Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Mar. 28, 2023 | Jun. 30, 2022 | |
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2022 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2022 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity File Number | 001-40899 | ||
Entity Registrant Name | Bone Biologics Corporation | ||
Entity Central Index Key | 0001419554 | ||
Entity Tax Identification Number | 42-1743430 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Address, Address Line One | 2 Burlington Woods Drive | ||
Entity Address, Address Line Two | Ste 100 | ||
Entity Address, City or Town | Burlington | ||
Entity Address, State or Province | MA | ||
Entity Address, Postal Zip Code | 01803 | ||
City Area Code | 781 | ||
Local Phone Number | 552-4452 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 4,403,460 | ||
Entity Common Stock, Shares Outstanding | 16,702,912 | ||
Documents Incorporated by Reference [Text Block] | None. | ||
ICFR Auditor Attestation Flag | false | ||
Auditor Firm ID | 572 | ||
Auditor Name | Weinberg & Company, P.A. | ||
Auditor Location | Los Angeles, California | ||
Common Stock 0.001 Par Value Per Share [Member] | |||
Title of 12(b) Security | Common stock, $0.001 par value per share | ||
Trading Symbol | BBLG | ||
Security Exchange Name | NASDAQ | ||
Warrants To Purchase Common Stock 0.001 Par Value Per Share [Member] | |||
Title of 12(b) Security | Warrants to Purchase Common stock, $0.001 par value per share | ||
Trading Symbol | BBLGW | ||
Security Exchange Name | NASDAQ |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Current Assets | ||
Cash | $ 7,538,312 | $ 6,675,365 |
Prepaid expenses | 956,925 | |
Total assets | 8,495,237 | 6,675,365 |
Current Liabilities | ||
Accounts payable and accrued expenses | 888,461 | 99,909 |
Warrant liability | 1,659,468 | |
Total current liabilities | 2,547,929 | 99,909 |
Total liabilities | 2,547,929 | 99,909 |
Commitments and Contingencies | ||
Stockholders’ Equity | ||
Preferred Stock, $0.001 par value per share; 20,000,000 shares authorized; none issued or outstanding at December 31, 2022 and 2021 | ||
Common stock, $0.001 par value per share; 100,000,000 shares authorized; 15,301,986 and 10,350,574 shares issued and outstanding at December 31, 2022 and 2021, respectively | 15,300 | 10,350 |
Additional paid-in capital | 77,892,235 | 77,040,713 |
Accumulated deficit | (71,960,227) | (70,475,607) |
Total stockholders’ equity | 5,947,308 | 6,575,456 |
Total liabilities and stockholders’ equity | $ 8,495,237 | $ 6,675,365 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 20,000,000 | 20,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 15,301,986 | 10,350,574 |
Common stock, shares outstanding | 15,301,986 | 10,350,574 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Statement [Abstract] | ||
Revenues | ||
Cost of revenues | ||
Gross profit | ||
Operating expenses | ||
Research and development | 1,579,298 | 82,044 |
General and administrative | 2,085,875 | 1,021,032 |
Total operating expenses | 3,665,173 | 1,103,076 |
Loss from operations | (3,665,173) | (1,103,076) |
Other income (expenses) | ||
Finance cost related to public offering | (731,714) | |
Change in fair value of warrant liability | 2,912,267 | |
Interest expense - related party | (805,109) | |
Gain on forgiveness of deferred compensation | 297,500 | |
Total other income (expenses) | 2,180,553 | (507,609) |
Net loss | $ (1,484,620) | $ (1,610,685) |
Weighted average shares outstanding - basic and diluted | 11,423,074 | 4,541,861 |
Loss per share - basic and diluted | $ (0.13) | $ (0.35) |
Consolidated Statement of Stock
Consolidated Statement of Stockholders' Equity (Deficit) - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Dec. 31, 2020 | $ 12,273 | $ 55,160,339 | $ (68,864,922) | $ (13,692,310) |
Beginning Balance, shares at Dec. 31, 2020 | 12,273,036 | |||
Fair value of vested stock options issued to employees and directors | 207,035 | 207,035 | ||
Proceeds from sale of common stock units in public offering, net of offering costs | $ 1,510 | 6,857,333 | 6,858,843 | |
Proceeds from sale of common stock units in public offering, net of offering costs, shares | 1,510,455 | |||
Shares issued upon debt and accrued interest conversion | $ 5,929 | 14,816,006 | 14,821,935 | |
Shares issued upon debt and accrued interest conversion, shares | 5,928,774 | |||
Cancellation of collateral shares upon debt conversion | $ (9,362) | (9,362) | ||
Cancellation of collateral shares upon debt conversion, Shares | (9,361,702) | |||
Share adjustment for stock split rounding | ||||
Share adjustment for stock split rounding, shares | 11 | |||
Net Loss | (1,610,685) | (1,610,685) | ||
Ending balance, value at Dec. 31, 2021 | $ 10,350 | 77,040,713 | (70,475,607) | 6,575,456 |
Ending Balance, shares at Dec. 31, 2021 | 10,350,574 | |||
Fair value of vested stock options issued to employees and directors | 266,633 | 266,633 | ||
Proceeds from sale of common stock units in public offering, net of offering costs | $ 3,777 | 4,426,083 | 4,429,860 | |
Proceeds from sale of common stock units in public offering, net of offering costs, shares | 3,777,778 | |||
Share adjustment for stock split rounding | ||||
Share adjustment for stock split rounding, shares | 5 | |||
Net Loss | (1,484,620) | (1,484,620) | ||
Fair value of warrant liability recognized upon issuance of warrants | (4,429,860) | (4,429,860) | ||
Exercise of warrants | $ 1,173 | (1,173) | ||
Exercise of warrants, shares | 1,173,629 | |||
Extinguishment of warrant liability upon exercise of warrants | 589,839 | 589,839 | ||
Ending balance, value at Dec. 31, 2022 | $ 15,300 | $ 77,892,235 | $ (71,960,227) | $ 5,947,308 |
Ending Balance, shares at Dec. 31, 2022 | 15,301,986 |
Consolidated Statement of Sto_2
Consolidated Statement of Stockholders' Equity (Deficit) (Parenthetical) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Statement of Stockholders' Equity [Abstract] | ||
Payments of stock issuance costs | $ 686,822 | $ 1,073,311 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Cash flows from operating activities | ||
Net loss | $ (1,484,620) | $ (1,610,685) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Stock-based compensation | 266,633 | 207,035 |
Finance cost related to public offering | 731,714 | |
Change in fair value of warrant liability | (2,912,267) | |
Interest payable – related party | 793,051 | |
Gain on forgiveness of deferred compensation | (297,500) | |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other current assets | (956,925) | |
Accounts payable and accrued expenses | 788,552 | (365,487) |
Deferred compensation | 45,000 | |
Net cash used in operating activities | (3,566,913) | (1,228,586) |
Cash flows from financing activities | ||
Cash overdraft | (10,609) | |
Proceeds from sale of common stock units in public offering, net of offering costs | 4,429,860 | 6,858,843 |
Proceeds from credit facilities – related party | 1,055,717 | |
Net cash provided by financing activities | 4,429,860 | 7,903,951 |
Net increase in cash | 862,947 | 6,675,365 |
Cash, beginning of year | 6,675,365 | |
Cash, end of year | 7,538,312 | 6,675,365 |
Supplemental information | ||
Interest paid - related party | 12,059 | |
Income taxes paid | ||
Non-cash financing activities | ||
Issuance of shares upon cashless exercise of warrants | ||
Common shares issued upon conversion of Related Party Notes Payable and credit facilities | $ 14,821,935 |
The Company
The Company | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
The Company | 1. The Company Bone Biologics Corporation (the “Company”) was incorporated under the laws of the State of Delaware on October 18, 2007 as AFH Acquisition X, Inc. Pursuant to a Merger Agreement, dated September 19, 2014, by and among the Company, its wholly-owned subsidiary, Bone Biologics Acquisition Corp., (“Merger Sub”), and Bone Biologics, Inc., Merger Sub merged with and into Bone Biologics Inc., with Bone Biologics Inc. remaining as the surviving corporation. On September 22, 2014, the Company changed its name to “Bone Biologics Corporation” and Bone Biologics, Inc. became a wholly owned subsidiary of the Company. Bone Biologics, Inc. was incorporated in California on September 9, 2004. We are a medical device company that is currently focused on bone regeneration in spinal fusion using the recombinant human protein known as NELL-1. NELL-1 in combination with DBM, demineralized bone matrix, is an osteopromotive recombinant protein that provides target specific control over bone regeneration. The NELL-1 technology platform, has been licensed exclusively for worldwide applications to us through a technology transfer from the UCLA Technology Development Group on behalf of UC Regents (“UCLA TDG”). UCLA TDG and the Company received guidance from the FDA that NELL-1/DBM will be classified as a device/drug combination product with a pre-market approval filing (“PMA”). The production and marketing of the Company’s products and its ongoing research and development activities will be subject to extensive regulation by numerous governmental authorities in the United States. Prior to marketing in the United States, any combination product developed by the Company must undergo rigorous preclinical (animal) and clinical (human) testing and an extensive regulatory approval process implemented by the FDA under the Food, Drug and Cosmetic Act. There can be no assurance that the Company will not encounter problems in clinical trials that will cause the Company or the FDA to delay or suspend clinical trials. The Company’s success will depend in part on its ability to obtain patents and product license rights, maintain trade secrets, and operate without infringing on the proprietary rights of others, both in the United States and other countries. There can be no assurance that patents issued to or licensed by the Company will not be challenged, invalidated, or circumvented, or that the rights granted thereunder will provide proprietary protection or competitive advantages to the Company. On October 12, 2021, an amendment to our certificate of incorporation