Form 10-Q - Quarterly report [Sections 13 or 15(d)]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For The Quarterly Period Ended June 30, 2024

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number: 001-41875

ELEVAI LABS INC.

(Exact name of registrant as specified in its charter)

Delaware		85-1399981
(State of incorporation)		(I.R.S. Employer Identification No.)

Graydon Bensler

120 Newport Center Drive, Suite 250

Newport Beach, CA 92660

(Address of principal executive office) (Zip code)

(866) 794-4940

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.0001 per share		ELAB		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period than the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☐ No ☒

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of August 14, 2024, there were 20,192,114 shares of our common stock, par value $0.0001 per share, issued and outstanding.

Elevai Labs Inc.Quarterly Report on Form 10-Q

TABLE OF CONTENTS

PART I – FINANCIAL INFORMATION		1

Item 1.	Financial Statements	1

	Notes to Unaudited Condensed Consolidated Financial Statements	6

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	22

Item 3.	Quantitative and Qualitative Disclosure About Market Risk	34

Item 4.	Controls and Procedures	34

PART II – OTHER INFORMATION		35

Item 1.	Legal Proceedings	35

Item 1A.	Risk Factors	35

Item 2.	Recent Sales of Unregistered Securities; Use of Proceeds and Issuer Purchases of Equity Securities	35

Item 3.	Defaults Upon Senior Securities	35

Item 4.	Mine Safety Disclosures	35

Item 5.	Other Information	35

Item 6.	Exhibits	36

SIGNATURES		37

Forward-Looking Statements

This Quarterly Report on Form 10-Q (this “Quarterly Report”) of Elevai Labs Inc. (“we,” “us,” “our,” “Elevai” and the “Company”) contains statements that constitute “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Any statements that are not statements of historical facts may be deemed to be forward-looking statements. These statements appear in several different places in this Quarterly Report and, in some cases, can be identified by words such as “anticipates,” “estimates,” “projects,” “expects,” “contemplates,” “intends,” “believes,” “plans,” “may,” “will” or their negatives or other comparable words, although not all forward-looking statements contain these identifying words. Forward-looking statements in this Quarterly Report may include, but are not limited to, statements and/or information related to: our financial performance and projections; our business prospects and opportunities; our business strategy and future operations; the projection of timing and delivery of products in the future; projected costs; expected production capacity; expectations regarding demand and acceptance of our products; estimated costs of research and development to develop new pipeline products; trends in the market in which we operate; the plans and objectives of management; our liquidity and capital requirements, including cash flows and uses of cash; trends relating to our industry; plans relating to our current products; and plans and intentions to regain compliance with the listing requirements of The Nasdaq Stock Market LLC (“Nasdaq”), including, among other things, through the implementation of a reverse stock split.

We have based these forward-looking statements on our current expectations about future events on information that is available as of the date of this Quarterly Report, and any forward-looking statements made by us speak only as of the date on which they are made. While we believe these expectations are reasonable, such forward-looking statements are inherently subject to risks and uncertainties, many of which are beyond our control. Our actual future results may differ materially from those discussed or implied in our forward-looking statements for various reasons, including, our ability to change the direction of the Company; our ability to keep pace with new technology and changing market needs; our capital needs, and the competitive environment of our business. Additional Factors that could contribute to such differences include, but are not limited to:

●

general economic and business conditions, including changes in interest rates;

●

prices of other competitive products, costs associated with research and development of our products and other economic conditions;

●

the effect of an outbreak of disease or similar public health threat, such as any future outbreak of COVID-19 on the Company’s business (natural phenomena, including the lingering effects of the COVID-19 pandemic);

●

the impact of political unrest, natural disasters or other crises, terrorist acts, acts of war and/or military operations, and our ability to maintain or broaden our business relationships and develop new relationships with strategic alliances, suppliers, customers, distributors or otherwise;

●

breaches in data security, failure of information security systems, cyber-attacks or other security or privacy-related incidents affecting us or our suppliers;

●

the ability of our information technology systems or information security systems to operate effectively;

●

actions by government authorities, including changes in government regulation;

●

uncertainties associated with legal proceedings;

●

changes in the size of the medical aesthetics, cosmetics and biotechnology market;

●

future decisions by management in response to changing conditions;

●

the Company’s ability to execute prospective business plans;

●

misjudgments in the course of preparing forward-looking statements;

●

the Company’s ability to raise sufficient funds to carry out its proposed business plan;

●

inability to keep up with advances in medical aesthetics and biotechnology;

●

inability to design, develop, market and sell new medical aesthetics and biotech products that address additional market opportunities to generate revenue and positive cash flows;

●

dependency on certain key personnel and any inability to retain and attract qualified personnel;

●

inability to succeed in establishing, maintaining and strengthening the Elevai brand;

●

our expectations regarding our ability to obtain, maintain, protect, defend and enforce our intellectual property rights and operate without infringing, misappropriating, or otherwise violating the intellectual property rights of others;

●

disruption of supply or shortage of raw materials;

●

the unavailability, reduction or elimination of government and economic incentives;

●

failure to manage future growth effectively; and

●

the other risks and uncertainties detailed from time to time in our filings with the Securities and Exchange Commission (“SEC”), including but not limited to those described under “Risk Factors” in Part I, Item 1A of the Company’s Annual Report on Form 10-K as amended for the year ended December 31, 2023, filed with the SEC on March 29, 2024 (the “Form 10-K”).

Although management has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. There is no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such forward-looking statements. Accordingly, readers should not place undue reliance on forward-looking statements. These cautionary remarks expressly qualify, in their entirety, all forward-looking statements attributable to our Company or persons acting on our Company’s behalf. We do not undertake to update any forward-looking statements to reflect actual results, changes in assumptions or changes in other factors affecting such statements, except as, and to the extent required by, applicable securities laws.

iii

PART I - FINANCIAL INFORMATION

Item 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Condensed Consolidated Financial Statements of

For the quarterly periods ended June 30, 2024, and 2023

(Unaudited - Expressed in United States Dollars)

Elevai Labs Inc.

Condensed Consolidated Balance Sheets

(Unaudited - Expressed in United States dollar)

As of:	June 30, 2024			December 31, 2023

ASSETS
Current Assets
Cash	$	100,034		$	3,326,851
Receivables, net		29,070			36,161
Prepaids and deposits		923,444			1,060,765
Inventory, net		978,548			495,667
Total Current Assets		2,031,096			4,919,444

Deposit		10,773			10,773
Property and equipment, net		55,751			53,119
Intangibles, net		2,845,066			-
Operating lease right-of-use asset		137,535			206,582
TOTAL ASSETS	$	5,080,221		$	5,189,918

LIABILITIES
Current Liabilities
Accounts payable and accrued liabilities	$	1,181,441		$	669,375
Customer deposits		24,314			36,693
Due to related parties		173,648			77,127
Current portion of consideration payable		348,403			-
Current portion of lease liability		140,063			145,000
Derivative liabilities		67,355			369,158
Total Current Liabilities		1,935,224			1,297,353

Consideration payable		505,361			-
Operating lease liability		-			65,489
TOTAL LIABILIITES	$	2,440,585		$	1,362,842

Commitments and Contingencies

EQUITY
Common stock, $0.0001 par value, 300,000,000 shares authorized; 18,892,115 and 17,329,615 shares issued and outstanding as of June 30, 2024, and December 31, 2023, respectively		1,889			1,733
Additional paid-in capital		12,470,136			10,849,031
Accumulated other comprehensive income		1,242			202
Accumulated deficit		(9,833,631	)		(7,023,890	)
TOTAL EQUITY		2,639,636			3,827,076

TOTAL LIABILITIES AND EQUITY	$	5,080,221		$	5,189,918

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

Elevai Labs Inc.

Condensed Consolidated Statements of Operations and Comprehensive Loss

For the Three & Six months ended June 30, 2024, and 2023

(Unaudited - Expressed in United States dollar)

	Three months ended June 30, 2024			Three months ended June 30, 2023			Six months ended June 30, 2024			Six months ended June 30, 2023

Revenue	$	605,529			316,530			1,220,092			459,350
Cost of sales		166,275			108,180			335,186			152,613
Gross profit	$	439,254			208,350			884,906			306,737

Expenses
Depreciation and amortization		2,709			2,888			5,093			5,385
Marketing and promotion		721,489			114,051			1,114,527			216,727
Consulting fees		185,443			149,723			581,569			233,687
Office and administrative		663,956			529,950			1,542,564			964,009
Professional fees		158,143			168,933			338,065			306,730
Investor relations		6,377			37,452			104,622			75,720
Research and development		52,385			133,654			173,526			217,395
Foreign exchange (gain) loss		244			2,374			785			2,633
Travel and entertainment		57,121			122,655			116,229			184,170
Total Expenses	$	1,847,867			1,261,680			3,976,980			2,206,456

Net loss before other income (expense)	$	(1,408,613	)		(1,053,330	)		(3,092,074	)		(1,899,719	)

Other income (expense)
Change in fair value of derivative liabilities		26,864			(222,468	)		301,803			(459,246	)
Interest expense		(30,806	)		(4,409	)		(54,343	)		(7,045	)
Interest income		64			349			150			5,456
Other income		-			-			34,723			-
Net loss	$	(1,412,491	)		(1,279,858	)		(2,809,741	)		(2,360,554	)

Other comprehensive income (loss)
Currency translation adjustment		(141	)		262			1,040			375
Total comprehensive loss	$	(1,412,632	)		(1,279,596	)		(2,808,701	)		(2,360,179	)

Basic and diluted loss per share	$	(0.08	)		(0.128	)		(0.158	)		(0.240	)
Weighted average shares outstanding		18,298,572			9,976,725			17,814,093			9,838,599

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

Elevai Labs Inc.

Condensed Consolidated Statements of Changes in Stockholders’ Equity

For the Three & Six months ended June 30, 2024, and 2023

(Unaudited - Expressed in United States dollars)

	Series seed 1 preferred stock				Series seed 2 preferred stock				Series A preferred stock				Common Stock				Additional						Accumulated other
	Number of shares		Amount		Number of shares		Amount		Number of shares		Amount		Number of shares		Amount		paid-in capital			Accumulated deficit			comprehensive income			Total
	#		$		#		$		#		$		#		$		$			$			$			$

Balance, April 1, 2023		213,730		21		3,635,252		364		1,861,799		186		9,880,975		988		4,714,674			(3,803,069	)		224			913,388
Private placement		-		-		-		-		-		-		107,861		11		323,578			-			-			323,589
Share-based compensation		-		-		-		-		-		-		-		-		109,907			-			-			109,907
Net loss for the period		-		-		-		-		-		-		-		-		-			(1,279,858	)		-			(1,279,858	)
Currency translation adjustment		-		-		-		-		-		-		-		-		-			-			262			262
Balance, June 30, 2023		213,730		21		3,635,252		364		1,861,799		186		9,988,836		999		5,148,159			(5,082,927	)		486			67,288

Balance, April 1, 2024		-		-		-		-		-		-		17,329,615		1,733		10,904,370			(8,421,140	)		1,383			2,486,346
Issued for acquisition of intangible assets		-		-		-		-		-		-		1,562,500		156		772,247			-			-			772,403
Obligation to issue stock for acquisition of intangible assets		-		-		-		-		-		-		-		-		838,374			-			-			838,374
Share-based compensation		-		-		-		-		-		-		-		-		(44,855	)		-			-			(44,855	)
Net loss for the period		-		-		-		-		-		-		-		-					(1,412,491	)		-			(1,412,491	)
Currency translation adjustment		-		-		-		-		-		-		-		-		-			-			(141	)		(141	)
Balance, June 30, 2024		-		-		-		-		-		-		18,892,115		1,889		12,470,136			(9,833,631	)		1,242			2,639,636

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

Elevai Labs Inc.

Condensed Consolidated Statements of Changes in Stockholders’ Equity

For the Three & Six months ended June 30, 2024, and 2023

(Unaudited - Expressed in United States dollars)

	Series seed 1 preferred stock				Series seed 2 preferred stock				Series A preferred stock				Common Stock				Additional					Accumulated other
	Number of shares		Amount		Number of shares		Amount		Number of shares		Amount		Number of shares		Amount		paid-in capital		Accumulated deficit			comprehensive income		Total
	#		$		#		$		#		$		#		$		$		$			$		$

Balance, January 1, 2023		213,730		21		3,635,252		364		1,861,799		186		9,568,475		957		3,852,044		(2,722,373	)		111		1,131,310
Private placement		-		-		-		-		-		-		357,861		36		1,073,553		-			-		1,073,589
Exercise of stock options		-		-		-		-		-		-		62,500		6		37,494		-			-		37,500
Share-based compensation		-		-		-		-		-		-		-		-		185,068		-			-		185,068
Net loss for the period		-		-		-		-		-		-		-		-		-		(2,360,554	)		-		(2,360,554	)
Currency translation adjustment		-		-		-		-		-		-		-		-		-		-			375		375
Balance, June 30, 2023		213,730		21		3,635,252		364		1,861,799		186		9,988,836		999		5,148,159		(5,082,927	)		486		67,288

Balance, January 1, 2024		-		-		-		-		-		-		17,329,615		1,733		10,849,031		(7,023,890	)		202		3,827,076
Issued for acquisition of intangible assets														1,562,500		156		772,247		-			-		772,403
Obligation to issue stock for acquisition of intangible assets		-		-		-		-		-		-		-		-		838,374		-			-		838,374
Share-based compensation		-		-		-		-		-		-		-		-		10,484		-			-		10,484
Net loss for the period		-		-		-		-		-		-		-		-		-		(2,809,741	)		-		(2,809,741	)
Currency translation adjustment		-		-		-		-		-		-		-		-		-		-			1,040		1,040
Balance, June 30, 2024		-		-		-		-		-		-		18,892,115		1,889		12,470,136		(9,833,631	)		1,242		2,639,636

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

Elevai Labs Inc.

Condensed Consolidated Statements of Cash Flows

For the Six months ended June 30, 2024, and 2023

(Unaudited - Expressed in United States dollars)

	June 30, 2024			June 30, 2023
Operating activities
Net loss	$	(2,809,741	)	$	(2,360,554	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		45,960			5,825
Share-based compensation		10,484			185,068
Straight-line rent expense		(1,379	)		(1,378	)
Change in fair value of derivative liabilities		(301,803	)		459,246
Non-cash interest expense		42,312			-
R&D costs for intangible assets		39,483			-

Changes in operating assets and liabilities:
Receivables		6,958			(21,480	)
Prepaid expenses and deposits		137,295			(183,518	)
Inventory		(482,881	)		(247,718	)
Accounts payable and accrued liabilities		210,111			375,053
Customer deposits		(12,379	)		75,194
Due to related parties		50,306			60,000
Cash flows used in operating activities	$	(3,104,757	)	$	(1,654,262	)

Investing activities
Purchase of equipment		(9,160	)		(11,191	)
Purchase of intangible assets		(112,320	)		-
Cash flows used in investing activities	$	(121,480	)	$	(11,191	)

Financing activities
Exercise of stock options		-			37,500
Proceeds from issuance of common stock and warrants		-			1,073,589
Cash flows provided by financing activities	$	-		$	1,111,089

Effect of exchange rate changes on cash		(580	)		728

Decrease in cash		(3,226,817	)		(553,636	)
Cash, beginning of period		3,326,851			1,154,901
Cash, ending of period	$	100,034		$	601,265

Supplemental cash flow information:
Cash paid for interest	$	11,104		$	4,898
Cash paid for taxes		-			-
Non-cash Investing and Financing transactions:
Common stock issued and issuable on acquisition of intangible asset	$	772,247		$	-
Obligation to issue stock for acquisition of intangible assets	$	838,374		$	-

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

Elevai Labs Inc.

Notes to the Condensed Consolidated Financial Statements

(Unaudited - Expressed in United States dollars)

Organization and nature of operations

Elevai Labs Inc. (“Elevai”) was incorporated under the laws of the State of Delaware on June 9, 2020. Elevai and its 100% owned subsidiaries, Elevai Research Inc, Elevai Skincare Inc., and Elevai BioSciences Inc., are collectively referred to in these unaudited condensed consolidated financial statements as “the Company”.

The Company is a skincare development company engaged in the design, manufacture, and marketing of skincare products in the skincare industry. The Company’s principal activities are developing and manufacturing skincare products.

On April 29, 2024, Elevai Skincare Inc. (“Skincare”) and Elevai BioSciences Inc. (“BioSciences”) were incorporated under the laws of the state of Delaware. Elevai is the sole shareholder of Skincare and BioSciences. The purpose of Skincare is to operate the Company’s existing business. While the purpose of BioSciences is to hold and develop the Company’s intellectual property. Effective May 1, 2024, Elevai transferred its operating assets and liabilities relating to its skincare business to Skincare in exchange for common shares of Skincare.

Going Concern

These unaudited condensed consolidated financial statements have been prepared on a going concern basis, which implies the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders and the ability of the Company to obtain necessary equity financing to continue operations, and ultimately the attainment of profitable operations.

As of June 30, 2024, and December 31, 2023, the Company had a net working capital of $95,872 and $3,622,091, respectively, and has an accumulated deficit of $9,833,631 and $7,023,890, respectively. Furthermore, for the six months ended June 30, 2024, and 2023, the Company incurred a net loss of $2,809,741 and $2,360,554, respectively and used $3,104,757 and $1,654,262, respectively of cash flows for operating activities. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. These unaudited condensed consolidated financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

The assessment of whether the going concern assumption is appropriate requires management to take into account all available information about the future, which is at least, but not limited to, 12 months from the date the financial statements are issued. The Company is aware that material uncertainties related to events or conditions may cast substantial doubt upon the Company’s ability to continue as a going concern.

Management’s plans that alleviate substantial doubt about the Company’s ability to continue as a going concern include raising additional debt or equity financing. Although the Company has been successful in raising funds in the past, and expects to do so in the future, there are no guarantees that it will be able to raise funds as anticipated.

Summary of Significant Accounting Policies

Basis of Presentation

These unaudited condensed consolidated financial statements have been prepared in accordance with rules and regulations of the Securities and Exchange Commission (“SEC”) and generally accepted accounting principles in the United States (“U.S. GAAP”) for interim financial information and are expressed in United States dollars. Accordingly, the unaudited condensed consolidated financial statements do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, we have included all adjustments considered necessary for a fair presentation and such adjustments are of a normal recurring nature. These unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements for the years ended December 31, 2023, and 2022. The results of operations for the six months ended June 30, 2024, are not necessarily indicative of the results to be expected for the full fiscal year ending December 31, 2024.

Elevai Labs Inc.

Notes to the Condensed Consolidated Financial Statements

(Unaudited - Expressed in United States dollars)

Principles of Consolidation

The unaudited condensed consolidated financial statements include the account of Elevai, and its 100% owned subsidiaries, Elevai Research, Skincare, and Bio Sciences. All intercompany accounts, transactions and profits were eliminated in the unaudited condensed consolidated financial statements.

Use of Estimates

The preparation of the unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to revenue recognition, the collectability of receivables, valuation of inventory, fair value of derivative liabilities and stock options, useful lives and recoverability of long-lived assets, and deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgements about the carrying value of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from those estimates. Estimates and assumptions are reviewed periodically, and the effects of revisions are reflected in the unaudited condensed consolidated financial statements in the period they are determined.

Foreign Currency Translation

The Company’s functional and reporting currency is the U.S. dollar. The functional currency of Elevai Research is the Canadian dollar. Monetary assets and liabilities denominated in foreign currencies are translated using the exchange rate prevailing at the balance sheet date. Non-monetary assets, liabilities, and items recorded in income arising from transactions denominated in foreign currencies are translated at rates of exchange in effect at the date of the transaction. Gains and losses arising on translation or settlement of foreign currency denominated transactions or balances are included in the determination of income.

The accounts of Elevai Research are translated to U.S. dollars using the current rate method. Accordingly, assets and liabilities are translated into U.S. dollars at the period-end exchange rate while revenues and expenses are translated at the average exchange rates during the period. Related exchange gains and losses are included in a separate component of stockholders’ equity as accumulated other comprehensive income (loss).

Intangible Asset

In accordance with ASC 350 “Intangibles—Goodwill and Other”, intangible assets are recorded at cost less accumulated amortization. They are depreciated using the straight-line method over their estimated useful lives, which reflect the period over which economic benefits are expected to be realized. In accordance with ASC 730 “Research and development costs”, an acquired in-process researched and development (“IPR&D”) intangible asset with an alternative future use is capitalized, in accordance with ASC 350 and amortized over its useful life. Although IPR&D assets are likely to be finite-lived, amortization does not begin until the research and development projects are completed. In accordance with the IPR&D asset purchase agreement, the Company is required to meet development milestones starting with the initiation of a pre-clinical IND-enabling study within 2 years of the acquisition date, and ending with obtaining marketing approval from the FDA within 9 years of the acquisition date. Management assesses impairment indicators at each reporting period end. The estimated useful lives of intangible assets are generally as follows:

License #1	10-year straight-line
License #2	IPR&D project not yet complete

Elevai Labs Inc.

Notes to the Condensed Consolidated Financial Statements

(Unaudited - Expressed in United States dollars)

New Accounting Standards

Recently Adopted Accounting Standards

In March 2022, the FASB issued ASU 2022-02, ASC Subtopic 326 “Credit Losses”: Troubled Debt Restructurings and Vintage Disclosures. Since the issuance of Accounting Standards Update No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, the Board has provided resources to monitor and assist stakeholders with the implementation of Topic 326. Post-Implementation Review (PIR) activities have included forming a Credit Losses Transition Resource Group, conducting outreach with stakeholders of all types, developing educational materials and staff question-and-answer guidance, conducting educational workshops, and performing an archival review of financial reports. ASU No. 2022-02 is effective for annual and interim periods beginning after December 15, 2022. The adoption of this standard did not have a significant impact on the Company’s unaudited condensed consolidated financial statements.

In June 2022, the FASB issued ASU 2022-03, ASC Subtopic 820 “Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions”. The FASB is issuing this Update (1) to clarify the guidance in Topic 820, Fair Value Measurement, when measuring the fair value of an equity security subject to contractual restrictions that prohibit the sale of an equity security, (2) to amend a related illustrative example, and (3) to introduce new disclosure requirements for equity securities subject to contractual sale restrictions that are measured at fair value in accordance with Topic 820.

Stakeholders asserted that the language in the illustrative example resulted in diversity in practice on whether the effects of a contractual restriction that prohibits the sale of an equity security should be considered in measuring that equity security’s fair value. Some stakeholders apply a discount to the price of an equity security subject to a contractual sale restriction, whereas other stakeholders consider the application of a discount to be inappropriate under the principles of Topic 820.

For public business entities, the amendments in this Update are effective for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. The adoption of this standard did not have a significant impact on the Company’s unaudited condensed consolidated financial statements.

Recently Issued Accounting Standards

The Company assesses the adoption impacts of recently issued, but not yet effective, accounting standards by the Financial Accounting Standards Board on the Company’s unaudited condensed consolidated financial statements.

There are no recently issued accounting standards which may have effect on the Company’s unaudited condensed consolidated financial statements

Elevai Labs Inc.

Notes to the Condensed Consolidated Financial Statements

(Unaudited - Expressed in United States dollars)

Receivables

As of June 30, 2024, receivables consisted of the following:

	June 30, 2024		December 31, 2023
Trade receivable	$	20,709	$	33,089
Sales taxes receivable		8,361		3,072
	$	29,070	$	36,161

The Company records sales taxes receivable for recoverable sales taxes paid on eligible purchases in its Canadian subsidiary. As at June 30, 2024, and December 31, 2023, the Company recorded a provision for credit losses of $nil and $nil, respectively.

Prepaids and Deposits

As of June 30, 2024, and December 31, 2023, prepaid and deposits consisted of the following:

	June 30, 2024		December 31, 2023
Prepaid expenses	$	888,129	$	957,645
Deposits		46,088		113,893
	$	934,217	$	1,071,538

Prepaids and deposits - current		923,444		1,060,765
Deposits- non-current		10,773		10,773

As of June 30, 2024, and December 31, 2023, the security deposit on the Company’s long-term lease in the amount of $10,773 and $10,773, respectively, is classified as a non-current deposit on the balance sheet.

Inventory

As of June 30, 2024, and December 31, 2023, inventory consisted of the following:

	June 30, 2024		December 31, 2023
Raw materials	$	474,124	$	279,514
Work in progress		290,080		147,906
Finished goods		214,344		68,247
	$	978,548	$	495,667

Cost of inventory recognized as expense in cost of sales for the six months ended June 30, 2024, and 2023, totaled $152,559 and $73,896, respectively. In addition, the cost of inventory relating to samples given out and expensed in marketing and promotion for the six months ended June 30, 2024, and 2023, totaled $92,907 and $64,718, respectively. As of June 30, 2024, and December 31, 2023, the Company recorded an allowance for inventory of $nil and $nil, respectively.

Elevai Labs Inc.

Notes to the Condensed Consolidated Financial Statements

(Unaudited - Expressed in United States dollars)

Property and Equipment

	Equipment		Furniture and Fixtures		Computers			Total
Cost
Balance, December 31, 2022	$	50,516	$	8,365	$	2,759		$	61,640
Additions		2,658		8,533		-			11,191
Disposal									-
Foreign currency translation						61			61
Balance, December 31, 2023	$	53,174	$	16,898	$	2,820		$	72,892
Additions		9,160		-		-			9,160
Foreign currency translation		-		-		(87	)		(87	)
Balance, June 30, 2024	$	62,334	$	16,898	$	2,733		$	81,965

Accumulated depreciation
Balance, December 31, 2022	$	7,052	$	548	$	505		$	8,105
Depreciation		8,680		2,414		555			11,649
Foreign currency translation						19			19
Balance, December 31, 2023	$	15,732	$	2,962	$	1,079		$	19,773
Depreciation		4,994		1,207		276			6,478
Foreign currency translation		-		-		(36	)		(36	)
Balance, June 30, 2024	$	20,727	$	4,169	$	1,318		$	26,214

Net book value
December 31, 2023	$	37,442	$	13,936	$	1,741		$	53,119
June 30, 2024	$	41,607	$	12,729	$	1,415		$	55,751

During the six months ended June 30, 2024, and 2023, the Company capitalized depreciation of $1,384 and $440, respectively as part of the production of inventory.

Intangible assets

On January 15, 2024, the Company entered into a license agreement with a Biotechnology company to use their proprietary technology and process to assist in formulating stem cells (“License #1”). The term of the license is 10 years and has a purchase price of $1,000,000. The payments structure for License #1 is as follows:

	a)	$50,000 payable upon executing the license (paid)

	b)	$350,000 payable on July 15, 2024 (Note 17)

	c)	$600,000 payable on completion of technology transfer or two years from January 15, 2024, whichever comes first.

The cost of License #1 will be measured at $861,452, which is the fair value of the consideration payable on initial recognition, determined by discounting the future payments using a market interest rate of 11.75%.

On April 30, 2024, the Company entered into an exclusive license agreement with a pharmaceutical company granting the Company rights to develop, manufacture, and commercialize licensed products (“License #2”). The Company has classified License #2 as an IPR&D asset resulting in only the acquisition costs plus any transaction costs to be capitalized upon acquisition. The research and development project associated with License #2 is not yet complete and as a result the Company has not yet determined the useful life of the IPR&D asset.

Elevai Labs Inc.

Notes to the Condensed Consolidated Financial Statements

(Unaudited - Expressed in United States dollars)

The Company paid consideration of $400,000 and 950,000 common shares with a value of $492,850 to the pharmaceutical company. The shares issued to the pharmaceutical company are unregistered and subject to trading restrictions for six months from the issue date resulting in a fair value discount adjustment of $173,100 on the value of the common shares issued to the pharmaceutical company. The Company incurred transaction costs of $12,320 in legal fees and $1,117,771 in common shares paid to a consultant who assisted in acquiring License #2. The common shares to be issued to the consultant will be unregistered and subject to trading restrictions for a 1-year period from the issue date of the first tranche resulting in a fair value discount adjustment of $599,863 on the value of the common shares issued to the consultant. The fair value adjustments were calculated using the Black-Scholes Option Pricing Model

The Black-Scholes Option Pricing Model requires six basic data inputs: the exercise or strike price, expected time to expiration or exercise, the risk-free interest rate, the current stock price, the estimated volatility of the stock price in the future, and the dividend rate. Changes to these inputs could produce a significantly higher or lower fair value measurement.

The following assumptions were used in the Black-Scholes option pricing model:

	Initial recognition
Risk-free interest rate		5.12-5.44	%
Expected life		0.5-1 years
Expected dividend rate		0.00	%
Expected volatility		100	%

The consultant is to receive 2,450,000 shares in the following tranches and all shares were earned (i.e. fully vested) upon the Company’s acquisition of License #2 as follows:

●

May 3, 2024: 612,500 Shares (issued)

●

August 1, 2024: 612,500 Shares (issued, Note 17)

●

November 1, 2024: 612,500 Shares

●

February 2, 2025: 612,500 Shares

The cost of License #2 IPR&D asset will be $2,023,097, which is the fair value of the consideration paid on initial recognition

	License #1		License #2 (IPR&D asset)		Total
Cost
Balance, December 31, 2023	$	-		-		-
Additions		861,452		2,023,097		2,884,549
Balance, June 30, 2024	$	861,452		2,023,097		2,884,549

Accumulated depreciation
Balance, December 31, 2023	$	-		-		-
Additions		39,483		-		39,483
Balance, June 30, 2024	$	39,483		-		39,483

Net Book value – June 30, 2024	$	821,969		2,023,097		2,845,066

Elevai Labs Inc.

Notes to the Condensed Consolidated Financial Statements

(Unaudited - Expressed in United States dollars)

Operating Lease

During 2022, the Company entered into a noncancelable operating lease that includes two property location, one which is being used as the Company’s office and the other as its lab for research and development and the production of inventory. The lease had a commencement date of June 1, 2022, and expires on May 31, 2025, after which the term will continue on a month-to-month basis.

On July 3^rd, 2023, the Company amended the terms of the previously entered lease agreement to lease additional office space from the lessor. Rent increased from $10,773 to $13,477 per month commencing July 1, 2023, through May 31, 2025. The lease amendment required a remeasurement of the lease liability which resulted in an increase of $47,986 to the lease liability and an equal increase in the right of use asset as of July 1, 2023.

The Company recognized a total lease cost related to its noncancelable operating lease of $79,481 and $63,259 for the six months ended June 30, 2024, and 2023, respectively. The lease cost has been allocated as follows based on the square footage of each property location.

	June 30, 2024		June 30, 2023
Office space, recorded in office and administration	$	60,575	$	44,353
Lab space, recorded in research and development		11,928		16,613
Lab space, capitalized to production of inventory		6,978		2,293
	$	79,481	$	63,259

As of June 30, 2024, and December 31, 2023, the Company recorded a security deposit of $10,773. (Note 5)

Future minimum lease payments under the Company’s operating lease that has an initial noncancelable lease term in excess of one year at March 31, 2024, are as follows:

As of March 31, 2024	Total
2024		80,861
2025		67,384
Thereafter		-
		148,245
Less: Imputed interest		(8,182	)
Operating lease liability		140,063

Operating lease lability – current		140,063
Operating lease lability – non-current	$	-

On July 3rd, 2023, the Company amended the terms of the previously entered lease agreement on July 4, 2022, to acquire more space. Rent shall increase to $13,476.75 per month commencing July 1, 2023. The Company used a discount rate of 11.50% upon the remeasurement of the lease liability on July 1, 2023, compared to an original discount rate of 8% on lease commencement, as its incremental cost of borrowing due to the amendment. The remaining lease term as of June 30, 2024, is 0.92 years (December 31, 2023 – 1.42 years).

10.

Accounts Payable and Accrued Liabilities

As of June 30, 2024, and December 31, 2023, accounts payable and accrued liabilities consisted of the following:

	June 30, 2024		December 31, 2023
Accounts payable	$	1,140,634	$	596,147
Accrued liabilities		40,807		73,228
	$	1,181,441	$	669,375

Elevai Labs Inc.

Notes to the Condensed Consolidated Financial Statements

(Unaudited - Expressed in United States dollars)

11.

Consideration payable

On January 15, 2024, the Company entered into a license agreement with a Biotechnology company to use their proprietary technology and process to assist in formulating stem cells. The remaining amount of the payments to be made in accordance with the interest free payment schedule disclosed in Note 8 is $950,000.

The Company has accounted for a discount, using a market interest rate of 11.75%, on the consideration payable to reflect the imputed interest on future installments, totaling $138,548.

	Consideration payable
Outstanding, December 31, 2023	$	-
Additions		861,452
Payment		(50,000	)
Accretion expense		42,312
Outstanding, June 30, 2024	$	853,764

Consideration payable – current		348,403
Consideration payable – non-current	$	505,361

12.

Derivative liabilities

On July 15, 2022, the Company issued 231,828 common stock purchase warrants with an exercise price of $2.01 as part of the conversion of promissory notes.

On November 21, 2023, the Company completed its Initial Public Offering (“IPO”) and issued 75,000 warrants (the “IPO warrants”). The IPO warrants are exercisable into one common share of the Company at $4 per share and expire on November 21, 2028.

We analyzed the common stock purchase warrants issued as partial settlement of the promissory notes payable and the IPO warrants against the requirements of ASC 480, Distinguishing Liabilities from Equity, and determined that the warrants should be classified as financial liabilities since the terms allows for a cashless net share settlement at the option of the holder.

ASC 815, Derivatives and Hedging, requires that the warrants be accounted for as derivative liabilities with initial and subsequent measurement at fair value with changes in fair value recorded as other income (expense).

A continuity of the Company’s common stock purchase derivative liability warrants is as follows:

	Derivative liabilities
Outstanding, December 31, 2022	$	68,455
Addition of new derivatives during IPO		229,437
Change in fair value of derivative liabilities		71,266
Outstanding, December 31, 2023	$	369,158
Change in fair value of derivative liabilities		(301,803	)
Outstanding, June 30, 2024	$	67,355

We determined our derivative liabilities to be a Level 3 fair value measurement and used the Black-Scholes Option Pricing Model to calculate the fair value as of initial recognition and as of June 30, 2024, and December 31, 2023. The Black-Scholes Option Pricing Model requires six basic data inputs: the exercise or strike price, expected time to expiration or exercise, the risk-free interest rate, the current stock price, the estimated volatility of the stock price in the future, and the dividend rate. Changes to these inputs could produce a significantly higher or lower fair value measurement.

Elevai Labs Inc.

Notes to the Condensed Consolidated Financial Statements

(Unaudited - Expressed in United States dollars)

The following assumptions were used in the Black-Scholes option pricing model:

	June 30, 2024			December 31, 2023			November 21, 2023			December 31, 2022			July 15, 2022
Risk-free interest rate		4.33 - 4.52	%		3.84 - 4.01	%		4.41	%		4.73	%		3.12	%
Expected life ¹		2.82 – 4.40 years			3.32 – 4.90 years			5 years			0.75 years			0.6 years
Expected dividend rate		0	%		0	%		0.00	%		0.00	%		0.00	%
Expected volatility		100	%		100	%		100	%		100	%		100	%

As of June 30, 2024, the following warrants were outstanding:

Outstanding		Expiry date¹	Weighted average exercise price ($)
	75,840	April 27, 2027		2.01
	63,037	April 27, 2027		2.01
	80,388	April 27, 2027		2.01
	12,563	April 27, 2027		2.01
	75,000	November 21, 2028		4.00
	306,828			2.49

As of June 30, 2024, and December 31, 2023, the weighted average life of derivative liability warrants outstanding was 3.21 and 3.71 years, respectively.

On April 28, 2023, the Company amended the warrant agreements for the 231,828 derivative liability warrants outstanding. The amendment removed the clause to automatically convert warrants to shares on IPO date and all warrants were given an expiry date of April 27, 2027. This led to an increase in the expected life input in the Black-Scholes model as of December 31, 2023, compared to December 31, 2022, when the Company used the expected IPO date to calculate the expected life of the warrants.

13.

Equity

Common Stock

Authorized

As of June 30, 2024, and December 31, 2023, the Company had 300,000,000 common stock authorized, each having a par value of $0.0001.

Issued and outstanding

As of June 30, 2024, and December 31, 2023, the Company had 18,892,115 and 17,329,615 shares issued and outstanding, respectively.

Transactions during the six months ended June 30, 2024

On April 30, 2024, the Company issued 950,000 common shares on acquisition of License #2 and $492,945 was recognized in equity. A total of $95 was recognized in common stock and the remainder of $492,850 to additional paid in capital (Note 8). These shares are unregistered and restricted from trading as disclosed in Note 8.

Elevai Labs Inc.

Notes to the Condensed Consolidated Financial Statements

(Unaudited - Expressed in United States dollars)

On May 3, 2024, the Company committed to issue 2,450,000 fully vested shares, of which 612,500 common shares have been issued, for the acquisition of License #2. A total of $1,117,832 was recognized in equity, of which $62 was recognized in common stock and the remainder of $1,117,771 to additional paid in capital (Note 8). These shares are unregistered and restricted from trading as disclosed in Note 8.

Transactions during the six months ended June 30, 2023

On January 6, 2023, the Company issued 62,500 common stock upon the exercise of 62,500 stock options with an exercise price of $0.60 per common stock for $37,500, of which $6 was recognized in common stock and the remaining $37,494 in additional paid-in capital.

On March 2, 2023, the Company issued 250,000 common stock and 250,000 common stock purchase warrants for $750,000, of which $25 was recognized in common stock and the remaining $749,975 in additional paid-in capital. These warrants are accounted for as equity warrants.

On April 14, 2023, the Company issued 97,681 common stock, of which $10 was recognized in common stock and the remaining $293,579 in additional paid-in capital.

On May 15, 2023, the Company issued 10,000 common stock, of which $1 was recognized in common stock and the remaining $29,999 was recognized in additional paid-in capital

Preferred Stock

Authorized

As of March 31, 2024, and December 31, 2023, the Company had 75,000,000 of all preferred stock authorized, each having a par value of $0.0001 per stock.

The holders of Preferred Stock shall have the right to convert their shares of Preferred Stock, at any time, into shares of Common Stock at a conversion price of 1:1. Upon IPO, all preferred shares were converted into common shares on November 21, 2023.

Issued and outstanding

As at June 30, 2024, and December 31, 2023, the Company had Nil preferred stock issued and outstanding.

Transactions during the six months ended June 30, 2024, and 2023

There were no preferred stock transactions during the six months ended June 30, 2024, and 2023.

Equity Warrants

Transactions during the six-month ended June 30, 2024.

There was no equity warrant activity during the six months ended June 30, 2024

Elevai Labs Inc.

Notes to the Condensed Consolidated Financial Statements

(Unaudited - Expressed in United States dollars)

Transactions during the six-month ended June 30, 2023.

On March 2, 2023, the Company issued 250,000 common stock and 250,000 common stock purchase warrants. Each warrant is exercisable at $3.00 per common stock. The warrants shall be exercisable, in whole or in part at the issue date but such exercisability shall cease upon the date of the Company’s IPO and listing of its common shares on the Nasdaq Capital Market or other Trading Market and shall continue to be exercisable in whole or in part immediately after the Lock-up Period but no later than the Warrant Expiration Date or Accelerated Warrant Expiration Date (the “Exercise Period”). In the event of the Company’s initial public offering and listing of shares of its common stock on a Trading Market, the Company shall notify the holder at least fifteen (15) calendar days prior to the consummation of such IPO. “Trading Market” shall mean a “national securities exchange” that has registered with the SEC under Section 6 of the Securities Exchange Act of 1934. The Expiration Date shall be the earlier of (i) three years and one hundred eighty (180) days from the issue date (the “Warrant Expiration Date”) or (ii) upon the Company’s reasonable judgment and written notice to the purchaser, of the Company’s option to accelerate the Warrant Expiration Date whereby upon purchaser’s receipt of the Company’s written notice of acceleration during the Exercise Period, the Purchaser’s option to exercise any number of warrants shall occur no later than fourteen (14) days following the receipt of the written notice of acceleration (the “Accelerated Warrant Expiration Date”). For the avoidance of doubt, it shall be reasonable for the Company to accelerate the Expiration Date of this warrant to coincide with transactions including, but not limited to (i) a change of control including but not limited to the voluntary or involuntary sale, assignment, transfer or other disposition, or transfer by operation of law, of more than 50% of any direct or indirect equity interest of the Company; or (ii) a subsequent capital financing other than the IPO consisting of but not limited to an offer or proposal for, or indication of interest in, the issuance of debt or the capital stock of the Company.

As of June 30, 2024, and December 31, 2023, the following equity warrants were outstanding:

Outstanding		Expiry date	Weighted average exercise price ($)
	250,000	August 28, 2026		3.00
	99,998	March 12, 2027		3.00
	349,998			3.00

As of June 30, 2024, and December 31, 2023, the weighted average life of equity warrants outstanding was 2.32 and 2.81 years, respectively.

Stock Options

The Company has a stock option plan included in the Company’s 2020 Equity Incentive Plan (the “Plan”) where the Board of Directors or any of its committees can grant Incentive Stock Options, Nonstatutory Stock Options, and Restricted Stock to employees, advisors and directors of the Company. As of December 31, 2023 and 2022, the aggregate number of shares allocated and made available for issuance pursuant to stock options granted under the Plan shall not exceed 1,734,188 shares. The plan shall remain in effect until it is terminated by the Board of Directors.

Transactions during the six-month ended June 30, 2024

In January 2024, the Company granted 12,500 stock options with a contractual life of ten years and an exercise price of $5.00 per common stock. These stock options were valued at $16,178 using the Black-Scholes Option Pricing Model. The options vest 25% on the first anniversary of the grant date and the remaining 75% vest evenly over 36 months thereafter.

On March 6, 2024, the Company granted 80,000 stock options with a contractual life of ten years and an exercise price of $1.00 per common stock. These stock options were valued at $52,845 using the Black-Scholes Option Pricing Model. The options vest 25% on the first anniversary of the grant date and the remaining 75% vest evenly over 36 months thereafter.

