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

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended September 30, 2024

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

Commission file number: 000-56155

CRYOMASS TECHNOLOGIES INC.

(Exact name of registrant as specified in its charter)

Nevada		82-5051728
(State of incorporation)		(IRS Employer Identification No.)

1001 Bannock Street, Suite 612, Denver, CO		80204
(Address of principal executive offices)		(Zip Code)

303-416-7208

(Registrant’s telephone number, including area code)

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 that 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 and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post 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 November 5, 2024 the registrant had 237,159,877 shares of its common stock, par value $0.001 per share, outstanding.

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

Title of each class		Trading Symbol(s)		Name of each exchange on which registered

FORWARD LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are subject to known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by these forward-looking statements. In some cases, you can identify forward-looking statements by words such as “anticipate,” “believe,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “seek,” “should,” “target,” “will,” “would,” or the negative of these words or other comparable terminology.

The identification in this report of factors that may affect our future performance and the accuracy of forward-looking statements is meant to be illustrative and by no means exhaustive. All forward-looking statements should be evaluated with the understanding of their inherent uncertainty.

Factors that could cause our actual results to differ materially from those expressed or implied by forward-looking statements include, but are not limited to:

●

Trends affecting our financial condition, results of operations or future prospects, including the impact of COVID-19 or other pandemics;

●

Our business and growth strategies;

●

Our financing plans and forecasts;

●

The factors that we expect to contribute to our success and our ability to be successful in the future;

●

Our business model and strategy for realizing positive results as sales increase;

●

Competition, including our ability to respond to such competition and its expectations regarding continued competition in the market in which we compete;

●

Our ability to meet our projected operating expenditures and the costs associated with development of new projects;

●

The impact of new accounting pronouncements on our financial statements;

●

Whether our cash flows from operating activities will be sufficient to meet our operating expenditures;

●

Our market risk exposure and efforts to minimize risk;

●

Regulations, including tax law and practice, federal and state laws governing the cannabis and cannabinoid industries, and tariff legislation;

●

Our overall outlook including all statements under Management’s Discussion and Analysis of Financial Condition and Results of Operations;

●

That estimates and assumptions made in the preparation of financial statements in conformity with accounting principles generally accepted in the United States (“GAAP”) may differ from actual results; and

●

Our expectations as to future financial performance, cash and expense levels and liquidity sources.

Any forward-looking statements in this Quarterly Report on Form 10-Q reflect our current views with respect to future events or to our future financial performance. A more detailed description of risk factors that may affect our operating results can be found in Part II, Item 1A, “Risk Factors” in this Quarterly Report on Form 10-Q and Part I, Item 1A, “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 filed with the SEC on June 13, 2024, and our other filings with the SEC. Given these uncertainties, you should not place undue reliance on these forward-looking statements. Except as required by law, we assume no obligation to update or revise these forward-looking statements for any reason, even if new information becomes available in the future.

TABLE OF CONTENTS

		PAGE

PART I - FINANCIAL INFORMATION
Item 1.	Financial Statements
	Condensed Consolidated Balance Sheets as of September 30, 2024 (Unaudited) and December 31, 2023	1
	Condensed Consolidated Statements of Operations (Unaudited) for the Three and Nine Months Ended September 30, 2024 and 2023	2
	Condensed Consolidated Statements of Shareholders’ Equity (Deficit) (Unaudited) for the Three and Nine Months Ended September 30, 2024 and 2023	3
	Condensed Consolidated Statements of Cash Flows (Unaudited) for the Nine Months Ended September 30, 2024 and 2023	4
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	20
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	26
Item 4.	Controls and Procedures	26

PART II - OTHER INFORMATION
Item 1.	Legal Proceedings	29
Item 1A.	Risk Factors	29
Item 2.	Unregistered Sale of Equity Securities and Use of Proceeds	29
Item 3.	Defaults Upon Senior Securities	29
Item 4.	Mine Safety Disclosures	29
Item 5.	Other Information	29
Item 6.	Exhibits	30
Signatures		31

CRYOMASS TECHNOLOGIES INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

	September 30, 2024 (unaudited)			December 31, 2023
ASSETS
Current assets:
Cash and cash equivalents	$	183,439		$	49,224
Accounts receivable, net		6,189			8,552
Prepaid expenses		106,627			94,746
Total current assets		296,255			152,522

Property and equipment, net		787,764			723,072
Intangible assets, net		45,606			96,912
Total assets	$	1,129,625		$	972,506

LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIT)

Current liabilities:
Accounts payable and accrued expenses	$	3,546,243		$	2,236,462
Deferred revenue, current		886,688			20,000
Deferred revenue, current – related party		80,000			-
Notes payable, current, net of discount		-			237,500
Notes payable, current, net of discount – related party		2,730,145			-
Total current liabilities		7,243,076			2,493,962

Deferred revenue, long term		60,000			75,000
Notes payable, net of discount		594,795			597,381
Notes payable, net of discount – related party		-			2,470,405
Contingent royalty liability		2,672,082			1,185,000
Total liabilities		10,569,953			6,821,748

Commitments and contingencies (Note 12)

Shareholders’ equity (deficit):
Preferred stock, $0.001 par value, 100,000 shares authorized, no shares issued and outstanding, respectively		-			-
Common stock, $0.001 par value, 500,000,000 shares authorized, 237,159,877 and 210,032,401 shares issued and outstanding at September 30, 2024 and December 31, 2023, respectively		237,161			210,033
Additional paid-in capital		47,565,896			45,907,981
Accumulated deficit		(57,243,385	)		(51,967,256	)
Total shareholders’ equity (deficit)		(9,440,328	)		(5,849,242	)
Total liabilities and shareholders’ equity (deficit)	$	1,129,625		$	972,506

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

CRYOMASS TECHNOLOGIES INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2024			2023			2024			2023
Revenues	$	5,000		$	-		$	24,189		$	-
Cost of goods sold		-			-			-			-
Gross profit		5,000			-			24,189			-

Operating expenses:
Personnel costs		555,318			869,046			1,760,921			2,360,765
General and administrative		197,195			313,092			717,631			1,099,137
Legal and professional fees		88,168			160,987			469,307			564,226
Depreciation and amortization expense		30,178			30,179			90,536			299,044
Research and development		-			-			-			13,361
Loss on impairment of intangible assets		-			-			-			3,653,043
Loss on impairment of goodwill		-			-			-			1,190,000
Total operating expenses		870,859			1,373,304			3,038,395			9,179,576
Loss from operations		(865,859	)		(1,373,304	)		(3,014,206	)		(9,179,576	)

Other income (expenses):
Interest expense – net		(147,504	)		(109,302	)		(455,924	)		(245,566	)
Gain / (loss) on foreign exchange		(6,488	)		28,740			19,980			10,944
Loss on contingent royalty liability		(82,082	)		-			(1,487,082	)		-
Loss on extinguishment of debt		-			-			(338,897	)		-
Total other expenses		(236,074	)		(80,562	)		(2,261,923	)		(234,622	)
Net loss before taxes		(1,101,933	)		(1,453,866	)		(5,276,129	)		(9,414,198	)
Income taxes		-			-			-			-
Net loss		(1,101,933	)		(1,453,866	)		(5,276,129	)		(9,414,198	)

Net loss per common share:
Loss per common share – basic and diluted	$	(0.00	)	$	(0.01	)	$	(0.02	)	$	(0.05	)

Weighted average common shares outstanding—basic and diluted		236,962,413			207,422,054			222,192,774			205,740,483

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

CRYOMASS TECHNOLOGIES INC.

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (DEFICIT)

(UNAUDITED)

	Common Stock				Additional Paid-In			Common Stock to			Accumulated			Total Shareholders’ Equity
	Shares		Amount		Capital			Be Issued			Deficit			(Deficit)
Balance at December 31, 2022		202,651,205	$	202,652	$	43,163,579		$	219,765		$	(39,011,528	)	$	4,574,468
Common stock issued for prior period services		62,500		62		21,813			(21,875	)		-			-
Common stock issued for current period services		187,500		188		65,438			-			-			65,626
Common stock issued for vested RSUs for prior period services		1,100,000		1,100		196,790			(197,890	)		-			-
Common stock issued for vested RSUs for current period services		777,932		778		49,222			-			-			50,000
Stock-based compensation for vested RSUs for current period services		-		-		62,972			-			-			62,972
Net loss		-		-		-			-			(1,598,526	)		(1,598,526	)
Balance at March 31, 2023		204,779,137	$	204,780	$	43,559,814		$	-		$	(40,610,054	)	$	3,154,540
Common stock issued for current period services		187,500		187		19,925			-			-			20,112
Common stock issued for vested RSUs for current period services		802,000		802		79,118			-			-			79,920
Stock-based compensation for vested RSUs for current period services		-		-		173,631			-			-			173,631
Warrants issued in conjunction with notes payable		-		-		179,026			-			-			179,026
Net loss		-		-		-			-			(6,361,806	)		(6,361,806	)
Balance at June 30, 2023		205,768,637	$	205,769	$	44,011,514		$	-		$	(46,971,860	)	$	(2,754,577	)
Common stock issued for vested RSUs for current period services		14,875		15		1,369			-			-			1,384
Stock-based compensation for vested RSUs for current period services		-		-		141,905			-			-			141,905
Share issuance from sale of common stock and warrants		4,148,889		4,149		383,493			-			-			387,642
Share issuance from exercise of stock options		100,000		100		15,900			-			-			16,000
Stock options issued for current period services		-		-		177,989			-			-			177,989
Warrants issued in conjunction with notes payable		-		-		65,721			-			-			65,721
Net loss		-		-		-			-			(1,453,866	)		(1,453,866	)
Balance at September 30, 2023		210,032,401	$	210,033	$	44,797,891		$	-		$	(48,425,726	)	$	(3,417,802	)

Balance at December 31, 2023		210,032,401	$	210,033	$	45,907,981		$	-		$	(51,967,256	)	$	(5,849,242	)
Common stock issued for vested RSUs for prior period services		1,004,982		1,005		(1,005	)		-			-			-
Stock options issued for current period services		-		-		57,557			-			-			57,557
Stock-based compensation for vested RSUs for current period services		-		-		28,226			-			-			28,226
Net loss		-		-		-			-			(2,554,469	)		(2,554,469	)
Balance at March 31, 2024		211,037,383	$	211,038	$	45,992,759		$	-		$	(54,521,725	)	$	(8,317,928	)
Common stock and warrants issued for prior period services		1,250,000		1,250		48,750			-			-			50,000
Stock options issued for current period services		-		-		18,915			-			-			18,915
Stock-based compensation for vested RSUs for current period services		-		-		25,000			-			-			25,000
Share issuance from sale of common stock and warrants		13,225,000		13,225		694,926			-			-			708,151
Share issuance from debt cancellation		9,772,494		9,773		668,506			-			-			678,279
Net loss		-		-		-			-			(1,619,727	)		(1,619,727	)
Balance at June 30, 2024		235,284,877	$	235,286	$	47,448,856		$	-		$	(56,141,452	)	$	(8,457,310	)
Stock options issued for current period services		-		-		18,915			-			-			18,915
Stock-based compensation for vested RSUs for current period services		-		-		25,000			-			-			25,000
Share issuance from sale of common stock and warrants		1,875,000		1,875		73,125			-			-			75,000
Net loss		-		-		-			-			(1,101,933	)		(1,101,933	)
Balance at September 30, 2024		237,159,877	$	237,161	$	47,565,896		$	-		$	(57,243,385	)	$	(9,440,328	)

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

CRYOMASS TECHNOLOGIES INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

	For the Nine Months Ended September 30,
	2024			2023
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(5,276,129	)	$	(9,414,198	)
Adjustments to reconcile net loss to net cash used in operating activities from continuing operations:
Amortization of debt discount (premium)		92,960			34,964
Depreciation and amortization expense		90,536			299,044
Loss (gain) on foreign exchange related to notes payable		(1,282	)		(5,972	)
Loss on impairment of goodwill		-			1,190,000
Loss on impairment of intangible assets		-			3,653,043
Loss on extinguishment of debt		338,897			-
Loss on contingent royalty liability		1,487,082			-
Payment in-kind interest accrued		267,359			-
Common stock issued for vested RSUs for current period services		-			131,304
Stock-based compensation for vested RSUs for current period services		78,226			378,508
Stock options issued for current period services		95,387			177,989
Common stock and warrants issued for prior period services		50,000			-
Common stock issued for current period services		-			85,738
Change in operating assets and liabilities:
Accounts receivable, net		2,363			-
Prepaid expenses		(11,881	)		(62,194	)
Accounts payable and accrued expenses		1,309,780			219,805
Deferred revenue		931,688			100,000
Net cash used in operating activities		(545,014	)		(3,211,969	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment		(103,922	)		(25,000	)
Purchase of intangible assets		-			(49,236	)
Net cash used in investing activities		(103,922	)		(74,236	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from notes payable		-			875,991
Proceeds from issuance of common stock and warrants		783,151			387,642
Proceeds from exercise of stock options		-			16,000
Net cash used in financing activities		783,151			1,279,633
Net increase (decrease) in cash and cash equivalents		134,215			(2,006,572	)
Cash and cash equivalents at beginning of period		49,224			2,016,057
Cash and cash equivalents at end of period	$	183,439		$	9,485
Supplemental disclosure of non-cash investing activities:
Purchase of property and equipment on credit	$	3,252			221,577
Supplemental disclosure of non-cash financing activities:
Debt discount recognized from warrants issued in conjunction with notes payable		-			244,747
Stock issued for cancellation of debt		339,082			-

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

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1. Nature of the Business

Cryomass Technologies Inc. (the “Company”) develops and licenses cutting-edge equipment and processes to refine harvested cannabis, hemp, and other premium crops. The Company’s patented technology harnesses liquid nitrogen to reduce biomass and then efficiently isolate, collect and preserve delicate resin glands (trichomes) containing prized compounds like cannabinoids and terpenes. Building on this technology, Cryomass has engineered its premier Trichome Separation unit (CryoSift Separator™), optimized via patented cryogenic processes to rapidly capture intact, high-value cannabis and hemp trichomes (CryoSift™).

The Company’s principal office is located at 1001 Bannock St., Suite 612, Denver, CO 80204, and its telephone number is 303-416-7208. The Company’s website is www.cryomass.com. Information appearing on the website is not incorporated by reference into this report.

Cryomass Technologies Inc. is the parent company to wholly-owned subsidiaries Cryomass LLC, Cryomass California LLC, and 1304740 B.C. Unlimited Liability Company dba Cryomass Canada.

On June 22, 2021, the Company entered into an Asset Purchase Agreement with Cryocann USA Corp, a California corporation (“Cryocann”), pursuant to which Company acquired substantially all the assets of Cryocann. The acquired assets included the patented cryogenic process titled “System and method for cryogenic separation of plant material” (US patent #10,864,525) for the reduction of biomass and efficient isolation, collection and preservation of delicate resin glands (trichomes) of harvested of hemp and cannabis, and potentially other high value trichome-rich plants.

In September 2021, we were granted an additional patent for our process from the Chinese Intellectual Property Office. In April 2022, we were granted another patent #3,064,896 from the Canadian Intellectual Property Office. We currently are taking steps to gain further protection for our intellectual property through the European Union Intellectual Property Office and other international jurisdictions.

The first production commercial unit, known as a CryoSift Separator™, is expected to be delivered in the fourth quarter of 2024. The existing beta unit of the respective CryoSift Separator™ is expected to be installed at a business partner’s location in California for demonstration purposes also in the fourth quarter of 2024.

2. Going Concern Uncertainty, Financial Conditions and Management’s Plans

The Company believes that there is substantial doubt about its ability to continue as a going concern. The Company believes that its available cash balance as of the date of this filing will not be sufficient to fund its anticipated level of operations for at least the next twelve months. The Company believes that, at the present time, its ability to continue operations depends on cash expected to be available from planned equipment sales and processing fees in connection with future revenue generation, or possibly from debt or equity investments, to fund its anticipated level of operations for at least the next twelve months. As of September 30, 2024, the Company had a working deficit of $6,946,821 and cash balance of $183,439. The Company estimates that it needs approximately $3,600,000 to cover overhead costs and has contingent capital expenditure requirements of up to $2,700,000, depending on the level of equipment sales, over the next twelve months. The Company believes that it will continue to incur losses for the immediate future. The Company expects to finance future cash needs from the results of operations and additional financing until the Company can achieve profitability and positive cash flows from operating activities. However, there can be no assurance that the Company will receive sufficient operating cash flow from operations or that we will be able to attract the additional financing, if necessary.

The continuation of our Company as a going concern is dependent upon the continued financial support from our shareholders, the ability of our Company to obtain necessary equity, debt or other financing to continue operations, and ultimately the attainment of profitable operations. For the nine months ended September 30, 2024, our Company used $545,014 of cash for operating activities, incurred a net loss of $5,276,129 and has an accumulated deficit of $57,243,385 since inception.

Our financial statements for the three and nine months ended September 30, 2024 have been prepared on a going concern basis and do not include any adjustments that might result from the outcome of this uncertainty.

3. Summary of Significant Accounting Policies

In the opinion of the Company, the accompanying unaudited condensed financial statements contain all adjustments, consisting of only normal recurring adjustments, necessary for a fair statement of its financial position as of September 30, 2024, and its results of operations for the three months and nine months ended September 30, 2024, and 2023, and cash flows for the nine months ended September 30, 2024, and 2023. The condensed balance sheet at December 31, 2023, was derived from audited annual financial statements but does not contain all of the footnote disclosures from the annual financial statements.

Principles of Consolidation

The accompanying condensed consolidated financial statements have been prepared in accordance with Generally Accepted Accounting Principles. The condensed consolidated financial statements include the accounts of the Cryomass Technologies Inc., Cryomass LLC, Cryomass California LLC, and 1304740 B.C. Unlimited Liability Company dba Cryomass Canada. All significant intercompany balances and transactions have been eliminated in consolidation. The Company operates as one segment from its corporate headquarters in Colorado.

Use of Estimates

The preparation of the Company’s consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of expenses during the reporting period. Significant estimates and assumptions reflected in these consolidated financial statements include, but are not limited to, determining the fair value of the assets acquired and liabilities assumed in acquisition, determining the useful lives and potential impairment of long-lived assets and potential impairment of goodwill. The Company bases its estimates on historical experience, known trends and other market-specific or other relevant factors that it believes to be reasonable under the circumstances. On an ongoing basis, management evaluates its estimates when there are changes in circumstances, facts and experience. Changes in estimates are recorded in the period in which they become known. Actual results could differ from those estimates.

