UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
For the quarterly period ended
Commission file number:
(Exact name of registrant as specified in its charter)
| (State of incorporation) | (IRS Employer Identification No.) | |
| (Address of principal executive offices) | (Zip Code) |
(Registrant’s telephone number, including area code)
Indicate by check mark whether the registrant
(1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements
for the past 90 days. ☒
Indicate by check mark whether the registrant
has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted
pursuant to Rule 405 of Regulation S-T (232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit and post such files). ☒
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
| ☒ | Smaller reporting company | ||
| Emerging growth company | |||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant
is a shell company (as defined in Rule 12b-2 of the Exchange Act) ☐ Yes
As of August 16, 2023, the registrant had
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
FORWARD LOOKING STATEMENTS
This Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are subject to known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by these forward-looking statements. In some cases, you can identify forward-looking statements by words such as “anticipate,” “believe,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “seek,” “should,” “target,” “will,” “would,” or the negative of these words or other comparable terminology.
The identification in this report of factors that may affect our future performance and the accuracy of forward-looking statements is meant to be illustrative and by no means exhaustive. All forward-looking statements should be evaluated with the understanding of their inherent uncertainty.
Factors that could cause our actual results to differ materially from those expressed or implied by forward-looking statements include, but are not limited to:
| ● | Trends affecting our financial condition, results of operations or future prospects, including the impact of COVID-19; |
| ● | Our business and growth strategies; |
| ● | Our financing plans and forecasts; |
| ● | The factors that we expect to contribute to our success and our ability to be successful in the future; |
| ● | Our business model and strategy for realizing positive results as sales increase; |
| ● | Competition, including our ability to respond to such competition and its expectations regarding continued competition in the market in which we compete; |
| ● | Our ability to meet our projected operating expenditures and the costs associated with development of new projects; |
| ● | The impact of new accounting pronouncements on our financial statements; |
| ● | Whether our cash flows from operating activities will be sufficient to meet our operating expenditures; |
| ● | Our market risk exposure and efforts to minimize risk; |
| ● | Regulations, including tax law and practice, federal and state laws governing the cannabis and cannabinoid industries, and tariff legislation; |
| ● | Our overall outlook including all statements under Management’s Discussion and Analysis of Financial Condition and Results of Operations; |
| ● | That estimates and assumptions made in the preparation of financial statements in conformity with accounting principles generally accepted in the United states (“GAAP”) may differ from actual results; and |
| ● | Our expectations as to future financial performance, cash and expense levels and liquidity sources. |
Any forward-looking statements in this Quarterly Report on Form 10-Q reflect our current views with respect to future events or to our future financial performance. A more detailed description of risk factors that may affect our operating results can be found in Part II, Item 1A, “Risk Factors” in this Quarterly Report on Form 10-Q and Part I, Item 1A, “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022 filed with the SEC on March 24, 2023, and our other filings with the SEC. Given these uncertainties, you should not place undue reliance on these forward-looking statements. Except as required by law, we assume no obligation to update or revise these forward-looking statements for any reason, even if new information becomes available in the future.
TABLE OF CONTENTS
i
CRYOMASS TECHNOLOGIES INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
| June 30, 2023 (unaudited) | December 31, 2022 | |||||||
| ASSETS | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Deferred Tax asset | ||||||||
| Prepaid expenses | ||||||||
| Total current assets | ||||||||
| Property and equipment, net | ||||||||
| Goodwill | ||||||||
| Intangible assets, net | ||||||||
| Total assets | $ | $ | ||||||
| LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIT) | ||||||||
| Current liabilities: | ||||||||
| Accounts payable and accrued expenses | $ | $ | ||||||
| Notes payable, current, net | ||||||||
| Total current liabilities | ||||||||
| Notes payable, net | ||||||||
| Notes payable, related party, net | ||||||||
| Total liabilities | ||||||||
| Commitments and contingencies (Note 10) | ||||||||
| Shareholders’ equity (deficit): | ||||||||
| Preferred stock, $ | ||||||||
| Common stock, $ | ||||||||
| Additional paid-in capital | ||||||||
| Common stock to be issued | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total shareholders’ equity (deficit) | ( | ) | ||||||
| Total liabilities and shareholders’ equity (deficit) | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
1
CRYOMASS TECHNOLOGIES INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
| 2023 | 2022 | 2023 | 2022 | |||||||||||||
| Net sales | $ | $ | $ | $ | ||||||||||||
| Cost of goods sold | ||||||||||||||||
| Gross profit | ||||||||||||||||
| Operating expenses: | ||||||||||||||||
| Personnel costs | ||||||||||||||||
| General and administrative | ||||||||||||||||
| Legal and professional fees | ||||||||||||||||
| Depreciation and amortization expense | ||||||||||||||||
| Research and development | ||||||||||||||||
| Loss on impairment of intangible assets | ||||||||||||||||
| Loss on impairment of goodwill | ||||||||||||||||
| Total operating expenses | ||||||||||||||||
| Loss from operations | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Other income (expenses): | ||||||||||||||||
| Interest expense – net | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Gain / (loss) on foreign exchange | ( | ) | ( | ) | ||||||||||||
| Total other expenses | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Net loss before taxes | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Income taxes | ||||||||||||||||
| Net loss | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Net loss per common share: | ||||||||||||||||
| $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
2
CRYOMASS TECHNOLOGIES INC.
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (DEFICIT)
(UNAUDITED)
| Common Stock | Additional Paid-In | Common Stock to | Accumulated | Total Shareholders’ Equity | ||||||||||||||||||||
| Shares | Amount | Capital | Be Issued | Deficit | (Deficit) | |||||||||||||||||||
| Balance at December 31, 2021 | $ | $ | $ | $ | ( | ) | $ | |||||||||||||||||
| Share issuance in exchange for services | ||||||||||||||||||||||||
| Stock-based compensation | ||||||||||||||||||||||||
| Net loss | - | ( | ) | ( | ) | |||||||||||||||||||
| Balance at March 31, 2022 | $ | $ | $ | $ | ( | ) | $ | |||||||||||||||||
| Shares issued from warrants exercised | ||||||||||||||||||||||||
| Share issuance in exchange for services | ||||||||||||||||||||||||
| Stock-based compensation | ||||||||||||||||||||||||
| Net loss | - | ( | ) | ( | ) | |||||||||||||||||||
| Balance at June 30, 2022 | $ | $ | $ | $ | ( | ) | $ | |||||||||||||||||
| Balance at December 31, 2022 | $ | $ | $ | $ | ( | ) | $ | |||||||||||||||||
| Common stock issued for prior period services | ( | ) | ||||||||||||||||||||||
| Common stock issued for current period services | ||||||||||||||||||||||||
| Common stock issued for vested RSUs for prior period services | ( | ) | ||||||||||||||||||||||
| Common stock issued for vested RSUs for current period services | ||||||||||||||||||||||||
| Stock-based compensation for vested RSUs for current period services | - | |||||||||||||||||||||||
| Net loss | - | ( | ) | ( | ) | |||||||||||||||||||
| Balance at March 31, 2023 | $ | $ | $ | $ | ( | ) | $ | |||||||||||||||||
| Common stock issued for current period services | ||||||||||||||||||||||||
| Common stock issued for vested RSUs for current period services | ||||||||||||||||||||||||
| Stock-based compensation for vested RSUs for current period services | - | |||||||||||||||||||||||
| Warrants issued in conjunction with notes payable | - | |||||||||||||||||||||||
| Net loss | - | ( | ) | ( | ) | |||||||||||||||||||
| Balance at June 30, 2023 | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
3
CRYOMASS TECHNOLOGIES INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
| For the Six Months Ended June 30, | ||||||||
| 2023 | 2022 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities from continuing operations: | ||||||||
| Amortization of debt discount | ||||||||
| Depreciation and amortization expense | ||||||||
| Loss/(gain) on foreign exchange related to notes payable | ||||||||
| Loss on impairment of goodwill | ||||||||
| Loss on impairment of intangible assets | ||||||||
| Share issuances in exchange for services | ||||||||
| Stock-based compensation expense | ||||||||
| Common stock issued for vested RSUs for current period services | ||||||||
| Stock-based compensation for vested RSUs for current period services | ||||||||
| Common stock issued for the current period services | ||||||||
| Change in operating assets and liabilities: | ||||||||
| Prepaid expenses | ( | ) | ||||||
| Accounts payable and accrued expenses | ( | ) | ||||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||||
| Issuance of loans receivable | ( | ) | ||||||
| Purchase of property and equipment | ( | ) | ||||||
| Purchase of intangible assets | ( | ) | ( | ) | ||||
| Net cash used in investing activities | ( | ) | ( | ) | ||||
| CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||
| Proceeds from issuance of common stock | ||||||||
| Proceeds from common stock subscribed and to be issued | ||||||||
| Proceeds from notes payable | ||||||||
| Net cash provided by financing activities | ||||||||
| Net decrease in cash and cash equivalents | ( | ) | ||||||
| Cash and cash equivalents at beginning of period | ||||||||
| Cash and cash equivalents at end of period | $ | $ | ||||||
| Supplemental disclosure of non-cash investing activities: | ||||||||
| Purchase of property and equipment on credit | $ | |||||||
| Supplemental disclosure of non-cash financing activities: | ||||||||
| Debt discount recognized from warrants issued in conjunction with notes payable | $ | |||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
4
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. Nature of the Business
CryoMass Technologies Inc. develops and licenses cutting-edge equipment and processes to refine harvested cannabis, hemp, and other premium crops. The company’s patented technology harnesses liquid nitrogen to reduce biomass and then efficiently isolate, collect and preserve delicate resin glands (trichomes) containing prized compounds like cannabinoids and terpenes. Building on this technology, CryoMass has engineered its premier Trichome Separation unit (CryoSift Separator™), optimized via patented cryogenic processes to rapidly capture intact, high-value cannabis and hemp trichomes (CryoSift™).
The first functional commercial unit, known as a CryoSift Separator™, has been installed at the premises of an operating partner, pursuant to a license and lease arrangement to deploy multiple trichome separation units California and other locations. It has successfully transitioned from beta testing and entered into readiness for commercial-level processing.
The Company’s principal office is located at 1001 Bannock St., Suite 612, Denver, CO 80204, and its telephone number is 303-416-7208. The Company’s website is www.cryomass.com. Information appearing on the website is not incorporated by reference into this report.
Cryomass Technologies Inc is the parent company to wholly-owned subsidiaries Cryomass LLC, Cryomass California LLC, and 1304740 B.C. Unlimited Liability Company dba Cryomass Canada.
On
June 22, 2021, the Company entered into an Asset Purchase Agreement with Cryocann USA Corp, a California corporation (“Cryocann”),
pursuant to which Company acquired substantially all the assets of Cryocann. The acquired assets included the patented cryogenic process
titled “System and method for cryogenic separation of plant material” (US patent #
In September 2021, we were granted an additional
patent for our process from the Chinese Intellectual Property Office. In April 2022, we were granted another patent #
2. Going Concern Uncertainty, Financial Conditions and Management’s Plans
The Company believes that there is substantial
doubt about the Company’s ability to continue as a going concern. The Company believes that its available cash balance as of the
date of this filing will not be sufficient to fund its anticipated level of operations for at least the next twelve months. The Company
believes that, at the present time, its ability to continue operations depends on cash expected to be available from lease payments and
royalty payments in connection with future revenue generation, or possibly from debt or equity investments, to fund its anticipated level
of operations for at least the next twelve months. As of June 30, 2023, the Company had a working deficit of $
The continuation of our Company as a going concern
is dependent upon the continued financial support from our shareholders, the ability of our Company to obtain necessary equity or debt
financing to continue operations, and ultimately the attainment of profitable operations. For the six months ended June 30, 2023, our
Company used $
Our financial statements for the three and six months ended June 30, 2023 have been prepared on a going concern basis and do not include any adjustments that might result from the outcome of this uncertainty.
5
3. Summary of Significant Accounting Policies
Principles of Consolidation
The accompanying condensed consolidated financial statements have been prepared in accordance with Generally Accepted Accounting Principles. The condensed consolidated financial statements include the accounts of the Cryomass Technologies Inc, Cryomass LLC, Cryomass California LLC, and 1304740 B.C. Unlimited Liability Company dba Cryomass Canada. All significant intercompany balances and transactions have been eliminated in consolidation. The Company operates as one segment from its corporate headquarters in Colorado.
Use of Estimates
The preparation of the Company’s condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements, and the reported amounts of expenses during the reporting period. Significant estimates and assumptions reflected in these condensed consolidated financial statements include, but are not limited to determining the fair value of the assets acquired and liabilities assumed in acquisition, determining the useful lives and potential impairment of long-lived assets and potential impairment of goodwill. The Company bases its estimates on historical experience, known trends and other market-specific or other relevant factors that it believes to be reasonable under the circumstances. On an ongoing basis, management evaluates its estimates when there are changes in circumstances, facts and experience. Changes in estimates are recorded in the period in which they become known. Actual results could differ from those estimates.
Cash and Cash Equivalents
The Company considers all highly liquid instruments with maturities of three months or less at the time of issuance to be cash equivalents.
Concentrations of Credit Risk
Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash. Periodically, the Company maintains deposits in accredited financial institutions in excess of federally insured limits. The Company deposits its cash in financial institutions that it believes have high credit quality and has not experienced any losses on such accounts. Aside from this, the Company does not believe it is exposed to any unusual credit risk.
Purchase Accounting for Acquisitions
We apply the acquisition method of accounting for a business combination. In general, this methodology requires us to record assets acquired and liabilities assumed at their respective fair values at the date of acquisition. Any amount of the purchase price paid that is in excess of the estimated fair value of the net assets acquired is recorded as goodwill. For certain acquisitions, we also record a liability for contingent consideration based on estimated future business performance. We monitor our assumptions surrounding these estimated future cash flows and, if there is a significant change, would record an adjustment to the contingent consideration liability and a corresponding adjustment to either income or expense. We determine fair value using widely accepted valuation techniques, primarily discounted cash flow and market multiple analyses. These types of analyses require us to make assumptions and estimates regarding industry and economic factors, the profitability of future business strategies, discount rates and cash flow.
If actual results are not consistent with our assumptions and estimates, or our assumptions and estimates change due to new information, we may be exposed to an impairment charge in the future.
6
Expenses
Operating Expenses
Operating expenses encompass personnel costs, research and development expenses, general and administrative expenses, professional and legal fees and depreciation and amortization related to the property and equipment and intangibles acquired through the acquisition of the assets of Cryocann. Personnel costs consist primarily of consulting expense and administrative salaries and wages. General and administrative expenses are comprised of travel expenses, accounting expenses, stock-based compensation, and board fees. Professional services are principally comprised of outside legal and professional fees.
Other Expense, net
Other expense, net consisted of interest expense, other income and (loss) gain on foreign exchange.
Stock-Based Compensation
The fair value of restricted stock units (“RSUs”) granted are measured on the grant date using the closing price of the Company’s common shares on the grant date. For stock options, the Company engages a valuation firm to calculate the grant date fair value of the options issued. The Company accounts for forfeitures as they occur, rather than estimating expected forfeitures over the course of a vesting period. All stock-based compensation costs are recorded in general and administrative expenses in the condensed consolidated statements of operations.
Property and Equipment, net
Purchase of property and equipment are recorded
at cost. Improvements and replacements of property and equipment are capitalized. Maintenance and repairs that do not improve or extend
the lives of property and equipment are charged to expense as incurred. When assets are sold or retired, their cost and related accumulated
depreciation are removed from the accounts and any gain or loss is reported in the condensed consolidated statements of operations.
| Estimated Useful Life | ||
| Computer equipment | ||
| Furniture and fixtures | ||
| Machinery and equipment | ||
| Leasehold improvements |
7
Goodwill and Intangible Assets
Goodwill represents the excess of the purchase price of an acquired entity over the fair value of identifiable tangible and intangible assets acquired and liabilities assumed in a business combination.
Indefinite-lived intangible assets established in connection with business combinations consist of in-process research and development and internal-use software. Intangible assets with indefinite lives are recorded at their estimated fair value at the date of acquisition. Once in-process research and development is placed in service, it will be amortized over the estimated useful life. Internal-use software costs recognized as an intangible asset relates to capitalizable costs of computer software obtained for internal-use as defined by the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 350-40-30-1. All other internal-use software costs are expensed as incurred by the Company. Amortization is recorded straight-line over the estimated useful life of the software. The software has a useful life of 26 months with amortization beginning on April 1, 2023.
Intangible assets with finite lives are recorded
at their estimated fair value at the date of acquisition and are amortized over their estimated useful lives using the straight-line method.
Amortization of assets ceases upon designation as held for sale.
| Estimated Useful Life | ||
| Patent | ||
| In-process research and development | ||
| Internal use software |
Impairment of Goodwill and Intangible Assets
Goodwill
Goodwill is not amortized, but instead is tested annually at December 31 for impairment and upon the occurrence of certain events or substantive changes in circumstances.
We account for the impairment of goodwill under the provisions of Financial Accounting Standards Board (FASB) Accounting Standard Update 2017-04 (“ASU 2017-04”), “Intangibles – Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment” and FASB Accounting Standards Codification (ASC) 350-20-35, Intangibles – Goodwill and Other – Goodwill.
The Company performs impairment testing for goodwill by performing the following steps: 1) evaluate the relevant events or circumstances to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount, 2) if yes to step 1, calculate the fair value of the reporting unit and compare it with its carrying amount, including goodwill, 3) recognize impairment, limited to the total amount of goodwill allocated to that reporting unit, equal to the excess of the carrying value of a reporting unit over its fair value.
Due to delays in implementing the Company’s business model of its cryogenic process, management concluded that goodwill was fully impaired as of June 30, 2023.
8
Indefinite-Lived Intangible Assets and Intangible Assets Subject to Amortization
Indefinite-lived intangible assets are not amortized, but instead are tested annually at December 31 for impairment and upon the occurrence of certain events or substantive changes in circumstances.
We account for the impairment of indefinite-lived intangible assets under the provisions of Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 350-30-35, Intangibles – Goodwill and Other – General Intangibles Other Than Goodwill. Following this guidance, the Company compares the estimated fair value of the indefinite-lived intangible assets to its carrying value. If the carrying value exceeds the fair value, the Company recognizes impairment equal to that excess.
We account for the impairment of intangible assets subject to amortization under the provisions of Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 360-10-35, Property, Plant, and Equipment. Following this guidance, the Company compares the estimated fair value of the intangible assets subject to amortization to its carrying value. If the carrying value exceeds the fair value, the Company recognizes impairment equal to that excess.
Leases
We account for our leases under ASC 842. Under this guidance, arrangements meeting the definition of a lease are classified as operating or financing leases, and are recorded on the condensed consolidated balance sheet as both a right of use asset and lease liability, calculated by discounting fixed lease payments over the lease term at the rate implicit in the lease or our incremental borrowing rate. Lease liabilities are increased by interest and reduced by payments each period, and the right of use asset is amortized over the lease term. For finance leases, interest on the lease liability and the amortization of the right of use asset results in front-loaded expense over the lease term. Variable lease expenses are recorded when incurred.
In calculating the right of use and lease liability, we have elected to combine lease and non-lease components. We exclude short-term leases having an initial term of 12 months or less from the new guidance as an accounting policy election, and recognize rent expense on a straight-line basis over the lease term.
Income Taxes
The Company uses the liability method of accounting
for income taxes as set forth in ASC 740, Income Taxes. Under the liability method, deferred taxes are determined based on the
temporary differences between the financial statement and tax basis of assets and liabilities using tax rates expected to be in effect
during the years in which the basis differences reverse. A valuation allowance is recorded when it is likely that the deferred tax assets
will not be realized. We assess our income tax positions and record tax benefits for all years subject to examination based upon our evaluation
of the facts, circumstances and information available at the reporting date.
9
Fair Value Measurements
Certain assets and liabilities of the Company are carried at fair value under GAAP. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. Financial assets and liabilities carried at fair value are to be classified and disclosed in one of the following three levels of the fair value hierarchy, of which the first two are considered observable and the last is considered unobservable:
| ● | Level 1 — Quoted prices in active markets for identical assets or liabilities. | |
| ● | Level 2 — Observable inputs (other than Level 1 quoted prices), such as quoted prices in active markets for similar assets or liabilities, quoted prices in markets that are not active for identical or similar assets or liabilities, or other inputs that are observable or can be corroborated by observable market data. | |
| ● | Level 3 — Unobservable inputs that are supported by little or no market activity that are significant to determining the fair value of the assets or liabilities, including pricing models, discounted cash flow methodologies and similar techniques. |
The carrying values reported in the condensed consolidated balance sheets for cash, prepaid expenses, accounts payable, and notes payable approximate fair values because of the immediate or short-term maturities of these financial instruments.
Between April and June 2023, the Company issued Promissory Notes to investors as part of a capital raising effort. The Company has determined that the Warrants are classified as equity and are initially measured at fair value. The fair value of the Warrants was determined utilizing a Black-Scholes model considering all relevant assumptions at the dates of issuance. As the fair value of the Promissory Notes at the issuance date is less than the cash proceeds received, a debt discount on the Promissory Notes was also recorded. The debt discount will be amortized over the lives of the Promissory Notes using the effective interest method.
Net Loss per Share
The Company follows ASC 260, Earnings
Per Share, which requires presentation of basic and diluted earnings per share (“EPS”) on the face of the income statement
for all entities with complex capital structures. Net earnings or loss per share is computed by dividing net income or loss by the weighted-average
number of common shares outstanding during the period, excluding shares subject to redemption or forfeiture. The Company presents basic
and diluted net earnings or loss per share. Diluted net earnings or loss per share reflect the actual weighted average of common shares
issued and outstanding during the period, adjusted for potentially dilutive securities outstanding. Potentially dilutive securities are
excluded from the computation of the diluted net loss per share if their inclusion would be anti-dilutive. There were
Recently Adopted Accounting Standards
In August 2020, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (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 reduces the number of accounting models for convertible debt instruments and convertible preferred stock. The accounting model for beneficial conversion features is removed.
ASU 2020-06 is effective for public business entities that meet the definition of an SEC filer, excluding entities eligible to be smaller reporting companies as defined by the SEC, for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years.
Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. An entity is not permitted to adopt the guidance in an interim period.
The Company adopted the provisions of ASU 2020-06 effective January 1, 2023.
10
4. Property and Equipment, Net
| June 30, 2023 | December 31, 2022 | |||||||
| Machinery and equipment | ||||||||
| Less: Accumulated depreciation | ( | ) | ( | ) | ||||
| $ | $ | |||||||
Depreciation expense for the three and six months ended June 30, 2023
was $
5. Goodwill and Intangible Assets
The carrying value of goodwill was $
| June 30, 2023 | ||||||||||||||||||
| Estimated | Gross | Accumulated | Carrying | |||||||||||||||
| Useful Life | Amount | Amortization | Impairment | Value | ||||||||||||||
| Amortized | ||||||||||||||||||
| Patent | $ | $ | ( | ) | $ | ( | ) | $ | - | |||||||||
| Internal use software | ( | ) | - | |||||||||||||||
| Indefinite-lived | ||||||||||||||||||
| In-process research and development | ( | ) | ( | ) | - | |||||||||||||
| Total identifiable intangible assets | $ | $ | ( | ) | $ | ( | ) | $ | ||||||||||
| December 31, 2022 | ||||||||||||||
| Estimated Useful Life | Gross Amount | Accumulated Amortization | Carrying Value | |||||||||||
| Amortized | ||||||||||||||
| Patent | $ | $ | ( | ) | $ | |||||||||
| Indefinite-lived | ||||||||||||||
| In-process research and development | ( | ) | ||||||||||||
| Internal use software | ||||||||||||||
| Total identifiable intangible assets | $ | $ | ( | ) | $ | |||||||||
| Years ending December 31, | Amount | |||
| 2023 (remainder of year) | ||||
| 2024 | ||||
| 2025 | ||||
11
6. Loans Receivable
On July 15, 2019, the Company entered into a Membership
Interest Purchase Agreement to acquire cannabis-related intellectual property and certain other assets, but not cannabis licenses, of
Critical Mass Industries LLC (“CMI”), a Colorado limited liability company. Effective December 31, 2021, the Company disposed
of all CMI-related assets and extinguished any and all related obligations. In conjunction with the disposal, we received a $
7. Notes Payable
Between April and June 2023, the Company issued promissory
notes to investors as part of a capital raising effort (the “Promissory Notes”). The Promissory Notes issued have a total
principal amount of $
8. Related Party Transactions
On September 15, 2022, the Company entered into
a loan agreement of $
Of the $
9. Shareholders’ Equity
From January to March 2022,
12
From April to June 2022, the Company issued
From January to March 2023,
From April to June 2023,
Restricted Stock Unit Awards
The Company adopted its 2019 Omnibus Stock Incentive Plan (the “2019 Plan”), which provides for the issuance of stock options, stock grants and RSUs to employees, directors and consultants. The primary purpose of the 2019 Plan is to enhance the ability to attract, motivate, and retain the services of qualified employees, officers and directors. Any RSUs granted under the 2019 Plan will be at the discretion of the Compensation Committee of the Board of Directors. On January 10, 2022, the shareholders approved the 2022 Stock Incentive Plan which then replaced the 2019 Plan.
| Restricted Stock Units | Weighted Average Grant Date Fair Value | |||||||
| Outstanding at December 31, 2022 | $ | |||||||
| Granted | ||||||||
| Vested | ( | ) | ||||||
| Forfeited | ||||||||
| Outstanding at March 31, 2023 | $ | |||||||
| Granted | ||||||||
| Vested | ( | ) | ||||||
| Forfeited | ||||||||
| Outstanding at June 30, 2023 | $ | |||||||
| Restricted Stock Units | Weighted Average Grant Date Fair Value | |||||||
| Outstanding at December 31, 2021 | $ | |||||||
| Granted | ||||||||
| Vested | ( | ) | ||||||
| Forfeited | ||||||||
| Outstanding at March 31, 2022 | $ | |||||||
| Granted | ||||||||
| Vested | ( | ) | ||||||
| Forfeited | ( | ) | ||||||
| Outstanding at June 30, 2022 | $ | |||||||
13
The total fair value of RSUs vested during the
three and six months ending June 30, 2023 was $
Stock-based compensation expense relating to RSU’s
was $
Stock Option Awards
| Stock Option Shares | Weighted Average Exercise Price | Weighted Average Remaining Contractual Term | Aggregate Intrinsic Value | |||||||||||||
| Outstanding at December 31, 2022 | $ | $ | ||||||||||||||
| Granted and vested | ||||||||||||||||
| Forfeited | ||||||||||||||||
| Outstanding at March 31, 2023 | $ | $ | ||||||||||||||
| Granted and vested | ||||||||||||||||
| Forfeited | ||||||||||||||||
| Outstanding at June 30, 2023 | $ | $ | ||||||||||||||
| Stock Option Shares | Weighted Average Exercise Price | Weighted Average Remaining Contractual Term | Aggregate Intrinsic Value | |||||||||||||
| Outstanding at December 31, 2021 | $ | $ | ||||||||||||||
| Granted and vested | ||||||||||||||||
| Forfeited | ||||||||||||||||
| Outstanding at March 31, 2022 | $ | $ | ||||||||||||||
| Granted and vested | ||||||||||||||||
| Forfeited | ||||||||||||||||
| Outstanding at June 30, 2022 | $ | $ | ||||||||||||||
During the three and six months ended June 30, 2023 and 2022, the Company did not issue any stock options.
