Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Feb. 14, 2024 | Jun. 30, 2023 | |
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2023 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2023 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity File Number | 001-40899 | ||
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 | $ 4,162,560 | ||
Entity Common Stock, Shares Outstanding | 534,238 | ||
ICFR Auditor Attestation Flag | false | ||
Document Financial Statement Error Correction [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 | |||
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 | |||
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, 2023 | Dec. 31, 2022 |
Current Assets | ||
Cash | $ 3,026,569 | $ 7,538,312 |
Advances on research and development contract services | 328,844 | 579,910 |
Prepaid insurance | 372,350 | 364,536 |
Prepaid expenses | 10,000 | 12,479 |
Total current assets | 3,737,763 | 8,495,237 |
Total assets | 3,737,763 | 8,495,237 |
Current Liabilities | ||
Accounts payable and accrued expenses | 360,662 | 104,786 |
Research and development contract liabilities | 783,675 | |
Accrued legal settlement | 414,989 | |
Warrant liability | 55,751 | 1,659,468 |
Total current liabilities | 831,402 | 2,547,929 |
Total liabilities | 831,402 | 2,547,929 |
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, 2023 and 2022 | ||
Common stock, $0.001 par value per share; 100,000,000 shares authorized; 534,238 and 63,820 shares issued and outstanding at December 31, 2023 and 2022, respectively | 534 | 64 |
Additional paid-in capital | 83,814,785 | 77,907,471 |
Accumulated deficit | (80,908,958) | (71,960,227) |
Total stockholders’ equity | 2,906,361 | 5,947,308 |
Total liabilities and stockholders’ equity | $ 3,737,763 | $ 8,495,237 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2023 | Dec. 31, 2022 |
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 | 534,238 | 63,820 |
Common stock, shares outstanding | 534,238 | 63,820 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Statement [Abstract] | ||
Revenues | ||
Operating expenses | ||
Research and development | 6,907,824 | 1,579,298 |
General and administrative | 2,520,479 | 2,085,875 |
Total operating expenses | 9,428,303 | 3,665,173 |
Loss from operations | (9,428,303) | (3,665,173) |
Other income (expenses) | ||
Finance cost related to public offering | (731,714) | |
Change in fair value of warrant liability | 892,693 | 2,912,267 |
Legal settlement, net of insurance | (414,989) | |
Interest income | 1,868 | |
Total other income (expenses) | 479,572 | 2,180,553 |
Net loss | $ (8,948,731) | $ (1,484,620) |
Weighted average shares outstanding - basic | 263,137 | 47,658 |
Weighted average shares outstanding - diluted | 263,137 | 47,658 |
Loss per share - basic | $ (34.01) | $ (31.15) |
Loss per share - diluted | $ (34.01) | $ (31.15) |
Consolidated Statement of Stock
Consolidated Statement of Stockholders' Equity - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Balance at Dec. 31, 2021 | $ 43 | $ 77,051,020 | $ (70,475,607) | $ 6,575,456 |
Balance, shares at Dec. 31, 2021 | 43,189 | |||
Fair value of vested stock options issued to employees and directors | 266,633 | 266,633 | ||
Proceeds from sale of common stock in public offering, net of offering costs $684,839 | $ 16 | 4,429,844 | 4,429,860 | |
Proceeds from sale of common stock in public offering, net of offering costs, shares | 15,741 | |||
Fair value of warrant liability recognized upon issuance of warrants | (4,429,860) | (4,429,860) | ||
Exercise of warrants | $ 5 | (5) | ||
Exercise of warrants, shares | 4,890 | |||
Extinguishment of warrant liability upon exercise of warrants | 589,839 | 589,839 | ||
Net Loss | (1,484,620) | (1,484,620) | ||
Balance at Dec. 31, 2022 | $ 64 | 77,907,471 | (71,960,227) | 5,947,308 |
Balance, shares at Dec. 31, 2022 | 63,820 | |||
Fair value of vested stock options issued to employees and directors | 152,599 | 152,599 | ||
Proceeds from sale of common stock in public offering, net of offering costs $684,839 | $ 459 | 5,043,702 | 5,044,161 | |
Proceeds from sale of common stock in public offering, net of offering costs, shares | 459,643 | |||
Exercise of warrants | $ 11 | (11) | ||
Exercise of warrants, shares | 10,775 | |||
Extinguishment of warrant liability upon exercise of warrants | 711,024 | 711,024 | ||
Net Loss | (8,948,731) | (8,948,731) | ||
Balance at Dec. 31, 2023 | $ 534 | $ 83,814,785 | $ (80,908,958) | $ 2,906,361 |
Balance, shares at Dec. 31, 2023 | 534,238 |
Consolidated Statement of Sto_2
Consolidated Statement of Stockholders' Equity (Parenthetical) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Common Stock [Member] | ||
Offering costs | $ 684,839 | $ 686,822 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Cash flows from operating activities | ||
Net loss | $ (8,948,731) | $ (1,484,620) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Stock-based compensation | 152,599 | 266,633 |
Finance cost related to public offering | 731,714 | |
Change in fair value of warrant liability | (892,693) | (2,912,267) |
Changes in operating assets and liabilities: | ||
Advances on research and development contract services | 251,066 | (579,910) |
Prepaid expenses and other current assets | (5,335) | (377,015) |
Accounts payable and accrued expenses | 255,876 | 4,877 |
Research and development contract liabilities | (783,675) | 783,675 |
Accrued legal settlement | 414,989 | |
Net cash used in operating activities | (9,555,904) | (3,566,913) |
Cash flows from financing activities | ||
Proceeds from sale of common stock units in public offering, net of offering costs | 5,044,161 | 4,429,860 |
Net cash provided by financing activities | 5,044,161 | 4,429,860 |
Net (decrease) increase in cash | (4,511,743) | 862,947 |
Cash, beginning of year | 7,538,312 | 6,675,365 |
Cash, end of year | 3,026,569 | 7,538,312 |
Supplemental information | ||
Interest paid - related party | ||
Income taxes paid | ||
Non-cash financing activities | ||
Fair value of warrant liability recognized upon issuance of warrants | 5,161,574 | |
Extinguishment of warrant liability upon exercise of warrants | 711,024 | 589,839 |
Issuance of shares upon cashless exercise of warrants | $ 11 | $ 5 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Pay vs Performance Disclosure [Table] | ||
Net Income (Loss) Attributable to Parent | $ (8,948,731) | $ (1,484,620) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Dec. 31, 2023 | |
Insider Trading Arrangements [Line Items] | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
The Company
The Company | 12 Months Ended |
Dec. 31, 2023 | |
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. The Company is 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 the Company 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. Reverse stock splits On June 5, 2023, the Company filed an amendment to its certificate of incorporation, as amended, with the Secretary of State of the State of Delaware to effect a 1-for-30 reverse stock split of its outstanding common stock and warrants. On December 14, 2023, the Company filed an amendment to its certificate of incorporation, as amended, with the Secretary of State of the State of Delaware to effect a 1-for-8 reverse stock split of its outstanding common stock and warrants All share and per share amounts have been retro-actively restated as if the reverse splits occurred at the beginning of the earliest period presented. Going Concern and Liquidity The Company has no significant operating history and since inception to December 31, 2023 has incurred accumulated losses of approximately $ 80.9 5.5 8.9 9.6 At December 31, 2023, the Company had cash of $ 3.0 During 2023, the Company completed public offerings generating net proceeds to the Company of $ 5.0 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 the Company’s operations, in the case of debt financing, or cause substantial dilution for its stockholders, in the case of equity financing. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Principles of Consolidation The accompanying consolidated financial statements of the Company have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) and include the financial statements of Bone Biologics Corporation and its wholly-owned subsidiary, Bone Biologics Inc. Intercompany balances and transactions have been eliminated in consolidation. Segment Information The Company operates and reports in one segment, which focuses on bone regeneration in spinal fusion using the recombinant human protein known as NELL-1. The Company’s operating segment is reported in a manner consistent with the internal reporting provided to the Chief Operating Decision Maker, which is the Company’s Chief Executive Officer and President. 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 the warrant liability, 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. Inflation Macroeconomic factors such as inflation, rising interest rates, governmental responses there to and possible recession caused thereby also add significant uncertainty to the Company’s 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. The fair value of financial instruments measured on a recurring basis was as follows as of December 31, 2023: Schedule of Fair Value Liabilities Measured on Recurring Basic Description Total Level 1 Level 2 Level 3 As of Description Total Level 1 Level 2 Level 3 Liabilities: Warrant liability $ 55,751 — — $ 55,751 Total liabilities at fair value $ 55,751 — — $ 55,751 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, 2023 as follows: Schedule of Warrant Liability Measured Fair Value on a Recurring Basic Using Unobservable 2023 Warrant liability Balance as of beginning of period – December 31, 2022 $ 1,659,468 Extinguishment of warrant liability upon exercise of warrants (711,024 ) Change in fair value (892,693 ) Balance as of end of period – December 31, 2023 $ 55,751 The Company believes the carrying amount of certain financial instruments, including cash and accounts payable approximate their values based on their short-term nature and are excluded from the fair value tables above. Prepaid Insurance Prepaid insurance represents the premiums paid for directors and officers insurance coverage and for general liability insurance coverage in excess of the amortization of the total policy premium charged to operations at each balance sheet date. Such amount is determined by amortizing the total policy premium charged on a straight-line basis over the respective policy period. As the policy premiums incurred are generally amortizable over the ensuing twelve-month period, they are recorded as a current asset in the Company’s consolidated balance sheet at each reporting date and appropriately amortized to the Company’s consolidated statement of operations for each reporting period. Prepaid Expenses At December 31, 2023, prepaid expenses consisted 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 $ 711,194 956,925 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. Research and development costs are generally charged to operations ratably over the life of the underlying contracts, unless the achievement of milestones, the completion of contracted work, the termination of an agreement, or other information indicates that a different expensing schedule is more appropriate. However, payments for research and development costs that are contractually defined as non-refundable are charged to operations as incurred. Payments made pursuant to contracts are initially recorded as advances on research and development contract services in the Company’s consolidated balance sheet and are then charged to research and development costs in the Company’s consolidated statement of operations as those contract services are performed. Expenses incurred under contracts in excess of amounts advanced are recorded as research and development contract liabilities in the Company’s consolidated balance sheet, with a corresponding charge to research and development costs in the Company’s consolidated statement of operations. The Company reviews the status of its various clinical trial and research and development contracts on a quarterly basis. Research and development costs, including costs associated with clinical trials involving the Company’s lead product candidate, are summarized below based on the respective geographical regions where such costs are incurred. Summary of Geographical Regions 2023 2022 Years Ended December 31, 2023 2022 United States $ 6,693,377 $ 1,579,298 Australia 214,447 - Total $ 6,907,824 $ 1,579,298 Patents and Licenses Effective April 9, 2019, the Company 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 were accrued as of December 31, 2023 and 2022. 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. 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 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, 2023 and 2022, 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 and warrants as of December 31, 2023 and 2022: Schedule of Anti Dilutive Securities Excluded from Computation of Earnings Per Share 2023 2022 December 31, 2023 2022 Warrants 197,844 57,692 Stock options 34,310 1,910 Anti dilutive securities 232,154 59,602 Reclassifications Certain prior year balances have been reclassified to conform with the current year presentation. In presenting the Company’s consolidated balance sheet at December 31, 2022, the Company presented $ 579,910 364,536 956,925 579,910 364,536 10,000 In presenting the Company’s consolidated balance sheet at December 31, 2022, the Company presented $ 783,675 888,461 783,675 104,786 New Accounting Standards The Company’s management has evaluated all the recently issued, but not yet effective, accounting standards and guidance that have been issued or proposed by the FASB or other standards-setting bodies through the filing date of these financial statements and does not believe the future adoption of any such pronouncements will have a material effect on the Company’s financial position and results of operations. |
Warrant Liability
Warrant Liability | 12 Months Ended |
Dec. 31, 2023 | |
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 54,174 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, 2023 October 12, 2022 (date issued) Warrant liability: Risk-free interest rate 3.94 % 4.26 % Expected volatility 136.25 % 112.58 % Expected life (in years) 3.78 4.78 Expected dividend yield - - Fair Value: Warrant liability $ 55,751 $ 1,659,468 The risk-free rate is based on the U.S. Treasury yield curve in effect at the time of grant. The Company determines expected volatility based upon the historical volatility of the Company’s common stock. The Company does not believe that the future volatility of its common stock over an option’s expected term is likely to differ significantly from the past. 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, 2023 | |