Cash and Cash Equivalents

The Company considers all highly liquid instruments with maturities of three months or less at the time of issuance to be cash equivalents.

Concentrations of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash. Periodically, the Company maintains deposits in accredited financial institutions in excess of federally insured limits. The Company deposits its cash in financial institutions that it believes have high credit quality and has not experienced any losses on such accounts. Aside from this, the Company does not believe it is exposed to any unusual credit risk.

Revenue Recognition

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) (“ASU 2014-09”), which amends the existing accounting standards for revenue recognition. ASU 2014-09 is based on principles that govern the recognition of revenue at an amount an entity expects to be entitled when products are transferred to customers. Subsequently, the FASB issued several other updates related to revenue recognition (collectively with ASU 2014-09, the “new revenue standards” or “ASC 606”). In June 2020, the FASB issued ASU No. 2020-05, Revenue from Contracts with Customers (Topic 606) and Leases (Topic 842): Effective Dates for Certain Entities, further delaying the effective date for Topic 606 to fiscal years beginning after December 15, 2019 and interim periods within fiscal years beginning after December 15, 2020.

Pursuant to ASC 606, entities recognize revenue in a manner that depicts the transfer of goods or services to customers at an amount that reflects the consideration to which the entity expects to be entitled to receive in exchange for those goods or services. The model provides that entities follow five steps: (i) identify the contract with a customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, (iv) allocate the transaction price to each performance obligation, and (v) recognize revenue when or as each performance obligation is satisfied (i.e., either point in time or over time).

The promised goods or services in the Company’s arrangements typically consist of (1) a license, including rights to the Company’s intellectual property; or / and (2) an obligation to make available for use equipment uniquely suited to apply the intellectual property to customers.

Performance obligations are promised goods or services in a contract to transfer a distinct good or service to the customer and are considered distinct when (i) the customer can benefit from the good or service on its own or together with other readily available resources and (ii) the promised good or service is separately identifiable from other promises in the contract. In assessing whether promised goods or services are distinct, the Company considers factors such as the stage of development of the underlying intellectual property, the capabilities of the customer to develop the intellectual property on its own or whether the required expertise is readily available, and whether the goods or services are integral or dependent to other goods or services in the contract. For performance obligations which consist of products, shipping and distribution activities occur prior to the transfer of control of the Company’s products and are considered activities to fulfill the Company’s promise to deliver goods to the customers.

The Company estimates the transaction price based on the amount expected to be entitled to for transferring the promised goods or services in the contract. The consideration may include fixed consideration and variable consideration. At the inception of each arrangement that includes variable consideration, the Company evaluates the amount of potential payment and the likelihood that the underlying constraint will be released. The Company utilizes either the most likely amount method or expected value method to estimate the amount expected to be received based on which method best predicts the amount expected to be received. Variable consideration may be constrained and is included in the transaction price only to the extent that it is probable that a significant reversal in the amount of the cumulative revenue recognized will not occur in a future period.

Customer prepayments are recorded as contract liabilities (deferred revenue), which shall be subsequently recognized as revenue upon satisfaction of the underlying performance obligations over the life of the contract. The portion of the liabilities that is expected to be recognized as revenue during the succeeding twelve-month period are recorded in Deferred Revenue and the remaining portion is recorded in Deferred Revenue, long term on the accompanying balance sheets at the end of each reporting period.

Expenses

Operating Expenses

Operating expenses encompass personnel costs, research and development expenses, general and administrative expenses, professional and legal fees and depreciation and amortization related to the property and equipment and intangibles acquired through the implementation of internal-use software. Personnel costs consist primarily of consulting expense and administrative salaries and wages. General and administrative expenses are comprised of travel expenses, accounting expenses, stock-based compensation, and board fees. Professional services are principally comprised of outside legal and professional fees.

Other Expense, net

Other income (expenses) consisted of interest expense, net gain (loss) on foreign exchange and loss on extinguishment of debt.

Stock-Based Compensation

The fair value of restricted stock units (“RSUs”) granted are measured on the grant date using the closing price of the Company’s common shares on the grant date. For stock options, the Company engages a valuation firm to calculate the grant date fair value of the options issued. The Company accounts for forfeitures as they occur, rather than estimating expected forfeitures over the course of a vesting period. All stock-based compensation costs are recorded in general and administrative expenses in the consolidated statements of operations.

Property and Equipment, net

Purchase of property and equipment are recorded at cost. Improvements and replacements of property and equipment are capitalized. Maintenance and repairs that do not improve or extend the lives of property and equipment are charged to expense as incurred. When assets are sold or retired, their cost and related accumulated depreciation are removed from the accounts and any gain or loss is reported in the condensed consolidated statements of operations. Depreciation and amortization expense is recognized using the straight-line method over the estimated useful life of each asset, as follows:

		Estimated Useful Life
Machinery and equipment		15 years

Goodwill and Intangible Assets

Goodwill represents the excess of the purchase price of an acquired entity over the fair value of identifiable tangible and intangible assets acquired and liabilities assumed in a business combination.

Indefinite-lived intangible assets established in connection with business combinations consist of in-process research and development and internal-use software. Intangible assets with indefinite lives are recorded at their estimated fair value at the date of acquisition. Once in-process research and development is placed in service, it will be amortized over the estimated useful life. Internal-use software costs recognized as an intangible asset relates to capitalizable costs of computer software obtained for internal-use as defined by the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 350-40-30-1. All other internal-use software costs are expensed as incurred by the Company. Amortization is recorded straight-line over the estimated useful life of the software. The software has a useful life of 26 months with amortization beginning on April 1, 2023.

Intangible assets with finite lives are recorded at their estimated fair value at the date of acquisition and are amortized over their estimated useful lives using the straight-line method. Amortization of assets ceases upon designation as held for sale. The estimated useful lives of intangible assets are detailed in the table below:

		Estimated Useful Life
Patent		120 Months
In-process research and development		104 Months
Internal-use software		26 Months

Impairment of Goodwill and Intangible Assets

Goodwill

Goodwill is not amortized, but instead is tested annually at December 31 for impairment and upon the occurrence of certain events or substantive changes in circumstances.

We account for the impairment of goodwill under the provisions of Financial Accounting Standards Board (FASB) Accounting Standard Update 2017-04 (“ASU 2017-04”), Intangibles – Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment and FASB Accounting Standards Codification (ASC) 350-20-35, Intangibles – Goodwill and Other – Goodwill.

The Company performs impairment testing for goodwill by performing the following steps: 1) evaluate the relevant events or circumstances to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount, 2) if yes to step 1, calculate the fair value of the reporting unit and compare it with its carrying amount, including goodwill, 3) recognize impairment, limited to the total amount of goodwill allocated to that reporting unit, equal to the excess of the carrying value of a reporting unit over its fair value.

Due to delays in implementing the Company’s business model of its cryogenic process, management fully impaired goodwill during 2023.

Indefinite-Lived Intangible Assets and Intangible Assets Subject to Amortization

Indefinite-lived intangible assets are not amortized, but instead are tested annually at December 31 for impairment and upon the occurrence of certain events or substantive changes in circumstances.

We account for the impairment of indefinite-lived intangible assets under the provisions of Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 350-30-35, Intangibles – Goodwill and Other – General Intangibles Other Than Goodwill. Following this guidance, the Company compares the estimated fair value of the indefinite-lived intangible assets to its carrying value. If the carrying value exceeds the fair value, the Company recognizes impairment equal to that excess.

We account for the impairment of intangible assets subject to amortization under the provisions of Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 360-10-35, Property, Plant, and Equipment. Following this guidance, the Company compares the estimated fair value of the intangible assets subject to amortization to its carrying value. If the carrying value exceeds the fair value, the Company recognizes impairment equal to that excess.

Due to delays in implementing the Company’s business model of its cryogenic process, management fully impaired all related identifiable intangible assets including a patent and in-process research & development in 2023. Internal-use software was not impaired as of September 30, 2024.

Leases

We account for our leases under ASC 842. Under this guidance, arrangements meeting the definition of a lease are classified as operating or financing leases, and are recorded on the condensed consolidated balance sheets as both a right of use asset and lease liability, calculated by discounting fixed lease payments over the lease term at the rate implicit in the lease or our incremental borrowing rate. Lease liabilities are increased by interest and reduced by payments each period, and the right of use asset is amortized over the lease term. For finance leases, interest on the lease liability and the amortization of the right of use asset results in front-loaded expense over the lease term. Variable lease expenses are recorded when incurred.

In calculating the right-of-use asset and lease liability, we have elected to combine lease and non-lease components. We exclude short-term leases having an initial term of 12 months or less from the new guidance as an accounting policy election, and recognize rent expense on a straight-line basis over the lease term.

Income Taxes

The Company uses the liability method of accounting for income taxes as set forth in ASC 740, Income Taxes. Under the liability method, deferred taxes are determined based on the temporary differences between the financial statement and tax basis of assets and liabilities using tax rates expected to be in effect during the years in which the basis differences reverse. A valuation allowance is recorded when it is likely that the deferred tax assets will not be realized. We assess our income tax positions and record tax benefits for all years subject to examination based upon our evaluation of the facts, circumstances and information available at the reporting date. In accordance with ASC 740-10, for those tax positions where there is a greater than 50% likelihood that a tax benefit will be sustained, our policy will be to record the largest amount of tax benefit that is more likely than not to be realized upon ultimate settlement with a taxing authority that has full knowledge of all relevant information. For those income tax positions where there is less than 50% likelihood that a tax benefit will be sustained, no tax benefit will be recognized in the consolidated financial statements.

Fair Value Measurements

Certain assets and liabilities of the Company are carried at fair value under GAAP. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. Financial assets and liabilities carried at fair value are to be classified and disclosed in one of the following three levels of the fair value hierarchy, of which the first two are considered observable and the last is considered unobservable:

	●	Level 1 — Quoted prices in active markets for identical assets or liabilities.

	●	Level 2 — Observable inputs (other than Level 1 quoted prices), such as quoted prices in active markets for similar assets or liabilities, quoted prices in markets that are not active for identical or similar assets or liabilities, or other inputs that are observable or can be corroborated by observable market data.

	●	Level 3 — Unobservable inputs that are supported by little or no market activity that are significant to determining the fair value of the assets or liabilities, including pricing models, discounted cash flow methodologies and similar techniques.

The carrying values reported in the consolidated balance sheets for cash, accounts receivable, prepaid expenses, accounts payable, and notes payable approximate fair values because of the immediate or short-term maturities of these financial instruments.

Between April and November 2023, the Company issued warrants in conjunction with promissory notes (the “Promissory Notes”) and common stock subscription agreements (the “Common Stock Subscription Agreements”) to investors as part of a capital raising effort The Company has determined that the Warrants are classified as equity and are initially measured at fair value. The fair value of the Warrants was determined utilizing a Binomial model considering all relevant assumptions at the dates of issuance. As the fair value of the Promissory Notes at the issuance date is less than the cash proceeds received, a debt discount on the Promissory Notes was also recorded. The debt discount will be amortized over the lives of the Promissory Notes using the effective interest method.

On September 15, 2022, the Company entered into a $2,000,000 Loan Agreement and Unsecured Promissory Note with CRYM Co-Invest (“CRYM Co-Invest”), which accrued interest at 12% per annum, payable quarterly. On December 31, 2023, the parties amended and restated the agreement which includes an additional loan amount of $135,000, disbursed on December 22, 2023. The total principal is $2,289,590, which includes payment-in-kind interest and accrues regular interest at an amended rate of 15% annually. The Company is obligated to repay the principal and all remaining accrued interest in full by April 1, 2025. A discounted cash flow analysis was used to determine the fair value of the debt. As an inducement, the Company also issued four tranches of common stock purchase warrants to CRYM Co-Invest that are exercisable up until February 8, 2029 and include a cashless exercise option. The total number of warrant shares issued was 20,000,000 (each tranche for 5,000,000 shares, exercisable at $0.25, $0.50, $0.75 and $1.00, per share, respectively). The fair value of the Warrants was determined utilizing a Binomial model considering all relevant assumptions at the dates of issuance. The Company also included a sale and purchase commitment option feature where CRYM Co-Invest has agreed to direct its affiliates to purchase up to five (5) units of the Company’s equipment for $1,200,000 each. Along with the sale and purchase commitment option, if the Company identifies a suitable lessee to rent the equipment from the affiliate and enter into an equipment rental agreement, then CRYM Co-Invest and the Company will each receive 50% of a monthly processing fee for the term of the equipment rental. Lastly, the amended agreement also includes a net revenue sharing commitment feature that begins after the first equipment purchase by the lender’s affiliate, whereby the Company will remit 10% of the Company’s quarterly net revenue that is generated through non-affiliated rental and non-affiliated sales income. With respect to the measurement of the contingent liability for future net revenue royalty payments, management has measured this based on the best estimate of the expected future liability as of September 30, 2024.

Net Loss per Share

The Company follows ASC 260, Earnings Per Share, which requires presentation of basic and diluted earnings per share (“EPS”) on the face of the income statement for all entities with complex capital structures. Net earnings or loss per share is computed by dividing net income or loss by the weighted-average number of common shares outstanding during the period, excluding shares subject to redemption or forfeiture. The Company presents basic and diluted net earnings or loss per share. Diluted net earnings or loss per share reflect the actual weighted average of common shares issued and outstanding during the period, adjusted for potentially dilutive securities outstanding. Potentially dilutive securities are excluded from the computation of the diluted net loss per share if their inclusion would be anti-dilutive. As of September 30, 2024, the Company has 19,598,295 unexercised options and 82,285,183 unexercised warrants outstanding. Diluted net loss per share is the same as basic net loss per share for each period.

4. Revenue

On September 23, 2023, the Company recognized a deferred revenue balance of $100,000 on receipt of the upfront fee associated with the delivery of one complete unit of processing equipment and patent license to RubberRock Inc (“RubberRock”), as defined in the territory license fee section of our licensing agreement. This amount is recognized over the five-year life of the contract and as such, the Company recognized $5,000 and $15,000 of revenue for the three and nine months ended September 30, 2024, respectively. On July 22, 2024, the Company gave notice to terminate its agreement with RubberRock, due to non-compliance with material terms of the Patent License and Equipment Rental Agreement. On October 16, 2024, the Company obtained an order granting the Company’s application for Writ of Possession against RubberRock from the Superior Court of California, County of Alameda, to repossess the CryoSift Separator™ and remove it from the RubberRock premises.

The Company additionally recognized $0 and $9,190 of royalty revenue from its contract with RubberRock Inc during the three and nine months ended September 30, 2024, respectively. $6,190 of royalty revenue was payable by RubberRock to the Company as of the date of termination of the Patent License and Equipment Rental Agreement, which remains uncollected.

5. Property and Equipment, Net

Property and equipment, net, of $787,764 and $723,072 as of September 30, 2024 and December 31, 2023, respectively, consisted entirely of machinery and equipment.

	September 30, 2024			December 31, 2023
Machinery and equipment		881,754			777,833
Less: Accumulated depreciation		(93,990	)		(54,761	)
	$	787,764		$	723,072

Depreciation expense for the three and nine months ended September 30, 2024 was $13,077 and $39,230, respectively. Depreciation expense for the three and nine months ended September 30, 2023 was $13,077 and $36,283, respectively.

6. Goodwill and Intangible Assets

The carrying value of goodwill was $0 as of September 30, 2024 and December 31, 2023. We fully impaired goodwill due to delays in implementing our business model, resulting in a $1,190,000 impairment charge in 2023. No additional goodwill has been recognized.

The following tables summarize information relating to the Company’s identifiable intangible assets as of September 30, 2024 and December 31, 2023:

	September 30, 2024
	Estimated	Gross		Accumulated					Carrying
	Useful Life	Amount		Amortization			Impairment		Value
Amortized
Internal-use software	26 months		148,219		(102,613	)		-		45,606
Total identifiable intangible assets		$	148,219	$	(102,613	)	$	-	$	45,606

	December 31, 2023
	Estimated	Gross		Accumulated						Carrying
	Useful Life	Amount		Amortization			Impairment			Value
Amortized
Patent	120 months	$	873,263	$	(174,653	)	$	(698,610	)	$	-
Internal-use software	26 months		148,219		(51,307	)		-			96,912
In-process research and development	104 months		3,209,000		(254,567	)		(2,954,433	)		-
Total identifiable intangible assets		$	4,230,482	$	(480,527	)	$	(3,653,043	)	$	96,912

Amortization expense was $17,102 and $51,307 for the three and nine months ended September 30, 2024, respectively. Amortization expense was $17,102 and $262,761 for the three and nine months ended September 30, 2023, respectively.

Years ending December 31,	Amount
2024 (remainder of year)		17,103
2025		28,503
		45,606

7. Deferred Revenue

On August 18, 2023, we signed a license agreement with California-based RubberRock Inc and its affiliates (“RubberRock” or the “Licensee”). Under the agreement, RubberRock obtained from us a license to use and rent one unit of our equipment under certain rights for the use of the licensed patent solely in connection with the equipment and solely in California. We retain title to and have access to the equipment at all times. The duration of the agreement was five years from August 18, 2023. We subsequently amended the agreement on January 9, 2024 and on February 28, 2024. On July 22, 2024, the Company gave notice to terminate its agreement with RubberRock, due to non-compliance with material terms of the Patent License and Equipment Rental Agreement.

Under the terms of the amended agreement, which are further detailed below, RubberRock agreed to license the patented process and deploy a Unit in exchange for a territory license fee (the “Territory License Fee”) of $100,000 payable in one or more payments as determined by the Company. The Equipment was delivered to the agreed-upon RubberRock location on September 13, 2023 and RubberRock paid $100,000 of the total Territory License Fee on September 25, 2023.

In addition to the Territory License Fee, RubberRock had the obligation to pay Cryomass monthly royalties. $6,190 of royalty revenue was payable by RubberRock to the Company as of the date of termination of the Patent License and Equipment rental Agreement, which remains uncollected.

Subsequent to the commencement of the RubberRock agreement, our Chief Executive Officer, Christian Noel, joined the board of directors of RubberRock at the end of September 2023, which created a related party disclosure requirement. Mr. Noel left the board of RubberRock in January 2024.