for a reverse split of the Company’s outstanding common stock at a ratio of 1 for 2.5 became effective Going Concern and Liquidity The Company has no significant operating history and since inception to December 31, 2022 has incurred accumulated losses of approximately $ 72 8.8 3,566,913 On October 12, 2022, the Company completed a public equity offering, generating gross proceeds to the Company of $ 5,100,000 , and net proceeds, after underwriters discounts and expenses, of approximately $ 4,454,000 (see Note 5). The Company will continue to attempt to raise additional debt and/or equity financing to fund future operations and to provide additional working capital. However, there is no assurance that such financing will be consummated or obtained in sufficient amounts necessary to meet the Company’s needs. If cash resources are insufficient to satisfy the Company’s on-going cash requirements, the Company will be required to scale back or discontinue its product development programs, or obtain funds if available (although there can be no certainties) through strategic alliances that may require the Company to relinquish rights to its technology, substantially reduce or discontinue its operations entirely. No assurance can be given that any future financing will be available or, if available, that it will be on terms that are satisfactory to the Company. Even if the Company is able to obtain additional financing, it may contain undue restrictions on our operations, in the case of debt financing, or cause substantial dilution for our stockholders, in the case of equity financing. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basis of Presentation The accompanying consolidated financial statements and related notes include activities of the Company and have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). Use of Estimates The preparation of the accompanying consolidated financial statements in conformity with GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and reported amounts of expenses during the reporting period. Significant estimates include the assumptions used in the accrual for potential liabilities, the valuation of debt and equity instruments, the valuation of stock options and warrants issued for services, and deferred tax valuation allowances. Actual results could differ from those estimates. Impact of the Novel Coronavirus (COVID-19) on the Company’s Business Operations The global outbreak of the novel coronavirus (COVID-19) has led to severe disruptions in general economic activities worldwide, as businesses and governments have taken broad actions to mitigate this public health crisis. In light of the uncertain and continually evolving situation relating to the spread of COVID-19, this pandemic could pose a risk to the Company. The extent to which the coronavirus may impact the Company’s business operations will depend on future developments, which are highly uncertain and cannot be predicted at this time. The Company intends to continue to monitor the situation and may adjust its current business plans as more information and guidance become available. The coronavirus pandemic presents a challenge to medical facilities worldwide. As the Company’s clinical trials are conducted on an outpatient basis, it is not currently possible to predict the full impact of this developing health crisis on such clinical trials, which could include delays in and increased costs of such clinical trials. Current indications from the clinical research organizations conducting the clinical trials for the Company are that such clinical trials are being delayed or extended for several months as a result of the coronavirus pandemic. There is also significant uncertainty as to the effect that the coronavirus may have on the amount and type of financing available to the Company in the future. Inflation Macroeconomic factors such as inflation, rising interest rates, governmental responses there to and possible recession caused thereby also add significant uncertainty to our operations and possible effects to the amount and type of financing available to the Company in the future. Cash Cash primarily consists of bank demand deposits maintained by a major financial institution. The Company’s policy is to maintain its cash balances with financial institutions with high credit ratings and in accounts insured by the Federal Deposit Insurance Corporation (the “FDIC”) and/or by the Securities Investor Protection Corporation (the “SIPC”). The Company may periodically have cash balances in financial institutions in excess of the FDIC and SIPC insurance limits of $ 250,000 500,000 Fair Value of Financial Instruments Accounting standards require certain assets and liabilities be reported at fair value in the financial statements and provide a framework for establishing that fair value. The Company defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The fair value hierarchy is based on three levels of inputs that may be used to measure fair value, of which the first two are considered observable and the last is considered unobservable: Level 1: Quoted prices in active markets for identical assets or liabilities. Level 2: Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 assumptions: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities including liabilities resulting from embedded derivatives associated with certain warrants to purchase common stock. There were n o financial instruments measured on a recurring basis outstanding as of December 31, 2022. The fair value of financial instruments measured on a recurring basis was as follows as of December 31, 2022: Schedule of Fair Value Liabilities Measured On Recurring Basis Description Total Level 1 Level 2 Level 3 As of Description Total Level 1 Level 2 Level 3 Liabilities: Warrant liability $ 1,659,468 — — $ 1,659,468 Total liabilities at fair value $ 1,659,468 — — $ 1,659,468 As of December 31, 2021, there was no warrant liability. The following table provides a roll-forward of the warrant liability measured at fair value on a recurring basis using unobservable level 3 inputs for the years ended December 31, 2022 as follows: Schedule of Warrant Liability Measured Fair Value On A Recurring Basis Using Unobservable 2022 Warrant liability Balance as of beginning of period – December 31, 2021 $ - Fair value of warrant liability recognized upon issuance of warrants 5,161,574 Extinguishment of warrant liability upon exercise of warrants (589,839 ) Change in fair value (2,912,267 ) Balance as of end of period – December 31, 2022 $ 1,659,468 The Company’s financial instruments are cash, accounts payable and the warrant liability. The recorded values of cash, and accounts payable ap Prepaid Expenses At December 31, 2022, prepaid expenses consist of prepaid insurance and prepaid services. Prepaid expenses are amounts paid to secure the use of assets or the receipt of services at a future date or continuously over one or more future periods. When the prepaid expenses are eventually consumed, they are charged to expense. The Company had $ 956,925 and $- 0 - in prepaid expenses December 31, 2022 and 2021, respectively. Research and Development Costs Research and development costs include, but are not limited to, payroll and other personnel expenses, consultants, expenses incurred under agreements with contract research and manufacturing organizations and animal clinical investigative sites and the cost to manufacture clinical trial materials. Costs related to research, design and development of products are charged to research and development expense as incurred. Patents and Licenses Effective April 9, 2019, we entered into an Amended and Restated Exclusive License Agreement dated as of March 21, 2019 and amended through three sets of amendments (as so amended the “Amended License Agreement”) with the UCLA TDG. The Amended License Agreement amends and restates the Amended and Restated Exclusive License Agreement, dated as of June 19, 2017 (the “2017 Agreement”). The 2017 Agreement amended and restated the Exclusive License Agreement, effective March 15, 2006, between the Company and UCLA TDG, as amended by ten amendments. See Note 7 for commitments related to the Exclusive License Agreement. Patent expenses include costs to acquire the license of NELL-1, which was de minimis, and costs to file patent applications related to NELL-1. The Company expenses the costs incurred to file patent applications, all costs related to abandoned patent applications and maintenance costs, and these costs are included in general and administrative expenses. Costs associated with licenses acquired to be able to use products from third parties prior to receipt of regulatory approval to market the related products are also expensed. The Company’s licensed technologies may have alternative future uses in that they are enabling (or platform) technologies that can be the basis for multiple products that would each target a specific indication. Costs of acquisition of licenses are expensed. Stock Based Compensation ASC 718, Compensation – Stock Compensation Income Taxes The Company uses an asset and liability approach for accounting and reporting for income taxes that allows recognition and measurement of deferred tax assets based upon the likelihood of realization of tax benefits in future years. Under the asset and liability approach, deferred taxes are provided for the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. A valuation allowance is provided for deferred tax assets if it is more likely than not these items will either expire before the Company is able to realize their benefits, or that future deductibility is uncertain. The Company’s policy is to recognize interest and/or penalties related to income tax matters in income tax expense. No such amounts are accrued as of December 31, 2022 and 2021. Loss per Common Share Basic loss per share is computed by dividing the loss available to common shareholders by the weighted-average number of common shares outstanding during the period. All collateral shares were returned and cancelled on October 13, 2021 when the outstanding debt was converted. Diluted loss per share is computed similar to basic loss per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. Diluted loss per common share reflects the potential dilution that could occur if convertible debentures, options and warrants were to be exercised or converted or otherwise resulted in the issuance of common stock that then shared in the earnings of the entity. Since the effects of outstanding options, warrants, and the conversion of convertible debt are anti-dilutive for the years ended December 31, 2022 and 2021, shares of common stock underlying these instruments have been excluded from the computation of loss per common share. The following sets forth the number of shares of common stock underlying outstanding options, warrants, and convertible debt as of December 31, 2022 and 2021: Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share December 31, 2022 2021 Warrants 13,844,354 1,827,650 Stock options 452,829 241,128 14,297,183 2,068,778 New Accounting Standards In August 2020, the FASB issued ASU No. 2020-06 (“ASU 2020-06”) “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40).” ASU 2020-06 reduces the number of accounting models for convertible debt instruments by eliminating the cash conversion and beneficial conversion models. The diluted net income per share calculation for convertible instruments will require the Company to use the if-converted method. For contracts in an entity’s own equity, the type of contracts primarily affected by this update are freestanding and embedded features that are accounted for as derivatives under the current guidance due to a failure to meet the settlement conditions of the derivative scope exception. This update simplifies the related settlement assessment by removing the requirements to (i) consider whether the contract would be settled in registered shares, (ii) consider whether collateral is required to be posted, and (iii) assess shareholder rights. ASU 2020-06 is effective January 1, 2024, for the Company and the provisions of this update can be adopted using either the modified retrospective method or a fully retrospective method. Early adoption is permitted, but no earlier than January 1, 2021, including interim periods within that year. Effective January 1, 2021, the Company early adopted ASU 2020-06 and that adoption did not have an impact on our financial statements and related disclosures. Other recent accounting pronouncements issued by the FASB, its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company’s present or future financial statements. |
Warrant Liability
Warrant Liability | 12 Months Ended |
Dec. 31, 2022 | |
Warrant Liability | |
Warrant Liability | 3. Warrant Liability In October 2022, the Company completed a public equity offering (see Note 5), which included the issuance of 13,001,445 warrants. The warrants provide for a Black Scholes value calculation in the event of certain transactions (“Fundamental Transactions,” as defined), which includes a floor on volatility utilized in the value calculation at 100% or greater. The Company has determined that this provision introduces leverage to the holders of the warrants that could result in a value that would be greater than the settlement amount of a fixed-for-fixed option on the Company’s own equity shares. Accordingly, pursuant to ASC 815, the Company has classified the fair value of the warrants as a liability to be re-measured at the end of every reporting period with the change in value reported in the statement of operations. The warrant liability was valued at the following dates using a Black-Scholes model with the following assumptions: Schedule of Warrant Liability Black-Scholes Model December 31, 2022 October 12, 2022 (date issued) Warrant liability: Risk-free interest rate 4.26 % 4.12 % Expected volatility 112.58 % 112.73 % Expected life (in years) 4.78 5.0 Expected dividend yield - - Fair Value: Warrant liability $ 1,659,468 $ 5,161,574 The risk-free rate is based on the U.S. Treasury yield curve in effect at the time of grant. Expected volatility was determined based on the historical volatility data of similar companies, considering the industry, products and market capitalization of such other entities. The expected term of the warrants granted are determined based on the duration of time the warrants are expected to be outstanding. The dividend yield on the Company’s warrants is assumed to be zero as the Company has not historically paid dividends. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 4. Income Taxes The provision for income taxes consists of the following: Schedule of Provision for Income Taxes Year Ended December 31, 2022 December 31, 2021 Current: Federal $ - $ - State - - Total current - - Deferred: Federal - - State - - Total deferred - - Provision for income taxes $ - $ - The components of deferred tax assets and liabilities consist of the following: Schedule of Deferred Tax Assets and Liabilities December 31, 2022 December 31, Deferred tax assets Net operating losses $ 10,971,000 $ 9,189,000 Accrued expenses 692,000 693,000 R&D credits 938,000 624,000 Stock compensation 7,751,000 8,287,000 Total 20,352,000 18,793,000 Less: Valuation allowance (20,352,000 ) (18,793,000 ) Deferred tax assets $ - $ - The Company’s federal and state net operating loss carryforwards at December 31, 2022 and 2021 were approximately $ 35,757,000 32,673,000 The Company reviews its deferred tax assets for realization based upon historical taxable income, prudent and feasible tax planning strategies, the expected timing of the reversals of existing temporary differences and expected future taxable income. The Company has concluded that it is more likely than not that the deferred tax assets will not be realized. Accordingly, the Company has recorded a valuation allowance against the net deferred tax assets in the amount of $ 20,352,000 1,559,000 The effective tax rate differs from the statutory tax rate principally due to the change in valuation allowance, nondeductible permanent differences, credits, and state income taxes. A reconciliation of the federal income tax rate to the Company’s effective tax rate for the years ended December 31, 2022 and 2021 is as follows: Schedule of Income Tax Effective Tax Rate December 31, 2022 December 31, Statutory federal income tax rate 21.0 % 21.0 % State taxes, net of federal tax benefit 24.9 % 6.2 % Nondeductible permanent items (4.4 )% (0.1 )% Deferred tax rate change - % - % Research and development credit 21.1 % 0.3 % Change in valuation allowance (62.6 )% (27.4 )% Income tax provision 0.0 % 0.0 % The Company’s effective tax rate is 0 The Company files tax returns for U.S. Federal, State of Massachusetts, and State of California. The Company is not currently subject to any income tax examinations. Since the Company’s inception, the Company had incurred losses from operations, which generally allows all tax years to remain open. |
Stockholders_ Deficit
Stockholders’ Deficit | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Stockholders’ Deficit | 5. Stockholders’ Deficit Preferred Stock The Company’s amended and restated certificate of incorporation authorizes the Company to issue a total of 20,000,000 No Common Stock The Company’s amended and restated certificate of incorporation authorizes the Company to issue a total of 100,000,000 15,301,986 10,350,574 2022 On October 12, 2022, the Company completed a public offering of 3,777,778 1.35 5,100,000 4,454,000 0.001 1.62 120 1.35 100 2.16 160 The underwriter also received 188,888 1.62 5 In October 2022, 1,173,629 1,173,629 2021 On October 15, 2021, the Company completed a public offering (the “October 2021 Primary Offering”) of 1,510,455 0.001 6.30 5.25 6,858,843 226,568 226,568 90,627 6.30 6 During October 2021, Hankey Capital converted all the outstanding convertible notes in accordance with the original term of the note agreements ($ 12,767,894 2,054,041 5,928,774 9,361,702 |
Common Stock Warrants
Common Stock Warrants | 12 Months Ended |
Dec. 31, 2022 | |
Common Stock Warrants | |
Common Stock Warrants | 6. Common Stock Warrants A summary of warrant activity for the years ended December 31, 2022 and 2021 are presented below: Schedule of Warrant Activity Subject to Exercise Number of Weighted Weighted Outstanding as of December 31, 2020 91,841 $ 14.88 0.34 Granted – 2021 1,827,650 6.30 5.00 Forfeited/Expired – 2021 (91,841 ) - - Exercised – 2021 - - - Outstanding as of December 31, 2021 1,827,650 $ 6.30 4.79 Granted – 2022 13,190,333 1.63 5.00 Forfeited/Expired – 2022 - - - Exercised – 2022 (1,173,629 ) - 4.78 Outstanding as of December 31, 2022 13,844,354 $ 1.78 4.65 As of December 31, 2022, the Company had outstanding vested and unexercised Common Stock Warrants as follows: Schedule of Outstanding Vested and Unexercised Common Stock Warrants Date Issued Exercise Price Number of Expiration date October 2021 $ 6.30 1,827,650 October 13, 2026 October 2022 $ 1.62 4,522,703 October 12, 2027 October 2022 $ 1.35 4,333,815 October 12, 2027 October 2022 $ 0.00 3,160,186 October 12, 2027 Total outstanding warrants at December 31, 2022 13,844,354 Based on a fair market value of $ 0.21 3,160,186 663,639 |
Stock-based Compensation
