. A liability for “unrecognized tax benefits” is recorded for any tax benefits claimed in the Company’s tax returns that do not meet these recognition and measurement standards. As of December 31, 2022 and 2021, no liability for unrecognized tax benefits was required to be recorded. The Company’s policy for recording interest and penalties associated with tax audits is to record such items as a component of operating expenses. There were no amounts accrued for penalties and interest for the years ended December 31, 2022 and 2021. The Company does not expect its uncertain tax positions to change during the next twelve months. Management is currently unaware of any issues under review that could result in significant payments, accruals or material deviations from its position. The Company has identified its United States and Canadian federal tax return, its state and provincial tax returns in Florida and Ontario, CA as its “major” tax jurisdictions. The Company is in the process of filing its corporate tax returns for the years ended December 31, 2022 and 2021. Net operating losses for these periods will not be available to reduce future taxable income until the returns are filed. |
Stock-Based Compensation | Stock-Based Compensation The Company follows ASC 718, Compensation - Stock Compensation, which addresses the accounting for stock-based payment transactions, requiring such transactions to be accounted for using the fair value method. Awards of shares for property or services are recorded at the more readily measurable of the estimated fair value of the stock award and the estimated fair value of the service. The Company uses the Black-Scholes option-pricing model to determine the grant date fair value of certain stock-based awards under ASC 718. The assumptions used in calculating the fair value of stock-based awards represent management’s reasonable estimates and involve inherent uncertainties and the application of management’s judgment. Fair value of restricted stock units or restricted stock awards is determined by the closing price per share of the Company’s common stock on the date of award grant. The estimated fair value is amortized as a charge to earnings on a straight-line basis, for awards or portions of awards that do not require specified milestones or performance criteria as a vesting condition and also depending on the terms and conditions of the award, and the nature of the relationship of the recipient of the award to the Company. The Company records the grant date fair value in line with the period over which it was earned. For employees and consultants, this is typically considered to be the vesting period of the award. The Company accounts for forfeitures as they occur. The estimated fair value of awards that require specified milestones or recipient performance are charged to expense when such milestones or performance criteria are probable to be met. Restricted stock units, restricted stock awards, and stock options are granted at the discretion of the Compensation Committee of the Company’s board of directors (the “Board of Directors”). These awards are restricted as to the transfer of ownership and generally vest over the requisite service periods, typically over a 12 to 48-month period. A significant portion of these awards may include vesting terms that include, without limitation, defined volume weighted average price levels being achieved by the Company’s Common Stock, specific performance milestones, employment, or engagement by the Company, with no assurances of achievement of any such vesting conditions, if applicable. The value of RSU’s is equal to the product of the number of units awarded, multiplied by the closing price per share of the Company’s Common Stock on the date of the award. The terms and conditions of each RSU is defined in the RSU agreement and includes vesting terms that consist of any or all of the following: immediate vesting, vesting over a defined period of time, vesting based on achievement of a defined volume weighted average price levels at specified times, vesting based on achievement of specific performance milestones within a specific time frame, change of control, termination of the employee without cause by the Company, resignation of the employee with good cause. The value assigned to each RSU is charged to expense based on the vesting terms, as follows: value of RSU’s that vest immediately are charged to expense on the date awarded, value of RSU’s that vest based upon time, or achievement of stock price levels over a period of time are charged to expense on a straight line basis over the time frame specified in the RSU and the value of RSU’s that vest based upon achievement of specific performance milestones are charged to expense during the period that such milestone is achieved. Vested RSU’s may be converted to shares of Common Stock of an equivalent number upon either the termination of the recipient’s employment with the Company, or in the event of a change in control. If the recipient is not an employee, such person’s engagement with the Company must either be terminated prior to such conversion of RSU’s to shares of Common Stock, or in the event of a change in control. Furthermore, as required by Section 409A of the Internal Revenue Code, if the recipient is a “specified employee” (generally, certain officers and highly compensated employees of publicly traded companies), such recipient may only convert vested RSU’s into shares of Common Stock no earlier than the first day of the seventh month following such recipients termination of employment with the Company, or the event of change in control. ENVERIC BIOSCIENCES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The value of RSA’s is equal to the product of the number of restricted shares awarded, multiplied by the closing price per share of the Company’s Common Stock on the date of the award. The terms and conditions of each RSA is defined in the RSA agreement and includes vesting terms that consist of any or all of the following: immediate vesting, vesting over a defined period of time, or vesting based on achievement of a defined volume weighted average price levels at specified times. Upon vesting, the recipient may receive restricted stock which includes a legend prohibiting sale of the shares during a restriction period that is defined in the RSA agreement. Termination of employment by or engagement with the Company is not required for the recipient to receive restricted shares of Common Stock. The value assigned to each RSA is charged to expense based on the vesting terms, as follows: value of RSA’s that vest immediately are charged to expense on the date awarded, value of RSA’s that vest based upon time, or achievement of stock price levels over a period of time are charged to expense on a straight-line basis over the time frame specified in the RSU. |
Net Loss per Share | Net Loss per Share Basic net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. Diluted earnings per share is computed using the weighted average number of common shares and, if dilutive, potential common shares outstanding during the period. Potential common shares consist of the incremental common shares issuable upon the exercise of stock options and warrants (using the treasury stock method). The computation of basic net loss per share for the years ended December 31, 2022 and 2021 excludes potentially dilutive securities. The computations of net loss per share for each period presented is the same for both basic and fully diluted. In accordance with ASC 260-10-45-13, penny warrants were included in the calculation of weighted average shares outstanding for purposes of calculating basic and diluted earnings per share. During the year ended December 31, 2022 the Company issued 767,500 0.0001 Potentially dilutive securities outlined in the table below have been excluded from the computation of diluted net loss per share the years ended December 31, 2022 and 2021 because the effect of their inclusion would have been anti-dilutive. SCHEDULE OF POTENTIALLY DILUTIVE SECURITIES 2022 2021 For the years ended December 31, 2022 2021 Warrants to purchase shares of common stock 655,463 195,463 Restricted stock units - vested and unissued 62,492 55,717 Restricted stock units - unvested 64,053 62,013 Restricted stock awards - vested and unissued 708 642 Restricted stock awards - unvested — 1,031 Investment options to purchase shares of common stock 1,070,000 — Options to purchase shares of common stock 48,329 23,829 Total potentially dilutive securities 1,901,045 338,695 |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. To increase the comparability of fair value measures, the following hierarchy prioritizes the inputs to valuation methodologies used to measure fair value: Level 1 - Valuations based on quoted prices for identical assets and liabilities in active markets. ENVERIC BIOSCIENCES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Level 2 - Valuations based on observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data. Level 3 - Valuations based on unobservable inputs reflecting our own assumptions, consistent with reasonably available assumptions made by other market participants. These valuations require significant judgment. For certain financial instruments, including cash and accounts payable, the carrying amounts approximate their fair values as of December 31, 2022 and 2021 because of their short-term nature. The following table provides the financial liabilities measured on a recurring basis and reported at fair value on the balance sheets as of December 31, 2022 and 2021 and indicates the fair value of the valuation inputs the Company utilized to determine such fair value of warrant liabilities, derivative liability, and investment options: SCHEDULE OF FAIR VALUE HIERARCHY OF VALUATION INPUTS ON RECURRING BASIS Level December 31, 2022 December 31, 2021 Level December 31, 2022 December 31, 2021 Warrant liabilities - January 2021 Warrants 3 $ 81 $ 333,471 Warrant liabilities - February 2021 Warrants 3 79 320,203 Warrant liabilities - February 2022 Warrants 3 185,055 — Fair value of warrant liability as of December 31, 2022 $ 185,215 $ 653,674 Warrant liability - fair value $ 185,215 $ 653,674 Level December 31, 2022 December 31, 2021 Level December 31, 2022 December 31, 2021 Derivative liability - May 2022 3 $ 727,000 $ — Fair value of derivative liability as of December 31, 2022 $ 727,000 $ — Derivative liability - fair value $ 727,000 $ — Level December 31, 2022 December 31, 2021 Wainwright investment options 3 $ 44,904 $ — RD investment options 3 302,289 — PIPE investment options 3 503,815 — Fair value of investment option liability as of December 31, 2022 $ 851,008 $ — The warrant liabilities, derivative liability, and investment options are all classified as Level 3, for which there is no current market for these securities such as the determination of fair value requires significant judgment or estimation. Changes in fair value measurement categorized within Level 3 of the fair value hierarchy are analyzed each period based on changes in estimates or assumptions and recorded as appropriate. ENVERIC BIOSCIENCES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Initial measurement The Company established the initial fair value of its warrant liabilities at the respective dates of issuance. The Company used a Black Scholes valuation model in order to determine their value. The key inputs into the Black Scholes valuation model for the initial valuations of the warrant liabilities are below: SCHEDULE OF BLACK SCHOLES VALUATION MODELS OF WARRANT LIABILITIES AND INVESTMENT OPTIONS February 2022 Warrants February 2022 Post-Modification Warrants (See Note 7) February 15, 2022 July 26, 2022 Term (years) 5.0 5.5 Stock price $ 15.75 $ 6.33 Exercise price $ 27.50 $ 7.78 Dividend yield — % — % Expected volatility 74.1 % 80.0 % Risk free interest rate 1.9 % 2.9 % Number of warrants 460,000 122,000 Value (per share) $ 8.00 $ 4.07 The Company established the initial fair value of its derivative liability at the