In the third quarter of 2023, we determined that the $100,000 of territory license fees we received did not yet meet the criteria for revenue recognition and therefore was recorded as deferred revenue. As this amount is recognized as revenue over the five-year life of the contract, we recognized $5,000 of revenue in the third quarter of 2024. As of September 30, 2024, we had total deferred revenue, current and long term of $20,000 and $65,000, respectively, related to this agreement. On July 22, 2024, the Company gave notice to terminate its agreement with RubberRock, due to non-compliance with material terms of the Patent License and Equipment Rental Agreement.

On February 29, 2024, Cryomass entered into an Equipment Purchase and Sale Agreement wherein CRYM Co-Invest Unit #1 LLP (“CRYM1”), a special purpose vehicle created for the purpose, agreed to purchase one CryoSift Separator Unit for CAD $1.620 million. In turn, CRYM1 entered into a lease agreement with a wholly-owned US subsidiary of VMAX Canna Solutions Inc. of North York, Canada to lease the CryoSift Separator for three years with one three-year option to renew.

For the nine months ended September 30, 2024, we determined that the CAD $30,000 of payments we received, or USD $21,688, did not yet meet the criteria for revenue recognition and therefore was recorded as deferred revenue. As of September 30, 2024, we had total deferred revenue, current, of $21,688, related to this agreement.

On May 9, 2024, Cryomass entered into an Equipment Purchase and Sale Agreement wherein CRYM Co-Invest Unit #2 LLP (“CRYM2”), a special purpose vehicle created for the purpose, agreed to purchase one CryoSift Separator Unit for $1.2 million. In turn, CRYM2 entered into a lease agreement with a wholly-owned US subsidiary of Leef Brands Inc of Vancouver, Canada to lease the CryoSift Separator for three years with one three-year option to renew.

For the nine months ended September 30, 2024, we determined that the $845,000 of payments we received did not yet meet the criteria for revenue recognition and therefore was recorded as deferred revenue. As of September 30, 2024, we had total deferred revenue, current, of $845,000, related to this agreement.

On June 25, 2024, we received $80,000 related to a territory license fee from a related party that did not yet meet the criteria for revenue recognition and therefore was recorded as deferred revenue. As of September 30, 2024, we had total deferred revenue, current, of $80,000, related to this transaction.

8. Notes Payable

Between April and November 2023, the Company issued Promissory Notes to investors as part of a capital raising effort. The Promissory Notes issued have a total principal amount of $1,240,755, or $1,255,206 net of foreign currency adjustments, and bear interest of 12%. Of the $1,240,755 received in Promissory Notes with warrants, $175,000 of the proceeds are from related parties (net of initial debt discount of $54,128), which is further detailed in Note 9. The Promissory Notes have maturities between 24 and 32 months after issuance, at which point repayment is due in full. In conjunction with the Promissory Notes, the Company also issued Warrants to purchase common shares of the Company (the “Common Shares”) to the same investors. The Company issued 3,381,300 warrants with an exercise price of $0.25 and 2,032,500 with an exercise price of $0.09. The Warrants are exercisable for four years from the issuance date. The Company has determined that the Warrants are classified as equity and are initially measured at fair value. The fair value of the Warrants was determined utilizing a Binomial model considering all relevant assumptions at the dates of issuance, including the Company stock price ($0.13 for April subscription agreements, one of which is for Simon Langelier, $0.09 for May subscription agreements, $0.12 for the June subscription agreement, $0.14 for the July subscription agreement, $0.09 for the October subscription agreement, $0.08 for the November subscription agreement), term (4 years), historical volatility (152-154%), and risk-free rate (3.8% for April subscription agreements, 3.6% and 3.7% for May subscription agreements for Mario Gobbo and a private investor, respectively, 4.0% for a June subscription agreement for Health Diplomats Pte Ltd, 4.2% for a July subscription agreement, 5.0% for an October subscription agreement, 4.6% for a November subscription agreement). The grant date fair value of the Warrants was $351,054. The fair value of the Promissory Notes was $889,701. As the fair value of the Promissory Notes at the issuance date is less than the cash proceeds received, a debt discount on the Promissory Notes of $351,054 was also recorded. As of September 30, 2024, the carrying value of the Promissory Notes was $748,628, net of discount, of which $594,795 relates to non-related parties, and the interest accrued was $117,592.

On April 23, 2024, the Company entered into an agreement with one of its debtors to convert the outstanding net book value of the principal and interest on the note payable of $267,176 into 7,647,494 shares of the Company’s common stock at $0.04 per share and 7,647,494 warrants to purchase shares of the Company’s common stock at an exercise price of $0.07 per share.

On June 12, 2024, the Company entered into an agreement with one of its debtors to convert the outstanding net book value of the principal and interest on the note payable of $71,906 into 2,125,000 shares of the Company’s common stock at $0.04 per share and 2,125,000 warrants to purchase shares of the Company’s common stock at an exercise price of $0.06 per share.

The table below discloses the aggregate amount of long-term borrowings maturing in each of the following years:

Years ending December 31,	Amount
2024		-
2025		739,541
2026		-
2027		-
2028		-
Total gross principal		739,541
(Less: debt discount, net of amortization)		(144,746	)
Carrying value as of September 30, 2024		594,795

9. Related Party Transactions

On September 15, 2022, the Company entered into a loan agreement of $2,000,000 with CRYM Co-Invest LP, of which Alexander Massa, a 23.1% beneficial owner of the Company, has investment control. On December 31, 2023, the parties amended and restated the agreement, which includes an additional loan amount of $135,000, disbursed on December 22, 2023. The total principal is $2,289,590, which includes payment-in-kind interest and accrues regular interest at an amended rate of 15% annually. The Company is obligated to repay the principal and all remaining accrued interest in full by April 1, 2025. A discounted cash flow analysis was used to determine the fair value of the debt. As an inducement, the Company also issued four tranches of common stock purchase warrants to CRYM Co-Invest that are exercisable up until February 8, 2029 and which include a cashless exercise option. The total number of warrant shares issued was 20,000,000 (each tranche for 5,000,000 shares, exercisable at $0.25, $0.50, $0.75 and $1.00, per share, respectively). The fair value of the Warrants was determined utilizing a Binomial model considering all relevant assumptions at the dates of issuance, including the Company stock price ($0.04), term (5 years), rounded annual volatility (150%), and risk-free rate (3.84%). The Company also included a sale and purchase commitment option feature where CRYM Co-Invest has agreed to direct its affiliates to purchase up to five (5) units of the Company’s equipment for $1,200,000 each. Along with the sale and purchase commitment option, if the Company identifies a suitable lessee to rent the equipment from the affiliate and enter into an equipment rental agreement, then CRYM Co-Invest and the Company will each receive 50% of a monthly processing fee for the term of the equipment rental. Lastly, the amended agreement also includes a net revenue sharing commitment feature that begins after the first equipment purchase by the lender’s affiliate, whereby the Company will remit 10% of the Company’s quarterly net revenue that is generated through non-affiliated rental and non-affiliated sales income. With respect to the measurement of the contingent liability for future net revenue royalty payments, management has measured this based on the best estimate of the expected future liability as of September 30, 2024.

During Q2 2023, the Company received $100,000, $50,000, and $25,000 from Simon Langelier, Health Diplomats Pte Ltd, and Mario Gobbo, respectively. Mr. Langelier and Mr. Gobbo are directors of the Company. Dr. Delon Human is also a director of the Company and is the President of Health Diplomats Pte Ltd. The notes mature on April 17, 2025, June 5, 2025 and May 2, 2025, respectively, and accrue interest at 12% per annum. In conjunction with the loans, the respective parties were issued warrants to purchase 454,500, 227,250, and 113,625 shares of common stock with an exercise price of $0.25 per share. The warrants expire on April 17, 2027, June 5, 2027 and May 2, 2027, respectively.

The table below discloses the aggregate amount of long-term borrowings from related parties maturing in each of the following years:

Years ending December 31,	Amount
2024		-
2025		2,731,949
2026		-
2027		-
2028		-
Total gross principal		2,731,949
Debt premium, net of amortization		19,364
(Less: debt discount, net of amortization)		(21,168	)
Carrying value as of September 30, 2024		2,730,145

10. Shareholders’ Equity

From January to March 2023, the Company issued 62,500 shares of common stock for a total dollar value of $21,875 for prior period services, 187,500 shares of common stock for a total dollar value of $65,626 for current period services, 777,932 shares of common stock for a total dollar value of $50,000 for vested RSUs for current period services, and 1,100,000 shares of common stock for a total dollar value of $197,890 for vested RSUs for prior period services.

From April to June 2023, the Company issued 187,500 shares of common stock for current period services, as follows: 62,500 shares were issued at $0.091 per share for a total dollar value of $5,687, 62,500 shares were issued at $0.0909 per share for a total dollar value of $5,681, and 62,500 shares were issued at $0.1399 per share for a total dollar value of $8,744, all related to compensation to a consultant. The Company issued 802,000 shares of common stock for vested RSUs for current period services, as follows: 550,000 shares were issued at $0.098 per share for a total dollar value of $53,900, 187,000 shares were issued at $0.0995 per share for a total dollar value of $18,607, 10,000 shares were issued at $0.1088 per share for a total dollar value of $1,088, and 55,000 shares were issued at $0.115 per share for a total dollar value of $6,325, all relating to employee compensation.

From July to September 2023, the Company issued 14,875 shares of common stock for vested RSUs for current period services for a total dollar value of $1,384 relating to employee compensation. The Company issued 4,148,889 shares from the sale of the Common Stock Subscription Agreements, as follows: 400,000 shares were issued for a total dollar value of $50,000 and 3,748,889 shares were issued for a total dollar value of $337,400. The Company issued 100,000 shares from exercised stock options for a total dollar value of $16,000.

From January to March 2024, the Company issued 1,004,982 shares of common stock for a total dollar value of $49,956 for vested RSUs for prior period services.

From April to June 2024, the Company issued 1,250,000 shares of common stock in conjunction with warrants for prior period services with a total dollar value of $50,000, 13,225,000 shares of common stock in conjunction with warrants related to capital raise efforts for a total dollar value of $708,151, and 9,772,494 shares of common stock in conjunction with warrants to cancel outstanding debt for a total dollar value of $678,279.

From July to September 2024, the Company issued 1,875,000 shares of common stock in conjunction with warrants related to capital raise efforts for a total dollar value of $75,000.

Restricted Stock Unit Awards

The Company adopted its 2019 Omnibus Stock Incentive Plan (the “2019 Plan”), which provides for the issuance of stock options, stock grants and RSUs to employees, directors and consultants. The primary purpose of the 2019 Plan was to enhance the ability to attract, motivate, and retain the services of qualified employees, officers and directors. Any RSUs granted under the 2019 Plan were at the discretion of the Compensation Committee of the Board of Directors. On January 10, 2022, the shareholders approved the 2022 Stock Incentive Plan which then replaced the 2019 Plan.

A summary of the Company’s RSU award activity for the three and nine months ended September 30, 2024 and 2023, respectively, is as follows:

	Restricted Stock Units			Weighted Average Grant Date Fair Value
Outstanding at December 31, 2023		2,185,210		$	0.20
Granted		-			-
Vested		(1,004,982	)		0.23
Forfeited		(68,500	)		0.13
Outstanding at March 31, 2024		1,111,728		$	0.18
Granted		-			-
Vested		-			-
Forfeited		-			-
Outstanding at June 30, 2024		1,111,728		$	0.18
Granted		-			-
Vested		-			-
Forfeited		-			-
Outstanding at September 30, 2024		1,111,728		$	0.18

	Restricted Stock Units			Weighted Average Grant Date Fair Value
Outstanding at December 31, 2022		1,453,857		$	0.30
Granted		2,760,660			0.17
Vested		(1,877,932	)		0.23
Forfeited		-			-
Outstanding at March 31, 2023		2,336,585		$	0.21
Granted		755,500			0.10
Vested		(802,000	)		0.12
Forfeited		-			-
Outstanding at June 30, 2023		2,290,085		$	0.21
Granted		-			-
Vested		(14,875	)		0.09
Forfeited		-			-
Outstanding at September 30, 2023		2,275,210		$	0.20

Stock-based compensation expense relating to RSU’s was $25,000 and $78,226 for the three and nine months ending September 30, 2024, respectively. Stock-based compensation expense relating to RSU’s was $143,289 and $509,812 for the three and nine months ending September 30, 2023, respectively. As of September 30, 2024 and 2023, there was $27,957 and $259,532, respectively, of unrecognized stock-based compensation cost related to non-vested RSU’s, which is expected to be recognized over the remaining vesting period ending January 10, 2025. Expenses for stock-based compensation are included on the accompanying condensed consolidated statements of operations in general and administrative expense.

Stock Option Awards

A summary of the Company’s stock option activity for the three and nine months ended September 30, 2024, and 2023, respectively, is as follows:

	Stock Option Shares		Weighted Average Exercise Price		Weighted Average Remaining Contractual Term		Aggregate Intrinsic Value
Outstanding and exercisable at December 31, 2023		11,513,214	$	0.17		7.3	$	1,962,017
Granted		8,085,081		0.05		5.4		-
Forfeited		-		-		-		-
Outstanding and exercisable at March 31, 2024		19,598,295	$	0.12		6.4	$	2,019,574
Granted		-		-		-		-
Forfeited		-		-		-		-
Outstanding and exercisable at June 30, 2024		19,598,295	$	0.12		6.1	$	2,038,489
Granted		-		-		-		-
Forfeited		-		-		-		-
Outstanding and exercisable at September 30, 2024		19,598,295	$	0.10		5.9	$	2,057,404

	Stock Option Shares			Weighted Average Exercise Price		Weighted Average Remaining Contractual Term		Aggregate Intrinsic Value
Outstanding and exercisable at December 31, 2022		8,500,000		$	0.18		8.5	$	1,579,108
Granted		-			-		-		-
Forfeited		-			-		-		-
Outstanding and exercisable at March 31, 2023		8,500,000		$	0.18		8.0	$	1,579,108
Granted		-			-		-		-
Forfeited		-			-		-		-
Outstanding and exercisable at June 30, 2023		8,500,000		$	0.18		7.7	$	1,579,108
Granted		3,113,214			0.15		-		382,909
Exercised		(100,000	)		0.16
Forfeited		-			-		-		-
Outstanding and exercisable at September 30, 2023		11,513,214		$	0.18		7.6	$	1,962,017

During the three and nine months ended September 30, 2024, the Company granted options to purchase 0 and 8,085,081 shares of common stock of the Company, respectively with an exercise price of $0.05 per share. These options had a total fair value of $634,560. Of these shares, 5,056,800 vest immediately and expire on January 1, 2029, 2,500,000 vest on January 1, 2026, and expire on January 1, 2031, and 528,281 vest on January 1, 2025, and expire on January 1, 2030.

Warrants

A summary of the Company’s warrant activity for the three and nine months ended September 30, 2024 and 2023, respectively, is as follows:

	Warrant Shares		Weighted Average Exercise Price		Weighted Average Remaining Contractual Term		Aggregate Fair Value
Outstanding and exercisable at December 31, 2023		51,662,689	$	0.45		2.9	$	2,817,424
Granted		-		-		-		-
Exercised		-		-		-		-
Expired		-		-		-		-
Outstanding and exercisable at March 31, 2024		51,662,689	$	0.45		2.7	$	2,817,424
Granted		28,747,494		0.06		-		770,218
Exercised		-		-		-		-
Expired		-		-		-		-
Outstanding and exercisable at June 30, 2024		80,410,183	$	0.31		3.2	$	3,587,642
Granted		1,875,000		0.06		-		36,918
Exercised		-		-		-		-
Expired		-		-		-		-
Outstanding and exercisable at September 30, 2024		82,285,183	$	0.31		3.0	$	3,624,560

	Warrant Shares			Weighted Average Exercise Price		Weighted Average Remaining Contractual Term		Aggregate Fair Value
Outstanding and exercisable at December 31, 2022		73,950,000		$	0.40		1.0	$	1,867,754
Granted		-			-		-		-
Exercised		-			-		-		-
Expired		(15,000,000	)		-		-		-
Outstanding and exercisable at March 31, 2023		58,950,000		$	0.40		0.9	$	1,867,754
Granted		2,540,550			0.25		-		179,026
Exercised		-			-		-		-
Expired		(9,500,000	)		0.40		-		-
Outstanding and exercisable at June 30, 2023		51,990,550		$	0.39		0.9	$	2,046,780
Granted		4,589,639			0.19		-		203,858
Exercised		-			-		-		-
Expired		(1,000,000	)		0.40		-		-
Outstanding and exercisable at September 30, 2023		55,580,189		$	0.37		0.9	$	2,250,638

11. Income Taxes

In accordance with ASC 740-270, the Company calculates the interim tax expense based on an annual effective tax rate (“AETR”). The AETR represents the Company’s estimated effective tax rate for the year based on full year projection of tax expense, divided by the projection of full year pretax book loss, adjusted for discrete transactions occurring during the period. The annual effective tax rate for the three months ended September 30, 2024, was 0.0%,

12. Commitments & Contingencies

Occasionally, the Company may be involved in claims and legal proceedings arising from the ordinary course of its business. The Company records a provision for a liability when it believes that it is both probable that a liability has been incurred, and the amount can be reasonably estimated. If these estimates and assumptions change or prove to be incorrect, it could have a material impact on the Company’s consolidated financial statements. Contingencies are inherently unpredictable, and the assessments of the value can involve a series of complex judgments about future events and can rely heavily on estimates and assumptions.

On December 31, 2023, the Company entered into a net revenue sharing agreement with CRYM Co-Invest in which the Company is obligated to pay royalties equal to 10% of its net revenues. Management determined its best estimate of future expected liability as of September 30, 2024, to be $2,672,082, which is classified as a contingent royalty liability in long-term liabilities on the Company’s balance sheet.

13. Subsequent Events

On October 16, 2024, the Company obtained an order granting the Company’s application for Writ of Possession against RubberRock from the Superior Court of California, County of Alameda, to repossess the CryoSift Separator™ and remove it from the RubberRock premises. The Company terminated its Patent License and Equipment Rental Agreement with RubberRock on July 22, 2024, due to RubberRock’s non-compliance with material terms of the agreement.

