Cover
Cover - USD ($) | 3 Months Ended | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Mar. 26, 2024 | Jun. 30, 2023 | |
Cover [Abstract] | |||||
Document Type | 10-K | ||||
Amendment Flag | false | ||||
Document Annual Report | true | ||||
Document Transition Report | false | ||||
Document Period End Date | Dec. 31, 2023 | ||||
Document Fiscal Period Focus | FY | ||||
Document Fiscal Year Focus | 2023 | ||||
Current Fiscal Year End Date | --12-31 | ||||
Entity File Number | 001-32188 | ||||
Entity Registrant Name | ORAGENICS, INC. | ||||
Entity Central Index Key | 0001174940 | ||||
Entity Tax Identification Number | 59-3410522 | ||||
Entity Incorporation, State or Country Code | FL | ||||
Entity Address, Address Line One | 1990 Main St | ||||
Entity Address, Address Line Two | Suite 750 | ||||
Entity Address, City or Town | Sarasota | ||||
Entity Address, State or Province | FL | ||||
Entity Address, Postal Zip Code | 34236 | ||||
City Area Code | 813 | ||||
Local Phone Number | 286-7900 | ||||
Title of 12(b) Security | Common Stock $0.001 par value per share | ||||
Trading Symbol | OGEN | ||||
Security Exchange Name | NYSE | ||||
Entity Well-known Seasoned Issuer | No | ||||
Entity Voluntary Filers | No | ||||
Entity Current Reporting Status | Yes | ||||
Entity Interactive Data Current | Yes | ||||
Entity Filer Category | Non-accelerated Filer | ||||
Entity Small Business | true | ||||
Entity Emerging Growth Company | false | ||||
Entity Shell Company | false | ||||
Entity Public Float | $ 6,701,615 | ||||
Entity Common Stock, Shares Outstanding | 4,480,693 | ||||
ICFR Auditor Attestation Flag | false | ||||
Document Financial Statement Error Correction [Flag] | false | ||||
Rule 10b5-1 Arrangement Adopted [Flag] | false | ||||
Non-Rule 10b5-1 Arrangement Adopted [Flag] | false | ||||
Rule 10b5-1 Arrangement Terminated [Flag] | false | ||||
Non-Rule 10b5-1 Arrangement Terminated [Flag] | false | ||||
Auditor Firm ID | 677 | 199 | |||
Auditor Name | Cherry Bekaert LLP | Mayer Hoffman McCann P.C. | |||
Auditor Location | Tampa, Florida | St. Petersburg, FL |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 3,483,501 | $ 11,426,785 |
Prepaid expenses and other current assets | 382,273 | 2,862,738 |
Total current assets | 3,865,774 | 14,289,523 |
Property and equipment, net | 0 | 121,062 |
Prepaid research and development expense | 1,090,750 | 0 |
Operating lease right-of-use assets | 9,811 | 347,440 |
Total assets | 4,966,335 | 14,758,025 |
Current liabilities: | ||
Accounts payable and accrued expenses | 1,475,667 | 1,124,197 |
Short-term notes payable | 312,703 | 267,640 |
Operating lease liabilities - Current | 9,811 | 204,447 |
Total current liabilities | 1,798,181 | 1,596,284 |
Long-term liabilities: | ||
Operating lease liabilities - Long Term | 152,439 | |
Total long-term liabilities | 152,439 | |
Shareholders’ equity: | ||
Preferred stock, no par value; 50,000,000 shares authorized; 5,417,000 and 5,417,000 Series A shares, 4,050,000 and 4,050,000 Series B shares, -0- and -0- Series C shares, 7,488,197 and -0- Series F shares outstanding at December 31, 2023 and December 31, 2022, respectively | 1,592,723 | 1,592,723 |
Common stock, $0.001 par value; 350,000,000 shares authorized; 3,080,693 and 2,024,657 shares issued and outstanding at December 31, 2023 and December 31, 2022, respectively | 3,081 | 2,025 |
Additional paid-in capital | 207,790,604 | 196,977,071 |
Accumulated Deficit | (206,218,254) | (185,562,517) |
Total shareholders’ equity | 3,168,154 | 13,009,302 |
Total liabilities and shareholders’ equity | $ 4,966,335 | $ 14,758,025 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2023 | Dec. 31, 2022 |
Preferred stock, no par value | $ 0 | $ 0 |
Preferred stock, shares authorized | 50,000,000 | 50,000,000 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 350,000,000 | 350,000,000 |
Common stock, shares issued | 3,080,693 | 2,024,657 |
Common stock, shares outstanding | 3,080,693 | 2,024,657 |
Series A Preferred Stock [Member] | ||
Preferred stock, shares outstanding | 5,417,000 | 5,417,000 |
Series B Preferred Stock [Member] | ||
Preferred stock, shares outstanding | 4,050,000 | 4,050,000 |
Series C Preferred Stock [Member] | ||
Preferred stock, shares outstanding | 0 | 0 |
Series F Preferred Stock [Member] | ||
Preferred stock, shares outstanding | 7,488,197 | 0 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Statement [Abstract] | ||
Grant revenue | $ 37,653 | $ 131,521 |
Operating expenses: | ||
Research and development | 15,490,604 | 10,072,684 |
General and administrative | 5,451,952 | 4,479,605 |
Total operating expenses | 20,942,556 | 14,552,289 |
Loss from operations | (20,904,903) | (14,420,768) |
Other income (expense): | ||
Interest income | 210,394 | 135,900 |
Interest expense | (30,591) | (15,103) |
Miscellaneous income | 69,363 | 11,582 |
Total other income, net | 249,166 | 132,379 |
Loss before income taxes | (20,655,737) | (14,288,389) |
Income tax benefit | ||
Net loss | $ (20,655,737) | $ (14,288,389) |
Basic net loss per share | $ (9.18) | $ (7.11) |
Diluted net loss per share | $ (9.18) | $ (7.11) |
Shares used to compute basic net loss per share | 2,249,694 | 2,009,234 |
Shares used to compute diluted net loss per share | 2,249,694 | 2,009,234 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Shareholders' Equity - USD ($) | Common Stock [Member] | Preferred Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Balance at Dec. 31, 2021 | $ 2,003 | $ 2,656,713 | $ 195,101,611 | $ (171,274,128) | $ 26,486,199 |
Balance, shares at Dec. 31, 2021 | 2,002,946 | 16,017,000 | |||
Compensation expense relating to option issuances | 742,203 | 742,203 | |||
Net loss | (14,288,389) | (14,288,389) | |||
Conversion of Series A preferred stock to common stock | $ 7 | $ (415,169) | 415,162 | ||
Conversion of Series A preferred stock to common stock, shares | 6,667 | (4,000,000) | |||
Conversion of Series B preferred stock to common stock | $ 9 | $ (648,821) | 648,812 | ||
Conversion of Series B preferred stock to common stock, shares | 8,500 | (2,550,000) | |||
Proceeds from issuance of common stock | $ 6 | 69,283 | 69,289 | ||
Proceeds from issuance for common stock, shares | 6,544 | ||||
Balance at Dec. 31, 2022 | $ 2,025 | $ 1,592,723 | 196,977,071 | (185,562,517) | 13,009,302 |
Balance, shares at Dec. 31, 2022 | 2,024,657 | 9,467,000 | |||
Compensation expense relating to option issuances | 550,083 | 550,083 | |||
Compensation expense relating to restricted stock issuances | $ 140 | 466,605 | 466,745 | ||
Compensation expense relating to restricted stock issuances, shares | 140,000 | ||||
Issuance of Series F preferred stock | 8,947,834 | 8,947,834 | |||
Issuance of Series F preferred stock, shares | 8,000,000 | ||||
Conversion of Series F preferred stock to common stock | $ 511 | (511) | |||
Conversion of Series F preferred stock to common stock, shares | 511,308 | (511,803) | |||
Common stock issued in private placement | $ 405 | 849,522 | 849,927 | ||
Common stock issued in private placement, shares | 404,728 | ||||
Net loss | (20,655,737) | (20,655,737) | |||
Balance at Dec. 31, 2023 | $ 3,081 | $ 1,592,723 | $ 207,790,604 | $ (206,218,254) | $ 3,168,154 |
Balance, shares at Dec. 31, 2023 | 3,080,693 | 16,955,197 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Cash flows from operating activities: | ||
Net loss | $ (20,655,737) | $ (14,288,389) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Write off of in process research and development (IPR&D) | 10,273,506 | |
Depreciation and amortization | 27,391 | 44,667 |
Loss (Gain) on sale of fixed assets, net | 29,956 | (10,964) |
Stock-based compensation expense | 1,016,828 | 742,203 |
Changes in operating assets and liabilities: | ||
Other receivables | 6,987 | |
Operating Lease Right of Use Assets | 337,629 | |
Prepaid expenses and other current assets | 2,000,824 | (1,899,612) |
Prepaid R&D assets - other assets | ||
Lease Liabilities | (347,075) | |
Accounts payable and accrued expenses | 25,798 | 176,625 |
Net cash used in operating activities | (7,290,880) | (15,228,483) |
Cash flows from investing activities: | ||
Proceeds from sale of property and equipment | 63,716 | 12,000 |
Cash paid for IPR&D | (1,000,000) | |
Purchase of property and equipment | (127,519) | |
Net cash provided by (used in) investing activities | (936,284) | (115,519) |
Cash flows from financing activities: | ||
Payments on short-term notes payable | (566,046) | (564,205) |
Proceeds from issuance of common stock for private placement | 849,926 | 69,289 |
Net cash provided by (used in) financing activities | 283,880 | (494,916) |
Net decrease in cash and cash equivalents | (7,943,284) | (15,838,918) |
Cash and cash equivalents at beginning of year | 11,426,785 | 27,265,703 |
Cash and cash equivalents at end of year | 3,483,501 | 11,426,785 |
Supplemental disclosure of cash flow information: | ||
Interest paid | 3,347 | 9,290 |
Non-cash investing and financing activities: | ||
Borrowings under short term notes payable for prepaid insurance | 611,109 | 528,429 |
Issuance of Series F Preferred stock for IPR&D | 8,947,834 | |
Value of Series A preferred stock converted into common stock | 415,169 | |
Value of Series B preferred stock converted into common stock | 648,821 | |
Par Value of common stock issued in connection with Series A Preferred Stock Conversion | 7 | |
Par Value of common stock issued in connection with Series B Preferred Stock Conversion | $ 9 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Pay vs Performance Disclosure [Table] | ||
Net Income (Loss) Attributable to Parent | $ (20,655,737) | $ (14,288,389) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Dec. 31, 2023 | |
Trading Arrangements, by Individual [Table] | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Basis of Presentation
