Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Mar. 23, 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 | SILO PHARMA, INC | ||
Entity Central Index Key | 0001514183 | ||
Entity File Number | 001-41512 | ||
Entity Tax Identification Number | 27-3046338 | ||
Entity Incorporation, State or Country Code | NV | ||
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 | $ 5,962,382 | ||
Entity Contact Personnel [Line Items] | |||
Entity Address, Address Line One | 677 N. Washington Boulevard | ||
Entity Address, City or Town | Sarasota | ||
Entity Address, State or Province | FL | ||
Entity Address, Postal Zip Code | 34236 | ||
Entity Phone Fax Numbers [Line Items] | |||
City Area Code | (718) | ||
Local Phone Number | 400-9031 | ||
Entity Listings [Line Items] | |||
Title of 12(b) Security | Common Stock, $0.0001 par value per share | ||
Trading Symbol | SILO | ||
Security Exchange Name | NASDAQ | ||
Entity Common Stock, Shares Outstanding | 2,843,634 |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2023 | |
Auditor [Table] | |
Auditor Name | SALBERG & COMPANY, P.A. |
Auditor Firm ID | 106 |
Auditor Location | Boca Raton, Florida |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 3,524,308 | $ 11,367,034 |
Short-term investments | 4,140,880 | |
Equity investments | 3,118 | |
Prepaid expenses and other current assets | 15,970 | 135,894 |
Note receivable, including interest receivable of $9,600 and $6,010 at December 31, 2023 and 2022, respectively | 66,010 | |
Total Current Assets | 7,681,158 | 11,572,056 |
Prepaid expenses and other assets - non-current | 64,983 | 70,821 |
Total Assets | 7,746,141 | 11,642,877 |
CURRENT LIABILITIES: | ||
Accounts payable and accrued expenses | 703,488 | 364,216 |
Deferred revenue - current portion | 72,102 | 72,102 |
Total Current Liabilities | 775,590 | 436,318 |
LONG TERM LIABILITIES: | ||
Deferred revenue - long-term portion | 793,680 | 865,782 |
Total Long Term Liabilities | 793,680 | 865,782 |
Total Liabilities | 1,569,270 | 1,302,100 |
Commitment and Contingencies (see Note 8) | ||
STOCKHOLDERS’ EQUITY: | ||
Preferred stock, $0.0001 par value, 5,000,000 shares authorized: none designated as of December 31, 2023 Common stock, $0.0001 par value, 100,000,000 shares authorized; 3,159,096 and 3,158,797 shares issued and 2,906,241 and 3,158,797 shares outstanding at December 31, 2023 and 2022, respectively | 316 | 316 |
Additional paid-in capital | 17,525,714 | 17,511,589 |
Treasury stock, at cost (252,855 and 0 shares on December 31, 2023 and 2022, respectively) | (471,121) | |
Accumulated other comprehensive loss | (6,227) | |
Accumulated deficit | (10,871,811) | (7,171,128) |
Total Stockholders’ Equity | 6,176,871 | 10,340,777 |
Total Liabilities and Stockholders’ Equity | $ 7,746,141 | $ 11,642,877 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Interest receivable current (in Dollars) | $ 9,600 | $ 6,010 |
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, designated | ||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 3,159,096 | 3,158,797 |
Common stock, shares outstanding | 2,906,241 | 3,158,797 |
Treasury stock, shares | 252,855 | 0 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Statement [Abstract] | ||
LICENSE FEE REVENUE | $ 72,102 | $ 72,102 |
COST OF REVENUES | 5,838 | 5,838 |
GROSS PROFIT | 66,264 | 66,264 |
OPERATING EXPENSES: | ||
Compensation expense | 871,625 | 577,651 |
Professional fees | 1,726,061 | 1,496,687 |
Research and development | 845,092 | 1,286,434 |
Insurance expense | 89,007 | 125,889 |
Bad debt recovery | (20,000) | |
Selling, general and administrative expenses | 390,071 | 227,259 |
Total operating expenses | 3,921,856 | 3,693,920 |
LOSS FROM CONTINUING OPERATIONS | (3,855,592) | (3,627,656) |
OTHER INCOME (EXPENSE): | ||
Interest and dividend income, net | 398,530 | 72,637 |
Other income from equity shares earned for lock up agreement | 85,733 | |
Interest expense | (4,869) | (2,199) |
Net realized loss on equity investments | (104,700) | |
Penalty from early termination of CD | (166,034) | |
Net unrealized loss on equity investments | (3,118) | (331,203) |
Total other income (expense) | 224,509 | (279,732) |
LOSS FROM CONTINUING OPERATIONS BEFORE PROVISION FOR INCOME TAXES | (3,631,083) | (3,907,388) |
Provision for income taxes | ||
LOSS FROM CONTINUING OPERATIONS | (3,631,083) | (3,907,388) |
DISCONTINUED OPERATIONS: | ||
Loss from discontinued operations, net of tax | (69,600) | (1,163) |
LOSS FROM DISCONTINUED OPERATIONS | (69,600) | (1,163) |
NET LOSS | (3,700,683) | (3,908,551) |
COMPREHENSIVE LOSS: | ||
Net loss | (3,700,683) | (3,908,551) |
Other comprehensive loss: | ||
Unrealized loss on short-term investments | (6,227) | |
Comprehensive loss | $ (3,706,910) | $ (3,908,551) |
NET LOSS PER COMMON SHARE: | ||
Continuing operations - basic (in Dollars per share) | $ (1.18) | $ (1.71) |
Discontinued operations - basic (in Dollars per share) | $ (0.02) | $ 0 |
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING: | ||
Basic (in Shares) | 3,079,874 | 2,284,240 |
Consolidated Statements of Op_2
Consolidated Statements of Operations and Comprehensive Loss (Parentheticals) - $ / shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Statement [Abstract] | ||
Continuing operations - diluted | $ (1.18) | $ (1.71) |
Discontinued operations - diluted | $ (0.02) | $ 0 |
Diluted (in Shares) | 3,079,874 | 2,284,240 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders’ Equity - USD ($) | Series C Preferred Stock | Common Stock | Additional Paid In Capital | Treasury Stock | Accumulated Other Comprehensive Gain | Accumulated Deficit | Total |
Balance at Dec. 31, 2021 | $ 197 | $ 12,324,646 | $ (3,262,577) | $ 9,062,266 | |||
Balance (in Shares) at Dec. 31, 2021 | 227 | 1,972,739 | |||||
Sales of common stock | $ 115 | 4,940,833 | 4,940,948 | ||||
Sales of common stock (in Shares) | 1,150,000 | ||||||
Accretion of stock options expense to stock based compensation | 111,014 | 111,014 | |||||
Common shares issued for professional fees | $ 2 | 135,098 | 135,100 | ||||
Common shares issued for professional fees (in Shares) | 20,000 | ||||||
Common stock issued for conversion of Series C preferred stock | $ 2 | (2) | |||||
Common stock issued for conversion of Series C preferred stock (in Shares) | (227) | 15,167 | |||||
Rounding of share due to reverse stock split (in Shares) | 891 | ||||||
Net loss | (3,908,551) | (3,908,551) | |||||
Balance at Dec. 31, 2022 | $ 316 | 17,511,589 | (7,171,128) | 10,340,777 | |||
Balance (in Shares) at Dec. 31, 2022 | 3,158,797 | ||||||
Accretion of stock options expense to stock based compensation | 14,125 | 14,125 | |||||
Purchase of treasury stock | $ (471,121) | (471,121) | |||||
Purchase of treasury stock (in Shares) | 252,855 | ||||||
Accumulated other comprehensive loss - short-term investments | (6,227) | (6,227) | |||||
Rounding of share due to reverse stock split (in Shares) | 299 | ||||||
Net loss | (3,700,683) | (3,700,683) | |||||
Balance at Dec. 31, 2023 | $ 316 | $ 17,525,714 | $ (471,121) | $ (6,227) | $ (10,871,811) | $ 6,176,871 | |
Balance (in Shares) at Dec. 31, 2023 | 3,159,096 | 252,855 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (3,700,683) | $ (3,908,551) |
Adjustments to reconcile net loss to net cash used in operating activities | ||
Bad debt expense - discontinued operations | 69,600 | |
Bad debt recovery | (20,000) | |
Stock-based compensation and professional fees | 14,125 | 156,047 |
Amortization of prepaid stock-based professional fees | 90,067 | |
Net realized loss on equity investments | 104,700 | |
Net unrealized loss on equity investments | 3,118 | 331,203 |
Equity shares earned for lock up agreement | (85,733) | |
Change in operating assets and liabilities: | ||
Prepaid expenses and other current assets | 35,695 | 55,335 |
Interest receivable | (3,590) | (4,800) |
Accounts payable and accrued expenses | 339,272 | (53,721) |
Insurance payable | ||
Deferred revenue | (72,102) | (72,102) |
NET CASH USED IN OPERATING ACTIVITIES | (3,224,498) | (3,497,622) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchase of short-term investments | (4,147,107) | 66,707 |
Collection on note receivable | 20,000 | |
NET CASH (USED IN) PROVIDED BY INVESTING ACTIVITIES | (4,147,107) | 86,707 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Net proceeds from sale of common stock | 4,940,948 | |
Purchase of treasury stock | (471,121) | |
NET CASH (USED IN) PROVIDED BY FINANCING ACTIVITIES | (471,121) | 4,940,948 |
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS: | (7,842,726) | 1,530,033 |
CASH AND CASH EQUIVALENTS - beginning of the year | 11,367,034 | 9,837,001 |
CASH AND CASH EQUIVALENTS - end of the year | 3,524,308 | 11,367,034 |
Cash paid during the period for: | ||
Interest | 4,869 | 2,199 |
Income taxes | 25,159 | |
Non-cash investing and financing activities: | ||
Change in accumulated other comprehensive loss | 6,227 | |
Common stock issued for future services | $ 135,100 |
Organization and Business
Organization and Business | 12 Months Ended |
Dec. 31, 2023 | |
Organization and Business [Abstract] | |
