Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2024 | May 12, 2024 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2024 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2024 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 001-36268 | |
Entity Registrant Name | MyMD Pharmaceuticals, Inc. | |
Entity Central Index Key | 0001321834 | |
Entity Tax Identification Number | 22-2983783 | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, Address Line One | 855 N. Wolfe Street | |
Entity Address, Address Line Two | Suite 623 | |
Entity Address, City or Town | Baltimore | |
Entity Address, State or Province | MD | |
Entity Address, Postal Zip Code | 21205 | |
City Area Code | (856) | |
Local Phone Number | 848-8698 | |
Title of 12(b) Security | Shares of Common Stock par value $0.001 per share | |
Trading Symbol | MYMD | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 2,307,632 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Current Assets | ||
Cash | $ 225,655 | $ 2,681,010 |
Marketable Securities | 1,509,358 | 2,242,106 |
Prepaid expenses | 725,159 | 893,226 |
Total Current Assets | 2,460,172 | 5,816,342 |
Non-Current Assets | ||
Lease Right-of-Use | 34,904 | 47,389 |
Goodwill | 10,498,539 | 10,498,539 |
Investment in Oravax Medical | 1,500,000 | 1,500,000 |
Total Non-Current Assets | 12,033,443 | 12,045,928 |
Total Assets | 14,493,615 | 17,862,270 |
Current Liabilities | ||
Trade and Other Payables | 3,861,232 | 3,716,218 |
Lease Liability | 35,981 | 48,870 |
Dividends Payable | 45,828 | 265,019 |
Derivative Liability | 61,000 | |
Warrant Liability | 867,000 | |
Total Current Liabilities | 3,973,023 | 4,988,089 |
Non-Current Liabilities | ||
Deferred Compensation Payable, net of current | 279,615 | 100,538 |
Total Non-Current Liabilities | 279,615 | 100,538 |
Total Liabilities | 4,252,638 | 5,088,627 |
Commitments and Contingencies | ||
Mezzanine Equity | ||
Series F Convertible Preferred Stock - Discount | (3,530,365) | (4,702,023) |
Series F Convertible Preferred Stock - Derivative | (1,046,778) | (1,394,184) |
Total Mezzanine Equity | 303,385 | 404,071 |
SHAREHOLDERS’ EQUITY | ||
Common Stock, par value $0.001, 16,666,666 shares authorized, 2,157,632 and 2,018,857 shares issued and outstanding as of March 31, 2024 and December 31, 2023 | 2,158 | 2,019 |
Additional Paid in Capital | 122,769,885 | 114,200,096 |
Accumulated Deficit | (112,978,975) | (101,977,067) |
Total Shareholders’ Equity | 9,937,592 | 12,369,572 |
Total Liabilities and Shareholders’ Equity | 14,493,615 | 17,862,270 |
Series F Convertible Preferred Stock [Member] | ||
Mezzanine Equity | ||
Series F Convertible Preferred Stock, 15,000 shares designated, par value $0,001 and a stated value of $1,000 per share, 4,988 and 6,633 shares issued and outstanding as of March 31, 2024 and December 31, 2023. Liquidation preference of $4,988,000 plus dividends at 10% per annum of $45,828 as of March 31, 2024 | 4,880,528 | 6,500,278 |
Series D Convertible Preferred Stock [Member] | ||
SHAREHOLDERS’ EQUITY | ||
Preferred Stock, value | 144,524 | 144,524 |
Related Party [Member] | ||
Current Liabilities | ||
Due to MyMD FL Shareholders | $ 29,982 | $ 29,982 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Dec. 31, 2023 | |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred Stock, Shares Authorized | 50,000,000 | 50,000,000 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 16,666,666 | 16,666,666 |
Common stock, shares issued | 2,157,632 | 2,018,857 |
Common stock, shares outstanding | 2,157,632 | 2,018,857 |
Series F Convertible Preferred Stock [Member] | ||
Temporary equity shares, authorized | 15,000 | 15,000 |
Temporary stock, par value | $ 1 | $ 1 |
Temporary stock, stated value | $ 1,000 | $ 1,000 |
Temporary stock, shares issued | 4,988 | 6,633 |
Temporary stock, shares outstanding | 4,988 | 6,633 |
Temporary equity, liquidation preference | $ 4,988,000 | |
Temporary stock dividend rate percentage | 10% | |
Temporary stock dividend | $ 45,828 | |
Series D Convertible Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred Stock, Shares Authorized | 211,353 | 211,353 |
Preferred stock, stated value | $ 0.01 | $ 0.01 |
Preferred stock, shares issued | 72,992 | 72,992 |
Preferred stock, shares issued | 72,992 | 72,992 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Comprehensive Loss (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Income Statement [Abstract] | ||
Product Revenue | ||
Product Cost of Sales | ||
Gross Income | ||
Administrative Expenses | 1,068,320 | 987,987 |
Research and Development Expenses | 1,198,938 | 770,430 |
Stock Based Compensation | 517,365 | 69,068 |
Warrant Issuance Expenses | 762,834 | |
Loss from Operations | (2,784,623) | (2,590,319) |
Other (Income) Expenses | ||
Interest and Dividend Income | (18,306) | (25,824) |
Gain/Loss on Sale of Investments | (175) | (175) |
FMV Change - Equity Investments | 899 | 1,712 |
FMV Change - Derivatives | (61,000) | 120,700 |
FMV Change - Warrants | 7,094,000 | (1,175,000) |
Total Other (Income) Expenses | 7,015,418 | (1,078,587) |
Loss Before Income Tax | (9,800,041) | (1,511,732) |
Income Tax Benefit | ||
Net Loss | (9,800,041) | (1,511,732) |
Preferred Stock Dividends | 1,201,867 | 158,333 |
Net Loss Attributable to Common Stockholders | $ (11,001,908) | $ (1,670,065) |
Net loss per common share - basic | $ (5.14) | $ (1.20) |
Net loss per common share - diluted | $ (5.14) | $ (1.20) |
Weighted average common shares outstanding - basic | 2,141,131 | 1,392,210 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Changes in Stockholders' Equity - USD ($) | Series F Convertible Preferred Stock [Member] Preferred Stock [Member] | Series F Convertible Preferred Stock [Member] | Series D Convertible Preferred Stock [Member] Preferred Stock [Member] | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Dec. 31, 2022 | $ 144,524 | $ 1,316 | $ 108,308,120 | $ (93,758,904) | $ 14,695,056 | |||
Temporary stock, Balance, shares at Dec. 31, 2022 | ||||||||
Temporary stock, Balance at Dec. 31, 2022 | ||||||||
Balance, shares at Dec. 31, 2022 | 72,992 | 1,315,674 | ||||||
Net loss | (1,511,732) | (1,511,732) | ||||||
Series F Convertible Preferred Stock Dividend | (158,333) | (158,333) | ||||||
Stock based compensation - stock options | $ 69,068 | $ 69,068 | ||||||
Round-up shares from the reverse split | 66 | (66) | ||||||
Round-up shares from the reverse split, Shares | 65,960 | |||||||
Issuance of shares of Series F Convertible Preferred Stock, net of discount and offering costs | $ 912,889 | $ 14,087,111 | ||||||
Issuance of shares of Series F Convertible Preferred Stock, net of discount and offering costs, shares | 15,000 | |||||||
Ending balance, value at Mar. 31, 2023 | $ 144,524 | $ 1,382 | 108,377,122 | (95,428,969) | 13,094,059 | |||
Temporary stock, Balance, shares at Mar. 31, 2023 | 15,000 | |||||||
Temporary stock, Balance at Mar. 31, 2023 | $ 912,889 | |||||||
Balance, shares at Mar. 31, 2023 | 72,992 | 1,381,634 | ||||||
Beginning balance, value at Dec. 31, 2022 | $ 144,524 | $ 1,316 | 108,308,120 | (93,758,904) | 14,695,056 | |||
Temporary stock, Balance, shares at Dec. 31, 2022 | ||||||||
Temporary stock, Balance at Dec. 31, 2022 | ||||||||
Balance, shares at Dec. 31, 2022 | 72,992 | 1,315,674 | ||||||
Redemption of shares of Series F Convertible Preferred Stock with cash and common stock, shares | 918 | |||||||
Ending balance, value at Dec. 31, 2023 | $ 144,524 | $ 2,019 | 114,200,096 | (101,977,067) | 12,369,572 | |||
Temporary stock, Balance, shares at Dec. 31, 2023 | 6,633 | 6,633 | ||||||
Temporary stock, Balance at Dec. 31, 2023 | $ 404,071 | 404,071 | ||||||
Balance, shares at Dec. 31, 2023 | 72,992 | 2,018,857 | ||||||
Net loss | (9,800,041) | (9,800,041) | ||||||
Issuance of common stock for vested restricted stock units | $ 1 | (1) | ||||||
Issuance of common stock for vested restricted stock units, shares | 908 | |||||||
Redemption of shares of Series F Convertible Preferred Stock with cash and common stock | $ (23,699) | |||||||
Redemption of shares of Series F Convertible Preferred Stock with cash and common stock, shares | (383) | 918 | ||||||
Accelerated Conversion of shares of Series F Convertible Preferred Stock | $ (26,300) | $ 131 | 88,357 | 88,488 | ||||
Accelerated Conversion of shares of Series F Convertible Preferred Stock, shares | (438) | 131,200 | ||||||
Redemption of shares of Series F Convertible Preferred Stock, with cash and common stock | $ (49,773) | |||||||
Redemption of shares of Series F Convertible Preferred Stock, with cash and common stock, shares | (812) | |||||||
Accelerated Conversion of shares of Series F Convertible Preferred Stock one | $ (914) | $ 7 | 3,068 | 3,075 | ||||
Accelerated Conversion of shares of Series F Convertible Preferred Stock One, shares | (12) | 6,667 | ||||||
Series F Convertible Preferred Stock Dividend | (1,201,867) | (1,201,867) | ||||||
Reclassification of warrant liability upon warrant modification | 7,961,000 | 7,961,000 | ||||||
Stock based compensation - stock options | 517,365 | $ 517,365 | ||||||
Issuance of shares of Series F Convertible Preferred Stock, net of discount and offering costs, shares | 137,867 | |||||||
Ending balance, value at Mar. 31, 2024 | $ 144,524 | $ 2,158 | $ 122,769,885 | $ (112,978,975) | $ 9,937,592 | |||
Temporary stock, Balance, shares at Mar. 31, 2024 | 4,988 | 4,988 | ||||||
Temporary stock, Balance at Mar. 31, 2024 | $ 303,385 | $ 303,385 | ||||||
Balance, shares at Mar. 31, 2024 | 72,992 | 2,157,632 |
Condensed Consolidated Statem_3
Condensed Consolidated Statement of Changes in Stockholders' Equity (Parenthetical) - USD ($) | 3 Months Ended | |||
Feb. 01, 2024 | Jan. 01, 2024 | Mar. 31, 2024 | Mar. 31, 2023 | |
Series F Convertible Preferred Stock [Member] | ||||
Stock redeemed | 812 | 383 | ||
Conversion of stock, amount converted | $ 1,429,871 | $ 1,429,871 | ||
Conversion of stock, shares converted | 438 | |||
[custom:ConversionOfStockSharesConvertedTwo] | 12 | |||
Number of shares issued | 15,000 | |||
Offering costs | $ 14,087,111 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Cash flows from operating activities: | |||
Net loss from ongoing operations | $ (9,800,041) | $ (1,511,732) | |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
(Gain)/loss on sale of securities | (175) | (175) | |
Loss on fair market value of equity investments | 899 | 1,712 | |
(Gain)/loss on fair market value of derivatives | (61,000) | 120,700 | |
(Gain)/loss on fair market value of warrants | 7,094,000 | (1,175,000) | |
Share based compensation: | |||
To directors - options | 189,350 | ||
To key employees - options | 298,755 | 19,908 | |
To non-employees - options | 29,260 | 49,160 | |
Change in assets and liabilities | |||
Prepaid expenses | 168,066 | (172,351) | |
Trade and other payables | 145,014 | (1,304,021) | |
Right-of-use liabilities | (404) | 157 | |
Deferred Compensation Payable | 179,077 | ||
Dividends Payable | (154,842) | ||
Net cash used by operating activities | (1,912,041) | (3,971,642) | |
Cash flows from investing activities: | |||
Purchases of marketable securities | (18,306) | (13,024,559) | |
Proceeds from sale of marketable securities | 750,330 | 1,749,970 | |
Net cash (used in)/provided by investing activities | 732,024 | (11,274,589) | |
Cash flows from financing activities | |||
Redemption of Series F Convertible Preferred Stock | (73,472) | ||
Dividends on Series F Convertible Preferred Stock | (1,133,762) | ||
Premium on Series F Convertible Preferred Stock | (68,104) | ||
Net proceeds from issuance of preferred stock | 14,685,689 | ||
Net cash (consumed)/provided by financing activities | (1,275,338) | 14,685,689 | |
Net decrease in cash and restricted cash | (2,455,355) | (560,542) | |
Cash and restricted cash at beginning of period | 2,681,010 | 749,090 | $ 749,090 |
Cash and restricted cash at end of period | 225,655 | 188,548 | $ 2,681,010 |
Supplemental cash flow information | |||
Interest | |||
Income Taxes | |||
Supplemental Schedule of Non-Cash Financing and Investing Activities | |||
Accrual of Series F Convertible Preferred Stock Dividend | 158,333 | ||
Initial fair value of warrant liabilities pursuant to the issuance of Series F Convertible Preferred Stock and Warrants | 10,623,000 | ||
Initial fair value of derivative liabilities pursuant to the issuance of Series F Convertible Preferred Stock and Warrants | 3,149,800 | ||
Reclass of warrant liability upon warrant modification | $ 7,961,000 |
Organization and Description of
Organization and Description of Business | 3 Months Ended |
Mar. 31, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Description of Business | Note 1 – Organization and Description of Business MyMD Pharmaceuticals, Inc. is a Delaware corporation (“MyMD”) that was incorporated in New Jersey prior to the Reincorporation (as defined below). These condensed consolidated financial statements include two wholly owned subsidiaries as of March 31, 2024, Akers Acquisition Sub, Inc. and Bout Time Marketing Corporation, (together, the “Company”). All material intercompany transactions have been eliminated in consolidation. MYMD-1 is an oral, next-generation TNF-α inhibitor with the potential to transform the way TNF-α based diseases are treated due to its selectivity and ability to cross the blood brain barrier . Its ease of oral dosing is a significant differentiator compared to currently available TNF-α inhibitors, all of which require delivery by injection or infusion. MYMD-1 has also been shown to selectively block TNF-α action where it is overactivated without preventing it from doing its normal job of responding to routine infection. MYMD-1 is doubly effective at inhibiting inflammation by blocking both TNF-a and IL-6 activity, whereas currently approved anti-TNF and anti-IL-6 treatments for RA can only target one or the other. In addition, in early clinical studies it has not been associated with serious side effects known to occur with traditional immunosuppressive therapies that treat inflammation. At the Company’s annual meeting of stockholders held on July 31, 2023, the stockholders approved a plan to merge the Company with and into a newly formed wholly owned subsidiary, MyMD Pharmaceuticals, Inc., a Delaware corporation (“MyMD Delaware”), with MyMD Delaware being the surviving corporation, for the purpose of changing the Company’s state of incorporation from New Jersey to Delaware (the “Reincorporation”). The Reincorporation was effected as of March 4, 2024. In connection with the Reincorporation to Delaware, the par value of the common and preferred stock was changed to $ 0.001 On February 14, 2024, the Company effected a 1-for-30 500,000,000 16,666,666 550,000,000 66,666,666 On March 4, 2024 (the “Effective Date”), MyMD Pharmaceuticals, Inc., a New Jersey corporation (“MyMD New Jersey”) merged with and into its wholly-owned subsidiary, MyMD Pharmaceuticals, Inc., a Delaware corporation (“MyMD Delaware”), with MyMD Delaware being the surviving corporation, pursuant to that certain Agreement and Plan of Merger, dated as of March 4, 2024, by and between MyMD New Jersey and MyMD Delaware (the “Plan of Merger”), for the purpose of changing the Company’s state of incorporation from New Jersey to Delaware (the “Reincorporation”). MyMD Delaware is deemed to be the successor issuer of MyMD New Jersey under Rule 12g-3 of the Securities Exchange Act of 1934, as amended. The Reincorporation did not result in any change in the Company’s name, business, management, fiscal year, accounting, location of the principal executive offices, assets or liabilities. In addition, the Company’s common stock retained the same CUSIP number and continued to trade on the Nasdaq Capital Market under the symbol “MYMD.” Holders of shares of the Company’s common stock did not have to exchange their existing MyMD New Jersey stock certificates for MyMD Delaware stock certificates. As of the Effective Date of the Reincorporation, the rights of the Company’s stockholders are governed by the Delaware General Corporation Law, the MyMD Delaware Certificate of Incorporation and the Bylaws of MyMD Delaware. Recent Events The February 2023 Offering On February 21, 2023, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain accredited investors (the “Investors”), pursuant to which it agreed to sell to the Investors (i) an aggregate of 15,000 1,000 6,651,885 2.255 6,651,885 3.18 3.18 4,716,904 Series F Convertible Preferred Stock The Preferred Shares became convertible upon issuance into Common Stock (the “Conversion Shares”) at the election of the holder at any time at an initial conversion price of $ 2.255 3.18 (i) the Conversion Price then in effect and (ii) the greater of (A) 80% of the average of the three lowest closing prices of the Company’s Common Stock during the thirty trading day period immediately prior to the date the amortization payment is due or (B) a “Floor Price” of $6.60 (subject to adjustment for stock splits, stock dividends, stock combinations, recapitalizations or other similar events) or, in any case, such lower amount as permitted, from time to time, by the Nasdaq Stock Market. 202.95 3,000,000 The holders of the Preferred Shares are entitled to dividends of 10% 15% 60.21 1,201,867 158,333 Notwithstanding the foregoing, the Company’s ability to settle conversions and make amortization and dividend make-whole payments using shares of Common Stock is subject to certain limitations set forth in the Certificate of Designations. Further, the Certificate of Designations contains a certain beneficial ownership limitation after giving effect to the issuance of shares of Common Stock issuable upon conversion of, or as part of any amortization payment or dividend make-whole payment under, the Certificate of Designations or Warrants. The Certificate of Designations includes certain Triggering Events (as defined in the Certificate of Designations), including, among other things, the Company’s failure to pay any amounts due to the holders of the Preferred Shares when due. In connection with a Triggering Event, each holder of Preferred Shares will be able to require the Company to redeem in cash any or all the holder’s Preferred Shares at a premium set forth in the Certificate of Designations. The Preferred Shares were determined to be more akin to a debt-like host than an equity-like host. The Company identified the following embedded features that are not clearly and closely related to the debt host instrument: 1) make-whole interest upon a contingent redemption event, 2) make-whole interest upon a conversion event, 3) an installment redemption upon an Equity Conditions Failure (as defined in the Certificate of Designations), and 4) variable share-settled installment conversion. These features were bundled together, assigned probabilities of being affected and measured at fair value. Subsequent changes in fair value of these features are recognized in the Condensed Consolidated Statements of Comprehensive Loss. The Company estimated at issuance the $ 3,149,800 1.90 120.0% 190.0% 1.35 6.8% 10.0% 15.0% 0.5% The discount to the fair value is included as a reduction to the carrying value of the Preferred Shares. During the three months ended March 31, 2023, the Company recorded a total discount of $ 14,087,111 3,149,800 314,311 10,623,000 During the three months ended March 31, 2024 and 2023, the Company recorded a gain of $ 61,000 120,700 0 2.39 95.0% 175.0% 0.25 6.2% 10.0% 15.0% 1.5% Common Stock Warrants Pursuant to the February 2023 Offering, the Company issued to investors Warrants to purchase 4,716,904 3.18 five years The Warrants were determined to be within the scope of ASC 480-10 as they are puttable to the Company at Holders’ election upon the occurrence of a Fundamental Transaction (as defined in the agreements). As such, the Company recorded the Warrants as a liability at fair value with subsequent changes in fair value recognized in earnings. The Company utilized the Black Scholes Model to calculate the value of these warrants issued during the three months ended March 31, 2023. The fair value of the Warrants of $ 10,623,000 0% 5.0 125.0% 4.09% Transaction costs incurred attributable to the issuance of the Warrants of $ 762,834 During the three months ended March 31, 2024, the Company recorded a loss of $ 7,094,000 7,961,000 0% 3.90 110.0% 4.31% During the three months ended March 31, 2023, the Company recorded a gain of $ 1,750,000 867,000 0% 4.15 120.0% 3.91% On May 14, 2024, the Company entered into an Amendment (the “Amendment”) with the Investors in the February 2023 Offering, effective as of March 31, 2024. The Amendment modified certain terms of the Warrants relating to the rights of the holders of the Warrants to provide that, in the event of a Fundamental Transaction (as defined in the Warrants) that is not within the Company’s control, including the Fundamental Transaction not being approved by the Company’s Board of Directors, the holder of the Warrant shall only be entitled to receive from the Company or any successor entity the same type or form of consideration (and in the same proportion), at the Black Scholes Value of the unexercised portion of such Warrant, that is being offered and paid to the holders of the Company’s common stock in connection with the Fundamental Transaction. The modification resulted in the reclassification of the Warrants to be considered equity classified as they were no longer in the scope of ASC 815. In accordance with ASC 815-40, the Company