INTANGIBLE ASSETS AND GOODWILL

12 Months Ended

Dec. 31, 2021

Goodwill and Intangible Assets Disclosure [Abstract]

INTANGIBLE ASSETS AND GOODWILL

NOTE 4 – INTANGIBLE ASSETS AND GOODWILL

During the year ended December 31, 2021, the Company recorded goodwill of $9.8 million and indefinite lived intangible assets related to the Psybrary and patent applications of $16.6 million and in-process R&D of $18.9 million in connection with the acquisition of MagicMed, as described in Note 3.

The Company performs an annual impairment test at the reporting unit level as of December 31 of each fiscal year. As of December 31, 2021, the Company qualitatively assessed whether it is more likely than not that the respective fair value of the Company’s reporting unit is less than its carrying amount, including goodwill. During the fourth quarter 2021, the Company experienced a sustained decline in the quoted market price of the Company’s common stock and as a result the Company determined that as of December 31, 2021 it was more likely than not that the carrying value of these acquired intangibles exceeded their estimated fair value. Accordingly, the Company performed an impairment analysis as of that date using the income approach. This analysis required significant judgments, including primarily the estimation of future development costs, the probability of success in various phases of its development programs, potential post launch cash flows and a risk-adjusted weighted average cost of capital. Pursuant to ASU 2017-04, the Company recorded a goodwill and intangible asset impairment charge for the excess of the reporting unit’s carrying value over its fair value. The following table provides the Company’s goodwill, indefinite and definite lives intangible assets as of December 31, 2021 and 2020. There were no impairment charges during the year ended December 31, 2020. There were no goodwill or indefinite lived intangible assets as of December 31, 2020.

Goodwill
Balance at December 31, 2020	$	—
Acquired during the year		9,834,855
Impairment losses		(8,225,862	)
Loss on currency translation		(21,359	)
Balance at December 31, 2021	$	1,587,634
Indefinite lived intangible assets
Balance at December 31, 2020	$	—
Acquired during the year		35,500,000
Impairment losses		(29,048,164	)
Loss on currency translation		(76,344	)
Balance at December 31, 2021	$	6,375,492
Definite lived intangible assets
Balance at January 1, 2020	$	—
Acquired during the year		1,938,593
Amortization		(120,872	)
Balance at December 31, 2020		1,817,721
Acquired during the year		675,000
Amortization		(643,333	)
Impairment loss		(1,404,892	)
Gain on currency translation		103,940
Balance at December 31, 2021	$	548,436

For goodwill, accumulated impairment amounted to $8.2 million and $— as of December 31, 2021 and 2020, respectively. For the identified indefinite lived assets, accumulated impairment amounted to $29.0 million and $— as of December 31, 2021 and 2020, respectively. For identified definite lived intangible assets, accumulated impairment amounted to $1.4 million and $— as of December 31, 2021 and 2020, respectively. For identified definite lived intangible assets, accumulated amortization amounted to $0.6 million and $0.1 million as of December 31, 2021 and 2020, respectively. The impairment loss charged to definite lived intangible assets was determined by the Company’s assessment of the related intangible assets being not materially relevant in current and future research and development operations, thereby necessitating an impairment equal to the full carrying value as of December 31, 2021.

The Company amortizes definite lived intangible assets on a  straight-line basis over their estimated useful lives. Amortization expense of identified intangible assets based on the carrying amount as of December 31, 2021 is as follows:

Year ending December 31,
2022	$	168,750
2023		168,750
2024		168,750
2025		42,186
	$	548,436

Acquisition of Diverse Bio License Agreement

On March 5, 2021, the Company entered into an Exclusive License Agreement (the “DB Agreement”) with Diverse Biotech, Inc. (“Diverse”), pursuant to which the Company acquired an exclusive, perpetual license to develop five therapeutic candidates (collectively, the “Agents”) with the goal of alleviating the side effects that cancer patients experience. Under the terms of the DB Agreement, Diverse has granted the Company an exclusive license to its intellectual property rights covering the Agents and its products. In exchange, the Company has granted Diverse the right to information relating to the Agents developed for the express purpose of using such information to obtain patent rights, which right terminates upon the issuance or denial of the patent rights.

Under the DB Agreement, the Company will maintain sole responsibility and ownership of the development and commercialization of the Agents and its products. Diverse has agreed not to develop or commercialize any agent or product that would compete with the Agents, or its products containing the Agents, at any time during or after the term of the DB Agreement. If Diverse intends to license, sell, or transfer any other molecules linked with cannabinoids not granted to the Company under the terms of the DB Agreement, the Company will have the first right, but not the obligation, to negotiate an agreement with Diverse for such cannabinoids. The Company has also agreed to pay Diverse an up-front investment payment in the amount of $675,000, as well as a running royalty starting with the first commercial sale by the Company to a third party in an arm’s length transaction.

The term of the DB Agreement shall continue for as long as the Company intends to develop or commercialize the new drugs, unless earlier terminated by either Party. The Agreement may be terminated by either party upon ninety (90) days written notice of an uncured material breach or in the event of bankruptcy or insolvency. In addition, the Company has the right to terminate the DB Agreement at any time upon sixty (60) days’ prior written notice to Diverse.