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

Forward-Looking Statements

This quarterly report contains forward-looking statements. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

In this quarterly report, unless otherwise specified, our financial statements are expressed in United States Dollars (US$) and are prepared in accordance with United States generally accepted accounting principles. All references to “common shares” refer to the common shares in our capital stock.

Unless expressly indicated or the context requires otherwise, the terms “Cryomass Technologies,” the “Company,” “we,” “us,” and “our” refer to Cryomass Technologies Inc., a Nevada corporation, and, where appropriate, its wholly owned subsidiaries.

General Overview

History

Cryomass Technologies Inc (“Cryomass Technologies” or the “Company”) began as Auto Tool Technologies Inc., which was incorporated under the laws of the State of Nevada on May 10, 2011. The Company’s name was changed to AFC Building Technologies Inc. effective January 10, 2014. Effective April 26, 2018, the Company changed its name to First Colombia Development Corp. On July 1, 2019, the Company acquired 100% of the membership interests in General Extract, LLC, a Colorado limited liability company. The name of this subsidiary was subsequently changed to Cryomass LLC. Effective October 14, 2019, the Company changed its name to Redwood Green Corp. Effective September 1, 2020, the Company changed its name to Andina Gold Corp. On July 15, 2021, the Company changed its name to Cryomass Technologies Inc and subsequently changed its trading symbol to CRYM.

On June 22, 2021, the Company acquired patented technology from CryoCann USA Corp (“Cryocann”) (including US patent #10,864,525) to harness liquid nitrogen to reduce biomass and then efficiently isolate, collect and preserve delicate resin glands (trichomes) containing prized compounds like cannabinoids and terpenes. Building on this technology, Cryomass has engineered its premier Trichome Separation unit (CryoSift Separator™), optimized via patented cryogenic processes to rapidly capture intact, high-value cannabis and hemp trichomes (CryoSift™). Much like sugar and flour refinements, the resulting CryoSift™ concentrate is a superior product compared to unprocessed biomass. For cultivators, reducing biomass into CryoSift™ slashes volume up to 80%, dramatically lowering storage, handling, and transportation costs. Properly stored, CryoSift™ prevents potency and terpene degradation, preserving value. For processors, the minimized input volume also enables considerable cost savings and logistics advantages. Extracting from CryoSift™ using solvents and manufacturing solventless products unlocks industrial scale yields unattainable otherwise. Cryomass anticipates its efficiencies will catalyze industry-wide shifts in cannabis and hemp post-harvest methods. Additionally, the technology shows promise for diverse trichome-rich plants.

Through an independent engineering and manufacturing firm we refined the design of the CryoSift Separator™ for the handling of harvested hemp, cannabis and other premium crops. Our first CryoSift Separator™ unit has been fully developed and was delivered to RubberRock Inc., a company in California as described in the following section of this report. The Patent License and Equipment Rental Agreement with RubberRock was terminated by the Company on July 22, 2024, due to RubberRock’s non-compliance with material terms.

Third party engineering and manufacturing firms have indicated that they have the capacity to manufacture sufficient units to meet our needs for the foreseeable future.

Canadian Patent no. 3 064 896 “Cryogenic Separation of Plant Material” was filed on May 25, 2018 by two assignors, who assigned it, among other, various other intellectual property rights, to a wholly owned subsidiary of the Company as part of the Cryocann June 22, 2021 transaction. The respective Canadian patent was granted on April 19, 2022. Provided that all patent maintenance fees are paid, the Canadian patent no. 3 064 896 will expire on May 25, 2038.

In September 2021, we were granted an additional patent for our process from the Chinese Intellectual Property Office. On February 8, 2024, we were notified by the European Patent Office of the intention to grant a European patent based on our application no. 18 730 941.4-1101. We currently are taking steps to gain further protection for our intellectual property through the European Union Intellectual Property Office, European Patent Office and in several other non-US jurisdictions.

Our Current Business

Our business portfolio includes the accounts of Cryomass LLC, Cryomass California LLC and 1304740 BC ULC dba Cryomass Canada, which are 100% owned by Cryomass Technologies Inc.

Cryomass Technologies Inc. develops and licenses cutting-edge equipment and processes to refine harvested cannabis, hemp, and other premium crops. The Company’s patented technology harnesses liquid nitrogen to reduce biomass and then efficiently isolate, collect and preserve delicate resin glands (trichomes) containing prized compounds like cannabinoids and terpenes. Building on this technology, Cryomass has engineered its premier Trichome Separation unit (CryoSift Separator™), optimized via patented cryogenic processes to rapidly capture intact, high-value cannabis and hemp trichomes (CryoSift™). Much like sugar and flour refinements, the resulting CryoSift™ concentrate is a superior product compared to unprocessed biomass. For cultivators, reducing biomass into CryoSift™ slashes volume up to 80%, dramatically lowering storage, handling, and transportation costs. Properly stored, CryoSift™ prevents potency and terpene degradation, preserving value. For processors, the minimized input volume also enables considerable cost savings and logistics advantages. Extracting from CryoSift™ using solvents and manufacturing solventless products unlocks industrial scale yields unattainable otherwise. Cryomass anticipates its efficiencies will catalyze industry-wide shifts in cannabis and hemp post-harvest methods. Additionally, the technology shows promise for diverse trichome-rich plants.

Because the trichomes collected with Cryomass technology represent only 10% to 20% of a plant’s volume, they are cheaper to ship and store than gross plant material. For the same reason and because trichomes are free of the waxes and other unwanted materials found in the rest of the plant, processing trichomes into oils and extracts can be far quicker, cheaper and easier than processing gross plant material. Even trichomes captured from dried or frozen plant parts deliver this cost-saving advantage to processors of oils and extracts. The three-dimensional advantage achievable with the CryoSift Separator™ – first-stage cost savings, product enhancement and downstream cost savings – can significantly increase a crop’s wholesale value.

Production and processing of hemp and cannabis is a huge, worldwide industry. In the U.S., for example, the wholesale value of the cannabis crop from just the 11 states permitting adult-use and medical cannabis exceeds $6 billion annually. Growth in the U.S. and in the worldwide market is likely fed in part by the growing acceptance of medicinal cannabis products and anticipated legislative changes in various jurisdictions worldwide.

Several other high-value plants, including species that are important for health and wellness products, wrap their valuable elements in trichomes. The technology we are developing for hemp and cannabis may have profitable application to those other species as well.

In January 2023, we signed a license and lease arrangement with RedTape Core Partners LLC (“RedTape”) to deploy multiple Cryomass trichome separation units at the prospective partner’s facility in California and other locations, which was amended August 16, 2023. No funds were ever paid by RedTape to Cryomass pursuant to the lease and license agreement, and the agreement was terminated on December 20, 2023.

On August 18, 2023, the Company entered into a Patent License and Equipment Rental Agreement with RubberRock, Inc. (“RubberRock”) for a term of five years, in which the Company licenses its proprietary CryoSift Separator™ process and technology and leases one CryoSift Separator™ Unit for use in the state of California. The agreement was subsequently amended on January 9, 2024 and again on February 28, 2024. Under the terms of the transaction, RubberRock paid license fees of $100,000 payable and a monthly royalty based on 10% of revenues. Subsequent to the commencement of the RubberRock agreement, our Chief Executive Officer, Christian Noel, joined the board of directors of RubberRock at the end of September 2023, which created a related party disclosure requirement. In January 2024, Christian Noel ceased to be on the board of directors of RubberRock. On July 22, 2024, the Company gave notice to terminate its agreement with RubberRock, due to non-compliance with material terms of the Patent License and Equipment Rental Agreement.

On October 16, 2024, the Company obtained an order granted the Company’s application forWrit of Possession against RubberRock from the Superior Court of California, County of Alameda, to repossess the CryoSift Separator™ and remove it from the RubberRock premises.

On February 29, 2024, Cryomass entered into an Equipment Purchase And Sale Agreement wherein CRYM Co-Invest Unit #1 LLP (“CRYM1”), a special purpose vehicle created for the purpose, agreed to purchase one CryoSift Separator Unit for C$1.62 million. In turn, CRYM1 entered into a lease agreement with Vmax Canna Solutions Inc of Ontario, Canada to lease the CryoSift Separator for three years with two one-year options. To date, C$30,000 of the purchase price has been received from CRYM1.

On May 9, 2024, Cryomass entered into an Equipment Purchase And Sale Agreement wherein CRYM Co-Invest Unit #2 LLP (“CRYM2”), a special purpose vehicle created for the purpose, agreed to purchase one CryoSift Separator Unit for $1.2 million. In turn, CRYM2 entered into a lease agreement with a wholly-owned US subsidiary of Leef Brands Inc of Vancouver, Canada to lease the CryoSift Separator for three years with one three-year options to renew. The purchase of this unit by CRYM1 has been paid in full.

We believe that our technologies will deliver a compelling combination of cost and time savings while enhancing product quality and quantity for largescale cultivators and processors of hemp and cannabis. To that end, Cryomass is working with an extensive pipeline of cultivators and processors in various markets, including several states in the USA, as well as Canada.

Results of Operations for the Three Months Ended September 30, 2024 and 2023

Our operating results for the three months ended September 30, 2024 and 2023 are summarized as follows:

	For the Three Months Ended September 30,						Change
	2024			2023			Dollars			Percentage
Revenues	$	5,000		$	-			5,000			100	%
Cost of goods sold		-			-			-			-
Gross profit		5,000			-			5,000			100	%
Total operating expenses		870,859			1,373,304			(502,445	)		-37	%
Loss from operations		(865,859	)		(1,373,304	)		507,445			37	%
Total other expenses		(236,074	)		(80,562	)		(155,512	)		-193	%
Net loss before taxes		(1,101,933	)		(1,453,866	)		351,933			24	%
Income taxes		-			-			-			0	%
Net loss	$	(1,101,933	)	$	(1,453,866	)	$	351,933			24	%

Revenues

There were $5,000 and $0 in revenues for the three months ended September 30, 2024 and 2023, respectively.

Operating Expenses

Operating expenses encompass personnel costs, general and administrative expenses, depreciation and amortization expenses, and legal and professional fees. Total operating expenses were $870,859 for the three months ended September 30, 2024 as compared to $1,373,304 for the three months ended September 30, 2023. The net decrease of $502,445 or 37%, is predominantly related to a decrease in general and administrative expense, personnel costs, and legal and professional fees in 2024. The decrease in personnel costs of $313,728 or 52% is predominantly related to executive pay decreases effective at the beginning of fiscal year 2024, the termination of an employee, and ceased efforts to work with a SOX compliance consultant. The decrease in general and administrative expense of $115,897 or 30% predominantly stems from the Company phasing out the use of RSU grants as stock compensation in 2023. The decrease in legal and professional fees of $72,819, or 77% is predominantly related to a decrease in recruiting expenses and investor relations expenses as the company has had reduced hiring and capital raise efforts in 2024.

Other Expense

Other expense for the three months ending September 30, 2024 consisted of $82,082 loss on contingent royalty liability, $147,504 interest expense – net and $6,488 loss on foreign exchange. Other expense for the three months ending September 30, 2023 consisted of $109,302 interest expense and $28,740 loss on foreign exchange. The increase in loss on contingent royalty liability is a result of an updated forecast of expected royalties due affecting the current fair value of the contingent royalty liability. The increase in interest expense was a result of the Company issuing promissory notes to investors throughout 2023. The gain on foreign exchange predominantly relates to a payable agreement with Cryomass LLC’s supplier as well as notes denominated in CAD.

Net Loss

For the foregoing reasons, we had a net loss of $1,101,933 for the three months ending September 30, 2024, or $0.00 net loss per common share – basic and diluted, compared to a net loss of $1,453,866 for the three months ending September 30, 2023, or $0.01 net loss per common share – basic and diluted.

Results of Operations for the Nine Months Ended September 30, 2024 and 2023

Our operating results for the nine months ended September 30, 2024 and 2023 are summarized as follows:

	For the Nine Months Ended September 30,						Change
	2024			2023			Dollars			Percentage
Revenues	$	24,189		$	-		$	24,189			100	%
Cost of goods sold		-			-			-			0	%
Gross profit		24,189			-			24,189			100	%
Total operating expenses		3,038,395			9,179,576			(6,141,181	)		-67	%
Loss from operations		(3,014,206	)		(9,179,576	)		6,165,370			67	%
Total other expenses		(2,261,923	)		(234,622	)		(2,027,301	)		-864	%
Net loss before taxes		(5,276,129	)		(9,414,198	)		4,138,069			44	%
Income taxes		-			-			-			0	%
Net loss	$	(5,276,129	)	$	(9,414,198	)	$	4,138,069			44	%

Revenues

There were $24,189 and $0 in revenues for the nine months ended September 30, 2024 and 2023, respectively.

Operating Expenses

Operating expenses encompass personnel costs, research and development, general and administrative expenses, depreciation and amortization expenses, loss on impairment of goodwill, and legal and professional fees. Total operating expenses were $3,038,395 for the nine months ended September 30, 2024 as compared to $9,179,576 for the nine months ended September 30, 2023. The net decrease of $6,141,181 or 67%, was primarily attributable to a decrease in intangible asset impairment charges, general and administrative, personnel costs, and depreciation and amortization expense. The Company fully impaired goodwill and identifiable intangible assets due to delays in implementing our business model, resulting in a $4,843,043 impairment charge for the nine months ended September 30, 2023. The decrease in personnel costs of $599,844 or 25% is predominantly related to executive pay decreases effective at the beginning of fiscal year 2024, the termination of an employee, and ceased efforts to work with a SOX compliance consultant. The decrease in general and administrative expense of $381,506 or 35% predominantly stems from the Company phasing out the use of RSU grants as stock compensation in 2023. The decrease in depreciation and amortization expense of $208,508 or 70% results from the Company writing off all of its acquisition-related intangible assets in the second quarter of 2023.

Other Expense

Other expense for the nine months ending September 30, 2024 consisted of $338,897 loss on extinguishment of debt, $455,924 interest expense – net, $19,980 gain on foreign exchange and a $1,487,082 loss on contingent royalty liability. Other expense for the nine months ending September 30, 2023 consisted of $245,566 interest expense and $10,944 gain on foreign exchange. The increase in loss on extinguishment of debt relates to the Company cancelling its debt with two debt holders in exchange for common shares and warrants. The increase in interest expense was a result of the Company entering into new promissory note agreements during the second quarter of 2023. The gain on foreign exchange predominantly relates to a payable agreement with Cryomass LLC’s supplier as well as notes denominated in CAD.

Net Loss

For the foregoing reasons, we had a net loss of $5,276,129 for the nine months ending September 30, 2024, or $0.02 net loss per common share – basic and diluted, compared to a net loss of $9,414,198 for the nine months ending September 30, 2023, or $0.0 net loss per common share – basic and diluted.

Liquidity, Capital Resources and Cash Flows

The Company believes that its available cash balance as of the date of this filing will not be sufficient to fund its anticipated level of operations for at least the next twelve months. The Company believes that, at the present time, its ability to continue operations depends on cash expected to be available from lease payments and royalty payments in connection with future revenue generation, as well as possible debt, equity or other investment sources, to fund its anticipated level of operations for at least the next twelve months. As of September 30, 2024, the Company had a working deficit of $6,946,821 and cash balance of $183,439. The Company estimates that it needs approximately $3,600,000 to cover overhead costs and capital expenditure requirements ranging up to $2,700,000 based on the current pipeline of customer activity. The Company believes that the Company will continue to incur losses for the immediate future. The Company expects to finance future cash needs from the results of operations and additional financing until the Company can achieve profitability and positive cash flows from operating activities. However, there can be no assurance that the Company will receive sufficient cash flow from operations or otherwise that we will be able to attract the necessary financing.

Going Concern

The Company believes that there is substantial doubt about the Company’s ability to continue as a going concern. Our financial statements for the three and nine months ended September 30, 2024 have been prepared on a going concern basis and do not include any adjustments that might result from the outcome of this uncertainty.

Capital Resources

The following table summarizes total current assets, liabilities and working (deficit) capital for the periods indicated:

	September 30, 2024			December 31, 2023
Current assets	$	296,255		$	152,522
Current liabilities		7,243,076			2,493,962
Working (deficit) capital	$	(6,946,821	)	$	(2,341,440	)

As of September 30, 2024 and December 31, 2023, we had a cash balance of $183,439 and $49,224, respectively.

Summary of Cash Flows

	For the Nine Months Ended September 30,
	2024			2023
Net cash used in operating activities	$	(545,014	)	$	(3,211,969	)
Net cash used in investing activities	$	(103,922	)	$	(74,236	)
Net cash provided by financing activities	$	783,151		$	1,279,633

Net cash used in operating activities

Net cash used in operating activities was $545,014 during the nine months ended September 30, 2024. This included a net loss of $5,276,129, partially offset by the following: a non-cash charge related to amortization of debt discount of $92,960, a non-cash charge related to depreciation and amortization expense of $90,536, a non-cash charge related to gain on foreign exchange of notes payable of $1,282, a non-cash charge related to a loss on extinguishment of debt of $338,897, a non-cash charge related to a loss on contingent royalty liability of $1,487,082, a non-cash charge of accrued principal in-kind interest of $267,359, a non-cash charge related to stock-based compensation for vested RSUs for current period services of $78,226, a non-cash charge related to stock options issued for current period services of $95,387, and a non-cash charge related to stock and warrants issued for prior period services of $50,000. This was in addition to net changes in prepaid expenses, accounts payable, accounts receivable, and accrued expenses and deferred revenue of $2,231,950.

Net cash used in operating activities was $3,211,969 during the nine months ended September 30, 2023. This included a net loss of $9,414,198, partially offset by the following: a non-cash charge related to amortization of debt discount of $34,964, a non-cash charge related to depreciation and amortization expense of $299,044, a non-cash charge from a gain on foreign exchange related to notes payable of $5,972, a non-cash charge related to loss on impairment of goodwill and intangible assets of $4,843,043, a non-cash charge related to common stock issued for vested RSUs for current period services of $131,304, a non-cash charge related to stock-based compensation for vested RSUs for current period services of $378,508, a non-cash charge related to stock options issued for current period services of $177,989, and a non-cash charge related to common stock issued for current period services of $85,738. This was in addition to net changes in prepaid expenses, accounts payable and accrued expenses and deferred revenue of $257,611.

Net cash used in investing activities

Net cash used in investing activities was $103,922 during the nine months ended September 30, 2024, due to the purchase of property and equipment.