Transactions during the six-month ended June 30, 2023

On February 1, 2023, the Company granted 10,000 stock options with a contractual life of ten years and an exercise price of $5.00 per common stock. These stock options were valued at $10,767 using the Black-Scholes Option Pricing Model. The options vest 25% on the first anniversary of the grant date and the remaining 75% vest evenly over 36 months thereafter.

Elevai Labs Inc.

Notes to the Condensed Consolidated Financial Statements

(Unaudited - Expressed in United States dollars)

From May 12, 2023, to June 30, 2023, the Company granted 222,500 stock options (includes 80,000 each to two of its newly appointed independent directors) with a contractual life of ten years and an exercise price of $5.00 per common stock. These stock options were valued at $584,787 using the Black-Scholes Option Pricing Model. The options vest 25% on the first vesting date and the remaining 75% vest evenly over 36 months thereafter.

On June 30, 2023, the Company cancelled and reissued 80,000 options previously issued to an advisor of the Company upon their appointment as a director effective June 1, 2023. The cancelled and re-issued options had the same exercise price of $5.00 per common stock and the same vesting terms and expiry date, and as such the cancellation and reissuance had no impact on the Company’s consolidated financial statements.

The following assumptions were used in the Black-Scholes option pricing model:

	June 30, 2024			December 31, 2023
Risk-free interest rate		3.95% - 4.19	%		3.39% -3.86	%
Expected life		10 years			10 years
Expected dividend rate		0.00	%		0.00	%
Expected volatility		100	%		100	%
Forfeiture rate		0.00	%		0.00	%

The continuity of stock options for the six months ended June 30, 2024, and December 31, 2023, is summarized below:

	Number of stock options			Weighted average exercise price
Outstanding, December 31, 2022		1,366,167			1.08
Granted		234,000			5.00
Forfeited		(14,583	)		0.60
Exercised		(62,500	)		0.60
Outstanding, December 31, 2023		1,523,084			1.71
Granted		92,500			1.54
Forfeited		(266,605	)		2.54
Exercised		-			-
Outstanding, June 30, 2024		1,348,979			1.53

Elevai Labs Inc.

Notes to the Condensed Consolidated Financial Statements

(Unaudited - Expressed in United States dollars)

As of June 30, 2024, the following options were outstanding, entitling the holders thereof the right to purchase one common stock for each option held as follows:

Outstanding		Vested		Expiry date	Weighted average exercise price ($)
	812,510		718,932	February 8, 2031		0.60
	35,417		35,417	February 27, 2031		0.60
	25,833		23,542	April 25, 2032		0.60
	16,000		8,000	June 1, 2032		1.34
	52,708		52,708	July 1, 2032		1.34
	45,833		45,833	August 8, 2032		1.34
	16,000		7,000	September 30, 2032		1.34
	80,000		35,000	September 30, 2032		5.00
	10,000		4,167	October 15, 2032		1.34
	5,000		1,979	November 1, 2032		5.00
	7,500		7,500	December 12, 2032		5.00
	10,000		3,333	February 1, 2033		5.00
	50,000		13,542	April 16, 2033		5.00
	80,000		23,333	May 5, 2033		5.00
	10,000		2,500	June 27, 2033		5.00
	678		678	July 10, 2033		5.00
	1,500		-	July 1, 2033		5.00
	5,000		-	January 17, 2034		5.00
	5,000		-	February 12, 2034		5.00
	80,000		-	March 5, 2034		1.00
	1,348,979		983,464			1.00

As of June 30, 2024, and December 31, 2023, the weighted average life of stock options outstanding was 7.36 years and 7.84 years, respectively.

During the six months ended June 30, 2024, and 2023, the Company recorded $10,484 and $185,068, respectively, in share-based compensation expense, of which $7,875 and $2,609, and $178,735 and $6,333, respectively is included in office and administration and research and development, respectively.

14.

Related Party Transactions

Related parties consist of the following individuals and corporations:

	●	Braeden Lichti, Chairman and former President, significant shareholder through BWL Investments Ltd. Resigned as President effective October 11, 2022.
	●	Jordan Plews, Director, significant shareholder through JP Bio Consulting LLC
	●	Graydon Bensler, CEO, CFO and Director
	●	Yi Guo, Former Director, resigned effective September 29, 2022
	●	Tim Sayed, Chief Medical Officer
	●	Brenda Buechler, Former Chief Marketing Officer
	●	Christoph Kraneiss, Former Chief Commercial Officer
	●	Jeffrey Parry, Director (appointed June 1, 2023)
	●	Julie Daley, Director (appointed June 1, 2023)
	●	Crystal Muilenburg, Director (appointed June 1, 2023, resigned February 29, 2024)
	●	George Kovalyov (appointed March 1, 2024)
	●	GB Capital Ltd., controlled by Graydon Bensler
	●	JP Bio Consulting LLC, significant shareholder and controlled by Jordan Plews
	●	BWL Investments Ltd., significant shareholder and controlled by Braeden Lichti
	●	Northstrive Companies Inc., controlled by Braeden Lichti

Key management personnel include those persons having authority and responsibility for planning, directing, and controlling the activities of the Company as a whole. The Company has determined that key management personnel consist of members of the Company’s Board of Directors, corporate officers, and individuals with more than 10% control.

Elevai Labs Inc.

Notes to the Condensed Consolidated Financial Statements

(Unaudited - Expressed in United States dollars)

Remuneration attributed to key management personnel are summarized as follows:

	Three months ended June 30, 2024			Three months ended June 30, 2023		Six months ended June 30, 2024			Six months ended June 30, 2023
Consulting fees	$	80,000			40,288		160,833			91,538
Salaries		170,641			159,814		377,656			316,253
Share-based compensation		(54,859	)		75,369		(32,583	)		122,355
	$	195,782			275,471		505,907			530,146

During the six months ended June 30, 2024, the Company incurred consulting fees of $100,833 (June 30, 2023 - $42,500) to GB Capital Ltd., a company controlled by Graydon Bensler, CEO, CFO and Director. In addition, the Company incurred consulting fees of $60,000 (June 30, 2023 - $60,000) to Northstrive Companies Inc., a company controlled by the Company’s Chairman and former President.

Jordan Plews, Director, earned a Salary of $122,032 and $111,523 respectively during the six months ended June 30, 2024, and 2023 (includes employer taxes of $13,698 and $11,522, respectively).

Brenda Buechler, former Chief Marketing Officer, earned a Salary of $132,807 and $106,123, respectively during the six months ended June 30, 2024, and 2023 (includes employer taxes of $14,297 and $11,123 respectively).

Christoph Kraneiss, former Chief Commercial Officer, earned a Salary of $122,818 and $98,608, respectively during the six months ended June 30, 2024, and 2023 (includes employer taxes of $10,639 and $8,608, respectively).

During the six months ended June 30, 2024, and 2023, the company issued the following stock options to related parties:

On March 1, 2024, the Company granted 80,000 stock options to directors of the company with a contractual life of 10 years and exercise price of $1.00 per share of common stock. These stock options were valued at $45,986 using the Black-Scholes Option Pricing Model. The options vest 25% on the first anniversary of the grant date and the remaining 75% vest evenly over 36 months thereafter.

Details of the fair value granted to each related party in the current and prior periods, and the related expense recorded for the six months ended June 30, 2024, and 2023 is as follow:

	Six Months Ended June 30, 2024			Six Months Ended June 30, 2023		Fair value of stock options granted
Braeden Lichti, Former Chairman and President¹	$	(5,355	)	$	3,927	$	50,995
Graydon Bensler, CEO, CFO and Director		1,502			3,927		50,995
Jordan Plews, Director		1,502			3,927		50,995
Tim Sayed, Chief Medical Officer		1,502			3,927		50,995
Jeffrey Parry, Director		13,349			5,210		107,669
Crystal Muilenburg, Former Director¹		(41,668	)		11,199		210,245
Julie Daley, Director		53,643			13,428		210,245
George Kovalyov, Director		10,308			-		52,845
Brenda Buechler, Former Chief Marketing Officer¹		(36,918	)		41,426		143,671
Christoph Kraneiss, Former Chief Commercial Officer¹		(30,449	)		35,384		121,243
	$	(32,583	)	$	122,355	$	1,049,898

239,782 options of related parties were forfeited in the six months ended June 30, 2024

As of June 30, 2024, and December 31, 2023, the Company had $22,072 and $22,455, respectively due to companies controlled by Braeden Lichti, of which $22,072 and $22,455, respectively is unsecured, non-interest bearing and are due on demand. Additionally, the Company drew $50,000 on a line of credit provide by a company controlled by Braeden Lichti during the six months ended June 30, 2024. The line of credit incurs interest at a rate of 20% per annum on the outstanding principal.

Elevai Labs Inc.

Notes to the Condensed Consolidated Financial Statements

(Unaudited - Expressed in United States dollars)

As of June 30, 2024, the Company had $56,127 (December 31, 2023 - $34,378) in consulting fees due to Graydon Bensler, CEO, CFO and Director, $45,143 (December 31, 2023 - $15,143) due to companies controlled by Braeden Lichti, and $Nil and $Nil (December 31, 2023 - $4,272 and $879) due to Jordan Plews, Director, and Christopher Kraneiss, former Chief Commercial Officer, respectively, for expenses incurred on behalf of the Company.

15.

Commitments and Contingencies

There were no commitments as of June 30, 2024, and December 31, 2023, or during the periods then ended.

As of March 18, 2024, the Company has voluntarily stopped sale of its products in Canada following a communication from Health Canada regarding the way the Company’s products are marketed in Canada. The Company is working with Canadian regulatory and legal counsel to explore options to rectify the issues raised. On April 30, 2024, the Company’s appointed Canadian distributor terminated the existing distribution agreement.

16.

Concentrations

Customers

For the six months ended June 30, 2024, the Company recorded 10% of its revenue from its largest customer. The Company’s largest customer, representing $120,000 of revenue, relates to sales to a distributor during the period. During the six months ended June 30, 2023, the Company recorded 16% of its revenue from its largest customer. The Company’s largest customer, representing $73,548 of revenue, relates to a distributor agreement.

As of June 30, 2024 and December 31, 2023, the Company had $49 receivables due from these customers and $Nil in customer deposits were received from its largest customer.

The Company expects its dependence on these major customers to decrease over time as it enters into additional distributor agreements and builds out its sales team.

Suppliers

During the six months ended June 30, 2024, and 2023, the Company had 3 key suppliers that represented approximately 66% and 3 key suppliers that represented approximately 65%, respectively, of the cost incurred in the purchase and production of inventory. The table below represents a breakdown of each supplier as a percentage of the cost incurred (Suppliers are shown from largest to smallest and does not necessarily represent the same suppliers period over period):

	Six Months Ended June 30, 2024			Six Months Ended June 30, 2023
Supplier 1		28	%		33	%
Supplier 2		26	%		24	%
Supplier 3		12	%		8	%
		66	%		65	%

The Company continually evaluates the performance of its suppliers and the availability of alternatives to substitute or supplement its inventory production supply chain. The Company believes that a breakdown in supply from one of its key suppliers would be overcome in a short amount of time given the availability of alternatives.

Elevai Labs Inc.

Notes to the Condensed Consolidated Financial Statements

(Unaudited - Expressed in United States dollars)

17.

Subsequent Events

Management has evaluated events subsequent to the year ended June 30, 2024, up to August 14, 2024, for transactions and other events that may require adjustment of and/or disclosure in the consolidated financial statements.

Securities Purchase Agreement and Notes

On July 31, 2024, the Company entered into a securities purchase agreement (the “Securities Purchase Agreement”) with certain investors (the “Purchasers”) pursuant to which the Company sold, in a private placement (the “Private Placement”), notes with an aggregate principal amount of $1,150,000 (the “Notes”), with an original issue discount of $150,000. As consideration for entering into the Securities Purchase Agreement, the Company issued a total of 1,299,999 shares of common stock of the Company (the “Shares”) to the Purchasers on August 2, 2024 (the “Closing Date”).

Pursuant to the Securities Purchase Agreement, the Company covenanted and agreed to prepare and file a registration statement in connection with a public offering (the “Registration Statement”) within fifteen (15) days of the Closing Date. The Company agreed to include a resale prospectus in such Registration Statement providing for the resale by the Purchasers of the Shares, cause the Registration Statement to become effective within sixty (60) days following the initial filing of the Registration Statement and keep the Registration Statement effective at all times until no Purchaser owns any Shares.

In addition, from the Closing Date until twelve (12) months after the Closing Date, upon any issuance by the Company of common stock or common stock equivalents for cash consideration (“Subsequent Financing”) other than in connection with a Regulation A+ offering under the Securities Act of 1933, as amended, each Purchaser shall have the right to participate in up to an amount of such Subsequent Financing equal to twenty percent (20%) of the Subsequent Financing on the same terms, conditions and price provided in the Subsequent Financing.

In connection with transactions contemplated by the Securities Purchase Agreement, the Company, including its subsidiaries, entered into a guarantee agreement, in which the Company agreed to guarantee the payment of all obligations under the Notes.

The Company issued the Notes dated as of July 31, 2024 to the Purchasers on the Closing Date. The Notes will mature 90 days from July 31, 2024 and do not bear interest unless an event of default occurs, which interest rate will be 14% during the period the event of default is occurring. In addition, if an event of default occurs, the Purchasers have the option to require the Company to redeem all or any portion of the Notes. While the Notes are outstanding, the Company agreed to, among other things, neither declare or pay any cash dividend or distribution on any equity interest of the Company nor incur or guarantee to exist certain types of indebtedness nor enter into any transaction or series of related transactions with any affiliate except in connection with a reorganization or in the ordinary course of business. The Company may repay all and in part of the Note Amount by paying 100% of the Note Amount then being prepaid.

Consideration Payable

On July 9, 2024, the Company amended the payments terms of the consideration payable for License #1 with regards to the $350,000 payment. The payment is now due on March 15, 2025 (Note 8).

Issuance of common shares

On August 1, 2024, the Company issued 612,500 shares to a consultant in relation to the acquisition of the License #2 IPR&D asset (Note 8).

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

You should read the following discussion and analysis of our financial condition and results of operations together with our unaudited condensed consolidated financial statements and the notes to those statements included elsewhere in this Quarterly Report and the audited consolidated financial statements and the other information set forth in our Annual Report on Form 10-K for the year ended December 31, 2023, filed with the Securities and Exchange Commission on March 29, 2024.

Forward-Looking Statements

This Quarterly Report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended, (the “Exchange Act”) that are not historical facts and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this Quarterly Report including, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek” and variations and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section of the Company’s registration statement on Form S-1 filed with the U.S. Securities and Exchange Commission (the “SEC”). The Company’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.

Organization and Overview of Operations

Elevai Labs Inc. manages and operates a diverse portfolio of three wholly owned subsidiaries across the medical aesthetics and biopharmaceutical sectors:

●

Elevai Skincare Inc. specializes in developing and commercializing innovative skincare products, catering to both business to business (“B2B”) and business to consumer (“B2C”) markets in the US and internationally.

●

Elevai Biosciences Inc. is a biopharmaceutical company focusing on the development and acquisition of cutting-edge aesthetic medicines. Our lead asset, EL-22, is leveraging a first-in-class engineered probiotic approach to address obesity’s pressing issue of preserving muscle while on weight loss treatments, including GLP-1 receptor agonists.

●

Elevai Research Inc., based in Canada, is currently dedicated to medical scientific research and development efforts, utilizing Canadian research grants and partnering with leading Canadian Universities to push the boundaries of innovation.

Elevai Labs Inc. is committed to expanding its portfolio by seeking to acquire operating companies and biotech assets that have high market potential while also exploring strategic spin-off opportunities to support our growth and advance our cutting-edge initiatives.

Recent Developments

●

On June 21, 2024, Jordan Plews resigned as Chief Executive Officer and President of the Company effective as of June 21, 2024, and the Board appointed Graydon Bensler as Chief Executive Officer and Braeden Lichti as Chairman of the Board.

●

On June 20, 2024, we notified Brenda Buechler, our former Chief Marketing Officer, and Christoph Kraneiss, our former Chief Commercial Officer, that each of them was involuntarily terminated without “cause” or laid off from employment as part of a wider job elimination/restructuring or reduction in force of the Company in order to streamline the Company’s operations and organizational structure.

●

On June 19, 2024, we entered into an unsecured revolving line of credit agreement (the “Revolving Credit Agreement”) with NorthStrive Fund II LLP. The Revolving Credit Agreement provides for a $200,000 unsecured line of credit to the Company (the “Revolving Credit Facility”) with a maturity date of June 19, 2025 (the “Maturity Date”), and interest calculated at the rate of twenty percent (20.0%) per annum on the outstanding principal balance through the Maturity Date. The Company may prepay any outstanding balance of the Revolving Credit Facility at any time provided that all such interest is simultaneously satisfied in full.

●

On May 21, 2024, we received a letter from the Nasdaq Listing Qualifications Staff of The Nasdaq Stock Market LLC (“Nasdaq”), notifying that we were no longer in compliance with the minimum stockholders’ equity requirement for continued listing on The Nasdaq Capital Market. Nasdaq Listing Rule 5550(b)(1) requires listed companies to maintain stockholders’ equity of at least $2,500,000. In addition, as of May 21, 2024, we do not currently meet the alternative compliance standards relating to the market value of listed securities or net income from continuing operations. Under Nasdaq rules, we have 45 calendar days from May 21, 2024 to submit a plan or regain compliance. If our plan to regain compliance is accepted, Nasdaq may grant an extension of up to 180 calendar days from the date of the letter for us to regain compliance. We submitted a plan on July 9, 2024, and as of June 30, 2024 are above the stockholder’s equity requirement of $2,500,000.

●

On May 3, 2024, the Company entered into a one-year consulting agreement (the “Santorio Agreement”) with Santorio Biomedical, LLC (“Santorio”) for the services of Mr. Deniel Mero, Director of Santorio Biomedical, LLC, whereby Santorio agreed to cause Mr. Mero to perform his services as outlined in Exhibit A to the Santorio Agreement and the Company agreed to compensate Santorio on behalf of Mr. Mero by the Company in connection with his performance of such services. Santorio agreed to cause Mr. Mero, as an independently contracted consultant to primarily provide services to the Company’s wholly owned subsidiary Elevai Biosciences Inc., which include but are not limited to, (i) discover, assess, and introduce biotechnology opportunities to the Company; (ii) advise the Board regarding certain strategic matters, including development of biotechnology pipeline assets, recruiting a contract (or clinical) research organization (CRO), assisting in efforts to recruit potential directors and team members to build the biotechnology subsidiary and forming a scientific advisory board; and (iii) to perform services for subsidiaries of the Company as may be necessary.

●

On April 30, 2024, we entered into a license agreement with MOA Life Plus Co., Ltd., a South Korean corporation (“MOA”). Under the MOA License Agreement, MOA has granted us an exclusive license to commercialize under certain of MOA’s patent rights concerning two licensed products including (i) a clinical stage engineered probiotic expressing myostatin and, (ii) preclinical engineered probiotic expressing dual myostatin & activin-A antigens (the “Licensed Products”) in exchange for a $400,000 license fee and the issuance of 950,000 shares of our common stock. In order to enforce intellectual property rights associated with licensed products by grant of the exclusive license, we are obligated to file, prosecute and maintain intellectual property rights associated with the Licensed Products, and any improvements thereto.

Outlook

Management’s Plans

Over the next twelve months we intend to focus on:

●

Growing our revenue using our existing infrastructure to accelerate the development and commercialization of our existing and new products;

●

Utilizing clinical validation studies to show the effectiveness of our products;

●

R&D to create new product formulations and bring them to market;

●

Clinical development to advance Elevai Biosceinces’ clinical assets into IND;

●

Pursue additional acquisitions of operating companies and/or biotechnology assets; and

●

Consider and potentially pursue spin-offs of one of our wholly owned subsidiaries, creating a new publicly traded company.

Results of Operations

Comparison of the six months ended June 30, 2024.

The following table provides certain selected financial information for the periods presented:

	Six Months Ended June 30, 2024			Six Months Ended June 30, 2023			Change
Revenue	$	1,220,092		$	459,350		$	760,742
Cost of revenue	$	335,186		$	152,613		$	182,573
Gross profit	$	884,906		$	306,737		$	578,169
Gross profit percentage		73	%	$	67	%		6	%
Depreciation and Amortization	$	5,093		$	5,385		$	(292	)
Marketing and Promotion	$	1,114,527		$	216,727		$	897,800
Consulting Fees	$	581,569		$	233,687		$	347,882
Office and Administration	$	1,542,564		$	964,009		$	578,555
Professional Fees	$	338,065		$	306,730		$	31,335
Investor Relations	$	104,622		$	75,720		$	28,902
Research and Development	$	173,526		$	217,395		$	(43,869	)
Foreign exchange (gain) loss	$	785		$	2,633		$	(1,848	)
Travel and entertainment	$	116,229		$	184,170		$	(67,941	)
Total operating expenses	$	3,976,980		$	2,206,456		$	1,770,524
Loss from operations	$	(3,092,074	)	$	(1,899,719	)	$	(1,192,355	)
Other income (expense)¹	$	282,333		$	(460,835	)	$	743,168
Net loss	$	(2,809,741	)	$	(2,360,554	)	$	(449,187	)
Total Comprehensive Loss	$	(2,808,701	)	$	(2,360,179	)	$	(448,522	)
Basic and dilutive loss per common share	$	(0.158	)	$	(0.240	)	$	0.082
Weighted average number of shares outstanding – basic and diluted		17,814,093			9,838,599			7,975,494

Other expenses relate to interest income, interest expense, loss on sale of equipment, insurance settlement and fair value gain/loss on derivative liability.

