Adial Pharmaceuticals (ADIL) 10-K 1 Apr 24 2023 FY Annual report Financial data

Cover

Cover - USD ($)	12 Months Ended
	Dec. 31, 2023	Mar. 29, 2024	Jun. 30, 2023
Document Information [Line Items]
Document Type	10-K
Document Annual Report	true
Document Transition Report	false
Document Financial Statement Error Correction [Flag]	false
Entity Interactive Data Current	Yes
ICFR Auditor Attestation Flag	false
Amendment Flag	false
Document Period End Date	Dec. 31, 2023
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	FY
Documents Incorporated by Reference [Text Block]	None
Entity Information [Line Items]
Entity Registrant Name	ADIAL PHARMACEUTICALS, INC.
Entity Central Index Key	0001513525
Entity File Number	001-38323
Entity Tax Identification Number	82-3074668
Entity Incorporation, State or Country Code	DE
Current Fiscal Year End Date	--12-31
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Shell Company	false
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Public Float			$ 5,385,155
Entity Contact Personnel [Line Items]
Entity Address, Address Line One	4870 Sadler Road
Entity Address, Address Line Two	Suite 300
Entity Address, City or Town	Glen Allen
Entity Address, State or Province	VA
Entity Address, Postal Zip Code	23060
Entity Phone Fax Numbers [Line Items]
City Area Code	(804)
Local Phone Number	487-8196
Entity Listings [Line Items]
Title of 12(b) Security	Common Stock, par value $0.001 per share
Trading Symbol	ADIL
Security Exchange Name	NASDAQ
Entity Common Stock, Shares Outstanding		4,054,861

Audit Information

Audit Information	12 Months Ended
	Dec. 31, 2023
Auditor [Table]
Auditor Name	Marcum llp
Auditor Firm ID	688
Auditor Location	Marlton, New Jersey

Consolidated Balance Sheets

Consolidated Balance Sheets - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Current Assets:
Cash and cash equivalents	$ 2,827,082	$ 4,001,794
Prepaid expenses and other current assets	371,597	349,441
Current assets of discontinued operations		428,700
Total Current Assets	3,198,679	4,779,935
Intangible assets, net	3,913	4,477
Equity method investment	1,534,013
Assets of discontinued operations		948,392
Total Assets	4,736,605	5,732,804
Current Liabilities:
Accounts payable	103,325	276,410
Accounts payable, related party	24,062
Accrued expenses	477,747	963,327
Accrued expenses, related party	47,942	175,000
Other current liabilities		10,387
Current liabilities of discontinued operations		365,742
Total Current Liabilities	653,076	1,790,866
Long-term Liabilities:
Long-term liabilities of discontinued operations		665,444
Total Liabilities	653,076	2,456,310
Commitments and contingencies – see Note 9
Stockholders’ Equity
Preferred Stock, 5,000,000 shares authorized with a par value of $0.001 per share, 0 shares outstanding at December 31, 2023 and 2022
Common Stock, 50,000,000 shares authorized with a par value of $0.001 per share, 1,663,421 and 1,067,491 shares issued and outstanding at December 31, 2023 and 2022, respectively	1,663	1,067
Additional paid in capital	72,879,738	66,949,958
Accumulated deficit	(68,797,872)	(63,674,531)
Total Stockholders’ Equity	4,083,529	3,276,494
Total Liabilities and Stockholders’ Equity	$ 4,736,605	$ 5,732,804

Consolidated Balance Sheets (Pa

Consolidated Balance Sheets (Parentheticals) - $ / shares	Dec. 31, 2023	Dec. 31, 2022
Statement of Financial Position [Abstract]
Preferred stock, par value (in Dollars per share)	$ 0.001	$ 0.001
Preferred stock, shares authorized	5,000,000	5,000,000
Preferred stock, shares outstanding	0	0
Common stock, par value (in Dollars per share)	$ 0.001	$ 0.001
Common stock, shares authorized	50,000,000	50,000,000
Common Stock, shares issued	1,663,421	1,067,491
Common Stock, shares outstanding	1,663,421	1,067,491

Consolidated Statements of Oper

Consolidated Statements of Operations - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Operating Expenses:
Research and development	$ 1,267,077	$ 1,950,308
General and administrative	5,620,870	8,909,167
Total Operating Expenses	6,887,947	10,859,475
Loss From Operations	(6,887,947)	(10,859,475)
Other Income (Expense)
Interest income	69,779	63,338
Loss on equity method investment	(193,884)
Other income	10,162
Total other income (expense)	(113,943)	63,338
Loss Before Provision For Income Taxes	(7,001,890)	(10,796,137)
Income tax benefit
Loss from Continuing Operations	(7,001,890)	(10,796,137)
Income (loss) from discontinued operations, net of taxes, including gain on disposal of $2,624,798	1,878,549	(1,935,279)
Net Loss	$ (5,123,341)	$ (12,731,416)
Loss per share from continuing operations, basic and diluted (in Dollars per share)	$ (4.91)	$ (10.78)
Income (loss) per share from discontinued operations, basic (in Dollars per share)	1.32	(1.93)
Net loss per share, basic (in Dollars per share)	$ (3.6)	$ (12.71)
Weighted average shares, basic (in Shares)	1,424,661	1,001,505

Consolidated Statements of Op_2

Consolidated Statements of Operations (Parentheticals) - $ / shares	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Income Statement [Abstract]
Loss per share from continuing operations, diluted	$ (4.91)	$ (10.78)
Income (Loss) per share from discontinued operations, diluted	1.32	(1.93)
Net loss per share, diluted	$ (3.60)	$ (12.71)
Weighted average shares, diluted (in Shares)	1,424,661	1,001,505

Consolidated Statements of Chan

Consolidated Statements of Changes in Stockholders’ Equity - USD ($)	Common Stock	Additional Paid In Capital	Accumulated Deficit	Total
Balance at Dec. 31, 2021	$ 838	$ 54,450,088	$ (50,943,115)	$ 3,507,811
Balance (in Shares) at Dec. 31, 2021	837,868
Stock-based compensation		2,101,210		2,101,210
Stock-based compensation, common stock issued for services	$ 62	1,273,221		1,273,283
Stock-based compensation, common stock issued for services (in Shares)	62,133
Sale of common stock	$ 93	9,123,648		9,123,741
Sale of common stock (in Shares)	92,890
Warrant exercises	$ 74	1,791		$ 1,865
Warrant exercises (in Shares)	74,600			74,600
Net income (loss)			(12,731,416)	$ (12,731,416)
Balance at Dec. 31, 2022	$ 1,067	66,949,958	(63,674,531)	$ 3,276,494
Balance (in Shares) at Dec. 31, 2022	1,067,491			1,067,491
Stock-based compensation		1,232,691		$ 1,232,691
Stock-based compensation, common stock issued for services	$ 49	513,638		513,687
Stock-based compensation, common stock issued for services (in Shares)	48,580
Issuance of commitment shares	$ 8	51,893		51,901
Issuance of commitment shares (in Shares)	7,983
Redemption of fractional shares	$ (1)	(1,660)		(1,661)
Redemption of fractional shares (in Shares)	(199)
Sale of common stock	$ 94	749,849		749,943
Sale of common stock (in Shares)	93,694
Sale of warrants		3,383,312		3,383,312
Warrant exercises	$ 446	57		$ 503
Warrant exercises (in Shares)	445,872			445,872
Net income (loss)			(5,123,341)	$ (5,123,341)
Balance at Dec. 31, 2023	$ 1,663	$ 72,879,738	$ (68,797,872)	$ 4,083,529
Balance (in Shares) at Dec. 31, 2023	1,663,421			1,663,421

Consolidated Statements of Cash

Consolidated Statements of Cash Flows - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
CASH FLOWS FROM OPERATING ACTIVITIES:
Loss from operations	$ (7,001,890)	$ (10,796,137)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation	1,746,378	3,374,493
Amortization of intangible assets	564	564
Cost of Commitment shares issued	51,901
Loss on equity method investment	193,884
Changes in operating assets and liabilities:
Prepaid research and development		9,931
Prepaid expenses and other current assets	(22,156)	40,060
Accrued expenses	(485,580)	(1,413,603)
Accrued expenses, related party	(127,058)	175,000
Accounts payable and other current liabilities	(183,473)	15,826
Accounts payable, related party	24,062
Net cash used in operating activities – continuing operations	(5,803,368)	(8,593,866)
Net cash used in discontinued operations	(1,003,441)	(2,592,119)
Net cash used in operating activities	(6,806,809)	(11,185,985)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase consideration received for sale of assets	1,500,000
Net cash provided by investing activities	1,500,000
CASH FLOWS FROM FINANCING ACTIVITIES:
Net proceeds from equity offerings	749,943	9,123,741
Net proceed from warrant offerings	3,383,312
Proceeds from warrant exercises	503	1,865
Redemption of fractional shares	(1,661)
Net cash provided by financing activities	4,132,097	9,125,606
NET DECREASE IN CASH AND CASH EQUIVALENTS	(1,174,712)	(2,060,379)
CASH AND CASH EQUIVALENTS-BEGINNING OF YEAR	4,001,794	6,062,173
CASH AND CASH EQUIVALENTS-END OF YEAR	2,827,082	4,001,794
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Interest paid
Income taxes paid
Equity consideration received for sale of Purnovate	$ 1,727,897

Description of Business

Description of Business	12 Months Ended
	Dec. 31, 2023
Description of Business [Abstract]
DESCRIPTION OF BUSINESS	1 — DESCRIPTION OF BUSINESS Adial Pharmaceuticals, Inc. (“Adial”) was converted from a limited liability company formed on November 23, 2010 in the Commonwealth of Virginia under the name ADial Pharmaceuticals, LLC, to a corporation and reincorporated in Delaware on October 1, 2017. Adial is presently engaged in the development of medications for the treatment or prevention of addictions and related disorders. Adial’s wholly owned subsidiary, Purnovate, Inc. (“Purnovate”), was formed on January 26, 2021 to acquire, having been formed as Purnovate, LLC in December of 2019. Purnovate was a drug development company with a platform focused on developing drug candidates for non-opioid pain reduction and other diseases and disorders potentially targeted with adenosine analogs that are selective, potent, stable, and soluble. On January 27, 2023, the Company entered into an option agreement for the acquisition of Purnovate’s assets and business with Adovate, LLC (“Adovate”), a Virginia limited liability company that was formed and majority owned by a then Director of the Company and then CEO of Purnovate and was therefore a related party. On May 8, 2023, Adovate sent a letter to the Company exercising its option effective May 16, 2023 for the purchase of the assets and business of the Company’s wholly owned subsidiary, Purnovate, Inc. and made payment of the $450,000 in fees due on exercise. Effective June 30, 2023, Adovate issued to the Company the equity stake in Adovate due on exercise of the option agreement. On August 17, 2023, a Bill of Sale, Assignment and Assumption Agreement (“Bill of Sale”) was executed between Purnovate and Adovate, transferring the Purnovate assets to Adovate, effective as of June 30, 2023. On August 17, 2023, Purnovate and Adovate also entered into a Letter Agreement which stated that Adovate acquired the assets of Purnovate effective as of June 30, 2023, pursuant to the Bill of Sale. On September 18, 2023, the parties executed a final acquisition agreement which memorialized the terms of the sale of the Purnovate assets to Adovate pursuant to the Option Agreement and Bill of Sale. See Note 4 for additional information. In June of 2022, the Company released data from its ONWARD™ Phase 3 pivotal trial of its lead compound AD04 (“AD04”) for the treatment of Alcohol Use Disorder. Both the U.S. Food and Drug Administration (“FDA”) and the European Medicines Authority (“EMA”) have indicated they will accept heavy-drinking-based endpoints as a basis for approval for the treatment of Alcohol Use Disorder rather than the previously required abstinence-based endpoints. The Company has scheduled meetings with the FDA and national medicines authorities in Europe to determine the path toward approval. Key patents have been issued in the United States, the European Union, and other jurisdictions for which the Company has exclusive license rights. The active ingredient in AD04 is ondansetron, a serotonin-3 antagonist. Due to its mechanism of action, AD04 has the potential to be used for the treatment of other addictive disorders, such as Opioid Use Disorder, obesity, smoking, and other drug addictions.