Net cash used in investing activities was $74,236 during the nine months ended September 30, 2023, due to the purchase of property and equipment and intangible assets.

Net cash provided by financing activities

Net cash provided by financing activities for the nine months ended September 30, 2024 was $783,151, resulting from the Company issuing common stock and warrants to investors as part of capital raising efforts.

Net cash provided by financing activities for the nine months ended September 30, 2023 was $1,279,633, resulting from the Company issuing promissory notes, common stock, and warrants to investors as part of capital raising efforts.

Off-Balance Sheet Arrangements

None.

Critical Accounting Policies

The discussion and analysis of our financial condition and results of operations are based upon our condensed consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the U.S. The preparation of these condensed consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, equity, revenues and expenses, and related disclosure of contingent assets and liabilities. On an ongoing basis, we evaluate our estimates, including those related to intangibles, accounting for acquisitions, warrants, income taxes, useful life and recoverability of long-lived assets and deferred income tax asset valuations. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Not applicable for a smaller reporting company.

Item 4. Controls and Procedures

Management’s Evaluation of Disclosure Controls and Procedures

We have carried out an evaluation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and15d-15(e) under the Exchange Act) that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer (“CEO”) and our Chief Financial Officer (“CFO”), to allow timely decisions regarding required disclosures. Based upon that evaluation, our Company’s CEO and CFO concluded that our Company’s disclosure controls and procedures were not effective as of September 30, 2024.

Management has not formally documented its procedures and controls and as such does not have a sufficient basis to assess its internal controls over financial reporting. Management identified that it did not maintain adequately designed internal control over the preparation and oversight of:

●

month-end and period-end financial close processes.

●

non-routine or complex transactions.

●

the adoption of new accounting standards.

Management’s Report on Internal Control Over Financial Reporting

We carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of September 30, 2024, the end of the period covered by this report and according to the criteria established in Internal Control – Integrated Framework, issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013.

Based on that evaluation, management has concluded that the Company did not maintain effective internal control over financial reporting as of the quarter ended September 30, 2024, due to the existence of significant deficiency in the internal control over financial reporting described below.

A significant deficiency is a deficiency, or a combination of deficiencies, in internal controls over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. A material weakness is a deficiency or combination of deficiencies in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis.

Management identified the following material weakness during the year ended December 31, 2023:

●

Management did not timely detect impairment of goodwill and intangible assets as of June 30, 2023, in accordance with GAAP.

Management remediated the above material weakness through designing processes to timely detect impairment and operating those processes as designed in an effective manner. Further, there is no longer a material risk of detecting goodwill impairment, as the total balance was written off in 2023.

Management has determined that we did not maintain effective internal controls over financial reporting as of the quarter ended September 30, 2024, due to the existence of the following significant deficiencies identified by management:

●

Due to the Company’s size, there is insufficient segregation of duties to prevent or detect on a timely basis a misstatement of our annual or interim financial statements.

●

Information technology controls are ineffective or lacking, An IT strategic plan and general controls related to access, change management, segregation of duties, contingency planning, information security, business applications, and interfaces are not yet adequately implemented, updated and monitored.

●

A top-down risk assessment has not yet been performed and documented by management to identify, analyze, and assess risks related to operations, external financial and non-financial reporting, internal reporting, compliance, fraud or other changes that could significantly impact the internal control environment.

●

Internal controls and related activities that could mitigate financial statement risks within key business processes have either not been established or are not fully adequate, documented, and/or maintained. Also, various regulatory compliance issues currently exist at an entity-level related to the control environment component specific to non-performance and/or insufficient/incomplete performance, document maintenance, review and approval, and the enforcement of individual accountability.

●

Documented accounting and other standard rules, guidelines, policies and procedures for key functions within the organization (HR, Payroll, Finance, Sales, IT, etc) have either not been established, are not complete, and/or are not consistently being utilized and monitored against control activities for compliance and ICFR effectiveness.

●

A whistle-blower program has not yet been established for the anonymous reporting, appropriate tracking, investigating, monitoring, and resolving of alleged wrongdoing, personnel complaints and grievances, without retribution.

●

Recurring, formalized employee communication and training on internal controls and the company’s commitment to ICFR has not yet been established. Additionally, a permanent, independent internal audit solution has not yet been established to perform an ongoing evaluation of the company’s key controls and ICFR, continuous monitoring of corrective actions, and regular reporting of internal control deficiencies and overall effectiveness of the company’s internal control environment.

We intend to continue to evaluate and strengthen our internal control over financial reporting. These efforts require significant time and resources. If we are unable to establish adequate internal control over financial reporting, we may encounter difficulties in the audit or review of our financial statements by our independent registered public accounting firm, which in turn may have a material adverse effect on our ability to prepare financial statements in accordance with GAAP and to comply with our SEC reporting obligations.

Management engaged the services of an experienced expert in internal controls until September 30, 2023 who evaluated our current system and began implementation of a more effective system to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act have been recorded, processed, summarized and reported accurately. Our management intends to develop or improve procedures to address the current significant deficiencies to the extent possible during the next twelve months.

Management utilizes external experts to assist the Company with technical accounting expertise needs as deemed necessary and has engaged a consultant to perform a formal assessment and remediation of its internal control’s framework. However, no assurance can be made at this point that the implementation of such controls and procedures will be completed in a timely manner or that they will be adequate once implemented.

Attestation report of Registered Public Accounting Firm

This Quarterly Report on Form 10-Q does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting because we are not an “accelerated filer” or a “large accelerated filer”. Our management’s report was not subject to attestation by our independent registered public accounting firm pursuant to rules of the SEC that permit us to provide only management’s report in this Quarterly Report on Form 10-Q.

Management’s Evaluation of Disclosure Controls and Procedures

The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our chief executive officer (who is also the Company’s principal executive officer), and our chief financial officer (who is also the Company’s principal financial and accounting officer) to allow for timely decisions regarding required disclosure. Thus, in accordance with Rules 13a-15(b) under the Exchange Act, we carried out an evaluation, under the supervision and with the participation of our management, including our chief executive officer and chief financial officer, of the effectiveness of our disclosure controls and procedures as of September 30, 2024, which is the end of the period covered by this Form 10-Q. Based on the evaluation of these disclosure controls and procedures, and in light of the significant deficiencies found in our internal controls over financial reporting, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures were not effective. The ineffectiveness of our disclosure controls and procedures was due to significant deficiencies identified in our internal control over financial reporting.

Changes in Internal Control over Financial Reporting

We have not been able to remediate the significant deficiencies described in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, and 2022. Our remediation efforts will continue to be implemented throughout our 2024 fiscal year. We believe that the controls that we will be implementing will improve the effectiveness of our internal control over financial reporting. As we continue to evaluate and work to improve our internal control over financial reporting, we may determine to take additional measures to address the significant deficiencies or determine to supplement or modify certain of the remediation measures described above.

PART II – OTHER INFORMATION

Item 1. Legal Proceedings

None.

Item 1A. Risk Factors

In addition to the other information set forth in this Report, you should carefully consider the factors discussed in Item 1A, “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 and subsequent quarterly reports on Form 10-Q, which could materially affect our business, financial condition or future results.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

Item 6. Exhibits

Exhibit Number		Description
31.1*		Section 302 Certification under the Sarbanes-Oxley Act of 2002 of the Principal Executive Officer.
31.2*		Section 302 Certification under the Sarbanes-Oxley Act of 2002 of the Principal Financial Officer and Principal Accounting Officer.
32.1*		Section 906 Certification under the Sarbanes-Oxley Act of 2002 of the Principal Executive Officer.
32.2*		Section 906 Certification under the Sarbanes-Oxley Act of 2002 of the Principal Financial Officer and Principal Accounting Officer.
101.INS		Inline XBRL Instance Document
101.SCH		Inline XBRL Taxonomy Extension Schema Document
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

*	Filed herewith.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.

CRYOMASS TECHNOLOGIES INC.
(Registrant)

Dated: November 8, 2024

/s/ Christian Noel
Christian Noel
Chief Executive Officer and Director
(Principal Executive Officer)

Dated: November 8, 2024

/s/ Philip Mullin
Philip Mullin
Chief Financial Officer and Treasurer
(Principal Financial Officer and Principal Accounting Officer)

Exhibit 31.1

CERTIFICATION PURSUANT TO
18 U.S.C. ss 1350, AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Christian Noël, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of Cryomass Technologies Inc;

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

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

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

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

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

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

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

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

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

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

Date: November 8, 2024

/s/ Christian Noël
Christian Noël
Chief Executive Officer (Principal Executive Officer)

Exhibit 31.2

CERTIFICATION PURSUANT TO
18 U.S.C. ss 1350, AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Philip B. Mullin, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of Cryomass Technologies Inc;

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

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

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

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

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

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

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

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

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

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

Date: November 8, 2024

/s/ Philip B. Mullin
Philip B Mullin
Chief Financial Officer and Treasurer
(Principal Financial Officer and Principal Accounting Officer)

Exhibit 32.1

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Christian Noël, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)	the Quarterly Report on Form 10-Q of Cryomass Technologies Inc for the quarter ended September 30, 2024 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)	the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Cryomass Technologies Inc

Dated: November 8, 2024

	/s/ Christian Noël
	Christian Noël
	Chief Executive Officer (Principal Executive Officer)
	Cryomass Technologies Inc

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to Cryomass Technologies Inc and will be retained by Cryomass Technologies Inc and furnished to the Securities and Exchange Commission or its staff upon request.

Exhibit 32.2

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Philip B. Mullin, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)	the Quarterly Report on Form 10-Q of Cryomass Technologies Inc for the quarter ended September 30, 2024 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)	the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Cryomass Technologies Inc

Dated: November 8, 2024

	/s/ Philip B. Mullin
	Philip B Mullin
	Chief Financial Officer and Treasurer
	(Principal Financial Officer and Principal Accounting Officer)
	Cryomass Technologies Inc

Cover - shares	9 Months Ended
Cover - shares	Sep. 30, 2024	Nov. 05, 2024
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Transition Report	false
Entity Interactive Data Current	Yes
Amendment Flag	false
Document Period End Date	Sep. 30, 2024
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q3
Entity Information [Line Items]
Entity Registrant Name	CRYOMASS TECHNOLOGIES INC.
Entity Central Index Key	0001533030
Entity File Number	000-56155
Entity Tax Identification Number	82-5051728
Entity Incorporation, State or Country Code	NV
Current Fiscal Year End Date	--12-31
Entity Current Reporting Status	Yes
Entity Shell Company	false
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Contact Personnel [Line Items]
Entity Address, Address Line One	1001 Bannock Street
Entity Address, Address Line Two	Suite 612
Entity Address, City or Town	Denver
Entity Address, State or Province	CO
Entity Address, Postal Zip Code	80204
Entity Phone Fax Numbers [Line Items]
City Area Code	303
Local Phone Number	416-7208
Entity Listings [Line Items]
Title of 12(b) Security	None
No Trading Symbol Flag	true
Security Exchange Name	NONE
Entity Common Stock, Shares Outstanding		237,159,877

Condensed Consolidated Balance Sheets - USD ($)	Sep. 30, 2024	Dec. 31, 2023
Current assets:
Cash and cash equivalents	$ 183,439	$ 49,224
Accounts receivable, net	6,189	8,552
Prepaid expenses	106,627	94,746
Total current assets	296,255	152,522
Property and equipment, net	787,764	723,072
Intangible assets, net	45,606	96,912
Total assets	1,129,625	972,506
Current liabilities:
Accounts payable and accrued expenses	3,546,243	2,236,462
Deferred revenue, current	886,688	20,000
Deferred revenue, current – related party	80,000
Notes payable, current, net of discount		237,500
Total current liabilities	7,243,076	2,493,962
Deferred revenue, long term	60,000	75,000
Notes payable, net of discount	594,795	597,381
Contingent royalty liability	2,672,082	1,185,000
Total liabilities	10,569,953	6,821,748
Commitments and contingencies (Note 12)
Shareholders’ equity (deficit):
Preferred stock, $0.001 par value, 100,000 shares authorized, no shares issued and outstanding, respectively
Common stock, $0.001 par value, 500,000,000 shares authorized, 237,159,877 and 210,032,401 shares issued and outstanding at September 30, 2024 and December 31, 2023, respectively	237,161	210,033
Additional paid-in capital	47,565,896	45,907,981
Accumulated deficit	(57,243,385)	(51,967,256)
Total shareholders’ equity (deficit)	(9,440,328)	(5,849,242)
Total liabilities and shareholders’ equity (deficit)	1,129,625	972,506
Related Party
Current liabilities:
Notes payable, current, net of discount – related party	2,730,145
Notes payable, net of discount – related party		$ 2,470,405

Condensed Consolidated Balance Sheets (Parentheticals) - $ / shares	Sep. 30, 2024	Dec. 31, 2023
Statement of Financial Position [Abstract]
Preferred stock, par value (in Dollars per share)	$ 0.001	$ 0.001
Preferred stock, shares authorized	100,000	100,000
Preferred stock, shares issued
Preferred stock, shares outstanding
Common stock, par value (in Dollars per share)	$ 0.001	$ 0.001
Common stock, shares authorized	500,000,000	500,000,000
Common stock, shares issued	237,159,877	210,032,401
Common stock, shares outstanding	237,159,877	210,032,401

Condensed Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Income Statement [Abstract]
Revenues	$ 5,000		$ 24,189
Cost of goods sold
Gross profit	5,000		24,189
Operating expenses:
Personnel costs	555,318	869,046	1,760,921	2,360,765
General and administrative	197,195	313,092	717,631	1,099,137
Legal and professional fees	88,168	160,987	469,307	564,226
Depreciation and amortization expense	30,178	30,179	90,536	299,044
Research and development				13,361
Loss on impairment of intangible assets				3,653,043
Loss on impairment of goodwill				1,190,000
Total operating expenses	870,859	1,373,304	3,038,395	9,179,576
Loss from operations	(865,859)	(1,373,304)	(3,014,206)	(9,179,576)
Other income (expenses):
Interest expense – net	(147,504)	(109,302)	(455,924)	(245,566)
Gain / (loss) on foreign exchange	(6,488)	28,740	19,980	10,944
Loss on contingent royalty liability	(82,082)		(1,487,082)
Loss on extinguishment of debt			(338,897)
Total other expenses	(236,074)	(80,562)	(2,261,923)	(234,622)
Net loss before taxes	(1,101,933)	(1,453,866)	(5,276,129)	(9,414,198)
Income taxes
Net loss	$ (1,101,933)	$ (1,453,866)	$ (5,276,129)	$ (9,414,198)
Net loss per common share:
Loss per common share – basic (in Dollars per share)	$ 0	$ (0.01)	$ (0.02)	$ (0.05)
Loss per common share – diluted (in Dollars per share)	$ 0	$ (0.01)	$ (0.02)	$ (0.05)
Weighted average common shares outstanding—basic (in Shares)	236,962,413	207,422,054	222,192,774	205,740,483
Weighted average common shares outstanding— diluted (in Shares)	236,962,413	207,422,054	222,192,774	205,740,483

Condensed Consolidated Statements of Shareholders’ Equity (Deficit) (Unaudited) - USD ($)	Common Stock	Additional Paid-In Capital	Common Stock to Be Issued	Accumulated Deficit	Total
Balance at Dec. 31, 2022	$ 202,652	$ 43,163,579	$ 219,765	$ (39,011,528)	$ 4,574,468
Balance (in Shares) at Dec. 31, 2022	202,651,205
Common stock issued for prior period services	$ 62	21,813	(21,875)
Common stock issued for prior period services (in Shares)	62,500
Common stock issued for current period services	$ 188	65,438			65,626
Common stock issued for current period services (in Shares)	187,500
Common stock issued for vested RSUs for prior period services	$ 1,100	196,790	(197,890)
Common stock issued for vested RSUs for prior period services (in Shares)	1,100,000
Common stock issued for vested RSUs for current period services	$ 778	49,222			50,000
Common stock issued for vested RSUs for current period services (in Shares)	777,932
Stock-based compensation for vested RSUs for current period services		62,972			62,972
Net loss				(1,598,526)	(1,598,526)
Balance at Mar. 31, 2023	$ 204,780	43,559,814		(40,610,054)	3,154,540
Balance (in Shares) at Mar. 31, 2023	204,779,137
Balance at Dec. 31, 2022	$ 202,652	43,163,579	219,765	(39,011,528)	4,574,468
Balance (in Shares) at Dec. 31, 2022	202,651,205
Net loss					(9,414,198)
Balance at Sep. 30, 2023	$ 210,033	44,797,891		(48,425,726)	(3,417,802)
Balance (in Shares) at Sep. 30, 2023	210,032,401
Balance at Mar. 31, 2023	$ 204,780	43,559,814		(40,610,054)	3,154,540
Balance (in Shares) at Mar. 31, 2023	204,779,137
Common stock issued for current period services	$ 187	19,925			20,112
Common stock issued for current period services (in Shares)	187,500
Common stock issued for vested RSUs for current period services	$ 802	79,118			79,920
Common stock issued for vested RSUs for current period services (in Shares)	802,000
Stock-based compensation for vested RSUs for current period services		173,631			173,631
Warrants issued in conjunction with notes payable		179,026			179,026
Net loss				(6,361,806)	(6,361,806)
Balance at Jun. 30, 2023	$ 205,769	44,011,514		(46,971,860)	(2,754,577)
Balance (in Shares) at Jun. 30, 2023	205,768,637
Common stock issued for vested RSUs for current period services	$ 15	1,369			1,384
Common stock issued for vested RSUs for current period services (in Shares)	14,875
Stock-based compensation for vested RSUs for current period services		141,905			141,905
Share issuance from sale of common stock and warrants	$ 4,149	383,493			387,642
Share issuance from sale of common stock and warrants (in Shares)	4,148,889
Share issuance from exercise of stock options	$ 100	15,900			$ 16,000
Share issuance from exercise of stock options (in Shares)	100,000				100,000
Stock options issued for current period services		177,989			$ 177,989
Warrants issued in conjunction with notes payable		65,721			65,721
Net loss				(1,453,866)	(1,453,866)
Balance at Sep. 30, 2023	$ 210,033	44,797,891		(48,425,726)	(3,417,802)
Balance (in Shares) at Sep. 30, 2023	210,032,401
Balance at Dec. 31, 2023	$ 210,033	45,907,981		(51,967,256)	(5,849,242)
Balance (in Shares) at Dec. 31, 2023	210,032,401
Common stock issued for vested RSUs for prior period services	$ 1,005	(1,005)
Common stock issued for vested RSUs for prior period services (in Shares)	1,004,982
Stock-based compensation for vested RSUs for current period services		28,226			28,226
Stock options issued for current period services		57,557			57,557
Net loss				(2,554,469)	(2,554,469)
Balance at Mar. 31, 2024	$ 211,038	45,992,759		(54,521,725)	(8,317,928)
Balance (in Shares) at Mar. 31, 2024	211,037,383
Balance at Dec. 31, 2023	$ 210,033	45,907,981		(51,967,256)	(5,849,242)
Balance (in Shares) at Dec. 31, 2023	210,032,401
Net loss					(5,276,129)
Balance at Sep. 30, 2024	$ 237,161	47,565,896		(57,243,385)	(9,440,328)
Balance (in Shares) at Sep. 30, 2024	237,159,877
Balance at Mar. 31, 2024	$ 211,038	45,992,759		(54,521,725)	(8,317,928)
Balance (in Shares) at Mar. 31, 2024	211,037,383
Stock-based compensation for vested RSUs for current period services		25,000			25,000
Share issuance from sale of common stock and warrants	$ 13,225	694,926			708,151
Share issuance from sale of common stock and warrants (in Shares)	13,225,000
Share issuance from debt cancellation	$ 9,773	668,506			678,279
Share issuance from debt cancellation (in Shares)	9,772,494
Common stock and warrants issued for prior period services	$ 1,250	48,750			50,000
Common stock and warrants issued for prior period services (in Shares)	1,250,000
Stock options issued for current period services		18,915			18,915
Net loss				(1,619,727)	(1,619,727)
Balance at Jun. 30, 2024	$ 235,286	47,448,856		(56,141,452)	(8,457,310)
Balance (in Shares) at Jun. 30, 2024	235,284,877
Stock-based compensation for vested RSUs for current period services		25,000			25,000
Share issuance from sale of common stock and warrants	$ 1,875	73,125			75,000
Share issuance from sale of common stock and warrants (in Shares)	1,875,000
Stock options issued for current period services		18,915			18,915
Net loss				(1,101,933)	(1,101,933)
Balance at Sep. 30, 2024	$ 237,161	$ 47,565,896		$ (57,243,385)	$ (9,440,328)
Balance (in Shares) at Sep. 30, 2024	237,159,877