remeasured the Warrants at fair value as of March 31, 2024, the effective date of the modification, and recognized the change in fair value as a non-cash loss and reclassified the Warrants to additional paid-in capital at March 31, 2024. Reduction in Workforce During October and November 2023, the Company implemented a reduction in workforce, eliminating three of the Company’s ten employees. Separated employees were granted a severance package equal to one-quarter of their annual salary. Executive Officer Contract Amendments and Separations Effective November 13, 2023, the Company entered into an amendment to the employment agreement of Dr. Chris Chapman, its President and Chief Medical Officer, providing for Dr. Chapman’s annual base salary to be adjusted from five hundred thousand dollars ($500,000) (the “Full Base Salary”) to two hundred fifty thousand dollars ($250,000) in cash per annum, until payment of his Full Base Salary would no longer jeopardize the Company’s ability to continue as a going concern, as determined by the Company in its sole discretion. The amendment further provides that the remaining $250,000 of base salary per annum (the “Deferral Amount”) shall be deferred until payment of the Deferral Amount would no longer jeopardize the Company’s ability to continue as a going concern, as determined by the Company in its sole discretion, at which time the Deferral Amount may be paid, at Dr. Chapman’s election, in shares of Common Stock or in cash. As of March 31, 2024 and December 31, 2023, the Company had recognized a salary deferral of $86,538 and $28,846, respectively, which is included in Deferred Compensation Payable on the Condensed Consolidated Balance Sheets. In connection with an overall reduction in compensation paid to the Company’s directors implemented in November 2023, effective November 13, 2023, the Company entered into an amendment to the employment agreement of Christopher C. Schreiber, a Director and the Company’s former Executive Chairman, providing for Mr. Schreiber’s annual fee to be adjusted from three hundred thousand dollars ($300,000) (the “Full Fee”) to sixty thousand dollars ($60,000) in cash per annum, until payment of his Full Fee would no longer jeopardize the Company’s ability to continue as a going concern, as determined by the Company in its sole discretion. The amendment further provides that the remaining $240,000 of the fees per annum (the “Fee Deferral Amount”) shall be deferred until payment of the Fee Deferral Amount would no longer jeopardize the Company’s ability to continue as a going concern, as determined by the Company in its sole discretion, at which time the Fee Deferral Amount may be paid, at Mr. Schreiber’s election, in shares of Common Stock or in cash. The amendment also clarified that Mr. Schreiber’s title is “Director.” As of March 31, 2024 and December 31, 2023, the Company had recognized a salary deferral of $83,077 and $27,692, respectively, which is included in Deferred Compensation Payable on the Condensed Consolidated Balance Sheets. Effective November 13, 2023, the Company entered into an amendment to the employment agreement of Dr. Adam Kaplin, its Chief Scientific Officer, providing that Dr. Kaplin’s employment and had an initial term of four months, which the parties had the option to mutually agree to extend for additional consecutive terms of one month each. The amendment further provided that, in the event of termination without cause by the Company prior to the end of the initial term, Dr. Kaplin shall receive his monthly base salary through the end of the initial term. The amendment further provided that all outstanding and unvested shares granted pursuant to the Nonqualified Stock Option Agreement, dated June 7, 2023, between the Company and Dr. Kaplin shall accelerate upon the termination of Dr. Kaplin’s employment. Dr. Kaplin’s amendment further provided that, in the event of a termination for any reason prior to the end of the first renewal term following the end of the initial term, the Company will continue to cover the costs of Dr. Kaplin’s health insurance coverage through the end of the first renewal term, subject to the execution and timely return of a release. Dr. Kaplin’s employment was terminated effective April 15, 2024. Effective November 13, 2023, the Company entered into a mutual employment separation agreement with Paul M. Rivard, its Chief Legal Officer. The separation agreement provides for a lump-sum severance payment equal to three months of his normal base salary in exchange for a waiver and release. The separation agreement further provides that Mr. Rivard will be deemed a contractor providing services to the Company for purposes of any awards previously granted to him under the 2021 Plan if at the relevant time(s) he is providing services to the Company while under the employ of a law firm representing the Company. Director’s Deferral of Board Service Fees On November 13, 2023, the Board approved certain adjustments to the director fees. Mr. Silverman’s fees were decreased from $ 216,000 60,000 156,000 96,000 60,000 36,000 110,000 44,000 |
Significant Accounting Policies
Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | Note 2 – Significant Accounting Policies (a) Basis of Presentation The condensed consolidated financial statements of the Company are prepared in U.S. Dollars and in accordance with accounting principles generally accepted in the United States of America (US GAAP). The accompanying unaudited condensed financial statements have been prepared by the Company. These statements include all adjustments (consisting only of normal recurring adjustments) which management believes necessary for a fair presentation of the statements and have been prepared on a consistent basis using the accounting policies described in Note 2 Significant Accounting Policies included in the Notes to Financial Statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, as filed with the Securities and Exchange Commission on April 1, 2024 (the “2023 Annual Report”). Certain financial information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the accompanying disclosures are adequate to make the information presented not misleading. The Notes to Financial Statements included in the 2023 Annual Report should be read in conjunction with the accompanying interim financial statements. The interim operating results for the three months ended March 31, 2024 may not be necessarily indicative of the operating results expected for the full year or any future period. (b) Use of Estimates and Judgments The preparation of financial statements in conformity with US GAAP requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities and expenses. Actual results may differ from these estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimates are revised and in any future periods affected. Information about significant areas of estimation, uncertainty and critical judgments in applying accounting policies that have the most significant effect on the amounts recognized in the financial statements is included in the following notes for recording the fair value of financial instruments, derivative financial instruments valuations, research and development expenses, impairment of intangible assets and the valuation of share-based payments. (c) Functional and Presentation Currency These condensed consolidated financial statements are presented in U.S. Dollars, which is the Company’s functional currency. All financial information has been rounded to the nearest dollar. Foreign Currency Transaction Gains or Losses, resulting from cash balances denominated in Foreign Currencies, are recorded in the Condensed Consolidated Statements of Comprehensive Loss. (d) Comprehensive Income (Loss) The Company follows Financial Accounting Standards Board Accounting Standards Codification (“FASB ASC”) 220 in reporting comprehensive income. Comprehensive income (loss) is a more inclusive financial reporting methodology that includes disclosure of certain financial information that historically has not been recognized in the calculation of net income (loss). Since the Company has no items of other comprehensive income (loss), comprehensive loss is equal to net loss. (e) Cash and Cash Equivalents The Company considers all highly liquid investments, which include short-term bank deposits (up to three months from date of deposit) that are not restricted as to withdrawal date or use, to be cash equivalents. (f) Fair Value of Financial Instruments Fair value measurements discussed herein are based upon certain market assumptions and pertinent information available to management as of and during the three months ended March 31, 2024. The carrying amounts of cash equivalents, accounts receivable, other current assets, other assets, accounts payable, and accrued expenses approximated their fair values as of March 31, 2024 due to their short-term nature. The fair value of the bifurcated embedded derivative related to the convertible preferred stock was estimated using a Monte Carlo simulation model, which uses as inputs the fair value of the Company’s common stock and estimates for the equity volatility and traded volume volatility of the Company’s common stock, the time to maturity of the convertible preferred stock, the risk-free interest rate for a period that approximates the time to maturity, dividend rate, a penalty dividend rate, and the probability of default. The fair value of the warrant liabilities was estimated using the Black Scholes Model which uses as inputs the following weighted average assumptions: dividend yield, expected term in years; equity volatility; and risk-free interest rate. Fair Value Measurement The framework for measuring fair value provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy under FASB ASC 820 are described as follows: Level 1 Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets that the Company can access. Level 2 Inputs to the valuation methodology include: ● quoted prices for similar assets or liabilities in active markets; ● quoted prices for identical or similar assets or liabilities in inactive markets; ● inputs other than quoted prices that are observable for the asset or liability; ● inputs that are derived principally from or corroborated by observable market data by correlation or other means If the asset or liability has a specified (contractual) term, the level 2 input must be observable for substantially the full term of the asset or liability. Level 3 Inputs to the valuation methodology are unobservable and significant to the fair value measurement. The asset or liability’s fair value measurement level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. Valuation techniques maximize the use of relevant observable inputs and minimize the use of unobservable inputs. (f) Fair Value of Financial Instruments, continued The following is a description of the valuation methodologies used for assets measured at fair value as of March 31, 2024 and December 31, 2023. Schedule of Marketable Securities Marketable Securities: Quoted Prices Quoted Prices Significant Marketable securities at March 31, 2024 $ 1,509,358 $ - $ - Marketable securities at December 31, 2023 $ 2,242,106 $ - $ - Marketable securities are classified as available for sale and are valued at fair market value. Maturities of the securities are less than one year. As of March 31, 2024 and December 31, 2023, the Company held certain mutual funds, which, under FASB ASC 321-10, were considered equity investments. As such, the change in fair value in the three months ended March 31, 2024 and 2023 was a loss of $ 899 1,712 Gains resulting from the sales of marketable securities were $ 175 175 Proceeds from the sales of marketable securities in the three months ended March 31, 2024 and 2023 were $ 750,330 1,749,970 18,306 13,024,559 Fair Value on a Recurring Basis The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. The estimated fair value of the warrant liabilities and bifurcated embedded derivatives represent Level 3 measurements. The following table presents information about the Company’s liabilities that are measured at fair value on a recurring basis as of March 31, 2024, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Schedule of Fair Value Hierarchy of the Valuation Inputs March 31, Description Level 2024 Liabilities: Warrant liabilities (Note 3) 3 $ 7,961,000 Derivative liabilities (Note 3) 3 $ - December 31, Description Level 2023 Liabilities: Warrant liabilities (Note 3) 3 $ 867,000 Derivative liabilities (Note 3) 3 $ 61,000 The following table sets forth a summary of the change in the fair value of the warrant liabilities that is measured at fair value on a recurring basis for the three months ended March 31, 2024: Summary of Change in Fair Value of Warrant Liabilities Balance on December 31, 2023 $ 867,000 Issuance of warrants reported at fair value - Change in fair value of warrant liabilities 7,064,000 Reclassification of warrant liability to equity upon warrant modification (7,091,000 ) Balance on March 31, 2024 $ - The following table sets forth a summary of the change in the fair value of the derivative liabilities that is measured at fair value on a recurring basis for the three months ended March 31, 2024: Summary of Change in Fair Value of Derivative Liabilities Balance on December 31, 2023 $ 61,000 Issuance of convertible preferred stock with derivative liabilities - Change in fair value of derivative liabilities (61,000 ) Balance on March 31, 2024 $ - (g) Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “ Derivatives and Hedging The Company has determined that the Series F Convertible Preferred Stock warrants are derivatives that are required to be accounted for as liabilities. The Company has also determined that the following embedded features in the preferred stock are not clearly and closely related to the debt host instrument: 1) make-whole interest upon a contingent redemption event, 2) make-whole interest upon a conversion event, 3) an installment redemption upon an Equity Conditions Failure (as defined in the Certificate of Designation), and 4) variable share-settled installment conversion and as such are bifurcated from the preferred stock and accounted for as liabilities. The fair value of the warrants and embedded features are estimated using internal valuation models. The Company’s valuation models utilize inputs and other assumptions and may not be reflective of the price at which they can be settled. Warrants The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480, Distinguishing Liabilities fromE quity For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be liability classified and recorded at their initial fair value on the date of issuance and remeasured at fair value and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the Statements of Comprehensive Income (Loss). Modification of warrants The Company applies the guidance in ASC 815-40 to account for warrants that are liability classified that are subsequently modified resulting in a reclassification to equity. The warrants are remeasured at fair value on the modification date, the change in fair value is recognized as a non-cash gain or loss on the Statement of Comprehensive Income (Loss), and the warrants are reclassified to additional paid-in capital. (h) Prepaid Expenses Prepaid expenses represent expenses paid prior to the date that the related services are rendered or used are comprised principally of prepaid insurance and research and development expenses. (i) Concentrations Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash on deposit with financial institutions and accounts receivable. At times, the Company’s cash in banks exceeds the FDIC insurance limit. The Company has not experienced any loss because of these cash deposits. These cash balances are maintained with two banks as of March 31, 2024. (j) Risk Management of Cash and Investments It is the Company’s policy to minimize the Company’s capital resources to investment risks, prioritizing the preservation of capital over investment returns. Investments are maintained in securities, primarily publicly traded, short-term money market funds based on highly rated federal, state and corporate bonds, that minimize the risk to the Company’s capital resources and provide ready access to funds. The Company’s investment portfolios are regularly monitored for risk and are held with one brokerage firm. (k) Investments Investments recorded using the cost method will be assessed for any decrease in value that has occurred that is other than temporary and the other than temporary decrease in value shall be recognized. As and when circumstances and facts change, the Company will evaluate the Company’s ability to significantly influence operational and financial policy to establish a basis for converting the investment accounted for using the cost method to the equity method of valuation in accordance with FASB ASC 323. In accordance with FASB ASC 323, the Company recognizes investments in joint ventures based upon the Company’s ability to significantly influence the operational or financial policies of the joint venture. An objective judgment of the level of influence is made at the time of the investment based upon several factors including, but not limited to the following: a) Representation on the Board of Directors b) Participation in policy-making processes c) Material intra-entity transactions d) Interchange of management personnel e) Technological dependencies f) Extent of ownership and the ability to influence decision making based upon the makeup of other owners when the shareholder group is small. The Company follows the equity method for valuating investments in joint ventures when the existence of significant influence over operational and financial policy has been established, as determined by management; otherwise, the Company will valuate these investments using the cost method. In accordance with FASB ASC 321-10-35-2, the Company has elected to measure its investment in Oravax Medical, Inc. (“Oravax”) (Note 3) as an equity security without a readily determinable fair value. Under this election, an equity security without a readily available fair value is reflected at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer. At each reporting period, the Company is required to make a qualitative assessment considering impairment indicators to evaluate whether the investment is impaired. If deemed impaired, the Company is required to estimate the fair value of the investment and recognize an impairment loss equal to the difference between the fair value of the investment and its carry amount. As of March 31, 2024, the Company performed a qualitative assessment to evaluate whether the investment is impaired and determined that the investment was not impaired and thus no adjustment to fair market value was required as of March 31, 2024. (l) Property, Plant and Equipment Items of property, plant and equipment are measured at cost less accumulated depreciation and accumulated impairment losses. Costs include expenditures that are directly attributable to the acquisition of the asset. Gains and losses on disposal of an item of property, plant and equipment are determined by comparing the proceeds from disposal with the carrying amount of property, plant and equipment and are recognized within “other (income)/expense” in the Condensed Consolidated Statements of Comprehensive Loss. Depreciation is recognized over the estimated useful lives of the property, plant and equipment. Leased assets are depreciated over the shorter of the lease term or their useful lives. The estimated useful lives for the current and comparative periods are as follows: Schedule of Estimated Useful Lives of Property Plant and Equipment Useful Life (in years) Plant and equipment 5 12 Furniture and fixtures 5 10 Computer equipment & software 3 5 Leasehold Improvements Shorter of the remaining lease or estimated useful life Depreciation methods, useful lives and residual values are reviewed at each reporting date. (m) Intangible Assets The Company’s long-lived intangible assets, other than goodwill, are assessed for impairment when events or circumstances indicate there may be an impairment. These assets were initially recorded at their estimated fair value at the time of acquisition and assets not acquired in acquisitions were recorded at historical cost. However, if their estimated fair value is less than the carrying amount, other intangible assets with indefinite lives are reduced to their estimated fair value through an impairment charge in the Condensed Consolidated Statements of Comprehensive Loss. Patents and Trade Secrets Propriety protection for the Company’s products, technology and process is important to its competitive position. As of March 31, 2024, the Company has 17 issued U.S. patents, 64 foreign patents, 2 pending U.S. patent applications and 10 foreign patent applications pending in such jurisdictions as Australia, Canada, China, European Union, Israel, Japan and South Korea, which if issued are expected to expire between 2036 and 2041. Management intends to protect all other intellectual property (e.g. copyrights, trademarks, and trade secrets) using all legal remedies available to the Company. The Company records expenses related to the application for and maintenance of patents as a component of research and development expenses on the Condensed Consolidated Statement of