Revenue

Revenue for the six months ended June 30, 2024, was $1,220,092 as compared to $459,350 for the six months June 30, 2023, an increase of $760,742.

Our revenue by product category is as follows:

	Six Months Ended June 30, 2024		Six Months Ended June 30, 2023
Enfinity	$	762,725	$	257,053
Empower		457,367		202,297
Total Revenue	$	1,220,092	$	459,350

During the six months ended June 30, 2024, and 2023, the Company sold 5,984 and 2,081 bottles of Enfinity, respectively, an increase of 3,903 bottles or 188%. In addition, the Company sold 944 (eight packs) of Empower tubes in 2024, compared to 486 (eight packs) of Empower tubes during 2023, and an increase of 458 (eight packs) or 94%. The increase in sales volumes is primarily due to enhanced market acceptance, continued growth in the number of U.S. accounts, onboarding of international distributors, and repeat business from current customers and distributors.

Cost of Revenue

Cost of Revenue for the six months ended June 30, 2024, was $335,186 as compared to $152,613 for the six months ended June 30, 2023.

Our cost of revenue by product category is as follows:

	Six Months Ended June 30, 2024		Six Months Ended June 30, 2023
Enfinity	$	218,627	$	98,383
Empower		116,559		54,230
Total Cost of Revenue	$	335,186	$	152,613

The increase in cost of revenue is directly attributed to the increase in sales during the six months ended June 30, 2024, compared to 2023. The following is a breakdown of the components of cost of revenue:

	Six Months Ended June 30, 2024		Six Months Ended June 30, 2023
Cost of inventory	$	158,940	$	73,896
Sales commission		99,202		47,417
Shipping cost		76,667		28,378
Inventory write down and wastage		377		2,922
Total Cost of Revenue	$	335,186	$	152,613

Gross Profit

Gross profit for the six months ended June 30, 2024, was $884,906, as compared to $306,737 for the six months ended June 30, 2023, an increase of $578,169. This represents an overall gross margin percentage of 73% for six months ended June 30, 2024, compared to 67% in 2023. The overall increase in gross margin percentage is primarily due to the Company selling Enfinity at a higher gross margin due to less commissions paid to salespersons compared to overall sales. Additionally, the cost to produce each unit of Enfinity decreased as the company saw gross margin improvements due to operational efficiencies gained and securing better volume pricing with some of its key suppliers.

The following is a breakdown of gross profit percentage by product category:

	Six Months Ended June 30, 2024			Six Months Ended June 30, 2023
Enfinity		71	%		62	%
Empower		75	%		73	%
White label distributor					-
Overall Gross Profit Percentage		73	%		67	%

Research and Development Expenses

Research and development expenses for the six months ended June 30, 2024, were $173,526 compared to $217,395 for the six months ended June 30, 2023, a decrease of $43,869. Research and Development related to the Company’s Enfinity, Empower and development of new products for the Company. The decrease in R&D is mainly driven by the company performing more tests on new products to improve formulation efficiency in the six months ended June 30, 2023. During both the six months ended June 30, 2024 and 2023, the Company’s lab staff worked on increasing efficiency and refining the production process.

Marketing and Promotion

Marketing and promotion expenses for the six months ended June 30, 2024, were $1,114,527 compared to $216,727 for the six months ended June 30, 2023, an increase of $897,800. During the six months ended June 30, 2024, the Company increased its marketing and promotion efforts to drive sales and support the Company’s existing customers, which included giving out product samples with a cost of $92,907 (six months ended June 30, 2023 - $64,718), and attending and sponsoring industry conferences.

Office and Administrative Expenses

Office and administrative expenses for the six months ended June 30, 2024, were $1,542,564, compared to $964,009 for the six months ended June 30, 2023, an increase of $578,555. The increase is mainly the result of salaries and wages of $1,044,465 and office rent of $69,665 incurred during the six months ended June 30, 2024, compared to $608,150 and $54,138 in the six months ended June 30, 2023, a combined increase of $415,842. Additionally, the increase is a result on insurance costs of $234,801 during the six months ended June 30, 2024, compared to $23,646 in the six months ended June 30, 2023. The Company increased its headcount and moved into a larger office location to accommodate the commercialization of its products and growth in operations in July 2023. The Company also was required to purchase director and officer insurance in the current period as the Company was now publicly traded. During the six months ended June 30, 2024, office and administrative expenses also include share-based compensation of $7,875, compared to $178,736 in the six ended June 30, 2023. The decrease is due to a director resigning on February 29, 2024, the termination of the Chief Marketing Officer and the Chief Commercial Officer and the termination of three other employees in June 2024. This resulted in the forfeiture of 266,605 options, as well as resulting in the reversal of the share-based compensation.

Consulting Fees

Consulting fees for the six months ended June 30, 2024, were $581,569, compared to $233,687 for the six months ended June 30, 2023, an increase of $347,882. During the six months ended June 30, 2024, and 2023, the Company incurred consulting fees in relation to recruitment, strategic introductions, business advisory, international relations and strategy. In addition, the Company received services from a number of parties (including companies controlled by related parties and the Chief Financial Officer) in a consulting capacity. The increase in consulting fees is consistent with the increase in operations.

Professional Fees

Professional fees for the six months ended June 30, 2024, was $338,065, compared to $306,730 for the six months ended June 30, 2023, an increase of $31,335. Professional fees comprise of legal, audit and accounting services. The increase during the six months ended June 30, 2024, is primarily due to an increase in audit, legal and accounting services as the company is now listed on the Nasdaq exchange.

Travel and Entertainment

Travel and entertainment for the six months ended June 30, 2024, was $116,229, compared to $184,170 for the six months ended June 30, 2023, a decrease of $67,941. Travel and entertainment expenses are related primarily to costs incurred during the attendance of industry trade shows and conferences. The decrease relates to less conferences and trade shows visited by staff of the Company in the six months ended June 30, 2024.

Investor Relations

Investor relations for the six months ended June 30, 2024, was $104,622, compared to $75,720 for the six months ended June 30, 2024. The increase in investor relations spending is consistent with the Company’s growth strategy, which includes promotion to current and potential investors as the company is listed on the Nasdaq exchange.

The following table provides certain selected financial information for the periods presented:

	Three Months Ended June 30, 2024			Three Months Ended June 30, 2023			Change
Revenue	$	605,529		$	316,530		$	288,999
Cost of revenue	$	166,275		$	108,180		$	58,095
Gross profit	$	439,254		$	208,350		$	230,904
Gross profit percentage		73	%	$	66	%		7	%
Depreciation and Amortization	$	2,709		$	2,888		$	(179	)
Marketing and Promotion	$	721,489		$	114,051		$	607,438
Consulting Fees	$	185,443		$	149,723		$	35,720
Office and Administration	$	663,956		$	529,950		$	134,006
Professional Fees	$	158,143		$	168,933		$	(10,790	)
Investor Relations	$	6,377		$	37,452		$	(31,075	)
Research and Development	$	52,385		$	133,654		$	(81,269	)
Foreign exchange (gain) loss	$	244		$	2,374		$	(2,130	)
Travel and entertainment	$	57,121		$	122,655		$	(65,534	)
Total operating expenses	$	1,847,867		$	1,261,680		$	586,187
Loss from operations	$	(1,408,613	)	$	(1,053,330	)	$	(355,283	)
Other income (expense)¹	$	(3,878	)	$	(226,528	)	$	222,650
Net loss	$	(1,412,491	)	$	(1,279,858	)	$	(132,633	)
Total Comprehensive Loss	$	(1,412,632	)	$	(1,279,596	)	$	(133,036	)
Basic and dilutive loss per common share	$	(0.077	)	$	(0.128	)	$	0.051
Weighted average number of shares outstanding – basic and diluted		18,298,572			9,976,725			8,321,847

Other expenses relate to interest income, interest expense, loss on sale of equipment, insurance settlement and fair value gain/loss on derivative liability.

Revenue

Revenue for the three months ended June 30, 2024, was $605,529 as compared to $316,530 for the three months June 30, 2023, an increase of $288,999.

Our revenue by product category is as follows:

	Three Months Ended June 30, 2024		Three Months Ended June 30, 2023
Enfinity	$	404,149	$	191,765
Empower		201,380		124,765
Total Revenue	$	605,529	$	316,530

During the three months ended June 30, 2023, and 2022, the Company sold 3,030 and 1,607 bottles of Enfinity, respectively, an increase of 2,556 bottles or 539%. In addition, the Company sold 378 (eight packs) of Empower tubes in 2024, compared to 310 (eight packs) of Empower tubes during 2023, and an increase of 68 (eight packs) or 22%. The increase in sales volumes is primarily due to enhanced market acceptance, continued growth in the number of US accounts, onboarding of international distributors, and repeat business from current customers and distributors.

Cost of Revenue

Cost of Revenue for the three months ended June 30, 2024, was $166,275 as compared to $108,180 for the three months ended June 30, 2023.

Our cost of revenue by product category is as follows:

	Three Months Ended June 30, 2024		Three Months Ended June 30, 2023
Enfinity	$	112,065	$	72,683
Empower		54,210		35,497
Total Cost of Revenue	$	166,275	$	108,180

The increase in cost of revenue is directly attributed to the increase in sales during the three months ended June 30, 2024, compared to 2023. The following is a breakdown of the components of cost of revenue:

	Three Months Ended June 30, 2024		Three Months Ended June 30, 2023
Cost of inventory	$	78,033	$	54,146
Sales commission		51,452		30,532
Shipping cost		36,413		20,580
Inventory write down		-		(697	)
Abnormal Wastage		377		3,619
Total Cost of Revenue	$	166,275	$	108,180

Gross Profit

Gross profit for the three months ended June 30, 2024, was $439,254 as compared to $208,350 for the three months ended June 30, 2023, an increase of $230,904. This represents an overall gross margin percentage of 73% for three months ended June 30, 2024, compared to 66% in 2023. The overall increase in gross margin percentage is primarily due to the Company selling Enfinity at a higher gross margin due to less commissions paid to salespersons compared to overall sales. Additionally, the cost to produce each unit of Enfinity decreased as the company saw gross margin improvements due to operational efficiencies gained and securing better volume pricing with some of its key suppliers.

The following is a breakdown of gross profit percentage by product category:

	Three Months Ended June 30, 2024			Three Months Ended June 30, 2023
Enfinity		70	%		62	%
Empower		76	%		71	%
Overall Gross Profit Percentage		73	%		66	%

Research and Development Expenses

Research and development expenses for the three months ended June 30, 2024, were $52,385 compared to $133,654 for the three months ended June 30, 2023, a decrease of $81,269. Research and Development related to the Company’s Enfinity, Empower and development of new products for the Company. The decrease in R&D is mainly driven by the company performing more tests on new products to improve formulation efficiency in the three months ended June 30, 2023. During both the three months ended June 30, 2024, and 2023, the Company’s lab staff worked on increasing the efficiency and refining the production process.

Marketing and Promotion

Marketing and promotion expenses for the three months ended June 30, 2024, were $721,489 compared to $114,051 for the three months ended June 30, 2023, an increase of $607,428. During the three months ended June 30, 2024, the Company increased its marketing and promotion efforts to drive sales and support the Company’s existing customers, which included giving out product samples with a cost of $43,918 (three months ended June 30, 2023 - $43,650), and attending and sponsoring industry conferences.

Office and Administrative Expenses

Office and administrative expenses for the three months ended June 30, 2024, were $663,956, compared to $529,950 for the three months ended June 30, 2023, an increase of $134,006. The increase is mainly the result of salaries and wages of $487,693 and office rent of $35,472 incurred during the three months ended June 30, 2024, compared to $272,620 and $28,862 in the three months ended June 30, 2023, a combined increase of $221,683. Additionally, the increase is a result on insurance costs of $117,401 during the three months ended June 30, 2024, compared to $19,251 in the three months ended June 30, 2023. The Company increased its headcount and moved into a larger office location to accommodate the commercialization of its products and growth in operations in July 2023. The company also was required to purchase director and officer insurance in the current period as the Company was now publicly traded. During the three months ended June 30, 2024, office and administrative expenses also include share-based compensation of $(46,054), compared to $106,834 in the three ended June 30, 2023. The decrease is due to a director resigning on February 29, 2024, the termination of chief marketing officer and chief commercial officer and the termination of three other employees in June 2024. This resulted in the forfeiture of 208,272 options, as well as resulting in the reversal of the share-based compensation.

Consulting Fees

Consulting fees for the three months ended June 30, 2024, were $185,443, compared to $149,723 for the three months ended June 30, 2023, an increase of $35,720. During the three months ended June 30, 2024, and 2023, the Company incurred consulting fees in relation to recruitment, strategic introductions, business advisory, international relations, and strategy. In addition, the Company received services from a number of parties (including companies controlled by related parties and Chief Financial Officer) in a consulting capacity. The increase in consulting fees is consistent with the increase in operations.

Professional Fees

Professional fees for the three months ended June 30, 2024, was $158,143, compared to $168,933 for the three months ended June 30, 2023, a decrease of $10,790. Professional fees comprise of legal, audit and accounting services. The decrease is primarily due to the company required increased accounting, legal and audit services in preparation of the Company’s initial public offering in the 2023 period.

Travel and Entertainment

Travel and entertainment for the three months ended June 30, 2024, was $ 57,121, compared to $122,655 for the three months ended June 30, 2023, a decrease of $65,534. Travel and entertainment expenses are related primarily to costs incurred during the attendance of industry trade shows and conferences. The decrease relates to less conferences and trade shows visited by staff of the Company in the three months ended June 30, 2024.

Investor Relations

Investor relations for the three months ended June 30, 2024, was $6,377, compared to $37,452 for the three months ended June 30, 2023. The decrease is due to vendor credits being applied to the Company’s past invoices.

Liquidity and Capital Resources

The accompanying consolidated financial statements have been prepared on a going concern basis, which implies the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability of the Company to obtain necessary equity financing to continue operations, and ultimately the attainment of profitable operations.

As of June 30, 2024, and December 31, 2023, the Company had a net working capital of $95,872 and $3,622,091, respectively, and has an accumulated deficit of $9,833,631 and $7,023,890, respectively. Furthermore, for the six months ended June 30, 2024, and 2023, the Company incurred a net loss of $2,809,741 and $2,360,554, respectively and used $3,104,757 and $1,654,262, respectively of cash flows for operating activities. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. The accompanying consolidated financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

Our principal liquidity requirements are for working capital, capital expenditure, research and development and inventory production. We fund our liquidity requirements primarily through cash on hand, cash flows from operations and the issuance of common and preferred stock. As of June 30, 2024, we had cash of $100,034, with $3,326,851 as of December 31, 2023.

The following table provides selected financial data as of June 30, 2024, and December 31, 2023, respectively.

	June 30, 2024		December 31, 2023		Change
Current assets	$	2,031,096	$	4,919,444	$	(2,888,348	)
Current liabilities	$	1,935,224	$	1,297,353	$	637,871
Working capital	$	95,872	$	3,622,091	$	(3,526,219	)

The following table summarizes our cash flows from operating, investing and financing activities:

	Six Months Ended June 30, 2024			Six Months Ended June 30, 2023			Change
Cash used in operating activities	$	(3,104,757	)	$	(1,654,262	)	$	(1,450,495	)
Cash used in investing activities	$	(121,480	)	$	(11,191	)	$	(110,289	)
Cash provided by financing activities	$	-		$	1,111,089		$	1,111,089

Cash Flow from Operating Activities

For the six months ended June 30, 2024, net cash flows used in operating activities was $3,104,757 compared to $1,654,262 used during the six months ended June 30, 2024, respectively, primarily due to net loss and timing of settlement of assets and liabilities.

Cash Flows from Investing Activities

During the six months ended June 30, 2024, and 2023, we used $121,480 and $11,191, respectively, in investing activities primarily related to the purchase of equipment for our lab space to be used on the production of inventory and research and development. In the six months ended June 30, 2024, the Company paid $112,320 for an intangible asset relating to the purchase of a license to produce stem cells.

Cash Flows from Financing Activities

During the six months ended June 30, 2024, we had cash flow provided by financing activities of $nil compared to cash flow provided by financing activities of $1,111,089 in the six months ended June 30, 2023. During the six months ended June 30, 2023, the Company raised $1,073,589 through the issuance of common stock and common stock purchase warrants, and another $37,500 upon the exercise of stock options in exchange for common stock.

Critical Accounting Policies and Significant Judgments and Estimates

This discussion and analysis of our financial condition and results of operations is based on our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”). The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to revenue recognition, the collectability of receivables, valuation of inventory, fair value of derivative liabilities and stock options, useful lives and recoverability of long-lived assets, and deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgements about the carrying value of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from those estimates. Estimates and assumptions are reviewed periodically, and the effects of revisions are reflected in the consolidated financial statements in the period they are determined.

The Company’s policy for property and equipment requires judgement in determining whether the present value of future expected economic benefits exceeds capitalized costs. The policy requires management to make certain estimates and assumptions about future economic benefits related to its operations. Estimates and assumptions may change if new information becomes available. If information becomes available suggesting that the recovery of capitalized cost is unlikely, the capitalized cost is written off/impaired to the consolidated statement of operations.

Revenue Recognition

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers. Since ASU 2014-09 was issued, several additional ASUs have been issued to clarify various elements of the guidance. These standards provide guidance on recognizing revenue, including a five-step model to determine when revenue recognition is appropriate.

The Company recognizes revenue when it satisfies a performance obligation by transferring control over a product to a customer. Revenue is measured based on the consideration the Company expects to receive in exchange for those products. In instances where financial acceptance of the product is specified by the customer, revenue is deferred until all acceptance criteria have been met. Revenues are recognized under ASC 606, “Revenue from Contracts with Customers,” in a manner that reasonably reflects the delivery of its products and services to customers in return for expected consideration.

The Company generates revenue through the sale of skincare products. Revenue from the sale of skincare products are recognized at the point in time when the Company considered revenue realized or realizable and earned, which is typically when all of the five following criteria are met: (1) the contract with the customer is identifiable (i.e. when a sales transaction has been entered into between the Company and the customer), (2) the performance obligation in the contract is identifiable (i.e. the customer has ordered a known quantity of product to be delivered), (3) the transaction price is determinable (i.e. the customer has agreed to the Company’s price for the products ordered), (4) the Company is able to allocate the transaction price to the performance obligations in the contract, and (5) the performance obligations have been satisfied, which is typically upon delivery of the product to the customer.

Transaction prices for performance obligations are explicitly outlined in relevant agreements; therefore, the Company does not believe that significant judgements are required with respect to the determination of the transaction price, including any variable consideration identified.

The Company is responsible for providing the products to customers. As a result, the Company is considered the Principal when providing products to customers. As the Company collects payment at the time of the customer order, its contracts do not have a significant financing component. Customers are entitled to replacement or full refund of any damaged or defective product, after the return of the damaged or defective product to the Company. There were no significant returns or refunds during the six months ended June 30, 2024, and 2023.

Foreign Currency Translation

The Company’s functional and reporting currency is the U.S. dollar. The functional currency of the Company’s Canadian subsidiary, Elevai Research Inc. (“Elevai Research”) is the Canadian dollar. Monetary assets and liabilities denominated in foreign currencies are translated using the exchange rate prevailing at the balance sheet date. Non-monetary assets, liabilities, and items recorded in income arising from transactions denominated in foreign currencies are translated at rates of exchange in effect at the date of the transaction. Gains and losses arising on translation or settlement of foreign currency denominated transactions or balances are included in the determination of income.

Inventory

Inventory consists of raw materials, work-in-progress and finished goods and are valued at the lower of cost or net realizable value. The Company’s manufacturing process involves the production of our proprietary stem cell-derived Elevai Exosomes^TM. Finished goods consists of a new generation of cosmetic topical products containing our proprietary stem cell-derived Elevai Exosomes^TM. Cost is determined using the weighted average cost formula. Net realizable value is determined on the basis of anticipated sales proceeds less the estimated selling expenses. Management compares the cost of inventories with the net realizable value and an allowance is made to write down inventories to net realizable value, if lower.

Stock-Based Compensation

Employees - The Company accounts for share-based compensation under the fair value method which requires all such compensation to employees, including the grant of employee stock options, to be calculated based on its fair value at the measurement date (generally the grant date), and recognized in the consolidated statement of operations over the requisite service period.

Nonemployees - During June 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2018-07, Compensation-Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting (“ASU 2018-07”) to simplify the accounting for share-based payments to nonemployees by aligning it with the accounting for share-based payments to employees. Under the requirements of ASU 2018-07, the Company accounts for share-based compensation to non-employees under the fair value method which requires all such compensation to be calculated based on the fair value at the measurement date (generally the grant date) and recognized in the statement of operations over the requisite service period.

