Quarterly report pursuant to Section 13 or 15(d)

INTANGIBLE ASSET (Details Narrative)

v3.22.2.2
INTANGIBLE ASSET (Details Narrative) - USD ($)
6 Months Ended
Jun. 30, 2022
Dec. 31, 2021
Sep. 10, 2021
Finite-Lived Intangible Assets [Line Items]      
Intangible asset $ 9,187,862 $ 1,477,237  
Purchase price of purchased asset 725,000    
Contingent consideration payable $ 741,561    
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”)    
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    
Intellectual Property [Member] | Maximum [Member]      
Finite-Lived Intangible Assets [Line Items]      
Purchase price of purchased asset $ 14,475,000    
Purchase Agreement [Member] | Manna Nutritional Group L L C [Member]      
Finite-Lived Intangible Assets [Line Items]      
Intangible asset     $ 9,187,862
Asset Purchase Agreement [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