Warrants
During the six months ended June 30, 2023, the
Company issued warrants with the option to purchase
14
During the year ended December 31, 2021, the Company
issued warrants with the option to purchase
During the three and six months ended June 30, 2023, no warrants were exercised.
10. Income Taxes
In accordance with ASC 740-270, the Company calculates
the interim tax expense based on an annual effective tax rate (“AETR”). The AETR represents the Company’s estimated
effective tax rate for the year based on full year projection of tax expense, divided by the projection of full year pretax book loss,
adjusted for discrete transactions occurring during the period. The annual effective tax rate for the three months ended June 30, 2023
was
11. Commitments & Contingencies
Occasionally, the Company may be involved in claims and legal proceedings arising from the ordinary course of its business. The Company records a provision for a liability when it believes that it is both probable that a liability has been incurred, and the amount can be reasonably estimated. If these estimates and assumptions change or prove to be incorrect, it could have a material impact on the Company’s condensed consolidated financial statements. Contingencies are inherently unpredictable, and the assessments of the value can involve a series of complex judgments about future events and can rely heavily on estimates and assumptions.
Legal Proceedings
None.
12. Subsequent Events
On July 13, 2023 the Board of Directors adopted a unanimous Board consent in lieu of a meeting, amending the employment agreements of two company officers, Mr. Philip Blair Mullin, Chief Financial Officer, and Ms. Patricia Kovacevic, General Counsel Corporate Secretary and Head of External Affairs. Mr. Mullin’s employment term, subject to certain provisions in his respective employment agreement, is extended through July 10, 2025. Ms. Kovacevic’s employment term, subject to certain provisions in her respective employment agreement, is extended through July 1, 2025.
On July 11, 2023, we sold
On July 20, 2023, Philip B Mullin, Chief Financial Officer, exercised
stock options to purchase
On August 16, 2023, the Company agreed to amend the Patent License and Equipment Rental Agreement with RedTape Core Partners LLC in order to remove the state of California from the five states included in the Agreement, along with concomitant reductions in upfront fees and an amendment to the upfront fee payment schedule.
On August 18, 2023, the Company entered into a Patent License and Equipment
Rental Agreement with Rubberrock, Inc. ("Rubberrock") for a term of five years, in which the Company licenses its proprietary
CryoSift SeparatorTM process and technology and leases one CryoSift SeparatorTM Unit for use in the state of California.
Under the terms of the transaction, Rubberrock agrees to pay license fees of $
15
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Forward-Looking Statements
This quarterly report contains forward-looking statements. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.
Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.
In this quarterly report, unless otherwise specified, our financial statements are expressed in United States Dollars (US$) and are prepared in accordance with United States generally accepted accounting principles. All references to “common shares” refer to the common shares in our capital stock.
Unless expressly indicated or the context requires otherwise, the terms “Cryomass Technologies,” the “Company,” “we,” “us,” and “our” refer to Cryomass Technologies Inc., a Nevada corporation, and, where appropriate, its wholly owned subsidiaries.
General Overview
History
Cryomass Technologies Inc (“Cryomass Technologies” or the “Company”) began as Auto Tool Technologies Inc., which was incorporated under the laws of the State of Nevada on May 10, 2011. The Company’s name was changed to AFC Building Technologies Inc. effective January 10, 2014. Effective April 26, 2018, the Company changed its name to First Colombia Development Corp. On May 10, 2018, the Company began to establish various business ventures in Colombia through its Colombian subsidiary, First Colombia Devco S.A.S (“Devco”). On July 1, 2019, the Company acquired 100% of the membership interests in General Extract, LLC, a Colorado limited liability company, in exchange for the shares of Devco. The name of this subsidiary was subsequently changed to Cryomass LLC. On July 15, 2019, the Company entered into a Membership Interest Purchase Agreement to acquire cannabis-related intellectual property and certain other assets, but not cannabis licenses, of Critical Mass Industries LLC (“CMI”), a Colorado limited liability company. Effective October 14, 2019, the Company changed its name to Redwood Green Corp. In August 2020, the Company established a wholly owned Colombian subsidiary, Andina Gold Colombia SAS for this purpose acquiring gold properties in Colombia. Effective September 1, 2020, the Company changed its name to Andina Gold Corp. However, due to the untimely death of our top geologist, the Company determined that pursuit of gold exploration in Colombia was no longer a practical alternative. In Q1 2022 the respective subsidiary was closed.
On July 15, 2021, the Company changed its name to Cryomass Technologies Inc and subsequently changed its trading symbol to CRYM. Effective December 31, 2021, the Company disposed of all CMI-related assets and extinguished any and all related obligations.
The Company’s principal office is located at 1001 Bannock St., Suite 612, Denver, CO 80204, and its telephone number is 303-416-7208. The Company’s website is www.cryomass.com. Information appearing on the website is not incorporated by reference into this report.
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On June 22, 2021, the Company entered into an Asset Purchase Agreement with Cryocann USA Corp, a California corporation (“Cryocann”), pursuant to which Company acquired substantially all the assets of Cryocann.
The patented technology acquired from CryoCann (including US patent #10,864,525) harnesses liquid nitrogen to reduce biomass and then efficiently isolate, collect and preserve delicate resin glands (trichomes) containing prized compounds like cannabinoids and terpenes. Building on this technology, CryoMass has engineered its premier Trichome Separation unit (CryoSift Separator™), optimized via patented cryogenic processes to rapidly capture intact, high-value cannabis and hemp trichomes (CryoSift™). Much like sugar and flour refinements, the resulting CryoSift™ concentrate is a superior product compared to unprocessed biomass. For cultivators, reducing biomass into CryoSift™ slashes volume up to 80%, dramatically lowering storage, handling, and transportation costs. Properly stored, CryoSift™ prevents potency and terpene degradation, preserving value. For processors, the minimized input volume also enables considerable cost savings and logistics advantages. Extracting from CryoSift™ using solvents and manufacturing solventless products unlocks industrial scale yields unattainable otherwise. CryoMass anticipates its efficiencies will catalyze industry-wide shifts in cannabis and hemp post-harvest methods. Additionally, the technology shows promise for diverse trichome-rich plants.
Through an independent engineering and manufacturing firm we refined the design of the CryoSift Separator™ for the handling of harvested hemp, cannabis and other premium crops. Our first CryoSift Separator™ unit has been fully developed and delivered to a licensee in California as described in the following section of this report. The engineering and manufacturing firm has indicated that it has the capacity to manufacture sufficient units to meet our needs for the foreseeable future.
Canadian Patent no. 3 064 896 “Cryogenic Separation of Plant Material” was filed on May 25, 2018 by two assignors, who assigned it, among other, various other intellectual property rights, to a wholly owned subsidiary of the Company as part of the Cryocann June 22, 2021 transaction. The respective Canadian patent was granted on April 19, 2022. Provided that all patent maintenance fees are paid, the Canadian patent no. 3 064 896 will expire on May 25, 2038.
In September 2021, we were granted an additional patent for our process from the Chinese Intellectual Property Office. We currently are taking steps to gain further protection for our intellectual property through the European Union Intellectual Property Office and several other international jurisdictions.
Management believes the CryoSift Sepatator™ system will deliver a compelling combination of cost and time savings while enhancing product quality and quantity for largescale cultivators and processors of hemp and cannabis.
Because the trichomes collected with CryoMass technology represent only 10% to 20% of a plant’s volume, they are cheaper to ship and store than gross plant material. For the same reason and because trichomes are free of the waxes and other unwanted materials found in the rest of the plant, processing trichomes into oils and extracts can be far quicker, cheaper and easier than processing gross plant material. Even trichomes captured from dried or frozen plant parts deliver this cost-saving advantage to processors of oils and extracts. The three-dimensional advantage achievable with the CryoSift Separator™ – first-stage cost savings, product enhancement and downstream cost savings – can significantly increase a crop’s wholesale value.
17
Production and processing of hemp and cannabis is a huge, worldwide industry. In the U.S., for example, the wholesale value of the cannabis crop from just the 11 states permitting adult-use and medical cannabis exceeds $6 billion annually. Growth in the U.S. and in the worldwide market is likely fed in part by the growing acceptance of medicinal cannabis products and anticipated legislative changes in various jurisdictions worldwide.
Several other high-value plants, including species that are important for health and wellness products, wrap their valuable elements in trichomes. The technology we are developing for hemp and cannabis may have profitable application to those other species as well.
Our Current Business
Our business portfolio includes the accounts of Cryomass LLC, Cryomass California LLC and 1304740 BC ULC dba Cryomass Canada, which are 100% owned by Cryomass Technologies Inc.
CryoMass Technologies Inc. develops and licenses cutting-edge equipment and processes to refine harvested cannabis, hemp, and other premium crops. The company’s patented technology harnesses liquid nitrogen to reduce biomass and then efficiently isolate, collect and preserve delicate resin glands (trichomes) containing prized compounds like cannabinoids and terpenes. Building on this technology, CryoMass has engineered its premier Trichome Separation unit (CryoSift Separator™), optimized via patented cryogenic processes to rapidly capture intact, high-value cannabis and hemp trichomes (CryoSift™). Much like sugar and flour refinements, the resulting CryoSift™ concentrate is a superior product compared to unprocessed biomass. For cultivators, reducing biomass into CryoSift™ slashes volume up to 80%, dramatically lowering storage, handling, and transportation costs. Properly stored, CryoSift™ prevents potency and terpene degradation, preserving value. For processors, the minimized input volume also enables considerable cost savings and logistics advantages. Extracting from CryoSift™ using solvents and manufacturing solventless products unlocks industrial scale yields unattainable otherwise. CryoMass anticipates its efficiencies will catalyze industry-wide shifts in cannabis and hemp post-harvest methods. Additionally, the technology shows promise for diverse trichome-rich plants.
In January 2023, we signed a license and lease arrangement with RedTape Core Partners LLC (“RedTape”) to deploy multiple CryoMass trichome separation units at the prospective partner’s facility in California and other locations. The five states covered by the agreement are California, New York, New Jersey, Florida and Pennsylvania. To date, one CryoSift Separator™ unit has been delivered however, no funds have been paid by RedTape to CryoMass pursuant to the lease and license agreement.
On August 16, 2023, the Company agreed to amend the Patent License and Equipment Rental Agreement with RedTape Core Partners LLC in order to remove the state of California from the five states included in the Agreement, along with concomitant reductions in license fees and an amendment to the license fee payment schedule.
We believe that our technologies will deliver a compelling combination of cost and time savings while enhancing product quality and quantity for largescale cultivators and processors of hemp and cannabis. To that end, Cryomass is working with an extensive pipeline of cultivators and processors in various markets, including Canada.
Results of Operations for the Three Months Ended June 30, 2023 and 2022
Our operating results for the three months ended June 30, 2023 and 2022 are summarized as follows:
| For the Three Months Ended June 30, | Change | |||||||||||||||
| 2023 | 2022 | Dollars | Percentage | |||||||||||||
| Net sales | $ | - | $ | - | $ | - | 0 | % | ||||||||
| Cost of goods sold, inclusive of depreciation | - | - | - | 0 | % | |||||||||||
| Gross profit | - | - | - | 0 | % | |||||||||||
| Total operating expenses | 6,274,718 | 1,416,244 | 4,858,474 | 343 | % | |||||||||||
| Loss from operations | (6,274,718 | ) | (1,416,244 | ) | (4,858,474 | ) | 343 | % | ||||||||
| Total other expenses | (87,088 | ) | (14,174 | ) | (72,914 | ) | 514 | % | ||||||||
| Net loss before taxes | (6,361,806 | ) | (1,430,418 | ) | (4,931,388 | ) | 345 | % | ||||||||
| Income taxes | - | - | - | 0 | % | |||||||||||
| Net loss | $ | (6,361,806 | ) | $ | (1,430,418 | ) | $ | (4,931,388 | ) | 345 | % | |||||
18
Net Sales and Cost of Goods Sold
There were no net sales or cost of goods sold for the three months ended June 30, 2023 and 2022.
Operating Expenses
Operating expenses encompass personnel costs, research and development, general and administrative expenses, depreciation and amortization expenses, loss on impairment of goodwill, and legal and professional fees. Total operating expenses were $6,274,718 for the three months ended June 30, 2023 as compared to $1,416,244 for the three months ended June 30, 2022. The net increase of $4,858,474 or 343%, was primarily attributable to the following changes in operating expenses of:
| ● | General and administrative - $207,717 increase |
| ● | Personnel Costs - $257,033 increase |
| ● | Legal and Professional - $583,697 decrease | |
| ● | Loss on impairment of goodwill and intangible assets - $4,843,043 increase |
The increase of $207,717, or 82%, in General and administrative fees is primarily due to the fact that the Company incurred significant costs related to stock compensation expense during the three months ending June 30, 2023. The increase of $257,033 or 37%, in personnel costs is primarily due to the fact that the Company hired multiple new employees through out the second half of 2022 and first half of 2023. The decrease in legal and professional fees of $583,697, or 33%, is primarily due to large invoices in the first half of 2022 for investor relations services. Additionally, the Company fully impaired goodwill and identifiable intangible assets due to delays in implementing our business model, resulting in a $4,843,043 impairment charge for the three months ended June 30, 2023.
Other Expense
Other expense for the three months ending June 30, 2023 consisted of $82,602 interest expense – net and $4,486 loss on foreign exchange. Other expense for the three months ending June 30, 2022 consisted of $35,235 interest expense and $21,061 gain on foreign exchange. The increase in interest expense was a result of the Company issuing promissory notes to investors during the second quarter of 2023. The loss on foreign exchange predominantly relates to a payable agreement with Cryomass LLC’s supplier.
Net Loss
For the foregoing reasons, we had a net loss of $6,361,806 for the three months ending June 30, 2023, or $0.03 net loss per common share – basic and diluted, compared to a net loss of $1,430,418 for the three months ending June 30, 2022, or $0.01 net loss per common share – basic and diluted.
Results of Operations for the Six Months Ended June 30, 2023 and 2022
Our operating results for the six months ended June 30, 2023 and 2022 are summarized as follows:
| For the Six Months Ended June 30, | Change | |||||||||||||||
| 2023 | 2022 | Dollars | Percentage | |||||||||||||
| Net sales | $ | - | $ | - | $ | - | 0 | % | ||||||||
| Cost of goods sold, inclusive of depreciation | - | - | - | 0 | % | |||||||||||
| Gross profit | - | - | - | 0 | % | |||||||||||
| Total operating expenses | 7,806,273 | 3,544,034 | 4,262,239 | 120 | % | |||||||||||
| Loss from operations | (7,806,273 | ) | (3,544,034 | ) | (4,262,239 | ) | 120 | % | ||||||||
| Total other expenses | (154,059 | ) | (38,689 | ) | (115,370 | ) | 298 | % | ||||||||
| Net loss before taxes | (7,960,332 | ) | (3,582,723 | ) | (4,377,609 | ) | 122 | % | ||||||||
| Income taxes | - | - | - | 0 | % | |||||||||||
| Net loss | $ | (7,960,332 | ) | $ | (3,582,723 | ) | $ | (4,377,609 | ) | 122 | % | |||||
Net Sales and Cost of Goods Sold
There were no net sales or cost of goods sold for the six months ended June 30, 2023 and 2022.
19
Operating Expenses
Operating expenses encompass personnel costs, research and development, general and administrative expenses, depreciation and amortization expenses, loss on impairment of goodwill, and legal and professional fees. Total operating expenses were $4,153,230 for the six months ended June 30, 2023 as compared to $3,544,034 for the six months ended June 30, 2022. The net increase of $609,196 or 17%, was primarily attributable to the following changes in operating expenses of:
| ● | Personnel Costs - $690,068 increase |
| ● | General and administrative - $252,264 increase |
| ● | Legal and Professional - $1,743,212 decrease | |
| ● | Loss on impairment of goodwill and intangible assets - $4,843,043 increase |
The increase of $690,068, or 86%, in personnel costs is primarily due to the fact that the Company hired multiple new employees through out the second half of 2022 and first half of 2023. The increase in general and administrative of $252,264, or 47%, is primarily due to the fact that the Company incurred significant costs related to stock compensation expense and a new health benefits program put in place during the second quarter of 2023. The decrease of $1,743,212, or 81% in legal and professional fees is primarily due to large invoices in the first half of 2022 for investor relations services. Additionally, the Company fully impaired goodwill and identifiable intangible assets due to delays in implementing our business model, resulting in a $4,843,043 impairment charge for the six months ended June 30, 2023.
Other Expense
Other expense for the six months ending June 30, 2023 consisted of $136,263 interest expense – net and $17,796 loss on foreign exchange. Other expense for the six months ending June 30, 2022 consisted of $71,258 interest expense and $32,569 gain on foreign exchange. The increase in interest expense was a result of the Company entering into new promissory note agreements during the second quarter of 2023. The loss on foreign exchange predominantly relates to a payable agreement with Cryomass LLC’s supplier.
Net Loss
For the foregoing reasons, we had a net loss of $7,960,332 for the six months ending June 30, 2023, or $0.04 net loss per common share – basic and diluted, compared to a net loss of $3,582,723 for the six months ending June 30, 2022, or $0.02 net loss per common share – basic and diluted.
Liquidity, Capital Resources and Cash Flows
The Company believes that its available cash balance as of the date of this filing will not be sufficient to fund its anticipated level of operations for at least the next twelve months. The Company believes that, at the present time, its ability to continue operations depends on cash expected to be available from lease payments and royalty payments in connection with future revenue generation, as well as possible debt and equity investment sources, to fund its anticipated level of operations for at least the next twelve months. As of June 30, 2023, the Company had a working deficit of $1,335,230 and cash balance of $316,267. The Company estimates that it needs approximately $4,200,000 to cover overhead costs and capital expenditure requirements ranging from zero to $6,600,000 depending on how many trichome separation units are ordered over the next twelve months. The Company believes that the Company will continue to incur losses for the immediate future. The Company expects to finance future cash needs from the results of operations and, depending on the results of operations, the Company will need additional equity or debt financing until the Company can achieve profitability and positive cash flows from operating activities. However, there can be no assurance that the Company will receive sufficient cash flow from operations or otherwise that we will be able to attract the necessary financing.
Going Concern
The Company believes that there is substantial doubt about the Company’s ability to continue as a going concern. Our financial statements for the six months ended June 30, 2023 have been prepared on a going concern basis and do not include any adjustments that might result from the outcome of this uncertainty.
20
Capital Resources
The following table summarizes total current assets, liabilities and working (deficit) capital for the periods indicated:
| June 30, 2023 | December 31, 2022 | |||||||
| Current assets | $ | 478,406 | $ | 2,166,496 | ||||
| Current liabilities | 1,813,636 | 1,288,465 | ||||||
| Working (deficit) capital | $ | (1,335,230 | ) | $ | 878,031 | |||
As of June 30, 2023 and December 31, 2022, we had a cash balance of $316,267 and $2,016,057, respectively.
Summary of Cash Flows
| For the Six Months Ended June 30, | ||||||||
| 2023 | 2022 | |||||||
| Net cash used in operating activities | $ | (2,337,450 | ) | $ | (2,968,424 | ) | ||
| Net cash used in investing activities | $ | (49,236 | ) | $ | (762,742 | ) | ||
| Net cash provided by financing activities | $ | 686,896 | $ | 146,359 | ||||
Net cash used in operating activities
Net cash used in operating activities was $2,337,450 during the six months ended June 30, 2023. This included a net loss of $7,960,332, a non-cash charge related to depreciation and amortization of debt discount of $13,036, a non-cash charge related to depreciation and amortization expense of $268,866, a non-cash charge from a loss on foreign exchange related to notes payable, a non-cash charge related to loss on impairment of goodwill and intangible assets of $4,843,043, a non-cash charge related to common stock issued for vested RSUs for current period services of $129,920, a non-cash charge related to stock-based compensation for common stock issued for current period services of $236,603, a non-cash charge related to common stock issued for current period services of $85,738. This was in addition to net changes in prepaid expenses and accounts payable and accrued expenses of $44,264.
Net cash used in operating activities was $2,968,424 during the six months ended June 30, 2022. This included a net loss of $3,582,723, a non-cash charge related to amortization of debt discount of $62,500, a non-cash charge related to depreciation and amortization expense of $43,663, a non-cash charge related to share issuances in exchange for services of $401,044, and a non-cash charge related to stock-based compensation of $209,910. This was partially offset by net changes in prepaid expenses, security deposits, and accounts payable and accrued expenses of $102,818.
Net cash used in investing activities
Net cash used in investing activities was $49,236 during the six months ended June 30, 2023, due to the purchase of intangible assets.
Net cash used in investing activities was $762,742 during the six months ended June 30, 2022, due to the issuance of loans receivable, purchase of property and equipment, and purchase of intangible assets.
Net cash provided by financing activities
Net cash provided by financing activities for the six months ended June 30, 2023 was $686,896, from the Company issuing promissory notes to investors as part of a capital raising effort.
Net cash provided by financing activities for the six months ended June 30, 2022 was $146,359, from proceeds from issuance of common stock.
21
Off-Balance Sheet Arrangements
None.
Critical Accounting Policies
The discussion and analysis of our financial condition and results of operations are based upon our condensed consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the U.S. The preparation of these condensed consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, equity, revenues and expenses, and related disclosure of contingent assets and liabilities. On an ongoing basis, we evaluate our estimates, including those related to intangibles, accounting for acquisitions, warrants, income taxes, useful life and recoverability of long-lived assets and deferred income tax asset valuations. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Not applicable for a smaller reporting company.
Item 4. Controls and Procedures
Management’s Evaluation of Disclosure Controls and Procedures
We have carried out an evaluation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and15d-15(e) under the Exchange Act) that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer (“CEO”) and our Chief Financial Officer (“CFO”), to allow timely decisions regarding required disclosures. Based upon that evaluation, our Company’s CEO and CFO concluded that our Company’s disclosure controls and procedures were not effective as of June 30, 2023.
Management has not formally documented its procedures and controls and as such does not have a sufficient basis to assess its internal controls over financial reporting. Management identified that it did not maintain adequately designed internal control over the preparation and oversight of:
| ● | month-end and period-end financial close processes. |
| ● | non-routine or complex transactions. |
| ● | the adoption of new accounting standards. |
Management’s Report on Internal Control Over Financial Reporting
We carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of June 30, 2023, the end of the annual period covered by this report and according to the criteria established in Internal Control – Integrated Framework, issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013.
Based on that evaluation, management has concluded that the Company did not maintain effective internal control over financial reporting as of the quarter ended June 30, 2023 due to the existence of material weakness and significant deficiencies in the internal control over financial reporting described below.
22
A significant deficiency is a deficiency, or a combination of deficiencies, in internal controls over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. A material weakness is a deficiency or combination of deficiencies in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis.