Determining the appropriate fair value model and the related assumptions requires judgment. During the six months ended June 30, 2024, and year ended December 31, 2023, the fair value of each option grant was estimated using a Black-Scholes option-pricing model.

The expected volatility represents the historical volatility of comparable publicly traded companies in similar industries, adjusted for variables such as stock price, market capitalization and life cycle. Due to limited historical data, the expected term for options granted is equal to the contractual life. The risk-free interest rate is based on a treasury instrument whose term is consistent with the expected life of stock options. The Company has not paid and does not anticipate paying cash dividends on its shares of common stock; therefore, the expected dividend yield is assumed to be zero.

Concentrations

Customers

As of June 30, 2024 and December 31, 2023, the Company had $49 receivables due from these customers and $nil in customer deposits were received from its largest customer.

The Company expects its dependence on these major customers to decrease over time as it enters into additional distributor agreements and builds out its sales team.

Suppliers

	Three Months Ended June 30, 2024			Three Months Ended June 30, 2024
Supplier 1		28	%		33	%
Supplier 2		26	%		24	%
Supplier 3		12	%		8	%
		66	%		65	%

JOBS Act

On April 5, 2012, the Jumpstart Our Business Startups Act (the “JOBS Act”) was signed into law. The JOBS Act contains provisions that, among other things, eases certain reporting requirements for qualifying public companies. We will qualify as an “emerging growth company” and under the JOBS Act will be allowed to comply with new or revised accounting pronouncements based on the effective date for private (not publicly traded) companies. We are electing to delay the adoption of new or revised accounting standards, and as a result, we may not comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. As a result, our financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates.

Future Related Party Transactions

Our Corporate Governance and Nominating Committee of our Board of Directors are required to approve all related party transactions. All related party transactions will be made or entered into on terms that are no less favorable to use than can be obtained from unaffiliated third parties.

Impact of Inflation

We do not believe the impact of inflation on our Company is material.

Inflation Risk

We are also exposed to inflation risk. Inflationary factors, such as increases in labor costs, could impair our operating results. Although we do not believe that inflation has had a material impact on our financial position or results of operations to date, a high rate of inflation in the future may have an adverse effect on our ability to maintain current levels of gross margin and operating expenses.

Market Risk

Market risk is the risk of loss arising from adverse changes in market rates and prices. Our market risk exposure is generally limited to those risks that arise in the normal course of business, as we do not engage in speculative, non-operating transactions, nor do we utilize financial instruments or derivative instruments for trading purposes.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Pursuant to Item 305(e) of Regulation S-K (§ 229.305(e)), the Company is not required to provide the information required by this Item as it is a “smaller reporting company,” as defined by Rule 229.10(f)(1).

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) at the end of the period covered by this quarterly report.

Based on this evaluation, the Chief Executive Officer and Chief Financial Officer concluded that, as of end of the period covered by this Quarterly Report, our disclosure controls and procedures (as defined in § 240.13a-15(e) or 240.15d-15(e) of Regulation S-K) were effective to provide reasonable assurance that the information required to be disclosed by us in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information (i) is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosures and (2) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

We recognize that any controls system, no matter how well designed and operated, can provide only reasonable assurance of achieving its objectives, and our management necessarily applies its judgment in evaluating the benefits of possible controls and procedures relative to their costs.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting during the period covered by this Quarterly Report that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act).

PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

We are not currently a party to any pending legal proceedings that we believe will have a material adverse effect on our business or financial conditions. We may, however, be subject to various claims and legal actions arising in the ordinary course of business from time to time.

ITEM 1A. RISK FACTORS

As a smaller reporting company, we are not required to make disclosures under this item.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

In addition to the following transactions, there have been no sales of unregistered equity securities that we have not previously disclosed in filings with the U.S. Securities and Exchange Commission.

On April 30, 2024, in partial consideration for the exclusive license granted by MOA Life Plus Co., Ltd. (“MOA”), we issued a non-refundable license fee upon execution of the license agreement 950,000 shares of our common stock to MOA. The issuance of the shares was exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended.

On May 3, 2024, we issued 612,500 shares of our common stock to a consultant for services related to the Company’s wholly owned subsidiary Elevai Biosciences Inc, pursuant to the agreed upon compensation terms in the consulting agreement with the entity. The issuance of the shares was exempt from registration under Rule 701 of the Securities Act of 1933, as amended.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

On August 1, 2024, Hatem Abou-Sayed MD informed us of his decision to resign as a member of our Board of Directors and as Chief Medical Officer effective as of August 1, 2024. His resignation is not the result of any disagreement with us on any matter relating to its operation, policies (including accounting of financial policies) or practices.

On August 1, 2024, we issued 612,500 shares of our common stock to a consultant for services related to the Company’s wholly owned subsidiary Elevai Biosciences Inc, pursuant to the agreed upon compensation terms in the consulting agreement with the entity. The issuance of the shares was exempt from registration under Rule 701 of the Securities Act of 1933, as amended.

On July 31, 2024, we entered into a securities purchase agreement (the “Securities Purchase Agreement”) with certain investors (the “Purchasers”) pursuant to which we sold, in a private placement, notes with an aggregate principal amount of $1,150,000 (the “Notes”), with an original issue discount of $150,000. As consideration for entering into the Securities Purchase Agreement, we issued a total of 1,299,999 shares of common stock of the Company (the “Shares”) to the Purchasers on August 2, 2024 (the “Closing Date”). We issued the Notes dated as of July 31, 2024 to the Purchasers on the Closing Date. The Notes will mature 90 days from July 31, 2024 and do not bear interest unless an event of default occurs, which interest rate will be 14% during the period the event of default is occurring. In addition, if an event of default occurs, the Purchasers have the option to require the Company to redeem all or any portion of the Notes.

Item 6. Exhibits

The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report.

EXHIBIT INDEX

Exhibit Number		Description
10.1†		License Agreement, dated April 30, 2024, by and between the Company and MOA Life Plus Co., Ltd. (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of the Company filed with the SEC on May 2, 2024).
10.2		Consulting Agreement with Santorio Biomedical, LLC (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of the Company filed with the SEC on May 9, 2024).
10.3		Form of Unsecured Revolving Line of Credit Promissory Note (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of the Company filed with the SEC on June 20, 2024).
10.4+		Amended and Restated Consulting Agreement, by and between the Company and GB Capital Ltd. (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of the Company filed with the SEC on June 26, 2024).
10.5+		Amended and Restated Consulting Agreement, by and between the Company and NorthStrive Companies Inc. (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K of the Company filed with the SEC on June 26, 2024).
10.6+		Chairman Appointment Letter to Mr. Braeden Lichti (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K of the Company filed with the SEC on June 26, 2024).
10.7		Termination Agreement by and between the Company and Mr. Lichti (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K of the Company filed with the SEC on June 26, 2024).
31.1*		Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*		Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1**		Certifications of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2**		Certifications of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS*		Inline XBRL Instance Document.
101.SCH*		Inline XBRL Schema Document.
101.CAL*		Inline XBRL Calculation Linkbase Document.
101.DEF*		Inline XBRL Definition Linkbase Document.
101.LAB*		Inline XBRL Label Linkbase Document.
101.PRE*		Inline XBRL Presentation Linkbase Document.
104*		Cover Page Interactive Data File (embedded within the Inline XBRL document filed as Exhibit 101).

+	Indicates management contract or compensatory plan.

†	Annexes, schedules and exhibits to this Exhibit omitted pursuant to Item 601(a)(5) of Regulation S-K. The Registrant agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request.

*	Filed herewith.

Exhibits 32.1 and 32.2 are being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, nor shall such exhibits be deemed to be incorporated by reference in any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise specifically stated in such filing.

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.

	Elevai Labs Inc.

Date: August 14, 2024	By:	/s/ Graydon Bensler
	Name:	Graydon Bensler
	Title:	Chief Executive Officer and Chief Financial Officer
		(Principal Executive, Accounting and Financial Officer)

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EXHIBIT 31.1

CERTIFICATION OF PRINCIPAL EXECTUIVE OFFICER

PURSUANT TO RULE 13a-14(a)/15d-14(a), AS ADOPTED

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Graydon Bensler, certify that:

1.	I have reviewed this Quarterly Report on Form 10-Q of Elevai Labs Inc.;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 14, 2024

		/s/ Graydon Bensler
	Name:	Graydon Bensler
	Title:	Chief Executive Officer
		(Principal Executive Officer)

EXHIBIT 31.2

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

PURSUANT TO RULE 13a-14(a)/15d-14(a), AS ADOPTED

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Graydon Bensler, certify that:

1.	I have reviewed this Quarterly Report on Form 10-Q of Elevai Labs Inc.:

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

(a)

(b)

(c)

(d)

5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions)

(a)

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 14, 2024

		/s/ Graydon Bensler
	Name:	Graydon Bensler
	Title:	Chief Financial Officer
		(Principal Financial and Accounting Officer)

EXHIBIT 32.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, I, Graydon Bensler, the Chief Executive Officer of Elevai Labs Inc. (the “Company”), hereby certify, that, to my knowledge:

The Quarterly Report on Form 10-Q for the period ended June 30, 2024 (the “Report”) of the Company fully complies with the requirements of Section 13(a) and 15(d) of the Securities Exchange Act of 1934; and

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: August 14, 2024

		/s/ Graydon Bensler
	Name:	Graydon Bensler
	Title:	Chief Executive Officer
		(Principal Executive Officer)

EXHIBIT 32.2

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, I, Graydon Bensler, the Chief Financial Officer of Elevai Labs Inc. (the “Company”), hereby certify, that, to my knowledge:

The Quarterly Report on Form 10-Q for the period ended June 30, 2024 (the “Report”) of the Company fully complies with the requirements of Section 13(a)/15(d) of the Securities Exchange Act of 1934; and

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: August 14, 2024

		/s/ Graydon Bensler
	Name:	Graydon Bensler
	Title:	Chief Financial Officer
		(Principal Financial and Accounting Officer)

Cover - shares	6 Months Ended
Cover - shares	Jun. 30, 2024	Aug. 14, 2024
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Transition Report	false
Entity Interactive Data Current	Yes
Amendment Flag	false
Document Period End Date	Jun. 30, 2024
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q2
Entity Information [Line Items]
Entity Registrant Name	ELEVAI LABS INC.
Entity Central Index Key	0001840563
Entity File Number	001-41875
Entity Tax Identification Number	85-1399981
Entity Incorporation, State or Country Code	DE
Current Fiscal Year End Date	--12-31
Entity Current Reporting Status	No
Entity Shell Company	false
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Contact Personnel [Line Items]
Entity Address, Address Line One	Graydon Bensler
Entity Address, Address Line Two	120 Newport Center Drive
Entity Address, Address Line Three	Suite 250
Entity Address, City or Town	Newport Beach
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	92660
Entity Phone Fax Numbers [Line Items]
City Area Code	(866)
Local Phone Number	794-4940
Entity Listings [Line Items]
Title of 12(b) Security	Common Stock, par value $0.0001 per share
Trading Symbol	ELAB
Security Exchange Name	NASDAQ
Entity Common Stock, Shares Outstanding		20,192,114

Condensed Consolidated Balance Sheets - USD ($)	Jun. 30, 2024	Dec. 31, 2023
Current Assets
Cash	$ 100,034	$ 3,326,851
Receivables, net	29,070	36,161
Prepaids and deposits	923,444	1,060,765
Inventory, net	978,548	495,667
Total Current Assets	2,031,096	4,919,444
Deposit	10,773	10,773
Property and equipment, net	55,751	53,119
Intangibles, net	2,845,066
Operating lease right-of-use asset	137,535	206,582
TOTAL ASSETS	5,080,221	5,189,918
Current Liabilities
Accounts payable and accrued liabilities	1,181,441	669,375
Customer deposits	24,314	36,693
Current portion of consideration payable	348,403
Current portion of lease liability	140,063	145,000
Derivative liabilities	67,355	369,158
Total Current Liabilities	1,935,224	1,297,353
Consideration payable	505,361
Operating lease liability		65,489
TOTAL LIABILIITES	2,440,585	1,362,842
Commitments and Contingencies
EQUITY
Common stock, $0.0001 par value, 300,000,000 shares authorized; 18,892,115 and 17,329,615 shares issued and outstanding as of June 30, 2024, and December 31, 2023, respectively	1,889	1,733
Additional paid-in capital	12,470,136	10,849,031
Accumulated other comprehensive income	1,242	202
Accumulated deficit	(9,833,631)	(7,023,890)
TOTAL EQUITY	2,639,636	3,827,076
TOTAL LIABILITIES AND EQUITY	5,080,221	5,189,918
Related Party
Current Liabilities
Due to related parties	$ 173,648	$ 77,127

Condensed Consolidated Balance Sheets (Parentheticals) - $ / shares	Jun. 30, 2024	Dec. 31, 2023
Statement of Financial Position [Abstract]
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	300,000,000	300,000,000
Common stock, shares issued	18,892,115	17,329,615
Common stock, shares outstanding	18,892,115	17,329,615

Condensed Consolidated Statements of Operations and Comprehensive Loss - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Income Statement [Abstract]
Revenue	$ 605,529	$ 316,530	$ 1,220,092	$ 459,350
Cost of sales	166,275	108,180	335,186	152,613
Gross profit	439,254	208,350	884,906	306,737
Expenses
Depreciation and amortization	2,709	2,888	5,093	5,385
Marketing and promotion	721,489	114,051	1,114,527	216,727
Consulting fees	185,443	149,723	581,569	233,687
Office and administrative	663,956	529,950	1,542,564	964,009
Professional fees	158,143	168,933	338,065	306,730
Investor relations	6,377	37,452	104,622	75,720
Research and development	52,385	133,654	173,526	217,395
Foreign exchange (gain) loss	244	2,374	785	2,633
Travel and entertainment	57,121	122,655	116,229	184,170
Total Expenses	1,847,867	1,261,680	3,976,980	2,206,456
Net loss before other income (expense)	(1,408,613)	(1,053,330)	(3,092,074)	(1,899,719)
Other income (expense)
Change in fair value of derivative liabilities	26,864	(222,468)	301,803	(459,246)
Interest expense	(30,806)	(4,409)	(54,343)	(7,045)
Interest income	64	349	150	5,456
Other income			34,723
Net loss	(1,412,491)	(1,279,858)	(2,809,741)	(2,360,554)
Other comprehensive income (loss)
Currency translation adjustment	(141)	262	1,040	375
Total comprehensive loss	$ (1,412,632)	$ (1,279,596)	$ (2,808,701)	$ (2,360,179)
Basic and diluted loss per share (in Dollars per share)	$ (0.08)	$ (0.128)	$ (0.158)	$ (0.24)
Weighted average shares outstanding (in Shares)	18,298,572	9,976,725	17,814,093	9,838,599

Condensed Consolidated Statements of Operations and Comprehensive Loss (Parentheticals) - $ / shares	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Income Statement [Abstract]
Diluted loss per share	$ (0.08)	$ (0.128)	$ (0.158)	$ (0.240)

Condensed Consolidated Statements of Changes in Stockholders’ Equity - USD ($)	Preferred Stock Series Seed 1	Preferred Stock Series Seed 2	Preferred Stock Series A	Common Stock	Additional paid-in capital	Accumulated deficit	Accumulated other comprehensive income	Total
Balance at Dec. 31, 2022	$ 21	$ 364	$ 186	$ 957	$ 3,852,044	$ (2,722,373)	$ 111	$ 1,131,310
Balance (in Shares) at Dec. 31, 2022	213,730	3,635,252	1,861,799	9,568,475
Private placement				$ 36	1,073,553			1,073,589
Private placement (in Shares)				357,861
Exercise of stock options				$ 6	37,494			37,500
Exercise of stock options (in Shares)				62,500
Share-based compensation					185,068			185,068
Net loss for the period						(2,360,554)		(2,360,554)
Currency translation adjustment							375	375
Balance at Jun. 30, 2023	$ 21	$ 364	$ 186	$ 999	5,148,159	(5,082,927)	486	67,288
Balance (in Shares) at Jun. 30, 2023	213,730	3,635,252	1,861,799	9,988,836
Balance at Mar. 31, 2023	$ 21	$ 364	$ 186	$ 988	4,714,674	(3,803,069)	224	913,388
Balance (in Shares) at Mar. 31, 2023	213,730	3,635,252	1,861,799	9,880,975
Private placement				$ 11	323,578			323,589
Private placement (in Shares)				107,861
Share-based compensation					109,907			109,907
Net loss for the period						(1,279,858)		(1,279,858)
Currency translation adjustment							262	262
Balance at Jun. 30, 2023	$ 21	$ 364	$ 186	$ 999	5,148,159	(5,082,927)	486	67,288
Balance (in Shares) at Jun. 30, 2023	213,730	3,635,252	1,861,799	9,988,836
Balance at Dec. 31, 2023				$ 1,733	10,849,031	(7,023,890)	202	$ 3,827,076
Balance (in Shares) at Dec. 31, 2023				17,329,615				17,329,615
Issued for acquisition of intangible assets				$ 156	772,247			$ 772,403
Issued for acquisition of intangible assets (in Shares)				1,562,500
Obligation to issue stock for acquisition of intangible assets					838,374			838,374
Share-based compensation					10,484			10,484
Net loss for the period						(2,809,741)		(2,809,741)
Currency translation adjustment							1,040	1,040
Balance at Jun. 30, 2024				$ 1,889	12,470,136	(9,833,631)	1,242	$ 2,639,636
Balance (in Shares) at Jun. 30, 2024				18,892,115				18,892,115
Balance at Mar. 31, 2024				$ 1,733	10,904,370	(8,421,140)	1,383	$ 2,486,346
Balance (in Shares) at Mar. 31, 2024				17,329,615
Issued for acquisition of intangible assets				$ 156	772,247			772,403
Issued for acquisition of intangible assets (in Shares)				1,562,500
Obligation to issue stock for acquisition of intangible assets					838,374			838,374
Share-based compensation					(44,855)			(44,855)
Net loss for the period						(1,412,491)		(1,412,491)
Currency translation adjustment							(141)	(141)
Balance at Jun. 30, 2024				$ 1,889	$ 12,470,136	$ (9,833,631)	$ 1,242	$ 2,639,636
Balance (in Shares) at Jun. 30, 2024				18,892,115				18,892,115

Condensed Consolidated Statements of Cash Flows - USD ($)	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Operating activities
Net loss	$ (2,809,741)	$ (2,360,554)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	45,960	5,825
Share-based compensation	10,484	185,068
Straight-line rent expense	(1,379)	(1,378)
Change in fair value of derivative liabilities	(301,803)	459,246
Non-cash interest expense	42,312
R&D costs for intangible assets	39,483
Changes in operating assets and liabilities:
Receivables	6,958	(21,480)
Prepaid expenses and deposits	137,295	(183,518)
Inventory	(482,881)	(247,718)
Accounts payable and accrued liabilities	210,111	375,053
Customer deposits	(12,379)	75,194
Due to related parties	50,306	60,000
Cash flows used in operating activities	(3,104,757)	(1,654,262)
Investing activities
Purchase of equipment	(9,160)	(11,191)
Purchase of intangible assets	(112,320)
Cash flows used in investing activities	(121,480)	(11,191)
Financing activities
Exercise of stock options		37,500
Proceeds from issuance of common stock and warrants		1,073,589
Cash flows provided by financing activities		1,111,089
Effect of exchange rate changes on cash	(580)	728
Decrease in cash	(3,226,817)	(553,636)
Cash, beginning of period	3,326,851	1,154,901
Cash, ending of period	100,034	601,265
Supplemental cash flow information:
Cash paid for interest	11,104	4,898
Cash paid for taxes
Non-cash Investing and Financing transactions:
Common stock issued and issuable on acquisition of intangible asset	772,247
Obligation to issue stock for acquisition of intangible assets	$ 838,374

Organization and Nature of Operations

6 Months Ended

Jun. 30, 2024

Organization and Nature of Operations [Abstract]

Organization and nature of operations

Organization and nature of operations

Going Concern

6 Months Ended

Jun. 30, 2024

Going Concern [Abstract]

Going Concern

Going Concern

Summary of Significant Accounting Policies

6 Months Ended

Jun. 30, 2024

Summary of Significant Accounting Policies [Abstract]

Summary of Significant Accounting Policies

Summary of Significant Accounting Policies

Basis of Presentation

Principles of Consolidation

Use of Estimates

Foreign Currency Translation

Intangible Asset

License #1	10-year straight-line
License #2	IPR&D project not yet complete

New Accounting Standards

Recently Adopted Accounting Standards

Recently Issued Accounting Standards

There are no recently issued accounting standards which may have effect on the Company’s unaudited condensed consolidated financial statements

Receivables

6 Months Ended

Jun. 30, 2024

Receivables [Abstract]

Receivables

Receivables

As of June 30, 2024, receivables consisted of the following:

	June 30, 2024		December 31, 2023
Trade receivable	$	20,709	$	33,089
Sales taxes receivable		8,361		3,072
	$	29,070	$	36,161

Prepaids and Deposits

6 Months Ended

Jun. 30, 2024

Prepaids and Deposits [Abstract]

Prepaids and Deposits

Prepaids and Deposits

As of June 30, 2024, and December 31, 2023, prepaid and deposits consisted of the following:

	June 30, 2024		December 31, 2023
Prepaid expenses	$	888,129	$	957,645
Deposits		46,088		113,893
	$	934,217	$	1,071,538

Prepaids and deposits - current		923,444		1,060,765
Deposits- non-current		10,773		10,773

Inventory

6 Months Ended

Jun. 30, 2024

Inventory [Abstract]

Inventory

Inventory

As of June 30, 2024, and December 31, 2023, inventory consisted of the following:

	June 30, 2024		December 31, 2023
Raw materials	$	474,124	$	279,514
Work in progress		290,080		147,906
Finished goods		214,344		68,247
	$	978,548	$	495,667

Property and Equipment

6 Months Ended

Jun. 30, 2024

Property and Equipment [Abstract]

Property and equipment

Property and Equipment

	Equipment		Furniture and Fixtures		Computers			Total
Cost
Balance, December 31, 2022	$	50,516	$	8,365	$	2,759		$	61,640
Additions		2,658		8,533		-			11,191
Disposal									-
Foreign currency translation						61			61
Balance, December 31, 2023	$	53,174	$	16,898	$	2,820		$	72,892
Additions		9,160		-		-			9,160
Foreign currency translation		-		-		(87	)		(87	)
Balance, June 30, 2024	$	62,334	$	16,898	$	2,733		$	81,965

Accumulated depreciation
Balance, December 31, 2022	$	7,052	$	548	$	505		$	8,105
Depreciation		8,680		2,414		555			11,649
Foreign currency translation						19			19
Balance, December 31, 2023	$	15,732	$	2,962	$	1,079		$	19,773
Depreciation		4,994		1,207		276			6,478
Foreign currency translation		-		-		(36	)		(36	)
Balance, June 30, 2024	$	20,727	$	4,169	$	1,318		$	26,214

Net book value
December 31, 2023	$	37,442	$	13,936	$	1,741		$	53,119
June 30, 2024	$	41,607	$	12,729	$	1,415		$	55,751

During the six months ended June 30, 2024, and 2023, the Company capitalized depreciation of $1,384 and $440, respectively as part of the production of inventory.

