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
OR
☐ 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
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.
PART I - FINANCIAL INFORMATION
Item 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
Condensed Consolidated Financial Statements
of
![](https://www.sec.gov/Archives/edgar/data/1840563/000121390024068592/image_001.jpg)
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)
| 1. | 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.
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.
| 3. | 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)
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.
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.
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)
| |
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.
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)
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 3rd, 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)
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.
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 | |
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.
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)
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 | |
| 1 | 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 | |
| 1 | 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.
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.
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.
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).
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 ExosomesTM. Finished goods consists of a new generation of cosmetic
topical products containing our proprietary stem cell-derived Elevai ExosomesTM. 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.
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.
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
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):
| |
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 | % |
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.
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. |
** | 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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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:
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: