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 UNITED
STATES

 SECURITIES
AND EXCHANGE COMMISSION

 Washington,
D.C. 20549

 FORM

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

 For
the fiscal year ended: December 31, 2023

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

 For
the transition period from ____________ to _____________

 Commission
File No. 000-53223

INC.

 (Exact
name of registrant as specified in its charter)

 Nevada

 82-5464863

 (State
 or other jurisdiction of

 incorporation
 or organization)

 (I.R.S.
 Employer

 Identification
 No.)

 Heritage Drive, Suite 205, Jupiter, FL

 33458

 (Address
 of Principal Executive Offices)

 (Zip
 Code)

 (561) 935-9955

 (Registrant's
telephone number, including area code)

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

 Title
 of each class

 Trading
 Symbol(s)

 Name
 of each exchange on which registered

 Not
 applicable.

registered pursuant to Section 12(g) of the Act:

 Common
Stock, $0.001 par value

 (Title
of class)

by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No

by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No

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

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

by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting
company. See definitions of "large accelerated filer," "accelerated filer," and "smaller reporting company"
in Rule 12b-2 of the Exchange Act. (Check one):

 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.

by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report.

 If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements.

by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation
received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).

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

 On
June 30, 2023, the last business day of the registrant's most recently completed second fiscal quarter, the aggregate market value
of the registrant's common stock held by non-affiliates of the registrant was approximately $ 3,310,195, based upon the closing
price on that date of the common stock of the registrant on the OTCQB of $0.08. Shares held by each executive officer and director and
by each person who owned 10% or more of the outstanding shares of common stock have been excluded from the calculation in that such persons
may be deemed to be affiliates of the registrant. This determination of affiliate status is not necessarily a conclusive determination
for other purposes.

 The
number of the registrant's shares of common stock outstanding was 131,793,088 as of May 13, 2024.

 DOCUMENTS
INCORPORATED BY REFERENCE

 None.

INC.

 TABLE
OF CONTENTS

 FORM

 For
the Year Ended December 31, 2023

 Page

 ITEM
 1.

 Business

 ITEM
 1A.

 Risk
 Factors

 ITEM
 1B.

 Unresolved
 Staff Comments

 ITEM
 1C.

 Cybersecurity

 ITEM
 2.

 Properties

 ITEM
 3.

 Legal
 Proceedings

 ITEM
 4.

 Mine
 Safety Disclosures

 PART
 II

 ITEM
 5.

 Market
 for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 ITEM
 6.

 [RESERVED]

 ITEM
 7.

 Management's
 Discussion and Analysis of Financial Condition and Results of Operations

 ITEM
 7A.

 Quantitative
 and Qualitative Disclosures About Market Risk

 ITEM
 8.

 Financial
 Statements and Supplementary Data

 ITEM
 9.

 Changes
 in and Disagreements with Accountants on Accounting and Financial Disclosure

 ITEM
 9A.

 Controls
 and Procedures

 ITEM
 9B.

 Other
 Information

 ITEM
 9C.

 Disclosure
 Regarding Foreign Jurisdictions that Prevent Inspections

 PART
 III

 ITEM
 10.

 Directors,
 Executive Officers and Corporate Governance

 ITEM
 11.

 Executive

 ITEM
 12.

 Security
 Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 ITEM
 13.

 Certain
 Relationships and Related Transactions, and Director Independence

 ITEM
 14.

 Principal
 Accounting Fees and Services

 PART
 IV

 ITEM
 15.

 Exhibits,
 Financial Statement Schedules

 ITEM
 16.

 Form
 10-K Summary

 Signatures

 PART
I

 CAUTIONARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS

 This
Annual Report on Form 10-K contains forward-looking statements made pursuant to the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995 under Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of
the Securities Exchange Act of 1934, as amended, or the Exchange Act. Forward-looking statements include statements with respect to our
beliefs, plans, objectives, goals, expectations, anticipations, assumptions, estimates, intentions, and future performance, and involve
known and unknown risks, uncertainties and other factors, which may be beyond our control, and which may cause our actual results, performance
or achievements to be materially different from future results, performance or achievements expressed or implied by such forward-looking
statements. All statements other than statements of historical fact are statements that could be forward-looking statements. You can
identify these forward-looking statements through our use of words such as "may," "can," "anticipate,"
"assume," "should," "indicate," "would," "believe," "contemplate,"
"expect," "seek," "estimate," "continue," "plan," "point to,"
"project," "predict," "could," "intend," "target," "potential"
and other similar words and expressions of the future.

 There
are a number of important factors that could cause the actual results to differ materially from those expressed in any forward-looking
statement made by us. These factors include, but are not limited to:

 our
 ability to meet the listing requirements of a national securities exchange;

 results
 and timing of our clinical trials and planned clinical trials;

 the
 timing of, and outcome of, regulatory approvals needed to market and commercialize our products;

 the
 cost, quality, availability, and reliability of the supply of materials and services needed for products;

 our
 ability to develop our medical technologies into viable products and services;

 the
 marketing success of our distribution partners;

 demand
 for, and market acceptance of, our products;

 our
 goals and strategies;

 our
 future business development, financial condition and results of operations;

 expected
 changes in our revenue, costs or expenditures;

 growth
 of and competition trends in our industry;

 our
 expectations regarding our relationships with investors, institutional funding partners and other parties with whom we collaborate;

 our
 expectation regarding the use of proceeds from our proposed public offering;

 fluctuations
 in general economic and business conditions in the markets in which we operate; and

 relevant
 government policies and regulations relating to our industry.

 These
forward-looking statements reflect our management's beliefs and views with respect to future events and are based on estimates
and assumptions as of May 13, 2024 and are subject to risks and uncertainties. We discuss many of these risks in greater detail under
"Item 1A. Risk Factors." Moreover, we operate in a very competitive and rapidly changing environment. New risks emerge
from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business
or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any
forward-looking statements we may make. Given these uncertainties, you should not place undue reliance on these forward-looking statements.

 You
should read this Annual Report on Form 10-K and the documents that we reference and have filed as exhibits to the Annual Report on Form
10-K completely and with the understanding that our actual future results may be materially different from what we expect. We qualify
all of the forward-looking statements in this Annual Report on Form 10-K by these cautionary statements. Except as required by law, we
undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise.

 Use
of Terms

 In
this report, "we," "us," "our," "our company", "Marizyme" and similar references
refer to Marizyme, Inc., a Nevada corporation, and its wholly-owned subsidiaries, Somahlution, Inc., a Delaware corporation ("Somahlution,
Inc."), Somaceutica, Inc., a Florida corporation ("Somaceutica"), Marizyme Sciences, Inc., a Florida corporation ("Marizyme
Sciences"), and My Health Logic Inc., a corporation incorporated pursuant to the laws of the Province of Alberta, Canada ("My
Health Logic"), and (ii) the term "common stock" refers to the common stock, par value $0.001 per share, of Marizyme,
Inc., a Nevada corporation. The financial information included herein is presented in United States dollars, or U.S. Dollars, the functional
currency of our company.

 Note
Regarding Trademarks, Trade Names and Service Marks

 Solely
for convenience, our trademarks and tradenames referred to in this report may appear without the or symbols, but such references
are not intended to indicate in any way that we will not assert, to the fullest extent under applicable law, our rights to these trademarks
and tradenames.

 Summary
of Risk Factors

 The
following is a summary of material risks that could affect our business. This summary may not contain all of our material risks, and
it is qualified in its entirety by the more detailed risk factors set forth under "Item 1A. Risk Factors ".

 Risks
Related to Our Business

 We
 have incurred losses since inception, and we anticipate that we will incur continued losses for the foreseeable future. Moreover,
 our independent registered public accounting firm's report, contained herein, includes an explanatory paragraph that expresses
 substantial doubt about our ability to continue as a going concern, indicating the possibility that we may not be able to operate
 in the future.

 We
 defaulted under the Convertible Notes, and as a result, the Convertible Note holders may accelerate amounts owed under such Convertible
 Notes and seek to take possession the assets securing our obligations. Our other indebtedness could also expose us to risks that
 could adversely affect our business, financial condition and results of operations.

 Management
 identified a material weakness in our internal controls, and filature to remediate it or any future ineffectiveness of internal controls
 could have a material adverse effect on the Company's business and the price of its common stock.

 If
 we continue to fail to company with the rules under the Sarbanes-Oxley Act of 2002 related to disclosure controls and procedures,
 or, if we discover additional material weaknesses and other deficiencies in our internal control and accounting procedures, our securities'
 prices could decline significantly and raising capital could be more difficult.

 Misconduct
 of employees, subcontractors, agents and business partners could cause us to lose existing contracts or customers and adversely affect
 our ability to obtain new contracts and customers and could have a significant adverse impact on our business and reputation.

 We
 have limited working capital.

 We
 have a limited operational history.

 If
 we fail to retain current members of our senior management, or to identify, attract, integrate and retain additional key personnel,
 our business will be harmed.

 If
 we do not generate sufficient cash flow from operations in the future, we may not be able to fund our product development efforts
 and acquisitions or fulfill our future obligations.

 We
 will require substantial additional funding which may not be available to us on acceptable terms, or at all. Failing to raise the
 necessary additional capital could force us to delay, reduce, eliminate or abandon growth initiatives, development or commercialization
 of our technologies and products.

 We
 may not be able to monetize intangible assets, which may result in the need to record an impairment charge.

 Acquisitions
 present many risks, and we may not realize the financial and strategic goals we anticipate at the time of an acquisition.

 The
 medical device market is highly competitive, and we may not be able to effectively compete against other providers of medical devices,
 particularly those with greater resources.

 Our
 future performance may depend on the success of products we have not yet developed or acquired.

 Our
 products may never achieve market acceptance.

 We
 may delay or terminate the development or acquisition of a product at any time if we believe the perceived market or commercial opportunity
 does not justify further investment, which could materially harm our business.

 Product
 liability lawsuits against us could cause us to incur substantial liabilities and to limit commercialization of any products that
 we may develop or acquire.

 We
 may not be able to protect or enforce our intellectual property rights, which could impair our competitive position.

 Confidentiality
 agreements with employees and others may not adequately prevent disclosure of trade secrets and other proprietary information and
 may not adequately protect our intellectual property.

 We
 may be subject to intellectual property infringement claims by third parties which could be costly to defend, divert management's
 attention and resources, and may result in liability.

 Competitors
 may violate our intellectual property rights, and we may bring litigation to protect and enforce our intellectual property rights,
 which may result in substantial expense and may divert our attention from implementing our business strategy.

 We
 may be dependent on third-party manufacturers since we will not initially directly manufacture our products.

 We
 currently have no marketing and sales organization and have limited experience as a company in commercializing products, and we may
 need to invest significant resources to develop these capabilities. If we are unable to establish marketing and sales capabilities
 in the United States, we may not be able to generate substantial product revenue.

 The
 COVID-19 pandemic has adversely impacted the Company's supply chain and could materially and adversely affect our ability to
 conduct clinical trials and engage with our third-party vendors and thereby have a material adverse effect on our financial results.

 Risks
Related to Government Regulation

 Only
 one of our products has been authorized for marketing in the United States, other products may not be granted authorization, and
 any authorization may be subject to significant limitations.

 Failure
 to obtain regulatory approvals in foreign jurisdictions will prevent us from marketing our products internationally.

 Even
 if we receive regulatory approval for any product we may develop or acquire, we will be subject to ongoing regulatory obligations
 and continued regulatory review, which may result in significant additional expense and subject us to penalties if we fail to comply
 with applicable regulatory requirements.

 Healthcare
 reform measures could hinder or prevent our products' commercial success.

 If
 we fail to comply with healthcare regulations, we could face substantial penalties and our business, operations and financial condition
 could be adversely affected.

 Risks
Related to This Offering and Ownership of Our Securities

 Our
 efforts to obtain and maintain a listing of our common stock on the Nasdaq Capital Market may fail and may not prevent, or may cause,
 the decline of the value of your common stock.

 Substantial
 future sales or issuances of our securities, or the perception in the public markets that these sales or issuances may occur, may
 depress the price of our common stock. Also, future issuances of our common stock or rights to purchase common stock could result
 in additional dilution of the percentage ownership of our stockholders and could cause the prices of our common stock to fall.

 ITEM
1. BUSINESS

 Company
Overview

 Marizyme,
Inc. ("Marizyme" or the "Company") is a medical technology company changing the landscape of cardiac care by
delivering innovative solutions for coronary artery bypass graft (CABG) surgery.

 Since
October 2023, DuraGraft has been authorized for marketing by the U.S. Food and Drug Administration, or FDA, for use as an intra-operative
vascular conduit storage and flushing solution used during CABG surgeries in the United States, subject to applicable risks, mitigation
requirements, and control provisions. Since August 2014, DuraGraft has also had the CE marking required to be sold in the EEA, and DuraGraft
has therefore been assessed as meeting the EEA safety, health, and environmental protection requirements.

 With
 DuraGraft receiving its FDA clearance, Marizyme is now working toward its utilization and revenue generation in the United States.
 The U.S. commercialization plan is focused on penetrating and driving utilization in hospital integrated networks and the cardiac
 suite, utilizing a small targeted and efficient direct sales force, direct sales targeting with patient focus on diabetics, and high-risk
 patients and utilizing digital marketing. The Company intends to generate revenues based on its persuasive clinical data and indication
 for use.

 As
part of its U.S. commercialization plan, Marizyme has been working with a large hospital integrated network to execute on a strategic
collaboration for a planned multi-center randomized DuraGraft clinical trial in the U.S. and a utilization agreement to use DuraGraft
across a large network of hospitals.

 These
initiatives will be in addition to continued efforts to expand DuraGraft sales in Europe and Asia. The Company continues to work
closely with distributors in Austria, Spain, the United Kingdom, Italy, Singapore, Turkey, and the Philippines, among others.

 We
also continue to focus on the development of MAR-FG-001, a technology for use in fat grafting procedures formulated as a tumescent solution
base for protecting adipose tissue during adipose tissue harvesting and storage.

 We
have either paused or significantly slowed down the development of our other pipeline technologies, including Krillase, and MATLOC. Our
MATLOC CKD point-of-care device is still being developed through a Sponsored Research Agreement, or SRA. An SRA is an agreement (which
may be classified as a grant, contract or cooperative agreement) under which one party (the "Sponsor") provides funding to
a second party to support the performance of a specified research project or related activity. The Sponsor may be a foundation, government
agency, for-profit entity, research institute, or another university. Apart from the SRA, no additional capital is going to the Krillase
or MATLOC pipeline technologies.

 In
the near term, we expect to generate revenue primarily from the sale of DuraGraft through the expansion of our international marketing
efforts by our distribution partners in Europe and in other countries that accept CE marking. We intend to commercialize DuraGraft in
the U.S. primarily through hospital integrated networks using our own direct sales force. We anticipate that once we commence marketing
and sales operations for DuraGraft in the U.S., we will be able to generate sustainable revenue growth and continue the expansion od
DuraGraft and expedite the development of MAR-FG-001 into medical products.

 Our
Corporate History and Structure

 Marizyme,
Inc. is a Nevada corporation that was incorporated on March 20, 2007. From 2007 to early 2018, we operated under a number of different
names with different management teams and in different industries. We changed our name to Marizyme, Inc. on March 21, 2018, to reflect
our new life science focus, and at that time we also changed our common stock ticker symbol to "MRZM."

 In
September 2018, we acquired assets relating to Krillase, a technology intended for the treatment of certain harmful
blockages, plaque and biofilms, from ACB Holding AB, Reg. No. 559119-5762, a company incorporated and organized under the laws of Sweden
("ACB Holding"). In July 2020, we acquired from Somahlution, Inc., a Delaware corporation ("Somahlution, Inc."),
Somahlution, LLC, a Delaware limited liability company ("Somahlution, LLC"), and Somaceutica LLC, a Delaware limited liability
company ("Somaceutica LLC"), which we refer to together as "Somahlution," all of the assets of Somahlution, including
our DuraGraft-related assets, as well as the outstanding capital stock of Somahlution, Inc., which we refer to as the "Somahlution
Assets." In December 2021, we acquired My Health Logic and assets relating to MATLOC, a technology intended
for the screening of biomarkers relating to CKD, from Health Logic Interactive Inc. ("HLII"). In connection with the My Health
Logic acquisition, David Barthel, former chief executive officer of HLII and My Health Logic, became our Chief Executive Officer and
a member of our board of directors; George Kovalyov, previously the chief operating officer and a director of HLII, became our Chief
Financial Officer and Treasurer; and Harrison Ross, previously the Chief Financial Officer of HLII, became our Vice President of Finance.

 The
Company previously planned to develop and commercialize FDA-approved products based on the Krillase assets. We suspended these plans
due to our determination to prioritize the completion of regulatory processes to obtain FDA authorization for the commercialization of
DuraGraft in the United States and the development of a functional MATLOC device prototype and MAR-FG-001-based viable products. We intend
to maintain the Krillase assets for potential future development and commercialization or disposition. Any determination as to these
matters would be based on a number of factors. See " Management's Discussion and Analysis of Financial Condition and Results
of Operations – Principal Factors Affecting Our Financial Performance " for a summary of factors that we may consider
in this respect.

 There
is no assurance that any of our intellectual property assets will ever be developed and fully commercialized and generate significant
revenues or will ever attract significant interest from potential buyers or investors. See " Risk Factors – Risks Related
to Our Business – We may not be able to monetize intangible assets, which may result in the need to record an impairment charge. "

 Our
Products

 Through
our acquisition of the Somahlution Assets in July 2020, we acquired key intellectual assets based on a patent-protected cytoprotective
platform technology designed to reduce ischemic injury to organs and tissues in grafting and transplantation surgeries. These assets
include DuraGraft, a first-in-class, De Novo granted and CE marked intra-operative vascular graft storage and flushing solution used
during CABG surgeries.

is the first and only medical product that has received authorization by the FDA for marketing for use as an intra-operative vascular
conduit storage and flushing solution used during CABG surgeries.

 Further,
DuraGraft carries CE marking and is approved for marketing in 36 countries outside the United States on three continents, including all
countries in the European Union, or the EU, including Spain, Austria, Ireland, Germany, and Italy, as well as countries outside the EU
including the United Kingdom, or the UK, Turkey, Switzerland, Chile, and the Philippines. DuraGraft is also the only patented product
for this indication. The DuraGraft patent portfolio includes granted patents and pending applications in over 30 countries throughout
the world, including patents granted in the United States, Europe, Australia, India, Argentina, South Africa, Mexico, and several Asian
countries.

 Cardiac
care is a large and growing industry. According to the U.S. Centers for Disease Control and Prevention, or CDC, the estimated average
annual US cost of coronary heart disease is $219 billion (Centers for Disease Control and Prevention, Office of Policy, Performance,
and Evaluation, "Health Topics – Heart Disease and Heart Attack." POLARIS, August 17, 2021). According to a
market analysis report, the size of the CABG procedures market globally was approximately $10.2 billion as of 2022 (Rahul Gotadki, Market
Research Future, "Coronary Artery Bypass Graft Market Research Report Information By Type (Off-Pump, On-Pump, Minimally Invasive
Direct CABG, Endoscopic Vein Harvesting and Others), By Procedure (Single CABG Surgery, Double CABG Surgery, Triple CABG Surgery, Quadruple
CABG Surgery and Others), By End-User (Hospitals, Cardiology Clinics, Research Institutes and Others), and By Region (North America,
Europe, Asia-Pacific, And Rest Of The World) – Market Forecast Till 2030.", July 2023). The same source reports that this
market is forecast to increase at a compound annual growth rate, or CAGR, of 8.20% between 2023 and 2030. Globally, it is estimated that
more than 1 million CABG procedures are performed worldwide each year (Gaudino, Mario, Weill Cornell Medicine, "Method Using Artery
for Coronary Artery Bypass Linked to Better Long-term Outcomes Than Using Vein," July 14, 2020), with procedures performed in the
U.S. being a substantial percentage of the total global procedures performed. According to the American Heart Association, CABG is the
most common type of open-heart surgery in the United States with more than 500,000 surgeries performed each year (The Society of Thoracic
Surgeons, "Coronary Artery Bypass Grafting (CABG)." The Patient Guide to Heart, Lung, and Esophageal Surgery, May
2019).

 is the first and only FDA cleared medical device for use as an intra-operative vascular conduit storage and flushing solution used
 during CABG surgeries and is intended for the flushing and storage of the saphenous vein grafts used in CABG surgery.

 This
 is important because 30% of vein grafts fail in the first year following CABG surgery and ~ 49% fail at the patient level
 (due to a patient having multiple vein grafts). This means repeat CABG surgery procedures, increasing the risk of additional vein
 graft failures and putting financial strain on hospital systems.

 With
DuraGraft, patients can benefit through:

 Reduced
 wall thickening, which is the earliest detectable sign of vein graft disease.

 Prevention
 of oxidative damage, therefore slowing the progression of vein graft failure.

 Oxidative
 damage is the primary mediator of ischemic injury.

 The
 reduction of oxidative damage maintains the structural and functional integrity of vascular conduits.

 Reduced
 mortality – DuraGraft was shown to reduce mortality at 3 years post-CABG.

 Hospitals
and Physicians receive benefits through:

 Increased
 storage time (four hours)

 No
 change in training or the surgical procedure

 Increased
 savings through the reduction of repeat procedures and hospital stays.

 The
mechanism of action for DuraGraft is through the reduction of oxidative damage which maintains the structural and functional integrity
of vascular conduits.

 Marketing

 Having
received FDA authorization for marketing of DuraGraft, we are proceeding with our plans to commercialize DuraGraft in the United States
and continue to generate international revenue growth from sales of DuraGraft. In the U.S. marketplace, we intend to employ a small direct
sales force focusing on marketing and sales to hospital integrated networks. We have also begun the process of developing the U.S. CABG
market for DuraGraft with select clinical studies, the development of known opinion leaders, or KOLs, the promotion of existing publications,
and digital marketing. We will also seek to develop and commercialize additional applications for the technology underlying DuraGraft.

 Our
DuraGraft commercialization plan using its CE marking and existing distribution partners in select European and Asian countries resumed
in the second quarter of 2022, with a targeted approach based on market access, existing KOLs, clinical data and revenue penetration.
In Europe and elsewhere, we will continue our DuraGraft marketing efforts relying on our DuraGraft CE marking and our distribution partners.
The CE marking signifies that DuraGraft may be sold in the EEA and that DuraGraft has been assessed as meeting safety, health, and environmental
protection requirements. We are currently working with local distributors of cardiovascular disease-related products, in accordance with
local regulatory requirements, to sell and increase the market share of DuraGraft in Spain, Austria, Switzerland, Germany, Chile, Turkey,
Italy, and the UK among others.

 In
December 2021, we acquired My Health Logic, its lab-on-chip technology platform and its in-development patient-centric, digital point-of-care
screening and diagnostic device, MATLOC. Our MATLOC CKD point-of-care device is still being developed through a Sponsored Research Agreement,
otherwise all capital and effort toward the project has been paused due to the capital position of the Company.

 MAR-FG-001

 In
November 2021, we reinitiated the development of MAR-FG-001, our fat grafting technology. MAR-FG-001 is a tumescent solution base for
fat grafting procedures that may be used for plastic and cosmetic surgeries. The Company intends to develop MAR-FG-001 for use during
these and other fat grafting procedures.

 Fat
grafting is a surgical process used in medical reconstructive and other plastic surgery procedures in which fat is transferred from one
area of the body to another (known as "autologous fat grafting" or simply "fat grafting") to correct a defect,
replace injured tissue, or to make cosmetic enhancements.

 Compared
to standard solutions, we believe that MAR-FG-001 could better protect adipose tissue from ischemic and oxidative injury and increase
adipocyte and stromal cell viability, which is key to improving retention of fat volume thereby improving patient outcomes following
fat grafting procedures.

 The
global market for autologous fat grafting was estimated to be $699.96 million in 2021 and was projected to grow at a CAGR of 8.62% until
2028 ("Global Autologous Fat Grafting Market – Industry Trends and Forecast to 2028," Data Bridge Market Research,
December 2020). Growing preference for the use of non-invasive aesthetic techniques in skin rejuvenation, more rapid recovery with lesser
allergic risks and reduced downtime compared to other procedures are some of the factors contributing to increasing demand. The adoption
rate for autologous fat grafting procedures in the United States was 2.2% of all augmentation and reconstruction procedures as of 2018,
suggesting significant potential for growth of adoption of these procedures ("Autologous Fat Grafting Market Analysis By Product
(Integrated Fat Transfer Systems, Aspiration and Harvesting Systems, Liposuction Systems, Fat Processing Systems, De-epithelialization
Devices), By Application & Region - Global Market Insights 2021 to 2031," Fact. MR, March 2022). With approximately 22.4 million
plastic surgeries performed in the United States in 2020 (American Society of Plastic Surgeons, "Plastic Surgery Statistics Report
– 2020," April 27, 2021), there is potential for widespread implementation of innovative fat grafting systems.

 MAR-FG-001
is currently in development and is not yet available for sale in any markets.

 Our
Competitive Strengths

 We
believe that the following competitive strength will enable us to compete effectively:

 Superior,
 first-in-class vascular graft storage and flushing solution. DuraGraft is the first and only medical product that has received
 authorization by the FDA for marketing for use as an intra-operative vascular conduit storage and flushing solution used during CABG
 surgeries. DuraGraft is also the only product certified for marketing in Europe and other jurisdictions for this indication.

 Our
Growth Strategies

 We
will strive to grow our business by pursuing the following key growth strategies:

 Commercialize
 DuraGraft.

 Develop
 MAR-FG-001 fat grafting technology and related products.

 The
strategic plans described above will require capital. We will not receive any of the required capital in this offering except upon
the exercise of warrants held by the selling stockholders for issuance of the shares of common stock that are being registered for
resale by the registration statement of which this prospectus forms a part. There can be no assurances that we will be able to raise
the capital that we need to execute our plans or that capital, whether through securities offerings, either private or public, will
be available to us on acceptable terms, if at all. An inability to raise sufficient funds could cause us to scale back our
development and growth plans or discontinue them altogether. IIn addition, the Company is dependent upon certain contract
manufacturers and suppliers and their ability to reliably and efficiently fulfill its orders is critical to the Company's
business success. The COVID-19 pandemic has impacted and may continue to impact certain of the Company's manufacturers and
suppliers. As a result, the Company has faced and may continue to face delays or difficulty sourcing certain products, which could
negatively affect the Company's business and financial results.

 While
it is not possible at this time to estimate the total impact that COVID-19 could have on our business in the future, the continued spread
of COVID-19 and variants of the virus, the rate of vaccinations regionally and globally and the measures taken by the government authorities,
and any future epidemic disease outbreaks, could: Disrupt the supply chain and the manufacture or shipment of products and supplies for
use by us in our research activities and by strategic partners for their distribution and sales activities; delay, limit or prevent us
in our research activities and strategic partners in their distribution and sales activities; impede our negotiations with strategic
partners; impede testing, monitoring, data collection and analysis and other related activities by us; interrupt or delay the operations
of the FDA or other regulatory authorities, which may impact review and approval timelines for initiation of clinical trials or marketing;
or impede the launch or commercialization of any approved products; any of which could delay our strategic partnership plans, increase
our operating costs, and have a material adverse effect on our business, financial condition and results of operations.

 For
further discussion of the impact of the COVID-19 pandemic on our business, please see " Management's Discussion and Analysis
of Financial Condition and Results of Operations ", and " Risk Factors – Risks Related to Our Business
– The COVID-19 pandemic has adversely impacted the Company's supply chain and could materially and adversely affect our ability
to conduct clinical trials and engage with our third-party vendors and thereby have a material adverse effect on our financial results. "

 Our
Growth Strategies

 We
will strive to grow our business by pursuing the following key growth strategies:

 Commercialize
 DuraGraft and related products. Continue (i) the distribution of DuraGraft, in Europe and other countries that accept the
 CE marking and (ii) the development, regulatory approval and commercialization of DuraGraft in the United States. Having
 received FDA authorization for marketing of DuraGraft, we are proceeding with our plans to commercialize DuraGraft in the United
 States and continue to generate international revenue growth from sales of DuraGraft

 Develop
 MAR-FG-001 fat grafting technology and products. Continue with the development of MAR-FG-001 to validate its protective abilities
 and its improvements to the retention of fa

 The
strategic plans described above will require capital. There can be no assurances that we will be able to raise the capital that we need
to execute our plans or that capital, whether through securities offerings, either private or public, or other sources, will be available
to us on acceptable terms, if at all. An inability to raise sufficient funds could cause us to scale back our development and growth
plans or discontinue them altogether.

 Impact
of COVID-19 Pandemic

 The
Company has been impacted by the COVID-19 pandemic and related supply chain shortages and other economic conditions, and some of its
earlier plans to diversify and expand its operations were delayed as a result. Moreover, the impact of the COVID-19 pandemic on the Company's
supply chain and its ability to produce DuraGraft inventory was a primary reason that we did not generate substantial revenue from sales
of DuraGraft during 2021 and 2022. The Company's inventory production of DuraGraft returned to its pre-pandemic level at the end
of the second quarter of 2022, but lingering effects of the COVID-19 pandemic continued to depress demand for DuraGraft and cause revenues
from DuraGraft during the first and second quarters of 2023 to be minimal. There can be no assurance that future supply chain disruptions
and other effects of COVID-19 outbreaks will not adversely impact our revenues.

 In
addition, the Company is dependent upon certain contract manufacturers and suppliers and their ability to reliably and efficiently fulfill
its orders is critical to the Company's business success. The COVID-19 pandemic has impacted and may continue to impact certain
of the Company's manufacturers and suppliers. As a result, the Company has faced and may continue to face delays or difficulty
sourcing certain products, which could negatively affect the Company's business and financial results.

 While
it is not possible at this time to estimate the total impact that COVID-19 could have on our business in the future, the continued spread
of COVID-19 and variants of the virus, the rate of vaccinations regionally and globally and the measures taken by the government authorities,
and any future epidemic disease outbreaks, could: Disrupt the supply chain and the manufacture or shipment of products and supplies for
use by us in our research activities and by strategic partners for their distribution and sales activities; delay, limit or prevent us
in our research activities and strategic partners in their distribution and sales activities; impede our negotiations with strategic
partners; impede testing, monitoring, data collection and analysis and other related activities by us; interrupt or delay the operations
of the FDA or other regulatory authorities, which may impact review and approval timelines for initiation of clinical trials or marketing;
or impede the launch or commercialization of any approved products; any of which could delay our strategic partnership plans, increase
our operating costs, and have a material adverse effect on our business, financial condition and results of operations.

 For
a further discussion of the potential impact of the COVID-19 pandemic on our business, please see "Item 1A. Risk Factors –
Risks Related to Our Business – The COVID-19 pandemic has adversely impacted the Company's supply chain and could materially
and adversely affect our ability to conduct clinical trials and engage with our third-party vendors and thereby have a material adverse
effect on our financial results. "

 Corporate
Information

 Our
principal executive office is located at 555 Heritage Drive, Suite 205, Jupiter, Florida 33458 and our telephone number is (561) 935-9955.
We maintain a website at www.marizyme.com. Information available on this website is not incorporated by reference in and is not deemed
a part of this report. Our filings with the SEC are available for inspection through the SEC's website at

 Competition

 Competition
in the medical device and life science industries is intense. Our competitors include pharmaceutical companies and biotechnology companies,
as well as universities and public and private research institutions. In addition, companies that are active in different but related
fields represent substantial competition for us. Many of our competitors have significantly greater capital resources, larger research
and development staffs and facilities and greater experience in medical device development, regulation, manufacturing and marketing than
we do. These organizations also compete with us to recruit qualified personnel, attract partners for joint ventures or other collaborations,
and license technologies that are competitive with ours. To compete successfully in this industry, we must identify novel and unique
medical devices or methods of treatment and then complete the development of those medical devices as treatments.

 The
medical devices that we are attempting to develop will have to compete with existing therapies. In addition, a large number of companies
are pursuing the development of medical devices that target the same conditions that we are targeting, and other companies have existing
products or medical devices in various stages of pre-clinical or clinical development.

 Intellectual
Property

 Patents,
Trademarks, Franchises, Concessions, Royalty Agreements, or Labor Contracts

 We
own, through the acquisitions of MATLOC, Krillase, DuraGraft, and other assets, various patents, trademarks and other intangibles.

 Patent
Portfolio

 Upon
our acquisition of the Somahlution Assets, we acquired all of the Somahlution intellectual property relating to the Somahlution products,
including patents rights and trademarks relating to DuraGraft. In addition, prior to the closing of the acquisition of the Somahlution
Assets, in certain countries, we paid the costs relating to the filing and registration of patent applications and we were granted ownership
rights to DuraGraft patents issued in those countries.

 As
a result of the My Health Logic acquisition, we received the exclusive patent rights to all of My Health Logic's intellectual property,
including patents rights and trademarks relating to the MATLOC platform and products.

 Upon
the acquisition of the Krillase platform assets from ACB Holding AB, a Swedish corporation, we acquired patents and patent applications
relating to the Krillase technology.

 As
of May 13, 2024, we own the following patents:

 Product
 Type

 Country/
 Jurisdiction

 Official
 No.

 Status

 Title

 Argentina

 AR098508
 B1

 FOR INCREASING THE STABILITY AND SHELF LIFE OF AN ORGAN AND TISSUE PRESERVATION SOLUTION

 2014353199

 FOR INCREASING THE STABILITY AND SHELF LIFE OF AN ORGAN TISSUE PRESERVATION SOLUTION

 Austria

 ORGAN

 Austria

 Austria

 FOR INCREASING THE STABILITY AND SHELF LIFE OF AN ORGAN TISSUE PRESERVATION SOLUTION

 Belgium

 ORGAN

 Belgium

 Belgium

 FOR INCREASING THE STABILITY AND SHELF LIFE OF AN ORGAN TISSUE PRESERVATION SOLUTION

 Brazil

 BR112016006512-3

 FOR INCREASING THE STABILITY AND SHELF LIFE OF AN ORGAN AND TISSUE PRESERVATION SOLUTION

 2923441

 FOR INCREASING THE STABILITY AND SHELF LIFE OF AN ORGAN TISSUE PRESERVATION SOLUTION

 China

 201480024203.2

 FORMULATIONS
 CONTAINING POLY (0-2-HYDROXYETHYL) STARCH FOR INCREASING THE OXYGEN-CONTENT, STABILITY AND SHELF LIFE OF AN ORGAN AND TISSUE PRESERVATION

 China

 ZL201480061943.3

 FOR INCREASING THE STABILITY AND SHELF LIFE OF AN ORGAN TISSUE PRESERVATION SOLUTION

 Czechia

 FOR INCREASING THE STABILITY AND SHELF LIFE OF AN ORGAN TISSUE PRESERVATION SOLUTION

 Denmark

 ORGAN

 Denmark

 Denmark

 FOR INCREASING THE STABILITY AND SHELF LIFE OF AN ORGAN TISSUE PRESERVATION SOLUTION

 EPO

 EP
 Granted

 ORGAN

 EPO

 EPO

 EP
 Granted

 FOR INCREASING THE STABILITY AND SHELF LIFE OF AN ORGAN TISSUE PRESERVATION SOLUTION

 France

 ORGAN

 France

 France

 FOR INCREASING THE STABILITY AND SHELF LIFE OF AN ORGAN TISSUE PRESERVATION SOLUTION

 Germany

 ORGAN

 Germany

 Germany

 602014048320.8

 FOR INCREASING THE STABILITY AND SHELF LIFE OF AN ORGAN TISSUE PRESERVATION SOLUTION

 India

 5238/DELNP/2015

 ORGAN

 India

 403699

 India

 201617013141

 FOR INCREASING THE STABILITY AND SHELF LIFE OF AN ORGAN TISSUE PRESERVATION SOLUTION

 Indonesia

 P00201603372

 FOR INCREASING THE STABILITY AND SHELF LIFE OF AN ORGAN TISSUE PRESERVATION SOLUTION

 Ireland

 Ireland

 FOR INCREASING THE STABILITY AND SHELF LIFE OF AN ORGAN TISSUE PRESERVATION SOLUTION

 Israel

 244834

 FOR INCREASING THE STABILITY AND SHELF LIFE OF AN ORGAN TISSUE PRESERVATION SOLUTION

 Italy

 ORGAN

 Italy

 Italy

 FOR INCREASING THE STABILITY AND SHELF LIFE OF AN ORGAN TISSUE PRESERVATION SOLUTION

 Japan

 2016-525916

 FOR INCREASING THE STABILITY AND SHELF LIFE OF AN ORGAN TISSUE PRESERVATION SOLUTION

 Jordan

 334/2014

 FOR INCREASING THE STABILITY AND SHELF LIFE OF AN ORGAN AND TISSUE PRESERVATION SOLUTION

 Kuwait

 159PA/2014

 FOR INCREASING THE STABILITY AND SHELF LIFE OF AN ORGAN TISSUE PRESERVATION SOLUTION

 Malaysia

 MY-181282-A

 FOR INCREASING THE STABILITY AND SHELF LIFE OF AN ORGAN TISSUE PRESERVATION SOLUTION

 Mexico

 371723

 ORGAN

 Mexico

 378411

 FOR INCREASING THE STABILITY AND SHELF LIFE OF AN ORGAN TISSUE PRESERVATION SOLUTION

 Netherlands

 ORGAN

 Netherlands

 Netherlands

 FOR INCREASING THE STABILITY AND SHELF LIFE OF AN ORGAN TISSUE PRESERVATION SOLUTION

 New
 Zealand

 718991

 FOR INCREASING THE STABILITY AND SHELF LIFE OF AN ORGAN TISSUE PRESERVATION SOLUTION

 ORGAN

 FOR INCREASING THE STABILITY AND SHELF LIFE OF AN ORGAN TISSUE PRESERVATION SOLUTION

 Philippines

 1-2016-500909

 FOR INCREASING THE STABILITY AND SHELF LIFE OF AN ORGAN TISSUE PRESERVATION SOLUTION

 Republic
 of Korea

 2428676

 FOR INCREASING THE STABILITY AND SHELF LIFE OF AN ORGAN TISSUE PRESERVATION SOLUTION

 Republic
 of Korea

 2022-7026130

 FOR INCREASING THE STABILITY AND SHELF LIFE OF AN ORGAN TISSUE PRESERVATION SOLUTION

 10201709595W

 FOR INCREASING THE STABILITY AND SHELF LIFE OF AN ORGAN AND TISSUE PRESERVATION SOLUTION

 10202204548W

 FOR INCREASING THE STABILITY AND SHELF LIFE OF AN ORGAN AND TISSUE PRESERVATION SOLUTION

 11201604002V

 FOR INCREASING THE STABILITY AND SHELF LIFE OF AN ORGAN TISSUE PRESERVATION SOLUTION

 South

 2015/04103

 ORGAN

 South

 2015/04284

 South

 2016/02253

 FOR INCREASING THE STABILITY AND SHELF LIFE OF AN ORGAN TISSUE PRESERVATION SOLUTION

 Spain

 ES2724238

 ORGAN

 Spain

 Spain

 FOR INCREASING THE STABILITY AND SHELF LIFE OF AN ORGAN TISSUE PRESERVATION SOLUTION

 Sri
 Lanka

 18739

 FOR INCREASING THE STABILITY AND SHELF LIFE OF AN ORGAN TISSUE PRESERVATION SOLUTION

 Sweden

 ORGAN

 Sweden

 Sweden

 FOR INCREASING THE STABILITY AND SHELF LIFE OF AN ORGAN TISSUE PRESERVATION SOLUTION

 ORGAN

 FOR INCREASING THE STABILITY AND SHELF LIFE OF AN ORGAN TISSUE PRESERVATION SOLUTION

 TW103115212

 FORMULATIONS
 CONTAINING POLY (0-2-HYDROXYETHYL) STARCH FOR INCREASING THE OXYGEN-CONTENT, STABILITY AND SHELF LIFE OF AN ORGAN AND TISSUE PRESERVATION

 TW103114889

 FORMULATIONS
 FOR INCREASING THE OXYGEN-CONTENT, STABILITY AND SHELF LIFE OF AN ORGAN AND TISSUE PRESERVATION SOLUTION

 I540961

 I524843

 103140510

 FOR INCREASING THE STABILITY AND SHELF LIFE OF AN ORGAN AND TISSUE PRESERVATION SOLUTION

 Thailand

 1601002666

 FOR INCREASING THE STABILITY AND SHELF LIFE OF AN ORGAN TISSUE PRESERVATION SOLUTION

 FOR INCREASING THE STABILITY AND SHELF LIFE OF AN ORGAN TISSUE PRESERVATION SOLUTION

 ORGAN

 FOR INCREASING THE STABILITY AND SHELF LIFE OF AN ORGAN TISSUE PRESERVATION SOLUTION

 14/654168

 Petition
 to Revive pending

 ORGAN

 14/654170

 63/285386

 METHOD
 OF PROVIDING POSTOPERATIVE PROTECTION IN PATIENTS UNDERGOING CORONARY ARTERY BYPASS GRAFT SURGERY

 17/684,495

 FOR INCREASING THE STABILITY AND SHELF LIFE OF AN ORGAN TISSUE PRESERVATION SOLUTION

 11,291,201

 FOR INCREASING THE STABILITY AND SHELF LIFE OF AN ORGAN TISSUE PRESERVATION SOLUTION

 63/331,777

 POWDER
 FORMULATIONS AND USE THEREOF IN MEDICAL AND/OR SURGICAL PROCEDURES

 63/333,122

 FOR PRESERVATION OF VEINOUS AND ARTERIAL GRAFTS IN DIABETIC PATIENTS

 63/333,123

 FOR INHIBITION OF ENDOTHELIAL DAMAGE

 63/333,505

 FOR PRESERVING TISSUES OR ORGANS IN PATIENTS WITH AND WITHOUT LEFT MAIN DISEASE UNDERGOING ISOLATED CABG

 63/333,510

 FO RMYOCARDIAL PROTECTION DURING GRAFTING

 63/333,514

 FOR STORING VEIN GRAFTS

 63/342,370

 USE
 OF CYTOPROTECTANT FORMULATIONS IN CELL OR TISSUE TRANSPORT AND/OR STORAGE

 63/401,486

 ANTIOXIDANT-CONTAINING
 EYE DROP FORMULATIONS AND METHODS OF TREATMENT USING SAME

 Vietnam

 1-2016-01625

 FOR INCREASING THE STABILITY AND SHELF LIFE OF AN ORGAN TISSUE PRESERVATION SOLUTION

 Vietnam

 1-2022-04720

 FOR INCREASING THE STABILITY AND SHELF LIFE OF AN ORGAN TISSUE PRESERVATION SOLUTION

 2019292557

 COMPOSITIONS AND METHODS FOR THE TREATMENT OF THROMBOSIS AND DELIVERY BY MEDICAL DEVICES

 Brazil

 BR1120210048090

 COMPOSITIONS AND METHODS FOR THE TREATMENT OF THROMBOSIS AND DELIVERY BY MEDICAL DEVICES

 3110779

 COMPOSITIONS AND METHODS FOR THE TREATMENT OF THROMBOSIS AND DELIVERY BY MEDICAL DEVICES

 China

 201980057015.2

 COMPOSITIONS AND METHODS FOR THE TREATMENT OF THROMBOSIS AND DELIVERY BY MEDICAL DEVICES

 Costa
 Rica

 2021-0059

 COMPOSITIONS AND METHODS FOR THE TREATMENT OF THROMBOSIS AND DELIVERY BY MEDICAL DEVICES

 EAPO

 202190494

 COMPOSITIONS AND METHODS FOR THE TREATMENT OF THROMBOSIS AND DELIVERY BY MEDICAL DEVICES

 EPO

 07865205.4

 A
 CONTROLLED RELEASE ENZYMATIC COMPOSITION AND METHODS OF USE

 EPO

 21217552.5

 A
 CONTROLLED RELEASE ENZYMATIC COMPOSITION AND METHODS OF USE

 EPO

 13712728.8

 MIXTURE
 OF ENZYMES FROM ANTARCTIC KRILL FOR USE IN THE REMOVAL OF A BIOFILM

 EPO

 19824845.2

 COMPOSITIONS AND METHODS FOR THE TREATMENT OF THROMBOSIS AND DELIVERY BY MEDICAL DEVICES

 Hong
 Kong

 62021038660.8

 COMPOSITIONS AND METHODS FOR THE TREATMENT OF THROMBOSIS AND DELIVERY BY MEDICAL DEVICES

 Indonesia

 P00202102501

 COMPOSITIONS AND METHODS FOR THE TREATMENT OF THROMBOSIS AND DELIVERY BY MEDICAL DEVICES

 Japan

 2021-517700

 COMPOSITIONS AND METHODS FOR THE TREATMENT OF THROMBOSIS AND DELIVERY BY MEDICAL DEVICES

 South

 2021/00693

 COMPOSITIONS AND METHODS FOR THE TREATMENT OF THROMBOSIS AND DELIVERY BY MEDICAL DEVICES

 16/457291

 COMPOSITIONS AND METHODS FOR THE TREATMENT OF THROMBOSIS AND DELIVERY BY MEDICAL DEVICES

 Somaceutica

 17/261929

 DERMATOLOGICAL
 COMPOSITIONS FOR PROVIDING NUTRIENTS TO SKIN AND METHODS THEREOF

 As
of May 13, 2024, we are the licensee of the following patents:

 Product
 Type

 Country/
 Jurisdiction

 Official
 No.

 Status

 Title

 Owner/Licensee

 EPO

 19867662.9

 A
 PASSIVE MIXING MICROFLUIDIC URINARY ALBUMIN CHIP (UAL-CHIP) FOR CHRONIC KIDNEY DISEASE ASSESSMENT

 Owned

 3,108,813

 A
 PASSIVE MIXING MICROFLUIDIC URINARY ALBUMIN CHIP (UAL-CHIP) FOR CHRONIC KIDNEY DISEASE ASSESSMENT

 Owned

 17/266,217

 A
 PASSIVE MIXING MICROFLUIDIC URINARY ALBUMIN CHIP (UAL-CHIP) FOR CHRONIC KIDNEY DISEASE ASSESSMENT

 Owned

 EPO

 19852466.2

 METHOD
 FOR DEVELOPMENT OF MICROFLUIDIC ASSAY DEVICE PROTOTYPE

 Owned
 by University of Manitoba. Marizyme is exercising its option for exclusive license.

 3108991

 METHOD
 FOR DEVELOPMENT OF MICROFLUIDIC ASSAY DEVICE PROTOTYPE

 Owned
 by University of Manitoba. Marizyme is exercising its option for exclusive license.

 17/266204

 METHOD
 FOR DEVELOPMENT OF MICROFLUIDIC ASSAY DEVICE PROTOTYPE

 Owned
 by University of Manitoba. Marizyme is exercising its option for exclusive license.

 63/333,054

 MICROFLUIDIC
 URINE ALBUMIN/CREATININE CHIP (uARC-CHIP) FOR CHRONIC KIDNEY DISEASE EVALUATION

 Owned

 63/322,958

 PAPER-BASED
 MICROFLUIDIC CHIP FOR MEASUREMENT OF CYSTATIN C IN PLASMA AND SERUM (CYS-C PAPER CHIP)

 Owned

 Trademarks

 As
of May 13, 2024, we own the following trademarks:

 Application
 No.

 Registration
 No.

 Country/
 Jurisdiction

 Case
 Status

 Title

 97/401623

 CYTOPRO

 3408723

 2852586

 Argentina

 186456

 186456

 Bangladesh

 5285-2015

 164842C

 Bolivia

 909398577

 909398577

 Brazil

 47145

 47145

 Brunei
 Darussalam

 1662655

 TMA969008

 1156204

 1185551

 Chile

 2015-11331

 265653

 Costa
 Rica

 2015-32539

 227843

 Dominican
 Republic

 2015-21165

 IEPI/2017/TI/2587

 Ecuador

 2015004632

 212663

 Guatemala

 303632968

 303632968

 Hong
 Kong

 D002015022001

 IDM000591043

 Indonesia

 JO/T/1/120445

 140912

 Jordan

 169368

 169368

 Kuwait

 A0040426

 Madrid
 Protocol (TM)

 2015058165

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 Nicaragua

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 Pakistan

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 Panama

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 Paraguay

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 Peru

 2015/13465

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 South

 198823

 198823

 Sri
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 AE246475

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 Arab Emirates

 469705

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 Uruguay

 97/271792

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 African
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 Belarus

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 Colombia

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 Cuba

 Egypt

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 Finland

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 Iceland

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 India

 264333

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 Israel

 2014-353219

 Japan

 Kazakhstan

 Kenya

 Kyrgyzstan

 Liechtenstein

 Morocco

 995906

 New
 Zealand

 Oman

 Philippines

 Republic
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 Russian
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 T1405531A

 Tunisia

 2014/35608

 Ukraine

 Uzbekistan

 Vietnam

 1571411

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 GALA

 840635028

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 Brazil

 GALA

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 China

 GALA

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 Union

 GALA

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 GALA

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 GALA

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 Japan

 GALA

 Madrid
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 1994/09732

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 Sweden

 Finland

 France

 Germany

 Portugal

 Spain

 WO0000000690472

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 MARIZYME

 90/460461

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 166845

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 Union

 166845

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 1863383

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 Union

 3713217

 India

 2017-366542

 Japan

 Liechtenstein

 UK00801379788

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 47144

 Brunei
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 Hong
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 JO/T/1/142669

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 Jordan

 2018-4350

 Kuwait

 A0043179

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 Other
Intellectual Property

 We
own the internet domain names www.marizyme.com and www.somahlution.com, which are our primary operating websites. We own additional websites
which are reserved for future operations. The information contained in our websites is not incorporated by reference in this report.