Basis of Presentation | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | 1. Basis of Presentation The Company Oragenics, Inc. (formerly known as Oragen, Inc.) (the “Company” or “we”) was incorporated in November 1996. Commencing in December of 2023, we are focused on the development of medical products that treat brain related illnesses and diseases and our lead product candidate and focus is on the development and commercialization of ONP-002 for the treatment of mild traumatic brain injury (“mTBI” or “Concussion”). Basis of Presentation The accompanying consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States (“US GAAP”) including the assumption of a going concern basis which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. Reverse Stock Split In December of 2022 the Board of Directors approved an amendment to the Company’s articles of incorporation to affect a reverse stock split of the Company’s common stock by a ratio of one for sixty. The Company’s common stock began trading on a split adjusted basis on January 23, 2023. All references to common stock for the comparable fiscal year ended December 31, 2022, have been adjusted to reflect the effect of the reverse split. Going Concern Consideration In light of our recurring losses, accumulated deficit and negative cash flow the report of our independent registered public accounting firm on our consolidated financial statements for the year ended December 31, 2023 contained an explanatory paragraph raising substantial doubt about our ability to continue as a going concern. The Company has incurred recurring losses and negative cash flows from operations since inception. To date the Company has not generated significant revenues from operations. The Company incurred a net loss of $( 20,655,737 7,290,880) 206,218,254 Historically, the Company’s major sources of cash have been comprised of proceeds from various public and private offerings of its common stock and preferred stock, warrant exercises, income earned on grants and interest income. For the fiscal year ended December 2023 the Company raised approximately $ 0.8 2.1 1.8 These matters, when considered in the aggregate, raise substantial doubt about the Company’s ability to continue as a going concern for a reasonable period of time, which is defined as within one year after the date that our consolidated financial statements are issued. The Company’s ability to continue operations after its current cash resources are exhausted depends on its ability to obtain additional financing or achieve profitable operations, as to which no assurances can be given. Cash requirements may vary materially from those now planned because of changes in the Company’s focus and direction of its research and development programs, competitive and technical advances, or other developments. Additional financing will be required to continue operations after the Company exhausts its current cash resources and to continue its long-term plans for clinical trials and new product development. There can be no assurance that any such financing can be realized by the Company, or if realized, what the terms thereof may be, or that any amount that the Company is able to raise will be adequate to support the Company’s working capital requirements until it achieves profitable operations. The Company intends to seek additional funding through sublicensing arrangements, joint venturing or partnering, sales of rights to technology, government grants and public or private financings and may receive funding through the exercise of outstanding warrants. The Company’s future success depends on its ability to raise capital and ultimately generate revenue and attain profitability. The Company cannot be certain that additional capital, whether through selling additional debt or equity securities or obtaining a line of credit or other loan, will be available to it or, if available, will be on terms acceptable to the Company. If the Company issues additional securities to raise funds, these securities may have rights, preferences, or privileges senior to those of its common stock, and the Company’s current shareholders may experience dilution. If the Company is unable to obtain funds when needed or on acceptable terms, the Company may be required to curtail its current development programs, cut operating costs and forego future development and other opportunities. |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | 2. Significant Accounting Policies Basis of Consolidation The consolidated financial statements include the accounts of Oragenics, Inc. and our wholly-owned subsidiary Noachis Terra, Inc. All intercompany balances and transactions have been eliminated. New Accounting Standards From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (“FASB”) or other standard setting bodies that we adopt as of the specified effective date. Unless otherwise discussed, the Company does not believe that the impact of recently issued standards that are not yet effective will have a material impact on its financial position or results of operations upon adoption. Use of Estimates The preparation of consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements, as well as the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. The principal areas of estimation reflected in the consolidated financial statements are stock-based compensation. Reclassification Accounting for Mergers and Acquisition ASC 805, Business Combinations, provides a model for determining whether an acquisition represents a business combination. In order to be a business, the integrated set of activities of the acquired entity needs to have an input and a substantive process that together significantly contribute to the ability to create outputs. The acquired entity must also pass the “Screen Test” which involves determining whether the acquisition represents an in-substance asset acquisition based on whether the fair value of the gross assets acquired is “substantially all” concentrated in a single asset or group of similar assets. This evaluation excludes certain acquired assets such as cash, deferred taxes, and goodwill associated with deferred taxes, but includes all other gross assets, including any consideration transferred in excess of the identified assets. The Company accounted for the acquisition of the Odyssey neurology assets as an asset acquisition after determining that the transaction did not meet the criteria of a business combination. The Company determined that substantially all of the fair value of the gross assets acquired was concentrated in a single identifiable asset or group of similar identifiable assets, the most significant of which is the in-process research and development asset associated with the concussion product candidates. The net assets were recorded at fair value at the date of acquisition and the in-process research and development was recorded as research and development expense in the Company’s consolidated statement of operations. Cash and Cash Equivalents Cash and cash equivalents consist of all cash balances and highly liquid investments with an original maturity of three months or less. The Company’s cash and cash equivalents are deposited in a financial institution and consist of demand deposits and overnight repurchase agreements and at times deposits are in excess of federally insured limits. Other Receivables Other receivables are recorded at their net realizable value and consist of amounts due for reimbursable expenses relating to work performed under the terms of the Company’s federal grant. Property and Equipment Property and equipment is stated at cost less accumulated depreciation and amortization. Depreciation is provided on the straight-line method over the estimated useful lives of the assets (three to seven years). Leasehold improvements are amortized over the shorter of the estimated useful life or the lease term of the related asset (three years). Business Segments In accordance with US GAAP, the Company is required to report segment information. As the Company only operates principally in one business segment, no additional reporting is required. Stock-Based Payment Arrangements Generally, all forms of stock-based payments, including stock option grants, and warrants are measured at their fair value on the awards’ grant date using a Black-Scholes Pricing Option Pricing Model. Stock-based compensation awards issued to non-employees for services rendered are recorded at the fair value of the stock-based payment. The expense resulting from stock-based payments are recorded in research and development expense or general and administrative expense in the consolidated statement of operations, depending on the nature of the services provided. Stock-based payment expense is recorded over the requisite service period in which the grantee provides services to us. To the extent the stock option grants or warrants do not vest at the grant date they are subject to forfeiture. Stock-Based Compensation US GAAP requires all stock-based payments to employees, including grants of employee stock options, to be recognized in the consolidated financial statements based on their fair values as of the grant date. Stock-based compensation expense is recorded over the requisite service period in which the grantee provides services to us, to the extent the options do not vest at the grant date and are subject to forfeiture. For performance-based awards that do not include market-based conditions, we record share-based compensation expense only when the performance-based milestone is deemed probable of achievement. We utilize both quantitative and qualitative criteria to judge whether milestones are probable of achievement. For awards with market-based performance conditions, we recognize the grant-date fair value of the award over the derived service period regardless of whether the underlying performance condition is met. The Company made an accounting policy election to account for forfeitures in compensation expense as they occur. Impairment of Long-Lived Assets The Company periodically