Going Concern and Other Uncerta

Going Concern and Other Uncertainties	12 Months Ended
	Dec. 31, 2023
Going Concern and Other Uncertainties [Abstract]
GOING CONCERN AND OTHER UNCERTAINTIES	2 — GOING CONCERN AND OTHER UNCERTAINTIES The consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”), which contemplate continuation of the Company as a going concern. The Company is in a development stage and has incurred losses each year since inception. Based on the current development plans for AD04 in both the U.S. and international markets and other operating requirements, the Company does not believe that the existing cash and cash equivalents are sufficient to fund operations for the next twelve months following the filing of these consolidated financial statements. The Company has a significant accumulated deficit, incurred recurring losses, and needs to raise additional funds to sustain its operations. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Based on the recently announced results of its ONWARD Phase 3 trial, the Company has scheduled meetings with the FDA and various European national authorities to discuss the appropriate next steps towards the expeditious development of AD04 and to seek product approval. The results of these meetings may materially change the Company’s expectations concerning the expected development cost of AD04. The Company has sold its Purnovate programs to a company formed for that purpose, reduced the Company’s operating expenses and provided approximately $1.5 million in working capital through that third party’s payment of $450 thousand in option exercise fees and a total $1.05 million in cost reimbursements owed pursuant to the Agreement. In October of 2023, the Company sold warrant for net proceeds of approximately $3.4 million. Nonetheless, the Company will require additional capital. There is no certainty that the Company will be able to access additional capital on acceptable terms, if at all, to continue operations after whatever funds are received from the buyer are expended. If unable to access sufficient capital, the Company would be required to delay, scale back or eliminate some or all of its research and development programs or delay its approach to commercialization of AD04, which would likely have a material adverse effect on the Company and its financial statements. The Company’s continued operations will depend on its ability to raise additional capital through various potential sources, such as equity and/or debt financings, grant funding, strategic relationships, or out-licensing in order to complete its subsequent clinical trial requirements for AD04. Management is actively pursuing financing and other strategic plans but can provide no assurances that such financing or other strategic plans will be available on acceptable terms, or at all. Without additional funding, the Company would be required to delay, scale back or eliminate some or all of its research and development programs, which would likely have a material adverse effect on the Company and its financial statements. Other Uncertainties Generally, the industry in which the Company operates subjects the Company to a number of other risks and uncertainties that can affect its operating results and financial condition. Such factors include, but are not limited to: the timing, costs and results of clinical trials and other development activities versus expectations; the ability to obtain regulatory approval to market product candidates; the ability to manufacture products successfully; competition from products sold or being developed by other companies; the price of, and demand for, Company products once approved; the ability to negotiate favorable licensing or other manufacturing and marketing agreements for its products.

Summary of Significant Accounti

Summary of Significant Accounting Policies	12 Months Ended
	Dec. 31, 2023
Basis of Presentation and Summary of Significant Accounting Policies [Abstract]
Summary of Significant Accounting Policies	3 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Use of Estimates The preparation of these consolidated financial statements in conformity with GAAP requires Company management to make estimates and assumptions the affect the amounts of assets and liabilities at the date of these consolidated financial statements and the reported amounts of expenses during the reporting period. Actual results might differ from these estimates. Significant items subject to such estimates and assumptions include accruals associated with third party providers supporting clinical trials, income tax asset realization, and the valuation of equity method investments. Basis of Presentation and Principals of Consolidation The accompanying consolidated financial statements have been prepared in accordance with GAAP. The financial statements represent the consolidation of the Company and its subsidiary in conformity with GAAP. All intercompany transactions have been eliminated in consolidation. Reverse Stock Split On August 4, 2023, the Company effected a reverse stock split of its outstanding shares of common stock, trading on Nasdaq under the symbol ADIL, at a ratio of 1-for-25. The shares authorized for issue under the Company’s charter remained 50,000,000 common stock. All references to common stock, stock warrants to purchase common stock, stock options to purchase common stock, share data, per share data and related information contained in these financial statements have been retrospectively adjusted to reflect the effect of the Reverse Stock Split for all periods presented. Basic and Diluted Loss per Share Basic and diluted loss per share are computed based on the weighted-average outstanding shares of common stock, which are all voting shares. Diluted net loss per share is computed giving effect to all proportional shares of common stock, including stock options, restricted stock, and warrants to the extent dilutive. Basic net loss per share was the same as diluted net loss per share for the years ended December 31, 2023 and 2022 as the inclusion of all potential common shares outstanding would have an anti-dilutive effect. The total potentially dilutive common shares that were excluded for the years ended December 31, 2023 and 2022 were as follows: Potentially 2023 2022 Warrants to purchase common shares 3,251,008 483,834 Common Shares issuable on exercise of options 152,194 172,679 Unvested restricted stock awards 26,664 43,333 Total potentially dilutive Common Shares excluded 3,429,866 699,846 Cash and Cash Equivalents The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents. At times, the Company’s cash balances may exceed the current insured amounts under the Federal Deposit Insurance Corporation. At December 31, 2023, the Company exceeded FDIC insurance limits by approximately $927,000 and held approximately $1.6 million in non-FDIC insured cash equivalent accounts. Included in cash equivalents are money market investments with maturity dates less than ninety days and are carried at fair value. Unrealized gain or loss are included in the interest income and are immaterial to the financial statements. At December 31, 2022, the Company did not exceed FDIC insurance limits but held approximately $3.8 million in non-FDIC insured cash equivalent investments. Equity Method Investments The Company utilizes the equity method to account for investments when it possesses the ability to exercise significant influence, but not control, over the operating and financial decisions of the investee. Equity method investments are measured at cost minus impairment, if any, plus or minus the Company’s proportionate share of the equity method investee’s income or loss. The proportionate share of the income or loss from equity method investments is recognized on a lag. Currently the Company is not obligated to make additional capital contributions for its equity method investments, and therefore only records losses up to the amount of its total investment, inclusive of other investments in and loans to the investee, which are not accounted for as equity method investments. Fair Value Measurements FASB ASC 820, Fair Value Measurement, (“ASC 820”) defines fair value as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the reporting date. The methodology establishes consistency and comparability by providing a fair value hierarchy that prioritizes the inputs to valuation techniques into three broad levels, which are described below: ● Level 1 inputs are quoted market prices in active markets for identical assets or liabilities (these are observable market inputs). ● Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability (includes quoted market prices for similar assets or identical or similar assets in markets in which there are few transactions, prices that are not current or prices that vary substantially). ● Level 3 inputs are unobservable inputs that reflect the entity’s own assumptions in pricing the asset or liability (used when little or no market data is available). The fair value of cash and cash equivalents and accounts payable approximate their carrying value due to their short-term maturities. Research and Development Research and development costs are charged to expense as incurred and include supplies and other direct trial expenses such as fees due to contract research organizations, consultants which support the Company’s research and development endeavors, the acquisition of technology rights without an alternative use, and compensation and benefits of clinical research and development personnel. Certain research and development costs, in particular fees to contract research organizations (“CROs”), are structured with milestone payments due on the occurrence of certain key events. Where such milestone payments are greater than those earned through the provision of such services, the Company recognizes a prepaid asset which is recorded as expense; where fees earned are greater than milestone payments, an accrued expense liability is recorded as expense. Stock-Based Compensation The Company measures the cost of option awards based on the grant date fair value of the awards. That cost is recognized on a straight-line basis over the period during which the awardee was required to provide service in exchange for the entire award. The fair value of options is calculated using the Black-Scholes option pricing model, based on key assumptions such as the expected volatility of the Company’s common stock, the risk-free rate of return, and expected term of the options. The Company’s estimates of these assumptions are primarily based on historical data, peer company data, government data, and the judgment of management regarding future trends. Common shares issued are valued based on the fair value of the Company’s common shares as determined by the market closing price of a share of our common stock on the date of the commitment to make the issuance. Income Taxes The Company accounts for income taxes using the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis and tax carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is established to reduce net deferred tax assets to the amount expected to be realized. The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Changes in recognition and measurement are reflected in the period in which the change in judgment occurs. Interest and penalties related to unrecognized tax benefits are included in income tax expense. The Company has generally recorded a full valuation allowance for its tax carryforwards, reflecting the judgment of Company management that they are more likely than not to expire unused. Recent Accounting Pronouncements In December 2023, the FASB issued ASU 2023-09 (Topic 740), Improvements to income tax disclosures The FASB has recently issued various other updates, most of which represented technical corrections to the accounting literature or application to specific industries. Management does not expect these updates to have a material impact on the Company’s financial position, results of operations or cash flows.

Sale of Purnovate

Sale of Purnovate	12 Months Ended
	Dec. 31, 2023
Sale of Purnovate [Abstract]
SALE OF PURNOVATE	4 — SALE OF PURNOVATE On January 27, 2023, the Company entered into an option agreement for the acquisition of Purnovate’s assets and business with Adovate, LLC (“Adovate”). On May 8, 2023, Adovate sent a letter to the Company exercising its option effective May 16, 2023 for the purchase of the assets and business of the Company’s wholly owned subsidiary, Purnovate, Inc. and made payment of the $450,000 in fees due on exercise. Effective June 30, 2023, Adovate issued to the Company the equity stake in Adovate due on exercise of the option agreement. On August 17, 2023, a Bill of Sale, Assignment and Assumption Agreement (“Bill of Sale”) was executed between Purnovate and Adovate, transferring the Purnovate assets to Adovate, effective as of June 30, 2023. On August 17, 2023, Purnovate and Adovate also entered into a Letter Agreement which stated that Adovate acquired the assets of Purnovate effective as of June 30, 2023, pursuant to the Bill of Sale. On September 18, 2023, the parties executed a final acquisition agreement which memorialized the terms of the sale of the Purnovate assets to Adovate pursuant to the Option Agreement and Bill of Sale. The CEO, founder, and a major equity holder of Adovate is a former director and the former CEO of the Company, but ceased to be a related party on resigning as a director on September 18, 2023. Under the terms of the option agreement, upon the exercise of the option Adovate became liable for reimbursement of all Purnovate operating expenses incurred and paid after December 1, 2022, such reimbursement to be paid within thirty days of execution of the final acquisition agreement with the Company holding a security interest in the assets of Adovate until the expense reimbursement is paid in full. On June 30, 2023, September 20, 2023, and December 8, 2023, payments totaling of $1,050,000 for the reimbursement of previously incurred Purnovate project costs were paid to the Company by the buyer of Purnovate. On June 30, 2023, Adovate issued to the Company a 19.9% equity stake in Adovate as part of consideration owed, which the Company valued at $1,727,897 (see Note 6). Consideration paid by Adovate also included contingent payments based on the occurrence of certain milestone events and a contingent royalty on future sales. No value has been imputed to these contingent payments on the Company’s balance sheet, since it is at present less likely than not that such payments will ever be made. On execution of the final asset purchase agreement, the Company recognized a charge of $37,276 on adjustment of the final expense reimbursement due from its previous estimate, which was recognized as an expense of discontinued operations. Total consideration paid or receivable is $3,227,897. The gain on the sale of Purnovate has been classified as income from discontinued operation. The assets, liabilities, and results of operations of Purnovate, Inc. have been classified as discontinued for purposes of these financial statements and have been retroactively reclassified for past periods. The table below summarizes the sale: Consideration: Cash, including upfronts exercise payments and expense reimbursements prepaid $ 800,000 Fair value of shares received 1,727,897 Expense reimbursements receivable 700,000 Total consideration 3,227,897 Assets sold: Fixed assets, net of depreciation 48,492 In process R&D 455,000 Goodwill 248,971 Operating lease right-of-use asset 180,229 Deposits and prepaid expenses on assumed contracts 428,700 Total assets sold 1,361,392 Liabilities transferred: Contingent liability 506,000 Lease liability 193,796 Payables and accrued liabilities 58,497 Liabilities transferred 758,293 Net assets sold 603,099 Gain on sale 2,624,798