 We
generally control access to and use of our proprietary technology and other confidential information through the use of internal and
external controls, including contractual protections with employees, contractors, customers, and partners, and our software is protected
by U.S. and international copyright laws. In this regard, we have signed confidentiality agreements with all of our current and former
employees and consultants. Despite our efforts to protect our trade secrets and proprietary rights through intellectual property rights,
licenses, and confidentiality agreements, unauthorized parties may still copy or otherwise obtain and use our software and technology.
In addition, the laws of some foreign countries in which we sold products do not protect our proprietary rights as fully as do the laws
of the United States. There can be no assurance that our means of protecting our proprietary rights in the United States or abroad were
adequate or that competition will not independently develop similar technology.

 Manufacturing,
Distribution and Marketing

 We
do not own or operate, and currently have no plans to establish, any manufacturing or distribution facilities. We expect to rely on third
parties for the manufacture and distribution of the medical technology devices that we commercialize.

 Having
received FDA authorization for marketing of DuraGraft, we are proceeding with our plans to commercialize DuraGraft in the United States
and continue to generate international revenue growth from sales of DuraGraft. In the U.S. marketplace, we intend to employ a small direct
sales force focusing on marketing and sales to hospital integrated networks. We have also begun the process of developing the U.S. CABG
market for DuraGraft with select clinical studies, the development of KOLs, the promotion of existing publications, and digital marketing.
We will also seek to develop and commercialize additional applications for the technology underlying DuraGraft. In Europe and elsewhere,
we will continue our DuraGraft marketing efforts relying on our DuraGraft CE marking and our distribution partners. The CE marking signifies
that DuraGraft may be sold in the EEA and that DuraGraft has been assessed as meeting safety, health, and environmental protection requirements.
We are currently working with local distributors of cardiovascular disease-related products, in accordance with local regulatory requirements,
to sell and increase the market share of DuraGraft in Spain, Austria, Switzerland, Germany, Chile, Turkey, Italy, and the UK among others.

 After
the development of a functional MATLOC prototype and further development of MAR-FG-001, we intend to enter into a commercialization arrangement
with strategic and distribution partners who will be responsible for the marketing and sales of these technology platforms. If we are
not able to find appropriate strategic and distribution partners or our partners are unable to achieve our sales goals, we will need
to develop our own marketing and sales capabilities, which we expect would require more time and resources. As we do not anticipate obtaining
FDA marketing authorization for MATLOC and MAR-FG-001 products within the near-term future, we intend to market MATLOC and MAR-FG-001
in other jurisdictions in which we may sell related products.

 Our
marketing and sales strategies in non-U.S. markets integrate a digital and social marketing campaign, and we also plan to use this type
of marketing in the United States for any product that receives FDA approval.

 Seasonality
and Cyclicality

 Our
operating results and operating cash flows have not been subject to significant seasonal variations. We do not expect this pattern to
change in the near term.

 Employees

 As
of May 13, 2024, the Company had 11 full-time employees and two full-time consultants.

 Environmental
Regulations

 We
do not believe that we are or will become subject to any environmental laws or regulations of the United States, Europe or Asia other
than laws or regulations applicable to U.S. publicly-traded companies in general. However, see "Item 1A. Risk Factors –
Risks Related to Government Regulation – Climate change and increased focus by governments, stockholders and customers on sustainability
issues, including those related to climate change, may have a material adverse effect on our business and operations. " for
discussion of material related risks. While we believe that our products and business activities do not currently violate any laws, any
regulatory changes that impose additional restrictions or requirements on us or on our products or potential customers could adversely
affect us by increasing our operating costs or decreasing demand for our products, which could have a material adverse effect on our
results of operations.

 Reorganizations,
Purchase or Sale of Assets

 Other
than as described above, there have been no other material reclassifications, mergers, consolidations, purchases or sales of a significant
amount of assets not done in the ordinary course of business pertaining to the Company.

 Regulation

 The
FDA, European Union competent authorities and comparable regulatory authorities in state and local jurisdictions and in other countries
impose substantial and burdensome requirements upon companies involved in the clinical development, manufacture, marketing and distribution
of medical device products such as those the Company has developed and is developing. These agencies and federal, state and local entities
regulate, among other things, the research and development, testing, manufacture, quality control, safety, effectiveness, labelling,
storage, record keeping, approval, advertising and promotion, distribution, post-approval monitoring and reporting, sampling and export
and import of the Company's medical device medical devices. To comply with the regulatory requirements in each of the jurisdictions
in which the Company is marketing or seeking to market and subsequently sell its products, the Company is establishing processes and
resources to provide oversight of the development, approval processes and launch (including post market surveillance) of its products
and to position those products in order to gain market share.

 We
believe that we are and will continue to be in compliance in all material respects with applicable statutes and the regulations passed
in the United States. There are no current orders or directions relating to our company with respect to the foregoing laws and regulations.

 U.S.
Government Regulation

 In
the United States, the FDA approves and regulates medical devices under the Federal Food, Drug, and Cosmetic Act, and its implementing
regulations.

 The
process of obtaining regulatory approvals and the subsequent compliance with applicable federal, state, local and foreign statutes and
regulations requires the expenditure of substantial time and financial resources. Failure to comply with the applicable U.S. requirements
at any time during the product development process, approval process or after approval, may subject an applicant to a variety of administrative
or judicial sanctions, such as the FDA's refusal to approve pending Market Authorizations, withdrawal of an approval, imposition
of a clinical hold, issuance of warning letters, product recalls, product seizures, total or partial suspension of production or distribution,
injunctions, fines, refusals of government contracts, restitution, disgorgement or civil or criminal penalties.

 The
process required by the FDA before a medical device may be marketed in the United States generally involves the following:

 completion
 of design control activities (including design verification activities such as pre-clinical laboratory tests, engineering tests,
 animal studies and formulation studies in compliance with the FDA's good laboratory practice, or good laboratory practices
 ("GLPs") regulations and 21 CFR part 820 regulations;

 Submission
 to the FDA of an investigational device exemption, or IDE, which must become approved before human clinical trials may begin;

 approval
 by an institutional review board, or IRB, of the study protocol and informed consent forms for the clinical site before each trial
 may be initiated. Multiple sites may necessitate the involvement of multiple IRBs and submissions;

 performance
 of adequate and well-controlled human clinical trials in accordance with good clinical practices ("GCPs"), requirements
 to establish the safety and efficacy of the proposed medical device product for each indication;

 submission
 to the FDA of a Marketing Application (510(k), De Novo, Premarket Approval (PMA), etc.) which would include the study reports of
 the clinical trials, pre-clinical testing, design verification and validation activities, labeling, etc. as well as other required
 sections to be included in the Marketing Authorization;

 satisfactory
 completion of an FDA advisory committee review, if applicable;

 satisfactory
 completion of an FDA inspection of the manufacturing facility or facilities at which the product is produced to assess compliance
 with current good manufacturing practices ("cGMPs") or PAI (Pre-approved Inspection) requirements and to assure that
 the facilities, methods and controls are adequate to preserve the medical device's identity, quality; and

 FDA
 clearance of the medical device.

 Pre-clinical
Studies and Clinical Trials for Medical Devices

 Pre-clinical
studies include laboratory evaluation of the medical device product's chemistry, engineering testing, stability, biocompatibility
(including toxicity) and shipping (container closure), as well as animal studies to assess potential safety and efficacy. An IDE sponsor
must submit the results of the pre-clinical tests, together with manufacturing information, testing, data and any available clinical
data or literature, among other things, to the FDA as part of an IDE. Some pre-clinical testing may continue even after the IDE is submitted.
An IDE automatically becomes effective 30 days after receipt by the FDA, unless before that time the FDA raises concerns or questions
related to one or more proposed clinical trials and places the clinical trial on a clinical hold. In such a case, the IDE sponsor and
the FDA must resolve any outstanding concerns before the clinical trial can begin. As a result, submission of an IDE may not result in
the FDA allowing clinical trials to commence.

 Clinical
trials involve the use of the investigational device to human subjects pursuant to a clinical protocol, under the supervision of qualified
investigators in accordance with GCPs requirements, which include the requirement that all research subjects provide their informed consent
in writing for their participation in any clinical trial. Clinical trials are conducted under protocols detailing, among other things,
the objectives or endpoints of the trial, the parameters to be used in monitoring safety, and the effectiveness criteria to be evaluated.
A protocol for each clinical trial and any subsequent protocol amendments must be submitted to the FDA under the IDE. In addition, an
IRB (central or at each institution participating in the clinical trial) must review and approve the plan for any clinical trial before
it commences at that institution. Information about certain clinical trials must be submitted within specific timeframes to the National
Institutes of Health ("NIH") for public dissemination on their www.clinicaltrials.gov website.

 Progress
reports detailing the results of the clinical trials must be submitted at least annually to the FDA and more frequently if serious adverse
events occur. Furthermore, the FDA or the sponsor may suspend or terminate a clinical trial at any time on various grounds, including
a finding that the research subjects are being exposed to an unacceptable health risk. Similarly, an IRB can suspend or terminate approval
of a clinical trial at its institution if the clinical trial is not being conducted in accordance with the IRB's requirements or
if the medical device has been associated with unexpected serious harm to patients.

 FDA
Approval of Medical Devices

 The
results of the pre-clinical studies and engineering testing, together with detailed information relating to the product's composition,
manufacture, quality controls and proposed labeling, among other things, and assuming successful completion of clinical testing (if required)
are submitted to the FDA as part of a market approval application, requesting clearance to market the product for one or more indications.
In most cases, the submission of a market approval application is subject to a substantial application user fee. Under the Medical Device
User Fee Act ("MDUFA"), guidelines that are currently in effect are dependent on type of submission, and typically the FDA
has a goal that ranges between 100 – 300 days from the date of "filing" of a standard market approval application for
the substantive review. This total review typically takes longer from the date of submission because the FDA has approximately 15 days
to make a "filing" decision. Additionally, if during the filing decision or the substantive review the FDA determines a sponsor
must provide additional information (AI), the sponsor has 180 days to provide requested information and during such time, the FDA review
clock is halted.

 Before
clearing a market approval application, the FDA typically will inspect the facility or facilities where the product is manufactured.
The FDA will not clear an application unless it determines that the manufacturing processes and facilities are in compliance with cGMPs
requirements and adequate to assure consistent production of the product within required specifications. Additionally, before clearing
a market approval application, the FDA may inspect one or more clinical trial sites to assure compliance with GCPs requirements.

 After
evaluating the market approval application and all related information, including the advisory committee recommendation, if any, and
inspection reports regarding the manufacturing facilities and clinical trial sites, the FDA may issue clearance in a form consistent
with the type of application. A complete response letter must contain a statement of specific items that prevent the FDA from approving
the application and will also contain conditions that must be met in order to secure final approval of the market approval application
and may require additional clinical or pre-clinical testing in order for FDA to reconsider the application. Even with submission of this
additional information, the FDA ultimately may decide that the application does not satisfy the regulatory criteria for approval. If
and when those conditions have been met to the FDA's satisfaction, the FDA will typically issue an approval letter. An approval
letter authorizes clearance to commercially market the medical device product with specific instructions for use for specific indications.

 The
FDA De Novo Classification request provides a marketing pathway to classify novel medical devices for which no legally marketed predicate
device exists and general controls or general and special controls provide reasonable assurance of safety and effectiveness for the intended
use. The De Novo classification is a risk-based classification process and devices that are classified into Class I or Class II through
a De Novo classification request may be marketed and used as predicates for future premarket notification submissions. With the granting
by the FDA of a De Novo request, the new device is authorized to be marketed in the United States and a new classification regulation
for the device type is established.

 A
510(k) application is another premarket submission process made available by the FDA which may be used by itself or in combination with
a De Novo classification request to demonstrate that the device to be marketed is at least as safe and effective (substantially equivalent)
to a legally marketed device that is not otherwise subject to pre-market approval requirements. Submitters under a 510(k) application
must compare their device to one or more similar legally marketed devices (predicates) and make and support their substantial equivalency
claims. Until the submitter receives an order declaring a device substantially equivalent, the submitter may not proceed to market the
device. Once the device is determined to be substantially equivalent, it can then be marketed in the United States.

 Even
if the FDA clears a product, it may limit the approved indications for use of the product, require that contraindications, warnings or
precautions be included in the product labeling, require that post-approval studies be conducted to further assess safety after approval,
require testing and surveillance programs to monitor the product after commercialization, or impose other conditions, including distribution
and use restrictions or other risk management mechanisms which can materially affect the potential market and profitability of the product.
The FDA may prevent or limit further marketing of a product based on the results of post-marketing studies or surveillance programs.
After approval, some types of changes to the approved product, such as adding new indications, manufacturing changes, and additional
labeling claims, are subject to further testing requirements and FDA review and approval.

 U.S.
Post-Approval Requirements for Medical Devices

 Medical
device products manufactured or distributed pursuant to FDA clearance are subject to pervasive and continuing regulation by the FDA,
including, among other things, requirements relating to recordkeeping, periodic reporting, product sampling and distribution, advertising
and promotion and reporting of adverse experiences with the product. After approval, most changes to the approved product, such as adding
new indications or other labeling claims are subject to prior FDA review and approval. There are also continuing, annual user fee requirements
for any marketed products and the establishments at which such products are manufactured, as well as new application fees for supplemental
applications with clinical data.

 The
FDA may impose a number of post-approval requirements as a condition of approval of a MA. For example, the FDA may require post-marketing
testing and surveillance to further assess and monitor the product's safety and effectiveness after commercialization.

 In
addition, medical device manufacturers and other entities involved in the design, manufacture and distribution of approved products are
required to register their establishments with the FDA and state agencies and are subject to periodic unannounced inspections by the
FDA and these state agencies for compliance with cGMPs requirements. Changes to the manufacturing process are strictly regulated and
often require prior FDA approval before being implemented. FDA regulations also require investigation and correction of any deviations
from cGMPs requirements and impose reporting and documentation requirements upon the sponsor and any third-party manufacturers that the
sponsor may decide to use. Accordingly, manufacturers must continue to expend time, money and effort in the area of production and quality
control to maintain cGMPs compliance.

 Once
approval is granted, the FDA may withdraw the approval if compliance with regulatory requirements and standards is not maintained or
if problems occur after the product reaches the market. Later discovery of previously unknown problems with a product, including adverse
events of unanticipated severity or frequency, or with manufacturing processes, or failure to comply with regulatory requirements, may
result in mandatory revisions to the approved labeling to add new safety information; imposition of post-market studies or clinical trials
to assess new safety risks; or imposition of distribution or other restrictions. Other potential consequences include, but are not limited
to:

 restrictions
 on the marketing or manufacturing of the product, complete withdrawal of the product from the market or product recalls;

 fines,
 warning letters or holds on post-approval clinical trials;

 refusal
 of the FDA to approve pending sponsor MAs or supplements to approved MAs, or suspension or revocation of product approvals;

 product
 seizure or detention, or refusal to permit the import or export of products; or

 injunctions
 or the imposition of civil or criminal penalties.

 The
FDA strictly regulates marketing, labeling, advertising and promotion of products that are placed on the market. Devices may be promoted
only for the approved indications and in accordance with the provisions of the approved label. The FDA and other agencies actively enforce
the laws and regulations prohibiting the promotion of off-label uses, and a company that is found to have improperly promoted off-label
uses may be subject to significant liability. In addition, products, if deemed adulterated, can lead to serious consequences as set forth
above as well as civil and criminal penalties.

 U.S.
Medical Regulatory Matters Relating to Medical Devices

 Manufacturing,
sales, promotion and other activities of medical devices following product approval, where applicable, or commercialization are also
subject to regulation by numerous regulatory authorities in the United States in addition to the FDA, which may include the Centers for
Medicare & Medicaid Services, or CMS, other divisions of the Department of Health and Human Services, or HHS, the Department of Justice,
the Drug Enforcement Administration, the Consumer Product Safety Commission, the Federal Trade Commission, the Occupational Safety &
Health Administration, the Environmental Protection Agency, and state and local governments and governmental agencies.

 Other
U.S. Healthcare Laws Governing Medical Devices

 In
addition to FDA restrictions on marketing of medical devices, other U.S. federal and state healthcare regulatory laws restrict business
practices in the medical industry, which include, but are not limited to, state and federal anti-kickback, false claims, data privacy
and security and physician payment and medical device pricing transparency laws.

 The
U.S. federal Anti-Kickback Statute prohibits, among other things, any person or entity from knowingly and willfully offering, paying,
soliciting, receiving or providing any remuneration, directly or indirectly, overtly or covertly, to induce or in return for purchasing,
leasing, ordering, or arranging for or recommending the purchase, lease, or order of any good, facility, item or service reimbursable,
in whole or in part, under Medicare, Medicaid or other federal healthcare programs. The term "remuneration" has been broadly
interpreted to include anything of value. The Anti-Kickback Statute has been interpreted to apply to arrangements between device manufacturers
on the one hand and prescribers, purchasers, formulary managers and beneficiaries on the other. Although there are a number of statutory
exceptions and regulatory safe harbors protecting some common activities from prosecution, the exceptions and safe harbors are drawn
narrowly. Practices that involve remuneration that may be alleged to be intended to induce prescribing, purchases, or recommendations
may be subject to scrutiny if they do not meet the requirements of a statutory or regulatory exception or safe harbor. Failure to meet
all of the requirements of a particular applicable statutory exception or regulatory safe harbor does not make the conduct per se illegal
under the U.S. federal Anti-Kickback Statute. Instead, the legality of the arrangement will be evaluated on a case-by-case basis based
on a cumulative review of all its facts and circumstances. Several courts have interpreted the statute's intent requirement to
mean that if anyone purpose of an arrangement involving remuneration is to induce referrals of federal healthcare covered business, the
statute has been violated.

the intent standard under the U.S. federal Anti-Kickback Statute was amended by the Patient Protection and Affordable Care Act, as amended
by the Health Care and Education Reconciliation Act of 2010, or collectively, the ACA, to a stricter standard such that a person or entity
does not need to have actual knowledge of the statute or specific intent to violate it in order to have committed a violation. In addition,
the ACA codified case law that a claim including items or services resulting from a violation of the U.S. federal Anti-Kickback Statute
constitutes a false or fraudulent claim for purposes of the federal civil False Claims Act. The majority of states also have anti-kickback
laws, which establish similar prohibitions and, in some cases, may apply to items or services reimbursed by any third-party payor, including
commercial insurers.

 The
federal false claims and civil monetary penalties laws, including the civil False Claims Act, prohibit any person or entity from, among
other things, knowingly presenting, or causing to be presented, a false, fictitious or fraudulent claim for payment to, or approval by,
the federal government, knowingly making, using, or causing to be made or used a false record or statement material to a false or fraudulent
claim to the federal government, or from knowingly making a false statement to avoid, decrease or conceal an obligation to pay money
to the U.S. federal government. A claim includes "any request or demand" for money or property presented to the U.S. government.
Actions under the civil False Claims Act may be brought by the Attorney General or as a qui tam action by a private individual in the
name of the government. Violations of the civil False Claims Act can result in very significant monetary penalties and treble damages.
Several healthcare companies have been prosecuted under these laws for, among other things, allegedly providing free product to customers
with the expectation that the customers would bill federal programs for the product. Other companies have been prosecuted for causing
false claims to be submitted because of the companies' marketing of products for unapproved, or off-label, uses. Companies also
have been prosecuted for allegedly violating the Anti-Kickback Statute and False Claims Act as a result of impermissible arrangements
between companies and healthcare practitioners or as a result of the provision of remuneration by the companies to the healthcare practitioners.
In addition, the civil monetary penalties statute imposes penalties against any person who is determined to have presented or caused
to be presented a claim to a federal health program that the person knows or should know is for an item or service that was not provided
as claimed or is false or fraudulent. Many states also have similar fraud and abuse statutes or regulations that apply to items and services
reimbursed under Medicaid and other state programs, or, in several states, apply regardless of the payor.

 Violations
of fraud and abuse laws, including federal and state anti-kickback and false claims laws, may be punishable by criminal and civil sanctions,
including fines and civil monetary penalties, the possibility of exclusion from federal healthcare programs (including Medicare and Medicaid),
disgorgement and corporate integrity agreements, which impose, among other things, rigorous operational and monitoring requirements on
companies. Similar sanctions and penalties, as well as imprisonment, also can be imposed upon executive officers and employees of such
companies. Given the significant size of actual and potential settlements, it is expected that the government authorities will continue
to devote substantial resources to investigating healthcare providers' and manufacturers' compliance with applicable fraud
and abuse laws.

 The
federal Health Insurance Portability and Accountability Act of 1996, or HIPAA, created additional federal criminal statutes that prohibit,
among other actions, knowingly and willfully executing, or attempting to execute, a scheme to defraud any healthcare benefit program,
including private third-party payors, knowingly and willfully embezzling or stealing from a healthcare benefit program, willfully obstructing
a criminal investigation of a healthcare offense and knowingly and willfully falsifying, concealing or covering up a material fact or
making any materially false, fictitious or fraudulent statement in connection with the delivery of or payment for healthcare benefits,
items or services. Similar to the U.S. federal Anti-Kickback Statute, the ACA broadened the reach of certain criminal healthcare fraud
statutes created under HIPAA by amending the intent requirement such that a person or entity does not need to have actual knowledge of
the statute or specific intent to violate it in order to have committed a violation.

 In
addition, there has been a recent trend of increased federal and state regulation of payments made to physicians and certain other healthcare
providers. The ACA imposed, among other things, new annual reporting requirements through the Physician Payments Sunshine Act for covered
manufacturers for certain payments and "transfers of value" provided to physicians and teaching hospitals, as well as ownership
and investment interests held by physicians and their immediate family members. Failure to submit timely, accurately and completely the
required information for all payments, transfers of value and ownership or investment interests may result in civil monetary penalties
of up to an aggregate of $150,000 per year and up to an aggregate of $1 million per year for "knowing failures." Covered
manufacturers must submit reports by the 90th day of each subsequent calendar year. In addition, certain states require the implementation
of compliance programs and compliance with the pharmaceutical industry's voluntary compliance guidelines and the relevant compliance
guidance promulgated by the federal government, impose restrictions on marketing practices and/or tracking and reporting of gifts, compensation
and other remuneration or items of value provided to physicians and other healthcare professionals and entities.

 The
Company may also be subject to data privacy and security regulation by both the federal government and the states in which the Company
conducts its business. HIPAA, as amended by the Health Information Technology for Economic and Clinical Health Act, or HITECH, and their
respective implementing regulations, including the Final HIPAA Omnibus Rule, published on January 25, 2013, impose specified requirements
relating to the privacy, security and transmission of individually identifiable health information held by covered entities and their
business associates. Among other things, HITECH made HIPAA's security standards directly applicable to "business associates,"
defined as independent contractors or agents of covered entities that create, receive, maintain or transmit protected health information
in connection with providing a service for or on behalf of a covered entity. HITECH also increased the civil and criminal penalties that
may be imposed against covered entities, business associates and possibly other persons, and gave state attorneys general new authority
to file civil actions for damages or injunctions in federal courts to enforce the federal HIPAA laws and seek attorney's fees and
costs associated with pursuing federal civil actions. In addition, state laws govern the privacy and security of health information in
certain circumstances, many of which differ from each other in significant ways and may not have the same requirements, thus complicating
compliance efforts. In the European Union ("EU"), similar privacy requirements have been implemented under EU Law General
Data Protection Regulation (GDPR 2016/679). These requirements include provisions related to the processing of personal data of individuals
within the EEA and also addresses the transfer of personal data outside the EU and EEA areas.

 Coverage
and Reimbursement

 Significant
uncertainty exists as to the coverage and reimbursement status of any products for which the Company obtains regulatory approval. In
the United States and markets in other countries, patients who are prescribed treatments for their conditions and providers performing
the prescribed services generally rely on third-party payors to reimburse all or part of the associated healthcare costs. Patients are
unlikely to use the Company's products unless coverage is provided and reimbursement is adequate to cover a significant portion
of the cost of the Company's products. Sales of any products for which the Company receives regulatory approval for commercial
sale will, therefore depend, in part, on the availability of coverage and adequate reimbursement from third-party payors. Third-party
payors include government authorities, managed care plans, private health insurers and other organizations. In the United States, the
process for determining whether a third-party payor will provide coverage for a product typically is separate from the process for setting
the price of such product or for establishing the reimbursement rate that the payor will pay for the product once coverage is approved.
Third-party payors may limit coverage to specific products on an approved list, which might not include all of the FDA-approved products
for a particular indication. A decision by a third-party payor not to cover the Company's medical devices could reduce physician
utilization of the Company's products once approved and have a material adverse effect on the Company's sales, results of
operations and financial condition. Moreover, a third-party payor's decision to provide coverage for a product does not imply that
an adequate reimbursement rate will be approved. Adequate third-party reimbursement may not be available to enable the Company to maintain
price levels sufficient to realize an appropriate return on the Company's investment in product development. Additionally, coverage
and reimbursement for products can differ significantly from payor to payor. One third-party payor's decision to cover a particular
product or service does not ensure that other payors will also provide coverage for the product or service or will provide coverage at
an adequate reimbursement rate. As a result, the coverage determination process will require the Company to provide scientific and clinical
support for the use of the Company's products to each payor separately and will be a time-consuming process.

 In
the EEA, governments influence the price of products through their pricing and reimbursement rules and control of national health care
systems that fund a large part of the cost of those products to consumers. Some jurisdictions operate positive and negative list systems
under which products may only be marketed once a reimbursement price has been agreed to by the government. To obtain reimbursement or
pricing approval, some of these countries may require the completion of clinical trials that compare the cost effectiveness of a particular
medical device to currently available therapies. Other member states allow companies to fix their own prices for medicines but monitor
and control company profits. The downward pressure on health care costs in general, particularly prescription products, has become very
intense. As a result, increasingly high barriers are being erected to the entry of new products. In addition, in some countries, cross
border imports from low-priced markets exert commercial pressure on pricing within a country.

 The
containment of healthcare costs has become a priority of federal, state and foreign governments, and the prices of products have been
a focus in this effort. Third-party payors are increasingly challenging the prices charged for medical products, examining the medical
necessity and reviewing the cost-effectiveness of medical products, in addition to questioning safety and efficacy. If these third-party
payors do not consider the Company's products to be cost-effective compared to other available therapies, they may not cover the
Company's products after regulatory approval or clearance, or if they do, the level of payment may not be sufficient to allow the
Company to sell its products at a profit.

 Healthcare
Reform

 A
primary trend in the U.S. healthcare industry and elsewhere is cost containment. Government authorities and other third-party payors
have attempted to control costs by limiting coverage and the amount of reimbursement for particular medical products. For example, in
March 2010, the ACA was enacted, which, among other things, increased the minimum Medicaid rebates owed by most manufacturers; created
a new Patient Centered Outcomes Research Institute to oversee, identify priorities in, and conduct comparative clinical effectiveness
research, along with funding for such research; creation of the Independent Payment Advisory Board, once empaneled, will have authority
to recommend certain changes to the Medicare program that includes establishment of a Center for Medicare Innovation at the CMS to test
innovative payment and service delivery models to lower Medicare and Medicaid spending. Since its enactment, the U.S. federal government
has delayed or suspended the implementation of certain provisions of the ACA.

 The
Company expects that the ACA, as well as other healthcare reform measures that may be adopted in the future, may result in more rigorous
coverage criteria and lower reimbursement and additional downward pressure on the price that the Company receives for any approved product.
Any reduction in reimbursement from Medicare or other government-funded programs may result in a similar reduction in payments from private
payors. Moreover, recently there has been heightened governmental scrutiny over the manner in which manufacturers set prices for their
marketed products. The implementation of cost containment measures or other healthcare reforms may prevent the Company from being able
to generate revenue, attain profitability or commercialize the Company's drugs and medical devices.

on August 2, 2011, the Budget Control Act of 2011 created measures for spending reductions by Congress. A Joint Select Committee on Deficit
Reduction, tasked with recommending a targeted deficit reduction of at least $1.2 trillion for the years 2013 through 2021, was unable
to reach required goals, thereby triggering the legislation's automatic reduction to several government programs. This included
aggregate reductions of Medicare payments to providers of 2% per fiscal year, which went into effect on April 1, 2013, and due to subsequent
legislative amendments to the statute, will stay in effect through 2025 unless additional action is taken by Congress. On January 2,
2013, the American Taxpayer Relief Act of 2012 was signed into law, which, among other things, further reduced Medicare payments to several
types of providers, including hospitals, imaging centers and cancer treatment centers, and increased the statute of limitations period
for the government to recover overpayments to providers from three to five years. More recently, there has been heightened governmental
scrutiny recently over the manner in which manufacturers set prices for their marketed products, which have resulted in several recent
Congressional inquiries and proposed bills designed to, among other things, bring more transparency to product pricing, review the relationship
between pricing and manufacturer patient programs, and reform government program reimbursement methodologies for products.

 Since
its enactment, there have been judicial, executive and Congressional challenges to certain aspects of the ACA. On June 17, 2021, the
U.S. Supreme Court dismissed the most recent judicial challenge to the ACA brought by several states without specifically ruling on the
constitutionality of the ACA. Prior to the Supreme Court's decision, President Biden issued an executive order to initiate a special
enrollment period from February 15, 2021 through August 15, 2021 for purposes of obtaining health insurance coverage through the ACA
marketplace. The executive order also instructed certain governmental agencies to review and reconsider their existing policies and rules
that limit access to healthcare, including among others, reexamining Medicaid demonstration projects and waiver programs that include
work requirements, and policies that create unnecessary barriers to obtaining access to health insurance coverage through Medicaid or
the ACA. It is unclear how other healthcare reform measures of the Biden administration or other efforts, if any, to challenge, repeal
or replace the ACA will impact our business.

 Other
legislative changes have been proposed and adopted since the ACA was enacted. For example, on March 11, 2021, President Biden signed
the American Rescue Plan Act of 2021 into law, which eliminates the statutory Medicaid drug rebate cap, currently set at 100% of a drug's
average manufacturer price, for single source and innovator multiple source drugs, beginning January 1, 2024. Further, in August 2011,
the Budget Control Act of 2011, among other things, included aggregate reductions of Medicare payments to providers of 2% per fiscal
year. These reductions went into effect in April 2013 and, due to subsequent legislative amendments to the statute, will remain in effect
through 2030, with the exception of a temporary suspension from May 1, 2020 through December 31, 2021, unless additional action is taken
by Congress.

 Further,
on May 30, 2018, the Right to Try Act was signed into law. The law, among other things, provides a federal framework for certain patients
to access certain investigational new drug products that have completed a Phase 1 clinical trial and that are undergoing investigation
for FDA approval. Under certain circumstances, eligible patients can seek treatment without enrolling in clinical trials and without
obtaining FDA permission under the FDA expanded access program. There is no obligation for a pharmaceutical manufacturer to make its
drug products available to eligible patients as a result of the Right to Try Act.

 Moreover,
there has recently been heightened governmental scrutiny over the manner in which manufacturers set prices for their marketed products,
which has resulted in several Congressional inquiries, proposed and enacted legislation and executive orders designed to, among other
things, bring more transparency to product pricing, review the relationship between pricing and manufacturer patient programs, and reform
government program reimbursement methodologies for drug products. For example, at a federal level, President Biden signed an Executive
Order on July 9, 2021 affirming the administration's policy to (i) support legislative reforms that would lower the prices of prescription
drugs and biologics, including by allowing Medicare to negotiate drug prices, by imposing inflation caps, and, by supporting the development
and market entry of lower-cost generic drugs and biosimilars; and (ii) support the enactment of a public health insurance option. Among
other things, the Executive Order also directs the HHS to provide a report on actions to combat excessive pricing of prescription drugs,
enhance the domestic drug supply chain, reduce the price that the Federal government pays for drugs, and address price gouging in the
industry; and directs the FDA to work with states and Indian Tribes that propose to develop section 804 Importation Programs in accordance
with the Medicare Prescription Drug, Improvement, and Modernization Act of 2003, and the FDA's implementing regulations. It is
also possible that additional governmental action is taken in response to the COVID-19 pandemic. Individual states in the United States
have also become increasingly active in implementing regulations designed to control pharmaceutical product pricing, including price
or patient reimbursement constraints, discounts, restrictions on certain product access and marketing cost disclosure and transparency
measures, and, in some cases, designed to encourage importation from other countries and bulk purchasing.

 We
expect that additional state and federal healthcare reform measures will be adopted in the future, any of which could impact the amounts
that federal and state governments and other third-party payors will pay for healthcare products and services.

 U.S.
Data Privacy and Security Laws

 Numerous
state, federal and foreign laws, including consumer protection laws and regulations, govern the collection, dissemination, use, access
to, confidentiality, and security of personal information, including health-related information. In the United States, numerous federal
and state laws and regulations, including data breach notification laws, health information privacy and security laws, including HIPAA
and federal and state consumer protection laws and regulations (e.g., Section 5 of the Federal Trade Commission Act) that govern the
collection, use, disclosure, and protection of health-related and other personal information could apply to our operations or the operations
of our partners. In addition, certain state and non-U.S. laws, such as the California Consumer Privacy Act, the California Privacy Rights
Act, Australia's Privacy Act 1988, as amended, and the General Data Protection Regulation, or GDPR, govern the privacy and security
of personal information, including health-related information in certain circumstances, some of which are more stringent than HIPAA and
many of which differ from each other in significant ways and may not have the same effect, thus complicating compliance efforts. Effective
January 1, 2023, we also became subject to the California Privacy Rights Act, which expands upon the consumer data use restrictions,
penalties and enforcement provisions under the California Consumer Privacy Act, and Virginia's Consumer Data Protection Act, another
comprehensive data privacy law. Effective July 1, 2023, we will also become subject to the Colorado Privacy Act and Connecticut's
An Act Concerning Personal Data Privacy and Online Monitoring, which are also comprehensive consumer privacy laws. Effective December
31, 2023, we will also become subject to the Utah Consumer Privacy Act, regarding business handling of consumers' personal data.
Failure to comply with these laws, where applicable, can result in the imposition of significant civil and/or criminal penalties and
private litigation. Privacy and security laws, regulations, and other obligations are constantly evolving, may conflict with each other
to make compliance efforts more challenging, and can result in investigations, proceedings, or actions that lead to significant penalties
and restrictions on data processing.

 Foreign
Government Regulation

 In
order to market the Company's products in the EEA (which is comprised of the 27 Member States of the European Union plus Norway,
Iceland and Liechtenstein) and many other foreign jurisdictions (e.g., in Europe, the United Kingdom and Switzerland), a sponsor must
obtain separate regulatory approvals. For example, in the EEA, medical device products can only be commercialized after obtaining a Marketing
Authorization, or MA. As of May 26, 2021, new Marketing Authorizations in the EU must meet the requirements of Regulation (EU) 2017/745.
The activities associated with MA approval are conducted by authorized Notified Bodies (NB) on behalf of the EU competent authorities.
Before granting the MA, the NB makes an assessment of the risk-benefit balance of the product on the basis of scientific criteria concerning
its quality, safety and efficacy. In order to make this determination, a sponsor must submit an application for approval.

 To
the extent that any of the Company's medical devices are to be approved and sold in a foreign country other than those countries
comprising the EEA or other countries that accept CE marking, the Company may be subject to similar laws and regulations, which may include,
for instance, applicable post-marketing requirements, including safety surveillance, anti-fraud and abuse laws and implementation of
corporate compliance programs and reporting of payments or other transfers of value to healthcare professionals.

 ITEM
1A. RISK FACTORS

 You
should carefully consider the following risk factors, together with the other information contained in this Annual Report on Form 10-K,
including our financial statements and the related notes and "Management's Discussion and Analysis of Financial Condition
and Results of Operations," before making a decision to purchase or sell shares of our common stock. We cannot assure you that
any of the events discussed in the risk factors below will not occur. These risks could have a material and adverse impact on our business,
results of operations, financial condition and growth prospects. If that were to happen, the trading price of our common stock could
decline. Additional risks and uncertainties not presently known to us or that we currently deem immaterial also may impair our business
operations or financial condition. In this section, we first provide a summary of the more significant risks and uncertainties we face
and then provide a full set of risk factors and discuss them in greater detail.

 Risks
Related to Our Business

 We
have incurred losses since inception, and we anticipate that we will incur continued losses for the foreseeable future. Moreover, our
independent registered public accounting firm's report, contained herein, includes an explanatory paragraph that expresses substantial
doubt about our ability to continue as a going concern, indicating the possibility that we may not be able to operate in the future.

 As
of December 31, 2023 and December 31, 2022, the Company had an accumulated deficit of approximately $151.34 million and $86.0 million,
respectively. We expect to incur significant and increasing operating losses for the next several years as we expand our acquisition
efforts, continue clinical trials, acquire, or license technologies, advance other medical devices into clinical development, complete
clinical trials, seek regulatory approval and, if we receive FDA approval, commercialize our products. Primarily because of our losses
incurred to date, our expected continued future losses, and limited cash balances, our independent registered public accounting firm
has included in its report an explanatory paragraph expressing substantial doubt about our ability to continue as a going concern. Our
ability to continue as a going concern is contingent upon, among other factors, the sale of the shares of common stock or obtaining alternate
financing. We cannot provide any assurance that we will be able to raise additional capital.

 If
we are unable to secure additional capital, we may be required to curtail our research and development initiatives and take additional
measures to reduce costs in order to conserve our cash in amounts sufficient to sustain operations and meet our obligations. These measures
could cause significant delays in our clinical and regulatory efforts, which are critical to the realization of our business plan. The
accompanying financial statements do not include any adjustments that may be necessary should we be unable to continue as a going concern.
It is not possible for us to predict currently the potential success of our business. The revenue and income potential of our proposed
business and operations are currently unknown. If we cannot continue as a viable entity, you may lose some or all your investment in
our company.

 We
defaulted under the Convertible Notes and, as a result, the Convertible Note holders may accelerate amounts owed under such Convertible
Notes and seek to take possession the assets securing our obligations. Our other indebtedness could also expose us to risks that could
adversely affect our business, financial condition and results of operations.

 We
defaulted under the Convertible Notes due to a cross-default provision that was triggered by the non-repayment of principal under a promissory
note on May 7, 2023. Under the terms of the Convertible Notes, the aggregate amount that may be due is $14.3 million, or approximately
$5.7 million more than would otherwise have been due under the Convertible Notes. Under the unit purchase agreement entered into on May
27, 2021 with certain holders of several of the Convertible Notes, each of the Company's subsidiaries entered into a guaranty to
guarantee the repayment of the Company's obligations under the Convertible Notes, and the Company and its subsidiaries entered
into security agreements granting security interests in all of their respective assets for up to the dollar value owed under the respective
Convertible Notes. The respective Convertible Notes were issued for aggregate principal of approximately $1.2 million. Under each unit
purchase agreement entered into with respect to subsequent issuances of the Convertible Notes, the Company and its subsidiaries were
obligated to enter into similar security agreements and guaranties, but did not do so.

 The
holders of the Convertible Notes have not exercised any remedies applicable to the Convertible Notes or given notice of any intention
to do so as of the date of this prospectus. If Univest Securities, LLC ("Univest"), as the appointed representative of the
Convertible Note holders, remains so appointed, no investor other than Univest may pursue any remedy with respect to the Convertible
Notes. However, if the amount owed due to the default is not repaid upon demand, the holders of the Convertible Notes may nonetheless
seek to remove Univest from this appointed position, take possession of some or all of the Company's and its subsidiaries'
assets, force the Company and its subsidiaries into bankruptcy proceedings, or seek other legal remedies against the Company and its
subsidiaries. In such event, the Company's business, operating results and financial condition may be materially adversely affected.

 In
addition to the Convertible Notes, we have incurred indebtedness under the OID Convertible Notes in the aggregate principal amount of
$7.0 million. The OID Convertible Notes accrue interest at 10% and will mature on various dates from February 12, 2024 to August 6, 2024.
We have also incurred trade debts to various vendors. In the future, we may incur additional indebtedness.

 Even
if the holders of the Convertible Notes do not pursue remedies in response to our default under the Convertible Notes, our indebtedness
could have significant negative consequences for our security holders, business, results of operations and financial condition by, among
other things:

 increasing
 our vulnerability to adverse economic and industry conditions;

 limiting
 our ability to obtain additional financing;

 requiring
 the dedication of a substantial portion of our cash flow from operations to service our indebtedness, which will reduce the amount
 of cash available for other purposes;

 limiting
 our flexibility to plan for, or react to, changes in our business; and

 placing
 us at a possible competitive disadvantage with competitors that are less leveraged than us or have better access to capital.

 Our
business may not generate sufficient funds, and we may otherwise be unable to maintain sufficient cash reserves to pay any indebtedness
that we may incur. The OID Convertible Notes contain restrictive covenants, including cross-default provisions, that are similar to the
Convertible Notes. In addition, any future indebtedness that we may incur may also contain financial and other restrictive covenants
that will limit our ability to operate our business, raise capital or make payments under our indebtedness. If we fail to comply with
such covenants or to make payments under any of our indebtedness when due, then we would be in default under that indebtedness, which
could, in turn, result in that indebtedness becoming immediately payable in full and cross-default or cross-acceleration under our other
indebtedness and other liabilities.

 Management
has determined that disclosure controls and procedures and internal control over financial reporting were not effective, identified a
material weakness in our internal controls, and a failure to remediate it or any future ineffectiveness of internal controls could have
a material adverse effect on the Company's business and the price of its securities.

 Our
management determined that our disclosure controls and procedures and internal control over financial reporting, or ICFR, were not effective
due to a material weakness in ICFR as of December 31, 2023.

 A
"material weakness" is a deficiency, or a combination of deficiencies, in ICFR, 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. As previously reported, we have taken, and plan to continue to take, measures to remediate the Company's internal weaknesses
in ICFR. However, the implementation of these measures may not address any control deficiencies in our ICFR. Our failure to address any
control deficiencies could result in inaccuracies in our financial statements and could also impair our ability to comply with applicable
financial reporting requirements and related regulatory filings on a timely basis. Moreover, effective ICFR is important to prevent fraud.
Failure to report its financial information on an accurate or timely basis may thereby subject the Company to adverse regulatory consequences,
including sanctions by the SEC or violations of applicable securities exchange or quotation service listing rules. There could also be
a negative reaction in the financial markets due to a loss of investor confidence in the Company and the lack of timeliness or reliability
of its financial statements. Confidence in the reliability of the Company's financial statements may suffer due to the Company's
reporting of a material weakness in its ICFR. This could materially adversely affect the Company's business, financial condition,
results of operations and prospects and lead to a decline in the price of its common stock.

 If
we continue to fail to comply with the rules under the Sarbanes-Oxley Act of 2002 related to disclosure controls and procedures, or,
if we discover additional material weaknesses and other deficiencies in our internal control and accounting procedures, our securities'
prices could decline significantly and raising capital could be more difficult.

 If
we continue to fail to comply with the rules under the Sarbanes-Oxley Act of 2002 (the "Sarbanes-Oxley Act") related to disclosure
controls and procedures, or, if we discover additional material weaknesses and other deficiencies in our internal control and accounting
procedures, the prices of our securities could decline significantly and raising capital could be more difficult. Moreover, effective
internal controls are necessary for us to produce reliable financial reports and are important to help prevent financial fraud. If we
cannot provide reliable financial reports or prevent fraud, our business and operating results could be harmed, investors could lose
confidence in our reported financial information, and the trading prices of our securities could drop significantly. In addition, we
cannot be certain that additional material weaknesses or significant deficiencies in our internal controls will not be discovered in
the future.

 As
a non-accelerated filer, we are not required to comply with the auditor attestation requirements of the Sarbanes-Oxley Act.

 We
are not an "accelerated filer" or a "large accelerated filer" under the Exchange Act. Rule 12b-2 under the Exchange
Act defines an "accelerated filer" to mean any company that first meets the following conditions at the end of each fiscal
year: The company had a public float of $75 million or more, but less than $700 million, as of the last business day of the company's
most recently completed second fiscal quarter; the company has been subject to the reporting requirements of the Exchange Act for at
least twelve calendar months; the company has filed at least one annual report under the Exchange Act; the company did not have annual
revenues of less than $100 million and either no public float or a public float of less than $700 million; and, once the company determines
that it does not qualify for "smaller reporting company" status because it exceeded one or more of the current thresholds
for such status, is not eligible to regain "smaller reporting company" status under the test provided under paragraph (3)(iii)(B)
of the "smaller reporting company" definition in Rule 12b-2 of the Exchange Act. Rule 12b-2 under the Exchange Act defines
a "large accelerated filer" in the same way except that the company meeting the definition must have a public float of $700
million or more as of the last business day of the company's most recently completed second fiscal quarter.

 A
non-accelerated filer is not required to file an auditor attestation report on internal control over financial reporting that is otherwise
required under Section 404(b) of the Sarbanes-Oxley Act.

 Therefore,
our ICFR does not receive the level of review provided by the process relating to the auditor attestation included in annual reports
of issuers that are subject to the auditor attestation requirements. In addition, we cannot predict if investors will find our securities
less attractive because we are not required to comply with the auditor attestation requirements. If some investors find our securities
less attractive as a result, there may be a less active trading market for our securities and trading prices for our securities may be
negatively affected.

 We
are a "smaller reporting company" within the meaning of the Exchange Act, and if we take advantage of certain exemptions
from disclosure requirements available to smaller reporting companies, this could make our securities less attractive to investors and
may make it more difficult to compare our performance with other public companies.

 Rule
12b-2 of the Exchange Act defines a "smaller reporting company" as an issuer that is not an investment company, an asset-backed
issuer, or a majority-owned subsidiary of a parent that is not a smaller reporting company and that:

 had
 a public float of less than $250 million as of the last business day of its most recently completed second fiscal quarter, computed
 by multiplying the aggregate worldwide number of shares of its voting and non-voting common equity held by non-affiliates by the
 price at which the common equity was last sold, or the average of the bid and asked prices of common equity, in the principal market
 for the common equity; or

 in
 the case of an initial registration statement under the Securities Act or the Exchange Act for shares of its common equity, had a
 public float of less than $250 million as of a date within 30 days of the date of the filing of the registration statement, computed
 by multiplying the aggregate worldwide number of such shares held by non-affiliates before the registration plus, in the case of
 a Securities Act registration statement, the number of such shares included in the registration statement by the estimated public
 offering price of the shares; or

 in
 the case of an issuer whose public float as calculated under paragraph (1) or (2) of this definition was zero or whose public float
 was less than $700 million, had annual revenues of less than $100 million during the most recently completed fiscal year for which
 audited financial statements are available.

 If
a company determines that it does not qualify for smaller reporting company status because it exceeded one or more of the above thresholds,
it will remain unqualified unless when making its annual determination it meets certain alternative threshold requirements which will
be lower than the above thresholds if its prior public float or prior annual revenues exceed certain thresholds.

 As
a smaller reporting company, we are not required to include a Compensation Discussion and Analysis section in our proxy statements; we
may provide only two years of financial statements; and we need not provide the table of selected financial data. We also have other
"scaled" disclosure requirements that are less comprehensive than issuers that are not smaller reporting companies which
could make our securities less attractive to potential investors, which could make it more difficult for our securityholders to sell
their securities.

 Even
if our common stock is listed on the Nasdaq Capital Market, we may utilize an exemption from certain corporate governance requirements
for "smaller reporting companies" that could have an adverse effect on our public stockholders.

 Under
Nasdaq rules, a "smaller reporting company," as defined in Rule 12b-2 under the Exchange Act, is not subject to certain corporate
governance requirements otherwise applicable to companies listed on the Nasdaq Capital Market. For example, a smaller reporting company
is exempt from the Nasdaq requirement of having a compensation committee comprised solely of directors meeting certain enhanced independence
standards, as long as the compensation committee has at least two members who do meet such standards. Although we have determined not
to avail ourselves of this or other exemptions from Nasdaq requirements that are or may be afforded to smaller reporting companies while
we seek to obtain and maintain the listing of our shares on the Nasdaq Capital Market, in the future we may elect to rely on any or all
of these exemptions. By electing to utilize any such exemptions, our company may be subject to greater risks of poor corporate governance,
poorer management decision-making processes, and reduced results of operations from problems in our corporate organization. Consequently,
if we were to avail ourselves of these exemptions, our stock price might suffer, and there is no assurance that we would be able to continue
to meet all continuing listing requirements of Nasdaq from which we would not be exempt, including minimum stock price requirements.

 Misconduct
of employees, subcontractors, agents and business partners could cause us to lose existing contracts or customers and adversely affect
our ability to obtain new contracts and customers and could have a significant adverse impact on our business and reputation.