reviews their long-lived assets for impairment and reduces the carrying value to fair value whenever events or changes in circumstances indicate that the carrying value may not be recoverable. There were no impairment losses recorded during the years ended December 31, 2023, and 2022. Research and Development Expenses Research and development consist of expenses incurred in connection with the discovery and development of our product candidates. These expenses consist primarily of employee-related expenses, which include salaries and benefits and attending science conferences; expenses incurred under our license agreements with third parties and under other agreements with contract research organizations, investigative sites and consultants that conduct our clinical trials and a substantial portion of our nonclinical studies; the cost of acquiring and manufacturing clinical trial materials; facilities, depreciation and other allocated expenses, which include direct and allocated expenses for rent and maintenance of facilities and equipment, and depreciation of fixed assets; license fees, for and milestone payments related to, in-licensed products and technology; stock-based compensation expense; and costs associated with nonclinical activities and regulatory approvals. Prepayments and upfront payments to third party vendors for work to be completed in the future are recorded as a prepaid expense on the Company’s balance sheet. The Company expenses research and development costs on the consolidated statement of operations as expense is incurred or completed. Income Taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rate is recognized in operations in the period that includes the enactment date. Deferred tax assets are reduced to estimated amounts expected to be realized by the use of a valuation allowance. Based on our historical operating losses, a valuation allowance has been recognized for all deferred tax assets. Under US GAAP, the impact of an uncertain income tax position on the income tax return must be recognized at the largest amount that is more-likely-than-not to be sustained upon audit by the relevant taxing authority. An uncertain income tax position will not be recognized if it has less than a 50% likelihood of being sustained. Additionally, US GAAP provides guidance on derecognition, classification, interest and penalties, accounting for interim periods, disclosure and transition. Concentrations Financial instruments which potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents. The Company maintains cash accounts in commercial banks, which may, at times, exceed federally insured limits. The Company has not experienced any losses in such accounts. The Company believes it is not exposed to any significant credit risk on cash and cash equivalents. As of December 31, 2023, the uninsured portion of this balance was $ 3,102,203 11,176,785 Grant revenue Grant revenue is derived from a small business innovation research grant in the amount of $ 250,000 |
Acquisition of Concussion Asset
Acquisition of Concussion Assets | 12 Months Ended |
Dec. 31, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Acquisition of Concussion Assets | 3. Acquisition of Concussion Assets On December 28, 2023, the Company entered into an Asset Purchase Agreement with Odyssey Health, Inc. to purchase their intellectual property assets for their neurology products ONP-001 and ONP-002. At the closing of the transaction the aggregate fair value of the transaction was $ 10,273,506 , consisting of $ 1,000,000 cash, assumed accounts payable balances of $ 325,672 , the Company’s Series F Preferred Shares ( 8,000,000 issued in the transaction). Schedule of Acquisition of Assets Fair Value Cash - Initial Payment $ 1,000,000 Assumed Liabilities 325,672 Equity - Preferred Stock 8,947,834 Total Fair Value of Considerations $ 10,273,506 The Company evaluated the acquisition transaction and determined that it should be accounted for as an asset purchase. Furthermore, it was determined that the assets acquired were in-process research and development and therefore the aggregate fair value of the purchase price was recorded in research and development expenses in 2023. |
Property and Equipment, net
Property and Equipment, net | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, net | 4. Property and Equipment, net Property and equipment, net consists of the following as of December 31, 2023 and 2022: Summary of Property and Equipment, Net 2023 2022 Furniture and fixtures $ - $ 20,742 Laboratory equipment - 676,744 Leasehold improvements - 487,871 Office and computer equipment - 298,944 Property and equipment, gross - 1,484,301 Accumulated depreciation and amortization - (1,363,239 ) Property and equipment, net $ - $ 121,062 Depreciation and amortization expense for the years ending December 31, 2023 and 2022 was $ 27,391 44,667 52,000 22,443 |
Accounts Payable and Accrued Ex
Accounts Payable and Accrued Expenses | 12 Months Ended |
Dec. 31, 2023 | |
Payables and Accruals [Abstract] | |
Accounts Payable and Accrued Expenses | 5. Accounts Payable and Accrued Expenses Accounts payable and accrued expenses consist of the following as of December 31, 2023 and 2022: Summary of Accounts Payable and Accrued Expenses December 31, 2023 December 31, 2022 Accounts payable trade $ 1,244,947 $ 246,690 Accrued expenses 222,739 812,861 Professional fees - 31,101 Vacation 7,981 33,545 Total accounts payable and accrued expenses $ 1,475,667 $ 1,124,197 |
Short-Term Notes Payable
Short-Term Notes Payable | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Short-Term Notes Payable | 6. Short-Term Notes Payable The Company had the following short-term notes payable as of December 31, 2023 and 2022: Summary of Short-Term Notes payable 2023 2022 Directors’ and officers’ liability insurance financing of $ 611,109 528,429 54,366 64,316 9.55 6.24 $ 312,703 $ 267,640 Directors’ and officers’ liability 312,703 267,640 In 2023, the Company did not maintain product liability insurance. In the year ended 2022, the Company also maintained a product liability insurance policy which had been renewed in subsequent periods without premium financing. |
Prepaid Expense Assets _ Curren
Prepaid Expense Assets – Current and Long-Term | 12 Months Ended |
Dec. 31, 2023 | |
Prepaid Expense Assets Current And Long-term | |
Prepaid Expense Assets – Current and Long-Term | 7. Prepaid Expense Assets – Current and Long-Term Schedule of Expense and Other Current Assets December 31, 2023 December 31, 2022 Prepaid research and expense, current $ - $ 2,471,809 Prepaid insurance 334,940 372,989 Other prepaid expense, current 47,333 - Deposits - 17,940 Prepaid research and development expense, long-term 1,090,750 - Total Current and Long-Term Prepaid Assets $ 1,473,023 $ 2,862,738 As of December 31, 2023, the Company determined that vaccine program prepaid research and development expense paid to a vendor in 2022 should be reclassified from prepaid current assets to a long-term asset. As a result of vaccine program delays it is not expected that the prepaid amount will be recognized as realized expense in 2024. |
Shareholders_ Equity
Shareholders’ Equity | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
Shareholders’ Equity | 8. Shareholders’ Equity Common Stock Reverse Split On December 23, 2022, the Company announced a reverse split of its common stock, $ 0.001 As a result of the reverse split, each 60 pre-split shares of common stock outstanding were automatically combined into one new share of common stock without any action on the part of the holders, and the number of outstanding common shares was reduced from approximately 117 2.0 250 4.16 50,000,000 Private Placement On August 4, 2023, we entered into a Securities Purchase Agreement with two healthcare-focused investors, to purchase an aggregate of (i) 404,728 0.001 404,728 850,000 Odyssey Asset Acquisition As part of the Asset Purchase Agreement with Odyssey, on December 28, 2023, Odyssey converted 511,308 511,308 0.001 Other Share Issuances On August 8, 2023, the Compensation Committee and Board of Directors approved restricted stock awards to certain executive officers and directors in the amount of 140,000 110,000 30,000 Preferred Stock Odyssey Preferred Stock On December 28, 2023, as part of consideration paid to Odyssey and pursuant to the Asset Purchase Agreement executed with Odyssey, we issued 8,000,000 Series E Mirroring Preferred Stock On August 4, 2023, we entered into a Securities Purchase Agreement with two healthcare-focused investors, to purchase an aggregate of (i) 404,728 0.001 404,728 The Company proposed an amendment to its Amended and Restated Articles of Incorporation, in connection with the Company’s 2022 annual meeting of shareholders, to effect an increase in the shares of Common Stock the Company is authorized to issue from 4,166,666 350,000,000 The Series E Preferred Stock had super voting rights on the proposed amendment equal to 2,500 votes per share of Series E Preferred Stock. Pursuant to the Purchase Agreement, the investors agreed to vote their common stock in favor of the amendment. The Series E Mirroring Preferred shares had no voting rights except, solely and exclusively with respect to the Amendment and any proposal to adjourn any meeting of shareholders called for the purpose of voting on the Amendment, voting together with the Common Stock and any other issued and outstanding shares of preferred stock of the Company as a single class. On December 14, 2023, upon effectiveness of the Amendment, each share of Series E Preferred Stock automatically transferred to the Company and was cancelled for no consideration with no action on behalf of the holders of Series E Preferred Stock. The shares resumed the status of authorized but unissued preferred stock and as of December 31, 2023, were no longer designated as Series E Mirroring Preferred Stock. Warrants The Company’s outstanding and exercisable warrants as of December 31, 2023 are presented below: Schedule of Warrants Outstanding and Exercisable Exercise Price Total Warrants Outstanding Exercisable Warrants Outstanding Expiration Date $ 186.00 5,135 5,135 5/10/2024 $ 186.00 6,694 6,694 7/25/2024 $ 186.00 10,888 10,888 11/8/2024 $ 54.00 32,033 32,033 3/25/2024 $ 60.00 52,911 52,911 7/17/2025 $ 75.00 153,334 153,334 5/1/2025 260,995 260,995 All outstanding warrants are classified as equity on the Company’s Consolidated Balance Sheets. |