ORGANIZATION AND BUSINESS | N OTE 1 – ORGANIZATION AND BUSINESS Silo Pharma, Inc. (the “Company”) was incorporated in the State of New York on July 13, 2010, under the name Gold Swap, Inc. On January 24, 2013, the Company changed its state of incorporation from New York to Delaware. On December 19, 2023, the Company changed its state of incorporation from the State of Delaware to the State of Nevada. The Company is a developmental stage biopharmaceutical company focused on merging traditional therapeutics with psychedelic research. The Company seeks to acquire and/or develop intellectual property or technology rights from leading universities and researchers to treat rare diseases, including the use of psychedelic drugs, such as psilocybin, and the potential benefits they may have in certain cases involving depression, mental health issues and neurological disorders. The Company is focused on merging traditional therapeutics with psychedelic research for people suffering from indications such as depression, post-traumatic stress disorder (“PTSD”), Alzheimer’s, Parkinson’s, and other rare neurological disorders. The Company’s mission is to identify assets to license and fund the research which the Company believes will be transformative to the well-being of patients and the health care industry. The Company was previously engaged in the development of a streetwear apparel brand, NFID (see below). On May 21, 2019, the Company filed an amendment to its Certificate of Incorporation with the State of Delaware to change its name from Point Capital, Inc. to Uppercut Brands, Inc. Thereafter, on September 24, 2020, the Company filed an amendment to its Certificate of Incorporation with the State of Delaware to change its name from Uppercut Brands, Inc. to Silo Pharma, Inc. On April 8, 2020, the Company incorporated a new wholly-owned subsidiary, Silo Pharma Inc., in the State of Florida. The Company has also secured the domain name www.silopharma.com. The Company had been exploring opportunities to expand the Company’s business by seeking to acquire and/or develop intellectual property or technology rights from leading universities and researchers to treat rare diseases, including the use of psychedelic drugs, such as psilocybin, and the potential benefits they may have in certain cases involving depression, mental health issues and neurological disorders. In July 2020, through the Company’s newly formed subsidiary, the Company entered into a commercial evaluation license and option agreement with University of Maryland, Baltimore (“UMB”) (see Note 8) pursuant to which, among other things, UMB granted the Company an exclusive, option to negotiate and obtain an exclusive, sublicensable, royalty-bearing license to certain technology. The option was extended and exercised on January 13, 2021. On February 12, 2021, the Company entered into a Master License Agreement with UMB (see Note 8). The Company plans to actively pursue the acquisition and/or development of intellectual property or technology rights to treat rare diseases, and to ultimately expand the Company’s business to focus on this new line of business. On September 30, 2021, the Company entered into and closed on an Asset Purchase Agreement (the “Asset Purchase Agreement) with NFID, LLC, a Florida limited liability company (the “Buyer”), whereby the Buyer purchased from the Company certain assets, properties, and rights in connection with the Company’s NFID trademark name, logos, domain, and apparel clothing and accessories for a purchase price of $60,000 in the form of a promissory note amounting to $60,000. The promissory note bore 8% interest per annum and matured on October 1, 2023. On November 8, 2023 and effective on October 1, 2023, the Company and the Buyer entered into a First Amendment Promissory Note which increased the interest rate to 9% per annum and extended the maturity date to December 30, 2023 for no consideration. Accordingly, the results of operations of this component, for all periods presented, are separately reported as “discontinued operations” on the accompanying consolidated statements of operations and comprehensive loss (see Note 4). On December 30, 2023, the buyer defaulted on the promissory note (See Note 4). On September 14, 2022, the Company filed a Certificate of Amendment to the Amended and Restated Articles of Incorporation (the “Certificate of Amendment”) with the Secretary of State of the State of Delaware to effect a 1-for-50 reverse stock split (the “Reverse Stock Split”) with respect to the outstanding shares of the Company’s common stock. The Certificate of Amendment became effective on September 14, 2022. The Reverse Stock Split was previously approved by the sole director and the majority of stockholders of the Company. The Reverse Stock Split was deemed effective at the open of business on September 15, 2022. All share and per share data in the consolidated financial statements have been retroactively adjusted to reflect the effect of the reverse stock split. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2023 | |
Summary of Significant Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation and Principles of Consolidation The accompanying consolidated financial statements have been prepared by the Company in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”), the instructions to Form 10-K, and the rules and regulations of the United States Securities and Exchange Commission (the “SEC”) for financial information. The Company’s consolidated financial statements include financial statements for Silo Pharma, Inc. and its inactive wholly-owned subsidiary with the same name as the parent entity, Silo Pharma, Inc. All intercompany transactions and balances have been eliminated in consolidation. In accordance with, Accounting Standard Codification (“ASC”) 205-20 “Discontinued Operations” establishes that the disposal or abandonment of a component of an entity or a group of components of an entity should be reported in discontinued operations if the disposal represents a strategic shift that has (or will have) a major effect on an entity’s operations and financial results. As a result, the NFID, LLC component’s results of operations have been classified as discontinued operations on a retrospective basis for all periods presented. Accordingly, the results of operations of this component, for all periods, are separately reported as “discontinued operations” on the consolidated statements of operations. Liquidity As reflected in the accompanying consolidated financial statements, the Company generated a net loss of $3,700,683 and used cash in operations of $3,224,498 during the year ended December 31, 2023. Additionally, the Company has an accumulated deficit of $10,871,811 on December 31, 2023. As of December 31, 2023, the Company had working capital of $6,905,568. The positive working capital serves to mitigate the conditions that historically raised substantial doubt about the Company’s ability to continue as a going concern. The Company believes that the Company has sufficient cash and liquid short-term investments to meet its obligations for a minimum of twelve months from the date of this filing. Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate could change in the near term due to one or more future events. Accordingly, the actual results could differ significantly from estimates. Significant estimates during the years ended December 31, 2023 and 2022 include the collectability of notes receivable, the percentage of completion of research and development projects, valuation of equity investments, valuation allowances for deferred tax assets, the fair value of warrants issued with debt, and the fair value of shares and stock options issued for services. Cash and Cash Equivalents The Company considers all highly liquid investments with a maturity of three months or less when acquired to be cash equivalents. The Company places its cash with high credit quality financial institutions. The Company’s accounts at these institutions are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000 or by the Securities Investor Protection Corporation up to $250,000. To reduce its risk associated with the failure of such financial institutions, the Company evaluates at least annually the rating of the financial institutions in which it holds deposits. On December 31, 2023 and 2022, the Company had cash in excess of FDIC limits of approximately $2,805,000 and $10,868,000, respectively. During the year ended December 31, 2023, the Company transferred funds to other high quality financial institutions to mitigate its risk to ensure that its exposure is limited or reduced to the FDIC protection limits. In connection with the early termination of a certificate of deposit, in 2023, the Company paid a penalty of $166,034, which is reflected on the accompanying consolidated statement of operations and comprehensive loss during the year ended December 2023. Any material loss that we may experience in the future could have an adverse effect on our ability to pay our operational expenses or make other payments. Short-Term Investments The Company’s portfolio of short-term investments consists of marketable debt securities which are comprised solely of highly rated U.S. government securities with maturities of more than three months, but less than one year. The Company classifies these as available-for-sale at purchase date and will reevaluate such designation at each period end date. The Company may sell these marketable debt securities prior to their stated maturities depending upon changing liquidity requirements. These debt