Comprehensive Loss. Patent Costs Patents may be purchased from third parties. The costs of acquiring the patent are capitalized as patent costs if it represents a future economic benefit to the Company. Once a patent is acquired it is amortized over its remaining useful life and assessed for impairment when necessary. Other Intangible Assets Other intangible assets that are acquired by the Company, which have definite useful lives, are measured at cost less accumulated amortization and accumulated impairment losses. Amortization Amortization is recognized on a straight-line basis over the estimated useful lives of intangible assets, other than goodwill, from the date that they are available for use. The estimated useful lives for the current and comparative periods are as follows: Schedule of Estimated Useful Lives of Intangible Assets Useful Life (in years) Patents and trademarks 12 17 (n) Goodwill Goodwill is evaluated annually for impairment or whenever we identify certain triggering events or circumstances that would more likely than not reduce the fair value below its carrying amount. Events or circumstances that might indicate an interim evaluation is warranted include, among other things, unexpected adverse business conditions, economic factors (for example, the loss of key personnel), supply costs, unanticipated competitive activities, and acts by governments and courts. (o) Recoverability of Long-Lived Assets In accordance with FASB ASC 360-10-35 “Impairment or Disposal of Long-lived Assets”, long-lived assets to be held and used are analyzed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be fully recoverable or that the useful lives of those assets are no longer appropriate. The Company evaluates at each balance sheet date whether events and circumstances have occurred that indicate possible impairment. The Company determines the existence of such impairment by measuring the expected future cash flows (undiscounted and without interest charges) and comparing such amount to the carrying amount of the assets. An impairment loss, if one exists, is then measured as the amount by which the carrying amount of the asset exceeds the discounted estimated future cash flows. Assets to be disposed of are reported at the lower of the carrying amount or fair value of such assets less costs to sell. Asset impairment charges are recorded to reduce the carrying amount of the long-lived asset that will be sold or disposed of to their estimated fair values. Charges for the asset impairment reduce the carrying amount of the long-lived assets to their estimated salvage value in connection with the decision to dispose of such assets. (p) Right-of-Use Assets The Company leases a facility in Baltimore, Maryland (“2021 Wolfe St”) under an operating lease (“2021 Baltimore Lease”) with annual rentals of $ 52,800 56,016 12 November 30, 2022 12 The Company leased a facility in Tampa, Florida (“Platt St”) under an operating lease (“Platt Street Lease”) with annual rentals of $ 22,030 23,259 In accordance with FASB ASC, Topic 842, Leases (“ASC 842”), which increases transparency and comparability by recognizing a lessee’s rights and obligations resulting from leases by recording them on the balance sheet as lease assets and lease liabilities. The guidance requires the recognition of the right-of-use (“ROU”) assets and related operating and finance lease liabilities on the balance sheet. The Company utilizes the package of practical expedients permitted within the standard, which allows an entity to forgo reassessing (i) whether a contract contains a lease, (ii) classification of leases, and (iii) whether capitalized costs associated with a lease meet the definition of initial direct costs. Also, the Company elected the expedient allowing an entity to use hindsight to determine the lease term and impairment of ROU assets and the expedient to allow the Company to not have to separate lease and non-lease components. The Company has also elected the short-term lease accounting policy under which the Company would not recognize a lease liability or ROU asset for any lease that at the commencement date has a lease term of twelve months or less and does not include a purchase option that the Company is more than reasonably certain to exercise. For operating leases, the lease liability is initially and subsequently measured at the present value of the unpaid lease payments. The Company generally uses its incremental borrowing rate as the discount rate for leases, unless an interest rate is implicitly stated in the lease. The present value of the lease payments is calculated using the incremental borrowing rate for operating leases, which was determined using a portfolio approach based on the rate of interest that the Company would have to pay to borrow an amount equal to the lease payments on a collateralized basis over a similar term. The lease term for all the Company’s leases includes the non-cancellable period of the lease plus any additional periods covered by either a Company option to extend the lease that the Company is reasonably certain to exercise, or an option to extend the lease controlled by the lessor. All ROU assets are reviewed for impairment. Lease expense for operating leases consists of the lease payments plus any initial direct costs and is recognized on a straight-line basis over the lease term. The Company’s operating leases are comprised of the 2021 Baltimore Lease and the Platt Street Lease on the Condensed Consolidated Balance Sheets. The information related to these leases are presented below: Schedule of Condensed Consolidated Balance Sheet Information Related to Operating Lease Balance Sheet Location Lease Lease Total Lease Lease Total As of March 31, 2024 As of December 31, 2023 Platt Street 2021 Baltimore Platt Street 2021 Baltimore Balance Sheet Location Lease Lease Total Lease Lease Total Operating Lease Lease Right of Use $ - $ 34,904 $ 34,904 $ - $ 47,389 $ 47,389 Lease Payable, current - 35,981 35,981 - 48,870 48,870 Lease Payable - net of current - - - - - - The following provides details of the Company’s lease expense: Schedule of Lease Expense Lease Expenses Lease Lease Total Lease Lease Total For the Three Months Ended For the Three Months Ended Platt Street 2021 Baltimore Platt Street 2021 Baltimore Lease Expenses Lease Lease Total Lease Lease Total Operating Leases Lease Costs $ - $ 13,600 $ 13,600 $ 5,660 $ 13,600 $ 19,260 Other information as of March 31, 2024 related to leases is presented below: Schedule of Other Information Related to Leases Platt Street 2021 Baltimore Other Information Lease Lease Total Operating Leases Operating cash used $ - $ 9,336 $ 9,336 Average remaining lease term - 8 8 Average discount rate 10.0 % 10.0 % 10.0 % As of March 31, 2024, the annual minimum lease payments of the Company’s operating lease liabilities were as follows: Schedule of Operating Lease Minimum Lease Payments Platt Street 2021 Baltimore Lease Lease Total For Years Ending December 31, 2024 - 36,267 36,267 Total future minimum lease payments, undiscounted $ - $ 36,267 $ 36,267 Less: Imputed interest - 286 286 Present value of future minimum lease payments $ - $ 35,981 $ 35,981 (q) Revenue Recognition The Company will recognize revenue under ASC 606, Revenue from Contracts with Customers. The core principle of the revenue standard is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The Company only applies the five-step model to contracts when it is probable that the Company will collect the consideration it is entitled to in exchange for the goods and services transferred to the customer. The following five steps are applied to achieve that core principle: 1) Identify the contract with the customer 2) Identify the performance obligations in the contract 3) Determine the transaction price 4) Allocate the transaction price to the performance obligations in the contract 5) Recognize revenue when the company satisfies a performance obligation (r) Income Taxes The Company utilizes an asset and liability approach for financial accounting and reporting for income taxes. The provision for income taxes is based upon income or loss after adjustment for those permanent items that are not considered in the determination of taxable income. Deferred income taxes represent the tax effects of differences between the financial reporting and tax basis of the Company’s assets and liabilities at the enacted tax rates in effect for the years in which the differences are expected to reverse. The Company evaluates the recoverability of deferred tax assets and establishes a valuation allowance when it is more likely than not that some portion or all the deferred tax assets will not be realized. Management makes judgments as to the interpretation of the tax laws that might be challenged upon an audit and cause changes to previous estimates of tax liability. In management’s opinion, adequate provisions for income taxes have been made. If actual taxable income by tax jurisdiction varies from estimates, additional allowances or reversals of reserves may be necessary. Tax benefits are recognized only for tax positions that are more likely than not to be sustained upon examination by tax authorities. The amount recognized is measured as the largest amount of benefit that is greater than 50 percent likely to be realized upon settlement. A liability for “unrecognized tax benefits” is recorded for any tax benefits claimed in the Company’s tax returns that do not meet these recognition and measurement standards. As of March 31, 2024 and December 31, 2023, no liability for unrecognized tax benefits was required to be reported. There was no The Company’s policy for recording interest and penalties associated with tax audits is to record such items as a component of general and administrative expense. There were no Tax years from 2020 through 2023 remain subject to examination by federal and state jurisdictions. (s) Basic and Diluted Earnings per Share of Common Stock Basic earnings per common share is based on the weighted average number of shares outstanding during the periods presented. Diluted earnings per share is computed using the weighted average number of common shares plus dilutive common share equivalents outstanding during the period. Potential common shares that would have the effect of increasing diluted earnings per share are considered anti-dilutive. Diluted net loss per share is computed using the weighted average number of shares of Common Stock and dilutive potential Common Stock outstanding during the period. As the Company reported a net loss for the three months ended March 31, 2024 and 2023, Common Stock equivalents were anti-dilutive. As of March 31, 2024 and 2023, the following securities are excluded from the calculation of weighted average dilutive common shares because their inclusion would have been anti-dilutive: Schedule of Anti-dilutive Securities Excluded from Computation of Earnings Per Share 2024 2023 For the Three Months Ended 2024 2023 Stock Options 47,286 145,907 Unvested Restricted Stock Units 88,668 93169 Warrants to purchase Common Stock 4,933,622 4,934,106 Pre-funded Warrants to purchase Common Stock - 4,505 Series C Convertible Preferred Warrants 918 918 Series D Convertible Preferred Stock 1,217 1,217 Series F Convertible Preferred Stock 1,568,553 4,716,981 Total potentially dilutive shares 6,640,264 9,896,803 (t) Stock-based Payments The Company accounts for stock-based compensation under the provisions of Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 718, “Compensation - Stock Compensation”, which requires the measurement and recognition of compensation expense for all stock-based awards made to employees and directors based on estimated fair values on the grant date. The Company estimates the fair value of stock-based awards on the date of grant using the Black-Scholes model. The value of the portion of the award that is ultimately expected to vest is recognized as expense over the requisite service periods using the straight-line method. In June 2018, the FASB issued ASU No. 2018-07, Compensation – Stock Compensation (Topic 718), Improvements to Nonemployee Share-Based Payment Accounting (the “2018 Update”). The amendments in the 2018 Update expand the scope of Topic 718 to include share-based payment transactions for acquiring goods and services from non-employees. Prior to the 2018 Update, Topic 718 applied only to share-based transactions to employees. Consistent with the accounting requirement for employee share-based payment awards, nonemployee share-based payment awards within the scope of Topic 718 are measured at grant-date fair value of the equity instruments that an entity is obligated to issue when the good has been delivered or the service has been rendered and any other conditions necessary to earn the right to benefit from the instruments have been satisfied. The Company has elected to account for forfeiture of stock-based awards as they occur. (u) Research and Development Costs In accordance with FASB ASC 730, research and development costs are expensed as incurred and consist of fees paid to third parties that conduct certain research and development activities on the Company’s behalf. (v) Recently Issued Accounting Pronouncements As of March 31, 2024 and for the three months then ended, there were no recently issued accounting pronouncements that had a material effect on the Company’s consolidated financial statements. |
Going Concern
Going Concern | 3 Months Ended |
Mar. 31, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern | Note 3 – Going Concern The Company has evaluated whether there are certain conditions and events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the consolidated financial statements are issued. The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has sustained a net loss attributable to common stockholders of $ 11,001,908 1,670,065 1,912,041 3,971,642 |
Trade and Other Payables
Trade and Other Payables | 3 Months Ended |
Mar. 31, 2024 | |
Payables and Accruals [Abstract] | |
Trade and Other Payables | Note 4 – Trade and Other Payables Trade and other payables consist of the following: Schedule of Trade and Other Payables March 31, 2024 December 31, 2023 Accounts Payable – Trade $ 3,350,185 $ 3,079,080 Accrued Expenses 511,047 637,138 Trade and other payables, Total $ 3,861,232 $ 3,716,218 |
Stock-based Payments
Stock-based Payments | 3 Months Ended |
Mar. 31, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-based Payments | Note 5 – Stock-based Payments Equity incentive Plans 2013 Stock Incentive Plan On January 23, 2014, the Company adopted the 2013 Stock Incentive Plan (“2013 Plan”). The 2013 Plan was amended by the Board on January 9, 2015 and September 30, 2016, and such amendments were ratified by shareholders on December 7, 2018. The 2013 Plan provides for the issuance of up to 73 54 19 2016 Stock Incentive Plan In 2016, pre-Merger MyMD Florida adopted the MyMD Pharmaceuticals, Inc. Amended and Restated 2016 Equity Incentive Plan (the “2016 Plan”). The 2016 Plan provided for the issuance of up to 50,000,000 shares of the Company’s Common Stock. As of March 31, 2024, no options were outstanding and no shares of Common Stock remain available for issuance under the 2016 Plan. Pursuant to the Merger Agreement, effective as of the effective time of the Merger, the Company assumed pre-Merger MyMD Florida’s Second Amendment to Amended and Restated 2016 Stock Incentive Plan (collectively with the 2016 Plan, the “MyMD Florida Incentive Plan”), assuming all of pre-Merger MyMD Florida’s rights and obligations with respect to the options issued thereunder (except that the term of each options was amended to expire on the second-year anniversary of the effective time of closing). All such options expired on April 16, 2023. 2017 Stock Incentive Plan On August 7, 2017, the shareholders approved, and the Company adopted the 2017 Stock Incentive Plan (“2017 Plan”). The 2017 Plan provides for the issuance of up to 118 93 25 2018 Stock Incentive Plan On December 7, 2018, the shareholders approved, and the Company adopted the 2018 Stock Incentive Plan (“2018 Plan”). On August 27, 2020, the 2018 Plan was modified to increase the total authorized shares. The 2018 Plan, as amended, provides for the issuance of up to 18,670 8,769 9,901 2021 Stock Incentive Plan On April 15, 2021, the shareholders approved, and the Company adopted the 2021 Stock Incentive Plan (“2021 Plan”). The 2021 Plan provides for the issuance of up to 240,940 230,318 10,622 Stock Options The following table summarizes the activities for MyMD stock options for the three months ended March 31, 2024: Summary of Stock Options Activity Weighted Average Weighted Weighted Remaining Average Average Contractual Aggregate Number of Exercise Grant Date Term Intrinsic Shares Price Fair Value (years) Value Balance at December 31, 2023 139,840 $ 46.09 $ 42.34 8.17 $ - Granted - - - - - Exercised - - - - - Forfeited - - - - - Canceled/Expired - - - - - Balance at March 31, 2024 139,840 $ 46.09 $ 42.34 7.92 $ - Exercisable as of March 31, 2024 47,286 $ 56.44 $ 51.49 7.23 $ - The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying awards and the closing stock price of $ 2.39 7.77 On January 28, 2022, the Company’s Compensation Committee approved the issuance of 6,668 107.70 717,660 118.80 118.80 124.43 1.74 On June 21, 2022, the Company granted 3,334 stock options under the 2021 Plan to a third-party consultant in consideration of services rendered. These shares had a grant date fair value of $ 59.70 per share or a cumulative fair market value of $ 199,360 as calculated using Black-Scholes (exercise price $ 69.00 per share, stock price $ 69.00 per share, volatility of 130.51 %, discount rate of 3.24 % and five -year term). The grant vested immediately and expire on June 21, 2027. The Company is amortizing the expense over twelve months, the term of the consulting agreement. On June 7, 2023, the Company issued 66,503 options to the directors and key employees. These shares had a grant date fair value of $ 47.10 per share or a cumulative fair market value of $ 3,128,759 as calculated using Black-Scholes (exercise price $ 49.00 per share, stock price $ 49.00 per share, volatility of 115.94 %, discount rate of 3.79 % and a ten -year term). One-third of the options vested on the grant date, one-third vest on the first anniversary of the grant and one-third vest on the second anniversary of the grant. One-third of the fair-market value of the options was expensed on the grant date and the remaining two-thirds is amortized over 24-month vesting. On September 6, 2023, the Company issued 33,334 23.10 769,700 24.30 24.30 117.90 4.44 On September 6, 2023, the Company issued 3,334 23.10 76,970 24.30 24.30 117.90 4.44 ten During the three months ended March 31, 2024 and 2023, the Company recognized stock option expenses totaling $ 517,365 69,068 The unamortized stock option expenses as of March 31, 2024 totaled $ 1,968,146 Restricted Stock Units On October 14, 2021, the Compensation Committee of the Board of Directors approved grants totaling 93,169 242.70 ● One-third (33%) of each RSU will vest when the Company’s market capitalization is equal to or greater than $500,000,000 for at least ten trading days during any twenty (20) consecutive trading day period ending on or after December 15, 2021 and the fair market value of the Common Stock equals or exceeds $150.00 during such trading day period ● One-third (33%) of each RSU will vest when the Company’s market capitalization is equal to or greater than $750,000,000 for at least ten trading days during any twenty (20) consecutive trading day period ending on or after December 15, 2021 and the fair market value of the Common Stock equals or exceeds $150.00 during such trading day period ● The remaining awarded units will vest when the Company’s market capitalization is equal to or greater than $1,000,000,000 for at least ten trading days during any twenty (20) consecutive trading day period ending on or after December 15, 2021 and the fair market value of the Common Stock equals or exceeds $150.00 during such trading day period ● In the event that (i) a change in control occurs or (ii) the participant incurs a termination of service by the Company without cause or due to the participant’s death or total and permanent disability, then all unvested units shall become vested units immediately upon the occurrence of such event. As of March 31, 2024, none of the vesting milestones have been met. During the three months ended March 31, 2024, the Company converted 908 908 The following is the status of outstanding unvested restricted stock units outstanding as of March 31, 2024 and the changes for the three months ended March 31, 2024: Summary of Restricted Stock Units Activity Weighted Average Number of Grant Date RSUs Fair Value Balance at December 31, 2023 88,668 $ 242.70 Granted - - Vested - - Forfeited - - Canceled/Expired - - Balance at March 31, 2024 88,668 $ 242.70 As of March 31, 2024, the unamortized value of the RSUs was $ 21,519,721 |
Equity
Equity | 3 Months Ended |
Mar. 31, 2024 | |
Equity [Abstract] | |