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, 2023 December 31, 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, 2023 December 31, Deferred tax assets Net operating losses $ 9,587,000 $ 10,971,000 Accrued expenses 2,091,000 692,000 R&D credits 938,000 938,000 Stock compensation 7,795,000 7,751,000 Total 20,411,000 20,352,000 Less: Valuation allowance (20,411,000 ) (20,352,000 ) Deferred tax assets $ - $ - The Company’s federal and state net operating loss carryforwards at December 31, 2023 and 2022 were approximately $ 30,987,000 35,757,000 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 $ 20,411,000 59,000 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, 2023 and 2022 is as follows: Schedule of Income Tax Effective Tax Rate December 31, 2023 December 31, Statutory federal income tax rate 21.0 % 21.0 % State taxes, net of federal tax benefit (1.4 )% 24.9 % Nondeductible permanent items - % (4.4 )% Deferred tax rate change - % - % Research and development credit - % 21.1 % Change in valuation allowance (19.6 )% (62.6 )% 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, 2023 | |
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 100,000,000 534,238 63,820 2023 In February 2023, 5,837 5,837 In May 2023, 4,938 4,938 On June 14, 2023, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with EF Hutton, division of Benchmark Investments, LLC (“EF Hutton”) acting as representatives of the several underwriters in connection with a public offering (the “Offering”) of an aggregate of 317,259 15.76 317,259 7 47,589 5 4,452,163 On November 20, 2023 the Company sold and issued, in a registered direct offering (the “Registered Direct Offering”), 142,384 5.12 142,384 100 4.16 8,543 6.0 6.40 2022 On October 12, 2022, the Company completed a public offering of 15,741 324.00 5,100,000 4,454,000 0.001 388.80 120 324.00 100 518.40 160 The underwriter also received 788 324.00 5 In October 2022, 4,890 4,890 |
Common Stock Warrants
Common Stock Warrants | 12 Months Ended |
Dec. 31, 2023 | |
Common Stock Warrants | |
Common Stock Warrants | 6. Common Stock Warrants A summary of warrant activity for the years ended December 31, 2023 and 2022 are presented below: Schedule of Warrant Activity Subject to Exercise Number of Weighted Weighted Outstanding as of December 31, 2021 7,620 $ 1,512.00 4.79 Granted – 2022 54,962 391.20 5.00 Forfeited/Expired – 2022 - - - Exercised – 2022 (4,890 ) - 4.78 Outstanding as of December 31, 2022 57,692 $ 427.20 4.65 Granted – 2023 150,927 4.29 5.48 Forfeited/Expired – 2023 - - - Exercised – 2023 (10,775 ) - 3.78 Outstanding as of December 31, 2023 197,844 $ 127.86 4.95 As of December 31, 2023, 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 $ 1,512.00 7,620 October 13, 2026 October 2022 $ 388.80 18,058 October 12, 2027 October 2022 $ 324.00 18,846 October 12, 2027 October 2022 $ 0.00 2,393 October 12, 2027 November 2023 $ 6.40 8,543 November 16, 2028 November 2023 $ 4.16 142,384 May 21, 2029 Total outstanding warrants at December 31, 2023 197,844 Based on a fair market value of $ 4.52 2,393 10,816 |
Stock-based Compensation
Stock-based Compensation | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-based Compensation | 7. Stock-based Compensation 2015 Equity Incentive Plan The Company has 629,489 5 625,000 Awards may be granted under the 2015 Equity Incentive Plan to the Company’s employees, including officers, director or consultants, and its present or future affiliated entities. While the Company may grant incentive stock options only to employees, it 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 the Company’s compensation committee. Subject to the provisions of the 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 the Company and the holder of the award. The compensation committee has the authority to construe and interpret the terms of the 2015 Equity Incentive Plan and awards granted under the 2015 Equity Incentive Plan. A summary of stock option activity for the years ended December 31, 2023 and 2022 are presented below: Schedule of Stock Option Activity Subject to Exercise Number of Weighted Average Weighted Aggregate Outstanding as of December 31, 2021 1,023 $ 7,862.40 5.43 $ - Granted – 2022 887 624.00 7.17 - Forfeited/Expired – 2022 - - - - Exercised – 2022 - - - - Outstanding as of December 31, 2022 1,910 $ 4,041.60 5.60 $ - Granted – 2023 32,400 5.44 9.94 - Forfeited/Expired – 2023 - - - - Exercised – 2023 - - - - Outstanding as of December 31, 2023 34,310 $ 236.70 8.62 $ - Options vested and exercisable at December 31, 2023 26,270 $ 307.58 8.53 $ - As of December 31, 2023, the Company had outstanding stock options as follows: Schedule of Outstanding Stock Options Date Issued Exercise Price Number of Expiration date August 2015 $ 9,540.00 174 December 27, 2025 September 2015 $ 9,540.00 36 December 27, 2025 November 2015 $ 9,540.00 205 December 27, 2025 December 2015 $ 9,540.00 12 December 27, 2025 January 2016 $ 9,540.00 213 January 9, 2026 May 2016 $ 12,300.00 45 May 26, 2026 September 2016 $ 12,300.00 21 May 31, 2026 January 2017 $ 12,300.00 10 January 1, 2027 January 2018 $ 11,820.00 8 January 1, 2028 January 2019 $ 564.00 92 January 1, 2029 October 2021 $ 1,260.00 207 October 26, 2031 January 2022 $ 844.80 111 January 1, 2032 January 2022 $ 892.80 209 January 1, 2024 January 2022 $ 892.80 105 January 3, 2024 August 2022 $ 387.26 462 August 23, 2032 January 2023 $ 57.60 237 January 25, 2025 September 2023 $ 5.12 32,163 September 12, 2033 Total outstanding options at December 31, 2023 34,310 Based on a fair value of $ 4.52 There were 32,400 161,948 152,599 266,633 The Company utilized the Black-Scholes option-pricing model. The assumptions used for the years ended December 31, 2023 and 2022 are as follows: Schedule of Assumptions Using Black-Scholes Option Pricing Mode December 31, 2023 December 31, 2022 Risk free interest rate 4.39 % 0.39 3.157 % Expected Volatility 135.49 % 96.24 112.54 % Expected life (in years) 5.86 1.00 5.87 Expected dividend yield 0 % 0 % The expected volatility is a measure of the amount by which the Company stock price is expected to fluctuate during the expected term of options granted. The Company determines the expected volatility based upon the historical volatility of our common stock since listing on The Nasdaq Capital Market. The Company does not believe that the future volatility of its common stock over an option’s expected term is likely to differ significantly from the past. 