Intangible Assets

6 Months Ended

Jun. 30, 2024

Intangible Assets [Abstract]

Intangible assets

Intangible assets

	a)	$50,000 payable upon executing the license (paid)

	b)	$350,000 payable on July 15, 2024 (Note 17)

	c)	$600,000 payable on completion of technology transfer or two years from January 15, 2024, whichever comes first.

The following assumptions were used in the Black-Scholes option pricing model:

	Initial recognition
Risk-free interest rate		5.12-5.44	%
Expected life		0.5-1 years
Expected dividend rate		0.00	%
Expected volatility		100	%

The consultant is to receive 2,450,000 shares in the following tranches and all shares were earned (i.e. fully vested) upon the Company’s acquisition of License #2 as follows:

●

May 3, 2024: 612,500 Shares (issued)

●

August 1, 2024: 612,500 Shares (issued, Note 17)

●

November 1, 2024: 612,500 Shares

●

February 2, 2025: 612,500 Shares

The cost of License #2 IPR&D asset will be $2,023,097, which is the fair value of the consideration paid on initial recognition

	License #1		License #2 (IPR&D asset)		Total
Cost
Balance, December 31, 2023	$	-		-		-
Additions		861,452		2,023,097		2,884,549
Balance, June 30, 2024	$	861,452		2,023,097		2,884,549

Accumulated depreciation
Balance, December 31, 2023	$	-		-		-
Additions		39,483		-		39,483
Balance, June 30, 2024	$	39,483		-		39,483

Net Book value – June 30, 2024	$	821,969		2,023,097		2,845,066

Operating Lease

6 Months Ended

Jun. 30, 2024

Operating Lease [Abstract]

Operating Lease

Operating Lease

	June 30, 2024		June 30, 2023
Office space, recorded in office and administration	$	60,575	$	44,353
Lab space, recorded in research and development		11,928		16,613
Lab space, capitalized to production of inventory		6,978		2,293
	$	79,481	$	63,259

As of June 30, 2024, and December 31, 2023, the Company recorded a security deposit of $10,773. (Note 5)

Future minimum lease payments under the Company’s operating lease that has an initial noncancelable lease term in excess of one year at March 31, 2024, are as follows:

As of March 31, 2024	Total
2024		80,861
2025		67,384
Thereafter		-
		148,245
Less: Imputed interest		(8,182	)
Operating lease liability		140,063

Operating lease lability – current		140,063
Operating lease lability – non-current	$	-

Accounts Payable and Accrued Liabilities

6 Months Ended

Jun. 30, 2024

Accounts Payable and Accrued Liabilities [Abstract]

Accounts payable and accrued liabilities

10.

Accounts Payable and Accrued Liabilities

As of June 30, 2024, and December 31, 2023, accounts payable and accrued liabilities consisted of the following:

	June 30, 2024		December 31, 2023
Accounts payable	$	1,140,634	$	596,147
Accrued liabilities		40,807		73,228
	$	1,181,441	$	669,375

Consideration Payable

6 Months Ended

Jun. 30, 2024

Consideration Payable [Abstract]

Consideration payable

11.

Consideration payable

On January 15, 2024, the Company entered into a license agreement with a Biotechnology company to use their proprietary technology and process to assist in formulating stem cells. The remaining amount of the payments to be made in accordance with the interest free payment schedule disclosed in Note 8 is $950,000.

The Company has accounted for a discount, using a market interest rate of 11.75%, on the consideration payable to reflect the imputed interest on future installments, totaling $138,548.

	Consideration payable
Outstanding, December 31, 2023	$	-
Additions		861,452
Payment		(50,000	)
Accretion expense		42,312
Outstanding, June 30, 2024	$	853,764

Consideration payable – current		348,403
Consideration payable – non-current	$	505,361

Derivative Liabilities

6 Months Ended

Jun. 30, 2024

Derivative Liabilities [Abstract]

Derivative liabilities

12.

Derivative liabilities

On July 15, 2022, the Company issued 231,828 common stock purchase warrants with an exercise price of $2.01 as part of the conversion of promissory notes.

A continuity of the Company’s common stock purchase derivative liability warrants is as follows:

	Derivative liabilities
Outstanding, December 31, 2022	$	68,455
Addition of new derivatives during IPO		229,437
Change in fair value of derivative liabilities		71,266
Outstanding, December 31, 2023	$	369,158
Change in fair value of derivative liabilities		(301,803	)
Outstanding, June 30, 2024	$	67,355

The following assumptions were used in the Black-Scholes option pricing model:

	June 30, 2024			December 31, 2023			November 21, 2023			December 31, 2022			July 15, 2022
Risk-free interest rate		4.33 - 4.52	%		3.84 - 4.01	%		4.41	%		4.73	%		3.12	%
Expected life ¹		2.82 – 4.40 years			3.32 – 4.90 years			5 years			0.75 years			0.6 years
Expected dividend rate		0	%		0	%		0.00	%		0.00	%		0.00	%
Expected volatility		100	%		100	%		100	%		100	%		100	%

As of June 30, 2024, the following warrants were outstanding:

Outstanding		Expiry date¹	Weighted average exercise price ($)
	75,840	April 27, 2027		2.01
	63,037	April 27, 2027		2.01
	80,388	April 27, 2027		2.01
	12,563	April 27, 2027		2.01
	75,000	November 21, 2028		4.00
	306,828			2.49

As of June 30, 2024, and December 31, 2023, the weighted average life of derivative liability warrants outstanding was 3.21 and 3.71 years, respectively.

Equity

6 Months Ended

Jun. 30, 2024

Equity [Abstract]

Equity

13.

Equity

Common Stock

Authorized

As of June 30, 2024, and December 31, 2023, the Company had 300,000,000 common stock authorized, each having a par value of $0.0001.

Issued and outstanding

As of June 30, 2024, and December 31, 2023, the Company had 18,892,115 and 17,329,615 shares issued and outstanding, respectively.

Transactions during the six months ended June 30, 2024

Transactions during the six months ended June 30, 2023

On April 14, 2023, the Company issued 97,681 common stock, of which $10 was recognized in common stock and the remaining $293,579 in additional paid-in capital.

On May 15, 2023, the Company issued 10,000 common stock, of which $1 was recognized in common stock and the remaining $29,999 was recognized in additional paid-in capital

Preferred Stock

Authorized

As of March 31, 2024, and December 31, 2023, the Company had 75,000,000 of all preferred stock authorized, each having a par value of $0.0001 per stock.

Issued and outstanding

As at June 30, 2024, and December 31, 2023, the Company had Nil preferred stock issued and outstanding.

Transactions during the six months ended June 30, 2024, and 2023

There were no preferred stock transactions during the six months ended June 30, 2024, and 2023.

Equity Warrants

Transactions during the six-month ended June 30, 2024.

There was no equity warrant activity during the six months ended June 30, 2024

Transactions during the six-month ended June 30, 2023.

As of June 30, 2024, and December 31, 2023, the following equity warrants were outstanding:

Outstanding		Expiry date	Weighted average exercise price ($)
	250,000	August 28, 2026		3.00
	99,998	March 12, 2027		3.00
	349,998			3.00

As of June 30, 2024, and December 31, 2023, the weighted average life of equity warrants outstanding was 2.32 and 2.81 years, respectively.

Stock Options

Transactions during the six-month ended June 30, 2024

Transactions during the six-month ended June 30, 2023

The following assumptions were used in the Black-Scholes option pricing model:

	June 30, 2024			December 31, 2023
Risk-free interest rate		3.95% - 4.19	%		3.39% -3.86	%
Expected life		10 years			10 years
Expected dividend rate		0.00	%		0.00	%
Expected volatility		100	%		100	%
Forfeiture rate		0.00	%		0.00	%

The continuity of stock options for the six months ended June 30, 2024, and December 31, 2023, is summarized below:

	Number of stock options			Weighted average exercise price
Outstanding, December 31, 2022		1,366,167			1.08
Granted		234,000			5.00
Forfeited		(14,583	)		0.60
Exercised		(62,500	)		0.60
Outstanding, December 31, 2023		1,523,084			1.71
Granted		92,500			1.54
Forfeited		(266,605	)		2.54
Exercised		-			-
Outstanding, June 30, 2024		1,348,979			1.53

As of June 30, 2024, the following options were outstanding, entitling the holders thereof the right to purchase one common stock for each option held as follows:

Outstanding		Vested		Expiry date	Weighted average exercise price ($)
	812,510		718,932	February 8, 2031		0.60
	35,417		35,417	February 27, 2031		0.60
	25,833		23,542	April 25, 2032		0.60
	16,000		8,000	June 1, 2032		1.34
	52,708		52,708	July 1, 2032		1.34
	45,833		45,833	August 8, 2032		1.34
	16,000		7,000	September 30, 2032		1.34
	80,000		35,000	September 30, 2032		5.00
	10,000		4,167	October 15, 2032		1.34
	5,000		1,979	November 1, 2032		5.00
	7,500		7,500	December 12, 2032		5.00
	10,000		3,333	February 1, 2033		5.00
	50,000		13,542	April 16, 2033		5.00
	80,000		23,333	May 5, 2033		5.00
	10,000		2,500	June 27, 2033		5.00
	678		678	July 10, 2033		5.00
	1,500		-	July 1, 2033		5.00
	5,000		-	January 17, 2034		5.00
	5,000		-	February 12, 2034		5.00
	80,000		-	March 5, 2034		1.00
	1,348,979		983,464			1.00

As of June 30, 2024, and December 31, 2023, the weighted average life of stock options outstanding was 7.36 years and 7.84 years, respectively.

Related Party Transactions

6 Months Ended

Jun. 30, 2024

Related Party Transactions

14.

Related Party Transactions

Related parties consist of the following individuals and corporations:

	●	Braeden Lichti, Chairman and former President, significant shareholder through BWL Investments Ltd. Resigned as President effective October 11, 2022.
	●	Jordan Plews, Director, significant shareholder through JP Bio Consulting LLC
	●	Graydon Bensler, CEO, CFO and Director
	●	Yi Guo, Former Director, resigned effective September 29, 2022
	●	Tim Sayed, Chief Medical Officer
	●	Brenda Buechler, Former Chief Marketing Officer
	●	Christoph Kraneiss, Former Chief Commercial Officer
	●	Jeffrey Parry, Director (appointed June 1, 2023)
	●	Julie Daley, Director (appointed June 1, 2023)
	●	Crystal Muilenburg, Director (appointed June 1, 2023, resigned February 29, 2024)
	●	George Kovalyov (appointed March 1, 2024)
	●	GB Capital Ltd., controlled by Graydon Bensler
	●	JP Bio Consulting LLC, significant shareholder and controlled by Jordan Plews
	●	BWL Investments Ltd., significant shareholder and controlled by Braeden Lichti
	●	Northstrive Companies Inc., controlled by Braeden Lichti

Remuneration attributed to key management personnel are summarized as follows:

	Three months ended June 30, 2024			Three months ended June 30, 2023		Six months ended June 30, 2024			Six months ended June 30, 2023
Consulting fees	$	80,000			40,288		160,833			91,538
Salaries		170,641			159,814		377,656			316,253
Share-based compensation		(54,859	)		75,369		(32,583	)		122,355
	$	195,782			275,471		505,907			530,146

Jordan Plews, Director, earned a Salary of $122,032 and $111,523 respectively during the six months ended June 30, 2024, and 2023 (includes employer taxes of $13,698 and $11,522, respectively).

During the six months ended June 30, 2024, and 2023, the company issued the following stock options to related parties:

Details of the fair value granted to each related party in the current and prior periods, and the related expense recorded for the six months ended June 30, 2024, and 2023 is as follow:

	Six Months Ended June 30, 2024			Six Months Ended June 30, 2023		Fair value of stock options granted
Braeden Lichti, Former Chairman and President¹	$	(5,355	)	$	3,927	$	50,995
Graydon Bensler, CEO, CFO and Director		1,502			3,927		50,995
Jordan Plews, Director		1,502			3,927		50,995
Tim Sayed, Chief Medical Officer		1,502			3,927		50,995
Jeffrey Parry, Director		13,349			5,210		107,669
Crystal Muilenburg, Former Director¹		(41,668	)		11,199		210,245
Julie Daley, Director		53,643			13,428		210,245
George Kovalyov, Director		10,308			-		52,845
Brenda Buechler, Former Chief Marketing Officer¹		(36,918	)		41,426		143,671
Christoph Kraneiss, Former Chief Commercial Officer¹		(30,449	)		35,384		121,243
	$	(32,583	)	$	122,355	$	1,049,898

239,782 options of related parties were forfeited in the six months ended June 30, 2024

Commitments and Contingencies

6 Months Ended

Jun. 30, 2024

Commitments and Contingencies [Abstract]

Commitments and Contingencies

15.

Commitments and Contingencies

There were no commitments as of June 30, 2024, and December 31, 2023, or during the periods then ended.

Concentrations

6 Months Ended

Jun. 30, 2024

Concentrations [Abstract]

Concentrations

16.

Concentrations

Customers

As of June 30, 2024 and December 31, 2023, the Company had $49 receivables due from these customers and $Nil in customer deposits were received from its largest customer.

The Company expects its dependence on these major customers to decrease over time as it enters into additional distributor agreements and builds out its sales team.

Suppliers

	Six Months Ended June 30, 2024			Six Months Ended June 30, 2023
Supplier 1		28	%		33	%
Supplier 2		26	%		24	%
Supplier 3		12	%		8	%
		66	%		65	%

Subsequent Events

6 Months Ended

Jun. 30, 2024

Subsequent Events [Abstract]

Subsequent Events

17.

Subsequent Events

Securities Purchase Agreement and Notes

Consideration Payable

On July 9, 2024, the Company amended the payments terms of the consideration payable for License #1 with regards to the $350,000 payment. The payment is now due on March 15, 2025 (Note 8).

Issuance of common shares

On August 1, 2024, the Company issued 612,500 shares to a consultant in relation to the acquisition of the License #2 IPR&D asset (Note 8).

Pay vs Performance Disclosure - USD ($)	3 Months Ended		6 Months Ended
Pay vs Performance Disclosure - USD ($)	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Pay vs Performance Disclosure
Net Income (Loss)	$ (1,412,491)	$ (1,279,858)	$ (2,809,741)	$ (2,360,554)

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Jun. 30, 2024
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false
Rule 10b5-1 Arrangement Modified	false
Non-Rule 10b5-1 Arrangement Modified	false

Accounting Policies, by Policy (Policies)

6 Months Ended

Jun. 30, 2024

Summary of Significant Accounting Policies [Abstract]

Basis of Presentation

Principles of Consolidation

Use of Estimates

Foreign Currency Translation

Intangible Asset

License #1	10-year straight-line
License #2	IPR&D project not yet complete

New Accounting Standards

Recently Adopted Accounting Standards

Recently Issued Accounting Standards

There are no recently issued accounting standards which may have effect on the Company’s unaudited condensed consolidated financial statements

Summary of Significant Accounting Policies (Tables)

6 Months Ended

Jun. 30, 2024

Summary of Significant Accounting Policies [Abstract]

Schedule of Estimated Useful Lives of Intangible Assets

The estimated useful lives of intangible assets are generally as follows:

License #1	10-year straight-line
License #2	IPR&D project not yet complete

Receivables (Tables)

6 Months Ended

Jun. 30, 2024

Receivables [Abstract]

Schedule of Receivables

As of June 30, 2024, receivables consisted of the following:

	June 30, 2024		December 31, 2023
Trade receivable	$	20,709	$	33,089
Sales taxes receivable		8,361		3,072
	$	29,070	$	36,161

Prepaids and Deposits (Tables)

6 Months Ended

Jun. 30, 2024

Prepaids and Deposits [Abstract]

Schedule of Prepaid and Deposits

As of June 30, 2024, and December 31, 2023, prepaid and deposits consisted of the following:

	June 30, 2024		December 31, 2023
Prepaid expenses	$	888,129	$	957,645
Deposits		46,088		113,893
	$	934,217	$	1,071,538

Prepaids and deposits - current		923,444		1,060,765
Deposits- non-current		10,773		10,773

Inventory (Tables)

6 Months Ended

Jun. 30, 2024

Inventory [Abstract]

Schedule of Inventory

As of June 30, 2024, and December 31, 2023, inventory consisted of the following:

	June 30, 2024		December 31, 2023
Raw materials	$	474,124	$	279,514
Work in progress		290,080		147,906
Finished goods		214,344		68,247
	$	978,548	$	495,667

Property and Equipment (Tables)

6 Months Ended

Jun. 30, 2024

Property and Equipment [Abstract]

Schedule of Property and Equipment

Property and Equipment

	Equipment		Furniture and Fixtures		Computers			Total
Cost
Balance, December 31, 2022	$	50,516	$	8,365	$	2,759		$	61,640
Additions		2,658		8,533		-			11,191
Disposal									-
Foreign currency translation						61			61
Balance, December 31, 2023	$	53,174	$	16,898	$	2,820		$	72,892
Additions		9,160		-		-			9,160
Foreign currency translation		-		-		(87	)		(87	)
Balance, June 30, 2024	$	62,334	$	16,898	$	2,733		$	81,965

Accumulated depreciation
Balance, December 31, 2022	$	7,052	$	548	$	505		$	8,105
Depreciation		8,680		2,414		555			11,649
Foreign currency translation						19			19
Balance, December 31, 2023	$	15,732	$	2,962	$	1,079		$	19,773
Depreciation		4,994		1,207		276			6,478
Foreign currency translation		-		-		(36	)		(36	)
Balance, June 30, 2024	$	20,727	$	4,169	$	1,318		$	26,214

Net book value
December 31, 2023	$	37,442	$	13,936	$	1,741		$	53,119
June 30, 2024	$	41,607	$	12,729	$	1,415		$	55,751

Intangible Assets (Tables)

6 Months Ended

Jun. 30, 2024

Intangible Assets [Abstract]

Schedule of the Black-Scholes Option Pricing Model

The following assumptions were used in the Black-Scholes option pricing model:

	Initial recognition
Risk-free interest rate		5.12-5.44	%
Expected life		0.5-1 years
Expected dividend rate		0.00	%
Expected volatility		100	%

Schedule of Intangible Assets

The cost of License #2 IPR&D asset will be $2,023,097, which is the fair value of the consideration paid on initial recognition

	License #1		License #2 (IPR&D asset)		Total
Cost
Balance, December 31, 2023	$	-		-		-
Additions		861,452		2,023,097		2,884,549
Balance, June 30, 2024	$	861,452		2,023,097		2,884,549

Accumulated depreciation
Balance, December 31, 2023	$	-		-		-
Additions		39,483		-		39,483
Balance, June 30, 2024	$	39,483		-		39,483

Net Book value – June 30, 2024	$	821,969		2,023,097		2,845,066

Operating Lease (Tables)

6 Months Ended

Jun. 30, 2024

Operating Lease [Abstract]

Schedule of Lease Cost

The lease cost has been allocated as follows based on the square footage of each property location.