respective date of issuance. The Company used a Weighted Expected Return valuation model in order to determine their value. The key inputs into the Weighted Expected Return valuation model for the initial valuations of the warrant liabilities are below: May 2022 Derivative Liability May 5, 2022 Principal $ 1,000,000 Dividend rate 5.0 % Market rate 4.4 % ENVERIC BIOSCIENCES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The Company established the initial fair value of its investment options at the respective dates of issuance. The Company used a Black Scholes valuation model in order to determine their value. The key inputs into the Black Scholes valuation model for the initial valuations of the investment options are below: Wainwright Options RD Options PIPE Options July 26, 2022 July 26, 2022 July 26, 2022 Term (years) 5.0 5.5 5.5 Stock price $ 6.33 $ 6.33 $ 6.33 Exercise price $ 10.00 $ 7.78 $ 7.78 Dividend yield — % — % — % Expected volatility 80.0 % 80.0 % 80.0 % Risk free interest rate 2.9 % 2.9 % 2.9 % Number of investment options 70,000 375,000 625,000 Value (per share) $ 3.60 $ 4.07 $ 4.07 Subsequent measurement The following table presents the changes in fair value of the warrant liabilities, derivative liability, and investment options that are classified as Level 3: SCHEDULE OF FAIR VALUE OF WARRANT LIABILITIES AND DERIVATIVE LIABILITY AND INVESTMENT OPTIONS Total Warrant Liabilities Fair value as of December 31, 2020 $ — Initial value of warrant liability 9,981,000 Change in fair value (9,327,326 ) Fair value as of December 31, 2021 $ 653,674 Issuance of February 2022 warrants 3,595,420 Change in fair value due to modification of February 2022 warrants as part of July 2022 raise 251,357 Change in fair value (4,315,236 ) Fair value of warrant liability as of December 31, 2022 $ 185,215 Total Derivative Liability Fair value as of December 31, 2021 $ — Issuance of May 2022 convertible preferred stock 402,000 Change in fair value 325,000 Fair value of derivative liability as of December 31, 2022 $ 727,000 Total Investment Options Fair value as of December 31, 2021 $ — Issuance of July 2022 investment options 4,323,734 Change in fair value (3,472,726 ) Fair value of investment option liability as of December 31, 2022 $ 851,008 ENVERIC BIOSCIENCES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The key inputs into the Black Scholes valuation model for the Level 3 valuations of the warrant liabilities as of December 31, 2022 are below: SCHEDULE OF BLACK SCHOLES VALUATION MODELS OF WARRANT LIABILITIES AND INVESTMENT OPTIONS January 2021 Warrants February 2021 Warrants February 2022 Warrants February 2022 Term (years) 3.0 3.1 4.1 5.1 Stock price $ 2.08 $ 2.08 $ 2.08 $ 2.08 Exercise price $ 247.50 $ 245.00 $ 27.50 $ 7.78 Dividend yield — % — % — % — % Expected volatility 79.0 % 78.0 % 79.0 % 77.0 % Risk free interest rate 4.20 % 4.20 % 4.10 % 4.00 % Number of warrants 36,429 34,281 338,000 122,000 Value (per share) $ — $ — $ 0.26 $ 0.81 The key inputs into the Weighted Expected Return valuation model for the Level 3 valuations of the derivative liability as of December 31, 2022 are below: May 2022 Derivative Liability Principal $ 1,000,000 Dividend rate 5.0 % Market rate 6.1 % The key inputs into the Black Scholes valuation model for the Level 3 valuations of the investment options as of December 31, 2022 are below: Wainwright Options RD Options PIPE Options Term (years) 4.6 5.1 5.1 Stock price $ 2.08 $ 2.08 $ 2.08 Exercise price $ 10.00 $ 7.78 $ 7.78 Dividend yield — % — % — % Expected volatility 78.0 % 77.0 % 77.0 % Risk free interest rate 4.00 % 4.00 % 4.00 % Number of investment options 70,000 375,000 625,000 Value (per share) $ 0.64 $ 0.81 $ 0.81 |
Research and Development | Research and Development Research and development expenses are charged to operations as incurred. Research and development expenses include, among other things, internal and external costs associated with preclinical development, pre-commercialization manufacturing expenses, and clinical trials. The Company accrues for costs incurred as the services are being provided by monitoring the status of the trial or services provided and the invoices received from its external service providers. In the case of clinical trials, a portion of the estimated cost normally relates to the projected cost to treat a patient in the trials, and this cost is recognized based on the number of patients enrolled in the trial. As actual costs become known, the Company adjusts its accruals accordingly. ENVERIC BIOSCIENCES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS |
Leases | Leases Operating lease assets are included within right-of-use operating lease asset and operating lease liabilities are included in current portion of right-of-use operating lease obligation and non-current portion of right-of-use operating lease obligation on the consolidated balance sheets as of December 31, 2022 and 2021. The Company has elected not to present short-term leases as these leases have a lease term of 12 months or less at lease inception and do not contain purchase options or renewal terms that the Company is reasonably certain to exercise. All other lease assets and lease liabilities are recognized based on the present value of lease payments over the lease term at commencement date. Because most of the Company’s leases do not provide an implicit rate of return, the Company used an incremental borrowing rate based on the information available at adoption date in determining the present value of lease payments. A lease qualifies as a finance lease if any of the following criteria are met at the inception of the lease: (i) there is a transfer of ownership of the leased asset to the Company by the end of the lease term, (ii) the Company holds an option to purchase the leased asset that it is reasonably certain to exercise, (iii) the lease term is for a major part of the remaining economic life of the leased asset, (iv) the present value of the sum of lease payments equals or exceeds substantially all of the fair value of the leased asset, or (v) the nature of the leased asset is specialized to the point that it is expected to provide the lessor no alternative use at the end of the lease term. All other leases are recorded as operating leases. Finance lease payments are bifurcated into (i) a portion that is recorded as interest expense and (ii) a portion that reduces the finance liability associated with the lease. The Company did not have any finance leases as of December 31, 2022 and 2021. |
Redeemable Non-controlling Interest | Redeemable Non-controlling Interest In connection with the issuance of Akos Series A Preferred Stock, the Akos Purchase Agreement and certificate of designation contain a put right guaranteed by the Company as defined in Note 8. Applicable accounting guidance requires an equity instrument that is redeemable for cash or other assets to be classified outside of permanent equity if it is redeemable (a) at a fixed or determinable price on a fixed or determinable date, (b) at the option of the holder, or (c) upon the occurrence of an event that is not solely within the control of the issuer. As a result of this feature, the Company recorded the non-controlling interests as redeemable non-controlling interests and classified them in temporary equity within its consolidated balance sheet initially at its acquisition-date estimated redemption value or fair value. In addition, the Company has elected to recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument by accreting the embedded derivative at each reporting period over 12 months. The Akos Series A Preferred Certificate of Designations provides that upon the earlier of (i) the one-year anniversary of May 5, 2022, and only in the event that the Spin-Off has not occurred; or (ii) such time that Akos and the Company have abandoned the Spin-Off or the Company is no longer pursuing the Spin-Off in good faith, the holders of the Akos Series A Preferred Stock shall have the right (the “Put Right”), but not the obligation, to cause Akos to purchase all or a portion of the Akos Series A Preferred Stock for a purchase price equal to $ 1,000 |
Segment Reporting | Segment Reporting The Company determines its reporting units in accordance with FASB ASC 280, “Segment Reporting” (“ASC 280”). The Company evaluates a reporting unit by first identifying its operating segments under ASC 280. The Company then evaluates each operating segment to determine if it includes one or more components that constitute a business. If there are components within an operating segment that meet the definition of a business, the Company evaluates those components to determine if they must be aggregated into one or more reporting units. If applicable, when determining if it is appropriate to aggregate different operating segments, the Company determines if the segments are economically similar and, if so, the operating segments are aggregated. The Company has multiple operations related to psychedelics and cannabinoids. Both of these operations exist under one reporting unit: Enveric. The Company has one operating segment and reporting unit. The Company is organized and operated as one business. Management reviews its business as a single operating segment, using financial and other information rendered meaningful only by the fact that such information is presented and reviewed in the aggregate. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In August 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective for fiscal years beginning after December 15, 2021 and should be applied on a full or modified retrospective basis. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company will adopt ASU 2020-06 effective January 1, 2024. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
SCHEDULE OF POTENTIALLY DILUTIVE SECURITIES | Potentially dilutive securities outlined in the table below have been excluded from the computation of diluted net loss per share the years ended December 31, 2022 and 2021 because the effect of their inclusion would have been anti-dilutive. SCHEDULE OF POTENTIALLY DILUTIVE SECURITIES 2022 2021 For the years ended December 31, 2022 2021 Warrants to purchase shares of common stock 655,463 195,463 Restricted stock units - vested and unissued 62,492 55,717 Restricted stock units - unvested 64,053 62,013 Restricted stock awards - vested and unissued 708 642 Restricted stock awards - unvested — 1,031 Investment options to purchase shares of common stock 1,070,000 — Options to purchase shares of common stock 48,329 23,829 Total potentially dilutive securities 1,901,045 338,695 |
SCHEDULE OF FAIR VALUE HIERARCHY OF VALUATION INPUTS ON RECURRING BASIS | The following table provides the financial liabilities measured on a recurring basis and reported at fair value on the balance sheets as of December 31, 2022 and 2021 and indicates the fair value of the valuation inputs the Company utilized to determine such fair value of warrant liabilities, derivative liability, and investment options: SCHEDULE OF FAIR VALUE HIERARCHY OF VALUATION INPUTS ON RECURRING BASIS Level December 31, 2022 December 31, 2021 Level December 31, 2022 December 31, 2021 Warrant liabilities - January 2021 Warrants 3 $ 81 $ 333,471 Warrant liabilities - February 2021 Warrants 3 79 320,203 Warrant liabilities - February 2022 Warrants 3 185,055 — Fair value of warrant liability as of December 31, 2022 $ 185,215 $ 653,674 Warrant liability - fair value $ 185,215 $ 653,674 Level December 31, 2022 December 31, 2021 Level December 31, 2022 December 31, 2021 Derivative liability - May 2022 3 $ 727,000 $ — Fair value of derivative liability as of December 31, 2022 $ 727,000 $ — Derivative liability - fair value $ 727,000 $ — Level December 31, 2022 December 31, 2021 Wainwright investment options 3 $ 44,904 $ — RD investment options 3 302,289 — PIPE investment options 3 503,815 — Fair value of investment option liability as of December 31, 2022 $ 851,008 $ — |
Initial Measurement [Member] | |