 On
January 28, 2022, the Company filed a Complaint in the Circuit Court of the Fifteenth Judicial Circuit in and for Palm Beach County,
Florida, case number 50-2022-CA-000859-XXX-MB, against Amy Chandler (the "Chandler Complaint"). The Chandler Complaint sought
damages for breach of fiduciary duty, breach of contract, negligence, conversion, and civil theft. The Chandler Complaint alleged that,
prior to her resignation in September 2021, Ms. Chandler intentionally and recklessly took actions to cancel the CE certificate required
by European Union regulations in order for Marizyme and its subsidiary, Somahlution, Inc., to ship and distribute certain products to/within
the European Union. The Chandler Complaint also alleged that Ms. Chandler disregarded her fiduciary duty to Marizyme and responsibilities
as the top regulatory and compliance official of Marizyme. As a result, the Chandler Complaint alleged that Ms. Chandler's actions
caused significant disruption and damage to Marizyme's business, including, but not limited to, financial damages and damage to
Marizyme's reputation and business relationships. The Chandler Complaint further alleged that prior to her last day, Ms. Chandler
stole confidential, proprietary files governing Marizyme's quality management system, which related to internal business operations,
and that Marizyme incurred significant costs to recreate these files. The Chandler Complaint alleged damages in excess of thirty thousand
dollars ($30,000), exclusive of interest, attorneys' fees, and costs.

 On
February 28, 2022, Ms. Chandler filed an Answer, Affirmative Defenses and Counterclaim with the Florida Circuit Court (the "Answer").
The Answer denied the claims in the Chandler Complaint and most of the factual allegations regarding Ms. Chandler's alleged actions.
The Answer also asserted a counterclaim against the Company for defamation per se. The Answer sought to recover monetary damages, attorneys'
fees, and court costs in connection with this litigation. The Answer also demanded a trial by jury on all triable issues.

 On
March 18, 2022, the Company filed a Motion to Dismiss Ms. Chandler's Counterclaim with the Florida Circuit Court (the "Motion
to Dismiss"). The Motion to Dismiss stated that Ms. Chandler's Counterclaim for defamation per se should be dismissed with
prejudice. On July 13, 2022, the court ruled that the counterclaim of defamation was dismissed with prejudice. Ms. Chandler's deposition
was taken on September 21, 2022. On November 21, 2022, the Company filed a notice of voluntary dismissal without prejudice of its complaint
and the case was dismissed.

 Although
we obtained a CE certificate to market DuraGraft in the European Union under the Company's name in May 2021, prior to the cancellation
of the CE certificate to market DuraGraft in the European Union under the name of our subsidiary, we were not able to make the necessary
labeling changes which were required to reinitiate the marketing and distribution of DuraGraft products under the Company's name
until June 2022, due primarily to supply chain and production interruptions resulting from the COVID-19 pandemic. As a result of having
to restore our quality management system and relabel DuraGraft, we were compelled to hire, at significant cost, two full-time quality
consultants in November 2021. Fulfillment of orders of our DuraGraft product was delayed for more than nine months during the relabeling
process. We believe that at least some of our distributors may have lost trust in our ability to deliver DuraGraft as a result. Although
no orders have been cancelled, we suffered delayed and lost revenue until the relabeling process could be completed. Since June 2022,
we have resumed shipments of correctly-labeled DuraGraft to our distributors, but may not have fully restored the trust of our distributors
and recaptured market momentum.

 Future
potential misconduct could include fraud, theft of trade secrets, corporate sabotage, or other improper activities such as falsifying
time or other records and violations of laws. Other examples could include the failure to comply with our policies and procedures or
with foreign, federal, state or local government procurement regulations, regulations regarding the use and safeguarding of classified
or other protected information, legislation regarding the pricing of labor and other costs in government contracts, laws and regulations
relating to environmental, health or safety matters, bribery of foreign government officials, import-export control, lobbying or similar
activities, and any other applicable laws or regulations. Any such misconduct could result in claims, remediation costs, regulatory sanctions
against us, loss of current and future customers or contracts and serious harm to our reputation. Although we have implemented policies,
procedures and controls to prevent and detect these activities, these precautions have not in the past and may not prevent all misconduct,
and as a result, we could face unknown risks or losses. Our failure to comply with applicable laws or regulations as a result of the
misconduct by any of our employees, subcontractors, agents or business partners could damage our reputation, force us to expend significant
resources to address and cure such misconduct, delay, disrupt or fatally undermine our business plans and operations, and subject us
to fines and penalties, restitution or other damages, loss of regulatory clearance, loss of current and future customer contracts, any
of which could irreparably and materially adversely affect our business, reputation and our future results.

 We
have negative working capital.

 The
Company had negative working capital (current assets less current liabilities) of approximately $19.6 million as of December 31, 2023,
compared to working capital of $1.0 million as of December 31, 2022. Any significant declines in our revenues could result in decreases
in our working capital, which would reduce our cash balances. Our failure to generate sufficient revenues or profits or to obtain additional
financing or raise additional capital could have a material adverse effect on our operations and on our ability to meet our obligations
as they become due. The occurrence of any of the foregoing risks would have a material adverse effect on our financial results, business
and prospects.

 We
have a limited operational history.

 We
have a limited history upon which an evaluation of our prospects and future performance can be made. Our ongoing and proposed operations
are subject to all business risks associated with new enterprises. The likelihood of our success must take into consideration the problems,
expenses, difficulties, complications, and delays frequently encountered in connection with the expansion of a business operation in
an emerging industry, and the continued development of advertising, promotions, and a corresponding customer base. There is a possibility
that we could sustain losses in the future, and there are no assurances that we will ever operate profitably.

 We
will need to increase the size of our organization.

 We
are a small company with 11 full-time employees and two full-time consultants as of May 13, 2024. To execute our business plan, including
the future conducting of clinical trials and the expected commercialization of our medical devices, we will need to expand our employee
base for managerial, operational, financial, and other resources. Future growth will impose significant added responsibilities on members
of management, including the need to identify, recruit, maintain and integrate additional employees. Over the next 12 months, depending
on the progress of our acquisition efforts and future planned business development and capital raising efforts, we plan to add additional
employees to assist us with our development programs. Our future financial performance and our ability to commercialize our products
and devices and to compete effectively will depend, in part, on our ability to manage any future growth effectively. To that end, we
must be able to:

 manage
 development efforts effectively;

 manage
 any future clinical trials effectively;

 integrate
 additional management, administrative, manufacturing and sales and marketing personnel;

 maintain
 sufficient administrative, accounting and management information systems and controls; and

 hire
 and train additional qualified personnel.

 We
may not be able to accomplish these tasks, and our failure to accomplish any of them could harm our financial results and impact our
ability to achieve development milestones.

 If
we fail to retain current members of our senior management, or to identify, attract, integrate and retain additional key personnel, our
business will be harmed.

 In
order to develop our medical devices, we need to retain or attract certain personnel, consultants or advisors with experience in medical
device development activities that include a number of disciplines, including research and development, clinical trials, medical matters,
government regulation medical devices, manufacturing, formulation and chemistry, business development, accounting, finance, regulatory
affairs, human resources and information systems. We are highly dependent upon our senior management and consultants. The loss of services
of one or more of our members of senior management could delay or prevent the successful completion of our planned product development
or the commercialization of medical devices.

 Our
success depends in part on our continued ability to attract, retain and motivate highly qualified management, clinical and scientific
personnel and on our ability to develop and maintain important relationships with leading academic institutions, clinicians, and scientists.
The competition for qualified personnel in medical device field is intense. We will need to hire additional personnel as we expand our
product development and commercial activities. While, generally, we have not had difficulties recruiting qualified individuals, to date,
we may not be able to attract and retain quality personnel on acceptable terms given the competition for such personnel among medical
device and other life science companies. In connection with the acquisition of My Health Logic, we engaged a new Chief Executive Officer,
Chief Financial Officer and Vice President of Finance. If we are not able to retain these individuals in their current functions, we
may not be able to execute our business plan and maximize our growth strategy, to the detriment of our business. Additionally, the Company
does not carry key person life insurance. If we lose any key managers or employees or are unable to attract and retain qualified key
personnel, directors, advisors or consultants, the development of our medical devices could be delayed or terminated, and our business
may be harmed.

 If
we do not generate sufficient cash flow from operations in the future, we may not be able to fund our product development efforts and
acquisitions or fulfill our future obligations.

 Our
ability to generate sufficient cash flow from operations to fund our operations and product development efforts, including the payment
of cash consideration in acquisitions and the payment of our other obligations, depends on a range of economic, competitive, and business
factors, many of which are outside of our control. We cannot assure you that our business will generate sufficient cash flow from operations,
or that we will be able to liquidate our investments, repatriate cash and investments held in our overseas subsidiaries, sell assets,
or raise equity or debt financings when needed or desirable. An inability to fund our operations or fulfill outstanding obligations could
have a material adverse effect on our business, financial condition, and results of operations. For further information, please refer
to "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and
Capital Resources."

 We
will require substantial additional funding which may not be available to us on acceptable terms, or at all. Failing to raise the necessary
additional capital could force us to delay, reduce, eliminate or abandon growth initiatives, development or commercialization of our
technologies and products.

 We
are currently preparing to make a public offering of equity securities intended to raise sufficient net proceeds for us to fund our operating
expenses and capital expenditure requirements through December 2024. Without giving effect to the anticipated net proceeds from the Company's
proposed public offering, our existing capital resources will not be sufficient to meet our projected operating requirements beyond April
16, 2025, and there will remain substantial doubt regarding our ability to continue as a going concern unless we receive substantial
financing. We have estimated that the expected net proceeds from the Company's proposed public offering may remove such doubt regarding
our ability to continue as a going concern. We have based this estimate on assumptions that may prove to be wrong, and we could utilize
our available capital resources sooner than we currently expect.

 We
expect to significantly increase our spending to advance the development of our medical devices and launch and commercialize any medical
devices for which we receive regulatory approval. This might include the possibility of building our own marketing and sales organizations
to address certain markets if we fail to identify and engage third-party organizations that can perform these services for us. We will
also require additional capital to fund our other operating expenses and capital expenditures. Our future capital requirements will depend
on many factors, including:

 the
 progress of our product development programs;

 the
 number of technologies and products we pursue;

 the
 time and costs involved in obtaining regulatory approvals;

 the
 costs involved in filing and prosecuting patent applications and enforcing or defending patent claims;

 our
 plans to establish sales, marketing and/or manufacturing capabilities;

 the
 effect of competing technological and market developments;

 the
 terms and timing of any collaborative, licensing, and other arrangements that we may establish;

 general
 market conditions for offerings from life science companies;

 our
 ability to establish, enforce and maintain selected strategic alliances and activities required for technology and product commercialization;
 and

 our
 revenues, if any, from successful development and commercialization of our technologies and products.

 In
order to carry out our business plans and implement our strategy beyond 2023, we anticipate that we will need to obtain additional financing
from time to time and may choose to raise additional funds through strategic collaborations, licensing arrangements, additional public
or private equity or debt financing, bank lines of credit, asset sales, government grants, or other arrangements. We cannot be sure that
any additional funding, if needed, will be available on terms favorable to us or at all. Furthermore, any additional equity or equity-related
financing may be dilutive to our stockholders, and debt or equity financing, if available, may subject us to restrictive covenants and
significant interest costs. If we obtain funding through a strategic collaboration or licensing arrangement, we may be required to relinquish
our rights to certain of our medical device or marketing territories. Our inability to raise capital when needed would harm our business,
financial condition, and results of operations, and could cause the price of our common stock to decline or require that we wind down
our operations altogether.

 We
may not be able to monetize intangible assets, which may result in the need to record an impairment charge.

 As
part of our acquisition of assets from ACB Holding, completed on September 12, 2018, Marizyme acquired all rights, titles, and interest
in the Krillase technology, a group of intangible assets which at that time was valued at $28.6 million. The useful lives of the intangible
assets are based on the life of the patent and related technology. The patents and related technology for Krillase have not been amortized
since the acquisition, as they have not yet been put into operation. At December 31, 2023, management determined that the carrying value
of Krillase exceeded its recoverable amount. Impairment of $4,250,000 (2022 - $24,350,000) was recognized on Krillase intangible assets
and recorded in the impairment of intangible assets in the consolidated statements of operations for the year ended December 31, 2023.
The recoverable amount of Krillase intangible assets was estimated at $Nil as of December 31, 2023 (2022 - $4,250,000).

 The
Company previously planned to develop and commercialize FDA-approved products based on the Krillase assets. We suspended these plans
due to our determination to prioritize the completion of regulatory processes to obtain FDA authorization for the commercialization of
DuraGraft in the United States and the development of a functional MATLOC device prototype and MAR-FG-001-based viable products. We intend
to maintain the Krillase assets for potential future development and commercialization or disposition. Any determination as to these
matters would be based on a number of factors. See " Management's Discussion and Analysis of Financial Condition and Results
of Operations – Principal Factors Affecting Our Financial Performance " for a summary of factors that we may consider
in this respect.

 Additionally, in December 2021, we acquired My Health
Logic, its lab-on-chip technology platform and its in-development patient-centric, digital point-of-care screening and diagnostic device,
MATLOC. Our MATLOC CKD point-of-care device is still being developed through a Sponsored Research Agreement, otherwise all capital and
effort toward the project has been paused due to the capital position of the Company. Therefore, at December 31, 2023, management determined
that the carrying value of MATLOC intangible assets and goodwill exceeded its recoverable amounts. Impairment of $7,552,376 (2022 - $Nil)
was recognized on MATLOC and recorded in the impairment expense in the consolidated statements of operations for the year ended December
31, 2023. The recoverable amount of MATLOC intangible assets and goodwill was estimated at $Nil and $Nil as of December 31, 2023, respectively
(2022 - $6,600,000 and $1,774,656, respectively).

 Following
the Somahlution acquisition in 2020, Marizyme acquired $18,170,000 of intangible assets tied to the DuraGraft technology. Presently,
our emphasis is on advancing FDA pre-approved products, resulting in a slower-than-expected progress on the development of DuraGraft
IPR&D – Cyto Protectant Life Sciences. Therefore, at December 31, 2023, management determined that the carrying value of DuraGraft
IPR&D - Cyto Protectant Life Sciences intangible assets exceeded its recoverable amounts. Impairment of $2,442,000 (2022 - $Nil)
was recognized on Cyto Protectant Life Sciences and recorded in the impairment expense in the consolidated statements of operations for
the year ended December 31, 2023. The recoverable amount of Cyto Protectant Life Sciences intangible assets was estimated at $10,164,000
as of December 31, 2023 (2022 - $12,606,000).

 There
is no assurance that any of our intellectual property assets will ever be developed and fully commercialized and generate significant
revenues or will ever attract significant interest from potential buyers or investors. See " Risk Factors – Risks Related
to Our Business – We may not be able to monetize intangible assets, which may result in the need to record an impairment charge. "

 Our
consolidated balance sheet as of December 31, 2023 contains approximately $14.4 million of intangible assets and approximately $5.4 million
in goodwill. The risk of failure to monetize intangible assets and goodwill is significant, and there can be no certainty that these
assets ultimately will yield successful products. The nature of our business is high-risk and requires that we invest in a large number
of projects in an effort to achieve a successful portfolio of approved products. Our ability to realize value on these significant investments
is often contingent upon, among other things, regulatory approvals, availability of resources, and market acceptance. These intangible
and goodwill assets may become impaired and be written off at some time in the future, which can have a material adverse effect on the
financial statements.

 Acquisitions
present many risks, and we may not realize the financial and strategic goals we anticipate at the time of an acquisition.

 Our
growth is dependent upon market growth, our ability to enhance existing products, and our ability to introduce new products and services
on a timely basis. In recent years, we have addressed and intend to continue to address the need to develop new products and services
and enhance existing products through acquisitions of other companies, product lines and/or technologies. However, acquisitions, including
those of high-technology companies, are inherently risky. We cannot provide any assurance that any of our acquisitions or future acquisitions
will be successful in helping us reach our financial and strategic goals. The risks we commonly encounter in undertaking, managing, and
integrating acquisitions are:

 an
 uncertain revenue and earnings stream from the acquired company, which could dilute our earnings;

 difficulties
 and delays in integrating the personnel, operations, technologies, products, and systems of the acquired companies;

 our
 ongoing business may be disrupted, and our management's attention may be diverted by acquisition, transition, or integration
 activities;

 the
 need to implement controls, procedures, and policies appropriate for a larger public company at companies that prior to acquisition
 had lacked such controls, procedures, and policies;

 difficulties
 managing or integrating an acquired company's technologies or lines of business;

 potential
 difficulties in completing projects associated with purchased in-process research and development;

 entry
 into markets in which we have no or limited direct prior experience and where competitors have stronger market positions, and which
 are highly competitive;

 the
 potential loss of key employees of the acquired company;

 potential
 difficulties integrating the acquired products and services into our sales channel;

 assuming
 pre-existing contractual relationships of an acquired company that we would not have otherwise entered the termination or modification
 of which may be costly or disruptive to our business;

 being
 subject to unfavorable revenue recognition or other accounting treatment because of an acquired company's practices; and

 intellectual
 property claims or disputes.

 Our
failure to manage growth effectively and successfully integrate acquired assets and/or companies due to these or other factors could
have a material adverse effect on our business, results of operations and financial condition. In addition, we may not have the opportunity
to make suitable acquisitions on favorable terms in the future, which could negatively impact the growth of our business. We expect that
other companies in our industry will compete with us to acquire compatible businesses. This competition could increase prices for businesses
and technologies that we would likely pursue, and our competitors may have greater resources than we do to complete these acquisitions.

 The
medical device market is highly competitive, and we may not be able to effectively compete against other providers of medical devices,
particularly those with greater resources.

 We
expect to face intense competition from companies with dominant market positions in the medical device industry. These competitors have
significantly greater financial, technical, marketing and other resources than we have and may be better able to:

 respond
 to new technologies or technical standards;

 react
 to changing customer requirements and expectations;

 acquire
 other companies to gain new technologies or products that may displace our products;

 manufacture,
 market and sell products;

 acquire,
 prosecute, enforce and defend patents and other intellectual property;

 devote
 resources to the development, production, promotion, support and sale of products; and

 deliver
 a broad range of competitive products at lower prices.

 We
expect competition in the markets in which we participate to continue to increase as existing competitors improve or expand their product
offerings.

 Our
future performance may depend on the success of products we have not yet developed or acquired.

 Technology
is an important component of our business and growth strategy, and our success depends on the development, implementation and acceptance
of our products. Commitments to develop new products must be made well in advance of any resulting sales, and technologies and standards
may change during development, potentially rendering our products outdated or uncompetitive before their introduction. Our ability to
develop products to meet evolving industry requirements and at prices acceptable to our customers will be significant factors in determining
our competitiveness. We may expend considerable funds and other resources on the development of our products without any guarantee that
these products will be successful. If we are not successful in bringing one or more products to market, whether because we fail to address
marketplace demand, fail to develop viable technologies or otherwise, our revenues may decline and our results of operations could be
seriously harmed.

 Our
products may never achieve market acceptance.

 Our
ability to generate revenues from product sales and to achieve profitability will depend upon our ability to successfully commercialize
our products. Because we have not yet begun to offer any of our products for sale in the U.S. and have limited sales of DuraGraft overseas,
we have no basis to predict whether any of our products will achieve market acceptance. A number of factors may limit the market acceptance
of any of our products, including:

 the
 timing of regulatory approvals of our products and market entry compared to competitive products;

 the
 effectiveness of our products, including any potential side effects, as compared to alternative treatments;

 the
 rate of adoption of our products by hospitals, doctors and nurses and acceptance by the health care community;

 the
 competitive features of our products, including price, as compared to other similar products;

 the
 availability of insurance or other third-party reimbursement, such as Medicare, for patients using our products;

 the
 extent and success of our marketing efforts and those of our collaborators; and

 unfavorable
 publicity concerning our products or similar products.

 We
may delay or terminate the development or acquisition of a product at any time if we believe the perceived market or commercial opportunity
does not justify further investment, which could materially harm our business.

 Even
though the results of preclinical studies and clinical trials that we have conducted or may conduct in the future may support further
development of one or more of our products, we may delay, suspend or terminate the future development or acquisition of a product at
any time for strategic, business, financial or other reasons, including the determination or belief that the emerging profile of the
product is such that it may not receive FDA approval, gain meaningful market acceptance, generate a significant return to stockholders,
or otherwise provide any competitive advantages in its intended indication or market.

 Any
products we may develop or acquire may become subject to unfavorable pricing regulations, third-party reimbursement practices or healthcare
reform initiatives, thereby harming our business.

 The
regulations that govern marketing approvals, pricing and reimbursement for new products vary widely from country to country. Some countries
require approval of the sale price of a product before it can be marketed. In many countries, the pricing review period begins after
marketing approval is granted. In some foreign markets, pricing remains subject to continuing governmental control even after initial
approval is granted. As a result, we might obtain regulatory approval for a product in a particular country, but then be subject to price
regulations that delay our commercial launch of the product and negatively impact the revenue we are able to generate from the sale of
the product in that country. Adverse pricing limitations may hinder our ability to recoup our investment in one or more other products
we may develop, even if other products we may develop or acquire obtain regulatory approval. Pressure from social activist groups and
future government regulations, whose goal it is to reduce the cost of medical devices, particularly in less developed nations, also may
result in downward pressure on the prices of our product.

 Our
ability to commercialize any products we may develop or acquire successfully also will depend in part on the extent to which reimbursement
for these products and related treatments becomes available from government health administration authorities, private health insurers
and other organizations. Government authorities and third-party payors, such as private health insurers and health maintenance organizations,
decide which treatments they will pay for and establish reimbursement levels. A primary trend in the U.S. healthcare industry and elsewhere
is cost containment. Government authorities and these third-party payors have attempted to control costs by limiting coverage and the
amount of reimbursement for particular treatments. We cannot be sure that reimbursement will be available for any product that we commercialize
and, if reimbursement is available, what the level of reimbursement will be. Reimbursement may impact the demand for, or the price of,
any product for which we obtain marketing approval. If reimbursement is not available or is available only to limited levels, we may
not be able to successfully commercialize any product that we successfully develop.

 Moreover,
eligibility for reimbursement does not imply that any product will be paid for in all cases or at a rate that covers our costs, including
research, development, acquisition, manufacture, sale and distribution. Payment rates may vary according to the use of the product and
the clinical setting in which it is used, may be based on payments allowed for lower cost products that are already reimbursed and may
be incorporated into existing payments for other services. Net prices for products may be reduced by mandatory discounts or rebates required
by government healthcare programs or private payors and by any future relaxation of laws that presently restrict imports of products
from countries where they may be said at lower prices than in the U.S. Third-party payors often rely upon Medicare coverage policy and
payment limitations in setting their own reimbursement policies. Our inability to promptly obtain coverage and profitable payment rates
from both government funded and private payors could have a material adverse effect on our operating results, our ability to raise capital
needed to commercialize products and our overall financial condition. To obtain reimbursement or pricing approval in some countries,
we may be required to conduct a clinical trial that compares the cost-effectiveness of our product to other available therapies. Our
business could be materially harmed if reimbursement of any products we may develop, if any, is unavailable or limited in scope or amount
or if pricing is set at unsatisfactory levels.

 Product
liability lawsuits against us could cause us to incur substantial liabilities and to limit commercialization of any products that we
may develop or acquire.

 We
face an inherent risk of product liability exposure related to the sale of any products we may develop or acquire. The marketing, sale
and use of any products we may develop or acquire could lead to the filing of product liability claims against us if someone alleges
that our products failed to perform as designed. We may also be subject to liability for a misunderstanding of, or inappropriate reliance
upon, the information we provide. If we cannot successfully defend ourselves against claims that any product we may develop or acquire
caused injuries, we may incur substantial liabilities. Regardless of merit or eventual outcome, liability claims may result in:

 decreased
 demand for our products;

 injury
 to our reputation and significant negative media attention;

 withdrawal
 of patients from clinical studies or cancellation of studies;

 significant
 costs to defend the related litigation and distraction to our management team;

 substantial
 monetary awards to patients;

 loss
 of revenue; and

 the
 inability to commercialize any products that we may develop or acquire.

 In
addition, insurance coverage is increasingly expensive. We may not be able to maintain insurance coverage at a reasonable cost or in
an amount adequate to satisfy any liability that may arise.

 We
may not be able to protect or enforce our intellectual property rights, which could impair our competitive position.

 Our
success depends significantly on our ability to protect our rights to the patents, trademarks, trade secrets, copyrights and all the
other intellectual property rights used, or expected to be used, in our products. Protecting intellectual property rights is costly and
time consuming. We rely primarily on patent protection and trade secrets, as well as a combination of copyright and trademark laws and
nondisclosure and confidentiality agreements to protect our technology and intellectual property rights. However, these legal means afford
only limited protection and may not adequately protect our rights or permit us to gain or maintain any competitive advantage. Despite
our intellectual property rights practices, it may be possible for a third party to copy or otherwise obtain and use our technology without
authorization, develop similar technology independently or design around our patents.

 We
cannot be assured that any of our pending patent applications will result in the issuance of a patent to us. The U.S. Patent and Trademark
Office, or PTO, may deny or require significant narrowing of claims in our pending patent applications, and patents issued as a result
of the pending patent applications, if any, may not provide us with significant commercial protection or be issued in a form that is
advantageous to us. We could also incur substantial costs in proceedings before the PTO. Patents that may be issued to or licensed by
us in the future may expire or may be challenged, invalidated or circumvented, which could limit our ability to stop competitors from
marketing related technologies. Upon expiration of our issued or licensed patents, we may lose some of our rights to exclude others from
making, using, selling or importing products using the technology based on the expired patents. There is no assurance that competitors
will not be able to design around our patents. We also rely on unpatented proprietary technology. We cannot assure you that we can meaningfully
protect all our rights in our unpatented proprietary technology or that others will not independently develop substantially equivalent
proprietary products or processes or otherwise gain access to our unpatented proprietary technology.

 Further,
we may not be able to obtain patent protection or secure other intellectual property rights in all the countries in which we operate,
and under the laws of such countries, patents and other intellectual property rights may be unavailable or limited in scope. If any of
our patents fails to protect our technology, it would make it easier for our competitors to offer similar products. Our trade secrets
may be vulnerable to disclosure or misappropriation by employees, contractors and other persons. Any inability on our part to adequately
protect our intellectual property may have a material adverse effect on our business, financial condition and results of operations.

 We
seek to protect our know-how and other unpatented proprietary technology with confidentiality agreements and/or intellectual property
assignment agreements with our team members, independent distributors and consultants. However, such agreements may not be enforceable
or may not provide meaningful protection for our proprietary information in the event of unauthorized use or disclosure or other breaches
of the agreements or in the event that our competitors discover or independently develop similar or identical designs or other proprietary
information. In addition, we intend to rely on the use of registered and common law trademarks with respect to the brand names of some
of our products. Common law trademarks provide less protection than registered trademarks. Loss of rights in our trademarks could adversely
affect our business, financial condition and results of operations.

 Confidentiality
agreements with employees and others may not adequately prevent disclosure of trade secrets and other proprietary information and may
not adequately protect our intellectual property.

 We
rely on trade secrets to protect our technology, especially where we do not believe patent protection is obtainable, or prior to us filing
patent applications on inventions we may make from time to time. However, trade secrets are difficult to protect. In order to protect
our proprietary technology and processes, we also rely in part on confidentiality and intellectual property assignment agreements with
our corporate partners, employees, consultants, outside scientific collaborators and sponsored researchers and other advisors. These
agreements may not effectively prevent disclosure of confidential information nor result in the effective assignment to us of intellectual
property and may not provide an adequate remedy in the event of unauthorized disclosure of confidential information or other breaches
of the agreements. In addition, others may independently discover our trade secrets and proprietary information, and in such case, we
could not assert any trade secret rights against such party. Enforcing a claim that a third-party illegally obtained and is using our
trade secrets is difficult, expensive and time consuming, and the outcome is unpredictable. In addition, courts outside the U.S. may
be less willing to protect trade secrets. Costly and time-consuming litigation could be necessary to seek to enforce and determine the
scope of our proprietary rights, and failure to obtain or maintain trade secret protection could adversely affect our competitive business
position.

 We
may be subject to intellectual property infringement claims by third parties which could be costly to defend, divert management's
attention and resources, and may result in liability.

 The
medical device and life science industry is characterized by vigorous protection and pursuit of intellectual property rights. Companies
in the medical device and life science industry have used intellectual property litigation to gain a competitive advantage in the marketplace.
From time to time, third parties may assert against us their patent, copyright, trademark and other intellectual property rights relating
to technologies that are important to our business. Searching for existing intellectual property rights may not reveal important intellectual
property and our competitors may also have filed for patent protection, which is not publicly-available information, or claimed trademark
rights that have not been revealed through our availability searches. We may be subject to claims that our team members have disclosed,
or that we have used, trade secrets or other proprietary information of our team members' former employers. Our efforts to identify
and avoid infringing on third parties' intellectual property rights may not always be successful. Any claims that our products
or processes infringe these rights, regardless of their merit or resolution, could be costly, time consuming and may divert the efforts
and attention of our management and technical personnel. In addition, we may not prevail in such proceedings given the complex technical
issues and inherent uncertainties in intellectual property litigation.

 Any
claims of patent or other intellectual property infringement against us, even those without merit, could:

 increase
 the cost of our products;

 be
 expensive and/or time consuming to defend;

 result
 in our being required to pay significant damages to third parties;

 force
 us to cease making or selling products that incorporate the challenged intellectual property;

 require
 us to redesign, reengineer or rebrand our products and technologies;

 require
 us to enter into royalty or licensing agreements in order to obtain the right to use a third party's intellectual property
 on terms that may not be favorable or acceptable to us;

 require
 us to develop alternative non-infringing technology, which could require significant effort and expense;

 require
 us to indemnify third parties pursuant to contracts in which we have agreed to provide indemnification for intellectual property
 infringement claims;

 result
 in our customers or potential customers deferring or limiting their purchase or use of the affected products impacted by the claims
 until the claims are resolved; and

 otherwise
 have a material adverse effect on our business, financial condition and results of operations.

 Any
of the foregoing could affect our ability to compete or have a material adverse effect on our business, financial condition and results
of operations.

 Competitors
may violate our intellectual property rights, and we may bring litigation to protect and enforce our intellectual property rights, which
may result in substantial expense and may divert our attention from implementing our business strategy.

 We
believe that the success of our business will depend, in significant part, on obtaining patent protection for our products and technologies,
defending our patents and preserving our trade secrets. Our failure to pursue any potential claim could result in the loss of our proprietary
rights and harm our position in the marketplace. Therefore, we may be forced to pursue litigation to enforce our rights. Future litigation
could result in significant costs and divert the attention of our management and key personnel from our business operations and the implementation
of our business strategy.

 We
will be dependent on third-party manufacturers since we will not initially directly manufacture our products.

 Initially,
we will not directly manufacture our products and will rely on third parties to do so for us. If our manufacturing and distribution agreements
are not satisfactory, we may not be able to develop or commercialize products as planned. In addition, we may not be able to contract
with third parties to manufacture our products in an economical manner. Furthermore, third-party manufacturers may not adequately perform
their obligations, may delay clinical development or submission of products for regulatory approval or otherwise may impair our competitive
position. We may not be able to enter into or maintain relationships with manufacturers who have the capacities to meet our manufacturing
needs, master the manufacturing processes required for our products, and comply with good manufacturing practices. If a product manufacturer
fails to comply with good manufacturing practices, we could experience significant time delays or we may be unable to commercialize or
continue to market the products. Changes in our manufacturers could require costly new product testing and facility compliance inspections.
In the United States, failure to comply with good manufacturing practices or other applicable legal requirements can lead to federal
seizure of violative products, injunctive actions brought by the federal government, and potential criminal and civil liability on the
part of a company and its officers and employees. Because of these and other factors, we may not be able to replace our manufacturing
capacity quickly or efficiently in the event that our manufacturers are unable to manufacture our products at one or more of their facilities.

 We
have no experience in large-scale product manufacturing, nor do we have the resources or facilities to manufacture our products. We cannot
guarantee that we or our third-party manufacturers will be able to increase capacity in a timely or cost-effective manner, or at all.
Delays in providing or increasing production or processing capacity could result in additional expense or delays in our clinical trials,
regulatory submissions and commercialization of our products.

 As
a result of these factors, the sale and marketing of our products could be delayed or we could be forced to develop our own manufacturing
capacity, which could require substantial additional funds and personnel and compliance with extensive regulations.

 We
currently have no marketing and sales organization and have limited experience as a company in commercializing products, and we may need
to invest significant resources to develop these capabilities. If we are unable to establish marketing and sales capabilities in the
United States, we may not be able to generate substantial product revenue.

 We
have no internal sales, marketing or distribution capabilities, and have only limited experience with commercializing a product. Although
our medical device product DuraGraft has received regulatory authorization in the United States, we must build a marketing and sales
organization with technical expertise and supporting distribution capabilities to commercialize this product in the U.S. market, which
may be expensive or time-consuming. We have only limited experience as a company with the marketing, sale or distribution of biopharmaceutical
products and there are significant risks involved in the building and managing of a sales organization, including our ability to hire,
retain and incentivize qualified individuals, generate sufficient sales leads, provide adequate training to sales and marketing personnel
and effectively manage a sales and marketing team. Any failure or delay in the development of our internal sales, marketing and distribution
capabilities would adversely impact the commercialization of our products in the United States. If we are not successful in commercializing
our product in the U.S., we may not be able to generate substantial future product revenue and we would incur significant additional
losses.

 We
may be dependent on the sales and marketing efforts of third parties, both domestically and internationally, if we choose not to develop
an extensive sales and marketing staff.

 Initially,
we will depend on the efforts of third parties (including sales agents and distributors) to carry out the sales and marketing of our
products, both domestically and internationally. We currently have distribution partners internationally for DuraGraft, which we expect
to continue to work with in the future. We anticipate that each third party will control the amount and timing of resources generally
devoted to these activities. However, these third parties may not be able to generate demand for our products. In addition, there is
a risk that these third parties will develop products competitive to ours, which would likely decrease their incentive to vigorously
promote and sell our products. If we are unable to enter into co-promotion agreements or to arrange for third-party distribution of our
products, we will be required to expend time and resources to develop an effective internal sales force. However, it may not be economical
for us to market our own products or we may be unable to effectively market our products. Therefore, our business could be harmed if
we fail to enter into arrangements with third parties for the sales and marketing of our products or otherwise fail to establish sufficient
marketing capabilities.

 Security
breaches and other disruptions could compromise our information and expose us to liability, which would cause our business and reputation
to suffer.

 In
the ordinary course of our business, we collect and store sensitive data, including intellectual property, our proprietary business information
and that of our suppliers and business partners, as well as personally identifiable information of clinical trial participants and employees.
 Similarly, our business partners and third-party providers possess certain of our sensitive data. The secure maintenance of this
information is critical to our operations and business strategy. Despite our security measures, our information technology and infrastructure
may be vulnerable to attacks by hackers or breached due to employee error, malfeasance, or other disruptions. Any such breach could compromise
our networks and the information stored there could be accessed, publicly disclosed, lost, or stolen. Any such access, disclosure, or
other loss of information, including our data being breached at our business partners or third-party providers, could result in legal
claims or proceedings, liability under laws that protect the privacy of personal information, disrupt our operations, and damage our
reputation which could adversely affect our business.

 Our
business continuity and disaster recovery plans may not adequately protect us from a serious disaster.

 Natural
disasters could severely disrupt our operations or the operations of manufacturing facilities and have a material adverse effect on our
business, financial condition, results of operations and prospects. If a natural disaster, power outage or other event occurred that
prevented us from using all or a significant portion of our headquarters, that damaged critical infrastructure, such as manufacturing
facilities, or that otherwise disrupted operations, it may be difficult or, in certain cases, impossible for us to continue our business
for a substantial period of time. The disaster recovery and business continuity plans that we have in place currently are limited and
may not prove adequate in the event of a serious disaster or similar event. We are in the early stages of constructing an additional
manufacturing facility and establishing a relationship with a third-party contract manufacturer as a back-up supplier for the commercial
supply of our products, if necessary, but there is no assurance that we will establish such a relationship in a timely manner, on acceptable
terms, or at all. We may incur substantial expenses as a result of the limited nature of our disaster recovery and business continuity
plans, which could have a material adverse effect on our business, financial condition, results of operations and prospects.

 The
COVID-19 pandemic has adversely impacted the Company's supply chain and could materially and adversely affect our ability to conduct
clinical trials and engage with our third-party vendors and thereby have a material adverse effect on our financial results.

 The
Company has been impacted by the COVID-19 pandemic and related supply chain shortages, and some of its earlier plans to further diversify
its operations and expand its operating subsidiaries were delayed as a result. During 2021 and 2022, the impact of COVID-19 on the Company's
supply chain and its ability to produce DuraGraft inventory was a primary reason that we did not generate substantial revenue from sales
of DuraGraft during 2021 and the first two quarters of 2022. There can be no assurance that future supply chain problems due to COVID-19
outbreaks will not adversely impact our revenues.

 In
addition, the Company is dependent upon certain contract manufacturers and suppliers and their ability to reliably and efficiently fulfill
its orders is critical to the Company's business success. The COVID-19 pandemic has impacted and may continue to impact certain
of the Company's manufacturers and suppliers, which could result in unavoidable delays and/or increases in our operating costs.
If we are unable to obtain our devices in sufficient quantity and in a timely manner, the development and testing of our medical devices
may be delayed or become infeasible, and regulatory approval or commercial launch of any of our medical devices may be delayed or not
obtained. As a result, the Company has faced and may continue to face additional delays, costs or difficulty sourcing certain products,
which could negatively affect the Company's business and financial results.

 While
it is not possible at this time to estimate the total impact that COVID-19 could have on our business in the future, the continued spread
of COVID-19 and variants of the virus, the rate of vaccinations regionally and globally and the measures taken by the government authorities,
and any future epidemic disease outbreaks, could: Disrupt the supply chain and the manufacture or shipment of products and supplies for
use by us in our research activities and by strategic partners for their distribution and sales activities; delay, limit or prevent us
in our research activities and strategic partners in their distribution and sales activities; impede our negotiations with strategic
partners; impede testing, monitoring, data collection and analysis and other related activities by us; interrupt or delay the operations
of the FDA or other regulatory authorities, which may impact review and approval timelines for initiation of clinical trials or marketing;
or impede the launch or commercialization of any approved products; any of which could delay our strategic partnership plans, increase
our operating costs, and have a material adverse effect on our business, financial condition and results of operations.

 Our
business, financial condition and results of operations could be adversely affected by the political and economic conditions of the countries
in which we conduct business.

 Our
business, financial condition and results of operations could be adversely affected by the political and economic conditions of the countries
in which we conduct business. These factors include:

 challenges
 associated with cultural differences, languages and distance;

 differences
 in clinical practices, needs, products, modalities and preferences;

 longer
 payment cycles in some countries;

 credit
 risks of many kinds;

 legal
 and regulatory differences and restrictions;

 currency
 exchange fluctuations;

 foreign
 exchange controls that might prevent us from repatriating cash earned in certain countries;

 political
 and economic instability and export restrictions;

 variability
 in sterilization requirements for multi-usage surgical devices;

 potential
 adverse tax consequences;

 higher
 cost associated with doing business internationally;

 challenges
 in implementing educational programs required by our approach to doing business;

 negative
 economic developments in economies around the world and the instability of governments, including the threat of war, terrorist attacks,
 epidemic or civil unrest;

 adverse
 changes in laws and governmental policies, especially those affecting trade and investment;

 pandemics,
 such as COVID-19, the Ebola virus, the enterovirus and the avian flu, which may adversely affect our workforce as well as our local
 suppliers and customers;

 import
 or export licensing requirements imposed by governments;

 differing
 labor standards;

 differing
 levels of protection of intellectual property;

 the
 threat that our operations or property could be subject to nationalization and expropriation;

 varying
 practices of the regulatory, tax, judicial and administrative bodies in the jurisdictions where we operate; and

 potentially
 burdensome taxation and changes in foreign tax.

 Adverse
developments affecting the financial services industry, such as actual events or concerns involving liquidity, defaults, or non-performance
by financial institutions or transactional counterparties, could adversely affect our current and projected business operations and our
financial condition and results of operations.

 Actual
events involving limited liquidity, defaults, non-performance or other adverse developments that affect financial institutions, transactional
counterparties or other companies in the financial services industry or the financial services industry generally, or concerns or rumors
about any events of these kinds or other similar risks, have in the past and may in the future lead to market-wide liquidity problems.
For example, on March 10, 2023, Silicon Valley Bank ("SVB"), was closed by the California Department of Financial Protection
and Innovation, which appointed the FDIC as receiver. Similarly, on March 12, 2023, Signature Bank Corp. ("Signature"), and
Silvergate Capital Corp. were each swept into receivership. Although a statement by the Department of the Treasury, the Federal Reserve
and the FDIC indicated that all depositors of SVB would have access to all of their money after only one business day of closure, including
funds held in uninsured deposit accounts, borrowers under credit agreements, letters of credit and certain other financial instruments
with SVB, Signature or any other financial institution that is placed into receivership by the FDIC may be unable to access undrawn amounts
thereunder. In addition, on May 1, the FDIC announced that First Republic had been closed by the California Department of Financial Protection
and Innovation and its assets seized by the FDIC. JPMorgan Chase eventually won the auction, paying the FDIC $10.6 billion for nearly
all of First Republic's assets. Although we are not a borrower under or party to any material letter of credit or any other such
instruments with SVB, Signature or any other financial institution currently in receivership, if we enter into any such instruments and
any of our lenders or counterparties to such instruments were to be placed into receivership, we may be unable to access such funds.
In addition, if any of our customers, suppliers or other parties with whom we conduct business are unable to access funds pursuant to
such instruments or lending arrangements with such a financial institution, such parties' ability to pay their obligations to us
or to enter into new commercial arrangements requiring additional payments to us could be adversely affected. In this regard, counterparties
to credit agreements and arrangements with these financial institutions, and third parties such as beneficiaries of letters of credit
(among others), may experience direct impacts from the closure of these financial institutions and uncertainty remains over liquidity
concerns in the broader financial services industry. Similar impacts have occurred in the past, such as during the 2007-2008 financial
crisis.

 Inflation
and rapid increases in interest rates have led to a decline in the trading value of previously-issued government securities with interest
rates below current market interest rates. Although the U.S. Department of Treasury, FDIC and Federal Reserve Board have announced a
program to provide up to $25 billion of loans to financial institutions secured by certain of such government securities held by financial
institutions to mitigate the risk of potential losses on the sale of such instruments, widespread demands for customer withdrawals or
other liquidity needs of financial institutions for immediately liquidity may exceed the capacity of such program.

 Our
access to funding sources and other credit arrangements in amounts adequate to finance or capitalize our current and projected future
business operations could be significantly impaired by factors that affect us, any financial institutions with which we enter into credit
agreements or arrangements directly, or the financial services industry or economy in general. These factors could include, among others,
events such as liquidity constraints or failures, the ability to perform obligations under various types of financial, credit or liquidity
agreements or arrangements, disruptions or instability in the financial services industry or financial markets, or concerns or negative
expectations about the prospects for companies in the financial services industry. These factors could involve financial institutions
or financial services industry companies with which we have financial or business relationships, but could also include factors involving
financial markets or the financial services industry generally.

 The
results of events or concerns that involve one or more of these factors could include a variety of material and adverse impacts on our
current and projected business operations and our financial condition and results of operations. These risks include, but may not be
limited to, the following:

 delayed
 access to deposits or other financial assets or the uninsured loss of deposits or other financial assets;

 inability
 to enter into credit facilities or other working capital resources;

 potential
 or actual breach of contractual obligations that require us to maintain letters of credit or other credit support arrangements; or

 termination
 of cash management arrangements and/or delays in accessing or actual loss of funds subject to cash management arrangements.

 In
addition, investor concerns regarding the U.S. or international financial systems could result in less favorable commercial financing
terms, including higher interest rates or costs and tighter financial and operating covenants, or systemic limitations on access to credit
and liquidity sources, thereby making it more difficult for us to acquire financing on acceptable terms or at all. Any decline in available
funding or access to our cash and liquidity resources could, among other risks, adversely impact our ability to meet our operating expenses
or other obligations, financial or otherwise, result in breaches of our financial and/or contractual obligations, or result in violations
of federal or state wage and hour laws. Any of these impacts, or any other impacts resulting from the factors described above or other
related or similar factors, could have material adverse impacts on our liquidity and our current and/or projected business operations
and financial condition and results of operations.

 In
addition, any further deterioration in the economy or financial services industry could lead to losses or defaults by our distribution
partners, sponsors, vendors, or suppliers, which in turn, could have a material adverse effect on our current and/or projected business
operations and results of operations and financial condition. For example, a distribution partner may fail to make payments when due,
default under their agreements with us, become insolvent or declare bankruptcy, or a supplier may determine that it will no longer deal
with us as a customer. In addition, a vendor or supplier could be adversely affected by any of the liquidity or other risks that are
described above as factors that could result in material adverse impacts on us, including but not limited to delayed access or loss of
access to uninsured deposits or loss of the ability to draw on existing credit facilities involving a troubled or failed financial institution.
The bankruptcy or insolvency of any distribution partners, sponsor, vendor or supplier, or the failure of any distribution partner to
make payments when due, or any breach or default by a distribution partner, sponsor, vendor, or supplier, or the loss of any significant
supplier relationships, could cause us to suffer material losses and may have a material adverse impact on our business.

 Climate
change impacts including supply chain disruptions, operational impacts, and geopolitical events may impact our business operations.

 We
source a large number of raw materials from third-party suppliers globally. These products include both natural and synthetic materials
derived from plants, animal products, and organic and petroleum-based raw materials. Disruptions to the global supply chain due to climate-related
impacts or geopolitical events are possible and exist as external risk factors that the Company can respond to but not control. These
events could limit the supply of key raw materials to the Company, or could have significant impacts to pricing. We work with multiple
raw material suppliers to mitigate lack of availability from a single supplier, however in some cases products with limited numbers of
suppliers may become difficult to obtain.

 Some
of our vendors have manufacturing operations in areas vulnerable to coastal storms which may increase in magnitude and impact due to
climate change. Increasingly large and unprecedented weather events may pose a risk to business operations in vulnerable areas. Storms
could cause business interruptions, incur additional restoration costs, and impact product availability and pricing.

 Risks
Related to Government Regulation

 Only
one of our products has been authorized for marketing in the United States, other products may not be granted authorization, and any
authorization may be subject to limitations.

 The
Company's medical device, DuraGraft, has been authorized for marketing in the United States by the FDA for use as an intra-operative
vascular conduit storage and flushing solution used during CABG surgeries in the United States, subject to applicable risks, mitigation
requirements, and control provisions. However, none of our other current or future products have been approved for sale in the United
States. Neither we nor any future collaboration partner can commercialize any products we may develop in the U.S. without first obtaining
regulatory approval for the product from the FDA. The regulatory route in the U.S. for any products we may develop will be through a
De Novo process. The De Novo grant process may take several years to complete, and De Novo grants may never be obtained for most of our
products. Before obtaining regulatory approvals for the commercial sale of any product we may develop in the U.S., we must demonstrate
with substantial evidence, gathered in preclinical and well-controlled clinical studies, that the planned product is safe and effective
for use for that target indication. We may not have the resources or ability to conduct such a trial or may not successfully enroll or
complete any such trial. Any products we may develop may not achieve the required primary endpoint in the clinical trial and may not
receive regulatory approval. We must also demonstrate that the manufacturing facilities, processes and controls for any products we may
develop are adequate.

 To
the extent that we or any future collaboration partner has or seeks to successfully obtain a regulatory approval for any product we may
develop for sale in the United States, any approval might contain significant limitations related to use restrictions for specified age
groups, warnings, precautions or contraindications, or may be subject to burdensome post-approval study or risk management requirements.
If we are unable to obtain regulatory approval for any products we may develop in the United States, or any approval contains significant
limitations, we may not be able to obtain sufficient revenue to justify commercial launch. Also, any regulatory approval of a product,
once obtained, may be withdrawn. If we are unable to successfully obtain regulatory approval to sell any products we may develop in the
U.S., our business, financial condition, results of operations and growth prospects could be adversely affected.

 Failure
to obtain regulatory approvals in foreign jurisdictions will prevent us from marketing our products internationally.

 Our
current overseas distribution and marketing partners for DuraGraft, and any other distribution and marketing partners for this and other
products we may seek to market in foreign countries, must comply with the regulations of the foreign countries in which they operate.
The approval procedures vary among countries and can involve additional clinical testing, and the time required to obtain approval may
differ from that required to obtain FDA approval. Moreover, clinical studies or manufacturing processes conducted in one country may
not be accepted by regulatory authorities in other countries. Approval by the FDA does not ensure approval by regulatory authorities
in other countries, and approval by one or more foreign regulatory authorities does not ensure approval by regulatory authorities in
other foreign countries or by the FDA. However, a failure or delay in obtaining regulatory approval in one country may have a negative
effect on the regulatory process in others. The foreign regulatory approval process may include all of the risks associated with obtaining
FDA approval. We may not obtain foreign regulatory approvals on a timely basis, if at all. We may not be able to file for regulatory
approvals and even if we file we may not receive necessary approvals to commercialize our products in any market.

 Even
if we receive regulatory approval for any product we may develop or acquire, we will be subject to ongoing regulatory obligations and
continued regulatory review, which may result in significant additional expense and subject us to penalties if we fail to comply with
applicable regulatory requirements.