Discontinued Operations

Discontinued Operations	12 Months Ended
	Dec. 31, 2023
Discontinued Operations [Abstract]
DISCONTINUED OPERATIONS	5 — DISCONTINUED OPERATIONS The business of the Company’s wholly owned subsidiary, Purnovate, Inc., was sold during the year ended December 31, 2023 (see Note 4). As a result, all the assets and liabilities and the operating results of Purnovate, Inc. have been classified as discontinued operations. Assets and liabilities included within discontinued operations on the Consolidated Balance Sheets at December 31, 2023 and 2022 are as follows: December 31, December 31, ASSETS Current Assets: Cash and cash equivalents $ — $ — Prepaid research and development — 428,700 Total Current Assets — 428,700 Fixed Assets, net — 50,424 Acquired in-process research and development — 455,000 Right-to-use Asset — 193,997 Goodwill — 248,971 Total non-current assets — 948,392 Total Assets $ — $ 1,377,092 LIABILITIES Current Liabilities: Accounts payable $ — $ 117,424 Accrued expenses — 191,490 Lease liability, current — 56,828 Total Current Liabilities 365,742 Long-term Liabilities: Contingent liabilities — 492,000 Lease liability, non-current — 150,547 Deferred tax liability — 22,897 Total long-term liabilities — 665,444 Total Liabilities $ — $ 1,031,186 Income from discontinued operations, net of tax for the years ended December 31, 2023 and 2022 are as follows: For the Year Ended December 31, 2023 2022 Operating Expenses: Research and development expenses $ 260,748 $ 2,226,690 General and administrative expenses 471,326 230,962 Total Operating Expenses 732,074 2,457,652 Loss From Operations (732,074 ) (2,457,652 ) Other Income (Expense) Interest expense (175 ) (129 ) Change in value of contingent liability (14,000 ) 522,000 Total other income (expense) (14,175 ) 521,871 Loss before provision for income taxes (746,249 ) (1,935,781 ) Income tax benefit (expense) — 502 Loss from discontinued operations, net of tax (746,249 ) (1,935,279 ) Gain on sale 2,624,798 — Gain (loss) from discontinued operations, net of gain on sale $ 1,878,549 $ (1,935,279 )

Equity Method Investments

Equity Method Investments	12 Months Ended
	Dec. 31, 2023
Equity Method Investments [Abstract]
EQUITY METHOD INVESTMENTS	6 — EQUITY METHOD INVESTMENTS On June 30, 2023, Adovate issued to the Company a 19.9% equity stake in Adovate as part of consideration owed upon the exercise of Adovate’s option to purchase the business and assets of the Company’s wholly owned subsidiary, Purnovate, Inc. (See Note 4.) Under the terms of the final asset purchase agreement, Adovate is obligated to protect the Company against dilution by issuing additional equity to the Company in Adovate as Adovate equity is sold to maintain the Company’s 15% equity stake until such time as Adovate has raised $4 million through equity sales. The Company determined the fair value of this equity to be $1,727,897 at time of issue, based on the price of cash sales by Adovate of the same class of equity to third parties around the same time as the date of issue. In accordance with ASC 810, the Company determined that Adovate does not qualify as a variable interest entity, nor does the Company have a controlling financial interest in Adovate. The Company has influence over, but does not control, Adovate through its equity interest in Adovate. The Company has determined that the equity it owns is in-substance common stock. The Company is not the primary beneficiary as it does not have the power to direct the activities of Adovate that most significantly impact Adovate’s economic performance. Accordingly, the Company does not consolidate the financial statements of Adovate with those of the Company. The Company recorded the initial investment in Adovate of $1,727,897 in “Equity method investments” on its consolidated balance sheet. Due to the timing and availability of Adovate’s financial information, the Company is recording its proportionate share of losses from Adovate on a one quarter lag basis. Adovate’s summary balance sheet information as of September 30, 2023 is below: Current Assets $ 524,318 Non-current assets $ 3,368,533 Current liabilities $ 813,371 Non-current liabilities $ 521,592 Results for Adovate’s operations in the three months ended September 30, 2023 are summarized below: Revenues $ — Costs and expenses 963,780 Loss from operations (963,780 ) Other loss (10,512 ) Net loss $ (974,292 ) The Company held a weighted average of 19.9% of Adovate’s equity in the period from issuance to September 30, 2023. The Company recognized an expense of $193,884, classified as other income (expense), against the carrying amount of the equity method investment, representing the Company’s portion of Adovate operating loss for the from issuance to September 30, 2023. At December 31, 2023, the Company held 18.4% of Adovate’s outstanding equity. Activity recorded for the Company’s equity method investment in Adovate in the year ended December 31, 2023 is summarized in the following table: Equity investment carrying amount at January 1, 2023 $ — Fair value of equity method investment at issue 1,727,897 Portion of operating losses recognized (193,884 ) Equity investment carrying amount at December 31, 2023 $ 1,534,013 At December 31, 2023, the Company’s maximum exposure to loss through its equity method investment is limited to the value of its equity.

Accrued Expenses

Accrued Expenses	12 Months Ended
	Dec. 31, 2023
Accrued Expenses [Abstract]
ACCRUED EXPENSES	7 — ACCRUED EXPENSES Accrued expenses consist of the following: December 31, December 31, Clinical research organization services and expenses $ — $ 123,386 Employee compensation 421,365 761,509 Pre-clinical and manufacturing expenses 50,566 5,816 Legal and consulting services 5,816 72,616 Total accrued expenses $ 477,747 $ 963,327

Related Party Transactions

Related Party Transactions	12 Months Ended
	Dec. 31, 2023
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	8 — RELATED PARTY TRANSACTIONS In January 2011, the Company entered into an exclusive, worldwide license agreement with The University of Virginia Patent Foundation d/b/a the University of Virginia Licensing and Ventures Group (the “UVA LVG”) for rights to make, use or sell licensed products in the United States based upon patents and patent applications made and held by UVA LVG (the “UVA LVG License”). The Company is required to pay compensation to the UVA LVG, as described in Note 11. A certain percentage of these payments by the Company to the UVA LVG may then be distributed to the Company’s former Chairman of the Board who currently serves as the Company’s Chief Medical Officer in his capacity as inventor of the patents by the UVA LVG in accordance with their policies at the time. On July 1, 2023, the Company executed a shared services agreement with Adovate, Inc., in which the Company holds a significant equity stake (see Note 6), for sharing of the efforts of certain Adovate employee time and use of Adovate office space and equipment. At December 31, 2023, the Company had $24,062 in outstanding accounts payable and had recognized $7,942 of accrued expense associated with this agreement. In the year ended December 31, 2023 and 2022, the Company recognized $32,005 and zero dollars, respectively, in expenses associated with this agreement. See Note 11 for related party vendor, consulting, and lease agreements. See Note 4 for a related party sale of business.