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (5,276,129)	$ (9,414,198)
Adjustments to reconcile net loss to net cash used in operating activities from continuing operations:
Amortization of debt discount (premium)	92,960	34,964
Depreciation and amortization expense	90,536	299,044
Loss (gain) on foreign exchange related to notes payable	(1,282)	(5,972)
Loss on impairment of goodwill		1,190,000
Loss on impairment of intangible assets		3,653,043
Loss on extinguishment of debt	338,897
Loss on contingent royalty liability	1,487,082
Payment in-kind interest accrued	267,359
Common stock issued for vested RSUs for current period services		131,304
Stock-based compensation for vested RSUs for current period services	78,226	378,508
Stock options issued for current period services	95,387	177,989
Common stock and warrants issued for prior period services	50,000
Common stock issued for current period services		85,738
Change in operating assets and liabilities:
Accounts receivable, net	2,363
Prepaid expenses	(11,881)	(62,194)
Accounts payable and accrued expenses	1,309,780	219,805
Deferred revenue	931,688	100,000
Net cash used in operating activities	(545,014)	(3,211,969)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment	(103,922)	(25,000)
Purchase of intangible assets		(49,236)
Net cash used in investing activities	(103,922)	(74,236)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from notes payable		875,991
Proceeds from issuance of common stock and warrants	783,151	387,642
Proceeds from exercise of stock options		16,000
Net cash used in financing activities	783,151	1,279,633
Net increase (decrease) in cash and cash equivalents	134,215	(2,006,572)
Cash and cash equivalents at beginning of period	49,224	2,016,057
Cash and cash equivalents at end of period	183,439	9,485
Supplemental disclosure of non-cash investing activities:
Purchase of property and equipment on credit	3,252	221,577
Supplemental disclosure of non-cash financing activities:
Debt discount recognized from warrants issued in conjunction with notes payable		244,747
Stock issued for cancellation of debt	$ 339,082

Nature of the Business

9 Months Ended

Sep. 30, 2024

Nature of the Business [Abstract]

Nature of the Business

1. Nature of the Business

Cryomass Technologies Inc. is the parent company to wholly-owned subsidiaries Cryomass LLC, Cryomass California LLC, and 1304740 B.C. Unlimited Liability Company dba Cryomass Canada.

Going Concern Uncertainty, Financial Conditions and Management’s Plans

9 Months Ended

Sep. 30, 2024

Going Concern Uncertainty, Financial Conditions and Management’s Plans [Abstract]

Going Concern Uncertainty, Financial Conditions and Management’s Plans

2. Going Concern Uncertainty, Financial Conditions and Management’s Plans

Summary of Significant Accounting Policies

9 Months Ended

Sep. 30, 2024

Summary of Significant Accounting Policies [Abstract]

Summary of Significant Accounting Policies

3. Summary of Significant Accounting Policies

Principles of Consolidation

Use of Estimates

Cash and Cash Equivalents

The Company considers all highly liquid instruments with maturities of three months or less at the time of issuance to be cash equivalents.

Concentrations of Credit Risk

Revenue Recognition

Expenses

Operating Expenses

Other Expense, net

Other income (expenses) consisted of interest expense, net gain (loss) on foreign exchange and loss on extinguishment of debt.

Stock-Based Compensation

Property and Equipment, net

		Estimated Useful Life
Machinery and equipment		15 years

Goodwill and Intangible Assets

		Estimated Useful Life
Patent		120 Months
In-process research and development		104 Months
Internal-use software		26 Months

Impairment of Goodwill and Intangible Assets

Goodwill

Goodwill is not amortized, but instead is tested annually at December 31 for impairment and upon the occurrence of certain events or substantive changes in circumstances.

Due to delays in implementing the Company’s business model of its cryogenic process, management fully impaired goodwill during 2023.

Indefinite-Lived Intangible Assets and Intangible Assets Subject to Amortization

Indefinite-lived intangible assets are not amortized, but instead are tested annually at December 31 for impairment and upon the occurrence of certain events or substantive changes in circumstances.

Leases

Income Taxes

Fair Value Measurements

	●	Level 1 — Quoted prices in active markets for identical assets or liabilities.

	●	Level 2 — Observable inputs (other than Level 1 quoted prices), such as quoted prices in active markets for similar assets or liabilities, quoted prices in markets that are not active for identical or similar assets or liabilities, or other inputs that are observable or can be corroborated by observable market data.

	●	Level 3 — Unobservable inputs that are supported by little or no market activity that are significant to determining the fair value of the assets or liabilities, including pricing models, discounted cash flow methodologies and similar techniques.

Net Loss per Share

Revenue

9 Months Ended

Sep. 30, 2024

Revenue [Abstract]

Revenue

4. Revenue

Property and Equipment, Net

9 Months Ended

Sep. 30, 2024

Property and Equipment, Net [Abstract]

Property and Equipment, Net

5. Property and Equipment, Net

Property and equipment, net, of $787,764 and $723,072 as of September 30, 2024 and December 31, 2023, respectively, consisted entirely of machinery and equipment.

	September 30, 2024			December 31, 2023
Machinery and equipment		881,754			777,833
Less: Accumulated depreciation		(93,990	)		(54,761	)
	$	787,764		$	723,072

Goodwill and Intangible Assets

9 Months Ended

Sep. 30, 2024

Goodwill and Intangible Assets [Abstract]

Goodwill and Intangible Assets

6. Goodwill and Intangible Assets

The following tables summarize information relating to the Company’s identifiable intangible assets as of September 30, 2024 and December 31, 2023:

	September 30, 2024
	Estimated	Gross		Accumulated					Carrying
	Useful Life	Amount		Amortization			Impairment		Value
Amortized
Internal-use software	26 months		148,219		(102,613	)		-		45,606
Total identifiable intangible assets		$	148,219	$	(102,613	)	$	-	$	45,606

	December 31, 2023
	Estimated	Gross		Accumulated						Carrying
	Useful Life	Amount		Amortization			Impairment			Value
Amortized
Patent	120 months	$	873,263	$	(174,653	)	$	(698,610	)	$	-
Internal-use software	26 months		148,219		(51,307	)		-			96,912
In-process research and development	104 months		3,209,000		(254,567	)		(2,954,433	)		-
Total identifiable intangible assets		$	4,230,482	$	(480,527	)	$	(3,653,043	)	$	96,912

Years ending December 31,	Amount
2024 (remainder of year)		17,103
2025		28,503
		45,606

Deferred Revenue

9 Months Ended

Sep. 30, 2024

Deferred Revenue [Abstract]

Deferred Revenue

7. Deferred Revenue

Notes Payable

9 Months Ended

Sep. 30, 2024

Notes Payable [Abstract]

Notes Payable

8. Notes Payable

The table below discloses the aggregate amount of long-term borrowings maturing in each of the following years:

Years ending December 31,	Amount
2024		-
2025		739,541
2026		-
2027		-
2028		-
Total gross principal		739,541
(Less: debt discount, net of amortization)		(144,746	)
Carrying value as of September 30, 2024		594,795

Related Party Transactions

9 Months Ended

Sep. 30, 2024

Related Party Transactions

9. Related Party Transactions

The table below discloses the aggregate amount of long-term borrowings from related parties maturing in each of the following years:

Years ending December 31,	Amount
2024		-
2025		2,731,949
2026		-
2027		-
2028		-
Total gross principal		2,731,949
Debt premium, net of amortization		19,364
(Less: debt discount, net of amortization)		(21,168	)
Carrying value as of September 30, 2024		2,730,145

Shareholders’ Equity

9 Months Ended

Sep. 30, 2024

Shareholders’ Equity [Abstract]

Shareholders’ Equity

10. Shareholders’ Equity

From January to March 2024, the Company issued 1,004,982 shares of common stock for a total dollar value of $49,956 for vested RSUs for prior period services.

From July to September 2024, the Company issued 1,875,000 shares of common stock in conjunction with warrants related to capital raise efforts for a total dollar value of $75,000.

Restricted Stock Unit Awards

A summary of the Company’s RSU award activity for the three and nine months ended September 30, 2024 and 2023, respectively, is as follows:

	Restricted Stock Units			Weighted Average Grant Date Fair Value
Outstanding at December 31, 2023		2,185,210		$	0.20
Granted		-			-
Vested		(1,004,982	)		0.23
Forfeited		(68,500	)		0.13
Outstanding at March 31, 2024		1,111,728		$	0.18
Granted		-			-
Vested		-			-
Forfeited		-			-
Outstanding at June 30, 2024		1,111,728		$	0.18
Granted		-			-
Vested		-			-
Forfeited		-			-
Outstanding at September 30, 2024		1,111,728		$	0.18

	Restricted Stock Units			Weighted Average Grant Date Fair Value
Outstanding at December 31, 2022		1,453,857		$	0.30
Granted		2,760,660			0.17
Vested		(1,877,932	)		0.23
Forfeited		-			-
Outstanding at March 31, 2023		2,336,585		$	0.21
Granted		755,500			0.10
Vested		(802,000	)		0.12
Forfeited		-			-
Outstanding at June 30, 2023		2,290,085		$	0.21
Granted		-			-
Vested		(14,875	)		0.09
Forfeited		-			-
Outstanding at September 30, 2023		2,275,210		$	0.20

Stock Option Awards

A summary of the Company’s stock option activity for the three and nine months ended September 30, 2024, and 2023, respectively, is as follows:

	Stock Option Shares		Weighted Average Exercise Price		Weighted Average Remaining Contractual Term		Aggregate Intrinsic Value
Outstanding and exercisable at December 31, 2023		11,513,214	$	0.17		7.3	$	1,962,017
Granted		8,085,081		0.05		5.4		-
Forfeited		-		-		-		-
Outstanding and exercisable at March 31, 2024		19,598,295	$	0.12		6.4	$	2,019,574
Granted		-		-		-		-
Forfeited		-		-		-		-
Outstanding and exercisable at June 30, 2024		19,598,295	$	0.12		6.1	$	2,038,489
Granted		-		-		-		-
Forfeited		-		-		-		-
Outstanding and exercisable at September 30, 2024		19,598,295	$	0.10		5.9	$	2,057,404

	Stock Option Shares			Weighted Average Exercise Price		Weighted Average Remaining Contractual Term		Aggregate Intrinsic Value
Outstanding and exercisable at December 31, 2022		8,500,000		$	0.18		8.5	$	1,579,108
Granted		-			-		-		-
Forfeited		-			-		-		-
Outstanding and exercisable at March 31, 2023		8,500,000		$	0.18		8.0	$	1,579,108
Granted		-			-		-		-
Forfeited		-			-		-		-
Outstanding and exercisable at June 30, 2023		8,500,000		$	0.18		7.7	$	1,579,108
Granted		3,113,214			0.15		-		382,909
Exercised		(100,000	)		0.16
Forfeited		-			-		-		-
Outstanding and exercisable at September 30, 2023		11,513,214		$	0.18		7.6	$	1,962,017

Warrants

A summary of the Company’s warrant activity for the three and nine months ended September 30, 2024 and 2023, respectively, is as follows:

	Warrant Shares		Weighted Average Exercise Price		Weighted Average Remaining Contractual Term		Aggregate Fair Value
Outstanding and exercisable at December 31, 2023		51,662,689	$	0.45		2.9	$	2,817,424
Granted		-		-		-		-
Exercised		-		-		-		-
Expired		-		-		-		-
Outstanding and exercisable at March 31, 2024		51,662,689	$	0.45		2.7	$	2,817,424
Granted		28,747,494		0.06		-		770,218
Exercised		-		-		-		-
Expired		-		-		-		-
Outstanding and exercisable at June 30, 2024		80,410,183	$	0.31		3.2	$	3,587,642
Granted		1,875,000		0.06		-		36,918
Exercised		-		-		-		-
Expired		-		-		-		-
Outstanding and exercisable at September 30, 2024		82,285,183	$	0.31		3.0	$	3,624,560

	Warrant Shares			Weighted Average Exercise Price		Weighted Average Remaining Contractual Term		Aggregate Fair Value
Outstanding and exercisable at December 31, 2022		73,950,000		$	0.40		1.0	$	1,867,754
Granted		-			-		-		-
Exercised		-			-		-		-
Expired		(15,000,000	)		-		-		-
Outstanding and exercisable at March 31, 2023		58,950,000		$	0.40		0.9	$	1,867,754
Granted		2,540,550			0.25		-		179,026
Exercised		-			-		-		-
Expired		(9,500,000	)		0.40		-		-
Outstanding and exercisable at June 30, 2023		51,990,550		$	0.39		0.9	$	2,046,780
Granted		4,589,639			0.19		-		203,858
Exercised		-			-		-		-
Expired		(1,000,000	)		0.40		-		-
Outstanding and exercisable at September 30, 2023		55,580,189		$	0.37		0.9	$	2,250,638

Income Taxes

9 Months Ended

Sep. 30, 2024

Income Taxes [Abstract]

Income Taxes

11. Income Taxes

Commitments & Contingencies

9 Months Ended

Sep. 30, 2024

Commitments & Contingencies [Abstract]

Commitments & Contingencies

12. Commitments & Contingencies

Subsequent Events

9 Months Ended

Sep. 30, 2024

Subsequent Events [Abstract]

Subsequent Events

13. Subsequent Events

Pay vs Performance Disclosure - USD ($)	3 Months Ended						9 Months Ended
Pay vs Performance Disclosure - USD ($)	Sep. 30, 2024	Jun. 30, 2024	Mar. 31, 2024	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2024	Sep. 30, 2023
Pay vs Performance Disclosure
Net Income (Loss)	$ (1,101,933)	$ (1,619,727)	$ (2,554,469)	$ (1,453,866)	$ (6,361,806)	$ (1,598,526)	$ (5,276,129)	$ (9,414,198)

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

Accounting Policies, by Policy (Policies)

9 Months Ended

Sep. 30, 2024

Summary of Significant Accounting Policies [Abstract]

Principles of Consolidation

Principles of Consolidation

Use of Estimates

Use of Estimates

Cash and Cash Equivalents

Cash and Cash Equivalents

The Company considers all highly liquid instruments with maturities of three months or less at the time of issuance to be cash equivalents.

Concentrations of Credit Risk

Concentrations of Credit Risk

Revenue Recognition

Revenue Recognition

Expenses

Expenses

Operating Expenses

Other Expense, net

Other income (expenses) consisted of interest expense, net gain (loss) on foreign exchange and loss on extinguishment of debt.

Stock-Based Compensation

Stock-Based Compensation

Property and Equipment, net

Property and Equipment, net

		Estimated Useful Life
Machinery and equipment		15 years

Goodwill and Intangible Assets

Goodwill and Intangible Assets

		Estimated Useful Life
Patent		120 Months
In-process research and development		104 Months
Internal-use software		26 Months

Impairment of Goodwill and Intangible Assets

Impairment of Goodwill and Intangible Assets

Goodwill

Goodwill is not amortized, but instead is tested annually at December 31 for impairment and upon the occurrence of certain events or substantive changes in circumstances.

Due to delays in implementing the Company’s business model of its cryogenic process, management fully impaired goodwill during 2023.

Indefinite-Lived Intangible Assets and Intangible Assets Subject to Amortization

Indefinite-lived intangible assets are not amortized, but instead are tested annually at December 31 for impairment and upon the occurrence of certain events or substantive changes in circumstances.

Leases

Leases

Income Taxes

Income Taxes

Fair Value Measurements

Fair Value Measurements

	●	Level 1 — Quoted prices in active markets for identical assets or liabilities.

	●	Level 2 — Observable inputs (other than Level 1 quoted prices), such as quoted prices in active markets for similar assets or liabilities, quoted prices in markets that are not active for identical or similar assets or liabilities, or other inputs that are observable or can be corroborated by observable market data.

	●	Level 3 — Unobservable inputs that are supported by little or no market activity that are significant to determining the fair value of the assets or liabilities, including pricing models, discounted cash flow methodologies and similar techniques.