Management has determined that we did not maintain effective internal controls over financial reporting as of the quarter ended June 30, 2023 due to the existence of the following material weakness identified by management:
| ● | Management did not timely detect impairment of goodwill and intangible assets as of June 30, 2023 in accordance with GAAP. |
Management has determined that we did not maintain effective internal controls over financial reporting as of the quarter ended June 30, 2023 due to the existence of the following significant deficiencies identified by management:
| ● | Due to the Company’s size, there is insufficient segregation of duties to prevent or detect on a timely basis a misstatement of our annual or interim financial statements. |
| ● | Information technology controls are ineffective or lacking, An IT strategic plan and general controls related to access, change management, segregation of duties, contingency planning, information security, business applications, and interfaces are not yet adequately implemented, updated and monitored. |
| ● | A top-down risk assessment has not yet been performed and documented by management to identify, analyze, and assess risks related to operations, external financial and non-financial reporting, internal reporting, compliance, fraud or other changes that could significantly impact the internal control environment. |
| ● | Internal controls and related activities that could mitigate financial statement risks within key business processes have either not been established or are not fully adequate, documented, and/or maintained. Also, various regulatory compliance issues currently exist at an entity-level related to the control environment component specific to non-performance and/or insufficient/incomplete performance, document maintenance, review and approval, and the enforcement of individual accountability. |
| ● | Documented accounting and other standard rules, guidelines, policies and procedures for key functions within the organization (HR, Payroll, Finance, Sales, IT, etc) have either not been established, are not complete, and/or are not consistently being utilized and monitored against control activities for compliance and ICFR effectiveness. |
| ● | A whistle-blower program has not yet been established for the anonymous reporting, appropriate tracking, investigating, monitoring, and resolving of alleged wrongdoing, personnel complaints and grievances, without retribution. |
| ● | Recurring, formalized employee communication and training on internal controls and the company’s commitment to ICFR has not yet been established. Additionally, a permanent, independent internal audit solution has not yet been established to perform an ongoing evaluation of the company’s key controls and ICFR, continuous monitoring of corrective actions, and regular reporting of internal control deficiencies and overall effectiveness of the company’s internal control environment. |
We intend to continue to evaluate and strengthen our internal control over financial reporting. These efforts require significant time and resources. If we are unable to establish adequate internal control over financial reporting, we may encounter difficulties in the audit or review of our financial statements by our independent registered public accounting firm, which in turn may have a material adverse effect on our ability to prepare financial statements in accordance with GAAP and to comply with our SEC reporting obligations.
Management has engaged the services of an experienced expert in internal controls who has been evaluating our current system and implement a more effective system to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act have been recorded, processed, summarized and reported accurately. Our management intends to develop or improve procedures to address the current material weakness and significant deficiencies to the extent possible by the end of fiscal year 2023.
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Management utilizes external experts to assist the Company with technical accounting expertise needs as deemed necessary and has engaged a consultant to perform a formal assessment and remediation of its internal control’s framework. However, no assurance can be made at this point that the implementation of such controls and procedures will be completed in a timely manner or that they will be adequate once implemented.
Attestation report of Registered Public Accounting Firm
This Quarterly Report on Form 10-Q does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting because we are not an “accelerated filer” or a “large accelerated filer”. Our management’s report was not subject to attestation by our independent registered public accounting firm pursuant to rules of the SEC that permit us to provide only management’s report in this Quarterly Report on Form 10-Q.
Management’s Evaluation of Disclosure Controls and Procedures
The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our chief executive officer (who is also the Company’s principal executive officer), and our chief financial officer (who is also the Company’s principal financial and accounting officer) to allow for timely decisions regarding required disclosure. Thus, in accordance with Rules 13a-15(b) under the Exchange Act, we carried out an evaluation, under the supervision and with the participation of our management, including our chief executive officer and chief financial officer, of the effectiveness of our disclosure controls and procedures as of June 30, 2023, which is the end of the period covered by this Form 10-Q. Based on the evaluation of these disclosure controls and procedures, and in light of the material weakness and significant deficiencies found in our internal controls over financial reporting, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures were not effective. The ineffectiveness of our disclosure controls and procedures was due to a material weakness and significant deficiencies identified in our internal control over financial reporting.
Changes in Internal Control over Financial Reporting
There has been no change in our internal control over financial reporting that occurred during the quarter ended June 30, 2023. We have not been able to remediate the significant deficiency described in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022 and 2021. Our remediation efforts will continue to be implemented throughout our 2023 fiscal year. We believe that the controls that we will be implementing will improve the effectiveness of our internal control over financial reporting. As we continue to evaluate and work to improve our internal control over financial reporting, we may determine to take additional measures to address the material weakness and significant deficiencies or determine to supplement or modify certain of the remediation measures described above.
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PART II – OTHER INFORMATION
Item 1. Legal Proceedings
None.
Item 1A. Risk Factors
In addition to the other information set forth in this Report, you should carefully consider the factors discussed in Item 1A, “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 and subsequent quarterly reports on Form 10-Q, which could materially affect our business, financial condition or future results.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
None.
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Item 6. Exhibits
| * | Filed herewith. |
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| CRYOMASS TECHNOLOGIES INC. | |
| (Registrant) | |
Dated: August 21, 2023 |
|
| /s/ Christian Noel | |
| Christian Noel | |
| Chief Executive Officer and Director | |
| (Principal Executive Officer) | |
Dated: August 21, 2023 |
|
| /s/ Philip Mullin | |
| Philip Mullin | |
| Chief Financial Officer and Treasurer | |
| (Principal Financial Officer and Principal Accounting Officer) |
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Exhibit 10.1
AMENDED AND RESTATED PATENT LICENSE AND EQUIPMENT RENTAL AGREEMENT
This Restated and Amendment Patent License and Equipment Rental Agreement (“Agreement”) is made as of August 15, 2023 (“Effective Date”) by and between CryoMass Technologies Inc, a Nevada corporation, with offices at 1001 Bannock Street, Suite 612 Denver, CO 80204 (“Licensor”), on the one hand, and RedTape Core Partners LLC and their affiliates, (collectively, “Licensee”), and Coastal Refinement Solutions Inc., a California corporation, with offices at 1636 Del Monte Blvd, Seaside, California (“First Sublicensee”) on the other hand (each, a ‘Party” and collectively the “Parties”).
WITNESSETH
WHEREAS, on January 16, 2023 Licensor, Licensee and Sublicensee entered into a Patent License and Equipment Rental Agreement (“Prior Agreement”),
WHEREAS, among other, the Parties wish to exclude California from the scope of the Agreement and to return the Unit, as further defined, to Licensor for deployment in Licensor’s sole discretion,
WHEREAS, the parties to the Prior Agreement wish to restate and amend the Prior Agreement, which shall be effective as of the date hereof in the form of this Agreement,
WHEREAS Licensor is the owner of the Licensed Patent and has the right to grant licenses thereunder;
WHEREAS Licensor owns and will build additional units of certain processing equipment, referred to also as the “CryoMass Refinement System” (“Equipment”), each equipment unit being termed a “Unit,” and whereas Licensor has developed know-how related to the operation of the Equipment (“Know-How”), which Equipment and Know-How may only be used in connection with the Licensed Patent;
WHEREAS Licensee represented to Licensor that it has the necessary business relationships, licenses, processing know-how, and marketing resources to deploy the Units at Licensee affiliates’ or third party’s locations, for the sole purpose of conducting separation of trichomes from all types of cannabis sativa plant biomass only (that is, not for separating trichomes from any other plant biomass but for cannabis sativa biomass) (“Permitted Toll Processing Activity”) to realize income;
WHEREAS Licensee wishes to obtain from Licensor a license to use and rent the Equipment under certain rights for the use of the Licensed Patent solely in connection with the Units, and Licensor is willing to grant such a license upon the terms and conditions hereinafter set forth,
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NOW THEREFORE, for and in consideration of the mutual covenants, conditions and undertakings hereinafter set forth, the parties hereby agree to amend and restate the Prior Agreement as follows:
| 1. | Definitions |
| 1.1 | Affiliate means any person or entity that controls, is controlled by, or is under common control with Licensee, directly or indirectly. For purposes of this definition, “control” and its various inflected forms means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such a person or entity, whether through ownership of voting securities, by contract or otherwise. |
| 1.2 | Cannabis Laws mean all applicable state and local laws governing the cultivation, harvesting, processing, manufacturing, transportation, and sale of cannabis sativa-based products (including hemp-based products). |
| 1.3 | Cannabis Licenses mean any and all temporary, provisional, or permanent, permit, license or authorization from, or registration with, any government authority that regulates the cultivation, harvesting, production, processing, marketing, distribution, sale, possession, transportation or transfer of cannabis, marijuana or related products in the relevant jurisdiction, whether for medicinal or recreational use. |
| 1.4 | Collected Revenue shall mean, with respect to each Reporting Quarter, Revenue that is actually collected. |
| 1.5 | Confidential Information means all information that is of a confidential and proprietary nature to Licensor or Licensee, including, but not limited to, all unpatented and patentable technical information, development, discoveries, software, know-how, methods, techniques, data, processes, devices, models, documentation, information, trade secrets, procedures, results and ideas and provided by one party to the other party under this Agreement. Confidential Information shall not include information that (a) can be demonstrated to have been in the public domain as of the Effective Date or comes into the public domain after the Effective Date through no fault of the receiving party; (b) can be demonstrated to have been known to the receiving party prior to execution of this Agreement and which was not acquired, directly or indirectly, from a third party under a continuing obligation of confidentiality or limited use to the disclosing party; (c) can be demonstrated to have been rightfully received by the receiving party after disclosure under this Agreement from a third party who did not acquire it, directly or indirectly, from the disclosing party under a continuing obligation of confidentiality; (d) can be demonstrated to have been independently developed by personnel of the receiving party who had no substantive knowledge of the disclosing party’s information; or (e) is required to be disclosed pursuant to law or court order. |
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| 1.6 | Earned Royalty means the amount due to Licensor for a Reporting Quarter, whether collected or not, as further defined in Section 3. |
| 1.8 | Government Authority means any federal, state, national, provincial, or local government, or political subdivision thereof, or any multinational organization or any authority, agency or commission entitled to exercise any administrative, executive, judicial, legislative, police, regulatory or taxing authority or power, any court or tribunal (or any department, bureau or division thereof, or any governmental arbitrator or arbitral body). |
| 1.9 | Incurable Material Breach shall mean any of the following: (a) a failure to pay any portion of the Upfront License Fee by no later than 15 days after the due date, (b) failure by Licensee or Sub-Licensee to disclose any government inquiries in connection with such Licensee or Sub-Licensee’s Cannabis License(s), (c) failure to maintain a valid Cannabis License, or (d) entering into a Side Agreement as such is defined in this Agreement. |
| 1.10 | “Know-How” means any and all technical information, trade secrets, formulas, prototypes, specifications, directions, instructions, test protocols, procedures, results, studies, analyses, raw material sources, manufacturing data, formulation or production technology, conceptions, ideas, innovations, discoveries, inventions, processes, methods, materials, machines, devices, formulae, equipment, enhancements, modifications, technological developments, techniques, systems, tools, designs, drawings, plans, software, documentation, data, programs, and other knowledge, information, skills, and materials which are known, learned, invented, developed or controlled by Licensor pertaining to the Equipment and/or Licensed Patent and/or useful in the manufacture or use of the Equipment and/or Licensed Patent and any modifications, variations, derivative works, and improvements of or relating to any of the foregoing. |
| 1.11 | Licensed Patent means the U.S. Patent Application No. 15/606672 entitled ’System and Method for Cryogenic Separation of Plant Material” which issued on December 15, 2020, as US. Patent 10,864,525, and does not include any continuations, reissues, reexaminations, or international equivalents thereof. For avoidance of doubt, Licensee is not permitted to use any of Licensor’s Intellectual Property except as authorized under this Agreement for applications within the Territories and within the authorized field of use, which is: Permitted Toll Processing Activity. Should Licensor be issued, during the Term of the Agreement, a new patent applicable to the use of the Equipment, Licensor and Licensee shall amend this section to include such new patent under the definition of “Licensed Patent” for the purposes of this Agreement. |
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| 1.12 | Liquidation Event means a (i) merger, share, exchange or other reorganization that results in a change of control (ii) the sale by one or more stockholders of a majority of the voting power of the Licensee (“Stock Sale”); or (iii) sale of all or substantially all of the assets of the Licensee (or that portion of its assets related to the subject matter of this Agreement) (“Asset Sale”) in which for (i), (ii) and (iii) above, the stockholders of the Licensee prior to such transaction do not own a majority of the voting power of the acquiring, surviving or successor entity, as the case may be. |
| 1.14 | Net Revenue means Revenue LESS properly documented Permitted Expenses, which mean: |
| (a) | cost of direct labor per hour solely for the operation of the machine for actual run time; |
| (b) | utility costs, where direct utility costs or cost differentials can be identified and attributable to the operation of the Units; |
| (c) | cost of materials used directly and exclusively in connection with the operation and repairs of the Units (e.g., liquid nitrogen), and |
| (d) | a fixed agreed hourly administrative charge by Licensor based on actual processing hours with respect to invoicing, collections, recording, disbursements, and reporting, and |
| (e) | cost of labor for Unit repairs and spare parts for the Units, which cost shall be split in equal parts among Licensor and Licensee. |
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| 1.15 | Reporting Quarter means, with respect to each Unit, the three-month period beginning with the last day of the Grace Period and each three consecutive three-month period thereafter. For illustration purposes, if the Grace Period ends on May 1 with respect to a certain Unit, the Reporting Quarter will be the three-month period beginning May 1 and ending July 31. The first Reporting Quarter with respect to a Unit shall also include activities pertaining to the Grace Period for the respective Unit. |
| 1.16 | Revenue means the sum of all invoices generated (whether collected or not) in connection with the processing of plant matter by using the Equipment and/or Licensed Patent by Licensee, Affiliates, or Sublicensees via Permitted Toll Processing Activity to any customer or any other related revenue streams agreed among the Parties. |
| 1.17 | Sublicensee means any entity to which an express sublicense has been granted by Licensee under the Licensed Patents, but only provided that the Licensor has agreed to the terms of the sublicense. For clarity, no Sublicense is granted to First Sublicensee, which is a signatory to the Agreement. |
| 1.18 | Territories shall mean Pennsylvania, New Jersey, New York and Florida (each, a “Territory”). |
| 2. | License Grant and Equipment Rental. |
| 2.1 | License Grant. Licensor hereby grants to Licensee an exclusive commercial license partially revocable per the terms of this Agreement under the Licensed Patent and Know-How to secure licenses in the Territories under the terms of this Agreement, solely for Permitted Toll Processing Activity during the Term of this Agreement and solely in the manner further described in this Agreement. A condition needed to maintain exclusivity for any territory contemplated by this Agreement, is the payment of an Exclusivity Fee by Licensee for the respective Territory under section 3.1. First Sublicensee hereby agrees and consents that it will not have any rights to any License or Sublicense unless separately negotiated with Licensor and that First Sublicensee hereby relinquishes any claims from Licensor as of the date hereof and in perpetuity and will hold harmless and indemnify Licensor for any claims arising out of First Sublicensee’s performance under this Agreement. |
| 2.2 | Sublicensing. Licensee has the right to grant Sublicense Agreements under the Licensed Patents subject to the following: |
| (a) | A Sublicense Agreement shall be entered into only with the previous written consent of Licensor and shall not exceed the scope and rights granted to Licensee hereunder. Sublicensee must agree in writing to be bound by the applicable terms and conditions of the Agreement. Any draft and negotiations by Licensee with potential Sublicensees shall be discussed in advance with Licensor, and only contractual terms agreed in writing by the Licensor in its sole discretion shall be proposed. Any sublicense granted by Licensee to a Sublicensee shall prohibit the Sublicensee from further sublicensing. |
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| (b) | Licensee shall deliver to Licensor a true, complete, and correct copy of each Sublicense Agreement for review and written approval and submit to Licensor for its review and approval before offering or signing any modification or termination thereof, at least thirty (30) days before the intended execution, modification, or termination of such Sublicense Agreement. |
| (c) | Sublicensees shall be in possession of valid Cannabis Licenses appropriate for conducting the Permitted Toll Processing Activity and for paying Sublicense royalties and/or Equipment rental fees. |
| (d) | Licensor is hereby authorized to provide back-office administration invoices, and, if appropriate, collection of all payments due, directly or indirectly, to Licensor from Licensee or Sublicensees and/or their customers, and to summarize and deliver all reports and royalties due, directly or indirectly, to Licensor from Sublicensees. |
| (e) | All rights and licenses of Sublicensees shall terminate upon termination of the Agreement, or, alternatively, if one of the Territories is terminated or exclusivity revoked for a Territory without a termination of the Agreement, the rights and licenses of the respective Sublicensees operating in the respective Territory shall terminate. In the event of Licensee’s termination in general or termination of one or more Territories, Licensor may enter into a licensing agreement with any of the Sublicensees of the terminated Licensee, terminated Territory or of the revoked exclusivity for a Territory. |
| (f) | Notwithstanding any sublicenses as permitted hereunder, Licensee shall remain primarily liable to Licensor for all of Licensee’s duties and obligations contained in this Agreement, including without limitation the payment of Upfront license Fees and Royalties, whether or not paid to Licensee by a Sublicensee. Any act or omission of a Sublicensee that would be a breach of this Agreement if performed by Licensee, including violations of representations and warranties by Licensee to Licensor or Sublicensees to Licensee, will be deemed to be a breach by Licensee of this Agreement and will allow Licensor to take the corresponding actions, including, if applicable, discretionary termination of the Agreement and/or of the respective Territory as further provided in this Agreement. |
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| 2.3 | Equipment Rental. If applicable, and as further stipulated, Licensor shall deploy to Licensee or to such Sublicensee facility as agreed between Licensor and Licensee, a total of 11 (eleven) Units within 24 months from the date of this Agreement, but only if Licensee payments are made in a timely manner, Units shall be deployed as agreed between Licensor and Licensee and following execution of Sublicense Agreements with owners of facilities who are holders of required Cannabis Licenses in one or more of the Territories. Licensor shall not have a duty to deliver, and shall not deliver, additional Units if any installment of the Upfront Fee is not fully paid. Upon the earlier of (a) partial termination of this Agreement with respect to one or more of the Territories or (b) termination of this Agreement, all Units with respect of the Territory shall be returned to Licensor in the same condition as when received, ordinary wear and tear excepted. Licensor at all times shall retain title to and have access to the Units, which shall be conspicuously labeed at all times as “Property of Cryomass Technologies Inc and not subject to any enforcement/collections against Licensee or Sublicensee, except enforcement by Cryomass Technologies Inc” or a similar labeling provided by Licensor, which may, in Licensor’s sole discretion, include a reference to the Licensed Patent or other Licensor intellectual property. Licensee and/or Sublicensees shall keep the Units free from any other marking or labeling which might be interpreted as a claim of ownership by anyone else than Licensor. Licensee and/or Sublicensees shall not have the right to dispose of or alter the Equipment other than as provided in this Agreement. |
| 2.4 | Use of Equipment and Repairs. Licensee and Sub-Licensees, including First Sublicensee, had an obligation to, and will only use the Equipment in the manner provided in the Equipment instruction manual or as otherwise specifically instructed by Licensor. Licensee/Sublicensees shall maintain and provide Licensor with customer data sheets in the format required by Licensor. Any Licensee personnel or contracted personnel shall only operate the Units after having been duly trained. Records of training will be maintained by Licensee and/or Sublicensee as applicable and available for inspection by Licensor with reasonable notice. Licensee/Sublicensee (including First Sublicensee, during the entire time that the Unit is at First Sublicensee premises) shall promptly notify Licensor of any Unit malfunction or needed repairs and shall not perform any repairs. Only authorized Licensor contractors or employees shall repair the Units. Licensee shall provide reasonable access to Units, information and support for the repairs. |
| 2.5 | Reservation of Rights. Licensor reserves the right to improve and deploy the Licensed Patent and the Equipment for any purposes in any other territory outside the Territories and in the Territories for any purpose other than cannabis sativa separation and processing. |
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| 3. | Fees and Royalties. |
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| 3.3 | Royalties. Licensee shall be liable to pay Licensor an Earned Royalty in the amount of fifty percent (50%) of Licensee’s Net Revenue during the Term of this Agreement, which shall be payable on the following schedule: Following a Licensor Report, provided in the manner and content described in Section 4.2, Licensee will pay Licensor the amount of the Earned Royalty deriving from Net Revenue collected by Licensee during the reporting period applicable to that Licensor Report, within 7 (seven) calendar days from delivery of the Licensor Report by Licensor to Licensee, which Licensor Report will be drafted based partially on bank statements received from Licensee to be promptly delivered at the end of each month. In any event, all amounts collected and accurately applied/identified against invoices and expenses during a given month shall be distributed within 7 (seven) days from the delivery of the Licensor Report or any applicable reconciliation of accounts for the respective month. Licensee will subsequently pay Licensor the balance of the Earned Royalty promptly after Licensee collects applicable revenue. Payments to Licensee and/or Licensor from the Bank Account with respect to any month shall only be made following proper reconciliation of collections with respect to an open Quarterly Report and paid and identified as Earned Royalty payments with respect to a specific Quarterly Report and Unit. Any collection expenses regarding Revenue from Sublicensees and/or their customers, which may be initiated by Licensor, shall be at the charge of the Licensee. Licensee’s failure or delay in collecting any due revenue or royalties from Sublicensees and/or their customers shall not relieve Licensee from the obligation to meet the Earned Royalty payment obligation. Any Revenue not collected by the end of a Reporting Quarter shall be collected as soon as practicable during the subsequent Reporting Quarter, Net Revenue with respect to such Revenue shall be calculated and the respective portion of the Net Revenue representing unpaid Earned Royalties due to Licensor for past Reporting Quarters shall be reconciled and distributed as soon as practicable in subsequent Reporting Quarters. Uncollected amounts shall be addressed in the manner described in Section 4.6. Licensee shall agree with Permitted Toll Processing Activity customers or, as applicable with Sublicensees the credit terms regarding payments due in connection with the Permitted Toll Processing Activity and related revenue streams that may be agreed from time to time for recycling of plant material. Licensee shall collaborate at all times with Licensor in communicating with Sublicensees and providing the necessary information required by Licensor to ensure the accuracy of the Licensor Report. |
| 3.4 | Sublicensing Fee. |
| (a) | Licensee shall not enter into negotiations with Sublicensees and shall not enter into any Sublicense Agreement without the written consent of an authorized officer of the Licensor and as otherwise provided in this Agreement. |
| (b) | All revenues generated by Licensee and/or Sublicensees shall be included in the Revenue calculation. Licensee is not allowed to enter into any side agreement, explicit or implicit, verbal or in writing, with Sublicensee, its affiliates or any third party with a view to circumvent Licensee’s contractual obligations towards Licensor, reduce the amount of Net Revenue or reduce the Earned Royalty (“Side Agreement”). Evidence of a Side Agreement shall be considered an Incurable Material Breach of this Agreement and shall promptly give Licensor the right to terminate this Agreement upon notice, collect any Earned Royalty that would have been due to Licensor but for the Side Agreement, and avail itself of any other remedies at law or equity. |
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| 3.6 | Non-cash Consideration. Licensee shall not receive anything of value in lieu of cash payments from Sublicensees in consideration for any agreements, verbal or in writing, including, but not limited to Sublicense Agreements, which may have as an effect a reduction in Revenue from Sublicensees without the express prior written consent of Licensor which may be withheld in Licensor’s sole and absolute discretion. In the event a non-cash consideration is expressly agreed to in writing by Licensor at a future date, such consideration shall be valued at its fair market value as of the date of receipt for purposes of calculating the payments due to Licensor under this Agreement. |
| 4. | Payment. |
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| 4.2 | Licensor Financial Reporting. Fifteen calendar days after the end of each Reporting Quarter in respect with each Unit, Licensor shall provide Licensee with a report on all Revenues and Permitted Expenses in connection with Permitted Toll Processing Activity or any other revenue streams agreed with Licensor per Unit, expressly permitted by Licensor and generated solely by authorized uses of each Unit deployed to date under this agreement (“Licensor Report”), in connection and in respect with each Unit, whether such revenue is generated directly by Licensee or by any of the Sublicensees. Licensor shall submit this report even if there are no Revenues with respect to the Unit during the Reporting Quarter. This report (in the form of Exhibit A) shall include Earned Royalties due under Section 3.2 above. Fifteen days after the end of each calendar month in respect with each Unit Licensor shall provide Licensee with an update on the Quarterly Report on all Revenues and Permitted Expenses in connection with Permitted Toll Processing Activity or any other revenue streams agreed with Licensor per Unit, expressly permitted by Licensor and generated solely by authorized uses of each Unit deployed to date under this agreement (“Licensor Report”), in connection and in respect with each Unit for the respective month, whether such revenue is generated directly by Licensee or by any of the Sublicensees. |
| 4.3 | Records. Licensee shall keep, and shall require its Affiliates, Sublicensees and their customers to keep, accurate and correct books of account, records of all transactions in connection with this Agreement and the Sublicense Agreements, and any and all other records that may be necessary for the purpose of showing the amounts payable to Licensor hereunder for at least six (6) years from the end of the calendar year of the record documents. Said records shall be kept at Licensee’s, Affiliates’ or Sublicensees’ principal place of business. |
| 4.4 | Audit. Licensee shall, and it shall require all Affiliates, Sublicensees and their customers to: (a) open such records for inspection upon reasonable notice during business hours, and no more than once per year, by either Licensor’s, Licensor’s auditor(s) or an independent certified accountant selected by Licensor, for the purpose of verifying the amount of payments due; and (b) retain such records for at least six (6) years from the end of the calendar year of the record documents. The terms of this Article shall survive any termination of this Agreement. Licensor is responsible for all expenses of such inspection, except that if any inspection reveals an underpayment greater than five percent (5%) of royalties due to Licensor, then Licensee shall pay all expenses of that inspection and the amount of the underpayment and interest to Licensor within thirty (30) days of written notice thereof. Licensee shall also reimburse Licensor for reasonable expenses required to collect the amount underpaid. |
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| 4.5 | Payment. All disbursements due to Licensor and Licensee shall be released from the Bank Account and made in U.S. dollars by wire or electronic transfer . |
| 5. | Performance Milestones. Licensee agrees to use commercially reasonable and diligent efforts to engage with potential Sublicensees and negotiate in good faith agreements under terms consented to by Licensor as soon as practicable. Licensee shall complete the milestones set forth in Exhibit C attached hereto on or before the deadlines set therein. Licensor shall have sole discretion to determine if Licensee has satisfied a milestone. |
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| 7. | Security Breach. Either Party shall promptly notify the other party in the event of a suspected or established breach of security (physical or virtual) in connection with any and all activity related to this Agreement, potentially resulting in an unauthorized disclosure, misappropriation or loss of Confidential Information or Know-How. The Parties shall collaborate in identifying the responsible for the breach and mitigate the effects, and in prosecuting the responsible. The Parties shall cooperate with government authorities investigating security breaches. |
| 8. | Term and Termination. |
| 8.1 | Term. Unless terminated earlier as provided for herein, the “Term” of this Agreement will commence on the Effective Date and continue for a duration of 5 (five) years, unless terminated pursuant to this Section 8 or as otherwise provided in this agreement. |
| 8.2 | Termination by Licensee. Licensee may not terminate this Agreement other than for a material Licensor’s breach of Licensor’s duties under this Agreement, which breach is not cured for 60 (sixty) calendar days from the date a notice of breach is duly served on Licensor. |
| 8.3 | Termination by Licensor. Licensor may terminate this Agreement in its sole discretion if Licensee (or any of its Affiliates or Sublicensees): |
| (a) | Commits an Incurable Material Breach (which includes breaches by Sublicensees and affiliates); |
| (b) | is delinquent more than 15 (fifteen) calendar days in any Licensee Report or payment due under this Agreement; |
| (c) | is not using commercially reasonable and diligent efforts to generate revenue in furtherance of this Agreement; |
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| (d) | fails to meet a milestone set forth in Exhibit C, which Exhibit C shall be agreed between Licensor and Licensee no later than March 31, 2024; |
| (e) | is in breach of any material provision of this Agreement, including, but not limited to, Sections 3 and 4; |
| (f) | engages a potential Sublicensee without Licensor permission; |
| (g) | has provided, on its behalf or on behalf on another person, any representations and warranties that are false or has failed to update representations and warranties that are no longer accurate; |
| (h) | provides any false Licensee Report. |
| 8.4 | Partial Termination as to a Territory. With respect to any Territory, if Licensee (itself or through Sublicensees) fails to realize the Minimum Revenue for more than two Reporting Quarters in a row in connection with any Unit deployed in a Territory, Licensor shall, in its sole discretion revoke the Licensee’s exclusive license as to the Territory (and thus any Sublicense may be terminated with respect to such Territory) and give another party a concurrent, non-exclusive license as to the Territory and deploy additional Units to any party designated by Licensor. |
| 8.5 | Bankruptcy. This Agreement shall automatically terminate without further action by either party if either Licensor or Licensee files for bankruptcy, has a bankruptcy action against it, becomes insolvent, enters into a composition with creditors or has a receiver appointed for it. All Earned Royalty and/or Upfront License Fee becomes immediately due in such circumstances. |
| 8.6 | Effect of Termination. If the Agreement is terminated for any reason: |
| (a) | All rights and licenses of Sublicensees shall terminate upon termination of the Agreement; and |
| (b) | Licensee shall cease advertising, using or in other manner generating revenue in connection with the Licensed Patent or Equipment by the effective date of termination; and |
| (c) | Licensee shall only be liable for payment of all accrued royalties and other payments due to Licensor as of the effective date of termination as well as any accrued interest, and such payment shall be due immediately; and |
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| (d) | If the Agreement is terminated for Licensee’s failure to pay the first Upfront Fee installment, then any Unit(s) deployed to Licensee, its Affiliates or Sub-Licensees, shall be promptly returned to Licensor at Licensee’s expense. |
| (e) | Nothing in this Agreement will be construed to release either party from any obligation that matured prior to the effective date of termination. |
| 8.7 | Surviving Provisions. The following Sections shall survive the termination of this Agreement: |
| (a) | Section 9 (Confidentiality) |
| (b) | Section 10 (Background Intellectual Property and Improvements) |
| (c) | Section 11 (Patent Matters) |
| (d) | Section 13 (Government Laws and Regulations) |
| (e) | Section 14 (Warranties and Disclaimers) |
| (f) | Section 15 (Risk) |
| (g) | Section 17 (Use of Name) |
| (h) | Section 18 (Notices) |
| (i) | Section 19 (General Provisions) |
The following Paragraphs and Articles shall survive termination with respect to any activities and payment obligations accruing prior to termination or expiration of the Agreement:
| (j) | Section 3 (Fees and Royalties) |
| (k) | Section 4 (Payment) |
| 9. | Confidentiality. Licensor, Licensee and First Sublicensee each agree that all Confidential Information disclosed in tangible form, and marked “confidential” and forwarded to one by the other, or if disclosed orally, is designated as confidential at the time of disclosure: (i) is to be held in strict confidence by the receiving party, (ii) is to be used by and under authority of the receiving party only as authorized in the Agreement, and (iii) shall not be disclosed by the receiving party, its agents or employees without the prior written consent of the disclosing party. Licensee has the right to use and disclose Confidential Information of Licensor reasonably in connection with the exercise of its rights under the Agreement, including without limitation disclosing to Affiliates, Sublicensees, potential investors, acquirers, and others on a need-to-know basis, if such Confidential Information is provided under conditions which reasonably protect the confidentiality thereof. Each party’s obligation of confidence hereunder includes, without limitation, using at least the same degree of care with the disclosing party’s Confidential Information as it uses to protect its own Confidential Information, but always at least a reasonable degree of care. |
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| 10. | Background Intellectual Property and Improvements. As between the Parties, and subject to the licenses granted under this Agreement, each Party retains all rights, title, and interests in and to all patent rights, know-how, and other intellectual property rights that such Party owns or otherwise controls as of the Effective Date or that it develops or otherwise acquires after the Effective Date outside the performance of the activities under this Agreement. Both Parties acknowledge that Licensor shall have exclusive and proprietary rights and interests in all rights, ownership, interests and intellectual properties arising out of or created during the performance of this Agreement (the “Developed Intellectual Property Rights”). Licensee and/or Sublicensees, as appropriate, shall take all appropriate actions and render all appropriate assistance for the purposes of vesting any ownership, title or interest of any Developed Intellectual Property Rights in Licensor as well as to vest in Licensor any new patents hereafter developed by Licensee and/or Sublicensees. |
| 11. | Patent Matters. |
| 11.1 | Patent Costs. |
Licensor shall bear all costs related to the License Patent maintenance.