Stockholders_ Equity

Stockholders’ Equity	12 Months Ended
	Dec. 31, 2023
Shareholders' Equity [Abstract]
STOCKHOLDERS’ EQUITY	9 — STOCKHOLDERS’ EQUITY Standby Equity Purchase Agreement On May 31, 2023, the Company entered into an Equity Purchase Agreement with Alumni Capital, LLC (“Alumni”). This agreement constituted a standby equity purchase agreement (a “SEPA”). Pursuant to the SEPA, the Company has the right, but not the obligation, to sell to Alumni up to $3,000,000 of newly issued shares, subject to increase to $10,000,000 at the option of the Company, at the Company’s request at any time during the commitment period, which commenced on May 31, 2023 and will end on the earlier of (i) December 31, 2024, or (ii) the date on which Alumni shall have made payment of advances requested by the Company totaling up to the commitment amount of $3,000,000. Each sale the Company requests under the SEPA (a “Purchase Notice”) may be for a number of shares of common stock with an aggregate value of up to $500,000, and up to $2,000,000 provided certain conditions concerning the average daily trading value are met. The SEPA provides for shares to be sold to Alumni at 95% of the lowest daily volume weighted average price during the three days after a Purchase Notice is issued to Alumni. The Company determined that the SEPA contains put option elements and forward share issuance elements that fail to meet equity classification under ASC 815-40, Contracts in an Entity’s Own Equity Upon the Company’s entry into and subject to the terms and conditions set forth in the SEPA, 7,983 shares of common stock were issued to Alumni as consideration for its irrevocable commitment to purchase shares of common stock, pursuant to the SEPA, as shown in the consolidated statement of shareholders’ equity. The fair value of these shares of $51,901 was recorded under other expenses. On August 3, 2023, 20,550 shares of common stock were sold under the terms of the SEPA for cash proceeds $140,330. Common Stock Issuances On February 10, 2022, the Company, entered into a securities purchase agreement with an accredited institutional investor (“the Investor”) providing for the issuance of (i) 92,890 shares of the Company’s common stock, par value $0.001, (ii) pre-funded warrants to purchase up to 74,600 shares of common stock with an exercise price of $0.025 per share, which Pre-Funded Warrants are to be issued in lieu of shares of common stock to ensure that the Investor does not exceed certain beneficial ownership limitations, and (iii) warrants, with a term of five years and six months from the date of issuance, to purchase an aggregate of up to 159,115 shares of common stock at an exercise price of $63.00 per share. The Company received net proceeds from the offering of $9,123,741 after deducting fees due to the placement agent and the Company’s transaction expenses. On June 8, 2022, all of the pre-funded warrants issued on February 10, 2022 were exercised for proceeds of $1,865, resulting in issuance of 74,600 shares common stock. During the year ended December 31, 2022, the Company issued 18,800 shares of common stock at a cost of $818,350 to consultants for services rendered. During the year ended December 31, 2022, the Company issued employees 50,000 shares of common stock as bonuses, of which 40,000 remain outstanding. The first issuance of 10,000 shares was forfeited on the termination of the employment of the recipient. The second issuance of 40,000 shares are subject to forfeiture for nominal consideration to Company on termination of the employee, and vest on the following schedule: 1/6 of the issued shares vesting six months from date of issue, then 1/12 vesting at the end of each subsequent three month period, the entire grant being vested three years from date of issue. On December 31, 2023, 13,335 uncancelled shares were vested and 26,665 shares remained subject to repurchase. On February 23, 2023, the Company entered into a securities purchase agreement (the “2023 Purchase Agreement”) with an accredited institutional investor (the “Investor”) providing for the issuance of 73,144 shares of the Company’s common stock. Pursuant to the 2023 Purchase Agreement, the Investor purchased the shares of the Company’s common stock for an aggregate purchase price of $750,000 with net proceeds of $609,613, after placement agent fees and expenses. Pursuant to the Purchase Agreement, an aggregate of 73,144 shares were issued to the Investor. The Company issued to the placement Agent a warrant (the “Placement Agent Warrants”) to purchase up to an aggregate of 7,317 shares of common stock, representing 10% of the aggregate number of shares of Common Stock sold pursuant to the Purchase Agreement. The Placement Agent Warrants have an exercise price equal to $10.25 and are exercisable two months after the closing date and expire five years after the date of issuance. The total estimated fair value of the Placement agent warrant was $58,540. On June 20, 2023, warrants to purchase 432 shares at an exercise price of $0.13 per share were exercised for total proceeds of $58. On October 19, 2023, the Company entered into a securities purchase agreement with an institutional investor for the issuance and sale in a private placement of (i) pre-funded warrants to purchase up to 1,418,440 shares of the Company’s common stock, par value $0.001 at an exercise price of $0.001 per share, (ii) series A warrants to purchase up to 1,418,440 shares of the Company’s Common Stock at an exercise price of $2.82 per share, and (iii) series B warrants to purchase up to 1,418,440 shares of the Company’s Common Stock at an exercise price of $2.82 per share. The combined purchase price for one Pre-Funded Warrant and the accompanying Warrants was $2.819, for gross proceeds of $3,998,582, which was recognized as additional paid-in capital. The net proceeds to the Company from the Private Placement were approximately $3.4 million, after deducting placement agent fees and expenses and offering expenses payable by the Company. In addition, 85,106 warrants with an exercise price of $3.52 per share of common stock were issued to the placement agent. Pursuant to the terms of the purchase agreement, the Company was prohibited from entering into any agreement to issue or announcing the issuance or proposed issuance of any shares of common stock or securities convertible or exercisable into common stock for a period commencing on October 19, 2023 and expiring January 15, 2024. At December 31, 2023, the Purchaser had exercised Pre-Funded Warrants to purchase 445,440 shares of common stock for total proceeds of $445, leaving 973,000 Pre-fund Warrants outstanding. See Note 12 for subsequent exercise of the remaining Pre-Funded Warrants. 2017 Equity Incentive Plan On October 9, 2017, the Company adopted the Adial Pharmaceuticals, Inc. 2017 Equity Incentive Plan (the “2017 Equity Incentive Plan”); which became effective on July 31, 2018. Initially, the aggregate number of shares of our common stock that may be issued pursuant to stock awards under the 2017 Equity Incentive Plan was 70,000 shares. On September 29, 2023, by a vote of the shareholders, the number of shares issuable under the 2017 Equity Incentive Plan was increased to 500,000. At December 31, 2023 the Company had issued and outstanding 138,527 shares and 148,908 options to purchase shares of our common stock under the 2017 Equity Incentive Plan, as well as 3,286 options to purchase shares of common stock that were issued before the 2017 Equity Incentive Plan was adopted, leaving 212,565 available for issue. Stock Options The following table provides the stock option activity for the years ended December, 2023 and 2022: Total Weighted Weighted Weighted Outstanding December 31, 2021 143,411 7.80 $ 66.00 $ 50.50 Issued 29,265 42.50 34.75 Outstanding December 31, 2022 172,676 7.21 $ 62.00 $ 47.75 Issued 39,800 6.11 Cancelled (60,282 ) 60.43 47.39 Outstanding December 31, 2023 152,194 7.02 $ 48.00 $ 36.72 Outstanding December 31, 2023, vested and exercisable 112,264 6.32 $ 58.12 $ 44.10 At December 31, 2023, the total intrinsic value of the outstanding options was zero dollars. The Company used the Black Scholes valuation model to determine the fair value of the options issued, using the following key assumptions for the years ended December 31, 2023 and 2022: December 31, December 31, Fair Value per Share $ 7.50 $ 14.75-50.00 Expected Term 5.75 years 6.0 years Expected Dividend $ — $ — Expected Volatility 107.88 % 107.88-116.54 % Risk free rate 1.89 % 1.89-3.26 % During the year ended December 31, 2023, 39,800 options to purchase shares of common stock were granted at a fair value of $243,157, an approximate weighted average fair value of $6.11 per option, to be amortized over a service a weighted average period of 3.0 years. As of December 31, 2023, $690,035 in unrecognized compensation expense will be recognized over a dollar weighted remaining service period of 2.03 years. The components of stock-based compensation expense included in the Company’s Statements of Operations for the years ended December 31, 2023 and 2022 are as follows: Year ended December 31, 2023 2022 Research and development options expense $ 206,042 230,627 Total research and development expenses 206,042 230,627 General and administrative options expense 1,026,649 1,870,583 Stock issued to consultants and employees 588,504 1,273,283 Cancellation of unvested stock issued to consultants and employees (74,817 ) — Total general and administrative expenses 1,540,336 3,143,866 Total stock-based compensation expense $ 1,746,378 $ 3,374,493 Stock Warrants The following table provides the activity in warrants for the respective periods. Total Warrants Weighted Weighted Average Exercise Price Average Outstanding December 31, 2021 319,610 2.63 $ 120.50 $ 3.50 Issued 241,716 43.50 Exercised (74,600 ) $ 0.03 Outstanding December 31, 2022 486,726 3.04 $ 100.75 $ 0.25 Issued 4,347,743 1.93 Expired (164,589 ) 149.32 Exercised (445,872 ) $ 0.001 Outstanding December 31, 2023 4,224,008 3.31 * $ 7.76 $ 0.43 * As the 973,000 pre-funded warrants outstanding on December 31, 2023 do not expire, they have been excluded from this calculation. This table includes warrants to purchase 13,794 shares of common stock issued to consultants, including the 8,000 issued during the year ended December 31, 2022, with a total fair value of $263,195 at time of issue, calculated using the Black Scholes model assuming an underlying security values of $51.50, volatility rate of 107.88% risk-free rate of 1.71%, and an expected term of 6.5 years. During the years ended December 31, 2023 and 2022, 445,872 and 74,600 warrants to purchase shares of common stock were exercised for total proceeds of $502 and $1,865, respectively.

Income Taxes

Income Taxes	12 Months Ended
	Dec. 31, 2023
Income Tax Disclosure [Abstract]
INCOME TAXES	10 — INCOME TAXES A reconciliation of the statutory Federal income tax rate and effective rate of the provision for income taxes is as follows: Year ended December 31, December 31, Federal statutory rate 21.00 % 21.00 % Stock options (3.69 )% (4.85 )% Change in fair value of investment (0.58 )% (0.00 )% Transaction expenses (1.67 )% — Other permanent items 1.25 % (0.41 )% State taxes 7.08 % 3.93 % Increase in VA (23.19 )% (19.67 )% Other (0.20 )% 0.00 % Effective tax rate 0.00 % 0.00 % Tax expense (benefit) for the year ended December 31, 2023 is shown on the table below: Current Deferred Total Federal — — — State and Local — — — Total — — — Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities recognized for financial reporting, and the amounts recognized for income tax purposes. The significant components of deferred tax assets and liabilities as of December 31, 2023 and 2022, respectively, are as follows: Deferred Tax Assets & Liabilities (rounded) Deferred Tax Asset 2023 2022 Net operating loss carry-forward 12,297,198 11,103,347 Accrued Expenses 101,758 157,869 Restricted stock 15,854 15,982 Section 174 R&D 1,116,665 442,373 Less: valuation allowance (13,531,039 ) (11,719,187 ) Total tax assets $ 437 $ 384 Fixed Asset — — Intangible assets (437 ) (384 ) ROU Assets — — Total deferred tax labilities $ (437 ) $ (384 ) Net deferred tax asset (liability) $ — $ — The Company has a net operating loss carry-forward of $47.3 million for Federal and of $50.2 million state tax purposes at December 31, 2023, that is potentially available to offset future taxable income. NOLS generated prior to 2018 will expire in 2037 and the 20- year carryover limitation was eliminated for losses generated after January 1, 2018, giving the taxpayer the ability to carry forward losses indefinitely. However, NOL carry forward arising after January 1, 2018, will now be limited to 80 percent of Taxable income. In assessing the realizability of the deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income, net operating loss carryback potential and tax planning strategies in making these assessments. Based upon the above criteria, the Company believes that it is more likely than not that the remaining net deferred tax assets will not be realized. Accordingly, the Company has recorded a valuation allowance of $13.5 million against the net deferred tax asset that is not realizable as of December 31, 2023. Section 382 of the Internal Revenue Code (“Section 382”) imposes limitations on a corporation’s ability to utilize net operating losses if it experiences an “ownership change.” In general terms, an ownership change may result from transactions increasing the ownership of certain stockholders in the stock of a corporation by more than 50 percentage points over a three-year period. Any unused annual limitation may be carried over to later years, and the amount of the limitation may under certain circumstances be increased by the built-in gains in assets held by us at the time of the change that are recognized in the five-year period after the change. The company has not performed a study to assess whether an ownership change for purposes of Section 382 has occurred, or whether there have been multiple ownership change since the Company’s inception, due to the significant costs and complexities associated with such study. If the company has experienced a change in control, as defined by Section 382, at any time since its public offering, utilization of net operating loss carryforwards would be subject to an annual limitation under Section 382. Any limitation may result in expiration of a portion of the net operating losses before utilization. The Company files tax returns as prescribed by the tax laws of the jurisdiction in which they operate. In the normal course of business, the Company is subject to examination of Federal and state jurisdiction where applicable based on the statute of limitations that apply in each jurisdiction. As of December 31, 2023, open years related to the federal and state Jurisdictions are 2022, 2021, & 2020. The company has no open tax audits with any taxing authority as of December 31, 2023. The Company had no uncertain tax positions at December 31, 2023.

