UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form 6-K/A

(Amendment No.1)

 

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

 

For the month of: August 2024

 

Commission File Number: 001-39152

 

Quantum Biopharma Ltd.

(Translation of registrant's name into English)

 

199 Bay St., Suite 4000

Toronto, Ontario M5L 1A9, Canada

(Address of principal executive office)

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

 

Form 20-F ☒     Form 40-F ☐

 

 INCORPORATION BY REFERENCE

 

This Report on Form 6-K/A and the exhibits attached hereto are incorporated by reference into the Registrant’s Registration Statement on Form F-3 (SEC File No. 333-276264), including any prospectuses forming a part of such Registration Statement and to be a part thereof from the date on which this report is furnished, to the extent not superseded by documents or reports subsequently filed or furnished.

 

 

 

 

Explanatory Note

 

On August 14, 2024, Quantum BioPharma Ltd. (“the “Company”) furnished a Form 6-K (“Original Form 6-K”) including its interim financial statements for the six months ended June 30,  2024.  This Form 6-K/A is being furnished  to provide its  interim financial statements for the six months ended June 30, 2024 using interactive data files in inline eXtensible Business Reporting Language (iXBRL) in accordance with Rule 405 of Regulation S-T. The documents listed in the Exhibit List are incorporated by reference into this Form 6-K/A.

 

Other than as expressly set forth above, this Form 6-K/A, as does not, and does not purport to, amend, update or restate the information in any other item of the Original Form 6-K, or reflect any events that have occurred after the Original  Form 6-K was originally filed. 

 

 
2

 

 

SIGNATURES

 

Pursuant to the requirements 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.

 

 

Quantum Biopharma Ltd.

(Registrant)

 

 

 

 

 

Date: August 16, 2024

By:

/s/ Nathan Coyle

 

 

 

Nathan Coyle, Chief Financial Officer

 

 

 
3

 

 

EXHIBIT INDEX

 

Exhibit

 

Description

 

 

 

99.1

 

Financial statements for the period ending June 30, 2024

 

 

 

99.2

 

MDA for the period ending June 30, 2024

 

 

 

99.3

 

CEO Certificate

 

 

 

99.4

 

CFO Certificate

 

 

 

101.INS

 

XBRL Instance Document

 

 

 

101.SCH

 

Inline XBRL Taxonomy Extension Schema Document

 

 

 

101.SCH

 

Inline XBRL Taxonomy Extension Calculation Linkbase Document

 

 

 

101.DEF

 

Inline XBRL Taxonomy Extension Definition Linkbase Document

 

 

 

101.LAB

 

Inline XBRL Taxonomy Extension Label Linkbase Document

 

 

 

101.PRE

 

Inline XBRL Taxonomy Extension Presentation Linkbase Document

 

 

 

104

 

Cover Page Interactive Data File( formatted as Inline XBRL and contained in Exhibit 101)

 

 

4

 

EXHIBIT 99.1

 

Quantum Biopharma Ltd.

Condensed consolidated interim financial statements

 

For the three and six months ended June 30, 2024 and 2023

[unaudited] [expressed in United States dollars, except per share amounts]

 

 

 

 

Quantum Biopharma Ltd.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF FINANCIAL POSITION

[Unaudited] [expressed in United States dollars]

 

 

 

 

 

 

 

 

 

As at

 

 

 

 

June 30,

 

 

 December 31,

 

 

 

 

 

 

2024

 

 

2023

 

 

 

Notes

 

 

$

 

 

$

 

ASSETS

 

 

 

 

 

 

 

 

 

Current assets

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

 

 

 

 

3,306,641

 

 

 

2,757,040

 

Other receivables

 

 

3

 

 

 

86,868

 

 

 

228,764

 

Prepaid expenses and deposits

 

 

4

 

 

 

130,424

 

 

 

155,413

 

Investments

 

 

6

 

 

 

21,918

 

 

 

756,100

 

Finance receivables, net

 

 

5

 

 

 

6,476,204

 

 

 

7,187,988

 

 

 

 

 

 

 

 

10,022,055

 

 

 

11,085,305

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-current assets

 

 

 

 

 

 

 

 

 

 

 

 

Equipment, net

 

 

 

 

 

 

64,873

 

 

 

87,583

 

Investments

 

 

6

 

 

 

5,845

 

 

 

6,049

 

Right-of-use asset, net

 

 

 

 

 

 

8,244

 

 

 

32,838

 

Finance receivables, net

 

 

5

 

 

 

 

 

 

907,366

 

Intangible assets, net  

 

 

7

 

 

 

5,145,932

 

 

 

5,355,687

 

Total assets

 

 

 

 

 

 

15,246,949

 

 

 

17,474,828

 

 

 

 

 

 

 

 

 

 

 

 

 

 

LIABILITIES

 

 

 

 

 

 

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

 

 

 

 

 

 

Trade and other payables

 

 

8,18

 

 

 

4,419,667

 

 

 

4,195,029

 

Lease obligations

 

 

 

 

 

 

9,634

 

 

 

38,650

 

Warrants liability

 

 

9

 

 

 

1

 

 

 

31,338

 

Notes payable

 

 

10

 

 

 

615,562

 

 

 

300,549

 

 

 

 

 

 

 

 

5,044,864

 

 

 

4,565,566

 

Total liabilities

 

 

 

 

 

 

5,044,864

 

 

 

4,565,566

 

 

 

 

 

 

 

 

 

 

 

 

 

 

SHAREHOLDERS' EQUITY

 

 

 

 

 

 

 

 

 

 

 

 

Class A share capital

 

 

11

 

 

 

151,622

 

 

 

151,622

 

Class B share capital

 

 

11

 

 

 

140,554,285

 

 

 

137,626,863

 

Warrants

 

 

11

 

 

 

2,437,167

 

 

 

2,723,356

 

Contributed surplus

 

 

 

 

 

 

30,655,099

 

 

 

30,225,741

 

Foreign exchange translation reserve

 

 

 

 

 

 

83,497

 

 

 

417,341

 

Accumulated deficit

 

 

 

 

 

 

(162,923,451)

 

 

(157,908,160)

Equity attributable to shareholders of the Company

 

 

 

 

 

 

10,958,219

 

 

 

13,236,763

 

Non-controlling interests

 

 

13

 

 

 

(756,134)

 

 

(327,501)

 

 

 

 

 

 

 

10,202,085

 

 

 

12,909,262

 

Total liabilities and shareholders’ equity

 

 

 

 

 

 

15,246,949

 

 

 

17,474,828

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Going concern 

 

 

1

 

 

 

 

 

 

 

 

 

Commitments and contingencies

 

 

17

 

 

 

 

 

 

 

 

 

Subsequent events

 

 

20

 

 

 

 

 

 

 

 

 

On behalf of the Board:

 

 

 

 

 

 

 

"Signed"

 

"Signed"

Director - Zeeshan Saeed

 

 Director - Eric Hoskins

 

The accompanying notes are an integral part of these condensed consolidated interim financial statements.

 

 
1

 

 

Quantum Biopharma Ltd.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF LOSS AND COMPREHENSIVE LOSS

[unaudited] [expressed in United States dollar, except number of shares]

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three months ended June 30,

 

 

Six months ended June 30,

 

 

 

 

 

 

2024

 

 

2023

 

 

2024

 

 

2023

 

 

 

Notes

 

 

 $

 

 

 

 

 

 

 

Expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

General and administrative

 

 

15

 

 

 

2,310,283

 

 

 

1,870,758

 

 

 

4,229,495

 

 

 

4,587,535

 

External research and development fees

 

 

 

 

 

 

897,986

 

 

 

1,610,528

 

 

 

1,058,246

 

 

 

3,922,124

 

Share-based payments

 

 

12

 

 

 

111,524

 

 

 

403,393

 

 

 

169,267

 

 

 

3,609,928

 

Depreciation and amortization

 

 

7

 

 

 

136,813

 

 

 

1,107,318

 

 

 

256,954

 

 

 

2,237,289

 

Impairment loss

 

 

 

 

 

 

-

 

 

 

3,839,523

 

 

 

-

 

 

 

4,319,619

 

Total operating expenses

 

 

 

 

 

 

3,456,606

 

 

 

8,831,520

 

 

 

5,713,962

 

 

 

18,676,495

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss from operations

 

 

 

 

 

 

(3,456,606)

 

 

(8,831,520)

 

 

(5,713,962)

 

 

(18,676,495)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest income

 

 

16

 

 

 

(104,424)

 

 

(186,163)

 

 

(276,948)

 

 

(458,504)

Finance expense, net

 

 

 

 

 

 

8,357

 

 

 

 

 

 

20,771

 

 

 

667

 

Loss on settlement of debt

 

 

11

 

 

 

 

 

 

 

 

 

17,476

 

 

 

 

Gain on measurement of financial liability

 

 

 

 

 

 

 

 

 

(2,926,922)

 

 

 

 

 

(2,926,922)

(Gain) loss on change in fair value of derivative liability

 

 

9

 

 

 

(8,040)

 

 

(328,193)

 

 

(31,337)

 

 

(121,243)

Loss on changes in fair value of investments

 

 

6

 

 

 

 

 

 

100,051

 

 

 

 

 

 

277,329

 

Net loss from operations

 

 

 

 

 

 

(3,352,499)

 

 

(5,490,293)

 

 

(5,443,924)

 

 

(15,447,822)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other comprehensive loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Items that may be subsequently reclassified to loss:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Exchange (loss) on translation of foreign operations

 

 

 

 

 

 

(101,089)

 

 

(232,891)

 

 

(333,844)

 

 

(217,489)

Comprehensive loss

 

 

 

 

 

 

(3,453,588)

 

 

(5,723,184)

 

 

(5,777,768)

 

 

(15,665,311)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss attributable to:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Equity owners of the Company

 

 

 

 

 

 

(3,111,916)

 

 

(5,490,293)

 

 

(5,015,291)

 

 

(15,447,822)

Non-controlling interests

 

 

13

 

 

 

(240,583)

 

 

 

 

 

(428,633)

 

 

 

 

 

 

 

 

 

 

(3,352,499)

 

 

(5,490,293)

 

 

(5,443,924)

 

 

(15,447,822)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net (loss) per share

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic and diluted

 

 

14

 

 

$(0.08)

 

$(0.14)

 

$(0.13)

 

$(0.39)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average number of shares outstanding – basic and diluted

 

 

14

 

 

 

41,675,769

 

 

 

39,234,204

 

 

 

41,287,102

 

 

 

39,901,651

 

 

The accompanying notes are an integral part of these condensed consolidated interim financial statements.

 

 
2

 

 

 

Quantum Biopharma Ltd.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY

For the six months ended June 30, 2024 and 2023

[expressed in United States dollars, except number of shares]

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Class A shares

 

 

Class B shares

 

 

Warrants

 

 

Contributed surplus

 

 

Non-controlling interests

 

 

Foreign exchange translation reserve

 

 

Accumulated deficit

 

 

Total

 

 

 

#

 

 

$

 

 

#

 

 

$

 

 

#

 

 

$

 

 

$

 

 

$

 

 

$

 

 

$

 

 

$

 

Balance, December 31, 2022

 

 

72

 

 

 

151,588

 

 

 

38,504,210

 

 

 

143,258,972

 

 

 

6,482,093

 

 

 

2,142,400

 

 

 

28,500,924

 

 

 

 

 

 

652,601

 

 

 

(144,164,265)

 

 

30,542,220

 

Share repurchase [note 11]

 

 

 

 

 

 

 

 

(1,904,700)

 

 

(7,165,356)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

4,207,540

 

 

 

(2,957,816)

Share-based payments [note 12]

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2,377,948

 

 

 

 

 

 

 

 

 

 

 

 

2,377,948

 

Share options exercised [note 11]

 

 

 

 

 

 

 

 

21,000

 

 

 

33,247

 

 

 

 

 

 

 

 

 

(13,000)

 

 

 

 

 

 

 

 

 

 

 

20,247

 

PSUs converted to shares [note 11,12]

 

 

 

 

 

 

 

 

2,420,104

 

 

 

1,180,070

 

 

 

 

 

 

 

 

 

(1,180,070)

 

 

 

 

 

 

 

 

 

 

 

 

Warrants issued [note 11]

 

 

 

 

 

 

 

 

 

 

 

 

 

 

3,925,000

 

 

 

1,231,980

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,231,980

 

Warrants expired [note 11

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(7,311)

 

 

(138,885)

 

 

138,885

 

 

 

 

 

 

 

 

 

 

 

 

 

Comprehensive loss for the period

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(217,489)

 

 

(15,447,822)

 

 

(15,665,311)

Balance, June 30, 2023

 

 

72

 

 

 

151,588

 

 

 

39,040,614

 

 

 

137,306,933

 

 

 

10,399,782

 

 

 

3,235,495

 

 

 

29,824,687

 

 

 

 

 

 

435,112

 

 

 

(155,404,547)

 

 

15,549,268

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, December 31, 2023

 

 

72

 

 

 

151,622

 

 

 

39,376,723

 

 

 

137,626,863

 

 

 

10,324,043

 

 

 

2,723,356

 

 

 

30,225,741

 

 

 

(327,501)

 

 

417,341

 

 

 

(157,908,160)

 

 

12,909,262

 

Shares issued [note 11]

 

 

 

 

 

 

 

 

6,798,358

 

 

 

2,139,808

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2,139,808

 

Shares for debt [note 11,12]

 

 

 

 

 

 

 

 

1,139,304

 

 

 

685,051

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

685,051

 

Share-based payments [note 12]

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

169,267

 

 

 

 

 

 

 

 

 

 

 

 

169,267

 

Warrants expired [note 11]

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1,350,000)

 

 

(286,189)

 

 

286,189

 

 

 

 

 

 

 

 

 

 

 

 

 

Exercise of options [note 11,12]

 

 

 

 

 

 

 

 

94,000

 

 

 

102,563

 

 

 

 

 

 

 

 

 

(26,098)

 

 

 

 

 

 

 

 

 

 

 

76,465

 

Comprehensive loss for the period

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(428,633)

 

 

(333,844)

 

 

(5,015,291)

 

 

(5,777,768)

Balance, June 30, 2024

 

 

72

 

 

 

151,622

 

 

 

47,408,385

 

 

 

140,554,285

 

 

 

8,974,043

 

 

 

2,437,167

 

 

 

30,655,099

 

 

 

(756,134)

 

 

83,497

 

 

 

(162,923,451)

 

 

10,202,085

 

 

The accompanying notes are an integral part of these condensed consolidated interim financial statements.

 

 
3

 

 

 

2024

 

 

2023

 

Operating activities

 

 

 

 

 

 

Net loss from operations

 

 

(5,443,924)

 

 

(15,447,822)

Add (deduct) items not affecting cash

 

 

 

 

 

 

 

 

Depreciation and amortization

 

 

256,954

 

 

 

2,237,289

 

Interest expense

 

 

20,771

 

 

 

15,071

 

Share-based payments

 

 

169,267

 

 

 

3,609,928

 

Change in fair value of investments

 

 

 

 

 

277,329

 

Change in fair value of derivative liability

 

 

(31,337)

 

 

(121,243)

Unrealized foreign exchange (gain) loss

 

 

662,582

 

 

 

 

Loss on settlement of debt

 

 

17,476

 

 

 

 

Gain on measurement of financial liability

 

 

 

 

 

 

(2,926,922)

Impairment loss

 

 

 

 

 

4,319,619

 

Changes in non-cash working capital balances

 

 

 

 

 

 

 

 

Finance receivables

 

 

1,619,150

 

 

 

(896,431)

Other receivables

 

 

141,896

 

 

 

5,353

 

Prepaid expenses and deposits

 

 

24,989

 

 

 

(30,545)

Note receivable

 

 

 

 

 

(224,610)

Trade and other payables

 

 

(17,700)

 

 

919,954

 

Cash used in operating activities

 

 

(2,579,876)

 

 

(8,263,030)

 

 

 

 

 

 

 

 

 

Investing activities

 

 

 

 

 

 

 

 

Redemption of investments

 

 

738,000

 

 

 

 

Purchase of investments

 

 

(21,918)

 

 

 

Cash provided by investing activities

 

 

716,082

 

 

 

 

 

 

 

 

 

 

 

 

 

Financing activities

 

 

 

 

 

 

 

 

Share repurchase

 

 

 

 

 

(2,957,816)

Proceeds from issuance of shares, net

 

 

2,139,808

 

 

 

 

Proceeds from loan payable

 

 

302,801

 

 

 

 

Payment of lease obligation

 

 

(29,214)

 

 

(109,026)

Share options exercised

 

 

-

 

 

 

20,247

 

Cash provided by (used in) financing activities

 

 

2,413,395

 

 

 

(3,046,595)

 

 

 

 

 

 

 

 

 

Net increase (decrease)

 

 

549,601

 

 

 

(11,309,625)

Cash and cash equivalents, beginning of the period

 

 

2,757,040

 

 

 

16,980,472

 

Cash and cash equivalents, end of the period

 

 

3,306,641

 

 

 

5,670,847

 

 

 

 

 

 

 

 

 

 

Non-cash transactions

 

 

 

 

 

 

 

 

Shares issued for debt

 

 

685,051

 

 

 

 

Exercise of options - shares issued for services

 

 

102,563

 

 

 

 

 

The accompanying notes are an integral part of these condensed consolidated interim financial statements.

 

 
4

 

 

Quantum Biopharma Ltd.

 

Notes to the condensed consolidated interim financial statements

[unaudited] [expressed in United States dollars]

For the three and six months ended June 30, 2024 and 2023

 

1. Nature of business

 

FSD Pharma Inc. (“FSD” or the “Company”) is a biopharmaceutical company dedicated to building a portfolio of innovative assets and biotech solutions for the treatment of challenging neurodegenerative, inflammatory and metabolic disorders and alcohol misuse disorders with drug candidates in different stages of development. Through its wholly-owned subsidiary, Lucid Psycheceuticals Inc. ("Lucid"), FSD is focused on the research and development of its lead compound, Lucid-MS (formerly Lucid-21-302) ("Lucid-MS"). Lucid-MS is a patented new chemical entity shown to prevent and reverse myelin degradation, the underlying mechanism of multiple sclerosis, in preclinical models. FSD is also focused on the research and development of a treatment for alcohol misuse for application in hospitals and other medical practices. FSD maintains a portfolio of strategic investments through its wholly-owned subsidiary, FSD Strategic Investments Inc., which represent loans secured by residential property.

 

The Company’s registered office is located at 199 Bay Street, Suite 4000, Toronto, Ontario, M5L 1A9. The Company’s shares are listed on the Nasdaq Capital Market and on the Canadian Securities Exchange under the symbol “HUGE”.

 

On July 31, 2023, the Company entered into an exclusive intellectual property license agreement (the “License Agreement”) with Celly Nutrition Corp. (“Celly”). The License Agreement provides Celly access to proprietary information for the purposes of consumer product development and marketing. The License Agreement grants Celly the rights to a proprietary formulation of natural ingredients, vitamins, and minerals to help with liver and brain function for the purposes of potentially quickly relieving from the effects of alcohol consumption, such as inebriation, and restoring normal lifestyle. The License Agreement also grants Celly rights to certain trademarks. In exchange, FSD received 200,000,000 common shares in the capital of Celly following a 2:1 share-split. The Company also received an anti-dilution Warrant Certificate that entitles FSD to purchase up to 25% of the common shares deemed outstanding less the 200,000,000 common shares issued under the License Agreement and from time to time as a result of any partial exercise under the anti-dilution Warrant Certificate. FSD Pharma is also entitled to certain license fees and royalties under the License Agreement. Through the License Agreement, FSD acquired 34.66% of Celly. On July 31, 2023, the Company and Celly entered into a loan agreement for gross proceeds of C$1,000,000. The loan was funded on August 1, 2023, and accrues interest at a rate of 10% per annum. Interest is payable annually and the loan matures on July 31, 2026. In November 2023, through the Plan of Arrangement the Company distributed 45,712,529 of its 200,000,000 shares of Celly to its shareholders. The condensed consolidated interim financial statements incorporate the assets and liabilities of Celly as of June 30, 2024, and the results of operations and cash flows for the three and six months ended June 30, 2024 [Note 2(c)]. As of June 30, 2024, the Company has a 25.71% (December 31, 2023 – 26.15%) ownership interest in Celly through common shares held in Celly.

 

Going concern

 

The condensed consolidated interim financial statements of the Company for the three and six months ended June 30, 2024, and 2023, have been prepared on the basis of accounting principles applicable to a going concern, which assumes that the Company will continue in operation for the foreseeable future and will be able to realize its assets and discharge its liabilities and commitments in the normal course of operations. These financial statements do not include any adjustments to the amounts and classification of assets and liabilities that would be necessary should the Company be unable to continue as a going concern. Such adjustments could be material.

 

The Company is in the preliminary stages of its planned operations and has not yet determined whether its processes and business plans are economically viable. The continued operations of the Company and the recoverability of amounts shown for intangible assets are dependent upon the ability of the Company to obtain sufficient financing to complete the research and development program of Lucid-MS. As well as fund the research and development of a treatment for alcohol misuse for application in hospitals and other medical practices.

 

 
5

 

 

Quantum Biopharma Ltd.

 

Notes to the condensed consolidated interim financial statements

[unaudited] [expressed in United States dollars]

For the three and six months ended June 30, 2024 and 2023

 

As at June 30, 2024, the Company had an accumulated deficit of $162,923,451 (December 31, 2023 - $157,908,160) and working capital of $4,977,191 (December 31, 2023 - $6,519,739), and incurred net loss of $5,443,924 (2023 - $15,447,822) for the six months ended June 30, 2024. Whether, and when, the Company can attain profitability and positive cash flows from operations is subject to material uncertainty. The application of the going concern assumption is dependent upon the Company’s ability to generate future profitable operations and obtain necessary financing to do so. The Company will need to raise additional capital to fund its planned operations and meet its obligations. While the Company has been successful in obtaining financing to date and believes it will be able to obtain sufficient funds in the future and ultimately achieve profitability and positive cash flows from operations, there can be no assurance that the Company will achieve profitability and be able to do so on terms favourable for the Company. The above events and conditions indicate there is a material uncertainty that casts significant doubt about the Company’s ability to continue as a going concern.

 

Subsidiaries

 

These condensed consolidated interim financial statements are comprised of the financial results of the Company and its subsidiaries, which are the entities over which the Company has control. An investor controls an investee when it is exposed, or has rights, to variable returns from its involvement with the investee and can affect those returns through its power over the investee. The Company has the following subsidiaries:

 

 

 

 

 

 

Ownership percentage as at

 

 

Ownership percentage as at

 

Entity Name

 

Country

 

 

June 30, 2024

 

 

December 31, 2023

 

 

 

 

 

 

%

 

 

%

 

FSD Biosciences Inc.

 

USA

 

 

 

100.00

 

 

 

100.00

 

Prismic Pharmaceuticals Inc.

 

USA

 

 

 

100.00

 

 

 

100.00

 

FV Pharma Inc.

 

Canada

 

 

 

100.00

 

 

 

100.00

 

Lucid Psycheceuticals Inc.

 

Canada

 

 

 

100.00

 

 

 

100.00

 

FSD Strategic Investments Inc.

 

Canada

 

 

 

100.00

 

 

 

100.00

 

FSD Pharma Australia Pty Ltd

 

Australia

 

 

 

100.00

 

 

 

100.00

 

Celly Nutrition Corp.

 

Canada

 

 

 

25.71

 

 

 

26.15

 

HUGE Biopharma Australia Pty. Ltd.

 

Australia

 

 

 

100.00

 

 

 

-

 

 

Non-controlling interests (“NCI”) represent ownership interests in consolidated subsidiaries by parties that are not shareholders of the Company. They are shown as a component of total equity in the condensed consolidated interim statements of financial position, and the share of income (loss) attributable to non-controlling interests is shown as a component of net income (loss) in the condensed consolidated interim statements of loss and comprehensive loss. Changes in the parent company’s ownership that do not result in a loss of control are accounted for as equity transactions.

 

2. Basis of presentation

 

[a] Statement of compliance

 

These condensed consolidated interim financial statements (“financial statements’) were prepared using the same accounting policies and methods as those used in the Company’s audited consolidated financial statements for the year ended December 31, 2023. These financial statements have been prepared in compliance with IAS 34 – Interim Financial Reporting, as issued by the International Accounting Standards Board (“IASB”). Accordingly, certain disclosures normally included in annual financial statements prepared in accordance with International Financial Reporting Standards (“IFRS”) have been omitted or condensed. These financial statements should be read in conjunction with the Company’s audited consolidated financial statements for the year ended December 31, 2023.