SCHEDULE OF BLACK SCHOLES VALUATION MODELS OF WARRANT LIABILITIES AND INVESTMENT OPTIONS | The Company established the initial fair value of its warrant liabilities at the respective dates of issuance. The Company used a Black Scholes valuation model in order to determine their value. The key inputs into the Black Scholes valuation model for the initial valuations of the warrant liabilities are below: SCHEDULE OF BLACK SCHOLES VALUATION MODELS OF WARRANT LIABILITIES AND INVESTMENT OPTIONS February 2022 Warrants February 2022 Post-Modification Warrants (See Note 7) February 15, 2022 July 26, 2022 Term (years) 5.0 5.5 Stock price $ 15.75 $ 6.33 Exercise price $ 27.50 $ 7.78 Dividend yield — % — % Expected volatility 74.1 % 80.0 % Risk free interest rate 1.9 % 2.9 % Number of warrants 460,000 122,000 Value (per share) $ 8.00 $ 4.07 The Company established the initial fair value of its derivative liability at the respective date of issuance. The Company used a Weighted Expected Return valuation model in order to determine their value. The key inputs into the Weighted Expected Return valuation model for the initial valuations of the warrant liabilities are below: May 2022 Derivative Liability May 5, 2022 Principal $ 1,000,000 Dividend rate 5.0 % Market rate 4.4 % ENVERIC BIOSCIENCES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The Company established the initial fair value of its investment options at the respective dates of issuance. The Company used a Black Scholes valuation model in order to determine their value. The key inputs into the Black Scholes valuation model for the initial valuations of the investment options are below: Wainwright Options RD Options PIPE Options July 26, 2022 July 26, 2022 July 26, 2022 Term (years) 5.0 5.5 5.5 Stock price $ 6.33 $ 6.33 $ 6.33 Exercise price $ 10.00 $ 7.78 $ 7.78 Dividend yield — % — % — % Expected volatility 80.0 % 80.0 % 80.0 % Risk free interest rate 2.9 % 2.9 % 2.9 % Number of investment options 70,000 375,000 625,000 Value (per share) $ 3.60 $ 4.07 $ 4.07 |
Subsequent Measurement [Member] | |
SCHEDULE OF BLACK SCHOLES VALUATION MODELS OF WARRANT LIABILITIES AND INVESTMENT OPTIONS | The key inputs into the Black Scholes valuation model for the Level 3 valuations of the warrant liabilities as of December 31, 2022 are below: SCHEDULE OF BLACK SCHOLES VALUATION MODELS OF WARRANT LIABILITIES AND INVESTMENT OPTIONS January 2021 Warrants February 2021 Warrants February 2022 Warrants February 2022 Term (years) 3.0 3.1 4.1 5.1 Stock price $ 2.08 $ 2.08 $ 2.08 $ 2.08 Exercise price $ 247.50 $ 245.00 $ 27.50 $ 7.78 Dividend yield — % — % — % — % Expected volatility 79.0 % 78.0 % 79.0 % 77.0 % Risk free interest rate 4.20 % 4.20 % 4.10 % 4.00 % Number of warrants 36,429 34,281 338,000 122,000 Value (per share) $ — $ — $ 0.26 $ 0.81 The key inputs into the Weighted Expected Return valuation model for the Level 3 valuations of the derivative liability as of December 31, 2022 are below: May 2022 Derivative Liability Principal $ 1,000,000 Dividend rate 5.0 % Market rate 6.1 % The key inputs into the Black Scholes valuation model for the Level 3 valuations of the investment options as of December 31, 2022 are below: Wainwright Options RD Options PIPE Options Term (years) 4.6 5.1 5.1 Stock price $ 2.08 $ 2.08 $ 2.08 Exercise price $ 10.00 $ 7.78 $ 7.78 Dividend yield — % — % — % Expected volatility 78.0 % 77.0 % 77.0 % Risk free interest rate 4.00 % 4.00 % 4.00 % Number of investment options 70,000 375,000 625,000 Value (per share) $ 0.64 $ 0.81 $ 0.81 |
SCHEDULE OF FAIR VALUE OF WARRANT LIABILITIES AND DERIVATIVE LIABILITY AND INVESTMENT OPTIONS | The following table presents the changes in fair value of the warrant liabilities, derivative liability, and investment options that are classified as Level 3: SCHEDULE OF FAIR VALUE OF WARRANT LIABILITIES AND DERIVATIVE LIABILITY AND INVESTMENT OPTIONS Total Warrant Liabilities Fair value as of December 31, 2020 $ — Initial value of warrant liability 9,981,000 Change in fair value (9,327,326 ) Fair value as of December 31, 2021 $ 653,674 Issuance of February 2022 warrants 3,595,420 Change in fair value due to modification of February 2022 warrants as part of July 2022 raise 251,357 Change in fair value (4,315,236 ) Fair value of warrant liability as of December 31, 2022 $ 185,215 Total Derivative Liability Fair value as of December 31, 2021 $ — Issuance of May 2022 convertible preferred stock 402,000 Change in fair value 325,000 Fair value of derivative liability as of December 31, 2022 $ 727,000 Total Investment Options Fair value as of December 31, 2021 $ — Issuance of July 2022 investment options 4,323,734 Change in fair value (3,472,726 ) Fair value of investment option liability as of December 31, 2022 $ 851,008 |
AMALGAMATION WITH MAGICMED IN_2
AMALGAMATION WITH MAGICMED INDUSTRIES INC (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
SCHEDULE OF BUSINESS ACQUISITIONS | The following table represents the purchase price: SCHEDULE OF BUSINESS ACQUISITIONS Stock ( 199,025 $ 27,067,310 Fair value of warrants 10,724,578 Fair value of options 1,250,394 Total Purchase Price $ 39,042,282 |
SCHEDULE OF RECOGNIZED IDENTIFIED ASSETS ACQUIRED AND LIABILITIES ASSUMED | The following table summarizes the purchase price allocations relating to the Acquisition: SCHEDULE OF RECOGNIZED IDENTIFIED ASSETS ACQUIRED AND LIABILITIES ASSUMED Description Fair Value Assets acquired: Cash $ 3,055,328 Prepaid expenses and other current assets 471,202 Government remittances recoverable 25,606 Property and equipment 118,935 Right-of-use lease assets 201,653 Other assets 10,155 In process research and development 18,900,000 Psybrary and patent applications 16,600,000 Goodwill 9,834,855 Total assets acquired $ 49,217,734 Liabilities assumed: Accounts payable $ 828,865 Accrued expenses and other liabilities 83,007 Right-of-use lease liabilities 201,653 Deferred tax liabilities 9,061,927 Total liabilities assumed 10,175,452 Estimated fair value of net assets acquired attributable to the Company $ 39,042,282 |
SCHEDULE OF PROFORMA INFORMATION | SCHEDULE OF PROFORMA INFORMATION For the year ended December 31, 2021 Revenues $ — Net loss $ (54,127,203 ) |
INTANGIBLE ASSETS AND GOODWILL
INTANGIBLE ASSETS AND GOODWILL (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
SCHEDULE OF GOODWILL INDEFINITE AND FINITE LIVED INTANGIBLE ASSETS | As of December 31, 2022 and 2021, the Company’s intangible assets consisted of: SCHEDULE OF GOODWILL INDEFINITE AND FINITE LIVED INTANGIBLE ASSETS Goodwill Balance at December 31, 2020 $ — Acquired during the year 9,834,855 Impairment losses (8,225,862 ) Loss on currency translation (21,359 ) Balance at December 31, 2021 $ 1,587,634 Impairment losses (1,486,060 ) Loss on currency translation (101,574 ) Balance at December 31, 2022 $ — Indefinite lived intangible assets Balance at December 31, 2020 $ — Acquired during the year 35,500,000 Impairment losses (29,048,164 ) Loss on currency translation (76,344 ) Balance at December 31, 2021 $ 6,375,492 Impairment losses (5,967,602 ) Loss on currency translation (407,890 ) Balance at December 31, 2022 $ — Definite lived intangible assets Balance at December 31, 2020 $ 1,817,721 Acquired during the year 675,000 Amortization (643,333 ) Impairment loss (1,404,892 ) Gain on currency translation 103,940 Balance at December 31, 2021 $ 548,436 Amortization (168,750 ) Balance at December 31, 2022 $ 379,686 |
SCHEDULE OF FINITE LIVED INTANGIBLE ASSETS AMORTIZATION EXPENSE | The Company amortizes definite lived intangible assets on a straight-line basis over their estimated useful lives. Amortization expense of identified intangible assets based on the carrying amount as of December 31, 2022 is as follows: SCHEDULE OF FINITE LIVED INTANGIBLE ASSETS AMORTIZATION EXPENSE Year ending December 31, 2023 $ 168,750 2024 168,750 2025 42,186 Finite lived Assets Amortization Expense $ 379,686 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
SCHEDULE OF PROPERTY PLANT AND EQUIPMENT NET OF ACCUMULATED DEPRECIATION | Property and equipment consists of the following assets which are located in Calgary, Canada and placed in service by Enveric Biosciences Canada, Inc (“EBCI”), with all amounts translated into U.S. dollars: SCHEDULE OF PROPERTY PLANT AND EQUIPMENT NET OF ACCUMULATED DEPRECIATION December 31, 2022 December 31, 2021 Lab equipment $ 831,123 $ 310,957 Computer equipment and leasehold improvements 25,137 10,818 Property and Equipment, gross Less: Accumulated depreciation (178,775 ) (27,345 ) Property and equipment, net of accumulated depreciation $ 677,485 $ 294,430 |
ACCRUED LIABILITIES (Tables)
ACCRUED LIABILITIES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Payables and Accruals [Abstract] | |
SCHEDULE OF ACCRUED LIABILITIES | As of December 31, 2022 and December 31, 2021, the accrued liabilities of the Company consisted of the following: SCHEDULE OF ACCRUED LIABILITIES December 31, 2022 December 31, 2021 Product development $ 195,104 $ 224,536 Accrued salaries and wages 1,175,963 594,784 Professional fees 83,255 335,401 Patent costs 251,333 138,000 Total accrued expenses $ 1,705,655 $ 1,292,721 |
SHARE CAPITAL AND OTHER EQUIT_2
SHARE CAPITAL AND OTHER EQUITY INSTRUMENTS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
SCHEDULE OF STOCK OPTION | A summary of activity under the Company’s incentive plan for the years ended December 31, 2022 and 2021 is presented below: SCHEDULE OF STOCK OPTION Number of Shares Weighted Average Exercise Price Weighted Average Grant Date Fair Value Weighted Average Remaining Contractual Term (years) Aggregate Intrinsic Value Outstanding at December 31, 2020 18,596 $ 76.50 $ 125.00 6.1 $ 2,537,245 Granted 2,482 $ 149.00 $ 116.00 — $ — Options assumed pursuant to acquisition of MagicMed 19,477 $ 67.00 $ 92.00 — $ — Exercised (2,876 ) $ 11.50 $ 284.50 — $ — Expired, forfeited, or cancelled (13,850 ) $ 84.50 $ 81.00 — $ — Outstanding at December 31, 2021 23,829 $ 79.00 $ 103.50 5.3 $ 34,333 Granted 25,500 $ 3.07 $ 2.58 — — Forfeited (1,000 ) $ 175.00 $ 140.50 — — Outstanding at December 31, 2022 48,329 $ 37.05 $ 44.82 4.1 $ — Exercisable at December 31, 2022 20,774 $ 74.65 $ 100.49 3.7 $ — |
SCHEDULE OF STOCK OPTION ASSUMPTION | Options granted during the years ended December 31, 2022 and 2021 were valued using the Black Scholes model with the following assumptions: SCHEDULE OF STOCK OPTION ASSUMPTION December 31, 2022 December 31, 2021 Term (years) 5.5 2.5 7.0 Stock price $ 3.07 $ 102.00 175.00 Exercise price $ 3.07 $ 102.00 175.00 Dividend yield — % — % Expected volatility 112 % 76 79 % Risk free interest rate 3.9 % 1.1 1.6 |
SCHEDULE OF RESTRICTED COMMON STOCK AND AWARDS ACTIVITY | The Company’s activity in restricted common stock was as follows for the years ended December 31, 2022 and 2021: SCHEDULE OF RESTRICTED COMMON STOCK AND AWARDS ACTIVITY Number of shares Weighted average fair value Non-vested at December 31, 2020 — $ — Granted 2,516 $ 178.50 Vested (1,485 ) $ 204.50 Non-vested at December 31, 2021 1,031 $ 141.50 Forfeited (700 ) $ 146.50 Vested (331 ) $ 130.40 Non-vested at December 31, 2022 — $ — |
SCHEDULE OF RESTRICTED STOCK UNITS AND AWARDS ACTIVITY | The Company’s activity in restricted stock units was as follows for the year ended December 31, 2022: SCHEDULE OF RESTRICTED STOCK UNITS AND AWARDS ACTIVITY Number of shares Weighted average fair value Non-vested at December 31, 2020 — $ — Granted 125,169 $ 172.00 Forfeited (7,439 ) $ 152.00 Vested (55,717 ) $ 226.00 Non-vested at December 31, 2021 62,013 $ 126.00 Granted 37,445 $ 33.50 Forfeited (26,772 ) $ 79.64 Vested (8,633 ) $ 130.55 Non-vested at December 31, 2022 64,053 $ 92.57 |
SCHEDULE OF STOCK-BASED COMPENSATION FOR RESTRICTED STOCK UNITS | The following table summarizes the Company’s recognition of stock-based compensation for restricted stock units for the following periods: SCHEDULE OF STOCK-BASED COMPENSATION FOR RESTRICTED STOCK UNITS 2022 2021 Year ended December 31, Stock-based compensation for RSUs 2022 2021 General and administrative $ 1,389,359 $ 11,463,870 Research and development 1,026,907 840,644 Total $ 2,416,266 $ 12,304,514 |