Commitments and Contingencies

Commitments and Contingencies	12 Months Ended
	Dec. 31, 2023
Commitments and Contingencies [Abstract]
COMMITMENTS AND CONTINGENCIES	11 — COMMITMENTS AND CONTINGENCIES License with University of Virginia Patent Foundation In January 2011, the Company entered into an exclusive, worldwide license agreement with the University of Virginia Patent Foundation, dba UVA Licensing and Ventures Group (“UVA LVG”) for rights to make, use or sell licensed products in the United States based upon the ten separate patents and patent applications made and held by UVA LVG. As consideration for the rights granted in the UVA LVG License, the Company is obligated to pay UVA LVG yearly license fees and milestone payments, as well as a royalty based on net sales of products covered by the patent-related rights. More specifically, the Company paid UVA LVG a license issue fee and is obligated to pay UVA LVG (i) annual minimum royalties of $40,000 commencing in 2017; (ii) a $20,000 milestone payments upon dosing the first patient under a Phase 3 human clinical trial of a licensed product, $155,000 upon the earlier of the completion of a Phase 3 trial of a licensed product, partnering of a licensed product, or sale of the Company, $275,000 upon acceptance of an NDA by the FDA, and $1,000,000 upon approval for sale of AD04 in the U.S., Europe or Japan; as well as (iii) royalties equal to a 2% and 1% of net sales of licensed products in countries in which a valid patent exists or does not exist, respectively, with royalties paid quarterly. In the event of a sublicense to a third party, the Company is obligated to pay royalties to UVA LVG equal to a percentage of what the Company would have been required to pay to UVA LVG had it sold the products under sublicense ourselves. In addition, the Company is required to pay to UVA LVG 15% of any sublicensing income. A certain percentage of these payments by the Company to the UVA LVG may then be distributed to the Company’s former Chairman of the Board who currently serves as the Company’s Chief Medical Officer in his capacity as inventor of the patents by the UVA LVG in accordance with their policies at the time. The license agreement may be terminated by UVA LVG upon sixty (60) days written notice if the Company breaches its obligations thereunder, including failing to make any milestone, failure to make required payments, or the failure to exercise diligence to bring licensed products to market. In the event of a termination, the Company will be obligated to pay all amounts that accrued prior to such termination. The Company is required to use commercially reasonable efforts to achieve the goals of submitting a New Drug Application to the FDA for a licensed product by December 31, 2024 and commencing commercialization of an FDA approved product by December 31, 2025. If the Company were to fail to use commercially reasonable effort and fail to meet either goal, the licensor would have the right to terminate the license. The term of the license continues until the expiration, abandonment or invalidation of all licensed patents and patent applications, and following any such expiration, abandonment or invalidation will continue in perpetuity on a royalty-free, fully paid basis. During both the years ended December 31, 2023 and 2022, the Company recognized $40,000 minimum license royalty expenses under this agreement. At both December 31, 2023 and 2022, total accrued royalties and fees due to UVA LVG were $40,000, shown on balance sheet as accrued expenses, related party. Grant Incentive Plan – Related Party On April 1, 2018, the board of directors approved and then revised, respectively, a grant incentive plan to provide incentive for Bankole A. Johnson, the Company’s Chief Medical Officer and a related party, to secure grant funding for the Company. Under the Grant Incentive Plan, the Company will make a cash payment to the Dr. Johnson each year based on the grant funding received by us in the preceding year in an amount equal to 10% of the first $1 million of grant funding received and 5% of grant funding received in the preceding year above $1 million. Amounts to be paid to the Dr. Johnson be paid as follows: 50% in cash and 50% in stock. As of December 31, 2023, no grant funding that would result in a payment to the Dr. Johnson had been obtained. Consulting Agreement – Related Party On March 24, 2019, the Company entered into a consulting agreement (the “Consulting Agreement”) with Dr. Bankole A. Johnson, who at the time of the agreement was serving as the Chairman of the Board of Directors, for his service as Chief Medical Officer of the Company. The Consulting Agreement has a term of three years, unless terminated by mutual consent or by the Company for cause. Dr. Johnson resigned as Chairman of the Board of Directors at the time of execution of the consulting agreement. Under the terms of the Consulting Agreement, Dr. Johnson’s annual fee of $375,000 per year is paid twice per month. On September 8, 2022, Dr. Johnson’s consulting agreement was amended to increase his annual compensation to $430,000 annually and to pay him series of bonuses in cash and shares on the occurrence of certain milestones. The Company recognized $435,000 and $416,200 in compensation expense in the years ended December 31, 2023 and 2022, respectively. Consulting Agreement – Related Party On October 24, 2022, the Company entered into a Master Services Agreement (the “MSA”) with Abuwala & Company, LLC, dba as Orbytel, for provision of strategic consulting services. Orbytel made it known that it intended to utilize the services of the Keswick Group, LLC as a subcontractor in the provision of these services. Tony Goodman, a director of Company, is the founder and principal of Keswick Group, LLC, therefore Orbytel was considered a related party. Statement of work #1 (“SOW #1”), executed with the MSA, committed the Company to $209,250 in payments. During the years ended December 31, 2023 and 2022, the Company recognized $57,750 and $151,500 in expenses, repectively, under SOW #1. Consulting Agreement – Related Party On March 15, 2023, the Company entered into a Master Services Agreement (the “MSA”) with the Keswick Group, LLC for provision of consulting services. Tony Goodman, a director, is the founder and principal of Keswick Group. Under the terms of this agreement, the Keswick Group is to be paid $22,000 per month for its services for a period of one year from execution of the MSA. In addition, should the Company execute a material partnering agreement on or before December 15, 2023, Keswick Group will be granted 4,000 shares of common stock. In the year ended December 31, 2023, the Company recognized $216,713 in expenses associated with this agreement. See Note 12 for an added statement of work under this MSA. Other Consulting and Vendor Agreements The Company has entered into a number of agreements and work orders for future consulting, clinical trial support, and testing services, with terms ranging between 12 and 30 months. These agreements, in aggregate, commit the Company to approximately $152 thousand in future cash. Litigation The Company is subject, from time to time, to claims by third parties under various legal disputes. The defense of such claims, or any adverse outcome relating to any such claims, could have a material adverse effect on the Company’s liquidity, financial condition and cash flows. As of December 31, 2023, the Company did not have any pending legal actions.

Subsequent Events

Subsequent Events	12 Months Ended
	Dec. 31, 2023
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	12 — SUBSEQUENT EVENTS On January 17, 2024, we entered into a Statement of Work #2 (“SOW#2”) to the Services Agreement, with The Keswick Group, LLC, pursuant to which Tony Goodman, a director, agreed to serve as our Chief Operating Officer at a compensation of $25,000 per month and devote no less than 75% of his business time to performing this role. On February 13, 2024, pre-funded warrants for the purchase of 184,000 shares of common stock were exercised for total proceeds of $184. On February 14, 2024, pre-funded warrants for the purchase of 789,000 shares of common stock were exercised for total proceeds of $789. After this exercise, no pre-funded warrants remained outstanding. On March 1, 2024, warrants for the purchase of 268,440 shares of common stock with an exercise fee of $2.82 per share were exercised for total gross proceeds of $756,732. On March 1, 2024, Adial Pharmaceuticals, Inc. entered into a warrant inducement agreement with a certain holder of the Company’s warrants to purchase shares of the Company’s common stock, par value $0.001 per share issued in a private placement offering that closed on October 24, 2023. Pursuant to the inducement agreement, the holder of the existing warrants agreed to exercise for cash the existing warrants to purchase up to approximately 1,150,000 shares of common stock, at an exercise price of $2.82 per share. The transactions contemplated by the inducement agreement closed on March 6, 2024. The Company received aggregate gross proceeds of approximately $3.5 million, before deducting placement agent fees and other expenses payable by the Company. Net proceeds of this transaction were estimated to be approximately $3.1 million. In consideration of the holder’s immediate exercise of the existing warrants and the payment of $0.125 per warrant in accordance with the inducement agreement, the Company issued unregistered Series C warrants to purchase 2,300,000 shares of common stock (200% of the number of shares of common stock issued upon exercise of the Existing Warrants) to the holder of existing warrants. On March 25, 2024, the Company issued 205,000 options to purchase shares of the Company’s common stock at an exercise price of $1.35 per share to employees and directors.

Pay vs Performance Disclosure

Pay vs Performance Disclosure - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Pay vs Performance Disclosure
Net Income (Loss)	$ (5,123,341)	$ (12,731,416)

Insider Trading Arrangements

Insider Trading Arrangements	3 Months Ended
	Dec. 31, 2023
Trading Arrangements, by Individual
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

Accounting Policies, by Policy

Accounting Policies, by Policy (Policies)	12 Months Ended
	Dec. 31, 2023
Description of Business [Abstract]
Use of Estimates	Use of Estimates The preparation of these consolidated financial statements in conformity with GAAP requires Company management to make estimates and assumptions the affect the amounts of assets and liabilities at the date of these consolidated financial statements and the reported amounts of expenses during the reporting period. Actual results might differ from these estimates. Significant items subject to such estimates and assumptions include accruals associated with third party providers supporting clinical trials, income tax asset realization, and the valuation of equity method investments.
Basis of Presentation and Principals of Consolidation	Basis of Presentation and Principals of Consolidation The accompanying consolidated financial statements have been prepared in accordance with GAAP. The financial statements represent the consolidation of the Company and its subsidiary in conformity with GAAP. All intercompany transactions have been eliminated in consolidation.
Reverse Stock Split	Reverse Stock Split On August 4, 2023, the Company effected a reverse stock split of its outstanding shares of common stock, trading on Nasdaq under the symbol ADIL, at a ratio of 1-for-25. The shares authorized for issue under the Company’s charter remained 50,000,000 common stock. All references to common stock, stock warrants to purchase common stock, stock options to purchase common stock, share data, per share data and related information contained in these financial statements have been retrospectively adjusted to reflect the effect of the Reverse Stock Split for all periods presented.
Basic and Diluted Loss per Share	Basic and Diluted Loss per Share Basic and diluted loss per share are computed based on the weighted-average outstanding shares of common stock, which are all voting shares. Diluted net loss per share is computed giving effect to all proportional shares of common stock, including stock options, restricted stock, and warrants to the extent dilutive. Basic net loss per share was the same as diluted net loss per share for the years ended December 31, 2023 and 2022 as the inclusion of all potential common shares outstanding would have an anti-dilutive effect. The total potentially dilutive common shares that were excluded for the years ended December 31, 2023 and 2022 were as follows: Potentially 2023 2022 Warrants to purchase common shares 3,251,008 483,834 Common Shares issuable on exercise of options 152,194 172,679 Unvested restricted stock awards 26,664 43,333 Total potentially dilutive Common Shares excluded 3,429,866 699,846
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents. At times, the Company’s cash balances may exceed the current insured amounts under the Federal Deposit Insurance Corporation. At December 31, 2023, the Company exceeded FDIC insurance limits by approximately $927,000 and held approximately $1.6 million in non-FDIC insured cash equivalent accounts. Included in cash equivalents are money market investments with maturity dates less than ninety days and are carried at fair value. Unrealized gain or loss are included in the interest income and are immaterial to the financial statements. At December 31, 2022, the Company did not exceed FDIC insurance limits but held approximately $3.8 million in non-FDIC insured cash equivalent investments.
Equity Method Investments	Equity Method Investments The Company utilizes the equity method to account for investments when it possesses the ability to exercise significant influence, but not control, over the operating and financial decisions of the investee. Equity method investments are measured at cost minus impairment, if any, plus or minus the Company’s proportionate share of the equity method investee’s income or loss. The proportionate share of the income or loss from equity method investments is recognized on a lag. Currently the Company is not obligated to make additional capital contributions for its equity method investments, and therefore only records losses up to the amount of its total investment, inclusive of other investments in and loans to the investee, which are not accounted for as equity method investments.
Fair Value Measurements	Fair Value Measurements FASB ASC 820, Fair Value Measurement, (“ASC 820”) defines fair value as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the reporting date. The methodology establishes consistency and comparability by providing a fair value hierarchy that prioritizes the inputs to valuation techniques into three broad levels, which are described below: ● Level 1 inputs are quoted market prices in active markets for identical assets or liabilities (these are observable market inputs). ● Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability (includes quoted market prices for similar assets or identical or similar assets in markets in which there are few transactions, prices that are not current or prices that vary substantially). ● Level 3 inputs are unobservable inputs that reflect the entity’s own assumptions in pricing the asset or liability (used when little or no market data is available). The fair value of cash and cash equivalents and accounts payable approximate their carrying value due to their short-term maturities.
Research and Development	Research and Development Research and development costs are charged to expense as incurred and include supplies and other direct trial expenses such as fees due to contract research organizations, consultants which support the Company’s research and development endeavors, the acquisition of technology rights without an alternative use, and compensation and benefits of clinical research and development personnel. Certain research and development costs, in particular fees to contract research organizations (“CROs”), are structured with milestone payments due on the occurrence of certain key events. Where such milestone payments are greater than those earned through the provision of such services, the Company recognizes a prepaid asset which is recorded as expense; where fees earned are greater than milestone payments, an accrued expense liability is recorded as expense.
Stock-Based Compensation	Stock-Based Compensation The Company measures the cost of option awards based on the grant date fair value of the awards. That cost is recognized on a straight-line basis over the period during which the awardee was required to provide service in exchange for the entire award. The fair value of options is calculated using the Black-Scholes option pricing model, based on key assumptions such as the expected volatility of the Company’s common stock, the risk-free rate of return, and expected term of the options. The Company’s estimates of these assumptions are primarily based on historical data, peer company data, government data, and the judgment of management regarding future trends. Common shares issued are valued based on the fair value of the Company’s common shares as determined by the market closing price of a share of our common stock on the date of the commitment to make the issuance.
Income Taxes	Income Taxes The Company accounts for income taxes using the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis and tax carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is established to reduce net deferred tax assets to the amount expected to be realized. The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Changes in recognition and measurement are reflected in the period in which the change in judgment occurs. Interest and penalties related to unrecognized tax benefits are included in income tax expense. The Company has generally recorded a full valuation allowance for its tax carryforwards, reflecting the judgment of Company management that they are more likely than not to expire unused.
Recent Accounting Pronouncements	Recent Accounting Pronouncements In December 2023, the FASB issued ASU 2023-09 (Topic 740), Improvements to income tax disclosures The FASB has recently issued various other updates, most of which represented technical corrections to the accounting literature or application to specific industries. Management does not expect these updates to have a material impact on the Company’s financial position, results of operations or cash flows.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Tables)	12 Months Ended
	Dec. 31, 2023
Accounting Policies [Abstract]
Schedule of Potentially Dilutive Common Shares	The total potentially dilutive common shares that were excluded for the years ended December 31, 2023 and 2022 were as follows: Potentially 2023 2022 Warrants to purchase common shares 3,251,008 483,834 Common Shares issuable on exercise of options 152,194 172,679 Unvested restricted stock awards 26,664 43,333 Total potentially dilutive Common Shares excluded 3,429,866 699,846