Stock-based Compensation | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-based Compensation | 7. Stock-based Compensation 2015 Equity Incentive Plan The Company has 1,077,529 5 Awards may be granted under our 2015 Equity Incentive Plan to our employees, including officers, director or consultants, and our present or future affiliated entities. While we may grant incentive stock options only to employees, we may grant non-statutory stock options, stock appreciation rights, restricted stock purchase rights or bonuses, restricted stock units, performance shares, performance units and cash-based awards or other stock based awards to any eligible participant. The 2015 Equity Incentive Plan is administered by our compensation committee. Subject to the provisions of our 2015 Equity Incentive Plan, the compensation committee determines, in its discretion, the persons to whom, and the times at which, awards are granted, as well as the size, terms and conditions of each award. All awards are evidenced by a written agreement between us and the holder of the award. The compensation committee has the authority to construe and interpret the terms of our 2015 Equity Incentive Plan and awards granted under our 2015 Equity Incentive Plan. A summary of stock option activity for the years ended December 31, 2022 and 2021 are presented below: Schedule of Stock Option Activity Subject to Exercise Number of Weighted Average Weighted Aggregate Outstanding as of December 31, 2020 226,418 $ 37.00 4.65 $ - Granted – 2021 48,847 4.24 10.00 - Forfeited/Expired – 2021 (34,137 ) 40.48 - - Exercised – 2021 - - - - Outstanding as of December 31, 2021 241,128 $ 32.76 5.43 $ - Granted – 2022 211,701 2.60 7.17 - Forfeited/Expired – 2022 - - - - Exercised – 2022 - - - - Outstanding as of December 31, 2022 452,829 $ 16.84 5.60 $ - Options vested and exercisable at December 31, 2022 397,560 $ 18.97 5.04 $ - As of December 31, 2022, the Company had outstanding stock options as follows: Schedule of Outstanding Stock Options Date Issued Exercise Price Number of Expiration date August 2015 $ 39.75 41,624 December 27, 2025 September 2015 $ 39.75 8,000 December 27, 2025 November 2015 $ 39.75 48,986 December 27, 2025 December 2015 $ 39.75 2,228 December 27, 2025 January 2016 $ 39.75 51,032 January 9, 2026 May 2016 $ 51.25 10,766 May 26, 2026 September 2016 $ 51.25 3,973 May 31, 2026 January 2017 $ 51.25 2,142 January 1, 2027 January 2018 $ 49.25 1,566 January 1, 2028 January 2019 $ 2.35 21,964 January 1, 2029 October 2021 $ 5.25 48,847 October 26, 2031 January 2022 $ 3.52 26,166 January 1, 2032 January 2022 $ 3.72 50,000 January 1, 2024 January 2022 $ 3.72 25,000 January 3, 2024 August 2022 $ 1.61 110,535 August 23, 2032 Total outstanding options at December 31, 2022 452,829 Based on a fair value of $ 0.21 There were 211,701 321,592 266,633 207,035 The Company utilized the Black-Scholes option-pricing model. The assumptions used for the years ended December 31, 2022 and 2021 are as follows: Schedule of Assumptions Using Black-Scholes Option Pricing Model December 31, 2022 December 31, Risk free interest rate 0.39 3.157 % 1.21 % Expected life (in years) 1.00 5.87 2 10 Expected Volatility 96.24 112.54 % 113.93 % Expected dividend yield 0 % 0 % At December 31, 2022, management determined that the Company has limited trading history by which to determine the volatility of its own common stock price. Accordingly, the fair value of the options was determined based on the historical volatility data of similar companies, considering the industry, products and market capitalization of such other entities. The risk-free interest rate used in the calculations is based on the implied yield available on U.S. Treasury issues with an equivalent term approximating the expected life of the options as calculated using the simplified method. The expected life of the options used was based on the contractual life of the option granted. Stock-based compensation is a non-cash expense because we settle these obligations by issuing shares of our common stock from our authorized shares instead of settling such obligations with cash payments. As of December 31, 2022, total unrecognized compensation cost related to unvested stock options was $ 54,959 0.37 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 8. Commitments and Contingencies UCLA TDG Exclusive License Agreement Effective April 9, 2019, we entered into an Amended and Restated Exclusive License Agreement dated as of March 21, 2019 and amended through three sets of amendments (as so amended the “Amended License Agreement”) with the UCLA TDG. The Amended License Agreement amends and restates the Amended and Restated Exclusive License Agreement, dated as of June 19, 2017 (the “2017 Agreement”). The 2017 Agreement amended and restated the Exclusive License Agreement, effective March 15, 2006, between the Company and UCLA TDG, as amended by ten amendments. Under the terms of the Amended License Agreement, the Regents have continued to grant us exclusive rights to develop and commercialize NELL-1 (the “Licensed Product”) for spinal fusion by local administration, osteoporosis and trauma applications. The Licensed Product is a recombinant human protein growth factor that is essential for normal bone development. We have agreed to pay an annual maintenance fee to UCLA TDG of $ 10,000 3.0 50,000 250,000 0.333 10 20 We are obligated to make the following milestone payments to UCLA TDG for each Licensed Product or Licensed Method: ● $ 100,000 ● $ 250,000 ● $ 500,000 ● $ 1,000,000 We are also obligated pay to UCLA TDG a fee (the “Diligence Fee”) of $ 8,000,000 ● Due upon cumulative Net Sales equaling $50,000,000 following the Triggering Sale Date - $2,000,000; ● Due upon cumulative Net Sales equaling $100,000,000 following the Triggering Sale Date - $2,000,000; ● Due upon cumulative Net Sales equaling $200,000,000 following the Triggering Sale Date - $4,000,000. Our obligation to pay the Diligence Fee will survive termination or expiration of the agreement and we are prohibited from assigning, selling, or otherwise transferring any of its assets related to any Licensed Product unless our Diligence Fee obligation is assigned, sold, or transferred along with such assets, or unless we pay UCLA TDG the Diligence Fee within ten (10) days of such assignment, sale or other transfer of such rights to any Licensed Product. We are also obligated to pay UCLA TDG a cash milestone payment within thirty (30) days of a Liquidity Event (including a Change of Control Transaction and a payment election by UCLA TDG exercisable after December 22, 2016) such payment to equal the greater of: ● $ 500,000 ● 2 As of December 31, 2022, none of the above milestones has been met. We are obligated to diligently proceed with developing and commercializing licensed products under UCLA TDG patents set forth in the Amended License Agreement. UCLA TDG has the right to either terminate the license or reduce the license to a non-exclusive license if we do not meet certain diligence milestone deadlines set forth in the Amended License Agreement. We must reimburse or pre-pay UCLA TDG for patent prosecution and maintenance costs incurred during the term of the Amended License Agreement. We have the right to bring infringement actions against third party infringers of the Amended License Agreement, UCLA TDG may join voluntarily, at its own expense, or, at our expense, be joined involuntarily to the action. We are required to indemnify UCLA TDG against any third party claims arising out of our exercise of the rights under the Amended License Agreement or any sublicense. Payments to UCLA TDG under the Amended License Agreement for the years ended December 31, 2022 and 2021 were $ 25,623 45,500 Development Contracts During the year ended December 31, 2022, the Company entered into two contracts with one vendor for development activities of NELL-1. At December 31, 2022, there was $ 295,990 755,359 5,625,731 Contingencies The Company is subject to claims and assessments from time to time in the ordinary course of business. The Company’s management does not believe that any such matters, individually or in the aggregate, will have a material adverse effect on the Company’s business, financial condition, results of operations or cash flows. In July 2019, Dr. Bessie (Chia) Soo and Dr. Kang (Eric) Ting (“Plaintiffs”) filed a complaint (the “Complaint”) in federal court in Massachusetts against the Company, Bruce Stroever (“Stroever”), John Booth (“Booth”), Stephen LaNeve (“LaNeve”, and together with Stroever and Booth, the “Individual Defendants”), and MTF Biologics (f/k/a The Musculoskeletal Transplant Foundation, Inc.) (“MTF”). The Complaint alleges claims for breach of contract against the Company and tortious interference with contract against the Individual Defendants and MTF arising from the termination of the Professional Service Agreements, dated as of January 8, 2016, between the Company and each of the Plaintiffs. The Individual Defendants have been sued for actions taken by them in connection with their service to the Company as directors and/or officers of the Company. As such, the Company has certain indemnification obligations to the Individual Defendants. The Company and the Individual Defendants intend to vigorously defend against the allegations in the Complaint. Although the Complaint was filed several years ago, due to the Covid-19 Pandemic and long delays in the court ruling on various motions to dismiss, in terms of case progression the case is still in its early stages with the claims in the case not being set until April 2022 and preliminary discovery starting since then. Based on the early stage of the litigation, it is not possible to estimate the amount or range of any possible loss arising from the expenditure of defense fees, a judgment or settlement of the matter. NASDAQ Notice On November 17, 2022, the Company received a written notice from the NASDAQ Stock Market LLC (“Nasdaq”) that the Company has not been in compliance with the minimum bid price requirement set forth in Nasdaq Listing Rule 5550(a)(2) for a period of 30 consecutive business days. Nasdaq Listing Rule 5550(a)(2) requires listed securities to maintain a minimum closing bid price of $1.00 per share, and Nasdaq Listing Rule 5810(c)(3)(A) provides that a failure to meet the minimum closing bid price requirement exists if the deficiency continues for a period of 30 consecutive business days. The Notice has no immediate effect on the listing of the Company’s common stock on the Nasdaq Capital Market. In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company is provided a compliance period of 180 calendar days from the date of the Notice, or until May 16, 2023, to regain compliance with the minimum closing bid price requirement. If the Company does not regain compliance during the compliance period ending May 16, 2023, the Company may be afforded a second 180 calendar day period to regain compliance. To qualify for the second compliance period, the Company must (i) meet the continued listing requirement for market value of publicly-held shares and all other initial listing standards for the Nasdaq Capital Market, with the exception of the minimum closing bid price requirement and (ii) notify Nasdaq of its intent to cure the deficiency. The Company can achieve compliance with the minimum closing bid price requirement if, during either compliance period, the minimum closing bid price per share of the Company’s common stock is at least $1.00 for a minimum of 10 consecutive business days. The Company anticipates that its shares of common stock will continue to be listed and traded on the Nasdaq Capital Market during the compliance period(s). The Company plans to carefully assess potential actions to regain compliance. However, the Company may be unable to regain compliance with the minimum closing bid price requirement during the compliance period(s), in which case the Company anticipates Nasdaq would provide a notice to the Company that its shares of common stock are subject to delisting, and the Company’s common shares would thereupon be delisted. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | 9. Subsequent Events On January 25, 2023, the Company’s CEO, Mr. Frelick, received a stock option grant for 2022 bonus achievements whereby he is entitled to 37,750 18,750 The grants were made on the condition that i) the exercise price will be the current market price on the date of the grant; and ii) the options will be issued with a two-year maturity. Any portion of this stock option grant that is not exercised on the date of termination shall be forfeited on such date of termination except: (i) in the case of Termination by the Company Without Cause; and (ii) upon a Change in Control (as defined in the Equity Incentive Plan) of the Company. To allow Mr. Frelick or Ms. Walsh to prevent or mitigate dilution of their equity interests in the Company, in connection with each financing, Mr. Frelick or Ms. Walsh shall be provided an opportunity to invest in the Company such that their interest, at their option, remains undiluted or partially diluted. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying consolidated financial statements and related notes include activities of the Company and have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). |
Use of Estimates | Use of Estimates The preparation of the accompanying consolidated financial statements in conformity with GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and reported amounts of expenses during the reporting period. Significant estimates include the assumptions used in the accrual for potential liabilities, the valuation of debt and equity instruments, the valuation of stock options and warrants issued for services, and deferred tax valuation allowances. Actual results could differ from those estimates. |
Impact of the Novel Coronavirus (COVID-19) on the Company’s Business Operations | Impact of the Novel Coronavirus (COVID-19) on the Company’s Business Operations The global outbreak of the novel coronavirus (COVID-19) has led to severe disruptions in general economic activities worldwide, as businesses and governments have taken broad actions to mitigate this public health crisis. In light of the uncertain and continually evolving situation relating to the spread of COVID-19, this pandemic could pose a risk to the Company. The extent to which the coronavirus may impact the Company’s business operations will depend on future developments, which are highly uncertain and cannot be predicted at this time. The Company intends to continue to monitor the situation and may adjust its current business plans as more information and guidance become available. The coronavirus pandemic presents a challenge to medical facilities worldwide. As the Company’s clinical trials are conducted on an outpatient basis, it is not currently possible to predict the full impact of this developing health crisis on such clinical trials, which could include delays in and increased costs of such clinical trials. Current indications from the clinical research organizations conducting the clinical trials for the Company are that such clinical trials are being delayed or extended for several months as a result of the coronavirus pandemic. There is also significant uncertainty as to the effect that the coronavirus may have on the amount and type of financing available to the Company in the future. |
Inflation | Inflation Macroeconomic factors such as inflation, rising interest rates, governmental responses there to and possible recession caused thereby also add significant uncertainty to our operations and possible effects to the amount and type of financing available to the Company in the future. |
Cash | Cash Cash primarily consists of bank demand deposits maintained by a major financial institution. The Company’s policy is to maintain its cash balances with financial institutions with high credit ratings and in accounts insured by the Federal Deposit Insurance Corporation (the “FDIC”) and/or by the Securities Investor Protection Corporation (the “SIPC”). The Company may periodically have cash balances in financial institutions in excess of the FDIC and SIPC insurance limits of $ 250,000 500,000 |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Accounting standards require certain assets and liabilities be reported at fair value in the financial statements and provide a framework for establishing that fair value. The Company defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The fair value hierarchy is based on three levels of inputs that may be used to measure fair value, of which the first two are considered observable and the last is considered unobservable: Level 1: Quoted prices in active markets for identical assets or liabilities. Level 2: Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 assumptions: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities including liabilities resulting from embedded derivatives associated with certain warrants to purchase common stock. There were n o financial instruments measured on a recurring basis outstanding as of December 31, 2022. The fair value of financial instruments measured on a recurring basis was as follows as of December 31, 2022: Schedule of Fair Value Liabilities Measured On Recurring Basis Description Total Level 1 Level 2 Level 3 As of Description Total Level 1 Level 2 Level 3 Liabilities: Warrant liability $ 1,659,468 — — $ 1,659,468 Total liabilities at fair value $ 1,659,468 — — $ 1,659,468 As of December 31, 2021, there was no warrant liability. The following table provides a roll-forward of the warrant liability measured at fair value on a recurring basis using unobservable level 3 inputs for the years ended December 31, 2022 as follows: Schedule of Warrant Liability Measured Fair Value On A Recurring Basis Using Unobservable 2022 Warrant liability Balance as of beginning of period – December 31, 2021 $ - Fair value of warrant liability recognized upon issuance of warrants 5,161,574 Extinguishment of warrant liability upon exercise of warrants (589,839 ) Change in fair value (2,912,267 ) Balance as of end of period – December 31, 2022 $ 1,659,468 The Company’s financial instruments are cash, accounts payable and the warrant liability. The recorded values of cash, and accounts payable ap |
Prepaid Expenses | Prepaid Expenses At December 31, 2022, prepaid expenses consist of prepaid insurance and prepaid services. Prepaid expenses are amounts paid to secure the use of assets or the receipt of services at a future date or continuously over one or more future periods. When the prepaid expenses are eventually consumed, they are charged to expense. The Company had $ 956,925 and $- 0 - in prepaid expenses December 31, 2022 and 2021, respectively. |
Research and Development Costs | Research and Development Costs Research and development costs include, but are not limited to, payroll and other personnel expenses, consultants, expenses incurred under agreements with contract research and manufacturing organizations and animal clinical investigative sites and the cost to manufacture clinical trial materials. Costs related to research, design and development of products are charged to research and development expense as incurred. |
Patents and Licenses | Patents and Licenses Effective April 9, 2019, we entered into an Amended and Restated Exclusive License Agreement dated as of March 21, 2019 and amended through three sets of amendments (as so amended the “Amended License Agreement”) with the UCLA TDG. The Amended License Agreement amends and restates the Amended and Restated Exclusive License Agreement, dated as of June 19, 2017 (the “2017 Agreement”). The 2017 Agreement amended and restated the Exclusive License Agreement, effective March 15, 2006, between the Company and UCLA TDG, as amended by ten amendments. See Note 7 for commitments related to the Exclusive License Agreement. Patent expenses include costs to acquire the license of NELL-1, which was de minimis, and costs to file patent applications related to NELL-1. The Company expenses the costs incurred to file patent applications, all costs related to abandoned patent applications and maintenance costs, and these costs are included in general and administrative expenses. Costs associated with licenses acquired to be able to use products from third parties prior to receipt of regulatory approval to market the related products are also expensed. The Company’s licensed technologies may have alternative future uses in that they are enabling (or platform) technologies that can be the basis for multiple products that would each target a specific indication. Costs of acquisition of licenses are expensed. |
Stock Based Compensation | Stock Based Compensation ASC 718, Compensation – Stock Compensation |