SCHEDULE OF WARRANTS OUTSTANDING | The following table summarizes information about shares issuable under warrants outstanding at December 31, 2022 and 2021: SCHEDULE OF WARRANTS OUTSTANDING Warrant shares outstanding Weighted average exercise price Weighted average remaining life Intrinsic value Outstanding at December 31, 2020 74,617 $ 102.50 5.2 $ 8,923,797 Issued 82,923 $ 210.00 — $ — Assumed pursuant to acquisition of MagicMed 118,274 $ 65.50 — $ — Exercised (64,988 ) $ 50.50 — $ — Exchanged for common stock (15,363 ) $ 232.50 — $ — Outstanding at December 31, 2021 195,463 $ 131.00 3.4 $ 801,024 Issued 1,227,500 $ 10.31 — $ — Exercised (767,500 ) $ — — $ — Exchanged for common stock — $ — — $ — Outstanding at December 31, 2022 655,463 $ 58.36 3.6 $ 5,514 Exercisable at December 31, 2022 655,463 $ 58.36 3.6 $ 5,514 |
SCHEDULE OF WARRANTS AND INVESTMENT OPTIONS | The following table summarizes information about investment options outstanding at December 31, 2022 (there were no investment options issued for the year ended December 31, 2021): SCHEDULE OF WARRANTS AND INVESTMENT OPTIONS Investment options outstanding Weighted average exercise price Weighted average remaining life Intrinsic value Outstanding at January 1, 2022 — $ — — $ — Issued 1,070,000 $ 7.93 — — Outstanding at December 31, 2022 1,070,000 $ 7.93 5.1 $ — Exercisable at December 31, 2022 1,070,000 $ 7.93 5.1 $ — |
REDEEMABLE NON-CONTROLLING IN_2
REDEEMABLE NON-CONTROLLING INTEREST (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Redeemable Non-controlling Interest | |
SCHEDULE OF RECONCILIATION CHANGE IN REDEEMBALE NONCONTROLLING INTEREST | The table below presents the reconciliation of changes in redeemable non-controlling interest: SCHEDULE OF RECONCILIATION CHANGE IN REDEEMBALE NONCONTROLLING INTEREST Balance at December 31, 2021 $ — Redeemable non-controlling interest, net of initial value embedded derivative of $ 402,000 41,962 556,038 Preferred dividends attributable to redeemable non-controlling interest 33,014 Accretion of embedded derivative and transaction costs associated with Series A Preferred Stock 295,976 Balance at December 31, 2022 $ 885,028 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
SCHEDULE OF LEASE ASSETS AND LIABILITIES | SCHEDULE OF LEASE ASSETS AND LIABILITIES Lease Classification As of December 31, 2022 As of December 31, 2021 Assets Operating Right of use operating lease asset, net $ 63,817 $ 176,304 Total leased assets $ 63,817 $ 176,304 Liabilities Current Operating Current portion of right-of-use operating lease obligation $ 63,820 $ 107,442 Long-term Operating Non-current portion of right-of-use operating lease obligation — 68,861 Total lease liabilities $ 63,820 $ 176,303 |
SCHEDULE OF FUTURE MINIMUM RENTAL PAYMENT | The table below shows the future minimum rental payments, exclusive of taxes, insurance, and other costs, under the LSIH Lease: SCHEDULE OF FUTURE MINIMUM RENTAL PAYMENT Years ending December 31, Amount 2023 $ 64,235 Total future minimum lease payments 64,235 Less: present value adjustment (415 ) Present value of lease payments $ 63,820 |
SCHEDULE OF WEIGHTED AVERAGE REMAINING LEASE TERM | The weighted-average remaining lease term and the weighted-average discount rate of the lease was as follows: SCHEDULE OF WEIGHTED AVERAGE REMAINING LEASE TERM Lease Term and Discount Rate December 31, 2022 December 31, 2021 Remaining lease term (years) Operating leases 0.6 1.6 Discount rate Operating leases 12.0 % 12.0 % |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
SCHEDULE OF EARNING (LOSS) BEFORE INCOME TAX | The Company’s U.S. and foreign loss before income taxes are set forth below: SCHEDULE OF EARNING (LOSS) BEFORE INCOME TAX 2022 2021 December 31, 2022 2021 United States $ (7,251,228 ) $ (15,420,364 ) Foreign (12,706,165 ) (41,011,337 ) Total $ (19,957,393 ) $ (56,431,701 ) |
SCHEDULE OF INCOME TAX EXPENSE BENEFITS | SCHEDULE OF INCOME TAX EXPENSE BENEFITS December 31, 2022 2021 Deferred tax benefit - United States $ — $ — Deferred tax benefit - Foreign 1,486,060 7,454,805 Total income tax benefit $ 1,486,060 $ 7,454,805 |
SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES | The Company’s deferred tax assets and deferred tax liabilities consist of the following: SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES 2022 2021 December 31, 2022 2021 Deferred tax assets: Net operating loss carryforwards $ 8,927,330 $ 5,509,522 Stock-based compensation 1,348,928 858,791 Accrued bonus — 121,051 Research and development capitalized expenses 614,041 — Intangible amortization 54,141 23,204 Other 33,453 35,456 Less valuation allowances (10,977,893 ) (6,548,024 ) Net deferred tax assets $ — $ — Deferred tax liabilities: Indefinite lived intangible assets — (1,607,122 ) Net deferred tax liabilities $ — $ (1,607,122 ) |
SCHEDULE OF OPERATING LOSS CARRY FORWARDS | The Company had the following potentially utilizable net operating loss tax carryforwards: SCHEDULE OF OPERATING LOSS CARRY FORWARDS 2022 2021 December 31, 2022 2021 Federal $ 18,349,753 $ 9,411,533 State $ 16,892,754 $ 8,664,242 Foreign $ 16,377,435 $ 11,911,845 |
SCHEDULE OF EFFECTIVE STATUTORY INCOME TAX RATE | The Company’s effective tax rate varied from the statutory rate as follows: SCHEDULE OF EFFECTIVE STATUTORY INCOME TAX RATE December 31, 2022 2021 Federal income tax at the statutory rate (21.0 )% (21.0 )% State income tax rate (net of federal) (2.6 )% (1.0 )% Foreign tax rate differential (3.1 )% (4.0 )% Intangible asset impairment — % 4.3 % Non-deductive expenses (4.0 )% 1.4 % Change in valuation allowance 23.3 % 7.0 % Effective income tax rate (7.4 )% (13.3 )% |
BUSINESS AND LIQUIDITY AND OT_2
BUSINESS AND LIQUIDITY AND OTHER UNCERTAINTIES (Details Narrative) - USD ($) | 12 Months Ended | |||||
Jul. 14, 2022 | May 05, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Jul. 19, 2022 | Feb. 18, 2022 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Sale of stock | 4,434 | |||||
Preferred stock par value | $ 0.01 | $ 0.01 | ||||
Common stock par value | $ 0.01 | $ 0.01 | ||||
Reverse stock split | 1-for-50 reverse stock split | |||||
Accumulated deficit | $ 79,207,786 | $ 60,736,453 | ||||
Net cash used in operating activities | 17,146,723 | 11,457,671 | ||||
Loss from operations | 27,415,106 | 64,623,420 | ||||
Cash | 17,723,884 | $ 17,355,999 | ||||
Working capital | $ 14,435,964 | |||||
Minimum [Member] | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Share price | $ 1 | $ 1 | ||||
Akos Securities Purchase Agreement [Member] | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Common stock par value | $ 0.01 | |||||
Sale of stock, value | $ 4,000,000 | |||||
Akos Securities Purchase Agreement [Member] | Maximum [Member] | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Sale of stock, value | $ 5,000,000 | |||||
Akos Securities Purchase Agreement [Member] | Series A Convertible Preferred Stock [Member] | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Sale of stock | 5,000 | |||||
Preferred stock par value | $ 0.01 | |||||
Sale of stock price per share | $ 1,000 | |||||
Akos Securities Purchase Agreement [Member] | Series A Preferred Stock [Member] | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Sale of stock | 1,000 | |||||
Sale of stock price per share | $ 1,000 | |||||
Sale of stock, value | $ 1,000,000 |
SCHEDULE OF POTENTIALLY DILUTIV
SCHEDULE OF POTENTIALLY DILUTIVE SECURITIES (Details) - shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total potentially dilutive securities | 1,901,045 | 338,695 |
Warrants to Purchase Shares of Common Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total potentially dilutive securities | 655,463 | 195,463 |
Restricted Stock Units Vested And Unissued [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total potentially dilutive securities | 62,492 | 55,717 |
Restricted Stock Units Unvested [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total potentially dilutive securities | 64,053 | 62,013 |
Restricted Stock Awards Vested and Unissued [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total potentially dilutive securities | 708 | 642 |
Restricted Stock Awards Unvested [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total potentially dilutive securities | 1,031 | |
Investment Options to Purchase Shares of Common Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total potentially dilutive securities | 1,070,000 | |
Options to Purchase Shares of Common Stock Member [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total potentially dilutive securities | 48,329 | 23,829 |
SCHEDULE OF FAIR VALUE HIERARCH
SCHEDULE OF FAIR VALUE HIERARCHY OF VALUATION INPUTS ON RECURRING BASIS (Details) - Fair Value, Inputs, Level 3 [Member] - Fair Value, Recurring [Member] - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Class of Warrant or Right [Line Items] | ||
Warrant liability - fair value | $ 185,215 | $ 653,674 |
Derivative liability - fair value | 727,000 | |
Fair value of investment option liability as of December 31, 2022 | 851,008 | |
Derivative Liability May 2022 [Member] | ||
Class of Warrant or Right [Line Items] | ||
Derivative liability - fair value | 727,000 | |
Wainwright Investment Options [Member] | ||
Class of Warrant or Right [Line Items] | ||
Fair value of investment option liability as of December 31, 2022 | 44,904 | |
RD Investment Options [Member] | ||
Class of Warrant or Right [Line Items] | ||
Fair value of investment option liability as of December 31, 2022 | 302,289 | |
Pipe Investment Options [Member] | ||
Class of Warrant or Right [Line Items] | ||
Fair value of investment option liability as of December 31, 2022 | 503,815 | |
Warrant Liabilities January 2021 Warrants [Member] | ||
Class of Warrant or Right [Line Items] | ||
Warrant liability - fair value | 81 | 333,471 |
Warrant Liabilities February 2021 Warrants [Member] | ||
Class of Warrant or Right [Line Items] | ||
Warrant liability - fair value | 79 | 320,203 |
Warrant Liabilities February 2022 Warrants [Member] | ||
Class of Warrant or Right [Line Items] | ||
Warrant liability - fair value | $ 185,055 |
SCHEDULE OF BLACK SCHOLES VALUA
SCHEDULE OF BLACK SCHOLES VALUATION MODELS OF WARRANT LIABILITIES AND INVESTMENT OPTIONS (Details) | 12 Months Ended | ||||
Jul. 26, 2022 $ / shares shares | Dec. 31, 2022 USD ($) $ / shares shares | May 05, 2022 USD ($) | Feb. 15, 2022 $ / shares shares | Dec. 31, 2021 $ / shares | |
Warrant measurement input | $ 233 | ||||
Initial Measurement [Member] | Derivative Liability May 2022 [Member] | |||||
Principal | $ | $ 1,000,000 | ||||
Initial Measurement [Member] | Wainwright Investment Options [Member] | |||||
Value (per share) | $ 3.60 | ||||
Investment option term | 5 years | ||||
Number of investment options | shares | 70,000 | ||||
Initial Measurement [Member] | RD Investment Options [Member] | |||||
Value (per share) | $ 4.07 | ||||
Investment option term | 5 years 6 months | ||||
Number of investment options | shares | 375,000 | ||||
Initial Measurement [Member] | Pipe Investment Options [Member] | |||||
Value (per share) | $ 4.07 | ||||
Investment option term | 5 years 6 months | ||||
Number of investment options | shares | 625,000 | ||||
Initial Measurement [Member] | Measurement Input, Share Price [Member] | Wainwright Investment Options [Member] | |||||
Investment, stock price | $ 6.33 | ||||
Investment, exercise price | 10 | ||||
Initial Measurement [Member] | Measurement Input, Share Price [Member] | RD Investment Options [Member] | |||||
Investment, stock price | 6.33 | ||||
Investment, exercise price | 7.78 | ||||
Initial Measurement [Member] | Measurement Input, Share Price [Member] | Pipe Investment Options [Member] | |||||
Investment, stock price | 6.33 | ||||
Investment, exercise price | $ 7.78 | ||||
Initial Measurement [Member] | Measurement Input, Expected Dividend Rate [Member] | Derivative Liability May 2022 [Member] | |||||
Market rate | 5 | ||||
Initial Measurement [Member] | Measurement Input, Expected Dividend Rate [Member] | Wainwright Investment Options [Member] | |||||
Investment, measurement input | |||||