Sale of Purnovate (Tables)

Sale of Purnovate (Tables)	12 Months Ended
	Dec. 31, 2023
Sale of Purnovate [Abstract]
Schedule of Sale	The table below summarizes the sale: Consideration: Cash, including upfronts exercise payments and expense reimbursements prepaid $ 800,000 Fair value of shares received 1,727,897 Expense reimbursements receivable 700,000 Total consideration 3,227,897 Assets sold: Fixed assets, net of depreciation 48,492 In process R&D 455,000 Goodwill 248,971 Operating lease right-of-use asset 180,229 Deposits and prepaid expenses on assumed contracts 428,700 Total assets sold 1,361,392 Liabilities transferred: Contingent liability 506,000 Lease liability 193,796 Payables and accrued liabilities 58,497 Liabilities transferred 758,293 Net assets sold 603,099 Gain on sale 2,624,798

Discontinued Operations (Tables

Discontinued Operations (Tables)	12 Months Ended
	Dec. 31, 2023
Discontinued Operations [Abstract]
Schedule of Assets and Liabilities Included Within Discontinued Operations	Assets and liabilities included within discontinued operations on the Consolidated Balance Sheets at December 31, 2023 and 2022 are as follows: December 31, December 31, ASSETS Current Assets: Cash and cash equivalents $ — $ — Prepaid research and development — 428,700 Total Current Assets — 428,700 Fixed Assets, net — 50,424 Acquired in-process research and development — 455,000 Right-to-use Asset — 193,997 Goodwill — 248,971 Total non-current assets — 948,392 Total Assets $ — $ 1,377,092 LIABILITIES Current Liabilities: Accounts payable $ — $ 117,424 Accrued expenses — 191,490 Lease liability, current — 56,828 Total Current Liabilities 365,742 Long-term Liabilities: Contingent liabilities — 492,000 Lease liability, non-current — 150,547 Deferred tax liability — 22,897 Total long-term liabilities — 665,444 Total Liabilities $ — $ 1,031,186
Schedule of Income from Discontinued Operations, Net of Tax	Income from discontinued operations, net of tax for the years ended December 31, 2023 and 2022 are as follows: For the Year Ended December 31, 2023 2022 Operating Expenses: Research and development expenses $ 260,748 $ 2,226,690 General and administrative expenses 471,326 230,962 Total Operating Expenses 732,074 2,457,652 Loss From Operations (732,074 ) (2,457,652 ) Other Income (Expense) Interest expense (175 ) (129 ) Change in value of contingent liability (14,000 ) 522,000 Total other income (expense) (14,175 ) 521,871 Loss before provision for income taxes (746,249 ) (1,935,781 ) Income tax benefit (expense) — 502 Loss from discontinued operations, net of tax (746,249 ) (1,935,279 ) Gain on sale 2,624,798 — Gain (loss) from discontinued operations, net of gain on sale $ 1,878,549 $ (1,935,279 )

Equity Method Investments (Tabl

Equity Method Investments (Tables)	12 Months Ended
	Dec. 31, 2023
Equity Method Investments [Abstract]
Schedule of Balance Sheet	Adovate’s summary balance sheet information as of September 30, 2023 is below: Current Assets $ 524,318 Non-current assets $ 3,368,533 Current liabilities $ 813,371 Non-current liabilities $ 521,592
Schedule of Operations	Results for Adovate’s operations in the three months ended September 30, 2023 are summarized below: Revenues $ — Costs and expenses 963,780 Loss from operations (963,780 ) Other loss (10,512 ) Net loss $ (974,292 )
Schedule of Equity Method Investment	Activity recorded for the Company’s equity method investment in Adovate in the year ended December 31, 2023 is summarized in the following table: Equity investment carrying amount at January 1, 2023 $ — Fair value of equity method investment at issue 1,727,897 Portion of operating losses recognized (193,884 ) Equity investment carrying amount at December 31, 2023 $ 1,534,013

Accrued Expenses (Tables)

Accrued Expenses (Tables)	12 Months Ended
	Dec. 31, 2023
Accrued Expenses [Abstract]
Schedule of Accrued Expenses	Accrued expenses consist of the following: December 31, December 31, Clinical research organization services and expenses $ — $ 123,386 Employee compensation 421,365 761,509 Pre-clinical and manufacturing expenses 50,566 5,816 Legal and consulting services 5,816 72,616 Total accrued expenses $ 477,747 $ 963,327

Stockholders_ Equity (Tables)

Stockholders’ Equity (Tables)	12 Months Ended
	Dec. 31, 2023
Shareholders' Equity [Abstract]
Schedule of Stock Option Activity	The following table provides the stock option activity for the years ended December, 2023 and 2022: Total Weighted Weighted Weighted Outstanding December 31, 2021 143,411 7.80 $ 66.00 $ 50.50 Issued 29,265 42.50 34.75 Outstanding December 31, 2022 172,676 7.21 $ 62.00 $ 47.75 Issued 39,800 6.11 Cancelled (60,282 ) 60.43 47.39 Outstanding December 31, 2023 152,194 7.02 $ 48.00 $ 36.72 Outstanding December 31, 2023, vested and exercisable 112,264 6.32 $ 58.12 $ 44.10
Schedule of Black Scholes Valuation Model to Determine the Fair Value of the Options Issued	The Company used the Black Scholes valuation model to determine the fair value of the options issued, using the following key assumptions for the years ended December 31, 2023 and 2022: December 31, December 31, Fair Value per Share $ 7.50 $ 14.75-50.00 Expected Term 5.75 years 6.0 years Expected Dividend $ — $ — Expected Volatility 107.88 % 107.88-116.54 % Risk free rate 1.89 % 1.89-3.26 %
Schedule of Stock-Based Compensation Expense	The components of stock-based compensation expense included in the Company’s Statements of Operations for the years ended December 31, 2023 and 2022 are as follows: Year ended December 31, 2023 2022 Research and development options expense $ 206,042 230,627 Total research and development expenses 206,042 230,627 General and administrative options expense 1,026,649 1,870,583 Stock issued to consultants and employees 588,504 1,273,283 Cancellation of unvested stock issued to consultants and employees (74,817 ) — Total general and administrative expenses 1,540,336 3,143,866 Total stock-based compensation expense $ 1,746,378 $ 3,374,493
Schedule of Activity in Warrants	The following table provides the activity in warrants for the respective periods. Total Warrants Weighted Weighted Average Exercise Price Average Outstanding December 31, 2021 319,610 2.63 $ 120.50 $ 3.50 Issued 241,716 43.50 Exercised (74,600 ) $ 0.03 Outstanding December 31, 2022 486,726 3.04 $ 100.75 $ 0.25 Issued 4,347,743 1.93 Expired (164,589 ) 149.32 Exercised (445,872 ) $ 0.001 Outstanding December 31, 2023 4,224,008 3.31 * $ 7.76 $ 0.43 * As the 973,000 pre-funded warrants outstanding on December 31, 2023 do not expire, they have been excluded from this calculation.

Income Taxes (Tables)

Income Taxes (Tables)	12 Months Ended
	Dec. 31, 2023
Income Tax Disclosure [Abstract]
Schedule of Statutory Federal Income Tax Rate and Effective Rate	A reconciliation of the statutory Federal income tax rate and effective rate of the provision for income taxes is as follows: Year ended December 31, December 31, Federal statutory rate 21.00 % 21.00 % Stock options (3.69 )% (4.85 )% Change in fair value of investment (0.58 )% (0.00 )% Transaction expenses (1.67 )% — Other permanent items 1.25 % (0.41 )% State taxes 7.08 % 3.93 % Increase in VA (23.19 )% (19.67 )% Other (0.20 )% 0.00 % Effective tax rate 0.00 % 0.00 %
Schedule of Tax Expense (Benefit)	Tax expense (benefit) for the year ended December 31, 2023 is shown on the table below: Current Deferred Total Federal — — — State and Local — — — Total — — —
Schedule of Deferred Tax Assets & Liabilities	Deferred Tax Assets & Liabilities (rounded) Deferred Tax Asset 2023 2022 Net operating loss carry-forward 12,297,198 11,103,347 Accrued Expenses 101,758 157,869 Restricted stock 15,854 15,982 Section 174 R&D 1,116,665 442,373 Less: valuation allowance (13,531,039 ) (11,719,187 ) Total tax assets $ 437 $ 384 Fixed Asset — — Intangible assets (437 ) (384 ) ROU Assets — — Total deferred tax labilities $ (437 ) $ (384 ) Net deferred tax asset (liability) $ — $ —

Description of Business (Detail

Description of Business (Details)	12 Months Ended
	Dec. 31, 2023 USD ($)
Purnovate, Inc. [Member]
Description of Business [Line Items]
Payment fees	$ 450,000

Going Concern and Other Uncer_2

Going Concern and Other Uncertainties (Details) - USD ($)		12 Months Ended
	Oct. 31, 2023	Dec. 31, 2023
Going Concern and Other Uncertainties [Abstract]
Operating expenses		$ 1,500,000
Exercise fees		450,000
Cost reimbursements		1,050,000
Net proceeds	$ 3,400,000	$ 9,123,741

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Details) - USD ($)	Dec. 31, 2023	Aug. 04, 2023	Dec. 31, 2022
Basis of Presentation and Summary of Significant Accounting Policies [Line Items]
Common stock, shares authorized (in Shares)	50,000,000		50,000,000
FDIC Insured cash amount	$ 927,000
Non fdic insured cash equivalent	$ 1,600,000
Common Stock [Member]
Basis of Presentation and Summary of Significant Accounting Policies [Line Items]
Common stock, shares authorized (in Shares)		50,000,000
Cash Equivalents [Member]
Basis of Presentation and Summary of Significant Accounting Policies [Line Items]
FDIC Insured cash amount			$ 3,800,000

Summary of Significant Accoun_4

Summary of Significant Accounting Policies (Details) - Schedule of Potentially Dilutive Common Shares - shares	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Schedule of Potentially Dilutive Common Shares [Abstract]
Warrants to purchase common shares	3,251,008	483,834
Common Shares issuable on exercise of options	152,194	172,679
Unvested restricted stock awards	26,664	43,333
Total potentially dilutive Common Shares excluded	3,429,866	699,846