Equity | Note 6 – Equity Authorized Capital Stock As of March 31, 2024, the Company’s authorized capital stock consisted of 66,666,666 16,666,666 0.001 50,000,000 0.001 1,990,000 211,353 100,000 15,000 2,157,632 2,018,857 72,992 918 4,988 6,633 Preferred Stock The holders of preferred shares or preferred warrants are entitled to vote per share, as limited by the certificate of designation for each class of preferred shares or warrants, at meetings of the Company. Series D Convertible Preferred Stock The following are the principal terms of the Series D Preferred Stock: Rank The Series D Preferred Stock ranks (1) on parity with Common Stock on an “as converted” basis, (2) senior to any series of our capital stock hereafter created specifically ranking by its terms junior to the Series D Preferred Stock, (3) on parity with any series of our capital stock hereafter created specifically ranking by its terms on parity with the Series D Preferred Stock, and (4) junior to any series of our capital stock hereafter created specifically ranking by its terms senior to the Series D Preferred Stock in each case, as to dividends or distributions of assets upon our liquidation, dissolution or winding up whether voluntary or involuntary. Conversion Rights A holder of Series D Preferred Stock is entitled at any time to convert any whole or partial number of shares of Series D Preferred Stock into shares of our Common Stock, determined by dividing the stated value equal to $ 0.01 0.01 A holder of Series D Preferred Stock is prohibited from converting Series D Preferred Stock into shares of Common Stock if, as a result of such conversion, the holder, together with its affiliates, would own more than 4.99% of the total number of shares of our Common Stock then issued and outstanding (with such ownership restriction referred to as the “Series D Beneficial Ownership Limitation”) immediately after giving effect to the issuance of the shares of Common Stock issuable upon conversion of the Series D Preferred Stock. However, any holder may increase or decrease such percentage to any other percentage not in excess of 9.99%, provided that any increase in such percentage shall not be effective until 61 days after such notice to us. The conversion rate of the Series D Preferred Stock is subject to proportionate adjustments for stock splits, reverse stock splits and similar events, but is not subject to adjustment based on price anti-dilution provisions Dividend Rights In addition to stock dividends or distributions for which proportionate adjustments will be made, holders of Series D Preferred Stock are entitled to receive dividends on shares of Series D Preferred Stock equal, on an as-if-converted-to-common-stock basis, to and in the same form as dividends actually paid on shares of the Common Stock when, as and if such dividends are paid on shares of the Common Stock. No other dividends are payable on shares of Series D Preferred Stock. Voting Rights Subject to the Series D Beneficial Ownership Limitation, on any matter presented to our stockholders for their action or consideration at any meeting of our stockholders (or by written consent of stockholders in lieu of a meeting), each holder, in its capacity as such, shall be entitled to cast the number of votes equal to the number of whole shares of our Common Stock into which the Series D Preferred Stock beneficially owned by such holder are convertible as of the record date for determining stockholders entitled to vote on or consent to such matter (taking into account all Series D Preferred Stock beneficially owned by such holder). Except as otherwise required by law or by the other provisions of the Certificate of Designation of Series D Convertible Preferred Stock (the “Series D Certificate of Designation”), the holders of Series D Preferred Stock, in their capacity as such, shall vote together with the holders of our Common Stock and any other class or series of stock entitled to vote thereon as a single class. Liquidation Rights Upon any liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary, the holders of Series D Preferred Stock are entitled to receive, pari passu Exchange Listing Series D Preferred Stock is not listed on the Nasdaq, any national securities exchange or other nationally recognized trading system. Our Common Stock issuable upon conversion of the Series D Preferred Stock is listed on the Nasdaq under the symbol “MYMD”. Failure to Deliver Conversion Shares If we fail to timely deliver shares of Common Stock upon conversion of the Series D Preferred Stock (the “Series D Conversion Shares”) within the time period specified in the Series D Certificate of Designation (within two trading days after delivery of the notice of conversion, or any shorter standard settlement period in effect with respect to trading market on the date notice is delivered), then we are obligated to pay to the holder, as liquidated damages, an amount equal to $25 per trading day (increasing to $50 per trading day on the third trading day and $100 per trading day on the sixth trading day) for each $5,000 of stated value of Series D Preferred Stock being converted which are not timely delivered. If we make such liquidated damages payments, we are also not obligated to make Series D Buy-In (as defined below) payments with respect to the same Series D Conversion Shares Compensation for Series D Buy-In on Failure to Timely Deliver Shares If we fail to timely deliver the Series D Conversion Shares to the holder, and if after the required delivery date the holder is required by its broker to purchase (in an open market transaction or otherwise) or the holder or its brokerage firm otherwise purchases, shares of Common Stock to deliver in satisfaction of a sale by the holder of the Series D Conversion Shares which the holder anticipated receiving upon such conversion or exercise (a “Series D Buy-In”), then we are obligated to (A) pay in cash to such holder (in addition to any other remedies available to or elected by such holder) the amount, if any, by which (x) such holder’s total purchase price (including any brokerage commissions) for the shares of Common Stock so purchased exceeds (y) the product of (1) the aggregate number of Series D Conversion Shares that such holder was entitled to receive from the conversion at issue multiplied by (2) the actual sale price at which the sell order giving rise to such purchase obligation was executed (including any brokerage commissions) and (B) at the option of such holder, either reissue (if surrendered) the shares of Series D Preferred Stock equal to the number of shares of Series D Preferred Stock submitted for conversion (in which case, such conversion shall be deemed rescinded) or deliver to such holder the number of Series D Conversion Shares that would have been issued if we had timely complied with its delivery requirements. As of March 31, 2024, the Company had 72,992 shares of Series D Convertible Preferred Stock outstanding which represent 1,217 underlying shares of the Company’s Common Stock. Series F Convertible Preferred Stock The following are the principal terms of the Series F Preferred Stock: Dividends The holders of the Series F Preferred Stock are entitled to dividends of 10.0 15.0 Voting Rights Except as required by law (including without limitation, the Delaware General Corporation Law (the “DGCL”)), the holders of the Series F Preferred Stock are entitled to vote with holders of the Common Stock on as as-converted basis, with the number of votes to which each holder of Series F Preferred Stock is entitled to be calculated assuming a conversion price of $ 60.21 Liquidation Upon any liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary, each holder of shares of the Series F Preferred Stock shall be entitled to receive out of the assets, whether capital or surplus, of the Company an amount per share of Series F Preferred Stock equal to the greater of (A) 125% of the stated value of such share of Series F Preferred Stock (plus any applicable make-whole amount, unpaid late charge or other applicable amount) on the date of such payment and (B) the amount per share such holder would receive if such holder converted such share of Series F Preferred Stock into Common Stock immediately prior to the date of such payment. All shares of capital stock of the Company shall be junior in rank to all shares of Series F Preferred Stock with respect to the preferences as to payments upon the liquidation. Conversion The Series F Preferred Stock is convertible into shares of Common Stock (the “Conversion Shares”). The initial conversion price, subject to adjustment as set forth in the Series F Certificate of Designation, was $2.255 (pre-split) (the “Conversion Price”). The Conversion Price can be adjusted as set forth in the Series F Certificate of Designation for stock dividends and stock splits or the occurrence of a fundamental transaction (generally including any reorganization, recapitalization or reclassification of the Common Stock, the sale, transfer or other disposition of all or substantially all of our properties or assets, our consolidation or merger with or into another person, the acquisition of more than 50% of the outstanding Common Stock, or any person or group becoming the beneficial owner of 50% of the voting power represented by the outstanding Common Stock). The Conversion Price is also subject to “full ratchet” price-based adjustment in the event of any issuances of Common Stock, or securities convertible, exercisable or exchangeable for Common Stock, at a price below the then-applicable Conversion Price (subject to certain exceptions). Following the Reverse Stock Split, the Conversion Price for the Preferred Shares was adjusted to $3.18 per share pursuant to the terms of the Series F Certificate of Designation. If any shares of Series F Preferred Stock are converted or reacquired by us, such shares shall resume the status of authorized but unissued shares of Series F Preferred Stock of the Company and shall no longer be designated as Series F Preferred Stock The Company is required to redeem the shares of Series F Preferred Stock in 12 equal monthly installments, commencing on July 1, 2023. The amortization payments due upon such redemption are payable, at the Company’s election, in cash, or subject to certain limitations, in shares of Common Stock valued at the lower of (i) the Conversion Price then in effect and (ii) the greater of (A) 80% of the average of the three lowest closing prices of the Company’s Common Stock during the thirty trading day period immediately prior to the date the amortization payment is due or (B) a “Floor Price” of $6.60 (subject to adjustment for stock splits, stock dividends, stock combinations, recapitalizations or other similar events) or, in any case, such lower amount as permitted, from time to time, by the Nasdaq Stock Market; provided that if the Floor Price is the lowest effective price, the Company will be required to make the amortization payment in cash Exchange Cap The Company was initially restricted from issuing shares of Common Stock upon conversion of the Series F Preferred Stock or exercise of the associated warrants in excess of 19.99 Optional Conversion The Series F Preferred Stock can be converted at the option of the holder at any time and from time to time after the original issuance date. Holders shall effect conversions by providing us with the form of conversion notice (the “Notice of Conversion”) specifying the number of shares of Series F Preferred Stock to be converted, the number of shares of Series F Preferred Stock owned subsequent to the conversion at issue and the date on which such conversion is to be effected, which date may not be prior to the date the applicable holder delivers by email such Notice of Conversion to us. Mandatory Conversion If on any day after the issuance of the shares of Series F Preferred Stock the closing price of the Common Stock has exceeded $202.95 (subject to adjustment for stock splits, stock dividends, stock combinations, recapitalizations or other similar events) for 20 consecutive trading days and the daily dollar trading volume of the Common Stock has exceeded $3,000,000 per trading day during the same period and certain equity conditions described in the Series F Certificate of Designation are satisfied (the “Mandatory Conversion Date”), we shall deliver written notice of the Mandatory Conversion (as defined below) to all holders on the Mandatory Conversion Date and, on such Mandatory Conversion Date, we shall convert all of each holder’s shares of Series F Preferred Stock into Conversion Shares at the then effective Conversion Price (the “Mandatory Conversion”). If any of the Equity Conditions shall cease to be satisfied at any time on or after the Mandatory Conversion Date through and including the actual delivery of all of the Conversion Shares to the holders, the Mandatory Conversion shall be deemed withdrawn and void ab initio Beneficial Ownership Limitation The Series F Preferred Stock cannot be converted to Common Stock if the holder and its affiliates would beneficially own more than 4.99% or 9.99% at the election of the holder of the outstanding Common Stock. However, any holder may increase or decrease such percentage to any other percentage not in excess of 9.99% upon notice to us, provided that any increase in this limitation will not be effective until 61 days after such notice from the holder to us and such increase or decrease will apply only to the holder providing such notice Common Stock The holders of common shares are entitled to one vote per share at meetings of the Company. As of March 31, 2024, the Company had 2,157,632 137,867 0 Common Stock Warrants The table below summarizes the warrant activity for the three months ended March 31, 2024: Summary of Warrant Activity Weighted Average Average Remaining Aggregate Number of Exercise Contractual Intrinsic Warrants Price Term (years) Value Balance at December 31, 2023 4,933,622 $ 147.86 4.08 $ 21,650,589 Issued - - - - Exercised - - - - Forfeited - - - - Canceled/Expired - - - - Balance at March 31, 2024 4,933,622 $ 9.02 3.83 $ - Exercisable as of March 31, 2024 4,933,622 $ 9.02 3.83 $ - The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying awards and the closing stock price of $ 2.39 7.77 Pursuant to the February 2023 Offering, the Company issued to investors Warrants to purchase 4,716,904 3.18 five years Series C Convertible Preferred Stock Warrants The table below summarizes the warrant activity for the three months ended March 31, 2024: Summary of Warrant Activity Weighted Average Average Remaining Aggregate Number of Exercise Contractual Intrinsic Warrants Price Term (years) Value Balance at December 31, 2023 918 $ 240.00 0.94 $ - Granted - - - - Exercised - - - - Forfeited - - - - Canceled/Expired - - - - Balance at March 31, 2024 918 $ 240.00 0.69 $ - Exercisable as of March 31, 2024 918 $ 240.00 0.69 $ - The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying awards and the closing stock price of $ 2.39 7.77 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 7 – Commitments and Contingencies NASDAQ Capital Market Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard On October 11, 2023, the Company received a letter from the Listing Qualifications Department of the Nasdaq Stock Market (“Nasdaq”) indicating that, based upon the closing bid price of the Company’s common stock for the 30 consecutive business days between August 29, 2023, to October 10, 2023, the Company did not meet the minimum bid price of $1.00 per share required for continued listing on The Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(a)(2). The letter also indicated that the Company will be provided with a compliance period of 180 calendar days, or until April 8, 2024 (the “Compliance Period”), in which to regain compliance pursuant to Nasdaq Listing Rule 5810(c)(3)(A) Effective as of 4:05 p.m. Eastern Standard Time on February 14, 2024, the Company effected the Reverse Stock Split of its common stock at a ratio of one-for-thirty 500,000,000 16,666,666 550,000,000 66,666,666 Litigation and Settlements Raymond Akers Actions On April 14, 2021, Raymond F. Akers, Jr., Ph.D. filed a lawsuit against MyMD Pharmaceuticals, Inc. (p/k/a Akers Biosciences, Inc.) in the Superior Court of New Jersey, Law Division, Gloucester County (the “First Raymond Akers Action”). Mr. Akers asserts one common law whistleblower retaliation claim against the Company. On September 23, 2021, the Court granted MyMD Pharmaceutical, Inc.’s (“MyMD’s”) Motion to Dismiss Plaintiff’s Amended Complaint and dismissed Plaintiff’s Amended Complaint. The Court indicated that Mr. Akers is “free to file another complaint, however, tort-based ‘Pierce’ allegations, and/or CEPA claims are barred by the statute of limitations.” On March 1, 2022, Mr. Akers filed a second action against MyMD in the Superior Court of New Jersey, Law Division, Gloucester County (the “Second Raymond Akers Action”) again asserting one common law whistleblower retaliation claim against the Company. The Company believes that the Second Raymond Akers Action is without merit and, moreover, was filed against the Court’s specific admonition that Plaintiff does not attempt to circumvent the statute of limitations. On May 27, 2022, the Court granted-in-part and denied-in-part MyMD’s Motion to Dismiss Plaintiff’s Complaint. The Court reaffirmed the ruling in the First Raymond Akers Action that any tort-based Pierce claims are time-barred. However, the Court denied the Motion as it pertained to Plaintiff’s contract-based Pierce claim and “Repayment of Monies Owed” claim. On July 29, 2022, MyMD filed its Answer, which included affirmative defenses. As of March 31, 2024, the Second Raymond Akers Action is in the discovery phase. All legal fees incurred were expensed as and when incurred. |
Related Parties
Related Parties | 3 Months Ended |
Mar. 31, 2024 | |
Related Party Transactions [Abstract] | |
Related Parties | Note 8 – Related Parties SRQ Patent Holdings and SRQ Patent Holdings II MyMD is a party to two Amended and Restated Confirmatory Patent Assignment and Royalty Agreements, both dated November 11, 2020, with SRQ Patent Holdings and SRQ Patent Holdings II, under which MyMD (or its successor) will be obligated to pay to SRQ Patent Holdings or SRQ Patent Holdings II (or its designees) certain royalties on product sales or other revenue received on products that incorporate or are covered by the intellectual property that was assigned to MyMD. The royalty is equal to 8% of the net sales price on product sales and, without duplication, 8% of milestone revenue or sublicense compensation. SRQ Patent Holdings and SRQ Patent Holdings II are affiliates of Mr. Jonnie Williams, Sr. No revenue has been received subject to these agreements for the three months ended March 31, 2024 and 2023. MIRA Pharmaceuticals Limited License Agreement MyMD is a party to an Amended and Restated Limited License Agreement, dated June 27, 2022 and amended on April 20, 2023, with MIRA Pharmaceuticals, Inc. (Nasdaq: MIRA), under which the parties agreed to share technical information and know-how pertaining to the synthetic manufacture and formulation of the parties’ respective Supera-CBD™ and MIRA1a™ product candidates. MyMD, which holds patent rights to MIRA1a™ in 22 foreign countries, was granted a perpetual, non-exclusive, royalty-free license to use improvements to MIRA1a™ made under the agreement, and MIRA was granted a limited, perpetual, worldwide, non-exclusive, royalty-free license to use Supera-CBD™ as a synthetic intermediate in the manufacture of MIRA1a™. [MyMD’s President and Chief Medical Officer, Chris Chapman, M.D., is Executive Chairman of MIRA] |
Employee Benefit Plan
Employee Benefit Plan | 3 Months Ended |
Mar. 31, 2024 | |
Retirement Benefits [Abstract] | |
Employee Benefit Plan | Note 9 – Employee Benefit Plan The Company maintains a defined contribution benefit plan under section 401(k) of the Internal Revenue Code covering substantially all qualified employees of the Company (the “401(k) Plan”). Under the 401(k) Plan, the Company matches 100 3 50 3 5 The Company made matching contributions to the 401(k) Plan during the three months ended March 31, 2024 and 2023 of $ 6,058 10,281 |
Patent Assignment and Royalty A
Patent Assignment and Royalty Agreement | 3 Months Ended |
Mar. 31, 2024 | |
Patent Assignment And Royalty Agreement | |