	June 30, 2024		June 30, 2023
Office space, recorded in office and administration	$	60,575	$	44,353
Lab space, recorded in research and development		11,928		16,613
Lab space, capitalized to production of inventory		6,978		2,293
	$	79,481	$	63,259

Schedule of Future Minimum Lease Payments

Future minimum lease payments under the Company’s operating lease that has an initial noncancelable lease term in excess of one year at March 31, 2024, are as follows:

As of March 31, 2024	Total
2024		80,861
2025		67,384
Thereafter		-
		148,245
Less: Imputed interest		(8,182	)
Operating lease liability		140,063

Operating lease lability – current		140,063
Operating lease lability – non-current	$	-

Accounts Payable and Accrued Liabilities (Tables)

6 Months Ended

Jun. 30, 2024

Accounts Payable and Accrued Liabilities [Abstract]

Schedule of Accounts Payable and Accrued Liabilities

As of June 30, 2024, and December 31, 2023, accounts payable and accrued liabilities consisted of the following:

	June 30, 2024		December 31, 2023
Accounts payable	$	1,140,634	$	596,147
Accrued liabilities		40,807		73,228
	$	1,181,441	$	669,375

Consideration Payable (Tables)

6 Months Ended

Jun. 30, 2024

Consideration Payable [Abstract]

Schedule of Consideration Payable

	Consideration payable
Outstanding, December 31, 2023	$	-
Additions		861,452
Payment		(50,000	)
Accretion expense		42,312
Outstanding, June 30, 2024	$	853,764

Consideration payable – current		348,403
Consideration payable – non-current	$	505,361

Derivative Liabilities (Tables)

6 Months Ended

Jun. 30, 2024

Derivative Liabilities (Tables) [Line Items]

Schedule of Common Stock Purchase Derivative Liability Warrants

A continuity of the Company’s common stock purchase derivative liability warrants is as follows:

	Derivative liabilities
Outstanding, December 31, 2022	$	68,455
Addition of new derivatives during IPO		229,437
Change in fair value of derivative liabilities		71,266
Outstanding, December 31, 2023	$	369,158
Change in fair value of derivative liabilities		(301,803	)
Outstanding, June 30, 2024	$	67,355

Schedule of Black-Scholes Option Pricing Model

The following assumptions were used in the Black-Scholes option pricing model:

	Initial recognition
Risk-free interest rate		5.12-5.44	%
Expected life		0.5-1 years
Expected dividend rate		0.00	%
Expected volatility		100	%

Derivative liabilities [Member]

Derivative Liabilities (Tables) [Line Items]

Schedule of Black-Scholes Option Pricing Model

The following assumptions were used in the Black-Scholes option pricing model:

	June 30, 2024			December 31, 2023			November 21, 2023			December 31, 2022			July 15, 2022
Risk-free interest rate		4.33 - 4.52	%		3.84 - 4.01	%		4.41	%		4.73	%		3.12	%
Expected life ¹		2.82 – 4.40 years			3.32 – 4.90 years			5 years			0.75 years			0.6 years
Expected dividend rate		0	%		0	%		0.00	%		0.00	%		0.00	%
Expected volatility		100	%		100	%		100	%		100	%		100	%

Schedule of Derivative Liability Warrants Outstanding

As of June 30, 2024, the following warrants were outstanding:

Outstanding		Expiry date¹	Weighted average exercise price ($)
	75,840	April 27, 2027		2.01
	63,037	April 27, 2027		2.01
	80,388	April 27, 2027		2.01
	12,563	April 27, 2027		2.01
	75,000	November 21, 2028		4.00
	306,828			2.49

Equity (Tables)

6 Months Ended

Jun. 30, 2024

Equity (Tables) [Line Items]

Schedule of Equity Warrants

As of June 30, 2024, and December 31, 2023, the following equity warrants were outstanding:

Outstanding		Expiry date	Weighted average exercise price ($)
	250,000	August 28, 2026		3.00
	99,998	March 12, 2027		3.00
	349,998			3.00

Schedule of Black-Scholes Option Pricing Model

The following assumptions were used in the Black-Scholes option pricing model:

	Initial recognition
Risk-free interest rate		5.12-5.44	%
Expected life		0.5-1 years
Expected dividend rate		0.00	%
Expected volatility		100	%

Schedule of Stock Options

The continuity of stock options for the six months ended June 30, 2024, and December 31, 2023, is summarized below:

	Number of stock options			Weighted average exercise price
Outstanding, December 31, 2022		1,366,167			1.08
Granted		234,000			5.00
Forfeited		(14,583	)		0.60
Exercised		(62,500	)		0.60
Outstanding, December 31, 2023		1,523,084			1.71
Granted		92,500			1.54
Forfeited		(266,605	)		2.54
Exercised		-			-
Outstanding, June 30, 2024		1,348,979			1.53

Schedule of Right To Purchase One Common Stock Option Held

As of June 30, 2024, the following options were outstanding, entitling the holders thereof the right to purchase one common stock for each option held as follows:

Outstanding		Vested		Expiry date	Weighted average exercise price ($)
	812,510		718,932	February 8, 2031		0.60
	35,417		35,417	February 27, 2031		0.60
	25,833		23,542	April 25, 2032		0.60
	16,000		8,000	June 1, 2032		1.34
	52,708		52,708	July 1, 2032		1.34
	45,833		45,833	August 8, 2032		1.34
	16,000		7,000	September 30, 2032		1.34
	80,000		35,000	September 30, 2032		5.00
	10,000		4,167	October 15, 2032		1.34
	5,000		1,979	November 1, 2032		5.00
	7,500		7,500	December 12, 2032		5.00
	10,000		3,333	February 1, 2033		5.00
	50,000		13,542	April 16, 2033		5.00
	80,000		23,333	May 5, 2033		5.00
	10,000		2,500	June 27, 2033		5.00
	678		678	July 10, 2033		5.00
	1,500		-	July 1, 2033		5.00
	5,000		-	January 17, 2034		5.00
	5,000		-	February 12, 2034		5.00
	80,000		-	March 5, 2034		1.00
	1,348,979		983,464			1.00

Equity Option [Member]

Equity (Tables) [Line Items]

Schedule of Black-Scholes Option Pricing Model

The following assumptions were used in the Black-Scholes option pricing model:

	June 30, 2024			December 31, 2023
Risk-free interest rate		3.95% - 4.19	%		3.39% -3.86	%
Expected life		10 years			10 years
Expected dividend rate		0.00	%		0.00	%
Expected volatility		100	%		100	%
Forfeiture rate		0.00	%		0.00	%

Related Party Transactions (Tables)

6 Months Ended

Jun. 30, 2024

Schedule of Fair Value of the Options Granted to Each Individual and the Related Expense

Remuneration attributed to key management personnel are summarized as follows:

	Three months ended June 30, 2024			Three months ended June 30, 2023		Six months ended June 30, 2024			Six months ended June 30, 2023
Consulting fees	$	80,000			40,288		160,833			91,538
Salaries		170,641			159,814		377,656			316,253
Share-based compensation		(54,859	)		75,369		(32,583	)		122,355
	$	195,782			275,471		505,907			530,146

Related Party [Member]

Schedule of Fair Value of the Options Granted to Each Individual and the Related Expense

Details of the fair value granted to each related party in the current and prior periods, and the related expense recorded for the six months ended June 30, 2024, and 2023 is as follow:

	Six Months Ended June 30, 2024			Six Months Ended June 30, 2023		Fair value of stock options granted
Braeden Lichti, Former Chairman and President¹	$	(5,355	)	$	3,927	$	50,995
Graydon Bensler, CEO, CFO and Director		1,502			3,927		50,995
Jordan Plews, Director		1,502			3,927		50,995
Tim Sayed, Chief Medical Officer		1,502			3,927		50,995
Jeffrey Parry, Director		13,349			5,210		107,669
Crystal Muilenburg, Former Director¹		(41,668	)		11,199		210,245
Julie Daley, Director		53,643			13,428		210,245
George Kovalyov, Director		10,308			-		52,845
Brenda Buechler, Former Chief Marketing Officer¹		(36,918	)		41,426		143,671
Christoph Kraneiss, Former Chief Commercial Officer¹		(30,449	)		35,384		121,243
	$	(32,583	)	$	122,355	$	1,049,898

239,782 options of related parties were forfeited in the six months ended June 30, 2024

Concentrations (Tables)

6 Months Ended

Jun. 30, 2024

Concentrations [Abstract]

Schedule of Suppliers Percentage of Cost

The table below represents a breakdown of each supplier as a percentage of the cost incurred (Suppliers are shown from largest to smallest and does not necessarily represent the same suppliers period over period):

	Six Months Ended June 30, 2024			Six Months Ended June 30, 2023
Supplier 1		28	%		33	%
Supplier 2		26	%		24	%
Supplier 3		12	%		8	%
		66	%		65	%

Organization and Nature of Operations (Details)	Jun. 09, 2020
Elevai Labs Inc. [Member]
Organization and Nature of Operations [Line Items]
Owned subsidiary percentage	100.00%

Going Concern (Details) - USD ($)	3 Months Ended		6 Months Ended
Going Concern (Details) - USD ($)	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023
Going Concern [Abstract]
Net working capital	$ 95,872		$ 95,872		$ 3,622,091
Accumulated deficit	(9,833,631)		(9,833,631)		$ (7,023,890)
Net loss	$ (1,412,491)	$ (1,279,858)	(2,809,741)	$ (2,360,554)
Cash flows for operating activities			$ (3,104,757)	$ (1,654,262)

Summary of Significant Accounting Policies (Details)	Jun. 30, 2024
Prinicipal of Consolidation [Member]
Summary of Significant Accounting Policies [Line Items]
Owners percentage	100.00%

Summary of Significant Accounting Policies (Details) - Schedule of Estimated Useful Lives of Intangible Assets - License #2 [Member]	6 Months Ended
	Jun. 30, 2024
Schedule of Estimated Useful Lives of Intangible Assets [Line Items]
License #1	10 years
License #2	IPR&D project not yet complete

Receivables (Details) - USD ($)	Jun. 30, 2024	Dec. 31, 2023
Receivables [Abstract]
Provision for doubtful accounts

Receivables (Details) - Schedule of Receivables - USD ($)	Jun. 30, 2024	Dec. 31, 2023
Receivables [Abstract]
Trade receivable	$ 20,709	$ 33,089
Sales taxes receivable	8,361	3,072
Total	$ 29,070	$ 36,161

Prepaids and Deposits (Details) - USD ($)	Jun. 30, 2024	Dec. 31, 2023
Prepaids and Deposits [Abstract]
Long term lease	$ 10,773	$ 10,773

Prepaids and Deposits (Details) - Schedule of Prepaid and Deposits - USD ($)	Jun. 30, 2024	Dec. 31, 2023
Schedule of Prepaid And Deposits [Abstract]
Prepaid expenses	$ 888,129	$ 957,645
Deposits	46,088	113,893
Prepaid and deposits	934,217	1,071,538
Prepaids and deposits - current	923,444	1,060,765
Deposits- non-current	$ 10,773	$ 10,773

Inventory (Details) - USD ($)	6 Months Ended
Inventory (Details) - USD ($)	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023
Inventory [Abstract]
Cost of sales	$ 152,559	$ 73,896
Marketing and promotion	92,907	$ 64,718
Allowance for inventory

Inventory (Details) - Schedule of Inventory - USD ($)	Jun. 30, 2024	Dec. 31, 2023
Schedule of Inventory [Abstract]
Raw materials	$ 474,124	$ 279,514
Work in progress	290,080	147,906
Finished goods	214,344	68,247
Total inventory	$ 978,548	$ 495,667

Property and Equipment (Details) - USD ($)	Jun. 30, 2024	Jun. 30, 2023
Property and Equipment [Abstract]
Capitalized depreciation	$ 1,384	$ 440

Property and Equipment (Details) - Schedule of Property and Equipment - USD ($)	6 Months Ended	12 Months Ended
	Jun. 30, 2024	Dec. 31, 2023
Cost
Cost, Balance beginning	$ 72,892	$ 61,640
Cost, Additions	9,160	11,191
Cost, Disposal
Cost, Foreign currency translation	(87)	61
Cost, Balance ending	81,965	72,892
Accumulated depreciation
Accumulated depreciation, Balance beginning	19,773	8,105
Depreciation	6,478	11,649
Accumulated depreciation, Foreign currency translation	(36)	19
Accumulated depreciation, Balance ending	26,214	19,773
Net book value	55,751	53,119
Equipment [Member]
Cost
Cost, Balance beginning	53,174	50,516
Cost, Additions	9,160	2,658
Cost, Foreign currency translation
Cost, Balance ending	62,334	53,174
Accumulated depreciation
Accumulated depreciation, Balance beginning	15,732	7,052
Depreciation	4,994	8,680
Accumulated depreciation, Foreign currency translation
Accumulated depreciation, Balance ending	20,727	15,732
Net book value	41,607	37,442
Furniture and Fixtures [Member]
Cost
Cost, Balance beginning	16,898	8,365
Cost, Additions		8,533
Cost, Foreign currency translation
Cost, Balance ending	16,898	16,898
Accumulated depreciation
Accumulated depreciation, Balance beginning	2,962	548
Depreciation	1,207	2,414
Accumulated depreciation, Foreign currency translation
Accumulated depreciation, Balance ending	4,169	2,962
Net book value	12,729	13,936
Computers [Member]
Cost
Cost, Balance beginning	2,820	2,759
Cost, Additions
Cost, Foreign currency translation	(87)	61
Cost, Balance ending	2,733	2,820
Accumulated depreciation
Accumulated depreciation, Balance beginning	1,079	505
Depreciation	276	555
Accumulated depreciation, Foreign currency translation	(36)	19
Accumulated depreciation, Balance ending	1,318	1,079
Net book value	$ 1,415	$ 1,741

Intangible Assets (Details) - USD ($)							6 Months Ended
Intangible Assets (Details) - USD ($)	Feb. 02, 2025	Nov. 01, 2024	Aug. 02, 2024	Aug. 01, 2024	May 03, 2024	Jan. 15, 2024	Jun. 30, 2024	Dec. 31, 2023
Intangible Assets [Line Items]
Intangible assets term						10 years
Purchase price						$ 1,000,000
Intangible asset payable						600,000
Intangible assets							$ 2,884,549
Consideration paid							$ 400,000
Common shares (in Shares)							950,000
Common shares value							$ 492,850
Fair value adjustment							$ 173,100
Shares were fully vested (in Shares)					612,500		2,450,000
Consideration Payable [Member]
Intangible Assets [Line Items]
Interest rate of percentage							11.75%
July 15, 2024 [Member]
Intangible Assets [Line Items]
Intangible asset payable						350,000
Pharmaceutical [Member]
Intangible Assets [Line Items]
Fair value adjustment							$ 599,863
Legal fees							12,320
Acquiring license							$ 1,117,771
License [Member]
Intangible Assets [Line Items]
Intangible assets term							10 years
Intangible asset payable						$ 50,000
Intangible assets							$ 861,452
License [Member] \| Consideration Payable [Member]
Intangible Assets [Line Items]
Interest rate of percentage							11.75%
License #2 (IPR&D asset) [Member]
Intangible Assets [Line Items]
Intangible assets							$ 2,023,097
Subsequent Event [Member]
Intangible Assets [Line Items]
Common shares (in Shares)			1,299,999
Shares were fully vested (in Shares)				612,500
Forecast [Member]
Intangible Assets [Line Items]
Shares were fully vested (in Shares)	612,500	612,500

Intangible Assets (Details) - Schedule of the Black-Scholes Option Pricing Model - Finite-Lived Intangible Assets [Member]	6 Months Ended
	Jun. 30, 2024
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Expected dividend rate	0.00%
Expected volatility	100.00%
Minimum [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Risk-free interest rate	5.12%
Expected life	6 months
Maximum [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Risk-free interest rate	5.44%
Expected life	1 year

Intangible Assets (Details) - Schedule of Intangible Assets - USD ($)	6 Months Ended
	Jun. 30, 2024	Dec. 31, 2023
Cost
Balance, December 31, 2023
Additions	2,884,549
Balance, March 31, 2024	2,884,549
Accumulated depreciation
Balance, December 31, 2023
Additions	39,483
Balance, March 31, 2024	39,483
Net Book value – March 31, 2024	2,845,066
License [Member]
Cost
Balance, December 31, 2023
Additions	861,452
Balance, March 31, 2024	861,452
Accumulated depreciation
Balance, December 31, 2023
Additions	39,483
Balance, March 31, 2024	39,483
Net Book value – March 31, 2024	821,969
License #2 (IPR&D asset) [Member]
Cost
Balance, December 31, 2023
Additions	2,023,097
Balance, March 31, 2024	2,023,097
Accumulated depreciation
Balance, December 31, 2023
Additions
Balance, March 31, 2024
Net Book value – March 31, 2024	$ 2,023,097

Operating Lease (Details) - USD ($)			6 Months Ended
Operating Lease (Details) - USD ($)	Jul. 03, 2023	Jul. 01, 2023	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023
Operating Lease [Line Items]
Rent increased		$ 13,476.75
Increase lease liability		$ 47,986
Operating lease			$ 79,481	$ 63,259
Security deposit			$ 10,773		$ 10,773
Discount rate of lease liability		11.50%
Percentage of discount rate		8.00%
Remaining lease term			11 months 1 day		1 year 5 months 1 day
Minimum [Member]
Operating Lease [Line Items]
Rent increased	$ 10,773
Maximum [Member]
Operating Lease [Line Items]
Rent increased	$ 13,477

Operating Lease (Details) - Schedule of Lease Cost - USD ($)	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Schedule of Lease Cost [Abstract]
Office space, recorded in office and administration	$ 60,575	$ 44,353
Lab space, recorded in research and development	11,928	16,613
Lab space, capitalized to production of inventory	6,978	2,293
Operating lease	$ 79,481	$ 63,259

Operating Lease (Details) - Schedule of Future Minimum Lease Payments - USD ($)	Jun. 30, 2024	Dec. 31, 2023
Schedule of Future Minimum Lease Payments [Abstract]
2024	$ 80,861
2025	67,384
Thereafter
Total lease payment	148,245
Less: Imputed interest	(8,182)
Operating lease liability	140,063
Operating lease lability – current	140,063	$ 145,000
Operating lease lability – non-current		$ 65,489

Accounts Payable and Accrued Liabilities (Details) - Schedule of Accounts Payable and Accrued Liabilities - USD ($)	Jun. 30, 2024	Dec. 31, 2023
Schedule of Accounts Payable and Accrued Liabilities [Abstract]
Accounts payable	$ 1,140,634	$ 596,147
Accrued liabilities	40,807	73,228
Total	$ 1,181,441	$ 669,375

Consideration Payable (Details) - USD ($)		6 Months Ended
Consideration Payable (Details) - USD ($)	Jan. 15, 2024	Jun. 30, 2024
Consideration Payable [Line Items]
Fair value of payments	$ 950,000
Discount on the consideration payable		$ 138,548
Consideration Payable [Member]
Consideration Payable [Line Items]
Percentage of consideration payable		11.75%

Consideration Payable (Details) - Schedule of Consideration Payable - USD ($)	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023
Schedule of Consideration Payable [Abstract]
Outstanding, December 31, 2023
Consideration payable – current	348,403
Consideration payable – non-current	505,361
Additions	861,452
Payment	(50,000)
Accretion expense	42,312
Outstanding, June 30, 2024	$ 853,764

Derivative Liabilities (Details) - $ / shares	Nov. 21, 2023	Jun. 30, 2024	Dec. 31, 2023	Apr. 28, 2023	Jul. 15, 2022
Derivative Liabilities [Line Items]
Warrants purchase					231,828
Warrant exercise price (in Dollars per share)					$ 2.01
Price per share (in Dollars per share)	$ 4
Warrants maturity date				Apr. 27, 2027
Derivative liability warrants outstanding term		2 years 3 months 25 days	2 years 9 months 21 days
Derivative liability warrants outstanding				231,828
IPO warrants [Member]
Derivative Liabilities [Line Items]
Warrants issued	75,000
Warrants maturity date	Nov. 21, 2028
Derivative Liability Warrants [Member]
Derivative Liabilities [Line Items]
Derivative liability warrants outstanding term		3 years 2 months 15 days	3 years 8 months 15 days

Derivative Liabilities (Details) - Schedule of Common Stock Purchase Derivative Liability Warrants - Warrant [Member] - USD ($)	6 Months Ended	12 Months Ended
	Jun. 30, 2024	Dec. 31, 2023	Dec. 31, 2022
Derivative [Line Items]
Derivative liabilities outstanding, Ending balance	$ 67,355	$ 369,158	$ 68,455
Addition of new derivatives during IPO		229,437
Change in fair value of derivative liabilities	$ (301,803)	$ 71,266

Derivative Liabilities (Details) - Schedule of Black-Scholes Option Pricing Model - Black-Scholes Option Pricing Model [Member]

6 Months Ended

Dec. 31, 2023

Nov. 21, 2023

Dec. 31, 2022

Jul. 15, 2022

Jun. 30, 2024

Derivative Liabilities (Details) - Schedule of Black-Scholes Option Pricing Model [Line Items]

Risk-free interest rate

4.41%

4.73%

3.12%

Expected life

^[1]

5 years

9 months

7 months 6 days

Expected dividend rate

0.00%

Expected volatility

100.00%

Minimum [Member]