Sale of Purnovate (Details)

Sale of Purnovate (Details) - USD ($)					12 Months Ended
	Dec. 08, 2023	Sep. 30, 2023	Jun. 30, 2023	May 08, 2023	Dec. 31, 2023
Sale of Purnovate [Line Items]
Payment fees				$ 450,000
Prepayment of reimbursement	$ 1,050,000	$ 1,050,000	$ 1,050,000
Consideration value			$ 1,727,897
Total consideration paid					$ 3,227,897
Equity Investment [Member]
Sale of Purnovate [Line Items]
Income from discontinued operations					$ 37,276
Equity Investment [Member]
Sale of Purnovate [Line Items]
Equity percentage			19.90%

Sale of Purnovate (Details) - S

Sale of Purnovate (Details) - Schedule of Sale	Dec. 31, 2023 USD ($)
Consideration:
Cash, including upfronts exercise payments and expense reimbursements prepaid	$ 800,000
Fair value of shares received	1,727,897
Expense reimbursements receivable	700,000
Total consideration	3,227,897
Assets sold:
Fixed assets, net of depreciation	48,492
In process R&D	455,000
Goodwill	248,971
Operating lease right-of-use asset	180,229
Deposits and prepaid expenses on assumed contracts	428,700
Total assets sold	1,361,392
Liabilities transferred:
Contingent liability	506,000
Lease liability	193,796
Payables and accrued liabilities	58,497
Liabilities transferred	758,293
Net assets sold	603,099
Gain on sale	$ 2,624,798

Discontinued Operations (Detail

Discontinued Operations (Details) - Schedule of Assets and Liabilities Included Within Discontinued Operations - Discontinued Operations [Member] - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Current Assets:
Cash and cash equivalents
Prepaid research and development		428,700
Total Current Assets		428,700
Fixed Assets, net		50,424
Acquired in-process research and development		455,000
Right-to-use Asset		193,997
Goodwill		248,971
Total non-current assets		948,392
Total Assets		1,377,092
Current Liabilities:
Accounts payable		117,424
Accrued expenses		191,490
Lease liability, current		56,828
Total Current Liabilities		365,742
Long-term Liabilities:
Contingent liabilities		492,000
Lease liability, non-current		150,547
Deferred tax liability		22,897
Total long-term liabilities		665,444
Total Liabilities		$ 1,031,186

Discontinued Operations (Deta_2

Discontinued Operations (Details) - Schedule of Income from Discontinued Operations, Net of Tax - Discontinued Operations [Member] - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Operating Expenses:
Research and development expenses	$ 260,748	$ 2,226,690
General and administrative expenses	471,326	230,962
Total Operating Expenses	732,074	2,457,652
Loss From Operations	(732,074)	(2,457,652)
Other Income (Expense)
Interest expense	(175)	(129)
Change in value of contingent liability	(14,000)	522,000
Total other income (expense)	(14,175)	521,871
Provision for income taxes	(746,249)	(1,935,781)
Income tax benefit (expense)		502
Loss from discontinued operations, net of tax	(746,249)	(1,935,279)
Gain on sale	2,624,798
Gain (loss) from discontinued operations, net of gain on sale	$ 1,878,549	$ (1,935,279)

Equity Method Investments (Deta

Equity Method Investments (Details) - USD ($)		12 Months Ended
	Sep. 30, 2023	Dec. 31, 2023	Jun. 30, 2023
Equity Method Investments [Line Items]
Percentage of equity investment sold			15%
Equity sales			$ 4,000,000
Fair value of equity issued		$ 1,727,897
Equity method investment		$ 1,727,897
Other Income (Expense)	$ 193,884
Equity [Member]
Equity Method Investments [Line Items]
Percentage of equity investment	19.90%	18.40%	19.90%

Equity Method Investments (De_2

Equity Method Investments (Details) - Schedule of Balance Sheet - Equity Method Investments [Member]	Sep. 30, 2023 USD ($)
Condensed Balance Sheet Statements, Captions [Line Items]
Current Assets	$ 524,318
Non-current assets	3,368,533
Current liabilities	813,371
Non-current liabilities	$ 521,592

Equity Method Investments (De_3

Equity Method Investments (Details) - Schedule of Operations - Equity Method Investments [Member]	3 Months Ended
	Sep. 30, 2023 USD ($)
Results of Operations for Oil and Gas Producing Activities, by Geographic Area [Line Items]
Revenues
Costs and expenses	963,780
Loss from operations	(963,780)
Other loss	(10,512)
Net loss	$ (974,292)

Equity Method Investments (De_4

Equity Method Investments (Details) - Schedule of Equity Method Investment - Equity Method Investments [Member]	12 Months Ended
	Dec. 31, 2023 USD ($)
Schedule of Equity Method Investments [Line Items]
Equity investment carrying amount at beginning
Fair value of equity method investment at issue	1,727,897
Portion of operating losses recognized	(193,884)
Equity investment carrying amount at ending	$ 1,534,013

Accrued Expenses (Details) - Sc

Accrued Expenses (Details) - Schedule of Accrued Expenses - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Schedule of Accrued Expenses [Abstract]
Clinical research organization services and expenses		$ 123,386
Employee compensation	421,365	761,509
Pre-clinical and manufacturing expenses	50,566	5,816
Legal and consulting services	5,816	72,616
Total accrued expenses	$ 477,747	$ 963,327

Related Party Transactions (Det

Related Party Transactions (Details) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Related Party Transactions [Abstract]
Accounts payable	$ 24,062
Accrued expense	7,942
Recognized expenses	$ 32,005	$ 0

Stockholders_ Equity (Details)

Stockholders’ Equity (Details) - USD ($)									1 Months Ended	12 Months Ended
	Oct. 31, 2023	Oct. 19, 2023	Aug. 03, 2023	Jun. 20, 2023	May 31, 2023	Feb. 23, 2023	Feb. 10, 2022	Oct. 09, 2017	Sep. 29, 2023	Dec. 31, 2023	Dec. 31, 2022
Shareholders' Equity [Line Items]
Commitment amount (in Dollars)					$ 3,000,000
Aggregate value (in Dollars)					500,000
Daily trading value (in Dollars)					$ 2,000,000
Weighted average price, percentage					95%
Other expenses (in Dollars)										$ 51,901
Common stock per share (in Dollars per share)		$ 0.001								$ 0.001	$ 0.001
Aggregate shares issued		1,418,440
Net proceeds (in Dollars)	$ 3,400,000									$ 9,123,741
Exercised for proceeds (in Dollars)							$ 1,865			$ 503	$ 1,865
Shares issued										1,663,421	1,067,491
Common stock cost (in Dollars)											$ 818,350
Shares forfeited											10,000
Issuance of shares											40,000
Uncancelled shares										13,335
Repurchase shares										26,665
Aggregate purchase price (in Dollars)						$ 750,000
Expenses fees (in Dollars)						$ 609,613
Unregistered shares of common stock										7,317
Percentage of aggregate shares										10%
Common stock issuances, description										The Placement Agent Warrants have an exercise price equal to $10.25 and are exercisable two months after the closing date and expire five years after the date of issuance.
Private placement (in Dollars)										$ 58,540
Exercised proceeds (in Dollars)				$ 58
Pre funded warrant (in Dollars)										$ 3,383,312
Gross proceed (in Dollars)		$ 3,998,582
Warrants share		85,106
Exercise price per share (in Dollars per share)		$ 3.52
Warrants to purchase shares of common stock										445,440	13,794
Total proceeds										502	1,865
Warrants outstanding										2,300,000
Common shares issued									500,000
Common stock, shares issued											8,000
Common stock, shares outstanding										39,800
Outstanding options intrinsic value (in Dollars)										$ 0
Granted value of common stock (in Dollars)										$ 243,157
Weighted average fair value of per share (in Dollars per share)										$ 6.11
Weighted average remaining service period										2 years 10 days
Unrecognized compensation expense (in Dollars)										$ 690,035
Warrants outstanding										973,000
Total fair value (in Dollars)										$ 263,195
Underlying security values (in Dollars)										$ 51.5
Percentage of volatility rate										107.88%
Percentage of risk-free rate										1.89%
Expected term										6 years 6 months
Warrants to purchase shares of common stock										445,872	74,600
2017 Equity Incentive Plan [Member]
Shareholders' Equity [Line Items]
Issuance of common stock										212,565
Common shares issued								70,000
Common stock, shares issued										138,527
Common stock, shares outstanding										148,908
Purchase shares of common stock										3,286
Weighted average remaining service period										3 years
Common Stock [Member]
Shareholders' Equity [Line Items]
Shares of common stock			20,550
Cash proceeds (in Dollars)			$ 140,330
Common stock per share (in Dollars per share)							$ 0.001
Aggregate shares issued											50,000
Shares issued							74,600
Common stock outstanding (in Dollars)											$ 40,000
Total proceeds										445
Minimum [Member]
Shareholders' Equity [Line Items]
Percentage of risk-free rate											1.89%
Maximum [Member]
Shareholders' Equity [Line Items]
Percentage of risk-free rate											3.26%
Pre Funded Warrants [Member]
Shareholders' Equity [Line Items]
Warrant purchase shares							74,600
Exercise price per share (in Dollars per share)		$ 0.001					$ 0.025
Aggregate shares issued							159,115
Pre funded warrant (in Dollars)		$ 2.819
Percentage of risk-free rate										1.71%
Pre Funded Warrants [Member] | Common Stock [Member]
Shareholders' Equity [Line Items]
Exercise price per share (in Dollars per share)		$ 2.82
Warrant Purchase [Member]
Shareholders' Equity [Line Items]
Exercise price per share (in Dollars per share)				$ 0.13
Aggregate shares issued				432
Repurchase shares		1,418,440
Warrants outstanding										973,000
Warrant Purchase A [Member]
Shareholders' Equity [Line Items]
Exercise price per share (in Dollars per share)		$ 2.82
Warrant Purchase B [Member]
Shareholders' Equity [Line Items]
Exercise price per share (in Dollars per share)		$ 1,418,440
Private Placement [Member]
Shareholders' Equity [Line Items]
Private placement (in Dollars)		$ 3,400,000
Common Stock [Member]
Shareholders' Equity [Line Items]
Shares issued							92,890
Purchase Agreement [Member]
Shareholders' Equity [Line Items]
Aggregate shares issued						73,144
Issuance of common stock						73,144
Common Stock Issuances [Member]
Shareholders' Equity [Line Items]
Aggregate shares issued											18,800
Common Stock Issuances [Member] | Pre Funded Warrants [Member]
Shareholders' Equity [Line Items]
Exercise price per share (in Dollars per share)							$ 63
Alumni [Member] | Minimum [Member]
Shareholders' Equity [Line Items]
Value of shares (in Dollars)					$ 3,000,000
Alumni [Member] | Maximum [Member]
Shareholders' Equity [Line Items]
Value of shares (in Dollars)					$ 10,000,000
Alumni [Member]
Shareholders' Equity [Line Items]
Common stock, shares issued										7,983

Stockholders_ Equity (Details)