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 the Company settles these obligations by issuing shares of its common stock from its authorized shares instead of settling such obligations with cash payments. As of December 31, 2023, total unrecognized compensation cost related to unvested stock options was $ 64,306 0.25 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 8. Commitments and Contingencies UCLA TDG Exclusive License Agreement Effective April 9, 2019, the Company 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 the Company 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. The Company has agreed to pay an annual maintenance fee to UCLA TDG of $ 10,000 3.0 50,000 250,000 0.333 10 20 The Company is 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 The Company is 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; and ● Due upon cumulative Net Sales equaling $200,000,000 following the Triggering Sale Date - $4,000,000. The Company’s obligation to pay the Diligence Fee will survive termination or expiration of the agreement and it is prohibited from assigning, selling, or otherwise transferring any of its assets related to any Licensed Product unless its Diligence Fee obligation is assigned, sold, or transferred along with such assets, or unless it pays UCLA TDG the Diligence Fee within ten (10) days of such assignment, sale or other transfer of such rights to any Licensed Product. The Company is 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, 2023, none of the above milestones has been met. The Company is 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 it does not meet certain diligence milestone deadlines set forth in the Amended License Agreement. The Company must reimburse or pre-pay UCLA TDG for patent prosecution and maintenance costs incurred during the term of the Amended License Agreement. The Company has 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 the Company’s expense, be joined involuntarily to the action. The Company is required to indemnify UCLA TDG against any third party claims arising out of its 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, 2023 and 2022 were $ 30,845 35,623 NASDAQ Panel Decision On September 27, 2023, the Company received a written notice from the Nasdaq notifying the Company that it was not in compliance with the $ 1.00 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. Settlement Agreement 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. On January 10, 2024 the Company entered into a Settlement Agreement and Mutual General Release (the “Agreement”) with Drs. Bessie (Chia) Soo and Kang (Eric) Ting, on the one hand (the “plaintiffs”), and the Company and Stephen LaNeve on the other hand (together with the Company, the “defendants”), in settlement of the claims for breach of contract and tortious interference with contract against the defendants filed in the United States District Court for the District of Massachusetts (the “Court”). The Agreement was effective as of January 9, 2024. The Company had certain indemnification obligations to Mr. LaNeve arising out of actions taken in connection with his service to the Company. Under the Agreement, the Company agreed to pay the plaintiffs $ 750,000 414,989 335,011 414,989 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | 9. Subsequent Events On January 8, 2024, the Company’s Board of Directors appointed Robert E. Gagnon to the Board of Directors. Erick Lucera resigned from the Board of Directors on December 27, 2023, effective as of the date Mr. Gagnon was appointed. Mr. Gagnon received an initial director grant whereby he is entitled to 9 8,006 2,003 6,003 On January 17, 2024, the Company’s CEO, Mr. Frelick, received a stock option grant for 2023 bonus achievements whereby he is entitled to 25,000 12,500 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, 2023 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation The accompanying consolidated financial statements of the Company have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) and include the financial statements of Bone Biologics Corporation and its wholly-owned subsidiary, Bone Biologics Inc. Intercompany balances and transactions have been eliminated in consolidation. |
Segment Information | Segment Information The Company operates and reports in one segment, which focuses on bone regeneration in spinal fusion using the recombinant human protein known as NELL-1. The Company’s operating segment is reported in a manner consistent with the internal reporting provided to the Chief Operating Decision Maker, which is the Company’s Chief Executive Officer and President. |
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 the warrant liability, 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. |
Inflation | Inflation Macroeconomic factors such as inflation, rising interest rates, governmental responses there to and possible recession caused thereby also add significant uncertainty to the Company’s 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. The fair value of financial instruments measured on a recurring basis was as follows as of December 31, 2023: Schedule of Fair Value Liabilities Measured on Recurring Basic Description Total Level 1 Level 2 Level 3 As of Description Total Level 1 Level 2 Level 3 Liabilities: Warrant liability $ 55,751 — — $ 55,751 Total liabilities at fair value $ 55,751 — — $ 55,751 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, 2023 as follows: Schedule of Warrant Liability Measured Fair Value on a Recurring Basic Using Unobservable 2023 Warrant liability Balance as of beginning of period – December 31, 2022 $ 1,659,468 Extinguishment of warrant liability upon exercise of warrants (711,024 ) Change in fair value (892,693 ) Balance as of end of period – December 31, 2023 $ 55,751 The Company believes the carrying amount of certain financial instruments, including cash and accounts payable approximate their values based on their short-term nature and are excluded from the fair value tables above. |
Prepaid Insurance | Prepaid Insurance Prepaid insurance represents the premiums paid for directors and officers insurance coverage and for general liability insurance coverage in excess of the amortization of the total policy premium charged to operations at each balance sheet date. Such amount is determined by amortizing the total policy premium charged on a straight-line basis over the respective policy period. As the policy premiums incurred are generally amortizable over the ensuing twelve-month period, they are recorded as a current asset in the Company’s consolidated balance sheet at each reporting date and appropriately amortized to the Company’s consolidated statement of operations for each reporting period. |
Prepaid Expenses | Prepaid Expenses At December 31, 2023, prepaid expenses consisted 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 $ 711,194 956,925 |