Income Taxes | Income Taxes The Company uses an asset and liability approach for accounting and reporting for income taxes that allows recognition and measurement of deferred tax assets based upon the likelihood of realization of tax benefits in future years. Under the asset and liability approach, deferred taxes are provided for the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. A valuation allowance is provided for deferred tax assets if it is more likely than not these items will either expire before the Company is able to realize their benefits, or that future deductibility is uncertain. The Company’s policy is to recognize interest and/or penalties related to income tax matters in income tax expense. No such amounts are accrued as of December 31, 2022 and 2021. |
Loss per Common Share | Loss per Common Share Basic loss per share is computed by dividing the loss available to common shareholders by the weighted-average number of common shares outstanding during the period. All collateral shares were returned and cancelled on October 13, 2021 when the outstanding debt was converted. Diluted loss per share is computed similar to basic loss per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. Diluted loss per common share reflects the potential dilution that could occur if convertible debentures, options and warrants were to be exercised or converted or otherwise resulted in the issuance of common stock that then shared in the earnings of the entity. Since the effects of outstanding options, warrants, and the conversion of convertible debt are anti-dilutive for the years ended December 31, 2022 and 2021, shares of common stock underlying these instruments have been excluded from the computation of loss per common share. The following sets forth the number of shares of common stock underlying outstanding options, warrants, and convertible debt as of December 31, 2022 and 2021: Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share December 31, 2022 2021 Warrants 13,844,354 1,827,650 Stock options 452,829 241,128 14,297,183 2,068,778 |
New Accounting Standards | New Accounting Standards In August 2020, the FASB issued ASU No. 2020-06 (“ASU 2020-06”) “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40).” ASU 2020-06 reduces the number of accounting models for convertible debt instruments by eliminating the cash conversion and beneficial conversion models. The diluted net income per share calculation for convertible instruments will require the Company to use the if-converted method. For contracts in an entity’s own equity, the type of contracts primarily affected by this update are freestanding and embedded features that are accounted for as derivatives under the current guidance due to a failure to meet the settlement conditions of the derivative scope exception. This update simplifies the related settlement assessment by removing the requirements to (i) consider whether the contract would be settled in registered shares, (ii) consider whether collateral is required to be posted, and (iii) assess shareholder rights. ASU 2020-06 is effective January 1, 2024, for the Company and the provisions of this update can be adopted using either the modified retrospective method or a fully retrospective method. Early adoption is permitted, but no earlier than January 1, 2021, including interim periods within that year. Effective January 1, 2021, the Company early adopted ASU 2020-06 and that adoption did not have an impact on our financial statements and related disclosures. Other recent accounting pronouncements issued by the FASB, its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company’s present or future financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Schedule of Fair Value Liabilities Measured On Recurring Basis | There were n o financial instruments measured on a recurring basis outstanding as of December 31, 2022. The fair value of financial instruments measured on a recurring basis was as follows as of December 31, 2022: Schedule of Fair Value Liabilities Measured On Recurring Basis Description Total Level 1 Level 2 Level 3 As of Description Total Level 1 Level 2 Level 3 Liabilities: Warrant liability $ 1,659,468 — — $ 1,659,468 Total liabilities at fair value $ 1,659,468 — — $ 1,659,468 |
Schedule of Warrant Liability Measured Fair Value On A Recurring Basis Using Unobservable | As of December 31, 2021, there was no warrant liability. The following table provides a roll-forward of the warrant liability measured at fair value on a recurring basis using unobservable level 3 inputs for the years ended December 31, 2022 as follows: Schedule of Warrant Liability Measured Fair Value On A Recurring Basis Using Unobservable 2022 Warrant liability Balance as of beginning of period – December 31, 2021 $ - Fair value of warrant liability recognized upon issuance of warrants 5,161,574 Extinguishment of warrant liability upon exercise of warrants (589,839 ) Change in fair value (2,912,267 ) Balance as of end of period – December 31, 2022 $ 1,659,468 |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The following sets forth the number of shares of common stock underlying outstanding options, warrants, and convertible debt as of December 31, 2022 and 2021: Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share December 31, 2022 2021 Warrants 13,844,354 1,827,650 Stock options 452,829 241,128 14,297,183 2,068,778 |
Warrant Liability (Tables)
Warrant Liability (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Warrant Liability | |
Schedule of Warrant Liability Black-Scholes Model | The warrant liability was valued at the following dates using a Black-Scholes model with the following assumptions: Schedule of Warrant Liability Black-Scholes Model December 31, 2022 October 12, 2022 (date issued) Warrant liability: Risk-free interest rate 4.26 % 4.12 % Expected volatility 112.58 % 112.73 % Expected life (in years) 4.78 5.0 Expected dividend yield - - Fair Value: Warrant liability $ 1,659,468 $ 5,161,574 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of Provision for Income Taxes | The provision for income taxes consists of the following: Schedule of Provision for Income Taxes Year Ended December 31, 2022 December 31, 2021 Current: Federal $ - $ - State - - Total current - - Deferred: Federal - - State - - Total deferred - - Provision for income taxes $ - $ - |
Schedule of Deferred Tax Assets and Liabilities | The components of deferred tax assets and liabilities consist of the following: Schedule of Deferred Tax Assets and Liabilities December 31, 2022 December 31, Deferred tax assets Net operating losses $ 10,971,000 $ 9,189,000 Accrued expenses 692,000 693,000 R&D credits 938,000 624,000 Stock compensation 7,751,000 8,287,000 Total 20,352,000 18,793,000 Less: Valuation allowance (20,352,000 ) (18,793,000 ) Deferred tax assets $ - $ - |
Schedule of Income Tax Effective Tax Rate | A reconciliation of the federal income tax rate to the Company’s effective tax rate for the years ended December 31, 2022 and 2021 is as follows: Schedule of Income Tax Effective Tax Rate December 31, 2022 December 31, Statutory federal income tax rate 21.0 % 21.0 % State taxes, net of federal tax benefit 24.9 % 6.2 % Nondeductible permanent items (4.4 )% (0.1 )% Deferred tax rate change - % - % Research and development credit 21.1 % 0.3 % Change in valuation allowance (62.6 )% (27.4 )% Income tax provision 0.0 % 0.0 % |
Common Stock Warrants (Tables)
Common Stock Warrants (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Common Stock Warrants | |
Schedule of Warrant Activity | A summary of warrant activity for the years ended December 31, 2022 and 2021 are presented below: Schedule of Warrant Activity Subject to Exercise Number of Weighted Weighted Outstanding as of December 31, 2020 91,841 $ 14.88 0.34 Granted – 2021 1,827,650 6.30 5.00 Forfeited/Expired – 2021 (91,841 ) - - Exercised – 2021 - - - Outstanding as of December 31, 2021 1,827,650 $ 6.30 4.79 Granted – 2022 13,190,333 1.63 5.00 Forfeited/Expired – 2022 - - - Exercised – 2022 (1,173,629 ) - 4.78 Outstanding as of December 31, 2022 13,844,354 $ 1.78 4.65 |
Schedule of Outstanding Vested and Unexercised Common Stock Warrants | As of December 31, 2022, the Company had outstanding vested and unexercised Common Stock Warrants as follows: Schedule of Outstanding Vested and Unexercised Common Stock Warrants Date Issued Exercise Price Number of Expiration date October 2021 $ 6.30 1,827,650 October 13, 2026 October 2022 $ 1.62 4,522,703 October 12, 2027 October 2022 $ 1.35 4,333,815 October 12, 2027 October 2022 $ 0.00 3,160,186 October 12, 2027 Total outstanding warrants at December 31, 2022 13,844,354 |
Stock-based Compensation (Table
Stock-based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Stock Option Activity | A summary of stock option activity for the years ended December 31, 2022 and 2021 are presented below: Schedule of Stock Option Activity Subject to Exercise Number of Weighted Average Weighted Aggregate Outstanding as of December 31, 2020 226,418 $ 37.00 4.65 $ - Granted – 2021 48,847 4.24 10.00 - Forfeited/Expired – 2021 (34,137 ) 40.48 - - Exercised – 2021 - - - - Outstanding as of December 31, 2021 241,128 $ 32.76 5.43 $ - Granted – 2022 211,701 2.60 7.17 - Forfeited/Expired – 2022 - - - - Exercised – 2022 - - - - Outstanding as of December 31, 2022 452,829 $ 16.84 5.60 $ - Options vested and exercisable at December 31, 2022 397,560 $ 18.97 5.04 $ - |
Schedule of Outstanding Stock Options | As of December 31, 2022, the Company had outstanding stock options as follows: Schedule of Outstanding Stock Options Date Issued Exercise Price Number of Expiration date August 2015 $ 39.75 41,624 December 27, 2025 September 2015 $ 39.75 8,000 December 27, 2025 November 2015 $ 39.75 48,986 December 27, 2025 December 2015 $ 39.75 2,228 December 27, 2025 January 2016 $ 39.75 51,032 January 9, 2026 May 2016 $ 51.25 10,766 May 26, 2026 September 2016 $ 51.25 3,973 May 31, 2026 January 2017 $ 51.25 2,142 January 1, 2027 January 2018 $ 49.25 1,566 January 1, 2028 January 2019 $ 2.35 21,964 January 1, 2029 October 2021 $ 5.25 48,847 October 26, 2031 January 2022 $ 3.52 26,166 January 1, 2032 January 2022 $ 3.72 50,000 January 1, 2024 January 2022 $ 3.72 25,000 January 3, 2024 August 2022 $ 1.61 110,535 August 23, 2032 Total outstanding options at December 31, 2022 452,829 |
