INTANGIBLE ASSET (Details Narrative) - USD ($) |
9 Months Ended | |||
|---|---|---|---|---|
Oct. 11, 2022 |
Sep. 30, 2022 |
Dec. 31, 2021 |
Sep. 10, 2021 |
|
| Finite-Lived Intangible Assets [Line Items] | ||||
| Intangible asset | $ 9,860,617 | $ 1,477,237 | ||
| Purchase price of purchased asset | 725,000 | |||
| Contingent consideration payable | $ 750,000 | |||
| Asset Purchase Agreement [Member] | Closing Prefunded Warrants [Member] | ||||
| Finite-Lived Intangible Assets [Line Items] | ||||
| Prefunded warrant, description | (a)(i) $3,500,000 divided by (ii) a per share price equal to the average of the volume weighted average price (“VWAP”) of the Purchaser’s common shares for the ten trading days immediately preceding March 10, 2022 (or $1.79 per share) (“Closing Tranche 1”) (issued), and (b)(i) $1,500,000 divided by (ii) a per share price equal to the average of the VWAP of the Purchaser’s common shares for the ten trading days immediately preceding the date on which patent resubmission work for the patents set forth in the Agreement is completed (“Closing Tranche 2”) | |||
| Asset Purchase Agreement [Member] | Post-Closing Prefunded Warrants [Member] | ||||
| Finite-Lived Intangible Assets [Line Items] | ||||
| Prefunded warrant, description | (i) $8,000,000 divided by (ii) a per share price equal to the VWAP of the Purchaser’s common shares for the ten trading days immediately before the issuance date of those Post-Closing Prefunded Warrants (or $2.43 per share). $5,000,000 of the Post Closing Prefunded Warrants will be issued to Seller on June 30, 2022 (issued). $3,000,000 of the Post-Closing Prefunded Warrants will be issued to Seller on December 31, 2022. In each case, the Post-Closing Prefunded Warrants will be paid in full upon issuance. If a Patent is issued within 24 months of the Closing Date, and such Patent is transferred to the Purchaser free and clear of all Encumbrances, then the Post-Closing Prefunded Warrants will vest and become exercisable in four equal amounts commencing on the date of issuance of the Patent and then for the three subsequent three-month anniversaries thereof. If a Patent does not issue from the CERES-MNG Patent Application within 24 months from the Closing Date, the Post-Closing Prefunded Warrants will be returned to the Purchaser, and the Purchase Price shall be adjusted downward dollar for dollar. All Post-Closing Prefunded Warrants are subject to Shareholder Approval before vesting can occur | |||
| Asset Purchase Agreement [Member] | Maximum [Member] | ||||
| Finite-Lived Intangible Assets [Line Items] | ||||
| Purchase price of purchased asset | $ 14,475,000 | |||
| Asset Purchase Agreement [Member] | Manna Nutritional Group, LLC [Member] | ||||
| Finite-Lived Intangible Assets [Line Items] | ||||
| Cash | $ 1,475,000 | |||
| Cash payable for agreement descripition | $725,000 in cash payable follows: (a) $225,000 payable on the Effective Date (paid); and (b) $500,000 payable within 120 days after the Effective Date (paid), to reimburse MNG for, without limitation, satisfaction of all the secured debt as listed in Section 2.04 of the Disclosure Schedules to the Agreement (the “Secured Debt”); and | |||
| Asset Purchase Agreement [Member] | Manna Nutritional Group, LLC [Member] | Subsequent Event [Member] | ||||
| Finite-Lived Intangible Assets [Line Items] | ||||
| Repayments of related party debt | $ 750,000 | |||
| Asset Purchase Agreement [Member] | Manna Nutritional Group, LLC [Member] | Intellectual Property [Member] | ||||
| Finite-Lived Intangible Assets [Line Items] | ||||
| Intangible asset | $ 9,860,617 |