Stock Compensation Plan
Stock Compensation Plan | 12 Months Ended |
Dec. 31, 2023 | |
Retirement Benefits [Abstract] | |
Stock Compensation Plan | 9. Stock Compensation Plan The purpose of the 2021 Incentive Plan is to advance the interests of the Company by affording certain employees and Directors of the Company and key consultants and advisors an opportunity to acquire or increase their proprietary interests in the Company. The 2021 Incentive Plan authorizes the grant of stock options (incentive and non-statutory), stock appreciation rights and restricted stock. Options are granted at the fair market value of the Company’s stock on the date of grant. Options can generally vest either immediately or over a period of up to three years 10 Recipients of stock awards under our 2021 Incentive Plan become the owner of record of the stock immediately upon grant, which may be subject to certain restrictions. The balance of unvested restricted stock will be forfeited and automatically transferred back to us at no cost upon the termination of the recipient’s employment. Upon vesting of restricted stock that is made to recipients who are employees, the recipient has the option to settle minimum withholding taxes by electing to have us withhold otherwise deliverable shares having a fair market value equal to the required tax obligations (“net-settlement”). The net-settlement shares are then immediately cancelled and retired and reduce the shares available for issuance under the Company’s 2021 Incentive Plan. The Company uses the Black-Scholes Pricing Option Pricing Model to estimate the fair value of stock-based awards on the date of grant. The assumptions employed in the calculation of the fair value of share-based compensation expense were calculated as follows for all years presented: ● Expected dividend yield — zero based on the Company does not plan to issue dividends. ● Expected volatility — based on the Company’s historical market price at consistent points in a period equal to the expected life of the options. ● Risk-free interest rate — based on the US Treasury yield curve in effect at the time of grant. ● Expected life of options — based on the simplified method of estimating the expected life for current year grants. In prior year, 2022, it was based on the Company’s historical life of options exercised, considering the contractual terms of the grants, vesting schedules and expectations of future employee behavior. ● The company accounts for forfeitures as they occur. The following table summarizes the assumptions used to estimate the fair value of stock options granted during the years ended December 31, 2023 and 2022: Summary of Assumptions Used to Estimate the Fair Value of Stock Options Granted 2023 2022 Expected dividend yield 0 % 0 % Weighted-average expected volatility 119 152 % 137 150 % Weighted-average risk-free interest rate 3.93 4.84 % 1.28 3.09 % Expected life of options 5.5 6.25 10 Total compensation cost related to stock options was $ 550,082 742,203 287,858 The following table represents stock option activity for the year ended December 31, 2023: Summary of Stock Option Activity Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term (In Years) Aggregate Intrinsic Value (1) Outstanding at December 31, 2022 139,090 $ 41.49 7.85 $ - Granted 144,204 5.11 — $ — Exercised — — — $ — Forfeited (38,561 ) 52.94 — $ — Outstanding at December 31, 2023 244,733 $ 20.17 8.73 $ 74,559 Exercisable at December 31, 2023 176,559 $ 25.02 8.30 $ 48,063 (1) The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying stock option awards and the closing market price of our common stock as of December 31, 2022, and December 31, 2023, respectively. The following table summarizes the weighted average grant date fair value of stock options granted per share, the total intrinsic value of stock options exercised and the grant date fair value of stock options that vested during the years ended December 31, 2023 and 2022: Summary of Weighted Average Grant Fair Value of Stock Options 2023 2022 Weighted average grant date fair value of stock options granted per share $ 4.59 $ 19.44 Intrinsic value of stock options exercised $ - $ — Grant date fair value of stock options that vested $ 291,401 $ 9,395 The following table represents restricted stock activity for the year ended December 31, 2023: Schedule of Restricted Stock Activity Number of Shares Weighted Average Grant-Date Fair Value Non-vested restricted stock at beginning of year - $ - Granted 140,000 3.37 Vested (134,000 ) 3.34 Forfeited — — Non-vested restricted stock at end of year 6,000 3.37 The total fair value of restricted stock vested in 2023 was $ 451,580 466,745 no 5,055 |
Retirement Plan
Retirement Plan | 12 Months Ended |
Dec. 31, 2023 | |
Retirement Benefits [Abstract] | |
Retirement Plan | 10. Retirement Plan The Company has a defined contribution Simple Individual Retirement Arrangement plan, which covers all employees and provides for a Company match of up to 3 20,045 26,907 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 11. Income Taxes The components of the provision for income taxes for the years ended December 31, 2023 and 2022 are as follows: Schedule of Components of Provision for Income Taxes 2023 2022 Current $ — $ — Deferred (5,791,558 ) (3,714,988 ) Valuation Allowance 5,791,558 3,714,988 Total provision (Deferred benefit) for income taxes $ — $ — At December 31, 2023 and 2022, the Company had temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and their respective income tax bases, as measured by enacted state and federal tax rates, as follows: Summary of Components of Deferred Tax 2023 2022 Deferred tax assets (liabilities): Net operating loss carryforward $ 39,810,409 $ 37,713,107 Accrued vacation - 8,751 Non-qualified stock compensation 1,160,775 1,119,642 Capitalized Research & Development costs 3,417,706 2,325,391 Intangibles 2,569,559 - Total deferred tax assets 46,958,449 41,166,891 Less valuation allowance (46,958,449 ) (41,166,891 ) Total net deferred tax asset, net of valuation allowance $ — $ — The following is a reconciliation of tax computed at the statutory federal rate to the income tax expense (benefit) in the statements of operations for the years ended December 31, 2023 and 2022: Schedule of Reconciliation of Tax Computed at Statutory Federal Rate 2023 2022 Income tax benefit computed at statutory federal rate of 21 21 $ (4,337,705 ) $ (3,000,564 ) State income tax benefits, net of federal expense/benefit (1,204,720 ) (785,862 ) Prior year adjustment 150,533 - Change in valuation allowance 5,342,529 3,714,988 Non-deductible expenses 272 612 Other 49,091 70,826 Total provision (benefit) for income 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. Based upon the levels of historical taxable income and projections of future taxable income over which the deferred tax assets are deductible, the Company believes that it is more likely than not that it will not be able to realize the benefits of these deductible differences. Accordingly, a valuation allowance of $ 46,958,449 and $ 41,166,891 has been provided in the accompanying consolidated financial statements as of December 31, 2023 and 2022, respectively. The December 31, 2023 and December 31, 2022 net change in valuation allowance related to deferred tax assets was an increase of $ 5,791,558 and $ 3,714,988 At December 31, 2023, the Company has federal and state tax net operating loss carryforwards of $ 153,575,836 137,731,183 The State of Pennsylvania tax net operating loss carryforwards will expire through 2036. Federal and Florida tax net operating loss carryforwards generated prior to December 31, 2017 will expire through 2037 and are not subject to taxable income limitations. Federal and Florida tax net operating loss carryforwards generated subsequent to December 31, 2017, do not expire but may be subject to taxable income limitation pursuant to the Tax Cuts and Jobs Act that was enacted on December 22, 2017. The Company also has federal research and development tax credit carryforwards of $ 4,169,354 . The federal tax credit carryforward will expire beginning in 2021 and continuing through 2043 unless utilized. Utilization of net operating loss carryforwards and research and development credit carryforwards may be subject to a substantial annual limitation due to ownership change limitations that may have occurred or, could occur in the future in accordance with Section 382 of the Internal Revenue Code of 1986 (“IRC Section 382”) and with Section 383 of the Internal Revenue Code of 1986, as well as similar state provisions. These ownership changes may limit the amount of net operating loss carryforwards and research and development credit carryforwards that can be utilized annually to offset future taxable income and taxes, respectively. In general, an ownership change, as defined by IRC Section 382, results from transactions increasing the ownership of certain stockholders or public groups in the stock of a corporation by more than 50 percentage points over a three-year period. The Company has completed several financings since its inception which may result in a change in ownership as defined by IRC Section 382 or could result in a change in control in the future. For the years ended December 31, 2023 and 2022, the Company incurred $ 46,229 940,106 The Company files its income tax returns in the U.S. federal jurisdiction and in Florida and Pennsylvania. With few exceptions, the Company is no longer subject to federal or state income tax examinations by tax authorities for years before 201. A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows: Schedule of Reconciliation of Unrecognized Tax Benefits Balance as of December 31, 2021 $ 4,027,180 Additions based on tax positions related to the current year 940,106 Reductions for the tax positions of prior years (115,396 ) Expired Tax Credits due to 20-year life (17,043 ) Balance as of December 31, 2022 $ 4,834,847 Additions based on tax positions related to the current 46,229 Reductions for the tax positions of prior years (680,042 ) Expired Tax Credits due to 20-year life (31,680 ) Balance as of December 31, 2023 $ 4,169,354 Included in the balance at December 31, 2023 and 2022, are $ 4,169,354 4,834,847 During the years 2023 and 2022 the Company did not recognize any interest and penalties. Due to the potential offset of the Company’s operating loss carryforward for any future activity, the amount attributed to interest and penalties would be immaterial. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 12. Commitments and Contingencies Leases Lab Facility-Alachua 9,641 10,851 five years 12,870 13,338 276,493 Corporate Office-Tampa 2,207 square feet. The lease period for the office space was for thirty-six months commencing in March of 2017. Lease payments ranged from $ 4,138 per month to $ 4,392 per month inclusive of insurance, taxes and utilities. three years 4,524 4,800 69,464 Schedule of Supplemental Balance Sheet Information Related to Leases For the Year For the Year Weighted Average Remaining Lease Term In Years Operating leases 0.2 1.72 Weighted Average Discount Rate Operating leases 6.24 % 5.78 % Maturities of operating lease liabilities are as follows: Schedule of Operating lease liabilities Year ended December 31: 2024 9,887 Total $ 9,887 Less: Imputed interest (76 ) Present value of lease liabilities $ 9,811 The cost component of operating leases is as follows: Schedule of Cost Component of Operating Leases For the Year For the Year Operating lease cost $ 191,359 $ 229,312 Short-term lease cost - - Total lease cost $ 191,359 $ 229,312 Supplemental cash flow information related to operating leases is as follows: Schedule of Supplemental Cash Flow Information Related to Operating Leases For the Year For the Year Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 195,257 $ 235,775 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | 13. Subsequent Events Termination of our At the Market On January 23, 2024, we announced the termination of our At the Market Agreement with Ladenburg Thalmann & Co. Inc. dated February 24, 2023. Shelf Financing On January 16, 2024, we filed a Preliminary Prospectus with the SEC announcing our intent to raise capital through the sale of common stock from our available and reserved shares under our shelf registration statement on Form S-3 filed with the SEC on May 29, 2020. Subsequently on March 1, 2024, we announced that we had executed the sale of 1,400,000 1.50 1.395 210,000 Resignation of Chief Operating Officer On February 12, 2024, we announced that we had entered into a mutually agreeable Separation Agreement with Kimberly Murphy, our former Chief Operating Officer. Ms. Murphy continues to serve as a member of our Board of Directors. Following Ms. Murphy’s separation, Charlie Pope our Chairman of the Board was named as Executive Chairman and will provide direction during the transition in management. In addition, the Board of Directors appointed our President, Mr. Redmond, as Interim Principal Officer. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of Consolidation | Basis of Consolidation The consolidated financial statements include the accounts of Oragenics, Inc. and our wholly-owned subsidiary Noachis Terra, Inc. All intercompany balances and transactions have been eliminated. |
New Accounting Standards | New Accounting Standards From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (“FASB”) or other standard setting bodies that we adopt as of the specified effective date. Unless otherwise discussed, the Company does not believe that the impact of recently issued standards that are not yet effective will have a material impact on its financial position or results of operations upon adoption. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements, as well as the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. The principal areas of estimation reflected in the consolidated financial statements are stock-based compensation. |
Reclassification | Reclassification Accounting for Mergers and Acquisition ASC 805, Business Combinations, provides a model for determining whether an acquisition represents a business combination. In order to be a business, the integrated set of activities of the acquired entity needs to have an input and a substantive process that together significantly contribute to the ability to create outputs. The acquired entity must also pass the “Screen Test” which involves determining whether the acquisition represents an in-substance asset acquisition based on whether the fair value of the gross assets acquired is “substantially all” concentrated in a single asset or group of similar assets. This evaluation excludes certain acquired assets such as cash, deferred taxes, and goodwill associated with deferred taxes, but includes all other gross assets, including any consideration transferred in excess of the identified assets. The Company accounted for the acquisition of the Odyssey neurology assets as an asset acquisition after determining that the transaction did not meet the criteria of a business combination. The Company determined that substantially all of the fair value of the gross assets acquired was concentrated in a single identifiable asset or group of similar identifiable assets, the most significant of which is the in-process research and development asset associated with the concussion product candidates. The net assets were recorded at fair value at the date of acquisition and the in-process research and development was recorded as research and development expense in the Company’s consolidated statement of operations. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents consist of all cash balances and highly liquid investments with an original maturity of three months or less. The Company’s cash and cash equivalents are deposited in a financial institution and consist of demand deposits and overnight repurchase agreements and at times deposits are in excess of federally insured limits. |
Other Receivables | Other Receivables Other receivables are recorded at their net realizable value and consist of amounts due for reimbursable expenses relating to work performed under the terms of the Company’s federal grant. |
Property and Equipment | Property and Equipment Property and equipment is stated at cost less accumulated depreciation and amortization. Depreciation is provided on the straight-line method over the estimated useful lives of the assets (three to seven years). Leasehold improvements are amortized over the shorter of the estimated useful life or the lease term of the related asset (three years). |
Business Segments | Business Segments In accordance with US GAAP, the Company is required to report segment information. As the Company only operates principally in one business segment, no additional reporting is required. |
Stock-Based Payment Arrangements | Stock-Based Payment Arrangements Generally, all forms of stock-based payments, including stock option grants, and warrants are measured at their fair value on the awards’ grant date using a Black-Scholes Pricing Option Pricing Model. Stock-based compensation awards issued to non-employees for services rendered are recorded at the fair value of the stock-based payment. The expense resulting from stock-based payments are recorded in research and development expense or general and administrative expense in the consolidated statement of operations, depending on the nature of the services provided. Stock-based payment expense is recorded over the requisite service period in which the grantee provides services to us. To the extent the stock option grants or warrants do not vest at the grant date they are subject to forfeiture. |
Stock-Based Compensation | Stock-Based Compensation US GAAP requires all stock-based payments to employees, including grants of employee stock options, to be recognized in the consolidated financial statements based on their fair values as of the grant date. Stock-based compensation expense is recorded over the requisite service period in which the grantee provides services to us, to the extent the options do not vest at the grant date and are subject to forfeiture. For performance-based awards that do not include market-based conditions, we record share-based compensation expense only when the performance-based milestone is deemed probable of achievement. We utilize both quantitative and qualitative criteria to judge whether milestones are probable of achievement. For awards with market-based performance conditions, we recognize the grant-date fair value of the award over the derived service period regardless of whether the underlying performance condition is met. The Company made an accounting policy election to account for forfeitures in compensation expense as they occur. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company periodically reviews their long-lived assets for impairment and reduces the carrying value to fair value whenever events or changes in circumstances indicate that the carrying value may not be recoverable. There were no impairment losses recorded during the years ended December 31, 2023, and 2022. |