Schedule of Assumptions Using Black-Scholes Option Pricing Model | The Company utilized the Black-Scholes option-pricing model. The assumptions used for the years ended December 31, 2022 and 2021 are as follows: Schedule of Assumptions Using Black-Scholes Option Pricing Model December 31, 2022 December 31, Risk free interest rate 0.39 3.157 % 1.21 % Expected life (in years) 1.00 5.87 2 10 Expected Volatility 96.24 112.54 % 113.93 % Expected dividend yield 0 % 0 % |
The Company (Details Narrative)
The Company (Details Narrative) - USD ($) | 12 Months Ended | ||||
Oct. 12, 2022 | Oct. 15, 2021 | Oct. 12, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Subsidiary, Sale of Stock [Line Items] | |||||
Stockholders' equity, reverse stock split | On October 12, 2021, an amendment to our certificate of incorporation for a reverse split of the Company’s outstanding common stock at a ratio of 1 for 2.5 became effective | ||||
Accumulated deficit | $ 71,960,227 | $ 70,475,607 | |||
Operating expenses | 8,800,000 | ||||
Net cash used in operating activities | 3,566,913 | 1,228,586 | |||
Proceeds from Issuance of Common Stock | $ 4,454,000 | $ 4,429,860 | $ 6,858,843 | ||
IPO [Member] | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Proceeds from Issuance of Common Stock | $ 5,100,000 | $ 6,858,843 |
Schedule of Fair Value Liabilit
Schedule of Fair Value Liabilities Measured On Recurring Basis (Details) - Fair Value, Recurring [Member] | Dec. 31, 2022 USD ($) |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Warrant liability | $ 1,659,468 |
Total liabilities at fair value | 1,659,468 |
Fair Value, Inputs, Level 1 [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Warrant liability | |
Total liabilities at fair value | |
Fair Value, Inputs, Level 2 [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Warrant liability | |
Total liabilities at fair value | |
Fair Value, Inputs, Level 3 [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Warrant liability | 1,659,468 |
Total liabilities at fair value | $ 1,659,468 |
Schedule of Warrant Liability M
Schedule of Warrant Liability Measured Fair Value On A Recurring Basis Using Unobservable (Details) | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Accounting Policies [Abstract] | |
Balance as of beginning of period – December 31, 2021 | |
Fair value of warrant liability recognized upon issuance of warrants | 5,161,574 |
Extinguishment of warrant liability upon exercise of warrants | (589,839) |
Change in fair value including accrued interest | (2,912,267) |
Balance as of end of period – December 31, 2022 | $ 1,659,468 |
Schedule of Antidilutive Securi
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities | 14,297,183 | 2,068,778 |
Warrant [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities | 13,844,354 | 1,827,650 |
Share-Based Payment Arrangement, Option [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities | 452,829 | 241,128 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Accounting Policies [Abstract] | ||
Cash FDIC insured amount | $ 250,000 | |
Cash SIPC insured amount | 500,000 | |
Prepaid Expense | $ 956,925 | $ 0 |
Schedule of Warrant Liability B
Schedule of Warrant Liability Black-Scholes Model (Details) | Dec. 31, 2022 USD ($) | Oct. 12, 2022 USD ($) | Dec. 31, 2021 USD ($) |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrant liability | $ 1,659,468 | ||
Warrant [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrant liability | $ 1,659,468 | $ 5,161,574 | |
Measurement Input, Risk Free Interest Rate [Member] | Warrant [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Derivative Liability, Measurement Input | 0.0426 | 0.0412 | |
Measurement Input Expected Volatility [Member] | Warrant [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Derivative Liability, Measurement Input | 1.1258 | 1.1273 | |
Measurement Input, Expected Term [Member] | Warrant [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Derivative Liability, Measurement Input | 4.78 | 5 | |
Measurement Input Expected Dividend Yield [Member] | Warrant [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Derivative Liability, Measurement Input |
Schedule of Provision for Incom
Schedule of Provision for Income Taxes (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Federal | ||
State | ||
Total current | ||
Federal | ||
State | ||
Total deferred | ||
Provision for income taxes |
Schedule of Deferred Tax Assets
Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Income Tax Disclosure [Abstract] | ||
Net operating losses | $ 10,971,000 | $ 9,189,000 |
Accrued expenses | 692,000 | 693,000 |
R&D credits | 938,000 | 624,000 |
Stock compensation | 7,751,000 | 8,287,000 |
Total | 20,352,000 | 18,793,000 |
Less: Valuation allowance | (20,352,000) | (18,793,000) |
Deferred tax assets |
Schedule of Income Tax Effectiv
Schedule of Income Tax Effective Tax Rate (Details) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Statutory federal income tax rate | 21% | 21% |
State taxes, net of federal tax benefit | 24.90% | 6.20% |
Nondeductible permanent items | (4.40%) | (0.10%) |
Deferred tax rate change | ||
Research and development credit | 21.10% | 0.30% |
Change in valuation allowance | (62.60%) | (27.40%) |
Income tax provision | 0% | 0% |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Operating Loss Carryforwards | $ 35,757,000 | $ 32,673,000 |
Deferred tax assets, valuation allowance | 20,352,000 | $ 18,793,000 |
Change in the valuation allowance | $ 1,559,000 | |
Effective tax rate | 0% | 0% |
Stockholders_ Deficit (Details
Stockholders’ Deficit (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | ||||
Oct. 12, 2022 | Oct. 15, 2021 | Oct. 31, 2022 | Oct. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Subsidiary, Sale of Stock [Line Items] | ||||||
Preferred stock, shares authorized | 20,000,000 | 20,000,000 | ||||
Preferred stock, shares issued | 0 | 0 | ||||
Common stock, shares authorized | 100,000,000 | 100,000,000 | ||||
Common stock, shares outstanding | 15,301,986 | 10,350,574 | ||||
Proceeds from Issuance of Common Stock | $ 4,454,000 | $ 4,429,860 | $ 6,858,843 | |||
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | ||||
Share Price | $ 0.21 | |||||
Debt conversion converted instrument amount | $ 5,928,774 | |||||
Stock Repurchased and Retired During Period, Shares | 9,361,702 | |||||
Wallach Beth Capital LLC [Member] | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Warrants received shares | 188,888 | |||||
Warrant exercise price | $ 1.62 | |||||
Percentage of toal offering | 5% | |||||
Stock Issued During Period, Shares, New Issues | 226,568 | |||||
Hankey Capital LLC [Member] | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Debt Instrument, Face Amount | $ 12,767,894 | |||||
Interest Payable | $ 2,054,041 | |||||
Series C Warrant [Member] | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Warrants received shares | 1,173,629 | |||||
Common Stock [Member] | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Common Stock, Par or Stated Value Per Share | $ 0.001 | |||||
Stock Issued During Period, Shares, New Issues | 3,777,778 | 1,510,455 | ||||
Common Stock [Member] | Series A Warrant [Member] | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Share Price | $ 1.62 | |||||
Offering price percentage | 120% | |||||
Common Stock [Member] | Series B Warrant [Member] | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Share Price | $ 1.35 | |||||
Offering price percentage | 100% | |||||
Common Stock [Member] | Series C Warrant [Member] | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Share Price | $ 2.16 | |||||
Offering price percentage | 160% | |||||
Warrant exchange for common stock | 1,173,629 | |||||
IPO [Member] | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Sale of Stock, Number of Shares Issued in Transaction | 3,777,778 | 1,510,455 | ||||
Sale of Stock, Price Per Share | $ 1.35 | $ 5.25 | ||||
Proceeds from Issuance of Common Stock | $ 5,100,000 | $ 6,858,843 | ||||
Common Stock, Par or Stated Value Per Share | $ 0.001 | |||||
IPO [Member] | Warrant [Member] | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Shares Issued, Price Per Share | $ 6.30 | |||||
Over-Allotment Option [Member] | Wallach Beth Capital LLC [Member] | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Warrants received shares | 90,627 | |||||
Warrant exercise price | $ 6.30 | |||||
Percentage of toal offering | 6% | |||||
Warrants and Rights Outstanding | $ 226,568 |
Schedule of Warrant Activity (D
Schedule of Warrant Activity (Details) - shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Common Stock Warrants | ||
Number of warrants, outstanding, beginning balance | 1,827,650 | 91,841 |
Weighted average exercise price, outstanding | 6.30 | 14.88 |
Weighted average life, outstanding | 4 years 9 months 14 days | 4 months 2 days |
Number of warrants, granted | 13,190,333 | 1,827,650 |
Weighted average exercise price, granted | 1.63 | 6.30 |
Weighted average life, granted | 5 years | 5 years |
Number of warrants, forfeited/expired | (91,841) | |
Weighted average exercise price,forfeited | ||
Number of warrants, exercised | 1,173,629 | |
Weighted average exercise price,exercised | ||
Number of warrants, forfeited/expired | 91,841 | |
Number of warrants, exercised | (1,173,629) | |
Weighted average life, exercised | 4 years 9 months 10 days | |
Number of warrants, outstanding, beginning balance | 13,844,354 | 1,827,650 |
Weighted average exercise price, outstanding | 1.78 | 6.30 |
Weighted average life, outstanding | 4 years 7 months 24 days |
Schedule of Outstanding Vested
Schedule of Outstanding Vested and Unexercised Common Stock Warrants (Details) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Total outstanding warrants | 13,844,354 | 1,827,650 | 91,841 |
October 2021 [Member] | Vested and Unexercised Common Stock Warrants [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Exercise price | $ 6.30 | ||
Total outstanding warrants | 1,827,650 | ||
Expiration date | Oct. 13, 2026 | ||