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. Research and development costs are generally charged to operations ratably over the life of the underlying contracts, unless the achievement of milestones, the completion of contracted work, the termination of an agreement, or other information indicates that a different expensing schedule is more appropriate. However, payments for research and development costs that are contractually defined as non-refundable are charged to operations as incurred. Payments made pursuant to contracts are initially recorded as advances on research and development contract services in the Company’s consolidated balance sheet and are then charged to research and development costs in the Company’s consolidated statement of operations as those contract services are performed. Expenses incurred under contracts in excess of amounts advanced are recorded as research and development contract liabilities in the Company’s consolidated balance sheet, with a corresponding charge to research and development costs in the Company’s consolidated statement of operations. The Company reviews the status of its various clinical trial and research and development contracts on a quarterly basis. Research and development costs, including costs associated with clinical trials involving the Company’s lead product candidate, are summarized below based on the respective geographical regions where such costs are incurred. Summary of Geographical Regions 2023 2022 Years Ended December 31, 2023 2022 United States $ 6,693,377 $ 1,579,298 Australia 214,447 - Total $ 6,907,824 $ 1,579,298 |
Patents and Licenses | Patents and Licenses Effective April 9, 2019, the Company 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 were accrued as of December 31, 2023 and 2022. |
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. 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 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, 2023 and 2022, 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 and warrants as of December 31, 2023 and 2022: Schedule of Anti Dilutive Securities Excluded from Computation of Earnings Per Share 2023 2022 December 31, 2023 2022 Warrants 197,844 57,692 Stock options 34,310 1,910 Anti dilutive securities 232,154 59,602 |
Reclassifications | Reclassifications Certain prior year balances have been reclassified to conform with the current year presentation. In presenting the Company’s consolidated balance sheet at December 31, 2022, the Company presented $ 579,910 364,536 956,925 579,910 364,536 10,000 In presenting the Company’s consolidated balance sheet at December 31, 2022, the Company presented $ 783,675 888,461 783,675 104,786 |
New Accounting Standards | New Accounting Standards The Company’s management has evaluated all the recently issued, but not yet effective, accounting standards and guidance that have been issued or proposed by the FASB or other standards-setting bodies through the filing date of these financial statements and does not believe the future adoption of any such pronouncements will have a material effect on the Company’s financial position and results of operations. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Schedule of Fair Value Liabilities Measured on Recurring Basic | The fair value of financial instruments measured on a recurring basis was as follows as of December 31, 2023: Schedule of Fair Value Liabilities Measured on Recurring Basic Description Total Level 1 Level 2 Level 3 As of Description Total Level 1 Level 2 Level 3 Liabilities: Warrant liability $ 55,751 — — $ 55,751 Total liabilities at fair value $ 55,751 — — $ 55,751 |
Schedule of Warrant Liability Measured Fair Value on a Recurring Basic Using Unobservable | 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, 2023 as follows: Schedule of Warrant Liability Measured Fair Value on a Recurring Basic Using Unobservable 2023 Warrant liability Balance as of beginning of period – December 31, 2022 $ 1,659,468 Extinguishment of warrant liability upon exercise of warrants (711,024 ) Change in fair value (892,693 ) Balance as of end of period – December 31, 2023 $ 55,751 |
Summary of Geographical Regions | Research and development costs, including costs associated with clinical trials involving the Company’s lead product candidate, are summarized below based on the respective geographical regions where such costs are incurred. Summary of Geographical Regions 2023 2022 Years Ended December 31, 2023 2022 United States $ 6,693,377 $ 1,579,298 Australia 214,447 - Total $ 6,907,824 $ 1,579,298 |
Schedule of Anti Dilutive Securities Excluded from Computation of Earnings Per Share | The following sets forth the number of shares of common stock underlying outstanding options and warrants as of December 31, 2023 and 2022: Schedule of Anti Dilutive Securities Excluded from Computation of Earnings Per Share 2023 2022 December 31, 2023 2022 Warrants 197,844 57,692 Stock options 34,310 1,910 Anti dilutive securities 232,154 59,602 |
Warrant Liability (Tables)
Warrant Liability (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
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, 2023 October 12, 2022 (date issued) Warrant liability: Risk-free interest rate 3.94 % 4.26 % Expected volatility 136.25 % 112.58 % Expected life (in years) 3.78 4.78 Expected dividend yield - - Fair Value: Warrant liability $ 55,751 $ 1,659,468 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
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, 2023 December 31, 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, 2023 December 31, Deferred tax assets Net operating losses $ 9,587,000 $ 10,971,000 Accrued expenses 2,091,000 692,000 R&D credits 938,000 938,000 Stock compensation 7,795,000 7,751,000 Total 20,411,000 20,352,000 Less: Valuation allowance (20,411,000 ) (20,352,000 ) 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, 2023 and 2022 is as follows: Schedule of Income Tax Effective Tax Rate December 31, 2023 December 31, Statutory federal income tax rate 21.0 % 21.0 % State taxes, net of federal tax benefit (1.4 )% 24.9 % Nondeductible permanent items - % (4.4 )% Deferred tax rate change - % - % Research and development credit - % 21.1 % Change in valuation allowance (19.6 )% (62.6 )% Income tax provision 0.0 % 0.0 % |
Common Stock Warrants (Tables)
Common Stock Warrants (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Common Stock Warrants | |
Schedule of Warrant Activity | A summary of warrant activity for the years ended December 31, 2023 and 2022 are presented below: Schedule of Warrant Activity Subject to Exercise Number of Weighted Weighted Outstanding as of December 31, 2021 7,620 $ 1,512.00 4.79 Granted – 2022 54,962 391.20 5.00 Forfeited/Expired – 2022 - - - Exercised – 2022 (4,890 ) - 4.78 Outstanding as of December 31, 2022 57,692 $ 427.20 4.65 Granted – 2023 150,927 4.29 5.48 Forfeited/Expired – 2023 - - - Exercised – 2023 (10,775 ) - 3.78 Outstanding as of December 31, 2023 197,844 $ 127.86 4.95 |
Schedule of Outstanding Vested and Unexercised Common Stock Warrants | As of December 31, 2023, 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 $ 1,512.00 7,620 October 13, 2026 October 2022 $ 388.80 18,058 October 12, 2027 October 2022 $ 324.00 18,846 October 12, 2027 October 2022 $ 0.00 2,393 October 12, 2027 November 2023 $ 6.40 8,543 November 16, 2028 November 2023 $ 4.16 142,384 May 21, 2029 Total outstanding warrants at December 31, 2023 197,844 |
Stock-based Compensation (Table
Stock-based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Stock Option Activity | A summary of stock option activity for the years ended December 31, 2023 and 2022 are presented below: Schedule of Stock Option Activity Subject to Exercise Number of Weighted Average Weighted Aggregate Outstanding as of December 31, 2021 1,023 $ 7,862.40 5.43 $ - Granted – 2022 887 624.00 7.17 - Forfeited/Expired – 2022 - - - - Exercised – 2022 - - - - Outstanding as of December 31, 2022 1,910 $ 4,041.60 5.60 $ - Granted – 2023 32,400 5.44 9.94 - Forfeited/Expired – 2023 - - - - Exercised – 2023 - - - - Outstanding as of December 31, 2023 34,310 $ 236.70 8.62 $ - Options vested and exercisable at December 31, 2023 26,270 $ 307.58 8.53 $ - |