Initial Measurement [Member] | Measurement Input, Expected Dividend Rate [Member] | RD Investment Options [Member] | |||||
Investment, measurement input | |||||
Initial Measurement [Member] | Measurement Input, Expected Dividend Rate [Member] | Pipe Investment Options [Member] | |||||
Investment, measurement input | |||||
Initial Measurement [Member] | Measurement Input, Option Volatility [Member] | Wainwright Investment Options [Member] | |||||
Investment, measurement input | 80 | ||||
Initial Measurement [Member] | Measurement Input, Option Volatility [Member] | RD Investment Options [Member] | |||||
Investment, measurement input | 80 | ||||
Initial Measurement [Member] | Measurement Input, Option Volatility [Member] | Pipe Investment Options [Member] | |||||
Investment, measurement input | 80 | ||||
Initial Measurement [Member] | Measurement Input, Risk Free Interest Rate [Member] | Wainwright Investment Options [Member] | |||||
Investment, measurement input | 2.9 | ||||
Initial Measurement [Member] | Measurement Input, Risk Free Interest Rate [Member] | RD Investment Options [Member] | |||||
Investment, measurement input | 2.9 | ||||
Initial Measurement [Member] | Measurement Input, Risk Free Interest Rate [Member] | Pipe Investment Options [Member] | |||||
Investment, measurement input | 2.9 | ||||
Initial Measurement [Member] | Measurement Input Market Rate [Member] | Derivative Liability May 2022 [Member] | |||||
Market rate | 4.4 | ||||
Initial Measurement [Member] | February Warrants [Member] | |||||
Warrants term | 5 years | ||||
Warrants, number of warrants | shares | 460,000 | ||||
Value (per share) | $ 8 | ||||
Initial Measurement [Member] | February Warrants [Member] | Measurement Input, Share Price [Member] | |||||
Warrant measurement input | 15.75 | ||||
Initial Measurement [Member] | February Warrants [Member] | Measurement Input, Exercise Price [Member] | |||||
Warrant measurement input | $ 27.50 | ||||
Initial Measurement [Member] | February Warrants [Member] | Measurement Input, Expected Dividend Rate [Member] | |||||
Warrants, measurement input | |||||
Initial Measurement [Member] | February Warrants [Member] | Measurement Input, Option Volatility [Member] | |||||
Warrants, measurement input | 74.1 | ||||
Initial Measurement [Member] | February Warrants [Member] | Measurement Input, Risk Free Interest Rate [Member] | |||||
Warrants, measurement input | 1.9 | ||||
Initial Measurement [Member] | July Warrants [Member] | |||||
Warrants term | 5 years 6 months | ||||
Warrants, number of warrants | shares | 122,000 | ||||
Value (per share) | $ 4.07 | ||||
Initial Measurement [Member] | July Warrants [Member] | Measurement Input, Share Price [Member] | |||||
Warrant measurement input | 6.33 | ||||
Initial Measurement [Member] | July Warrants [Member] | Measurement Input, Exercise Price [Member] | |||||
Warrant measurement input | $ 7.78 | ||||
Initial Measurement [Member] | July Warrants [Member] | Measurement Input, Expected Dividend Rate [Member] | |||||
Warrants, measurement input | |||||
Initial Measurement [Member] | July Warrants [Member] | Measurement Input, Option Volatility [Member] | |||||
Warrants, measurement input | 80 | ||||
Initial Measurement [Member] | July Warrants [Member] | Measurement Input, Risk Free Interest Rate [Member] | |||||
Warrants, measurement input | 2.9 | ||||
Subsequent Measurement [Member] | Derivative Liability May 2022 [Member] | |||||
Principal | $ | $ 1,000,000 | ||||
Subsequent Measurement [Member] | Wainwright Investment Options [Member] | |||||
Value (per share) | $ 0.64 | ||||
Investment option term | 4 years 7 months 6 days | ||||
Number of investment options | shares | 70,000 | ||||
Subsequent Measurement [Member] | RD Investment Options [Member] | |||||
Value (per share) | $ 0.81 | ||||
Investment option term | 5 years 1 month 6 days | ||||
Number of investment options | shares | 375,000 | ||||
Subsequent Measurement [Member] | Pipe Investment Options [Member] | |||||
Value (per share) | $ 0.81 | ||||
Investment option term | 5 years 1 month 6 days | ||||
Number of investment options | shares | 625,000 | ||||
Subsequent Measurement [Member] | Measurement Input, Share Price [Member] | Wainwright Investment Options [Member] | |||||
Investment, stock price | $ 2.08 | ||||
Investment, exercise price | 10 | ||||
Subsequent Measurement [Member] | Measurement Input, Share Price [Member] | RD Investment Options [Member] | |||||
Investment, stock price | 2.08 | ||||
Investment, exercise price | 7.78 | ||||
Subsequent Measurement [Member] | Measurement Input, Share Price [Member] | Pipe Investment Options [Member] | |||||
Investment, stock price | 2.08 | ||||
Investment, exercise price | $ 7.78 | ||||
Subsequent Measurement [Member] | Measurement Input, Expected Dividend Rate [Member] | Wainwright Investment Options [Member] | |||||
Investment, measurement input | |||||
Subsequent Measurement [Member] | Measurement Input, Expected Dividend Rate [Member] | RD Investment Options [Member] | |||||
Investment, measurement input | |||||
Subsequent Measurement [Member] | Measurement Input, Expected Dividend Rate [Member] | Pipe Investment Options [Member] | |||||
Investment, measurement input | |||||
Subsequent Measurement [Member] | Measurement Input, Option Volatility [Member] | Wainwright Investment Options [Member] | |||||
Investment, measurement input | 78 | ||||
Subsequent Measurement [Member] | Measurement Input, Option Volatility [Member] | RD Investment Options [Member] | |||||
Investment, measurement input | 77 | ||||
Subsequent Measurement [Member] | Measurement Input, Option Volatility [Member] | Pipe Investment Options [Member] | |||||
Investment, measurement input | 77 | ||||
Subsequent Measurement [Member] | Measurement Input, Risk Free Interest Rate [Member] | Wainwright Investment Options [Member] | |||||
Investment, measurement input | 4 | ||||
Subsequent Measurement [Member] | Measurement Input, Risk Free Interest Rate [Member] | RD Investment Options [Member] | |||||
Investment, measurement input | 4 | ||||
Subsequent Measurement [Member] | Measurement Input, Risk Free Interest Rate [Member] | Pipe Investment Options [Member] | |||||
Investment, measurement input | 4 | ||||
Subsequent Measurement [Member] | Measurement Input Market Rate [Member] | Derivative Liability May 2022 [Member] | |||||
Market rate | 6.1 | ||||
Subsequent Measurement [Member] | Measurement Input Dividend Rate [Member] | Derivative Liability May 2022 [Member] | |||||
Market rate | 5 | ||||
Subsequent Measurement [Member] | January 2021 Warrants [Member] | |||||
Warrants term | 3 years | ||||
Warrants, number of warrants | shares | 36,429 | ||||
Value (per share) | |||||
Subsequent Measurement [Member] | January 2021 Warrants [Member] | Measurement Input, Share Price [Member] | |||||
Warrant measurement input | 2.08 | ||||
Subsequent Measurement [Member] | January 2021 Warrants [Member] | Measurement Input, Exercise Price [Member] | |||||
Warrant measurement input | $ 247.50 | ||||
Subsequent Measurement [Member] | January 2021 Warrants [Member] | Measurement Input, Expected Dividend Rate [Member] | |||||
Warrants, measurement input | |||||
Subsequent Measurement [Member] | January 2021 Warrants [Member] | Measurement Input, Option Volatility [Member] | |||||
Warrants, measurement input | 79 | ||||
Subsequent Measurement [Member] | January 2021 Warrants [Member] | Measurement Input, Risk Free Interest Rate [Member] | |||||
Warrants, measurement input | 4.20 | ||||
Subsequent Measurement [Member] | February 2021 Warrants [Member] | |||||
Warrants term | 3 years 1 month 6 days | ||||
Warrants, number of warrants | shares | 34,281 | ||||
Value (per share) | |||||
Subsequent Measurement [Member] | February 2021 Warrants [Member] | Measurement Input, Share Price [Member] | |||||
Warrant measurement input | 2.08 | ||||
Subsequent Measurement [Member] | February 2021 Warrants [Member] | Measurement Input, Exercise Price [Member] | |||||
Warrant measurement input | $ 245 | ||||
Subsequent Measurement [Member] | February 2021 Warrants [Member] | Measurement Input, Expected Dividend Rate [Member] | |||||
Warrants, measurement input | |||||
Subsequent Measurement [Member] | February 2021 Warrants [Member] | Measurement Input, Option Volatility [Member] | |||||
Warrants, measurement input | 78 | ||||
Subsequent Measurement [Member] | February 2021 Warrants [Member] | Measurement Input, Risk Free Interest Rate [Member] | |||||
Warrants, measurement input | 4.20 | ||||
Subsequent Measurement [Member] | February 2022 Warrants [Member] | |||||
Warrants term | 4 years 1 month 6 days | ||||
Warrants, number of warrants | shares | 338,000 | ||||
Value (per share) | $ 0.26 | ||||
Subsequent Measurement [Member] | February 2022 Warrants [Member] | Measurement Input, Share Price [Member] | |||||
Warrant measurement input | 2.08 | ||||
Subsequent Measurement [Member] | February 2022 Warrants [Member] | Measurement Input, Exercise Price [Member] | |||||
Warrant measurement input | $ 27.50 | ||||
Subsequent Measurement [Member] | February 2022 Warrants [Member] | Measurement Input, Expected Dividend Rate [Member] | |||||
Warrants, measurement input | |||||
Subsequent Measurement [Member] | February 2022 Warrants [Member] | Measurement Input, Option Volatility [Member] | |||||
Warrants, measurement input | 79 | ||||
Subsequent Measurement [Member] | February 2022 Warrants [Member] | Measurement Input, Risk Free Interest Rate [Member] | |||||
Warrants, measurement input | 4.10 | ||||
Subsequent Measurement [Member] | February 2022 Post Modification Warrants [Member] | |||||
Warrants term | 5 years 1 month 6 days | ||||
Warrants, number of warrants | shares | 122,000 | ||||
Value (per share) | $ 0.81 | ||||
Subsequent Measurement [Member] | February 2022 Post Modification Warrants [Member] | Measurement Input, Share Price [Member] | |||||
Warrant measurement input | 2.08 | ||||
Subsequent Measurement [Member] | February 2022 Post Modification Warrants [Member] | Measurement Input, Exercise Price [Member] | |||||
Warrant measurement input | $ 7.78 | ||||
Subsequent Measurement [Member] | February 2022 Post Modification Warrants [Member] | Measurement Input, Expected Dividend Rate [Member] | |||||
Warrants, measurement input | |||||
Subsequent Measurement [Member] | February 2022 Post Modification Warrants [Member] | Measurement Input, Option Volatility [Member] | |||||
Warrants, measurement input | 77 | ||||
Subsequent Measurement [Member] | February 2022 Post Modification Warrants [Member] | Measurement Input, Risk Free Interest Rate [Member] | |||||
Warrants, measurement input | 4 |
SCHEDULE OF FAIR VALUE OF WARRA
SCHEDULE OF FAIR VALUE OF WARRANT LIABILITIES AND DERIVATIVE LIABILITY AND INVESTMENT OPTIONS (Details) - Fair Value, Inputs, Level 3 [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Warrant [Member] | ||
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | ||
Total beginning balance | $ 653,674 | |
Initial value of warrant liability | 9,981,000 | |
Change in fair value | (9,327,326) | |
Issuance of May 2022 convertible preferred stock | 3,595,420 | |
Change in fair value, modification | 251,357 | |
Change in fair value | (4,315,236) | |
Total ending balance | 185,215 | 653,674 |
Derivative [Member] | ||
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | ||
Total beginning balance | ||
Issuance of May 2022 convertible preferred stock | 402,000 | |
Change in fair value | 325,000 | |
Total ending balance | 727,000 | |
Options Held [Member] | ||
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | ||
Total beginning balance | ||
Issuance of May 2022 convertible preferred stock | 4,323,734 | |
Change in fair value | (3,472,726) | |
Total ending balance | $ 851,008 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Line Items] | ||
Stock and warrants issued | $ 39,042,282 | |
Akos Securities Purchase Agreement [Member] | Series A Preferred Stock [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Sale of stock, price per share | $ 1,000 | |
Prefunded Common Stock Warrants [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Stock and warrants issued | $ 767,500 | |