Derivative Liabilities (Details) - Schedule of Black-Scholes Option Pricing Model [Line Items]

Risk-free interest rate

3.84%

4.33%

Expected life

^[1]

3 years 3 months 25 days

2 years 9 months 25 days

Maximum [Member]

Derivative Liabilities (Details) - Schedule of Black-Scholes Option Pricing Model [Line Items]

Risk-free interest rate

4.01%

4.52%

Expected life

^[1]

4 years 10 months 24 days

4 years 4 months 24 days

[1]

Derivative Liabilities (Details) - Schedule of Derivative Liability Warrants Outstanding - Derivative Liability Warrants [Member]

6 Months Ended

Jun. 30, 2024

$ / shares

Schedule of Derivative Liability Warrants Outstanding [Line Items]

Outstanding | shares

306,828

Weighted average exercise price | $ / shares

$ 2.49

April 27, 2027 [Member]

Schedule of Derivative Liability Warrants Outstanding [Line Items]

Outstanding | shares

75,840

Expiry date

Apr. 27, 2027

^[1]

Weighted average exercise price | $ / shares

$ 2.01

April 27, 2027 [Member]

Schedule of Derivative Liability Warrants Outstanding [Line Items]

Outstanding | shares

63,037

Expiry date

Apr. 27, 2027

^[1]

Weighted average exercise price | $ / shares

$ 2.01

April 27, 2027 [Member]

Schedule of Derivative Liability Warrants Outstanding [Line Items]

Outstanding | shares

80,388

Expiry date

Apr. 27, 2027

^[1]

Weighted average exercise price | $ / shares

$ 2.01

April 27, 2027 [Member]

Schedule of Derivative Liability Warrants Outstanding [Line Items]

Outstanding | shares

12,563

Expiry date

Apr. 27, 2027

^[1]

Weighted average exercise price | $ / shares

$ 2.01

November 21, 2028 [Member]

Schedule of Derivative Liability Warrants Outstanding [Line Items]

Outstanding | shares

75,000

Expiry date

Nov. 21, 2028

^[1]

Weighted average exercise price | $ / shares

$ 4

[1]

Equity (Details) - USD ($)										1 Months Ended	2 Months Ended	3 Months Ended	6 Months Ended	12 Months Ended
Equity (Details) - USD ($)	May 03, 2024	Apr. 30, 2024	Mar. 06, 2024	Jun. 30, 2023	May 15, 2023	Apr. 14, 2023	Mar. 02, 2023	Feb. 01, 2023	Jan. 06, 2023	Jan. 31, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2024	Dec. 31, 2023	Dec. 31, 2022	Mar. 31, 2024	Mar. 31, 2023	Jul. 15, 2022
Equity [Line Items]
Common stock, shares authorized												300,000,000	300,000,000	300,000,000
Par value (in Dollars per share)												$ 0.0001	$ 0.0001	$ 0.0001
Common stock, shares outstanding												18,892,115	18,892,115	17,329,615
Common stock, shares issued												18,892,115	18,892,115	17,329,615
Recognized in equity (in Dollars)												$ 772,403	$ 772,403
Recognized share issued value (in Dollars)	$ 1,117,832
Common stock additional paid in capital (in Dollars)	$ 1,117,771	$ 492,850				$ 293,579
Fully vested shares	612,500												2,450,000
Stock options, shares									62,500
Exercise price per share (in Dollars per share)			$ 1	$ 5				$ 5	$ 0.6		$ 5
Common stock, value (in Dollars)									$ 37,500			$ 1,889	$ 1,889	$ 1,733
Stock options value (in Dollars)			$ 52,845					$ 10,767		$ 16,178	$ 584,787
Number of common stock purchase warrants							250,000
Number of stock issued													950,000
Exercisable price (in Dollars per share)																		$ 2.01
Warrants outstanding term												2 years 3 months 25 days	2 years 3 months 25 days	2 years 9 months 21 days
Granted stock options			80,000					10,000		12,500	80,000		92,500	234,000
Contractual life			10 years							10 years
Exercise price (in Dollars per share)										$ 5
Percentage of option vesting for remaining period				75.00%							75.00%
Contractual life				10 years				10 years			10 years
Reissued options				80,000
Weighted average life of stock options outstanding													7 years 4 months 9 days	7 years 10 months 2 days
Share based compensation expense (in Dollars)													$ 10,484	$ 185,068
Equity interest [Member]
Equity [Line Items]
Equity interest							50.00%
Warrant [Member]
Equity [Line Items]
Recognized share issued value (in Dollars)							$ 750,000
Number of stock issued							250,000
Exercisable price (in Dollars per share)							$ 3
Stock Options [Member]
Equity [Line Items]
Number of shares allocated														1,734,188	1,734,188
Granted stock options											222,500
Share-Based Payment Arrangement, Tranche One [Member]
Equity [Line Items]
Fully vested shares	2,450,000
Black-Scholes Option Pricing Model [Member]
Equity [Line Items]
Acquisition of common shares	612,500
Vesting percentage										25.00%	25.00%
Percentage of option vesting for remaining period								75.00%		75.00%
Independent Directors [Member]
Equity [Line Items]
Vesting percentage			25.00%					25.00%
Percentage of option vesting for remaining period			75.00%
Common Stock [Member]
Equity [Line Items]
Common stock, shares authorized												300,000,000	300,000,000	300,000,000
Par value (in Dollars per share)												$ 0.0001	$ 0.0001	$ 0.0001
Common stock, shares outstanding				9,988,836							9,988,836	18,892,115	18,892,115	17,329,615	9,568,475	17,329,615	9,880,975
Common stock, shares issued					10,000	97,681	250,000		62,500
Acquisition of common shares		950,000										1,562,500	1,562,500
Recognized in equity (in Dollars)		$ 492,945										$ 156	$ 156
Recognized share issued value (in Dollars)	$ 62	$ 95			$ 1	$ 10	$ 25
Common stock additional paid in capital (in Dollars)					$ 29,999
Fully vested shares													983,464
Stock options value (in Dollars)									$ 6
Additional Paid-in Capital [Member]
Equity [Line Items]
Recognized in equity (in Dollars)												$ 772,247	$ 772,247
Recognized share issued value (in Dollars)							$ 749,975
Stock options value (in Dollars)									$ 37,494
Preferred Stock [Member]
Equity [Line Items]
Preferred stock shares authorized														75,000,000		75,000,000
Series A preferred stock, par value (in Dollars per share)												$ 0.0001	$ 0.0001	$ 0.0001
Preferred stock, shares outstanding
Preferred stock, shares issued
Office and Administration [Member]
Equity [Line Items]
Share based compensation expense (in Dollars)													$ 7,875	$ 2,609
Research and Development Expense [Member]
Equity [Line Items]
Share based compensation expense (in Dollars)													$ 178,735	$ 6,333
Common Stock [Member]
Equity [Line Items]
Number of stock issued							250,000

Equity (Details) - Schedule of Equity Warrants - Warrant [Member]	6 Months Ended
	Jun. 30, 2024 $ / shares shares
Schedule of Warrant Outstanding [Line Items]
Outstanding \| shares	349,998
Weighted average exercise price \| $ / shares	$ 3
August 28 2026 [Member]
Schedule of Warrant Outstanding [Line Items]
Outstanding \| shares	250,000
Expiry date	Aug. 28, 2026
Weighted average exercise price \| $ / shares	$ 3
March 12 2027 [Member]
Schedule of Warrant Outstanding [Line Items]
Outstanding \| shares	99,998
Expiry date	Mar. 12, 2027
Weighted average exercise price \| $ / shares	$ 3

Equity (Details) - Schedule of Black-Scholes Option Pricing Model	6 Months Ended	12 Months Ended
	Jun. 30, 2024	Dec. 31, 2023
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Expected life	10 years	10 years
Expected dividend rate	0.00%	0.00%
Expected volatility	100.00%	100.00%
Forfeiture rate	0.00%	0.00%
Minimum [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Risk-free interest rate	3.95%	3.39%
Maximum [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Risk-free interest rate	4.19%	3.86%

Equity (Details) - Schedule of Stock Options - $ / shares			1 Months Ended	2 Months Ended	6 Months Ended	12 Months Ended
	Mar. 06, 2024	Feb. 01, 2023	Jan. 31, 2024	Jun. 30, 2023	Jun. 30, 2024	Dec. 31, 2023
Share-Based Compensation Arrangement by Share-Based Payment Award, Options [Abstract]
Outstanding, Number of stock options beginning			1,523,084		1,523,084	1,366,167
Outstanding, Weighted average exercise price beginning			$ 1.71		$ 1.71	$ 1.08
Granted, Number of stock options	80,000	10,000	12,500	80,000	92,500	234,000
Granted, Weighted average exercise price					$ 1.54	$ 5
Forfeited, Number of stock options					(266,605)	(14,583)
Forfeited, Weighted average exercise price					$ 2.54	$ 0.6
Exercised, Number of stock options						(62,500)
Exercised, Weighted average exercise price						$ 0.6
Outstanding, Number of stock options ending					1,348,979	1,523,084
Outstanding, Weighted average exercise price ending					$ 1.53	$ 1.71

Equity (Details) - Schedule of Right To Purchase One Common Stock Option Held - Common Stock [Member]	6 Months Ended
	Jun. 30, 2024 $ / shares shares
Schedule of Right To Purchase One Common Stock Option Held [Line Items]
Outstanding	1,348,979
Vested	983,464
Weighted average exercise price ($) (in Dollars per share) \| $ / shares	$ 1
Stock Option One [Member]
Schedule of Right To Purchase One Common Stock Option Held [Line Items]
Outstanding	812,510
Vested	718,932
Expiry date	Feb. 08, 2031
Weighted average exercise price ($) (in Dollars per share) \| $ / shares	$ 0.6
Stock Option Two [Member]
Schedule of Right To Purchase One Common Stock Option Held [Line Items]
Outstanding	35,417
Vested	35,417
Expiry date	Feb. 27, 2031
Weighted average exercise price ($) (in Dollars per share) \| $ / shares	$ 0.6
Stock Option Three [Member]
Schedule of Right To Purchase One Common Stock Option Held [Line Items]
Outstanding	25,833
Vested	23,542
Expiry date	Apr. 25, 2032
Weighted average exercise price ($) (in Dollars per share) \| $ / shares	$ 0.6
Stock Option Four [Member]
Schedule of Right To Purchase One Common Stock Option Held [Line Items]
Outstanding	16,000
Vested	8,000
Expiry date	Jun. 01, 2032
Weighted average exercise price ($) (in Dollars per share) \| $ / shares	$ 1.34
Stock Option Five [Member]
Schedule of Right To Purchase One Common Stock Option Held [Line Items]
Outstanding	52,708
Vested	52,708
Expiry date	Jul. 01, 2032
Weighted average exercise price ($) (in Dollars per share) \| $ / shares	$ 1.34
Stock Option Six [Member]
Schedule of Right To Purchase One Common Stock Option Held [Line Items]
Outstanding	45,833
Vested	45,833
Expiry date	Aug. 08, 2032
Weighted average exercise price ($) (in Dollars per share) \| $ / shares	$ 1.34
Stock Option Seven [Member]
Schedule of Right To Purchase One Common Stock Option Held [Line Items]
Outstanding	16,000
Vested	7,000
Expiry date	Sep. 30, 2032
Weighted average exercise price ($) (in Dollars per share) \| $ / shares	$ 1.34
Stock Option Eight [Member]
Schedule of Right To Purchase One Common Stock Option Held [Line Items]
Outstanding	80,000
Vested	35,000
Expiry date	Sep. 30, 2032
Weighted average exercise price ($) (in Dollars per share) \| $ / shares	$ 5
Stock Option Nine [Member]
Schedule of Right To Purchase One Common Stock Option Held [Line Items]
Outstanding	10,000
Vested	4,167
Expiry date	Oct. 15, 2032
Weighted average exercise price ($) (in Dollars per share) \| $ / shares	$ 1.34
Stock Option Ten [Member]
Schedule of Right To Purchase One Common Stock Option Held [Line Items]
Outstanding	5,000
Vested	1,979
Expiry date	Nov. 01, 2032
Weighted average exercise price ($) (in Dollars per share) \| $ / shares	$ 5
Stock Option Eleven [Member]
Schedule of Right To Purchase One Common Stock Option Held [Line Items]
Outstanding	7,500
Vested	7,500
Expiry date	Dec. 12, 2032
Weighted average exercise price ($) (in Dollars per share) \| $ / shares	$ 5
Stock Option Twelve [Member]
Schedule of Right To Purchase One Common Stock Option Held [Line Items]
Outstanding	10,000
Vested	3,333
Expiry date	Feb. 01, 2033
Weighted average exercise price ($) (in Dollars per share) \| $ / shares	$ 5
Stock Option Thirteen [Member]
Schedule of Right To Purchase One Common Stock Option Held [Line Items]
Outstanding	50,000
Vested	13,542
Expiry date	Apr. 16, 2033
Weighted average exercise price ($) (in Dollars per share) \| $ / shares	$ 5
Stock Option Fourteen [Member]
Schedule of Right To Purchase One Common Stock Option Held [Line Items]
Outstanding	80,000
Vested	23,333
Expiry date	May 05, 2033
Weighted average exercise price ($) (in Dollars per share) \| $ / shares	$ 5
Stock Option Fifteen [Member]
Schedule of Right To Purchase One Common Stock Option Held [Line Items]
Outstanding	10,000
Vested	2,500
Expiry date	Jun. 27, 2033
Weighted average exercise price ($) (in Dollars per share) \| $ / shares	$ 5
Stock Option Sixteen [Member]
Schedule of Right To Purchase One Common Stock Option Held [Line Items]
Outstanding	678
Vested	678
Expiry date	Jul. 10, 2033
Weighted average exercise price ($) (in Dollars per share) \| $ / shares	$ 5
Stock Option Seventeen [Member]
Schedule of Right To Purchase One Common Stock Option Held [Line Items]
Outstanding	1,500
Vested
Expiry date	Jul. 01, 2033
Weighted average exercise price ($) (in Dollars per share) \| $ / shares	$ 5
Stock Option Eighteen [Member]
Schedule of Right To Purchase One Common Stock Option Held [Line Items]
Outstanding	5,000
Vested
Expiry date	Jan. 17, 2034
Weighted average exercise price ($) (in Dollars per share) \| $ / shares	$ 5
Stock Option Nineteen [Member]
Schedule of Right To Purchase One Common Stock Option Held [Line Items]
Outstanding	5,000
Vested
Expiry date	Feb. 12, 2034
Weighted average exercise price ($) (in Dollars per share) \| $ / shares	$ 5
Stock Option Twenty [Member]
Schedule of Right To Purchase One Common Stock Option Held [Line Items]
Outstanding	80,000
Vested
Expiry date	Mar. 05, 2034
Weighted average exercise price ($) (in Dollars per share) \| $ / shares	$ 1

Related Party Transactions (Details) - USD ($)		6 Months Ended		12 Months Ended
Related Party Transactions (Details) - USD ($)	Mar. 01, 2024	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023
Related Party Transactions [Line Items]
Percentage of authority control		10.00%
Vesting percentage	25.00%
Related parties were forfeited (in Shares)		239,782
Share based compensation expense		$ 10,484		$ 185,068
Unsecured amount		22,072		22,455
Line of credit		$ 50,000
Percentage of outstanding principal		20.00%
GB Capital Ltd. [Member]
Related Party Transactions [Line Items]
Consulting fees		$ 100,833	$ 42,500
Northstrive Companies Inc [Member]
Related Party Transactions [Line Items]
Consulting fees		60,000	60,000
Jordan Plews [Member]
Related Party Transactions [Line Items]
Consulting fees				4,272
Amount of salary paid		122,032	111,523
Employer taxes		13,698	11,522
Brenda Buechler [Member]
Related Party Transactions [Line Items]
Amount of salary paid		132,807	106,123
Employer taxes		14,297	11,123
Christoph Kraneiss [Member]
Related Party Transactions [Line Items]
Consulting fees				879
Amount of salary paid		122,818	98,608
Employer taxes		10,639	$ 8,608
Braeden Lichti [Member]
Related Party Transactions [Line Items]
Consulting fees		45,143		15,143
Share based compensation expense		22,072		22,455
Northstrive Companies Inc. [Member]
Related Party Transactions [Line Items]
Due to related party		$ 56,127		$ 34,378
Black-Scholes Option Pricing Model [Member]
Related Party Transactions [Line Items]
Percentage of option vesting	75.00%
Directors [Member]
Related Party Transactions [Line Items]
Stock options granted (in Shares)	80,000
Contractual life	10 years
Exercise price (in Dollars per share)	$ 1
Stock options value	$ 45,986

Related Party Transactions (Details) - Schedule of Remuneration of Directors and Key Management Personnel - Related Party [Member] - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Related Party Transaction [Line Items]
Consulting fees	$ 80,000	$ 40,288	$ 160,833	$ 91,538
Salaries	170,641	159,814	377,656	316,253
Share-based compensation	(54,859)	75,369	(32,583)	122,355
Total	$ 195,782	$ 275,471	$ 505,907	$ 530,146

Related Party Transactions (Details) - Schedule of Fair Value of the Options Granted to Each Individual and the Related Expense - USD ($)

6 Months Ended

Jun. 30, 2024

Jun. 30, 2023

Individual and related expense

$ (32,583)

$ 122,355

Fair value of stock options granted

1,049,898

Braeden Lichti, Former Chairman and President [Member]

Individual and related expense

^[1]

(5,355)

3,927

Fair value of stock options granted

^[1]

50,995

Graydon Bensler, CEO, CFO and Director [Member]

Individual and related expense

1,502

3,927

Fair value of stock options granted

50,995

Jordan Plews, Director [Member]

Individual and related expense

1,502

3,927

Fair value of stock options granted

50,995

Tim Sayed, Chief Medical Officer [Member]

Individual and related expense

1,502

3,927

Fair value of stock options granted

50,995

Jeffrey Parry, Director [Member]

Individual and related expense

13,349

5,210

Fair value of stock options granted

107,669

Crystal Muilenburg, Former Director [Member]

Individual and related expense

^[1]

(41,668)

11,199

Fair value of stock options granted

^[1]

210,245

Julie Daley, Director [Member]

Individual and related expense

53,643

13,428

Fair value of stock options granted

210,245

George Kovalyov, Director [Member]

Individual and related expense

10,308

Fair value of stock options granted

52,845

Brenda Buechler, Former Chief Marketing Officer [Member]

Individual and related expense

^[1]

(36,918)

41,426

Fair value of stock options granted

^[1]

143,671

Christoph Kraneiss, Former Chief Commercial Officer [Member]

Individual and related expense

^[1]

(30,449)

$ 35,384

Fair value of stock options granted

^[1]

$ 121,243

[1]	239,782 options of related parties were forfeited in the six months ended June 30, 2024

Commitments and Contingencies (Details) - USD ($)	Jun. 30, 2024	Dec. 31, 2023
Commitments and Contingencies [Abstract]
Commitments amount

Concentrations (Details) - USD ($)	6 Months Ended
Concentrations (Details) - USD ($)	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023
Concentrations [Line Items]
Customer revenue	$ 120,000	$ 73,548
Largest Customer [Member]
Concentrations [Line Items]
Receivables due from these customers	$ 49
Customer Concentration Risk [Member] \| Largest Customer [Member] \| Revenue Benchmark [Member]
Concentrations [Line Items]
Revenue percentage	10.00%	16.00%
Supplier Concentration Risk [Member] \| Revenue Benchmark [Member] \| Three Suppliers [Member]
Concentrations [Line Items]
Revenue percentage	66.00%	65.00%

Concentrations (Details) - Schedule of Suppliers Percentage of Cost - Supplier Concentration Risk [Member] - Revenue Benchmark [Member]	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Supplier 1 [Member]
Schedule of Suppliers Percentage of Cost [Line Items]
Total	28.00%	33.00%
Supplier 2 [Member]
Schedule of Suppliers Percentage of Cost [Line Items]
Total	26.00%	24.00%
Supplier 3 [Member]
Schedule of Suppliers Percentage of Cost [Line Items]
Total	12.00%	8.00%
Total Suppliers [Member]
Schedule of Suppliers Percentage of Cost [Line Items]
Total	66.00%	65.00%

Subsequent Events (Details) - USD ($)				6 Months Ended
Subsequent Events (Details) - USD ($)	Aug. 02, 2024	Aug. 01, 2024	Jul. 31, 2024	Jun. 30, 2024	Jul. 09, 2024
Subsequent Events [Line Items]
Shares issued number of common stock				950,000
Percentage of subsequent financing on terms				20.00%
Percentage of note amount repaid				14.00%
Securities Purchase Agreement Note [Member]
Subsequent Events [Line Items]
Repayment percentage				100.00%
Subsequent Event [Member]
Subsequent Events [Line Items]
Shares issued number of common stock	1,299,999
Consideration Payable					$ 350,000
Issuance of common shares		612,500
Subsequent Event [Member] \| Securities Purchase Agreement Note [Member]
Subsequent Events [Line Items]
Aggregate principal amount			$ 1,150,000
Original issue discount			$ 150,000

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