 

These financial statements were approved and authorized for issuance by the Board of Directors (the “Board”) of the Company on August 12, 2024.

 

 
6

 

 

Quantum Biopharma Ltd..

 

Notes to the condensed consolidated interim financial statements

[unaudited] [expressed in United States dollars]

For the three and six months ended June 30, 2024 and 2023

 

[b] Functional currency and presentation currency

 

The financial statements of each company within the consolidated group are measured using their functional currency, which is the currency of the primary economic environment in which an entity operates. These condensed consolidated interim financial statements are presented in United States dollars ("USD"), which is the Company’s functional and presentation currency for all periods presented. The Company’s functional currency is the United States dollar and the functional currencies of its subsidiaries are as follows:

 

FSD Biosciences Inc.

 

United States Dollar

 

Prismic Pharmaceuticals Inc.

 

United States Dollar

 

FV Pharma Inc.

 

Canadian Dollar

 

Lucid Psycheceuticals Inc.

 

Canadian Dollar

 

FSD Strategic Investments Inc.

 

Canadian Dollar

 

FSD Pharma Australia Pty Ltd

 

Australian Dollar

 

Celly Nutrition Corp.

 

Canadian Dollar

 

HUGE Biopharma Australia Pty. Ltd.

 

Australian Dollar

 

[c] Use of estimates and judgments

 

The preparation of these financial statements in conformity with IFRS requires management to make estimates, judgements and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, consistent with those disclosed in the audited consolidated financial statements for the year ended December 31, 2023 and described in these financial statements. Actual results could differ from these estimates.

 

Estimates are based on management’s best knowledge of current events and actions that the Company may undertake in the future. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.

 

Disclosure of interests in other entities

 

To assess the investment in Celly, judgment was required to determine if the Company has significant influence or control of Celly. The Company considered the relevant guidance in IFRS 10 – Consolidated Financial Statements, IAS 24 – Related Party Disclosures and IAS – 28 Investments in Associates and Joint Ventures.

 

Judgment is applied in determining when the Company controls an investment even if the Company holds less than a majority of the investee’s voting rights (the existence of de facto control). The Company concluded it has control of Celly even though the Company only held 25.71% of the voting rights as of June 30, 2024 (December 31, 2023 – 26.15%). The Company concluded it has control of Celly as the Company, together with persons or entities considered to be de facto agents of the Company, held a combined 57.45% (December 31, 2023 - 52.05%) of the voting rights of Celly. In addition, key management personnel of the Company hold three of the four board of director positions of Celly. The assessment of control is performed on a continuous basis. The Company determined that it obtained control of Celly on July 31, 2023, and control was maintained from July 31, 2023, through June 30, 2024. Celly is significantly dependent on the Company as a result of the License Agreement and the loan. The NCI component of Celly is included as a separate component in equity (Note 13).

 

 
7

 

 

Quantum Biopharma Ltd.

 

Notes to the condensed consolidated interim financial statements

[unaudited] [expressed in United States dollars]

For the three and six months ended June 30, 2024 and 2023

 

New standards, amendments and interpretations not yet adopted by the Company

 

IFRS 16 – Leases (“IFRS 16”)

 

In September 2022, the IASB issued amendments to IFRS 16, Leases, which add to requirements explaining how a company accounts for a sale and leaseback after the date of the transaction.

 

The amendments are effective for annual reporting periods beginning on or after January 1, 2024. Earlier application is permitted. The amendment did not have a material impact on the financial statements.

 

All other IFRSs and amendments issued but not yet effective have been assessed by the Company and are not expected to have a material impact on the financial statements.

 

3. Other receivables

 

The Company’s other receivables are comprised of the following:

 

 

 

June 30, 2024

 

 

December 31, 2023

 

 

 

 $

 

 

$

 

Sales tax recoverable

 

 

82,772

 

 

 

209,550

 

Interest receivable

 

 

393

 

 

 

15,511

 

Other receivables

 

 

3,703

 

 

 

3,703

 

 

 

 

86,868

 

 

 

228,764

 

 

4. Prepaid expenses and deposits

 

The Company’s prepaid expenses and deposits include the following:

 

 

 

June 30, 2024

 

 

December 31, 2023

 

 

 

$

 

 

$

 

Research and development

 

 

-

 

 

 

30,705

 

Insurance

 

 

57,767

 

 

 

60,999

 

Other prepaids and deposits

 

 

72,657

 

 

 

63,709

 

 

 

 

130,424

 

 

 

155,413

 

 

5. Finance receivables

 

Finance receivables consist of secured loan receivables measured at amortized cost, net of allowance for expected credit losses.

 

Finance receivables as at June 30, 2024 are as follows:

 

 

 

 

$

 

Balance – January 1, 2024

 

 

8,095,354

 

Add: Interest income

 

 

504,434

 

Less: Interest payments

 

 

(492,555)

Less: Principal payments

 

 

(1,730,872)

Effects of foreign exchange

 

 

99,843

 

Balance – June 30, 2024

 

 

6,476,204

 

Current

 

 

6,476,204

 

Non-current

 

 

-

 

Balance – June 30, 2024

 

 

6,476,204

 

 

Allowances for expected credit losses as at June 30, 2024, were $nil (December 31, 2023 - $nil). Finance receivables earn fees at fixed rates and have an average term to maturity of two years from the date of issuance. The loans are secured by residential property with a first or second collateral mortgage on the secured property, except for the loan issued to a related party (Note 18). Loans are issued up to 55% of the initial appraised value of the secured property at the time of issuance.

 

 
8

 

 

Quantum Biopharma Ltd.

 

Notes to the condensed consolidated interim financial statements

[unaudited] [expressed in United States dollars]

For the three and six months ended June 30, 2024 and 2023

 

Finance receivables include the following as at June 30, 2024:

 

 

 

June 30, 2024

 

 

 

$

 

Minimum payments receivable

 

 

6,605,516

 

Unearned income

 

 

(129,312)

Net investment

 

 

6,476,204

 

Allowance for credit losses

 

 

 

Finance receivables, net

 

 

6,476,204

 

 

As at June 30, 2024, all loans were classified as level 1 within the fair value hierarchy – quoted market price and there were no changes between levels during the period.

 

6. Investments

 

The following tables outline changes in investments during the periods:

 

Entity

 

Instrument

 

Note

 

Balance at December 31, 2023

 

Additions

 

Redemptions

 

Effects of foreign exchange

 

Balance at June 30, 2024

 

 

 

 

 

 

 

$

 

$

 

 

 

$

 

$

 

Solarvest BioEnergy Inc.

 

Shares

 

(i)

 

                   

 

                

 

                

 

 

                  

 

Solarvest BioEnergy Inc.

 

Convertible debenture

 

(i)

 

                   

 

                

 

                

 

                

 

                  

 

A2ZCryptoCap Inc.

 

Shares

 

(ii)

 

              6,049

 

                

 

 

 

             (204)

 

             5,845

 

Royal Bank of Canada

 

GIC

 

(iii)

 

          756,100

 

                

 

       (738,000)

 

        (18,100)

 

                   

 

Royal Bank of Canada

 

GIC

 

(iv)

 

                   

 

         21,918

 

 

                 

 

           21,918

 

 

 

 

 

 

 

          762,149

 

         21,918

 

       (738,000)

 

        (18,304)

 

           27,763

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 Current

 

           21,918

 

 

 

 

 

 

 

 

 

 

 

 

 

 Non-Current

 

             5,845

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

           27,763

 

 

(i) Solarvest BioEnergy Inc. (“Solarvest”)

 

The Company holds 3,000,000 common shares of Solarvest and a convertible debenture with a principal amount of C$2,400,000 maturing on May 31, 2024. The convertible debenture can be converted into common shares of Solarvest at a price of $1.00 per share.

 

As at June 30, 2024, the fair value of the shares was determined to be $nil (December 31, 2023 - $nil) given the halt in trading of Solarvest’s shares as a result of the entity failing to maintain a transfer agent and due to the significant financial and operational challenges being faced by the entity. Similarly, the fair value of the convertible debenture was determined to be $nil as at June 30, 2024. The shares have been classified as level 1 within the fair value hierarchy – quoted market price, and the convertible debenture has been classified as level 2 – valuation technique with observable market inputs.

 

 
9

 

 

Quantum Biopharma Ltd.

 

Notes to the condensed consolidated interim financial statements

[unaudited] [expressed in United States dollars]

For the three and six months ended June 30, 2024 and 2023

 

(ii) A2ZCryptoCap Inc. (“A2Z”)

 

On June 23, 2022, the Company acquired 80,000 shares of A2Z for C$0.10 per share. As at June 30, 2024, the fair value of the shares was determined based on the quoted market price of the shares of C$0.10 per share (December 31, 2023 – C$0.10). The shares have been classified as level 1 within the fair value hierarchy – quoted market price.

 

(iii) On August 9, 2023, the Company purchased a Guaranteed Investment Certificate (“GIC”) in the amount of $744,500 from Royal Bank of Canada (“RBC”) with a maturity date of August 9, 2024. The GIC pays variable interest based on RBC’s Prime Interest Rate minus 2.00%. The GIC has been classified as level 2 – valuation technique with observable market inputs. During the six months June 30, 2024, the Company redeemed the full amount for gross proceeds of $738,000. The balance outstanding as at June 30, 2024 is $nil.  

 

iv) On February 14, 2024, the Company purchased a GIC in the amount of $22,140 from RBC with a maturity date of February 14, 2025. The GIC pays variable interest of 4.75% per annum. As of June 30, 2024, the balance outstanding is $21,918, The GIC has been classified as level 2 – valuation technique with observable market inputs.

 

7. Intangible assets

 

Intangible assets as at June 30, 2024 are as follows:

 

Cost

 

Innovet

 

 

Prismic

 

 

Lucid

 

 

Total

 

As at December 31, 2022

 

 

750,000

 

 

 

19,201,493

 

 

 

6,314,571

 

 

 

26,266,064

 

Impairment

 

 

(750,000)

 

 

(19,201,493)

 

 

 

 

 

(19,951,493)

As at December 31, 2023 and June 30, 2024

 

 

 

 

 

 

 

 

6,314,571

 

 

 

6,314,571

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accumulated amortization

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

As at December 31, 2022

 

 

229,933

 

 

 

13,457,622

 

 

 

538,220

 

 

 

14,225,775

 

Amortization

 

 

39,971

 

 

 

1,904,348

 

 

 

420,664

 

 

 

2,364,983

 

Impairment

 

 

(269,904)

 

 

(15,361,970)

 

 

 

 

 

(15,631,874)

As at December 31, 2023

 

 

 

 

 

 

 

 

958,884

 

 

 

958,884

 

Amortization

 

 

 

 

 

 

 

 

209,755

 

 

 

209,755

 

As at June 30, 2024

 

 

 

 

 

 

 

 

1,168,639

 

 

 

1,168,639

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net book value

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

As at December 31, 2023

 

 

 

 

 

 

 

 

5,355,687

 

 

 

5,355,687

 

As at June 30, 2024

 

 

 

 

 

 

 

 

5,145,932

 

 

 

5,145,932

 

 

The Company’s intangible asset for Lucid represents the license agreement with the University Health Network giving the Company world-wide exclusive rights to the Lucid-MS compound and related patents.

 

 
10

 

 

Quantum Biopharma Ltd.

 

Notes to the condensed consolidated interim financial statements

[unaudited] [expressed in United States dollars]

For the three and six months ended June 30, 2024 and 2023

 

8. Trade and other payables

 

Trade and other payables consist of the following:

 

 

 

June 30, 2024

 

 

December 31, 2023

 

 

 

$

 

 

$

 

Trade payables

 

 

3,603,059

 

 

 

3,240,658

 

Accrued liabilities (i)

 

 

816,608

 

 

 

954,371

 

 

 

 

4,419,667

 

 

 

4,195,029

 

 

(i) Accrued liabilities consist of the following:

 

 

 

June 30, 2024

 

 

December 31, 2023

 

 

 

$

 

 

$

 

Operational expenses

 

 

279,034

 

 

 

71,953

 

Professional and other fees

 

 

128,381

 

 

 

473,225

 

Accrued interest

 

 

409,193

 

 

 

409,193

 

 

 

 

816,608

 

 

 

954,371

 

 

9. Warrants Liability

 

In August 2020, the Company issued 2,762,430 Class B shares and 1,381,215 warrants to purchase Class B shares for total cash proceeds of $9,999,997. Each warrant is exercisable to purchase one Class B share of the Company at an exercise price of $4.26 per share and expire five years from the date of issuance. The fair value of these warrants is classified as Level 2 in the fair value hierarchy.

 

On initial recognition the Company determined that these warrants did not meet the IFRS definition of equity due to the exercise price being denominated in United States dollar, which was not the functional currency of the Company at the time resulting in variability in exercise price. The change in functional currency on October 1, 2020, was determined to be a change in circumstance and, as such, the Company has made an accounting policy choice to continue to recognize the warrants as a financial liability classified at fair value through profit or loss.

 

The fair value of the warrants liability as at June 30, 2024, was $1 (December 31, 2023 – $31,338) resulting in a gain on change in fair value of $31,337 for the six months ended June 30, 2024 (2023 – $121,243). The fair value was determined using the Black-Scholes option pricing model and the following assumptions as at:

 

 

 

 June 30, 2024

 

 

 December 31, 2023

 

Share price

 

$0.16

 

 

$0.92

 

Exercise price

 

$4.26

 

 

$4.26

 

Expected dividend yield

 

 

-

 

 

 

-

 

Risk free interest rate

 

 

4.02

 

 

 

3.91%

Expected life

 

 

1.10

 

 

 

1.60

 

Expected volatility

 

 

70%

 

 

66%

 

 
11

 

 

Quantum Biopharma Ltd.

 

Notes to the condensed consolidated interim financial statements

[unaudited] [expressed in United States dollars]

For the three and six months ended June 30, 2024 and 2023

 

10. Notes payable

 

As at June 30, 2024, the Company has total notes payable balance of $615,562 (December 31, 2023 - $300,549). During the six months ended June 30, 2024, the Company issued a note payable of $290,387 (AUD $440,000) to RH Capital Finance CO LLC, with an interest rate of 16.0% per annum and maturing in June 2024. During the six months ended June 30, 2024, the Company accrued interest of $24,626. The total balance including interest was received subsequent to June 30, 2024. This loan allows the Company to access liquidity with respect to the Australian tax rebate scheme structure. The remaining note payable balance of $300,549 was assumed on acquisition of Prismic and is due on demand.

 

11. Share capital

 

[a] Authorized

 

The Company is authorized to issue an unlimited number of Class A multiple voting shares ("Class A shares") and an unlimited number of Class B subordinate voting shares ("Class B shares"), all without par value. All shares are ranked equally regarding the Company's residual assets.

 

The holders of Class A shares are entitled to 276,660 votes per Class A share held. Class A shares are held by the Chief Executive Officer (“CEO”), President, Executive Co-Chairman of the Board and the Director and Executive Co-Chairman of the Board. The holders of Class B shares are entitled to one (1) vote per share held.

 

[b] Issued and outstanding

 

Reconciliation of the Company’s share capital is as follows:

 

 

 

Class A shares

 

 

Class B shares

 

 

Warrants

 

 

 

#

 

 

$

 

 

#

 

 

$

 

 

#

 

 

$

 

Balance, December 31, 2022

 

 

72

 

 

 

151,588

 

 

 

38,504,210

 

 

 

143,258,972

 

 

 

6,482,093

 

 

 

2,142,400

 

Share repurchase [a]

 

 

 

 

 

 

 

 

(1,904,700)

 

 

(7,165,356)

 

 

 

 

 

 

Warrants issued [b]

 

 

 

 

 

 

 

 

 

 

 

 

 

 

3,925,000

 

 

 

1,231,980

 

PSU converted to shares [c]

 

 

 

 

 

 

 

 

2,420,104

 

 

 

1,180,070

 

 

 

 

 

 

 

Share options exercised [d]

 

 

 

 

 

 

 

 

21,000

 

 

 

33,247

 

 

 

 

 

 

 

Warrants expired [e]

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(7,311)

 

 

(138,885)

Balance, June 30, 2023

 

 

72

 

 

 

151,588

 

 

 

39,040,614

 

 

 

137,306,933

 

 

 

10,399,782

 

 

 

3,235,495

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, December 31, 2023

 

 

72

 

 

 

151,622

 

 

 

39,376,723

 

 

 

137,626,863

 

 

 

10,324,043

 

 

 

2,723,356

 

Shares issued [f]

 

 

 

 

 

 

 

 

6,798,358

 

 

 

2,139,808

 

 

 

 

 

 

 

Shares for debt [g]

 

 

 

 

 

 

 

 

1,139,304

 

 

 

685,051

 

 

 

 

 

 

 

Warrants expired [h]

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1,350,000)

 

 

(286,189)

Share options exercised [i]

 

 

 

 

 

 

 

 

94,000

 

 

 

102,563

 

 

 

 

 

 

 

Balance, June 30, 2024

 

 

72

 

 

 

151,622

 

 

 

47,408,385

 

 

 

140,554,285

 

 

 

8,974,043

 

 

 

2,437,167

 

 

Activity during the six months ended June 30, 2023:

 

 

[a]

During the six months ended June 30, 2023, the Company repurchased and canceled 1,904,700 Class B shares at prevailing market prices as part of its share repurchase program.

 

 

 

 

[b]

During the six months ended June 30, 2023, the Company issued 3,925,000 warrants for consulting services with a fair value of $1,384,553. The Company recognized $1,231,980 as expense during the six months ended June 30, 2023, with the remaining $152,573 to be recognized over the vesting period of certain warrants. The Company determined the fair value of the services received could not be measured reliably and determined the fair value using the Black-Scholes model.

 

 

 

 

[c]

During the six months ended June 30, 2023, the Company converted 2,420,104 PSUs to Class B shares following the completion of the vesting condition on January 6, 2023, the filing of the MS Phase 1 IND.

 

 

 

 

[d]

During the six months ended June 30, 2023, 21,000 share options were exercised with an exercise price of C$1.30 in exchange for 21,000 Class B Common shares.

 

 

 

 

[e]

During the six months ended June 30, 2023, 7,311 warrants expired unexercised.

 

 
12

 

 

Quantum Biopharma Ltd.

 

Notes to the condensed consolidated interim financial statements

[unaudited] [expressed in United States dollars]

For the three and six months ended June 30, 2024 and 2023

 

Activity during the six months ended June 30, 2024:

 

 

[f]

During the six months ended June 30, 2024, the Company entered into an at-the-market offering agreement (the “ATM Agreement”) to sell Class B shares, having an aggregate offering price up to $11,154,232. During the six months ended June 30, 2024, the Company issued 6,798,358 common shares for gross proceeds of $2,234,790. A cash commission of $67,044, based on 3.0% of the aggregate gross proceeds, plus other trading expenses of $27,938, resulted in total share issuance costs of $94,982. The net proceeds from this raise were $2,139,808.

 

 

 

 

[g]

In March 2024, the Company settled an aggregate of $524,324 (C$637,750) of amounts owing to an arm’s length creditor through the issuance of 600,000 Class B shares at a price of $0.903 per Class B share for total value of $541,800. Included in this amount is 55,000 Class B shares issued pursuant to the conversion of RSUs, which vested immediately upon grant (Note 12). Each RSU entitled the holder to acquire one Class B share of the Company upon vesting. The Company incurred a loss on settlement of debt of $17,476 as the share price on the date of issuance was higher than the price stated in the agreement.

 

 

 

 

In February 2024, the Company issued 39,304 Class B shares at a deemed price of $0.86 per Class B share to settle an aggregate amount of $33,636 owing to an arm’s length creditor.

 

 

 

 

In June 2024, the Company settled an aggregate of $109,614 (C$150,000) of amounts owing to arm’s length creditors through the issuance of 500,000 Class B shares at a price of $0.22 per Class B share for total value of $109,614. The agreements state that the creditors will accept shares as payment and settlement of debt, provided that upon selling the debt settlement shares, the creditors have received net proceeds from the sale equal to the debt. For any losses, if any, calculated as the total debt minus the net proceeds, shall be added back to the debt amount on a dollar-for-dollar basis by the amount of the loss. As at June 30, 2024, there were amounts remaining in payables for these creditors.

 

 

 

 

[h]

During the six months ended June 30, 2024, 1,350,000 warrants expired unexercised.

 

 

 

 

[i]

During the six months ended June 30, 2024, 94,000 share options were exercised with a price of $1.10 (C$1.50) in exchange for 94,000 Class B Common shares. The shares were issued in exchange for services.

 

The changes in the number of warrants outstanding during the six months ended June 30, 2024, and 2023:

 

 

 

 Number of warrants

 

 

 Weighted average exercise price

 

 

 

#

 

 

 C$

 

Outstanding as at December 31, 2022

 

 

6,482,093

 

 

 

5.48

 

Issued

 

 

3,925,000

 

 

 

4.58

 

Expired

 

 

(7,311)

 

 

16.08

 

Outstanding as at June 30, 2023

 

 

10,399,782

 

 

 

5.05

 

 

 

 

 

 

 

 

 

 

Outstanding as at December 31, 2023

 

 

10,324,043

 

 

 

5.05

 

Expired

 

 

(1,350,000)

 

 

3.57

 

Outstanding as at June 30, 2024

 

 

8,974,043

 

 

 

5.89

 

 

 
13

 

 

Quantum Biopharma Ltd.

 

Notes to the condensed consolidated interim financial statements

[unaudited] [expressed in United States dollars]

For the three and six months ended June 30, 2024 and 2023

 

Measurement of fair values

 

There were no warrants granted during the six months ended June 30, 2024.

 

The fair value of the warrants issued during the six months ended June 30, 2024 and 2023, were estimated at the date of grant using the Black-Scholes option pricing model with the following inputs:

 

 

 

2024

 

 

2023

 

Grant date share price

 

 

 

 

C$1.44 - C$2.29

 

Exercise price

 

 

 

 

C$1.50 - C$10.82

 

Expected dividend yield

 

 

 

 

 

 

Risk free interest rate

 

 

 

 

3.08% - 4.26%

 

Expected life

 

 

 

 

1 - 5 years

 

Expected volatility

 

 

 

 

64% - 109%

 

 

The following table is a summary of the Company’s warrants outstanding as at June 30, 2024:

 

 

 

 

 

Exercise price

 

Number outstanding

Expiry Date

 

 

 

C$

 

#

February 27, 2025

 

(i)

 

2.40

 

400,000

February 27, 2025

 

(i)

 

5.47

 

400,000

February 27, 2025

 

(i)

 

10.95

 

200,000

May 15, 2025

 

 

 

1.50

 

37,500

May 15, 2025

 

 

 

3.00

 

37,500

May 23, 2025

 

 

 

1.50

 

50,000

March 24, 2025

 

(i)

 

2.40

 

400,000

March 24, 2025

 

(i)

 

5.47

 

400,000

March 24, 2025

 

(i)

 

10.95

 

200,000

May 4, 2025

 

 

 

26.73

 

3,730

May 10, 2025

 

 

 

26.73

 

1,865

May 17, 2025

 

 

 

26.73

 

3,730

May 31, 2025

 

 

 

26.73

 

1,865

June 8, 2025

 

 

 

9.65

 

1,500,000

August 6, 2025

 

(i)

 

7.75

 

1,381,215

October 20, 2025

 

(i)

 

4.53

 

3,454,543

January 16, 2026

 

 

 

26.73

 

1,722

January 20, 2026

 

 

 

26.73

 

373

May 15, 2028

 

 

 

1.50

 

500,000

 

 

 

 

5.89

 

8,974,043

 

 

(i)

Warrants were issued in US$

 

 
14

 

 

Quantum Biopharma Ltd.

 

Notes to the condensed consolidated interim financial statements

[unaudited] [expressed in United States dollars]

For the three and six months ended June 30, 2024 and 2023

 

12. Share-based compensation

 

The Company has established a share option plan (the “Option Plan”) for directors, officers, employees and consultants of the Company. The Company’s Board determines, among other things, the eligibility of individuals to participate in the Option Plan, the term and vesting periods, and the exercise price of options granted to individuals under the Option Plan.

 

Each share option converts into one common share of the Company on exercise. No amounts are paid or payable by the individual on receipt of the option. The options carry neither rights to dividends nor voting rights. Options may be exercised at any time from the date of vesting to the date of their expiry.

 

[i] Share-based payment arrangements

 

During the six months ended June 30, 2024, the Company granted 800,000 (2023 – 2,488,000) share options to consultants of the Company.