| 11.2 | Marking. Licensee shall mark all Units as “Property of Cryomass Technologies Inc and not subject to any enforcement/collections against Licensee or Sublicensee, except enforcement by Cryomass Technologies Inc” or a similar labeling provided by Licensor, which may, in Licensor’s sole discretion, include a reference to the Licensed Patent or other Licensor intellectual property. Licensee and/or Sublicensees shall keep the Units free from any other marking or labeling which might be interpreted as a claim of ownership by anyone else than Licensor. Licensee shall mark all Units, if applicable, with any patent markings required by law as instructed by Licensor. |
| 11.3 | Infringement of the Licensed Patent or Unauthorized Disclosure of Know-How. |
| (a) | If either Licensor, Licensee or First Sublicensee becomes aware of any infringement or potential infringement of the Licensed Patent, or of any unauthorized disclosure or use of the Know-How, each party shall promptly notify the other of such in writing. |
| (b) | Licensor shall, in its sole discretion, enforce the Licensed Patent against any infringement by a third party. Licensee and/or First Sublicensee shall provide cooperation and, if determined necessary by Licensor, shall join as a party. Licensee and/or First Sublicensee shall not settle, enter into voluntary disposition of, or compromise any other type of litigation in a manner that imposes any obligations or restrictions on Licensor or grants any rights to the Licensed Patent without Licensor’s prior written permission. |
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| (c) | Licensor shall retain the right at any time to initiate an infringement action to enforce the Licensed Patent against the infringing activities. If Licensor pursues an infringement action in which the person or persons responsible for the infringement are affiliated with Licensee or Sublicensees, Licensee shall be responsible for all costs related to the infringement action. In addition, Licensor, in its sole discretion, shall have the right at any time to intervene at Licensor’s own expense and join Licensee in any claim or suit for infringement of the Licensed Patents. In the event Licensor elects to join in such a claim or suit, any consideration received in connection with any such claim or suit shall be shared between Licensor and Licensee in proportion with their share of the litigation expenses in such infringement action. |
| (d) | In any infringement suit or dispute, the parties agree to cooperate fully with each other. At the request of the party bringing suit, the other party will permit reasonable access after reasonable advance notice to all relevant personnel, records, papers, information, samples, specimens, etc., during regular business hours, as is necessary for the infringement suit or dispute and/or to comply with lawful process of a court of competent jurisdiction. |
| (e) | If it is necessary to name Licensor as a party in such action for infringement, then Licensee must first obtain Licensor’s prior written permission, which permission shall not be unreasonably withheld, provided that Licensor shall have reasonable prior input on choice of counsel on any matter where such counsel represents Licensor. |
| 11.4 | Challenging the Licensed Patent. |
| (a) | In the event that Licensee or its Sublicensee(s), during the Term of this Agreement, contest the validity or enforceability of the Licensed Patent or whether there is infringement of the Licensed Patent (collectively, “Patent Challenge”), Licensee agrees, and shall require its Sublicensees to agree, to pay to Licensor all royalties due under the Agreement during the period of the Patent Challenge. Such amounts shall be paid directly to the Licensor as specified in Section 4.4 and not into any escrow or other account. |
| (b) | In the event that a Patent Challenge brought by Licensee is successful, Licensee shall have no right to recoup any royalties paid prior to the conclusion of the Patent Challenge. The parties agree that a Patent Challenge is concluded when a court of competent jurisdiction enters final judgment or when a national patent office enters a final determination, and in any event when the parties have exhausted all possible appeals. |
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| (c) | In the event of a Patent Challenge brought by Licensee, Licensee shall pay the reasonable attorney fees and costs of Licensor in such action if the challenged Licensed Patent(s) is/are not found invalid, unenforceable or limited in scope by a United States District Court or the U.S.P.T.O. or another competent jurisdiction. |
| (d) | Licensor reserves the right to terminate this Agreement immediately if Licensee or its Affiliate or Sublicensee initiates any proceeding or action to challenge the validity, enforceability, or scope of one or more of the Patent rights, or assist a third party in pursuing such a proceeding or action. |
| 12. | Licensor’s Right of First Refusal. Should Licensee, or Licensee’s parent company, receive a solicited or unsolicited offer for either a majority of the assets or majority (51%) stock acquisition of Licensee’s assets or, respectively, stock from one party (including its affiliates), Licensee or its parent company shall promptly inform Licensor of such offer, including the identity of the offeror, and shall give Licensor the right of first refusal with respect to such offer at the offering price. Licensor shall have 10 (ten) calendar days to provide its offer with respect to either Licensee’s assets or stock, followed by a 30 (thirty) days due diligence and an additional 30 (thirty) days for Licensor to raise capital |
| 13. | Government Laws and Regulations. |
| 13.1 | Government Approvals. Licensee (including Licensee’s affiliates), at Licensee’s expense, or Sublicensee as appropriate, shall obtain and maintain at all times all necessary government approvals, including Cannabis License for deployment of Units, use of Licensed Patent and generation of revenues in connection with this Agreement and any applicable Sublicense. Under no circumstance shall Licensor be, and shall not be, considered or represented to be a third-party beneficiary of any cannabis product manufacturing or transaction relationship between Licensee and a Cannabis License holder from any state. Should any Government Authority indicate to Licensee, its affiliates or Sublicensees, verbally or in writing, that it might consider Licensor a third-party beneficiary in connection with any cannabis-related transaction requiring a Cannabis License, the person having knowledge of such potential designation shall promptly (1) inform Licensor of the circumstances of the Government Authority statement, and (2) shall fully cooperate with Licensor to ensure that Licensor will not be considered a third-party beneficiary or a person operating without a Cannabis License. |
| 13.2 | Government Registration. If this Agreement or any associated transaction is required by law to be either approved or registered with any governmental agency, Licensee shall assume all legal obligations to do so and shall do so at Licensee’s expense. |
| 13.3 | Violations of Applicable Cannabis Laws and Regulations. Licensee shall observe and shall contractually mandate its affiliates and Sublicensees to observe all applicable cannabis laws and regulations. |
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| 14. | Warranties and Disclaimers. |
| 14.1 | Licensor Representations and Warranties. Licensor represents and warrants to Licensee that to the best of the knowledge of Licensor, Licensor has full corporate power and authority to enter into this Agreement, this Agreement constitutes the binding legal obligation of the Licensor, and execution and performance of this Agreement by Licensor will not violate or conflict with any other agreement to which Licensor is a party or by which it is bound or with any law, rule or regulation applicable to Licensor. Licensor further represents and warrants that it is a duly organized, validly existing entity, and is in good standing under the laws of its jurisdiction of organization. |
| 14.2 | Licensor’s DISCLAIMER OF WARRANTIES. EXCEPT AS SPECIFICALLY SET FORTH ABOVE, LICENSEE UNDERSTANDS AND AGREES THAT LICENSOR MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, AS TO THE UNITS, OR AS TO THE OPERABILITY OR FITNESS FOR ANY USE OR PARTICULAR PURPOSE, MERCHANTABILITY, SAFETY, EFFICACY, APPROVABILITY BY REGULATORY AUTHORITIES, NONINFRINGEMENT, AND/OR BREADTH OF PATENT RIGHTS. LICENSOR MAKES NO REPRESENTATION AS TO WHETHER ANY CLAIM OR PATENT WITHIN PATENT RIGHTS IS VALID, OR AS TO WHETHER THERE ARE ANY PATENTS NOW HELD, OR WHICH WILL BE HELD, BY OTHERS OR BY LICENSOR THAT MIGHT BE REQUIRED FOR USE OF PATENT RIGHTS IN FIELD OF USE. NOTHING IN THE AGREEMENT WILL BE CONSTRUED AS CONFERRING BY IMPLICATION, ESTOPPEL OR OTHERWISE ANY LICENSE OR RIGHTS TO ANY PATENTS OR TECHNOLOGY OF LICENSOR OTHER THAN THE PATENT RIGHTS, WHETHER SUCH PATENTS ARE DOMINANT OR SUBORDINATE TO THE PATENT RIGHTS, OR THE UNITS SPECIFICALLY DESCRIBED HEREIN. |
| 14.3 | Licensee’s and First Sublicensee’s Representations and Warranties. Licensee and First Sublicensee each represent that each has full corporate power and authority to enter into this Agreement, this Agreement constitutes the binding legal obligation of the Licensee and/or First Sublicensee, and execution and performance of this Agreement by Licensee and /or First Sublicensee will not violate or conflict with any other agreement to which either Licensee or First Sublicensee is a party or by which it is bound or with any law, rule, or regulation applicable to such parties. Licensee and First Sublicensee each further represents and warrants that it is a duly, validly existing entity, and is in good standing under the laws of its jurisdiction of organization. Licensee and First Sublicensee each further represents and warrants that it has had the opportunity to review the Licensed Patent along with the prosecution history of Patent Application No. 15/606672 entitled “System and Method for Cryogenic Separation of Plant Material,” and that Licensee and/or First Sublicensee had the opportunity to engage professionals to aid Licensee and/or First Sublicensee in this review; based on that review, Licensee and/or First Sublicensee believes that the Licensed Patent is valid and enforceable. |
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| 15. | Risk. |
| 15.1 | Indemnification. |
Licensee (including RedTape Core Partners LLC and its affiliates) agree to indemnify, defend (with counsel selected by Licensor) and hold harmless Licensor, and its respective officers, directors, managers, employees, and agents (“Indemnitees”) against any and all liabilities, claims, suits, causes of action, judgments, liens, losses, damages, costs, fees, penalties, fines and expenses (including, without limitation, reasonable attorneys’ fees and other expenses of litigation) (“Liabilities”) resulting from claims or demands brought by third parties against an Indemnitee on account of any injury or death of persons, damage to property, or any other damage or loss whatsoever (1) arising out of or in connection with Licensee’s actions under this Agreement; (2) arising out of or in connection with the exercise or practice of the rights granted hereunder by or under authority of Licensee, its Affiliates or their Sublicensees, or (3) relating in any way to the use of Units once deployed by Licensor. This indemnification shall include, without limitation, any product liability claim or other claim of any kind related to the use by a third party of a Unit that was manufactured, sold, rented or otherwise disposed of by Licensor, its assignees, Sublicensees, vendors, or other third parties, and (ii) a claim by a third party that the Licensed Patent or the design, composition, manufacture, use, lease, sale or other disposition of any Unit infringes or violates any patent, copyright, trademark or other intellectual property rights of such third party; provided, however, that Licensee will not be required to indemnify Licensor for any claim against Licensor for patent infringement based on a permissible use of the Equipment under this License Agreement. For avoidance of doubt, Licensor expressly disclaims any indemnification obligation based on Section 2-312(3) of the Uniform Commercial Code or its state equivalent.
| 15.2 | Insurance |
| (b) | The policy or policies of insurance described in this Section 15.2 (a shall be issued in such form as is reasonably acceptable to Licensor and shall be issued by a carrier with an A.M. Best rating of A(VIII) or better. The policy or policies shall be endorsed to (i) name Licensor and their respective officers, directors, managers, employees, and agents as additional insureds on a primary and noncontributory basis; and (ii) to provide Licensor with at least thirty (30) days prior written notice of cancellation or material change in coverage. Within thirty (30) days following the Effective Date and thereafter no less than thirty days prior to expiration of the policy, Licensee shall provide Licensor with certificates of insurance, copies of endorsements and portions of the policy, where necessary, to evidence the required coverage and any renewals thereof for a period of at least one year. |
| (c) | Licensor, in Licensor’s sole discretion, may at any time during the Term review the insurance limits required above and adjust the limits to be consistent with commercially reasonable requirements for similar agreements. |
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| 15.3 | Limitation of Liability. IN NO EVENT SHALL LICENSOR, AND ITS OFFICERS, EMPLOYEES, AGENTS OR AFFILIATED ENTERPRISES, BE LIABLE FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY, OR PUNITIVE DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS OR REVENUE) ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT OR ITS SUBJECT MATTER, REGARDLESS OF WHETHER ANY SUCH PARTY KNOWS OR SHOULD KNOW OF THE POSSIBILITY OF SUCH DAMAGES. |
| 16. | Assignment. The Agreement may not be assigned by Licensee and/or First Sublicensee without the prior written consent of Licensor, which Assignment Licensor shall not unreasonably withhold. A merger or other transaction in which the equity holders of Licensee prior to such event hold less than a majority of the equity of the surviving or acquiring entity shall be considered an assignment of the Agreement. For any permitted assignment to be effective, (a) Licensee shall be in good standing under this Agreement, (b) the assignee shall assume in writing (a copy of which shall be promptly provided to Licensor) all of Licensee’s interests, rights, duties and obligations under the Agreement and agree to comply with all terms and conditions of the Agreement as if assignee were an original party to the Agreement. |
| 17. | Use of Name. Licensee and/or First Sublicensee shall not use the name, trademarks or other marks of Licensor without the advance written consent of Licensor, which may be withheld in Licensor’s sole discretion. Licensor may use Licensee’s and/or First Sublicensee’s name and logo for annual reports, brochures, website, internal reports and other marketing materials and publications without Licensee’s prior consent provided that this use is limited to advertising the Licensee’s ability to offer the Units and that this use does not state or imply that Licensee and/or First Sublicensee is the owner of the Units. |
| 18. | Notice. All notices to be given under this Agreement shall be in writing and delivered either personally, by email or sent by United States mail, certified, postage prepaid, or by pre-paid nationally recognized overnight courier service, and in each case addressed as set forth in this Section 18. Notices given under this Agreement will be deemed to have been given when received or when receipt is refused or when delivery is first attempted but cannot be made. Either party may change the location at which it receives notices to another location within the United States of America upon not less than ten (10) days’ prior written notice to the other pursuant to this Section 18. |
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| 19. | General Provisions. |
| 19.1 | Governing Law. The Agreement will be construed and enforced in accordance with laws of the State of Nevada, without regard to the choice of law and conflicts of law principles. |
| 19.2 | Compliance with Laws. Licensee and its affiliates, First Sublicensee and Sublicensees will comply with all applicable federal, state and local laws and regulations. |
| 19.3 | Forum Selection. Licensee and First Sublicensee acknowledge that any claim for breach of the Agreement asserted by one party hereto against the other, or by Sublicensees, shall be brought in a court of competent jurisdiction in Las Vegas, Nevada. |
| 19.4 | Prevailing Party. If any legal action or other proceeding is brought for the enforcement of this Agreement or because of an alleged dispute, breach, default or misrepresentation in connection with any provisions of this Agreement, the successful or prevailing party or parties shall entitled to recover from the non-prevailing , reasonable attorneys’ fees, court costs and all expenses, even if not taxable as court costs (including, without limitation, all such fees, costs and expenses incident to appeals), incurred in that action or proceeding, in addition to any other relief to which such party or parties may be entitled. |
| 19.5 | Binding Effect. The Agreement is binding upon and inures to the benefit of the parties hereto, their respective executors, administrators, heirs, permitted assigns, and permitted successors in interest. |
| 19.6 | Joint and Several Liability. Each of RedTape Core Partners LLC, Coastal Refinement Solutions Inc. and their affiliates shall be jointly and severally liable for the obligations of Licensee and/or Sub-Licensees in this Agreement. |
| 19.7 | Force Majeure. In the event any party shall be delayed, hindered, or prevented from performing any act required by this Agreement by reason of labor strikes, lock-outs, inability to procure materials, failure of power, restrictive governmental laws or regulations, riots, insurrections, war or any reason of similar nature, not the fault of the delayed party, then the performance of such act shall be excused and extended for a period equal to the period of such delay, provided that if such delay lasts for more than 30 days the Licensor has the right to terminate this Agreement. |
| 19.8 | Construction of Agreement. Headings are included for convenience only and will not be used to construe the Agreement. The parties acknowledge and agree that both parties substantially participated in negotiating the provisions of the Agreement; therefore, both parties agree that any ambiguity in the Agreement shall not be construed more favorably toward one party than the other party, regardless of which party primarily drafted the Agreement. |
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| 19.9 | Modification. Any modification of the Agreement will be effective only if it is in writing and signed by duly authorized representatives of both parties. No modification will be made by email communications. |
| 19.10 | Severability. The provisions of this Agreement are severable, and in the event that any provision of this Agreement shall be determined to be invalid or unenforceable under any controlling body of the law, such invalidity or unenforceability shall not in any way affect the validity or enforceability of the remaining provisions hereof. |
| 19.11 | Waiver. Neither party will be deemed to have waived any of its rights under the Agreement unless the waiver is in writing and signed by such party. No delay or omission of a party in exercising or enforcing a right or remedy under the Agreement shall operate as a waiver thereof. |
| 19.12 | Entire Agreement. This Agreement, including all Exhibits attached hereto and incorporated herein, constitutes the entire understanding between the parties. This Agreement supersedes any and all prior understandings and agreements between the parties, oral and written. |
| 19.13 | Counterparts and Signatures. The Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument. A party may evidence its execution and delivery of the Agreement by transmission of a signed copy of the Agreement via facsimile or email. |
IN WITNESS WHEREOF, the parties hereto have caused their duly authorized representatives to execute this Agreement as of the day first written above.
[signature page follows]
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| LICENSOR: | ||
| CRYOMASS TECHNOLOGIES INC | ||
| BY: | /s/ Christian Noël | |
| Christian Noël, Chief Executive Officer | ||
| LICENSEE: | ||
| By: | /s/ Michael Tanzer | |
| Michael Tanzer, Authorized Representative | ||
| FIRST SUBLICENSEE: | ||
| By: | /s/ Michael Tanzer | |
| Michael Tanzer, Chief Executive Officer | ||
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Exhibit 10.2
PATENT LICENSE AND EQUIPMENT RENTAL AGREEMENT
This Patent License and Equipment Rental Agreement (“Agreement”) is made as of August 18, 2023 (“Effective Date”) by and between CryoMass Technologies Inc, a Nevada corporation, with offices at 1001 Bannock Street, Suite 612 Denver, CO 80204 (“Licensor”), on the one hand, and RubberRock Inc, and its affiliates (collectively, “Licensee”) on the other hand (each a “Party” and collectively the “Parties”).