Net Loss per Share

Net Loss per Share

Summary of Significant Accounting Policies (Tables)

9 Months Ended

Sep. 30, 2024

Summary of Significant Accounting Policies [Abstract]

Schedule of Straight-Line Method Over the Estimated Useful Life of Each Asset

Depreciation and amortization expense is recognized using the straight-line method over the estimated useful life of each asset, as follows:

		Estimated Useful Life
Machinery and equipment		15 years

Schedule of Estimated Useful Lives of Intangible Assets

The estimated useful lives of intangible assets are detailed in the table below:

		Estimated Useful Life
Patent		120 Months
In-process research and development		104 Months
Internal-use software		26 Months

Property and Equipment, Net (Tables)

9 Months Ended

Sep. 30, 2024

Property and Equipment, Net [Abstract]

Schedule of Property and Equipment, Net

Property and equipment, net, of $787,764 and $723,072 as of September 30, 2024 and December 31, 2023, respectively, consisted entirely of machinery and equipment.

	September 30, 2024			December 31, 2023
Machinery and equipment		881,754			777,833
Less: Accumulated depreciation		(93,990	)		(54,761	)
	$	787,764		$	723,072

Goodwill and Intangible Assets (Tables)

9 Months Ended

Sep. 30, 2024

Goodwill and Intangible Assets [Abstract]

Schedule of Identifiable Intangible Assets

The following tables summarize information relating to the Company’s identifiable intangible assets as of September 30, 2024 and December 31, 2023:

	September 30, 2024
	Estimated	Gross		Accumulated					Carrying
	Useful Life	Amount		Amortization			Impairment		Value
Amortized
Internal-use software	26 months		148,219		(102,613	)		-		45,606
Total identifiable intangible assets		$	148,219	$	(102,613	)	$	-	$	45,606

	December 31, 2023
	Estimated	Gross		Accumulated						Carrying
	Useful Life	Amount		Amortization			Impairment			Value
Amortized
Patent	120 months	$	873,263	$	(174,653	)	$	(698,610	)	$	-
Internal-use software	26 months		148,219		(51,307	)		-			96,912
In-process research and development	104 months		3,209,000		(254,567	)		(2,954,433	)		-
Total identifiable intangible assets		$	4,230,482	$	(480,527	)	$	(3,653,043	)	$	96,912

Schedule of Amortization Expense

Amortization expense was $17,102 and $262,761 for the three and nine months ended September 30, 2023, respectively.

Years ending December 31,	Amount
2024 (remainder of year)		17,103
2025		28,503
		45,606

Notes Payable (Tables)

9 Months Ended

Sep. 30, 2024

Notes Payable [Abstract]

Schedule of Discloses the Aggregate Amount of Long-Term Borrowings

The table below discloses the aggregate amount of long-term borrowings maturing in each of the following years:

Years ending December 31,	Amount
2024		-
2025		739,541
2026		-
2027		-
2028		-
Total gross principal		739,541
(Less: debt discount, net of amortization)		(144,746	)
Carrying value as of September 30, 2024		594,795

Related Party Transactions (Tables)

9 Months Ended

Sep. 30, 2024

Related Parties [Member]

Schedule of Aggregate Amount of Long-term Borrowings from Related Parties Maturing

The table below discloses the aggregate amount of long-term borrowings from related parties maturing in each of the following years:

Years ending December 31,	Amount
2024		-
2025		2,731,949
2026		-
2027		-
2028		-
Total gross principal		2,731,949
Debt premium, net of amortization		19,364
(Less: debt discount, net of amortization)		(21,168	)
Carrying value as of September 30, 2024		2,730,145

Shareholders’ Equity (Tables)

9 Months Ended

Sep. 30, 2024

Shareholders’ Equity [Abstract]

Schedule of Company's RSU Award Activity

A summary of the Company’s RSU award activity for the three and nine months ended September 30, 2024 and 2023, respectively, is as follows:

	Restricted Stock Units			Weighted Average Grant Date Fair Value
Outstanding at December 31, 2023		2,185,210		$	0.20
Granted		-			-
Vested		(1,004,982	)		0.23
Forfeited		(68,500	)		0.13
Outstanding at March 31, 2024		1,111,728		$	0.18
Granted		-			-
Vested		-			-
Forfeited		-			-
Outstanding at June 30, 2024		1,111,728		$	0.18
Granted		-			-
Vested		-			-
Forfeited		-			-
Outstanding at September 30, 2024		1,111,728		$	0.18

	Restricted Stock Units			Weighted Average Grant Date Fair Value
Outstanding at December 31, 2022		1,453,857		$	0.30
Granted		2,760,660			0.17
Vested		(1,877,932	)		0.23
Forfeited		-			-
Outstanding at March 31, 2023		2,336,585		$	0.21
Granted		755,500			0.10
Vested		(802,000	)		0.12
Forfeited		-			-
Outstanding at June 30, 2023		2,290,085		$	0.21
Granted		-			-
Vested		(14,875	)		0.09
Forfeited		-			-
Outstanding at September 30, 2023		2,275,210		$	0.20

Schedule of Stock Option Activity

A summary of the Company’s stock option activity for the three and nine months ended September 30, 2024, and 2023, respectively, is as follows:

	Stock Option Shares		Weighted Average Exercise Price		Weighted Average Remaining Contractual Term		Aggregate Intrinsic Value
Outstanding and exercisable at December 31, 2023		11,513,214	$	0.17		7.3	$	1,962,017
Granted		8,085,081		0.05		5.4		-
Forfeited		-		-		-		-
Outstanding and exercisable at March 31, 2024		19,598,295	$	0.12		6.4	$	2,019,574
Granted		-		-		-		-
Forfeited		-		-		-		-
Outstanding and exercisable at June 30, 2024		19,598,295	$	0.12		6.1	$	2,038,489
Granted		-		-		-		-
Forfeited		-		-		-		-
Outstanding and exercisable at September 30, 2024		19,598,295	$	0.10		5.9	$	2,057,404

	Stock Option Shares			Weighted Average Exercise Price		Weighted Average Remaining Contractual Term		Aggregate Intrinsic Value
Outstanding and exercisable at December 31, 2022		8,500,000		$	0.18		8.5	$	1,579,108
Granted		-			-		-		-
Forfeited		-			-		-		-
Outstanding and exercisable at March 31, 2023		8,500,000		$	0.18		8.0	$	1,579,108
Granted		-			-		-		-
Forfeited		-			-		-		-
Outstanding and exercisable at June 30, 2023		8,500,000		$	0.18		7.7	$	1,579,108
Granted		3,113,214			0.15		-		382,909
Exercised		(100,000	)		0.16
Forfeited		-			-		-		-
Outstanding and exercisable at September 30, 2023		11,513,214		$	0.18		7.6	$	1,962,017

Schedule of Warrant Activity

A summary of the Company’s warrant activity for the three and nine months ended September 30, 2024 and 2023, respectively, is as follows:

	Warrant Shares		Weighted Average Exercise Price		Weighted Average Remaining Contractual Term		Aggregate Fair Value
Outstanding and exercisable at December 31, 2023		51,662,689	$	0.45		2.9	$	2,817,424
Granted		-		-		-		-
Exercised		-		-		-		-
Expired		-		-		-		-
Outstanding and exercisable at March 31, 2024		51,662,689	$	0.45		2.7	$	2,817,424
Granted		28,747,494		0.06		-		770,218
Exercised		-		-		-		-
Expired		-		-		-		-
Outstanding and exercisable at June 30, 2024		80,410,183	$	0.31		3.2	$	3,587,642
Granted		1,875,000		0.06		-		36,918
Exercised		-		-		-		-
Expired		-		-		-		-
Outstanding and exercisable at September 30, 2024		82,285,183	$	0.31		3.0	$	3,624,560

	Warrant Shares			Weighted Average Exercise Price		Weighted Average Remaining Contractual Term		Aggregate Fair Value
Outstanding and exercisable at December 31, 2022		73,950,000		$	0.40		1.0	$	1,867,754
Granted		-			-		-		-
Exercised		-			-		-		-
Expired		(15,000,000	)		-		-		-
Outstanding and exercisable at March 31, 2023		58,950,000		$	0.40		0.9	$	1,867,754
Granted		2,540,550			0.25		-		179,026
Exercised		-			-		-		-
Expired		(9,500,000	)		0.40		-		-
Outstanding and exercisable at June 30, 2023		51,990,550		$	0.39		0.9	$	2,046,780
Granted		4,589,639			0.19		-		203,858
Exercised		-			-		-		-
Expired		(1,000,000	)		0.40		-		-
Outstanding and exercisable at September 30, 2023		55,580,189		$	0.37		0.9	$	2,250,638

Going Concern Uncertainty, Financial Conditions and Management’s Plans (Details) - USD ($)	3 Months Ended						9 Months Ended
	Sep. 30, 2024	Jun. 30, 2024	Mar. 31, 2024	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Going Concern Uncertainty, Financial Conditions and Management’s Plans [Abstract]
Working deficit							$ 6,946,821
Cash balance	$ 183,439						183,439
Overhead costs							3,600,000
Capital expenditures							2,700,000
Cash for operating activities							(545,014)	$ (3,211,969)
Incurred net loss	(1,101,933)	$ (1,619,727)	$ (2,554,469)	$ (1,453,866)	$ (6,361,806)	$ (1,598,526)	(5,276,129)	$ (9,414,198)
Accumulated deficit	$ (57,243,385)						$ (57,243,385)		$ (51,967,256)

Summary of Significant Accounting Policies (Details)		9 Months Ended
Summary of Significant Accounting Policies (Details)	Sep. 15, 2022 USD ($)	Sep. 30, 2024 USD ($) $ / shares shares	Dec. 31, 2023	Dec. 22, 2023 USD ($)
Summary of Significant Accounting Policies [Line Items]
Operating segment		1
Tax position percentage		0.00%
Additional loan amount (in Dollars) \| $				$ 135,000
Monthly processing fee for equipment rental percent		50.00%
Net revenue		10.00%	10.00%
Unexercised options (in Shares) \| shares		19,598,295
Unexercised warrants outstanding (in Shares) \| shares		82,285,183
Warrant [Member]
Summary of Significant Accounting Policies [Line Items]
Warrant shares (in Shares) \| shares		20,000,000
Purchase commitment option (in Dollars) \| $		$ 1,200,000
Loan Agreement and Unsecured Promissory Note [Member]
Summary of Significant Accounting Policies [Line Items]
Borrowings (in Dollars) \| $	$ 2,000,000
Accrued interest, percentage	12.00%	15.00%
principal amount (in Dollars) \| $		$ 2,289,590
Share-Based Payment Arrangement, Tranche One [Member]
Summary of Significant Accounting Policies [Line Items]
Warrant shares (in Shares) \| shares		5,000,000
Issued, per share (in Dollars per share) \| $ / shares		$ 0.25
Share-Based Payment Arrangement, Tranche Two [Member]
Summary of Significant Accounting Policies [Line Items]
Issued, per share (in Dollars per share) \| $ / shares		0.5
Share-Based Payment Arrangement, Tranche Three [Member]
Summary of Significant Accounting Policies [Line Items]
Issued, per share (in Dollars per share) \| $ / shares		0.75
Share-Based Payment Arrangement, Tranche Four [Member]
Summary of Significant Accounting Policies [Line Items]
Issued, per share (in Dollars per share) \| $ / shares		$ 1
Maximum [Member]
Summary of Significant Accounting Policies [Line Items]
Tax position percentage		50.00%
Minimum [Member]
Summary of Significant Accounting Policies [Line Items]
Tax position percentage		50.00%

Summary of Significant Accounting Policies (Details) - Schedule of Straight-Line Method Over the Estimated Useful Life of Each Asset	Sep. 30, 2024
Machinery and equipment [Member]
Schedule of Straight-Line Method Over the Estimated Useful Life of Each Asset [Line Items]
Machinery and equipment	15 years

Summary of Significant Accounting Policies (Details) - Schedule of Estimated Useful Lives of Intangible Assets	Sep. 30, 2024	Dec. 31, 2023
Patent [Member]
Schedule of Estimated Useful Lives of Intangible Assets [Line Items]
Estimated useful lives of intangible assets	120 months	120 months
In-process research and development [Member]
Schedule of Estimated Useful Lives of Intangible Assets [Line Items]
Estimated useful lives of intangible assets	104 months	104 months
Internal-use software [Member]
Schedule of Estimated Useful Lives of Intangible Assets [Line Items]
Estimated useful lives of intangible assets	26 months

Revenue (Details) - RubberRock Inc [Member] - USD ($)		3 Months Ended	9 Months Ended
Revenue (Details) - RubberRock Inc [Member] - USD ($)	Sep. 23, 2023	Sep. 30, 2024	Sep. 30, 2024	Jul. 22, 2024
Revenue [Line Items]
Revenue	$ 100,000
Recognized revenue		$ 5,000	$ 15,000
Royalty revenue		$ 0	$ 9,190
Royalty revenue receivable				$ 6,190

Property and Equipment, Net (Details) - USD ($)	3 Months Ended		9 Months Ended
Property and Equipment, Net (Details) - USD ($)	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Property and Equipment, Net [Line Items]
Property and equipment, net	$ 787,764		$ 787,764		$ 723,072
Depreciation expense	$ 13,077	$ 13,077	$ 39,230	$ 36,283

Property and Equipment, Net (Details) - Schedule of Property and Equipment, Net - USD ($)	Sep. 30, 2024	Dec. 31, 2023
Schedule of Property and Equipment, Net [Abstract]
Machinery and equipment	$ 881,754	$ 777,833
Less: Accumulated depreciation	(93,990)	(54,761)
Property and equipment, net	$ 787,764	$ 723,072

Goodwill and Intangible Assets (Details) - USD ($)	3 Months Ended		9 Months Ended		12 Months Ended
Goodwill and Intangible Assets (Details) - USD ($)	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Goodwill and Intangible Assets [Abstract]
Goodwill	$ 0		$ 0		$ 0
Impairment charges					$ 1,190,000
Amortization expense	$ 17,102	$ 17,102	$ 51,307	$ 262,761

Goodwill and Intangible Assets (Details) - Schedule of Identifiable Intangible Assets - USD ($)	Sep. 30, 2024	Dec. 31, 2023
Amortized
Amortized intangible assets, Gross Amount	$ 148,219	$ 4,230,482
Amortized intangible assets, Accumulated Amortization	(102,613)	(480,527)
Amortized intangible assets, Impairment		(3,653,043)
Amortized intangible assets, Carrying Value	$ 45,606	$ 96,912
Internal-use software [Member]
Amortized
Amortized intangible assets, Estimated Useful Life	26 months	26 months
Amortized intangible assets, Gross Amount	$ 148,219	$ 148,219
Amortized intangible assets, Accumulated Amortization	(102,613)	(51,307)
Amortized intangible assets, Impairment
Amortized intangible assets, Carrying Value	$ 45,606	$ 96,912
Patent [Member]
Amortized
Amortized intangible assets, Estimated Useful Life	120 months	120 months
Amortized intangible assets, Gross Amount		$ 873,263
Amortized intangible assets, Accumulated Amortization		(174,653)
Amortized intangible assets, Impairment		(698,610)
Amortized intangible assets, Carrying Value
In-process research and development [Member]
Amortized
Amortized intangible assets, Estimated Useful Life	104 months	104 months
Amortized intangible assets, Gross Amount		$ 3,209,000
Amortized intangible assets, Accumulated Amortization		(254,567)
Amortized intangible assets, Impairment		(2,954,433)
Amortized intangible assets, Carrying Value

Goodwill and Intangible Assets (Details) - Schedule of Amortization Expense - USD ($)	Sep. 30, 2024	Dec. 31, 2023
Schedule of Amortization Expense [Abstract]
2024 (remainder of year)	$ 17,103
2025	28,503
Total amortization expense	$ 45,606	$ 96,912

Deferred Revenue (Details)						3 Months Ended		9 Months Ended
Deferred Revenue (Details)	Jun. 25, 2024 USD ($)	May 09, 2024 USD ($)	Feb. 09, 2024 CAD ($)	Sep. 25, 2023 USD ($)	Aug. 18, 2023	Sep. 30, 2024 USD ($)	Sep. 30, 2023 USD ($)	Sep. 30, 2024 USD ($)	Mar. 31, 2024 USD ($)	Dec. 31, 2023 USD ($)
Deferred Revenue [Line Items]
Deferred revenue agreement term					5 years
Territory license fee				$ 100,000				$ 100,000
Territory license fee agreement, description								Territory License Fee, RubberRock had the obligation to pay Cryomass monthly royalties.
Royalty revenue payable						$ 6,190		$ 6,190
Territory license fee							$ 100,000
Recognized revenue						5,000
Deferred revenue, current						886,688		886,688		$ 20,000
Deferred revenue long term						60,000		60,000		75,000
Payments received			$ 30,000					845,000
Deferred revenue						21,688		$ 21,688
Lease agreement description								three years with one three-year option to renew
Deferred revenue related party						80,000		$ 80,000
Related Party [Member]
Deferred Revenue [Line Items]
Territory license fee	$ 80,000
RubberRock Agreement [Member] \| Related Party [Member]
Deferred Revenue [Line Items]
Deferred revenue, current						20,000		20,000
Deferred revenue long term						65,000		65,000
Equipment Purchase and Sale Agreement [Member]
Deferred Revenue [Line Items]
Deferred revenue, current						$ 21,688		$ 21,688
Agreed to purchase			$ 1,620,000
Board of Directors Chairman [Member]
Deferred Revenue [Line Items]
Deferred revenue, current									$ 845,000
Agreed to purchase		$ 1,200,000