Patent Assignment and Royalty Agreement | Note 10— Patent Assignment and Royalty Agreement In November 2016, the Company entered into an agreement with the holders of certain intellectual property relating to the Company’s current product candidate. Under the terms of the agreement, the counterparty assigned its rights and interest in certain patents to the Company in exchange for future royalty payments based on a fixed percentage of future revenues, as defined. The agreement is effective until the later of (1) the date of expiration of the assigned patents or (2) the date of expiration of the last strategic partnership or licensing agreement including the assigned patents. No |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2024 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 11— Subsequent Events On April 5, 2024, the Company entered into the Omnibus Agreement with the Required Holders. Pursuant to the Omnibus Agreement, the Required Holders agreed (i) to defer payment of the Installments, under Section 9(a) of the Certificate of Designations, until May 1, 2024, and (ii) to waive any breach or violation of the Purchase Agreement, the Certificate of Designations, or the Warrants resulting from missing the Installments. The Company and the Required Holders further agreed pursuant to the Omnibus Agreement to amend and restate the Certificate of Designations of the Series F Convertible Preferred Stock by filing the Amended and Restated Certificate of Designations of the Series F Convertible Preferred Stock (the “Amended and Restated Certificate of Designations”). The Amended and Restated Certificate of Designations amended the Certificate of Designations of the Series F Convertible Preferred Stock to provide, among other things, that, except as required by applicable law, the holders of Series F Preferred Shares are entitled to vote with holders of the Common Stock on as as-converted basis, with the number of votes to which each holder of Series F Preferred Shares is entitled to be calculated assuming a conversion price of $ 60.21 The Amended and Restated Certificate of Designations was filed with the Secretary of State of the State of Delaware, effective as of April 8, 2024. In connection with the filing of the Amended and Restated Certificate of Designations, effective as of April 8, 2024, the Company increased the authorized number of directors from six (6) to seven (7) and appointed Mitchell Glass to serve as a member of the Company’s board of directors, with Mr. Glass having been elected to such position by the holders of the Preferred Shares. On April 15, 2024, Adam Kaplin, M.D., Ph.D., who served as Chief Scientific Officer of the Company, tendered his resignation from his role as an officer of the Company, effective immediately. Dr. Kaplin’s resignation was not in connection with any disagreement between Dr. Kaplin and the Company, its management, the Company’s board of directors or any committee thereof on any matter relating to the Company’s operations, policies or practices, or any other matter. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
Basis of Presentation | (a) Basis of Presentation The condensed consolidated financial statements of the Company are prepared in U.S. Dollars and in accordance with accounting principles generally accepted in the United States of America (US GAAP). The accompanying unaudited condensed financial statements have been prepared by the Company. These statements include all adjustments (consisting only of normal recurring adjustments) which management believes necessary for a fair presentation of the statements and have been prepared on a consistent basis using the accounting policies described in Note 2 Significant Accounting Policies included in the Notes to Financial Statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, as filed with the Securities and Exchange Commission on April 1, 2024 (the “2023 Annual Report”). Certain financial information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the accompanying disclosures are adequate to make the information presented not misleading. The Notes to Financial Statements included in the 2023 Annual Report should be read in conjunction with the accompanying interim financial statements. The interim operating results for the three months ended March 31, 2024 may not be necessarily indicative of the operating results expected for the full year or any future period. |
Use of Estimates and Judgments | (b) Use of Estimates and Judgments The preparation of financial statements in conformity with US GAAP requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities and expenses. Actual results may differ from these estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimates are revised and in any future periods affected. Information about significant areas of estimation, uncertainty and critical judgments in applying accounting policies that have the most significant effect on the amounts recognized in the financial statements is included in the following notes for recording the fair value of financial instruments, derivative financial instruments valuations, research and development expenses, impairment of intangible assets and the valuation of share-based payments. |
Functional and Presentation Currency | (c) Functional and Presentation Currency These condensed consolidated financial statements are presented in U.S. Dollars, which is the Company’s functional currency. All financial information has been rounded to the nearest dollar. Foreign Currency Transaction Gains or Losses, resulting from cash balances denominated in Foreign Currencies, are recorded in the Condensed Consolidated Statements of Comprehensive Loss. |
Comprehensive Income (Loss) | (d) Comprehensive Income (Loss) The Company follows Financial Accounting Standards Board Accounting Standards Codification (“FASB ASC”) 220 in reporting comprehensive income. Comprehensive income (loss) is a more inclusive financial reporting methodology that includes disclosure of certain financial information that historically has not been recognized in the calculation of net income (loss). Since the Company has no items of other comprehensive income (loss), comprehensive loss is equal to net loss. |
Cash and Cash Equivalents | (e) Cash and Cash Equivalents The Company considers all highly liquid investments, which include short-term bank deposits (up to three months from date of deposit) that are not restricted as to withdrawal date or use, to be cash equivalents. |
Fair Value of Financial Instruments | (f) Fair Value of Financial Instruments Fair value measurements discussed herein are based upon certain market assumptions and pertinent information available to management as of and during the three months ended March 31, 2024. The carrying amounts of cash equivalents, accounts receivable, other current assets, other assets, accounts payable, and accrued expenses approximated their fair values as of March 31, 2024 due to their short-term nature. The fair value of the bifurcated embedded derivative related to the convertible preferred stock was estimated using a Monte Carlo simulation model, which uses as inputs the fair value of the Company’s common stock and estimates for the equity volatility and traded volume volatility of the Company’s common stock, the time to maturity of the convertible preferred stock, the risk-free interest rate for a period that approximates the time to maturity, dividend rate, a penalty dividend rate, and the probability of default. The fair value of the warrant liabilities was estimated using the Black Scholes Model which uses as inputs the following weighted average assumptions: dividend yield, expected term in years; equity volatility; and risk-free interest rate. Fair Value Measurement The framework for measuring fair value provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy under FASB ASC 820 are described as follows: Level 1 Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets that the Company can access. Level 2 Inputs to the valuation methodology include: ● quoted prices for similar assets or liabilities in active markets; ● quoted prices for identical or similar assets or liabilities in inactive markets; ● inputs other than quoted prices that are observable for the asset or liability; ● inputs that are derived principally from or corroborated by observable market data by correlation or other means If the asset or liability has a specified (contractual) term, the level 2 input must be observable for substantially the full term of the asset or liability. Level 3 Inputs to the valuation methodology are unobservable and significant to the fair value measurement. The asset or liability’s fair value measurement level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. Valuation techniques maximize the use of relevant observable inputs and minimize the use of unobservable inputs. (f) Fair Value of Financial Instruments, continued The following is a description of the valuation methodologies used for assets measured at fair value as of March 31, 2024 and December 31, 2023. Schedule of Marketable Securities Marketable Securities: Quoted Prices Quoted Prices Significant Marketable securities at March 31, 2024 $ 1,509,358 $ - $ - Marketable securities at December 31, 2023 $ 2,242,106 $ - $ - Marketable securities are classified as available for sale and are valued at fair market value. Maturities of the securities are less than one year. As of March 31, 2024 and December 31, 2023, the Company held certain mutual funds, which, under FASB ASC 321-10, were considered equity investments. As such, the change in fair value in the three months ended March 31, 2024 and 2023 was a loss of $ 899 1,712 Gains resulting from the sales of marketable securities were $ 175 175 Proceeds from the sales of marketable securities in the three months ended March 31, 2024 and 2023 were $ 750,330 1,749,970 18,306 13,024,559 Fair Value on a Recurring Basis The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. The estimated fair value of the warrant liabilities and bifurcated embedded derivatives represent Level 3 measurements. The following table presents information about the Company’s liabilities that are measured at fair value on a recurring basis as of March 31, 2024, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Schedule of Fair Value Hierarchy of the Valuation Inputs March 31, Description Level 2024 Liabilities: Warrant liabilities (Note 3) 3 $ 7,961,000 Derivative liabilities (Note 3) 3 $ - December 31, Description Level 2023 Liabilities: Warrant liabilities (Note 3) 3 $ 867,000 Derivative liabilities (Note 3) 3 $ 61,000 The following table sets forth a summary of the change in the fair value of the warrant liabilities that is measured at fair value on a recurring basis for the three months ended March 31, 2024: Summary of Change in Fair Value of Warrant Liabilities Balance on December 31, 2023 $ 867,000 Issuance of warrants reported at fair value - Change in fair value of warrant liabilities 7,064,000 Reclassification of warrant liability to equity upon warrant modification (7,091,000 ) Balance on March 31, 2024 $ - The following table sets forth a summary of the change in the fair value of the derivative liabilities that is measured at fair value on a recurring basis for the three months ended March 31, 2024: Summary of Change in Fair Value of Derivative Liabilities Balance on December 31, 2023 $ 61,000 Issuance of convertible preferred stock with derivative liabilities - Change in fair value of derivative liabilities (61,000 ) Balance on March 31, 2024 $ - |
Derivative Financial Instruments | (g) Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “ Derivatives and Hedging The Company has determined that the Series F Convertible Preferred Stock warrants are derivatives that are required to be accounted for as liabilities. The Company has also determined that the following embedded features in the preferred stock are not clearly and closely related to the debt host instrument: 1) make-whole interest upon a contingent redemption event, 2) make-whole interest upon a conversion event, 3) an installment redemption upon an Equity Conditions Failure (as defined in the Certificate of Designation), and 4) variable share-settled installment conversion and as such are bifurcated from the preferred stock and accounted for as liabilities. The fair value of the warrants and embedded features are estimated using internal valuation models. The Company’s valuation models utilize inputs and other assumptions and may not be reflective of the price at which they can be settled. Warrants The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480, Distinguishing Liabilities fromE quity For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be liability classified and recorded at their initial fair value on the date of issuance and remeasured at fair value and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the Statements of Comprehensive Income (Loss). Modification of warrants The Company applies the guidance in ASC 815-40 to account for warrants that are liability classified that are subsequently modified resulting in a reclassification to equity. The warrants are remeasured at fair value on the modification date, the change in fair value is recognized as a non-cash gain or loss on the Statement of Comprehensive Income (Loss), and the warrants are reclassified to additional paid-in capital. |
Prepaid Expenses | (h) Prepaid Expenses Prepaid expenses represent expenses paid prior to the date that the related services are rendered or used are comprised principally of prepaid insurance and research and development expenses. |
Concentrations | (i) Concentrations Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash on deposit with financial institutions and accounts receivable. At times, the Company’s cash in banks exceeds the FDIC insurance limit. The Company has not experienced any loss because of these cash deposits. These cash balances are maintained with two banks as of March 31, 2024. |
Risk Management of Cash and Investments | (j) Risk Management of Cash and Investments It is the Company’s policy to minimize the Company’s capital resources to investment risks, prioritizing the preservation of capital over investment returns. Investments are maintained in securities, primarily publicly traded, short-term money market funds based on highly rated federal, state and corporate bonds, that minimize the risk to the Company’s capital resources and provide ready access to funds. The Company’s investment portfolios are regularly monitored for risk and are held with one brokerage firm. |
Investments | (k) Investments Investments recorded using the cost method will be assessed for any decrease in value that has occurred that is other than temporary and the other than temporary decrease in value shall be recognized. As and when circumstances and facts change, the Company will evaluate the Company’s ability to significantly influence operational and financial policy to establish a basis for converting the investment accounted for using the cost method to the equity method of valuation in accordance with FASB ASC 323. In accordance with FASB ASC 323, the Company recognizes investments in joint ventures based upon the Company’s ability to significantly influence the operational or financial policies of the joint venture. An objective judgment of the level of influence is made at the time of the investment based upon several factors including, but not limited to the following: a) Representation on the Board of Directors b) Participation in policy-making processes c) Material intra-entity transactions d) Interchange of management personnel e) Technological dependencies f) Extent of ownership and the ability to influence decision making based upon the makeup of other owners when the shareholder group is small. The Company follows the equity method for valuating investments in joint ventures when the existence of significant influence over operational and financial policy has been established, as determined by management; otherwise, the Company will valuate these investments using the cost method. In accordance with FASB ASC 321-10-35-2, the Company has elected to measure its investment in Oravax Medical, Inc. (“Oravax”) (Note 3) as an equity security without a readily determinable fair value. Under this election, an equity security without a readily available fair value is reflected at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer. At each reporting period, the Company is required to make a qualitative assessment considering impairment indicators to evaluate whether the investment is impaired. If deemed impaired, the Company is required to estimate the fair value of the investment and recognize an impairment loss equal to the difference between the fair value of the investment and its carry amount. As of March 31, 2024, the Company performed a qualitative assessment to evaluate whether the investment is impaired and determined that the investment was not impaired and thus no adjustment to fair market value was required as of March 31, 2024. |
Property, Plant and Equipment | (l) Property, Plant and Equipment Items of property, plant and equipment are measured at cost less accumulated depreciation and accumulated impairment losses. Costs include expenditures that are directly attributable to the acquisition of the asset. Gains and losses on disposal of an item of property, plant and equipment are determined by comparing the proceeds from disposal with the carrying amount of property, plant and equipment and are recognized within “other (income)/expense” in the Condensed Consolidated Statements of Comprehensive Loss. Depreciation is recognized over the estimated useful lives of the property, plant and equipment. Leased assets are depreciated over the shorter of the lease term or their useful lives. The estimated useful lives for the current and comparative periods are as follows: Schedule of Estimated Useful Lives of Property Plant and Equipment Useful Life (in years) Plant and equipment 5 12 Furniture and fixtures 5 10 Computer equipment & software 3 5 Leasehold Improvements Shorter of the remaining lease or estimated useful life Depreciation methods, useful lives and residual values are reviewed at each reporting date. |
Intangible Assets | (m) Intangible Assets The Company’s long-lived intangible assets, other than goodwill, are assessed for impairment when events or circumstances indicate there may be an impairment. These assets were initially recorded at their estimated fair value at the time of acquisition and assets not acquired in acquisitions were recorded at historical cost. However, if their estimated fair value is less than the carrying amount, other intangible assets with indefinite lives are reduced to their estimated fair value through an impairment charge in the Condensed Consolidated Statements of Comprehensive Loss. Patents and Trade Secrets Propriety protection for the Company’s products, technology and process is important to its competitive position. As of March 31, 2024, the Company has 17 issued U.S. patents, 64 foreign patents, 2 pending U.S. patent applications and 10 foreign patent applications pending in such jurisdictions as Australia, Canada, China, European Union, Israel, Japan and South Korea, which if issued are expected to expire between 2036 and 2041. Management intends to protect all other intellectual property (e.g. copyrights, trademarks, and trade secrets) using all legal remedies available to the Company. The Company records expenses related to the application for and maintenance of patents as a component of research and development expenses on the Condensed Consolidated Statement of Comprehensive Loss. Patent Costs Patents may be purchased from third parties. The costs of acquiring the patent are capitalized as patent costs if it represents a future economic benefit to the Company. Once a patent is acquired it is amortized over its remaining useful life and assessed for impairment when necessary. Other Intangible Assets Other intangible assets that are acquired by the Company, which have definite useful lives, are measured at cost less accumulated amortization and accumulated impairment losses. Amortization Amortization is recognized on a straight-line basis over the estimated useful lives of intangible assets, other than goodwill, from the date that they are available for use. The estimated useful lives for the current and comparative periods are as follows: Schedule of Estimated Useful Lives of Intangible Assets Useful Life (in years) Patents and trademarks 12 17 |
Goodwill | (n) Goodwill Goodwill is evaluated annually for impairment or whenever we identify certain triggering events or circumstances that would more likely than not reduce the fair value below its carrying amount. Events or circumstances that might indicate an interim evaluation is warranted include, among other things, unexpected adverse business conditions, economic factors (for example, the loss of key personnel), supply costs, unanticipated competitive activities, and acts by governments and courts. |
Recoverability of Long-Lived Assets | (o) Recoverability of Long-Lived Assets In accordance with FASB ASC 360-10-35 “Impairment or Disposal of Long-lived Assets”, long-lived assets to be held and used are analyzed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be fully recoverable or that the useful lives of those assets are no longer appropriate. The Company evaluates at each balance sheet date whether events and circumstances have occurred that indicate possible impairment. The Company determines the existence of such impairment by measuring the expected future cash flows (undiscounted and without interest charges) and comparing such amount to the carrying amount of the assets. An impairment loss, if one exists, is then measured as the amount by which the carrying amount of the asset exceeds the discounted estimated future cash flows. Assets to be disposed of are reported at the lower of the carrying amount or fair value of such assets less costs to sell. Asset impairment charges are recorded to reduce the carrying amount of the long-lived asset that will be sold or disposed of to their estimated fair values. Charges for the asset impairment reduce the carrying amount of the long-lived assets to their estimated salvage value in connection with the decision to dispose of such assets. |