 

The changes in the number of share options outstanding during the six months ended June 30, 2024, and 2023, were as follows:

 

 

 

 Number of options

 

 

 Weighted average exercise price

 

 

 

#

 

 

 C$

 

Outstanding as at December 31, 2023

 

 

2,460,615

 

 

 

1.56

 

Granted

 

 

800,000

 

 

 

1.50

 

Exercised

 

 

(94,000)

 

 

1.50

 

Expired

 

 

(58,735)

 

 

5.43

 

Outstanding as at June 30, 2024

 

 

3,107,880

 

 

 

1.48

 

Exercisable as at June 30, 2024

 

 

2,666,463

 

 

 

1.47

 

 

 

 

 Number of options

 

 

 Weighted average exercise price

 

 

 

#

 

 

 C$

 

Outstanding as at December 31, 2022

 

 

418,529

 

 

 

3.71

 

Granted

 

 

2,488,000

 

 

 

1.52

 

Forfeited

 

 

(55,000)

 

 

1.63

 

Exercised

 

 

(21,000)

 

 

1.30

 

Expired

 

 

(118,143)

 

 

6.89

 

Outstanding as at June 30, 2023

 

 

2,712,386

 

 

 

1.63

 

Exercisable as at June 30, 2023

 

 

2,538,634

 

 

 

1.57

 

 

During the six months ended June 30, 2024, $32,595 (2023 - 118,143) share options related to former officers and employees who are no longer with the Company expired. Individuals who are no longer with the Company have 30 days after their last day to exercise any vested share options. Vested options that remain unexercised after 30 days

expire.

 

 
15

 

 

Quantum Biopharma Ltd.

 

Notes to the condensed consolidated interim financial statements

[unaudited] [expressed in United States dollars]

For the three and six months ended June 30, 2024 and 2023

 

Measurement of fair values

 

The fair value of share options granted during the six months ended June 30, 2024, and 2023, were estimated at the date of grant using the Black-Scholes option pricing model with the following inputs:

 

 

 

 2024

 

 

 2023

 

Grant date share price

 

 C$1.11-C$1.20

 

 

 C$1.28 - $C2.30

 

Exercise price

 

C$1.50

 

 

 C$1.30 - $C2.45

 

Expected dividend yield

 

 

 

 

 

 

Risk free interest rate

 

3.98% - 4.20%

 

 

2.88% - 3.99%

 

Expected life

 

 2 years

 

 

 3 - 5 years

 

Expected volatility

 

 

66%

 

95% - 110%

 

 

Expected volatility was estimated by using the annualized historical volatility of the Company. The expected option life represents the period that options granted are expected to be outstanding. The risk-free interest rate is based on Canadian government bonds with a remaining term equal to the expected life of the options.

 

The following table is a summary of the Company’s share options outstanding as at June 30, 2024:

 

Options outstanding

 

 

Options exercisable

 

Exercise price

 

 

Number outstanding

 

 

Weighted average remaining contractual life [years]

 

 

Exercise price

 

 

Number exercisable

 

C$

 

 

#

 

 

#

 

 

C$

 

 

#

 

 

1.30

 

 

 

2,000,000

 

 

 

3.82

 

 

 

1.30

 

 

 

2,000,000

 

 

1.50

 

 

 

706,000

 

 

 

1.82

 

 

 

1.50

 

 

 

285,333

 

 

1.70

 

 

 

67,980

 

 

 

1.62

 

 

 

1.70

 

 

 

67,980

 

 

2.38

 

 

 

15,000

 

 

 

1.91

 

 

 

2.38

 

 

 

15,000

 

 

2.41

 

 

 

15,000

 

 

 

1.98

 

 

 

2.41

 

 

 

15,000

 

 

2.45

 

 

 

294,000

 

 

 

1.90

 

 

 

2.45

 

 

 

274,000

 

 

2.91

 

 

 

5,150

 

 

 

1.75

 

 

 

2.91

 

 

 

5,150

 

 

3.86

 

 

 

4,750

 

 

 

2.73

 

 

 

3.86

 

 

 

4,000

 

 

1.48

 

 

 

3,107,880

 

 

 

3.11

 

 

 

1.47

 

 

 

2,666,463

 

 

[ii] Performance Share Units (“PSUs”) and Restrictive Share Units (“RSUs”)

 

In May 2022, the Company established a performance share unit plan (“PSU Plan”) and a restrictive unit plan (“RSU Plan”), for directors, offers, employees and consultants of the Company. The Company’s Board determines the eligibility of individuals to participate in the PSU Plan and RSU Plan to align their interests with those of the Company’s shareholders.

 

No amounts are paid or payable by the individual on receipt of the PSUs and RSUs. Each PSU and RSU converts into one common share of the Company at $nil exercise price. The Company’s PSU Plan and RSU Plan provides that the number of common shares reserved for issuance may not exceed 10% of the aggregate number of common shares that are outstanding unless the Board has increased such limit by a Board resolution.

 

 
16

 

 

Quantum Biopharma Ltd.

 

Notes to the condensed consolidated interim financial statements

[unaudited] [expressed in United States dollars]

For the three and six months ended June 30, 2024 and 2023

 

PSUs

 

There were no PSUs issued during the six months ended June 30, 2024. As at June 30, 2024, there were no PSUs outstanding (December 31, 2023 – nil).

 

During the six months ended June 30, 2023, the Company converted 2,420,104 PSUs to Class B shares. The PSUs were fully vested as of January 6, 2023, upon the filing of the MS Phase 1 IND. During the six months ended June 30, 2023, the Company granted 400,000 PSUs to independent directors who are no longer with the Company.

 

RSUs

 

On February 23, 2024, the Company granted 55,000 RSUs pursuant to the shares for debt transaction (Note 11). The RSUs vested immediately upon grant and 55,000 Class B shares were issued with a total fair value of $49,665, which was determined based on the share price of the Company on the date of the grant.

 

The change in the number of RSUs during the six months ended June 30, 2024, is as follows:

 

 

 

 Number of RSUs

 

 

 

 #

 

Outstanding as at December 31, 2023

 

 

 

Granted

 

 

55,000

 

Converted to common shares

 

 

(55,000)

Outstanding as at June 30, 2024

 

 

 

 

The Company recognized share-based compensation as follows:

 

 

 

For the three months ended June 30,

 

 

For the six months ended June 30,

 

 

 

2024

 

 

2023

 

 

2024

 

 

2023

 

 

 

 $

 

 

$

 

 

 $

 

 

$

 

Share options

 

 

111,524

 

 

 

65,992

 

 

 

169,267

 

 

 

1,919,695

 

PSUs

 

 

 

 

 

 

 

 

 

 

 

458,253

 

Warrants issued for services

 

 

 

 

 

337,401

 

 

 

 

 

 

1,231,980

 

 

 

 

111,524

 

 

 

403,393

 

 

 

169,267

 

 

 

3,609,928

 

 

13. Non-controlling interests

 

Through the License Agreement, FSD acquired 34.66% of Celly on July 31, 2023. As of June 30, 2024, the Company has a 25.71% (December 31, 2023 – 26.15%) ownership interest in Celly through common shares held in Celly. The non-controlling interest represents the common shares of Celly not attributable to the Company.  

 

Reconciliation of non-controlling interest is as follows:

 

Balance, December 31, 2023

 

 

(327,501)

Net loss for the period

 

 

(428,633)

Balance, June 30, 2024

 

 

(756,134)

 

 
17

 

 

Quantum Biopharma Ltd.

 

Notes to the condensed consolidated interim financial statements

[unaudited] [expressed in United States dollars]

For the three and six months ended June 30, 2024 and 2023

 

14. Loss per share

 

Net loss per common share represents net loss attributable to common shareholders divided by the weighted average number of common shares outstanding during the period.

 

For all the periods presented, diluted loss per share equals basic loss per share due to the anti-dilutive effect of warrants, share options, PSUs and RSUs. The outstanding number and type of securities that could potentially dilute basic net loss per share in the future but would have decreased the loss per share (anti-dilutive) for the six months ended June 30, 2024, and 2023, are as follows:

 

 

 

June 30,

2024

 

 

June 30,

2023

 

 

 

#

 

 

#

 

Warrants

 

 

8,974,043

 

 

 

10,399,782

 

Share Options

 

 

3,107,880

 

 

 

2,712,386

 

PSUs

 

 

 

 

 

400,000

 

 

 

 

12,081,923

 

 

 

13,512,168

 

 

15. General and administrative

 

Components of general and administrative expenses for the three and six months ended June 30, 2024, and 2023 were as follows:

 

 

 

For the three months ended June 30,

 

 

For the six months ended June 30,

 

 

 

2024

 

 

2023

 

 

2024

 

 

2023

 

 

 

$

 

 

$

 

 

$

 

 

$

 

Professional fees

 

 

958,377

 

 

 

814,488

 

 

 

1,816,800

 

 

 

1,408,774

 

Investor relations

 

 

561,054

 

 

 

100,158

 

 

 

833,216

 

 

 

347,550

 

Salaries, wages and benefits

 

 

436,687

 

 

 

465,899

 

 

 

816,139

 

 

 

1,095,926

 

Consulting fees

 

 

204,492

 

 

 

269,067

 

 

 

423,453

 

 

 

825,871

 

Office and general administrative

 

 

163,958

 

 

 

691,102

 

 

 

350,029

 

 

 

1,313,418

 

Foreign exchange loss (gain)

 

 

(14,285)

 

 

(469,956)

 

 

(10,142)

 

 

(404,004)

 

 

 

2,310,283

 

 

 

1,870,758

 

 

 

4,229,495

 

 

 

4,587,535

 

 

 
18

 

 

Quantum Biopharma Ltd.

 

Notes to the condensed consolidated interim financial statements

[unaudited] [expressed in United States dollars]

For the three and six months ended June 30, 2024 and 2023

 

16. Segment information

 

Reportable segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker, with appropriate aggregation. The chief operating decision maker is the CEO who is responsible for allocating resources, assessing the performance of the reportable segment and making key strategic decisions. The Company operates in two segments: Biopharmaceutical and Strategic Investments.

 

The Company’s Biopharmaceutical segment is focused on furthering the research and development of the Company’s drug candidates and the development of a treatment for alcohol misuse for application in hospitals and other medical practices. The Biopharmaceutical segment primarily earns interest income on excess cash on hand invested in short-term guaranteed investment certificates.

 

The Company’s Strategic Investments segment is focused on generating returns and cash flow through the issuance of loans secured by residential property, with FSD Strategic Investments having a first or second collateral mortgage on the secured property. 

 

The following tables summarize the Company's total current and non-current assets and current and non-current liabilities as of June 30, 2024, and December 31, 2023, on a segmented basis:

 

 

 

As at June 30, 2024

 

 

 

Biopharmaceutical

 

 

Strategic Investments

 

 

Total

 

 

 

$

 

 

$

 

 

$

 

Current assets

 

 

3,545,851

 

 

 

6,476,204

 

 

 

10,022,055

 

Non-current assets

 

 

5,224,894

 

 

 

 

 

 

5,224,894

 

Current liabilities

 

 

5,044,864

 

 

 

 

 

 

5,044,864

 

Non-current liabilities

 

 

 

 

 

 

 

 

 

 

 

 

As at December 31, 2023

 

 

 

Biopharmaceutical

 

 

Strategic Investments

 

 

Total

 

 

 

$

 

 

$

 

 

$

 

Current assets

 

 

3,897,317

 

 

 

7,187,988

 

 

 

11,085,305

 

Non-current assets

 

 

5,482,157

 

 

 

907,366

 

 

 

6,389,523

 

Current liabilities

 

 

4,565,566

 

 

 

 

 

 

4,565,566

 

Non-current liabilities

 

 

 

 

 

 

 

 

 

 

The following tables summarize the Company's interest income, total operating expenses, and net loss for the three and six months ended June 30, 2024 and 2023 on a segmented basis:

 

 

 

For the six months ended June 30, 2024

 

 

 

Biopharmaceutical

 

 

Strategic Investments

 

 

Total

 

 

 

$

 

 

$

 

 

$

 

Interest expense (income)

 

 

12,109

 

 

 

(289,057)

 

 

(276,948)

Total operating expenses

 

 

5,713,717

 

 

 

245

 

 

 

5,713,962

 

Net (loss) income

 

 

(5,732,736)

 

 

288,812

 

 

 

(5,443,924)

 

 

 

For the three months ended June 30, 2024

 

 

 

Biopharmaceutical

 

 

Strategic Investments

 

 

Total

 

 

 

$

 

 

$

 

 

$

 

Interest expense (income)

 

 

31,266

 

 

 

(135,690)

 

 

(104,424)

Total operating expenses

 

 

3,456,556

 

 

 

50

 

 

 

3,456,606

 

Net (loss) income

 

 

(3,488,139)

 

 

135,640

 

 

 

(3,352,499)

 

 

 

For the six months ended June 30, 2023

 

 

 

Biopharmaceutical

 

 

Strategic Investments

 

 

Consolidated

 

 

 

$

 

 

$

 

 

$

 

Interest income

 

 

(171,303)

 

 

(287,201)

 

 

(458,504)

Total operating expenses

 

 

18,676,314

 

 

 

181

 

 

 

18,676,495

 

Net loss

 

 

(15,065,658)

 

 

(382,164)

 

 

(15,447,822)

 

 
19

 

 

Quantum Biopharma Ltd.

 

Notes to the condensed consolidated interim financial statements

[unaudited] [expressed in United States dollars]

For the three and six months ended June 30, 2024 and 2023

 

 

 

For the three months ended June 30, 2023

 

 

 

Biopharmaceutical

 

 

Strategic Investments

 

 

Consolidated

 

 

 

$

 

 

$

 

 

$

 

Interest income

 

 

(34,787)

 

 

(151,376)

 

 

(186,163)

Total operating expenses

 

 

8,831,414

 

 

 

106

 

 

 

8,831,520

 

Net loss

 

 

(5,243,879)

 

 

(246,414)

 

 

(5,490,293)

     

17. Commitments and contingencies

 

Commitments

 

Lucid-MS Agreement

 

The Company has entered into a license agreement that governs the Lucid-MS compound. Under the terms of the agreement, the Company shall pay a yearly license maintenance fee of C$100,000 until the first commercial sale of a product is made.

 

Under the agreement the Company is committed to minimum milestone payments of $nil and maximum milestone payments of C$12,500,000 if all product development and regulatory milestones are met. Furthermore, the Company is also responsible to pay revenue milestone payments and royalties if revenue milestones from commercial sales are achieved. Milestones can be extended by mutual agreement. No payments have been made to date related to these milestones.

 

Contingencies

 

Legal Matters

 

From time to time, the Company is named as a party to claims or involved in proceedings, including legal, regulatory and tax related, in the ordinary course of its business. While the outcome of these matters may not be estimable at the reporting date, the Company makes provisions, where possible, for the estimated outcome of such claims or proceedings. Should a loss result from the resolution of any claims or proceedings that differs from these estimates, the difference will be accounted for as a charge to the condensed consolidated interim statements of loss and comprehensive loss in that period.

 

GBB Drink Lab, Inc.

 

GBB Drink Lab, Inc. (“GBB”) has filed a complaint with the United States District Court of Southern District of Florida, Fort Lauderdale Division against FSD Biosciences, Inc. and FSD Pharma, Inc. claiming a material breach of a mutual non-disclosure agreement and misappropriation of trade secrets, which GBB claims has and continues to cause irreparable harm, valued, as of August 30, 2022 (prior to the misappropriation and material breach) at $53,047,000. On June 23, 2023, the Company filed a motion to dismiss the complaint. On July 3, 2023, GBB responded in opposition to the Company’s motion to dismiss the complaint. On August 24, 2023, the parties filed a proposed joint scheduling report with the U.S. District Court, which set forth various deadlines that would govern this action. Under the proposed joint schedule, which still needs to be approved by the U.S. District Court, the case would be trial-ready by June 2025.

 

The ultimate outcome of the matter cannot be determined at this time.

 

 
20

 

 

Quantum Biopharma Ltd.

 

Notes to the condensed consolidated interim financial statements

[unaudited] [expressed in United States dollars]

For the three and six months ended June 30, 2024 and 2023

 

Raza Bokhari

 

On July 15, 2021, the Company’s former CEO, Raza Bokhari, filed a notice of arbitration seeking relief and support for breach of contract and severance and damages in the amount of $30,200,000, for aggravated and punitive damages in the amount of $500,000 and legal fees and disbursements associated with the arbitration.

 

Raza Bokhari was placed on administrative leave from his role as the Company’s Chief Executive Officer following the Company’s annual general and special meeting of shareholders on May 14, 2021, pending the outcome of an investigation of various concerns by a Special Committee comprised of independent directors using independent legal counsel. Upon the recommendation of the Special Committee, Raza Bokhari’s employment was terminated for cause by the Company’s board on July 27, 2021.

 

The Company disputed the allegations and counterclaimed against Raza Bokhari for losses sustained as a result of his alleged breaches of his duties to the Corporation. The arbitration hearing concluded in August 2022 and the arbitrator issued his decision in November 2022. Raza Bokhari’s claim for USD $30.2 million was dismissed in its entirety along with his claim that he had been wrongfully dismissed. The arbitrator ordered that Raza Bokhari repay certain monies to FSD Pharma, while also holding him responsible for FSD Pharma’s costs of the arbitration.

 

On December 9, 2022, Raza Bokhari filed an application in the Ontario Superior Court seeking to set aside the arbitral award of the court on the grounds that he was not treated equally and fairly and the arbitrator’s written award provided inadequate reasons for his decision.

 

On December 20, 2022, the Company’s legal counsel wrote to the Commercial List of the Ontario Superior Court of Justice seeking to transfer the application from the Civil List to the Commercial List. The request was granted on January 12, 2023.

 

On April 28, 2023, the court ordered the case to be heard at the Commercial List on September 27, 2023.

 

On September 27 and 28, 2023, the application to set aside the award and cost of ground of unfairness was dismissed. As Raza Bokhari lost the set aside application, the court ordered Raza Bokhari to pay the Company C$165,000 to cover the Company’s legal expenses.  

 

On October 13, 2023, Raza Bokhari filed a “Notice of Motion for Leave to Appeal” with the Court of Appeal for Ontario.

 

On December 15, 2023, the Company submitted a responding party’s factum to the Court of Appeal for Ontario.

 

On February 6, 2024, the Ontario Superior Court of Justice affirmed judgment and awarded an additional C$5,000 in costs considering Raza Bokhari’s failed motion for leave to appeal. As of the date hereof, the litigation is ongoing. 

 

On May 31, 2024, the United States District Court for the Eastern District of Pennsylvania confirmed FSD Pharma, Inc.’s Petition to Confirm Arbitration Awards entered against Dr. Raza Bokhari. On June 27, 2024, the US District Court for the Eastern District of Pennsylvania confirmed FSD Pharma’s motion for entry of judgement and granted judgement in favor of FSD Pharma Inc of approximately USD 3 million.

 

18. Related party transactions

 

Key management personnel are those persons having the authority and responsibility for planning, directing and controlling activities of the entity, directly or indirectly.

 

 
21

 

 

Quantum Biopharma Ltd.

 

Notes to the condensed consolidated interim financial statements

[unaudited] [expressed in United States dollars]

For the three and six months ended June 30, 2024 and 2023

 

Transactions with key management and directors comprised of the following:

 

 

a)

Director’s compensation for the three and six months ended June 30, 2024, was $33,201 and $99,716, respectively (2023 – $49,932 and $104,345).

 

 

 

 

b)

During the six months ended June 30, 2024, the Company granted Nil (2023 – 400,000) PSUs to independent members of the Board. As at June 30, 2024, the PSUs had fully vested upon the filing of the MS Phase 1 IND on January 6, 2023 and were settled with the issuance of Class B shares.

 

 

 

 

c)

During the six months ended June 30, 2024, the Company granted the previous interim CEO, the current CEO, the Chief Operating Officer (“COO”) and the CEO of Lucid, Nil (2023 – 500,000) share options each with an exercise price of C$1.30 and an expiry date of January 25, 2028. All options were fully vested on grant. Each share option can be exercised to acquire one Class B share.

 

 

 

 

d)

During the six months ended June 30, 2023, the Company entered into a secured loan agreement with the CEO for C$1,200,000, with monthly payments of C$6,000 based on an annual interest rate of 6%. The loan matures on April 26, 2025, and is part of FSD Strategic Investments’ portfolio of loans. The loan is secured by a second charge mortgage on the underlying residential property.

 

 

 

 

e)

During the six months ended June 30, 2023, the Company issued 1,000,000 warrants for consulting services to certain independent members of the Board of Directors with a fair value of $533,206, prior to them joining the Board of Directors. The Company determined the fair value of the services received could not be measured reliably and determined the fair value using the Black-Scholes model.

 

Key management personnel compensation during the three and six months ended June 30, 2024, and 2023 is comprised of:

 

 

 

For the three months ended June 30,

 

 

For the six months ended June 30,

 

 

 

2024

 

 

2023

 

 

2024

 

 

2023

 

 

 

$

 

 

$

 

 

$

 

 

$

 

Salaries, benefits, bonuses and consulting fees

 

 

152,286

 

 

 

354,614

 

 

 

476,528

 

 

 

672,444

 

Share-based payments

 

 

 

 

 

286,835

 

 

 

 

 

 

2,344,616

 

 

 

 

152,286

 

 

 

641,449

 

 

 

476,528

 

 

 

3,017,060

 

 

As at June 30, 2024, the Company owed an executive officer $Nil (December 31, 2023 - $140,012), for legal fees incurred by the Company and paid by the executive officer on behalf of the Company. The amount owed is recorded within trade and other payables.

 

As at June 30, 2024, the Company has $9,133 owing to related parties included in accounts payable and accrued liabilities (December 31, 2023 - $Nil).

 

19. Capital Management

 

The Company’s capital management objectives are to maintain financial flexibility to complete the research and development of a proprietary formulation of natural ingredients, vitamins, and minerals to help with liver and brain function for the purposes of quickly relieving individuals from the effects of alcohol consumption.

 

The Company defines capital as the aggregate of its capital stock and borrowings.

 

As at June 30, 2024, the Company’s share capital was $140,705,907 (December 31, 2023 – $137,778,485). The Company does not have any long-term debt. Outstanding notes payables were assumed on the acquisition of Prismic and are due on demand.

 

The Company manages its capital structure in accordance with changes in economic conditions. To maintain or adjust its capital structure, the Company may elect to issue or repay financial liabilities, issue shares, repurchase shares or undertake any other activities as deemed appropriate under specific circumstances. The Company is not subject to any externally imposed capital requirements.

 

 
22

 

 

Quantum Biopharma Ltd.

 

Notes to the condensed consolidated interim financial statements

[unaudited] [expressed in United States dollars]

For the three and six months ended June 30, 2024 and 2023

 

20. Subsequent Events

 

The Company issued three new loans secured by residential or commercial properties during July and August 2024

 

and renewed one existing loan in July 2024. The total amount of these loans was equivalent to $1,866,370

 

(C$2,585,000).

 

The Company generated total proceeds of approximately $5,542,952 through its ATM Agreement subsequent to June 30, 2024. The proceeds will be used in the normal course of business operations.

 

The Company issued a total of 950,000 Class B shares to settle debts owing to an arm’s length creditor subsequent to June 30, 2024.

 

On August 9, 2024, the Company announced a share consolidation and name change, effective August 15, 2024.

 

The Company will consolidate its shares on a 65:1 basis and change its name to "Quantum BioPharma Ltd." with a new trading symbol "QNTM" on both NASDAQ and CSE. This move aims to regain compliance with NASDAQ's minimum bid price requirement.