WITNESSETH
WHEREAS Licensor is the owner of the Licensed Patent and has the right to grant licenses thereunder;
WHEREAS Licensor owns and may build additional units of certain processing equipment, referred to also as the “CryoMass Refinement System” or “CryoSift Separator™” (“Equipment”), and whereas Licensor has developed proprietary know-how related to the operation of the Equipment (“Know-How”), which Equipment and Know-How may only be used in connection with the Licensed Patent;
WHEREAS Licensee represented to Licensor that it has the necessary business relationships, licenses, processing know-how, and marketing resources to operate for the sole purpose of conducting separation of trichomes from all types of cannabis plant biomass only (that is, not for separating trichomes from any other plant biomass but for Cannabis Biomass) (“Permitted Toll Processing Activity”) to realize income;
WHEREAS Licensee wishes to obtain from Licensor a license to use and rent one unit of the Equipment together with accompanying equipment including a freeze-dryer and solventless wash system (collectively referred to as the “Unit”) under certain rights for the use of the Licensed Patent solely in connection with the Equipment and solely in California, and Licensor is willing to grant such a license upon the terms and conditions hereinafter set forth,
NOW THEREFORE, for and in consideration of the covenants, conditions and undertakings hereinafter set forth, the parties hereby agree as follows:
| 1. | Definitions |
| 1.1 | Affiliate means any person or entity that controls, is controlled by, or is under common control with Licensee, directly or indirectly. For purposes of this definition, “control” and its various inflected forms means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such a person or entity, whether through ownership of voting securities, by contract or otherwise. |
| 1.2 | Cannabis Laws mean all applicable state and local laws governing the cultivation, harvesting, processing, manufacturing, transportation, and sale of cannabis-based products. |
| 1.3 | Cannabis Licenses mean any and all temporary, provisional, or permanent, permit, license or authorization from, or registration with, any government authority that regulates the cultivation, harvesting, production, processing, marketing, distribution, sale, possession, transportation or transfer of cannabis or related products in the relevant jurisdiction, whether for medicinal or recreational use. |
| 1.4 | Change in Control means: (i) any “person” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the applicable company representing fifty percent (50%) or more of the total voting power represented by the company’s then outstanding voting securities, whether by tender offer, or otherwise, (ii) the consummation of a merger or consolidation of the applicable company with any other entity, other than a merger or consolidation which would result in the voting securities of the company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than fifty percent (50%) of the total voting power represented by the voting securities of the company or such surviving entity outstanding immediately after such merger or consolidation, or (iii) the sale or disposition by the applicable company of all or substantially all of the company’s assets |
| 1.5 | Confidential Information means all information that is of a confidential and proprietary nature to Licensor or Licensee, including, but not limited to, all unpatented and patentable technical information, development, discoveries, software, know-how, methods, techniques, data, processes, devices, models, documentation, information, trade secrets, procedures, results and ideas and provided by one party to the other party under this Agreement. Confidential Information shall not include information that (a) can be demonstrated to have been in the public domain as of the Effective Date or comes into the public domain after the Effective Date through no fault of the receiving party; (b) can be demonstrated to have been known to the receiving party prior to execution of this Agreement and which was not acquired, directly or indirectly, from a third party under a continuing obligation of confidentiality or limited use to the disclosing party; (c) can be demonstrated to have been rightfully received by the receiving party after disclosure under this Agreement from a third party who did not acquire it, directly or indirectly, from the disclosing party under a continuing obligation of confidentiality; (d) can be demonstrated to have been independently developed by personnel of the receiving party who had no substantive knowledge of the disclosing party’s information; or (e) is required to be disclosed pursuant to law or court order. |
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| 1.6 | Government Authority means any federal, state, national, provincial, or local government, or political subdivision thereof, or any multinational organization or any authority, agency or commission entitled to exercise any administrative, executive, judicial, legislative, police, regulatory or taxing authority or power, any court or tribunal (or any department, bureau or division thereof, or any governmental arbitrator or arbitral body). |
| 1.7 | Gross Revenue means the sum of all invoices issued by Licensee, including Licensee Affiliates, to unaffiliated parties associated with or derived directly or indirectly from Permitted Toll Processing Activity and the resulting CryoSift™ produced on the Unit, including, but not limited to: (i) royalties, (ii) rentals, (iii) wholesale sales of resulting matter, and (iv) ingredients derived or extracted from plant matter processed through the Unit reduced by the amount of the estimated cannabis business tax owed by Licensee as substantiated with receipt and reconciled quarterly. |
| 1.8 | Incurable Material Breach shall mean any of the following: (a) a failure to pay the First Installment Territory Fee by the due date under this Agreement, (b) failure by Licensee to disclose any government inquiries in connection with Licensee’s cannabis business, (c) failure to maintain a valid Cannabis License, or (d) entering into a Side Agreement as such is defined in this Agreement. |
| 1.9 | “Know-How” means any and all technical information, trade secrets, formulas, prototypes, specifications, directions, instructions, test protocols, procedures, results, studies, analyses, raw material sources, manufacturing data, formulation or production technology, conceptions, ideas, innovations, discoveries, inventions, processes, methods, materials, machines, devices, formulae, equipment, enhancements, modifications, technological developments, techniques, systems, tools, designs, drawings, plans, software, documentation, data, programs, and other knowledge, information, skills, and materials which are known, learned, invented, developed or controlled by Licensor pertaining to the Equipment and/or Licensed Patent and/or useful in the manufacture or use of the Equipment and/or Licensed Patent and any modifications, variations, derivative works, and improvements of or relating to any of the foregoing. |
| 1.10 | Licensed Patent means the U.S. Patent Application No. 15/606672 entitled ’System and Method for Cryogenic Separation of Plant Material” which issued on December 15, 2020, as US. Patent 10,864,525, and does not include any continuations, reissues, reexaminations, or international equivalents thereof. For avoidance of doubt, Licensee is not permitted to use any of Licensor’s Intellectual Property except as authorized under this Agreement for applications within the Territory and within the authorized field of use, which is: Permitted Toll Processing Activity. Should Licensor be issued, during the Term of the Agreement, a new patent applicable to the use of the Equipment, Licensor and Licensee shall amend this section to include such new patent under the definition of Licensed Patent for the purposes of this Agreement. |
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| 1.12 | Reporting Quarter means each calendar quarter commencing with the fourth calendar quarter of 2023. |
| 1.13 | Sublicensee means any entity to which an express sublicense has been granted by Licensee under the Licensed Patents, but only provided that the Licensor has agreed to the terms of the sublicense. For clarity, all relevant obligations of Licensee under this Agreement will be incorporated by reference or explicitly in such Sublicensee agreements. No such agreement shall be discussed or negotiated with a potential Sublicensee without prior written Licensor approval, which Licensor may withhold in its sole discretion. |
| 1.14 | Territory shall mean California. |
| 2. | License Grant and Equipment Rental. |
| 2.1 | License Grant. Licensor hereby grants to Licensee an exclusive commercial license revocable per the terms of this Agreement under the Licensed Patent and Know-How to use the Unit in California, solely for Permitted Toll Processing Activity during the Term of this Agreement and solely in the manner further described in this Agreement. The License Grant to Licensee will be effective upon compliance of Licensee with the initial payment terms for the Territory License Fee set forth in Section 3.1 below. | |
| 2.2 | Equipment Rental. Licensor will rent one (1) Unit to Licensee pursuant to the terms of this Agreement. Upon termination of this Agreement, the Unit shall be returned to Licensor in the same condition as when received, ordinary wear and tear excepted. Licensor shall retain title to and have access to the Unit at all times, which shall be conspicuously labeled pursuant to the requirements set forth in section 10.2. Licensee shall not have the right to dispose of or alter the Equipment other than as provided in this Agreement. |
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| 2.3 | Use of Equipment and Repairs. Licensee will only use the Equipment in the manner provided in the Equipment instruction manual, Licensor standard operating procedures, or as otherwise specifically instructed by Licensor. Licensee shall maintain and provide Licensor with processing activity data sheets in the format required by Licensor. Any Licensee personnel or contracted personnel shall only operate the Units after having been duly trained. Records of training will be maintained by Licensee as applicable and available for inspection by Licensor with reasonable notice. Licensee shall promptly notify Licensor of any Unit malfunction or needed repairs and shall not perform any repairs. Only authorized Licensor contractors or employees shall repair the Units. Licensee shall provide reasonable access to Units, information and support for the repairs. The cost of all repairs and maintenance for the Equipment during the Term of this Agreement shall be the responsibility of Licensee. With respect to the Unit, neither Licensee nor any Licensee affiliate, employee, agent, contractor, visitor, director, officer, associate shall copy, reproduce, sublease the Unit, give access to third parties, or reverse engineer the Unit, manufacture spare parts for the Unit, draft drawings or schematics of the Unit, record and/or share video recordings or photos of the Equipment. |
| 2.4 | Licensor Personnel Access. At any time during the life of this Agreement upon 48 hours’ notice, Licensee shall give one or more designated Licensor administrative staff (“Licensor Administrative Staff”) full access to Licensee and Licensee Affiliates books, records, invoices, and facilities, as well as any Licensee client data and records disclosed to Licensee, for auditing purposes including, but not limited to: (i) verifying compliance with this Agreement, (ii) validating Gross Revenues and Minimum Quarterly Royalties Due, and (iii) verifying associated calculations. Licensor Administrative Staff shall have unlimited access to all physical and electronic records, including, but not limited to, Licensee bank account statements irrespective of the jurisdiction where the Licensee bank is located. Licensor undertakes to maintain confidential all information received in the course of interactions with Licensee except as needed to enforce Licensor rights under this Agreement. |
| 2.5 | Reservation of Rights. Licensor reserves the right to improve and deploy the Licensed Patent and the Equipment for any purposes in any other territory outside the Territory; further, Licensor reserves the right to improve the Licensed Patent and the Equipment and to deploy the improvements to the Licensee in the Territory at any time. |
| 3. | Fees and Royalties. |
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| 3.4 | Sublicensing Fee. Licensee shall not enter into negotiations with Sublicensees and shall not enter into any Sublicense Agreement without the written consent of an authorized officer of the Licensor and as otherwise provided in this Agreement. A Sublicensing Fee may be agreed upon by the Parties at a later date. |
| 3.5 | Non-cash Consideration. In the event a non-cash consideration is received by Licensee in lieu of payments from Licensee customers, such consideration shall be valued at the typical tolling fee or finished good rate of the goods or services sold by Licensee to the respective customer. If the Parties do not agree on valuation of the non-cash consideration, a mutually acceptable evaluator shall be retained for valuation. |
| 4. | Payments, Reporting and Records. |
| 4.1 | Monthly Payments. Licensee shall pay Royalties to Licensor in arrears within thirty days (30) days immediately following the end of each Reporting Period. Each “Reporting Period” shall begin on the first day of each calendar month and end on the last day of that calendar month. All disbursements due to Licensor under any section of this Agreement shall be made by Licensee to Licensor in U.S. dollars by wire or electronic transfer. |
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| 4.4 | Records. Licensee shall keep and shall require its Affiliates to keep, accurate and correct books of account, records of all transactions in connection with this Agreement, and any and all other records that may be necessary for the purpose of showing the amounts payable to Licensor hereunder for a period of six (6) years from the end of the calendar year associated with the record documents. Said records shall be kept at Licensee’s or, as the case may be, Affiliates’ principal place of business. |
| 4.5 | Audit. Upon 48 hours’ written notice from Licensor, Licensee shall, and shall require all of its Affiliates, to: (a) open their books and records for inspection by either Licensor, Licensor’s auditor(s) or an independent certified public accountant selected by Licensor, for the purpose of verifying the amount of payments due to Licensor. The terms of this Article shall survive any termination of this Agreement. |
| 4.6 | Form of Payment. All disbursements due to Licensor under any section of this Agreement shall be made by Licensee to Licensor in U.S. dollars by wire or electronic transfer. |
| 5. | Licensee Operational Reporting. Beginning on October 1, 2023, and every end of the Reporting Quarter thereafter, Licensee shall provide Licensor with projections detailing the processing and revenue plan for the following 3 months and marketing plans for use of the Units (if applicable). Further, Licensee must promptly notify Licensor in writing of (1) any known government investigation of Licensee, its Affiliates or its customers for any reason (including, without limitation, investigations in connection with potential cannabis laws violations, environmental laws violations, employment or immigration law violations, investigations by government authorities of any controlling shareholder, officer or director or other principal of Licensee or any of its Affiliates or its customers in connection with a potential felony), (2) security breaches and/or (3) any known situations that may reasonably lead to loss of a Cannabis License by Licensee or its affiliates. Failure to provide the Licensee Operational Reporting or failure to disclose the above items shall give Licensor the right to terminate this Agreement upon notice and with no further obligations from Licensor. |
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| 6. | Security Breach. Either Party shall promptly notify the other party in the event of a suspected or established breach of security (physical or virtual) in connection with any and all activity related to this Agreement, potentially resulting in an unauthorized disclosure, misappropriation or loss of Confidential Information or Know-How. The Parties shall collaborate in identifying the party responsible for the breach. mitigating the effects of the breach, and in prosecuting the party responsible for the breach. The Parties shall also cooperate with government authorities investigating security breaches. |
| 7. | Term and Termination. |
| 7.1 | Term. Unless terminated earlier as provided for herein, the “Term” of this Agreement will commence on the Effective Date and continue for a duration of five (5) years, unless terminated earlier pursuant to this Section 7 or as otherwise provided in this Agreement. |
| 7.2 | Termination by Licensee. Licensee may not terminate this Agreement other than for a material breach by Licensor of its duties under this Agreement, which breach is not cured within sixty (60) calendar days from the date a notice of breach is delivered to Licensor. |
| 7.3 | Termination by Licensor. Licensor may terminate this Agreement in its sole discretion with notice given in the manner described in Section 16 if Licensee (or any of its Affiliates): |
| (a) | commits an Incurable Material Breach (which includes breaches by Affiliates); |
| (b) | is delinquent more than fifteen (15) calendar days in any Licensee Report or payment due under this Agreement; |
| (c) | is not using commercially reasonable and diligent efforts to generate revenue in furtherance of this Agreement; |
| (d) | is in material breach of any provision of this Agreement, which breach is not cured within sixty (60) calendar days, including, but not limited to, Sections 3 and 4; |
| (e) | there is a Change of Control of Licensee ; or |
| (f) | if Licensee (or its Affiliates) initiates any proceeding or action to challenge the validity, enforceability, or scope of one or more of the Patent rights, or assists a third party in pursuing such a proceeding or action. |
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| 7.4 | Insolvency. This Agreement shall automatically terminate without further action by Licensor if Licensee is or becomes Insolvent. For purposes of this section, “Insolvent” shall mean: (i) Licensee files a voluntary petition under any bankruptcy, reorganization, or insolvency law of any jurisdiction, (ii) an involuntary petition under any bankruptcy, reorganization, or insolvency law of any jurisdiction is filed against Licensee that is not withdrawn within fifteen (15) days after filing; (iii) Licensee consents to or applies for appointment of a trustee, receiver, custodian, or similar official for itself or for all or substantially all its assets; (iv) A trustee, receiver, custodian, or similar official is appointed to take possession of all or substantially all of Licensee’s assets and is not dismissed within fifteen (15) days after appointment; (v) Licensee makes any assignment for the benefit of creditors; (vi) an order for relief is entered against Licensee under any bankruptcy, reorganization, or insolvency law of any jurisdiction ; or any case, proceeding, or other action seeking such an order remains undismissed for fifteen (15) days after its filing; or (vi) any writ of attachment, garnishment, or execution is levied against all or substantially all of Licensee’s assets; or all or substantially all of Licensee’s assets become subject to any attachment, garnishment, execution, or other judicial seizure, and the same is not satisfied, removed, released, or bonded within fifteen (15) days after the date the writ was levied or the date of the attachment, garnishment, execution, or other judicial seizure. In the event that Licensee is or becomes Insolvent, then all Earned Royalty and/or Territory License Fee becomes immediately due in such circumstances and the Unit must be promptly returned in a commercially reasonable period of time not to exceed thirty (30) days. |
| 7.5 | Effect of Termination. If the Agreement is terminated for any reason: |
| (a) | All rights and licenses of Licensee shall terminate upon termination of the Agreement; and |
| (b) | Licensee shall cease advertising, using or in other manner generating revenue in connection with the Licensed Patent or Equipment by the effective date of termination; and |
| (c) | Licensee shall only be liable for payment of all accrued royalties and other payments due to Licensor as of the effective date of termination as well as any accrued interest, and such payment shall be due immediately; and |
| (d) | If the Agreement is terminated for Licensee’s failure to pay the first Territory Fee installment, then any Unit(s) deployed to Licensee or its Affiliates, shall be promptly returned to Licensor at Licensee’s expense. |
| (e) | Nothing in this Agreement will be construed to release either party from any obligation that was outstanding prior to the effective date of termination. |
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| 7.6 | Surviving Provisions. The following Sections shall survive the termination of this Agreement: | |
| (a) | Section 8 (Confidentiality) |
| (b) | Section 9 (Background Intellectual Property and Improvements) |
| (c) | Section 10 (Patent Matters) |
| (d) | Section 11 (Government Laws and Regulations) |
| (e) | Section 12 (Warranties and Disclaimers) |
| (f) | Section 13 (Risk) |
| (g) | Section 15 (Use of Name) |
| (h) | Section 16 (Notices) |
| (i) | Section 17 (General Provisions) |
The following Paragraphs and Articles shall survive termination with respect to any activities and payment obligations accruing prior to termination or expiration of the Agreement:
| (j) | Section 3 (Fees and Royalties) |
| (k) | Section 4 (Payment Flow) |
| 8. | Confidentiality. Licensor, and Licensee each agree that all Confidential Information disclosed in any form, written or oral, and designated as “Confidential” at the time of disclosure: (i) is to be held in strict confidence by the receiving party, (ii) is to be used by and under authority of the receiving party only as authorized in the Agreement, and (iii) shall not be disclosed by the receiving party, its agents or employees without the prior written consent of the disclosing party. Licensee has the right to use and disclose Confidential Information of Licensor reasonably in connection with the exercise of its rights under the Agreement, including without limitation disclosing to Affiliates, potential investors, acquirers, and others on a need-to-know basis, if such Confidential Information is provided under conditions which reasonably protect the confidentiality thereof. Each party’s obligation of confidence hereunder includes, without limitation, using at least the same degree of care with the disclosing party’s Confidential Information as it uses to protect its own Confidential Information, but always at least a reasonable degree of care. |
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| 9. | Background Intellectual Property and Improvements. As between the Parties, and subject to the licenses granted under this Agreement, each Party retains all rights, title, and interests in and to all patent rights, know-how, and other intellectual property rights that such Party owns or otherwise controls as of the Effective Date or that it independently develops or otherwise acquires after the Effective Date. Unless otherwise agreed to in writing, the Parties acknowledge that Licensor shall have exclusive and proprietary rights and interests in all rights, ownership, interests and intellectual properties arising out of or created during the performance of this Agreement that are related to the Licensed Patent and the Unit (the “Developed Intellectual Property Rights”). Licensee, its Affiliates and their employees and agents, as appropriate, shall take all appropriate actions and render all appropriate assistance for the purposes of vesting any ownership, title or interest of any Developed Intellectual Property Rights in Licensor. |
| 10. | Patent Matters. |
| 10.1 | Patent Costs. Licensor shall bear all costs related to the License Patent maintenance. | |
| 10.2 | Marking. Licensee shall mark the Unit as “Property of CryoMass Technologies Inc and not subject to any enforcement/collections against Licensee or Sublicensee, except enforcement by CryoMass Technologies Inc” or a similar labeling provided by Licensor, which may, in Licensor’s sole discretion, include a reference to the Licensed Patent or other Licensor intellectual property. Licensee shall keep the Unit free from any other marking or labeling which might be interpreted as a claim of ownership by anyone else than Licensor. Licensee shall mark the Unit, if applicable, with any patent markings required by law as instructed by Licensor. |
| 10.3 | Infringement of the Licensed Patent or Unauthorized Disclosure of Know-How. | |
| (a) | If either Licensor or Licensee becomes aware of any infringement or potential infringement of the Licensed Patent, or of any unauthorized disclosure or use of the Know-How, each party shall promptly notify the other of such in writing. |
| (b) | Licensor shall, in its sole discretion, enforce the Licensed Patent against any infringement by a third party. Licensee shall provide cooperation and, if determined necessary by Licensor, shall join as a party. Licensee shall not settle, enter into voluntary disposition of, or compromise any other type of litigation in a manner that imposes any obligations or restrictions on Licensor or grants any rights to the Licensed Patent without Licensor’s prior written permission. |
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| (c) | Licensor shall retain the right at any time to initiate an infringement action to enforce the Licensed Patent against the infringing activities. If Licensor pursues an infringement action in which the person or persons responsible for the infringement are affiliated with Licensee, Licensee shall be responsible for all costs related to the infringement action. In addition, Licensor, in its sole discretion, shall have the right at any time to intervene at Licensor’s own expense and join Licensee in any claim or suit for infringement of the Licensed Patents. In the event Licensor elects to join in such a claim or suit, any consideration received in connection with any such claim or suit shall be shared between Licensor and Licensee in proportion with their share of the litigation expenses in such infringement action. |
| (d) | In any infringement suit or dispute, the parties agree to cooperate fully with each other. At the request of the party bringing suit, the other party will permit reasonable access after reasonable advance notice to all relevant personnel, records, papers, information, samples, specimens, etc., during regular business hours, as is necessary for the infringement suit or dispute and/or to comply with lawful process of a court of competent jurisdiction. |
| (e) | If it is necessary to name Licensor as a party in such action for infringement, then Licensee must first obtain Licensor’s prior written permission, which permission shall not be unreasonably withheld, provided that Licensor shall have reasonable prior input on choice of counsel on any matter where such counsel represents Licensor. |
| 10.4 | Waiver of Right to Challenge Licensed Patent. Licensee expressly waives any and all rights it may have to contest the validity or enforceability of the Licensed Patent during the term of this Agreement. |
| 11. | Government Laws and Regulations. |
| 11.1 | Government Approvals. Licensee (including Licensee’s affiliates), at Licensee’s sole expense, shall obtain and maintain at all times all necessary government approvals, including Cannabis Licenses, for deployment of Units, use of Licensed Patent and generation of revenues in connection with this Agreement. Under no circumstance shall Licensor be, and shall not be, considered or represented to be a third-party beneficiary of any cannabis product manufacturing or transaction relationship between Licensee and a Cannabis License holder from any state. Should any Government Authority indicate to Licensee, its Affiliates or customers, verbally or in writing, that it might consider Licensor a third-party beneficiary in connection with any cannabis-related transaction requiring a Cannabis License, the person having knowledge of such potential designation shall promptly (1) inform Licensor of the circumstances of the Government Authority statement, and (2) shall fully cooperate with Licensor to ensure that Licensor will not be considered a third-party beneficiary or a person operating without a Cannabis License. |
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| 11.2 | Government Registration. If this Agreement or any associated transaction is required by law to be either approved or registered with any governmental agency, Licensee shall assume all legal obligations to do so and shall do so at Licensee’s expense. |
| 11.3 | Violations of Applicable Cannabis Laws and Regulations. Licensee shall observe and shall contractually mandate its Affiliates to observe all applicable cannabis laws and regulations. |
| 12. | Warranties and Disclaimers. |
| 12.1 | Licensor Representations and Warranties. Licensor represents and warrants to Licensee that to the best of the knowledge of Licensor, Licensor has full corporate power and authority to enter into this Agreement, this Agreement constitutes the binding legal obligation of the Licensor, and execution and performance of this Agreement by Licensor will not violate or conflict with any other agreement to which Licensor is a party or by which it is bound or with any law, rule or regulation applicable to Licensor. Licensor further represents and warrants that it is a duly organized, validly existing entity, and is in good standing under the laws of its jurisdiction of organization. Licensor represents and warrants that to the best of its knowledge, Licensor believes that the Licensed Patent is valid and enforceable. |