Right-of-Use Assets | (p) Right-of-Use Assets The Company leases a facility in Baltimore, Maryland (“2021 Wolfe St”) under an operating lease (“2021 Baltimore Lease”) with annual rentals of $ 52,800 56,016 12 November 30, 2022 12 The Company leased a facility in Tampa, Florida (“Platt St”) under an operating lease (“Platt Street Lease”) with annual rentals of $ 22,030 23,259 In accordance with FASB ASC, Topic 842, Leases (“ASC 842”), which increases transparency and comparability by recognizing a lessee’s rights and obligations resulting from leases by recording them on the balance sheet as lease assets and lease liabilities. The guidance requires the recognition of the right-of-use (“ROU”) assets and related operating and finance lease liabilities on the balance sheet. The Company utilizes the package of practical expedients permitted within the standard, which allows an entity to forgo reassessing (i) whether a contract contains a lease, (ii) classification of leases, and (iii) whether capitalized costs associated with a lease meet the definition of initial direct costs. Also, the Company elected the expedient allowing an entity to use hindsight to determine the lease term and impairment of ROU assets and the expedient to allow the Company to not have to separate lease and non-lease components. The Company has also elected the short-term lease accounting policy under which the Company would not recognize a lease liability or ROU asset for any lease that at the commencement date has a lease term of twelve months or less and does not include a purchase option that the Company is more than reasonably certain to exercise. For operating leases, the lease liability is initially and subsequently measured at the present value of the unpaid lease payments. The Company generally uses its incremental borrowing rate as the discount rate for leases, unless an interest rate is implicitly stated in the lease. The present value of the lease payments is calculated using the incremental borrowing rate for operating leases, which was determined using a portfolio approach based on the rate of interest that the Company would have to pay to borrow an amount equal to the lease payments on a collateralized basis over a similar term. The lease term for all the Company’s leases includes the non-cancellable period of the lease plus any additional periods covered by either a Company option to extend the lease that the Company is reasonably certain to exercise, or an option to extend the lease controlled by the lessor. All ROU assets are reviewed for impairment. Lease expense for operating leases consists of the lease payments plus any initial direct costs and is recognized on a straight-line basis over the lease term. The Company’s operating leases are comprised of the 2021 Baltimore Lease and the Platt Street Lease on the Condensed Consolidated Balance Sheets. The information related to these leases are presented below: Schedule of Condensed Consolidated Balance Sheet Information Related to Operating Lease Balance Sheet Location Lease Lease Total Lease Lease Total As of March 31, 2024 As of December 31, 2023 Platt Street 2021 Baltimore Platt Street 2021 Baltimore Balance Sheet Location Lease Lease Total Lease Lease Total Operating Lease Lease Right of Use $ - $ 34,904 $ 34,904 $ - $ 47,389 $ 47,389 Lease Payable, current - 35,981 35,981 - 48,870 48,870 Lease Payable - net of current - - - - - - The following provides details of the Company’s lease expense: Schedule of Lease Expense Lease Expenses Lease Lease Total Lease Lease Total For the Three Months Ended For the Three Months Ended Platt Street 2021 Baltimore Platt Street 2021 Baltimore Lease Expenses Lease Lease Total Lease Lease Total Operating Leases Lease Costs $ - $ 13,600 $ 13,600 $ 5,660 $ 13,600 $ 19,260 Other information as of March 31, 2024 related to leases is presented below: Schedule of Other Information Related to Leases Platt Street 2021 Baltimore Other Information Lease Lease Total Operating Leases Operating cash used $ - $ 9,336 $ 9,336 Average remaining lease term - 8 8 Average discount rate 10.0 % 10.0 % 10.0 % As of March 31, 2024, the annual minimum lease payments of the Company’s operating lease liabilities were as follows: Schedule of Operating Lease Minimum Lease Payments Platt Street 2021 Baltimore Lease Lease Total For Years Ending December 31, 2024 - 36,267 36,267 Total future minimum lease payments, undiscounted $ - $ 36,267 $ 36,267 Less: Imputed interest - 286 286 Present value of future minimum lease payments $ - $ 35,981 $ 35,981 |
Revenue Recognition | (q) Revenue Recognition The Company will recognize revenue under ASC 606, Revenue from Contracts with Customers. The core principle of the revenue standard is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The Company only applies the five-step model to contracts when it is probable that the Company will collect the consideration it is entitled to in exchange for the goods and services transferred to the customer. The following five steps are applied to achieve that core principle: 1) Identify the contract with the customer 2) Identify the performance obligations in the contract 3) Determine the transaction price 4) Allocate the transaction price to the performance obligations in the contract 5) Recognize revenue when the company satisfies a performance obligation |
Income Taxes | (r) Income Taxes The Company utilizes an asset and liability approach for financial accounting and reporting for income taxes. The provision for income taxes is based upon income or loss after adjustment for those permanent items that are not considered in the determination of taxable income. Deferred income taxes represent the tax effects of differences between the financial reporting and tax basis of the Company’s assets and liabilities at the enacted tax rates in effect for the years in which the differences are expected to reverse. The Company evaluates the recoverability of deferred tax assets and establishes a valuation allowance when it is more likely than not that some portion or all the deferred tax assets will not be realized. Management makes judgments as to the interpretation of the tax laws that might be challenged upon an audit and cause changes to previous estimates of tax liability. In management’s opinion, adequate provisions for income taxes have been made. If actual taxable income by tax jurisdiction varies from estimates, additional allowances or reversals of reserves may be necessary. Tax benefits are recognized only for tax positions that are more likely than not to be sustained upon examination by tax authorities. The amount recognized is measured as the largest amount of benefit that is greater than 50 percent likely to be realized upon settlement. A liability for “unrecognized tax benefits” is recorded for any tax benefits claimed in the Company’s tax returns that do not meet these recognition and measurement standards. As of March 31, 2024 and December 31, 2023, no liability for unrecognized tax benefits was required to be reported. There was no The Company’s policy for recording interest and penalties associated with tax audits is to record such items as a component of general and administrative expense. There were no Tax years from 2020 through 2023 remain subject to examination by federal and state jurisdictions. |
Basic and Diluted Earnings per Share of Common Stock | (s) Basic and Diluted Earnings per Share of Common Stock Basic earnings per common share is based on the weighted average number of shares outstanding during the periods presented. Diluted earnings per share is computed using the weighted average number of common shares plus dilutive common share equivalents outstanding during the period. Potential common shares that would have the effect of increasing diluted earnings per share are considered anti-dilutive. Diluted net loss per share is computed using the weighted average number of shares of Common Stock and dilutive potential Common Stock outstanding during the period. As the Company reported a net loss for the three months ended March 31, 2024 and 2023, Common Stock equivalents were anti-dilutive. As of March 31, 2024 and 2023, the following securities are excluded from the calculation of weighted average dilutive common shares because their inclusion would have been anti-dilutive: Schedule of Anti-dilutive Securities Excluded from Computation of Earnings Per Share 2024 2023 For the Three Months Ended 2024 2023 Stock Options 47,286 145,907 Unvested Restricted Stock Units 88,668 93169 Warrants to purchase Common Stock 4,933,622 4,934,106 Pre-funded Warrants to purchase Common Stock - 4,505 Series C Convertible Preferred Warrants 918 918 Series D Convertible Preferred Stock 1,217 1,217 Series F Convertible Preferred Stock 1,568,553 4,716,981 Total potentially dilutive shares 6,640,264 9,896,803 |
Stock-based Payments | (t) Stock-based Payments The Company accounts for stock-based compensation under the provisions of Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 718, “Compensation - Stock Compensation”, which requires the measurement and recognition of compensation expense for all stock-based awards made to employees and directors based on estimated fair values on the grant date. The Company estimates the fair value of stock-based awards on the date of grant using the Black-Scholes model. The value of the portion of the award that is ultimately expected to vest is recognized as expense over the requisite service periods using the straight-line method. In June 2018, the FASB issued ASU No. 2018-07, Compensation – Stock Compensation (Topic 718), Improvements to Nonemployee Share-Based Payment Accounting (the “2018 Update”). The amendments in the 2018 Update expand the scope of Topic 718 to include share-based payment transactions for acquiring goods and services from non-employees. Prior to the 2018 Update, Topic 718 applied only to share-based transactions to employees. Consistent with the accounting requirement for employee share-based payment awards, nonemployee share-based payment awards within the scope of Topic 718 are measured at grant-date fair value of the equity instruments that an entity is obligated to issue when the good has been delivered or the service has been rendered and any other conditions necessary to earn the right to benefit from the instruments have been satisfied. The Company has elected to account for forfeiture of stock-based awards as they occur. |
Research and Development Costs | (u) Research and Development Costs In accordance with FASB ASC 730, research and development costs are expensed as incurred and consist of fees paid to third parties that conduct certain research and development activities on the Company’s behalf. |
Recently Issued Accounting Pronouncements | (v) Recently Issued Accounting Pronouncements As of March 31, 2024 and for the three months then ended, there were no recently issued accounting pronouncements that had a material effect on the Company’s consolidated financial statements. |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
Schedule of Marketable Securities | The following is a description of the valuation methodologies used for assets measured at fair value as of March 31, 2024 and December 31, 2023. Schedule of Marketable Securities Marketable Securities: Quoted Prices Quoted Prices Significant Marketable securities at March 31, 2024 $ 1,509,358 $ - $ - Marketable securities at December 31, 2023 $ 2,242,106 $ - $ - |
Schedule of Fair Value Hierarchy of the Valuation Inputs | Schedule of Fair Value Hierarchy of the Valuation Inputs March 31, Description Level 2024 Liabilities: Warrant liabilities (Note 3) 3 $ 7,961,000 Derivative liabilities (Note 3) 3 $ - December 31, Description Level 2023 Liabilities: Warrant liabilities (Note 3) 3 $ 867,000 Derivative liabilities (Note 3) 3 $ 61,000 |
Summary of Change in Fair Value of Warrant Liabilities | The following table sets forth a summary of the change in the fair value of the warrant liabilities that is measured at fair value on a recurring basis for the three months ended March 31, 2024: Summary of Change in Fair Value of Warrant Liabilities Balance on December 31, 2023 $ 867,000 Issuance of warrants reported at fair value - Change in fair value of warrant liabilities 7,064,000 Reclassification of warrant liability to equity upon warrant modification (7,091,000 ) Balance on March 31, 2024 $ - |
Summary of Change in Fair Value of Derivative Liabilities | The following table sets forth a summary of the change in the fair value of the derivative liabilities that is measured at fair value on a recurring basis for the three months ended March 31, 2024: Summary of Change in Fair Value of Derivative Liabilities Balance on December 31, 2023 $ 61,000 Issuance of convertible preferred stock with derivative liabilities - Change in fair value of derivative liabilities (61,000 ) Balance on March 31, 2024 $ - |
Schedule of Estimated Useful Lives of Property Plant and Equipment | The estimated useful lives for the current and comparative periods are as follows: Schedule of Estimated Useful Lives of Property Plant and Equipment Useful Life (in years) Plant and equipment 5 12 Furniture and fixtures 5 10 Computer equipment & software 3 5 Leasehold Improvements Shorter of the remaining lease or estimated useful life |
Schedule of Estimated Useful Lives of Intangible Assets | Amortization is recognized on a straight-line basis over the estimated useful lives of intangible assets, other than goodwill, from the date that they are available for use. The estimated useful lives for the current and comparative periods are as follows: Schedule of Estimated Useful Lives of Intangible Assets Useful Life (in years) Patents and trademarks 12 17 |
Schedule of Condensed Consolidated Balance Sheet Information Related to Operating Lease | Lease expense for operating leases consists of the lease payments plus any initial direct costs and is recognized on a straight-line basis over the lease term. The Company’s operating leases are comprised of the 2021 Baltimore Lease and the Platt Street Lease on the Condensed Consolidated Balance Sheets. The information related to these leases are presented below: Schedule of Condensed Consolidated Balance Sheet Information Related to Operating Lease Balance Sheet Location Lease Lease Total Lease Lease Total As of March 31, 2024 As of December 31, 2023 Platt Street 2021 Baltimore Platt Street 2021 Baltimore Balance Sheet Location Lease Lease Total Lease Lease Total Operating Lease Lease Right of Use $ - $ 34,904 $ 34,904 $ - $ 47,389 $ 47,389 Lease Payable, current - 35,981 35,981 - 48,870 48,870 Lease Payable - net of current - - - - - - |
Schedule of Lease Expense | The following provides details of the Company’s lease expense: Schedule of Lease Expense Lease Expenses Lease Lease Total Lease Lease Total For the Three Months Ended For the Three Months Ended Platt Street 2021 Baltimore Platt Street 2021 Baltimore Lease Expenses Lease Lease Total Lease Lease Total Operating Leases Lease Costs $ - $ 13,600 $ 13,600 $ 5,660 $ 13,600 $ 19,260 |
Schedule of Other Information Related to Leases | Other information as of March 31, 2024 related to leases is presented below: Schedule of Other Information Related to Leases Platt Street 2021 Baltimore Other Information Lease Lease Total Operating Leases Operating cash used $ - $ 9,336 $ 9,336 Average remaining lease term - 8 8 Average discount rate 10.0 % 10.0 % 10.0 % |
Schedule of Operating Lease Minimum Lease Payments | As of March 31, 2024, the annual minimum lease payments of the Company’s operating lease liabilities were as follows: Schedule of Operating Lease Minimum Lease Payments Platt Street 2021 Baltimore Lease Lease Total For Years Ending December 31, 2024 - 36,267 36,267 Total future minimum lease payments, undiscounted $ - $ 36,267 $ 36,267 Less: Imputed interest - 286 286 Present value of future minimum lease payments $ - $ 35,981 $ 35,981 |
Schedule of Anti-dilutive Securities Excluded from Computation of Earnings Per Share | As of March 31, 2024 and 2023, the following securities are excluded from the calculation of weighted average dilutive common shares because their inclusion would have been anti-dilutive: Schedule of Anti-dilutive Securities Excluded from Computation of Earnings Per Share 2024 2023 For the Three Months Ended 2024 2023 Stock Options 47,286 145,907 Unvested Restricted Stock Units 88,668 93169 Warrants to purchase Common Stock 4,933,622 4,934,106 Pre-funded Warrants to purchase Common Stock - 4,505 Series C Convertible Preferred Warrants 918 918 Series D Convertible Preferred Stock 1,217 1,217 Series F Convertible Preferred Stock 1,568,553 4,716,981 Total potentially dilutive shares 6,640,264 9,896,803 |
Trade and Other Payables (Table
Trade and Other Payables (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Payables and Accruals [Abstract] | |
Schedule of Trade and Other Payables | Trade and other payables consist of the following: Schedule of Trade and Other Payables March 31, 2024 December 31, 2023 Accounts Payable – Trade $ 3,350,185 $ 3,079,080 Accrued Expenses 511,047 637,138 Trade and other payables, Total $ 3,861,232 $ 3,716,218 |
Stock-based Payments (Tables)
Stock-based Payments (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
Summary of Stock Options Activity | The following table summarizes the activities for MyMD stock options for the three months ended March 31, 2024: Summary of Stock Options Activity Weighted Average Weighted Weighted Remaining Average Average Contractual Aggregate Number of Exercise Grant Date Term Intrinsic Shares Price Fair Value (years) Value Balance at December 31, 2023 139,840 $ 46.09 $ 42.34 8.17 $ - Granted - - - - - Exercised - - - - - Forfeited - - - - - Canceled/Expired - - - - - Balance at March 31, 2024 139,840 $ 46.09 $ 42.34 7.92 $ - Exercisable as of March 31, 2024 47,286 $ 56.44 $ 51.49 7.23 $ - |
Summary of Restricted Stock Units Activity | The following is the status of outstanding unvested restricted stock units outstanding as of March 31, 2024 and the changes for the three months ended March 31, 2024: Summary of Restricted Stock Units Activity Weighted Average Number of Grant Date RSUs Fair Value Balance at December 31, 2023 88,668 $ 242.70 Granted - - Vested - - Forfeited - - Canceled/Expired - - Balance at March 31, 2024 88,668 $ 242.70 |
Equity (Tables)
Equity (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Common Stock Warrants [Member] | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Summary of Warrant Activity | The table below summarizes the warrant activity for the three months ended March 31, 2024: Summary of Warrant Activity Weighted Average Average Remaining Aggregate Number of Exercise Contractual Intrinsic Warrants Price Term (years) Value Balance at December 31, 2023 4,933,622 $ 147.86 4.08 $ 21,650,589 Issued - - - - Exercised - - - - Forfeited - - - - Canceled/Expired - - - - Balance at March 31, 2024 4,933,622 $ 9.02 3.83 $ - Exercisable as of March 31, 2024 4,933,622 $ 9.02 3.83 $ - |
Series C Convertible Preferred Stock Warrants [Member] | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Summary of Warrant Activity | The table below summarizes the warrant activity for the three months ended March 31, 2024: Summary of Warrant Activity Weighted Average Average Remaining Aggregate Number of Exercise Contractual Intrinsic Warrants Price Term (years) Value Balance at December 31, 2023 918 $ 240.00 0.94 $ - Granted - - - - Exercised - - - - Forfeited - - - - Canceled/Expired - - - - Balance at March 31, 2024 918 $ 240.00 0.69 $ - Exercisable as of March 31, 2024 918 $ 240.00 0.69 $ - |
Organization and Description _2
Organization and Description of Business (Details Narrative) | 3 Months Ended | 10 Months Ended | 12 Months Ended | |||||||||
Apr. 05, 2024 USD ($) $ / shares | Feb. 23, 2024 | Feb. 14, 2024 shares | Feb. 13, 2024 shares | Nov. 13, 2023 USD ($) | Feb. 21, 2023 USD ($) $ / shares shares | Mar. 31, 2024 USD ($) $ / shares shares | Mar. 31, 2023 USD ($) shares | Dec. 14, 2024 | Dec. 31, 2023 USD ($) $ / shares shares | Mar. 04, 2024 $ / shares | Feb. 28, 2023 $ / shares shares | |
Conversion price of preferred shares | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||
Common stock, par value | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||
Reverse Stock Split | 1-for-30 | 1-for-30 | ||||||||||
Stock Issued During Period, Shares, Reverse Stock Splits | shares | 16,666,666 | 500,000,000 | ||||||||||
Common stock, shares authorized | shares | 66,666,666 | 550,000,000 | 16,666,666 | 16,666,666 | ||||||||
Issuance of preferred shares | ||||||||||||
Preferred stock dividends | $ 1,201,867 | 158,333 | ||||||||||
Derivative liability fair value | $ 3,149,800 | 0 | ||||||||||
Stock issuance costs | 314,311 | |||||||||||
Fair value of the warrants | 10,623,000 | |||||||||||
Change in fair value of Derivatives Liabilities | $ 61,000 | (120,700) | ||||||||||
Probability of default | 1.05 | |||||||||||
Fair value of the warrants | 10,623,000 | |||||||||||
Issuance of warrants | 762,834 | |||||||||||
Fair value adjustment of warrants | 7,094,000 | (1,175,000) | ||||||||||
Fair value of the warrants | 7,961,000 | $ 867,000 | ||||||||||
Employment agreement description | Effective November 13, 2023, the Company entered into an amendment to the employment agreement of Dr. Chris Chapman, its President and Chief Medical Officer, providing for Dr. Chapman’s annual base salary to be adjusted from five hundred thousand dollars ($500,000) (the “Full Base Salary”) to two hundred fifty thousand dollars ($250,000) in cash per annum, until payment of his Full Base Salary would no longer jeopardize the Company’s ability to continue as a going concern, as determined by the Company in its sole discretion. The amendment further provides that the remaining $250,000 of base salary per annum (the “Deferral Amount”) shall be deferred until payment of the Deferral Amount would no longer jeopardize the Company’s ability to continue as a going concern, as determined by the Company in its sole discretion, at which time the Deferral Amount may be paid, at Dr. Chapman’s election, in shares of Common Stock or in cash. As of March 31, 2024 and December 31, 2023, the Company had recognized a salary deferral of $86,538 and $28,846, respectively, which is included in Deferred Compensation Payable on the Condensed Consolidated Balance Sheets. | |||||||||||