 Once
regulatory approval has been obtained, the approved product and its manufacturer are subject to continual review by the FDA or non-U.S.
regulatory authorities. Our regulatory approval for any products we may develop or acquire may be subject to limitations on the indicated
uses for which the product may be marketed. Future approvals may contain requirements for potentially costly post-marketing follow-up
studies to monitor the safety and efficacy of the approved product. In addition, we are subject to extensive and ongoing regulatory requirements
by the FDA and other regulatory authorities with regard to the labeling, packaging, adverse event reporting, storage, advertising, promotion
and recordkeeping for our products. In addition, we are required to comply with cGMP regulations regarding the manufacture of any products
we may develop or acquire, which include requirements related to quality control and quality assurance as well as the corresponding maintenance
of records and documentation. Further, regulatory authorities must approve these manufacturing facilities before they can be used to
manufacture products, and these facilities are subject to continual review and periodic inspections by the FDA and other regulatory authorities
for compliance with cGMP regulations. If we or a third party discover previously unknown problems with a product, such as adverse events
of unanticipated severity or frequency, or problems with the facility where the product is manufactured, a regulatory authority may impose
restrictions on that product, the manufacturer or us, including requiring withdrawal of the product from the market or suspension of
manufacturing.

 Inadequate
funding for the FDA and other government agencies could hinder their ability to hire and retain key leadership and other personnel, prevent
new products and services from being developed or commercialized in a timely manner or otherwise prevent those agencies from performing
normal business functions on which the operation of our business may rely, which could negatively impact our business.

 The
ability of the FDA to review and approve new products can be affected by a variety of factors, including government budget and funding
levels, ability to hire and retain key personnel and accept the payment of user fees, and statutory, regulatory, and policy changes.
Average review times at the agency have fluctuated in recent years as a result. In addition, government funding of the SEC and other
government agencies on which our operations may rely, including those that fund research and development activities, is subject to the
political process, which is inherently fluid and unpredictable.

 Disruptions
at the FDA and other agencies may also slow the time necessary for new product candidates to be reviewed and/or approved by necessary
government agencies, which would adversely affect our business. For example, over the last several years, the U.S. government has shut
down several times and certain regulatory agencies, such as the FDA and the SEC, have had to furlough critical FDA, SEC and other government
employees and stop critical activities. If a prolonged government shutdown occurs, it could significantly impact the ability of the FDA
to timely review and process our regulatory submissions, which could have a material adverse effect on our business. Further, future
government shutdowns could impact our ability to access the public markets and obtain necessary capital in order to properly capitalize
and continue our operations.

 If
a prolonged government shutdown or other disruption occurs, it could significantly impact the ability of the FDA to timely review and
process our regulatory submissions, which could have a material adverse effect on our business. Future shutdowns or other disruptions
could also affect other government agencies such as the SEC, which may also impact our business by delaying review of our public filings,
to the extent such review is necessary, and our ability to access the public markets.

 Healthcare
reform measures could hinder or prevent our products' commercial success.

 In
the U.S., there have been, and we expect there will continue to be, ongoing legislative and regulatory changes to the healthcare system
which could affect our future revenue and profitability. Federal and state lawmakers regularly propose and, at times, enact legislation
that could result in significant changes to the healthcare system, some of which are intended to contain or reduce the costs of medical
products and services. For example, one of the most significant healthcare reform measures in decades, the Patient Protection and Affordable
Care Act, as amended by the Health Care and Education Affordability Reconciliation Act, or "ACA," was enacted in 2010. The
ACA contains a number of provisions, including those governing enrollment in federal healthcare programs, reimbursement changes and fraud
and abuse measures, all of which will impact existing government healthcare programs.

 While
the U.S. Supreme Court has repeatedly upheld the constitutionality of most elements of the ACA, other legal challenges are still pending
final adjudication in several jurisdictions. Although efforts in Congress to repeal the ACA have repeatedly fallen short, there are a
number of ongoing legislative initiatives to modify it. At this time, it remains unclear whether there will be any changes made to the
ACA. We cannot assure you that the ACA, as currently enacted or as amended in the future, will not adversely affect our business and
financial results and we cannot predict how future federal or state legislative or administrative changes relating to healthcare reform
will affect our business.

 In
addition, other legislative changes have been proposed and adopted since the ACA was enacted. There likely will continue to be legislative
and regulatory proposals at the federal and state levels directed at containing or lowering the cost of health care. Medicare reimbursement
for all products and services, including ours, remains highly susceptible to threats of automatic reductions triggered by budgetary shortfalls.
Such payments are subject to recovery of purported overpayment for several years. We cannot predict the initiatives that may be adopted
in the future or their full impact. We cannot predict whether any additional legislative changes will affect our business.

 The
continuing efforts of the government, insurance companies, managed care organizations and other payors of healthcare services to contain
or reduce costs of health care may adversely affect:

 our
 ability to set a price that we believe is fair for our products;

 our
 ability to generate revenue and achieve or maintain profitability; and

 the
 availability of capital.

 Further,
changes in regulatory requirements and guidance may occur, both in the United States and in foreign countries, and we may need to amend
clinical study protocols to reflect these changes. Amendments may require us to resubmit our clinical study protocols to an IRB for reexamination,
which may impact the costs, timing or successful completion of a clinical study. In light of widely publicized events concerning the
safety risk of certain drug and medical device products, regulatory authorities, members of Congress, the Governmental Accounting Office,
medical professionals and the general public have all raised concerns about potential safety issues. These events have resulted in the
recall and withdrawal of medical device products, revisions to product labeling that further limit use of products and establishment
of risk management programs that may, for instance, restrict distribution of certain products or require safety surveillance or patient
education. The increased attention to safety issues may result in a more cautious approach by the FDA or other regulatory authorities
to clinical studies and the medical device approval process. Adverse event data from clinical studies may receive greater scrutiny with
respect to product safety, which may make the FDA or other regulatory authorities more likely to terminate or suspend clinical studies
before completion, or require longer or additional clinical studies that may result in substantial additional expense and a delay or
failure in obtaining approval or approval for a more limited indication than originally sought.

 Given
the serious public health risks of high profile adverse safety events with certain products, the FDA or other regulatory authorities
may require, as a condition of approval, costly risk evaluation and mitigation strategies, which may include safety surveillance, restricted
distribution and use, patient education, enhanced labeling, special packaging or labeling, expedited reporting of certain adverse events,
preapproval of promotional materials and restrictions on direct-to-consumer advertising.

 If
we fail to comply with healthcare regulations, we could face substantial penalties and our business, operations and financial condition
could be adversely affected.

 Even
though we do not and will not control referrals of healthcare services or bill directly to Medicare, Medicaid or other third-party payors,
certain federal and state healthcare laws and regulations pertaining to fraud and abuse and patients' rights are and will be applicable
to our business. The regulations that may affect our ability to operate include, without limitation:

 the
 federal healthcare program Anti-Kickback Statute, which prohibits, among other things, any person from knowingly and willfully offering,
 soliciting, receiving or providing remuneration, directly or indirectly, in exchange for or to induce either the referral of an individual
 for, or the purchase, order or recommendation of, any good or service for which payment may be made under federal healthcare programs,
 such as the Medicare and Medicaid programs;

 the
 U.S. Foreign Corrupt Practices Act, which prohibits payments or the provision of anything of value to foreign officials for the purpose
 of obtaining or keeping business;

 the
 federal False Claims Act ("FCA"), which prohibits, among other things, individuals or entities from knowingly presenting,
 or causing to be presented, false claims, or knowingly using false statements, to obtain payment from the federal government, and
 which may apply to entities like us which provide coding and billing advice to customers;

 federal
 criminal laws that prohibit executing a scheme to defraud any healthcare benefit program or making false statements relating to healthcare
 matters;

 the
 federal transparency requirements under the ACA requires manufacturers of drugs, devices, biologics and medical supplies to report
 to the Department of Health and Human Services information related to physician payments and other transfers of value and physician
 ownership and investment interests;

 HIPAA,
 as amended by HITECH, which governs the conduct of certain electronic healthcare transactions and protects the security and privacy
 of protected health information, and

 state
 law equivalents of each of the above federal laws, such as anti-kickback and false claims laws which may apply to items or services
 reimbursed by any third-party payor, including commercial insurers.

 The
ACA, among other things, amends the intent requirement of the U.S. federal Anti-Kickback Statute and criminal healthcare fraud statutes.
A person or entity no longer needs to have actual knowledge of this statute or specific intent to violate it. In addition, the ACA provides
that the government may assert that a claim including items or services resulting from a violation of the U.S. federal Anti-Kickback
Statute constitutes a false or fraudulent claim for purposes of the FCA.

 If
our operations are found to be in violation of any of the laws described above or any other governmental regulations that apply to us,
we may be subject to penalties, including civil and criminal penalties, damages, fines and the curtailment or restructuring of our operations.
Any penalties, damages, fines, curtailment or restructuring of our operations could adversely affect our ability to operate our business
and our financial results. Any action against us for violation of these laws, even if we successfully defend against it, could cause
us to incur significant legal expenses and divert our management's attention from the operation of our business. Moreover, achieving
and sustaining compliance with applicable federal and state privacy, security and fraud laws may prove costly.

 Climate
change and increased focus by governments, stockholders and customers on sustainability issues, including those related to climate change,
may have a material adverse effect on our business and operations.

 Foreign,
federal, state and local governments, as well as some of our vendors and customers, are beginning to respond to climate change issues.
This increased focus on sustainability may result in new legislation or regulations and vendor and customer requirements that could negatively
affect us as we may incur additional costs or be required to make changes to our operations in order to comply with any new regulations
or vendor, customer, or stockholder requirements. Legislation or regulations that potentially impose restrictions, caps, taxes, or other
controls on emissions of greenhouse gases such as carbon dioxide, a by-product of burning fossil fuels, may have a material adverse effect
on our business and operation. For example, if the vendors we contract with to produce and ship our products become subject to increasingly
restrictive laws protecting the environment, including those relating to climate change, we expect that they would incur increased costs
and may pass such costs on to us, which could have a material adverse effect on our business. If our customers or stockholders were to
require us to use vendors that source, manufacture, or supply their products in accordance with certain sustainability standards, we
expect that such standards would likewise force us to incur additional costs and we may fail to pass such additional costs on to our
customers, which could also have a material adverse effect on our business.

 In
addition, on March 21, 2022, the SEC proposed new rules requiring a range of climate-related disclosure that would be applicable to all
companies that are required to file annual reports or that file registration statements with the SEC, including the Company. The proposed
climate-related disclosure framework is modeled in part on the Task Force on Climate Related Financial Disclosures' recommendations,
and also draws upon the Greenhouse Gas ("GHG") Protocol ("GHG Protocol"). In particular, the proposed rules would
require a registrant to disclose information about: The oversight and governance of climate-related risks by the registrant's board
and management; how any climate-related risks identified by the registrant have had or are likely to have a material impact on its business
and consolidated financial statements, which may manifest over the short-, medium-, or long-term; how any identified climate-related
risks have affected or are likely to affect the registrant's strategy, business model, and outlook; the registrant's processes
for identifying, assessing, and managing climate-related risks and whether any such processes are integrated into the registrant's
overall risk management system or processes; the impact of climate-related events (severe weather events and other natural conditions
as well as physical risks identified by the registrant) and transition activities (including transition risks identified by the registrant)
on the line items of a registrant's consolidated financial statements and related expenditures, and disclosure of financial estimates
and assumptions impacted by such climate-related events and transition activities; "Scope 1" and "Scope 2" (as
defined by the SEC's proposed rule) GHG emissions metrics, separately disclosed, expressed both by disaggregated constituent greenhouse
gases and in the aggregate, and in absolute and intensity terms; "Scope 3" (as defined by the SEC's proposed rule)
GHG emissions and intensity, if material, or if the registrant has set a GHG emissions reduction target or goal that includes its Scope
3 emissions; and the registrant's climate-related targets or goals, and transition plan, if any. The proposed rules would be subject
to certain accommodations and phase-in periods. For example, companies meeting the definition of "smaller reporting company"
in Rule 12b-2 of the Exchange Act, which currently includes the Company (see below, "— We are a 'smaller reporting
company' within the meaning of the Exchange Act, and if we take advantage of certain exemptions from disclosure requirements available
to smaller reporting companies, this could make our securities less attractive to investors and may make it more difficult to compare
our performance with other public companies. " and "— As a 'smaller reporting company,' we may at
some time in the future choose to exempt our company from certain corporate governance requirements that could have an adverse effect
on our public stockholders."), would be exempt from the Scope 3 emissions disclosure requirement. The proposed rules would
also require an attestation report provided by a third-party attestation service provider that satisfies a minimum level of attestation
services for a company that meets the definition of "accelerated filer" or "large accelerated filer" in Rule
12b-2 of the Exchange Act, including: (1) limited assurance for Scopes 1 and 2 emissions disclosure that scales up to reasonable assurance
after a specified transition period; (2) minimum qualifications and independence requirements for the attestation service provider; and
(3) minimum requirements for the accompanying attestation report. A company that is not an "accelerated filer" or "large
accelerated filer", which currently includes the Company, would not be subject to this attestation requirement (see below " —As
a non-accelerated filer, we are not required to comply with the auditor attestation requirements of the Sarbanes-Oxley Act. ").

 Although
we cannot predict the costs of implementation or any potential adverse impacts resulting from the proposed rule, the SEC estimated that
compliance costs for a "smaller reporting company" in the first year of compliance would be $490,000 ($140,000 for internal
costs and $350,000 for outside professional costs), while annual costs in the subsequent five years were estimated to be $420,000 ($120,000
for internal costs and $300,000 for outside professional costs). For non-"smaller reporting company" registrants, the costs
in the first year of compliance were estimated to be $640,000 ($180,000 for internal costs and $460,000 for outside professional costs),
while annual costs in the subsequent five years were estimated to be $530,000 ($150,000 for internal costs and $380,000 for outside professional
costs). To the extent that this rule is finalized as proposed, we could therefore incur significant increased costs relating to the assessment
and disclosure of climate-related matters.

 These
potential additional costs forced changes in operations, or loss of revenues may have a material adverse effect on our business and operations.

 Our
ability to use our net operating loss carryforwards and certain other tax attributes may be limited.

 We
have and may incur again substantial net operating losses (NOLs) during our history. Unused NOLs may carry forward to offset future taxable
income if we achieve profitability in the future, unless such NOLs expire under applicable tax laws. However, under the rules of Sections
382 and 383 of the Internal Revenue Code of 1986, as amended (the "Code"), if a corporation undergoes an "ownership
change," generally defined as a greater than 50% change (by value) in its equity ownership over a three-year period, the corporation's
ability to use its NOLs and other pre-change tax attributes to offset its post-change taxable income or taxes may be limited. The applicable
rules generally operate by focusing on changes in ownership among stockholders considered by the rules as owning, directly or indirectly,
5% or more of the stock of a company, as well as changes in ownership arising from new issuances of stock by the company. As a result
of these rules, in the event that we experience one or more ownership changes as a result of the Company's proposed public offering
or future transactions in our stock, then we may be limited in our ability to use our NOL carryforwards to offset our future taxable
income, if any. In addition, the Tax Cuts and Jobs Act of 2017 imposes certain limitations on the deduction of NOLs generated in tax
years that began on or after January 1, 2018, including a limitation on use of NOLs to offset only 80% of taxable income and the disallowance
of NOL carrybacks. Although NOLs generated in tax years before 2018 may still be used to offset future income without limitation, the
recent legislation may limit our ability to use our NOLs to offset any future taxable income.

 As
of December 31, 2023, and 2022, the Company had NOL carryforwards of $46,255,000 and $41,733,000, respectively. The NMOL carryforwards are expected
to expire at various times through 2041. As discussed above, the Company's NOL carryforwards may be subject to annual limitations,
which could reduce or defer the utilization of the losses as a result of an "ownership change" as described above.

 Risks
Related to Ownership of Our Common Stock

 The
market prices of our securities may fluctuate, and you could lose all or part of your investment.

and after this offering, the market prices for our securities may be volatile. The price of our common stock has been volatile and has
fluctuated significantly in the past on the OTCQB. Our common stock may fluctuate or continue to fluctuate widely in price during and
after this offering in response to various factors after this offering, even if our common stock is listed on the Nasdaq Capital Market,
which is not assured and which is not a condition to the commencement of this offering. Many of these factors are beyond our control,
including: Technological innovations or new products and services by us or our competitors; additions or departures of key personnel;
sales of our shares of common stock; our ability to integrate operations, technology, products and services; our ability to execute our
business plan; operating results below expectations; loss of any strategic relationships; industry developments; economic and other external
factors; and period-to-period fluctuations in our financial results. Because we have a very limited operating history with limited revenues
to date, you may consider any one of these factors to be material. In addition, the securities markets have from time to time experienced
significant price and volume fluctuations that are unrelated to the operating performance of particular companies. These market fluctuations
may also materially and adversely affect the market price of our common stock. Your investment in our common stock could lose some or
all its value as a result.

 We
cannot predict the extent to which an active public trading market for our common stock will develop or be sustained. If an active public
trading market for our common stock does not develop or cannot be sustained, you may be unable to liquidate your investment in our common
stock.

 At
present, there is minimal public trading in our common stock. We cannot predict the extent to which an active public market for our common
stock will develop or be sustained due to a number of factors, including the fact that we are a small company that is relatively unknown
to stock analysts, stock brokers, institutional investors, and others in the investment community that generate or influence sales volume,
and that even if we came to the attention of such persons, they tend to be risk-averse and would be reluctant to follow an unproven company
such as ours or purchase or recommend the purchase of our securities until such time as we became more seasoned and viable. As a consequence,
there may be periods of several days or more when trading activity in our common stock is minimal or non-existent, as compared to a seasoned
issuer which has a large and steady volume of trading activity that will generally support continuous sales without an adverse effect
on market price. We cannot give you any assurance that an active public trading market for our common stock will develop or be sustained.
If such a market cannot be sustained, you may be unable to liquidate your investment in our common stock.

 Our
efforts to obtain and maintain a listing of our common stock on the Nasdaq Capital Market may fail and may not prevent, or may cause,
the decline of the value of your common stock.

 In
connection with a proposed public offering that we no longer intend to pursue, we previously applied to list our common stock on the
Nasdaq Capital Market tier of Nasdaq. In April 2023, we withdrew the registration statement relating to the proposed public offering
because we no longer intended to pursue the proposed public offering. We intend to resume the listing process with Nasdaq or another
national securities exchange when the Company is able to meet securities exchange listing requirements and standards. We believe that
such a listing may be important to the Company's efforts to gain sufficient financing to fund its operations in the short-term
and long-term.

 In
connection with the proposed listing of our common stock on the Nasdaq Capital Market, we may effect, subject to processing by the Financial
Industry Regulatory Authority, Inc. ("FINRA"), a reverse stock split of our common stock at the ratio we believe necessary
to allow us to obtain listing approval of our common stock. Even if such a reverse stock split achieves the requisite increase in the
market price of our common stock for listing of our common stock, there can be no assurance that the market price of our common stock
following the reverse stock split will remain at the level required for continuing compliance with such requirements. It is not uncommon
for the market price of a company's common stock to decline in the period following a reverse stock split. On August 3, 2022, January
5, 2023, and January 13, 2023, we made certain filings with the Secretary of State of the State of Nevada (the "Nevada Secretary
of State") providing for reverse stock splits and stock splits of our common stock that in aggregate would have effected a reverse
stock split of our common stock on a 1-for-15 ratio. From August 3, 2022 to the date of this prospectus, our common stock has continued
to trade on the OTCQB on a pre-split basis pending FINRA's processing of such a reverse stock split. On May 15, 2023, we made a
filing with the Nevada Secretary of State providing for a 15-for-1 forward stock split, which effectively returned the number of outstanding
shares to the amount existing prior to the initial filing on August 3, 2022. In addition, FINRA did not process any of the reverse or
forward stock splits and they were not reflected in the price or other information relating to our stock quoted on the OTCQB. Nevertheless,
our stock price declined from $2.39 per share based on the last reported price on the OTCQB on August 3, 2022 to $0.10 per share based
on the last reported price on the OTCQB on May 13, 2024. It is possible that, if we effect a new reverse stock split, even if FINRA
does not process it, it may contribute to the further decline of our common stock. In any event, other factors unrelated to the number
of shares of our common stock outstanding, such as negative financial or operational results, could adversely affect the market price
of our common stock and thus jeopardize our ability to meet or maintain Nasdaq's minimum bid price requirement.

 If
we are unable to satisfy Nasdaq's listing requirements or standards, we will not be able to meet Nasdaq's initial listing
application requirements. We can provide no assurance that any action taken by us would allow our common stock to be listed on the Nasdaq
Capital Market, stabilize the market price or improve the liquidity of our common stock, prevent the price of our common stock from dropping
below Nasdaq's minimum bid price requirement, or prevent future non-compliance with Nasdaq listing requirements. If we are unable
to list our common stock on the Nasdaq Capital Market, we may experience heightened difficulty in raising sufficient funding to meet
our capital and cash requirements over the 12 months ended June 30, 2024 and any period beyond that date.

 Assuming
that our common stock is listed on the Nasdaq Capital Market, we must continue to meet certain financial and liquidity criteria to maintain
such listing. If we violate applicable Nasdaq listing requirements, or fail to meet any applicable listing standards, our common stock
may be delisted. In addition, our board of directors may determine that the cost of maintaining our listing on the Nasdaq Capital Market
outweighs the benefits of such listing.

 The
Company's common stock currently trades on the OTCQB, an over-the-counter market. Our common stock will no longer trade on the
OTCQB in the event we list our common stock on the Nasdaq Capital Market. The failure to list our common stock on the Nasdaq Capital
Market, or the delisting of our common stock from the Nasdaq Capital Market, would cause our common stock to continue to, or become able
to, trade in the United States only on the over-the-counter market. The over-the-counter market is a significantly more limited market
than the Nasdaq Capital Market and other national securities exchange markets. The quotation of our common stock on the over-the-counter
market may result in a less liquid market available for existing and potential stockholders to trade shares of our common stock, could
depress the trading prices of our common stock and could have a long-term adverse impact on our ability to raise capital in the future.
As a result, investors may find it difficult to buy or sell or obtain accurate quotations for our common stock, and the liquidity of
our common stock may remain limited. The failure to list or the delisting of our common stock may therefore materially impair our stockholders'
ability to buy and sell our common stock and could have an adverse effect on the market price of, and the efficiency of the trading market
for, our common stock. The failure to list or the delisting of our common stock could also significantly impair our ability to raise
capital and the value of your investment.

 In
the event that our common stock is not listed or is delisted from the Nasdaq Capital Market, U.S. broker-dealers may be discouraged from
effecting transactions in shares of our common stock because they may be considered penny stock and thus be subject to the penny stock
rules.

 The
SEC has adopted a number of rules to regulate "penny stock" that restricts transactions involving securities which are deemed
to be penny stock. Such rules include Rules 3a51-1, 15g-1, 15g-2, 15g-3, 15g-4, 15g-5, 15g-6, 15g-7, and 15g-9 under the Exchange Act.
These rules may have the effect of reducing the liquidity of "penny stocks". "Penny stocks" generally are equity
securities with a price of less than $5.00 per share other than securities registered on the Nasdaq Capital Market and certain national
securities exchanges if current price and volume information with respect to transactions in such securities is provided by the exchange
or system. Our shares of common stock have in the past constituted, currently constitute, and in the future may continue to constitute,
"penny stock" within the meaning of the rules. The additional sales practice and disclosure requirements imposed upon U.S.
broker-dealers may discourage such broker-dealers from effecting transactions in shares of our common stock, which could severely limit
the market liquidity of such shares of common stock and impede their sale in the secondary market.

 A
U.S. broker-dealer selling "penny stock" to anyone other than an established customer or "accredited investor"
(generally, an individual with a net worth in excess of $1,000,000 or an annual income exceeding $200,000, or $300,000 together with
the individual's spouse) must make a special suitability determination for the purchaser and must receive the purchaser's
written consent to the transaction prior to sale, unless the broker-dealer or the transaction is otherwise exempt. In addition, the "penny
stock" regulations require the U.S. broker-dealer to deliver, prior to any transaction involving a "penny stock", a
disclosure schedule prepared in accordance with SEC standards relating to the "penny stock" market, unless the broker-dealer
or the transaction is otherwise exempt. A U.S. broker-dealer is also required to disclose commissions payable to the U.S. broker-dealer
and the registered representative and current quotations for the securities. Finally, a U.S. broker-dealer is required to submit monthly
statements disclosing recent price information with respect to the "penny stock" held in a customer's account and information
with respect to the limited market in "penny stocks".

 Stockholders
should be aware that, according to the SEC, the market for "penny stocks" has suffered in recent years from patterns of fraud
and abuse. Such patterns include (i) control of the market for the security by one or a few broker-dealers that are often related to
the promoter or issuer; (ii) manipulation of prices through prearranged matching of purchases and sales and false and misleading press
releases; (iii) "boiler room" practices involving high-pressure sales tactics and unrealistic price projections by inexperienced
sales persons; (iv) excessive and undisclosed bid-ask differentials and markups by selling broker-dealers; and (v) the wholesale dumping
of the same securities by promoters and broker-dealers after prices have been manipulated to a desired level, resulting in investor losses.
Our management is aware of the abuses that have occurred historically in the "penny stock" market. Although we do not expect
to be in a position to dictate the behavior of the market or of broker-dealers who participate in the market, management will strive
within the confines of practical limitations to prevent the described patterns from being established with respect to our common stock.

 We
have never paid cash dividends on our stock and do not intend to pay dividends for the foreseeable future.

 We
have paid no cash dividends on any class of our stock to date and we do not anticipate paying cash dividends in the near term. For the
foreseeable future, we intend to retain any earnings to finance the development and expansion of our business, and we do not anticipate
paying any cash dividends on our common stock. Accordingly, investors must be prepared to rely on sales of their securities after price
appreciation to earn an investment return, which may never occur. Investors seeking cash dividends should not purchase our common stock.
Any determination to pay dividends in the future will be made at the discretion of our board of directors and will depend on our results
of operations, financial condition, contractual restrictions, restrictions imposed by applicable law and other factors our board deems
relevant.

 Raising
additional capital may adversely affect your rights as stockholders, restrict our operations or require us to relinquish rights to our
technologies or medical devices.

 We
expect to finance our cash needs through a combination of private and public equity offerings, debt financings, government or other third-party
funding, and collaboration arrangements or acquisitions. To the extent that we raise additional capital through the sale of common stock,
convertible securities or other equity securities, the ownership interest of our stockholders may be materially diluted, and the terms
of these securities may include liquidation or other preferences that adversely affect the interests of our stockholders. Debt financing
and preferred equity financing, if available, would result in increased fixed payment obligations and may involve agreements that include
covenants limiting or restricting our ability to take specific actions, such as incurring additional debt, making capital expenditures
or declaring dividends, that could adversely impact our ability to conduct our business. Securing additional financing could require
a substantial amount of time and attention from our management and may divert a disproportionate amount of their attention away from
day-to-day activities, which may adversely affect our management's ability to oversee the development or acquisition of products.

 If
we raise additional funds through collaborations, strategic alliances or marketing, distribution, or licensing arrangements with third
parties, we may have to relinquish valuable rights to our technologies, future revenue streams, research programs or medical devices
or grant licenses on terms that may not be favorable to us. If we are unable to raise additional funds through equity or debt financings
when needed, we may be required to delay, limit, reduce or terminate our product development or future commercialization efforts or grant
rights to develop and market medical devices that we would otherwise prefer to develop and market ourselves.

 We
may be at risk of securities class action litigation.

 We
may be at risk of securities class action litigation. In the past, life sciences, biotechnology and pharmaceutical companies have experienced
significant stock price volatility, particularly when associated with binary events such as clinical trials and product approvals. If
we face such litigation, it could result in substantial costs and a diversion of management's attention and resources, which could
harm our business and results in a decline in the market prices of our securities.

 If
securities or industry analysts do not publish research or reports about our business, or if they change their recommendations regarding
our common stock adversely, the market price and trading volume of our common stock could decline.

 The
trading market for our common stock will be influenced by the research and reports that industry or securities analysts publish about
us or our business. We do not currently have and may never obtain research coverage by industry or financial analysts. If no or few analysts
commence coverage of us, the trading prices of our securities would likely decrease. Even if we do obtain analyst coverage, if one or
more of the analysts who cover us downgrade our securities, the price of our common stock would likely decline. If one or more of these
analysts cease coverage of our company or fail to regularly publish reports on us, we could lose visibility in the financial markets,
which in turn could cause the price of our common stock or trading volume to decline.

 Our
articles of incorporation, bylaws and Nevada law have anti-takeover provisions that could discourage, delay or prevent a change in control,
which may cause the prices of our securities to decline.

 Our
articles of incorporation, bylaws and Nevada law contain provisions which could make it more difficult for a third party to acquire us,
even if closing such a transaction would be beneficial to our stockholders. We are currently authorized to issue up to 25,000,000 shares
of "blank check" preferred stock. This preferred stock may be issued in one or more series, the terms of which may be determined
at the time of issuance by our board of directors without further action by stockholders. The terms of any series of preferred stock
may include voting rights (including the right to vote as a series on particular matters), preferences as to dividend, liquidation, conversion
and redemption rights and sinking fund provisions. No shares of our preferred stock are currently outstanding. The issuance of any preferred
stock could materially adversely affect the rights of the holders of our securities, and therefore, reduce the value of our securities.
In particular, specific rights granted to future holders of preferred stock could be used to restrict our ability to merge with, or sell
our assets to, a third party and thereby preserve control by current management.

 Our
articles of incorporation, bylaws or Nevada law contain provisions that are intended to deter coercive takeover practices and inadequate
takeover bids by making such practices or bids unacceptably expensive to the raider and to encourage prospective acquirers to negotiate
with our board of directors rather than to attempt a hostile takeover. These provisions include, among others:

 the
 inability of our stockholders to call a special meeting;

 rules
 regarding how stockholders may present proposals or nominate directors for election at stockholder meetings;

 the
 right of our board to issue preferred stock without stockholder approval; and

 the
 ability of our directors, and not stockholders, to fill vacancies on our board of directors.

 Provisions
of our articles of incorporation, bylaws or Nevada law also could have the effect of discouraging potential acquisition proposals or
making a tender offer or delaying or preventing a change in control, including changes a stockholder might consider favorable. Such provisions
may also prevent or frustrate attempts by our stockholders to replace or remove our management. In particular, our articles of incorporation,
our bylaws or Nevada law, as applicable, among other things, may provide our board of directors with the ability to alter our bylaws
without stockholder approval, and provide that vacancies on our board of directors may be filled by a majority of directors in office,
although less than a quorum.

 In
addition, we are subject to Nevada's Combination with Interested Stockholders Statute (Nevada Revised Statutes ("NRS")
Sections 78.411 – 78.444), which prohibits an interested stockholder from entering into a "combination" with the corporation,
unless certain conditions are met. These provisions are expected to discourage certain types of coercive takeover practices and inadequate
takeover bids and to encourage persons seeking to acquire control of our company to first negotiate with our board of directors. These
provisions may delay or prevent someone from acquiring or merging with us, which may cause the market prices of our securities to decline.

 We
have elected out of Nevada's Acquisition of Controlling Interest Statute (NRS Sections 78.378 – 78.3793), which prohibits
an acquirer, under certain circumstances, from voting shares of a corporation's stock after crossing specific threshold ownership
percentages. The election out of the Acquisition of Controlling Interest Statute can be reversed by an amendment to our bylaws by the
stockholders or our board of directors, which would also have the effect of discouraging or delaying from acquiring or merging with us.

 ITEM
1B. UNRESOLVED STAFF COMMENTS

 None.

 ITEM 1C. CYBERSECURITY

 Risk
Management and Strategy

 We
recognize the importance of managing the material risks of cybersecurity threats, and we have implemented processes for identifying and
assessing cybersecurity risks and incidents. Senior management oversees and works closely with our IT department to continuously review
and evaluate cybersecurity risks in alignment with our business goals and needs.

 Governance

 Our
Chief Executive Officer and Chief Financial Officer are primarily responsible for timely updating the Board of Directors and the Audit
Committee about any material cybersecurity incidents or threats or any cybersecurity related issues worthy of their attention.

 ITEM
2. PROPERTIES

 From
the date of our acquisition of the Somahlution Assets in July 2020 through December 2020, we leased approximately 20,000 square feet
in a building located at 225 Chimney Corner Lane, Jupiter, Florida 33458, which is owned by the Chairman of our board of directors and
the former owner of Somahlution. On December 11, 2020, we entered into a five-and-a-half-year lease for approximately 10,300 square feet
at 555 Heritage Drive, Jupiter, Florida 33458, which includes office and laboratory space. Our principal executive office is located
at this Jupiter, Florida address. Effective April 1, 2022, the Company amended the lease agreement to add additional space for administrative
office and laboratories. Under the amended lease, our office and laboratory space increased to 13,353 square feet. The monthly cost of
total expanded lease space during 2022 was approximately $15,260 increasing to $15,641 in 2023 and will increase by 2.5% annually thereafter
until the end of the term. As of April 1, 2022, monthly operating expenses for total expanded premises increased from approximately $12,000
to $17,500 per month. The lease term is currently scheduled to end on July 31, 2026.

 For
additional information, see Note 2, Leases, included in "Item 8. Financial Statements and Supplementary Data " of this
Annual Report on Form 10-K.

 ITEM
3. LEGAL PROCEEDINGS

 From
time to time, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. However,
litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may
harm our business. Except as described below, we are not aware of any such legal proceedings or claims against us.

 DeVito
Litigation

 On
June 7, 2022, Nicholas DeVito, a former Interim Chief Executive Officer and Interim Chief Financial Officer of the Company, filed a Complaint
in the Circuit Court of the Fifteenth Judicial Circuit in and for Palm Beach County, Florida, Case No. 50-2022-CA-005437 (the "Florida
Circuit Court"), against the Company (the "DeVito Complaint"). The DeVito Complaint claimed breach of contract, declaratory
relief, specific performance, breach of an implied covenant of good faith and fair dealing, and unjust enrichment against the Company
with respect to the Company's alleged breach of the common stock issuance requirements of an Incentive Stock Option Agreement between
Mr. DeVito and the Company, dated as of July 13, 2019 (the "DeVito ISO"). Under the DeVito ISO, on July 13, 2019, the Company
granted an option to Mr. DeVito to purchase 33,333shares of common stock at $15.15 per share, subject to certain vesting terms. The DeVito
ISO provided that it would terminate twelve (12) months after the end of Mr. DeVito's "Continuous Service," which was
not defined by the DeVito ISO. On August 27, 2020, as part of a Mutual Release of Claims Agreement between Mr. DeVito and the Company
dated as of that date (the "DeVito Release"), the Company agreed to immediately vest the unvested portion of the DeVito ISO
such that the DeVito ISO became fully vested, to pay Mr. DeVito $20,000 to add in the transition during the month of September 2020,
and that Mr. DeVito would retain all of his rights under the DeVito ISO. Under the DeVito Release, Mr. DeVito agreed to step down from
his positions as Interim Chief Executive Officer and Interim Chief Financial Officer on September 1, 2020, to assist Marizyme with its
transition to a new Chief Executive Officer and Chief Financial Officer for the month of September 2020, and effective as of September
1, 2020 would no longer act as an officer of Marizyme in any capacity. The DeVito Release also recited that the Company requested that
Mr. DeVito be available for additional consulting going forward as the needs of the business dictate. The DeVito Release also provided
for a general mutual release of claims by the Company and Mr. DeVito apart from continuing employment obligations and corporate officer
indemnification obligations of Marizyme. The DeVito Complaint alleged that Mr. DeVito continued his role as an advisor and consultant
to the Company. Due to the Company's alleged nonperformance of Mr. DeVito's exercise rights under the DeVito ISO, the DeVito
Complaint sought declaratory relief, specific performance, direct and consequential damages in an unspecified amount of more than $30,001.00,
damages prescribed by the DeVito ISO, reasonable attorney's fees and costs, prejudgment interest, and such other relief as the
court deems equitable. On July 21, 2022, the Company filed a motion to dismiss the claims of declaratory relief, specific performance,
and breach of an implied covenant of good faith and fair dealing in the DeVito Complaint. On August 3, 2022, Mr. DeVito filed an amended
complaint without a hearing (the "Amended DeVito Complaint"). The Amended DeVito Complaint includes two claims, for breach
of contract and unjust enrichment, and otherwise realleges substantially all of the factual allegations of the DeVito Complaint. On August
26, 2022, the Company filed an Answer to the Amended DeVito Complaint denying substantially all of the allegations.

 Under
a Confidential Settlement Agreement, dated November 18, 2022 (the "DeVito Settlement Agreement"), the Company and Mr. DeVito
agreed that Mr. DeVito would dismiss the DeVito Complaint. The parties also agreed that following an anticipated reverse split, the Company
was required to issue Mr. DeVito 60,000 "post-split" shares to be delivered in paper certificate form within three (3) business
days of the reverse split. The DeVito Settlement Agreement further provided that the delivered shares would be subject to normal and
customary restrictions pursuant to Rule 144 of the SEC. In the event no split occurred by December 12, 2022, the Company was required
to issue Mr. DeVito 240,000 "pre-split" shares. In addition, the parties agreed that no further continuous service is required
pursuant to Section 2 of the DeVito Release. Pursuant to the agreement, on January 4, 2023, the Company issued 240,000 shares of common
stock to Mr. DeVito.

 Chandler
Litigation

 On
January 28, 2022, the Company filed a Complaint in the Florida Circuit Court, case number 50-2022-CA-000859-XXX-MB, against Amy Chandler
(the "Chandler Complaint"). The Chandler Complaint sought damages for breach of fiduciary duty, breach of contract, negligence,
conversion, and civil theft. The Chandler Complaint alleged that, prior to her resignation in September 2021, Ms. Chandler intentionally
and recklessly took actions to cancel the CE certificate required by European Union regulations in order for Marizyme and its subsidiary,
Somahlution, Inc., to ship and distribute certain products to/within the European Union. The Chandler Complaint also alleged that Ms.
Chandler disregarded her fiduciary duty to Marizyme and responsibilities as the top regulatory and compliance official of Marizyme. As
a result, the Chandler Complaint alleged that Ms. Chandler's actions caused significant disruption and damage to Marizyme's
business, including, but not limited to, financial damages and damage to Marizyme's reputation and business relationships. The
Chandler Complaint further alleged that prior to her last day, Ms. Chandler stole confidential, proprietary files governing Marizyme's
quality management system, which related to internal business operations, and that Marizyme incurred significant costs to recreate these
files. The Chandler Complaint alleged damages in excess of thirty thousand dollars ($30,000.00), exclusive of interest, attorneys'
fees, and costs.

 On
February 28, 2022, Ms. Chandler filed an Answer, Affirmative Defenses and Counterclaim with the Florida Circuit Court (the "Answer").
The Answer denied the claims in the Chandler Complaint and most of the factual allegations regarding Ms. Chandler's alleged actions.
The Answer also asserted a counterclaim against the Company for defamation per se. The Answer sought to recover monetary damages, attorneys'
fees, and court costs in connection with this litigation. The Answer also demanded a trial by jury on all triable issues.

 On
March 18, 2022, the Company filed a Motion to Dismiss Ms. Chandler's Counterclaim with the Florida Circuit Court (the "Motion
to Dismiss"). The Motion to Dismiss stated that Ms. Chandler's Counterclaim for defamation per se should be dismissed with
prejudice. On July 13, 2022, the court ruled that the counterclaim of defamation was dismissed with prejudice. Ms. Chandler's deposition
was taken on September 21, 2022. On November 21, 2022, the Company filed a notice of voluntary dismissal without prejudice of its complaint
and the case was dismissed.

 Campbell/Harmon
Litigation

 On
August 19, 2021, Dr. Neil Campbell, former President, Chief Executive Officer and director of the Company, and Bruce Harmon, former Chief
Financial Officer and Secretary of the Company, each filed a Complaint and Demand for Jury Trial in the Circuit Court of the Fifteenth
Judicial Circuit in and for Palm Beach County, Florida, case numbers No. 50-2021-CA-009938 and No. 50-2021-CA-009954, respectively, against
the Company and Insperity Peo Services, L.P., a Delaware limited partnership ("Insperity"), a joint employer of Dr. Campbell
and Mr. Harmon with the Company under a Client Service Agreement, dated November 30, 2020 (collectively, the "Campbell/Harmon Complaints").
Both Campbell/Harmon Complaints alleged that the Company and Insperity violated Section 448.105 of the Florida Private Whistleblower
Act as a result of the constructive terminations of Dr. Campbell and Mr. Harmon after the occurrence of violations of federal and state
law, including federal securities law, at the Company that exposed Dr. Campbell and Mr. Harmon to civil and criminal forms of liability
and that the Company was not addressing to their satisfaction. Both of the Campbell/Harmon Complaints demanded approximately $30,000-$50,000
in back pay and benefits, interest on back pay, front pay and/or lost earning capacity, compensatory damages, costs and attorney's
fees, and such other relief as the court deems equitable.

to a Joint Stipulation of Voluntary Dismissal With Prejudice filed in each of these cases, the arbitrator of these cases dismissed Dr.
Campbell and Mr. Harmon's actions with prejudice on April 18, 2022 and April 14, 2022, respectively, and the court subsequently
dismissed Dr. Campbell and Mr. Harmon's actions with prejudice on April 22, 2022 and April 14, 2022, respectively.

 Bankruptcy
or Similar Proceedings

 There
has been no bankruptcy, receivership or similar proceeding pertaining to the Company.

 ITEM
4. MINE SAFETY DISCLOSURES

 Not
applicable.

 PART
II

 ITEM
5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

 Market
Information

 Our
common stock is listed on the OTCQB tier of OTC Markets Group, Inc. under
the symbol "MRZM".

 Holders
of Common Stock

 As
of May 13, 2024, there were 131,793,088 shares of our common stock outstanding held by approximately 401 holders of record of our common
stock. This number was derived from our stockholder records and does not include beneficial owners of our common stock whose shares are
held in the name of various dealers, clearing agencies, banks, brokers and other fiduciaries.

 Dividend
Policy

 We
have never declared or paid cash dividends on our common stock. We currently intend to retain all available funds and any future earnings
for use in the operation of our business and do not anticipate paying any cash dividends on our common stock in the near future. We may
also enter into credit agreements or other borrowing arrangements in the future that will restrict our ability to declare or pay cash
dividends on our common stock. Any future determination to declare dividends will be made at the discretion of our board of directors
and will depend on our financial condition, operating results, capital requirements, contractual restrictions, general business conditions
and other factors that our board of directors may deem relevant.

 Recent
Sales of Unregistered Securities

 We
did not sell any equity securities during the 2023 fiscal year that were not previously disclosed in a quarterly report on Form 10-Q
or a current report on Form 8-K that was filed during the 2023 fiscal year.

 Repurchases
of Equity Securities by the Issuer and Affiliated Purchasers

 We
did not purchase any of our registered securities during the period covered by this Annual Report.

Authorized for Issuance Under Equity Compensation Plans

 See
"Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters – Securities
Authorized for Issuance under Equity Compensation Plans. "

 ITEM
6. [RESERVED]

 ITEM
7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 The
following discussion and analysis of our financial condition and results of operations should be read together with our consolidated
financial statements and related notes appearing elsewhere in this Annual Report on Form 10-K. Some of the information contained in this
discussion and analysis or set forth elsewhere in this Annual Report on Form 10-K, including information with respect to our plans and
strategy for our business and financing needs, includes forward-looking statements that involve risks and uncertainties and should be
read together with "Item 1A. Risk Factors " of this Annual Report on Form 10-K for a discussion of important factors
that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained
in the following discussion and analysis. Our actual results could differ materially from those anticipated in these forward-looking
statements as a result of various factors, including those discussed below and elsewhere in this Annual Report and in other reports we
file with the SEC, particularly those under "Item 1A. Risk Factors ".

 Overview

 Marizyme
is a medical technology company changing the landscape of cardiac care by delivering innovative solutions for coronary artery bypass
graft (CABG) surgery.

 Since
October 2023, DuraGraft has been authorized for marketing by the U.S. Food and Drug Administration, or FDA, for use as an intra-operative
vascular conduit storage and flushing solution used during CABG surgeries in the United States, subject to applicable risks, mitigation
requirements, and control provisions. Since August 2014, DuraGraft has also had the CE marking required to be sold in the EEA, and DuraGraft
has therefore been assessed as meeting the EEA safety, health, and environmental protection requirements.

 Having
 received FDA authorization for marketing of DuraGraft, we are proceeding with our plans to commercialize DuraGraft in the United
 States and continue to generate international revenue growth from sales of DuraGraft. In the U.S. marketplace, we intend to employ
 a small direct sales force focusing on marketing and sales to hospital integrated networks. We have also begun the process of developing
 the U.S. CABG market for DuraGraft with select clinical studies, the development of known opinion leaders, or KOLs, the promotion
 of existing publications, and digital marketing. We will also seek to develop and commercialize additional applications for the technology
 underlying DuraGraft.

 Our
DuraGraft commercialization plan using its CE marking and existing distribution partners in select European and Asian countries resumed
in the second quarter of 2022, with a targeted approach based on market access, existing KOLs, clinical data and revenue penetration.
In Europe and elsewhere, we will continue our DuraGraft marketing efforts relying on our DuraGraft CE marking and our distribution partners.
The CE marking signifies that DuraGraft may be sold in the EEA and that DuraGraft has been assessed as meeting safety, health, and environmental
protection requirements. We are currently working with local distributors of cardiovascular disease-related products, in accordance with
local regulatory requirements, to sell and increase the market share of DuraGraft in Spain, Austria, Switzerland, Germany, Chile, Turkey,
Italy, and the UK among others.

 We
also continue to focus on the development of MAR-FG-001, a technology for use in fat grafting procedures formulated as a tumescent solution
base for protecting adipose tissue during adipose tissue harvesting and storage.

 We
have either paused or significantly slowed down the development of our other pipeline technologies, including Krillase and MATLOC. Our
MATLOC CKD point-of-care device is still being developed through a Sponsored Research Agreement, or SRA. An SRA is an agreement (which
may be classified as a grant, contract or cooperative agreement) under which one party (the "Sponsor") provides funding to
a second party to support the performance of a specified research project or related activity. The Sponsor may be a foundation, government
agency, for-profit entity, research institute, or another university. Apart from the SRA, no additional capital is going to the Krillase
or MATLOC pipeline technologies.

 In
the near term, we expect to generate revenue primarily from the sale of DuraGraft through the expansion of our international marketing
efforts by our distribution partners in Europe and in other countries that accept CE marking. We anticipate that once we commence marketing
and sales operations for DuraGraft in the U.S., we will be able to generate sustainable revenue growth and continue the expansion of
DuraGraft and expedite the development of MAR-FG-001 into medical products.

 Our
primary products and medical devices, DuraGraft and MAR-FG-001, and other aspects of our business, are described in the section "Item
1 - Business" of this Annual Report.

 Principal
Factors Affecting Our Financial Performance

 Our
operating results are primarily affected by the following factors:

 our
 ability to generate revenue from sales of our products;

 our
 ability to obtain FDA approval for our products;

 our
 ability to access additional capital and the size and timing of subsequent financings, if any;

 the
 costs of acquiring and utilizing data, technology, and/or intellectual property to successfully reach our goals and to remain competitive;

 personnel
 and facilities costs in any region in which we seek to introduce and market our products;

 the
 costs of sales, marketing, and customer acquisition;

 the
 average price for our products that will be paid by consumers;

 the
 number of our products ordered per quarter;

 costs
 to manufacture our products;

 the
 costs of compliance with any unforeseen regulatory obstacles or governmental mandates in any states or countries in which we seek
 to operate; and

 the
 costs of any additional clinical studies which are deemed necessary for us to remain viable and competitive in any region of the
 world.

 Smaller
Reporting Company

 We
are a "smaller reporting company" as defined in Rule 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage
of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We
will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our shares held by non-affiliates
equals or exceeds $250 million as of the prior June 30 th, or (2) our annual revenues equaled or exceeded $100 million during
such completed fiscal year and the market value of our shares held by non-affiliates equals or exceeds $700 million as of the prior June
30 th.

 Results
of Operations

 Components
of Results of Operations

represents gross product sales less service fees and product returns. For our distribution partner channel, we recognize revenue for
product sales at the time of delivery of the product to our distribution partner. As our products have an expiration date, if a product
expires, we will replace the product at no charge. Currently, all of our revenue is generated from the sale of DuraGraft in European
and Asian markets where the product has the required regulatory approvals.

Costs of Revenue

costs of revenue include primarily product costs, which include all costs directly related to the purchase of raw materials, charges
from our contract manufacturing organizations, and manufacturing overhead costs, as well as shipping and distribution charges. Direct
costs of revenue also include losses from excess, slow-moving or obsolete inventory and inventory purchase commitments, if any.

 Research
and Development

 All
research and development costs are expensed in the period incurred and consist primarily of salaries, payroll taxes, and employee benefits,
those individuals involved in research and development efforts, external research and development costs incurred under agreements with
contract research organizations and consultants to conduct and support the Company's ongoing clinical trials of DuraGraft, and
costs related to manufacturing DuraGraft for clinical trials. The Company has entered into various research and development contracts
with various organizations and other companies.

Fees

fees include legal fees relating to intellectual property development, due diligence and corporate matters, and consulting fees for accounting,
finance, and valuation services. Professional fees paid related parties relate to certain consulting services. We anticipate increased
expenses related to audit, legal, regulatory, and tax-related services associated with maintaining compliance with SEC requirements,
and with listing and maintaining compliance with Nasdaq.

 Salaries
and Stock-Based Compensation

 Salaries
consist of compensation and related personnel costs. Stock-based compensation represents the fair value of equity-settled share awards
on stock options granted by the Company to its employees, officers, directors, and consultants. The fair value of awards is calculated
using the Black-Scholes option pricing model, which considers the following factors: exercise price, current market price of the underlying
shares, expected life, risk-free interest rate, expected volatility, dividend yield, and forfeiture rate.