Research and Development Expenses | Research and Development Expenses Research and development consist of expenses incurred in connection with the discovery and development of our product candidates. These expenses consist primarily of employee-related expenses, which include salaries and benefits and attending science conferences; expenses incurred under our license agreements with third parties and under other agreements with contract research organizations, investigative sites and consultants that conduct our clinical trials and a substantial portion of our nonclinical studies; the cost of acquiring and manufacturing clinical trial materials; facilities, depreciation and other allocated expenses, which include direct and allocated expenses for rent and maintenance of facilities and equipment, and depreciation of fixed assets; license fees, for and milestone payments related to, in-licensed products and technology; stock-based compensation expense; and costs associated with nonclinical activities and regulatory approvals. Prepayments and upfront payments to third party vendors for work to be completed in the future are recorded as a prepaid expense on the Company’s balance sheet. The Company expenses research and development costs on the consolidated statement of operations as expense is incurred or completed. |
Income Taxes | Income Taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rate is recognized in operations in the period that includes the enactment date. Deferred tax assets are reduced to estimated amounts expected to be realized by the use of a valuation allowance. Based on our historical operating losses, a valuation allowance has been recognized for all deferred tax assets. Under US GAAP, the impact of an uncertain income tax position on the income tax return must be recognized at the largest amount that is more-likely-than-not to be sustained upon audit by the relevant taxing authority. An uncertain income tax position will not be recognized if it has less than a 50% likelihood of being sustained. Additionally, US GAAP provides guidance on derecognition, classification, interest and penalties, accounting for interim periods, disclosure and transition. |
Concentrations | Concentrations Financial instruments which potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents. The Company maintains cash accounts in commercial banks, which may, at times, exceed federally insured limits. The Company has not experienced any losses in such accounts. The Company believes it is not exposed to any significant credit risk on cash and cash equivalents. As of December 31, 2023, the uninsured portion of this balance was $ 3,102,203 11,176,785 |
Grant revenue | Grant revenue Grant revenue is derived from a small business innovation research grant in the amount of $ 250,000 |
Acquisition of Concussion Ass_2
Acquisition of Concussion Assets (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Acquisition of Assets | Schedule of Acquisition of Assets Fair Value Cash - Initial Payment $ 1,000,000 Assumed Liabilities 325,672 Equity - Preferred Stock 8,947,834 Total Fair Value of Considerations $ 10,273,506 |
Property and Equipment, net (Ta
Property and Equipment, net (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Summary of Property and Equipment, Net | Property and equipment, net consists of the following as of December 31, 2023 and 2022: Summary of Property and Equipment, Net 2023 2022 Furniture and fixtures $ - $ 20,742 Laboratory equipment - 676,744 Leasehold improvements - 487,871 Office and computer equipment - 298,944 Property and equipment, gross - 1,484,301 Accumulated depreciation and amortization - (1,363,239 ) Property and equipment, net $ - $ 121,062 |
Accounts Payable and Accrued _2
Accounts Payable and Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Payables and Accruals [Abstract] | |
Summary of Accounts Payable and Accrued Expenses | Accounts payable and accrued expenses consist of the following as of December 31, 2023 and 2022: Summary of Accounts Payable and Accrued Expenses December 31, 2023 December 31, 2022 Accounts payable trade $ 1,244,947 $ 246,690 Accrued expenses 222,739 812,861 Professional fees - 31,101 Vacation 7,981 33,545 Total accounts payable and accrued expenses $ 1,475,667 $ 1,124,197 |
Short-Term Notes Payable (Table
Short-Term Notes Payable (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Summary of Short-Term Notes payable | The Company had the following short-term notes payable as of December 31, 2023 and 2022: Summary of Short-Term Notes payable 2023 2022 Directors’ and officers’ liability insurance financing of $ 611,109 528,429 54,366 64,316 9.55 6.24 $ 312,703 $ 267,640 Directors’ and officers’ liability 312,703 267,640 |
Prepaid Expense Assets _ Curr_2
Prepaid Expense Assets – Current and Long-Term (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Prepaid Expense Assets Current And Long-term | |
Schedule of Expense and Other Current Assets | Schedule of Expense and Other Current Assets December 31, 2023 December 31, 2022 Prepaid research and expense, current $ - $ 2,471,809 Prepaid insurance 334,940 372,989 Other prepaid expense, current 47,333 - Deposits - 17,940 Prepaid research and development expense, long-term 1,090,750 - Total Current and Long-Term Prepaid Assets $ 1,473,023 $ 2,862,738 |
Shareholders_ Equity (Tables)
Shareholders’ Equity (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
Schedule of Warrants Outstanding and Exercisable | The Company’s outstanding and exercisable warrants as of December 31, 2023 are presented below: Schedule of Warrants Outstanding and Exercisable Exercise Price Total Warrants Outstanding Exercisable Warrants Outstanding Expiration Date $ 186.00 5,135 5,135 5/10/2024 $ 186.00 6,694 6,694 7/25/2024 $ 186.00 10,888 10,888 11/8/2024 $ 54.00 32,033 32,033 3/25/2024 $ 60.00 52,911 52,911 7/17/2025 $ 75.00 153,334 153,334 5/1/2025 260,995 260,995 |
Stock Compensation Plan (Tables
Stock Compensation Plan (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Retirement Benefits [Abstract] | |
Summary of Assumptions Used to Estimate the Fair Value of Stock Options Granted | The following table summarizes the assumptions used to estimate the fair value of stock options granted during the years ended December 31, 2023 and 2022: Summary of Assumptions Used to Estimate the Fair Value of Stock Options Granted 2023 2022 Expected dividend yield 0 % 0 % Weighted-average expected volatility 119 152 % 137 150 % Weighted-average risk-free interest rate 3.93 4.84 % 1.28 3.09 % Expected life of options 5.5 6.25 10 |
Summary of Stock Option Activity | The following table represents stock option activity for the year ended December 31, 2023: Summary of Stock Option Activity Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term (In Years) Aggregate Intrinsic Value (1) Outstanding at December 31, 2022 139,090 $ 41.49 7.85 $ - Granted 144,204 5.11 — $ — Exercised — — — $ — Forfeited (38,561 ) 52.94 — $ — Outstanding at December 31, 2023 244,733 $ 20.17 8.73 $ 74,559 Exercisable at December 31, 2023 176,559 $ 25.02 8.30 $ 48,063 (1) The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying stock option awards and the closing market price of our common stock as of December 31, 2022, and December 31, 2023, respectively. |
Summary of Weighted Average Grant Fair Value of Stock Options | The following table summarizes the weighted average grant date fair value of stock options granted per share, the total intrinsic value of stock options exercised and the grant date fair value of stock options that vested during the years ended December 31, 2023 and 2022: Summary of Weighted Average Grant Fair Value of Stock Options 2023 2022 Weighted average grant date fair value of stock options granted per share $ 4.59 $ 19.44 Intrinsic value of stock options exercised $ - $ — Grant date fair value of stock options that vested $ 291,401 $ 9,395 |
Schedule of Restricted Stock Activity | The following table represents restricted stock activity for the year ended December 31, 2023: Schedule of Restricted Stock Activity Number of Shares Weighted Average Grant-Date Fair Value Non-vested restricted stock at beginning of year - $ - Granted 140,000 3.37 Vested (134,000 ) 3.34 Forfeited — — Non-vested restricted stock at end of year 6,000 3.37 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Provision for Income Taxes | The components of the provision for income taxes for the years ended December 31, 2023 and 2022 are as follows: Schedule of Components of Provision for Income Taxes 2023 2022 Current $ — $ — Deferred (5,791,558 ) (3,714,988 ) Valuation Allowance 5,791,558 3,714,988 Total provision (Deferred benefit) for income taxes $ — $ — |
Summary of Components of Deferred Tax | At December 31, 2023 and 2022, the Company had temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and their respective income tax bases, as measured by enacted state and federal tax rates, as follows: Summary of Components of Deferred Tax 2023 2022 Deferred tax assets (liabilities): Net operating loss carryforward $ 39,810,409 $ 37,713,107 Accrued vacation - 8,751 Non-qualified stock compensation 1,160,775 1,119,642 Capitalized Research & Development costs 3,417,706 2,325,391 Intangibles 2,569,559 - Total deferred tax assets 46,958,449 41,166,891 Less valuation allowance (46,958,449 ) (41,166,891 ) Total net deferred tax asset, net of valuation allowance $ — $ — |
Schedule of Reconciliation of Tax Computed at Statutory Federal Rate | The following is a reconciliation of tax computed at the statutory federal rate to the income tax expense (benefit) in the statements of operations for the years ended December 31, 2023 and 2022: Schedule of Reconciliation of Tax Computed at Statutory Federal Rate 2023 2022 Income tax benefit computed at statutory federal rate of 21 21 $ (4,337,705 ) $ (3,000,564 ) State income tax benefits, net of federal expense/benefit (1,204,720 ) (785,862 ) Prior year adjustment 150,533 - Change in valuation allowance 5,342,529 3,714,988 Non-deductible expenses 272 612 Other 49,091 70,826 Total provision (benefit) for income taxes $ — $ — |