securities are classified as current assets in the consolidated balance sheet and recorded at fair value, with unrealized gains or losses included in accumulated other comprehensive income and as a component of the consolidated statements of comprehensive loss. Gains and losses are recognized when realized. Gains and losses are determined using the specific identification method and are reported in other income (expense), net in the consolidated statements of operations and comprehensive loss. An impairment loss may be recognized when the decline in fair value of the debt securities is determined to be other-than-temporary. The Company evaluates its investments for other-than-temporary declines in fair value below the cost basis each quarter, or whenever events or changes in circumstances indicate that the cost basis of the short-term investments may not be recoverable. The evaluation is based on a number of factors, including the length of time and the extent to which the fair value has been below the cost basis, as well as adverse conditions related specifically to the security, such as any changes to the credit rating of the security and the intent to sell or whether the Company will more likely than not be required to sell the security before recovery of its amortized cost basis. The Company recorded $6,227 of unrealized loss on short-term investments as a component of other comprehensive loss for the year ended December 31, 2023, respectively. The Company did not recognize any unrealized gains or losses on short-term investments during the year ended December 31, 2022. Equity Investments, at Fair Value Realized gain or loss is recognized when an investment is disposed of and is computed as the difference between the Company’s carrying value and the net proceeds received from such disposition. Realized gains and losses on investment transactions are determined by specific identification. Net unrealized appreciation or depreciation is computed as the difference between the fair value of the investment and the cost basis of such investment. Net unrealized gains or losses for equity investments are recognized in operations as the difference between the carrying value at the beginning of the period and the fair value at the end of the period. Note Receivable The Company recognizes an allowance for losses on notes receivable in an amount equal to the estimated probable losses net of recoveries. The allowance is based on an analysis of historical bad debt experience, current note receivable aging, and expected future write-offs, as well as an assessment of specific identifiable accounts considered at risk or uncollectible. The expense associated with the allowance for doubtful accounts is recorded as part of general and administrative expenses. As of December 31, 2023, the Company recognized an allowance for loss on the note receivable and accrued interest receivable in an amount equal to the estimated probable losses, and accordingly, the Company recorded bad debt expense of $69,600, which represents the note receivable principal balance of $60,000 and accrued interest receivable of $9,600, which is recorded in loss from discontinued operations on the accompanying consolidated statement of operations. Prepaid Expenses Prepaid expenses and other current assets of $15,970 and $135,894 on December 31, 2023 and 2022, respectively, consist primarily of costs paid for future services which will occur within a year. On December 31, 2023 and 2022, prepaid expenses and other assets – non-current amounted to $64,983 and $70,821, respectively, and consist primarily of costs paid for future services which will occur after a year. Prepaid expenses may include prepayments in cash and equity instruments for consulting, research and development, license fees, public relations and business advisory services, and legal fees which are being amortized over the terms of their respective agreements, which may exceed a year of service. Revenue Recognition The Company applies ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”). ASC 606 establishes a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most of the existing revenue recognition guidance. This standard requires an entity to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services and also requires certain additional disclosures. The Company records interest and dividend income on an accrual basis to the extent that the Company expects to collect such amounts. For the license and royalty income, revenue is recognized when the Company satisfies the performance obligation based on the related license agreement. Payments received from the licensee that are related to future periods are recorded as deferred revenue to be recognized as revenues over the term of the related license agreement (see Note 8). Product sales were recognized when the NFID products were shipped to the customer and title was transferred and were recorded net of any discounts or allowances which are separately reported as “discontinued operations” on the consolidated statements of operations. Cost of Revenues The primary components of cost of revenues on license fees includes the cost of the license fees. Payments made to the licensor that are related to future periods are recorded as prepaid expense to be amortized over the term of the related license agreement (see Note 8). Stock-Based Compensation Stock-based compensation is accounted for based on the requirements of ASC 718 – “Compensation – Stock Compensation”, which requires recognition in the financial statements of the cost of employee, director, and non-employee services received in exchange for an award of equity instruments over the period the employee, director, or non-employee is required to perform the services in exchange for the award (presumptively, the vesting period). The ASC also requires measurement of the cost of employee, director, and non-employee services received in exchange for an award based on the grant-date fair value of the award. The Company has elected to recognize forfeitures as they occur as permitted under Accounting Standards Update (“ASU”) 2016-09 Improvements to Employee Share-Based Payment. Income Taxes Deferred income tax assets and liabilities arise from temporary differences between the financial statements and tax basis of assets and liabilities, as measured by the enacted tax rates, which are expected to be in effect when these differences reverse. Deferred tax assets and liabilities are classified as current or non-current, depending upon the classification of the asset or liabilities to which they relate. Deferred tax assets and liabilities not related to an asset or liability are classified as current or non-current depending on the periods in which the temporary differences are expected to reverse. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. The Company follows the provisions of Financial Accounting Standards Board (“FASB”) ASC 740-10, “Uncertainty in Income Taxes”. Certain recognition thresholds must be met before a tax position is recognized in the financial statements. An entity may only recognize or continue to recognize tax positions that meet a “more-likely-than-not” threshold. The Company does not believe it has any uncertain tax positions as of December 31, 2023 and 2022 that would require either recognition or disclosure in the accompanying consolidated financial statements. Research and Development In accordance with ASC 730-10, “Research and Development-Overall,” Leases Leases are accounted for using ASU 2016-02, “ Leases (Topic 842)” Net Loss per Common Share Basic loss per share is computed by dividing net loss allocable to common shareholders by the weighted average number of shares of common stock outstanding during each period. Diluted loss per share is computed by dividing net loss available to common shareholders by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during the period using the as-if converted method. Potentially dilutive securities which include stock options and stock warrants are excluded from the computation of diluted shares outstanding if they would have an anti-dilutive impact on the Company’s net losses. The following potentially dilutive shares have been excluded from the calculation of diluted net loss per share as their effect would be anti-dilutive for the years ended December 31, 2023 and 2022: December 31, December 31, 2023 2022 Stock options 28,849 28,849 Warrants 404,580 404,580 433,429 433,429 Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the Company’s consolidated financial statements. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments and Fair Value Measurements | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value of Financial Instruments and Fair Value Measurements [Abstract] | |