 

 
23

 

nullnullnullv3.24.2.u1
Cover
6 Months Ended
Jun. 30, 2024
Cover [Abstract]  
Entity Registrant Name Quantum Biopharma Ltd.
Entity Central Index Key 0001771885
Document Type 6-K/A
Amendment Flag true
Current Fiscal Year End Date --12-31
Amendment Description On August 14, 2024, Quantum BioPharma Ltd. (“the “Company”) furnished a Form 6-K (“Original Form 6-K”) including its interim financial statements for the six months ended June 30, 2024. This Form 6-K/A is being furnished to provide its interim financial statements for the six months ended June 30, 2024 using interactive data files in inline eXtensible Business Reporting Language (iXBRL) in accordance with Rule 405 of Regulation S-T. The documents listed in the Exhibit List are incorporated by reference into this Form 6-K/A. Other than as expressly set forth above, this Form 6-K/A, as does not, and does not purport to, amend, update or restate the information in any other item of the Original Form 6-K, or reflect any events that have occurred after the Original Form 6-K was originally filed.
Document Period End Date Jun. 30, 2024
Document Fiscal Period Focus Q2
Document Fiscal Year Focus 2024
Entity Ex Transition Period false
Entity File Number 001-39152
Entity Address Address Line 1 199 Bay St.
Entity Address Address Line 2 Suite 4000
Entity Address City Or Town Toronto
Entity Address State Or Province ON
Entity Address Country CA
Entity Address Postal Zip Code M5L 1A9
v3.24.2.u1
CONDENSED CONSOLIDATED INTERIM STATEMENTS OF FINANCIAL POSITION - USD ($)
Jun. 30, 2024
Dec. 31, 2023
Current assets    
Cash and cash equivalents $ 3,306,641 $ 2,757,040
Other receivables 86,868 228,764
Prepaid expenses and deposits 130,424 155,413
Investments 21,918 756,100
Finance receivables, net 6,476,204 7,187,988
Total current assets 10,022,055 11,085,305
Non-current assets    
Equipment, net 64,873 87,583
Investments 5,845 6,049
Right-of-use asset, net 8,244 32,838
Finance receivables, net 0 907,366
Intangible assets, net 5,145,932 5,355,687
Total assets 15,246,949 17,474,828
Current liabilities    
Trade and other payables 4,419,667 4,195,029
Lease obligations 9,634 38,650
Warrants liability 1 31,338
Notes payable 615,562 300,549
Total current liabilities 5,044,864 4,565,566
Total liabilities 5,044,864 4,565,566
SHAREHOLDERS' EQUITY    
Warrants 2,437,167 2,723,356
Contributed surplus 30,655,099 30,225,741
Foreign exchange translation reserve 83,497 417,341
Accumulated deficit (162,923,451) (157,908,160)
Equity attributable to shareholders of the Company 10,958,219 13,236,763
Non-controlling interests (756,134) (327,501)
Shareholders equity 10,202,085 12,909,262
Total liabilities and shareholders' equity 15,246,949 17,474,828
Class A Common Stock Shares [Member]    
SHAREHOLDERS' EQUITY    
Share capital 151,622 151,622
Class B Common Stock Shares [Member]    
SHAREHOLDERS' EQUITY    
Share capital $ 140,554,285 $ 137,626,863
v3.24.2.u1
CONDENSED CONSOLIDATED INTERIM STATEMENTS OF LOSS AND COMPREHENSIVE LOSS - USD ($)
3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Expenses        
General and administrative $ 2,310,283 $ 1,870,758 $ 4,229,495 $ 4,587,535
External research and development fees 897,986 1,610,528 1,058,246 3,922,124
Share-based payments 111,524 403,393 169,267 3,609,928
Depreciation and amortization 136,813 1,107,318 256,954 2,237,289
Impairment loss 0 3,839,523 0 4,319,619
Total operating expenses 3,456,606 8,831,520 5,713,962 18,676,495
Loss from operations (3,456,606) (8,831,520) (5,713,962) (18,676,495)
Interest income (104,424) (186,163) (276,948) (458,504)
Finance expense, net 8,357 0 20,771 667
Loss on settlement of debt 0 0 17,476 0
Gain on measurement of financial liability 0 (2,926,922) 0 (2,926,922)
(Gain) loss on change in fair value of derivative liability (8,040) (328,193) (31,337) (121,243)
Loss on changes in fair value of investments 0 100,051 0 277,329
Net loss from operations (3,352,499) (5,490,293) (5,443,924) (15,447,822)
Other comprehensive loss Items that may be subsequently reclassified to loss:        
Exchange (loss) on translation of foreign operations (101,089) (232,891) (333,844) (217,489)
Comprehensive loss (3,453,588) (5,723,184) (5,777,768) (15,665,311)
Net loss attributable to:        
Equity owners of the Company (3,111,916) (5,490,293) (5,015,291) (15,447,822)
Non-controlling interests (240,583) 0 (428,633) 0
Net loss attributable $ (3,352,499) $ (5,490,293) $ (5,443,924) $ (15,447,822)
Net (loss) per share        
Basic and diluted $ (0.08) $ (0.14) $ (0.13) $ (0.39)
Weighted average number of shares outstanding - basic and diluted 41,675,769 39,234,204 41,287,102 39,901,651
v3.24.2.u1
CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY - USD ($)
Total
Class A Shares [Member]
Class B Shares [Member]
Contributed Surplus [Member]
Noncontrolling Interest [Member]
Foreign Exchange Translation Reserve [Member]
Retained Earnings (Accumulated Deficit) [Member]
Warrants [Member]
Balance, shares at Dec. 31, 2022   72 38,504,210         6,482,093
Balance, amount at Dec. 31, 2022 $ 30,542,220 $ 151,588 $ 143,258,972 $ 28,500,924 $ 0 $ 652,601 $ (144,164,265) $ 2,142,400
Statement [Line Items]                
Share repurchase [note 11], Shares     (1,904,700)          
Share repurchase [note 11], amount (2,957,816) 0 $ (7,165,356) 0 0 0 4,207,540 0
Share-based payments [note 12] $ 2,377,948 0   2,377,948 0 0 0 0
Share options exercised [note 11], shares 21,000   21,000          
Share options exercised [note 11], amount $ 20,247 0 $ 33,247 (13,000) 0 0 0 0
PSUs converted to shares [note 11,12], shares     2,420,104          
PSUs converted to shares [note 11,12], amount 0 0 $ 1,180,070 (1,180,070) 0 0 0 $ 0
Warrants issued [note 11] Shares               3,925,000
Warrants issued [note 11] Amount 1,231,980 0 0 0 0 0 0 $ 1,231,980
Warrants expired [note 11 Shares               (7,311)
Warrants expired [note 11 Amount 0 0 0 138,885 0 0 0 $ (138,885)
Comprehensive loss for the period (15,665,311) $ 0 $ 0 0 0 (217,489) (15,447,822) $ 0
Balance, shares at Jun. 30, 2023   72 39,040,614         10,399,782
Balance, amount at Jun. 30, 2023 15,549,268 $ 151,588 $ 137,306,933 29,824,687 0 435,112 (155,404,547) $ 3,235,495
Balance, shares at Dec. 31, 2023   72 39,376,723         10,324,043
Balance, amount at Dec. 31, 2023 12,909,262 $ 151,622 $ 137,626,863 30,225,741 (327,501) 417,341 (157,908,160) $ 2,723,356
Statement [Line Items]                
Share-based payments [note 12] $ 169,267 0 0 169,267 0 0 0 $ 0
Share options exercised [note 11], shares 94,000              
Warrants expired [note 11 Shares               (1,350,000)
Warrants expired [note 11 Amount $ 0 0 0 286,189 0 0 0 $ (286,189)
Comprehensive loss for the period (5,777,768) 0 $ 0 0 (428,633) (333,844) (5,015,291) 0
Shares issued [note 11], shares     6,798,358          
Shares issued [note 11], amount 2,139,808 0 $ 2,139,808 0 0 0 0 0
Shares for debt [note 11,12], shares     1,139,304          
Shares for debt [note 11,12], amount 685,051 0 $ 685,051 0 0 0 0 0
Exercise of options [note 11,12], shares     94,000          
Exercise of options [note 11,12], amount 76,465 $ 0 $ 102,563 (26,098) 0 0 0 $ 0
Balance, shares at Jun. 30, 2024   72 47,408,385         8,974,043
Balance, amount at Jun. 30, 2024 $ 10,202,085 $ 151,622 $ 140,554,285 $ 30,655,099 $ (756,134) $ 83,497 $ (162,923,451) $ 2,437,167
v3.24.2.u1
CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CASH FLOWS - USD ($)
6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Operating activities    
Net loss from operations $ (5,443,924) $ (15,447,822)
Add (deduct) items not affecting cash    
Depreciation and amortization 256,954 2,237,289
Interest expense 20,771 15,071
Share-based payments 169,267 3,609,928
Change in fair value of investments 0 277,329
Change in fair value of derivative liability (31,337) (121,243)
Unrealized foreign exchange (gain) loss 662,582 0
Loss on settlement of debt 17,476 0
Gain on measurement of financial liability   (2,926,922)
Impairment loss 0 4,319,619
Changes in non-cash working capital balances    
Finance receivables 1,619,150 (896,431)
Other receivables 141,896 5,353
Prepaid expenses and deposits 24,989 (30,545)
Note receivable 0 (224,610)
Trade and other payables (17,700) 919,954
Cash used in operating activities (2,579,876) (8,263,030)
Investing activities    
Redemption of investments 738,000 0
Purchase of investments (21,918) 0
Cash provided by investing activities 716,082 0
Financing activities    
Share repurchase 0 (2,957,816)
Proceeds from issuance of shares, net 2,139,808 0
Proceeds from loan payable 302,801 0
Payment of lease obligation (29,214) (109,026)
Share options exercised 0 20,247
Cash provided by (used in) financing activities 2,413,395 (3,046,595)
Net increase (decrease) 549,601 (11,309,625)
Cash and cash equivalents, beginning of the period 2,757,040 16,980,472
Cash and cash equivalents, end of the period 3,306,641 5,670,847
Non-cash transactions    
Shares issued for debt $ 685,051 $ 0
Exercise of options - shares issued for services $ 102,563 $ 0
v3.24.2.u1
Nature of business
6 Months Ended
Jun. 30, 2024
Nature of business  
Nature of business

1. Nature of business

 

FSD Pharma Inc. (“FSD” or the “Company”) is a biopharmaceutical company dedicated to building a portfolio of innovative assets and biotech solutions for the treatment of challenging neurodegenerative, inflammatory and metabolic disorders and alcohol misuse disorders with drug candidates in different stages of development. Through its wholly-owned subsidiary, Lucid Psycheceuticals Inc. ("Lucid"), FSD is focused on the research and development of its lead compound, Lucid-MS (formerly Lucid-21-302) ("Lucid-MS"). Lucid-MS is a patented new chemical entity shown to prevent and reverse myelin degradation, the underlying mechanism of multiple sclerosis, in preclinical models. FSD is also focused on the research and development of a treatment for alcohol misuse for application in hospitals and other medical practices. FSD maintains a portfolio of strategic investments through its wholly-owned subsidiary, FSD Strategic Investments Inc., which represent loans secured by residential property.

 

The Company’s registered office is located at 199 Bay Street, Suite 4000, Toronto, Ontario, M5L 1A9. The Company’s shares are listed on the Nasdaq Capital Market and on the Canadian Securities Exchange under the symbol “HUGE”.

 

On July 31, 2023, the Company entered into an exclusive intellectual property license agreement (the “License Agreement”) with Celly Nutrition Corp. (“Celly”). The License Agreement provides Celly access to proprietary information for the purposes of consumer product development and marketing. The License Agreement grants Celly the rights to a proprietary formulation of natural ingredients, vitamins, and minerals to help with liver and brain function for the purposes of potentially quickly relieving from the effects of alcohol consumption, such as inebriation, and restoring normal lifestyle. The License Agreement also grants Celly rights to certain trademarks. In exchange, FSD received 200,000,000 common shares in the capital of Celly following a 2:1 share-split. The Company also received an anti-dilution Warrant Certificate that entitles FSD to purchase up to 25% of the common shares deemed outstanding less the 200,000,000 common shares issued under the License Agreement and from time to time as a result of any partial exercise under the anti-dilution Warrant Certificate. FSD Pharma is also entitled to certain license fees and royalties under the License Agreement. Through the License Agreement, FSD acquired 34.66% of Celly. On July 31, 2023, the Company and Celly entered into a loan agreement for gross proceeds of C$1,000,000. The loan was funded on August 1, 2023, and accrues interest at a rate of 10% per annum. Interest is payable annually and the loan matures on July 31, 2026. In November 2023, through the Plan of Arrangement the Company distributed 45,712,529 of its 200,000,000 shares of Celly to its shareholders. The condensed consolidated interim financial statements incorporate the assets and liabilities of Celly as of June 30, 2024, and the results of operations and cash flows for the three and six months ended June 30, 2024 [Note 2(c)]. As of June 30, 2024, the Company has a 25.71% (December 31, 2023 – 26.15%) ownership interest in Celly through common shares held in Celly.

 

Going concern

 

The condensed consolidated interim financial statements of the Company for the three and six months ended June 30, 2024, and 2023, have been prepared on the basis of accounting principles applicable to a going concern, which assumes that the Company will continue in operation for the foreseeable future and will be able to realize its assets and discharge its liabilities and commitments in the normal course of operations. These financial statements do not include any adjustments to the amounts and classification of assets and liabilities that would be necessary should the Company be unable to continue as a going concern. Such adjustments could be material.

 

The Company is in the preliminary stages of its planned operations and has not yet determined whether its processes and business plans are economically viable. The continued operations of the Company and the recoverability of amounts shown for intangible assets are dependent upon the ability of the Company to obtain sufficient financing to complete the research and development program of Lucid-MS. As well as fund the research and development of a treatment for alcohol misuse for application in hospitals and other medical practices.

As at June 30, 2024, the Company had an accumulated deficit of $162,923,451 (December 31, 2023 - $157,908,160) and working capital of $4,977,191 (December 31, 2023 - $6,519,739), and incurred net loss of $5,443,924 (2023 - $15,447,822) for the six months ended June 30, 2024. Whether, and when, the Company can attain profitability and positive cash flows from operations is subject to material uncertainty. The application of the going concern assumption is dependent upon the Company’s ability to generate future profitable operations and obtain necessary financing to do so. The Company will need to raise additional capital to fund its planned operations and meet its obligations. While the Company has been successful in obtaining financing to date and believes it will be able to obtain sufficient funds in the future and ultimately achieve profitability and positive cash flows from operations, there can be no assurance that the Company will achieve profitability and be able to do so on terms favourable for the Company. The above events and conditions indicate there is a material uncertainty that casts significant doubt about the Company’s ability to continue as a going concern.

 

Subsidiaries

 

These condensed consolidated interim financial statements are comprised of the financial results of the Company and its subsidiaries, which are the entities over which the Company has control. An investor controls an investee when it is exposed, or has rights, to variable returns from its involvement with the investee and can affect those returns through its power over the investee. The Company has the following subsidiaries:

 

 

 

 

 

 

Ownership percentage as at

 

 

Ownership percentage as at

 

Entity Name

 

Country

 

 

June 30, 2024

 

 

December 31, 2023

 

 

 

 

 

 

%

 

 

%

 

FSD Biosciences Inc.

 

USA

 

 

 

100.00

 

 

 

100.00

 

Prismic Pharmaceuticals Inc.

 

USA

 

 

 

100.00

 

 

 

100.00

 

FV Pharma Inc.

 

Canada

 

 

 

100.00

 

 

 

100.00

 

Lucid Psycheceuticals Inc.

 

Canada

 

 

 

100.00

 

 

 

100.00

 

FSD Strategic Investments Inc.

 

Canada

 

 

 

100.00

 

 

 

100.00

 

FSD Pharma Australia Pty Ltd

 

Australia

 

 

 

100.00

 

 

 

100.00

 

Celly Nutrition Corp.

 

Canada

 

 

 

25.71

 

 

 

26.15

 

HUGE Biopharma Australia Pty. Ltd.

 

Australia

 

 

 

100.00

 

 

 

-

 

 

Non-controlling interests (“NCI”) represent ownership interests in consolidated subsidiaries by parties that are not shareholders of the Company. They are shown as a component of total equity in the condensed consolidated interim statements of financial position, and the share of income (loss) attributable to non-controlling interests is shown as a component of net income (loss) in the condensed consolidated interim statements of loss and comprehensive loss. Changes in the parent company’s ownership that do not result in a loss of control are accounted for as equity transactions.

v3.24.2.u1
Basis of presentation
6 Months Ended
Jun. 30, 2024
Basis of presentation  
Basis of presentation

2. Basis of presentation

 

[a] Statement of compliance

 

These condensed consolidated interim financial statements (“financial statements’) were prepared using the same accounting policies and methods as those used in the Company’s audited consolidated financial statements for the year ended December 31, 2023. These financial statements have been prepared in compliance with IAS 34 – Interim Financial Reporting, as issued by the International Accounting Standards Board (“IASB”). Accordingly, certain disclosures normally included in annual financial statements prepared in accordance with International Financial Reporting Standards (“IFRS”) have been omitted or condensed. These financial statements should be read in conjunction with the Company’s audited consolidated financial statements for the year ended December 31, 2023.

 

These financial statements were approved and authorized for issuance by the Board of Directors (the “Board”) of the Company on August 12, 2024.

[b] Functional currency and presentation currency

 

The financial statements of each company within the consolidated group are measured using their functional currency, which is the currency of the primary economic environment in which an entity operates. These condensed consolidated interim financial statements are presented in United States dollars ("USD"), which is the Company’s functional and presentation currency for all periods presented. The Company’s functional currency is the United States dollar and the functional currencies of its subsidiaries are as follows:

 

FSD Biosciences Inc.

 

United States Dollar

 

Prismic Pharmaceuticals Inc.

 

United States Dollar

 

FV Pharma Inc.

 

Canadian Dollar

 

Lucid Psycheceuticals Inc.

 

Canadian Dollar

 

FSD Strategic Investments Inc.

 

Canadian Dollar

 

FSD Pharma Australia Pty Ltd

 

Australian Dollar

 

Celly Nutrition Corp.

 

Canadian Dollar

 

HUGE Biopharma Australia Pty. Ltd.

 

Australian Dollar

 

[c] Use of estimates and judgments

 

The preparation of these financial statements in conformity with IFRS requires management to make estimates, judgements and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, consistent with those disclosed in the audited consolidated financial statements for the year ended December 31, 2023 and described in these financial statements. Actual results could differ from these estimates.

 

Estimates are based on management’s best knowledge of current events and actions that the Company may undertake in the future. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.

 

Disclosure of interests in other entities

 

To assess the investment in Celly, judgment was required to determine if the Company has significant influence or control of Celly. The Company considered the relevant guidance in IFRS 10 – Consolidated Financial Statements, IAS 24 – Related Party Disclosures and IAS – 28 Investments in Associates and Joint Ventures.

 

Judgment is applied in determining when the Company controls an investment even if the Company holds less than a majority of the investee’s voting rights (the existence of de facto control). The Company concluded it has control of Celly even though the Company only held 25.71% of the voting rights as of June 30, 2024 (December 31, 2023 – 26.15%). The Company concluded it has control of Celly as the Company, together with persons or entities considered to be de facto agents of the Company, held a combined 57.45% (December 31, 2023 - 52.05%) of the voting rights of Celly. In addition, key management personnel of the Company hold three of the four board of director positions of Celly. The assessment of control is performed on a continuous basis. The Company determined that it obtained control of Celly on July 31, 2023, and control was maintained from July 31, 2023, through June 30, 2024. Celly is significantly dependent on the Company as a result of the License Agreement and the loan. The NCI component of Celly is included as a separate component in equity (Note 13).

New standards, amendments and interpretations not yet adopted by the Company

 

IFRS 16 – Leases (“IFRS 16”)

 

In September 2022, the IASB issued amendments to IFRS 16, Leases, which add to requirements explaining how a company accounts for a sale and leaseback after the date of the transaction.

 

The amendments are effective for annual reporting periods beginning on or after January 1, 2024. Earlier application is permitted. The amendment did not have a material impact on the financial statements.

 

All other IFRSs and amendments issued but not yet effective have been assessed by the Company and are not expected to have a material impact on the financial statements.

v3.24.2.u1
Other receivables
6 Months Ended
Jun. 30, 2024
Other receivables  
Other receivables

3. Other receivables

 

The Company’s other receivables are comprised of the following:

 

 

 

June 30, 2024

 

 

December 31, 2023

 

 

 

 $

 

 

$

 

Sales tax recoverable

 

 

82,772

 

 

 

209,550

 

Interest receivable

 

 

393

 

 

 

15,511

 

Other receivables

 

 

3,703

 

 

 

3,703

 

 

 

 

86,868

 

 

 

228,764

 

v3.24.2.u1
Prepaid expenses and deposits
6 Months Ended
Jun. 30, 2024
Prepaid expenses and deposits

4. Prepaid expenses and deposits

 

The Company’s prepaid expenses and deposits include the following:

 

 

 

June 30, 2024

 

 

December 31, 2023

 

 

 

$

 

 

$

 

Research and development

 

 

-

 

 

 

30,705

 

Insurance

 

 

57,767

 

 

 

60,999

 

Other prepaids and deposits

 

 

72,657

 

 

 

63,709

 

 

 

 

130,424

 

 

 

155,413

 

v3.24.2.u1
Finance receivables
6 Months Ended
Jun. 30, 2024
Finance receivables  
Finance receivables

5. Finance receivables

 

Finance receivables consist of secured loan receivables measured at amortized cost, net of allowance for expected credit losses.

 

Finance receivables as at June 30, 2024 are as follows:

 

 

 

 

$

 

Balance – January 1, 2024

 

 

8,095,354

 

Add: Interest income

 

 

504,434

 

Less: Interest payments

 

 

(492,555)

Less: Principal payments

 

 

(1,730,872)

Effects of foreign exchange

 

 

99,843

 

Balance – June 30, 2024

 

 

6,476,204

 

Current

 

 

6,476,204

 

Non-current

 

 

-

 

Balance – June 30, 2024

 

 

6,476,204

 

 

Allowances for expected credit losses as at June 30, 2024, were $nil (December 31, 2023 - $nil). Finance receivables earn fees at fixed rates and have an average term to maturity of two years from the date of issuance. The loans are secured by residential property with a first or second collateral mortgage on the secured property, except for the loan issued to a related party (Note 18). Loans are issued up to 55% of the initial appraised value of the secured property at the time of issuance.

Finance receivables include the following as at June 30, 2024:

 

 

 

June 30, 2024

 

 

 

$

 

Minimum payments receivable

 

 

6,605,516

 

Unearned income

 

 

(129,312)

Net investment

 

 

6,476,204

 

Allowance for credit losses

 

 

 

Finance receivables, net

 

 

6,476,204

 

 

As at June 30, 2024, all loans were classified as level 1 within the fair value hierarchy – quoted market price and there were no changes between levels during the period.

v3.24.2.u1
Investments
6 Months Ended
Jun. 30, 2024
Investments  
Investments

6. Investments

 

The following tables outline changes in investments during the periods:

 

Entity

 

Instrument

 

Note

 

Balance at December 31, 2023

 

Additions

 

Redemptions

 

Effects of foreign exchange

 

Balance at June 30, 2024

 

 

 

 

 

 

 

$

 

$

 

 

 

$

 

$

 

Solarvest BioEnergy Inc.

 

Shares

 

(i)

 

                    —

 

                 —

 

                 —

 

 

                   —

 

Solarvest BioEnergy Inc.

 

Convertible debenture

 

(i)

 

                    —

 

                 —

 

                 —

 

                 —

 

                   —

 

A2ZCryptoCap Inc.

 

Shares

 

(ii)

 

              6,049

 

                 —

 

— 

 

             (204)

 

             5,845

 

Royal Bank of Canada

 

GIC

 

(iii)

 

          756,100

 

                 —

 

       (738,000)

 

        (18,100)

 

                   —

 

Royal Bank of Canada

 

GIC

 

(iv)

 

                    —

 

         21,918

 

 

                 —

 

           21,918

 

 

 

 

 

 

 

          762,149

 

         21,918

 

       (738,000)

 

        (18,304)

 

           27,763

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 Current

 

           21,918

 

 

 

 

 

 

 

 

 

 

 

 

 

 Non-Current

 

             5,845

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

           27,763

 

 

(i) Solarvest BioEnergy Inc. (“Solarvest”)

 

The Company holds 3,000,000 common shares of Solarvest and a convertible debenture with a principal amount of C$2,400,000 maturing on May 31, 2024. The convertible debenture can be converted into common shares of Solarvest at a price of $1.00 per share.

 

As at June 30, 2024, the fair value of the shares was determined to be $nil (December 31, 2023 - $nil) given the halt in trading of Solarvest’s shares as a result of the entity failing to maintain a transfer agent and due to the significant financial and operational challenges being faced by the entity. Similarly, the fair value of the convertible debenture was determined to be $nil as at June 30, 2024. The shares have been classified as level 1 within the fair value hierarchy – quoted market price, and the convertible debenture has been classified as level 2 – valuation technique with observable market inputs.

(ii) A2ZCryptoCap Inc. (“A2Z”)

 

On June 23, 2022, the Company acquired 80,000 shares of A2Z for C$0.10 per share. As at June 30, 2024, the fair value of the shares was determined based on the quoted market price of the shares of C$0.10 per share (December 31, 2023 – C$0.10). The shares have been classified as level 1 within the fair value hierarchy – quoted market price.