Notes Payable (Details) - USD ($)			3 Months Ended		9 Months Ended
Notes Payable (Details) - USD ($)	Jun. 12, 2024	Apr. 23, 2024	Sep. 30, 2024	Jun. 30, 2024	Sep. 30, 2024	Sep. 30, 2023
Notes Payable [Line Items]
Received in promissory notes with warrants						$ 875,991
Debt discount					$ 351,054
Issued warrants (in Shares)					2,032,500
Subscriptions agreements, description					The fair value of the Warrants was determined utilizing a Binomial model considering all relevant assumptions at the dates of issuance, including the Company stock price ($0.13 for April subscription agreements, one of which is for Simon Langelier, $0.09 for May subscription agreements, $0.12 for the June subscription agreement, $0.14 for the July subscription agreement, $0.09 for the October subscription agreement, $0.08 for the November subscription agreement), term (4 years), historical volatility (152-154%), and risk-free rate (3.8% for April subscription agreements, 3.6% and 3.7% for May subscription agreements for Mario Gobbo and a private investor, respectively, 4.0% for a June subscription agreement for Health Diplomats Pte Ltd, 4.2% for a July subscription agreement, 5.0% for an October subscription agreement, 4.6% for a November subscription agreement).
Fair value of warrants					$ 351,054
Carrying value of the promissory notes			$ 748,628		748,628
Interest accrued			$ 117,592		117,592
Nonrelated Party [Member]
Notes Payable [Line Items]
Relates to non related parties					$ 594,795
Warrant [Member]
Notes Payable [Line Items]
Issued warrants (in Shares)					3,381,300
Exercise price (in Dollars per share)	$ 0.06	$ 0.07
Warrant term			4 years		4 years
Principal and interest note payable			$ 75,000	$ 708,151
Shares issued (in Shares)	2,125,000			13,225,000
Common stock price per share (in Dollars per share)	$ 0.04
Warrants to purchase shares (in Shares)	2,125,000	7,647,494
Promissory Note [Member]
Notes Payable [Line Items]
Bear interest			12.00%		12.00%
Received in promissory notes with warrants					$ 1,240,755
Proceeds from warrants					175,000
Debt discount					$ 54,128
Maturity date, description					The Promissory Notes have maturities between 24 and 32 months
Fair value			$ 889,701		$ 889,701
Convertible Note [Member]
Notes Payable [Line Items]
Shares issued (in Shares)		7,647,494
Common stock price per share (in Dollars per share)		$ 0.04
Convertible Note [Member] \| Warrant [Member]
Notes Payable [Line Items]
Principal and interest note payable	$ 71,906	$ 267,176
Minimum [Member] \| Warrant [Member]
Notes Payable [Line Items]
Exercise price (in Dollars per share)			$ 0.09		$ 0.09
Minimum [Member] \| Promissory Note [Member]
Notes Payable [Line Items]
Total principal amount					$ 1,240,755
Maximum [Member] \| Warrant [Member]
Notes Payable [Line Items]
Exercise price (in Dollars per share)			$ 0.25		$ 0.25
Maximum [Member] \| Promissory Note [Member]
Notes Payable [Line Items]
Total principal amount					$ 1,255,206

Notes Payable (Details) - Schedule of Discloses the Aggregate Amount of Long-Term Borrowings	Sep. 30, 2024 USD ($)
Schedule of Discloses the Aggregate Amount of Long-Term Borrowings [Abstract]
2024
2025	739,541
2026
2027
2028
Total gross principal	739,541
(Less: debt discount, net of amortization)	(144,746)
Carrying value as of September 30, 2024	$ 594,795

Related Party Transactions (Details) - USD ($)			9 Months Ended
Related Party Transactions (Details) - USD ($)	Jun. 25, 2024	Sep. 25, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023	Dec. 22, 2023	Sep. 15, 2022
Related Party Transactions [Line Items]
Additional loan amount						$ 135,000
Equipment rental			50.00%
Net revenue			10.00%		10.00%
Territory license fees		$ 100,000	$ 100,000
Deferred revenue			$ 80,000
Warrant [Member]
Related Party Transactions [Line Items]
Purchase warrants			20,000,000
Purchase commitment option			$ 1,200,000
Exercise price per share			$ 0.25
Note Payable [Member]
Related Party Transactions [Line Items]
Principal amount			$ 2,289,590
Payment-in-kind interest and accrues regular interest			15.00%
Share-Based Payment Arrangement, Tranche One [Member]
Related Party Transactions [Line Items]
Purchase warrants			5,000,000
Issued, per share			$ 0.25
Share-Based Payment Arrangement, Tranche Two [Member]
Related Party Transactions [Line Items]
Issued, per share			0.5
Share-Based Payment Arrangement, Tranche Three [Member]
Related Party Transactions [Line Items]
Issued, per share			0.75
Share-Based Payment Arrangement, Tranche Four [Member]
Related Party Transactions [Line Items]
Issued, per share			$ 1
Measurement Input, Share Price [Member]
Related Party Transactions [Line Items]
Warrants and rights outstanding, measurement input			0.04
Measurement Input, Expected Term [Member]
Related Party Transactions [Line Items]
Warrants and rights outstanding, measurement input			5
Measurement Input, Option Volatility [Member]
Related Party Transactions [Line Items]
Warrants and rights outstanding, measurement input			150
Measurement Input, Risk Free Interest Rate [Member]
Related Party Transactions [Line Items]
Payment-in-kind interest and accrues regular interest			3.84%
CRYM Co-Invest LP [Member]
Related Party Transactions [Line Items]
Loan borrowing							$ 2,000,000
Simon Langelier [Member]
Related Party Transactions [Line Items]
Proceeds from related parties				$ 100,000
Simon Langelier [Member] \| Warrant [Member]
Related Party Transactions [Line Items]
Warrants issued			454,500
Warrant expire date			Apr. 17, 2027
Simon Langelier [Member] \| Note Payable [Member]
Related Party Transactions [Line Items]
Maturity date			Apr. 17, 2025
Health Diplomats Pte Ltd [Member]
Related Party Transactions [Line Items]
Proceeds from related parties				50,000
Health Diplomats Pte Ltd [Member] \| Warrant [Member]
Related Party Transactions [Line Items]
Warrants issued			227,250
Health Diplomats Pte Ltd [Member] \| Warrant [Member]
Related Party Transactions [Line Items]
Warrant expire date			Jun. 05, 2027
Health Diplomats Pte Ltd [Member] \| Note Payable [Member]
Related Party Transactions [Line Items]
Maturity date			Jun. 05, 2025
Mario Gobbo [Member]
Related Party Transactions [Line Items]
Proceeds from related parties				$ 25,000
Mario Gobbo [Member] \| Warrant [Member]
Related Party Transactions [Line Items]
Warrants issued			113,625
Mario Gobbo [Member] \| Warrant [Member]
Related Party Transactions [Line Items]
Warrant expire date			May 02, 2027
Mario Gobbo [Member] \| Note Payable [Member]
Related Party Transactions [Line Items]
Payment-in-kind interest and accrues regular interest			12.00%
Mario Gobbo [Member] \| Note Payable [Member]
Related Party Transactions [Line Items]
Maturity date			May 02, 2025
Related Party [Member]
Related Party Transactions [Line Items]
Territory license fees	$ 80,000
CRYM Co-Invest LP [Member]
Related Party Transactions [Line Items]
Beneficial owner investment control percentage							23.10%
CRYM Co-Invest [Member]
Related Party Transactions [Line Items]
Purchase commitment option			$ 1,200,000

Related Party Transactions (Details) - Schedule of Aggregate Amount of Long-term Borrowings from Related Parties Maturing - Related Parties [Member]	Sep. 30, 2024 USD ($)
Aggregate Amount of Long-Term Borrowings [Line Items]
2024
2025	2,731,949
2026
2027
2028
Total gross principal	2,731,949
Debt premium, net of amortization	19,364
(Less: debt discount, net of amortization)	(21,168)
Carrying value as of September 30, 2024	$ 2,730,145

Shareholders’ Equity (Details) - USD ($)				3 Months Ended						9 Months Ended
Shareholders’ Equity (Details) - USD ($)	Jan. 01, 2026	Jan. 01, 2025	Jun. 12, 2024	Sep. 30, 2024	Jun. 30, 2024	Mar. 31, 2024	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Shareholders’ Equity [Line Items]
Shares issued for services							400,000	187,500
Shares issued for services, value (in Dollars)							$ 50,000
Price per share (in Dollars per share)				$ 0.001						$ 0.001		$ 0.001
Shares issued							3,748,889
Shares exercised							100,000
Exercised stock options (in Dollars)							$ 16,000
Stock-based compensation expense (in Dollars)				$ 25,000			$ 143,289				$ 509,812
Shares of common stock						8,085,081	3,113,214			8,085,081
Exercise price (in Dollars per share)										$ 0.05
Total fair value (in Dollars)										$ 634,560
Shares vested				5,056,800						5,056,800
Vested expire term										Jan. 01, 2029
Warrant [Member]
Shareholders’ Equity [Line Items]
Shares issued for services				1,875,000	1,250,000
Shares issued for services, value (in Dollars)					$ 50,000
Shares issued, value (in Dollars)				$ 75,000	$ 708,151
Shares issued			2,125,000		13,225,000
Common Stock, Other Shares, Outstanding					9,772,494
Common Stock, Other Value, Outstanding (in Dollars)					$ 678,279
Prior period services [Member]
Shareholders’ Equity [Line Items]
Shares issued for services									62,500
Shares issued for services, value (in Dollars)									$ 21,875
Current period services [Member]
Shareholders’ Equity [Line Items]
Shares issued for services									187,500
$0.1399 [Member]
Shareholders’ Equity [Line Items]
Shares issued for services, value (in Dollars)								$ 8,744
Price per share (in Dollars per share)								$ 0.1399
$0.098 [Member]
Shareholders’ Equity [Line Items]
Shares issued for services								550,000
Shares issued for services, value (in Dollars)								$ 53,900
Price per share (in Dollars per share)								$ 0.098
$0.0995 [Member]
Shareholders’ Equity [Line Items]
Shares issued for services								187,000
Shares issued for services, value (in Dollars)								$ 18,607
Price per share (in Dollars per share)								$ 0.0995
$0.1088 [Member]
Shareholders’ Equity [Line Items]
Shares issued for services								10,000
Shares issued for services, value (in Dollars)								$ 1,088
Price per share (in Dollars per share)								$ 0.1088
$0.115 [Member]
Shareholders’ Equity [Line Items]
Shares issued for services								55,000
Shares issued for services, value (in Dollars)								$ 6,325
Price per share (in Dollars per share)								$ 0.115
$0.091 [Member]
Shareholders’ Equity [Line Items]
Shares issued for services								62,500
Shares issued for services, value (in Dollars)								$ 5,687
Price per share (in Dollars per share)								$ 0.091
$0.0909 [Member]
Shareholders’ Equity [Line Items]
Shares issued for services								62,500
Shares issued for services, value (in Dollars)								$ 5,681
Price per share (in Dollars per share)								$ 0.0909
$0.1399 [Member]
Shareholders’ Equity [Line Items]
Shares issued for services								62,500
Current period services [Member]
Shareholders’ Equity [Line Items]
Shares issued for services, value (in Dollars)									$ 65,626
Exercised Stock Options [Member]
Shareholders’ Equity [Line Items]
Shares exercised							100,000
Restricted Stock Units (RSUs) [Member]
Shareholders’ Equity [Line Items]
Shares issued for services						1,004,982	14,875	802,000	777,932
Shares issued for services, value (in Dollars)						$ 49,956	$ 1,384
Stock-based compensation expense (in Dollars)										$ 78,226
Unrecognized stock-based compensation cost (in Dollars)				$ 27,957			$ 259,532			$ 27,957	$ 259,532
Restricted Stock Units (RSUs) [Member] \| Prior period services [Member]
Shareholders’ Equity [Line Items]
Shares issued for services									1,100,000
Shares issued for services, value (in Dollars)									$ 197,890
Restricted Stock Units (RSUs) [Member] \| Current period services [Member]
Shareholders’ Equity [Line Items]
Shares issued for services, value (in Dollars)									$ 50,000
Common Stock Subscription Agreement [Member]
Shareholders’ Equity [Line Items]
Shares issued for services							4,148,889
Common Stock [Member]
Shareholders’ Equity [Line Items]
Shares issued, value (in Dollars)							$ 337,400
Forecast [Member]
Shareholders’ Equity [Line Items]
Shares vested	2,500,000	528,281
Vested expire term	Jan. 01, 2031	Jan. 01, 2030

Shareholders’ Equity (Details) - Schedule of Company's RSU Award Activity - Restricted Stock Units (RSUs) [Member] - $ / shares	3 Months Ended
	Sep. 30, 2024	Jun. 30, 2024	Mar. 31, 2024	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023
Schedule of Company's RSU Award Activity [Line Items]
Restricted Stock Units, Outstanding Beginning	1,111,728	1,111,728	2,185,210	2,290,085	2,336,585	1,453,857
Weighted Average Grant Date Fair Value, Outstanding Beginning	$ 0.18	$ 0.18	$ 0.2	$ 0.21	$ 0.21	$ 0.3
Restricted Stock Units, Granted					755,500	2,760,660
Weighted Average Grant Date Fair Value, Granted					$ 0.1	$ 0.17
Restricted Stock Units, Vested			(1,004,982)	(14,875)	(802,000)	(1,877,932)
Weighted Average Grant Date Fair Value, Vested			$ 0.23	$ 0.09	$ 0.12	$ 0.23
Restricted Stock Units, Forfeited			(68,500)
Weighted Average Grant Date Fair Value, Forfeited			$ 0.13
Restricted Stock Units, Outstanding Ending	1,111,728	1,111,728	1,111,728	2,275,210	2,290,085	2,336,585
Weighted Average Grant Date Fair Value, Outstanding Ending	$ 0.18	$ 0.18	$ 0.18	$ 0.2	$ 0.21	$ 0.21

Shareholders’ Equity (Details) - Schedule of Stock Option Activity - USD ($)	3 Months Ended						9 Months Ended
	Sep. 30, 2024	Jun. 30, 2024	Mar. 31, 2024	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2024
Schedule of Stock Option Activity [Abstract]
Stock Option Shares, Outstanding, Begining Balance	19,598,295	19,598,295	11,513,214	8,500,000	8,500,000	8,500,000	11,513,214
Weighted Average Exercise Price, Outstanding, Begining Balance	$ 0.12	$ 0.12	$ 0.17	$ 0.18	$ 0.18	$ 0.18	$ 0.17
Weighted Average Remaining Contractual Term, Outstanding, Begining Balance			7 years 3 months 18 days			8 years 6 months
Aggregate Intrinsic Value, Outstanding, Begining Balance	$ 2,038,489	$ 2,019,574	$ 1,962,017	$ 1,579,108	$ 1,579,108	$ 1,579,108	$ 1,962,017
Stock Option Shares, Granted			8,085,081	3,113,214			8,085,081
Weighted Average Exercise Price, Granted			$ 0.05	$ 0.15
Weighted Average Remaining Contractual Term, Granted			5 years 4 months 24 days
Aggregate Intrinsic Value, Granted				$ 382,909
Stock Option Shares, Exercised				(100,000)
Weighted Average Exercise Price, Exercised				$ 0.16
Stock Option Shares, Forfeited
Weighted Average Exercise Price, Forfeited
Weighted Average Remaining Contractual Term, Forfeited
Aggregate Intrinsic Value, Forfeited
Stock Option Shares, Outstanding, Ending Balance	19,598,295	19,598,295	19,598,295	11,513,214	8,500,000	8,500,000	19,598,295
Weighted Average Exercise Price, Outstanding, Ending Balance	$ 0.1	$ 0.12	$ 0.12	$ 0.18	$ 0.18	$ 0.18	$ 0.1
Weighted Average Remaining Contractual Term, Outstanding, Ending Balance	5 years 10 months 24 days	6 years 1 month 6 days	6 years 4 months 24 days	7 years 7 months 6 days	7 years 8 months 12 days	8 years
Aggregate Intrinsic Value, Outstanding, Ending Balance	$ 2,057,404	$ 2,038,489	$ 2,019,574	$ 1,962,017	$ 1,579,108	$ 1,579,108	$ 2,057,404

Shareholders’ Equity (Details) - Schedule of Warrant Activity - Warrant [Member] - USD ($)	3 Months Ended
	Sep. 30, 2024	Jun. 30, 2024	Mar. 31, 2024	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023
Schedule of Warrant Activity [Line Items]
Warrant Shares, Outstanding, Begining Balance	80,410,183	51,662,689	51,662,689	51,990,550	58,950,000	73,950,000
Weighted Average Exercise Price, Outstanding, Begining Balance	$ 0.31	$ 0.45	$ 0.45	$ 0.39	$ 0.4	$ 0.4
Weighted Average Remaining Contractual Term, Outstanding, Begining Balance			2 years 10 months 24 days			1 year
Aggregate Fair Value, Outstanding, Begining Balance	$ 3,587,642	$ 2,817,424	$ 2,817,424	$ 2,046,780	$ 1,867,754	$ 1,867,754
Warrant Shares, Granted	1,875,000	28,747,494		4,589,639	2,540,550
Weighted Average Exercise Price, Granted	$ 0.06	$ 0.06		$ 0.19	$ 0.25
Weighted Average Remaining Contractual Term, Granted
Aggregate Fair Value, Granted	$ 36,918	$ 770,218		$ 203,858	$ 179,026
Warrant Shares, Exercised
Weighted Average Exercise Price, Exercised
Weighted Average Remaining Contractual Term, Exercised
Aggregate Fair Value, Exercised
Warrant Shares, Expired				(1,000,000)	(9,500,000)	(15,000,000)
Weighted Average Exercise Price, Expired				$ 0.4	$ 0.4
Weighted Average Remaining Contractual Term, Expired
Aggregate Fair Value, Expired
Warrant Shares, Outstanding, Ending Balance	82,285,183	80,410,183	51,662,689	55,580,189	51,990,550	58,950,000
Weighted Average Exercise Price, Outstanding, Ending Balance	$ 0.31	$ 0.31	$ 0.45	$ 0.37	$ 0.39	$ 0.4
Weighted Average Remaining Contractual Term, Outstanding, Ending Balance	3 years	3 years 2 months 12 days	2 years 8 months 12 days	10 months 24 days	10 months 24 days	10 months 24 days
Aggregate Fair Value, Outstanding, Ending Balance	$ 3,624,560	$ 3,587,642	$ 2,817,424	$ 2,250,638	$ 2,046,780	$ 1,867,754

Income Taxes (Details)	9 Months Ended
Income Taxes (Details)	Sep. 30, 2024
Income Taxes [Abstract]
Effective tax rate	0.00%

Commitments & Contingencies (Details) - USD ($)	Sep. 30, 2024	Dec. 31, 2023
Commitments & Contingencies [Abstract]
Revenue obligation percent	10.00%	10.00%
Contingent royalty liability	$ 2,672,082	$ 1,185,000

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