FAIR VALUE OF FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS | NOTE 3 – FAIR VALUE OF FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS Fair Value Measurements and Fair Value of Financial Instruments FASB ASC 820 - Fair Value Measurements and Disclosures, defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. FASB ASC 820 requires disclosures about the fair value of all financial instruments, whether or not recognized, for financial statement purposes. Disclosures about the fair value of financial instruments are based on pertinent information available to the Company on December 31, 2023 and 2022. Accordingly, the estimates presented in these financial statements are not necessarily indicative of the amounts that could be realized on disposition of the financial instruments. FASB ASC 820 specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect market assumptions. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). Level 1 - Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date. Level 2 - Inputs are unadjusted quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated by observable market data. Level 3 - Inputs are unobservable inputs which reflect the reporting entity’s own assumptions on what assumptions the market participants would use in pricing the asset or liability based on the best available information. The carrying value of certain financial instruments, including cash and cash equivalents, prepaid expenses and other current assets, notes receivable, and accounts payable and accrued expenses are carried at historical cost basis, which approximates their fair values because of the short-term nature of these instruments. The Company analyzes all financial instruments with features of both liabilities and equity under the Financial Accounting Standard Board’s (the “FASB”) accounting standard for such instruments. Under this standard, financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The following table represents the Company’s fair value hierarchy of its financial assets and liabilities measured at fair value on a recurring basis as of December 31, 2023 and 2022. December 31, 2023 December 31, 2022 Description Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Short-term investments $ 4,140,880 $ - $ - $ - $ - $ - Equity investments $ - $ - $ - $ 3,118 $ - $ - The Company’s short-term investments and equity investments are level 1 measurements and are based on redemption value at each date. Short-Term Investments – Debt Securities, at Fair Value The following table summarizes activity in the Company’s short-term investments, at fair value for the periods presented: December 31, December 31, 2023 2022 Balance, beginning of year $ - $ - Additions 4,147,107 - Unrealized losses (6,227 ) - Balance, end of year $ 4,140,880 $ - Equity Investments, at Fair Value The following table summarizes activity in the Company’s equity investments, at fair value for the periods presented: December 31, December 31, 2023 2022 Balance, beginning of year $ 3,118 $ 419,995 Additions - 85,733 Sales at original cost - (171,407 ) Unrealized loss (3,118 ) (331,203 ) Balance, end of year $ - $ 3,118 On December 31, 2023 and 2022, equity instruments, at fair value consisted of 1,559 shares of common equity securities of one entity, Home Bistro, Inc. During the year ended December 31, 2022, the Company received 1,559 shares of Home Bistro, Inc. common stock with grant date fair value of $85,733, or $54.99 per share, in exchange for entering into a lock up and leak out agreement which was recorded as other income from equity shares earned for services in the accompanying consolidated statement of operations and comprehensive loss. The Company measures equity securities received for services at fair value on the date of receipt. During the year ended December 31, 2022, the Company sold its equity investments in Aikido Pharma, Inc. with cost of $171,407 for gross proceeds of $66,707 and the Company recorded a net realized loss on equity investments amounting to $104,700 as reflected in the accompanying consolidated statement of operations. Equity investments are carried at fair value with unrealized gains or losses which are recorded as net unrealized gain (loss) on equity investments in the accompanying consolidated statement of operations and comprehensive loss. Realized gains and losses are determined on a specific identification basis which is recorded as net realized gain (loss) on equity investments in the consolidated statement of operations and comprehensive loss. The Company reviews equity investments, at fair value, for impairment whenever circumstances and situations change such that there is an indication that the carrying amounts may not be recovered. ASC 825-10 “Financial Instruments” allows entities to voluntarily choose to measure certain financial assets and liabilities at fair value (fair value option). The fair value option may be elected on an instrument-by-instrument basis and is irrevocable, unless a new election date occurs. If the fair value option is elected for an instrument, unrealized gains and losses for that instrument should be reported in earnings at each subsequent reporting date. The Company did not elect to apply the fair value option to any outstanding equity instruments. |
Disposal of the Discontinued Op
Disposal of the Discontinued Operations of the NFID Business | 12 Months Ended |
Dec. 31, 2023 | |
Disposal of the Discontinued Operations of the NFID Business [Abstract] | |
DISPOSAL OF THE DISCONTINUED OPERATIONS OF THE NFID BUSINESS | NOTE 4 – DISPOSAL OF THE DISCONTINUED OPERATIONS OF THE NFID BUSINESS On September 30, 2021, the Company entered into and closed on an Asset Purchase Agreement (see Note 1) with NFID, LLC, an unrelated party, a Florida limited liability company, whereby the Company sold certain assets, properties, and rights in connection with its NFID trademark name, logos, domain, and apparel clothing and accessories for a purchase price of $60,000 in the form of a promissory note amounting to $60,000. The promissory note bore 8% interest per annum and matured on October 1, 2023. On November 8, 2023 and effective on October 1, 2023, the Company and the Buyer entered into a First Amendment Promissory Note which increased the interest rate to 9% per annum and extended the maturity date to December 30, 2023 for no consideration. As of December 31, 2023, the Company recognized an allowance for loss on the note receivable and accrued interest receivable in an amount equal to the estimated probable losses, and accordingly, the Company recorded bad debt expense of $69,600, which represents the note receivable principal balance of $60,000 and accrued interest receivable of $9,600, which is recorded in loss from discontinued operations on the accompanying consolidated statement of operations. As of December 31, 2022, the note receivable had a principal balance of $60,000 and accrued interest receivable of $6,010 for a total outstanding receivable balance of $66,010 (see Note 5). ASC 205-20 “Discontinued Operations” establishes that the disposal or abandonment of a component of an entity or a group of components of an entity should be reported in discontinued operations if the disposal represents a strategic shift that has (or will have) a major effect on an entity’s operations and financial results. As a result, the component’s results of operations have been classified as discontinued operations on a retrospective basis for all periods presented. Accordingly, the results of operations of this component, for all periods, are separately reported as “discontinued operations” on the consolidated statements of operations. The summarized operating result of discontinued operations of the NFID Business included in the Company’s consolidated statements of operations for the years ended December 31, 2023 and 2022 is as follows: For the Year Ended December 31, 2023 2022 Product sales, net $ - $ - Cost of sales - 1,079 Gross loss - (1,079 ) Total operating and other non-operating expenses (69,600 ) (84 ) Loss from discontinued operations $ (69,600 ) $ (1,163 ) |
Note Receivable
Note Receivable | 12 Months Ended |
Dec. 31, 2023 | |
Note Receivable [Abstract] | |
NOTE RECEIVABLE | NOTE 5 – NOTE RECEIVABLE On December 31, 2023 and 2022, note receivable consisted of the following: December 31, December 31, 2023 2022 Principal amount of note receivable $ 60,000 $ 60,000 Accrued interest receivable 9,600 6,010 Subtotal 69,600 66,010 Less: allowance for doubtful accounts (69,600 ) - Note receivable – current - 66,010 On September 30, 2021, the Company executed a note receivable agreement with NFID, LLC in connection with an Asset Purchase Agreement (see Note 4). The promissory note bore 8% interest per annum and matured on October 1, 2023. On November 8, 2023 and effective on October 1, 2023, the Company and the Buyer entered into a First Amendment Promissory Note which increased the interest rate to 9% per annum and extended the maturity date to December 30, 2023 for no consideration. The outstanding principal and accrued interest shall be due and payable on maturity. As of December 31, 2023, the Company recognized an allowance for loss on the note receivable and accrued interest receivable in an amount equal to the estimated probable losses, and accordingly, the Company recorded bad debt expense of $69,600, which represents the note receivable principal balance of $60,000 and accrued interest receivable of $9,600, which is recorded in loss from discontinued operations on the accompanying consolidated statement of operations. As of December 31, 2022, this note receivable had outstanding principal receivable of $60,000 and accrued interest receivable of $6,010 for a total receivable balance of $66,010 which is reflected in the accompanying consolidated balance sheet as note receivable – current. |
Stockholders_ Equity
Stockholders’ Equity | 12 Months Ended |
Dec. 31, 2023 | |