Schedule of Reconciliation of Unrecognized Tax Benefits | A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows: Schedule of Reconciliation of Unrecognized Tax Benefits Balance as of December 31, 2021 $ 4,027,180 Additions based on tax positions related to the current year 940,106 Reductions for the tax positions of prior years (115,396 ) Expired Tax Credits due to 20-year life (17,043 ) Balance as of December 31, 2022 $ 4,834,847 Additions based on tax positions related to the current 46,229 Reductions for the tax positions of prior years (680,042 ) Expired Tax Credits due to 20-year life (31,680 ) Balance as of December 31, 2023 $ 4,169,354 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Supplemental Balance Sheet Information Related to Leases | Schedule of Supplemental Balance Sheet Information Related to Leases For the Year For the Year Weighted Average Remaining Lease Term In Years Operating leases 0.2 1.72 Weighted Average Discount Rate Operating leases 6.24 % 5.78 % |
Schedule of Operating lease liabilities | Maturities of operating lease liabilities are as follows: Schedule of Operating lease liabilities Year ended December 31: 2024 9,887 Total $ 9,887 Less: Imputed interest (76 ) Present value of lease liabilities $ 9,811 |
Schedule of Cost Component of Operating Leases | The cost component of operating leases is as follows: Schedule of Cost Component of Operating Leases For the Year For the Year Operating lease cost $ 191,359 $ 229,312 Short-term lease cost - - Total lease cost $ 191,359 $ 229,312 |
Schedule of Supplemental Cash Flow Information Related to Operating Leases | Supplemental cash flow information related to operating leases is as follows: Schedule of Supplemental Cash Flow Information Related to Operating Leases For the Year For the Year Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 195,257 $ 235,775 |
Basis of Presentation (Details
Basis of Presentation (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |
Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | |
Subsequent Event [Line Items] | |||
Net loss | $ (20,655,737) | $ (14,288,389) | |
Net cash provided by used in operating activities | 7,290,880 | 15,228,483 | |
Accumulated deficit | 206,218,254 | $ 185,562,517 | |
Proceeds from issuance or sale of equity | $ 800,000 | ||
Subsequent Event [Member] | |||
Subsequent Event [Line Items] | |||
Proceeds from issuance or sale of equity | $ 2,100,000 | ||
Net proceeds from issuance or sale of equity | $ 1,800,000 |
Significant Accounting Polici_3
Significant Accounting Policies (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Product Information [Line Items] | ||
Cash, Uninsured Amount | $ 3,102,203 | $ 11,176,785 |
Revenue from Contract with Customer, Excluding Assessed Tax | 37,653 | $ 131,521 |
Grant [Member] | ||
Product Information [Line Items] | ||
Revenue from Contract with Customer, Excluding Assessed Tax | $ 250,000 |
Schedule of Acquisition of Asse
Schedule of Acquisition of Assets (Details) - Odyssey Health Inc [Member] | Dec. 28, 2023 USD ($) |
Business Acquisition [Line Items] | |
Cash - Initial Payment | $ 1,000,000 |
Assumed Liabilities | 325,672 |
Total Fair Value of Considerations | 10,273,506 |
Preferred Stock [Member] | |
Business Acquisition [Line Items] | |
Equity - Preferred Stock | $ 8,947,834 |
Acquisition of Concussion Ass_3
Acquisition of Concussion Assets (Details Narrative) | Dec. 28, 2023 USD ($) |
Business Acquisition [Line Items] | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Accounts Payable | $ 325,672 |
Odyssey Health Inc [Member] | |
Business Acquisition [Line Items] | |
Business Combination, Consideration Transferred | 10,273,506 |
Payments to Acquire Businesses, Gross | 1,000,000 |
Odyssey Health Inc [Member] | Series F Preferred Stock [Member] | |
Business Acquisition [Line Items] | |
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | $ 8,000,000 |
Summary of Property and Equipme
Summary of Property and Equipment, Net (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 1,484,301 | |
Accumulated depreciation and amortization | (1,363,239) | |
Property and equipment, net | 0 | 121,062 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 20,742 | |
Laboratory Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 676,744 | |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 487,871 | |
Officeand Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 298,944 |
Property and Equipment, net (De
Property and Equipment, net (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation and amortization expense | $ 27,391 | $ 44,667 |
Loss on disposal of assets | 52,000 | |
Gain on sale of assets | $ 22,443 |
Summary of Accounts Payable and
Summary of Accounts Payable and Accrued Expenses (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Payables and Accruals [Abstract] | ||
Accounts payable trade | $ 1,244,947 | $ 246,690 |
Accrued expenses | 222,739 | 812,861 |
Professional fees | 31,101 | |
Vacation | 7,981 | 33,545 |
Total accounts payable and accrued expenses | $ 1,475,667 | $ 1,124,197 |
Summary of Short-Term Notes pay
Summary of Short-Term Notes payable (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Debt Disclosure [Abstract] | ||
Directors’ and officers’ liability | $ 312,703 | $ 267,640 |
Summary of Short-Term Notes p_2
Summary of Short-Term Notes payable (Details) (Parenthetical) - Directors and Officers Liability [Member] | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Director [Member] | |
Debt Instrument, Face Amount | $ 611,109 |
Debt Instrument, Periodic Payment | $ 54,366 |
Debt Instrument, Interest Rate, Stated Percentage | 9.55% |
Officers [Member] | |
Debt Instrument, Face Amount | $ 528,429 |
Debt Instrument, Periodic Payment | $ 64,316 |
Debt Instrument, Interest Rate, Stated Percentage | 6.24% |
Schedule of Expense and Other C
Schedule of Expense and Other Current Assets (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Prepaid Expense Assets Current And Long-term | ||
Prepaid research and expense, current | $ 2,471,809 | |
Prepaid insurance | 334,940 | 372,989 |
Other prepaid expense, current | 47,333 | |
Deposits | 17,940 | |
Prepaid research and development expense, long-term | 1,090,750 | 0 |
Total Current and Long-Term Prepaid Assets | $ 1,473,023 | $ 2,862,738 |
Schedule of Warrants Outstandin
Schedule of Warrants Outstanding and Exercisable (Details) | Dec. 31, 2023 $ / shares shares |
Class of Warrant or Right [Line Items] | |
Warrants Outstanding | 260,995 |
Exercisable Warrants Outstanding | 260,995 |
Range One [Member] | |
Class of Warrant or Right [Line Items] | |
Exercise Price | $ / shares | $ 186 |
Warrants Outstanding | 5,135 |
Exercisable Warrants Outstanding | 5,135 |
Expiration date | May 10, 2024 |
Range Two [Member] | |
Class of Warrant or Right [Line Items] | |
Exercise Price | $ / shares | $ 186 |
Warrants Outstanding | 6,694 |
Exercisable Warrants Outstanding | 6,694 |
Expiration date | Jul. 25, 2024 |
Range Three [Member] | |
Class of Warrant or Right [Line Items] | |
Exercise Price | $ / shares | $ 186 |
Warrants Outstanding | 10,888 |
Exercisable Warrants Outstanding | 10,888 |
Expiration date | Nov. 08, 2024 |
Range Four [Member] | |
Class of Warrant or Right [Line Items] | |
Exercise Price | $ / shares | $ 54 |
Warrants Outstanding | 32,033 |
Exercisable Warrants Outstanding | 32,033 |
Expiration date | Mar. 25, 2024 |
Range Five [Member] | |
Class of Warrant or Right [Line Items] | |
Exercise Price | $ / shares | $ 60 |
Warrants Outstanding | 52,911 |
Exercisable Warrants Outstanding | 52,911 |
Expiration date | Jul. 17, 2025 |
Range Six [Member] | |
Class of Warrant or Right [Line Items] | |
Exercise Price | $ / shares | $ 75 |
Warrants Outstanding | 153,334 |
Exercisable Warrants Outstanding | 153,334 |
Expiration date | May 01, 2025 |
Shareholders_ Equity (Details N
Shareholders’ Equity (Details Narrative) - USD ($) | 12 Months Ended | |||||||
Dec. 28, 2023 | Aug. 08, 2023 | Aug. 04, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 30, 2023 | Jan. 23, 2023 | Dec. 23, 2022 | |
Subsidiary, Sale of Stock [Line Items] | ||||||||
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | |||||
Common stocks shares outstanding | 3,080,693 | 2,024,657 | 2,000,000 | 117,000,000 | ||||
Common stock, shares authorized | 350,000,000 | 350,000,000 | 4,166,666 | 4,160,000 | 250,000,000 | |||
Preferred stock, shares authorized | 50,000,000 | 50,000,000 | 50,000,000 | |||||
Preferred stock, voting rights | The Series E Preferred Stock had super voting rights on the proposed amendment equal to 2,500 votes per share of Series E Preferred Stock. Pursuant to the Purchase Agreement, the investors agreed to vote their common stock in favor of the amendment. | |||||||
Common Stock [Member] | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Number of common stock issued | 140,000 | |||||||
Options vested number of shares | 110,000 | |||||||
Restricted stock awards | 30,000 | 140,000 | ||||||
Convertible preferred stock, shares | 6,667 | |||||||
Asset Purchase Agreement [Member] | Common Stock [Member] | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Common stock, par value | $ 0.001 | |||||||
Preferred stock vonvertible shares | 511,308 | |||||||
Asset Purchase Agreement [Member] | Series F Preferred Stock [Member] | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Preferred stock vonvertible shares | 511,308 | |||||||
Convertible preferred stock, shares | 8,000,000 | |||||||
Private Placement [Member] | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Number of common stock issued | 404,728 | |||||||
Private Placement [Member] | Securities Purchase Agreement [Member] | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Common stock, par value | $ 0.001 | |||||||
Private Placement [Member] | Securities Purchase Agreement [Member] | Series E Preferred Stock [Member] | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Preferred stock shares issued | 404,728 | |||||||
proceeds from offering | $ 850,000 |
Summary of Assumptions Used to