 Other
General and Administrative Expenses

 Other
general and administrative expenses consist principally of marketing and selling expenses, facility costs, administrative and office
expenses, director and officer insurance premiums, and investor relations costs associated with operating a public company.

 Other
Income (Expenses)

 Other
income and expenses consist of mark-to-market adjustments on contingent liabilities assumed on the acquisition of the Somahlution Assets,
interest and accretion expenses related to our Convertible Notes, gain on debt extinguishment, and cancellation of common stock pursuant
to the October 2022 Letter Agreement.

 Comparison
of the Years Ended December 31, 2023 and 2022

 The
following table summarizes our results of operations for the years ended December 31, 2023 and 2022:

 Years
 Ended December 31,

 2023

 2022

 Change

 $
 645,810

 $
 233,485

 $
 412,325

 Cost
 of goods sold

 188,108

 54,319

 133,789

 Gross
 profit

 457,702

 179,166

 278,536

 Operating
 expenses:

 %

 %

 costs of revenue

 fees

 2,300,384

 2,082,079

 218,305

 Salary
 expenses

 1,317,581

 2,421,969

 (1,104,388
)

 Research
 and development

 2,176,740

 3,978,826

 (1,802,086
)

 compensation

 (1,379,351
)

 Depreciation
 and amortization

 841,217

 841,444

 (227
)

 Royalty
 expense

 218,794

 -

 218,794

 of intangible assets

 14,244,375

 24,350,000

 (10,105,625
)

 Other
 general and administrative expenses

 12,918,530

 1,922,696

 10,995,834

 Total
 operating expenses

 34,544,218

 37,502,962

 (2,958,744
)

 Total
 operating loss

 $
 (34,086,516
)

 $
 (37,323,796
)

 $
 3,237,280

 Other
 income (expenses):

 Interest
 and accretion expense

 (30,224,223
)

 (2,789,255
)

 (27,434,968
)

 Change
 in fair value of contingent liabilities

 4,301,000

 1,606,000

 2,695,000

 Change
 in fair value of derivative liabilities

 795,934

 -

 795,934

 Gain
 on debt extinguishment

 755,364

 338,181

 417,183

 Loss
 on issuance of debt

 (6,888,475
)

 -

 (6,888,475
)

 Gain
 on share redemption

 -

 3,000

 (3,000
)

 Net
 loss

 $
 (65,346,916
)

 $
 (38,165,870
)

 $
 (27,181,046
)

 We
recognized revenue of approximately $0.65 million for the year ended December 31, 2023 compared to approximately $0.23 million for the
year ended December 31, 2022. During the year ended December 31, 2022, the Company experienced a lack of significant revenue due to the
impact of the COVID-19 pandemic on its supply chain and the production of DuraGraft inventory. However, with the Company's inventory
production returning to pre-pandemic levels by the end of the second quarter of 2022 and subsequent sales resumption, there has been
a notable increase in revenue year over year.

Costs of Revenue

the year ended December 31, 2023, we incurred approximately $0.19 million in direct costs of revenue, representing a increase of $0.13
million, or 246.3%, compared to approximately $0.05 million in direct costs of revenue incurred during the year ended December 31, 2022.
The increase in cost of goods sold was due to increased sales during December 31, 2023 compared to December 31, 2022.

Fees

fees increased by $0.22 million, or 10.5%, to approximately $2.30 million for the year ended December 31, 2023, compared to approximately
$2.08 million for the year ended December 31, 2022. During the year ended December 31, 2023, the Company saw a reduction in legal and
placement agent fees, however, this decrease was offset by the increase in spending on consulting for DuraGraft FDA regulatory and clinical
support.

 Salary
Expenses

 Salary
expenses for the year ended December 31, 2023 were approximately $1.32 million, a $1.10 million, or 45.6%, decrease, from approximately
$2.42 million in the comparative year. The decrease was attributable to reductions in employee salaries as part of efforts to streamline
the Company's operations during the current year.

 Research
and Development Expenses

the year ended December 31, 2023, Marizyme incurred approximately $2.18 million in research and development expenses compared to approximately
$3.98 million in the previous year ended December 31, 2022, or 45.3% less than the previous year. This reduction in research and development
expenses is primarily attributed to the Company's suspension of European study on DuraGraft as well Company's decision to
suspend expenditures related to FDA approvals for MATLOC and Krillase-related assets during the third quarter of 2023.

 Stock-Based

compensation decreased to approximately $0.53 million in fiscal 2023 from approximately $1.91 million in fiscal year 2022, which represents
72.4% decrease year over year. A significant portion of options have completed their vesting period during the year ended December 31,
2022 and no options have been granted during the current year ended December 31, 2023, which explains the decrease in stock-based compensation
year over year.

 Depreciation
and Amortization

 Depreciation
and amortization remained relatively constant at approximately $0.84 million in the year ended December 31, 2023 and December 31, 2022.

of intangible assts

the year ended December 31, 2023, the Company recognized an impairment loss of $14.24 million related to My Health Logic, Krillase, and DuraGraft IPR&D
intangible assets, where the carrying value exceeded their respective recoverable amounts. This contrasts with the impairment loss of
$24.35 million recognized as of December 31, 2022, pertaining specifically to Krillase intangible assets, where the carrying value surpassed
its recoverable amount.

 Royalty
Expense

the year ended December 31, 2023, the Company recognized $0.22 million in royalty expense - $0.07 million in royalties payable was incurred
on sales of DuraGraft outside of the U.S.; the remaining $0.15 million in royalty expense was recorded as a 50% reduction of the prepaid
royalty balance owed to the former beneficial owners of Somahlution. No royalties were accrued during the year ended December 31, 2022
as minimal sales of DuraGraft occurred during the year ended December 31, 2022.

 Other
General and Administrative Expenses

 Other
general and administrative expenses increased $11.0 million, or 571.9%, to approximately $12.92 million during the year ended December
31, 2023 from approximately $1.92 million during the year ended December 31, 2022. Approximately $0.5 million of the increase can be
attributed to the deferred offering costs expensed as a result of adjustments to the Convertible Notes and $0.7 million of the deferred
offering costs that were expensed due to the Company's withdrawal of its registration statement for a public offering in April
2023. Additionally, $1.3 million of other general and administrative expenses can be attributed to the valuation of Class E and F Warrants
issued on May 22, 2023 in connection with the First OID Units Closing pursuant to the terms of the Hexin Promissory Note. In addition,
approximately $8.7 million of the increase can be attributed to the valuation of Replacement Placement Agent Warrants and OID Units
Placement Agent Warrants issued in the year ended December 31, 2023.

 Other
Income (Expenses)

the year ended December 31, 2023, the Company incurred approximately $30.22 million in interest and accretion costs related to securities
issued at a discount in connection with the Units Private Placement and the OID Units Private Placement. This contrasts with $2.79 million
recorded for the year ended December 31, 2022, attributed to interest and accretion costs associated with Convertible Notes. Furthermore,
the Company defaulted on the initial principal amount of $1.0 million under the Walleye Promissory Note, which matured on May 7, 2023.
Consequently, a default amount of $7.4 million was accreted to the principal of the Convertible Notes on the same date. This represents
a significant increase of approximately $27.43 million or 983.6% compared to the year ended December 31, 2022.

the Company recognized $4.30 million of fair value gain from mark-to-market adjustments on the contingent liabilities assumed on the
acquisition of the Somahlution assets due to the change of the fair value of the contingent consideration compared to $1.61 million in
the year ended December 31, 2022 – an increase of $2.7 million or 167.8% year over year.

 The
Company recognized a $0.80 million increase in fair value of the detachable warrants issued in the OID Convertible Notes transactions
during the period ended December 31, 2023. No such warrants were issued in the year ended December 31, 2022.

the year ended December 31, 2023, the Company recorded a gain of approximately $0.76 million on the extinguishment of Convertible Notes
due to the substantial reduction of the conversion price and amendment of certain terms. In comparison, for the year ended December 31,
2022, the Company recognized a $0.34 million gain on debt extinguishment resulting from the extinguishment of obligations under Mr. Richmond's
and Univest's Convertible Notes and Class C Warrants pursuant to the October 2022 Letter Agreement. The Company also recorded a
loss of $6.89 million on issuance of OID Convertible Notes due to the fair value of Class E and Class F Warrants exceeding the value of
the debt principal.

 Liquidity
and Capital Resources

 To
date, we have incurred significant net losses and negative cash flows from operations. As of December 31, 2023 and 2022, we had available
cash of approximately $0.15 million and $0.51 million, respectively, and accumulated deficit of $151.3 million and $85.99 million respectively.
We fund our operations through capital raises.

 Debt

 As of December 31, 2023, the Company had outstanding
convertible notes with varying maturities for an aggregate principal amount of $17.0 million, all payable within 12 months. Future interest
payments associated with the convertible notes total $9.0 million.

 The Company also issues unsecured short-term promissory
notes for operational purposes. As of December 31, 2023, the Company had $0.7 of promissory notes outstanding, all of which was payable
within 12 months.

 Leases

 The Company has lease arrangements for office and
laboratories facilities. As of December 31, 2023, the Company had fixed lease payment obligations of $1.1 million, with $0.4 million payable
within 12 months.

 Funding
Requirements and Other Liquidity Matters

 The
Company expects to continue to incur expenses and operating losses for the foreseeable future. We anticipate that our expenses will increase
as a result of the following operational and business development efforts:

 Increase
 our expertise and knowledge through hiring and retaining qualified operational, financial and management personnel, who are expected
 to develop an efficient infrastructure to support development and commercialization of therapies and devices;

 Increase
 in research and development and legal expenses as we continue to develop our products, conduct clinical trials and pursue FDA clearances;

 Expand
 our product portfolio through the identification and acquisition of additional life science assets; and

 Seek
 to increase awareness about our products to boost sales and distributions internationally.

 Until
such time, if ever, as we can generate substantial product revenues to support our cost structure, the Company will continue to have
to raise funds beyond its current working capital balance in order to finance future development of products, potential acquisitions,
and meet its debt obligations until such time as future profitable revenues are achieved.

 We
expect to finance our cash needs through a combination of private and public equity offerings, debt financings, government or other third-party
funding, and collaborations, arrangements or acquisitions. To the extent that we raise additional capital through the sale of common
stock, convertible securities or other equity securities, the ownership interest of our stockholders may be materially diluted, and the
terms of these securities may include liquidation or other preferences that adversely affect the interests of our stockholders. Debt
financing and preferred equity financing, if available, would result in increased fixed payment obligations and may involve agreements
that include covenants limiting or restricting our ability to take specific actions, such as incurring additional debt, making capital
expenditures or declaring dividends, that could adversely impact our ability to conduct our business. Securing additional financing could
require a substantial amount of time and attention from our management and may divert a disproportionate amount of their attention away
from day-to-day activities, which may adversely affect our management's ability to oversee the development or acquisition of product.

 If
we raise additional funds through collaborations, strategic alliances or marketing, distribution, or licensing arrangements with third
parties, we may have to relinquish valuable rights to our technologies, future revenue streams, research programs or product candidates
or grant licenses on terms that may not be favorable to us. If we are unable to raise additional funds through equity or debt financings
when needed, we may be required to delay, limit, reduce or terminate our product development or future commercialization efforts or grant
rights to develop and market product candidates that we would otherwise prefer to develop and market ourselves. These factors raise substantial
doubt about the Company's ability to continue as a going concern.

 Cash
Flows

 The
following table sets forth a summary of the net cash flow activity for each of the periods indicated:

 Years Ended December 31,

 2023

 2022

 $ Change

 Net cash provided by/(used in):

 Operating activities

 $
 (4,684,835
)

 $
 (10,852,148
)

 $
 6,167,313

 Financing activities

 4,322,435

 7,290,674

 (2,968,239
)

 Net change in cash

 $
 (362,400
)

 $
 (3,561,474
)

 $
 3,199,074

 Operating
Activities

 Net
cash used in operating activities was approximately $ 4.68 million and $10.85 million for the years ended December 31,
2023 and 2022, respectively. The net cash used in operating activities for the year ended December 31, 202 3 was due to approximately
$2.2 million spent on research and development, approximately $1.32 million spent on salaries and related compensation expenses, $12.98
million in other general and administrative expenses and approximately $2.30 million spent on professional fees. The net cash used in
operating activities for the year ended December 31, 2022 was due to approximately $3.98 million spent on research and development, approximately
$2.42 million spent on salaries and related compensation expenses, $1.92 million in other general and administrative expenses and approximately
$2.08 million spent on professional fees.

 Financing
Activities

 Net
cash provided by financing activities for the year ended December 31, 202 3, was due to approximately $2.84 million, net of issuance
cost, of funds raised from issuance of private placements. During 2023 the Company also received $0.27 million from exercise of warrants
previously granted. The Company also issued several promissory notes in exchange for $1.38 million. During 2023 the Company also repaid
approximately $0.2 million in aggregate notes payable. Net cash provided by financing activities for the year ended December 31, 2022
was due to approximately $6.5 million of funds raised from the issuance of convertible notes in the Units Private Placement, net of issuance
costs, and $0.78 million received from the issuance of other promissory notes, net of repayments. During 2022 the Company also repaid
approximately $0.1 million in aggregate notes payable as part of the Units Private Placement issuances and repaid approximately $0.1
million in notes payable assumed on the acquisition of My Health Logic.

 Going
Concern

 The
Company had a net loss for the year ended December 31, 2023 of approximately $65.3 million, negative working capital as of December 31,
2023 of approximately $19.6 million, and had cash used in operations of approximately $4.7 million for the year ended December 31, 2023.
Without further funding, these conditions raise substantial doubt about the Company's ability to continue as a going concern.

 The
accompanying consolidated financial statements have been prepared in conformity with U.S. GAAP, which contemplate continuation of the
Company as a going concern and the realization of assets and satisfaction of liabilities in the normal course of business. The ability
of the Company to continue its operations is dependent on the execution of management's plans, which include the raising of capital
through the debt and/or equity markets, until such time that funds provided by operations are sufficient to fund working capital requirements.
If the Company were not to continue as a going concern, it would likely not be able to realize its assets at values comparable to the
carrying value or the fair value estimates reflected in the balances set out in the preparation of the consolidated financial statements.

 There
can be no assurances that the Company will be successful in generating additional cash from the equity/debt markets or other sources
to be used for operations. The consolidated financial statements do not include any adjustments relating to the recoverability of assets
and classification of assets and liabilities that might be necessary. Based on the Company's current resources, the Company will
not be able to continue to operate without additional immediate funding. Should the Company not be successful in obtaining the necessary
financing to fund its operations, the Company would need to curtail certain or all operational activities and/or contemplate the sale
of its assets, if necessary.

 The
Company has been impacted by the COVID-19 pandemic and related supply chain shortages and other economic conditions, and some of its
earlier plans to further diversify its operations and expand its operating subsidiaries were delayed as a result. See "Item 7.
 Management's Discussion and Analysis of Financial Condition and Results of Operations – Impact of COVID-19 Pandemic ".

 Off-Balance
Sheet Arrangements

 As
of December 31, 2023, the Company has no off-balance sheet arrangements that have or are reasonably likely to have a current or future
material effect on its financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital
expenditures or capital resources.

 Critical
Accounting Estimates

 Our
management's discussion and analysis of our financial condition and results of operations is based on our financial statements,
which have been prepared in accordance with generally accepted accounting principles in the United States, or GAAP. The preparation of
our financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities and expenses
and the disclosure of contingent assets and liabilities in our financial statements and accompanying notes. We evaluate these estimates
and judgments on an ongoing basis. We base our estimates on historical experience and on various other factors that we believe are reasonable
under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities
that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

 While
our significant accounting policies are more fully described in Note 1, Organization, Basis of Presentation and Summary of Significant
Accounting Policies, included in "Item 8. Financial Statements and Supplementary Data " of this Annual Report on Form
10-K, we believe that the following accounting policies are the most critical for fully understanding and evaluating our financial condition
and results of operations.

 of long-lived assets: The Company reviews long-lived assets, including property, plant and equipment, for impairment whenever
 events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable. An impairment
 loss would be recognized when estimated undiscounted future cash flows expected to result from the use of the asset and its eventual
 disposition are less than the carrying amount. The impairment loss, if recognized, would be based on the excess of the carrying value
 of the impaired asset over its respective fair value.

 Goodwill:
 Goodwill is recorded at the time of purchase for the excess of the amount of the purchase price over the fair values of the identifiable
 assets acquired and liabilities assumed. The fair value is determined using the estimated discounted future cash flows of the reporting
 unit. Goodwill is not amortized and instead is tested at least annually for impairment, or more frequently when events or changes
 in circumstances indicate that goodwill might be impaired. This impairment test is performed annually at December 31. Future adverse
 changes in market conditions or poor operating results of underlying assets could result in an inability to recover the carrying
 value of the goodwill, thereby possibly requiring an impairment charge.

 In-process
 research and development assets: IPR&D assets are reviewed for impairment annually, or sooner if events or changes in circumstances
 indicate that the carrying amount of the asset may not be recoverable, and upon establishment of technological feasibility or regulatory
 approval. An impairment loss, if any, is calculated by comparing the fair value of the asset to its carrying value. If the asset's
 carrying value exceeds its fair value, an impairment loss is recorded for the difference and its carrying value is reduced accordingly.
 Similar to the impairment test for goodwill, the Company may perform a qualitative approach for testing indefinite-lived intangible
 assets for impairment.

 Fair
Value of Derivative and Contingent Liabilities

 Our
derivative and contingent liabilities are revalued at each reporting period with changes in the fair value of the liabilities recorded
as a component of other income (expense) in the statements of operations. There are significant judgments and estimates inherent in the
determination of the fair value of these liabilities. If we had made different assumptions including, among others, those related to
the timing and probability of various corporate scenarios, discount rates, volatilities and exit valuations, the carrying values of our
derivative and contingent liabilities, and our net loss and net loss per common share could have been significantly different.

 Stock-Based
Compensation Expense

compensation expense for employees and directors is recognized in the Statement of Operations based on estimated amounts, including the
grant date fair value and the expected service period. For stock options, we estimate the grant date fair value using a Black-Scholes
valuation model, which requires the use of multiple subjective inputs including estimated future volatility, expected forfeitures and
the expected term of the awards. We estimate the expected future volatility based on the stock's historical price volatility. The
stock's future volatility may differ from the estimated volatility at the grant date. For restricted stock unit ("RSU")
equity awards, we estimate the grant date fair value using our closing stock price on the date of grant. We recognize the effect of forfeitures
in compensation expense when the forfeitures occur. The estimated forfeiture rates may differ from actual forfeiture rates which would
affect the amount of expense recognized during the period. We recognize the value of the awards over the awards' requisite service
or performance periods. The requisite service period is generally the time over which our share-based awards vest.

 New
Accounting Pronouncements

 See
Note 1 to the Financial Statements included in Item 8 of this Annual Report.

 ITEM
7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 Not
applicable.

 ITEM
8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

INC.

TO FINANCIAL STATEMENTS

 Report of Independent Registered Public Accounting Firm (PCAOB ID No. 100)

 Balance Sheets as of December 31, 2023 and 2022

 Statements of Operations for the years ended December 31, 2023 and 2022

 Statements of Stockholders' Equity (Deficit) for the years ended December 31, 2023 and 2022

 Statements of Cash Flows for the years ended December 31, 2023 and 2022

 Notes
 to Consolidated Financial Statements for the years ended December 31, 2023 and 2022

 Report
of Independent Registered Public Accounting Firm

 To
the Board of Directors and Stockholders of

 Marizyme,
Inc.:

 Opinion
on the Consolidated Financial Statements

 We
have audited the accompanying consolidated balance sheets of Marizyme, Inc. (the "Company") as of December 31, 2023 and 2022,
and the related consolidated statements of operations, changes in stockholders' equity, and cash flows, for the years then ended,
and the related notes (collectively referred to as the "consolidated financial statements"). In our opinion, the consolidated
financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December
31, 2023 and 2022, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles
generally accepted in the United States of America.

 Going
Concern

 The
accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed
in Note 1 to the consolidated financial statements, the Company has suffered recurring losses from operations, has experienced cash used
from operations in excess of its current cash position, and has an accumulated deficit, that raise substantial doubt about its ability
to continue as a going concern. Management's plans in regard to these matters are also described in Note 1. The consolidated financial
statements do not include any adjustments that might result from the outcome of this uncertainty.

 Basis
for Opinion

 These
consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion
on the Company's consolidated financial statements based on our audits. We are a public accounting firm registered with the Public
Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company
in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission
and the PCAOB.

 We
conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.
The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part
of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing
an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

 Our
audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether
due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence
regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles
used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.
We believe that our audits provide a reasonable basis for our opinion.

 Critical
Audit Matters

 The
critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements
that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are
material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The
communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole,
and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the
accounts or disclosures to which they relate.

Evaluation of Intangible Assets and Goodwill

 Critical
Audit Matter Description

 As
described in Note 1 to the consolidated financial statements, the Company reviews long-lived intangible assets and goodwill, for impairment
whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable. An
impairment loss would be recognized when estimated undiscounted future cash flows expected to result from the use of the asset and its
eventual disposition are less than the carrying amount. In order to estimate the fair value of the assets, management is required to
make significant estimates and assumptions related to the potential future benefits of these intangible assets. Changes in these assumptions
could have a significant impact on the fair value of the reporting unit, the amount of any intangible asset impairment charge, or both.
As a result of management's assessments, the Company recognized impairment charges of approximately $14,244,000 during the year
ended December 31, 2023, of which $4,250,000 was related to the Krillase technology originally acquired on September 12, 2018, $7,553,000
was related to MATLOC technology originally acquired on November 1, 2021, and $2,442,000 was related to DuraGraft technology originally
acquired on December 19, 2019.

 We
identified the impairment evaluation of intangible assets and goodwill as a critical audit matter because of the inherent subjectivity
involved in management's estimates and assumptions related to the future potential benefits attributable to intangible assets.
The audit procedures to evaluate the reasonableness of management's estimates and assumptions related to the potential future benefits
of these intangible assets required a high degree of auditor judgment and an increased extent of effort, including the need to involve
our fair value specialists.

 How
the Critical Matter was Addressed in the Audit

 We
evaluated the reasonableness of management's forecasts by comparing the forecasts to historical results, internal communications
to management and those charged with governance of Marizyme, and forecasted information included in analyst and industry reports for
the Company and its peer companies. With the assistance of our valuation specialists, we evaluated the reasonableness of the impairment
by evaluating methodologies used by management, determining the completeness and accuracy of information, sensitivity analyses, testing
the source information underlying the determination of the impairment, testing the mathematical accuracy of the calculations, and developing
a range of independent estimates and comparing those to the impairment amount enacted by management.

 Fair
Value of the Contingent Liabilities for Duragraft Acquisition

 Critical
Audit Matter Description

 As
described in Note 1 to the consolidated financial statements, the Company had $6,863,000 of contingent liabilities as of December 31,
2023 related to the 2019 acquisition of Duragraft. The contingent consideration payments are subject to the Company's achievement
of certain revenue targets and achievement of certain FDA milestones. Management determines the estimated fair value of the contingent
consideration liability using a combination of monte carlo and scenario-based valuation methods. The unobservable inputs used by management
to determine the fair value of the contingent consideration liability include projected revenues, volatility, cost of debt, discount
rates and various holding periods and exit terms.

 The
principal considerations for our determination that performing procedures relating to the fair value of the contingent liabilities as
a critical audit matter are (i) the significant judgment by management when determining the fair value, (ii) a high degree of auditor
judgment, subjectivity and effort in performing procedures and evaluating audit evidence relating to the monte carlo and scenario-based
valuation methods and evaluating management's significant assumptions related to the projected revenues, volatility, and discount
rates, and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.

 How
the Critical Matter was Addressed in the Audit

 To
test the estimated fair value of contingent consideration liabilities at year end, our audit procedures included evaluating methodologies
used by management, determining the completeness and accuracy of information, sensitivity analyses, inspecting the terms of the executed
agreement, assessing the Monte Carlo and Scenario-Based simulation models used and testing the key contractual inputs and significant
assumptions discussed above. We evaluated the assumptions and judgments considering observable industry and economic trends and standards,
external data sources and regulatory factors. Estimated amounts of future revenues were evaluated for reasonableness in relation to internal
and external analyses, clinical development progress and timelines, probability of success benchmarks, and regulatory notices. Our procedures
included evaluating the data sources used by management in determining its assumptions and, where necessary, included an evaluation of
available information that either corroborated or contradicted management's conclusions. We also assessed the professional competence,
experience, and objectivity of the Company's external valuation specialist. We involved a valuation specialist to assess the Company's
Monte Carlo and Scenario Based simulation models and to perform corroborative fair value calculations.

 /s/
 WithumSmith+Brown, PC.

 We
have served as the Company's auditor since 2020.

 East
Brunswick, New Jersey

 May
13, 2024

 PCAOB
ID Number 100

INC.

Balance Sheets

 ASSETS:

 Current

 Cash

 $
 148,465

 $
 510,865

 Accounts receivable

 60,284

 87,801

 Other receivables

 35,797

 15,310

 Prepaid expenses

 699,377

 1,125,761

 Inventory

 24,855

 215,566

 Total current assets

 968,778

 1,955,303

 Non-current

 Property, plant and equipment, net

 12,500

 12,545

 Operating lease right-of-use assets, net

 1,101,211

 1,485,023

 Intangible assets, net

 14,364,129

 27,675,020

 Prepaid royalties, non-current

 122,457

 339,091

 Deposits

 30,000

 30,000

 Goodwill

 5,416,000

 7,190,656

 Total non-current assets

 21,046,297

 36,732,335

 Total assets

 $
 22,015,075

 $
 38,687,638

 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT):

 Current

 Accounts payable and accrued expenses

 $
 2,322,064

 $
 1,365,443

 Notes payable

 633,692

 1,132,829

 Due to related parties

 230,153

 -

 Convertible notes - Units Private Placement

 -

 Convertible notes - OID

 -

 Operating lease obligations

 434,082

 423,495

 Total current liabilities

 20,602,582

 2,921,767

 Non-current

 Operating lease obligations, net of current portion

 667,129

 1,061,528

 Convertible notes - Units Private Placement

 -

 Derivative liabilities

 -

 4,823,725

 Contingent liabilities

 5,406,000

 9,707,000

 Total non-current liabilities

 6,073,129

 18,343,886

 Total liabilities

 26,675,711

 21,265,653

 Commitments and contingencies

 -

 -

 Stockholders' equity (deficit):

 Preferred stock, $ 0.001 par value, 25,000,000 shares authorized, no shares issued and outstanding as of December 31, 2023 and
 2022

 -

 -

 Common stock, par value $ 0.001, 2,000,000,000 shares authorized, issued and outstanding shares - 131,793,088 at December 31, 2023 and 40,528,191 at December 31, 2022

 131,792

 40,528

 Additional paid-in capital

 146,543,921

 103,370,890

 Accumulated deficit

 ( 151,336,349
)

 ( 85,989,433
)

 Total stockholders' equity

 ( 4,660,636
)

 17,421,985

 Total liabilities and stockholders' equity (deficit)

 $
 22,015,075

 $
 38,687,638

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

INC.

Statements of Operations

 2023

 2022

 Years Ended December 31,

 2023

 2022

 $
 645,810

 $
 233,485

 Direct cost of revenue

 188,108

 54,319

 Gross profit

 457,702

 179,166

 Operating expenses:

 Professional fees (includes related party amounts of $ 288,000 and $ 172,800 respectively)

 2,300,384

 2,082,079

 Salary expenses

 1,317,581

 2,421,969

 Research and development

 2,176,740

 3,978,826

 Stock-based compensation

 Depreciation and amortization

 841,217

 841,444

 Royalty expense

 218,794

 -

 14,244,375

 24,350,000

 Other general and administrative expenses

 12,918,530

 1,922,696

 Total operating expenses

 34,544,218

 37,502,962

 Total operating loss

 ( 34,086,516
)

 ( 37,323,796
)

 Other income (expense)

 Interest and accretion expenses

 ( 30,224,223
)

 ( 2,789,255
)

 Change in fair value of contingent liabilities

 4,301,000

 1,606,000

 Change in fair value of derivative liabilities

 795,934

 -

 Gain on debt extinguishment

 755,364

 338,181

 Loss on issuance of debt

 ( 6,888,475
)

 -

 Other income

 -

 3,000

 Total other income (expense)

 ( 31,260,400
)

 ( 842,074
)

 Net loss

 $
 ( 65,346,916
)

 $
 ( 38,165,870
)

 Loss per share – basic and diluted

 $
 ( 1.44
)

 $
 ( 0.94
)

 Weighted average number of shares of common stock outstanding – basic and diluted

 45,473,190

 40,727,092

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

INC.

Statements of Stockholders' Equity (Deficit)

 Shares

 Capital

 Deficit

 Equity

 Common Stock

 Additional

 Paid-in

 Accumulated

 Total

 Stockholders'

 Shares

 Capital

 Deficit

 Equity (Deficit)

 Balance, December 31, 2021

 40,528,191

 $
 40,528

 $
 95,473,367

 $
 ( 47,823,563
)

 $
 47,690,332

 Stock-based compensation expense

 -

 -

 -

 Issuance of warrants

 -

 -

 6,191,575

 -

 6,191,575

 Exercise of warrants

 300,000

 2,700

 -

 3,000

 Common stock repurchased and cancelled

 ( 300,000
)

 ( 300
)

 ( 2,700
)

 ( 3,000
)

 Warrants repurchased and retired

 -

 ( 200,000
)

 ( 200,000
)

 Net loss

 -

 -

 -

 ( 38,165,870
)

 ( 38,165,870
)

 40,528,191

 $
 40,528

 $
 103,370,890

 $
 ( 85,989,433
)

 $
 17,421,985

 Balance

 40,528,191

 $
 40,528

 $
 103,370,890

 $
 ( 85,989,433
)

 $
 17,421,985

 Stock-based compensation expense

 -

 -

 -

 Issuance of shares

 3,486,410

 3,486

 583,600

 -

 587,086

 Issuance of shares on debt conversion

 85,126,328

 85,126

 9,255,647

 -

 9,340,773

 Issuance of warrants on debt extinguishment

 -

 -

 19,058,426

 -

 19,058,426

 Issuance of warrants on promissory note

 -

 -

 1,333,128

 -

 1,333,128

 Issuance of warrants for services provided

 -

 -

 9,083,295

 -

 9,083,295

 Exercise of warrants

 2,652,159

 2,652

 262,564

 -

 265,216

 Warrants cancelled in debt extinguishment

 -

 -

 ( 8,426,927
)

 -

 ( 8,426,927
)

 Reclassification of warrants from derivative liability to equity

 -

 -

 11,496,701

 -

 11,496,701

 Net loss

 -

 -

 -

 ( 65,346,916
)

 ( 65,346,916
)

 131,793,088

 $
 131,792

 $
 146,543,921

 $
 ( 151,336,349
)

 $
 ( 4,660,636
)

 Balance

 131,793,088

 $
 131,792

 $
 146,543,921

 $
 ( 151,336,349
)

 $
 ( 4,660,636
)

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

INC.

Statements of Cash Flows

 2023

 2022

 Years Ended December 31,

 2023

 2022

 Cash flows from operating activities:

 Net loss

 $
 ( 65,346,916
)

 $
 ( 38,165,870
)

 Adjustments to reconcile net loss to net cash used in operating activities:

 Depreciation and amortization

 841,217

 841,444

 Stock-based compensation

 Interest and accretion on convertible notes and notes payable

 30,224,223

 2,789,255

 Issuance of warrants for services

 9,083,295

 1,850,533

 Change in fair value of contingent liabilities

 ( 4,301,000
)

 ( 1,606,000
)

 Change in fair value of derivative liabilities

 ( 795,934
)

 -

 Gain on debt extinguishment

 ( 755,364
)

 ( 338,181
)

 Loss on issuance of debt

 6,888,475

 -

 Shares issued as part of the Confidential Settlement Agreement

 153,600

 -

 Shares issued for services

 168,000

 -

 Warrants issued as part of promissory note agreement

 1,333,128

 -

 14,244,375

 24,350,000

 Other income

 -

 ( 3,000
)

 Change in operating assets and liabilities:

 Accounts and other receivable

 7,030

 ( 53,154
)

 Prepaid expenses

 426,384

 ( 868,592
)

 Inventory

 190,711

 ( 193,213
)

 Accounts payable and accrued expenses

 2,197,191

 ( 228,684
)

 Due to related parties

 230,153

 ( 1,132,634
)

 Net cash used in operating activities

 ( 4,684,835
)

 ( 10,852,148
)

 Cash flows from financing activities:

 Proceeds from financing, net of issuance cost

 2,840,000

 6,500,743

 Proceeds from shares issued for exercise of warrants

 265,216

 3,000

 Proceeds from promissory notes

 1,381,469

 954,767

 Repayments of promissory notes

 ( 164,250
)

 ( 167,836
)

 Net cash provided by financing activities

 4,322,435

 7,290,674

 Net change in cash

 ( 362,400
)

 ( 3,561,474
)

 Cash at beginning of year

 510,865

 4,072,339

 Cash at end of year

 $
 148,465

 $
 510,865

 Supplemental disclosure of cash flow information:

 Cash paid for interest

 $
 -

 $
 -

 Cash paid for taxes

 $
 -

 $
 -

 Non-cash investing and financing activities:

 Derivative liabilities and debt discount issued in connection with convertible notes

 $
 27,528,235

 $
 2,338,379

 Warrants and debt discount issued in connection with convertible notes

 $
 19,403,385

 $
 4,341,042

 Settlement of debt with convertible notes

 $
 2,264,133

 $
 278,678

 Warrants cancelled in debt extinguishment

 $
 8,426,927

 $
 -

 Shares issued on debt conversion

 $
 9,424,914

 $
 -

 Warrants repurchased and retired

 $
 -

 $
 200,000

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

INC.

 Notes
to the Consolidated Financial Statements

 December
31, 2023

 1.
 Organization, Basis of Presentation and Summary of Significant Accounting Policies

 Organization

 Maryzime,
Inc. (the "Company" or "Marizyme") is a Nevada corporation originally incorporated on March 20, 2007, under the
name SWAV Enterprises, Ltd. On September 6, 2010, the Company name was changed to GBS Enterprises Inc. and from 2010 to September 2018
the Company was in the software products and advisory services business for email and instant messaging applications. The Company divested
that business between December 2016 and September 2018 and focused on the acquisition of life science technologies.

 On
March 21, 2018, the Company's name was changed to Marizyme, Inc., to reflect the new life sciences focus. Marizyme's common
stock is currently quoted on the OTCQB tier of OTC Markets Group, Inc. under the symbol "MRZM".

 Basis
of Presentation and Principles of Consolidation

 The
Company's consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United
States of America ("GAAP"). The accompanying consolidated financial statements include the consolidated accounts of the Company
and its wholly owned subsidiaries, Somahlution, Inc. ("Somahlution"), Somaceutica, Inc. ("Somaceutica"), Marizyme
Sciences, Inc. ("Marizyme Sciences"), and My Health Logic, Inc. ("My Health Logic"). All intercompany transactions
have been eliminated on consolidation.

 Going
Concern

 The
Company's consolidated financial statements are prepared using GAAP as applicable to a going concern, which contemplates the realization
of assets and liquidation of liabilities in the normal course of business. However, the Company does not have an established source of
revenues sufficient to cover its operating costs and to allow it to continue as a going concern. The Company, since its inception, has
incurred recurring operating losses and negative cash flows from operations and has an accumulated deficit of $ 151,336,349 at December
31, 2023. Additionally, the Company has negative working capital of $ 19,633,804 and $ 148,465 of cash on hand, which may not be sufficient
to fund operations for the next twelve months. These factors raise substantial doubt about the Company's ability to continue as
a going concern.

 Under
the going concern assumption, an entity is ordinarily viewed as continuing its business for the foreseeable future with neither the intention
or necessity of liquidation, ceasing trading, or seeking protection from creditors pursuant to the laws and regulations. Accordingly,
assets and liabilities are recorded on the basis that the entity will be able to realize its assets and discharge its liabilities in
the normal course of business.

 The
ability of the Company to continue as a going concern is dependent upon its ability to continue to successfully develop its intangible
assets, meet its debt obligations until such time future profitable revenues are achieved, and raise funds beyond its working capital
balance in order to finance future development of its intangible assets.

the next twelve months from the date the consolidated financial statements were issued, the Company's foreseeable cash
requirements will relate to continuous operations of its business, maintaining its good standing and making the required filing with
the SEC, and the payment of expenses associated with its product development. The Company may experience a cash shortfall and be
required to raise additional capital. Management intends to raise additional funds by way of a private or public offering. In
April of 2024, the Company engaged in a Co-Development Agreement with Qualigen Therapeutics, Inc. ("Qualigen") aimed at
furthering the commercialization efforts of DuraGraft. Pursuant to the Agreement, Qualigen has committed to providing up to
$ 1,500,000 in funding over the next few months to support the commercial launch of DuraGraft in the United States, including
funding for post-clearance clinical studies. While the Company has been successful in raising capital in the past and believes in
the viability of its strategy to continue to develop and expand its products and generate sufficient revenue and in its ability to
raise additional funds, there can be no assurances to that effect. The ability of the Company to continue as a going concern is
dependent upon the Company's ability to further implement its business plan and generate sufficient revenue and its ability to
raise additional funds by way of a public or private offering.

 The
consolidated financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts
or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

 Use
of Estimates

 The
preparation of the consolidated financial statements in accordance with GAAP requires management to make use of certain estimates and
assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the
date of the consolidated financial statements and the reported amounts of revenue and expenses during the reported periods. The Company
bases its estimates on historical experience and on various other assumptions that management believes are reasonable under the circumstances,
the results of which form the basis for making judgments about carrying values of assets and liabilities that are not readily apparent
from other sources. Actual results could differ from those estimates. Significant estimates are related to recoverability of long-term
assets including intangible assets and goodwill, amortization expense, valuation of warrants, stock-based compensation, derivative liabilities,
contingent liabilities, and deferred tax valuations.

 Fair
Value Measurements

 The
Company uses the fair value hierarchy to measure the value of its financial instruments. The fair value hierarchy is based on inputs
to valuation techniques that are used to measure fair value that are either observable or unobservable. Observable inputs reflect assumptions
market participants would use in pricing an asset or liability based on market data obtained from independent sources, while unobservable
inputs reflect a reporting entity's pricing based upon its own market assumptions. The basis for fair value measurements for each
level within the hierarchy is described below:

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

 Level
 2 – Quoted prices for identical or similar assets and liabilities in markets that are not active; or other model-derived valuations
 whose inputs are directly or indirectly observable or whose significant value drivers are observable.

 Level
 3 – Valuations derived from valuation techniques in which one or more significant inputs to the valuation model are unobservable
 and for which assumptions are used based on management estimates.

 The
Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent
possible as well as considers counterparty credit risk in its assessment of fair value.

 The
carrying amounts of certain cash, accounts receivable, other receivables, accounts payable and accrued expenses, notes payable, and amounts
due to related parties approximate fair value due to the short-term nature of these instruments.

 The
fair value of lease obligations is determined using discounted cash flows based on the expected amounts and timing of the cash flows
discounted using a market rate of interest adjusted for appropriate credit risk.

 The
contingent liabilities assumed on the acquisition of Somahlution consist of present values of royalty payments, performance warrants
and pediatric voucher warrants, future rare pediatric voucher sales, and liquidation preference. Management measured these contingencies
in accordance with Level 3 of the fair value hierarchy.

 i.

 The
 performance warrants and pediatric vouchers warrants liabilities were valued using a Monte Carlo simulation model utilizing the following
 weighted average assumptions: risk free rate of 1.19 %, expected volatility of 69.62 %, expected dividend of $ 0, and expected life
 of 6.21 years. For the year ended December 31, 2023, changes in these assumptions resulted in $ 1,202,000 decrease in fair value of
 these liabilities. The decrease was driven by a decrease in the Company's stock price year over year. At December 31, 2023
 the fair market value of performance warrants and pediatric vouchers warrants liabilities was $ 225,000 (2022 - $ 1,427,000).

 ii.

 The
 present value of royalty payments was measured using the scenario-based methodology. In assessing the value attributed to the royalty
 payments, the estimated future cash flows were discounted to their present value using a pre-tax discount rate that reflects current
 market assessments of the time value of money and the risks specific to the revenue from net sales of the product. The cash flows
 derived from the Company's fifteen-year strategic plan are based on managements' expectations of market growth, industry
 reports and trends, and past performances. The discounted cash flow model included projections surrounding revenue, discount rates,
 and growth rates. The discount rates used to calculate the present value of royalty payments reflect specific risks of the Company
 and market conditions and the mid-range was estimated at 20.6 %. For the year ended December 31, 2023, changes in these assumptions
 resulted in $ 2,044,000 decrease in fair value of these liabilities. At December 31, 2023, the fair market value of royalty payments
 was $ 3,358,000 (2022 - $ 5,402,000).

 iii.

 Rare
 pediatric voucher sales liability was valued based on the scenario-based methodology where the estimated future cash flows are discounted
 to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the
 risks specific to the asset – 20.6 %. For the year ended December 31, 2023, changes in these assumptions resulted in $ 1,055,000
 decrease in fair value of this liability. At December 31, 2023 the fair market value of rare pediatric vouchers was $ Nil (2022 -
 $ 1,055,000).

 iv.

 The
 present value of liquidation preference liability, included in the contingent consideration, was determined using the Black-Scholes
 option pricing method and represents the fair value of the maximum payment amount according to the Agreement. The following assumptions
 were used in the Black-Scholes option pricing model: risk free rate of 0.21 %, expected volatility of 78.93 %, expected dividend of
 $ 0, and expected life of 5 years. No changes to the fair value of liquidation preference liability were recorded in the year ended
 December 31, 2023. At December 31, 2023 and 2022, the fair market value of liquidation preference was $ 1,823,000.

 The
derivative liabilities consisted of optional and automatic conversion features and the share redemption feature attached to the convertible
notes, issued pursuant to the Unit Purchase Agreement (see Note 6).

 The
Company has no financial assets measured at fair value on a recurring basis. None of the Company's non-financial assets or liabilities
are recorded at fair value on a non-recurring basis. No transfers between levels have occurred during the periods presented.

 Marizyme
measures the following financial instruments at fair value on a recurring basis. At December 31, 2023 and 2022, the fair values of these
financial instruments were as follows:

 Schedule of Fair Values of Financial Instruments

 Level 1

 Level 2

 Level 3

 Fair Value Hierarchy

 Level 1

 Level 2

 Level 3

 Liabilities

 Derivative liabilities

 $
 -

 $
 -

 $
 -

 Contingent liabilities

 -

 -

 5,406,000

 Total

 $
 -

 $
 -

 $
 5,406,000

 Level 1

 Level 2

 Level 3

 Fair Value Hierarchy

 Level 1

 Level 2

 Level 3

 Liabilities

 Derivative liabilities

 $
 -

 $
 -

 $
 4,823,725

 Contingent liabilities

 -

 -

 9,707,000

 Total

 $
 -

 $
 -

 $
 14,530,725

 The
following table provides a roll forward of all liabilities measured at fair value using Level 3 significant unobservable inputs:

 Schedule of Liabilities Fair Value Measured

 Derivative and Contingent Liabilities

 Derivative

 Liabilities

 Contingent

 Liabilities

 Balance at December 31, 2022

 $
 4,823,725

 $
 9,707,000

 Change in fair value of contingent liabilities

 -

 ( 4,301,000
)

 Derivative liabilities extinguished pursuant to Unit Purchase Agreement (Note 6)

 ( 4,823,725
)

 -

 Derivative liabilities issued pursuant to OID Purchase Agreement (Note 6)

 12,292,635

 -

 Change in fair value of derivative liabilities

 ( 795,934
)

 -

 Derivative liabilities reclassified to equity (Note 6)

 ( 11,496,701
)

 Balance at December 31, 2023

 $
 -

 $
 5,406,000

 Cash

 Cash
includes cash in readily available checking accounts.

 Concentrations
of Credit Risk

 The
Company had significant cash balances at financial institutions which throughout the year regularly exceed the federally insured limit
of $ 250,000. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company's financial
condition, results of operations, and cash flows.

 Inventory

 Inventory
consisted of primarily finished goods and is valued at the lower of cost and net realizable value. Cost is determined using the first-in,
first out method. The Company decreases the value of inventory for estimated obsolescence equal to the difference between the cost of
inventory and the estimated market value, based upon an aging analysis of the inventory on hand, specifically known inventory-related
risks, and assumptions about future demand and market conditions. The Company has determined that no inventory reserve was necessary
as of December 31, 2023 and 2022.

 Accounts
Receivable

 Trade
receivables are amounts due from customers for goods sold in the ordinary course of business. Accounts receivable are non-interest bearing
and are due for settlement in full within 30 days. Trade receivables are shown net of allowance for credit losses.

 Allowance
for Credit Losses

 Effective the first quarter of fiscal year 2023, the
Company adopted the Current Expected Credit Losses (CECL) model as per FASB ASU No. 2016-13. This transition had no material impact on
the Company's financial position, results of operations, or cash flows for the years ended December 31, 2023 and 2022. Management believes
the allowance for credit losses adequately reflects estimated credit losses. Future adjustments will be made as necessary based on
economic conditions.

 Property,
Plant, and Equipment, Net

 Property,
plant and equipment are recorded at cost, less accumulated depreciation. Depreciation expense is recognized using the straight-line method
over the useful life of the asset. Machinery, computer equipment and related software are depreciated over five to seven years. Furniture
and fixtures are depreciated over four to seven years. Leasehold improvements are amortized over the lesser of the lease term or the
estimated useful lives of the related assets. Expenditures for repairs and maintenance of assets are charged to expense as incurred.
Upon retirement or sale, the cost and related accumulated depreciation of assets disposed of are removed from the accounts and any resulting
gain or loss is included in loss from operations.

 Intangible
Assets and Goodwill

 Intangible
assets are recorded at cost less accumulated amortization and accumulated impairment losses. Intangible assets acquired as a result of
an acquisition or in a business combination are measured at fair value at the acquisition date.

 The
useful lives of intangible assets are assessed as either finite or indefinite. Intangible assets with finite lives are amortized over
the estimated useful economic life and assessed for impairment whenever there is an indication that the intangible asset may be impaired.
The estimated useful life and amortization method are reviewed at the end of each reporting period, with the effect of any changes in
estimates being accounted for on a prospective basis.

 Goodwill
represents the excess of the purchase price paid for the acquisition of subsidiaries over the fair value of the net assets acquired.
Following the initial recognition, goodwill is measured at cost less any accumulated impairment losses.

 In-Process
Research and Development

 The
Company evaluates whether acquired intangible assets are a business under applicable accounting standards. Additionally, the Company
evaluates whether the acquired assets have a future alternative use. Intangible assets that do not have future alternative use are considered
acquired in-process research and development ("IPR&D"). When the acquired in-process research and development assets
are not part of a business combination, the value of the consideration paid is expensed on the acquisition date. Future costs to develop
these assets are recorded to research and development expense as they are incurred.

 of long-lived assets: The Company reviews long-lived assets, including property, plant and equipment, for impairment whenever
 events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable. An impairment
 loss would be recognized when estimated undiscounted future cash flows expected to result from the use of the asset and its eventual
 disposition are less than the carrying amount. The impairment loss, if recognized, would be based on the excess of the carrying value
 of the impaired asset over its respective fair value.

 Goodwill:
 Goodwill is recorded at the time of purchase for the excess of the amount of the purchase price over the fair values of the identifiable
 assets acquired and liabilities assumed. The fair value is determined using the estimated discounted future cash flows of the reporting
 unit. Goodwill is not amortized and instead is tested at least annually for impairment, or more frequently when events or changes
 in circumstances indicate that goodwill might be impaired. This impairment test is performed annually at December 31. Future adverse
 changes in market conditions or poor operating results of underlying assets could result in an inability to recover the carrying
 value of the goodwill, thereby possibly requiring an impairment charge.

 In-process
 research and development assets: IPR&D assets are reviewed for impairment annually, or sooner if events or changes in circumstances
 indicate that the carrying amount of the asset may not be recoverable, and upon establishment of technological feasibility or regulatory
 approval. An impairment loss, if any, is calculated by comparing the fair value of the asset to its carrying value. If the asset's
 carrying value exceeds its fair value, an impairment loss is recorded for the difference and its carrying value is reduced accordingly.
 Similar to the impairment test for goodwill, the Company may perform a qualitative approach for testing indefinite-lived intangible
 assets for impairment.