Schedule of Outstanding Stock Options | As of December 31, 2023, the Company had outstanding stock options as follows: Schedule of Outstanding Stock Options Date Issued Exercise Price Number of Expiration date August 2015 $ 9,540.00 174 December 27, 2025 September 2015 $ 9,540.00 36 December 27, 2025 November 2015 $ 9,540.00 205 December 27, 2025 December 2015 $ 9,540.00 12 December 27, 2025 January 2016 $ 9,540.00 213 January 9, 2026 May 2016 $ 12,300.00 45 May 26, 2026 September 2016 $ 12,300.00 21 May 31, 2026 January 2017 $ 12,300.00 10 January 1, 2027 January 2018 $ 11,820.00 8 January 1, 2028 January 2019 $ 564.00 92 January 1, 2029 October 2021 $ 1,260.00 207 October 26, 2031 January 2022 $ 844.80 111 January 1, 2032 January 2022 $ 892.80 209 January 1, 2024 January 2022 $ 892.80 105 January 3, 2024 August 2022 $ 387.26 462 August 23, 2032 January 2023 $ 57.60 237 January 25, 2025 September 2023 $ 5.12 32,163 September 12, 2033 Total outstanding options at December 31, 2023 34,310 |
Schedule of Assumptions Using Black-Scholes Option Pricing Mode | The Company utilized the Black-Scholes option-pricing model. The assumptions used for the years ended December 31, 2023 and 2022 are as follows: Schedule of Assumptions Using Black-Scholes Option Pricing Mode December 31, 2023 December 31, 2022 Risk free interest rate 4.39 % 0.39 3.157 % Expected Volatility 135.49 % 96.24 112.54 % Expected life (in years) 5.86 1.00 5.87 Expected dividend yield 0 % 0 % |
The Company (Details Narrative)
The Company (Details Narrative) - USD ($) | 12 Months Ended | ||||
Dec. 14, 2023 | Jun. 05, 2023 | Oct. 12, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||||
Stockholders' equity, reverse stock split | the Company filed an amendment to its certificate of incorporation, as amended, with the Secretary of State of the State of Delaware to effect a 1-for-8 reverse stock split of its outstanding common stock and warrants | the Company filed an amendment to its certificate of incorporation, as amended, with the Secretary of State of the State of Delaware to effect a 1-for-30 reverse stock split of its outstanding common stock and warrants. | |||
Accumulated deficit | $ 80,908,958 | $ 71,960,227 | |||
Operating expenses | 5,500,000 | ||||
Net loss | 8,948,731 | 1,484,620 | |||
Net cash used in operating activities | 9,555,904 | 3,566,913 | |||
Cash | 3,026,569 | 7,538,312 | |||
Proceeds from sale of common stock in public offering, net of offering costs | $ 4,454,000 | $ 5,044,161 | $ 4,429,860 |
Schedule of Fair Value Liabilit
Schedule of Fair Value Liabilities Measured on Recurring Basic (Details) - Fair Value, Recurring [Member] | Dec. 31, 2023 USD ($) |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Warrant liability | $ 55,751 |
Total liabilities at fair value | 55,751 |
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 | 55,751 |
Total liabilities at fair value | $ 55,751 |
Schedule of Warrant Liability M
Schedule of Warrant Liability Measured Fair Value on a Recurring Basic Using Unobservable (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Accounting Policies [Abstract] | ||
Balance as of beginning of period – December 31, 2022 | $ 1,659,468 | |
Extinguishment of warrant liability upon exercise of warrants | (711,024) | $ (589,839) |
Change in fair value including accrued interest | (892,693) | |
Balance as of end of period – December 31, 2023 | $ 55,751 | $ 1,659,468 |
Summary of Geographical Regions
Summary of Geographical Regions (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Total | $ 6,907,824 | $ 1,579,298 |
UNITED STATES | ||
Total | 6,693,377 | 1,579,298 |
AUSTRALIA | ||
Total | $ 214,447 |
Schedule of Anti Dilutive Secur
Schedule of Anti Dilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti dilutive securities | 232,154 | 59,602 |
Warrant [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti dilutive securities | 197,844 | 57,692 |
Share-Based Payment Arrangement, Option [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti dilutive securities | 34,310 | 1,910 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Cash FDIC insured amount | $ 250,000 | |
Cash SIPC insured amount | 500,000 | |
Prepaid expense | 711,194 | $ 956,925 |
Advances on research and development contract services | 328,844 | 579,910 |
Prepaid insurance | 364,536 | |
Prepaid expense | 10,000 | 12,479 |
Research and development contract liabilities | 783,675 | |
Accounts payable and accrued expenses | 360,662 | 104,786 |
Revision of Prior Period, Reclassification, Adjustment [Member] | ||
Advances on research and development contract services | 579,910 | |
Prepaid insurance | 364,536 | |
Prepaid expense | 10,000 | |
Research and development contract liabilities | $ 783,675 | 783,675 |
Accounts payable and accrued expenses | $ 888,461 |
Schedule of Warrant Liability B
Schedule of Warrant Liability Black-Scholes Model (Details) - Warrant [Member] | Dec. 31, 2023 USD ($) | Oct. 12, 2022 USD ($) |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair value of warrant liability | $ 55,751 | $ 1,659,468 |
Measurement Input, Risk Free Interest Rate [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and rights outstanding, measurement input | 3.94 | 4.26 |
Measurement Input Expected Volatility [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and rights outstanding, measurement input | 136.25 | 112.58 |
Measurement Input, Expected Term [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and rights outstanding, measurement input | 3.78 | 4.78 |
Measurement Input Expected Dividend Yield [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and rights outstanding, measurement input |
Warrant Liability (Details Narr
Warrant Liability (Details Narrative) | 1 Months Ended |
Oct. 31, 2022 shares | |
Warrant Liability | |
Issuance of warrant shares | 54,174 |
Schedule of Provision for Incom
Schedule of Provision for Income Taxes (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Federal | ||
State | ||
Total current | ||
Federal | ||
State | ||
Total deferred | ||
Provision for income taxes |
Schedule of Deferred Tax Assets
Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Income Tax Disclosure [Abstract] | ||
Net operating losses | $ 9,587,000 | $ 10,971,000 |
Accrued expenses | 2,091,000 | 692,000 |
R&D credits | 938,000 | 938,000 |
Stock compensation | 7,795,000 | 7,751,000 |
Total | 20,411,000 | 20,352,000 |
Less: Valuation allowance | (20,411,000) | (20,352,000) |
Deferred tax assets |
Schedule of Income Tax Effectiv
Schedule of Income Tax Effective Tax Rate (Details) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Statutory federal income tax rate | 21% | 21% |
State taxes, net of federal tax benefit | (1.40%) | 24.90% |
Nondeductible permanent items | (4.40%) | |
Deferred tax rate change | ||
Research and development credit | 21.10% | |
Change in valuation allowance | (19.60%) | (62.60%) |
Income tax provision | 0% | 0% |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Operating Loss Carryforwards | $ 30,987,000 | $ 35,757,000 |
Deferred tax assets, valuation allowance | 20,411,000 | $ 20,352,000 |