| 12.2 | Licensor’s DISCLAIMER OF WARRANTIES. EXCEPT AS SPECIFICALLY SET FORTH ABOVE, LICENSEE UNDERSTANDS AND AGREES THAT LICENSOR MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, AS TO THE UNITS, OR AS TO THE OPERABILITY OR FITNESS FOR ANY USE OR PARTICULAR PURPOSE, MERCHANTABILITY, SAFETY, EFFICACY, APPROVABILITY BY REGULATORY AUTHORITIES, NONINFRINGEMENT, AND/OR BREADTH OF PATENT RIGHTS. LICENSOR MAKES NO REPRESENTATION AS TO WHETHER ANY CLAIM OR PATENT WITHIN PATENT RIGHTS WILL CONTINUE TO BE VALID IN THE FUTURE, OR AS TO WHETHER THERE ARE ANY PATENTS NOW HELD, OR WHICH WILL BE HELD, BY OTHERS OR BY LICENSOR THAT MIGHT BE REQUIRED FOR USE OF PATENT RIGHTS IN FIELD OF USE. NOTHING IN THE AGREEMENT WILL BE CONSTRUED AS CONFERRING BY IMPLICATION, ESTOPPEL OR OTHERWISE ANY LICENSE OR RIGHTS TO ANY PATENTS OR TECHNOLOGY OF LICENSOR OTHER THAN THE PATENT RIGHTS, WHETHER SUCH PATENTS ARE DOMINANT OR SUBORDINATE TO THE PATENT RIGHTS, OR THE UNITS SPECIFICALLY DESCRIBED HEREIN. |
| 12.3 | Licensee’s Representations and Warranties. Licensee represents that it has full corporate power and authority to enter into this Agreement, this Agreement constitutes the binding legal obligation of the Licensee, and execution and performance of this Agreement by Licensee will not violate or conflict with any other agreement to which Licensee is a party or by which it is bound or with any law, rule, or regulation applicable to such parties. Licensee further represents and warrants that it is a duly, validly existing entity, and is in good standing under the laws of its jurisdiction of organization. Licensee further represents and warrants that it has had the opportunity to review the Licensed Patent along with the prosecution history of the Licensed Patent application and that Licensee had the opportunity to engage professionals to aid Licensee in this review; based on that review, Licensee believes that the Licensed Patent is valid and enforceable. |
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| 13. | Risk. |
| 13.1 | Indemnification. |
| (a) | Licensee hereby agrees to indemnify and defend Licensor and forever hold Licensor harmless from and against all third-party claims, suits, actions, proceedings, damages, losses or liabilities, costs, or expenses (including reasonable attorneys’ fees and expenses) arising out of, based upon, or in connection with (i) Licensee’s actions or omissions related to this Agreement; (ii) any breach of any of the Licensee’s representations and warranties as set forth in this Agreement; (iii) any alleged defects or dangers inherent in the Permitted Toll Process Activity or the use of the output thereof that is not solely attributable to the Licensed IP or other actions of the Licensor; (iv) any claims arising from Licensee’s gross negligence, recklessness or willful misconduct; (v) any injuries or damages to customers of the Permitted Toll Process Activity or arising from or related to the use of the output thereof that is not solely attributable to the Licensed IP or other actions of the Licensor; (vi) any violation of Applicable Law as it relates to Licensee’s business; or (vii) any tax or federal penalty related to related to Licensee’s business. |
| (b) | Licensor hereby agrees to indemnify and defend Licensee and hold Licensee harmless from and against all third-party claims, suits, actions, proceedings, damages, losses or liabilities, costs, or expenses arising out of, based upon, or in connection with (i) any breach of any of the Licensor’s representations and warranties or covenants as set forth in this Agreement; (ii) any alleged defects or dangers inherent in the Permitted Toll Process Activity or the use of the output thereof that is solely attributable to the Licensed IP as provided by Licensor or other actions of the Licensor; (iii) any violation of Applicable Law as it relates to Licensor in the Territory; (iv) any claims arising from Licensor’s gross negligence, recklessness or willful misconduct; or (v) any injuries or damages to customers of the Permitted Toll Process Activity or arising from or related to the use of the output thereof that is solely attributable to the Licensed IP as provided by Licensor or other actions of Licensor. |
| (c) | In connection with any claim arising hereunder, the indemnifying party may conduct the defense and have control of the litigation and settlement, provided that the indemnified party shall fully cooperate in defending against such claims. The indemnified party shall deliver prompt notice to the indemnifying party of any such claims. |
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| 13.2 | Insurance |
| (b) | The policy or policies of insurance described in this Section 14.2 shall be issued in such form as is reasonably acceptable to Licensor and shall be issued by a carrier with an A.M. Best rating of A(VIII) or better. The policy or policies shall be endorsed to (i) name Licensor and their respective officers, directors, managers, employees, and agents as additional insureds on a primary and noncontributory basis; and (ii) to provide Licensor with at least thirty (30) days prior written notice of cancellation or material change in coverage. Within thirty (30) days following the Effective Date and thereafter no less than thirty days prior to expiration of the policy, Licensee shall provide Licensor with certificates of insurance, copies of endorsements and portions of the policy, where necessary, to evidence the required coverage and any renewals thereof for a period of at least one year. | |
| (c) | Licensor, in Licensor’s sole discretion, may at any time during the Term review the insurance limits required above and adjust the limits to be consistent with commercially reasonable requirements for similar agreements. |
| 13.3 | Limiation of Liability. IN NO EVENT SHALL ANY OF THE PARTIES, AND THEIR RESPECTIVE OFFICERS, EMPLOYEES, AGENTS OR AFFILIATED ENTERPRISES, BE LIABLE FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY, OR PUNITIVE DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS OR REVENUE) ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT OR ITS SUBJECT MATTER, REGARDLESS OF WHETHER ANY SUCH PARTY KNOWS OR SHOULD KNOW OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL LICENSOR, AND ITS OFFICERS, EMPLOYEES, AGENTS OR AFFILIATED ENTERPRISES, BE LIABLE FOR ANY INJURY OR CLAIM IN TORT ARISING OUT OF THE TRANSPORTATION OR OPERATION OF THE UNIT. |
| 14. | Assignment. Licensor may, in its sole discretion, assign this Agreement and its rights and obligations hereunder, in whole or in part, to any corporation or other entity with or into which Licensor may hereafter merge or consolidate or to which Licensor may transfer all or substantially all of its assets, if in any such case said corporation or other entity shall by operation of law or expressly in writing assume all obligations of Licensor hereunder as fully as if it had been originally made a party hereto; Licensee may not assign the Agreement or its rights and obligations hereunder without the express prior written consent of Licensor, which consent shall not be unreasonably withheld, conditioned, or delayed. This Agreement shall be binding upon and shall inure to the benefit of the Parties hereto and their respective successors and permitted assigns. |
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| 15. | Use of Name. Licensee may use the name, trademarks or other marks of Licensor in connection with the Permitted Toll Processing Activity under this Agreement, but may not use the name, trademarks or other marks of Licensor in any other commercial manner without the advance written consent of Licensor, which may be withheld in Licensor’s sole discretion. Notwithstanding the foregoing, Licensor may use Licensee’s name and logo for annual reports, brochures, website, internal reports and other marketing materials and publications without Licensee’s prior consent provided that this use is limited to advertising the Licensee’s ability to offer the Units and that this use does not state or imply that Licensee is the owner of the Units. |
| 16. | Notice. All notices to be given under this Agreement shall be in writing shall be deemed to be served and received (a) when personally delivered, or delivered by courier as evidenced by signature; (b) on the fourth business day after mailing by United States registered or certified mail, postage prepaid and return receipt requested; (c) upon delivery when sent by any prepaid express delivery service requiring receipt confirmation signature (e.g., FedEx, UPS), or (d) when sent by email, upon the receipt by the sending parting of email delivery confirmation, and in each case addressed as set forth in this Section 16. Either party may change the email address or location at which it receives notices to another location within the United States of America upon not less than ten (10) days’ prior written notice to the other pursuant to this Section 16. |
| 17. | General Provisions. |
| 17.1 | Governing Law. The Agreement will be construed and enforced in accordance with laws of the State of Nevada, without regard to the choice of law and conflicts of law principles. EACH PARTY ACKNOWLEDGES THAT: (I) CALIFORNIA HAS PASSED AMENDMENTS TO THE CALIFORNIA CONSTITUTION AND ENACTED CERTAIN LEGISLATION TO GOVERN THE CANNABIS INDUSTRY; AND (II) THE POSSESSION, SALE, MANUFACTURE, AND CULTIVATION OF CANNABIS PRODUCTS IS ILLEGAL UNDER FEDERAL LAW. EACH PARTY WAIVES ANY DEFENSES BASED UPON ILLEGALITY OR INVALIDITY OF CONTRACTS FOR PUBLIC POLICY REASONS AND/OR THE SUBSTANCE OF ANY DEFINITIVE AGREEMENT VIOLATING FEDERAL LAW. EACH PARTY HEREBY VOLUNTARILY AND UNCONDITIONALLY WAIVES, IN RELATION TO THIS AGREEMENT OR ANY ISSUE THEREUNDER: (A) ANY RIGHT OF REMOVAL OR APPEAL TO THE UNITED STATES FEDERAL DISTRICT COURTS, INCLUDING WITHOUT LIMITATION WAIVING THE RIGHT TO REMOVE TO FEDERAL COURT BASED ON DIVERSITY OF CITIZENSHIP; AND (B) ANY RIGHT TO COMPEL OR APPEAL ARBITRATION, TO CONFIRM ANY ARBITRATION AWARD OR ORDER, OR TO SEEK ANY AID OR ASSISTANCE OF ANY KIND IN THE UNITED STATES FEDERAL DISTRICT COURTS. |
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| 17.2 | Compliance with Laws. Licensee and its Affiliates will comply with all applicable federal, state and local laws and regulations. In case of a change in laws or regulations that suspends the operation of the Unit for up to two months, or in case an existing law or regulation is interpreted by the competent enforcement authorities to apply to the Unit which suspends the operation of the Unit for up to two months (“Change of Laws”), Licensee shall promptly give notice to Licensor of the Change of Laws and of the impact of the Change of Laws, and all Licensee’s payment obligations under this agreement shall be delayed by the corresponding period of time when the Unit was not operational, namely for up to two months. During the two months Licensee and Licensor shall promptly negotiate in good faith a mitigation of the impact of the Change of Laws. If, at the end of the two months, the Change in Laws situation is still in effect and was not mitigated by the Parties in a manner that is mutually acceptable, Licensor shall have the right to terminate the Agreement with five business days’ notice. |
| 17.3 | Forum Selection. Licensee acknowledge that any claim for breach of the Agreement asserted by one party hereto against the other shall be brought in a court of competent jurisdiction in Las Vegas, Nevada. |
| 17.4 | Disputes; Arbitration. Any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this Agreement to arbitrate, shall be determined by binding arbitration in Las Vegas, Nevada before one arbitrator. The petitioner shall initiate arbitration by service of a Demand for Arbitration upon the respondent. The arbitration shall be administered by JAMS in English and the JAMS Streamlined Procedures shall apply. Judgment on the award may be entered in any court having appropriate jurisdiction. This clause shall not preclude parties from seeking remedies in aid of compelling arbitration from a court of appropriate jurisdiction. Each party will bear its own initial costs for arbitration; however, the prevailing party shall be awarded reimbursement of its arbitration expenses as a measure of costs. The prevailing party in arbitration shall also be awarded reasonable attorneys’ fees. The arbitrator shall render a written decision, including the factual basis for such decision. The provisions of this paragraph shall survive any termination of this Agreement. |
| 17.5 | Waiver of Right to Jury Trial and Other Waiver. EACH OF THE PARTIES, TO THE FULL EXTENT PERMITTED BY LAW, HEREBY KNOWINGLY, INTENTIONALLY AND VOLUNTARILY, WAIVES, RELINQUISHES AND FOREVER FOREGOES THE RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING BASED UPON, ARISING OUT OF, OR IN ANY WAY RELATING TO THIS AGREEMENT AND WITH RESPECT TO ANY COUNTERCLAIM, CROSS-CLAIM, OR THIRD-PARTY COMPLAINT THEREIN. EACH PARTY HEREBY VOLUNTARILY AND UNCONDITIONALLY WAIVES TO THE FULLEST EXTENT ALLOWED BY LAW, IN RELATION TO THIS AGREEMENT OR ANY ISSUE THEREUNDER: (A) ANY RIGHT OF REMOVAL OR APPEAL TO THE UNITED STATES FEDERAL DISTRICT COURTS, INCLUDING WITHOUT LIMITATION TO, WAIVING THE RIGHT TO REMOVE TO FEDERAL COURT BASED ON DIVERSITY OF CITIZENSHIP; (B) THE RIGHT TO CONSENT TO REMOVAL OF ANY OTHER PARTY THERETO; AND (C) ANY RIGHT TO SEEK ANY AID OR ASSISTANCE OF ANY KIND IN THE UNITED STATES FEDERAL DISTRICT COURTS, COURTS OF APPEAL OR THE UNITED STATES SUPREME COURT. EACH PARTY HERETO: (I) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER; AND (II) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION. |
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| 17.6 | Prevailing Party. If any arbitration, legal action or other proceeding not in contravention of this Agreement is brought for the enforcement of this Agreement or because of an alleged dispute, breach, default or misrepresentation in connection with any provisions of this Agreement, the successful or prevailing Party or Parties shall be entitled to recover from the non-prevailing Party, in addition to all other damages and relief to which it may be entitled, reasonable attorneys’ fees, court costs and all expenses (including, without limitation, all such fees, costs and expenses incident to appeals), incurred in that action or proceeding. |
| 17.7 | Binding Effect. The Agreement is binding upon and inures to the benefit of the parties hereto, their respective executors, administrators, heirs, permitted assigns, and permitted successors in interest. |
| 17.8 | Joint and Several Liability. Each of the Licensee and its Affiliates shall be jointly and severally liable for the obligations of Licensee in this Agreement. All references to Licensee in this Agreement shall be construed to include all Licensee Affiliates with respect to Licensee’s obligations, but not rights under this Agreement. |
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| Force Majeure. No party shall be liable or responsible to the other Party, or be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement, when and to the extent such Party’s (the “Impacted Party”) failure or delay is caused by or results from the following force majeure events (“Force Majeure Events”): (a) acts of God; (b) flood, fire, earthquake, epidemics, pandemics, quarantines; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot, explosions or other civil unrest; (d) government order, law, or action; (e) national or regional emergency; (f) strikes, labor stoppages or slowdowns, or other industrial disturbances; (g) inability or delay in obtaining supplies of adequate or suitable materials; and (h) any other similar events or circumstances beyond the reasonable control of the Impacted Party. The Impacted Party shall give notice within 5 business days of the Force Majeure Event to the other Party, stating the period of time the occurrence is expected to continue. The Impacted Party shall use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Event are minimized. The Impacted Party shall resume the performance of its obligations as soon as reasonably practicable after the removal of the cause. In the event that the Impacted Party’s failure or delay remains uncured for a period of 60 consecutive business days following written notice given by it under this section, either Party may thereafter terminate this Agreement upon 30 days’ written notice. Notwithstanding the foregoing, the obligations of a Party to make payments to the other Party pursuant to this Agreement shall continue except that any Minimum Royalty Payment due during a period of a Force Majeure Event shall be adjusted on a pro-rata basis to accomodate for the failure or delay associated with the Force Majeure Event. |
| 17.10 | Construction of Agreement. Headings are included for convenience only and will not be used to construe the Agreement. The parties acknowledge and agree that both parties substantially participated in negotiating the provisions of the Agreement; therefore, both parties agree that any ambiguity in the Agreement shall not be construed more favorably toward one party than the other party, regardless of which party primarily drafted the Agreement. |
| 17.11 | Modification. Any modification of the Agreement will be effective only if it is in writing and signed by duly authorized representatives of both parties. No modification will be made by email communications. |
| 17.12 | Severability. The provisions of this Agreement are severable, and in the event that any provision of this Agreement shall be determined to be invalid or unenforceable under any controlling body of the law, such invalidity or unenforceability shall not in any way affect the validity or enforceability of the remaining provisions hereof. |
19
| 17.13 | Waiver. Neither party will be deemed to have waived any of its rights under the Agreement unless the waiver is in writing and signed by such party. No delay or omission of a party in exercising or enforcing a right or remedy under the Agreement shall operate as a waiver thereof. |
| 17.14 | Entire Agreement. This Agreement, including all Exhibits attached hereto and incorporated herein, constitutes the entire understanding between the parties. This Agreement supersedes any and all prior understandings and agreements between the parties, oral and written. |
| 17.15 | Counterparts and Signatures. The Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument. A party may evidence its execution and delivery of the Agreement by transmission of a signed copy of the Agreement via facsimile or email. Documents executed, scanned, and transmitted electronically, including electronic signatures, shall be deemed original signatures for purposes of this Agreement and all matters related thereto, with such scanned and electronic signatures having the same legal effect as original signatures. |
IN WITNESS WHEREOF, the parties hereto have caused their duly authorized representatives to execute this Agreement as of the day first written above.
| LICENSOR: | ||
| CRYOMASS TECHNOLOGIES INC | ||
| BY: | ||
| Christian Noël, Chief Executive Officer | ||
| LICENSEE: | ||
| RUBBERROCK, INC | ||
| BY: | ||
| Kevin Ahaesy, President | ||
20
Exhibit 31.1
CERTIFICATION PURSUANT TO
18 U.S.C. ss 1350, AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Christian Noël, certify that:
| 1. | I have reviewed this quarterly report on Form 10-Q of Cryomass Technologies Inc; |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
| 4. | The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
| (a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | |
| (b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | |
| (c) | Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | |
| (d) | Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and |
| 5. | The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): |
| (a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and | |
|
(b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. |
| Date: August 21, 2023 | |
| /s/ Christian Noël | |
| Christian Noël | |
| Chief Executive Officer (Principal Executive Officer) |
Exhibit 31.2
CERTIFICATION PURSUANT
TO
18 U.S.C. ss 1350, AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Philip B. Mullin, certify that:
| 1. | I have reviewed this quarterly report on Form 10-Q of Cryomass Technologies Inc; |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
| 4. | The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
| (a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | |
| (b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | |
| (c) | Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | |
| (d) | Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and |
| 5. | The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): |
| (a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and | |
| (b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. |
| Date: August 21, 2023 | |
| /s/ Philip B. Mullin | |
| Philip B Mullin | |
| Chief Financial Officer and Treasurer | |
| (Principal Financial Officer and Principal Accounting Officer) |
Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
I, Christian Noël, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
| (1) | the Quarterly Report on Form 10-Q of Cryomass Technologies Inc for the quarter ended June 30, 2023 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
| (2) | the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Cryomass Technologies Inc |
Dated: August 21, 2023
| /s/ Christian Noël | |
| Christian Noël | |
| Chief Executive Officer (Principal Executive Officer) | |
| Cryomass Technologies Inc |
A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to Cryomass Technologies Inc and will be retained by Cryomass Technologies Inc and furnished to the Securities and Exchange Commission or its staff upon request.
Exhibit 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
I, Philip B. Mullin, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
| (1) | the Quarterly Report on Form 10-Q of Cryomass Technologies Inc for the quarter ended June 30, 2023 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
| (2) | the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Cryomass Technologies Inc |
Dated: August 21, 2023
| /s/ Philip B. Mullin | |
| Philip B Mullin | |
| Chief Financial Officer and Treasurer | |
| (Principal Financial Officer and Principal Accounting Officer) | |
| Cryomass Technologies Inc |
A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to Cryomass Technologies Inc and will be retained by Cryomass Technologies Inc and furnished to the Securities and Exchange Commission or its staff upon request.
Condensed Consolidated Balance Sheets (Parentheticals) - $ / shares |
Jun. 30, 2023 |
Dec. 31, 2022 |
|---|---|---|
| Statement of Financial Position [Abstract] | ||
| Preferred stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 |
| Preferred stock, shares authorized | 100,000 | 100,000 |
| Preferred stock, shares issued | ||
| Preferred stock, shares outstanding | ||
| Common stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 |
| Common stock, shares authorized | 500,000,000 | 500,000,000 |
| Common stock, shares issued | 205,768,637 | 202,651,205 |
| Common stock, shares outstanding | 205,768,637 | 202,651,205 |
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) |
3 Months Ended | 6 Months Ended | ||
|---|---|---|---|---|
Jun. 30, 2023 |
Jun. 30, 2022 |
Jun. 30, 2023 |
Jun. 30, 2022 |
|
| Income Statement [Abstract] | ||||
| Net sales | ||||
| Cost of goods sold | ||||
| Gross profit | ||||
| Operating expenses: | ||||
| Personnel costs | 723,455 | 466,422 | 1,491,720 | 801,652 |
| General and administrative | 446,149 | 238,432 | 786,045 | 533,781 |
| Legal and professional fees | 104,497 | 688,194 | 403,239 | 2,146,451 |
| Depreciation and amortization expense | 144,336 | 21,831 | 268,865 | 43,663 |
| Research and development | 13,238 | 1,365 | 13,361 | 18,487 |
| Loss on impairment of intangible assets | 3,653,043 | 3,653,043 | ||
| Loss on impairment of goodwill | 1,190,000 | 1,190,000 | ||
| Total operating expenses | 6,274,718 | 1,416,244 | 7,806,273 | 3,544,034 |
| Loss from operations | (6,274,718) | (1,416,244) | (7,806,273) | (3,544,034) |
| Other income (expenses): | ||||
| Interest expense – net | (82,602) | (35,235) | (136,263) | (71,258) |
| Gain / (loss) on foreign exchange | (4,486) | 21,061 | (17,796) | 32,569 |
| Total other expenses | (87,088) | (14,174) | (154,059) | (38,689) |
| Net loss before taxes | (6,361,806) | (1,430,418) | (7,960,332) | (3,582,723) |
| Income taxes | ||||
| Net loss | $ (6,361,806) | $ (1,430,418) | $ (7,960,332) | $ (3,582,723) |
| Loss per common share – basic (in Dollars per share) | $ (0.03) | $ (0.01) | $ (0.04) | $ (0.02) |
| Weighted average common shares outstanding—basic (in Shares) | 205,232,785 | 200,596,549 | 204,881,096 | 200,164,004 |
Condensed Consolidated Statements of Operations (Unaudited) (Parentheticals) - $ / shares |
3 Months Ended | 6 Months Ended | ||
|---|---|---|---|---|
Jun. 30, 2023 |
Jun. 30, 2022 |
Jun. 30, 2023 |
Jun. 30, 2022 |
|
| Income Statement [Abstract] | ||||
| Loss per common share – diluted | $ (0.03) | $ (0.01) | $ (0.04) | $ (0.02) |
| Weighted average common shares outstanding— diluted | 205,232,785 | 200,596,549 | 204,881,096 | 200,164,004 |
Nature of the Business |
6 Months Ended |
|---|---|
Jun. 30, 2023 | |
| Nature of the Business [Abstract] | |
| Nature of the Business | 1. Nature of the Business
CryoMass Technologies Inc. develops and licenses cutting-edge equipment and processes to refine harvested cannabis, hemp, and other premium crops. The company’s patented technology harnesses liquid nitrogen to reduce biomass and then efficiently isolate, collect and preserve delicate resin glands (trichomes) containing prized compounds like cannabinoids and terpenes. Building on this technology, CryoMass has engineered its premier Trichome Separation unit (CryoSift Separator™), optimized via patented cryogenic processes to rapidly capture intact, high-value cannabis and hemp trichomes (CryoSift™).
The first functional commercial unit, known as a CryoSift Separator™, has been installed at the premises of an operating partner, pursuant to a license and lease arrangement to deploy multiple trichome separation units California and other locations. It has successfully transitioned from beta testing and entered into readiness for commercial-level processing.
The Company’s principal office is located at 1001 Bannock St., Suite 612, Denver, CO 80204, and its telephone number is 303-416-7208. The Company’s website is www.cryomass.com. Information appearing on the website is not incorporated by reference into this report.
Cryomass Technologies Inc is the parent company to wholly-owned subsidiaries Cryomass LLC, Cryomass California LLC, and 1304740 B.C. Unlimited Liability Company dba Cryomass Canada.
On June 22, 2021, the Company entered into an Asset Purchase Agreement with Cryocann USA Corp, a California corporation (“Cryocann”), pursuant to which Company acquired substantially all the assets of Cryocann. The acquired assets included the patented cryogenic process titled “System and method for cryogenic separation of plant material” (US patent #10,864,525) for the reduction of biomass and efficient isolation, collection and preservation of delicate resin glands (trichomes) of harvested of hemp and cannabis, and potentially other high value trichome-rich plants.
In September 2021, we were granted an additional patent for our process from the Chinese Intellectual Property Office. In April 2022, we were granted another patent # 3,064,896 from the Canadian Intellectual Property Office. We currently are taking steps to gain further protection for our intellectual property through the European Union Intellectual Property Office and other international jurisdictions. |
Going Concern Uncertainty, Financial Conditions and Management’s Plans |
6 Months Ended |
|---|---|
Jun. 30, 2023 | |
| Going Concern Uncertainty, Financial Conditions and Management’s Plans [Abstract] | |
| Going Concern Uncertainty, Financial Conditions and Management’s Plans | 2. Going Concern Uncertainty, Financial Conditions and Management’s Plans
The Company believes that there is substantial doubt about the Company’s ability to continue as a going concern. The Company believes that its available cash balance as of the date of this filing will not be sufficient to fund its anticipated level of operations for at least the next twelve months. The Company believes that, at the present time, its ability to continue operations depends on cash expected to be available from lease payments and royalty payments in connection with future revenue generation, or possibly from debt or equity investments, to fund its anticipated level of operations for at least the next twelve months. As of June 30, 2023, the Company had a working deficit of $1,335,230 and cash balance of $316,267. The Company estimates that it needs approximately $4,200,000 to cover overhead costs and has capital expenditure requirements ranging from zero to $6,600,000 depending on how many trichome separation units are ordered over the next twelve months. The Company believes that the Company will continue to incur losses for the immediate future. The Company expects to finance future cash needs from the results of operations and, depending on the results of operations, the Company may need additional equity or debt financing until the Company can achieve profitability and positive cash flows from operating activities. However, there can be no assurance that the Company will receive sufficient cash flow from operations to achieve positive cash flow, or that we will be able to attract the necessary financing to sustain operations.
The continuation of our Company as a going concern is dependent upon the continued financial support from our shareholders, the ability of our Company to obtain necessary equity or debt financing to continue operations, and ultimately the attainment of profitable operations. For the six months ended June 30, 2023, our Company used $2,337,450 of cash for operating activities, incurred a net loss of $7,960,332 and has an accumulated deficit of $46,971,860 since inception.
Our financial statements for the three and six months ended June 30, 2023 have been prepared on a going concern basis and do not include any adjustments that might result from the outcome of this uncertainty. |
Summary of Significant Accounting Policies |
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2023 | |||||||||||||||||||||||||||||||||||||||||||
| Accounting Policies [Abstract] | |||||||||||||||||||||||||||||||||||||||||||
| Summary of Significant Accounting Policies | 3. Summary of Significant Accounting Policies
Principles of Consolidation
The accompanying condensed consolidated financial statements have been prepared in accordance with Generally Accepted Accounting Principles. The condensed consolidated financial statements include the accounts of the Cryomass Technologies Inc, Cryomass LLC, Cryomass California LLC, and 1304740 B.C. Unlimited Liability Company dba Cryomass Canada. All significant intercompany balances and transactions have been eliminated in consolidation. The Company operates as one segment from its corporate headquarters in Colorado.