 

(iii) On August 9, 2023, the Company purchased a Guaranteed Investment Certificate (“GIC”) in the amount of $744,500 from Royal Bank of Canada (“RBC”) with a maturity date of August 9, 2024. The GIC pays variable interest based on RBC’s Prime Interest Rate minus 2.00%. The GIC has been classified as level 2 – valuation technique with observable market inputs. During the six months June 30, 2024, the Company redeemed the full amount for gross proceeds of $738,000. The balance outstanding as at June 30, 2024 is $nil.  

 

iv) On February 14, 2024, the Company purchased a GIC in the amount of $22,140 from RBC with a maturity date of February 14, 2025. The GIC pays variable interest of 4.75% per annum. As of June 30, 2024, the balance outstanding is $21,918, The GIC has been classified as level 2 – valuation technique with observable market inputs.

v3.24.2.u1
Intangible assets
6 Months Ended
Jun. 30, 2024
Intangible assets  
Intangible assets

7. Intangible assets

 

Intangible assets as at June 30, 2024 are as follows:

 

Cost

 

Innovet

 

 

Prismic

 

 

Lucid

 

 

Total

 

As at December 31, 2022

 

 

750,000

 

 

 

19,201,493

 

 

 

6,314,571

 

 

 

26,266,064

 

Impairment

 

 

(750,000)

 

 

(19,201,493)

 

 

 

 

 

(19,951,493)

As at December 31, 2023 and June 30, 2024

 

 

 

 

 

 

 

 

6,314,571

 

 

 

6,314,571

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accumulated amortization

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

As at December 31, 2022

 

 

229,933

 

 

 

13,457,622

 

 

 

538,220

 

 

 

14,225,775

 

Amortization

 

 

39,971

 

 

 

1,904,348

 

 

 

420,664

 

 

 

2,364,983

 

Impairment

 

 

(269,904)

 

 

(15,361,970)

 

 

 

 

 

(15,631,874)

As at December 31, 2023

 

 

 

 

 

 

 

 

958,884

 

 

 

958,884

 

Amortization

 

 

 

 

 

 

 

 

209,755

 

 

 

209,755

 

As at June 30, 2024

 

 

 

 

 

 

 

 

1,168,639

 

 

 

1,168,639

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net book value

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

As at December 31, 2023

 

 

 

 

 

 

 

 

5,355,687

 

 

 

5,355,687

 

As at June 30, 2024

 

 

 

 

 

 

 

 

5,145,932

 

 

 

5,145,932

 

 

The Company’s intangible asset for Lucid represents the license agreement with the University Health Network giving the Company world-wide exclusive rights to the Lucid-MS compound and related patents.

v3.24.2.u1
Trade and other payables
6 Months Ended
Jun. 30, 2024
Trade and other payables  
Trade and other payables

8. Trade and other payables

 

Trade and other payables consist of the following:

 

 

 

June 30, 2024

 

 

December 31, 2023

 

 

 

$

 

 

$

 

Trade payables

 

 

3,603,059

 

 

 

3,240,658

 

Accrued liabilities (i)

 

 

816,608

 

 

 

954,371

 

 

 

 

4,419,667

 

 

 

4,195,029

 

 

(i) Accrued liabilities consist of the following:

 

 

 

June 30, 2024

 

 

December 31, 2023

 

 

 

$

 

 

$

 

Operational expenses

 

 

279,034

 

 

 

71,953

 

Professional and other fees

 

 

128,381

 

 

 

473,225

 

Accrued interest

 

 

409,193

 

 

 

409,193

 

 

 

 

816,608

 

 

 

954,371

 

v3.24.2.u1
Warrants Liability
6 Months Ended
Jun. 30, 2024
Warrants Liability

9. Warrants Liability

 

In August 2020, the Company issued 2,762,430 Class B shares and 1,381,215 warrants to purchase Class B shares for total cash proceeds of $9,999,997. Each warrant is exercisable to purchase one Class B share of the Company at an exercise price of $4.26 per share and expire five years from the date of issuance. The fair value of these warrants is classified as Level 2 in the fair value hierarchy.

 

On initial recognition the Company determined that these warrants did not meet the IFRS definition of equity due to the exercise price being denominated in United States dollar, which was not the functional currency of the Company at the time resulting in variability in exercise price. The change in functional currency on October 1, 2020, was determined to be a change in circumstance and, as such, the Company has made an accounting policy choice to continue to recognize the warrants as a financial liability classified at fair value through profit or loss.

 

The fair value of the warrants liability as at June 30, 2024, was $1 (December 31, 2023 – $31,338) resulting in a gain on change in fair value of $31,337 for the six months ended June 30, 2024 (2023 – $121,243). The fair value was determined using the Black-Scholes option pricing model and the following assumptions as at:

 

 

 

 June 30, 2024

 

 

 December 31, 2023

 

Share price

 

$0.16

 

 

$0.92

 

Exercise price

 

$4.26

 

 

$4.26

 

Expected dividend yield

 

 

-

 

 

 

-

 

Risk free interest rate

 

 

4.02

 

 

 

3.91%

Expected life

 

 

1.10

 

 

 

1.60

 

Expected volatility

 

 

70%

 

 

66%
v3.24.2.u1
Notes payable
6 Months Ended
Jun. 30, 2024
Notes payable

10. Notes payable

 

As at June 30, 2024, the Company has total notes payable balance of $615,562 (December 31, 2023 - $300,549). During the six months ended June 30, 2024, the Company issued a note payable of $290,387 (AUD $440,000) to RH Capital Finance CO LLC, with an interest rate of 16.0% per annum and maturing in June 2024. During the six months ended June 30, 2024, the Company accrued interest of $24,626. The total balance including interest was received subsequent to June 30, 2024. This loan allows the Company to access liquidity with respect to the Australian tax rebate scheme structure. The remaining note payable balance of $300,549 was assumed on acquisition of Prismic and is due on demand.

v3.24.2.u1
Share capital
6 Months Ended
Jun. 30, 2024
Share capital  
Share capital

11. Share capital

 

[a] Authorized

 

The Company is authorized to issue an unlimited number of Class A multiple voting shares ("Class A shares") and an unlimited number of Class B subordinate voting shares ("Class B shares"), all without par value. All shares are ranked equally regarding the Company's residual assets.

 

The holders of Class A shares are entitled to 276,660 votes per Class A share held. Class A shares are held by the Chief Executive Officer (“CEO”), President, Executive Co-Chairman of the Board and the Director and Executive Co-Chairman of the Board. The holders of Class B shares are entitled to one (1) vote per share held.

 

[b] Issued and outstanding

 

Reconciliation of the Company’s share capital is as follows:

 

 

 

Class A shares

 

 

Class B shares

 

 

Warrants

 

 

 

#

 

 

$

 

 

#

 

 

$

 

 

#

 

 

$

 

Balance, December 31, 2022

 

 

72

 

 

 

151,588

 

 

 

38,504,210

 

 

 

143,258,972

 

 

 

6,482,093

 

 

 

2,142,400

 

Share repurchase [a]

 

 

 

 

 

 

 

 

(1,904,700)

 

 

(7,165,356)

 

 

 

 

 

 

Warrants issued [b]

 

 

 

 

 

 

 

 

 

 

 

 

 

 

3,925,000

 

 

 

1,231,980

 

PSU converted to shares [c]

 

 

 

 

 

 

 

 

2,420,104

 

 

 

1,180,070

 

 

 

 

 

 

 

Share options exercised [d]

 

 

 

 

 

 

 

 

21,000

 

 

 

33,247

 

 

 

 

 

 

 

Warrants expired [e]

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(7,311)

 

 

(138,885)

Balance, June 30, 2023

 

 

72

 

 

 

151,588

 

 

 

39,040,614

 

 

 

137,306,933

 

 

 

10,399,782

 

 

 

3,235,495

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, December 31, 2023

 

 

72

 

 

 

151,622

 

 

 

39,376,723

 

 

 

137,626,863

 

 

 

10,324,043

 

 

 

2,723,356

 

Shares issued [f]

 

 

 

 

 

 

 

 

6,798,358

 

 

 

2,139,808

 

 

 

 

 

 

 

Shares for debt [g]

 

 

 

 

 

 

 

 

1,139,304

 

 

 

685,051

 

 

 

 

 

 

 

Warrants expired [h]

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1,350,000)

 

 

(286,189)

Share options exercised [i]

 

 

 

 

 

 

 

 

94,000

 

 

 

102,563

 

 

 

 

 

 

 

Balance, June 30, 2024

 

 

72

 

 

 

151,622

 

 

 

47,408,385

 

 

 

140,554,285

 

 

 

8,974,043

 

 

 

2,437,167

 

 

Activity during the six months ended June 30, 2023:

 

 

[a]

During the six months ended June 30, 2023, the Company repurchased and canceled 1,904,700 Class B shares at prevailing market prices as part of its share repurchase program.

 

 

 

 

[b]

During the six months ended June 30, 2023, the Company issued 3,925,000 warrants for consulting services with a fair value of $1,384,553. The Company recognized $1,231,980 as expense during the six months ended June 30, 2023, with the remaining $152,573 to be recognized over the vesting period of certain warrants. The Company determined the fair value of the services received could not be measured reliably and determined the fair value using the Black-Scholes model.

 

 

 

 

[c]

During the six months ended June 30, 2023, the Company converted 2,420,104 PSUs to Class B shares following the completion of the vesting condition on January 6, 2023, the filing of the MS Phase 1 IND.

 

 

 

 

[d]

During the six months ended June 30, 2023, 21,000 share options were exercised with an exercise price of C$1.30 in exchange for 21,000 Class B Common shares.

 

 

 

 

[e]

During the six months ended June 30, 2023, 7,311 warrants expired unexercised.

Activity during the six months ended June 30, 2024:

 

 

[f]

During the six months ended June 30, 2024, the Company entered into an at-the-market offering agreement (the “ATM Agreement”) to sell Class B shares, having an aggregate offering price up to $11,154,232. During the six months ended June 30, 2024, the Company issued 6,798,358 common shares for gross proceeds of $2,234,790. A cash commission of $67,044, based on 3.0% of the aggregate gross proceeds, plus other trading expenses of $27,938, resulted in total share issuance costs of $94,982. The net proceeds from this raise were $2,139,808.

 

 

 

 

[g]

In March 2024, the Company settled an aggregate of $524,324 (C$637,750) of amounts owing to an arm’s length creditor through the issuance of 600,000 Class B shares at a price of $0.903 per Class B share for total value of $541,800. Included in this amount is 55,000 Class B shares issued pursuant to the conversion of RSUs, which vested immediately upon grant (Note 12). Each RSU entitled the holder to acquire one Class B share of the Company upon vesting. The Company incurred a loss on settlement of debt of $17,476 as the share price on the date of issuance was higher than the price stated in the agreement.

 

 

 

 

In February 2024, the Company issued 39,304 Class B shares at a deemed price of $0.86 per Class B share to settle an aggregate amount of $33,636 owing to an arm’s length creditor.

 

 

 

 

In June 2024, the Company settled an aggregate of $109,614 (C$150,000) of amounts owing to arm’s length creditors through the issuance of 500,000 Class B shares at a price of $0.22 per Class B share for total value of $109,614. The agreements state that the creditors will accept shares as payment and settlement of debt, provided that upon selling the debt settlement shares, the creditors have received net proceeds from the sale equal to the debt. For any losses, if any, calculated as the total debt minus the net proceeds, shall be added back to the debt amount on a dollar-for-dollar basis by the amount of the loss. As at June 30, 2024, there were amounts remaining in payables for these creditors.

 

 

 

 

[h]

During the six months ended June 30, 2024, 1,350,000 warrants expired unexercised.

 

 

 

 

[i]

During the six months ended June 30, 2024, 94,000 share options were exercised with a price of $1.10 (C$1.50) in exchange for 94,000 Class B Common shares. The shares were issued in exchange for services.

 

The changes in the number of warrants outstanding during the six months ended June 30, 2024, and 2023:

 

 

 

 Number of warrants

 

 

 Weighted average exercise price

 

 

 

#

 

 

 C$

 

Outstanding as at December 31, 2022

 

 

6,482,093

 

 

 

5.48

 

Issued

 

 

3,925,000

 

 

 

4.58

 

Expired

 

 

(7,311)

 

 

16.08

 

Outstanding as at June 30, 2023

 

 

10,399,782

 

 

 

5.05

 

 

 

 

 

 

 

 

 

 

Outstanding as at December 31, 2023

 

 

10,324,043

 

 

 

5.05

 

Expired

 

 

(1,350,000)

 

 

3.57

 

Outstanding as at June 30, 2024

 

 

8,974,043

 

 

 

5.89

 

Measurement of fair values

 

There were no warrants granted during the six months ended June 30, 2024.

 

The fair value of the warrants issued during the six months ended June 30, 2024 and 2023, were estimated at the date of grant using the Black-Scholes option pricing model with the following inputs:

 

 

 

2024

 

 

2023

 

Grant date share price

 

 

 

 

C$1.44 - C$2.29

 

Exercise price

 

 

 

 

C$1.50 - C$10.82

 

Expected dividend yield

 

 

 

 

 

 

Risk free interest rate

 

 

 

 

3.08% - 4.26%

 

Expected life

 

 

 

 

1 - 5 years

 

Expected volatility

 

 

 

 

64% - 109%

 

 

The following table is a summary of the Company’s warrants outstanding as at June 30, 2024:

 

 

 

 

 

Exercise price

 

Number outstanding

Expiry Date

 

 

 

C$

 

#

February 27, 2025

 

(i)

 

2.40

 

400,000

February 27, 2025

 

(i)

 

5.47

 

400,000

February 27, 2025

 

(i)

 

10.95

 

200,000

May 15, 2025

 

 

 

1.50

 

37,500

May 15, 2025

 

 

 

3.00

 

37,500

May 23, 2025

 

 

 

1.50

 

50,000

March 24, 2025

 

(i)

 

2.40

 

400,000

March 24, 2025

 

(i)

 

5.47

 

400,000

March 24, 2025

 

(i)

 

10.95

 

200,000

May 4, 2025

 

 

 

26.73

 

3,730

May 10, 2025

 

 

 

26.73

 

1,865

May 17, 2025

 

 

 

26.73

 

3,730

May 31, 2025

 

 

 

26.73

 

1,865

June 8, 2025

 

 

 

9.65

 

1,500,000

August 6, 2025

 

(i)

 

7.75

 

1,381,215

October 20, 2025

 

(i)

 

4.53

 

3,454,543

January 16, 2026

 

 

 

26.73

 

1,722

January 20, 2026

 

 

 

26.73

 

373

May 15, 2028

 

 

 

1.50

 

500,000

 

 

 

 

5.89

 

8,974,043

 

 

(i)

Warrants were issued in US$

v3.24.2.u1
Share-based compensation
6 Months Ended
Jun. 30, 2024
Share-based compensation  
Share-based compensation

12. Share-based compensation

 

The Company has established a share option plan (the “Option Plan”) for directors, officers, employees and consultants of the Company. The Company’s Board determines, among other things, the eligibility of individuals to participate in the Option Plan, the term and vesting periods, and the exercise price of options granted to individuals under the Option Plan.

 

Each share option converts into one common share of the Company on exercise. No amounts are paid or payable by the individual on receipt of the option. The options carry neither rights to dividends nor voting rights. Options may be exercised at any time from the date of vesting to the date of their expiry.

 

[i] Share-based payment arrangements

 

During the six months ended June 30, 2024, the Company granted 800,000 (2023 – 2,488,000) share options to consultants of the Company.

 

The changes in the number of share options outstanding during the six months ended June 30, 2024, and 2023, were as follows:

 

 

 

 Number of options

 

 

 Weighted average exercise price

 

 

 

#

 

 

 C$

 

Outstanding as at December 31, 2023

 

 

2,460,615

 

 

 

1.56

 

Granted

 

 

800,000

 

 

 

1.50

 

Exercised

 

 

(94,000)

 

 

1.50

 

Expired

 

 

(58,735)

 

 

5.43

 

Outstanding as at June 30, 2024

 

 

3,107,880

 

 

 

1.48

 

Exercisable as at June 30, 2024

 

 

2,666,463

 

 

 

1.47

 

 

 

 

 Number of options

 

 

 Weighted average exercise price

 

 

 

#

 

 

 C$

 

Outstanding as at December 31, 2022

 

 

418,529

 

 

 

3.71

 

Granted

 

 

2,488,000

 

 

 

1.52

 

Forfeited

 

 

(55,000)

 

 

1.63

 

Exercised

 

 

(21,000)

 

 

1.30

 

Expired

 

 

(118,143)

 

 

6.89

 

Outstanding as at June 30, 2023

 

 

2,712,386

 

 

 

1.63

 

Exercisable as at June 30, 2023

 

 

2,538,634

 

 

 

1.57

 

 

During the six months ended June 30, 2024, $32,595 (2023 - 118,143) share options related to former officers and employees who are no longer with the Company expired. Individuals who are no longer with the Company have 30 days after their last day to exercise any vested share options. Vested options that remain unexercised after 30 days

expire.

Measurement of fair values

 

The fair value of share options granted during the six months ended June 30, 2024, and 2023, were estimated at the date of grant using the Black-Scholes option pricing model with the following inputs:

 

 

 

 2024

 

 

 2023

 

Grant date share price

 

 C$1.11-C$1.20

 

 

 C$1.28 - $C2.30

 

Exercise price

 

C$1.50

 

 

 C$1.30 - $C2.45

 

Expected dividend yield

 

 

 

 

 

 

Risk free interest rate

 

3.98% - 4.20%

 

 

2.88% - 3.99%

 

Expected life

 

 2 years

 

 

 3 - 5 years

 

Expected volatility

 

 

66%

 

95% - 110%

 

 

Expected volatility was estimated by using the annualized historical volatility of the Company. The expected option life represents the period that options granted are expected to be outstanding. The risk-free interest rate is based on Canadian government bonds with a remaining term equal to the expected life of the options.

 

The following table is a summary of the Company’s share options outstanding as at June 30, 2024:

 

Options outstanding

 

 

Options exercisable

 

Exercise price

 

 

Number outstanding

 

 

Weighted average remaining contractual life [years]

 

 

Exercise price

 

 

Number exercisable

 

C$

 

 

#

 

 

#

 

 

C$

 

 

#

 

 

1.30

 

 

 

2,000,000

 

 

 

3.82

 

 

 

1.30

 

 

 

2,000,000

 

 

1.50

 

 

 

706,000

 

 

 

1.82

 

 

 

1.50

 

 

 

285,333

 

 

1.70

 

 

 

67,980

 

 

 

1.62

 

 

 

1.70

 

 

 

67,980

 

 

2.38

 

 

 

15,000

 

 

 

1.91

 

 

 

2.38

 

 

 

15,000

 

 

2.41

 

 

 

15,000

 

 

 

1.98

 

 

 

2.41

 

 

 

15,000

 

 

2.45

 

 

 

294,000

 

 

 

1.90

 

 

 

2.45

 

 

 

274,000

 

 

2.91

 

 

 

5,150

 

 

 

1.75

 

 

 

2.91

 

 

 

5,150

 

 

3.86

 

 

 

4,750

 

 

 

2.73

 

 

 

3.86

 

 

 

4,000

 

 

1.48

 

 

 

3,107,880

 

 

 

3.11

 

 

 

1.47

 

 

 

2,666,463

 

 

[ii] Performance Share Units (“PSUs”) and Restrictive Share Units (“RSUs”)

 

In May 2022, the Company established a performance share unit plan (“PSU Plan”) and a restrictive unit plan (“RSU Plan”), for directors, offers, employees and consultants of the Company. The Company’s Board determines the eligibility of individuals to participate in the PSU Plan and RSU Plan to align their interests with those of the Company’s shareholders.

 

No amounts are paid or payable by the individual on receipt of the PSUs and RSUs. Each PSU and RSU converts into one common share of the Company at $nil exercise price. The Company’s PSU Plan and RSU Plan provides that the number of common shares reserved for issuance may not exceed 10% of the aggregate number of common shares that are outstanding unless the Board has increased such limit by a Board resolution.

PSUs

 

There were no PSUs issued during the six months ended June 30, 2024. As at June 30, 2024, there were no PSUs outstanding (December 31, 2023 – nil).

 

During the six months ended June 30, 2023, the Company converted 2,420,104 PSUs to Class B shares. The PSUs were fully vested as of January 6, 2023, upon the filing of the MS Phase 1 IND. During the six months ended June 30, 2023, the Company granted 400,000 PSUs to independent directors who are no longer with the Company.

 

RSUs

 

On February 23, 2024, the Company granted 55,000 RSUs pursuant to the shares for debt transaction (Note 11). The RSUs vested immediately upon grant and 55,000 Class B shares were issued with a total fair value of $49,665, which was determined based on the share price of the Company on the date of the grant.

 

The change in the number of RSUs during the six months ended June 30, 2024, is as follows:

 

 

 

 Number of RSUs

 

 

 

 #

 

Outstanding as at December 31, 2023

 

 

 

Granted

 

 

55,000

 

Converted to common shares

 

 

(55,000)

Outstanding as at June 30, 2024

 

 

 

 

The Company recognized share-based compensation as follows:

 

 

 

For the three months ended June 30,

 

 

For the six months ended June 30,

 

 

 

2024

 

 

2023

 

 

2024

 

 

2023

 

 

 

 $

 

 

$

 

 

 $

 

 

$

 

Share options

 

 

111,524

 

 

 

65,992

 

 

 

169,267

 

 

 

1,919,695

 

PSUs

 

 

 

 

 

 

 

 

 

 

 

458,253

 

Warrants issued for services

 

 

 

 

 

337,401

 

 

 

 

 

 

1,231,980

 

 

 

 

111,524

 

 

 

403,393

 

 

 

169,267

 

 

 

3,609,928

 

v3.24.2.u1
Non-controlling interests
6 Months Ended
Jun. 30, 2024
Non-controlling interests

13. Non-controlling interests

 

Through the License Agreement, FSD acquired 34.66% of Celly on July 31, 2023. As of June 30, 2024, the Company has a 25.71% (December 31, 2023 – 26.15%) ownership interest in Celly through common shares held in Celly. The non-controlling interest represents the common shares of Celly not attributable to the Company.  

 

Reconciliation of non-controlling interest is as follows:

 

Balance, December 31, 2023

 

 

(327,501)

Net loss for the period

 

 

(428,633)

Balance, June 30, 2024

 

 

(756,134)
v3.24.2.u1
Loss per share
6 Months Ended
Jun. 30, 2024
Loss per share

14. Loss per share

 

Net loss per common share represents net loss attributable to common shareholders divided by the weighted average number of common shares outstanding during the period.

 

For all the periods presented, diluted loss per share equals basic loss per share due to the anti-dilutive effect of warrants, share options, PSUs and RSUs. The outstanding number and type of securities that could potentially dilute basic net loss per share in the future but would have decreased the loss per share (anti-dilutive) for the six months ended June 30, 2024, and 2023, are as follows:

 

 

 

June 30,

2024

 

 

June 30,

2023

 

 

 

#

 

 

#

 

Warrants

 

 

8,974,043

 

 

 

10,399,782

 

Share Options

 

 

3,107,880

 

 

 

2,712,386

 

PSUs

 

 

 

 

 

400,000

 

 

 

 

12,081,923

 

 

 

13,512,168

 

v3.24.2.u1
General and administrative
6 Months Ended
Jun. 30, 2024
General and administrative  
General and administrative

15. General and administrative

 

Components of general and administrative expenses for the three and six months ended June 30, 2024, and 2023 were as follows:

 

 

 

For the three months ended June 30,

 

 

For the six months ended June 30,

 

 

 

2024

 

 

2023

 

 

2024

 

 

2023

 

 

 

$

 

 

$

 

 

$

 

 

$

 

Professional fees

 

 

958,377

 

 

 

814,488

 

 

 

1,816,800

 

 

 

1,408,774

 

Investor relations

 

 

561,054

 

 

 

100,158

 

 

 

833,216

 

 

 

347,550

 

Salaries, wages and benefits

 

 

436,687

 

 

 

465,899

 

 

 

816,139

 

 

 

1,095,926

 

Consulting fees

 

 

204,492

 

 

 

269,067

 

 

 

423,453

 

 

 

825,871

 

Office and general administrative

 

 

163,958

 

 

 

691,102

 

 

 

350,029

 

 

 

1,313,418

 

Foreign exchange loss (gain)

 

 

(14,285)

 

 

(469,956)

 

 

(10,142)

 

 

(404,004)

 

 

 

2,310,283

 

 

 

1,870,758

 

 

 

4,229,495

 

 

 

4,587,535

 

v3.24.2.u1
Segment information
6 Months Ended
Jun. 30, 2024
Segment information

16. Segment information

 

Reportable segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker, with appropriate aggregation. The chief operating decision maker is the CEO who is responsible for allocating resources, assessing the performance of the reportable segment and making key strategic decisions. The Company operates in two segments: Biopharmaceutical and Strategic Investments.