Stockholders’ Equity [Abstract] | |
STOCKHOLDERS’ EQUITY | NOTE 6 – STOCKHOLDERS’ EQUITY Shares Authorized On December 4, 2023, stockholders of the Company approved a decrease to the number of authorized shares of the Company’s common stock from 500,000,000 shares to 100,000,000 shares. On December 4, 2023, the Company filed a Certificate of Amendment (the “Amendment”) to its Certificate of Incorporation with the Delaware Secretary of State to decrease its authorized shares of common stock from 500,000,000 shares to 100,000,000 shares. On December 19, 2023, the Company reincorporated as a Nevada corporation and filed Articles of Incorporation with the Nevada Secretary of State on such date. The Company has 105,000,000 shares authorized which consist of 100,000,000 shares of common stock and 5,000,000 shares of preferred stock. Series C Convertible Preferred Stock On February 9, 2021, the Company filed a Certificate of Designation of Preferences, Rights and Limitations of Series C Convertible Preferred Stock (the “Certificate of Designations”) with the Delaware Secretary of State, designating 4,280 shares of preferred stock as Series C Convertible preferred stock. The Company had designated 4,280 shares of preferred stock as Series C Convertible preferred stock. Each share of Series C Convertible Preferred Stock had a par value of $0.0001 per share and a stated value of $1,000 (the “Series C Stated Value”). Each share of Series C Convertible preferred stock was convertible, at any time and from time to time after the issuance date, at the option of the holder, into such number of shares of common stock determined by dividing the Series C Stated Value by the Series C Conversion Price. “Series C Conversion Price” means $15.00, subject to adjustment in the event of stock split, stock dividends, subsequent right offerings and similar recapitalization transactions. Notwithstanding anything herein to the contrary, after the date that the Company’s stockholder approval is obtained and deemed effective, the Company may deliver a written notice to all holders (the “Forced Conversion Notice Date”) to cause each holder to convert all or part of such holder’s Series C Convertible preferred stock pursuant to Section 6 (“Forced Conversion”), it being agreed that the “Conversion Date” shall be deemed to occur no later than the earlier of (i) two (2) trading days and (ii) the number of trading days comprising the standard settlement period following the Forced Conversion Notice Date; provided, however, a holder shall only be required to convert pursuant to a Forced Conversion to the extent that such conversion would not cause a holder to exceed its beneficial ownership limitation. On March 31, 2022, the Company notified holders of the remaining 227 shares of its Series C Convertible preferred stock of its election to force the conversion to its Series C Convertible preferred stock into shares of the Company’s common stock (see below). As of December 31, 2022, there were no Conversion of Series C Convertible Preferred Stock into Common Stock On March 31, 2022, the Company notified holders of the remaining 227 shares of its Series C Convertible preferred stock of its election to force the conversion to its Series C Convertible preferred stock into shares of the Company’s common stock pursuant to the Certificate of Designations unless such conversion would cause the holder to exceed its beneficial ownership limitation pursuant to the Certificate of Designations. On March 31, 2022, the Company converted the remaining 227 Series C Convertible preferred stock into 15,167 shares of common stock. Sale of Common Stock On September 26, 2022, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with Laidlaw & Company (UK) Ltd., as representative of the several underwriters identified therein (the “Underwriters”), relating to the public offering (the “Offering”) of 1,000,000 shares of the Company’s common stock (the “Firm Shares”), at public offering price of $5.00 per share. Under the terms of the Underwriting Agreement, the Company granted the Underwriters an option, exercisable for 45 days following the closing of the Offering, to purchase up to an additional 150,000 shares of common stock at the public offering price to cover over-allotments, if any. On September 28, 2022, the Underwriters fully exercised their over-allotment option and purchased an additional 150,000 shares (the “Option Shares,” together with the Firm Shares, the “Shares”). On September 29, 2022 the Company closed the Offering and issued the Shares for aggregate net proceeds of $4,940,948, after deducting underwriting discounts and commissions and offering expenses. The Company intends to use the net proceeds from the offering for research and development activities, sales and marketing, general working capital purposes, potential acquisitions of other companies, products or technologies, and to repay certain indebtedness. Concurrently with the closing of the Offering, the Company also issued warrants to purchase an aggregate of up to 57,500 shares of its common stock to the representative of the Underwriters or its designees, at an exercise price of $6.25 per share (the “Representative’s Warrants”). The Representative’s Warrants are exercisable beginning on March 25, 2023, and expire on September 26, 2027, pursuant to the terms and conditions of the Representative’s Warrants. Common Stock Issued for Services On August 29, 2022, the Company entered into a one-year consulting agreement with an entity for investor relations services. In connection with this consulting agreement, the Company issued 20,000 restricted common shares of the Company to the consultant. These shares vest immediately. These shares were valued at $135,100, or $6.755 per common share, based on contemporaneous common share sales by the Company. In connection with this consulting agreement, during the years ended December 31, 2023 and 2022, the Company recorded stock-based professional fees of $90,067 and $45,033, respectively. which was amortized into stock-based professional fees over the term of the agreement. Stock Repurchase Plan On January 26, 2023, the Company’s Board of Directors authorized a stock repurchase plan to repurchase up to $1.0 million of the Company’s issued and outstanding common stock, from time to time, with such plan to be in place until December 31, 2023. On January 9, 2024, the Board of Directors of the Company approved an extension of the previously announced stock repurchase program authorizing the purchase of up to $1 million of the Company’s common stock until March 31, 2024. Through December 31, 2023, the Company purchased 252,855 shares of common stock for a cost of $471,121, which is reflected in treasury stock on the accompanying consolidated balance sheet. Stock Options On January 18, 2021, the Company’s board of directors (“Board”) approved the Silo Pharma, Inc. 2020 Omnibus Equity Incentive Plan (the “2020 Plan”) to incentivize employees, officers, directors and consultants of the Company and its affiliates. 170,000 shares of common stock are reserved and available for issuance under the 2020 Plan, provided that certain exempt awards (as defined in the 2020 Plan), shall not count against such share limit. The 2020 Plan provides for the grant, from time to time, at the discretion of the Board or a committee thereof, of cash, stock options, including incentive stock options and nonqualified stock options, restricted stock, dividend equivalents, restricted stock units, stock appreciation units and other stock or cash-based awards. The 2020 Plan shall terminate on the tenth anniversary of the date of adoption by the Board. Subject to certain restrictions, the Board may amend or terminate the Plan at any time and for any reason. An amendment of the 2020 Plan shall be subject to the approval of the Company’s stockholders only to the extent required by applicable laws, rules or regulations. On March 10, 2021, the 2020 Plan was approved by the stockholders. On September 15, 2023, our Board of Directors adopted the Silo Pharma, Inc. Amended and Restated 2020 Omnibus Equity Incentive Plan which was approved by the Company’s stockholders on December 4, 2023. The Amended and Restated Omnibus Equity Incentive Plan (i) increases the number of shares of common stock that may be issued under such plan by 300,000 shares to 470,000 shares and (ii) includes clawback provisions to comply with recent developments of applicable law. On December 29, 2021 and effective January 1, 2022, the Board granted an aggregate of 6,849 incentive stock options under the 2020 Plan, to two non-employee board members, exercisable at $7.30 per share which expire on December 26, 2026 and vest on the first anniversary date of the grant date. These options were valued at $30,224 on the grant date using a Binomial Lattice option pricing model with the following assumptions: risk-free interest rate of 0.75%, expected dividend yield of 0%, expected term of 2 years using the simplified method and expected volatility of 115% based on historical volatility. The Company recorded the fair value of the unvested stock options, in the amount of $30,224, as deferred compensation which is being amortized over the vesting period. On January 27, 2022, pursuant to an Employment Agreement (see Note 8), an aggregate of 16,000 incentive stock options were