Change in the valuation allowance | $ 59,000 | |
Effective tax rate | 0% | 0% |
Stockholders_ Deficit (Details
Stockholders’ Deficit (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |||||||
Nov. 20, 2023 | Jun. 16, 2023 | Jun. 14, 2023 | Oct. 12, 2022 | May 31, 2023 | Feb. 28, 2023 | Oct. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Class 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 | 534,238 | 63,820 | |||||||
Warrants received shares | 788 | ||||||||
Proceeds from issuance of common stock | $ 4,454,000 | $ 5,044,161 | $ 4,429,860 | ||||||
Common stock, par value | $ 0.001 | $ 0.001 | |||||||
Share Price | $ 4.52 | ||||||||
Warrant exercise price | $ 324 | ||||||||
Percentage of toal offering | 5% | ||||||||
IPO [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Sale of stock, number of shares issued in transaction | 15,741 | ||||||||
Sale of stock, price per share | $ 324 | ||||||||
Proceeds from issuance of common stock | $ 5,100,000 | ||||||||
Underwriting Agreement [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Gross proceeds from underwriting discount | $ 5,000,000 | ||||||||
Net proceeds from offering | $ 4,452,163 | ||||||||
Common Stock [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Public offering | 459,643 | 15,741 | |||||||
Common stock, par value | $ 0.001 | ||||||||
Common Stock [Member] | Underwriting Agreement [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Public offering | 317,259 | ||||||||
Public offering price | $ 15.76 | ||||||||
Public offering discount price | 7% | ||||||||
Option to purchase additional shares | 47,589 | ||||||||
Common Stock [Member] | Registered Direct Offering [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Public offering | 142,384 | ||||||||
Public offering price | $ 5.12 | ||||||||
Common Stock [Member] | November Warrants [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Public offering | 142,384 | ||||||||
Public offering price | $ 4.16 | ||||||||
Public offering discount price | 100% | ||||||||
Common Stock [Member] | November Placement Agent Warrants [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Public offering | 8,543 | ||||||||
Public offering price | $ 6.40 | ||||||||
Public offering discount price | 6% | ||||||||
Series C Warrant [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Warrants received shares | 4,938 | 5,837 | 4,890 | ||||||
Series C Warrant [Member] | Common Stock [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Warrant exchange for common stock | 4,938 | 5,837 | 4,890 | ||||||
Share Price | $ 518.40 | ||||||||
Offering price percentage | 160% | ||||||||
Series A Warrant [Member] | Common Stock [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Share Price | $ 388.80 | ||||||||
Offering price percentage | 120% | ||||||||
Series B Warrant [Member] | Common Stock [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Share Price | $ 324 | ||||||||
Offering price percentage | 100% |
Schedule of Warrant Activity (D
Schedule of Warrant Activity (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Common Stock Warrants | ||
Number of Warrants, Outstanding | 57,692 | 7,620 |
Weighted Average Exercise Price, Outstanding | $ 427.20 | $ 1,512 |
Weighted Average Life (Years), Outstanding | 4 years 7 months 24 days | 4 years 9 months 14 days |
Number of Warrants, Granted | 150,927 | 54,962 |
Weighted Average Exercise Price, Granted | $ 4.29 | $ 391.20 |
Weighted Average Life (Years), Granted | 5 years 5 months 23 days | 5 years |
Number of Warrants, Forfeited/Expired | ||
Weighted Average Exercise Price ,Forfeited/Expired | ||
Number of Warrants, Exercised | (10,775) | (4,890) |
Weighted Average Exercise Price, Exercised | ||
Weighted Average Life (Years), Exercised | 3 years 9 months 10 days | 4 years 9 months 10 days |
Number of Warrants, Outstanding | 197,844 | 57,692 |
Weighted Average Exercise Price, Outstanding | $ 127.86 | $ 427.20 |
Weighted Average Life (Years), Outstanding | 4 years 11 months 12 days |
Schedule of Outstanding Vested
Schedule of Outstanding Vested and Unexercised Common Stock Warrants (Details) - $ / shares | Dec. 31, 2023 | Dec. 31, 2022 | Oct. 12, 2022 | Dec. 31, 2021 |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Exercise price | $ 324 | |||
Total outstanding warrants | 197,844 | 57,692 | 7,620 | |
October 2021 [Member] | Vested and Unexercised Common Stock Warrants [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Exercise price | $ 1,512 | |||
Total outstanding warrants | 7,620 | |||
Expiration date | Oct. 13, 2026 | |||
October 2022 [Member] | Vested and Unexercised Common Stock Warrants [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Exercise price | $ 388.80 | |||
Total outstanding warrants | 18,058 | |||
Expiration date | Oct. 12, 2027 | |||
October 2022-1 [Member] | Vested and Unexercised Common Stock Warrants [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Exercise price | $ 324 | |||
Total outstanding warrants | 18,846 | |||
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 | $ 0 | |||
Total outstanding warrants | 2,393 | |||
Expiration date | Oct. 12, 2027 | |||
November 2023 [Member] | Vested and Unexercised Common Stock Warrants [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Exercise price | $ 6.40 | |||
Total outstanding warrants | 8,543 | |||
Expiration date | Nov. 16, 2028 | |||
November 2023-1 [Member] | Vested and Unexercised Common Stock Warrants [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Exercise price | $ 4.16 | |||
Total outstanding warrants | 142,384 | |||
Expiration date | May 21, 2029 |
Common Stock Warrants (Details
Common Stock Warrants (Details Narrative) | Dec. 31, 2023 USD ($) $ / shares shares |
Common Stock Warrants | |
Fair market value | $ / shares | $ 4.52 |
Exercisable unexercised, shares | shares | 2,393 |
Exercisable unexercised, intrinsic value | $ | $ 10,816 |
Schedule of Stock Option Activi
Schedule of Stock Option Activity (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Payment Arrangement [Abstract] | |||
Number of Options Outstanding, Beginning balance | 1,910 | 1,023 | |
Weighted Average Exercise Price, Outstanding, Beginning balance | $ 4,041.60 | $ 7,862.40 | |
Weighted Average Life (Years), Outstanding | 8 years 7 months 13 days | 5 years 7 months 6 days | 5 years 5 months 4 days |
Aggregate Intrinsic Value, Outstanding, Beginning balance | |||
Number of Options, Granted | 32,400 | 887 | |
Weighted Average Exercise Price, Granted | $ 5.44 | $ 624 | |
Weighted Average Life (Years), Granted | 9 years 11 months 8 days | 7 years 2 months 1 day | |
Number of Options, Forfeited/Expired | |||
Weighted Average Exercise Price, Forfeited/Expired | |||
Number of Options, Exercised | |||
Weighted Average Exercise Price, Exercised | |||
Number of Options Outstanding, Ending balance | 34,310 | 1,910 | 1,023 |
Weighted Average Exercise Price, Outstanding, Ending balance | $ 236.70 | $ 4,041.60 | $ 7,862.40 |
Aggregate Intrinsic Value, Outstanding, Ending balance | |||
Number of Options, Options Vested and Exercisable | 26,270 | ||
Weighted Average Exercise Price, Options Vested and Exercisable | $ 307.58 | ||
Weighted Average Exercise Price, Options Vested and Exercisable | 8 years 6 months 10 days | ||