 

The Company’s Biopharmaceutical segment is focused on furthering the research and development of the Company’s drug candidates and the development of a treatment for alcohol misuse for application in hospitals and other medical practices. The Biopharmaceutical segment primarily earns interest income on excess cash on hand invested in short-term guaranteed investment certificates.

 

The Company’s Strategic Investments segment is focused on generating returns and cash flow through the issuance of loans secured by residential property, with FSD Strategic Investments having a first or second collateral mortgage on the secured property. 

 

The following tables summarize the Company's total current and non-current assets and current and non-current liabilities as of June 30, 2024, and December 31, 2023, on a segmented basis:

 

 

 

As at June 30, 2024

 

 

 

Biopharmaceutical

 

 

Strategic Investments

 

 

Total

 

 

 

$

 

 

$

 

 

$

 

Current assets

 

 

3,545,851

 

 

 

6,476,204

 

 

 

10,022,055

 

Non-current assets

 

 

5,224,894

 

 

 

 

 

 

5,224,894

 

Current liabilities

 

 

5,044,864

 

 

 

 

 

 

5,044,864

 

Non-current liabilities

 

 

 

 

 

 

 

 

 

 

 

 

As at December 31, 2023

 

 

 

Biopharmaceutical

 

 

Strategic Investments

 

 

Total

 

 

 

$

 

 

$

 

 

$

 

Current assets

 

 

3,897,317

 

 

 

7,187,988

 

 

 

11,085,305

 

Non-current assets

 

 

5,482,157

 

 

 

907,366

 

 

 

6,389,523

 

Current liabilities

 

 

4,565,566

 

 

 

 

 

 

4,565,566

 

Non-current liabilities

 

 

 

 

 

 

 

 

 

 

The following tables summarize the Company's interest income, total operating expenses, and net loss for the three and six months ended June 30, 2024 and 2023 on a segmented basis:

 

 

 

For the six months ended June 30, 2024

 

 

 

Biopharmaceutical

 

 

Strategic Investments

 

 

Total

 

 

 

$

 

 

$

 

 

$

 

Interest expense (income)

 

 

12,109

 

 

 

(289,057)

 

 

(276,948)

Total operating expenses

 

 

5,713,717

 

 

 

245

 

 

 

5,713,962

 

Net (loss) income

 

 

(5,732,736)

 

 

288,812

 

 

 

(5,443,924)

 

 

 

For the three months ended June 30, 2024

 

 

 

Biopharmaceutical

 

 

Strategic Investments

 

 

Total

 

 

 

$

 

 

$

 

 

$

 

Interest expense (income)

 

 

31,266

 

 

 

(135,690)

 

 

(104,424)

Total operating expenses

 

 

3,456,556

 

 

 

50

 

 

 

3,456,606

 

Net (loss) income

 

 

(3,488,139)

 

 

135,640

 

 

 

(3,352,499)

 

 

 

For the six months ended June 30, 2023

 

 

 

Biopharmaceutical

 

 

Strategic Investments

 

 

Consolidated

 

 

 

$

 

 

$

 

 

$

 

Interest income

 

 

(171,303)

 

 

(287,201)

 

 

(458,504)

Total operating expenses

 

 

18,676,314

 

 

 

181

 

 

 

18,676,495

 

Net loss

 

 

(15,065,658)

 

 

(382,164)

 

 

(15,447,822)

 

 

For the three months ended June 30, 2023

 

 

 

Biopharmaceutical

 

 

Strategic Investments

 

 

Consolidated

 

 

 

$

 

 

$

 

 

$

 

Interest income

 

 

(34,787)

 

 

(151,376)

 

 

(186,163)

Total operating expenses

 

 

8,831,414

 

 

 

106

 

 

 

8,831,520

 

Net loss

 

 

(5,243,879)

 

 

(246,414)

 

 

(5,490,293)
v3.24.2.u1
Commitments and contingencies
6 Months Ended
Jun. 30, 2024
Commitments and contingencies  
Commitments and contingencies

17. Commitments and contingencies

 

Commitments

 

Lucid-MS Agreement

 

The Company has entered into a license agreement that governs the Lucid-MS compound. Under the terms of the agreement, the Company shall pay a yearly license maintenance fee of C$100,000 until the first commercial sale of a product is made.

 

Under the agreement the Company is committed to minimum milestone payments of $nil and maximum milestone payments of C$12,500,000 if all product development and regulatory milestones are met. Furthermore, the Company is also responsible to pay revenue milestone payments and royalties if revenue milestones from commercial sales are achieved. Milestones can be extended by mutual agreement. No payments have been made to date related to these milestones.

 

Contingencies

 

Legal Matters

 

From time to time, the Company is named as a party to claims or involved in proceedings, including legal, regulatory and tax related, in the ordinary course of its business. While the outcome of these matters may not be estimable at the reporting date, the Company makes provisions, where possible, for the estimated outcome of such claims or proceedings. Should a loss result from the resolution of any claims or proceedings that differs from these estimates, the difference will be accounted for as a charge to the condensed consolidated interim statements of loss and comprehensive loss in that period.

 

GBB Drink Lab, Inc.

 

GBB Drink Lab, Inc. (“GBB”) has filed a complaint with the United States District Court of Southern District of Florida, Fort Lauderdale Division against FSD Biosciences, Inc. and FSD Pharma, Inc. claiming a material breach of a mutual non-disclosure agreement and misappropriation of trade secrets, which GBB claims has and continues to cause irreparable harm, valued, as of August 30, 2022 (prior to the misappropriation and material breach) at $53,047,000. On June 23, 2023, the Company filed a motion to dismiss the complaint. On July 3, 2023, GBB responded in opposition to the Company’s motion to dismiss the complaint. On August 24, 2023, the parties filed a proposed joint scheduling report with the U.S. District Court, which set forth various deadlines that would govern this action. Under the proposed joint schedule, which still needs to be approved by the U.S. District Court, the case would be trial-ready by June 2025.

 

The ultimate outcome of the matter cannot be determined at this time.

Raza Bokhari

 

On July 15, 2021, the Company’s former CEO, Raza Bokhari, filed a notice of arbitration seeking relief and support for breach of contract and severance and damages in the amount of $30,200,000, for aggravated and punitive damages in the amount of $500,000 and legal fees and disbursements associated with the arbitration.

 

Raza Bokhari was placed on administrative leave from his role as the Company’s Chief Executive Officer following the Company’s annual general and special meeting of shareholders on May 14, 2021, pending the outcome of an investigation of various concerns by a Special Committee comprised of independent directors using independent legal counsel. Upon the recommendation of the Special Committee, Raza Bokhari’s employment was terminated for cause by the Company’s board on July 27, 2021.

 

The Company disputed the allegations and counterclaimed against Raza Bokhari for losses sustained as a result of his alleged breaches of his duties to the Corporation. The arbitration hearing concluded in August 2022 and the arbitrator issued his decision in November 2022. Raza Bokhari’s claim for USD $30.2 million was dismissed in its entirety along with his claim that he had been wrongfully dismissed. The arbitrator ordered that Raza Bokhari repay certain monies to FSD Pharma, while also holding him responsible for FSD Pharma’s costs of the arbitration.

 

On December 9, 2022, Raza Bokhari filed an application in the Ontario Superior Court seeking to set aside the arbitral award of the court on the grounds that he was not treated equally and fairly and the arbitrator’s written award provided inadequate reasons for his decision.

 

On December 20, 2022, the Company’s legal counsel wrote to the Commercial List of the Ontario Superior Court of Justice seeking to transfer the application from the Civil List to the Commercial List. The request was granted on January 12, 2023.

 

On April 28, 2023, the court ordered the case to be heard at the Commercial List on September 27, 2023.

 

On September 27 and 28, 2023, the application to set aside the award and cost of ground of unfairness was dismissed. As Raza Bokhari lost the set aside application, the court ordered Raza Bokhari to pay the Company C$165,000 to cover the Company’s legal expenses.  

 

On October 13, 2023, Raza Bokhari filed a “Notice of Motion for Leave to Appeal” with the Court of Appeal for Ontario.

 

On December 15, 2023, the Company submitted a responding party’s factum to the Court of Appeal for Ontario.

 

On February 6, 2024, the Ontario Superior Court of Justice affirmed judgment and awarded an additional C$5,000 in costs considering Raza Bokhari’s failed motion for leave to appeal. As of the date hereof, the litigation is ongoing. 

 

On May 31, 2024, the United States District Court for the Eastern District of Pennsylvania confirmed FSD Pharma, Inc.’s Petition to Confirm Arbitration Awards entered against Dr. Raza Bokhari. On June 27, 2024, the US District Court for the Eastern District of Pennsylvania confirmed FSD Pharma’s motion for entry of judgement and granted judgement in favor of FSD Pharma Inc of approximately USD 3 million.

v3.24.2.u1
Related party transactions
6 Months Ended
Jun. 30, 2024
Related party transactions  
Related party transactions

18. Related party transactions

 

Key management personnel are those persons having the authority and responsibility for planning, directing and controlling activities of the entity, directly or indirectly.

Transactions with key management and directors comprised of the following:

 

 

a)

Director’s compensation for the three and six months ended June 30, 2024, was $33,201 and $99,716, respectively (2023 – $49,932 and $104,345).

 

 

 

 

b)

During the six months ended June 30, 2024, the Company granted Nil (2023 – 400,000) PSUs to independent members of the Board. As at June 30, 2024, the PSUs had fully vested upon the filing of the MS Phase 1 IND on January 6, 2023 and were settled with the issuance of Class B shares.

 

 

 

 

c)

During the six months ended June 30, 2024, the Company granted the previous interim CEO, the current CEO, the Chief Operating Officer (“COO”) and the CEO of Lucid, Nil (2023 – 500,000) share options each with an exercise price of C$1.30 and an expiry date of January 25, 2028. All options were fully vested on grant. Each share option can be exercised to acquire one Class B share.

 

 

 

 

d)

During the six months ended June 30, 2023, the Company entered into a secured loan agreement with the CEO for C$1,200,000, with monthly payments of C$6,000 based on an annual interest rate of 6%. The loan matures on April 26, 2025, and is part of FSD Strategic Investments’ portfolio of loans. The loan is secured by a second charge mortgage on the underlying residential property.

 

 

 

 

e)

During the six months ended June 30, 2023, the Company issued 1,000,000 warrants for consulting services to certain independent members of the Board of Directors with a fair value of $533,206, prior to them joining the Board of Directors. The Company determined the fair value of the services received could not be measured reliably and determined the fair value using the Black-Scholes model.

 

Key management personnel compensation during the three and six months ended June 30, 2024, and 2023 is comprised of:

 

 

 

For the three months ended June 30,

 

 

For the six months ended June 30,

 

 

 

2024

 

 

2023

 

 

2024

 

 

2023

 

 

 

$

 

 

$

 

 

$

 

 

$

 

Salaries, benefits, bonuses and consulting fees

 

 

152,286

 

 

 

354,614

 

 

 

476,528

 

 

 

672,444

 

Share-based payments

 

 

 

 

 

286,835

 

 

 

 

 

 

2,344,616

 

 

 

 

152,286

 

 

 

641,449

 

 

 

476,528

 

 

 

3,017,060

 

 

As at June 30, 2024, the Company owed an executive officer $Nil (December 31, 2023 - $140,012), for legal fees incurred by the Company and paid by the executive officer on behalf of the Company. The amount owed is recorded within trade and other payables.

 

As at June 30, 2024, the Company has $9,133 owing to related parties included in accounts payable and accrued liabilities (December 31, 2023 - $Nil).

v3.24.2.u1
Capital Management
6 Months Ended
Jun. 30, 2024
Capital Management  
Capital Management

19. Capital Management

 

The Company’s capital management objectives are to maintain financial flexibility to complete the research and development of a proprietary formulation of natural ingredients, vitamins, and minerals to help with liver and brain function for the purposes of quickly relieving individuals from the effects of alcohol consumption.

 

The Company defines capital as the aggregate of its capital stock and borrowings.

 

As at June 30, 2024, the Company’s share capital was $140,705,907 (December 31, 2023 – $137,778,485). The Company does not have any long-term debt. Outstanding notes payables were assumed on the acquisition of Prismic and are due on demand.

 

The Company manages its capital structure in accordance with changes in economic conditions. To maintain or adjust its capital structure, the Company may elect to issue or repay financial liabilities, issue shares, repurchase shares or undertake any other activities as deemed appropriate under specific circumstances. The Company is not subject to any externally imposed capital requirements.

v3.24.2.u1
Subsequent events
6 Months Ended
Jun. 30, 2024
Subsequent events  
Subsequent events

20. Subsequent Events

 

The Company issued three new loans secured by residential or commercial properties during July and August 2024

 

and renewed one existing loan in July 2024. The total amount of these loans was equivalent to $1,866,370

 

(C$2,585,000).

 

The Company generated total proceeds of approximately $5,542,952 through its ATM Agreement subsequent to June 30, 2024. The proceeds will be used in the normal course of business operations.

 

The Company issued a total of 950,000 Class B shares to settle debts owing to an arm’s length creditor subsequent to June 30, 2024.

 

On August 9, 2024, the Company announced a share consolidation and name change, effective August 15, 2024.

 

The Company will consolidate its shares on a 65:1 basis and change its name to "Quantum BioPharma Ltd." with a new trading symbol "QNTM" on both NASDAQ and CSE. This move aims to regain compliance with NASDAQ's minimum bid price requirement.

v3.24.2.u1
Basis of presentation (Policies)
6 Months Ended
Jun. 30, 2024
Basis of presentation  
Statement of compliance

These condensed consolidated interim financial statements (“financial statements’) were prepared using the same accounting policies and methods as those used in the Company’s audited consolidated financial statements for the year ended December 31, 2023. These financial statements have been prepared in compliance with IAS 34 – Interim Financial Reporting, as issued by the International Accounting Standards Board (“IASB”). Accordingly, certain disclosures normally included in annual financial statements prepared in accordance with International Financial Reporting Standards (“IFRS”) have been omitted or condensed. These financial statements should be read in conjunction with the Company’s audited consolidated financial statements for the year ended December 31, 2023.

 

These financial statements were approved and authorized for issuance by the Board of Directors (the “Board”) of the Company on August 12, 2024.

Functional currency and presentation currency

The financial statements of each company within the consolidated group are measured using their functional currency, which is the currency of the primary economic environment in which an entity operates. These condensed consolidated interim financial statements are presented in United States dollars ("USD"), which is the Company’s functional and presentation currency for all periods presented. The Company’s functional currency is the United States dollar and the functional currencies of its subsidiaries are as follows:

 

FSD Biosciences Inc.

 

United States Dollar

 

Prismic Pharmaceuticals Inc.

 

United States Dollar

 

FV Pharma Inc.

 

Canadian Dollar

 

Lucid Psycheceuticals Inc.

 

Canadian Dollar

 

FSD Strategic Investments Inc.

 

Canadian Dollar

 

FSD Pharma Australia Pty Ltd

 

Australian Dollar

 

Celly Nutrition Corp.

 

Canadian Dollar

 

HUGE Biopharma Australia Pty. Ltd.

 

Australian Dollar

Use of estimates and judgments

The preparation of these financial statements in conformity with IFRS requires management to make estimates, judgements and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, consistent with those disclosed in the audited consolidated financial statements for the year ended December 31, 2023 and described in these financial statements. Actual results could differ from these estimates.

 

Estimates are based on management’s best knowledge of current events and actions that the Company may undertake in the future. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.

 

Disclosure of interests in other entities

 

To assess the investment in Celly, judgment was required to determine if the Company has significant influence or control of Celly. The Company considered the relevant guidance in IFRS 10 – Consolidated Financial Statements, IAS 24 – Related Party Disclosures and IAS – 28 Investments in Associates and Joint Ventures.

 

Judgment is applied in determining when the Company controls an investment even if the Company holds less than a majority of the investee’s voting rights (the existence of de facto control). The Company concluded it has control of Celly even though the Company only held 25.71% of the voting rights as of June 30, 2024 (December 31, 2023 – 26.15%). The Company concluded it has control of Celly as the Company, together with persons or entities considered to be de facto agents of the Company, held a combined 57.45% (December 31, 2023 - 52.05%) of the voting rights of Celly. In addition, key management personnel of the Company hold three of the four board of director positions of Celly. The assessment of control is performed on a continuous basis. The Company determined that it obtained control of Celly on July 31, 2023, and control was maintained from July 31, 2023, through June 30, 2024. Celly is significantly dependent on the Company as a result of the License Agreement and the loan. The NCI component of Celly is included as a separate component in equity (Note 13).

New standards, amendments and interpretations not yet adopted by the Company

IFRS 16 – Leases (“IFRS 16”)

 

In September 2022, the IASB issued amendments to IFRS 16, Leases, which add to requirements explaining how a company accounts for a sale and leaseback after the date of the transaction.

 

The amendments are effective for annual reporting periods beginning on or after January 1, 2024. Earlier application is permitted. The amendment did not have a material impact on the financial statements.

 

All other IFRSs and amendments issued but not yet effective have been assessed by the Company and are not expected to have a material impact on the financial statements.

v3.24.2.u1
Nature of business (Tables)
6 Months Ended
Jun. 30, 2024
Nature of business  
Schedule of ownership percentage in subsidiaries

 

 

 

 

 

Ownership percentage as at

 

 

Ownership percentage as at

 

Entity Name

 

Country

 

 

June 30, 2024

 

 

December 31, 2023

 

 

 

 

 

 

%

 

 

%

 

FSD Biosciences Inc.

 

USA

 

 

 

100.00

 

 

 

100.00

 

Prismic Pharmaceuticals Inc.

 

USA

 

 

 

100.00

 

 

 

100.00

 

FV Pharma Inc.

 

Canada

 

 

 

100.00

 

 

 

100.00

 

Lucid Psycheceuticals Inc.

 

Canada

 

 

 

100.00

 

 

 

100.00

 

FSD Strategic Investments Inc.

 

Canada

 

 

 

100.00

 

 

 

100.00

 

FSD Pharma Australia Pty Ltd

 

Australia

 

 

 

100.00

 

 

 

100.00

 

Celly Nutrition Corp.

 

Canada

 

 

 

25.71

 

 

 

26.15

 

HUGE Biopharma Australia Pty. Ltd.

 

Australia

 

 

 

100.00

 

 

 

-

 

v3.24.2.u1
Other receivables (Tables)
6 Months Ended
Jun. 30, 2024
Other receivables  
Schedule of other receivables

 

 

June 30, 2024

 

 

December 31, 2023

 

 

 

 $

 

 

$

 

Sales tax recoverable

 

 

82,772

 

 

 

209,550

 

Interest receivable

 

 

393

 

 

 

15,511

 

Other receivables

 

 

3,703

 

 

 

3,703

 

 

 

 

86,868

 

 

 

228,764

 

v3.24.2.u1
Prepaid expenses and deposits (Tables)
6 Months Ended
Jun. 30, 2024
Schedule of prepaid expenses and deposits

 

 

June 30, 2024

 

 

December 31, 2023

 

 

 

$

 

 

$

 

Research and development

 

 

-

 

 

 

30,705

 

Insurance

 

 

57,767

 

 

 

60,999

 

Other prepaids and deposits

 

 

72,657

 

 

 

63,709

 

 

 

 

130,424

 

 

 

155,413

 

v3.24.2.u1
Finance receivables (Tables)
6 Months Ended
Jun. 30, 2024
Finance receivables  
Schedule of finance receivables

 

 

 

$

 

Balance – January 1, 2024

 

 

8,095,354

 

Add: Interest income

 

 

504,434

 

Less: Interest payments

 

 

(492,555)

Less: Principal payments

 

 

(1,730,872)

Effects of foreign exchange

 

 

99,843

 

Balance – June 30, 2024

 

 

6,476,204

 

Current

 

 

6,476,204

 

Non-current

 

 

-

 

Balance – June 30, 2024

 

 

6,476,204

 

 

 

June 30, 2024

 

 

 

$

 

Minimum payments receivable

 

 

6,605,516

 

Unearned income

 

 

(129,312)

Net investment

 

 

6,476,204

 

Allowance for credit losses

 

 

 

Finance receivables, net

 

 

6,476,204

 

v3.24.2.u1
Investments (Tables)
6 Months Ended
Jun. 30, 2024
Investments  
Schedule of investments

Entity

 

Instrument

 

Note

 

Balance at December 31, 2023

 

Additions

 

Redemptions

 

Effects of foreign exchange

 

Balance at June 30, 2024

 

 

 

 

 

 

 

$

 

$

 

 

 

$

 

$

 

Solarvest BioEnergy Inc.

 

Shares

 

(i)

 

                    —

 

                 —

 

                 —

 

 

                   —

 

Solarvest BioEnergy Inc.

 

Convertible debenture

 

(i)

 

                    —

 

                 —

 

                 —

 

                 —

 

                   —

 

A2ZCryptoCap Inc.