issued under the 2020 Plan, to Dr. Kou, exercisable at $10.00 per share and expires on January 31, 2032. The stock options vest as follows: (i) 6,000 stock options upon issuance; (ii) 5,000 vests on October 31, 2022 and; (iii) 5,000 vests on October 31, 2023. The 16,000 stock options had a fair value of $94,915 which were valued at the grant date using a Binomial Lattice option pricing model with the following assumptions: risk-free interest rate of 1.18%, expected dividend yield of 0%, expected term of 2 years using the simplified method and expected volatility of 117% based on historical volatility. The Company recorded the fair value of the stock options, in the amount of $94,915, as deferred compensation which is being amortized over the vesting period. During the years ended December 31, 2023 and 2022, the Company amortized $14,125 and $111,014 of the deferred compensation which was recorded as compensation expenses in the accompanying consolidated statement of operations and comprehensive loss. As of December 31, 2023, there was no remaining deferred compensation related to these issuances. As of December 31, 2022, the deferred compensation related to these issuances had a balance of $14,125. Stock option activities for the years ended December 31, 2023 and 2022 are summarized as follows: Number of Weighted Weighted Aggregate Balance Outstanding, December 31, 2021 12,849 $ 3.89 2.54 $ 42,870 Granted 16,000 10.0 - - Balance Outstanding, December 31, 2022 28,849 7.28 6.31 20,130 Granted - - - - Balance Outstanding, December 31, 2023 28,849 $ 7.28 5.31 $ 8,610 Exercisable, December 31, 2023 28,849 $ 7.28 5.31 $ 8,610 Stock Warrants On September 26, 2022, concurrently with the closing of the Offering as discussed above, the Company also issued warrants to purchase an aggregate of up to 57,500 shares of its common stock to the representative of the Underwriters or its designees, at an exercise price of $6.25 per share (the “Representative’s Warrants”). The Representative’s Warrants are exercisable beginning on March 25, 2023, and expire on September 26, 2027, pursuant to the terms and conditions of the Representative’s Warrants. Warrant activities for the years ended December 31, 2023 and 2022 are summarized as follows: Number of Weighted Weighted Aggregate Balance Outstanding, December 31, 2021 347,080 $ 15.5 4.1 $ - Granted 57,500 6.25 5.0 - Balance Outstanding, December 31, 2022 404,580 14.05 3.3 - Granted - - - - Balance Outstanding, December 31, 2023 404,580 $ 14.05 2.3 $ - Exercisable, December 31, 2023 404,580 $ 14.05 2.3 $ - |
Concentrations
Concentrations | 12 Months Ended |
Dec. 31, 2023 | |
Concentrations [Abstract] | |
CONCENTRATIONS | NOTE 7 – CONCENTRATIONS Customer concentration For the years ended December 31, 2023 and 2022, one licensee accounted for 100% total revenues from customer license fees. Vendor concentrations For the years ended December 31, 2023 and 2022, one licensor accounted for 100% of the Company’s vendor license agreements (see below) related to the Company’s biopharmaceutical operations. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 8 – COMMITMENTS AND CONTINGENCIES Employment Agreements Eric Weisblum On April 17, 2020, the Company entered into an employment agreement (“Employment Agreement”) with Eric Weisblum to serve as Chief Executive Officer and Chief Financial Officer of the Company. The term of the Employment Agreement continued for a period of one year from the date of execution date thereof and automatically renewed for successive one-year periods at the end of each term until either party delivers written notice of their intent not to renew at least six months prior to the expiration of the then effective term. The Employment Agreement provided for a base salary of $120,000 and 152,619 vested shares of the Company’s common stock in April 2020. On January 18, 2021, the Company and Mr. Weisblum entered into the first amendment (the “Amendment”) to the Employment Agreement, effective as of January 1, 2021. Pursuant to the Amendment Mr. Weisblum’s base salary was increased from $120,000 per year to $180,000 per year and all the terms and provisions of the Employment Agreement remained in full force and effect. On October 12, 2022, the Company entered into a new employment agreement with Eric Weisblum (the “2022 Weisblum Employment Agreement”) pursuant to which Mr. Weisblum’s (i) base salary will be $350,000 per year, (ii) Mr. Weisblum was paid a one-time signing bonus of $100,000, and (iii) Mr. Weisblum shall be entitled to receive an annual bonus of up to $350,000, subject to the sole discretion of the Compensation Committee of the Board of Directors of the Company (the “Compensation Committee”), and upon the achievement of additional criteria established by the Compensation Committee from time to time (the “Annual Bonus”). In addition, pursuant to the 2022 Weisblum Employment Agreement, upon termination of Mr. Weisblum’s employment for death or Total Disability (as defined in the 2022 Weisblum Employment Agreement), in addition to any accrued but unpaid compensation and vacation pay through the date of his termination and any other benefits accrued to him under any Benefit Plans (as defined in the 2022 Weisblum Employment Agreement) outstanding at such time and the reimbursement of documented, unreimbursed expenses incurred prior to such termination date (collectively, the “Weisblum Payments”), Mr. Weisblum shall also be entitled to the following severance benefits: (i) 24 months of his then base salary; (ii) if Mr. Weisblum elects continuation coverage for group health coverage pursuant to COBRA Rights (as defined in the 2022 Weisblum Employment Agreement), then for a period of 24 months following Mr. Weisblum’s termination he will be obligated to pay only the portion of the full COBRA Rights cost of the coverage equal to an active employee’s share of premiums (if any) for coverage for the respective plan year; and (iii) payment on a pro-rated basis of any Annual Bonus or other payments earned in connection with any bonus plan to which Mr. Weisblum was a participant as of the date of his termination (together with the Weisblum Payments, the “Weisblum Severance”). Furthermore, pursuant to the 2022 Weisblum Employment Agreement, upon Mr. Weisblum’s termination (i) at his option (A) upon 90 days prior written notice to the Company or (B) for Good Reason (as defined in the 2022 Weisblum Employment Agreement), (ii) termination by the Company without Cause (as defined in the 2022 Weisblum Employment Agreement) or (iii) termination of Mr. Weisblum’s employment within 40 days of the consummation of a Change in Control Transaction (as defined in the Weisblum Employment Agreement), Mr. Weisblum shall receive the Weisblum Severance; provided, however, Mr. Weisblum shall be entitled to a pro-rated Annual Bonus of at least $200,000. In addition, any equity grants issued to Mr. Weisblum shall immediately vest upon termination of Mr. Weisblum’s employment by him for Good Reason or by the Company at its option upon 90 days prior written notice to Mr. Weisblum, without Cause. In September 2023 and October 2022, the Company paid a bonus of $200,000 and $100,000 to Mr. Weisblum, respectively. Daniel Ryweck On September 27, 2022, the Board appointed Daniel Ryweck as Chief Financial Officer of the Company. On September 28, 2022, the Company entered into an employment agreement (the “Ryweck Employment Agreement”) with Mr. Ryweck. Pursuant to the terms of the Ryweck Employment Agreement, which was amended on October 12, 2022, Mr. Ryweck will (i) receive a base salary at an annual rate of $60,000 (the “Base Compensation”) payable in equal monthly installments, and (ii) be eligible to receive an annual discretionary bonus. The term of Mr. Ryweck’s engagement under the Ryweck Employment Agreement commenced on September 28, 2022 and continues until September 28, 2023, unless earlier terminated in accordance with the terms of the Ryweck Employment Agreement. The term of Mr. Ryweck’s Employment Agreement is automatically renewed for successive one-year periods until terminated by Mr. Ryweck or the Company. Dr. James Kuo On January 27, 2022, the Company and Dr. James Kuo entered into an employment agreement (“Kuo Employment Agreement”) for Dr. Kuo to serve as the Vice President of Research & Development. The Kuo Employment Agreement shall be effective as of the date of the agreement and shall automatically renew for a period of one year at every anniversary of the effective date, with the same terms and conditions, unless either party provides written notice of its intention not to extend the term of the Kuo Employment Agreement at least thirty days prior to the applicable renewal date. Dr. Kuo shall be paid an annual base salary of $30,000. For each twelve-month period of his employment, Dr. Kuo shall be entitled to a bonus whereby amount and terms shall be in the sole and absolute discretion of the Board of Directors (“Board”) and shall be payable at the Company’s sole option in stock or in cash. In addition, an aggregate of 16,000 incentive stock options were granted under the 2020 Plan to Dr. Kou, exercisable at $10.00 per share and expires on January 31, 2032. The stock options vest as follows: (i) 6,000 stock options upon issuance; (ii) 5,000 vests on October 31, 2022 and; (iii) 5,000 vests on October 31, 2023. The 