Warrant exercise price | $ 0.0001 | |
Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful lives | 3 | |
Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful lives | 5 | |
UNITED STATES | ||
Property, Plant and Equipment [Line Items] | ||
Cash FDIC insured amount | $ 250,000 | |
CANADA | ||
Property, Plant and Equipment [Line Items] | ||
Cash FDIC insured amount | $ 100,000 |
SCHEDULE OF BUSINESS ACQUISITIO
SCHEDULE OF BUSINESS ACQUISITIONS (Details) (Parenthetical) | Sep. 16, 2021 shares |
Magic Med Industries inc [Member] | |
Business Acquisition [Line Items] | |
Common stock issued shares | 199,025 |
SCHEDULE OF BUSINESS ACQUISIT_2
SCHEDULE OF BUSINESS ACQUISITIONS (Details) - Magic Med Industries inc [Member] | Sep. 16, 2021 USD ($) |
Business Acquisition [Line Items] | |
Stock (9,951,217 common shares issued) | $ 27,067,310 |
Fair value of warrants issued | 10,724,578 |
Fair value of options issued | 1,250,394 |
Total purchase price | $ 39,042,282 |
SCHEDULE OF RECOGNIZED IDENTIFI
SCHEDULE OF RECOGNIZED IDENTIFIED ASSETS ACQUIRED AND LIABILITIES ASSUMED (Details) - Magic Med Industries inc [Member] | Sep. 16, 2021 USD ($) |
Assets acquired: | |
Cash | $ 3,055,328 |
Prepaid expenses and other current assets | 471,202 |
Government remittances recoverable | 25,606 |
Property and equipment | 118,935 |
Right-of-use lease assets | 201,653 |
Other assets | 10,155 |
In process research and development | 18,900,000 |
Psybrary and patent applications | 16,600,000 |
Goodwill | 9,834,855 |
Total assets acquired | 49,217,734 |
Liabilities assumed: | |
Accounts payable | 828,865 |
Accrued expenses and other liabilities | 83,007 |
Right-of-use lease liabilities | 201,653 |
Deferred tax liabilities | 9,061,927 |
Total liabilities assumed | 10,175,452 |
Estimated fair value of net assets acquired attributable to the Company | $ 39,042,282 |
SCHEDULE OF PROFORMA INFORMATIO
SCHEDULE OF PROFORMA INFORMATION (Details) - Magic Med Industries inc [Member] - USD ($) | 7 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Dec. 31, 2022 | |
Business Acquisition [Line Items] | ||
Revenues | $ 0 | $ 0 |
Net loss | $ 33,556,532 | $ (54,127,203) |
AMALGAMATION WITH MAGICMED IN_3
AMALGAMATION WITH MAGICMED INDUSTRIES INC (Details Narrative) - USD ($) | 7 Months Ended | 12 Months Ended | |||||
Sep. 16, 2021 | May 24, 2021 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Feb. 11, 2022 | Dec. 31, 2020 | |
Business Acquisition [Line Items] | |||||||
Shares issue and outstanding percentage | 36.60% | ||||||
Warrant exercises, shares | 4,434 | 4,434 | |||||
Fair value of warrants | $ (4,315,236) | $ (9,327,326) | |||||
Shares issuable pursuant to option exercises | 25,500 | 2,482 | |||||
Indefinite lived intangible assets | $ 6,375,492 | $ 6,375,492 | $ 0 | ||||
Good will | 1,587,634 | 1,587,634 | |||||
Operating lease right of use assets | 176,304 | 63,817 | 176,304 | ||||
Patents Application [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Indefinite lived intangible assets | 16,600,000 | 16,600,000 | |||||
In Process Research and Development [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Good will | 700,000 | $ 700,000 | |||||
Shares Consideration [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Shares issue and outstanding percentage | 20% | ||||||
Magic Med Industries inc [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Equity consideration on date of closing valued | $ 27,067,310 | ||||||
Fair value of options | 39,042,282 | ||||||
Intangible assets goodwill | 9,834,855 | ||||||
Assets acquired and liabilities assumed, finite-lived intangibles | 772,928 | ||||||
Deferred tax liabilities | $ 9,061,927 | ||||||
Revenues | 0 | 0 | |||||
Pro forma net income loss | $ 33,556,532 | (54,127,203) | |||||
Warrant [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Common stock issued for accounts payable, shares | 55,861 | ||||||
Warrant exercises, shares | 400,000 | ||||||
Amalgamation Agreement [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Shares issue and outstanding percentage | 31.70% | ||||||
Amalgamation Agreement [Member] | Magic Med Industries inc [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Ownership percentage | 100% | ||||||
Amalgamation Agreement [Member] | Magic Med Shares [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Common stock issued for accounts payable, shares | 199,025 | ||||||
Amalgamation Agreement [Member] | Magic Med Industries inc [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Acquisition equity interest issued value | $ 39,042,282 | ||||||
Acquired shares of common stock, shares | 37,463,673 | ||||||
Equity consideration on date of closing valued | $ 27,067,310 | ||||||
Warrant exercises, shares | 118,274 | ||||||
Fair value of warrants | $ 10,724,578 | ||||||
Fair value of options | 1,535,790 | ||||||
Fair value of options | 1,250,394 | ||||||
Acquisition costs | 285,396 | ||||||
Intangible assets goodwill | 9,834,855 | ||||||
Goodwill purchase accounting adjustments | 9,061,927 | ||||||
Deferred tax liabilities | 9,061,927 | ||||||
Assets acquired and liabilities assumed, indefinite-lived intangible assets | $ 777,928 | ||||||
Amalgamation Agreement [Member] | Magic Med Industries inc [Member] | General and Administrative Expenses [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Acquisition costs | $ 650,000 | ||||||
Amalgamation Agreement [Member] | Magic Med Industries inc [Member] | Maximum [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Shares issuable pursuant to option exercises | 19,477 | ||||||
Amalgamation Agreement [Member] | Redeemable Preferred Shares [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Shares issued price per share | $ 0.000001 | ||||||
Amalgamation Agreement [Member] | Warrant [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Shares issued warrants and converted options, shares | 148,083 |
SCHEDULE OF GOODWILL INDEFINITE
SCHEDULE OF GOODWILL INDEFINITE AND FINITE LIVED INTANGIBLE ASSETS (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Balance, Goodwill | $ 1,587,634 | |
Acquired during the year | 9,834,855 | |
Impairment losses | (1,486,060) | (8,225,862) |
Loss on currency translation | (101,574) | (21,359) |
Balance, Goodwill | 1,587,634 | |
Balance, Indefinite lived intangible assets | 6,375,492 | 0 |
Acquired during the year | 35,500,000 | |
Impairment losses | (5,967,602) | (29,048,164) |
Loss on currency translation | (407,890) | (76,344) |
Balance, Indefinite lived intangible assets | 6,375,492 | |
Balance, Definite lived intangible assets | 548,436 | 1,817,721 |
Acquired during the year | 675,000 | |
Amortization | (168,750) | (643,333) |
Impairment loss | 0 | (1,404,892) |
Gain on currency translation | 103,940 | |
Balance, Definite lived intangible assets | $ 379,686 | $ 548,436 |
SCHEDULE OF FINITE LIVED INTANG
SCHEDULE OF FINITE LIVED INTANGIBLE ASSETS AMORTIZATION EXPENSE (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
2023 | $ 168,750 | ||
2024 | 168,750 | ||
2025 | 42,186 | ||
Finite lived Assets Amortization Expense | $ 379,686 | $ 548,436 | $ 1,817,721 |
INTANGIBLE ASSETS AND GOODWIL_2
INTANGIBLE ASSETS AND GOODWILL (Details Narrative) - USD ($) | 12 Months Ended | ||
Mar. 05, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Defined Benefit Plan Disclosure [Line Items] | |||
Goodwill impairment loss | $ 1,486,060 | $ 8,225,862 | |
Identified indefinite lived assets, impairment loss | 5,967,602 | 29,048,164 | |
Identified definite lived assets, impairment loss | 0 | 1,404,892 | |
Intangible assets, amortization expense | 168,750 | 643,333 | |
Definite lived intangible assets, accumulated amortization | 295,314 | 126,564 | |
Goodwill aggregate impairment | 9,711,922 | 8,225,862 | |
Indefinite lived assets impairment | 35,015,766 | 29,048,164 | |
Finite lived intangible assets impairment | $ 1,404,892 | $ 1,404,892 | |
Diverse Biotech, Inc. [Member] | Exclusive License Agreement [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Payment of upfront investment | $ 675,000 |
SCHEDULE OF PROPERTY PLANT AND
SCHEDULE OF PROPERTY PLANT AND EQUIPMENT NET OF ACCUMULATED DEPRECIATION (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Less: Accumulated depreciation | $ (178,775) | $ (27,345) |
Property and equipment, net of accumulated depreciation | 677,485 | 294,430 |
Lab Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and Equipment, gross | 831,123 | 310,957 |
Computer Equipment and Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and Equipment, gross | $ 25,137 | $ 10,818 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation | $ 159,160 | $ 13,310 |
SCHEDULE OF ACCRUED LIABILITIES
SCHEDULE OF ACCRUED LIABILITIES (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Payables and Accruals [Abstract] | ||
Product development | $ 195,104 | $ 224,536 |
Accrued salaries and wages | 1,175,963 | 594,784 |
Professional fees | 83,255 | 335,401 |
Patent costs | 251,333 | 138,000 |
Total accrued expenses | $ 1,705,655 | $ 1,292,721 |
SCHEDULE OF STOCK OPTION (Detai
SCHEDULE OF STOCK OPTION (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Equity [Abstract] | |||
Number of Shares, Outstanding at beginning | 23,829 | 18,596 | |
Weighted Average Exercise Price, Outstanding at beginning | $ 79 | $ 76.50 | |
Weighted Average Grant Date Fair Value, Outstanding at beginning | $ 103.50 | $ 125 | |
Weighted average remaining contractual term, outstanding balance | 4 years 1 month 6 days | 6 years 1 month 6 days | |
Aggregate Intrinsic Value, Outstanding | $ 34,333 | $ 2,537,245 | |
Number of Shares, Granted | 25,500 | 2,482 | |
Weighted Average Exercise Price, Granted | $ 3.07 | $ 149 | |
Weighted Average Exercise Price, Granted | $ 2.58 | $ 116 | |
Number of Shares,Options assumed pursuant to acquisition of Magic Med | 19,477 | ||
Weighted Average Exercise Price, Options assumed pursuant to acquisition of Magic Med | $ 67 | ||
Weighted Average Grant Date Fair Value, Options assumed pursuant to acquisition of Magic Med | $ 92 | ||
Number of Shares, Exercised | (2,876) | ||
Weighted Average Exercise Price, Exercised | $ 11.50 | ||
Weighted Average Grant Date Fair Value, Exercised | $ 284.50 | ||
Number of Shares, Expired, forfeited, or cancelled | (13,850) | ||
Weighted Average Exercise Price, Expired, forfeited, or cancelled | $ 81 | $ 84.50 | |
Weighted Average Remaining Contractual Term (years) | 5 years 3 months 18 days | ||
Number of shares, forfeited | (1,000) | ||
Weighted average exercise price, forfeited | $ 175 | ||
Weighted average grant date fair value, forfeited | $ 140.50 | ||
Number of Shares, Outstanding at end | 48,329 | 23,829 | 18,596 |
Weighted Average Exercise Price, Outstanding at end | $ 37.05 | $ 79 | $ 76.50 |
Weighted Average Grant Date Fair Value, Outstanding at end | 44.82 | $ 103.50 | $ 125 |
Exercisable shares at end | 20,774 | ||
Exercisable weighted average price at end | 74.65 | ||
Weighted average grant date fair value, exercisable | $ 100.49 | ||
Weighted average remaining contractual term, exercisable | 3 years 8 months 12 days |
SCHEDULE OF STOCK OPTION ASSUMP
SCHEDULE OF STOCK OPTION ASSUMPTION (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Term (years) | 5 years 6 months | |
Stock price | $ 3.07 | |
Exercise price | $ 3.07 | |
Dividend yield | 0% | 0% |
Expected volatility | 112% | |
Risk free interest rate | 3.90% | |
Minimum [Member] | ||
Term (years) | 2 years 6 months | |
Stock price | $ 102 | |
Exercise price | $ 102 | |
Expected volatility | 76% | |
Risk free interesr rate | 1.10% | |
Maximum [Member] | ||
Term (years) | 7 years | |
Stock price | $ 175 | |
Exercise price | $ 175 | |
Expected volatility | 79% | |
Risk free interesr rate | 1.60% |
SCHEDULE OF RESTRICTED COMMON S
SCHEDULE OF RESTRICTED COMMON STOCK AND AWARDS ACTIVITY (Details) - Restricted Stock [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Number of shares, Nonvested at beginning | 1,031 | |
Weighted average grant date fair value, Non-vested at beginning | $ 141.50 | |
Number of shares, Nonvested at beginning | 2,516 | |