Summary of Assumptions Used to Estimate the Fair Value of Stock Options Granted (Details) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Defined Benefit Plan Disclosure [Line Items] | ||
Expected dividend yield | 0% | 0% |
Weighted-average expected volatility | 119% | 137% |
Weighted-average expected volatility | 152% | 150% |
Weighted-average risk-free interest rate | 3.93% | 1.28% |
Weighted-average risk-free interest rate | 4.84% | 3.09% |
Expected life of options | 10 years | |
Minimum [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Expected life of options | 5 years 6 months | |
Maximum [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Expected life of options | 6 years 3 months |
Summary of Stock Option Activit
Summary of Stock Option Activity (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | ||
Retirement Benefits [Abstract] | |||
Number of Options, Outstanding, Beginning Balance | 139,090 | ||
Weighted Average Exercise Price, Beginning Balance | $ 41.49 | ||
Weighted average remaining contractual term | 8 years 8 months 23 days | 7 years 10 months 6 days | |
Number of Options Outstanding, Granted | 144,204 | ||
Weighted Average Exercise Price, Granted | $ 5.11 | ||
Number of Options Outstanding, Exercised | |||
Weighted Average Exercise Price, Exercise | |||
Number of Options Outstanding, Forfeited | (38,561) | ||
Weighted Average Exercise Price, Forfeited | $ 52.94 | ||
Number of options, outstanding, ending balance | 244,733 | 139,090 | |
Weighted Average Exercise Price, Ending Balance | $ 20.17 | $ 41.49 | |
Aggregate Intrinsic Value Outstanding, Ending | [1] | $ 74,559 | |
Number of Options Outstanding, Exercisable Ending Balance | 176,559 | ||
Weighted Average Exercise Price, Exercisable Ending Balance | $ 25.02 | ||
Weighted average remaining contractual term, exercisable | 8 years 3 months 18 days | ||
Aggregate intrinsic value, exercisable | [1] | 48,063 | |
[1]The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying stock option awards and the closing market price of our common stock as of December 31, 2022, and December 31, 2023, respectively. |
Summary of Weighted Average Gra
Summary of Weighted Average Grant Fair Value of Stock Options (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Retirement Benefits [Abstract] | ||
Weighted average grant date fair value of stock options granted per share | $ 4.59 | $ 19.44 |
Intrinsic value of stock options exercised | ||
Grant date fair value of stock options that vested | $ 291,401 | $ 9,395 |
Schedule of Restricted Stock Ac
Schedule of Restricted Stock Activity (Details) | 12 Months Ended |
Dec. 31, 2023 $ / shares shares | |
Retirement Benefits [Abstract] | |
Number of non vested , beginning balance | shares | |
Weighted- Average Grant- Date Fair Value, Beginning balance | $ / shares | |
Stock granted | shares | 140,000 |
Weighted average grant date fair value, granted | $ / shares | $ 3.37 |
Number of non vested, vested | shares | (134,000) |
Weighted average grant date fair value, vested | $ / shares | $ 3.34 |
Number of non vested, forfeited | shares | |
Weighted average grant date fair value, forfeited | $ / shares | |
Number of non vested, ending balance | shares | 6,000 |
Weighted- Average Grant- Date Fair Value, Ending balance | $ / shares | $ 3.37 |
Stock Compensation Plan (Detail
Stock Compensation Plan (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Share based compensation expense | $ 550,082 | $ 742,203 |
Share-Based Payment Arrangement, Nonvested Award, Option, Cost Not yet Recognized, Amount | 287,858 | |
Fair value of restricted stock vested | 451,580 | |
Restricted stock based compensation expense | 466,745 | $ 0 |
Restricted Stock [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Unrecognized compensation | $ 5,055 | |
2021 Equity Incentive Plan [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Period | 3 years | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Expiration Period | 10 years |
Retirement Plan (Details Narrat
Retirement Plan (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Retirement Benefits [Abstract] | ||
Employee compensation plan percentage | 3% | |
Total contribution | $ 20,045 | $ 26,907 |
Schedule of Components of Provi
Schedule of Components of Provision for Income Taxes (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Current | ||
Deferred | (5,791,558) | (3,714,988) |
Valuation Allowance | 5,791,558 | 3,714,988 |
Total provision (Deferred benefit) for income taxes |
Summary of Components of Deferr
Summary of Components of Deferred Tax (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryforward | $ 39,810,409 | $ 37,713,107 |
Accrued vacation | 8,751 | |
Non-qualified stock compensation | 1,160,775 | 1,119,642 |
Capitalized Research & Development costs | 3,417,706 | 2,325,391 |
Intangibles | 2,569,559 | |
Total deferred tax assets | 46,958,449 | 41,166,891 |
Less valuation allowance | (46,958,449) | (41,166,891) |
Total net deferred tax asset, net of valuation allowance |
Schedule of Reconciliation of T
Schedule of Reconciliation of Tax Computed at Statutory Federal Rate (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Income tax benefit computed at statutory federal rate of 21% and 21%, respectively | $ (4,337,705) | $ (3,000,564) |
State income tax benefits, net of federal expense/benefit | (1,204,720) | (785,862) |
Prior year adjustment | 150,533 | |
Change in valuation allowance | 5,342,529 | 3,714,988 |
Non-deductible expenses | 272 | 612 |
Other | 49,091 | 70,826 |
Total provision (Deferred benefit) for income taxes |
Schedule of Reconciliation of_2
Schedule of Reconciliation of Tax Computed at Statutory Federal Rate (Details) (Parenthetical) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Statutory federal tax rate | 21% | 21% |
Schedule of Reconciliation of U
Schedule of Reconciliation of Unrecognized Tax Benefits (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Unrecognized Tax Benefits, Beginning Balance | $ 4,834,847 | $ 4,027,180 |
Additions based on tax positions related to the current year | 46,229 | 940,106 |
Reductions for the tax positions of prior years | (680,042) | (115,396) |
Expired tax credits due to 10-year life | (31,680) | (17,043) |
Unrecognized Tax Benefits, Ending Balance | $ 4,169,354 | $ 4,834,847 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Tax Credit Carryforward [Line Items] | |||
Deferred Tax Assets, Valuation Allowance | $ 46,958,449 | $ 41,166,891 | |
Operating Loss Carryforwards, Valuation Allowance | 5,791,558 | 3,714,988 | |
Operating Loss Carryforwards | 153,575,836 | 137,731,183 | |
Unrecognized Tax Benefits, Increase Resulting from Current Period Tax Positions | 46,229 | 940,106 | |
Unrecognized Tax Benefits | 4,169,354 | $ 4,834,847 | $ 4,027,180 |
Research and Development [Member] | |||
Tax Credit Carryforward [Line Items] | |||
Tax Credit Carryforward, Amount | $ 4,169,354 |
Schedule of Supplemental Balanc
Schedule of Supplemental Balance Sheet Information Related to Leases (Details) | Dec. 31, 2023 | Dec. 31, 2022 |
Commitments and Contingencies Disclosure [Abstract] | ||
Weighted Average Remaining Lease Term In Years | 2 months 12 days | 1 year 8 months 19 days |
Weighted Average Discount Rate | 6.24% | 5.78% |
Schedule of Operating lease lia
Schedule of Operating lease liabilities (Details) | Dec. 31, 2023 USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2024 | $ 9,887 |
Total | 9,887 |
Less: Imputed interest | (76) |
Present value of lease liabilities | $ 9,811 |
Schedule of Cost Component of O
Schedule of Cost Component of Operating Leases (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Operating lease cost | $ 191,359 | $ 229,312 |
Short-term lease cost | ||
Total lease cost | $ 191,359 | $ 229,312 |
Schedule of Supplemental Cash F
Schedule of Supplemental Cash Flow Information Related to Operating Leases (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases | $ 195,257 | $ 235,775 |
Commitments and Contingencies_2
Commitments and Contingencies (Details Narrative) | 1 Months Ended | 12 Months Ended | |||||
Dec. 31, 2019 USD ($) | Nov. 30, 2019 USD ($) | Nov. 30, 2016 USD ($) ft² | Dec. 31, 2014 USD ($) | Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | Jun. 30, 2019 | |
Loss Contingencies [Line Items] | |||||||
Operating Lease, Payments | $ 195,257 | $ 235,775 | |||||
Alachua Facility [Member] | |||||||
Loss Contingencies [Line Items] | |||||||
Payments for Rent | 276,493 | ||||||
Maximum [Member] | Alachua Facility [Member] | |||||||
Loss Contingencies [Line Items] | |||||||
Payments for Rent | $ 10,851 | ||||||
Operating Lease, Payments | $ 13,338 | ||||||
Alachua Facility [Member] | |||||||
Loss Contingencies [Line Items] | |||||||
Lessee, Operating Lease, Term of Contract | 5 years | ||||||
Alachua Facility [Member] | Minimum [Member] | |||||||
Loss Contingencies [Line Items] | |||||||
Payments for Rent | $ 9,641 | ||||||
Operating Lease, Payments | $ 12,870 | ||||||
Tampa Facility [Member] | |||||||
Loss Contingencies [Line Items] | |||||||
Payments for Rent | $ 69,464 | ||||||
Lessee, Operating Lease, Term of Contract | 3 years | ||||||
Area of Real Estate Property | ft² | 2,207 | ||||||
Lessee operating lease, description | The lease period for the office space was for thirty-six months commencing in March of 2017. | ||||||
Tampa Facility [Member] | Minimum [Member] | |||||||
Loss Contingencies [Line Items] | |||||||
Operating Lease, Payments | $ 4,524 | $ 4,138 | |||||
Tampa Facility [Member] | Maximum [Member] | |||||||
Loss Contingencies [Line Items] | |||||||
Operating Lease, Payments | $ 4,800 | $ 4,392 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - Common Stock [Member] - Subsequent Event [Member] | Mar. 01, 2024 $ / shares shares |
Subsequent Event [Line Items] | |
Number of shares issued | shares | 1,400,000 |
Common stock price per share | $ / shares | $ 1.50 |
Shares issued, price per share | $ / shares | $ 1.395 |
Number of shares of stock issued | shares | 210,000 |