Aggregate Intrinsic Value, Options Vested and Exercisable |
Schedule of Outstanding Stock O
Schedule of Outstanding Stock Options (Details) | 12 Months Ended |
Dec. 31, 2023 $ / shares shares | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Total outstanding options | 34,310 |
August 2015 [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Exercise price | $ / shares | $ 9,540 |
Total outstanding options | 174 |
Expiration date | Dec. 27, 2025 |
September 2015 [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Exercise price | $ / shares | $ 9,540 |
Total outstanding options | 36 |
Expiration date | Dec. 27, 2025 |
November 2015 [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Exercise price | $ / shares | $ 9,540 |
Total outstanding options | 205 |
Expiration date | Dec. 27, 2025 |
December 2015 [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Exercise price | $ / shares | $ 9,540 |
Total outstanding options | 12 |
Expiration date | Dec. 27, 2025 |
January 2016 [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Exercise price | $ / shares | $ 9,540 |
Total outstanding options | 213 |
Expiration date | Jan. 09, 2026 |
May 2016 [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Exercise price | $ / shares | $ 12,300 |
Total outstanding options | 45 |
Expiration date | May 26, 2026 |
September 2016 [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Exercise price | $ / shares | $ 12,300 |
Total outstanding options | 21 |
Expiration date | May 31, 2026 |
January 2017 [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Exercise price | $ / shares | $ 12,300 |
Total outstanding options | 10 |
Expiration date | Jan. 01, 2027 |
January 2018 [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Exercise price | $ / shares | $ 11,820 |
Total outstanding options | 8 |
Expiration date | Jan. 01, 2028 |
January 2019 [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Exercise price | $ / shares | $ 564 |
Total outstanding options | 92 |
Expiration date | Jan. 01, 2029 |
October 2021 [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Exercise price | $ / shares | $ 1,260 |
Total outstanding options | 207 |
Expiration date | Oct. 26, 2031 |
January 2022 [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Exercise price | $ / shares | $ 844.80 |
Total outstanding options | 111 |
Expiration date | Jan. 01, 2032 |
January 2022-1 [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Exercise price | $ / shares | $ 892.80 |
Total outstanding options | 209 |
Expiration date | Jan. 01, 2024 |
January 2022-2 [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Exercise price | $ / shares | $ 892.80 |
Total outstanding options | 105 |
Expiration date | Jan. 03, 2024 |
August 2022 [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Exercise price | $ / shares | $ 387.26 |
Total outstanding options | 462 |
Expiration date | Aug. 23, 2032 |
January 2023 [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Exercise price | $ / shares | $ 57.60 |
Total outstanding options | 237 |
Expiration date | Jan. 25, 2025 |
September 2023 [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Exercise price | $ / shares | $ 5.12 |
Total outstanding options | 32,163 |
Expiration date | Sep. 12, 2033 |
Schedule of Assumptions Using B
Schedule of Assumptions Using Black-Scholes Option Pricing Mode (Details) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Risk free interest rate | 4.39% | |
Expected Volatility | 135.49% | |
Expected life (in years) | 5 years 10 months 9 days | |
Expected dividend yield | 0% | 0% |
Minimum [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Risk free interest rate | 0.39% | |
Expected Volatility | 96.24% | |
Expected life (in years) | 1 year | |
Maximum [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Risk free interest rate | 3.157% | |
Expected Volatility | 112.54% | |
Expected life (in years) | 5 years 10 months 13 days |
Stock-based Compensation (Detai
Stock-based Compensation (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Fair value, per share | $ 4.52 | |
Options granted | 32,400 | 887 |
Fair value of stock option | $ 161,948 | |
Share based compensation expense | $ 152,599 | $ 266,633 |
2015 Equity Incentive Plan [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Common stock, capital shares reserved for future issuance | 629,489 | |
Percentage of stock issued and outstanding | 5% | |
Number of shares | 625,000 | |
Share-Based Payment Arrangement, Option [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Unrecognized compensation cost | $ 64,306 | |
Weighted average period (in years) | 3 months |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - USD ($) | 12 Months Ended | ||||
Jan. 10, 2024 | Jan. 07, 2024 | Sep. 27, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Product Liability Contingency [Line Items] | |||||
Minimum bid price | $ 1 | ||||
Accrued legal settlement | $ (414,989) | ||||
UCLA TDG [Member] | |||||
Product Liability Contingency [Line Items] | |||||
License commitment fee | $ 500,000 | ||||
Proceeds from private placement percentage | 2% | ||||
License Agreement [Member] | |||||
Product Liability Contingency [Line Items] | |||||
Maintenance fees | $ 10,000 | ||||
Licensed sales net | 3% | ||||
License Agreement [Member] | UCLA TDG [Member] | |||||
Product Liability Contingency [Line Items] | |||||
License commitment fee | $ 30,845 | $ 35,623 | |||
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] | |||||
Percentage of commercial sale of product | 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; and | ||||
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. | ||||
Settlement Agreement [Member] | Bone Biologics Corporation [Member] | |||||
Product Liability Contingency [Line Items] | |||||
Accrued legal settlement | $ 414,989 | ||||
Settlement Agreement [Member] | Subsequent Event [Member] | |||||
Product Liability Contingency [Line Items] | |||||
Plaintiffs paid | $ 750,000 | ||||
Settlement Agreement [Member] | Subsequent Event [Member] | Insurance Settlement [Member] | |||||
Product Liability Contingency [Line Items] | |||||
Plaintiffs paid | $ 335,011 | ||||
Settlement Agreement [Member] | Subsequent Event [Member] | Bone Biologics Corporation [Member] | |||||
Product Liability Contingency [Line Items] | |||||
Plaintiffs paid | $ 414,989 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - shares | 12 Months Ended | |||
Jan. 17, 2024 | Jan. 08, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | |
Subsequent Event [Line Items] | ||||
Number of granted shares | 32,400 | 887 | ||
Options are exercisable | 26,270 | |||
Bone Biologics Corporation 2015 Equity Incentive Plan [Member] | Subsequent Event [Member] | ||||
Subsequent Event [Line Items] | ||||
Number of granted shares | 8,006 | |||
Options are exercisable | 2,003 | |||
Options vesting | 6,003 | |||
Mr. Gagnon [Member] | Bone Biologics Corporation 2015 Equity Incentive Plan [Member] | Subsequent Event [Member] | ||||
Subsequent Event [Line Items] | ||||
Number of granted shares | 9 | |||
Mr. Frelick [Member] | Subsequent Event [Member] | ||||
Subsequent Event [Line Items] | ||||
Number of granted shares | 25,000 | |||
Ms. Walsh [Member] | Subsequent Event [Member] | ||||
Subsequent Event [Line Items] | ||||
Number of granted shares | 12,500 |