Weighted average grant date fair value, Non-vested Granted | $ 178.50 | |
Number of shares, vested | (331) | (1,485) |
Weighted average fair value, vested | $ 130.40 | $ 204.50 |
Number of shares, forfeited | (700) | |
Weighted average fair value, forfeited | $ 146.50 | |
Number of shares, Nonvested at end | 1,031 | |
Weighted average fair value, non-vested ending | $ 141.50 |
SCHEDULE OF RESTRICTED STOCK UN
SCHEDULE OF RESTRICTED STOCK UNITS AND AWARDS ACTIVITY (Details) - Restricted Stock Units (RSUs) [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Number of shares, Nonvested at beginning | 62,013 | |
Weighted average grant date fair value, Non-vested at beginning | $ 126 | |
Number of shares, granted | 37,445 | 125,169 |
Weighted average fair value, granted | $ 33.50 | $ 172 |
Number of shares, forfeited | (26,772) | (7,439) |
Weighted average fair value, forfeited | $ 79.64 | $ 152 |
Number of shares, vested | (8,633) | (55,717) |
Weighted average fair value, vested | $ 130.55 | $ 226 |
Number of shares, Nonvested at end | 64,053 | 62,013 |
Weighted average fair value, non-vested ending | $ 92.57 | $ 126 |
SCHEDULE OF STOCK-BASED COMPENS
SCHEDULE OF STOCK-BASED COMPENSATION FOR RESTRICTED STOCK UNITS (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Total | $ 2,416,266 | $ 12,304,514 |
General and Administrative Expense [Member] | ||
Total | 1,389,359 | 11,463,870 |
Research and Development Expense [Member] | ||
Total | $ 1,026,907 | $ 840,644 |
SCHEDULE OF WARRANTS OUTSTANDIN
SCHEDULE OF WARRANTS OUTSTANDING (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Intrinsic Value, Outstanding | $ 801,024 | $ 8,923,797 |
Exchanged for common stock | (15,363) | |
Intrinsic Value, Outstanding | $ 5,514 | $ 801,024 |
Warrant [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Warrant shares outstanding at beginning | 195,463 | 74,617 |
Weighted average exercise Price, Outstanding at beginning | $ 131 | $ 102.50 |
Sharebased compensation arrangement by sharebased payment award nonoption equity instruments outstanding weighted average remaining contractual term beginning | 3 years 4 months 24 days | 5 years 2 months 12 days |
Warrant shares outstanding, issued | 1,227,500 | 82,923 |
Weighted average exercise price, issued | $ 10.31 | $ 210 |
Warrant shares outstanding, Assumed pursuant to acquisition of Magic Med | 118,274 | |
Weighted average exercise price, Assumed pursuant to acquisition of Magic Med | $ 65.50 | |
Warrant shares outstanding, Exercised | (767,500) | (64,988) |
Weighted average exercise price, Exercised | $ 50.50 | |
Weighted average exercise price, Exchanged for common stock | $ 232.50 | |
Warrant shares outstanding at end | 655,463 | 195,463 |
Weighted average exercise price, Outstanding at end | $ 58.36 | $ 131 |
Sharebased compensation arrangement by sharebased payment award non option equity instruments outstanding weighted average remaining contractual term ending | 3 years 7 months 6 days | |
Warrant shares outstanding, exercisable | 655,463 | |
Weighted average exercise price, exercisable | $ 58.36 | |
Weighted average remaining life, exercisable | 3 years 7 months 6 days | |
Intrinsic value, exercisable | $ 5,514 |
SCHEDULE OF WARRANTS AND INVEST
SCHEDULE OF WARRANTS AND INVESTMENT OPTIONS (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Intrinsic Value, Outstanding | $ 801,024 | $ 8,923,797 |
Intrinsic Value, Outstanding | $ 5,514 | $ 801,024 |
Investment Options [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Warrant shares outstanding at beginning | ||
Weighted average exercise price, outstanding beginning | ||
Intrinsic Value, Outstanding | ||
Investment options outstanding, issued | 1,070,000 | |
Weighted average exercise price, issued | $ 7.93 | |
Warrant shares outstanding at end | 1,070,000 | |
Weighted average exercise price, Outstanding at end | $ 7.93 | |
Weighted average remaining life, outstanding ended | 5 years 1 month 6 days | |
Intrinsic Value, Outstanding | ||
Warrant shares outstanding, exercisable | 1,070,000 | |
Weighted average exercise price, exercisable | $ 7.93 | |
Weighted average remaining life, exercisable | 5 years 1 month 6 days | |
Intrinsic value, exercisable |
SHARE CAPITAL AND OTHER EQUIT_3
SHARE CAPITAL AND OTHER EQUITY INSTRUMENTS (Details Narrative) - USD ($) | 12 Months Ended | ||||||||||||||
Jul. 26, 2022 | Jul. 26, 2022 | Jul. 22, 2022 | Jul. 14, 2022 | May 03, 2022 | Feb. 15, 2022 | Feb. 11, 2022 | Sep. 16, 2021 | Feb. 11, 2021 | Jan. 14, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 30, 2021 | Feb. 14, 2022 | Dec. 30, 2020 | |
Class of Stock [Line Items] | |||||||||||||||
Common stock voting rights | The holders of the Company’s common stock are entitled to one vote per share. | ||||||||||||||
Common stock, shares authorized | 100,000,000 | 100,000,000 | |||||||||||||
Preferred Stock, shares authorized | 20,000,000 | 20,000,000 | 20,000,000 | ||||||||||||
Proceeds from common stock | $ 17,222,099 | $ 21,614,488 | |||||||||||||
Number of shares issued | 4,434 | ||||||||||||||
Exercise price | $ 233 | ||||||||||||||
Cashless exercise of stock option | 2,876 | ||||||||||||||
Inducement expense | $ 1,125,291 | ||||||||||||||
Incentive plan description | (i) increase the aggregate number of shares available for the grant of awards by 146,083 shares to a total of 200,000 shares, and (ii) add an “evergreen” provision whereby the number of shares authorized for issuance pursuant to awards under the Incentive Plan will be automatically increased on the first trading date immediately following the date the Company issues any share of Common Stock (defined below) to any person or entity, to the extent necessary so that the number of shares of the Company’s Common Stock authorized for issuance under the Incentive Plan will equal the greater of (x) 200,000 shares, and (y) 15% of the total number of shares of the Company’s Common Stock outstanding as of such issuance date. The Plan Amendment was approved by the Company’s stockholders at a special meeting of the Company’s stockholders held on July 14, 2022. | ||||||||||||||
Stock option Exercised | 0 | 2,876 | |||||||||||||
Cashless issuance of common stock | 0 | 2,685 | |||||||||||||
Stock based compensation, expenses | $ 2,416,266 | $ 12,304,514 | |||||||||||||
Options to purchase, shares | 25,500 | 2,482 | |||||||||||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | 4,434 | ||||||||||||||
Class of warrant exercised | 2,188 | ||||||||||||||
Exchange of common stock warrants | 2,188 | ||||||||||||||
Purchase of warrant outstanding | 19,464 | ||||||||||||||
Purchase of common stock | 13,176 | ||||||||||||||
Inducement expenses related to fair value of new award | $ 826,577 | ||||||||||||||
Ameri [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Purchase of common stock | 4,434 | ||||||||||||||
Magic Med Industries [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Number of shares issued | 199,025 | ||||||||||||||
Number of values issued | $ 39,042,282 | ||||||||||||||
Common Stock [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Purchase of common stock | 60,000 | ||||||||||||||
Exercise of warrants, shares | 52,861 | ||||||||||||||
Number of shares issued | 400,000 | 65,509 | |||||||||||||
Conversion of stock options into restricted stock, shares | 1,223 | ||||||||||||||
Cashless exercise of stock option | 2,685 | ||||||||||||||
Conversion of warrants | 65,509 | ||||||||||||||
Restricted Stock units outstanding | 899 | ||||||||||||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | 27.50 | ||||||||||||||
Common Stock [Member] | Maximum [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | 60,000 | ||||||||||||||
Warrant [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Purchase of common stock | 55,861 | ||||||||||||||
Proceeds from issuance of warrants | $ 3,285,171 | ||||||||||||||
Cashless exercise of stock option | 2,685 | ||||||||||||||
Conversion of warrants | 20,307 | ||||||||||||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | 400,000 | ||||||||||||||
Sale of stock price per share | $ 25 | ||||||||||||||
Purchase of additional warrants | 60,000 | ||||||||||||||
Exchange of common stock warrants | 13,176 | ||||||||||||||
Placement Agent Preferred Investment Options [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Purchase of common stock | 70,000 | ||||||||||||||
Exercise price | $ 10 | $ 10 | |||||||||||||
Restricted Stock Units (RSUs) [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Conversion of stock options into restricted stock, shares | 1,223 | ||||||||||||||
Stock based compensation, expenses | $ 2,416,266 | $ 12,304,514 | |||||||||||||
Stock-based compensation, unamortized | $ 3,225,701 | ||||||||||||||
Weighted average period | 2 years 9 months 18 days | ||||||||||||||
Common stock , shares issued restricted stock awards | 8,633 | 55,717 | |||||||||||||
Restricted Stock Units (RSUs) [Member] | Long Term Incentive Plan [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Number of shares vested | 64,053 | 62,013 | |||||||||||||
Restricted Stock Units (RSUs) [Member] | Common Stock [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Common stock , shares issued restricted stock awards | 1,856 | ||||||||||||||
Number of shares vested | 62,492 | ||||||||||||||
Restricted Stock [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Conversion of stock options into restricted stock, shares | 899 | ||||||||||||||
Inducement expense | $ 298,714 | ||||||||||||||
Stock based compensation, expenses | $ 24,363 | $ 231,631 | |||||||||||||
Options to purchase, shares | 6,509 | 843 | |||||||||||||
Common stock , shares issued restricted stock awards | 331 | 1,485 | |||||||||||||
Restricted Stock [Member] | Long Term Incentive Plan [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Number of shares vested | 62,492 | 55,717 | |||||||||||||
Restricted Stock units outstanding | 126,545 | 117,730 | |||||||||||||
Restricted Stock [Member] | Common Stock [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Common stock , shares issued restricted stock awards | 708 | ||||||||||||||
Share-Based Payment Arrangement, Option [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Stock based compensation, expenses | $ 180,042 | $ 60,856 | |||||||||||||
Stock-based compensation, unamortized | $ 240,850 | ||||||||||||||
Options to purchase, shares | 11,209 | ||||||||||||||
Equity Option [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Weighted average period | 1 year 10 months 24 days | ||||||||||||||
Registered Direct Securities Purchase Agreement [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Purchase of common stock | 375,000 | 375,000 | |||||||||||||
Purchase of common stock | 258,500 | ||||||||||||||
Proceeds from issuance of warrants | $ 3,000,000 | ||||||||||||||
Number of shares issued | 116,500 | ||||||||||||||
Exercise price | $ 0.0001 | ||||||||||||||
Exercise price | $ 7.78 | ||||||||||||||
PIPE Securities Purchase Agreement [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Purchase of common stock | 625,000 | 625,000 | |||||||||||||
Purchase of common stock | 509,000 | ||||||||||||||
Proceeds from issuance of warrants | $ 5,000,000 | ||||||||||||||
Number of shares issued | 116,000 | ||||||||||||||
Exercise price | $ 7.78 | ||||||||||||||
Wainwright Amendment Agreements [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Purchase of common stock | 122,000 | ||||||||||||||
Exercise price | $ 7.78 | $ 27.50 | |||||||||||||
Warrant expiration | Feb. 15, 2027 | ||||||||||||||
Underwriters [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Purchase of common stock | 60,000 | ||||||||||||||
Purchase of common stock | 60,000 | ||||||||||||||
Exercise of warrants, shares | 60,000 | ||||||||||||||
Proceeds from issuance of warrants | $ 9,100,000 | ||||||||||||||
Offering expense | 5,800,000 | ||||||||||||||
Warrant liability | 3,600,000 | ||||||||||||||
Remaining recorded expenses | $ 300,000 | ||||||||||||||
Consultant [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Purchase of common stock | 283 | ||||||||||||||