 Leases

 At
the inception of a contractual arrangement, the Company determines whether the contract contains a lease by assessing whether there
is an identified asset and whether the contract conveys the right to control the use of the identified asset in exchange for
consideration over a period of time. If both criteria are met, the Company records the associated lease liability and corresponding
right-of-use asset upon commencement of the lease using the implicit rate or a discount rate based on a credit-adjusted secured
borrowing rate commensurate with the term of the lease. The Company additionally evaluates leases at their inception to determine if
they are to be accounted for as an operating lease or a finance lease. A lease is accounted for as a finance lease if it meets one
of the following five criteria: the lease has a purchase option that is reasonably certain of being exercised, the present value of
the future cash flows is substantially all of the fair market value of the underlying asset, the lease term is for a significant
portion of the remaining economic life of the underlying asset, the title to the underlying asset transfers at the end of the lease
term, or if the underlying asset is of such a specialized nature that it is expected to have no alternative uses to the lessor at
the end of the term. Leases that do not meet the finance lease criteria are accounted for as an operating lease. Operating lease
assets represent a right to use an underlying asset for the lease term and operating lease liabilities represent an obligation to
make lease payments arising from the lease. Operating lease liabilities with a term greater than one year and their corresponding
right-of-use assets are recognized on the consolidated balance sheets at the commencement date of the lease based on the present
value of lease payments over the expected lease term. Certain adjustments to the right-of-use asset may be required for items such
as initial direct costs paid or incentives received. As the Company's leases do not typically provide an implicit rate, the
Company utilizes the appropriate incremental borrowing rate, determined as the rate of interest that the Company would have to pay
to borrow on a collateralized basis over a similar term and in a similar economic environment. Lease cost is recognized on a
straight-line basis over the lease term and variable lease payments are recognized as operating expenses in the period in which the
obligation for those payments is incurred. Variable lease payments primarily include common area maintenance, utilities, real estate
taxes, insurance, and other operating costs that are passed on from the lessor in proportion to the space leased by the Company. The
Company has elected the practical expedient to not separate between lease and non-lease components.

Recognition

to Topic 606, the Company recognizes revenue to depict the transfer of promised goods or services to a customer in an amount that reflects
the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve this core principle,
Topic 606 outlines a five-step process for recognizing revenue from customer contracts that includes i) identification of the contract
with a customer, ii) identification of the performance obligations in the contract, iii) determining the transaction price, iv) allocating
the transaction price to the separate performance obligations in the contract, and v) recognizing revenue associated with performance
obligations as they are satisfied.

 At
contract inception, the Company assesses the goods or services promised within each contract and assesses whether each promised good
or service is distinct and determines those that are performance obligations. The Company then recognizes as revenue the amount of the
transaction price that is allocated to the respective performance obligation when the performance obligation is satisfied.

 The
Company has identified one performance obligation which is related to DuraGraft product sales. For the Company's distribution partner
channel, the Company recognizes revenue for product sales at the time of shipment of the product to its distribution partner (customer).
As products have an expiration date, if a product expires, the Company will replace the product at no charge. There were no significant
judgements made in applying this topic.

Cost of Revenue

 Cost
of sales includes the actual cost of merchandise sold, and the cost of transportation of merchandise from the Company's third-party
vendor to its distributor.

 Research
and Development Expenses and Accruals

 All
research and development costs are expensed in the period incurred and consist primarily of salaries, payroll taxes, and employee
benefits, those individuals involved in research and development efforts, external research and development costs incurred under
agreements with contract research organizations and consultants to conduct and support the Company's ongoing clinical trials
of DuraGraft, and costs related to manufacturing DuraGraft for clinical trials. The Company has entered into various research and
development contracts with various organizations and other companies. Payments of these activities are based on the terms of the
individual agreements which match to the pattern of costs incurred. Payments made in advances are reflected in the accompanying
consolidated balance sheets as prepaid expenses. The Company records accruals for estimated costs incurred for ongoing research and
development activities. When evaluating the adequacy of the accrued liabilities, the Company analyzes progress of the services,
including the phase or completion of events, invoices received and contracted costs. Significant judgments and estimates may be made
in determining the prepaid or accrued balances at the end of any reporting period. Actual results could differ from the
Company's estimates.

 Stock-Based

compensation expense for employees and directors is recognized in the Consolidated Statements of Operations based on estimated amounts,
including the grant date fair value and the expected service period. For stock options, the Company estimates the grant date fair value
using a Black-Scholes valuation model, which requires the use of multiple subjective inputs including estimated future volatility, expected
forfeitures and the expected term of the awards. The Company estimates the expected future volatility based on the stock's historical
price volatility. The stock's future volatility may differ from the estimated volatility at the grant date. For restricted stock
unit ("RSU") equity awards, the Company estimates the grant date fair value using its closing stock price on the date of
grant. The Company recognizes the effect of forfeitures in compensation expense when the forfeitures occur. The estimated forfeiture
rates may differ from actual forfeiture rates which would affect the amount of expense recognized during the period. The Company recognizes
the value of the awards over the awards' requisite service or performance periods. The requisite service period is generally the
time over which the Company's share-based awards vest.

 Income
Taxes

 The
Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities
for the expected future tax consequences of events that have been included in the financial statements. Under this method, deferred tax
assets and liabilities are determined on the basis of the differences between the consolidated financial statements and tax basis of
assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of
a change in tax rates on deferred tax assets and liabilities is recognized in the consolidated statements of operations in the period
that includes the enactment date.

 The
Company recognizes net deferred tax assets to the extent that the Company believes these assets are more likely than not to be realized.
In making such a determination, management considers all available positive and negative evidence, including future reversals of existing
taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. If management
determines that the Company would be able to realize its deferred tax assets in the future in excess of their net recorded amount, management
would make an adjustment to the deferred tax asset valuation allowance, which would reduce the provision for income taxes.

 The
Company records uncertain tax positions on the basis of a two-step process whereby (i) management determines whether it is more likely
than not that the tax positions will be sustained on the basis of the technical merits of the position and (ii) for those tax positions
that meet the more-likely-than-not recognition threshold, management recognizes the largest amount of tax benefit that is more than 50
percent likely to be realized upon ultimate settlement with the related tax authority. The Company recognizes interest and penalties
related to unrecognized tax benefits within income tax expense. Any accrued interest and penalties are included within the related tax
liability. There was no interest or penalties as of December 31, 2023 and 2022.

 Segment
Reporting

 Operating
segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation
by the chief operating decision maker in making decisions on how to allocate resources and assess performance. The Company views its
operations and manages its business as one operating segment.

 Net
Loss Per Share

 Basic
net loss per share is computed by dividing the net loss by the weighted-average number of common shares outstanding for the period, without
consideration for potentially dilutive securities. Diluted net loss per share is computed by dividing the net loss by the weighted-average
number of common shares and dilutive common stock equivalents outstanding for the period determined using the treasury stock and if-converted
methods. Dilutive common stock equivalents are comprised of unvested common stock, options and warrants. For all periods presented, there
is no difference in the number of shares used to calculate basic and diluted shares outstanding as inclusion of the potentially dilutive
securities (warrants, stock options, and common shares subject to repurchase) would be antidilutive.

 Recently
Issued Accounting Pronouncements

 The
Company assesses the adoption impacts of recently issued accounting standards by the Financial Accounting Standards Board or other standard
setting bodies on the Company's financial statements as well as material updates to previous assessments. There were
no new material accounting standards issued or adopted in the year 2023 that impacted the Company, other than indicated below.

 In June 2016, the Financial Accounting Standards Board
(FASB) issued Accounting Standards Update (ASU) 2016-13, Financial Instruments - Credit Losses (Topic 326). The new standard amends guidance
on reporting credit losses for assets held at amortized cost basis and available-for-sale debt securities. In February 2020, the FASB
issued ASU 2020-02, Financial Instruments-Credit Losses (Topic 326) and Leases (Topic 842) - Amendments to SEC Paragraphs Pursuant to
SEC Staff Accounting Bulletin No. 119 and Update to SEC Section on Effective Date Related to Accounting Standards Update No. 2016-02,
Leases (Topic 842), which amends the effective date of the original pronouncement for smaller reporting companies. ASU 2016-13 and its
amendments will be effective for the Company for interim and annual periods in fiscal years beginning after December 15, 2022. CECL estimates
of expected credit losses on trade receivables over their life will be required to be recorded at inception, based on historical information,
current conditions, and reasonable and supportable forecasts. The Company adopted the standard in its first quarter of 2023. There was no material
impact on the results of operations for the year ended December 31, 2023 and 2022.

 ASU
2020-06

 In
August 2020, the FASB issued ASU No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and
Hedging Contracts in Entity s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity's
Own Equity. ASU 2020-06 will simplify the accounting for convertible instruments by reducing the number of accounting models for convertible
debt instruments and convertible preferred stock. Limiting the accounting models results in fewer embedded conversion features being
separately recognized from the host contract as compared with current GAAP. Convertible instruments that continue to be subject to separation
models are (i) those with embedded conversion features that are not clearly and closely related to the host contract, that meet the definition
of a derivative, and that do not qualify for a scope exception from derivative accounting and (ii) convertible debt instruments issued
with substantial premiums for which the premiums are recorded as paid-in capital. ASU 2020-06 also amends the guidance for the derivatives
scope exception for contracts in an entity's own equity to reduce form-over-substance-based accounting conclusions. ASU 2020-06
will be effective for the Company for fiscal years beginning after December 15, 2023. Early adoption is permitted, but no earlier than
fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company is currently assessing
the impact adoption of ASU 2020-06 will have on its financial statements and disclosures.

 2.
 Leases

 On
December 11, 2020, the Company entered into a five-and-a-half-year lease agreement for approximately 10,300 square feet of administrative
office and laboratories space, which commenced in December 2020 at a monthly rent of approximately $ 10,800, increasing by 2.5 % annually
beginning in the second year of the lease until the end of the term. Additionally, pursuant to the agreement, the Company would pay approximately
$ 12,000 per month in operating expenses.

 Effective
April 1, 2022, the Company amended its lease agreement for administrative office and laboratories to add additional 3,053 square feet
of space. The monthly cost of total expended lease space is approximately $ 15,641 increasing to $ 16,032 in 2024 and will continue to
increase by 2.5 % annually thereafter until the end of the term. The monthly operating expenses for total expanded premises have increased
from approximately $ 12,000 to $ 17,500 per month. The term of the lease remains unchanged. As of December 31, 2023, the remaining lease
term was 2.58 years. The lease has been classified as an operating lease.

 The
assets and liabilities from the lease were recognized at the lease commencement date based on the present value of remaining lease payments
over the lease term using the discount rate of 3.95 %, which is the average commercial interest available at the time.

 The
total rent expense for the years ended December 31, 2023 and 2022 was $ 356,309 and $ 370,945, respectively.

 The
following table summarizes supplemental balance sheet information related to the operating lease as of December 31, 2023 and 2022:

of Right-of-Use Asset and Related Lease Liabilities

 Right-of-use asset

 $
 1,101,211

 $
 1,485,023

 Operating lease liabilities, current

 $
 434,082

 $
 423,495

 Operating lease liabilities, non-current

 667,129

 1,061,528

 Total operating lease liabilities

 $
 1,101,211

 $
 1,485,023

 As
of December 31, 2023, the maturities of the lease liabilities for years ended December 31 are as follows:

of Maturities of Lease Liabilities

 2024

 $
 434,082

 2025

 444,934

 2026

 266,034

 Total lease payments

 $
 1,145,050

 Less: Present value discount

 ( 43,839
)

 Total

 $
 1,101,211

 3.
 Intangible Assets and Goodwill

 As
part of the asset acquisition of ACB Holding AB, Reg. No. 559119-5762, completed on September 12, 2018, Marizyme acquired all rights,
titles, and interest in the Krillase technology, a group of intangible assets worth $ 28,600,000. Krillase is a naturally occurring enzyme
that acts to break protein bonds and has applications in wound debridement, wound healing, dental care and thrombosis. The useful lives
of the intangible assets are based on the life of the patent and related technology. The patents and related technology for Krillase
have not been amortized since the acquisition, as they have not yet been put into operations.

 At
December 31, 2023, management determined that the carrying value of Krillase exceeded its recoverable amount. Impairment of $ 4,250,000
(2022 - $2 4,350,000) was recognized on Krillase intangible assets and recorded in the impairment of intangible assets in the consolidated
statements of operations for the year ended December 31, 2023. The recoverable amount of Krillase intangible assets was estimated at
$ Nil as of December 31, 2023 (2022 - $ 4,250,000).

 As
part of the Somahlution acquisition in 2020, Marizyme purchased $ 18,170,000
 of intangible assets related to the DuraGraft
technology.

 At
December 31, 2023, management determined that the carrying value of DuraGraft intangible assets exceeded its recoverable amount. Impairment
of $ 2,442,000 (2022 - $ Nil) was recognized on DuraGraft intangible assets and recorded in the impairment of intangible assets in the
consolidated statements of operations for the year ended December 31, 2023. The recoverable amount of DuraGraft intangible assets was
estimated at $ 14,241,384 as of December 31, 2023 (2022 - $ 18,170,000).

 My
Health Logic

 As
part of the My Health Logic acquisition in 2021, Marizyme purchased MHL's lab-on-chip
technology platform and its patient-centric, digital point-of-care diagnostic device, MATLOC, fair valued at an aggregate amount of $ 6,600,000.
At December 31, 2023, management determined that fair value of assets exceeded its recoverable amount. Impairment of $ 5,777,720 was recognized
on MHL's intangible assets and recorded in the impairment of intangible assets in the consolidated statements of operations for
the year ended December 31, 2023 (2022 - $ Nil).

as part of the My Health Logic acquisition in 2021, the Company recognized goodwill of $ 1,774,656.
At December 31, 2023, management determined that the carrying value of goodwill exceeded its recoverable amount. As a result, the Company
recognized an impairment of $ 1,774,656, which was recorded in the consolidated statements of operations for the year ended December 31,
2023 (2022 - $ Nil).

of Intangible Assets Amortization Expense

 Gross Carrying

 Accumulated

 Amortization

 Net Carrying

 Krillase intangible assets

 $
 4,250,000

 $
 -

 $
 ( 4,250,000
)

 $
 -

 Patents in process

 122,745

 -

 -

 122,745

 DuraGraft patent

 5,256,000

 ( 1,381,383
)

 -

 3,874,617

 DuraGraft - Distributor relationship

 308,000

 ( 105,233
)

 -

 202,767

 DuraGraft IPR&D - Cyto Protectant Life Sciences

 12,606,000

 -

 ( 2,442,000
)

 10,164,000

 My Health Logic - Trade name

 450,000

 ( 65,090
)

 ( 384,910
)

 -

 My Health Logic - Biotechnology

 4,600,000

 ( 547,941
)

 ( 4,052,059
)

 -

 My Health Logic - Software

 1,550,000

 ( 209,249
)

 ( 1,340,751
)

 -

 Total intangibles

 $
 29,142,745

 $
 ( 2,308,896
)

 $
 ( 12,469,720
)

 $
 14,364,129

 Gross Carrying

 Accumulated

 Amortization

 Net Carrying

 Krillase intangible assets

 $
 28,600,000

 $
 -

 $
 ( 24,350,000
)

 $
 4,250,000

 Patents in process

 122,745

 -

 -

 122,745

 DuraGraft patent

 5,256,000

 ( 977,076
)

 -

 4,278,924

 Duragraft - Distributor relationship

 308,000

 ( 74,433
)

 -

 233,567

 Duragraft IPR&D - Cyto Protectant Life Sciences

 12,606,000

 -

 -

 12,606,000

 My Health Logic - Trade name

 450,000

 ( 32,947
)

 -

 417,053

 My Health Logic - Biotechnology

 4,600,000

 ( 277,353
)

 -

 4,322,647

 My Health Logic - Software

 1,550,000

 ( 105,916
)

 -

 1,444,084

 Total intangibles

 $
 53,492,745

 $
 ( 1,467,725
)

 $
 ( 24,350,000
)

 $
 27,675,020

 Schedule of Goodwill

 Goodwill

 My Health Logic

 Total

 $
 5,416,000

 $
 1,774,656

 $
 7,190,656

 -

 ( 1,774,656
)

 ( 1,774,656
)

 $
 5,416,000

 $
 -

 $
 5,416,000

 The
following changes to the Company's intangible assets had taken place in the periods indicated:

 Schedule of Intangible Assets

 Balance, December 31, 2021

 $
 52,866,192

 ( 24,350,000
)

 Amortization expense

 ( 841,172
)

 $
 27,675,020

 ( 12,469,720
)

 Amortization expense

 ( 841,171
)

 $
 14,364,129

 Future
amortizations for DuraGraft intangible assets for the next five years will be $ 435,108 for each year from 2024 through 2028 and $ 1,901,843
for 2029 and thereafter. Amortization related to in process research and development will be determined upon the Company achieving commercialization.

 4.
 Accounts Payable and Accrued Expenses

 Accounts
payable and accrued expenses, summarized by major category, as of December 31, 2023 and 2022 consist of the following:

 Schedule of Accounts Payable And Accrued Liabilities

 Trade accounts payable

 $
 2,216,386

 $
 1,224,542

 Accrued expenses

 -

 Accrued compensation expenses

 105,678

 140,204

 Total accounts payable and accrued expenses

 $
 2,322,064

 $
 1,365,443

 5.
 Notes Payable

 a)
On October 23, 2023, the Company issued a note payable to Hub International for $ 165,469 bearing
interest at the annual rate of 8 %
per annum, due August
23, 2024, payable monthly starting November
23, 2023. Failure to pay past due amounts and monthly installments may result in cancellation of the Company's insurance.

 b)
On December 28, 2022, the Company issued a promissory note to Hexin for the principal amount of $ 750,000 bearing interest at the annual
rate of 20 % per annum, due June 28, 2023 (the "Hexin Promissory Note"). For the year ended December 31, 2023, the Company
accrued $ 64,133 in interest on the promissory note (2022 - $ Nil). Hexin agreed to cancel the Hexin Promissory Note with the outstanding
balance of $ 814,133 (the aggregate amount of principal plus accrued and unpaid interest as of May 30, 2023) in exchange for the issuance
of 9,578,040 OID Units (see Note 6), which the Company issued to Hexin on May 30, 2023.

 c)
On February 2, 2023, the Company issued an unsecured promissory note to Walleye Opportunities Master Fund Ltd. (the "Walleye Promissory
Note") for $ 1,000,000 with a maturity date of May 7, 2023. The note carried no interest and the principal amount was required to
be repaid in full on the maturity date. In the event that the principal amount was not repaid in full on maturity date, the principal
amount required to be increased to $ 1,250,000. At the maturity date of the Walleye Promissory Note, the principal amount remained unpaid, resulting in an increase from $ 1,000,000 to
$ 1,250,000. Of this increment, $250,000 was recognized as interest expense in the consolidated statements of operations for the year ended
December 31, 2023. Walleye agreed to cancel the promissory note, with the outstanding balance of $ 1,250,000 in
exchange for the issuance of 14,705,890 OID Units (see Note 6), which were issued to Walleye on May 30, 2023.

 d)
As part of the My Health Logic Inc. acquisition, completed in November 2021, Marizyme assumed an aggregate of $ 468,137
 in notes payable, the notes were unsecured, bore
interest at a rate of 9 %
per annum with no maturity date. The Company settled an aggregate of $ 278,678
 of these notes payable as part of Unit Purchase
Agreement issuances during the year ended December 31, 2022 (see Note 6). For the year ended December 31, 2023, the Company accrued $ 29,304
 in interest on the notes payable (2022 - $ 15,124)
 for the year ended December 31, 2023 (2022 - $ Nil).
As of December 31, 2023, balance of the remaining note payable was $ 252,223
 (2022 - $ 218,100).

 e)
As of December 31, 2023, the Company has outstanding borrowings under a note payable to Mr. Richmond in the principal amount of $ 151,000.
The note payable bears no interest and is due on demand.

 f)
As of December 31, 2023, the Company has outstanding borrowings under a note payable to Santander Bank: Sullivan & Worcester LLP
in the principal amount of $ 65,000. The note payable bears no interest and is due on demand.

 6.
 Convertible Promissory Notes and Warrants

 2021
Convertible Notes and Warrants

 From
May 2021 to August 2022, the Company conducted a private placement (the "Units Private Placement") of units (the "Units")
consisting of 10% secured convertible promissory notes (the "Convertible Notes") and accompanying warrants (the "Class
C Warrants"), as were modified or amended from time to time. The most recent terms of the Convertible Notes and Class C Warrants
were as follows:

 Convertible
Notes Terms

 The
Convertible Notes mature in 24 months from the initial closing date and accrue 10% of simple interest per annum on the outstanding principal
amount. The Convertible Notes principal and accrued interest can be converted at any time at the option of the holder at a conversion
price of $1.75 per share. In the event the Company consummates, while the Convertible Note is outstanding, an equity financing with a
gross aggregate amount of securities sold of not less than $ 10,000,000 ("Qualified Financing"), then all outstanding principal,
together with all unpaid accrued interest under the Convertible Notes, shall automatically convert into shares of the equity financing
at the lesser of (i) 75 % of the cash price per share paid in the financing and the conversion price of $ 1.75 per unit.

 In
the event that the Company consummates, while the Convertible Note is outstanding, an equity financing with a gross aggregate amount
of securities sold less than $ 10,000,000 ("Unqualified Financing"), then the conversion price of the Convertible Notes of
$ 1.75 per share and the exercise price of Class C warrants of $ 2.25 per share will change to the equity offering price. Moreover, in
that event, the Class C Warrant holders may also apply a most-favored-nations clause in their warrants to request that their Class C
Warrants provide that their warrant exercise rights should be further adjusted to allow them to purchase a proportionately higher number
of additional shares equal to the initial number of shares which may be purchased by exercise of their Class C Warrants, multiplied by
a fraction equal to the current exercise price divided by the adjusted exercise price, which would allow such Class C Warrant holders
to purchase the same aggregate dollar amount of shares as initially provided such Class C Warrants. If the Convertible Notes and Class
C Warrants' conversion or exercise rights become so adjusted as a result of such an equity financing, then the Company would be
required to register the additional shares of common stock that these securities may be converted into or exercised to purchase for resale.
The Convertible Notes are secured by a first priority security interest in all assets of the Company.

 Class
C Warrants Terms

 Exercise
 price is the lower of (i) $ 2.25 per share, or (ii) the Automatic Conversion Price (the lesser of (i) 75 % of the cash price per share
 paid by the other purchasers of next round securities in the Qualified Financing and (ii) the Conversion Price ($ 2.25, subject to
 Customary Antidilution Adjustments).

 Exercisable
 for a period of 5 years from issuance.

 Warrant
 Coverage: 200 %.

 The
Company determined that the optional and automatic conversion feature and the share redemption feature attached to the Convertible Notes
met the definition of derivative liabilities and that the detachable warrants issued did not meet the definition of a liability and therefore
was accounted for as an equity instrument.

 The
fair value of the warrants and the fair value of derivative liabilities issued have been recorded as debt discount and are being amortized
to interest and accretion expense using the effective interest method over the term of the Convertible Notes.

 In
2021, the Company issued an aggregate of 4,260,594 Units for the proceeds of $ 6,692,765 net of issuance costs. In 2022, the Company issued
additional 4,180,071 units for the proceeds of $ 6,500,743 net of issuance cost.

 Adjustment
to Conversion Price of Convertible Notes and Exercise Price of Class C Warrants

 On
April 13, 2023, the Company obtained exercise and conversion rights waivers and amendments from holders of the Convertible Notes and
Class C Warrants ("Original Securities"), pursuant to which, the conversion price of the Convertible Notes and the exercise
price of the Class C Warrants was adjusted to $ 0.10 per share ("New Securities") and all other terms remained the same. On
April 13, 2023, outstanding Convertible Notes had underlying principle of $ 14,432,996, and outstanding Class C Warrants were exercisable
to purchase a total of 16,538,486 shares of common stock.

 The
Company determined that the terms of the New Securities were substantially different from the Original Securities, and, as such the exchange
of the Original Securities for the New Securities was accounted for as an extinguishment of debt on April 13, 2023, and the New Securities
accounted for as a new debt issuance.

 As
a result of this substantial modification, a total of 8,269,237 Units outstanding were replaced with an aggregate of 190,584,260 pro
rata Units, and a loss on debt extinguishment of $ 684,682 was recorded in consolidated statements of operations for the year ended December
31, 2023 (2022 - $ Nil).

the year ended December 31, 2023, the Company issued Convertible Notes (the "Replacement Placement Agent Notes") to Univest
Securities, LLC ("Univest") and Mr. Bradley Richmond. The principal amounts of these notes were $ 137,984 and $ 206,975, respectively,
with maturity dates set for July 25, 2025. These notes are convertible into up to 1,683,131 and 2,524,697 shares of common stock, respectively,
if held to maturity. These notes were issued in replacement of Convertible Notes that had been previously issued and subsequently cancelled,
pursuant to an October 2022 Letter Agreement. The Company recorded a $ 338,181 gain on debt extinguishment related to the cancellation
of the previous Convertible Notes in the consolidated statements of operations for the year ended December 31, 2022.

 The
Company determined that the optional conversion feature attached to the Convertible Notes did not meet the definition of derivative liabilities
and that the detachable warrants issued did not meet the definition of a liability and therefore was accounted for as an equity instrument.
The fair value of $ 19,403,385 of the warrants issued has been recorded as a component of equity and a debt discount and is being amortized
to interest and accretion expense using the effective interest method over the term of the Convertible Notes.

 Each
of the Convertible Notes provides that any default on indebtedness of more than $ 100,000, other than indebtedness under the respective
Convertible Notes, will also result in default under the Convertible Notes. Due to the non-repayment of the initial principal amount
of $ 1,000,000 under the Walleye Promissory Note by its maturity date of May 7, 2023 (see Note 5), the Company also defaulted under the
Convertible Notes on the same date. The Convertible Notes provide that due to this default, the Company became obligated to pay 135 %
of the outstanding principal amount under each of the Convertible Notes on the date on which the default occurred (the "Mandatory
Default Amount"). The Mandatory Default Amount may be declared due by each holder immediately. The aggregate Mandatory Default
Amount that may be due under the Convertible Notes was $28,461,827 on the date of the default, or $7,378,993 more than would otherwise
have been due under the Convertible Notes on the date of the default. Therefore, as a result of the event of the default, the Company
accreted $ 7,378,993 to the value of the Convertible Notes and included this amount in interest and accretion expenses on the consolidated
statements of operations.

 Conversion
of Convertible Notes

 In
December 2023, several note holders exercised their right to convert Convertible Notes, resulting in an aggregate of $ 9,340,774
 worth of Convertible Notes being converted into
common stock of the Company.

 Amendment
to Remaining Convertible Notes

subsequent to the conversion, the Company extended the terms of the outstanding Convertible Notes with an original maturity date of December
21, 2023, to extend their term until December 21, 2024. In connection with the extension of the maturity dates for the outstanding Convertible
Notes, the Company executed a substantial modification that led to the extinguishment of the existing Convertible notes and the issuance
of new Convertible Notes. This modification resulted in a gain on extinguishment of $ 1,520,047, which has been recognized in the consolidated
statements of operations for the year ended December 31, 2023.

the year ended December 31, 2023, the Company recognized interest and accretion expense of $ 19,691,390, on the Original and New Securities
in aggregate (2022 - $ 2,763,749) in the consolidated statements of operations.

 The
following table summarizes supplemental balance sheet information related to the convertible notes, net of debt discount outstanding,
as of December 31, 2023 and 2022:

 Schedule of Convertible Notes

 Balance, December 31, 2021

 $
 26,065

 Convertible notes issued - new securities

 7,315,138

 Issuance costs

 ( 535,717
)

 Debt discount

 ( 6,479,421
)

 Debt accretion

 2,763,749

 Debt extinguishment

 ( 338,181
)

 $

 Debt accretion on Original securities

 1,835,741

 Debt extinguishment

 ( 4,587,374
)

 Convertible notes issued - new securities

 19,403,385

 Debt discount

 ( 19,403,385
)

 Debt accretion on New Securities

 17,792,071

 Mandatory Default Amount

 7,378,993

 Conversion of debt

 ( 9,426,260
)

 Extinguishment of debt

 ( 10,518,069
)

 Convertible notes issued with extended maturity date

 10,518,069

 Debt discount

 ( 1,520,047
)

 Debt accretion

 63,578

 $

 Schedule of Convertible Notes Net of Debt Discount

 Convertible notes - total principal

 $
 18,955,174

 $
 14,432,996

 Unamortized issuance costs and discount

 ( 4,666,839
)

 ( 11,681,363
)

 $

 $

 Current portion

 $

 $
 -

 Non-current portion

 -

 $

 $

 2023
Convertible Notes and Warrants

 I.
 On
 May 12, 2023, the Company conducted the initial closing (the "OID Units Initial Closing")
 of a private placement of up to $ 10,000,000 for an aggregate of up to 100,000,000 units (the
 "OID Units") under a Unit Purchase Agreement, dated as of the same date, with
 accredited investors (the "OID Purchase Agreement"), each consisting of (i) a
 15 % original issue discount unsecured subordinated convertible promissory note (each, a "OID
 Convertible Note" and collectively, the "OID Convertible Notes"), convertible
 into shares of common stock plus additional shares based on accrued interest at $ 0.10 per
 share, subject to adjustment, (ii) a warrant for the purchase of 125% of the shares of common
 stock into which the related OID Convertible Notes may be converted at $ 0.10 per share, subject
 to adjustment (the "Class E Warrant"), and (iii) a warrant for the purchase of
 125% of the shares of common stock into which the related OID Convertible Note may be converted
 at $ 0.20 per share, subject to adjustment (each, a "Class F Warrant," and each
 Class F Warrant together with each Class E Warrant collectively, the "OID Warrants").

 As
part of the OID Units Initial Closing and on the same date, Walleye Opportunities Master Fund Ltd. ("Walleye") paid a subscription
amount of $ 1,000,000 and the Company issued Walleye 11,764,710 OID Units consisting of (i) an OID Convertible Note in the principal amount
of $ 1,176,471, convertible into 11,764,710 shares of common stock plus additional shares based on accrued interest at $ 0.10 per share,
(ii) a Class E Warrant for the purchase of 14,705,880 shares of common stock, and (iii) a Class F Warrant for the purchase of 14,705,880
shares of common stock at $ 0.20 per share.

 II.
 On
 May 30, 2023, the Company conducted the second closing (the "OID Units Second Closing")
 of the OID Units Private Placement. In the OID Units Second Closing, Hexin Global Ltd. ("Hexin")
 and Walleye agreed to the cancellation of the Hexin Promissory Note and the Walleye Promissory
 Note (see Note 5), respectively, and Frank Maresca ("Maresca"), a consultant
 to the Company, agreed to the cancellation of certain indebtedness, in exchange for OID Units
 and related agreements, as described below.

 First,
under a Cancellation and Exchange Agreement, dated as of May 30, 2023, between the Company and Hexin (the "Hexin Cancellation Agreement"),
Hexin agreed to cancel the Hexin Promissory Note (see Note 5) in exchange for the issuance of 9,578,040 OID Units consisting of (a) an
OID Convertible Note in the principal amount of $ 957,804 for a subscription equal to $ 814,133, convertible into 9,578,040 shares of common
stock plus additional shares based on accrued interest at $ 0.10 per share, (b) a Class E Warrant for the purchase of 11,972,550 shares
of common stock at $ 0.10 per share, and (c) a Class F Warrant for the purchase of 11,972,550 shares of common stock at $ 0.20 per share.

 Second,
under a Cancellation and Exchange Agreement, dated as of May 30, 2023, between the Company and Walleye (the "Walleye Cancellation
Agreement"), Walleye agreed to cancel the Walleye Promissory Note (see Note 5) in exchange for the issuance of 14,705,890 Units
consisting of (a) an OID Convertible Note in the principal amount of $ 1,470,589 for a subscription equal to $ 1,250,000, convertible into
 14,705,890 shares of common stock plus additional shares based on accrued interest at $ 0.10 per share, (b) a Class E Warrant for the
purchase of 18,382,362 shares of common stock at $ 0.10 per share, and (c) a Class F Warrant for the purchase of 18,382,362 shares of
common stock at $ 0.20 per share.

 Third,
under a Cancellation and Exchange Agreement, dated as of May 30, 2023, between the Company and Maresca (the "Maresca Cancellation
Agreement" and together with the Hexin Cancellation Agreement and the Walleye Cancellation Agreement, the "Cancellation and
Exchange Agreements"), Maresca agreed to cancel $ 150,000 of the aggregate short-term indebtedness to Maresca, which arose in the
ordinary course of business for certain consulting services provided by Maresca to the Company, in exchange for the issuance of 1,764,710
Units consisting of (a) an OID Convertible Note in the principal amount of $ 176,471 for a subscription equal to $ 150,000 (the amount
of the indebtedness being cancelled), convertible into 1,764,710 shares of common stock plus additional shares based on accrued interest
at $ 0.10 per share, (b) a Class E Warrant for the purchase of 2,205,887 shares of common stock at $ 0.10 per share, and (c) a Class F
Warrant for the purchase of 2,205,887 shares of common stock at $ 0.20 per share.

 III.
 On
 July 10, 2023, Marizyme conducted the third closing (the "Third OID Units Closing")
 of the private placement. In connection with the Third OID Units Closing Hexin paid a subscription
 amount of $ 1,000,000, and the Company issued 11,764,710 OID Units consisting of (i) an OID
 Convertible Note in the principal amount of $ 1,176,471, convertible into 11,764,710 shares
 of common stock plus additional shares based on accrued interest at $ 0.10 per share, (ii)
 a Class E Warrant for the purchase of 14,705,887 shares of common stock at $ 0.10 per share,
 and (iii) a Class F Warrant for the purchase of 14,705,880 shares of common stock at $ 0.20
 per share.

 IV.
 On
 August 30, 2023, the Company conducted the fourth closing (the "Fourth OID Units Closing")
 of the private placement of up to $ 10,000,000 for an aggregate of up to 100,000,000 units,
 under a unit purchase agreement between the Company and each of 13 investors (the "August
 2023 OID Units Purchase Agreement"). In connection with the Fourth OID Units Closing,
 12 of the investors paid an aggregate subscription amount of $ 825,000, and the Company issued
 to these investors 9,705,960 OID Units consisting of (i) OID Convertible Notes in the aggregate
 principal amount of $ 970,596, convertible into 9,705,960 shares of common stock plus additional
 shares based on accrued interest at $ 0.10 per share, (ii) Class E Warrants for the purchase
 of 12,132,448 shares of common stock at $ 0.10 per share, and (iii) Class F Warrants for the
 purchase of 12,132,448 shares of common stock at $ 0.20 per share.

 Also
in connection with the Fourth OID Units Closing, under a Cancellation and Exchange Agreement, dated as of August 30, 2023, between the
Company and Frank Maresca (the "August 2023 Maresca Cancellation Agreement"), Mr. Maresca agreed to cancel $ 200,000 of aggregate
short-term indebtedness to Mr. Maresca, which arose in the ordinary course of business for certain consulting services provided by Mr.
Maresca to the Company, in exchange for: (i) the issuance of 2,352,950 OID Units consisting of (a) an OID Convertible Note in the principal
amount of $ 235,295 for a subscription equal to $ 200,000, convertible into 2,352,950 shares of common stock plus additional shares based
on accrued interest at $ 0.10 per share (the "August 2023 Maresca OID Convertible Note"), (b) a Class E Warrant for the purchase
of 2,941,187 shares of common stock at $ 0.10 per share, and (c) a Class F Warrant for the purchase of 2,941,187 shares of common stock
at $ 0.20 per share. The August 2023 Maresca Cancellation Agreement contains a release of claims against the Company relating to the cancelled
indebtedness.

 V.
 On
 November 20, 2023, the Company conducted the fifth closing (the "Fifth OID Units Closing")
 of a private placement of up to $ 10,000,000 for an aggregate of up to 100,000,000 units,
 under a unit purchase agreement between the Company and each of nine investors (the "November
 2023 OID Unit Purchase Agreement"). In connection with the Fifth OID Units Closing,
 on November 20, 2023, six of the investors paid an aggregate subscription amount of $ 550,000,
 and the Company issued to these investors 6,470,620 OID Units in aggregate consisting of
 (i) OID Convertible Notes in the aggregate principal amount of $ 647,062, convertible into
 6,470,620 shares of common stock plus additional shares based on accrued interest at $ 0.10
 per share (ii) Class E Warrants for the purchase of 8,088,275 shares of common stock at $ 0.10
 per share and (iii) Class F Warrants for the purchase of 8,088,275 shares of common stock
 at $ 0.20 per share.

 Also
in connection with the Fifth OID Units Closing, three of the investors each signed a separate Cancellation and Exchange Agreement with
the Company, agreeing to cancel aggregate short-term indebtedness of $ 150,319, which arose in the ordinary course of business for certain
consulting services provided to the Company, in exchange for the issuance of 1,768,470 OID Units in aggregate consisting of (a) three
OID Convertible Notes in the aggregate principal amount of $ 176,847 for a subscription equal to $ 150,319 (the amount of the indebtedness
being cancelled), convertible into 1,768,470 shares of common stock in aggregate plus additional shares based on accrued interest at
$ 0.10 per share, (b) three Class E Warrants for the purchase of 2,210,587 shares of common stock in aggregate at $ 0.10 per share, and
(c) three Class F Warrants for the purchase of 2,210,587 shares of common stock in aggregate at $ 0.20 per share.

 The
Company determined that the optional conversion feature attached to the OID Convertible Notes did not meet the definition of
derivative liability and that the detachable warrants issued met the definition of a liability and therefore was accounted for as a
derivative liability instrument. The warrants were fair valued at $ 12,292,635
and recorded as derivative liabilities on the consolidated balance sheets. As a result of the warrant liability exceeding the value
of the debt principal, the Company recorded a $ 6,888,475
loss on issuance of debt that was recorded in the consolidated statements of operations for the year ended December 31, 2023 (2022 -
$ Nil).
These warrants were valued using the Black-Scholes pricing method. The changes in the assumptions used to value the warrants as of
December 11, 2023, resulted in a $ 795,934
decrease in fair value of this liability. At December 11, 2023, the fair market value of detachable warrant liability was $ 11,496,701
(2022 – $ Nil).

on December 11, 2023, the Company amended the OID Convertible Notes contracts, resulting in a change in the accounting treatment for
the detachable warrants. Following the amendment, the warrants no longer met the definition of liability and were consequently accounted
for as equity instruments. This adjustment led to a reclassification of $ 11,496,701 from derivative liabilities to equity in the Company's
financial statements.

the year ended December 31, 2023, the Company recognized interest and accretion expense of $ 2,694,256 (2022 - $ Nil), in the consolidated
statements of operations.

 The
following table summarizes supplemental balance sheet information related to the OID Convertible Notes, net of debt discount outstanding,
as of December 31, 2023 and 2022:

 Schedule of Convertible Notes

 OID Convertible Notes, Net of Debt Discount

 $
 -

 Issuance of convertible notes

 6,987,606

 Issuance cost

 ( 1,583,154
)

 Debt discount

 ( 5,404,452
)

 Debt accretion

 $

 Schedule of Convertible Notes Net of Debt Discount

 Convertible notes - total principal

 $
 6,987,606

 $
 -

 Unamortized issuance costs and discount

 ( 4,293,350
)

 -

 $

 $
 -

 Current portion

 $

 $
 -

 Non-current portion

 $
 -

 $
 -

 $

 $
 -

 2023
Convertible Notes Terms

 The
OID Convertible Notes will mature in nine months from the date of the OID Units Initial Closing and accrue 10% of interest per annum
on the outstanding principal amount. The OID Convertible Notes will be unsecured and subordinated to any senior indebtedness of the Company.
The OID Convertible Notes' principal and accrued interest may generally be converted at any time at a conversion price of $0.10
per share, subject to adjustment, at the option of the holder, into shares of common stock, subject to certain limitations: (i) conversion
would not cause the holder to beneficially own more than 4.99% of the Company's common stock, or more than 9.99% if the holder
beneficially owns more than 4.99% of common stock based on ownership of equity securities of the Company other than the OID Convertible
Notes or the respective warrants; and (ii) the Company's articles of incorporation have been amended to increase the number of
authorized shares of common stock to a sufficient amount to permit the full conversion of the OID Convertible Notes (the "Capital
Event Amendment").

 2023
Warrants Terms

 The
Class E Warrants and Class F Warrants are generally exercisable for a period from the date of the Capital Event Amendment until five
years from the date of issue. The exercise right is subject to a similar beneficial ownership limitation that applies to conversion of
the OID Convertible Notes above, i.e., exercise is permitted only if it would not cause the holder to beneficially own more than 4.99%
of the Company's common stock, or more than 9.99% if the holder beneficially owns more than 4.99% of common stock based on ownership
of equity securities of the Company other than the OID Convertible Notes or the Class E Warrants and Class F Warrants.

 7.
 Stockholders' Equity

 a)
 Preferred
 stock

 The
Company is authorized to issue a total number of 25,000,000 shares of "blank check" preferred stock with a par value of $ 0.001.
As of December 31, 2023 and 2022, there were no shares of preferred stock issued or outstanding.

 b)
 Common
 stock

 The
Company is authorized to issue a total number of 2,000,000,000 shares of common stock with a par value of $ 0.001.

 As
of December 31, 2023, there were 131,793,088 (2022 - 40,528,191) shares of common stock issued and outstanding.

the year ended December 31, 2023, the Company completed the following issuances:

 The
 Company issued 240,000 shares of common stock to Nicholas DeVito as part of the Confidential Settlement Agreement, dated November
 18, 2022 (see Note 9).

 The
 Company issued 2,652,159 shares of common stock on exercise of warrants granted as part of the Somahlution acquisition, completed
 on July 30, 2020.

 The
 Company issued 600,000 shares to Mr. Frank Maresca in order to reimburse Mr. Maresca for the shares of Common Stock that were previously
 cancelled.

 The Company issued 1,346,410 shares on conversion of the debt
(see Note 6).

 The
 Company issued 300,000 shares to Mr. Richmond in order to reimburse Mr. Richmond for the shares of Common Stock that were cancelled
 in previous years.

 The
 Company settled trade payables of $ 100,000 through issuance of 1,000,000 shares. The common shares were valued at $ 180,000, resulting
 in a loss of $ 80,000 on settlement of debt.

 The
 Company issued 85,126,328 shares on conversion of the debt (see Note 6).

the year ended December 31, 2022, the Company had the following share issuances:

 On
 March 1, 2022, the Company issued 300,000 upon exercise of warrants.

 On
 October 29, 2022, the Company repurchased and cancelled 300,000 shares of common stock.

 c)
 Options

 On
May 18, 2021, the Company's Board of Directors approved the Marizyme, Inc. Amended and Restated 2021 Stock Incentive Plan ("SIP").
The SIP incorporates stock options issued prior to May 18, 2021. The SIP authorized 5,300,000 options for issuance. On December 27, 2022,
the Board of Directors requested that stockholders ratify an amendment to the SIP to increase the maximum number of shares of common
stock available for issuance pursuant to awards granted under the SIP by 1,900,000 to 7,200,000, which was approved by the stockholders.
As of December 31, 2023, there remains 2,924,057 options available for issuance.

the year ended December 31, 2023, the Company granted Nil (2022 – 400,000) share purchase options to directors, officers, employees,
and consultants of the Company. The weighted-average assumptions used to estimate the fair value of stock options using the Black-Scholes
option valuation model were as follows:

 Schedule of Share Based Stock Option Valuation Assumptions

 2023

 2022

 Risk-free interest rate

 -

 2.98
 %

 Volatility

 -

 117.58
 %

 Exercise price

 -

 $
 2.20

 Dividend yield

 -

 %

 Forfeiture rate

 -

 %

 Expected life (years)

 -

 9.95

 The
Company recognizes forfeitures as they occur.

 The
summary of option activity for the years ended December 31, 2023 and 2022 was as follows:

 Schedule of Stock Option Activity

 Number of Options

 Weighted Average Exercise Price

 Weighted Average Contractual Life

 Total Intrinsic Value

 Outstanding at December 31, 2021

 3,650,943

 $
 1.24

 8.34

 Granted

 400,000

 2.20

 Expired

 ( 62,502
)

 1.25

 Forfeited

 ( 62,498
)

 1.25

 Outstanding at December 31, 2022

 $
 1.33

 6.06

 $
 -

 Granted/forfeited

 -

 -

 -

 -

 Outstanding at December 31, 2023

 1.33

 5.06

 -

 Exercisable at December 31, 2023

 3,685,943

 1.29

 4.85

 -

 As
of December 31, 2023, the Company had the following options issued and outstanding:

 Schedule of Options Outstanding and Exercisable

 Exercise Price

 Number of Options

 Outstanding

 Number of Options

 Exercisable

 Weighted Average

 Remaining

 Contractual Years

 Intrinsic Value

 $
 1.01

 1,985,943

 1,985,943

 2.49

 $
 -

 1.25

 540,000

 540,000

 7.16

 -

 1.37

 200,000

 200,000

 6.63

 -

 1.75

 800,000

 680,000

 7.91

 -

 2.20

 400,000

 280,000

 8.44

 -

 $
 1.33

 3,685,943

 5.06

 -

 d)

 Restricted Share Units

 During the year ended December 31, 2021, the Company granted restricted share awards totaling 350,000 shares of common stock to directors, senior officers, and consultants, contingent upon underlying performance conditions. As of December 31, 2023, the Company determined that only two out of four performance conditions have been met. No compensation cost was recognized for the restricted share awards for the year ended December 31, 2023 (2022- $ 295,750).

 The
following performance conditions attached to the restricted share awards were achieved:

 The
 Company will raise financing for the gross proceeds that equal or exceed $ 5,000,000, and

 The
 Company will complete valuation reports for acquisition of Somahlution and My Health Logic.

 e)
 Warrants

 Schedule of Warrants Outstanding

 Number

 Weighted Average Price

 Balance, December 31, 2021

 12,144,838

 $
 2.90

 Issued pursuant to Unit Purchase Agreement

 8,360,152

 2.25

 Issued

 878,398

 1.16

 Exercised

 ( 300,000
)

 0.01

 Expired

 ( 113,637
)

 3.00

 Cancelled pursuant to FINRA

 ( 578,398
)

 1.75

 Cancelled as part of debt extinguishment

 ( 342,856
)

 2.25

 20,048,497

 $
 2.64

 Warrants modified pursuant to debt extinguishment (Note 6)

 355,577,447

 0.10

 Issued pursuant to debt agreements (Note 6)

 183,560,497

 0.15

 Issued

 79,949,352

 0.11

 Exercised

 ( 2,652,159
)

 0.10

 636,483,634

 $
 0.12

the year ended December 31, 2023, the Company issued the following:

 On
 April 13, 2023, the Company delivered offer letter agreements (the "Somahlution Warrant
 Offer Letter Agreements") to the Former Somahlution Owners, which offered to allow
 the Former Somahlution Owners to exercise the Somahlution Warrants to purchase the number
 of restricted shares of common stock issuable under the Somahlution Warrants at an exercise
 price reduced by the Company from $ 5.00 per share to $ 0.10 per share, on or prior to April
 21, 2023, for maximum total cash proceeds of $ 299,996. As of the conclusion of this offer
 period, four of the Former Somahlution Owners had entered into Somahlution Warrant Offer
 Letter Agreements and had exercised their Somahlution Warrants to purchase a total of 2,652,159
 shares of common stock for gross proceeds of $ 265,216 (the "Somahlution
 Warrants Exercise").

 As
a result of this warrant exercise, pursuant to the terms applicable to the Convertible Notes and the Class C Warrants (see Note 6), the
conversion price of the Convertible Notes adjusted from $ 1.75 per share to $ 0.10 per share, the exercise price of the Class C Warrants
adjusted from $ 2.25 per share to $ 0.10 per share, and the number of shares that the Class C Warrants may be exercised to purchase was
increased proportionately. In connection with these developments and the lack of sufficient authorized shares of common stock under the
Company's articles of incorporation to meet its obligations under outstanding convertible or exercisable securities, the Company
also obtained additional conversion and exercise rights waivers from Convertible Note and Class C Warrant holders. As a result of these
adjustment provisions and the conversion and exercise terms applicable to the Class C Warrants, including the effect of the applicable
waivers, the number of shares that the Class C Warrants may be exercised to purchase adjusted from 16,658,486 shares of common stock to
 372,115,965 shares.

 Concurrently
 with the issuance of Replacement Placement Agent Notes (see Note 6), the Company issued to
 Univest and Mr. Richmond Class C Warrants (the "Replacement Placement Agent Class C
 Warrants"), such that up to 3,548,148 and 5,322,223 shares of common stock, respectively,
 are issuable upon exercise thereof. Additionally, to compensate Univest and Mr. Richmond
 for the cancelled in previous years securities, the Company issued to Univest and Mr. Richmond
 Placement Agent Warrants (the "Replacement Placement Agent Warrants"), such that
 up to 4,048,782 and 6,073,182 shares of common stock are issuable upon exercise thereof,
 respectively. The Replacement Placement Agent Warrants were fair valued at $ 259,619 and $ 389,429,
 respectively, and recorded in other general and administrative expenses in the consolidated
 statements of operations for the year ended December 31, 2023.

 From
 May 2023 and through to November 2023, the Company issued OID Convertible Notes for aggregate
 principal of $ 6,987,606 and convertible into up to 69,876,060 shares of common stock not
 including shares convertible from interest under the Convertible Notes, Class E Warrants
 exercisable for the purchase of 87,345,056 shares of common stock at $ 0.10 per share, and
 Class F Warrants for the purchase of 87,345,056 shares of common stock at $ 0.20 per share.
 The OID Convertible Notes, Class E Warrants and Class F Warrants will not be convertible
 or exercisable until the Capital Event Amendment becomes effective. As described in Note
 6, Class E and Class F warrants were initially accounted for as a liability but were subsequently
 reclassified to equity on the consolidated balance sheets at December 31, 2023.

 to the Hexin Promissory Note (see Note 5), on May 22, 2023, the Company issued Hexin a Class
 E Warrant that may be exercised to purchase 7,500,000 shares of common stock for $ 0.10 per
 share, and a Class F Warrant that may be exercised to purchase 3,750,000 shares of common
 stock for $ 0.20 per share (collectively, the "Hexin Warrants"). The Hexin Warrants
 will be exercisable in accordance with the exercise terms and conditions of the other Class
 E and Class F Warrants described above (see Note 6). The warrants issued had an average term
 of 5 years, vested immediately, and were fair valued at $ 1,333,127 and were recorded in other
 general and administrative expenses in the consolidated statements of operations for the
 year ended December 31, 2023.