 

Shares

 

(ii)

 

              6,049

 

                 —

 

— 

 

             (204)

 

             5,845

 

Royal Bank of Canada

 

GIC

 

(iii)

 

          756,100

 

                 —

 

       (738,000)

 

        (18,100)

 

                   —

 

Royal Bank of Canada

 

GIC

 

(iv)

 

                    —

 

         21,918

 

 

                 —

 

           21,918

 

 

 

 

 

 

 

          762,149

 

         21,918

 

       (738,000)

 

        (18,304)

 

           27,763

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 Current

 

           21,918

 

 

 

 

 

 

 

 

 

 

 

 

 

 Non-Current

 

             5,845

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

           27,763

 

v3.24.2.u1
Intangible assets (Tables)
6 Months Ended
Jun. 30, 2024
Intangible assets  
Schedule of intangible assets

Cost

 

Innovet

 

 

Prismic

 

 

Lucid

 

 

Total

 

As at December 31, 2022

 

 

750,000

 

 

 

19,201,493

 

 

 

6,314,571

 

 

 

26,266,064

 

Impairment

 

 

(750,000)

 

 

(19,201,493)

 

 

 

 

 

(19,951,493)

As at December 31, 2023 and June 30, 2024

 

 

 

 

 

 

 

 

6,314,571

 

 

 

6,314,571

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accumulated amortization

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

As at December 31, 2022

 

 

229,933

 

 

 

13,457,622

 

 

 

538,220

 

 

 

14,225,775

 

Amortization

 

 

39,971

 

 

 

1,904,348

 

 

 

420,664

 

 

 

2,364,983

 

Impairment

 

 

(269,904)

 

 

(15,361,970)

 

 

 

 

 

(15,631,874)

As at December 31, 2023

 

 

 

 

 

 

 

 

958,884

 

 

 

958,884

 

Amortization

 

 

 

 

 

 

 

 

209,755

 

 

 

209,755

 

As at June 30, 2024

 

 

 

 

 

 

 

 

1,168,639

 

 

 

1,168,639

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net book value

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

As at December 31, 2023

 

 

 

 

 

 

 

 

5,355,687

 

 

 

5,355,687

 

As at June 30, 2024

 

 

 

 

 

 

 

 

5,145,932

 

 

 

5,145,932

 

v3.24.2.u1
Trade and other payables (Tables)
6 Months Ended
Jun. 30, 2024
Trade and other payables  
Schedule of trade and other payables

 

 

June 30, 2024

 

 

December 31, 2023

 

 

 

$

 

 

$

 

Trade payables

 

 

3,603,059

 

 

 

3,240,658

 

Accrued liabilities (i)

 

 

816,608

 

 

 

954,371

 

 

 

 

4,419,667

 

 

 

4,195,029

 

Schedule of accrued liabilities

 

 

June 30, 2024

 

 

December 31, 2023

 

 

 

$

 

 

$

 

Operational expenses

 

 

279,034

 

 

 

71,953

 

Professional and other fees

 

 

128,381

 

 

 

473,225

 

Accrued interest

 

 

409,193

 

 

 

409,193

 

 

 

 

816,608

 

 

 

954,371

 

v3.24.2.u1
Warrants Liability (Tables)
6 Months Ended
Jun. 30, 2024
Schedule of fair black scholes warrants liability

 

 

 June 30, 2024

 

 

 December 31, 2023

 

Share price

 

$0.16

 

 

$0.92

 

Exercise price

 

$4.26

 

 

$4.26

 

Expected dividend yield

 

 

-

 

 

 

-

 

Risk free interest rate

 

 

4.02

 

 

 

3.91%

Expected life

 

 

1.10

 

 

 

1.60

 

Expected volatility

 

 

70%

 

 

66%
v3.24.2.u1
Share capital (Tables)
6 Months Ended
Jun. 30, 2024
Share capital  
Schedule of changes in share capital

 

 

Class A shares

 

 

Class B shares

 

 

Warrants

 

 

 

#

 

 

$

 

 

#

 

 

$

 

 

#

 

 

$

 

Balance, December 31, 2022

 

 

72

 

 

 

151,588

 

 

 

38,504,210

 

 

 

143,258,972

 

 

 

6,482,093

 

 

 

2,142,400

 

Share repurchase [a]

 

 

 

 

 

 

 

 

(1,904,700)

 

 

(7,165,356)

 

 

 

 

 

 

Warrants issued [b]

 

 

 

 

 

 

 

 

 

 

 

 

 

 

3,925,000

 

 

 

1,231,980

 

PSU converted to shares [c]

 

 

 

 

 

 

 

 

2,420,104

 

 

 

1,180,070

 

 

 

 

 

 

 

Share options exercised [d]

 

 

 

 

 

 

 

 

21,000

 

 

 

33,247

 

 

 

 

 

 

 

Warrants expired [e]

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(7,311)

 

 

(138,885)

Balance, June 30, 2023

 

 

72

 

 

 

151,588

 

 

 

39,040,614

 

 

 

137,306,933

 

 

 

10,399,782

 

 

 

3,235,495

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, December 31, 2023

 

 

72

 

 

 

151,622

 

 

 

39,376,723

 

 

 

137,626,863

 

 

 

10,324,043

 

 

 

2,723,356

 

Shares issued [f]

 

 

 

 

 

 

 

 

6,798,358

 

 

 

2,139,808

 

 

 

 

 

 

 

Shares for debt [g]

 

 

 

 

 

 

 

 

1,139,304

 

 

 

685,051

 

 

 

 

 

 

 

Warrants expired [h]

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1,350,000)

 

 

(286,189)

Share options exercised [i]

 

 

 

 

 

 

 

 

94,000

 

 

 

102,563

 

 

 

 

 

 

 

Balance, June 30, 2024

 

 

72

 

 

 

151,622

 

 

 

47,408,385

 

 

 

140,554,285

 

 

 

8,974,043

 

 

 

2,437,167

 

Schedule of changes in warrants outstanding and weighted average exercise price

 

 

 Number of warrants

 

 

 Weighted average exercise price

 

 

 

#

 

 

 C$

 

Outstanding as at December 31, 2022

 

 

6,482,093

 

 

 

5.48

 

Issued

 

 

3,925,000

 

 

 

4.58

 

Expired

 

 

(7,311)

 

 

16.08

 

Outstanding as at June 30, 2023

 

 

10,399,782

 

 

 

5.05

 

 

 

 

 

 

 

 

 

 

Outstanding as at December 31, 2023

 

 

10,324,043

 

 

 

5.05

 

Expired

 

 

(1,350,000)

 

 

3.57

 

Outstanding as at June 30, 2024

 

 

8,974,043

 

 

 

5.89

 

Schedule of fair value assumptions of warrants outstanding

 

 

2024

 

 

2023

 

Grant date share price

 

 

 

 

C$1.44 - C$2.29

 

Exercise price

 

 

 

 

C$1.50 - C$10.82

 

Expected dividend yield

 

 

 

 

 

 

Risk free interest rate

 

 

 

 

3.08% - 4.26%

 

Expected life

 

 

 

 

1 - 5 years

 

Expected volatility

 

 

 

 

64% - 109%

 

Schedule of number of warrants outstanding and exercise price

 

 

 

 

Exercise price

 

Number outstanding

Expiry Date

 

 

 

C$

 

#

February 27, 2025

 

(i)

 

2.40

 

400,000

February 27, 2025

 

(i)

 

5.47

 

400,000

February 27, 2025

 

(i)

 

10.95

 

200,000

May 15, 2025

 

 

 

1.50

 

37,500

May 15, 2025

 

 

 

3.00

 

37,500

May 23, 2025

 

 

 

1.50

 

50,000

March 24, 2025

 

(i)

 

2.40

 

400,000

March 24, 2025

 

(i)

 

5.47

 

400,000

March 24, 2025

 

(i)

 

10.95

 

200,000

May 4, 2025

 

 

 

26.73

 

3,730

May 10, 2025

 

 

 

26.73

 

1,865

May 17, 2025

 

 

 

26.73

 

3,730

May 31, 2025

 

 

 

26.73

 

1,865

June 8, 2025

 

 

 

9.65

 

1,500,000

August 6, 2025

 

(i)

 

7.75

 

1,381,215

October 20, 2025

 

(i)

 

4.53

 

3,454,543

January 16, 2026

 

 

 

26.73

 

1,722

January 20, 2026

 

 

 

26.73

 

373

May 15, 2028

 

 

 

1.50

 

500,000

 

 

 

 

5.89

 

8,974,043

v3.24.2.u1
Share-based compensation (Tables)
6 Months Ended
Jun. 30, 2024
Share-based compensation  
Schedule of stock options granted

 

 

 Number of options

 

 

 Weighted average exercise price

 

 

 

#

 

 

 C$

 

Outstanding as at December 31, 2023

 

 

2,460,615

 

 

 

1.56

 

Granted

 

 

800,000

 

 

 

1.50

 

Exercised

 

 

(94,000)

 

 

1.50

 

Expired

 

 

(58,735)

 

 

5.43

 

Outstanding as at June 30, 2024

 

 

3,107,880

 

 

 

1.48

 

Exercisable as at June 30, 2024

 

 

2,666,463

 

 

 

1.47

 

 

 

 Number of options

 

 

 Weighted average exercise price

 

 

 

#

 

 

 C$

 

Outstanding as at December 31, 2022

 

 

418,529

 

 

 

3.71

 

Granted

 

 

2,488,000

 

 

 

1.52

 

Forfeited

 

 

(55,000)

 

 

1.63

 

Exercised

 

 

(21,000)

 

 

1.30

 

Expired

 

 

(118,143)

 

 

6.89

 

Outstanding as at June 30, 2023

 

 

2,712,386

 

 

 

1.63

 

Exercisable as at June 30, 2023

 

 

2,538,634

 

 

 

1.57

 

Schedule of fair values of options granted using the Black-Scholes option pricing model

 

 

 2024

 

 

 2023

 

Grant date share price

 

 C$1.11-C$1.20

 

 

 C$1.28 - $C2.30

 

Exercise price

 

C$1.50

 

 

 C$1.30 - $C2.45

 

Expected dividend yield

 

 

 

 

 

 

Risk free interest rate

 

3.98% - 4.20%

 

 

2.88% - 3.99%

 

Expected life

 

 2 years

 

 

 3 - 5 years

 

Expected volatility

 

 

66%

 

95% - 110%

 

summary of Companyshare options outstanding

Options outstanding

 

 

Options exercisable

 

Exercise price

 

 

Number outstanding

 

 

Weighted average remaining contractual life [years]

 

 

Exercise price

 

 

Number exercisable

 

C$

 

 

#

 

 

#

 

 

C$

 

 

#

 

 

1.30

 

 

 

2,000,000

 

 

 

3.82

 

 

 

1.30

 

 

 

2,000,000

 

 

1.50

 

 

 

706,000

 

 

 

1.82

 

 

 

1.50

 

 

 

285,333

 

 

1.70

 

 

 

67,980

 

 

 

1.62

 

 

 

1.70

 

 

 

67,980

 

 

2.38

 

 

 

15,000

 

 

 

1.91

 

 

 

2.38

 

 

 

15,000

 

 

2.41

 

 

 

15,000

 

 

 

1.98

 

 

 

2.41

 

 

 

15,000

 

 

2.45

 

 

 

294,000

 

 

 

1.90

 

 

 

2.45

 

 

 

274,000

 

 

2.91

 

 

 

5,150

 

 

 

1.75

 

 

 

2.91

 

 

 

5,150

 

 

3.86

 

 

 

4,750

 

 

 

2.73

 

 

 

3.86

 

 

 

4,000

 

 

1.48

 

 

 

3,107,880

 

 

 

3.11

 

 

 

1.47

 

 

 

2,666,463

 

Schedule of fair values of PSUs granted using the Black-Scholes option pricing model

 

 

 Number of RSUs

 

 

 

 #

 

Outstanding as at December 31, 2023

 

 

 

Granted

 

 

55,000

 

Converted to common shares

 

 

(55,000)

Outstanding as at June 30, 2024

 

 

 

Schedule of share-based compensation

 

 

For the three months ended June 30,

 

 

For the six months ended June 30,

 

 

 

2024

 

 

2023

 

 

2024

 

 

2023

 

 

 

 $

 

 

$

 

 

 $

 

 

$

 

Share options

 

 

111,524

 

 

 

65,992

 

 

 

169,267

 

 

 

1,919,695

 

PSUs

 

 

 

 

 

 

 

 

 

 

 

458,253

 

Warrants issued for services

 

 

 

 

 

337,401

 

 

 

 

 

 

1,231,980

 

 

 

 

111,524

 

 

 

403,393

 

 

 

169,267

 

 

 

3,609,928

 

v3.24.2.u1
Non-controlling interests (Tables)
6 Months Ended
Jun. 30, 2024
Schedule of reconciliation of non controlling interest

Balance, December 31, 2023

 

 

(327,501)

Net loss for the period

 

 

(428,633)

Balance, June 30, 2024

 

 

(756,134)
v3.24.2.u1
Loss per share (Tables)
6 Months Ended
Jun. 30, 2024
Schedule of loss per share

 

 

June 30,

2024

 

 

June 30,

2023

 

 

 

#

 

 

#

 

Warrants

 

 

8,974,043

 

 

 

10,399,782

 

Share Options

 

 

3,107,880

 

 

 

2,712,386

 

PSUs

 

 

 

 

 

400,000

 

 

 

 

12,081,923

 

 

 

13,512,168

 

v3.24.2.u1
General and administrative (Tables)
6 Months Ended
Jun. 30, 2024
General and administrative  
Schedule of general and administrative expense

 

 

For the three months ended June 30,

 

 

For the six months ended June 30,

 

 

 

2024

 

 

2023

 

 

2024

 

 

2023

 

 

 

$

 

 

$

 

 

$

 

 

$

 

Professional fees

 

 

958,377

 

 

 

814,488

 

 

 

1,816,800

 

 

 

1,408,774

 

Investor relations

 

 

561,054

 

 

 

100,158

 

 

 

833,216

 

 

 

347,550

 

Salaries, wages and benefits

 

 

436,687

 

 

 

465,899

 

 

 

816,139

 

 

 

1,095,926

 

Consulting fees

 

 

204,492

 

 

 

269,067

 

 

 

423,453

 

 

 

825,871

 

Office and general administrative

 

 

163,958

 

 

 

691,102

 

 

 

350,029

 

 

 

1,313,418

 

Foreign exchange loss (gain)

 

 

(14,285)

 

 

(469,956)

 

 

(10,142)

 

 

(404,004)

 

 

 

2,310,283

 

 

 

1,870,758

 

 

 

4,229,495

 

 

 

4,587,535

 

v3.24.2.u1
Segment information (Tables)
6 Months Ended
Jun. 30, 2024
Schedule of asset and income by segment

 

 

As at June 30, 2024

 

 

 

Biopharmaceutical

 

 

Strategic Investments

 

 

Total

 

 

 

$

 

 

$

 

 

$

 

Current assets

 

 

3,545,851

 

 

 

6,476,204

 

 

 

10,022,055

 

Non-current assets

 

 

5,224,894

 

 

 

 

 

 

5,224,894

 

Current liabilities

 

 

5,044,864

 

 

 

 

 

 

5,044,864

 

Non-current liabilities

 

 

 

 

 

 

 

 

 

 

 

As at December 31, 2023

 

 

 

Biopharmaceutical

 

 

Strategic Investments

 

 

Total

 

 

 

$

 

 

$

 

 

$

 

Current assets

 

 

3,897,317

 

 

 

7,187,988

 

 

 

11,085,305

 

Non-current assets

 

 

5,482,157

 

 

 

907,366

 

 

 

6,389,523

 

Current liabilities

 

 

4,565,566

 

 

 

 

 

 

4,565,566

 

Non-current liabilities

 

 

 

 

 

 

 

 

 

 

 

For the six months ended June 30, 2024

 

 

 

Biopharmaceutical

 

 

Strategic Investments

 

 

Total

 

 

 

$

 

 

$

 

 

$

 

Interest expense (income)

 

 

12,109

 

 

 

(289,057)

 

 

(276,948)

Total operating expenses

 

 

5,713,717

 

 

 

245

 

 

 

5,713,962

 

Net (loss) income

 

 

(5,732,736)

 

 

288,812

 

 

 

(5,443,924)

 

 

For the three months ended June 30, 2024

 

 

 

Biopharmaceutical

 

 

Strategic Investments

 

 

Total

 

 

 

$

 

 

$

 

 

$

 

Interest expense (income)

 

 

31,266

 

 

 

(135,690)

 

 

(104,424)

Total operating expenses

 

 

3,456,556

 

 

 

50

 

 

 

3,456,606

 

Net (loss) income

 

 

(3,488,139)

 

 

135,640

 

 

 

(3,352,499)

 

 

For the six months ended June 30, 2023

 

 

 

Biopharmaceutical

 

 

Strategic Investments

 

 

Consolidated

 

 

 

$

 

 

$

 

 

$

 

Interest income

 

 

(171,303)

 

 

(287,201)

 

 

(458,504)

Total operating expenses

 

 

18,676,314

 

 

 

181

 

 

 

18,676,495

 

Net loss

 

 

(15,065,658)

 

 

(382,164)

 

 

(15,447,822)

 

 

For the three months ended June 30, 2023

 

 

 

Biopharmaceutical

 

 

Strategic Investments

 

 

Consolidated

 

 

 

$

 

 

$

 

 

$

 

Interest income

 

 

(34,787)

 

 

(151,376)

 

 

(186,163)

Total operating expenses

 

 

8,831,414

 

 

 

106

 

 

 

8,831,520

 

Net loss

 

 

(5,243,879)

 

 

(246,414)

 

 

(5,490,293)
v3.24.2.u1
Related party transactions (Tables)
6 Months Ended
Jun. 30, 2024
Related party transactions  
Schedule of key management personnel compensation

 

 

For the three months ended June 30,

 

 

For the six months ended June 30,

 

 

 

2024

 

 

2023

 

 

2024

 

 

2023

 

 

 

$

 

 

$

 

 

$

 

 

$

 

Salaries, benefits, bonuses and consulting fees

 

 

152,286

 

 

 

354,614

 

 

 

476,528

 

 

 

672,444

 

Share-based payments

 

 

 

 

 

286,835

 

 

 

 

 

 

2,344,616

 

 

 

 

152,286

 

 

 

641,449

 

 

 

476,528

 

 

 

3,017,060

 