Stockholders’ Equity (Details) - Schedule of Stock Option Activity - Share-Based Payment Arrangement, Option [Member] - $ / shares	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Schedule of Stock Option Activity [Abstract]
Total Options Outstanding, Outstanding Beginning Balance (in Shares)	172,676	143,411
Weighted Average Remaining Term (Years), Outstanding Beginning Balance		7 years 9 months 18 days
Weighted Average Exercise Price, Outstanding Beginning Balance	$ 62	$ 66
Weighted Average Fair Value at Issue, Outstanding Beginning Balance	$ 47.75	$ 50.5
Total Options Outstanding, Issued (in Shares)	39,800	29,265
Weighted Average Exercise Price, Issued		$ 42.5
Weighted Average Fair Value at Issue, Issued	$ 6.11	$ 34.75
Total Options Outstanding, Cancelled (in Shares)	(60,282)
Weighted Average Exercise Price, Cancelled	$ 60.43
Weighted Average Fair Value at Issue, Cancelled	$ 47.39
Total Options Outstanding, Ending Balance (in Shares)	152,194	172,676
Weighted Average Remaining Term (Years), Ending Balance	7 years 7 days	7 years 2 months 15 days
Weighted Average Exercise Price, Ending Balance	$ 48	$ 62
Weighted Average Fair Value at Issue, Ending Balance	$ 36.72	$ 47.75
Total Options Outstanding, vested and exercisable (in Shares)	112,264
Weighted Average Remaining Term (Years),Outstanding, vested and exercisable	6 years 3 months 25 days
Weighted Average Exercise Price, Outstanding, vested and exercisable	$ 58.12
Weighted Average Fair Value at Issue ,Outstanding, vested and exercisable	$ 44.1

Stockholders_ Equity (Details_2

Stockholders’ Equity (Details) - Schedule of Black Scholes Valuation Model to Determine the Fair Value of the Options Issued - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Stockholders’ Equity (Details) - Schedule of Black Scholes Valuation Model to Determine the Fair Value of the Options Issued [Line Items]
Fair Value per Share (in Dollars per share)	$ 7.5
Expected Term	5 years 9 months	6 years
Expected Dividend (in Dollars)
Expected Volatility	107.88%
Risk free rate	1.89%
Minimum [Member]
Stockholders’ Equity (Details) - Schedule of Black Scholes Valuation Model to Determine the Fair Value of the Options Issued [Line Items]
Fair Value per Share (in Dollars per share)		$ 14.75
Expected Volatility		107.88%
Risk free rate		1.89%
Maximum [Member]
Stockholders’ Equity (Details) - Schedule of Black Scholes Valuation Model to Determine the Fair Value of the Options Issued [Line Items]
Fair Value per Share (in Dollars per share)		$ 50
Expected Volatility		116.54%
Risk free rate		3.26%

Stockholders_ Equity (Details_3

Stockholders’ Equity (Details) - Schedule of Stock-Based Compensation Expense - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Schedule of Stock-Based Compensation Expense [Abstract]
Total stock-based compensation expense	$ 1,746,378	$ 3,374,493
Research and development options expense [Member]
Schedule of Stock-Based Compensation Expense [Abstract]
Total stock-based compensation expense	206,042	230,627
Total research and development expenses [Member]
Schedule of Stock-Based Compensation Expense [Abstract]
Total stock-based compensation expense	206,042	230,627
General and administrative options expense [Member]
Schedule of Stock-Based Compensation Expense [Abstract]
Total stock-based compensation expense	1,026,649	1,870,583
Stock issued to consultants and employees [Member]
Schedule of Stock-Based Compensation Expense [Abstract]
Total stock-based compensation expense	588,504	1,273,283
Cancellation of unvested stock issued to consultants and employees [Member]
Schedule of Stock-Based Compensation Expense [Abstract]
Total stock-based compensation expense	(74,817)
Total General and Administrative Expenses [Member]
Schedule of Stock-Based Compensation Expense [Abstract]
Total stock-based compensation expense	$ 1,540,336	$ 3,143,866

Stockholders_ Equity (Details_4

Stockholders’ Equity (Details) - Schedule of Activity in Warrants - $ / shares	12 Months Ended
	Dec. 31, 2023		Dec. 31, 2022
Schedule Of Activity In Warrants [Abstract]
Total Warrants, Outstanding Beginning Balance (in Shares)	486,726		319,610
Weighted Average Remaining Term (Years), Outstanding Beginning Balance			2 years 7 months 17 days
Weighted Average Exercise Price, Outstanding Beginning Balance	$ 100.75		$ 120.5
Average Intrinsic Value, Outstanding Beginning Balance	$ 0.25		$ 3.5
Total Warrants, Issued (in Shares)	4,347,743		241,716
Weighted Average Exercise Price, Issued	$ 1.93		$ 43.5
Total Warrants, Expired (in Shares)	(164,589)
Weighted Average Exercise Price, Expired	$ 149.32
Total Warrants, Exercised (in Shares)	(445,872)		(74,600)
Weighted Average Exercise Price, Exercised	$ 0.001		$ 0.03
Total Warrants, Outstanding Ending Balance (in Shares)	4,224,008		486,726
Weighted Average Remaining Term (Years), Outstanding Ending Balance	3 years 3 months 21 days	[1]	3 years 14 days
Weighted Average Exercise Price, Outstanding Ending Balance	$ 7.76		$ 100.75
Average Intrinsic Value, Outstanding Ending Balance	$ 0.43		$ 0.25
[1]As the 973,000 pre-funded warrants outstanding on December 31, 2023 do not expire, they have been excluded from this calculation.

Income Taxes (Details)

Income Taxes (Details) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Income Taxes [Line Items]
Net operating loss carry-forward, description	NOLS generated prior to 2018 will expire in 2037 and the 20- year carryover limitation was eliminated for losses generated after January 1, 2018, giving the taxpayer the ability to carry forward losses indefinitely. However, NOL carry forward arising after January 1, 2018, will now be limited to 80 percent of Taxable income.
Valuation allowance	$ 437	$ 384
Percentage of ownership	50%
Deferred Tax [Member]
Income Taxes [Line Items]
Valuation allowance	$ 13,500,000
Federal [Member]
Income Taxes [Line Items]
Net operating loss carry-forward	47,300,000
State [Member]
Income Taxes [Line Items]
Net operating loss carry-forward	$ 50,200,000

Income Taxes (Details) - Schedu

Income Taxes (Details) - Schedule of Statutory Federal Income Tax Rate and Effective Rate	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Schedule of Statutory Federal Income Tax Rate and Effective Rate [Abstract]
Federal statutory rate	21%	21%
Stock options	(3.69%)	(4.85%)
Change in fair value of investment	(0.58%)	0%
Transaction expenses	(1.67%)
Other permanent items	1.25%	(0.41%)
State taxes	7.08%	3.93%
Increase in VA	(23.19%)	(19.67%)
Other	(0.20%)	0%
Effective tax rate	0%	0%

Income Taxes (Details) - Sche_2

Income Taxes (Details) - Schedule of Tax Expense (Benefit) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Schedule of Tax Expense (Benefit) [Abstract]
Current, Federal
Deferred, Federal
Federal
Current, State and Local
Deferred, State and Local
State and Local
Current
Deferred
Total

Income Taxes (Details) - Sche_3

Income Taxes (Details) - Schedule of Deferred Tax Assets & Liabilities - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Schedule of Deferred Tax Assets & Liabilities [Abstract]
Net operating loss carry-forward	$ 12,297,198	$ 11,103,347
Accrued Expenses	101,758	157,869
Restricted stock	15,854	15,982
Section 174 R&D	1,116,665	442,373
Less: valuation allowance	(13,531,039)	(11,719,187)
Total tax assets	437	384
Fixed Asset
Intangible assets	(437)	(384)
ROU Assets
Total deferred tax labilities	(437)	(384)
Net deferred tax asset (liability)

Commitments and Contingencies (

Commitments and Contingencies (Details) - USD ($)				12 Months Ended
	Mar. 15, 2023	Sep. 08, 2022	Apr. 01, 2018	Dec. 31, 2023	Dec. 31, 2022	Dec. 15, 2023	Oct. 19, 2023	Oct. 24, 2022
Commitments and Contingencies [Line Items]
License fees and milestone payments, description				More specifically, the Company paid UVA LVG a license issue fee and is obligated to pay UVA LVG (i) annual minimum royalties of $40,000 commencing in 2017; (ii) a $20,000 milestone payments upon dosing the first patient under a Phase 3 human clinical trial of a licensed product, $155,000 upon the earlier of the completion of a Phase 3 trial of a licensed product, partnering of a licensed product, or sale of the Company, $275,000 upon acceptance of an NDA by the FDA, and $1,000,000 upon approval for sale of AD04 in the U.S., Europe or Japan; as well as (iii) royalties equal to a 2% and 1% of net sales of licensed products in countries in which a valid patent exists or does not exist, respectively, with royalties paid quarterly. In the event of a sublicense to a third party, the Company is obligated to pay royalties to UVA LVG equal to a percentage of what the Company would have been required to pay to UVA LVG had it sold the products under sublicense ourselves. In addition, the Company is required to pay to UVA LVG 15% of any sublicensing income.
License royalty expenses				$ 40,000	$ 40,000
Accrued expenses				$ 7,942
Percentage of grant funding			5%
Grant funding amount			$ 1,000,000
Percentage of cash			50%
Percentage of stock			50%
Master services agreement, description				The Consulting Agreement has a term of three years, unless terminated by mutual consent or by the Company for cause.
Annual fee		$ 430,000		$ 375,000
Compensation expense				435,000	416,200
Committed payment								$ 209,250
Other expenses				57,750	151,500
Compensation to be paid	$ 22,000
Granted shares (in Shares)							1,418,440
Future cash				$ 152,000
Minimum [Member]
Commitments and Contingencies [Line Items]
Ranging terms				12 months
Maximum [Member]
Commitments and Contingencies [Line Items]
Ranging terms				30 months
Dr. Johnson [Member]
Commitments and Contingencies [Line Items]
Percentage of grant funding			10%
Grant funding amount			$ 1,000,000
Consulting Agreement [Member]
Commitments and Contingencies [Line Items]
Other expenses				$ 216,713
Granted shares (in Shares)						4,000
Related Party [Member]
Commitments and Contingencies [Line Items]
Accrued expenses				$ 40,000	$ 40,000

Subsequent Events (Details)

Subsequent Events (Details) - USD ($)				12 Months Ended
	Mar. 01, 2024	Feb. 14, 2024	Feb. 13, 2024	Dec. 31, 2023	Mar. 25, 2024	Jan. 17, 2024	Oct. 24, 2023	Oct. 19, 2023
Subsequent Events [Line Items]
Warrant purchase				$ 1,150,000
Common stock price per share (in Dollars per share)				$ 2.82
Net proceeds				$ 3,500,000
Warrant price per share (in Dollars per share)				$ 0.125
Shares of common stock (in Shares)				2,300,000
Existing warrants percentage				200%
Share issued (in Shares)								1,418,440
Warrant [Member]
Subsequent Events [Line Items]
Net proceeds				$ 3,100,000
Common Stock [Member]
Subsequent Events [Line Items]
Price per share (in Dollars per share)							$ 0.001
Subsequent Event [Member]
Subsequent Events [Line Items]
Warrant purchase	$ 268,440	$ 789,000	$ 184,000
Proceeds of common stock	$ 756,732	$ 789	$ 184
Common stock price per share (in Dollars per share)	$ 2.82
Chief Operating Officer [Member] | Subsequent Event [Member]
Subsequent Events [Line Items]
Compensation of chief operating office						$ 25,000
Forecast [Member]
Subsequent Events [Line Items]
Common stock price per share (in Dollars per share)					$ 1.35
Share issued (in Shares)					205,000
Keswick Group [Member] | Chief Operating Officer [Member] | Subsequent Event [Member]
Subsequent Events [Line Items]
Percentage of devote business						75%