 The
 Company agreed to issue Placement Agent Warrants (the "OID Units Placement Agent Warrants")
 to Univest and/or its designee(s) at each closing of the OID Units Private Placement. The
 required OID Units Placement Agent Warrants will consist of Placement Agent Warrants for
 the purchase of 8% of the aggregate number of shares of common stock initially issuable upon
 conversion of the OID Convertible Notes, 8% of the aggregate number of shares of common stock
 initially issuable upon exercise of the Class E Warrants at $ 0.10 per share, and 8% of the
 aggregate number of shares of common stock initially issuable upon exercise of the Class
 F Warrants at $ 0.20 per share, subject to adjustment. Univest notified the Company that the
 Company would be permitted to defer the issuance of the OID Units Placement Agent Warrants
 until the final closing of the OID Units Private Placement. Under the terms of the OID Units
 Placement Agent Warrants, such warrants will be exercisable from the date of issuance until
 August 16, 2028. In the year ended December 31, 2023, the Company issued 51,289,782 Class
 E and 7,287,606 Class F warrants, which were fair valued at $ 7,423,183 and $ 666,796, respectively,
 and recorded in other general and administrative expenses in the Statement of Operations
 for the year ended December 31, 2023.

the year ended December 31, 2022, the Company issued the following:

 Unit
Purchase Agreements Warrants

the year ended December 31, 2022, pursuant to the applicable Unit Purchase Agreement, the Company issued an aggregate of 8,360,159 additional
New Class C Warrants with an exercise price of $ 2.25 share and a term of five years. However, on October 28, 2022, following the October
2022 Letter Agreement, the Company extinguished convertible promissory notes held by Univest and Mr. Richmond (see Note 6), as well as
Class C Warrants, attached to them. As the result the total of 342,857 Class C Warrants were cancelled.

 Other
Warrants

 On
January 26 and February 14, 2022, in exchange for services of Mr. Richmond, the Company granted him 300,000 warrants to purchase an aggregate
 300,000 shares of Marizyme's common stock at an exercise price of $ 0.01 per share. The warrants issued had an average term of 5
years, vested immediately, and were fair valued at $ 568,677 and recorded in salary expense in the consolidated statements of operations
for the year ended December 31, 2022. On March 15, 2022, Mr. Richmond exercised 300,000 warrants issued to him.

 On
June 26, 2022, the Company issued an additional 347,039 warrants to Mr. Richmond and 231,359 warrants to Univest to purchase an aggregate
 578,398 shares of Marizyme's common stock at an exercise price of $ 1.75 per share. The warrants issued had an average term of 5
years, vested immediately, and were fair valued at $ 1,281,854, of which $ 769,113 was recorded in salary expense and $ 512,741 in professional
fees in the consolidated statements of operations for the year ended December 31, 2022. On October 28, 2022, following the October 2022
Letter Agreement, the aggregate 578,398 warrants granted to Mr. Richmond and Univest were cancelled.

the year ended December 31, 2023, the Company recorded $ 526,597 in non-cash stock-based compensation (2022 - $ 1,905,948).

 8.
 Related Party Transactions

 As
of December 31, 2023, the Company owed an aggregate of $ 230,153 (2022 - $ Nil) to related parties of the Company.

the year ended December 31, 2023, the Company incurred $ 288,000 (2022 - $ 172,800) and settled $ 280,347 (2022 - $ 172,800) in professional
services rendered by related parties of the Company. The services were provided by entities which are controlled by management and are
pursuant to various consulting agreements.

the year ended December 31, 2023, the Company also incurred $ 1,293,500 in compensation to Directors and Executive Officers for their
services rendered (2022 – $ 1,064,000) and settled $ 1,071,000 (2022 - $ 1,060,000).

as part of the Somahlution acquisition in 2020, the Company recorded a prepaid royalty to the stockholders of Somahlution. The former
primary beneficial owner is Dr. Vithal Dhaduk, currently a director, and significant stockholder of the Company. During the year ended
December 31, 2023, the Company accrued $ 65,634 in royalties payable incurred on sales of the DuraGraft product outside of the U.S., respectively.
This amount was offset against the prepaid royalty receivable.

the year ended December 31, 2023, the Company and stockholders of Somahlution agreed to reduce the prepaid royalty balance by 50% or
by $ 151,000. As at December 31, 2023, the Company had $ 122,457 in prepaid royalties (December 31, 2022 - $ 339,091) which had been classified
as non-current in the consolidated balance sheets.

 9.
 Commitments and Contingencies

 Legal
Matters

 Under
a Confidential Settlement Agreement, dated November 18, 2022, the Company and Nicholas DeVito agreed that Mr. DeVito would dismiss a
Complaint that Mr. DeVito filed on June 7, 2022 in the Circuit Court of the Fifteenth Judicial Circuit in and for Palm Beach County,
Florida, Case No. 50-2022-CA-005437. The parties also agreed that following an anticipated reverse split, the Company was required to
issue Mr. DeVito 16,000 "post-split" shares to be delivered in paper certificate form within three (3) business days of the
reverse split. The settlement agreement further provided that the delivered shares would be subject to normal and customary restrictions
pursuant to Rule 144 of the SEC. In the event no split occurred by December 12, 2022, the Company was required to issue Mr. DeVito 60,000
"pre-split" shares. In addition, the parties agreed that no further continuous service is required pursuant to Section 2
of the Mutual Release of Claims Agreement between Mr. DeVito and the Company dated as of August 27, 2020. Pursuant to the agreement,
on January 4, 2023, the Company issued 16,000 shares of common stock to Mr. DeVito (see Note 7b).

 On
August 19, 2021, Dr. Neil Campbell, former President, Chief Executive Officer and director of the Company, and Bruce Harmon, former Chief
Financial Officer and Secretary of the Company, each filed a Complaint and Demand for Jury Trial against the Company and Insperity Peo
Services, L.P., a Delaware limited partnership ("Insperity"), a joint employer of Dr. Campbell and Mr. Harmon with the Company
under a Client Service Agreement, dated November 30, 2020 (collectively, the "Campbell/Harmon Complaints"). Both Campbell/Harmon
Complaints allege that the Company and Insperity violated Section 448.105 of the Florida Private Whistleblower Act as a result of the
constructive terminations of Dr. Campbell and Mr. Harmon after the occurrence of violations federal and state law, including federal
securities law, at the Company that exposed Dr. Campbell and Mr. Harmon to civil and criminal forms of liability and that the Company
was not addressing to their satisfaction. Both Campbell/Harmon Complaints demand approximately $ 30,000 - $ 50,000 in back pay and benefits,
interest on back pay, front pay and/or lost earning capacity, compensatory damages, costs and attorney's fees, and such other relief
as the court deems equitable. In the year ended December 31, 2022, both cases were dismissed with prejudice and without any financial
impact on the Company.

 Contingencies

 a)
As part of the DuraGraft Acquisition, completed on July 31, 2020, the Company entered into the Agreement with Somahlution stockholders,
whereby Marizyme is legally obligated to pay royalties on all net sales for Somahlution, Inc. The royalties associated with the Agreement
are calculated as follows:

 Royalties
on U.S. sales equal to:

 5 %
 on the first $50,000,000 of net sales,

 4 %
 on net sales of $50,000,001 up to $200,000,000, and

 2 %
 on net sales over $200,000,000.

 Royalties
on sales outside of the U.S.:

 6 %
 on the first $50,000,000 of net sales,

 4 %
 on net sales of $50,000,001 up to $200,000,000, and

 2 %
 on net sales over $200,000,000.

 The
royalties are in perpetuity. During the year ended December 31, 2023, the Company had not earned any revenues from Krillase, however
the Company did incur sales of the DuraGraft products outside of the U.S., on which $ 65,634 in royalties have been accrued and offset
against the prepaid royalties receivable (see Note 8).

 Upon
receiving FDA clearance for the DuraGraft product and insurance reimbursement approval on the products pursuant to section 2(b) of the
Asset Purchase Agreement dated December 15, 2019, the Company will:

 Issue
 performance warrants with a strike price determined based on the average of the closing prices
 of the Company's common stock for the 30 calendar days following the date of the public
 announcement of the FDA approval; and

 Upon
 liquidation of all or substantially all of the assets relating to DuraGraft, the Company
 will pay 15 % of the net sale proceeds up to $ 20 million.

 b)
 The
 Company has entered into arrangements for office and laboratories spaces. As at December
 31, 2023, minimum lease payments in relation to lease commitments are payable as described
 in Note 2.

 10.
 Income Taxes

 As
of December 31, 2023, and 2022, the Company has federal net operating loss carry forwards of $ 46,255,000 and $ 40,733,000, respectively.
As of December 31, 2023, and 2022, the Company has Florida state net operating loss carry forwards of $ 21,010,000 and $ 18,117,000, respectively.
The federal and Florida state net operating loss carryforwards are carried forward indefinitely. The Company's net operating loss
carry forwards may be subject to annual limitations, which could reduce or defer the utilization of the losses as a result of an ownership
change as defined in Section 382 of the Internal Revenue Code.

 The
Company's tax expense differs from the "expected" tax expense for Federal income tax purposes (computed by applying
the United States Federal tax rate of 21 % to loss before taxes for fiscal year 2023 and 2022), as follows:

of Income Tax Expenses

 Tax expense (benefit) at the statutory rate

 $
 ( 13,722,852
)

 $
 ( 8,014,646
)

 Foreign rate differential

 ( 162,869
)

 -

 State Taxes

 ( 125,758
)

 ( 1,658,268
)

 Non-deductible items

 11,711,809

 702,460

 Deferred true-ups

 ( 2,568,076
)

 40,912

 Other

 ( 15,548
)

 ( 121,202
)

 Change in valuation allowance

 4,883,294

 9,050,744

 Total

 $
 -

 $
 -

 The
tax effects of the temporary differences between reportable financial statement income and taxable income are recognized as deferred
tax assets and liabilities.

 We file U.S. and state income tax returns with varying statues of limitation.
The tax years from 2018 to 2023 remain open to examination due to the carryover of unused NOL carryforwards and tax credits.

 The
following is a reconciliation of the U.S. federal statutory rate to the effective income tax rates for the years ended December 31, 2023
and 2022:

of Effective Income Tax Rate

 U.S. statutory federal rate

 21.0
 %

 21.0
 %

 Foreign rate differential

 0.2
 %

 0.0
 %

 State Taxes

 0.2
 %

 4.3
 %

 Non-deductible / non-taxable items

 - 17.9
 %

 - 1.8
 %

 Deferred true-up

 3.9
 %

 - 0.1
 %

 Other

 0.0
 %

 0.3
 %

 Valuation allowance

 - 7.5
 %

 - 23.7
 %

 Total provision

 0.0
 %

 0.0
 %

 The
tax effect of significant components of the Company's deferred tax assets and liabilities at December 31, 2023 and 2022, are as
follows:

of Deferred Tax Assets and Liabilities

 Deferred tax assets:

 Net operating loss carry forward

 $
 11,735,683

 $
 9,551,121

 Lease liability

 255,178

 376,380

 Intangible assets

 6,212,227

 3,618,128

 Capitalized research and development costs

 1,082,349

 974,819

 Deferred tax assets

 19,285,437

 14,520,448

 Deferred tax liabilities:

 ROU assets

 ( 255,178
)

 -

 Fixed assets

 ( 2,897
)

 ( 376,380
)

 Deferred tax liabilities

 ( 285,075
)

 ( 376,380
)

 Total gross deferred tax assets

 19,027,362

 14,144,068

 Less: Deferred tax asset valuation allowance

 ( 19,027,362
)

 ( 14,144,068
)

 Total net deferred taxes

 $
 -

 $
 -

 In
assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all
of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of
future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal
of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment.

 Because
of the historical earnings history of the Company, the net deferred tax assets for 2023 and 2022 were fully offset by a 100% valuation
allowance. The valuation allowance for the remaining net deferred tax assets was $ 19,027,363 and $ 14,144,068 as of December 31, 2023
and 2022, respectively. The Company is evaluating the foreign reporting requirements as it relates to revenue from foreign sources and
has determined that any accrual would not be material.

 It is the Company's practice to recognize interest and penalties related
to income tax matters in income tax expense. As of December 31, 2023, we had no accrued interest and penalties related to uncertain tax
positions. We do not expect any material changes to the estimated amount of liability associated with our uncertain tax positions within
the next 12 months.

 Effective
for tax years beginning after December 31, 2021, taxpayers are required to capitalize any expenses incurred that are considered incidental
to research and experimentation (R&E) activities under IRC Section 174. While taxpayers historically had the option of deducting
these expenses under IRC Section 174, the December 2017 Tax Cuts and Jobs Act mandates capitalization and amortization of R&E expenses
for tax years beginning after December 31, 2021. Expenses incurred in connection with R&E activities in the U.S. must be amortized
over a 5 -year period if incurred, and R&E expenses incurred outside the U.S. must be amortized over a 15 -year period. R&E activities
are broader in scope than qualified research activities considered under IRC Section 41 (relating to the research tax credit). For the
year ended December 31, 2023, the Company performed an analysis based on available guidance and determined that it will continue to be
in a loss position even after the required capitalization and amortization of its R&E expenses. The Company will continue to monitor
this issue for future developments, but it does not expect R&E capitalization and amortization to require it to pay cash taxes now
or in the near future.

 11.
 Subsequent Events

 Composition
of Board of Directors

 On
January 31, 2024, Julie Kampf submitted written notice of her resignation from the Board of Directors, effective the same date. Concurrently,
the independent director agreement between the Company and Ms. Kampf, dated June 7, 2022, expired in accordance with its terms. Ms. Kampf's
decision to resign from the Board of Directors was not the result of any disagreement relating to the Company's operations, policies,
or practices.

 Subsequent
to the year ended December 31, 2023, and before the date this Annual Report on Form 10-K was issued, Dr. William Hearl passed away.

 On April 12, 2024, Michael Stewart submitted written notice of his resignation
from the Board of Directors, effective the same date. Concurrently, the independent director agreement between the Company and Mr. Stewart,
dated June 7, 2022, expired in accordance with its terms. Mr. Stewart's decision to resign from the Board of Directors was not the
result of any disagreement relating to the Company's operations, policies, or practices.

 Co-Development
Agreement

 Subsequent
to the fiscal year ended December 31, 2023, and prior to the issuance date of this Annual Report on Form 10-K, the Company engaged
in a Co-Development Agreement (the "Agreement") with Qualigen Therapeutics, Inc. ("Qualigen") aimed at
furthering the commercialization efforts of DuraGraft. Pursuant to the Agreement, Qualigen has committed to providing up to
$ 1,500,000
in funding over the next few months to support the commercial launch of DuraGraft in the United States, including funding for
post-clearance clinical studies. In exchange, Qualigen will be entitled to a portion of Marizyme's gross profit from future
U.S. sales of the product, subject to a cap of 2 times Qualigen's invested capital. Additionally, Qualigen has obtained an
exclusive negotiation period, which concludes on May 31, 2024, during which it may propose and delineate a broader strategic
relationship between the two companies. In accordance with the agreement, the Company formed a wholly owned subsidiary
called DuraGraft, Inc. subsequent to the year end.

 ITEM
9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

 None.

 ITEM
9A. CONTROLS AND PROCEDURES

 Disclosure
Controls and Procedures

 Disclosure
controls and procedures are defined in Rule 13a-15(e) under the Exchange Act to mean controls and other procedures designed to ensure
that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed,
summarized and reported, within the time periods specified in the SEC's rules and forms. Disclosure controls and procedures include,
without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports
that it files or submits under the Exchange Act is accumulated and communicated to the issuer's management, including its principal
executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding
required disclosure.

 At
the end of the period covered by this Annual Report on Form 10-K an evaluation was carried out under the supervision of and with the
participation of our management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design
and operations of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act). Based on this evaluation,
our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective as of
December 31, 2023. This conclusion was based on the material weaknesses in our internal control over financial reporting as further described
below.

 Material
Weaknesses

 A material weakness is a deficiency,
or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material
misstatement of our annual or interim consolidated financial statements will not be prevented or detected and corrected on a timely basis.
The following material weakness was previously reported in our Annual Report on Form 10-K for the year ended December 31, 2022 and has
remained unchanged for the year ended December 31, 2023:

 We
 did not have sufficient resources with appropriate knowledge, experience and/or training
 commensurate with our financial reporting requirements to assist us in our timely and efficient
 preparation and review over our financial reporting

 Remediation
Efforts to Address Material Weakness

 To
remediate the material weakness described above, since December 31, 2023, management has added, or intends to add, controls to further
enhance and revise the design of the existing controls, including the following:

 Implementing
 reassessed design and operation of internal controls over financial reporting and reviewing
 procedures over the preparation of our financial statements.

 Engaging
 permanent accounting personnel and consultants to provide support during our quarterly and
 annual preparation, review, and reporting of our financial statements.

 Appointing
 qualified personnel to the key management roles to provide oversight and develop stronger
 controls, policies and procedures.

 Maintaining
 adequate internal qualified personnel to properly supervise and review the information provided
 by outside consulting technical experts to ensure certain significant complex transactions
 and technical matters are properly accounted for.

 We
cannot assure you that these ongoing or planned measures in response to the material weakness in our internal control over financial
reporting will be sufficient to remediate such material weakness or to avoid potential future material weaknesses.

 Internal
Control Over Financial Reporting

 Our
management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f)
under the Exchange Act. Internal control over financial reporting is defined as a process designed by, or under the supervision of, the
issuer's principal executive and principal financial officers, or persons performing similar functions, and effected by the issuer's
board of directors, management and other personnel, 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 and includes
those policies and procedures that: (1) Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect
the transactions and dispositions of the assets of the issuer; (2) Provide reasonable assurance that transactions are recorded as necessary
to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures
of the issuer are being made only in accordance with authorizations of management and directors of the issuer; and (3) Provide reasonable
assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the issuer's assets that
could have a material effect on the financial statements.

 Because
of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation
of the effectiveness of internal control to future periods are subject to the risk that controls may become inadequate because of changes
in conditions, or that the degree of compliance with policies or procedures may deteriorate. Under the supervision and with the participation
of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness
of our internal control over financial reporting as of December 31, 2023 using the criteria established in Internal Control-Integrated
Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO"). Based on our evaluation
using those criteria, our management has concluded that, as of December 31, 2023, our internal control over financial reporting was not
effective for the reasons discussed above.

 This
Annual Report on Form 10-K does not include an attestation report of our registered public accounting firm on our internal control over
financial reporting because we are a non-accelerated filer and are not subject to auditor attestation requirements under applicable SEC
rules.

 Changes
to Internal Controls and Procedures over Financial Reporting

 There
were no significant changes in our internal controls over financial reporting that occurred during the quarter ended December 31, 2023.

 ITEM
9B. OTHER INFORMATION

 None.

 ITEM
9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.

 Not
applicable.

 PART
III

 ITEM
10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

 Directors
and Executive Officers

 The
following table sets forth information regarding our executive officers and the members of our board of directors.

 Name

 Age

 Position

 David
 Barthel

 Chief
 Executive Officer, Secretary and Director

 Dr.
 Vithalbhai Dhaduk

 Chairman
 of the Board and Director

 George
 Kovalyov

 Chief
 Financial Officer and Treasurer

 Harrison
 Ross

 Vice
 President of Finance

 Dr.
 Catherine Pachuk

 Chief
 Scientific Officer and Executive Vice President

 Terry
 Brostowin, Esq.

 Dr.
 Nilesh Patel

 David
Barthel. Mr. Barthel has served as our Chief Executive Officer since November 2021, as a director since December 2021, and as
our Secretary since October 2022. From March 2021 to November 2021, Mr. Barthel was Chief Executive Officer of HLII and its wholly owned
subsidiary, My Health Logic Inc., a company focused on developing an innovative point-of-care lab-on-chip digital diagnostic device technologies
for chronic kidney disease. My Health Logic Inc., which holds the MATLOC 1 device technology and all accompanying agreements, was acquired
by Marizyme in December 2021. From July 2019 to February 2021, Mr. Barthel was Managing Director at an affiliate company of Henry Schein,
Inc. Mr. Barthel founded The SmartPill Corp. in 2002 and led the company as CEO and President until its acquisition in October 2012 by
medical device giant, Medtronic plc (Nasdaq: MDT). After the acquisition, Mr. Barthel served as Area Vice President, Southeast Division,
at an affiliate company of Medtronic until July 2019. Mr. Barthel earned a Bachelor of Arts Degree from St. Norbert College in De Pere,
Wisconsin, and an MBA from Lake Forest Graduate School of Management in Lake Forest, Illinois. Our board of directors believes that Mr.
Barthel is qualified to serve as a member of the board of directors due to his 25 years of executive leadership of early-stage and large
corporations in the healthcare and medical devices industries.

 Dr.
Vithalbhai Dhaduk. Dr. Dhaduk has been a director since February 2021, and as Chairman since June 2021. From July 2021 to November
2021, Dr. Dhaduk was Interim Chief Executive Officer. Upon Mr. Barthel's appointment as Chief Executive Officer in November 2021,
Dr. Dhaduk resigned his position as Interim Chief Executive Officer. Dr. Dhaduk also serves as the chairman of our Nominating and Corporate
Governance Committee. Dr. Dhaduk has more than 30 years' professional experience as a neurologist who has served as Head of Neurology
at Professional Neurological Associates for 20 years and Assistant Professor of Neurology at Commonwealth Medical College. Dr. Dhaduk
currently serves as President and Chairman at Professional Neurological Associates (since 1987), Chairman of Dap Dhaduk 1 to 8 (since
1998), Chairman of Caritas International Trading Inc. (since 2011), President and Chairman of Caritas Real Estate Group (since 2011),
President and Chairman of Core Hospitality LLC (since 2011), President and Chairman of Star Real Estate LC (since 2012), President and
Chairman of Coracias Advanced Technology LLC (since 2016), a directors of The Wright Center (since 2017), and President and Chairman
of CorePharma, LLC (since 2018). Previously, Dr. Dhaduk had served as Chairman of Global Pharma Analytics (2012 – 2019), as President
and Chairman of Somahlution, LLC (2012 – 2019), President and Chairman of Apicore LLC (2005 – 2016), President and Chairman
of R&D Future Aire Tech (2011 – 2013), President and Chairman of Neuron Biotech (2007 – 2013), President and Chairman
of Synerx Pharmaceutical (2007 – 2013), and as a director on the board of directors at FNCB Bancorp, Inc. (Nasdaq: FNCB, from 2017
to May 2021). Dr. Dhaduk is a managing trustee of charitable trust and past President and Chairman of Saurashtra Patel Cultural Samaj.
Our board of directors believes that Dr. Dhaduk is qualified to serve as a member of the board due to his experience as a director on
various private company boards, and his more than 35 years in the medical profession and as a business owner.

 Dr.
Dhaduk received a Bachelor of Medicine and Bachelor of Surgery in 1980 from M.P. Shah Medical College in Jamngar, India. Dr. Dhaduk has
a Pennsylvania and New Jersey medical licenses (both since 1985), PGY-1 waiver on basis of excellence in post-graduation from the Board
of Psychiatry and Neurology (1984), FLEX (Federal Licensing Examination (1984) and ECFMG Certification (1981). Dr. Dhaduk has received
the following awards: David Dunn Memorial Award for Outstanding Teaching and Study of Neurology, Medical College of Pennsylvania (1986
– 1987) and Honors in Medicine, M.P. Shah Medical College, India (1980). Dr. Dhaduk has memberships in Fellow of the American Academy
of Neurology, Pennsylvania Medical Society, Lackawanna County Medical Society, American Medical Association, MS Society, Parkinson's
Support Group, National Headache Foundation, Alzheimer's Support Group and Who's Who Registry.

 Dr.
Dhaduk has published in the Journal of Neurology, Neurosurgery, and Psychiatry the following: Partial Ataxic Hemiparesis (1988) and Polyneuritis
Cranialis in Lyme Disease (1987). He has presented at the following: CT Scan, EEG, and Brain Mapping in Acute Stroke at American Academy
of Neurology (April 1987) and Magnetic Resonance Imaging of Intracranial Vascular Malformations at American Society of Neuroimaging (February
1986).

 George
Kovalyov. Mr. Kovalyov has been our Chief Financial Officer and Treasurer since December 2021. Previously he served as the chief
operating officer and director of HLII from September 2020 to November 2021, and as HLII's chief financial officer from December
2021 to September 2022. In addition, Mr. Kovalyov served as a director and audit committee member of Margaret Lake Diamonds Inc. (TSX.V:
DIA) from January 2021 to August 2022. From September 2018 to September 2020, Mr. Kovalyov was VP of Finance and director of Phivida
Holdings Inc. (CSE:VIDA), a premier brand of cannabidiol-infused foods, beverages and clinical products. From October 2016 to September
2020, he was the principal owner of Schindler and Company, an accounting consulting firm. Mr. Kovalyov is a chartered accountant and
is a member of Chartered Professional Accountants of Canada. He graduated from Kwantlen University College with a Bachelor of Business
Administration (BBA), Accounting.

 Harrison
Ross. Mr. Ross has been our Vice President of Finance since December 2021. Previously he had served as the chief financial officer
of HLII from July 2020 to November 2021, and has served as HLII's chief executive officer since December 2021. In addition, Mr.
Ross has served as a director for Codebase Ventures Inc. (CSE:CODE) (FSE:C5B) (OTCQB:BKLLF) since October 2021. From November 2017 to
October 2020, he was CFO of DC Acquisition Corp., a Canadian Capital Pool Company that completed a reverse takeover of a Canada-focused
retail company that currently trades on the TSXV. Mr. Ross was simultaneously working part-time for the family-owned company Graymont
Limited from January 2017 to December 2019 and before that was an equity analyst at the investment-management firm Duncan Ross and Associates
from June 2016 to January 2018. In 2017, Mr. Ross became a CFA Charterholder and in 2013 Mr. Ross received his bachelor's degree
from the University of Western Ontario in Business and Organizational Studies with a specialization in accounting.

 Dr.
Catherine Pachuk. Dr. Pachuk has been our Chief Scientific Officer and Executive Vice President since July 2020. Prior to our
acquisition of the Somahlution Assets in July 2020, Dr. Pachuk had been Somahlution's Chief Scientific Officer and Executive Vice
President since June 2011. Dr. Pachuk has more than 25 years of research and development leadership experience in the pharmaceutical
and biotech sectors with expertise in both drug, device, and vaccine development with significant experience in nucleic acid based therapeutic
platforms including ASO, RNAi and nucleic acid-based vaccines. Dr. Pachuk's key areas of therapeutic focus are viral diseases including
Hepatitis B, Hepatitis C, metabolic disease, HCC, and indications associated with ischemia reperfusion injury. Dr. Pachuk was involved
in advancing multiple medical devices into the clinic and market including several first-in-man compounds. Dr. Pachuk received her Ph. D.
in molecular virology from the University of Pennsylvania where she studied the molecular biology of coronaviruses. Dr. Pachuk also has
a dual Regulatory Affairs Certificate from RAPS (Regulatory Affairs Professional Society) in Medical Devices and Pharmaceuticals.

 Following
a post-doctoral fellowship at SmithKline Beecham, Dr. Pachuk joined Apollon, Inc. to develop programs in oligonucleotide-based therapeutics,
and subsequently DNA-based vaccines for both viral and oncology indications. Following the acquisition of Apollon, Inc. by Wyeth-Ayerst
Research in 1998, Dr. Pachuk continued to direct several vaccine programs which resulted in several plasmid-based vaccine products being
advanced into clinical trials. During this time, Dr. Pachuk worked with FDA'S CBER division in the drafting of a "Points
to Consider" document regarding considerations for administration of plasmid DNA compounds in humans. In 2001, Dr. Pachuk co-founded
Nucleonics, a biotech focused on the development of RNAi-based therapeutics, one of which was advanced into clinical studies in Chronic
Hepatitis B patients. Until April of 2008, Dr. Pachuk was VP of Preclinical Research. Dr. Pachuk then went on to lead biology and preclinical
development efforts for Pfizer's oligonucleotide therapeutic programs (ASO and siRNA) in the areas of oncology and metabolic disease
and was a member of the Executive Leadership Team. Dr. Pachuk also has significant experience in nucleic-acid delivery and has led nucleic
acid-delivery and formulation development programs for ASO, plasmid-based therapeutics, and siRNA at Apollon/Wyeth Vaccines, Nucleonics
and Pfizer. Dr. Pachuk also was responsible for obtaining more than 1.8 million dollars in government and private grants.

 Dr.
Pachuk is currently a Scientific Advisory Board member for Ocugen Inc. where Dr. Pachuk advises on the development of a COVID-19 vaccine
and is currently an invited expert curator for the American Society of Microbiology's COVID-19 research registry. Dr. Pachuk is
also an adjunct faculty member at both Florida Atlantic University and Baruch Blumberg Institute.

 Terry
Brostowin, Esq. Mr. Brostowin has been a member of our board of directors since December 2018. Mr. Brostowin also is a member
of its Audit Committee and Compensation Committee. Mr. Brostowin is an attorney admitted to the Federal Courts in both the Eastern and
Southern Districts of New York and the District of New Jersey. Mr. Brostowin has been President of Brostowin & Associates, PC, since
December 2016. Mr. Brostowin has extensive expertise in contracts and commercial litigation. Mr. Brostowin has provided his opinion to
the New York City Mayor's office of judicial screening committees on judicial reappointments and was a compliance specialist ensuring
the Department of Correction's compliance with various Federal Court ordered mandates and ensured the financial integrity of various
vendors doing business with the Financial Systems Division. Mr. Brostowin has been affiliated with the law firm Brostowin & Associates,
PC, since 2009. Our board of directors believes that Mr. Brostowin is qualified to serve as a member of the board due to his experience
as a practicing attorney for almost 25 years.

 Dr.
Nilesh Patel. Dr. Patel has been a member of our board of directors since April 2022. Dr. Patel has been a practicing physician
with and Chairman of Advanced Cardiovascular Specialists LLC since August 2013. Our board of directors believes that Dr. Patel is qualified
to serve as a member of the board due to his experience as a director, ten years of practice in the medical profession, and as a business
owner.

 Family
Relationships

 There
are no family relationships among any of our directors or executive officers.

 Involvement
in Certain Legal Proceedings

 Except
as described below, none of our directors or executive officers has, during the past ten years:

 been
 convicted in a criminal proceeding or been subject to a pending criminal proceeding (excluding
 traffic violations and other minor offences);

 had
 any bankruptcy petition filed by or against the business or property of the person, or of
 any partnership, corporation or business association of which he was a general partner or
 executive officer, either at the time of the bankruptcy filing or within two years prior
 to that time;

 been
 subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated,
 of any court of competent jurisdiction or federal or state authority, permanently or temporarily
 enjoining, barring, suspending or otherwise limiting, his involvement in any type of business,
 securities, futures, commodities, investment, banking, savings and loan, or insurance activities,
 or to be associated with persons engaged in any such activity;

 been
 found by a court of competent jurisdiction in a civil action or by the SEC or the Commodity
 Futures Trading Commission to have violated a federal or state securities or commodities
 law, and the judgment has not been reversed, suspended, or vacated;

 been
 the subject of, or a party to, any federal or state judicial or administrative order, judgment,
 decree, or finding, not subsequently reversed, suspended or vacated (not including any settlement
 of a civil proceeding among private litigants), relating to an alleged violation of any federal
 or state securities or commodities law or regulation, any law or regulation respecting financial
 institutions or insurance companies including, but not limited to, a temporary or permanent
 injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent
 cease-and-desist order, or removal or prohibition order, or any law or regulation prohibiting
 mail or wire fraud or fraud in connection with any business entity; or

 been
 the subject of, or a party to, any sanction or order, not subsequently reversed, suspended
 or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange
 Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the
 Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity
 or organization that has disciplinary authority over its members or persons associated with
 a member.

 Committees
of the Board of Directors

 Our
board of directors has the authority to appoint committees to perform certain management and administration functions. On January 26,
2022, the Board restructured its committees and established or reestablished an Audit Committee, a Compensation Committee, and a Nominating
and Corporate Governance Committee. The board also adopted a committee charter for the Audit Committee, the Compensation Committee, and
the Nominating and Corporate Governance Committee. The committee charters are available on our website at

 In
addition, our board of directors may, from time to time, designate one or more additional committees, which shall have the duties and
powers granted to it by our board of directors.

 Audit
Committee Members

 Michael
Stewart, Terry Brostowin, and Dr. William Hearl, each of whom satisfies the "independence" requirements of Rule 10A-3 under
the Exchange Act and Nasdaq's rules, were selected to serve on our Audit Committee, with Mr. Stewart
 serving as the chairman. Mr. Stewart has been determined by our board to be qualified as an "audit committee financial expert"
as defined under Item 407(d)(5)(ii) and (iii) of Regulation S-K.

 Material
Changes to Director Nomination Procedures

 There
have been no material changes to the procedures by which stockholders may recommend nominees to our board of directors since such procedures
were last disclosed.

 Code
of Business Conduct and Ethics

 We
have adopted a Code of Business Conduct and Ethics that applies to all of our directors, officers and employees, including our principal
executive officer, principal financial officer and principal accounting officer. Such Code of Business Conduct and Ethics addresses,
among other things, honesty and ethical conduct, conflicts of interest, compliance with laws, regulations and policies, including disclosure
requirements under the federal securities laws, and reporting of violations of the code.

 A
copy of the Code of Business Conduct and Ethics has been filed as an exhibit to this report. The full text of the Code of Business Conduct
and Ethics is also posted on our website at  We are required to disclose any amendment to, or waiver from,
a provision of our code of ethics applicable to our principal executive officer, principal financial officer, principal accounting officer,
controller, or persons performing similar functions. We intend to use our website as a method of disseminating this disclosure as well
as by SEC filings, as permitted or required by applicable SEC rules. Any such disclosure will be posted to our website within four (4)
business days following the date of any such amendment to, or waiver from, a provision of our Code of Business Conduct and Ethics.

 Delinquent
Section 16(a) Reports

 Section
16(a) of the Exchange Act requires the Company's directors, executive officers and persons who beneficially own 10% or more of
a class of securities registered under Section 12 of the Exchange Act to file reports of beneficial ownership and changes in beneficial
ownership with the SEC. Directors, executive officers and greater than 10% stockholders are required by the rules and regulations of
the SEC to furnish the Company with copies of all reports filed by them in compliance with Section 16(a).

 Based
solely on our review of certain reports filed with the SEC pursuant to Section 16(a) of the Exchange Act, or Section 16(a), the reports
required to be filed pursuant to Section 16(a) during the fiscal year ended December 31, 2023 or in prior years, were timely filed except
as otherwise disclosed in our previous filings with the SEC.

 ITEM
11. EXECUTIVE COMPENSATION

 The
following table presents information regarding the total compensation awarded to, earned by, or paid to each person serving as Chief
Executive Officer during the year ended December 31, 2023 and other individuals as required by Item 402(m)(2) of Regulation S-K, during
the noted periods. These individuals are our named executive officers for 2022.

 The
following table sets forth information concerning all cash and non-cash compensation awarded to, earned by or paid to all individuals
who served as the Company's principal executive officer or acting in similar capacity during the last two completed fiscal years,
regardless of compensation level, and other individuals as required by Item 402(m)(2) of Regulation S-K, during the noted periods.

 Name
 and Principal Position

 Year

 Salary

 Bonus

 Stock
 Awards

 Option
 Awards

 All
 Other Compensation

 Total

 David
 Barthel, Chief

 2023

 $

 350,000

 $

 -

 $

 -

 $

 -

 $

 -

 $

 350,000

 Executive
 Officer

 2022

 $

 350,000

 $

 -

 $

 -

 $

 -

 $

 -

 $

 350,000

 Dr.
 Catherine Pachuk, Chief

 2023

 $

 325,000

 $

 -

 $

 -

 $

 -

 $

 -

 $

 325,000

 Scientific
 Officer and Executive Vice President

 2022

 $

 325,000

 $

 -

 $

 -

 $

 -

 $

 -

 $

 325,000

 Dr.
 Steven Brooks, Chief

 2023

 $

 262,500

 $

 -

 $

 -

 $

 -

 $

 -

 $

 262,500

 Medical
 Officer

 2022

 $

 300,000

 $

 -

 $

 -

 $

 -

 $

 -

 $

 300,000

 George
 Kovalyov, Chief

 2023

 $

 168,000

 $

 -

 $

 -

 $

 -

 $

 -

 $

 168,000

 Financial
 Officer

 2022

 $

 86,400

 $

 -

 $

 -

 $

 -

 $

 -

 $

 86,400

 Outstanding
Equity Awards at Fiscal Year-End of Named Executive Officers

 As
of December 31, 2023, the following named executive officers had the following unexercised options, stock that has not vested, and equity
incentive plan awards:

 Name and Principal Position

 Number of
 Underlying
 Unexercised Options (#)
 Exercisable

 Number of
 Underlying
 Unexercised Options (#)
 Unexercisable

 Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)

 Option
 Exercise Price
 $

 Option
 Expiration
 Date

 Market Value of Shares or Units of Stock That Have Not Vested ($)

 Market Value of Shares or Units not Vested

 Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)

 Equity
 Incentive
 Plan Awards: Market or Payout Value of
 Unearned
 Shares, Units or Other Rights That Have Not Vested ($)

 David Barthel, Chief Executive Officer

 280,000
 (1)

 120,000
 (1)

 -

 $
 1.75

 10/31/2031

 -

 -

 -

 -

 Dr. Catherine Pachuk, Chief Scientific Officer and Executive Vice President

 Dr. Steven Brooks, Chief Medical Officer

 40,000
 (2)

 $
 1.25

 11/30/2030

 George Kovalyov, Chief Financial Officer

 200,000
 (3)

 $
 1.75

 12/21/2031

 (1)
David Barthel was granted an option to purchase 400,000 shares of common stock on October 31, 2021. The option vested as to 40,000 shares
upon grant, and the balance of 360,000 shares will vest quarterly over a three-year period in equal 30,000-share installments.

 (2)
Dr. Steven Brooks was granted an option to purchase 40,000 shares of common stock on December 1, 2020. The option was subject to vesting
in quarterly equal installments over three years.

 (3) Geore Kovalyov was granted an option to purchase 200,000 shares of
common stock on December 21, 2021. The option was subject to vesting in monthly equal installments over two years.

 Executive
Compensation Agreements

 David
Barthel

 On
October 31, 2021, the Company entered into an executive employment agreement (the "CEO Employment Agreement"), with Mr. Barthel
setting forth the terms of the compensation for his services as Chief Executive Officer of the Company. Pursuant to the CEO Employment
Agreement, Mr. Barthel is entitled to an annual fixed gross salary of $350,000. Upon execution of the CEO Employment Agreement, Mr. Barthel
received incentive stock options, or ISOs, to purchase 400,000 shares of the Company's common stock at the agreed upon fair market
price of $2.25 per share. On February 8, 2022, the board of directors determined to approve an amendment to the CEO Employment Agreement
to provide that the fair market price of the ISOs be amended to $1.75 per share of common stock. The board of directors made this determination
in part based on recent arms'-length transactions with certain private placement investors in the Units Private Placement, in which
such investors purchased units comprised of a secured Convertible Note, convertible into common stock at a price per share of $1.75,
subject to adjustment, as well as a Class C Warrant to purchase two shares of common stock with an exercise price equal to the lower
of (i) $2.25 per share, subject to adjustment, or (ii) 75% of the cash price per share to be paid by the purchasers in a "qualified
financing" as defined in the applicable unit purchase agreement. In addition, Mr. Barthel will be eligible to receive certain equity
in the form of ISOs of the Company based upon the attainment of certain metrics, as follows: Nasdaq Listing – 100,000 ISOs; FDA
approval of DuraGraft – 75,000 ISOs; FDA approval of MATLOC 1 – 75,000 ISOs; Material 3 rd Party Partnerships for
DuraGraft – 50,000 ISOs; and Material 3 rd Party Partnerships for MATLOC 1 – 50,000 ISOs. All ISOs listed above
will have 10% vesting upon grant and the balance will vest quarterly over a three (3) year period in equal installments. Mr. Barthel
must be employed with the Company in good standing at the time any such ISOs are awarded according to the milestones set forth above.
In the event that Mr. Barthel's employment is terminated prior to any milestone being achieved, he will forfeit his right to receive
such ISOs. Mr. Barthel is also eligible to participate in all employee benefit plans, including health insurance, commensurate with his
position. Mr. Barthel will receive $3,000 per month to cover healthcare and related expenses. Mr. Barthel's employment is at-will
and may be terminated by him or by the Company at any time. Through October 31, 2022, if the Company had terminated Mr. Barthel's
employment with the Company without Cause (as defined in the CEO Employment Agreement), and if Mr. Barthel had executed a full release
in favor of the Company (in a form acceptable to the Company, which would have included non-competition, non-solicitation, and non-disparagement
provisions), the Company would only have been required to pay Mr. Barthel the total sum equal to six months of his gross annual salary.
Beginning November 1, 2022, if the Company terminates Mr. Barthel's employment with the Company without Cause, and if Mr. Barthel
executes a full release in favor of the Company, the Company will only pay Mr. Barthel the total sum equal to 12 months of his annual
gross salary. In the event of a termination with Cause, or in the event of a resignation by Mr. Barthel, Mr. Barthel will not be entitled
to any separation payment or any other post-termination severance. The CEO Employment Agreement contains customary confidentiality provisions
and restrictive covenants prohibiting Mr. Barthel from (i) owning or operating a business that competes with the Company during the term
of his employment and for a period of 18 months following the termination of his employment or (ii) soliciting the Company's employees
for a period of 18 months following the termination of his employment.

 On
August 22, 2022, Mr. Barthel executed a limited waiver and consent agreement waiving his option exercise rights. The limited waiver and
consent agreement was to expire on December 31, 2022, or if earlier to occur, upon the approval of an increase in the number of the authorized
shares of common stock under the Company's articles of incorporation by the Company's stockholders by majority written consent
or via stockholder vote at the Company's next stockholder meeting and the implementation of such increase, which were to occur
as soon as practicable after such stockholder approval. On December 27, 2022, we held the Annual Meeting. At the Annual Meeting, stockholders
holding shares of common stock in the Company representing at least a majority of the voting power approved, among other matters, the
Authorized Capital Increase. As a result, the limited waiver and consent agreement expired in accordance with its terms.

 George
Kovalyov

 On
December 21, 2021, the Company entered into a consulting agreement (the "CFO Consulting Agreement"), with George Kovalyov,
its Chief Financial Officer and Treasurer, and AAT Services Inc., a corporation incorporated pursuant to the laws of British Columbia,
Canada and, together with Mr. Kovalyov, the "CFO Consultant". Under the CFO Consulting Agreement, the Company engaged the
CFO Consultant for a 12-month term to provide such services as the Company may from time to time request, including, without limiting
the generality of the foregoing, the following: Proper filing with the SEC of quarterly and annual reports; budgeting, allocation of
capital, and payroll processes; assistance in the preparation of a Form S-1 and other Nasdaq listing preparations; assistance with corporate
governance creations and procedures; the creation of valuation reports for the Company's products and medical devices such as DuraGraft,
MATLOC 1 and Krillase; preparation of investment material for current and prospective stockholders; general business development; and
seeking potential partners and financing opportunities.

 Under the CFO Consulting Agreement, the Company will pay the CFO Consultant
a monthly base salary of $7,143 and reimburse all reasonable business-related travel and other business expenses. Notwithstanding this
provision, the Company has paid the CFO Consultant $14,000 per month starting January 1, 2023. The Company will also grant the following
equity compensation: (i) cashless warrants to purchase 100,000 shares of common stock of the Company, with an exercise price of $1.26
per share, expiring on December 21, 2026; (ii) options to purchase 200,000 shares of common stock of the Company, vesting monthly over
two years, with an exercise price of $1.75 per share, expiring on December 21, 2031; and (iii) 175,000 restricted shares of common stock
of the Company, subject to the following milestone vesting schedule: (a) 75,000 restricted shares will vest upon the Company successfully
listing its common stock on Nasdaq or the NYSE; 50,000 restricted shares will vest upon any Company financing after January 1, 2022 of
debt or equity in which the gross proceeds equal or exceed $5,000,000; (c) 25,000 restricted shares will vest upon the completion of valuation
reports for both Somahlution LLC and HLII; and (d) 25,000 restricted shares will vest upon a material commercial partnership for MATLOC
1. The CFO Consultant will not receive any other employee benefits from the Company. AAT Services Inc. is subject to a side agreement,
under which the granting of its restricted shares will occur upon vesting. Under a limited waiver and consent agreement, AAT Services
Inc. waived its exercise rights under its options until certain conditions were met or December 31, 2022, whichever were to occur first.
On December 27, 2022, such conditions were met, and as a result, the limited waiver and consent agreement expired in accordance with its
terms.

 The
CFO Consulting Agreement automatically renews for additional six-month terms and may be terminated by either party upon 30 days'
notice. If the CFO Consultant is terminated without cause prior to the end of the term, the Company must pay the CFO Consultant $21,429.00
in severance as well as any other due and unpaid compensation. The CFO Consulting Agreement provides for customary confidentiality and
non-solicitation terms.

 On
March 3, 2022, we designated Mr. Kovalyov as a recipient of part of the unexercised portion of a fully-vested option to purchase 1,100,000
shares of common stock at $1.01 that we and our designees purchased from a former executive. The designated option is exercisable to
purchase 273,750 shares of common stock. The option was granted on March 17, 2022, and expires on March 16, 2024. In connection with
this stock option designation, Mr. Kovalyov paid the former executive $25,000. The Company recorded the change in ownership upon proof
of Mr. Kovalyov's payment for such option and the Company did not pay or receive cash or other consideration for the repurchase
and designation of the stock option.

 Dr.
Steven Brooks

 On
December 1, 2020, Dr. Steven Brooks signed an offer letter from us accepting the position as our Chief Medical Officer effective as of
that date. This position provides annual compensation of $300,000, an annual discretionary bonus of potentially 25% of base salary based
upon discretionary objectives to be outlined, and options to purchase 40,000 shares of common stock. We also provided Dr. Brooks a benefit
package to include insurance coverage. Dr. Brooks's employment was terminated on October 18, 2023.

 Catherine
Pachuk

 Under
an Executive Employment Agreement, dated July 26, 2021, with Dr. Catherine Pachuk, we agreed to appoint Dr. Pachuk as our Chief Scientific
Officer and Executive Vice President. Under the agreement, Dr. Pachuk's annual salary is $325,000. If terminated without cause
through August 31, 2022, Dr. Pachuk is entitled to eight months' severance payments. If terminated without cause after August 1,
2022, Dr. Pachuk is entitled to six months' severance payments. If terminated with cause, Dr. Pachuk is not entitled to any post-termination
or severance compensation. Dr. Pachuk is eligible for all standard employee benefits and certain holiday and leave allowances. The agreement
contains standard intellectual property assignment, non-competition, non-solicitation, non-association, non-disparagement, and confidentiality
provisions. Dr. Pachuk's employment is at-will, and may be terminated at any time, with or without cause, provided that in the
case of termination with cause based solely on a finding of breach of her agreement, Dr. Pachuk will be given written notice of such
breach and 15 days in which to cure it.

 Other
Management Compensation

 Bradley
Richmond

 Bradley
Richmond was appointed our Acting Vice President of Finance on July 19, 2021. Mr. Richmond resigned from this position upon the appointment
of Harrison Ross as Vice President of Finance on December 21, 2021. Previously, on September 30, 2020, we entered into a consulting agreement
with Mr. Richmond pursuant to which we engaged Mr. Richmond to act as a licensing and market advisor providing services to us relating
to the introduction of licensing, joint venture, and other business development transactions. Under this agreement, Mr. Richmond specifically
agreed that he would not solicit investments, make any recommendations regarding investments or provide any analysis or advice regarding
investments. Under the agreement, Mr. Richmond received a non-refundable retainer of $50,000 paid as follows: $25,000 in 20,000 shares
of common stock issued on December 29, 2020, with an estimated value of $1.25 per share; $12,500 on October 1, 2020; and $12,500 on November
1, 2020. Also pursuant to the agreement, we issued Mr. Richmond a warrant to purchase up to 36,364 shares of our common stock with an
exercise price of $1.375 per share and an expiration date of October 2, 2026. In addition, we agreed to pay Mr. Richmond a fee on any
"revenue or value" to the Company from his consulting activities outlined as follows, but to be memorialized under a separate
written agreement: A cash payment equal to 5% on the first $10 million of value, 3% on the next $90 million of value, and 1.5% on any
value above $90 million. Mr. Richmond was also entitled to receive 100% warrant coverage on the same scale. "Revenue or value"
are defined in the agreement to mean net revenue, which will include any royalty that is paid out, net of the cost of the product. The
consulting agreement terminated according to its terms on September 30, 2022.