Implementation of directors agreement description | In connection with an overall reduction in compensation paid to the Company’s directors implemented in November 2023, effective November 13, 2023, the Company entered into an amendment to the employment agreement of Christopher C. Schreiber, a Director and the Company’s former Executive Chairman, providing for Mr. Schreiber’s annual fee to be adjusted from three hundred thousand dollars ($300,000) (the “Full Fee”) to sixty thousand dollars ($60,000) in cash per annum, until payment of his Full Fee would no longer jeopardize the Company’s ability to continue as a going concern, as determined by the Company in its sole discretion. The amendment further provides that the remaining $240,000 of the fees per annum (the “Fee Deferral Amount”) shall be deferred until payment of the Fee Deferral Amount would no longer jeopardize the Company’s ability to continue as a going concern, as determined by the Company in its sole discretion, at which time the Fee Deferral Amount may be paid, at Mr. Schreiber’s election, in shares of Common Stock or in cash. The amendment also clarified that Mr. Schreiber’s title is “Director.” As of March 31, 2024 and December 31, 2023, the Company had recognized a salary deferral of $83,077 and $27,692, respectively, which is included in Deferred Compensation Payable on the Condensed Consolidated Balance Sheets. | |||||||||||
Deferred Compensation Payable [Member] | ||||||||||||
Board fee deferral | 110,000 | 44,000 | ||||||||||
Other Operating Income (Expense) [Member] | ||||||||||||
Change in fair value of Derivatives Liabilities | $ 61,000 | $ 120,700 | ||||||||||
Fair value of common stock on valuation date | $ / shares | $ 2.39 | |||||||||||
Fair value adjustment of warrants | $ 7,094,000 | $ 1,750,000 | ||||||||||
Common Stock [Member] | ||||||||||||
Reverse Stock Split | one-for-thirty | |||||||||||
Stock Issued During Period, Shares, Reverse Stock Splits | shares | 65,960 | |||||||||||
Issuance of preferred shares | ||||||||||||
Exercise price | $ / shares | $ 2.39 | $ 7.77 | ||||||||||
Preferred Stock [Member] | ||||||||||||
Issuance of preferred shares | 14,087,111 | |||||||||||
Derivative liability fair value | 3,149,800 | |||||||||||
Warrant [Member] | ||||||||||||
Warrants term | 3 years 10 months 24 days | 4 years 1 month 24 days | ||||||||||
Measurement Input, Expected Dividend Rate [Member] | ||||||||||||
Estimated dividend rate | 10 | 10 | ||||||||||
Estimated Equity volatility | 95% | |||||||||||
Fair value assumptions risk free interest rate | 6.20% | |||||||||||
Estimated dividend rate | 15 | |||||||||||
Measurement Input, Exercise Price [Member] | Common Stock [Member] | ||||||||||||
Exercise price | $ / shares | $ 1.90 | |||||||||||
Measurement Input, Option Volatility [Member] | ||||||||||||
Estimated dividend rate | 120 | |||||||||||
Stock price per share | 110 | 120 | ||||||||||
Measurement Input, Price Volatility [Member] | ||||||||||||
Estimated dividend rate | 190 | |||||||||||
Measurement Input, Maturity [Member] | ||||||||||||
Time of maturity | 1 year 4 months 6 days | |||||||||||
Measurement Input, Maturity [Member] | Other Operating Income (Expense) [Member] | ||||||||||||
Time of maturity | 3 months | |||||||||||
Measurement Input, Discount Rate [Member] | ||||||||||||
Estimated dividend rate | 6.08 | |||||||||||
Measurement Input, Lapse Rate [Member] | ||||||||||||
Estimated dividend rate | 15 | |||||||||||
Measurement Input, Default Rate [Member] | ||||||||||||
Estimated dividend rate | 0.05 | |||||||||||
Measurement Input Volume Volatility [Member] | ||||||||||||
Estimated traded volume volatility | 175 | |||||||||||
Measurement Input, Expected Dividend Payment [Member] | ||||||||||||
Stock price per share | 0 | 0 | ||||||||||
Measurement Input, Risk Free Interest Rate [Member] | ||||||||||||
Stock price per share | 4.31 | 3.91 | ||||||||||
Series F Convertible Preferred Stock [Member] | ||||||||||||
Conversion price per share | $ / shares | $ 2.255 | |||||||||||
Conversion of stock, description | (i) the Conversion Price then in effect and (ii) the greater of (A) 80% of the average of the three lowest closing prices of the Company’s Common Stock during the thirty trading day period immediately prior to the date the amortization payment is due or (B) a “Floor Price” of $6.60 (subject to adjustment for stock splits, stock dividends, stock combinations, recapitalizations or other similar events) or, in any case, such lower amount as permitted, from time to time, by the Nasdaq Stock Market. | If on any day after the issuance of the shares of Series F Preferred Stock the closing price of the Common Stock has exceeded $202.95 (subject to adjustment for stock splits, stock dividends, stock combinations, recapitalizations or other similar events) for 20 consecutive trading days and the daily dollar trading volume of the Common Stock has exceeded $3,000,000 per trading day during the same period and certain equity conditions described in the Series F Certificate of Designation are satisfied (the “Mandatory Conversion Date”), we shall deliver written notice of the Mandatory Conversion (as defined below) to all holders on the Mandatory Conversion Date and, on such Mandatory Conversion Date, we shall convert all of each holder’s shares of Series F Preferred Stock into Conversion Shares at the then effective Conversion Price (the “Mandatory Conversion”). If any of the Equity Conditions shall cease to be satisfied at any time on or after the Mandatory Conversion Date through and including the actual delivery of all of the Conversion Shares to the holders, the Mandatory Conversion shall be deemed withdrawn and void ab initio | ||||||||||
Preferred shares dividend rate | 10% | 10% | ||||||||||
Series F Convertible Preferred Stock [Member] | Preferred Stock [Member] | ||||||||||||
Issuance of preferred shares | $ 912,889 | |||||||||||
Series F Convertible Preferred Stock [Member] | Minimum [Member] | ||||||||||||
Conversion price per share | $ / shares | $ 60.21 | $ 60.21 | ||||||||||
Series F Convertible Preferred Stock [Member] | Measurement Input, Expected Dividend Rate [Member] | ||||||||||||
Preferred shares dividend rate | 15% | |||||||||||
Series F Convertible Preferred Stock [Member] | Measurement Input, Default Rate [Member] | ||||||||||||
Preferred shares dividend rate | 15% | |||||||||||
Series F Convertible Preferred Stock [Member] | Subsequent Event [Member] | ||||||||||||
Share issued price, per share | $ / shares | $ 202.95 | |||||||||||
Issuance of preferred shares | $ 3,000,000 | |||||||||||
Series F Convertible Preferred Stock [Member] | Subsequent Event [Member] | Minimum [Member] | ||||||||||||
Conversion price per share | $ / shares | $ 60.21 | |||||||||||
Director [Member] | ||||||||||||
Deferral excess payment | $ 156,000 | |||||||||||
Director [Member] | Minimum [Member] | ||||||||||||
Director fees | 60,000 | |||||||||||
Director [Member] | Maximum [Member] | ||||||||||||
Director fees | 216,000 | |||||||||||
Eagle Uzonwanne [Member] | ||||||||||||
Deferral excess payment | 36,000 | |||||||||||
Eagle Uzonwanne [Member] | Minimum [Member] | ||||||||||||
Director fees | 60,000 | |||||||||||
Eagle Uzonwanne [Member] | Maximum [Member] | ||||||||||||
Director fees | $ 96,000 | |||||||||||
Securities Purchase Agreement [Member] | ||||||||||||
Fair value of the warrants | $ 10,623,000 | |||||||||||
Securities Purchase Agreement [Member] | Warrant [Member] | ||||||||||||
Warrants term | 5 years | |||||||||||
Securities Purchase Agreement [Member] | Measurement Input, Option Volatility [Member] | ||||||||||||
Stock price per share | 125 | |||||||||||
Securities Purchase Agreement [Member] | Measurement Input, Expected Dividend Payment [Member] | ||||||||||||
Stock price per share | 0 | |||||||||||
Securities Purchase Agreement [Member] | Measurement Input, Risk Free Interest Rate [Member] | ||||||||||||
Stock price per share | 4.09 | |||||||||||
Securities Purchase Agreement [Member] | Investors [Member] | ||||||||||||
Conversion price of preferred shares | $ / shares | $ 3.18 | |||||||||||
Sale of Stock, Number of Shares Issued in Transaction | shares | 15,000 | |||||||||||
Sale of Stock, Consideration Received on Transaction | $ 1,000 | |||||||||||
Convertible Preferred Stock, Shares Issued upon Conversion | shares | 6,651,885 | |||||||||||
Warrant exercise price | $ / shares | $ 2.255 | $ 3.18 | ||||||||||
Proceeds from Issuance of Warrants | $ 6,651,885 | |||||||||||
Warrant, Exercise Price, Decrease | $ / shares | $ 3.18 | |||||||||||
Warrants to purchase common stock | shares | 4,716,904 | 4,716,904 | ||||||||||
Warrants term | 5 years | 5 years | ||||||||||
Securities Purchase Agreement [Member] | Investors [Member] | Common Stock [Member] | ||||||||||||
Warrants to purchase common stock | shares | 4,716,904 |
Schedule of Marketable Securiti
Schedule of Marketable Securities (Details) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Platform Operator, Crypto Asset [Line Items] | ||
Marketable securities | $ 1,509,358 | $ 2,242,106 |
Fair Value, Inputs, Level 1 [Member] | ||
Platform Operator, Crypto Asset [Line Items] | ||
Marketable securities | 1,509,358 | 2,242,106 |
Fair Value, Inputs, Level 2 [Member] | ||
Platform Operator, Crypto Asset [Line Items] | ||
Marketable securities | ||
Fair Value, Inputs, Level 3 [Member] | ||
Platform Operator, Crypto Asset [Line Items] | ||
Marketable securities |
Schedule of Fair Value Hierarch
Schedule of Fair Value Hierarchy of the Valuation Inputs (Details) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Platform Operator, Crypto Asset [Line Items] | ||
Warrant liabilities | $ 867,000 | |
Derivative liabilities | 61,000 | |
Fair Value, Inputs, Level 3 [Member] | ||
Platform Operator, Crypto Asset [Line Items] | ||
Warrant liabilities | 7,961,000 | 867,000 |
Derivative liabilities | $ 61,000 |
Summary of Change in Fair Value
Summary of Change in Fair Value of Warrant Liabilities (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liabilities, beginning balance | $ 867,000 | |
Issuance of warrants reported at fair value | $ 10,623,000 | |
Change in fair value of warrant liability | 7,094,000 | $ (1,175,000) |
Warrant liability, ending balance | ||
Fair Value, Recurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liabilities, beginning balance | 867,000 | |
Issuance of warrants reported at fair value | ||
Change in fair value of warrant liability | 7,064,000 | |
Change in fair value of warrant liability | (7,091,000) | |
Warrant liability, ending balance |
Summary of Change in Fair Val_2
Summary of Change in Fair Value of Derivative Liabilities (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative liabilities, beginning balance | $ 61,000 | |
Change in fair value of bifurcated embedded derivative | 61,000 | $ (120,700) |
Derivative liabilities, ending balance | ||
Fair Value, Recurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative liabilities, beginning balance | 61,000 | |
Issuance of convertible preferred stock with bifurcated embedded derivative | ||
Change in fair value of bifurcated embedded derivative | (61,000) | |
Derivative liabilities, ending balance |
Schedule of Estimated Useful Li
Schedule of Estimated Useful Lives of Property Plant and Equipment (Details) | 3 Months Ended |
Mar. 31, 2024 | |
Property, Plant and Equipment [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful lives | 5 years |
Property, Plant and Equipment [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful lives | 12 years |
Furniture and Fixtures [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful lives | 5 years |
Furniture and Fixtures [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful lives | 10 years |
Computer Equipment [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful lives | 3 years |
Computer Equipment [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful lives | 5 years |
Leasehold Improvements [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful lives | Shorter of the remaining lease or estimated useful life |
Schedule of Estimated Useful _2
Schedule of Estimated Useful Lives of Intangible Assets (Details) - Patents and Trademarks [Member] | Mar. 31, 2024 |
Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Intangible assets estimated, useful lives | 12 years |
Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Intangible assets estimated, useful lives | 17 years |
Schedule of Condensed Consolida
Schedule of Condensed Consolidated Balance Sheet Information Related to Operating Lease (Details) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Property, Plant and Equipment [Line Items] | ||
Lease Right of Use | $ 34,904 | $ 47,389 |
Lease Payable, current | 35,981 | 48,870 |
Lease Payable - net of current | ||
Platt Street [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Lease Right of Use | ||
Lease Payable, current | ||
Lease Payable - net of current | ||
2021 Baltimore [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Lease Right of Use | 34,904 | 47,389 |
Lease Payable, current | 35,981 | 48,870 |
Lease Payable - net of current |
Schedule of Lease Expense (Deta
Schedule of Lease Expense (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Property, Plant and Equipment [Line Items] | ||
Lease Costs | $ 13,600 | $ 19,260 |
Platt Street [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Lease Costs | 5,660 | |
2021 Baltimore [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Lease Costs | $ 13,600 | $ 13,600 |
Schedule of Other Information R
Schedule of Other Information Related to Leases (Details) | 3 Months Ended |
Mar. 31, 2024 USD ($) | |
Property, Plant and Equipment [Line Items] | |
Operating cash used | $ 9,336 |
Average remaining lease term | 8 years |
Average disount rate | 10% |
Platt Street [Member] | |
Property, Plant and Equipment [Line Items] | |
Operating cash used | |
Average disount rate | 10% |
2021 Baltimore [Member] | |
Property, Plant and Equipment [Line Items] | |
Operating cash used | $ 9,336 |
Average remaining lease term | 8 years |
Average disount rate | 10% |
Schedule of Operating Lease Min
Schedule of Operating Lease Minimum Lease Payments (Details) | Mar. 31, 2024 USD ($) |
Property, Plant and Equipment [Line Items] | |
2024 | $ 36,267 |
Total future minimum lease payments, undiscounted | 36,267 |
Less: Imputed interest | 286 |
Present value of future minimum lease payments | 35,981 |
Platt Street [Member] | |
Property, Plant and Equipment [Line Items] | |
2024 | |
Total future minimum lease payments, undiscounted | |
Less: Imputed interest | |
Present value of future minimum lease payments | |
2021 Baltimore [Member] | |
Property, Plant and Equipment [Line Items] | |
2024 | 36,267 |
Total future minimum lease payments, undiscounted | 36,267 |
Less: Imputed interest | 286 |
Present value of future minimum lease payments | $ 35,981 |
Schedule of Anti-dilutive Secur
Schedule of Anti-dilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total potentially dilutive shares | 6,640,264 | 9,896,803 |
Equity Option [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total potentially dilutive shares | 47,286 | 145,907 |
Unvested Restricted Stock Units [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total potentially dilutive shares | 88,668 | 93,169 |
Warrants to Purchase Common Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total potentially dilutive shares | 4,933,622 | 4,934,106 |
Pre-Funded Warrants to Purchase Common Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total potentially dilutive shares | 4,505 | |
Series C Convertible Preferred Warrants [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total potentially dilutive shares | 918 | 918 |
Series D Preferred Convertible Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total potentially dilutive shares | 1,217 | 1,217 |
Series F Convertible Preferred Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total potentially dilutive shares | 1,568,553 | 4,716,981 |
Significant Accounting Polici_4
Significant Accounting Policies (Details Narrative) - USD ($) | 3 Months Ended | ||||
Apr. 01, 2022 | Nov. 17, 2021 | Mar. 31, 2024 | Mar. 31, 2023 | Dec. 01, 2022 | |
Property, Plant and Equipment [Line Items] | |||||
Loss on fair market value of equity investments | $ 899 | $ 1,712 | |||
Gain on sale of marketable securities | 175 | 175 | |||
Proceeds from the sales of marketable securities | 750,330 | 1,749,970 | |||
Purchase of marketable securities | 18,306 | 13,024,559 | |||
Income tax expense | |||||
Income tax examination, penalties and interest accrued | $ 0 | $ 0 | |||
2021 Baltimore [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Lessee operating lease term of contract | 12 months | ||||
Expiration date | Nov. 30, 2022 | ||||
Lessee operating lease renewal term | 12 months | ||||
2021 Baltimore [Member] | Minimum [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Payments for rent | $ 52,800 | ||||
2021 Baltimore [Member] | Maximum [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Payments for rent | $ 56,016 | ||||
Platt Street [Member] | Minimum [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Payments for rent | $ 22,030 | ||||
Platt Street [Member] | Maximum [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Payments for rent | $ 23,259 |
Going Concern (Details Narrativ
Going Concern (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Net loss attributable to common stockholders | $ 11,001,908 | $ 1,670,065 |
Cash flows from operations | $ 1,912,041 | $ 3,971,642 |
Schedule of Trade and Other Pay
Schedule of Trade and Other Payables (Details) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Payables and Accruals [Abstract] | ||
Accounts Payable – Trade | $ 3,350,185 | $ 3,079,080 |
Accrued Expenses | 511,047 | 637,138 |
Trade and other payables, Total | $ 3,861,232 | $ 3,716,218 |
Summary of Stock Options Activi
Summary of Stock Options Activity (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | ||
Number of Shares, Beginning Balance | 139,840 | |
Weighted Average Exercise Price, Beginning Balance | $ 46.09 | |
Weighted Average Grant Date Fair Value, Beginning | $ 42.34 | |
Weighted Average Remaining Contractual Term (Years), Beginning | 8 years 2 months 1 day | |
Aggregate Intrinsic Value, Beginning Balance | ||
Number of Shares, Granted | ||
Weighted Average Exercise Price, Granted | ||
Weighted Average Grant Date Fair Value, Granted | ||
Number of Shares, Exercised | ||
Weighted Average Exercise Price, Exercised | ||
Weighted Average Grant Date Fair Value, Exercised | ||
Number of Shares, Forfeited | ||
Weighted Average Exercise Price, Forfeited | ||
Weighted Average Grant Date Fair Value, Forfeited | ||
Number of Shares, Canceled/Expired | ||
Weighted Average Exercise Price, Canceled/Expired | ||
Weighted Average Grant Date Fair Value, Canceled/Expired | ||
Number of Shares, Ending Balance | 139,840 | 139,840 |
Weighted Average Exercise Price, Ending Balance | $ 46.09 | $ 46.09 |
Weighted Average Grant Date Fair Value, Ending | $ 42.34 | $ 42.34 |
Weighted Average Remaining Contractual Term (Years), Ending | 7 years 11 months 1 day | |
Aggregate Intrinsic Value, Ending Balance | ||
Number of Shares, Exercisable | 47,286 | |
Weighted Average Exercise Price, Exercisable | $ 56.44 | |
Weighted Average Grant Date Fair Value, Exercisable | $ 51.49 | |
Weighted Average Remaining Contractual Term (Years), Exercisable | 7 years 2 months 23 days | |
Aggregate Intrinsic Value, Exercisable |
Summary of Restricted Stock Uni
Summary of Restricted Stock Units Activity (Details) - Restricted Stock Units (RSUs) [Member] | 3 Months Ended |
Mar. 31, 2024 $ / shares shares | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Number of RSUs, Beginning Balance | shares | 88,668 |
Weighted Average Grant Date Fair Value, Beginning Balance | $ / shares | $ 242.70 |
Number of RSUs, Granted | shares | |
Weighted Average Grant Date Fair Value, Granted | $ / shares | |
Number of RSUs, Vested | shares | |
Weighted Average Grant Date Fair Value, Vested | $ / shares | |
Number of RSUs, Forfeited | shares | |
Weighted Average Grant Date Fair Value, Forfeited | $ / shares | |
Number of RSUs, Cancelled/Expired | shares | |
Weighted Average Grant Date Fair Value, Cancelled/Expired | $ / shares | |
Number of RSUs, Ending Balance | shares | 88,668 |
Weighted Average Grant Date Fair Value, Ending Balance | $ / shares | $ 242.70 |
Stock-based Payments (Details N
Stock-based Payments (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | ||||||||||||
Sep. 06, 2023 | Sep. 06, 2023 | Jun. 07, 2023 | Jun. 21, 2022 | Jan. 28, 2022 | Oct. 14, 2021 | Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Apr. 15, 2021 | Dec. 07, 2018 | Aug. 07, 2017 | Dec. 21, 2016 | Jan. 23, 2014 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||||
Issuance of stock options | 137,867 | |||||||||||||
Fair value | ||||||||||||||