October 2022 1 [Member] | Vested and Unexercised Common Stock Warrants [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Exercise price | $ 1.62 | ||
Total outstanding warrants | 4,522,703 | ||
Expiration date | Oct. 12, 2027 | ||
October 2022 2 [Member] | Vested and Unexercised Common Stock Warrants [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Exercise price | $ 1.35 | ||
Total outstanding warrants | 4,333,815 | ||
Expiration date | Oct. 12, 2027 | ||
October 2022 3 [Member] | Vested and Unexercised Common Stock Warrants [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Exercise price | $ 0 | ||
Total outstanding warrants | 3,160,186 | ||
Expiration date | Oct. 12, 2027 |
Common Stock Warrants (Details
Common Stock Warrants (Details Narrative) | Dec. 31, 2022 USD ($) $ / shares shares |
Common Stock Warrants | |
Fair market value | $ / shares | $ 0.21 |
Exercisable unexercised, shares | shares | 3,160,186 |
Exercisable unexercised, intrinsic value | $ | $ 663,639 |
Schedule of Stock Option Activi
Schedule of Stock Option Activity (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Payment Arrangement [Abstract] | ||
Number of Options Outstanding, Beginning balance | 241,128 | 226,418 |
Weighted Average Exercise Price, Outstanding, Beginning balance | $ 32.76 | $ 37 |
Weighted Average Life (Years), Outstanding | 5 years 5 months 4 days | 4 years 7 months 24 days |
Aggregate Intrinsic Value, Outstanding, Beginning balance | ||
Number of Options, Granted | 211,701 | 48,847 |
Weighted Average Exercise Price, Granted | $ 2.60 | $ 4.24 |
Weighted Average Life (Years), Granted | 7 years 2 months 1 day | 10 years |
Number of Options, Forfeited/Expired | (34,137) | |
Weighted Average Exercise Price, Forfeited/Expired | $ 40.48 | |
Number of Options, Exercised | ||
Weighted Average Exercise Price, Exercised | ||
Number of Options Outstanding, Beginning balance | 452,829 | 241,128 |
Weighted Average Exercise Price, Outstanding, Beginning balance | $ 16.84 | $ 32.76 |
Weighted Average Life (Years), Outstanding | 5 years 7 months 6 days | |
Aggregate Intrinsic Value, Outstanding, Beginning balance | ||
Number of Options Exercisable, Ending Balance | 397,560 | |
Weighted Average Exercise Price, Exercisable, Ending Balance | $ 18.97 | |
Weighted Average Exercise Price, Exercisable, Year | 5 years 14 days |
Schedule of Outstanding Stock O
Schedule of Outstanding Stock Options (Details) | 12 Months Ended |
Dec. 31, 2022 $ / shares shares | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Number of options | 452,829 |
August 2015 [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Exercise price | $ / shares | $ 39.75 |
Number of options | 41,624 |
Expiration date | Dec. 27, 2025 |
September 2015 [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Exercise price | $ / shares | $ 39.75 |
Number of options | 8,000 |
Expiration date | Dec. 27, 2025 |
November 2015 [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Exercise price | $ / shares | $ 39.75 |
Number of options | 48,986 |
Expiration date | Dec. 27, 2025 |
December 2015 [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Exercise price | $ / shares | $ 39.75 |
Number of options | 2,228 |
Expiration date | Dec. 27, 2025 |
January 2016 [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Exercise price | $ / shares | $ 39.75 |
Number of options | 51,032 |
Expiration date | Jan. 09, 2026 |
May 2016 [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Exercise price | $ / shares | $ 51.25 |
Number of options | 10,766 |
Expiration date | May 26, 2026 |
September 2016 [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Exercise price | $ / shares | $ 51.25 |
Number of options | 3,973 |
Expiration date | May 31, 2026 |
January 2017 [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Exercise price | $ / shares | $ 51.25 |
Number of options | 2,142 |
Expiration date | Jan. 01, 2027 |
January 2018 [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Exercise price | $ / shares | $ 49.25 |
Number of options | 1,566 |
Expiration date | Jan. 01, 2028 |
January 2019 [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Exercise price | $ / shares | $ 2.35 |
Number of options | 21,964 |
Expiration date | Jan. 01, 2029 |
October 2021 [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Exercise price | $ / shares | $ 5.25 |
Number of options | 48,847 |
Expiration date | Oct. 26, 2031 |
January 2022 [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Exercise price | $ / shares | $ 3.52 |
Number of options | 26,166 |
Expiration date | Jan. 01, 2032 |
January 2022 1 [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Exercise price | $ / shares | $ 3.72 |
Number of options | 50,000 |
Expiration date | Jan. 01, 2024 |
January 2022 2 [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Exercise price | $ / shares | $ 3.72 |
Number of options | 25,000 |
Expiration date | Jan. 03, 2024 |
August 2022 [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Exercise price | $ / shares | $ 1.61 |
Number of options | 110,535 |
Expiration date | Aug. 23, 2032 |
Schedule of Assumptions Using B
Schedule of Assumptions Using Black-Scholes Option Pricing Model (Details) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Risk free interest rate, minimum | 1.21% | |
Expected Volatility | 113.93% | |
Expected dividend yield | 0% | 0% |
Minimum [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Risk free interest rate, minimum | 0.39% | |
Expected life (in years) | 1 year | 2 years |
Expected Volatility | 96.24% | |
Maximum [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Risk free interest rate, minimum | 3.157% | |
Expected life (in years) | 5 years 10 months 13 days | 10 years |
Expected Volatility | 112.54% |
Stock-based Compensation (Detai
Stock-based Compensation (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Fair value | $ 0.21 | |
Number of options, granted | 211,701 | 48,847 |
Fair value of stock option | $ 321,592 | |
Share based compensation expense | $ 266,633 | $ 207,035 |
Weighted average life (Years), Outstanding | 5 years 5 months 4 days | 4 years 7 months 24 days |
2015 Equity Incentive Plan [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Common stock, capital shares reserved for future issuance | 1,077,529 | |
Percentage of stock issued and outstanding | 5% | |
Share-Based Payment Arrangement, Option [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Unrecognized compensation cost | $ 54,959 | |
Weighted average life (Years), Outstanding | 4 months 13 days |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Product Liability Contingency [Line Items] | ||
Prepaid expenses | $ 956,925 | $ 0 |
Amounts remaining for services value | 5,625,731 | |
UCLA TDG [Member] | ||
Product Liability Contingency [Line Items] | ||
License commitment fee | $ 500,000 | |
Proceeds from private placement percentage | 2% | |
One Vendor [Member] | ||
Product Liability Contingency [Line Items] | ||
Prepaid expenses | $ 295,990 | |
Accounts payable | 755,359 | |
License Agreement [Member] | ||
Product Liability Contingency [Line Items] | ||
Maintenance fees | $ 10,000 | |
Percentage of commercial sale of product | 3% | |
License Agreement [Member] | UCLA TDG [Member] | ||
Product Liability Contingency [Line Items] | ||
License commitment fee | $ 25,623 | $ 45,500 |
Diligence fee | 8,000,000 | |
License Agreement [Member] | UCLA TDG [Member] | First Subject in Feasibility Study [Member] | ||
Product Liability Contingency [Line Items] | ||
License commitment fee | 100,000 | |
License Agreement [Member] | UCLA TDG [Member] | First Subject in Pivotal Study [Member] | ||
Product Liability Contingency [Line Items] | ||
License commitment fee | 250,000 | |
License Agreement [Member] | UCLA TDG [Member] | Pre Market Approval of Licensed Product Or Licensed Method [Member] | ||
Product Liability Contingency [Line Items] | ||
License commitment fee | 500,000 | |
License Agreement [Member] | UCLA TDG [Member] | First Commercial Sale of Licensed Product Or Licensed Method [Member] | ||
Product Liability Contingency [Line Items] | ||
License commitment fee | $ 1,000,000 | |
License Agreement [Member] | UCLA TDG [Member] | Minimum [Member] | ||
Product Liability Contingency [Line Items] | ||
Percentage of commercial sale of product | 10% | |
License Agreement [Member] | UCLA TDG [Member] | Maximum [Member] | ||
Product Liability Contingency [Line Items] | ||
Percentage of commercial sale of product | 20% | |
License Agreement [Member] | Third Party [Member] | ||
Product Liability Contingency [Line Items] | ||
Royalty percentage reduced | 0.333% | |
License Agreement [Member] | First Commercial Sale [Member] | ||
Product Liability Contingency [Line Items] | ||
Royalty expenses | $ 50,000 | |
License Agreement [Member] | After First Commercial Sale [Member] | ||
Product Liability Contingency [Line Items] | ||
Royalty expenses | $ 250,000 | |
License Agreement [Member] | Scenario 1 [Member] | UCLA TDG [Member] | ||
Product Liability Contingency [Line Items] | ||
Cumulative net sales description | Due upon cumulative Net Sales equaling $50,000,000 following the Triggering Sale Date - $2,000,000; | |
License Agreement [Member] | Scenario 2 [Member] | UCLA TDG [Member] | ||
Product Liability Contingency [Line Items] | ||
Cumulative net sales description | Due upon cumulative Net Sales equaling $100,000,000 following the Triggering Sale Date - $2,000,000; | |
License Agreement [Member] | Scenario 3 [Member] | UCLA TDG [Member] | ||
Product Liability Contingency [Line Items] | ||
Cumulative net sales description | Due upon cumulative Net Sales equaling $200,000,000 following the Triggering Sale Date - $4,000,000. |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - shares | 12 Months Ended | ||
Jan. 25, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Subsequent Event [Line Items] | |||
Stock option grant | 211,701 | 48,847 | |
Subsequent Event [Member] | Common Stock [Member] | Frelick [Member] | |||
Subsequent Event [Line Items] | |||
Stock option grant | 37,750 | ||
Subsequent Event [Member] | Common Stock [Member] | Walsh [Member] | |||
Subsequent Event [Line Items] | |||
Stock option grant | 18,750 |