Use of Estimates
The preparation of the Company’s condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements, and the reported amounts of expenses during the reporting period. Significant estimates and assumptions reflected in these condensed consolidated financial statements include, but are not limited to determining the fair value of the assets acquired and liabilities assumed in acquisition, determining the useful lives and potential impairment of long-lived assets and potential impairment of goodwill. The Company bases its estimates on historical experience, known trends and other market-specific or other relevant factors that it believes to be reasonable under the circumstances. On an ongoing basis, management evaluates its estimates when there are changes in circumstances, facts and experience. Changes in estimates are recorded in the period in which they become known. Actual results could differ from those estimates.
Cash and Cash Equivalents
The Company considers all highly liquid instruments with maturities of three months or less at the time of issuance to be cash equivalents.
Concentrations of Credit Risk
Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash. Periodically, the Company maintains deposits in accredited financial institutions in excess of federally insured limits. The Company deposits its cash in financial institutions that it believes have high credit quality and has not experienced any losses on such accounts. Aside from this, the Company does not believe it is exposed to any unusual credit risk.
Purchase Accounting for Acquisitions
We apply the acquisition method of accounting for a business combination. In general, this methodology requires us to record assets acquired and liabilities assumed at their respective fair values at the date of acquisition. Any amount of the purchase price paid that is in excess of the estimated fair value of the net assets acquired is recorded as goodwill. For certain acquisitions, we also record a liability for contingent consideration based on estimated future business performance. We monitor our assumptions surrounding these estimated future cash flows and, if there is a significant change, would record an adjustment to the contingent consideration liability and a corresponding adjustment to either income or expense. We determine fair value using widely accepted valuation techniques, primarily discounted cash flow and market multiple analyses. These types of analyses require us to make assumptions and estimates regarding industry and economic factors, the profitability of future business strategies, discount rates and cash flow.
If actual results are not consistent with our assumptions and estimates, or our assumptions and estimates change due to new information, we may be exposed to an impairment charge in the future.
Expenses
Operating Expenses
Operating expenses encompass personnel costs, research and development expenses, general and administrative expenses, professional and legal fees and depreciation and amortization related to the property and equipment and intangibles acquired through the acquisition of the assets of Cryocann. Personnel costs consist primarily of consulting expense and administrative salaries and wages. General and administrative expenses are comprised of travel expenses, accounting expenses, stock-based compensation, and board fees. Professional services are principally comprised of outside legal and professional fees.
Other Expense, net
Other expense, net consisted of interest expense, other income and (loss) gain on foreign exchange.
Stock-Based Compensation
The fair value of restricted stock units (“RSUs”) granted are measured on the grant date using the closing price of the Company’s common shares on the grant date. For stock options, the Company engages a valuation firm to calculate the grant date fair value of the options issued. The Company accounts for forfeitures as they occur, rather than estimating expected forfeitures over the course of a vesting period. All stock-based compensation costs are recorded in general and administrative expenses in the condensed consolidated statements of operations.
Property and Equipment, net
Purchase of property and equipment are recorded at cost. Improvements and replacements of property and equipment are capitalized. Maintenance and repairs that do not improve or extend the lives of property and equipment are charged to expense as incurred. When assets are sold or retired, their cost and related accumulated depreciation are removed from the accounts and any gain or loss is reported in the condensed consolidated statements of operations. Depreciation and amortization expense is recognized using the straight-line method over the estimated useful life of each asset, as follows:
Goodwill and Intangible Assets
Goodwill represents the excess of the purchase price of an acquired entity over the fair value of identifiable tangible and intangible assets acquired and liabilities assumed in a business combination.
Indefinite-lived intangible assets established in connection with business combinations consist of in-process research and development and internal-use software. Intangible assets with indefinite lives are recorded at their estimated fair value at the date of acquisition. Once in-process research and development is placed in service, it will be amortized over the estimated useful life. Internal-use software costs recognized as an intangible asset relates to capitalizable costs of computer software obtained for internal-use as defined by the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 350-40-30-1. All other internal-use software costs are expensed as incurred by the Company. Amortization is recorded straight-line over the estimated useful life of the software. The software has a useful life of 26 months with amortization beginning on April 1, 2023.
Intangible assets with finite lives are recorded at their estimated fair value at the date of acquisition and are amortized over their estimated useful lives using the straight-line method. Amortization of assets ceases upon designation as held for sale. The estimated useful lives of intangible assets are detailed in the table below:
Impairment of Goodwill and Intangible Assets
Goodwill
Goodwill is not amortized, but instead is tested annually at December 31 for impairment and upon the occurrence of certain events or substantive changes in circumstances.
We account for the impairment of goodwill under the provisions of Financial Accounting Standards Board (FASB) Accounting Standard Update 2017-04 (“ASU 2017-04”), “Intangibles – Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment” and FASB Accounting Standards Codification (ASC) 350-20-35, Intangibles – Goodwill and Other – Goodwill.
The Company performs impairment testing for goodwill by performing the following steps: 1) evaluate the relevant events or circumstances to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount, 2) if yes to step 1, calculate the fair value of the reporting unit and compare it with its carrying amount, including goodwill, 3) recognize impairment, limited to the total amount of goodwill allocated to that reporting unit, equal to the excess of the carrying value of a reporting unit over its fair value.
Due to delays in implementing the Company’s business model of its cryogenic process, management concluded that goodwill was fully impaired as of June 30, 2023.
Indefinite-Lived Intangible Assets and Intangible Assets Subject to Amortization
Indefinite-lived intangible assets are not amortized, but instead are tested annually at December 31 for impairment and upon the occurrence of certain events or substantive changes in circumstances.
We account for the impairment of indefinite-lived intangible assets under the provisions of Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 350-30-35, Intangibles – Goodwill and Other – General Intangibles Other Than Goodwill. Following this guidance, the Company compares the estimated fair value of the indefinite-lived intangible assets to its carrying value. If the carrying value exceeds the fair value, the Company recognizes impairment equal to that excess.
We account for the impairment of intangible assets subject to amortization under the provisions of Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 360-10-35, Property, Plant, and Equipment. Following this guidance, the Company compares the estimated fair value of the intangible assets subject to amortization to its carrying value. If the carrying value exceeds the fair value, the Company recognizes impairment equal to that excess.
Due to delays in implementing the Company’s business model of its cryogenic process, management concluded that all related identifiable intangible assets were fully impaired as of June 30, 2023. Internal use software was not impaired as of June 30, 2023.
Leases
We account for our leases under ASC 842. Under this guidance, arrangements meeting the definition of a lease are classified as operating or financing leases, and are recorded on the condensed consolidated balance sheet as both a right of use asset and lease liability, calculated by discounting fixed lease payments over the lease term at the rate implicit in the lease or our incremental borrowing rate. Lease liabilities are increased by interest and reduced by payments each period, and the right of use asset is amortized over the lease term. For finance leases, interest on the lease liability and the amortization of the right of use asset results in front-loaded expense over the lease term. Variable lease expenses are recorded when incurred.
In calculating the right of use and lease liability, we have elected to combine lease and non-lease components. We exclude short-term leases having an initial term of 12 months or less from the new guidance as an accounting policy election, and recognize rent expense on a straight-line basis over the lease term.
Income Taxes
The Company uses the liability method of accounting for income taxes as set forth in ASC 740, Income Taxes. Under the liability method, deferred taxes are determined based on the temporary differences between the financial statement and tax basis of assets and liabilities using tax rates expected to be in effect during the years in which the basis differences reverse. A valuation allowance is recorded when it is likely that the deferred tax assets will not be realized. We assess our income tax positions and record tax benefits for all years subject to examination based upon our evaluation of the facts, circumstances and information available at the reporting date. In accordance with ASC 740-10, for those tax positions where there is a greater than 50% likelihood that a tax benefit will be sustained, our policy will be to record the largest amount of tax benefit that is more likely than not to be realized upon ultimate settlement with a taxing authority that has full knowledge of all relevant information. For those income tax positions where there is less than 50% likelihood that a tax benefit will be sustained, no tax benefit will be recognized in the condensed consolidated financial statements.
Fair Value Measurements
Certain assets and liabilities of the Company are carried at fair value under GAAP. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. Financial assets and liabilities carried at fair value are to be classified and disclosed in one of the following three levels of the fair value hierarchy, of which the first two are considered observable and the last is considered unobservable:
The carrying values reported in the condensed consolidated balance sheets for cash, prepaid expenses, accounts payable, and notes payable approximate fair values because of the immediate or short-term maturities of these financial instruments.
Between April and June 2023, the Company issued Promissory Notes to investors as part of a capital raising effort. The Company has determined that the Warrants are classified as equity and are initially measured at fair value. The fair value of the Warrants was determined utilizing a Black-Scholes model considering all relevant assumptions at the dates of issuance. As the fair value of the Promissory Notes at the issuance date is less than the cash proceeds received, a debt discount on the Promissory Notes was also recorded. The debt discount will be amortized over the lives of the Promissory Notes using the effective interest method.
Net Loss per Share
The Company follows ASC 260, Earnings Per Share, which requires presentation of basic and diluted earnings per share (“EPS”) on the face of the income statement for all entities with complex capital structures. Net earnings or loss per share is computed by dividing net income or loss by the weighted-average number of common shares outstanding during the period, excluding shares subject to redemption or forfeiture. The Company presents basic and diluted net earnings or loss per share. Diluted net earnings or loss per share reflect the actual weighted average of common shares issued and outstanding during the period, adjusted for potentially dilutive securities outstanding. Potentially dilutive securities are excluded from the computation of the diluted net loss per share if their inclusion would be anti-dilutive. There were 2,290,085 unvested RSU’s considered potentially dilutive securities outstanding as of June 30, 2023 and 1,258,982 unvested RSU’s considered potentially dilutive securities outstanding as of June 30, 2022. Diluted net loss per share is the same as basic net loss per share for each period.
Recently Adopted Accounting Standards
In August 2020, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (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 reduces the number of accounting models for convertible debt instruments and convertible preferred stock. The accounting model for beneficial conversion features is removed.
ASU 2020-06 is effective for public business entities that meet the definition of an SEC filer, excluding entities eligible to be smaller reporting companies as defined by the SEC, for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years.
Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. An entity is not permitted to adopt the guidance in an interim period.
The Company adopted the provisions of ASU 2020-06 effective January 1, 2023. |
Property and Equipment, Net |
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| Property, Plant and Equipment [Abstract] | |||||||||||||||||||||||||||||||||||||
| Property and Equipment, Net | 4. Property and Equipment, Net
Property and equipment, net, of $749,225 and $525,855 as of June 30, 2023 and December 31, 2022, respectively, consisted entirely of machinery and equipment.
Depreciation expense for the three and six months ended June 30, 2023 was $13,077 and $23,207, respectively. The Company incurred no depreciation expense for the three and six months ended June 30, 2022. |
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Goodwill and Intangible Assets |
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| Goodwill and Intangible Assets [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Goodwill and Intangible Assets | 5. Goodwill and Intangible Assets
The carrying value of goodwill was $0 and as of June 30, 2023 and $1,190,000 as of December 31, 2022, respectively. We fully impaired goodwill due to delays in implementing our business model, resulting in a $1,190,000 impairment charge for the three and six months ended June 30, 2023.
The following tables summarize information relating to the Company’s identifiable intangible assets as of June 30, 2023 and December 31, 2022:
Amortization expense was $131,260 and $245,659 for the three and six months ended June 30, 2023, respectively, and was $21,833 and $43,663 for the three and six months ended June 30, 2022, respectively.
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Loans Receivable |
6 Months Ended |
|---|---|
Jun. 30, 2023 | |
| Loan Receivable [Abstract] | |
| Loans Receivable | 6. Loans Receivable
On July 15, 2019, the Company entered into a Membership Interest Purchase Agreement to acquire cannabis-related intellectual property and certain other assets, but not cannabis licenses, of Critical Mass Industries LLC (“CMI”), a Colorado limited liability company. Effective December 31, 2021, the Company disposed of all CMI-related assets and extinguished any and all related obligations. In conjunction with the disposal, we received a $6,600,000 promissory note due to us no later than December 31, 2023, of which we determined the net realizable value of the gross amount of the note was 3,600,000 as of December 31, 2021. In consideration of the loan receivable, we conveyed to CMI, any and all manufacturing, grow equipment, and retail-related assets and other assets Seller owned in the state of Colorado and were used by CMI subsidiaries in the course of business, including client lists and appertaining intellectual property, as well as all liabilities related to these assets. During the first quarter of 2022, the Company issued an additional $618,831 in loans to CMI. During the fourth quarter of 2022, the Company deemed the full loan receivable balance to be uncollectible and therefore it is no longer included on the condensed consolidated balance sheets as of June 30, 2023. |
Notes Payable |
6 Months Ended |
|---|---|
Jun. 30, 2023 | |
| Notes Payable [Abstract] | |
| Notes Payable | 7. Notes Payable
Between April and June 2023, the Company issued promissory notes to investors as part of a capital raising effort (the “Promissory Notes”). The Promissory Notes issued have a total principal amount of $686,896 and bear interest of 12%. The Promissory Notes mature two years after issuance, at which point repayment is due in full. In conjunction with the Promissory Notes, the Company also issued Warrants to purchase common shares of the Company (the “Common Shares”) to the same investors. The Company issued 2,540,550 warrants with an “Exercise Price” of $0.25. The Warrants shall be exercisable for four years from the issuance date. The Company has determined that the Warrants are classified as equity and are initially measured at fair value. The fair value of the Warrants was determined utilizing a Black-Scholes model considering all relevant assumptions at the dates of issuance, including the Company stock price ($0.13 for April subscription agreements, $0.09 for May subscription agreements, $0.12 for June subscription agreement), exercise price ($0.25), term (4 years), historical volatility (153%), and risk-free rate (3.8% for April subscription agreements, 3.6% and 3.7% for May subscription agreements for Mario Gobbo and a private investor, respectively, 4.0% for June subscription agreement). The grant date fair value of the Warrants was $179,026. The fair value of the Promissory Notes was $507,870. As the fair value of the Promissory Notes at the issuance date is less than the cash proceeds received, a debt discount on the Promissory Notes of $179,026 was also recorded. As of June 30, 2023, the carrying value of the Promissory Notes was $522,319 and the interest accrued was $13,345. |
Related Party Transactions |
6 Months Ended |
|---|---|
Jun. 30, 2023 | |
| Related Party Transactions [Abstract] | |
| Related Party Transactions | 8. Related Party Transactions
On September 15, 2022, the Company entered into a loan agreement of $2,000,000 with CRYM Co-Invest, for which Alexander Massa, a 23.1% beneficial owner of the Company, has investment control. The note accrues interest at 12% per annum and matures on October 1, 2024. As of June 30, 2023, we have accrued $20,000 in interest expense on the loan.
Of the $686,896 received in Promissory Notes with warrants mentioned in Note 7, $175,000 of the proceeds are from related parties (net of debt discount of $54,128). The Company received $100,000, $50,000, and $25,000 from Simon Langelier, Health Diplomats Pte Ltd, and Mario Gobbo, respectively. Mr. Langelier and Mr. Gobbo are directors of the Company. Dr. Delon Human is also a director of the Company and is the President of Health Diplomats Pte Ltd. The notes mature on April 17, 2025 and accrue interest at 12% per annum. In conjunction with the loans, the respective parties were issued warrants to purchase 454,500, 227,250, and 113,625 shares of common stock with an exercise price of $0.25 per share. The warrants expire on April 17, 2027. |
Shareholders’ Equity |
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| Shareholders’ Equity [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Shareholders’ Equity | 9. Shareholders’ Equity
From January to March 2022, the Company issued 458,334 shares of common stock for a total dollar value of $160,417 and accrued an additional $80,208 in common stock to be issued at a later date for a total dollar value of $240,625 in exchange for services. The Company also issued 550,000 shares of common stock for 2021 management performance bonuses, 185,529 shares of common stock for director compensation, and 1,000,000 shares of common stock for 2020 RSU grants vesting in January 2022, all of which were expensed over the RSU grant vesting period, incurring $140,815 of expense during the first quarter of 2022.
From April to June 2022, the Company issued 220,500 shares of common stock for exercise of warrants for a total dollar value of $66,151 and 687,501 shares of common stock for a total dollar value of $240,626 in exchange for services. The Company also issued 1,000,000 shares of common stock related to director and management compensation which were expensed over the RSU grant vesting period, incurring $69,095 of expense during the second quarter of 2022.
From January to March 2023, the Company issued 62,500 shares of common stock for a total dollar value of $21,875 for prior period services, 187,500 shares of common stock for a total dollar value of $65,626 for current period services, 777,932 shares of common stock for a total dollar value of $50,000 for vested RSUs for current period services, and 1,100,000 shares of common stock for a total dollar value of $197,890 for vested RSUs for prior period services.
From April to June 2023, the Company issued 187,500 shares of common stock for current period services, as follows: 62,500 shares were issued at $0.091 per share for a total dollar value of $5,687, 62,500 shares were issued at $0.0909 per share for a total dollar value of $5,681, and 62,500 shares were issued at $0.1399 per share for a total dollar value of $8,744, all related to compensation to a consultant. The Company issued 802,000 shares of common stock for vested RSUs for current period services, as follows: 550,000 shares were issued at $0.098 per share for a total dollar value of $53,900, 187,000 shares were issued at $0.0995 per share for a total dollar value of $18,607, 10,000 shares were issued at $0.1088 per share for a total dollar value of $1,088, and 55,000 shares were issued at $0.115 per share for a total dollar value of $6,325, all relating to employee compensation.
Restricted Stock Unit Awards
The Company adopted its 2019 Omnibus Stock Incentive Plan (the “2019 Plan”), which provides for the issuance of stock options, stock grants and RSUs to employees, directors and consultants. The primary purpose of the 2019 Plan is to enhance the ability to attract, motivate, and retain the services of qualified employees, officers and directors. Any RSUs granted under the 2019 Plan will be at the discretion of the Compensation Committee of the Board of Directors. On January 10, 2022, the shareholders approved the 2022 Stock Incentive Plan which then replaced the 2019 Plan.
A summary of the Company’s RSU award activity for the six months ended June 30, 2023 and 2022, respectively, is as follows:
The total fair value of RSUs vested during the three and six months ending June 30, 2023 was $79,920 and $327,810, respectively. The total fair value of RSUs vested during the three and six months ending June 30, 2022 was $317,000 and $1,165,600, respectively. As of June 30, 2023 and 2022, there was $416,205 and $274,241, respectively, of unrecognized stock-based compensation cost related to non-vested RSU’s, which is expected to be recognized over the remaining vesting period.
Stock-based compensation expense relating to RSU’s was $253,552 and $366,523 for the three and six months ending June 30, 2023, respectively. Stock-based compensation expense relating to RSU’s was $69,095 and $209,910 for the three and six months ending June 30, 2022, respectively. Stock-based compensation for the three months ending June 30, 2023 consisted of equity awards forfeited, granted and vested to employees, directors and consultants of the Company in the amount of $203,552, $50,000, and $0, respectively. Stock-based compensation for the six months ending June 30, 2023 consisted of equity awards forfeited, granted and vested to employees, directors and consultants of the Company in the amount of $219,480, $147,043, and $0, respectively. Expenses for stock-based compensation are included on the accompanying condensed consolidated statements of operations in general and administrative expense.
Stock Option Awards
A summary of the Company’s stock option activity for the six months ended June 30, 2023 and 2022, respectively, is as follows:
During the three and six months ended June 30, 2023 and 2022, the Company did not issue any stock options.
Warrants
During the six months ended June 30, 2023, the Company issued warrants with the option to purchase 2,540,550 common shares at an exercise price of $0.25 per share through a series of debt subscription agreements. Of these warrants, 1,295,250 expire on April 17, 2027, 336,300 expire on April 18, 2027, 113,625 expire on May 2, 2027, 568,125 expire on May 17, 2027, and 227,250 expire on June 5, 2027. The fair value of these warrants was $179,026, which was recorded to additional paid in capital during the quarter ended June 30, 2023.
During the year ended December 31, 2021, the Company issued warrants with the option to purchase 73,950,000 common shares at an exercise price of $0.40 per share through a series of convertible note offerings and equity subscription agreements. All of the convertible notes were converted in 2021. Of these warrants, 15,000,000 shares expired on March 31, 2023, 9,500,000 expired on April 30, 2023, 1,000,000 expire on September 17, 2023, 9,000,000 expire on October 15, 2023, 9,510,000 expire on October 26, 2023, 190,000 expire on November 2, 2023, 4,560,000 expire on November 10, 2023, 1,940,000 expire on November 15, 2023, and 750,000 expire on November 17, 2023, and 22,500,000 expire on November 10, 2024. The fair value of these warrants was $1,867,960, which was recorded to additional paid in capital in the year ended December 31, 2021.
During the three and six months ended June 30, 2023, no warrants were exercised. |
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Income Taxes |
6 Months Ended |
|---|---|
Jun. 30, 2023 | |
| Income Taxes [Abstract] | |
| Income Taxes | 10. Income Taxes
In accordance with ASC 740-270, the Company calculates the interim tax expense based on an annual effective tax rate (“AETR”). The AETR represents the Company’s estimated effective tax rate for the year based on full year projection of tax expense, divided by the projection of full year pretax book loss, adjusted for discrete transactions occurring during the period. The annual effective tax rate for the three months ended June 30, 2023 was 0.0%, |
Commitments & Contingencies |
6 Months Ended |
|---|---|
Jun. 30, 2023 | |
| Commitments & Contingencies [Abstract] | |
| Commitments & Contingencies | 11. Commitments & Contingencies
Occasionally, the Company may be involved in claims and legal proceedings arising from the ordinary course of its business. The Company records a provision for a liability when it believes that it is both probable that a liability has been incurred, and the amount can be reasonably estimated. If these estimates and assumptions change or prove to be incorrect, it could have a material impact on the Company’s condensed consolidated financial statements. Contingencies are inherently unpredictable, and the assessments of the value can involve a series of complex judgments about future events and can rely heavily on estimates and assumptions.
Legal Proceedings
None. |
Subsequent Events |
6 Months Ended |
|---|---|
Jun. 30, 2023 | |
| Subsequent Events [Abstract] | |
| Subsequent Events | 12. Subsequent Events
On July 13, 2023 the Board of Directors adopted a unanimous Board consent in lieu of a meeting, amending the employment agreements of two company officers, Mr. Philip Blair Mullin, Chief Financial Officer, and Ms. Patricia Kovacevic, General Counsel Corporate Secretary and Head of External Affairs. Mr. Mullin’s employment term, subject to certain provisions in his respective employment agreement, is extended through July 10, 2025. Ms. Kovacevic’s employment term, subject to certain provisions in her respective employment agreement, is extended through July 1, 2025.
On July 11, 2023, we sold 400,000 shares to a private investor at a price of $0.125 for gross proceeds of $50,000.
On July 20, 2023, Philip B Mullin, Chief Financial Officer, exercised stock options to purchase 50,000 shares at a price of $0.16 for gross proceeds of $8,000.
On August 16, 2023, the Company agreed to amend the Patent License and Equipment Rental Agreement with RedTape Core Partners LLC in order to remove the state of California from the five states included in the Agreement, along with concomitant reductions in upfront fees and an amendment to the upfront fee payment schedule.
On August 18, 2023, the Company entered into a Patent License and Equipment Rental Agreement with Rubberrock, Inc. ("Rubberrock") for a term of five years, in which the Company licenses its proprietary CryoSift SeparatorTM process and technology and leases one CryoSift SeparatorTM Unit for use in the state of California. Under the terms of the transaction, Rubberrock agrees to pay license fees of $750,000 and a monthly royalty based on 25% of revenues. |
Accounting Policies, by Policy (Policies) |
6 Months Ended | |||||||||||||||
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Jun. 30, 2023 | ||||||||||||||||
| Accounting Policies [Abstract] | ||||||||||||||||
| Principles of Consolidation | Principles of Consolidation The accompanying condensed consolidated financial statements have been prepared in accordance with Generally Accepted Accounting Principles. The condensed consolidated financial statements include the accounts of the Cryomass Technologies Inc, Cryomass LLC, Cryomass California LLC, and 1304740 B.C. Unlimited Liability Company dba Cryomass Canada. All significant intercompany balances and transactions have been eliminated in consolidation. The Company operates as one segment from its corporate headquarters in Colorado. |
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| Use of Estimates | Use of Estimates The preparation of the Company’s condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements, and the reported amounts of expenses during the reporting period. Significant estimates and assumptions reflected in these condensed consolidated financial statements include, but are not limited to determining the fair value of the assets acquired and liabilities assumed in acquisition, determining the useful lives and potential impairment of long-lived assets and potential impairment of goodwill. The Company bases its estimates on historical experience, known trends and other market-specific or other relevant factors that it believes to be reasonable under the circumstances. On an ongoing basis, management evaluates its estimates when there are changes in circumstances, facts and experience. Changes in estimates are recorded in the period in which they become known. Actual results could differ from those estimates. |
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| Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid instruments with maturities of three months or less at the time of issuance to be cash equivalents. |
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| Concentrations of Credit Risk | Concentrations of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash. Periodically, the Company maintains deposits in accredited financial institutions in excess of federally insured limits. The Company deposits its cash in financial institutions that it believes have high credit quality and has not experienced any losses on such accounts. Aside from this, the Company does not believe it is exposed to any unusual credit risk. |
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| Purchase Accounting for Acquisitions | Purchase Accounting for Acquisitions We apply the acquisition method of accounting for a business combination. In general, this methodology requires us to record assets acquired and liabilities assumed at their respective fair values at the date of acquisition. Any amount of the purchase price paid that is in excess of the estimated fair value of the net assets acquired is recorded as goodwill. For certain acquisitions, we also record a liability for contingent consideration based on estimated future business performance. We monitor our assumptions surrounding these estimated future cash flows and, if there is a significant change, would record an adjustment to the contingent consideration liability and a corresponding adjustment to either income or expense. We determine fair value using widely accepted valuation techniques, primarily discounted cash flow and market multiple analyses. These types of analyses require us to make assumptions and estimates regarding industry and economic factors, the profitability of future business strategies, discount rates and cash flow. If actual results are not consistent with our assumptions and estimates, or our assumptions and estimates change due to new information, we may be exposed to an impairment charge in the future.