16,000 stock options had a fair value of $94,915 which valued at grant date using Binomial Lattice option pricing model with the following assumptions: risk-free interest rate of 1.18%, expected dividend yield of 0%, expected term of 2 years using the simplified method and expected volatility of 117% based on calculated volatility. The Company recorded the fair value of the stock options, in the amount of $94,915, as deferred compensation which is being amortized over the vesting period. During the years ended December 31, 2023 and 2022, the Company amortized $14,125 and $80,790 of the deferred compensation which was recorded as compensation expenses in the consolidated statement of operations and comprehensive loss, respectively. As of December 31, 2023 and 2022, the deferred compensation had a balance of $0 and $14,125, respectively (see Note 6). License Agreements between the Company and Vendors University of Maryland, Baltimore - License Agreement for Development and Use of Central Nervous System-Homing Peptides Commercial Evaluation License and Option Agreement with the University of Maryland, Baltimore Effective as of July 15, 2020, the Company, through its wholly-owned subsidiary, Silo Pharma, Inc. (see Note 1) and University of Maryland, Baltimore (“UMB”) (collectively as “Parties”), entered into a commercial evaluation license and option agreement (“License Agreement”), granting the Company an exclusive, non-sublicensable, non-transferable license to with respect to the exploration of the potential use of central nervous system-homing peptides in vivo and their use for the investigation and treatment of multiple sclerosis and other neuroinflammatory pathology. The License Agreement also granted the Company an exclusive option to negotiate and obtain an exclusive, sublicensable, royalty-bearing license (“Exclusive Option”) with respect to the subject technology. The License Agreement had a term of six months from the effective date however if the Company exercises the Exclusive Option, the License Agreement shall expire at the end of the negotiation period (as defined in the License Agreement) or upon execution of a master license agreement, whichever occurs first. The Company exercised its Exclusive Option on January 13, 2021 and entered into a Master License Agreement on February 12, 2021. Both parties may terminate this agreement within thirty days by giving written notice. University of Maryland, Baltimore - License Agreement for Development and Use of Joint-Homing Peptides Commercial Evaluation License and Option Agreement with the University of Maryland, Baltimore Effective as of February 26, 2021, the Company, through its wholly-subsidiary, Silo Pharma, Inc., and University of Maryland, Baltimore (“UMB”) (collectively as “Parties”), entered into a commercial evaluation license and option agreement (“License Agreement”), which granted the Company an exclusive, non-sublicensable, non-transferable license with respect to the exploration of the potential use of joint-homing peptides for use in the investigation and treatment of arthritogenic processes. The License Agreement also granted the Company an exclusive option to negotiate and obtain an exclusive, sublicensable, royalty-bearing license (“Exclusive Option”) with respect to the subject technology. On July 6, 2021, the Company entered into a First Amendment Agreement (“First Amendment”) with UMB to extend the term of the original License Agreement by an additional six months such that the First Amendment was effective until February 25, 2022. On January 28, 2022, the Parties entered into a second amendment to the commercial evaluation and license agreement dated February 26, 2021 (“Second Amendment”) to extend the term of the original license agreement until December 31, 2022. On June 22, 2022, the Parties entered into a third amendment to the commercial evaluation and license agreement dated February 26, 2021 (“Third Amendment”). The Third Amendment expanded the scope of the license granted in the License Agreement to add additional patent rights with respect to an invention generally known as Peptide-Targeted Liposomal Delivery for Treatment Diagnosis, and Imaging of Diseases and Disorders Master License Agreement with the University of Maryland, Baltimore As disclosed above, effective as of February 12, 2021, the Company and University of Maryland, Baltimore (“UMB”), entered into the Master License Agreement (“Master License Agreement”) which grants the Company an exclusive, worldwide, sublicensable, royalty-bearing license to certain intellectual property: (i) to make, have made, use, sell, offer to sell, and import certain licensed products and: (ii) to use the invention titled, “Central nervous system-homing peptides in vivo and their use for the investigation and treatment of multiple sclerosis and other neuroinflammatory pathology” and UMB’s confidential information to develop and perform certain licensed processes for the therapeutic treatment of neuroinflammatory disease. The Master License Agreement will remain in effect on a Licensed Product-by-Licensed Product basis and country-by-country basis until the later of: (a) the last patent covered under the Master License Agreement expires, (b) the expiration of data protection, new chemical entity, orphan drug exclusivity, regulatory exclusivity, or other legally enforceable market exclusivity, if applicable, or (c) 10 years after the first commercial sale of a Licensed Product in that country, unless earlier terminated in accordance with the provisions of the Master License Agreement. The term of the Master License Agreement shall expire 15 years after the Master License Agreement Effective Date in which (a) there were never any patent rights, (b) there was never any data protection, new chemical entity, orphan drug exclusivity, regulatory exclusivity, or other legally enforceable market exclusivity or (c) there was never a first commercial sale of a Licensed Product. The Company may assign, sublicense, grant, or otherwise convey any rights or obligations under the Master License Agreement to a Company affiliate, without obtaining prior written consent from UMB provided that it meets the terms defined in the Master License Agreement. The Company may grant sublicenses of some or all of the rights granted by the Master License Agreement, provided that there is no uncured default or breach of any material term or condition under the Master License Agreement, by Company, at the time of the grant, and that the grant complies with the terms and conditions of the Master License Agreement. The Company shall be and shall remain responsible for the performance by each of the Company’s sublicensee. Any sublicense shall be consistent with and subject to the terms and conditions of the Master License Agreement and shall incorporate terms and conditions sufficient to enable Company to comply with the Master License Agreement. The Company or Company affiliates shall pay to UMB a percentage of all income received from its sublicensee as follows: (i) 25% of the Company’s sublicense income which is receivable with respect to any sublicense that is executed before the filing of an NDA (or foreign equivalent) for the first licensed product; and (b) 15% of the Company’s sublicense income which is receivable with respect to any sublicense that is executed after the filing of an NDA (or foreign equivalent) for the first licensed product. Pursuant to the Master License Agreement, the Company shall pay UMB; (i) a license fee, (ii) certain event-based milestone payments (see below for payment terms), (iii) royalty payments depending on net revenues (see below for payment terms), and (iv) a tiered percentage of sublicense income. The Company paid to UMB a license fee of $75,000, payable as follows: (a) $25,000 was due and paid within 30 days following the effective date; and (b) $50,000 on or before the first anniversary of the effective date, which was paid in February 2022. The license fee is non-refundable and is not creditable against any other fee, royalty or payment. The Company shall be responsible for payment of all patent expenses in connection with preparing, filing, prosecution and maintenance of patents or patent applications relating to the patent rights. The Company paid $25,000 license fee on February 17, 2021 and $50,000 in February 2022 which was recorded as prepaid expense and is being amortized over the 15-year term. During the years ended December 31, 2023 and 2022, the Company recognized license fees of $5,000 and $5,000, respectively, from the amortization of prepaid license fees, which is included in costs of revenues on the accompanying consolidated statements of operations. On December 31, 2023, prepaid expense and other current assets – current amounted to $5,000 and prepaid expense – non-current amounted to $55,625. On December 31, 2022, prepaid expense and other current assets – current amounted to $5,000 and prepaid expense – non-current amounted to $60,625 as reflected in the consolidated balance sheets. Milestone Payment Filing of an Investigational New Drug (or any foreign equivalent) for a Licensed Product $ 50,000 Dosing of first patient in a Phase 1 Clinical Trial of a Licensed Product $ 100,000 Dosing of first patient in a Phase 2 Clinical Trial of a Licensed Product $ 250,000 Receipt of New Drug Application (“NDA”) (or