v3.24.2.u1
Nature of business (Details)
6 Months Ended 12 Months Ended
Jun. 30, 2024
Dec. 31, 2023
Lucid Psycheceuticals Inc. [Member]    
Statement [Line Items]    
Country Canada  
Ownership percentage 100.00% 100.00%
FSD Biosciences Inc. [Member]    
Statement [Line Items]    
Country USA  
Ownership percentage 100.00% 100.00%
FV Pharma Inc.    
Statement [Line Items]    
Country Canada  
Ownership percentage 100.00% 100.00%
FSD Strategic Investments Inc.    
Statement [Line Items]    
Country Canada  
Ownership percentage 100.00% 100.00%
FSD Pharma Australia Pty Ltd [Member]    
Statement [Line Items]    
Country Australia  
Ownership percentage 100.00% 100.00%
Celly Nutrition Corp.    
Statement [Line Items]    
Country Canada  
Ownership percentage 25.71% 26.15%
Prismic Pharmaceuticals Inc. [Member]    
Statement [Line Items]    
Country USA  
Ownership percentage 100.00% 100.00%
HUGE Biopharma Australia Pty. Ltd.    
Statement [Line Items]    
Country Australi  
Ownership percentage 100.00% 0.00%
v3.24.2.u1
Nature of business (Details Narrative) - USD ($)
1 Months Ended 6 Months Ended 12 Months Ended
Nov. 30, 2023
Jul. 31, 2023
Jun. 30, 2024
Jun. 30, 2023
Dec. 31, 2023
Statement [Line Items]          
Accumulated deficit     $ 16,292,345,100,000   $ 15,790,816,000,000
Net loss     544,392,400,000 $ 1,544,782,200,000  
Working capital surplus     $ 497,719,100,000   $ 651,973,900,000
FSD received common shares   200,000,000      
Common share-split   2:1 share-split      
Common shares issue   200,000,000      
Acquired share percent   34.66%      
Gross proceeds   $ 1,000,000      
Distribution description Company distributed 45,712,529 of its 200,000,000 shares of Celly to its shareholders        
Accrued interest rate 10.00%        
Common shares deemed outstanding   25.00%      
Celly Nutrition Corp.          
Statement [Line Items]          
Ownership percentage     25.71%   26.15%
v3.24.2.u1
Other receivables (Details) - USD ($)
Jun. 30, 2024
Dec. 31, 2023
Other receivables    
Sales tax recoverable $ 82,772 $ 209,550
Interest receivable 393 15,511
Other receivables 3,703 3,703
Other receivables Net $ 86,868 $ 228,764
v3.24.2.u1
Prepaid expenses and deposits (Details) - USD ($)
Jun. 30, 2024
Dec. 31, 2023
Research and development $ 0 $ 30,705
Insurance 57,767 60,999
Other prepaids and deposits 72,657 63,709
Prepaid expenses and deposits $ 130,424 $ 155,413
v3.24.2.u1
Finance receivables (Details) - USD ($)
6 Months Ended
Jun. 30, 2024
Finance receivables  
Balance - January 1, 2024 $ 8,095,354
Add: Interest income 504,434
Less: Interest payments 492,555
Less: Principal payments 1,730,872
Effects of foreign exchange (99,843)
Balance - June 30, 2024 6,476,204
Current 6,476,204
Non-current 0
Balance - June 30, 2024 $ 6,476,204
v3.24.2.u1
Finance receivables (Details 1)
Jun. 30, 2024
USD ($)
Finance receivables  
Minimum payments receivable $ 6,605,516
Unearned income (129,312)
Net investment 6,476,204
Allowance for credit losses 0
Finance receivables, net $ 6,476,204
v3.24.2.u1
Investments (Details) - USD ($)
6 Months Ended
Jun. 30, 2024
Dec. 31, 2023
Statement [Line Items]    
Begining balance $ 762,149  
Current 21,918 $ 756,100
Non current 5,845  
Additions 21,918  
Redemptions (738,000)  
Effects of foreign exchange (18,304)  
Ending balance 27,763  
Solarvest BioEnergy Inc [Member] | Convertible debenture    
Statement [Line Items]    
Begining balance 0  
Additions 0  
Redemptions 0  
Effects of foreign exchange 0  
Ending balance 0  
Royal Bank Of Canada [Member] | Guaranteed Investment Certificate Member    
Statement [Line Items]    
Begining balance 756,100  
Additions 0  
Redemptions (738,000)  
Effects of foreign exchange 18,100  
Ending balance 0  
Royal Bank Of Canada One [Member] | Guaranteed Investment Certificate One Member    
Statement [Line Items]    
Begining balance 0  
Additions 21,918  
Redemptions 0  
Effects of foreign exchange 0  
Ending balance 21,918  
Ordinary Stock Shares Member | Solarvest BioEnergy Inc [Member]    
Statement [Line Items]    
Begining balance 0  
Additions 0  
Redemptions 0  
Effects of foreign exchange 0  
Ending balance 0  
Ordinary Stock Shares Member | A2ZCryptoCap Inc. [Member]    
Statement [Line Items]    
Begining balance 6,049  
Additions 0  
Redemptions 0  
Effects of foreign exchange (204)  
Ending balance $ 5,845  
v3.24.2.u1
Investments (Details Narrative)
1 Months Ended 6 Months Ended 12 Months Ended
Aug. 09, 2023
USD ($)
Feb. 14, 2024
USD ($)
Jun. 23, 2022
$ / shares
shares
Jun. 30, 2024
USD ($)
$ / shares
shares
Jun. 30, 2024
CAD ($)
shares
Jun. 30, 2023
USD ($)
Dec. 31, 2021
USD ($)
Dec. 31, 2023
$ / shares
Statement [Line Items]                
Convertible debenture of principal amount         $ 2,400,000      
Common stock shares, hold | shares       3,000,000 3,000,000      
Miturity date       May 31, 2024 May 31, 2024      
Shares price per shares | $ / shares     $ 0.10 $ 1.00        
Purchase of notes       $ (21,918)   $ 0 $ 0  
A2ZCryptoCap Inc. [Member]                
Statement [Line Items]                
Shares price per shares | $ / shares     $ 0.10 $ 0.10       $ 0.10
Number Of Shares Acquired | shares     80,000          
Guaranteed Investment Certificate [Member]                
Statement [Line Items]                
Miturity date Aug. 09, 2024              
Purchase of notes $ 744,500              
Variablen Interest Rate (2.00%)              
Gross proceeds Redeemed amount $ 738,000              
Outstanding balance       $ 0        
Guaranteed Investment Certificate One [Member]                
Statement [Line Items]                
Purchase of notes   $ 22,140            
Variablen Interest Rate   4.75%            
Outstanding balance       $ 21,918        
v3.24.2.u1
Intangible assets (Details) - USD ($)
6 Months Ended 12 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Dec. 31, 2023
Statement [Line Items]      
Intangible assets $ 5,145,932 $ 5,145,932 $ 5,355,687
Accumulated depreciation and amortisation [member]      
Statement [Line Items]      
Begining balance 958,884 14,225,775 14,225,775
Impairment     (15,631,874)
Ending balance 1,168,639   958,884
Additions     2,364,983
Amortization     209,755
Prismic [Member]      
Statement [Line Items]      
Amortization   0  
Intangible assets   0 0
Prismic [Member] | Accumulated depreciation and amortisation [member]      
Statement [Line Items]      
Begining balance 0 13,457,622 13,457,622
Impairment     (15,361,970)
Ending balance     0
Amortization     1,904,348
Innovet [Member]      
Statement [Line Items]      
Amortization   0  
Intangible assets   0 0
Innovet [Member] | Accumulated depreciation and amortisation [member]      
Statement [Line Items]      
Begining balance 0 229,933 229,933
Impairment     (269,904)
Ending balance     0
Additions     39,971
Lucid [Member]      
Statement [Line Items]      
Amortization   209,755  
Intangible assets   1,168,639 5,355,687
Lucid [Member] | Accumulated depreciation and amortisation [member]      
Statement [Line Items]      
Begining balance 958,884 538,220 538,220
Ending balance     958,884
Amortization     420,664
Cost [Member]      
Statement [Line Items]      
Begining balance 6,314,571 26,266,064 26,266,064
Impairment     (19,951,493)
Ending balance     6,314,571
Cost [Member] | Prismic [Member]      
Statement [Line Items]      
Begining balance 0 19,201,493 19,201,493
Impairment     (19,201,493)
Ending balance     0
Cost [Member] | Lucid [Member]      
Statement [Line Items]      
Begining balance 6,314,571 6,314,571 6,314,571
Ending balance     6,314,571
Costs [Member] | Innovet [Member]      
Statement [Line Items]      
Begining balance $ 0 $ 750,000 750,000
Impairment     (750,000)
Ending balance     $ 0
v3.24.2.u1
Trade and other payables (Details) - USD ($)
Jun. 30, 2024
Dec. 31, 2023
Trade and other payables    
Trade payables $ 3,603,059 $ 3,240,658
Accrued liabilities 816,608 954,371
Trade and other payables $ 4,419,667 $ 4,195,029
v3.24.2.u1
Trade and other payables (Details 1) - USD ($)
Jun. 30, 2024
Dec. 31, 2023
Trade and other payables    
Operational expenses $ 279,034 $ 71,953
Professional and other fees 128,381 473,225
Accrued interest 409,193 409,193
Accrued liabilities $ 816,608 $ 954,371
v3.24.2.u1
Warrants Liability (Details) - $ / shares
6 Months Ended 12 Months Ended
Jun. 30, 2024
Dec. 31, 2023
Statement [Line Items]    
Expected life (years) 0 years  
Warranty Liability Member    
Statement [Line Items]    
Share Price $ 0.16 $ 0.92
Exercise price $ 4.26 $ 4.26
Risk free interest rate 4.02% 3.91%
Expected life (years) 1 year 1 month 6 days 1 year 7 months 6 days
Expected volatility 70.00% 66.00%
Expected dividend yield 0.00% 0.00%
v3.24.2.u1
Warrants Liability (Details Narrative) - Warranty Liability Member - USD ($)
1 Months Ended 6 Months Ended 12 Months Ended
Aug. 31, 2020
Jun. 30, 2024
Dec. 31, 2023
Statement [Line Items]      
Issuance of common stock of direct offering 2,762,430    
Issuance of warrants of direct offering 1,381,215    
Proceeds from direct offering $ 9,999,997    
Exercise price of warrants issued $ 4.26    
Warrants Liability   $ 1 $ 31,338
Gain on change in fair value   $ 31,337 $ 121,243
v3.24.2.u1
Notes payable (Details Narrative) - USD ($)
6 Months Ended
Jun. 30, 2024
Dec. 31, 2023
Statement [Line Items]    
Total notes payable balance $ 615,562 $ 300,549
RH Capital Finance CO LLC    
Statement [Line Items]    
Remaining note payable balance 300,549  
Issued of note payable $ 290,387  
Interest rate 16.00%  
Accrued interest $ 24,626  
v3.24.2.u1
Share capital (Details) - USD ($)
6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Statement [Line Items]    
Balance, amount $ 12,909,262 $ 30,542,220
Shares issued amount 685,051 0
Warrants issued, amounts   1,231,980
Shares for debt, amount 685,051  
Balance, amount $ 10,202,085 $ 15,549,268
Share options exercised shares 94,000 21,000
Share options exercised amount   $ 20,247
Class B Common Shares [Member]    
Statement [Line Items]    
Begininig balance shares 39,376,723 38,504,210
Balance, amount $ 137,626,863 $ 143,258,972
Shares issued amount $ 2,139,808  
Warrants issued, share   0
Warrants issued, amounts   $ 0
Shares issued shares 6,798,358  
Warrants expired shares 0 0
Warrants expired amount $ 0 $ 0
Shares for debt, share 1,139,304  
Shares for debt, amount $ 685,051  
Ending balance shares 47,408,385 39,040,614
Balance, amount $ 140,554,285 $ 137,306,933
Shares Repurchase shares   (1,904,700)
Shares Repurchase amount   $ (7,165,356)
Share options exercised shares 94,000 21,000
Share options exercised amount $ 102,563 $ 33,247
PSU converted to amount   $ 1,180,070
PSU converted to shares   2,420,104
Class A Common Shares [Member]    
Statement [Line Items]    
Begininig balance shares 72 72
Balance, amount $ 151,622 $ 151,588
Shares issued amount 0  
Warrants expired amount 0 0
Shares Repurchase 0 0
Plan of arrangement $ 0 0
Shares based payment amount   0
Share cancellation amount   $ 0
Ending balance shares 72 72
Balance, amount $ 151,622 $ 151,588
Represents information of warrant. [Member]    
Statement [Line Items]    
Begininig balance shares 10,324,043 6,482,093
Balance, amount $ 2,723,356 $ 2,142,400
Shares issued amount $ 0  
Warrants issued, share   3,925,000
Warrants issued, amounts   $ 1,231,980
Warrants expired shares (1,350,000) (7,311)
Warrants expired amount $ (286,189) $ (138,885)
Shares Repurchase   $ 0
Shares for debt, amount $ 0  
Ending balance shares 8,974,043 10,399,782
Balance, amount $ 2,437,167 $ 3,235,495
Share options exercised amount $ 0 0
PSU converted to amount   $ 0
v3.24.2.u1
Share capital (Details 1) - $ / shares
6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Share capital    
Begining balance shares 10,324,043 6,482,093
Issued   3,925,000
Expired (1,350,000) (7,311)
Ending balance 8,974,043 10,399,782
Weighted average exercise Price warrants Outstanding $ 5.05 $ 5.48
Issued   4.58
Expired 3.57 16.08
Weighted average exercise Price warrants Outstanding $ 5.89 $ 5.05
v3.24.2.u1
Share capital (Details 2) - $ / shares
6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Statement [Line Items]    
Grant date share price $ 0  
Exercise price $ 0  
Risk free interest rate 0.00%  
Expected life 0 years  
Expected volatility 0.00%  
Expected dividend yield 0.00% 0.00%
Bottom of the range [member]    
Statement [Line Items]    
Grant date share price   $ 1.44
Exercise price   $ 1.50
Risk free interest rate   3.08%
Expected life   1 year
Expected volatility   64.00%
Top of the range [member]    
Statement [Line Items]    
Grant date share price   $ 2.29
Exercise price   $ 10.82
Risk free interest rate   4.26%
Expected life   5 years
Expected volatility   109.00%
v3.24.2.u1
Share capital (Details 3)
6 Months Ended
Jun. 30, 2024
$ / shares
shares
Statement [Line Items]  
Exercise Price warrants Outstanding | $ / shares $ 5.89
Number of warrants Outstanding | shares 8,974,043
Warrants Seventeen [Member]  
Statement [Line Items]  
Exercise Price warrants Outstanding | $ / shares $ 26.73
Number of warrants Outstanding | shares 373
Expiry Date January 20, 2026
Warrants Eighteen [Member]  
Statement [Line Items]  
Exercise Price warrants Outstanding | $ / shares $ 1.50
Number of warrants Outstanding | shares 500,000
Expiry Date May 15, 2028
Warrants One [Member]  
Statement [Line Items]  
Exercise Price warrants Outstanding | $ / shares $ 2.40
Number of warrants Outstanding | shares 400,000
Expiry Date February 27, 2025
Warrants Two [Member]  
Statement [Line Items]  
Exercise Price warrants Outstanding | $ / shares $ 10.95
Number of warrants Outstanding | shares 200,000
Expiry Date February 27, 2025
Warrants Three [Member]  
Statement [Line Items]  
Exercise Price warrants Outstanding | $ / shares $ 1.50
Number of warrants Outstanding | shares 37,500
Expiry Date May 15, 2025
Warrants Four [Member]  
Statement [Line Items]  
Exercise Price warrants Outstanding | $ / shares $ 3.00
Number of warrants Outstanding | shares 37,500
Expiry Date May 15, 2025
Warrants Five [Member]  
Statement [Line Items]  
Exercise Price warrants Outstanding | $ / shares $ 1.50
Number of warrants Outstanding | shares 50,000
Expiry Date May 23, 2025
Warrants Six [Member]  
Statement [Line Items]  
Exercise Price warrants Outstanding | $ / shares $ 2.40
Number of warrants Outstanding | shares 400,000
Expiry Date March 24, 2025
Warrants Seven [Member]  
Statement [Line Items]  
Exercise Price warrants Outstanding | $ / shares $ 5.47
Number of warrants Outstanding | shares 400,000
Expiry Date March 24, 2025
Warrants Eight [Member]  
Statement [Line Items]  
Exercise Price warrants Outstanding | $ / shares $ 10.95
Number of warrants Outstanding | shares 200,000
Expiry Date March 24, 2025
Warrants Nine [Member]  
Statement [Line Items]  
Exercise Price warrants Outstanding | $ / shares $ 26.73
Number of warrants Outstanding | shares 3,730
Expiry Date May 4, 2025
Warrants Ten [Member]  
Statement [Line Items]  
Exercise Price warrants Outstanding | $ / shares $ 26.73
Number of warrants Outstanding | shares 1,865
Expiry Date May 10, 2025
Warrants Eleven [Member]  
Statement [Line Items]  
Exercise Price warrants Outstanding | $ / shares $ 26.73
Number of warrants Outstanding | shares 3,730
Expiry Date May 17, 2025
Warrants Twelve [Member  
Statement [Line Items]  
Exercise Price warrants Outstanding | $ / shares $ 26.73
Number of warrants Outstanding | shares 1,865
Expiry Date May 31, 2025
Warrants Thirtteen [Member]  
Statement [Line Items]  
Exercise Price warrants Outstanding | $ / shares $ 9.65
Number of warrants Outstanding | shares 1,500,000
Expiry Date June 8, 2025
Warrants Fourteen [Member]  
Statement [Line Items]  
Exercise Price warrants Outstanding | $ / shares $ 7.75
Number of warrants Outstanding | shares 1,381,215
Expiry Date August 6, 2025
Warrants Fifteen [Member]  
Statement [Line Items]  
Exercise Price warrants Outstanding | $ / shares $ 4.53
Number of warrants Outstanding | shares 3,454,543
Expiry Date October 20, 2025
Warrants Sixteen [Member]  
Statement [Line Items]  
Exercise Price warrants Outstanding | $ / shares $ 26.73
Number of warrants Outstanding | shares 1,722
Expiry Date January 16, 2026
v3.24.2.u1
Share capital (Details Narrative) - USD ($)
1 Months Ended 3 Months Ended 6 Months Ended
Feb. 29, 2024
Mar. 31, 2024
Jun. 30, 2024
Jun. 30, 2023
Jun. 23, 2022
Statement [Line Items]          
Issuing Shares     6,798,358    
Cash commission     $ 67,044    
Price per share     $ 1.00   $ 0.10
Transaction fees     $ 2,234,790    
Proceeds from issuance of shares     $ 2,139,808    
Share options exercised shares     94,000 21,000  
Warrant Share issued for services       3,925,000  
fair value of warrants       $ 1,384,553  
Expense       1,231,980  
Remaining amount of warrants       $ 152,573  
Exercise price     $ 1.10 $ 1.30  
Other trading expense     $ 27,938    
Total share issuance costs     94,982    
Settelment amount   $ 524,324 109,614    
Loss on settlement of debt     $ 17,476    
Warrants expired unexercised     1,350,000    
Class A Common Stock Shares [Member]          
Statement [Line Items]          
Description Of Voting Rights     The holders of Class A shares are entitled to 276,660 votes per Class A share held. Class A shares are held by the Chief Executive Officer (“CEO”), President, Executive Co-Chairman of the Board and the Director and Executive Co-Chairman of the Board. The holders of Class B shares are entitled to one (1) vote per share held.    
Class B Common Stock [Member]          
Statement [Line Items]          
Share repurchased and canceled       $ 1,904,700  
Converted shares       2,420,104  
Common share exchange option       21,000  
Aggregate offering price     $ 11,154,232    
Fair Value Of Shares     $ 109,614    
Issuing Shares 39,304 600,000 500,000    
Price per share   $ 0.903 $ 0.22    
Share issued conversion of RSU     55,000    
Deemed price per share $ 0.86        
Share options exercised shares     94,000    
Settelment amount $ 33,636        
v3.24.2.u1
Share based compensation (Details) - Stock Options [Member]
6 Months Ended
Jun. 30, 2024
$ / shares
shares
Jun. 30, 2023
$ / shares
shares
Statement [Line Items]    
Option outstanding, Opening Balance | shares 2,460,615 418,529
Granted 800,000 2,488,000
Forfeited   (55,000)
Exercised (94,000) (21,000)
Expired (58,735) (118,143)
Option outstanding, Ending Balance | shares 3,107,880 2,712,386
Exercisable 2,666,463 2,538,634
Weighted average exercise price, opening balance $ 1.56 $ 3.71
Weighted average exercise price, Granted 1.50 1.52
Weighted average exercise price, Forfeited   1.63
Weighted average exercise price, Exercised 1.50 1.30
Weighted average exercise price, Expired 5.43 6.89
Weighted average exercise price, Closing balance 1.48 1.63
Weighted average exercise price, Exercisable $ 1.47 $ 1.57
v3.24.2.u1
Share based compensation (Details 1) - $ / shares
6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Statement [Line Items]    
Exercise price $ 1.10 $ 1.30
Stock Options Top Member    
Statement [Line Items]    
Grant date share price $ 1.20 2.30
Exercise price   $ 2.45
Risk free interest rate 4.20% 3.99%
Expected volatility   110.00%
Expected life   5 years
Stock Options Bottom Member    
Statement [Line Items]    
Grant date share price $ 1.11 $ 1.28
Exercise price   $ 1.30
Risk free interest rate 3.98% 2.88%
Expected volatility   95.00%
Expected life   3 years
Stock Options [Member]    
Statement [Line Items]    
Exercise price $ 1.50  
Expected volatility 66.00%  
Expected life 2 years  
v3.24.2.u1
Share based compensation (Details 2) - Stock Options Member
6 Months Ended
Jun. 30, 2024
$ / shares
shares
Exercise price 1.30.  
Statement [Line Items]  
Exercise price of options outstanding $ 1.30
Number of share options outstanding | shares 2,000,000
Weighted average remaining contractual life of outstanding share options 3 years 9 months 26 days
Exercise price of exercisable Share options $ 1.30
Number of share options exercisable in share-based payment arrangement 2,000,000
Exercise price 1.70.  
Statement [Line Items]  
Exercise price of options outstanding $ 1.70
Number of share options outstanding | shares 67,980
Weighted average remaining contractual life of outstanding share options 1 year 7 months 13 days
Exercise price of exercisable Share options $ 1.70
Number of share options exercisable in share-based payment arrangement 67,980
Exercise price 2.45  
Statement [Line Items]  
Exercise price of options outstanding $ 2.45
Number of share options outstanding | shares 294,000
Weighted average remaining contractual life of outstanding share options 1 year 10 months 24 days
Exercise price of exercisable Share options $ 2.45
Number of share options exercisable in share-based payment arrangement 274,000
Exercise price 2.91  
Statement [Line Items]  
Exercise price of options outstanding $ 2.91
Number of share options outstanding | shares 5,150
Weighted average remaining contractual life of outstanding share options 1 year 8 months 30 days
Exercise price of exercisable Share options $ 2.91
Number of share options exercisable in share-based payment arrangement 5,150
Exercise price 3.86  
Statement [Line Items]  
Exercise price of options outstanding $ 3.86
Number of share options outstanding | shares 4,750
Weighted average remaining contractual life of outstanding share options 2 years 8 months 23 days
Exercise price of exercisable Share options $ 3.86
Number of share options exercisable in share-based payment arrangement 4,000
Exercise price 1.50.  
Statement [Line Items]  
Exercise price of options outstanding $ 1.50
Number of share options outstanding | shares 706,000
Weighted average remaining contractual life of outstanding share options 1 year 9 months 26 days
Exercise price of exercisable Share options $ 1.50
Number of share options exercisable in share-based payment arrangement 285,333
Exercise price 2.38  
Statement [Line Items]  
Exercise price of options outstanding $ 2.38
Number of share options outstanding | shares 15,000
Weighted average remaining contractual life of outstanding share options 1 year 10 months 28 days
Exercise price of exercisable Share options $ 2.38
Number of share options exercisable in share-based payment arrangement 15,000
Exercise price 2.41  
Statement [Line Items]  
Exercise price of options outstanding $ 2.41
Number of share options outstanding | shares 15,000
Weighted average remaining contractual life of outstanding share options 1 year 11 months 23 days
Exercise price of exercisable Share options $ 2.41
Number of share options exercisable in share-based payment arrangement 15,000
Exercise price 1.48  
Statement [Line Items]  
Exercise price of options outstanding $ 1.48
Number of share options outstanding | shares 3,107,880
Weighted average remaining contractual life of outstanding share options 3 years 1 month 10 days
Exercise price of exercisable Share options $ 1.47
Number of share options exercisable in share-based payment arrangement 2,666,463
v3.24.2.u1
Share based compensation (Details 3)
6 Months Ended
Jun. 30, 2024
Share-based compensation  
Opening Balance 0
Granted 55,000
Converted to Class B Common shares (55,000)
Closing Balance 0
v3.24.2.u1
Share based compensation (Details 4) - USD ($)
3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Statement [Line Items]        
Share-based compensation expenses $ 111,524 $ 403,393 $ 169,267 $ 3,609,928
Warrants Issued For Services Member        
Statement [Line Items]        
Share-based compensation expenses 0 337,401 0 1,231,980
Stock Options Member        
Statement [Line Items]        
Share-based compensation expenses 111,524 65,992 169,267 1,919,695
Performance Share [Member]        
Statement [Line Items]        
Share-based compensation expenses $ 0 $ 0 $ 0 $ 458,253
v3.24.2.u1
Sharebased compensation (Details Narrative) - USD ($)
1 Months Ended 6 Months Ended
Feb. 23, 2024
Jun. 30, 2024
Jun. 30, 2023
Statement [Line Items]      
PSUs Converted to Class B Shares     2,420,104
RSU's [Member]      
Statement [Line Items]      
Number of share granted 55,000    
RSU's [Member] | Class B Common Shares [Member]      
Statement [Line Items]      
Share issued 55,000    
Share issued, value $ 49,665    
Directors, officers, employees and consultants [Member]      
Statement [Line Items]      
Number of share granted   800,000 2,488,000
Number of share expired   32,595 118,143
Number of share issue against replacement performance share unit     2,420,104
Performance Share [Member]      
Statement [Line Items]      
Number of share granted     400,000
v3.24.2.u1
Noncontrolling interests (Details)
6 Months Ended
Jun. 30, 2024
USD ($)
Begining balance $ (327,501)
Net loss for the period (428,633)
Ending balance $ (756,134)
v3.24.2.u1
Noncontrolling interests (Details Narrative) - Celly Nutrition Corp.
6 Months Ended 12 Months Ended
Jun. 30, 2024
Dec. 31, 2023
Jul. 31, 2023
Statement [Line Items]      
Acquisition Percentage     34.66%
Ownership percentage 25.71% 26.15%  
v3.24.2.u1
Loss per share (Details) - shares
6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Statement [Line Items]    
Dilutive effect of convertible instruments on number of ordinary shares 12,081,923 13,512,168
Represents information of warrant. [Member]    
Statement [Line Items]    
Dilutive effect of convertible instruments on number of ordinary shares 8,974,043 10,399,782
Stock Options Member    
Statement [Line Items]    
Dilutive effect of convertible instruments on number of ordinary shares 3,107,880 2,712,386
Performance Share [Member]    
Statement [Line Items]    
Dilutive effect of convertible instruments on number of ordinary shares 0 400,000
v3.24.2.u1
General and administrative (Details) - USD ($)
3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
General and administrative        
Professional fees $ 958,377 $ 814,488 $ 1,816,800 $ 1,408,774
Investor relations 561,054 100,158 833,216 347,550
Salaries, wages and benefits 436,687 465,899 816,139 1,095,926
Consulting fees 204,492 269,067 423,453 825,871
Office and general administrative 163,958 691,102 350,029 1,313,418
Foreign exchange loss (gain) (14,285) (469,956) (10,142) (404,004)
General and administrative $ 2,310,283 $ 1,870,758 $ 4,229,495 $ 4,587,535
v3.24.2.u1
Segment information (Details) - USD ($)
3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Dec. 31, 2023
Statement [Line Items]          
Current assets $ 10,022,055   $ 10,022,055   $ 11,085,305
Current liabilities 5,044,864   5,044,864   4,565,566
Interest expense (income)     504,434    
Total operating expenses 3,456,606 $ 8,831,520 5,713,962 $ 18,676,495  
Net (loss) income     (5,443,924) (15,447,822)  
Biopharmaceutical          
Statement [Line Items]          
Current assets 3,545,851   3,545,851   3,897,317
Non-current assets 5,224,894   5,224,894   5,482,157
Current liabilities 5,044,864   5,044,864   4,565,566
Non-current liabilities 0   0   0
Interest expense (income) 31,266 (34,787) 12,109 (171,303)  
Total operating expenses 3,456,556 8,831,414 5,713,717 18,676,314  
Net (loss) income (3,488,139) (5,243,879) (5,732,736) (15,065,658)  
Strategic Investments.          
Statement [Line Items]          
Current assets 6,476,204   6,476,204   7,187,988
Non-current assets 0   0   907,366
Current liabilities 0   0   0
Non-current liabilities 0   0   0
Interest expense (income) (135,690) (151,376) (289,057) (287,201)  
Total operating expenses 50 106 245 181  
Net (loss) income 135,640 (246,414) 288,812 (382,164)  
Total Consolidated [Member]          
Statement [Line Items]          
Current assets 10,022,055   10,022,055   11,085,305
Non-current assets 5,224,894   5,224,894   6,389,523
Current liabilities 5,044,864   5,044,864   4,565,566
Non-current liabilities 0   0   $ 0
Interest expense (income) (104,424) (186,163) (276,948) (458,504)  
Total operating expenses 3,456,606 8,831,520 5,713,962 18,676,495  
Net (loss) income $ (3,352,499) $ (5,490,293) $ (5,443,924) $ (15,447,822)  
v3.24.2.u1
Commitments and contingencies (Details Narrative)
1 Months Ended 6 Months Ended
Feb. 06, 2023
USD ($)
Jun. 27, 2024
Sep. 28, 2023
CAD ($)
Jun. 30, 2024
CAD ($)
Jun. 30, 2024
USD ($)
Raza Bokhari [Member]          
Statement [Line Items]          
Severance And Damages Amount         $ 30,200,000
Legal expenses     $ 165,000    
Description of granted judgement   the US District Court for the Eastern District of Pennsylvania confirmed FSD Pharma’s motion for entry of judgement and granted judgement in favor of FSD Pharma Inc of approximately USD 3 million      
Awarded additional costs in light by court $ 5,000        
GBB Drink Lab, Inc [Member]          
Statement [Line Items]          
Description related to court dispute       GBB Drink Lab, Inc. (“GBB”) has filed a complaint with the United States District Court of Southern District of Florida, Fort Lauderdale Division against FSD Biosciences, Inc. and FSD Pharma, Inc. claiming a material breach of a mutual non-disclosure agreement and misappropriation of trade secrets, which GBB claims has and continues to cause irreparable harm, valued, as of August 30, 2022 (prior to the misappropriation and material breach) at $53,047,000 GBB Drink Lab, Inc. (“GBB”) has filed a complaint with the United States District Court of Southern District of Florida, Fort Lauderdale Division against FSD Biosciences, Inc. and FSD Pharma, Inc. claiming a material breach of a mutual non-disclosure agreement and misappropriation of trade secrets, which GBB claims has and continues to cause irreparable harm, valued, as of August 30, 2022 (prior to the misappropriation and material breach) at $53,047,000
Lucid Ms And Lucid Psych Member          
Statement [Line Items]          
License Maintenance Fee       $ 100,000  
Lucid Ms And Lucid Psych Top Member          
Statement [Line Items]          
License Maintenance Fee       $ 12,500,000  
CEO          
Statement [Line Items]          
Severance And Damages Amount         $ 30,200,000
Punitive Damages Amount         $ 500,000
v3.24.2.u1
Related party transactions (Details) - USD ($)
3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Related party transactions        
Salaries, benefits, bonuses and consulting fees $ 152,286 $ 354,614 $ 476,528 $ 672,444
Share-based payments 0 286,835 0 2,344,616
Key management personnel compensation $ 152,286 $ 641,449 $ 476,528 $ 3,017,060
v3.24.2.u1
Related party transactions (Details Narrative) - USD ($)
3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Dec. 31, 2023
Statement [Line Items]          
Amount owed to executive officer $ 0   $ 0   $ 140,012
Accounts payable and accrued liabilities- related party 9,133   $ 9,133   $ 0
Performance Share Units          
Statement [Line Items]          
Performance Share Units Granted     0 400,000  
Director          
Statement [Line Items]          
Directors remuneration expense $ 33,201 $ 49,932 $ 99,716 $ 104,345  
CEO and COO          
Statement [Line Items]          
Performance Share Units Granted     0 500,000  
Exercise price         $ 1.30
Expiry date     Jan. 25, 2028    
Proceeed from secured loan agreement     $ 1,200,000    
Monthly payments     $ 6,000    
Annual interest rate     6.00%    
Independent director          
Statement [Line Items]          
Warrants issued for consulting services       1,000,000  
Fair value       $ 533,206  
v3.24.2.u1
Capital management (Details Narrative) - USD ($)
Jun. 30, 2024
Dec. 31, 2023
Capital Management    
Share Capital $ 140,705,907 $ 137,778,485
v3.24.2.u1
Subsequent events (Details Narrative)
Jun. 30, 2024
USD ($)
shares
Statement [Line Items]  
Total proceeds $ 5,542,952
Loans amount $ 1,866,370
Class B Common Shares [Member]  
Statement [Line Items]  
Class B Shares Issued for Settlement | shares 950,000

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