 In
exchange for services that Mr. Richmond rendered to us under his consulting agreement, on each of January 26, 2022 and February 14, 2022,
we granted Mr. Richmond a warrant to purchase up to 150,000 shares of common stock at an exercise price of $0.01 per share, issuable
immediately. Mr. Richmond fully exercised both of the warrants in March 2022 for 300,000 shares. Pursuant to the October 2022 Letter
Agreement entered into with the Company, Mr. Richmond, a registered representative of Univest, agreed to forego his rights to such shares
of common stock, as the FINRA Staff determined that such shares constituted underwriting compensation in connection with this public
offering based on the FINRA Staff's interpretation of FINRA Rule 5110 (see "Item 7. Management's Discussion and
Analysis of Financial Condition and Results of Operations – Key Highlights of Fiscal Year 2022 – October 2022 Letter Agreement ").

 After
Mr. Richmond's resignation from the position as Acting Vice President of Finance upon the appointment of Harrison Ross as Vice
President of Finance on December 21, 2021, Mr. Richmond continued to serve as an employee of Marizyme until September 24, 2022. During
his employment with us, Mr. Richmond assisted in management of our compliance, personnel and human resources departments as well as our
management team, in filling the gap created by a continuing lack of human and financial resources to enable us to advance our operations.
Mr. Richmond significantly decreased such services by the end of 2021 and ceased providing such services as of September 24, 2022. Mr.
Richmond's services to us in this capacity were not related to his role as a registered representative of Univest and the services
Univest provides to us in connection with its position as the representative of the underwriters for the Company's proposed public
offering. From July 2021 to June 2022, we paid Mr. Richmond $5,000 per month as employment compensation for his services to us in this
capacity and from July 2022 to September 24, 2022, we paid Mr. Richmond $2,000 per month.

 On
March 3, 2022, we designated Mr. Richmond as a recipient of part of the unexercised portion of a fully-vested option to purchase 1,100,000
shares of common stock at $1.01 that we purchased from a former executive. The designated option is exercisable to purchase 273,750 shares
of common stock. The option was granted on March 17, 2022, and expires on March 16, 2024. The Company recorded the change in ownership
upon proof of Mr. Richmond's payment for such option and the Company did not pay or receive cash or other consideration in connection
with the purchase of such option. Pursuant to the October 2022 Letter Agreement entered into with the Company, Mr. Richmond agreed to
forego his rights to such option, effectively unwinding such transaction, and we and Mr. Richmond agreed to the transfer of such option
to a Company designee who is unaffiliated with Mr. Richmond, in accordance with the FINRA Staff's interpretation of Rule 5110 (see
" Management's Discussion and Analysis of Financial Condition and Results of Operations – Key Highlights of Fiscal
Year 2022 – October 2022 Letter Agreement ").

 Harrison
Ross

 On
December 21, 2021, the Company entered into a consulting agreement (the "VP-Finance Consulting Agreement"), with Harrison
Ross, its Vice President of Finance, and Rydra Capital Corp., a corporation incorporated pursuant to the laws of British Columbia, Canada
and, together with Mr. Ross, the "VP-Finance Consultant". Under the VP-Finance Consulting Agreement, the Company engaged
the VP-Finance Consultant for a 12-month term to provide such services as the Company may from time to time request, including, without
limiting the generality of the foregoing, the following: Budgeting, allocation of capital, and payroll processes; assistance in the preparation
of a Form S-1 and other Nasdaq listing preparations; assistance with corporate governance creations and procedures; the creation of valuation
reports for the Company's products and medical devices such as DuraGraft, MATLOC and Krillase; and assistance in the preparation
of investment material for current and prospective stockholders.

 Under
the VP-Finance Consulting Agreement, the Company will pay the VP-Finance Consultant a monthly base salary of $7,200 and reimburse all
reasonable business-related travel and other business expenses. The Company will also grant the following equity compensation: (i) cashless
warrants to purchase 100,000 shares of common stock of the Company, with an exercise price of $1.26 per share, expiring on December 21,
2026; (ii) options to purchase 200,000 shares of common stock of the Company, vesting monthly over two years, with an exercise price
of $1.75 per share, expiring on December 21, 2031; and (iii) 175,000 restricted shares of common stock of the Company, subject to the
following milestone vesting schedule: (a) 75,000 restricted shares will vest upon the Company successfully listing its common stock on
Nasdaq or the NYSE; 50,000 restricted shares will vest upon any Company financing after January 1, 2022 of debt or equity in which the
gross proceeds equal or exceed $5,000,000; (c) 25,000 restricted shares will vest upon the completion of valuation reports for both Somahlution
LLC and HLII; and (d) 25,000 restricted shares will vest upon a material commercial partnership for MATLOC. The VP-Finance Consultant
will not receive any other employee benefits from the Company. Rydra Capital Corp. is subject to a side agreement, under which the granting
of its restricted shares will occur upon vesting. Under a limited waiver and consent agreement, Rydra Capital Corp. waived its exercise
rights under its options until certain conditions were met or December 31, 2022, whichever occurs first. On December 27, 2022, such conditions
were met, and as a result, the limited waiver and consent agreement expired in accordance with its terms.

 The
VP-Finance Consulting Agreement automatically renews for additional six-month terms and may be terminated by either party upon 30 days'
notice. If the VP-Finance Consultant is terminated without cause prior to the end of the term, the Company must pay the VP-Finance Consultant
$21,600 in severance as well as any other due and unpaid compensation. The VP-Finance Consulting Agreement provides for customary confidentiality
and non-solicitation terms.

 On
March 3, 2022, we designated Mr. Ross as a recipient of part of the unexercised portion of a fully-vested option to purchase 73,333 shares
of common stock at $15.15 that we purchased from a former executive. The designated option is exercisable to purchase 18,249 shares of
common stock. The option was granted on March 17, 2022, and expires on March 16, 2024. In connection with this stock option designation,
Mr. Ross paid the former executive $25,000. The Company did not pay or receive cash or other consideration for the repurchase and designation
of the stock option.

 Retirement

 There
are no annuity, pension or retirement benefits proposed to be paid to officers, directors or employees in the event of retirement at
normal retirement date pursuant to any presently existing plan provided or contributed to by the Company or any of its subsidiaries,
if any.

 The
table below provides information concerning compensation for services as a director paid to all persons who served as members of our
board of directors during the fiscal year ended December 31, 2023, except for those persons who served as a director and are included
in our executive compensation table above:

 Name

 Fees Earned or Paid in Cash (1)

 Stock Awards

 Option Awards

 Non-Equity Incentive Plan Compensation Earnings

 Nonqualified Deferred Compensation Earnings

 All Other Compensation

 Total

 Dr. Vithalbhai Dhaduk

 $
 76,000

 $
 -

 $
 -

 $
 -

 $
 -

 $
 -

 $
 76,000

 Dr. William Hearl

 $
 66,000

 $
 -

 $
 -

 $
 -

 $
 -

 $
 -

 $
 66,000

 Julie Kampf

 $
 66,000

 $
 -

 $
 -

 $
 -

 $
 -

 $
 -

 $
 66,000

 Terry Brostowin

 $
 56,000

 $
 -

 $
 -

 $
 -

 $
 -

 $
 -

 $
 56,000

 Dr. Nilesh Patel

 $
 36,000

 $
 -

 $
 -

 $
 -

 $
 -

 $
 -

 $
 36,000

 Michael Stewart

 $
 56,000

 $
 -

 $
 -

 $
 -

 $
 -

 $
 -

 $
 56,000

 (1)
 On
 April 22, 2022, the board of directors adopted resolutions that provided for directors to
 receive $5,000 as a member of any board committee.

 (2)
 Each
 of Dr. Dhaduk, Dr. Hearl, Ms. Kampf, and Mr. Brostowin held a fully vested option to purchase
 125,000 shares of common stock and an option to purchase 40,000 shares of common stock subject
 to vesting conditions as of December 31, 2023.

Agreements

 Our
independent director agreements with our non-executive directors provide that they will receive annual cash fees and equity compensation
in the form of options at fair market value for their service to the board of directors.

 Under
their independent director agreements, dated June 7, 2022, each non-executive director will receive an annual cash fee and an annual
award of stock options. We will pay the annual cash compensation fee to each independent director in four equal installments no later
than the fifth business day of each calendar quarter commencing in the quarter ending September 30, 2022. We granted the stock options
to the non-executive directors on July 7, 2022. The annual cash fee paid to each non-executive director will be $28,000 as to Dr. Dhaduk;
$28,000 as to Mr. Brostowin; $33,000 as to Dr. Hearl; $33,000 as to Ms. Kampf; $18,000 as to Dr. Patel; and $28,000 as to Mr. Stewart.
On August 26, 2022, the board of directors adopted resolutions providing that the cash compensation to the independent directors began
to accrue as of April 1, 2022. Under the independent director agreements, the annual award of stock options granted to Dr. Dhaduk, Mr.
Brostowin, Dr. Hearl and Ms. Kampf may be exercised to purchase 40,000 shares of common stock. The exercise price of the initial grant
is $2.20 per share. These stock options vest and become exercisable in 12 equal monthly installments over the first year following the
date of grant, subject to the respective director continuing in service on our board of directors through each such vesting date. The
stock options awarded to Dr. Patel and Mr. Stewart may be exercised to purchase 120,000 shares of common stock. These stock options will
vest and become exercisable in twelve (12) equal quarterly installments over the first three years following the date of grant, subject
to the respective director continuing in service on our board of directors through each such vesting date. The exercise price of the
initial grant is $2.20 per share. The term of each stock option is ten (10) years from the date of grant. We will also reimburse each
non-executive director for pre-approved reasonable business-related expenses incurred in good faith in connection with the performance
of the director's duties for us. As also required under the independent director agreements, we have separately entered into our
standard indemnification agreement for executive officers and directors with each of our non-executive directors.

to a previous director agreement, Terry Brostowin, one of our independent directors, received options to purchase 140,000 shares of the
Company's common stock on December 6, 2018, at an exercise price equal to $1.01 per share, and options to purchase 250,000 shares
of the Company's common stock, at an exercise price equal to $1.01 per share, for service on the board. All of these options are
fully vested.

 Retirement

 There
are no annuity, pension or retirement benefits proposed to be paid to officers, directors or employees in the event of retirement at
normal retirement date pursuant to any presently existing plan provided or contributed to by the Company or any of its subsidiaries,
if any.

 Long-Term
Incentive Plans

 There
are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers. We do not
have any material bonus or profit-sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or
executive officers.

 ITEM
12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

 The
following table sets forth certain information with respect to the beneficial ownership of our common stock as of May 13, 2024 (i)
each of our named executive officers, other executive officers, and directors; (ii) all of our executive officers and directors as a
group; and (iii) each other person known by us to be the beneficial owner of more than 5% of our outstanding common stock.

 Beneficial
ownership is determined in accordance with SEC rules and generally includes voting or investment power with respect to securities. For
purposes of this table, a person or group of persons is deemed to have "beneficial ownership" of any shares of common stock
that such person or any member of such group has the right to acquire within sixty (60) days of May 13, 2024, except as otherwise disclosed
in the footnotes to the table. For purposes of computing the percentage of outstanding shares of our common stock held by each person
or group of persons named above, any shares that such person or persons has the right to acquire within sixty (60) days of May 13, 2024 are deemed to be outstanding for such person, but not deemed to be outstanding for the purpose of computing the percentage ownership
of any other person. The inclusion herein of any shares listed as beneficially owned does not constitute an admission of beneficial ownership
by any person. Unless otherwise indicated, the address of each beneficial owner listed in the table below is c/o our company, Marizyme,
Inc., 555 Heritage Drive, Suite 205, Jupiter, Florida 33458.

 Amount and Nature of Shares of Common Stock Beneficially Owned

 Percentage of Shares
 Beneficially Owned

 Name of Beneficial Owner

 # (1)

 % (2)

 David Barthel (3)

 310,000
 (5)

 0.2
 %

 Dr. Catherine Pachuk (3)

 349,323
 (6)

 0.3
 %

 Terry Brostowin (4)

 555,000
 (7)

 0.4
 %

 Dr. William Hearl (4)

 165,000
 (8)

 *

 Dr. Vithalbhai Dhaduk (4)

 4,775,548
 (9)

 3.6
 %

 Julie Kampf (4)

 165,000
 (10)

 *

 Dr. Nilesh Patel (4)

 70,000
 (11)

 *

 Michael Stewart (4)

 70,000
 (11)

 *

 George Kovalyov (15)

 810,136
 (12)

 0.6
 %

 Harrison Ross (15)

 694,094
 (13)

 0.5
 %

 All directors and executive officers as a group (10 persons)

 7,964,101

 5.9
 %

 About Investment Ltd

 13,363,034
 (14)

 9.9
 %

 Viner Total Investments

 13,363,034
 (14)

 9.9
 %

 Waichun Logistics Technology Ltd.

 13,363,034
 (14)

 9.9
 %

 Chaince Capital Fund LP

 13,363,034
 (14)

 9.9
 %

 *
Non-officer director beneficially owning less than 1% of the shares of the Company's common stock.

 (1)
Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect
to securities. Except as disclosed in the following footnotes, each of the beneficial owners listed above has direct ownership of and
sole voting and investment power to the shares of the Company's common stock.

 (2)
As of May 13, 2024, a total of 131,793,088 shares of the Company's common stock are considered to be outstanding. This number
does not include shares of common stock issuable upon conversion or exercise of outstanding convertible or exercisable securities. Pursuant
to Exchange Act Rule 13d-3(d)(1), for each beneficial owner listed above, any options, warrants, or other convertible securities that
are exercisable within 60 days have also been included for purposes of calculating their percent of class, but not for any other beneficial
owner listed above.

 (3)
Named executive officer.

 (4)
Director.

 (5)
Consists of an option to purchase 310,000 shares of common stock within 60 days of May 13, 2024.

 (6)
Consists of (i) 268,710 shares of common stock, and (ii) a warrant to purchase 80,613 shares of common stock.

 (7)
Consists of an option to purchase 555,000 shares of common stock within 60 days of May 13, 2024.

 (8)
Consists of an option to purchase 165,000 shares of common stock within 60 days of May 13, 2024.

 (9)
Consists of (i) 4,610,548 shares of common stock held indirectly through Dr. Dhaduk's wife, and (ii) a fully-vested option to purchase
165,000 shares of common stock.

 (10)
Consists of an option to purchase 165,000 shares of common stock within 60 days of May 13, 2024.

 (11)
Consists of an option to purchase 70,000 shares of common stock within 60 days of May 13, 2024.

 (12)
 George Kovalyov may be deemed to beneficially own (i) 111,509 shares of common stock held directly;
(ii) a fully-vested option to purchase 273,750 shares of common stock held directly; (iii) 124,877 shares of common stock held by AAT
Services Inc., of which George Kovalyov is the sole beneficial owner; and (iv) 241,667 shares of common stock beneficially owned through
AAT Services Inc., consisting of (a) a cashless warrant to purchase 100,000 shares of common stock; and (b) an option to purchase 200,000
shares of common stock that is exercisable within 60 days of May 13, 2024. AAT Services Inc. was also granted 175,000 restricted shares
of common stock, subject to the following milestone vesting schedule: (A) 75,000 restricted shares vesting upon the Company successfully
listing its common stock on Nasdaq or the NYSE; (B) 50,000 restricted shares vesting upon any Company financing after January 1, 2022
of debt or equity in which the gross proceeds equal or exceed $5,000,000; (C) 25,000 restricted shares vesting upon the completion of
valuation reports for both Somahlution LLC and HLII; and (D) 25,000 restricted shares vesting upon a material commercial partnership
for MATLOC 1. AAT Services Inc. is subject to a side agreement, under which the granting of its restricted shares will occur upon vesting,
and therefore such restricted shares are not considered to be beneficially owned on May 13, 2024.

 (13)
 Harrison Ross may be deemed to beneficially own (i) 141,948 shares of common stock held directly;
(ii) a fully-vested option to purchase 273,750 shares of common stock held directly; (iii) 11,730 shares of common stock held by Rydra
Capital Corp., of which Harrison Ross is the sole beneficial owner; and (iv) 241,667 shares of common stock beneficially owned through
Rydra Capital Corp., consisting of (a) a cashless warrant to purchase 100,000 shares of common stock; and (b) an option to purchase 166,666
shares of common stock that is exercisable within 60 days of May 13, 2024. Rydra Capital Corp. was also granted 175,000 restricted
shares of common stock, subject to the following milestone vesting schedule: (A) 75,000 restricted shares vesting upon the Company successfully
listing its common stock on Nasdaq or the NYSE; (B) 50,000 restricted shares vesting upon any Company financing after January 1, 2022
of debt or equity in which the gross proceeds equal or exceed $5,000,000; (C) 25,000 restricted shares vesting upon the completion of
valuation reports for both Somahlution LLC and HLII; and (D) 25,000 restricted shares vesting upon a material commercial partnership
for MATLOC 1. Rydra Capital Corp. is subject to a side agreement, under which the granting of its restricted shares will occur upon vesting,
and therefore such restricted shares are not considered to be beneficially owned on May 13, 2024.

 (14)
Consists of (i) 10,200,000 shares of common stock, and (ii) a warrant to purchase 3,163,034 shares of common stock.

 (15)
 Executive officer.

 Changes
in Control

 We
do not currently have any arrangements which if consummated may result in a change of control of our company.

Authorized for Issuance under Equity Compensation Plans

 The
following table summarizes information about our equity compensation plans as of December 31, 2023.

 Plan Category

 Number of Shares of Common Stock to be Issued upon Exercise of Outstanding Options (a)

 Weighted-Average Exercise Price of Outstanding Options (b)

 Number of Options Remaining Available for Future Issuance Under Equity Compensation Plans (excluding securities reflected in column (a)) (c)

 Equity compensation plans approved by stockholders (1)

 (2)

 $
 1.33

 2,924,057
 (3)

 Equity compensation plans not approved by stockholders

 -

 -

 -

 Total

 $
 1.33

 2,924,057

 (1)
 On
 May 18, 2021, our board of directors approved the SIP, which was ratified by the Company's
 stockholders on September 20, 2021. On August
 30, 2022 and October 21, 2022, the board approved an amendment to the SIP to increase the
 number of shares of common stock reserved for issuance under the SIP, which was ratified
 by the Company's stockholders on December 27, 2022. The maximum number of shares of
 common stock that may be issued pursuant to awards granted under the SIP is 7,200,000 shares.
 Cancelled and forfeited stock options and stock awards may again become available for grant
 under the SIP. For a further description of the SIP, see "Item 11. Executive Compensation
 – Amended and Restated 2021 Stock Incentive Plan ".

 (2)
 Includes
 both vested and unvested options to purchase common stock and unvested stock grants under
 the SIP.

 (3)
 Represents
 shares available for award grant purposes under the SIP.

 ITEM
13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Independence

 Our
board of directors currently consists of seven members: David Barthel, Dr. Vithalbhai Dhaduk, Dr. William Hearl, Julie Kampf, Terry Brostowin,
Dr. Nilesh Patel, and Michael Stewart. Our board of directors has determined that Dr. Dhaduk, Dr. Hearl, Ms. Kampf, Mr. Brostowin, Dr.
Patel, and Mr. Stewart are independent directors as that term is defined in Nasdaq Listing Rule 5605(a)(2).

 Our
independent director agreements with our non-executive directors provide that they will receive annual cash fees and equity compensation
in the form of options at fair market value for their service to the board of directors.

 Under
their independent director agreements, each non-executive director will receive an annual cash fee and an annual award of stock options.
We will pay the annual cash compensation fee to each independent director in four equal installments no later than the fifth business
day of each calendar quarter commencing in the quarter ending September 30, 2022. We granted the stock options to the non-executive directors
on July 7, 2022. The annual cash fee paid to each non-executive director will be $28,000 as to Dr. Dhaduk; $28,000 as to Mr. Brostowin;
$33,000 as to Dr. Hearl; $33,000 as to Ms. Kampf; $18,000 as to Dr. Patel; and $28,000 as to Mr. Stewart. On August 26, 2022, the Board
adopted resolutions providing that the cash compensation to the independent directors began to accrue as of April 1, 2022. Under the
independent director agreements, the annual award of stock options granted to Dr. Dhaduk, Mr. Brostowin, Dr. Hearl and Ms. Kampf may
be exercised to purchase 40,000 shares of common stock. The exercise price of the initial grant is $2.20 per share. These stock options
vest and become exercisable in 12 equal monthly installments over the first year following the date of grant, subject to the respective
director continuing in service on our board of directors through each such vesting date. The stock options awarded to Dr. Patel and Mr.
Stewart may be exercised to purchase 120,000 shares of common stock. These stock options will vest and become exercisable in twelve (12)
equal quarterly installments over the first three years following the date of grant, subject to the respective director continuing in
service on our board of directors through each such vesting date. The exercise price of the initial grant is $2.20 per share. The term
of each stock option is ten (10) years from the date of grant. We will also reimburse each non-executive director for pre-approved reasonable
business-related expenses incurred in good faith in connection with the performance of the director's duties for us. As also required
under the independent director agreements, we have separately entered into our standard indemnification agreement for executive officers
and directors with each of our non-executive directors.

to a previous director agreement, Terry Brostowin, one of our independent directors, received options to purchase 140,000 shares of the
Company's common stock on December 6, 2018, at an exercise price equal to $1.01 per share, and options to purchase 250,000 shares
of the Company's common stock, at an exercise price equal to $1.01 per share, for service on the board. All of these options are
fully vested.

 Committees
of the Board of Directors

 Our
board of directors has the authority to appoint committees to perform certain management and administration functions. On January 26,
2022, the board restructured its committees and established or reestablished an Audit Committee, a Compensation Committee, and a Nominating
and Corporate Governance Committee, and also formed a Pricing Committee for this offering. The board also adopted a committee charter
for the Audit Committee, the Compensation Committee, and the Nominating and Corporate Governance Committee. The committee charters are
available on our website at

 In
addition, our board of directors may, from time to time, designate one or more additional committees, which shall have the duties and
powers granted to it by our board of directors.

 Audit
Committee

 Michael
Stewart, Terry Brostowin, and Dr. William Hearl, each of whom satisfies the "independence" requirements of Rule 10A-3 under
the Exchange Act and Nasdaq's rules, were selected to serve on our Audit Committee, with Mr. Stewart
 serving as the chairman. Mr. Stewart has been determined by our board to be qualified as an "audit committee financial expert"
as defined under Item 407(d)(5)(ii) and (iii) of Regulation S-K.

Committee

 Ms.
Kampf, Mr. Brostowin, and Dr. Hearl, each of whom satisfies the "independence" requirements of Rule 10C-1 under the Exchange
Act and the Nasdaq Listing Rules, serve on our Compensation Committee, with Ms. Kampf serving
as the chairman. The members of the Compensation Committee are also "Non-Employee Directors" within the meaning of Section
16 of the Exchange Act.

 Nominating
and Corporate Governance Committee

 Dr.
Dhaduk, Dr. Hearl and Ms. Kampf, each of whom satisfies
the "independent director" requirements of the Nasdaq Listing Rules, serve on our Nominating and Corporate Governance Committee,
with Dr. Dhaduk serving as the chairman.

 ITEM
14. PRINCIPAL ACCOUNTING FEES AND SERVICES

 Principal
Accountant Fees

 The
aggregate fees billed to the Company by the Company's principal accountant, WithumSmith+Brown, PC, for the indicated services for
each of the last two fiscal years were as follows:

 Years Ended

 December 31,

 2023

 2022

 Audit Fees

 $
 140,000

 $
 124,000

 Audit-Related Fees

 —

 —

 Tax Fees

 —

 —

 All Other Fees

 —

 —

 Total

 $
 140,000

 $
 124,000

 As
used in the table above, the following terms have the meanings set forth below.

 Audit
Fees

 Audit
fees consist of fees for professional services performed by the Company's principal accountant for the audit of the financial statements
included in our Annual Report on Form 10-K and review of the financial statements included in our quarterly Form 10-Q filings, reviews
of registration statements and issuances of consents, and services that are normally provided in connection with statutory and regulatory
filings or engagements.

 Audit-Related
Fees

 Audit-related
fees consist of fees for assurance and related services performed by the Company's principal accountant that are reasonably related
to the performance of the audit or review of our financial statements and are not reported under the paragraph captioned "Audit-Fees"
above. We did not engage our principal accountant to provide assurance or related services during the last two fiscal years.

 Tax
Fees

 Tax
fees consist of fees for professional services performed by the Company's principal accountant with respect to tax compliance,
tax advice, tax consulting and tax planning. We did not engage our principal accountant to provide tax compliance, tax advice or tax
planning services during the last two fiscal years.

 All
Other Fees

 All
other fees consist of fees for products and services provided by the Company's principal accountant, other than for the services
reported under the headings " —Audit Fees," " —Audit-Related Fees " and " —Tax
Fees " above. We did not engage our principal accountant to render services to us during the last two fiscal years, other than
as reported above.

 Pre-Approval
Policies and Procedures

 All
auditing services and permissible non-audit services (including the fees and terms thereof) to be performed for the Company by our independent
auditor must be approved by the Audit Committee in advance, except non-audit services (services other than audit, review or attest services),
if such services fall within exceptions established by the SEC. The Chairman of the Audit Committee has been designated and authorized
the authority to pre-approve auditing services and permissible non-audit services, but any such delegate or delegates must present their
pre-approval decisions to the Audit Committee at its next meeting.

 None
of the services described under " —Audit-Related Fees ", " —Tax Fees " or " —All
Other Fees " above for either of the last two fiscal years were approved by the Audit Committee pursuant to paragraph (c)(7)(i)(C)
of Rule 2-01 of Regulation S-X.

 The
percentage of hours expended on the Company's principal accountant's engagement to audit the Company's financial statements
for the most recent fiscal year that were attributed to work performed by persons other than the principal accountant's full-time,
permanent employees was not greater than 50%.

 PART
IV

 ITEM
15. EXHIBIT AND FINANCIAL STATEMENT SCHEDULES

 Financial
Statements and Schedules

 The
consolidated financial statements are set forth under "Item 8. Financial Statements and Supplementary Data " of this
Annual Report on Form 10-K. Financial statement schedules have been omitted since they are either not required, not applicable, or the
information is otherwise included.

 Exhibit
List

 (a)
List of Documents Filed as a Part of This Report:

 (1)
Index to Consolidated Financial Statements:

 Report
 of Independent Registered Public Accounting Firm (PCAOB ID No. 100)

 Balance Sheets as of December 31, 2023 and 2022

 Statements of Operations for the years ended December 31, 2023 and 2022

 Statements of Changes in Stockholders' Equity for the years ended December 31, 2023 and 2022

 Statements of Cash Flows for the years ended December 31, 2023 and 2022

 Notes
 to Consolidated Financial Statements

 (2)
Index to Financial Statement Schedules:

 All
schedules have been omitted because the required information is included in the consolidated financial statements or the notes thereto,
or because it is not required.

 (3)
Index to Exhibits

 See
exhibits listed under Part (b) below.

 The
following exhibits are filed as part of this report or incorporated by reference:

 Exhibit

 Number

 Description

 2.1

 Agreement and Plan of Merger between GBS Enterprises Incorporated and Marizyme, Inc. (incorporated by reference to Exhibit 2.1 to Form 10 (File No. 000-53223) filed on September 12, 2018)

 2.2

 Arrangement Agreement, dated as of November 1, 2021, among Health Logic Interactive Inc., Marizyme, Inc. and My Health Logic Inc.* (incorporated by reference to Exhibit 2.1 to Form 8-K filed on November 5, 2021)

 3.1

 Articles of Incorporation (incorporated by reference to Exhibit 3.1 to Form SB-2 (File No: 333-146748) filed January 14, 2008)

 3.2

 Certificate of Amendment to Articles of Incorporation, effective September 6, 2010 (incorporated by reference to Exhibit 3.1.1(2) to Form 10-K filed on July 16, 2012)

 3.3

 Certificate of Amendment to Articles of Incorporation, effective November 22, 2010 (incorporated by reference to Exhibit 3.1.2 to Form 10-K/A filed on July 15, 2011)

 3.4

 Certificate of Amendment to the Articles of Incorporation regarding 1-for-29 Reverse Stock Split filed March 20, 2018 (incorporated by reference to Exhibit 3.1.4 to Form 10 (File No. 000-53223) filed on September 12, 2018)

 3.5

 Series A Non-Convertible Preferred Certificate of Designation filed May 11, 2018 (incorporated by reference to Exhibit 3.1.6 to Form 10-12G filed on September 12, 2018)

 3.6

 Certificate of Withdrawal of Certificate of Designation, effective January 25, 2022 (incorporated by reference to Exhibit 3.5 to Form S-1 filed on February 14, 2022)

 3.7

 Articles of Merger between Marizyme, Inc. and GBS Enterprises Incorporated filed May 19, 2018 (incorporated by reference to Exhibit 3.1.5 to Form 10 (File No. 000-53223) filed on September 12, 2018)

 3.8

 Bylaws (incorporated by reference to Exhibit 3.2 to Form SB-2/A (File No: 333-146748) filed January 14, 2008)

 3.9

 Certificate of Change Pursuant to NRS 78.209 filed with the Secretary of State of the State of Nevada on August 3, 2022 (incorporated by reference to Exhibit 3.1 to Form 8-K filed on August 3, 2022)

 3.10

 Certificate of Amendment Pursuant to NRS 78.380 & 78.390 to the Articles of Incorporation filed with the Nevada Secretary of State on December 30, 2022 (incorporated by reference to Exhibit 3.1 to Form 8-K filed on January 5, 2023)

 3.11

 Certificate of Change Pursuant to NRS 78.209, as filed by Marizyme, Inc. with the Secretary of State of the State of Nevada on January 5, 2023 (incorporated by reference to Exhibit 3.3 to Form 8-K filed on January 17, 2023)

 3.12

 Certificate of Change Pursuant to NRS 78.209, as filed by Marizyme, Inc. with the Secretary of State of the State of Nevada on January 13, 2023, effective on January 17, 2023 at 4:45 PM Pacific time (incorporated by reference to Exhibit 3.4 to Form 8-K filed on January 17, 2023)

 3.13

 Certificate of Change Pursuant to NRS 78.209, as filed by Marizyme, Inc. with the Secretary of State of the State of Nevada on January 13, 2023, effective on January 17, 2023 at 5:00 PM Pacific time (incorporated by reference to Exhibit 3.5 to Form 8-K filed on January 17, 2023)

 3.14

 Certificate of Change Pursuant to NRS 78.209, as filed by Marizyme, Inc. with the Secretary of State of the State of Nevada on January 13, 2023, effective on January 17, 2023 at 5:15 PM Pacific time (incorporated by reference to Exhibit 3.6 to Form 8-K filed on January 17, 2023)

 4.1

 Form of Placement Agent Common Stock Purchase Warrant for 2020 Common Stock and Warrant Private Placement (incorporated by reference to Exhibit 4.1 to Form 10-Q filed on August 14, 2020)

 4.2

 Form of Placement Agent Warrant (incorporated by reference to Exhibit 10.75 to Form 10-Q filed on August 23, 2021)

 4.3

 Form of 10% Secured Convertible Promissory Note issued by Marizyme, Inc., dated December 2021 (incorporated by reference to Exhibit 10.3 to Form 8-K filed on December 27, 2021)

 4.4

 Form of Class C Common Stock Purchase Warrant issued by Marizyme, Inc., dated December 2021 (incorporated by reference to Exhibit 10.4 to Form 8-K filed on December 27, 2021)

 4.5+

 Common Stock Purchase Warrant issued to Bradley Richmond, dated October 2, 2020 (incorporated by reference to Exhibit 4.11 to Form S-1 filed on February 14, 2022)

 4.6+

 Common Stock Purchase Warrant issued to AAT Services Inc., dated December 21, 2021 (incorporated by reference to Exhibit 4.9 to Form S-1/A filed on November 2, 2022)

 4.7+

 Common Stock Purchase Warrant issued to Rydra Capital Corp., dated December 21, 2021 (incorporated by reference to Exhibit 4.10 to Form S-1/A filed on November 2, 2022)

 4.8+

 Common Stock Purchase Warrant issued to Bradley Richmond, dated January 26, 2022 (incorporated by reference to Exhibit 4.3 to Form 10-Q filed on May 16, 2022)

 4.9+

 Common Stock Purchase Warrant issued to Bradley Richmond, dated February 14, 2022 (incorporated by reference to Exhibit 4.4 to Form 10-Q filed on May 16, 2022)

 4.10

 Form of 10% Secured Convertible Promissory Note issued by Marizyme, Inc., dated March 24, 2022 (incorporated by reference to Exhibit 4.5 to Form 10-Q filed on May 16, 2022)

 4.11

 Form of Class C Common Stock Purchase Warrant issued by Marizyme, Inc., dated March 24, 2022 (incorporated by reference to Exhibit 4.6 to Form 10-Q filed on May 16, 2022)

 4.12

 Form of 10% Secured Convertible Promissory Note issued by Marizyme, Inc., dated May 11, 2022 (incorporated by reference to Exhibit 4.7 to Form 10-Q filed on May 16, 2022)

 4.13

 Form of Class C Common Stock Purchase Warrant issued by Marizyme, Inc., dated May 11, 2022 (incorporated by reference to Exhibit 4.8 to Form 10-Q filed on May 16, 2022)

 4.14

 Form of 10% Secured Convertible Promissory Note issued by Marizyme, Inc., dated August 12, 2022 (incorporated by reference to Exhibit 4.1 to Form 8-K filed on August 18, 2022)

 4.15

 Form of Class C Common Stock Purchase Warrant issued by Marizyme, Inc., dated August 12, 2022 (incorporated by reference to Exhibit 4.2 to Form 8-K filed on August 18, 2022)

 4.16

 Promissory Note issued by Marizyme, Inc. to Hexin Global Ltd., dated December 28, 2022 (incorporated by reference to Exhibit 4.16 to Form S-1/A filed on February 1, 2023)

 4.17

 Form of Unit Warrant (incorporated by reference to Exhibit 4.18 to Form S-1/A filed on February 1, 2023)

 4.18

 Form of Warrant Agent Agreement (incorporated by reference to Exhibit 4.19 to Form S-1/A filed on February 1, 2023)

 4.19

 Unsecured Subordinated Convertible Promissory Note issued by Marizyme, Inc., dated February 6, 2023 (incorporated by reference to Exhibit 4.1 to Form 8-K filed on February 7, 2023)

 4.20

 Class D Common Stock Purchase Warrant issued by Marizyme, Inc. (incorporated by reference to Exhibit 4.2 to Form 8-K filed on February 7, 2023)

 4.21

 Description of Securities of Marizyme, Inc.

 10.1

 Asset Purchase Agreement, dated September 12, 2018 between ACB Holding AB, Reg. No. 559119-5762 and Marizyme, Inc. (incorporated by reference to Exhibit 10.1 to Form 10 (File No. 000-53223) filed on September 12, 2018)

 10.2

 Assignment Agreement of Patent Applications (Antarctic krill), dated September 12, 2018, between ACB Holding AB, Reg. No. 559119-5762 and Marizyme, Inc. (incorporated by reference to Exhibit 10.2 to Form 10 (File No. 000-53223) filed on September 12, 2018)

 10.3

 Assignment Agreement of Patent Applications (Enzymatic), dated September 12, 2018, between ACB Holding AB, Reg. No. 559119-5762 and Marizyme, Inc. (incorporated by reference to Exhibit 10.3 to Form 10 (File No. 000-53223) filed on September 12, 2018)

 10.4

 Assignment Agreement of Patent Applications (Thrombosis), dated September 12, 2018, between ACB Holding AB, Reg. No. 559119-5762 and Marizyme, Inc. (incorporated by reference to Exhibit 10.4 to Form 10 (File No. 000-53223) filed on September 12, 2018)

 10.5

 Patent Purchase and Assignment Agreement, dated September 12, 2018, between ACB Holding AB, Reg. No. 559119-5762 and Marizyme, Inc. (incorporated by reference to Exhibit 10.5 to Form 10 (File No. 000-53223) filed on September 12, 2018)

 10.6+

 Director Agreement with Terry Brostowin dated December 6, 2018 (incorporated by reference to Exhibit 10.7 to Form 10-K filed on March 5, 2019)

 10.7

 Asset Purchase Agreement by and among the Registrant and Somahlution, LLC et al, dated December 15, 2019 (incorporated by reference to Exhibit 10.1 to Form 8-K filed on December 19, 2019)

 10.8

 Amendment No. 1 dated March 31, 2020, to Asset Purchase Agreement by and among the Registrant and Somahlution, LLC et al, dated December 15, 2019 (incorporated by reference to Exhibit 10.1 to Form 8-K filed on June 5, 2020)

 10.9

 Amendment No. 2 dated May 29, 2020, to Asset Purchase Agreement by and among the Registrant and Somahlution, LLC et al, dated December 15, 2019 (incorporated by reference to Exhibit 10.2 to Form 8-K filed on June 5, 2020)

 10.10

 Amendment No. 3 dated July 30, 2020, to Asset Purchase Agreement by and among the Registrant and Somahlution, LLC et al, dated December 15, 2019 (incorporated by reference to Exhibit 10.1 to Form 8-K filed on August 5, 2020)

 10.11

 Form of Subscription Agreement for 2020 Private Placement (incorporated by reference to Exhibit 10.1 to Form 10-Q filed on August 14, 2020)

 10.12

 Form of Registration Rights Agreement for 2020 Private Placement (incorporated by reference to Exhibit 10.2 to Form 10-Q filed on August 14, 2020)

 10.13+

 Mutual Release of Claims Agreement by and between Marizyme, Inc. and Nicholas DeVito dated August 27, 2020 (incorporated by reference to Exhibit 10.13 to Form S-1 filed on February 14, 2022)

 10.14+

 Executive Employment Agreement, dated October 31, 2021, between Marizyme, Inc. and David Barthel (incorporated by reference to Exhibit 10.1 to current report on Form 8-K filed on November 15, 2021)

 10.15+

 Indemnification Agreement dated November 1, 2020 with Terry Brostowin (incorporated by reference to Exhibit 10.5 to Form 10-Q filed on November 16, 2020)

 10.16+

 Marizyme, Inc. Amended and Restated 2021 Stock Incentive Plan (incorporated by reference to Exhibit 10.16 to Form S-1/A filed on November 2, 2022)

 10.17+

 Form of Stock Option Agreement for Marizyme, Inc. Amended and Restated 2021 Stock Incentive Plan (incorporated by reference to Exhibit 10.17 to Form S-1/A filed on November 2, 2022)

 10.18+

 Form of Restricted Stock Award Agreement for Marizyme, Inc. Amended and Restated 2021 Stock Incentive Plan (incorporated by reference to Exhibit 10.18 to Form S-1/A filed on November 2, 2022)

 10.19+

 Form of Restricted Stock Unit Award Agreement for Marizyme, Inc. Amended and Restated 2021 Stock Incentive Plan (incorporated by reference to Exhibit 10.19 to Form S-1/A filed on November 2, 2022)

 10.20+

 Offer Letter between Marizyme, Inc. and Dr. Steven Brooks dated December 1, 2020 (incorporated by reference to Exhibit 10.9 to Form 10-K filed on April 15, 2021)

 10.21

 Form of Placement Agency Agreement (incorporated by reference to Exhibit 10.74 to Form 10-Q filed on August 23, 2021)

 10.22

 Form of Unit Purchase Agreement between Marizyme, Inc. and the investors signatory thereto (incorporated by reference to Exhibit 10.1 to Form 8-K filed on December 27, 2021)

 10.23

 Form of Registration Rights Agreement between Marizyme, Inc. and the investors signatory thereto (incorporated by reference to Exhibit 10.2 to Form 8-K filed on December 27, 2021)

 10.24

 Form of Exchange Agreement between Marizyme, Inc. and the person executing the signature page thereto (incorporated by reference to Exhibit 10.5 to Form 8-K filed on December 27, 2021)

 10.25

 Placement Agency Agreement between Marizyme, Inc. and Univest Securities, LLC, dated December 10, 2021 (incorporated by reference to Exhibit 10.6 to Form 8-K filed on December 27, 2021)

 10.26

 Form of Guarantors Security Agreement, dated as of May 20, 2021, between Marizyme Sciences, Inc., Somaceutica, Inc., and Somahlution, Inc., and the secured parties signatory thereto (incorporated by reference to Exhibit 10.26 to Form S-1 filed on February 14, 2022)

 10.27

 Form of Guaranty, dated as of May 19, 2021, of Marizyme Sciences, Inc., Somaceutica, Inc., and Somahlution, Inc. (incorporated by reference to Exhibit 10.27 to Form S-1 filed on February 14, 2022)

 10.28

 Form of Security Agreement, dated as of May 25, 2021, between Marizyme, Inc. and the secured parties signatory thereto (incorporated by reference to Exhibit 10.28 to Form S-1 filed on February 14, 2022)

 10.29

 Form of Trademark Security Agreement, dated as of May 19, 2021, between Marizyme, Inc. and the secured parties signatory thereto (incorporated by reference to Exhibit 10.29 to Form S-1 filed on February 14, 2022)

 10.30

 Form of Patent Security Agreement, dated as of May 19, 2021, between Marizyme, Inc. and the secured parties signatory thereto (incorporated by reference to Exhibit 10.30 to Form S-1 filed on February 14, 2022)

 10.31+

 Consulting Agreement, dated December 21, 2021, by and among Marizyme, Inc., AAT Services Inc., and George Kovalyov (incorporated by reference to Exhibit 10.8 to Form 8-K filed on December 27, 2021)

 10.32+

 Consulting Agreement, dated September 30, 2020, by and between Marizyme, Inc. and Bradley Richmond (incorporated by reference to Exhibit 10.32 to Form S-1 filed on February 14, 2022)

 10.33+

 Consulting Agreement, dated December 21, 2021, by and among Marizyme, Inc., Rydra Capital Corp., and Harrison Ross (incorporated by reference to Exhibit 10.33 to Form S-1 filed on February 14, 2022)

 10.34+

 Letter Agreement, dated March 5, 2021, between Marizyme, Inc. and Bruce Harmon (incorporated by reference to Exhibit 10.34 to Form S-1 filed on February 14, 2022)

 10.35

 Lease, dated December 11, 2020, between JIC Equities, LLC and Marizyme, Inc. (incorporated by reference to Exhibit 10.35 to Form S-1 filed on February 14, 2022)

 10.36+

 Executive Employment Agreement, dated July 26, 2021, between Marizyme, Inc. and Catherine Pachuk (incorporated by reference to Exhibit 10.36 to Form S-1 filed on February 14, 2022)

 10.37+

 Amendment to Executive Employment Agreement, dated as of February 8, 2022, between Marizyme, Inc. and David Barthel (incorporated by reference to Exhibit 10.2 to Form 8-K filed on February 9, 2022)

 10.38+

 Marizyme Employment Terms and Conditions Agreement, dated January 18, 2021, between Marizyme, Inc. and Amy Chandler (incorporated by reference to Exhibit 10.38 to Form S-1 filed on February 14, 2022)

 10.39+

 Stock Option Agreement, dated January 29, 2021, between Marizyme, Inc. and Amy Chandler (incorporated by reference to Exhibit 10.39 to Form S-1 filed on February 14, 2022)

 10.40+

 Marizyme Employment Terms and Conditions Agreement, dated February 25, 2021, between Marizyme, Inc. and Roger Schaller (incorporated by reference to Exhibit 10.40 to Form S-1 filed on February 14, 2022)

 10.41+

 Employment Offer Letter, dated January 16, 2021, between Marizyme, Inc. and Roger Schaller (incorporated by reference to Exhibit 10.41 to Form S-1 filed on February 14, 2022)

 10.42+

 Confidential Separation Agreement and General Release, dated September 14, 2021, between Marizyme, Inc. and Roger Schaller (incorporated by reference to Exhibit 10.43 to Form S-1 filed on February 14, 2022)

 10.43

 Agreement to Transfer Option and Amendatory Agreement, among Marizyme, Inc., James Sapirstein and Bevilacqua PLLC as escrow agent, dated March 3, 2022 (incorporated by reference to Exhibit 10.43 to Form S-1/A filed on November 2, 2022)

 10.44+

 Stock Option Agreement with James Sapirstein dated June 12, 2019 (incorporated by reference to Exhibit 4.1 to Form S-1 filed on February 14, 2022)

 10.45+

 Stock Option Agreement with Terry Brostowin dated December 6, 2018 (incorporated by reference to Exhibit 4.2 to Form S-1 filed on February 14, 2022)

 10.46

 Stock Option Agreement with Frank Maresca dated July 13, 2019 (incorporated by reference to Exhibit 4.3 to Form S-1 filed on February 14, 2022)

 10.47

 Stock Option Agreement with Frank Maresca dated January 9, 2020 (incorporated by reference to Exhibit 4.4 to Form S-1 filed on February 14, 2022)

 10.48+

 Stock Option Agreement with James Sapirstein dated July 13, 2019 (incorporated by reference to Exhibit 4.5 to Form S-1 filed on February 14, 2022)

 10.49+

 Stock Option Agreement with Terry Brostowin dated July 13, 2019 (incorporated by reference to Exhibit 4.6 to Form S-1 filed on February 14, 2022)

 10.50+

 Stock Option Agreement with Nicholas DeVito dated July 13, 2019 (incorporated by reference to Exhibit 4.2 to Form 10-Q filed on November 13, 2019)

 10.51+

 Form of Incentive Stock Option Agreement (incorporated by reference to Exhibit 4.2 to Form 10-Q filed on November 13, 2019)

 10.52+

 Form of Indemnification Agreement between Marizyme, Inc. and each current officer or director (incorporated by reference to Exhibit 10.52 to Form S-1/A filed on November 2, 2022)

 10.53+

 Form of Independent Director Agreement between Marizyme, Inc. and each current non-executive director (incorporated by reference to Exhibit 10.53 to Form S-1/A filed on November 2, 2022)

 10.54+

 Stock Option Agreement, dated January 16, 2021, between Marizyme, Inc. and Roger Schaller (incorporated by reference to Exhibit 10.42 to Form S-1 filed on February 14, 2022)

 10.55

 Waiver, dated July 22, 2022, between Marizyme, Inc. and Viner Total Investments Fund (incorporated by reference to Exhibit 10.55 to Form S-1/A filed on November 2, 2022)

 10.56

 Waiver, dated July 22, 2022, between Marizyme, Inc. and Waichun Logistics Technology Limited (incorporated by reference to Exhibit 10.56 to Form S-1/A filed on November 2, 2022)

 10.57

 First Amendment to Lease, dated March 16, 2022, between JIC Equities, LLC and Marizyme, Inc. (incorporated by reference to Exhibit 10.1 to Form 10-Q filed on August 15, 2022)

 10.58

 Form of Limited Waiver and Consent between Marizyme, Inc. and certain investors (incorporated by reference to Exhibit 10.58 to Form S-1/A filed on November 2, 2022)

 10.59

 Waiver and Consent between Marizyme, Inc. and Viner Total Investments Fund, dated January 9, 2023 (incorporated by reference to Exhibit 10.12 to Form 8-K filed on January 17, 2023)

 10.60

 Letter Agreement between Marizyme, Inc. and Univest Securities, LLC, dated January 12, 2023 (incorporated by reference to Exhibit 10.13 to Form 8-K filed on January 17, 2023)

 10.61

 Securities Purchase Agreement, dated as of February 6, 2023, by and between Marizyme, Inc. and Walleye Opportunities Master Fund Ltd. (incorporated by reference to Exhibit 10.1 to Form 8-K filed on February 7, 2023)

 10.62+

 Amendment No. 1 to the Marizyme, Inc. Amended and Restated 2021 Stock Incentive Plan (incorporated by reference to Annex B to the Definitive Proxy Statement on Schedule 14A filed on November 10, 2022)

 14.1

 Code of Business Conduct and Ethics (incorporated by reference to Exhibit 14.1 to Form S-1/A filed on November 2, 2022)

 21.1

 List of Subsidiaries

 31.1

 Certifications of Principal Executive Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 31.2

 Certifications of Principal Financial and Accounting Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 32.1

 Certifications of Principal Executive Officer furnished pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 32.2

 Certifications of Principal Financial and Accounting Officer furnished pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 101.PRE

 101.INS

 101.SCH

 101.CAL

 101.DEF

 101.LAB

 *
Certain schedules to this agreement have been omitted pursuant to Item 601(b)(2) of Regulation S-K. Marizyme, Inc. agrees to furnish
supplementally to the Securities and Exchange Commission a copy of any omitted schedule upon request.

 + Indicates management contract
or compensatory plan.

 ITEM 16. FORM 10-K SUMMARY.

 None.

 SIGNATURES

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.

 Date:

 INC.

 By:

 /s/
 David Barthel

 Name:

 David Barthel

 Title:

 Chief Executive Officer

 By:

 /s/
 George Kovalyov

 Name:

 George Kovalyov

 Title:

 Chief Financial Officer and Treasurer

 In
accordance with the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant
and in the capacities and on the dates indicated.

 SIGNATURE

 TITLE

 DATE

 /s/ Dr. Vithalbhai Dhaduk

 Chairman of the Board and Independent Director

 Dr. Vithalbhai Dhaduk

 /s/ Terry Brostowin

 Terry Brostowin

 /s/ Nilesh Patel

 Nilesh Patel

 /s/ David Barthel

 Chief Executive Officer and Director

 David Barthel

 (principal executive officer)

 /s/ George Kovalyov

 Chief Financial Officer and Director

 George Kovalyov

 (principal financial and accounting officer)