Cumulative fair market value | ||||||||||||||
Exercise price | $ 46.09 | $ 46.09 | ||||||||||||
Stock option expenses | $ 29,260 | 49,160 | ||||||||||||
Common Stock [Member] | ||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||||
Cumulative fair market value | ||||||||||||||
Stock price | $ 2.39 | 7.77 | ||||||||||||
Equity Option [Member] | ||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||||
Stock price | $ 69 | $ 118.80 | $ 7.77 | |||||||||||
Exercise price | $ 69 | $ 118.80 | ||||||||||||
Volatility | 130.51% | 124.43% | ||||||||||||
Discount rate | 3.24% | 1.74% | ||||||||||||
Term | 5 years | |||||||||||||
Equity Option [Member] | Common Stock [Member] | ||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||||
Stock price | $ 2.39 | |||||||||||||
Share-Based Payment Arrangement, Option [Member] | ||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||||
Stock option expenses | $ 517,365 | $ 69,068 | ||||||||||||
Unamortized stock option expenses | $ 1,968,146 | |||||||||||||
Share-Based Payment Arrangement, Option [Member] | Directors and Employee [Member] | ||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||||
Issuance of stock options | 66,503 | |||||||||||||
Fair value | $ 23.10 | $ 47.10 | ||||||||||||
Cumulative fair market value | $ 3,128,759 | |||||||||||||
Volatility | 115.94% | |||||||||||||
Term | 10 years | |||||||||||||
Exercise price | $ 49 | |||||||||||||
Stock price | $ 49 | |||||||||||||
Discount rate | 3.79% | |||||||||||||
Share-Based Payment Arrangement, Option [Member] | Employee [Member] | ||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||||
Issuance of stock options | 33,334 | |||||||||||||
Cumulative fair market value | $ 769,700 | |||||||||||||
Volatility | 117.90% | |||||||||||||
Exercise price | 24.30 | $ 24.30 | ||||||||||||
Stock price | 24.30 | $ 24.30 | ||||||||||||
Discount rate | 4.44% | |||||||||||||
Share-Based Payment Arrangement, Option [Member] | Employee One [Member] | ||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||||
Issuance of stock options | 3,334 | |||||||||||||
Fair value | $ 23.10 | |||||||||||||
Cumulative fair market value | $ 76,970 | |||||||||||||
Volatility | 117.90% | |||||||||||||
Term | 10 years | |||||||||||||
Exercise price | 24.30 | $ 24.30 | ||||||||||||
Stock price | $ 24.30 | $ 24.30 | ||||||||||||
Discount rate | 4.44% | |||||||||||||
Restricted Stock Units (RSUs) [Member] | ||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||||
Issuance of stock options | 908 | |||||||||||||
Restricted stock units | ||||||||||||||
Grant date fair value | ||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested, Number of Shares | 908 | |||||||||||||
Restricted Stock Units (RSUs) [Member] | Share-Based Payment Arrangement, Tranche One [Member] | ||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||||
Restricted stock units vested, description | One-third (33%) of each RSU will vest when the Company’s market capitalization is equal to or greater than $500,000,000 for at least ten trading days during any twenty (20) consecutive trading day period ending on or after December 15, 2021 and the fair market value of the Common Stock equals or exceeds $150.00 during such trading day period | |||||||||||||
Restricted Stock Units (RSUs) [Member] | Share-Based Payment Arrangement, Tranche Two [Member] | ||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||||
Restricted stock units vested, description | One-third (33%) of each RSU will vest when the Company’s market capitalization is equal to or greater than $750,000,000 for at least ten trading days during any twenty (20) consecutive trading day period ending on or after December 15, 2021 and the fair market value of the Common Stock equals or exceeds $150.00 during such trading day period | |||||||||||||
Restricted Stock Units (RSUs) [Member] | Share-Based Payment Arrangement, Tranche Three [Member] | ||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||||
Restricted stock units vested, description | The remaining awarded units will vest when the Company’s market capitalization is equal to or greater than $1,000,000,000 for at least ten trading days during any twenty (20) consecutive trading day period ending on or after December 15, 2021 and the fair market value of the Common Stock equals or exceeds $150.00 during such trading day period | |||||||||||||
Restricted Stock Units (RSUs) [Member] | Director [Member] | ||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||||
Restricted stock units | 93,169 | |||||||||||||
Grant date fair value | $ 242.70 | |||||||||||||
Restricted Stock [Member] | ||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||||
Unamortized value | $ 21,519,721 | |||||||||||||
2013 Stock Incentive Plan [Member] | ||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||||
Number of shares authorized for issuance | 73 | |||||||||||||
Grants to purchase common stock | 54 | |||||||||||||
Common stock remain available for issuance | 19 | |||||||||||||
2016 Stock Incentive Plan [Member] | ||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||||
Number of shares authorized for issuance | 50,000,000 | |||||||||||||
2017 Stock Incentive Plan [Member] | ||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||||
Number of shares authorized for issuance | 118 | |||||||||||||
Grants to purchase common stock | 93 | |||||||||||||
Remaining shares available for issuance | 25 | |||||||||||||
2018 Stock Incentive Plan [Member] | ||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||||
Number of shares authorized for issuance | 18,670 | |||||||||||||
Grants to purchase common stock | 8,769 | |||||||||||||
Common stock remain available for issuance | 9,901 | |||||||||||||
2021 Stock Incentive Plan [Member] | ||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||||
Number of shares authorized for issuance | 240,940 | |||||||||||||
Grants to purchase common stock | 230,318 | |||||||||||||
Common stock remain available for issuance | 10,622 | |||||||||||||
2021 Stock Incentive Plan [Member] | Equity Option [Member] | ||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||||
Issuance of stock options | 3,334 | 6,668 | ||||||||||||
Fair value | $ 59.70 | $ 107.70 | ||||||||||||
Cumulative fair market value | $ 199,360 | $ 717,660 |
Summary of Warrant Activity (De
Summary of Warrant Activity (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Common Stock Warrants [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Number of Warrants, Beginning Balance | 4,933,622 | |
Weighted Average Exercise Price, Beginning Balance | $ 147.86 | |
Average Remaining Contractual Term (years), Beginning | 4 years 29 days | |
Aggregate Intrinsic Value, Beginning | $ 21,650,589 | |
Number of Warrants, Issued | ||
Weighted Average Exercise Price,Granted | ||
Number of Warrants, Exercised | ||
Weighted Average Exercise Price, Exercised | ||
Number of Warrants, Forfeited | ||
Weighted Average Exercise Price, Forfeited | ||
Number of Warrants,Cancelled/Expired | ||
Weighted Average Exercise Price, Cancelled/Expired | ||
Number of Warrants, Ending Balance | 4,933,622 | 4,933,622 |
Weighted Average Exercise Price, Ending Balance | $ 9.02 | $ 147.86 |
Average Remaining Contractual Term (years), Ending Balance | 3 years 9 months 29 days | |
Aggregate Intrinsic Value, Ending | $ 21,650,589 | |
Number of Warrants, Exercisable | 4,933,622 | |
Weighted Average Exercise Price, Exercisable | $ 9.02 | |
Average Remaining Contractual Term (years), Exercisable | 3 years 9 months 29 days | |
Aggregate Intrinsic Value, Exercisable | ||
Series C Convertible Preferred Stock Warrants [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Number of Warrants, Beginning Balance | 918 | |
Weighted Average Exercise Price, Beginning Balance | $ 240 | |
Average Remaining Contractual Term (years), Beginning | 11 months 8 days | |
Aggregate Intrinsic Value, Beginning | ||
Weighted Average Exercise Price,Granted | ||
Number of Warrants, Exercised | ||
Weighted Average Exercise Price, Exercised | ||
Number of Warrants, Forfeited | ||
Weighted Average Exercise Price, Forfeited | ||
Number of Warrants,Cancelled/Expired | ||
Weighted Average Exercise Price, Cancelled/Expired | ||
Number of Warrants, Ending Balance | 918 | 918 |
Weighted Average Exercise Price, Ending Balance | $ 240 | $ 240 |
Average Remaining Contractual Term (years), Ending Balance | 8 months 8 days | |
Aggregate Intrinsic Value, Ending | ||
Number of Warrants, Exercisable | 918 | |
Weighted Average Exercise Price, Exercisable | $ 240 | |
Average Remaining Contractual Term (years), Exercisable | 8 months 8 days | |
Aggregate Intrinsic Value, Exercisable |
Equity (Details Narrative)
Equity (Details Narrative) | 3 Months Ended | 12 Months Ended | |||||
Feb. 21, 2023 $ / shares shares | Mar. 31, 2024 $ / shares shares | Dec. 31, 2023 $ / shares shares | Mar. 04, 2024 $ / shares | Feb. 14, 2024 shares | Feb. 13, 2024 shares | Feb. 28, 2023 $ / shares shares | |
Class of Stock [Line Items] | |||||||
Capital units authorized | 66,666,666 | ||||||
Common stock shares authorized | 16,666,666 | 16,666,666 | 66,666,666 | 550,000,000 | |||
Common stock par value | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | ||||
Preferred stock shares authorized | 50,000,000 | 50,000,000 | |||||
Preferred stock par value | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | ||||
Common stock, shares issued | 2,157,632 | 2,018,857 | |||||
Preferred stock, terms of conversion | The Series F Preferred Stock cannot be converted to Common Stock if the holder and its affiliates would beneficially own more than 4.99% or 9.99% at the election of the holder of the outstanding Common Stock. However, any holder may increase or decrease such percentage to any other percentage not in excess of 9.99% upon notice to us, provided that any increase in this limitation will not be effective until 61 days after such notice from the holder to us and such increase or decrease will apply only to the holder providing such notice | ||||||
Common stock, shares outstanding | 2,157,632 | 2,018,857 | |||||
Stock issued during period shares new issues | 137,867 | ||||||
Securities Purchase Agreement [Member] | Investors [Member] | |||||||
Class of Stock [Line Items] | |||||||
Preferred stock par value | $ / shares | $ 3.18 | ||||||
Warrants to purchase common stock | 4,716,904 | 4,716,904 | |||||
Warrant exercise price | $ / shares | $ 2.255 | $ 3.18 | |||||
Warrants term | 5 years | 5 years | |||||
Revision of Prior Period, Adjustment [Member] | |||||||
Class of Stock [Line Items] | |||||||
Stock issued during period shares new issues | 0 | ||||||
Common Stock [Member] | |||||||
Class of Stock [Line Items] | |||||||
Common stock, shares issued | 2,157,632 | 2,018,857 | |||||
Stock issued during period, shares, conversion of units | 918 | 918 | |||||
[custom:NumberOfCommonStockSharesRepresentByPreferredStockOutstanding-0] | 1,217 | ||||||
Share price | $ / shares | $ 2.39 | $ 7.77 | |||||
Common Stock [Member] | Securities Purchase Agreement [Member] | Investors [Member] | |||||||
Class of Stock [Line Items] | |||||||
Warrants to purchase common stock | 4,716,904 | ||||||
Series C Convertible Preferred Stock [Member] | |||||||
Class of Stock [Line Items] | |||||||
Preferred stock shares authorized | 1,990,000 | ||||||
Series D Convertible Preferred Stock [Member] | |||||||
Class of Stock [Line Items] | |||||||
Preferred stock shares authorized | 211,353 | 211,353 | |||||
Preferred stock par value | $ / shares | $ 0.001 | $ 0.001 | |||||
Preferred stock, shares issued | 72,992 | 72,992 | |||||
Preferred stock, stated value | $ / shares | $ 0.01 | $ 0.01 | |||||
Conversion price per share | $ / shares | $ 0.01 | ||||||
Conversion of stock description | A holder of Series D Preferred Stock is prohibited from converting Series D Preferred Stock into shares of Common Stock if, as a result of such conversion, the holder, together with its affiliates, would own more than 4.99% of the total number of shares of our Common Stock then issued and outstanding (with such ownership restriction referred to as the “Series D Beneficial Ownership Limitation”) immediately after giving effect to the issuance of the shares of Common Stock issuable upon conversion of the Series D Preferred Stock. However, any holder may increase or decrease such percentage to any other percentage not in excess of 9.99%, provided that any increase in such percentage shall not be effective until 61 days after such notice to us. The conversion rate of the Series D Preferred Stock is subject to proportionate adjustments for stock splits, reverse stock splits and similar events, but is not subject to adjustment based on price anti-dilution provisions | ||||||
Description of trading activities | If we fail to timely deliver shares of Common Stock upon conversion of the Series D Preferred Stock (the “Series D Conversion Shares”) within the time period specified in the Series D Certificate of Designation (within two trading days after delivery of the notice of conversion, or any shorter standard settlement period in effect with respect to trading market on the date notice is delivered), then we are obligated to pay to the holder, as liquidated damages, an amount equal to $25 per trading day (increasing to $50 per trading day on the third trading day and $100 per trading day on the sixth trading day) for each $5,000 of stated value of Series D Preferred Stock being converted which are not timely delivered. If we make such liquidated damages payments, we are also not obligated to make Series D Buy-In (as defined below) payments with respect to the same Series D Conversion Shares | ||||||
Preferred Stock, Shares Outstanding | 72,992 | 72,992 | |||||
Series E Junior Participating Preferred Stock [Member] | |||||||
Class of Stock [Line Items] | |||||||
Preferred stock shares authorized | 100,000 | ||||||
Series F Convertible Preferred Stock [Member] | |||||||
Class of Stock [Line Items] | |||||||
Temporary stock, shares authorized | 15,000 | 15,000 | |||||
Temporary stock, shares outstanding | 4,988 | 6,633 | |||||
Conversion price per share | $ / shares | $ 2.255 | ||||||
Conversion of stock description | (i) the Conversion Price then in effect and (ii) the greater of (A) 80% of the average of the three lowest closing prices of the Company’s Common Stock during the thirty trading day period immediately prior to the date the amortization payment is due or (B) a “Floor Price” of $6.60 (subject to adjustment for stock splits, stock dividends, stock combinations, recapitalizations or other similar events) or, in any case, such lower amount as permitted, from time to time, by the Nasdaq Stock Market. | If on any day after the issuance of the shares of Series F Preferred Stock the closing price of the Common Stock has exceeded $202.95 (subject to adjustment for stock splits, stock dividends, stock combinations, recapitalizations or other similar events) for 20 consecutive trading days and the daily dollar trading volume of the Common Stock has exceeded $3,000,000 per trading day during the same period and certain equity conditions described in the Series F Certificate of Designation are satisfied (the “Mandatory Conversion Date”), we shall deliver written notice of the Mandatory Conversion (as defined below) to all holders on the Mandatory Conversion Date and, on such Mandatory Conversion Date, we shall convert all of each holder’s shares of Series F Preferred Stock into Conversion Shares at the then effective Conversion Price (the “Mandatory Conversion”). If any of the Equity Conditions shall cease to be satisfied at any time on or after the Mandatory Conversion Date through and including the actual delivery of all of the Conversion Shares to the holders, the Mandatory Conversion shall be deemed withdrawn and void ab initio | |||||
Dividend rate | 10% | 10% | |||||
Preferred stock, terms of conversion | The Conversion Price can be adjusted as set forth in the Series F Certificate of Designation for stock dividends and stock splits or the occurrence of a fundamental transaction (generally including any reorganization, recapitalization or reclassification of the Common Stock, the sale, transfer or other disposition of all or substantially all of our properties or assets, our consolidation or merger with or into another person, the acquisition of more than 50% of the outstanding Common Stock, or any person or group becoming the beneficial owner of 50% of the voting power represented by the outstanding Common Stock). The Conversion Price is also subject to “full ratchet” price-based adjustment in the event of any issuances of Common Stock, or securities convertible, exercisable or exchangeable for Common Stock, at a price below the then-applicable Conversion Price (subject to certain exceptions). Following the Reverse Stock Split, the Conversion Price for the Preferred Shares was adjusted to $3.18 per share pursuant to the terms of the Series F Certificate of Designation. If any shares of Series F Preferred Stock are converted or reacquired by us, such shares shall resume the status of authorized but unissued shares of Series F Preferred Stock of the Company and shall no longer be designated as Series F Preferred Stock | ||||||
Debt description | The amortization payments due upon such redemption are payable, at the Company’s election, in cash, or subject to certain limitations, in shares of Common Stock valued at the lower of (i) the Conversion Price then in effect and (ii) the greater of (A) 80% of the average of the three lowest closing prices of the Company’s Common Stock during the thirty trading day period immediately prior to the date the amortization payment is due or (B) a “Floor Price” of $6.60 (subject to adjustment for stock splits, stock dividends, stock combinations, recapitalizations or other similar events) or, in any case, such lower amount as permitted, from time to time, by the Nasdaq Stock Market; provided that if the Floor Price is the lowest effective price, the Company will be required to make the amortization payment in cash | ||||||
Preferred stock conversion ratio percentage | 19.99 | ||||||
Series F Convertible Preferred Stock [Member] | Minimum [Member] | |||||||
Class of Stock [Line Items] | |||||||
Conversion price per share | $ / shares | $ 60.21 | $ 60.21 | |||||
Series F Convertible Preferred Stock [Member] | Measurement Input, Default Rate [Member] | |||||||
Class of Stock [Line Items] | |||||||
Dividend rate | 15% | ||||||
Series F Preferred Stock [Member] | |||||||
Class of Stock [Line Items] | |||||||
Temporary stock, shares outstanding | 4,988 | 6,633 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - shares | 3 Months Ended | 10 Months Ended | ||||||
Feb. 23, 2024 | Feb. 14, 2024 | Feb. 13, 2024 | Oct. 11, 2023 | Mar. 31, 2023 | Dec. 14, 2024 | Mar. 31, 2024 | Dec. 31, 2023 | |
Notice deficiency description | On October 11, 2023, the Company received a letter from the Listing Qualifications Department of the Nasdaq Stock Market (“Nasdaq”) indicating that, based upon the closing bid price of the Company’s common stock for the 30 consecutive business days between August 29, 2023, to October 10, 2023, the Company did not meet the minimum bid price of $1.00 per share required for continued listing on The Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(a)(2). The letter also indicated that the Company will be provided with a compliance period of 180 calendar days, or until April 8, 2024 (the “Compliance Period”), in which to regain compliance pursuant to Nasdaq Listing Rule 5810(c)(3)(A) | |||||||
Reverse Stock Split | 1-for-30 | 1-for-30 | ||||||
Stock Issued During Period, Shares, Reverse Stock Splits | 16,666,666 | 500,000,000 | ||||||
Common stock, shares authorized | 66,666,666 | 550,000,000 | 16,666,666 | 16,666,666 | ||||
Common Stock [Member] | ||||||||
Reverse Stock Split | one-for-thirty | |||||||
Stock Issued During Period, Shares, Reverse Stock Splits | 65,960 |
Employee Benefit Plan (Details
Employee Benefit Plan (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Defined Benefit Plan Disclosure [Line Items] | ||
Contributions to employee | $ 6,058 | $ 10,281 |
401 (k) Plan Matches 100% [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Employer matching contribution, percent of employees' gross pay | 100% | |
401 (k) Plan Matches 100% [Member] | Maximum [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Employer matching contribution, percent of employees' gross pay | 3% | |
401 K Plan Matches 50% [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Employer matching contribution, percent of employees' gross pay | 3% | |
Employer matching contribution, percent of match | 50% | |
401 K Plan Matches 50% [Member] | Maximum [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Employer matching contribution, percent of employees' gross pay | 5% |
Patent Assignment and Royalty_2
Patent Assignment and Royalty Agreement (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Patent Assignment And Royalty Agreement | |||
Revenue |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - Series F Convertible Preferred Stock [Member] - $ / shares | Apr. 05, 2024 | Mar. 31, 2024 | Feb. 21, 2023 |
Subsequent Event [Line Items] | |||
Conversion price per share | $ 2.255 | ||
Minimum [Member] | |||
Subsequent Event [Line Items] | |||
Conversion price per share | $ 60.21 | $ 60.21 | |
Minimum [Member] | Subsequent Event [Member] | |||
Subsequent Event [Line Items] | |||
Conversion price per share | $ 60.21 |