Value of shares issued, services | $ 33,467 | ||||||||||||||
Holder [Member] | Common Stock [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Number of shares issued | 19,464 | ||||||||||||||
IPO [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Purchase of common stock | 400,000 | ||||||||||||||
Purchase of common stock | 400,000 | ||||||||||||||
Proceeds from common stock | $ 10,000,000 | ||||||||||||||
Offering [Member] | Expense [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Payments of stock issuance costs recorded expense | $ 527,000 | $ 663,000 | |||||||||||||
Offering [Member] | Common Stock [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Purchase of common stock | 60,141 | 44,427 | |||||||||||||
Proceeds from issuance of warrants | $ 12,800,000 | $ 10,000,000 | |||||||||||||
Exercise price | $ 225 | ||||||||||||||
Offering [Member] | Warrant [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Purchase of common stock | 1,503,513 | 33,321 | |||||||||||||
Share issued per share | $ 245 | $ 247.50 | |||||||||||||
Issuance of initial public offering | $ 11,624,401 | $ 8,800,087 | |||||||||||||
Amount allocated to share capital | 7,016,401 | 4,617,087 | |||||||||||||
Amount allocated to warrant liability | $ 5,135,000 | $ 4,846,000 | |||||||||||||
Series B Preferred Stock [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Preferred Stock, shares authorized | 3,600,000 | 3,600,000 | 3,600,000 | ||||||||||||
Preferred stock, conversion | 3,275,407 | ||||||||||||||
Number of shares converted to common stock | 65,509 | ||||||||||||||
Preferred stock outstanding | 0 | 0 | |||||||||||||
Number of shares issued | 3,275,407 | ||||||||||||||
Series C Preferred Stock [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Preferred stock voting rights | Each share of Series C Preferred Stock was entitled to receive $0.10 in cash for each 10 whole shares of Series C Preferred Stock immediately prior to the Redemption. As of June 30, 2022, there were | ||||||||||||||
Redeemable preferred stock, shares outstanding | 52,684.548 | ||||||||||||||
Preferred Stock authorized for future issuances | 100,000 | ||||||||||||||
PIPE Securities Purchase Agreement [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Exercise price | $ 0.0001 | ||||||||||||||
RD Offering and Pipe Investment Options [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Proceeds from RD offerings | $ 8,000,000 | ||||||||||||||
Offerings costs | 7,100,000 | $ 251,357 | |||||||||||||
Payments of allocated equity | 3,200,000 | ||||||||||||||
Payments of investment option liability | 4,300,000 | ||||||||||||||
Payments of stock issuance costs recorded expense | $ 400,000 |
SCHEDULE OF RECONCILIATION CHAN
SCHEDULE OF RECONCILIATION CHANGE IN REDEEMBALE NONCONTROLLING INTEREST (Details) | 12 Months Ended |
Dec. 31, 2022 USD ($) shares | |
Redeemable Non-controlling Interest | |
Beginning balance | |
Redeemable noncontrolling interest, net of $402,000 embedded derivative and net of issuance costs of $41,962 | shares | 556,038 |
Issuance of redeemable noncontrolling Series C preferred stock | $ 33,014 |
Accretion of embedded derivative to redemption value | 295,976 |
Ending balance | $ 885,028 |
SCHEDULE OF RECONCILIATION CH_2
SCHEDULE OF RECONCILIATION CHANGE IN REDEEMBALE NONCONTROLLING INTEREST (Details) (Parenthetical) | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Redeemable Non-controlling Interest | |
Redeemable noncontrolling interest embedded derivative | $ 402,000 |
Redeemable noncontrolling interest issuance costs | $ 41,962 |
REDEEMABLE NON-CONTROLLING IN_3
REDEEMABLE NON-CONTROLLING INTEREST (Details Narrative) - USD ($) | 12 Months Ended | ||
May 05, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Sale of stock | 4,434 | ||
Common stock par value | $ 0.01 | $ 0.01 | |
Akos Securities Purchase Agreement [Member] | |||
Common stock par value | $ 0.01 | ||
Sale of stock, value | $ 4,000,000 | ||
Spin-off and related private placement, description | Pursuant to the Akos Purchase Agreement, Akos has agreed to pay Palladium a fee equal to 9% of the aggregate gross proceeds raised from the sale of the shares of the Akos Series A Preferred Stock and a non-accountable expense allowance of 1% of the aggregate gross proceeds raised the sale of the Akos Series A Preferred Stock in the Akos Private Placement. The fee due in connection with the Akos Private Placement shall be paid to Palladium in the form of convertible preferred stock and warrants on similar terms to the securities issued in the Akos Private Placement. | ||
Warrants to purchase common stock, percentage | 8% | ||
Akos Securities Purchase Agreement [Member] | Maximum [Member] | |||
Sale of stock, value | $ 5,000,000 | ||
Akos Securities Purchase Agreement [Member] | Series A Convertible Preferred Stock [Member] | |||
Sale of stock | 5,000 | ||
Sale of stock, price per share | $ 1,000 | ||
Akos Securities Purchase Agreement [Member] | Series A Preferred Stock [Member] | |||
Sale of stock | 1,000 | ||
Sale of stock, price per share | $ 1,000 | ||
Sale of stock, value | $ 1,000,000 | ||
Securities Purchase Agreement [Member] | |||
Sale of stock, price per share | $ 1,000 | ||
Securities Purchase Agreement [Member] | Series A Preferred Stock [Member] | Akos [Member] | |||
Percentage of stock issued and outstanding | 25% | ||
Dividend rate | 5% | 5% | |
Redemption value of redeemable noncontrolling interest | $ 1,000,000 | ||
Approximate value of redeemable noncontrolling interest | $ 1,033,000 |
SCHEDULE OF LEASE ASSETS AND LI
SCHEDULE OF LEASE ASSETS AND LIABILITIES (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Commitments and Contingencies Disclosure [Abstract] | ||
Total leased assets | $ 63,817 | $ 176,304 |
Operating Lease, Liability, Current | 63,820 | 107,442 |
Operating Lease, Liability, Noncurrent | 68,861 | |
Operating Lease, Liability | $ 63,820 | $ 176,303 |
SCHEDULE OF FUTURE MINIMUM RENT
SCHEDULE OF FUTURE MINIMUM RENTAL PAYMENT (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Commitments and Contingencies Disclosure [Abstract] | ||
2023 | $ 64,235 | |
Total future minimum lease payments | 64,235 | |
Less: present value adjustment | (415) | |
Present value of lease payments | $ 63,820 | $ 176,303 |
SCHEDULE OF WEIGHTED AVERAGE RE
SCHEDULE OF WEIGHTED AVERAGE REMAINING LEASE TERM (Details) | Dec. 31, 2022 | Dec. 31, 2021 |
Commitments and Contingencies Disclosure [Abstract] | ||
Remaining lease term | 7 months 6 days | 1 year 7 months 6 days |
Operating lease discount rate | 12% | 12% |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 26, 2017 | Dec. 31, 2022 | Dec. 31, 2021 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
License agreement description | Jay Pharma, Tikkun Olam LLC (“TO LLC”) and Tikkun Olam Hemp LLC (“TOH”) entered into a license agreement dated on January 10, 2020, pursuant to which Jay Pharma would acquire certain in-licensed and owned intellectual property rights related to the cannabis products in the United States (presently excluding the state of New York) from TO LLC and TOH, each of which is an affiliate of TO Holdings Group LLC, in exchange for royalty payments of (i) four percent (4.0%) of net sales of OTC cancer products made via consumer channels; and (ii) five percent (5.0%) of net sales of beauty products made via consumer channels; and (iii) three percent (3.0%) of net sales of OTC cancer products made via professional channels, along with a minimum net royalty payment starting in January 1, 2022 and progressively increasing up to a cap of $400,000 maximum each year for the first 10 years, then $600,000 maximum each year for the next 5 years, and an annual maximum cap of $750,000 each year thereafter during the term of the agreement | ||
Future cash | $ 17,723,884 | $ 17,355,999 | |
Rent expenses | 120,667 | $ 30,586 | |
Vogal Nathan Purchase Agreement [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Royalties percentage | 2% | ||
Payments for royalties | $ 20,000,000 | ||
Vogal Nathan Purchase Agreement [Member] | One Time Milestone [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Long-term purchase commitment, amount | 200,000 | ||
Vogal Nathan Purchase Agreement [Member] | Additional Milestone [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Long-term purchase commitment, amount | $ 300,000 | ||
Other Consulting and Vendor Agreements [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Future cash | $ 400,000 |
SCHEDULE OF EARNING (LOSS) BEFO
SCHEDULE OF EARNING (LOSS) BEFORE INCOME TAX (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
United States | $ (7,251,228) | $ (15,420,364) |
Foreign | (12,706,165) | (41,011,337) |
Total | $ (19,957,393) | $ (56,431,701) |
SCHEDULE OF INCOME TAX EXPENSE
SCHEDULE OF INCOME TAX EXPENSE BENEFITS (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Deferred tax benefit - United States | ||
Deferred tax benefit - Foreign | 1,486,060 | 7,454,805 |
Total income tax benefit | $ 1,486,060 | $ 7,454,805 |
SCHEDULE OF DEFERRED TAX ASSETS
SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryforwards | $ 8,927,330 | $ 5,509,522 |
Stock-based compensation | 1,348,928 | 858,791 |
Accrued bonus | 121,051 | |
Research and development capitalized expenses | 614,041 | |
Intangible amortization | 54,141 | 23,204 |
Other | 33,453 | 35,456 |
Less valuation allowances | (10,977,893) | (6,548,024) |
Net deferred tax assets | ||
Indefinite lived intangible assets | (1,607,122) | |
Net deferred tax liabilities | $ (1,607,122) |
SCHEDULE OF OPERATING LOSS CARR
SCHEDULE OF OPERATING LOSS CARRY FORWARDS (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Federal | $ 18,349,753 | $ 9,411,533 |
State | 16,892,754 | 8,664,242 |
Foreign | $ 16,377,435 | $ 11,911,845 |
SCHEDULE OF EFFECTIVE STATUTORY
SCHEDULE OF EFFECTIVE STATUTORY INCOME TAX RATE (Details) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Federal income tax at the statutory rate | (21.00%) | (21.00%) |
State income tax rate (net of federal) | (2.60%) | (1.00%) |
Foreign tax rate differential | (3.10%) | (4.00%) |
Intangible asset impairment | 4.30% | |
Non-deductive expenses | (4.00%) | 1.40% |
Change in valuation allowance | 23.30% | 7% |
Effective income tax rate | (7.40%) | (13.30%) |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) - USD ($) | 12 Months Ended | ||
Sep. 16, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Operating Loss Carryforwards [Line Items] | |||
Income tax expenses and benefits | $ 1,486,060 | $ 7,454,805 | |
Net operating loss carryforwards | $ 8,927,330 | 5,509,522 | |
Net operating loss carryforwards expiration | expire in 2030 | ||
Finite lived intangible assets acquired | 675,000 | ||
Deferred tax liabilities, net | $ 9,061,927 | ||
Decrease deferred tax liabilities | 1,607,122 | ||
Intangible assets impairment | 7,453,662 | 38,678,918 | |
Valuation Allowance, Deferred Tax Asset, Increase (Decrease), Amount | 4,429,869 | 5,207,872 | |
Research and development expense gross | 2,684,319 | ||
Magic Med [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Intangible assets impairment | 7,453,662 | ||
Finite-Lived Intangible Assets [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Intangible assets impairment | 29,048,164 | ||
Goodwill [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Intangible assets impairment | $ 8,225,862 | ||
In Process Research and Development [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Finite lived intangible assets acquired | $ 35,500,000 | ||
Domestic Tax Authority [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Net operating loss carryforwards | 18,349,753 | ||
State and Local Jurisdiction [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Net operating loss carryforwards | 16,892,754 | ||
Foreign Tax Authority [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Net operating loss carryforwards | $ 16,377,435 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - Mar. 23, 2023 | USD ($) | AUD ($) |
Subsequent Event [Member] | Avance Clinical [Member] | ||
Subsequent Event [Line Items] | ||
Contract cost | $ 1,500,000 | $ 3,000,000 |