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| Expenses | Expenses Operating Expenses Operating expenses encompass personnel costs, research and development expenses, general and administrative expenses, professional and legal fees and depreciation and amortization related to the property and equipment and intangibles acquired through the acquisition of the assets of Cryocann. Personnel costs consist primarily of consulting expense and administrative salaries and wages. General and administrative expenses are comprised of travel expenses, accounting expenses, stock-based compensation, and board fees. Professional services are principally comprised of outside legal and professional fees. Other Expense, net Other expense, net consisted of interest expense, other income and (loss) gain on foreign exchange. |
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| Stock-Based Compensation | Stock-Based Compensation The fair value of restricted stock units (“RSUs”) granted are measured on the grant date using the closing price of the Company’s common shares on the grant date. For stock options, the Company engages a valuation firm to calculate the grant date fair value of the options issued. The Company accounts for forfeitures as they occur, rather than estimating expected forfeitures over the course of a vesting period. All stock-based compensation costs are recorded in general and administrative expenses in the condensed consolidated statements of operations. |
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| Property and Equipment, net | Property and Equipment, net Purchase of property and equipment are recorded at cost. Improvements and replacements of property and equipment are capitalized. Maintenance and repairs that do not improve or extend the lives of property and equipment are charged to expense as incurred. When assets are sold or retired, their cost and related accumulated depreciation are removed from the accounts and any gain or loss is reported in the condensed consolidated statements of operations. Depreciation and amortization expense is recognized using the straight-line method over the estimated useful life of each asset, as follows:
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| Goodwill and Intangible Assets | Goodwill and Intangible Assets Goodwill represents the excess of the purchase price of an acquired entity over the fair value of identifiable tangible and intangible assets acquired and liabilities assumed in a business combination. Indefinite-lived intangible assets established in connection with business combinations consist of in-process research and development and internal-use software. Intangible assets with indefinite lives are recorded at their estimated fair value at the date of acquisition. Once in-process research and development is placed in service, it will be amortized over the estimated useful life. Internal-use software costs recognized as an intangible asset relates to capitalizable costs of computer software obtained for internal-use as defined by the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 350-40-30-1. All other internal-use software costs are expensed as incurred by the Company. Amortization is recorded straight-line over the estimated useful life of the software. The software has a useful life of 26 months with amortization beginning on April 1, 2023. Intangible assets with finite lives are recorded at their estimated fair value at the date of acquisition and are amortized over their estimated useful lives using the straight-line method. Amortization of assets ceases upon designation as held for sale. The estimated useful lives of intangible assets are detailed in the table below:
|
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| Impairment of Goodwill and Intangible Assets | Impairment of Goodwill and Intangible Assets Goodwill Goodwill is not amortized, but instead is tested annually at December 31 for impairment and upon the occurrence of certain events or substantive changes in circumstances. We account for the impairment of goodwill under the provisions of Financial Accounting Standards Board (FASB) Accounting Standard Update 2017-04 (“ASU 2017-04”), “Intangibles – Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment” and FASB Accounting Standards Codification (ASC) 350-20-35, Intangibles – Goodwill and Other – Goodwill. The Company performs impairment testing for goodwill by performing the following steps: 1) evaluate the relevant events or circumstances to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount, 2) if yes to step 1, calculate the fair value of the reporting unit and compare it with its carrying amount, including goodwill, 3) recognize impairment, limited to the total amount of goodwill allocated to that reporting unit, equal to the excess of the carrying value of a reporting unit over its fair value. |
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| Indefinite-Lived Intangible Assets and Intangible Assets Subject to Amortization | Indefinite-Lived Intangible Assets and Intangible Assets Subject to Amortization Indefinite-lived intangible assets are not amortized, but instead are tested annually at December 31 for impairment and upon the occurrence of certain events or substantive changes in circumstances. We account for the impairment of indefinite-lived intangible assets under the provisions of Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 350-30-35, Intangibles – Goodwill and Other – General Intangibles Other Than Goodwill. Following this guidance, the Company compares the estimated fair value of the indefinite-lived intangible assets to its carrying value. If the carrying value exceeds the fair value, the Company recognizes impairment equal to that excess. We account for the impairment of intangible assets subject to amortization under the provisions of Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 360-10-35, Property, Plant, and Equipment. Following this guidance, the Company compares the estimated fair value of the intangible assets subject to amortization to its carrying value. If the carrying value exceeds the fair value, the Company recognizes impairment equal to that excess. Due to delays in implementing the Company’s business model of its cryogenic process, management concluded that all related identifiable intangible assets were fully impaired as of June 30, 2023. |
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| Leases | Leases We account for our leases under ASC 842. Under this guidance, arrangements meeting the definition of a lease are classified as operating or financing leases, and are recorded on the condensed consolidated balance sheet as both a right of use asset and lease liability, calculated by discounting fixed lease payments over the lease term at the rate implicit in the lease or our incremental borrowing rate. Lease liabilities are increased by interest and reduced by payments each period, and the right of use asset is amortized over the lease term. For finance leases, interest on the lease liability and the amortization of the right of use asset results in front-loaded expense over the lease term. Variable lease expenses are recorded when incurred. In calculating the right of use and lease liability, we have elected to combine lease and non-lease components. We exclude short-term leases having an initial term of 12 months or less from the new guidance as an accounting policy election, and recognize rent expense on a straight-line basis over the lease term. |
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| Income Taxes | Income Taxes The Company uses the liability method of accounting for income taxes as set forth in ASC 740, Income Taxes. Under the liability method, deferred taxes are determined based on the temporary differences between the financial statement and tax basis of assets and liabilities using tax rates expected to be in effect during the years in which the basis differences reverse. A valuation allowance is recorded when it is likely that the deferred tax assets will not be realized. We assess our income tax positions and record tax benefits for all years subject to examination based upon our evaluation of the facts, circumstances and information available at the reporting date. In accordance with ASC 740-10, for those tax positions where there is a greater than 50% likelihood that a tax benefit will be sustained, our policy will be to record the largest amount of tax benefit that is more likely than not to be realized upon ultimate settlement with a taxing authority that has full knowledge of all relevant information. For those income tax positions where there is less than 50% likelihood that a tax benefit will be sustained, no tax benefit will be recognized in the condensed consolidated financial statements.
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| Fair Value Measurements | Fair Value Measurements Certain assets and liabilities of the Company are carried at fair value under GAAP. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. Financial assets and liabilities carried at fair value are to be classified and disclosed in one of the following three levels of the fair value hierarchy, of which the first two are considered observable and the last is considered unobservable:
The carrying values reported in the condensed consolidated balance sheets for cash, prepaid expenses, accounts payable, and notes payable approximate fair values because of the immediate or short-term maturities of these financial instruments. Between April and June 2023, the Company issued Promissory Notes to investors as part of a capital raising effort. The Company has determined that the Warrants are classified as equity and are initially measured at fair value. The fair value of the Warrants was determined utilizing a Black-Scholes model considering all relevant assumptions at the dates of issuance. As the fair value of the Promissory Notes at the issuance date is less than the cash proceeds received, a debt discount on the Promissory Notes was also recorded. The debt discount will be amortized over the lives of the Promissory Notes using the effective interest method. |
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| Net Loss per Share | Net Loss per Share The Company follows ASC 260, Earnings Per Share, which requires presentation of basic and diluted earnings per share (“EPS”) on the face of the income statement for all entities with complex capital structures. Net earnings or loss per share is computed by dividing net income or loss by the weighted-average number of common shares outstanding during the period, excluding shares subject to redemption or forfeiture. The Company presents basic and diluted net earnings or loss per share. Diluted net earnings or loss per share reflect the actual weighted average of common shares issued and outstanding during the period, adjusted for potentially dilutive securities outstanding. Potentially dilutive securities are excluded from the computation of the diluted net loss per share if their inclusion would be anti-dilutive. There were 2,290,085 unvested RSU’s considered potentially dilutive securities outstanding as of June 30, 2023 and 1,258,982 unvested RSU’s considered potentially dilutive securities outstanding as of June 30, 2022. Diluted net loss per share is the same as basic net loss per share for each period. |
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| Recently Adopted Accounting Standards | Recently Adopted Accounting Standards In August 2020, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (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 reduces the number of accounting models for convertible debt instruments and convertible preferred stock. The accounting model for beneficial conversion features is removed. ASU 2020-06 is effective for public business entities that meet the definition of an SEC filer, excluding entities eligible to be smaller reporting companies as defined by the SEC, for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. An entity is not permitted to adopt the guidance in an interim period. The Company adopted the provisions of ASU 2020-06 effective January 1, 2023. |
Summary of Significant Accounting Policies (Tables) |
6 Months Ended | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2023 | ||||||||||||||||
| Accounting Policies [Abstract] | ||||||||||||||||
| Schedule of Property and Equipment | Depreciation
and amortization expense is recognized using the straight-line method over the estimated useful life of each asset, as follows:
|
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| Schedule of Intangible Assets | The estimated useful lives of intangible assets are detailed in the table
below:
|
Property and Equipment, Net (Tables) |
6 Months Ended | ||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2023 | |||||||||||||||||||||||||||||||||||||
| Property, Plant and Equipment [Abstract] | |||||||||||||||||||||||||||||||||||||
| Schedule of Property and Equipment, Net | Property and equipment, net, of $749,225 and $525,855
as of June 30, 2023 and December 31, 2022, respectively, consisted entirely of machinery and equipment.
|
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Goodwill and Intangible Assets (Tables) |
6 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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| Goodwill and Intangible Assets [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of Identifiable Intangible Assets | The following tables summarize information relating
to the Company’s identifiable intangible assets as of June 30, 2023 and December 31, 2022:
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| Schedule of Amortization Expense | Amortization expense was $131,260 and $245,659 for the three and six
months ended June 30, 2023, respectively, and was $21,833 and $43,663 for the three and six months ended June 30, 2022, respectively.
|
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Shareholders’ Equity (Tables) |
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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| Shareholders’ Equity [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of Company's RSU Award Activity | A summary of the Company’s RSU award
activity for the six months ended June 30, 2023 and 2022, respectively, is as follows:
|
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| Schedule of Stock Options Activity | A summary of the Company’s stock option
activity for the six months ended June 30, 2023 and 2022, respectively, is as follows:
|
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Nature of the Business (Details) - USD ($) |
1 Months Ended | |
|---|---|---|
Sep. 30, 2021 |
Jun. 22, 2021 |
|
| Nature of the Business [Abstract] | ||
| Plant material | $ 10,864,525 | |
| Granted | $ 3,064,896 |
Going Concern Uncertainty, Financial Conditions and Management’s Plans (Details) |
6 Months Ended |
|---|---|
|
Jun. 30, 2023
USD ($)
| |
| Going Concern Uncertainty, Financial Conditions and Management’s Plans [Abstract] | |
| Working deficit | $ 1,335,230 |
| Cash balance | 316,267 |
| Overhead costs | 4,200,000 |
| Capital expenditures | 6,600,000 |
| Cash for operating activities | 2,337,450 |
| Incurred net loss | 7,960,332 |
| Accumulated deficit | $ 46,971,860 |
Summary of Significant Accounting Policies (Details) - shares |
6 Months Ended | |
|---|---|---|
Jun. 30, 2023 |
Jun. 30, 2022 |
|
| Accounting Policies [Abstract] | ||
| Income taxes, description | In accordance with ASC 740-10, for those tax positions where there is a greater than 50% likelihood that a tax benefit will be sustained, our policy will be to record the largest amount of tax benefit that is more likely than not to be realized upon ultimate settlement with a taxing authority that has full knowledge of all relevant information. For those income tax positions where there is less than 50% likelihood that a tax benefit will be sustained, no tax benefit will be recognized in the condensed consolidated financial statements. | |
| Securities outstanding | 2,290,085 | 1,258,982 |
Summary of Significant Accounting Policies (Details) - Schedule of Property and Equipment |
6 Months Ended |
|---|---|
Jun. 30, 2023 | |
| Computer equipment [Member] | Minimum [Member] | |
| Property, Plant and Equipment [Line Items] | |
| Property, plant and equipment, useful life | 3 years |
| Computer equipment [Member] | Maximum [Member] | |
| Property, Plant and Equipment [Line Items] | |
| Property, plant and equipment, useful life | 5 years |
| Furniture and fixtures [Member] | Minimum [Member] | |
| Property, Plant and Equipment [Line Items] | |
| Property, plant and equipment, useful life | 5 years |
| Furniture and fixtures [Member] | Maximum [Member] | |
| Property, Plant and Equipment [Line Items] | |
| Property, plant and equipment, useful life | 7 years |
| Machinery and equipment [Member] | |
| Property, Plant and Equipment [Line Items] | |
| Property, plant and equipment, useful life | 15 years |
| Leasehold improvements [Member] | |
| Property, Plant and Equipment [Line Items] | |
| Leasehold improvements | Shorter of lease term or useful life |
Summary of Significant Accounting Policies (Details) - Schedule of Intangible Assets |
Jun. 30, 2023 |
Apr. 30, 2023 |
Dec. 31, 2022 |
|---|---|---|---|
| Patent [Member] | |||
| Finite-Lived Intangible Assets [Line Items] | |||
| Estimated useful lives of intangible assets | 120 years | 120 months | 120 years |
| In Process research and development [Member] | |||
| Finite-Lived Intangible Assets [Line Items] | |||
| Estimated useful lives of intangible assets | 104 months | ||
| Internal use software [Member] | |||
| Finite-Lived Intangible Assets [Line Items] | |||
| Estimated useful lives of intangible assets | 26 years | 26 months |
Property and Equipment, Net (Details) - USD ($) |
3 Months Ended | 6 Months Ended | |
|---|---|---|---|
Jun. 30, 2023 |
Jun. 30, 2023 |
Dec. 31, 2022 |
|
| Property, Plant and Equipment [Abstract] | |||
| Property and equipment, net | $ 749,225 | $ 749,225 | $ 525,855 |
| Depreciation expense | $ 13,077 | $ 23,207 |
Property and Equipment, Net (Details) - Schedule of Property and Equipment, Net - USD ($) |
Jun. 30, 2023 |
Dec. 31, 2022 |
|---|---|---|
| Schedule of Property and Equipment, Net [Abstract] | ||
| Less: Accumulated depreciation | $ (28,607) | $ (5,400) |
| Property and equipment, net | 749,225 | 525,855 |
| Machinery and equipment [Member] | ||
| Schedule of Property and Equipment, Net [Abstract] | ||
| Property and equipment, gross | $ 777,832 | $ 531,255 |
Goodwill and Intangible Assets (Details) - USD ($) |
3 Months Ended | 6 Months Ended | |||
|---|---|---|---|---|---|
Jun. 30, 2023 |
Jun. 30, 2022 |
Jun. 30, 2023 |
Jun. 30, 2022 |
Dec. 31, 2022 |
|
| Goodwill and Intangible Assets [Abstract] | |||||
| Goodwill | $ 0 | $ 0 | $ 1,190,000 | ||
| Impairment charge | 1,190,000 | 1,190,000 | |||
| Amortization expense | $ 131,260 | $ 21,833 | $ 245,659 | $ 43,663 | |
Goodwill and Intangible Assets (Details) - Schedule of Amortization Expense - USD ($) |
Jun. 30, 2023 |
Dec. 31, 2022 |
|---|---|---|
| Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | ||
| 2023 (remainder of year) | $ 34,206 | |
| 2024 | 68,412 | |
| 2025 | 28,499 | |
| Total amortization expense | $ 131,117 | $ 3,980,582 |
Loans Receivable (Details) - USD ($) |
Mar. 31, 2022 |
Dec. 31, 2021 |
|---|---|---|
| Loan Receivable [Abstract] | ||
| Promissory note due | $ 6,600,000 | |
| Net realizable shares (in Shares) | 3,600,000 | |
| Additional loans | $ 618,831 |
Notes Payable (Details) - USD ($) |
3 Months Ended | 6 Months Ended | 12 Months Ended |
|---|---|---|---|
Jun. 30, 2023 |
Jun. 30, 2023 |
Dec. 31, 2021 |
|
| Notes Payable [Line Items] | |||
| Total principal amount | $ 686,896 | ||
| Bear interest | 12.00% | 12.00% | |
| Exercise price (in Dollars per share) | $ 0.25 | $ 0.4 | |
| Subscriptions agreements description | The fair value of the Warrants was determined utilizing a Black-Scholes model considering all relevant assumptions at the dates of issuance, including the Company stock price ($0.13 for April subscription agreements, $0.09 for May subscription agreements, $0.12 for June subscription agreement), exercise price ($0.25), term (4 years), historical volatility (153%), and risk-free rate (3.8% for April subscription agreements, 3.6% and 3.7% for May subscription agreements for Mario Gobbo and a private investor, respectively, 4.0% for June subscription agreement). | ||
| Fair value of warrants | $ 179,026 | ||
| Fair value of promissory notes | 507,870 | ||
| Debt discount | $ 179,026 | 179,026 | |
| Carrying value of promissory notes | $ 522,319 | 522,319 | |
| Interest accrued | $ 13,345 | ||
| Warrant [Member] | |||
| Notes Payable [Line Items] | |||
| Issued of warrants share (in Shares) | 2,540,550 | 2,540,550 |
Shareholders’ Equity (Details) - USD ($) |
3 Months Ended | 6 Months Ended | 12 Months Ended | |||||
|---|---|---|---|---|---|---|---|---|
Jun. 30, 2023 |
Mar. 31, 2023 |
Jun. 30, 2022 |
Mar. 31, 2022 |
Jun. 30, 2023 |
Jun. 30, 2022 |
Dec. 31, 2021 |
Dec. 31, 2022 |
|
| Shareholders’ Equity [Line Items] | ||||||||
| Conversion of common stock description | the Company issued 187,500 shares of common stock for current period services, as follows: 62,500 shares were issued at $0.091 per share for a total dollar value of $5,687, 62,500 shares were issued at $0.0909 per share for a total dollar value of $5,681, and 62,500 shares were issued at $0.1399 per share for a total dollar value of $8,744, all related to compensation to a consultant. The Company issued 802,000 shares of common stock for vested RSUs for current period services, as follows: 550,000 shares were issued at $0.098 per share for a total dollar value of $53,900, 187,000 shares were issued at $0.0995 per share for a total dollar value of $18,607, 10,000 shares were issued at $0.1088 per share for a total dollar value of $1,088, and 55,000 shares were issued at $0.115 per share for a total dollar value of $6,325, all relating to employee compensation. | the Company issued 62,500 shares of common stock for a total dollar value of $21,875 for prior period services, 187,500 shares of common stock for a total dollar value of $65,626 for current period services, 777,932 shares of common stock for a total dollar value of $50,000 for vested RSUs for current period services, and 1,100,000 shares of common stock for a total dollar value of $197,890 for vested RSUs for prior period services. | the Company issued 458,334 shares of common stock for a total dollar value of $160,417 and accrued an additional $80,208 in common stock to be issued at a later date for a total dollar value of $240,625 in exchange for services. The Company also issued 550,000 shares of common stock for 2021 management performance bonuses, 185,529 shares of common stock for director compensation, and 1,000,000 shares of common stock for 2020 RSU grants vesting in January 2022, all of which were expensed over the RSU grant vesting period, incurring $140,815 of expense during the first quarter of 2022. | |||||
| Warrants shares | 2,540,550 | 220,500 | 2,540,550 | 220,500 | 73,950,000 | |||
| Common stock shares | 687,501 | |||||||
| Common stock in exchange for services | 240,626 | |||||||
| Issuance of common stock shares | 1,000,000 | |||||||
| Incurred expense (in Dollars) | $ 69,095 | |||||||
| Fair value of RSU’s vested (in Dollars) | $ 79,920 | $ 317,000 | $ 327,810 | $ 1,165,600 | ||||
| Unrecognized stock based compensation (in Dollars) | 416,205 | 274,241 | ||||||
| Stock-based compensation expense (in Dollars) | 209,910 | |||||||
| Exercise price (in Dollars per share) | $ 0.25 | $ 0.4 | ||||||
| Additional paid in capital (in Dollars) | 44,011,514 | $ 44,011,514 | $ 43,163,579 | |||||
| Warrant [Member] | ||||||||
| Shareholders’ Equity [Line Items] | ||||||||
| Common stock shares | 66,151 | |||||||
| March 31, 2023 [Member] | ||||||||
| Shareholders’ Equity [Line Items] | ||||||||
| Warrants expire | 1,295,250 | 15,000,000 | ||||||
| April 18, 2027 [Member] | ||||||||
| Shareholders’ Equity [Line Items] | ||||||||
| Warrants expire | 336,300 | |||||||
| May 2, 2027 [Member] | ||||||||
| Shareholders’ Equity [Line Items] | ||||||||
| Warrants expire | 113,625 | |||||||
| May 17, 2027 [Member] | ||||||||
| Shareholders’ Equity [Line Items] | ||||||||
| Warrants expire | 568,125 | |||||||
| June 5, 2027 [Member] | ||||||||
| Shareholders’ Equity [Line Items] | ||||||||
| Warrants expire | 227,250 | |||||||
| April 30, 2023 [Member] | ||||||||
| Shareholders’ Equity [Line Items] | ||||||||
| Warrants expire | 9,500,000 | |||||||
| September 17, 2023 [Member] | ||||||||
| Shareholders’ Equity [Line Items] | ||||||||
| Warrants expire | 1,000,000 | |||||||
| October 15, 2023 [Member] | ||||||||
| Shareholders’ Equity [Line Items] | ||||||||
| Warrants expire | 9,000,000 | |||||||
| October 26, 2023 [Member] | ||||||||
| Shareholders’ Equity [Line Items] | ||||||||
| Warrants expire | 9,510,000 | |||||||
| November 2, 2023 [Member] | ||||||||
| Shareholders’ Equity [Line Items] | ||||||||
| Warrants expire | 190,000 | |||||||
| November 10, 2023 [Member] | ||||||||
| Shareholders’ Equity [Line Items] | ||||||||
| Warrants expire | 4,560,000 | |||||||
| November 15, 2023 [Member] | ||||||||
| Shareholders’ Equity [Line Items] | ||||||||
| Warrants expire | 1,940,000 | |||||||
| November 17, 2023 [Member] | ||||||||
| Shareholders’ Equity [Line Items] | ||||||||
| Warrants expire | 750,000 | |||||||
| November 10, 2024 [Member] | ||||||||
| Shareholders’ Equity [Line Items] | ||||||||
| Warrants expire | 22,500,000 | |||||||
| Employees [Member] | ||||||||
| Shareholders’ Equity [Line Items] | ||||||||
| Stock-based compensation consisted of equity awards granted and vested (in Dollars) | 203,552 | $ 219,480 | ||||||
| Director [Member] | ||||||||
| Shareholders’ Equity [Line Items] | ||||||||
| Stock-based compensation consisted of equity awards granted and vested (in Dollars) | 50,000 | 147,043 | ||||||
| Consultants [Member] | ||||||||
| Shareholders’ Equity [Line Items] | ||||||||
| Stock-based compensation consisted of equity awards granted and vested (in Dollars) | 0 | 0 | ||||||
| Stock Option Awards [Member] | ||||||||
| Shareholders’ Equity [Line Items] | ||||||||
| Additional paid in capital (in Dollars) | 179,026 | 179,026 | $ 1,867,960 | |||||
| Restricted Stock [Member] | ||||||||
| Shareholders’ Equity [Line Items] | ||||||||
| Stock-based compensation expense (in Dollars) | $ 253,552 | $ 69,095 | $ 366,523 | $ 209,910 | ||||
Income Taxes (Details) |
3 Months Ended |
|---|---|
Jun. 30, 2023 | |
| Income Taxes [Abstract] | |
| Effective tax rate | 0.00% |
Subsequent Events (Details) - Subsequent Event [Member] - USD ($) |
1 Months Ended | ||
|---|---|---|---|
Jul. 20, 2023 |
Jul. 11, 2023 |
Aug. 18, 2023 |
|
| Subsequent Event [Line Items] | |||
| Number of shares issued (in Shares) | 400,000 | ||
| Share price (in Dollars per share) | $ 0.125 | ||
| Gross proceeds | $ 8,000 | $ 50,000 | |
| License fees | $ 750,000 | ||
| Revenues percentage | 25.00% | ||
| Simon Langelier [Member] | |||
| Subsequent Event [Line Items] | |||
| Number of shares issued (in Shares) | 50,000 | ||
| Share price (in Dollars per share) | $ 0.16 |