foreign equivalent) approval for a Licensed Product $ 500,000 Achievement of First Commercial Sale of Licensed Product $ 1,000,000 Royalty Payments Terms (i) 3% on sales of licensed products (as defined in the Master License Agreement) during the applicable calendar year for sales less than $50,000,000; and (ii) 5% on sales of licensed products during the applicable calendar year for sales greater than $50,000,000; and (iii) minimum annual royalty payments, as follows: Years Minimum Prior to First Commercial Sale $ N/A Year of First Commercial Sale $ N/A First calendar year following the First Commercial Sale $ 25,000 Second calendar year following the First Commercial Sale $ 25,000 Third calendar year following the First Commercial Sale $ 100,000 On November 10, 2023, the Company entered into a Third Amendment to Master License Agreement (the “Third Amendment”) with UMB, pursuant to which the parties agreed to an amended and restated schedule of diligence milestones for the Master License Agreement. In April 2021, in connection with the Company’s Sublicense Agreement with Aikido Pharma Inc. (see below - Patent License Agreement with Aikido Pharma Inc. License Agreements between the Company and Customer Customer Patent License Agreement with Aikido Pharma Inc. On January 5, 2021, the Company and its subsidiary Silo Pharma, Inc., entered into a patent license agreement (“License Agreement”) (collectively, the “Licensor”) with Aikido Pharma Inc. (“Aikido” or the “Customer”), as amended on April 12, 2021, pursuant to which the Licensor granted Aikido an exclusive, worldwide (“Territory”), sublicensable, royalty-bearing license to certain intellectual property: (i) to make, have made, use, provide, import, export, lease, distribute, sell, offer for sale, develop and advertise certain licensed products and (ii) to develop and perform certain licensed processes for the treatment of cancer and symptoms caused by cancer (“Field of Use”). The License Agreement also provided that, if the Licensor exercised the option granted to it pursuant to its commercial evaluation license and option agreement with UMB, effective as of July 15, 2020, it would grant Aikido a non-exclusive sublicense (“Right”) to certain UMB patent rights in the field of neuroinflammatory diseases occurring in patients diagnosed with cancer (“Field”). Pursuant to the License Agreement, Aikido agreed to pay the Licensor, among other things, (i) a one-time non-refundable cash payment of $500,000 and (ii) royalty payments equal to 2% of net sales (as defined in the License Agreement) in the Field of Use in the Territory. In addition, Aikido agreed to issue the Licensor 500 shares of Aikido’s newly designated Series M Convertible Preferred Stock which were to be converted into an aggregate of 625,000 shares of Aikido’s common stock. On April 12, 2021, the Company entered into an amendment to the License Agreement (“Amended License Agreement”) with Aikido dated January 5, 2021 whereby Aikido issued an aggregate of 625,000 restricted shares of Aikido’s common stock instead of the 500 shares of the Series M Convertible Preferred Stock. Pursuant to the License Agreement, the Company is required to prepare, file, prosecute, and maintain the licensed patents. Unless earlier terminated, the term of the license to the licensed patents will continue until the expiration or abandonment of all issued patents and filed patent applications within the licensed patents. The Company may terminate the License Agreement upon 30 day written notice if Aikido fails to pay any amounts due and payable to the Company or if Aikido or any of its affiliates brings a patent challenge against the Company, assists others in bringing a legal or administrative challenge to the validity, scope, or enforceability of or opposes any of the licensed patents (“Patent Challenge”) against the Company (except as required under a court order or subpoena). Aikido may terminate the Agreement at any time without cause, and without incurring any additional penalty, (i) by providing at least 30 days’ prior written notice and paying the Company all amounts due to it through such termination effective date. Either party may terminate the Agreement for material breaches that have failed to be cured within 60 days after receiving written notice. The Company collected the non-refundable cash payment of $500,000 on January 5, 2021 which was recorded as deferred revenue to be recognized as revenues over 15 years, the estimated term of the UMB Master License Agreement. Prior to the April 12, 2021, issuance of the common stock in lieu of the Series M Convertible Preferred Stock as discussed above, the Company valued the 500 Series M Convertible Preferred stock which was equivalent into Aikido’s 625,000 shares of common stock at a fair value of $0.85 per common share or $531,250 based quoted trading price of Aikido’s common stock on the date of grant. The Company recorded an equity investment of $531,250 (see Note 3) and deferred revenue of $531,250 to be recognized as revenues over the estimated term of the UMB Master License. Accordingly, the Company recorded a total deferred revenue of $1,031,250 ($500,000 cash received and $531,250 value of equity securities received) to be recognized as revenues over the 15-year term. During the years ended December 31, 2023 and 2022, the Company recognized license fee revenues of $68,750 and $68,750, respectively. On December 31, 2023, deferred revenue – current portion amounted to $68,750 and deferred revenue – long-term portion amounted to $756,250. On December 31, 2022, deferred revenue – current portion amounted to $68,750 and deferred revenue – long-term portion amounted to $825,000 as reflected in the consolidated balance sheets. The Right shall be, to the full extent permitted by and on terms and conditions required by UMB, for a term consistent with the term of patent and technology licenses that UMB normally grants. In the event that the Company exercises its option and executes a license with UMB to the UMB patent rights within 40 days after the execution of such UMB license, for consideration to be agreed upon and paid by Aikido, which consideration shall in no event exceed 110% of any fee payable by the Company to UMB for the right to sublicense the UMB patent rights. The Company shall grant Aikido a nonexclusive sublicense in the United States to the UMB patent rights in the Field, subject to the terms of any UMB license Licensor obtains, including any royalty obligations on sublicensees required under any such sublicense. The option was exercised on January 13, 2021. Accordingly, on April 6, 2021, the Company entered into the Sublicense Agreement with Aikido pursuant to which it granted Aikido a worldwide exclusive sublicense to its licensed patents under the Master License Agreement. Customer Sublicense Agreement with Aikido Pharma Inc. On April 6, 2021 (the “Sublicense Agreement Effective Date”), the Company entered into the Sublicense Agreement with Aikido pursuant to which the Company granted Aikido an exclusive worldwide sublicense to (i) make, have made, use, sell, offer to sell and import the Licensed Products (as defined below) and (ii) in connection therewith to (A) use an invention known as “Central nervous system-homing peptides in vivo and their use for the investigation and treatment of multiple sclerosis and other neuroinflammatory pathology” which was sublicensed to the Company pursuant to the Master License Agreement and (B) practice certain patent rights (“Patent Rights”) for the therapeutic treatment of neuroinflammatory disease in cancer patients. “Licensed Products” means any product, service, or process, the development, making, use, offer for sale, sale, importation, or providing of which: (i) is covered by one or more claims of the Patent Rights; or (ii) contains, comprises, utilizes, incorporates, or is derived from the Invention or any technology disclosed in the Patent Rights. Pursuant to the Sublicense Agreement, Aikido agreed to pay the Company (i) an upfront license fee of $50,000, (ii) the same sales-based royalty payments that the Company is subject to under the Master License Agreement and (iii) total milestone payments of up to $1.9 million. The Sublicense Agreement shall continue on a Licensed Product-by-Licensed Product and country-by-country basis until the later of (i) the date of expiration of the last to expire claim of the Patent Rights covering such Licensed Product in such country, (ii) the expiration of data protection, new chemical entity, orphan drug exclusivity, regulatory exclusivity or other legally enforceable market exclusivity, if applicable and (iii) 10 years after the first commercial sale of a Licensed Product in that country, unless terminated earlier pursuant to the terms of the Sublicense Agreement. Furthermore, the Sublicense Agreement shall expire 15 years after the Sublicense Agreement Effective Date with respect to any country in which (i) there were never any Patent Rights, (ii) there was never any data protection, new chemical entity, orphan drug exclusivity, regulatory exclusivity or other legally enforceable market exclusivity with respect to a Licensed Product and (ii) there was never a commercial sale of a Licensed Product, unless such agreement is earlier terminated pursuant to its terms. The Company collected the upfront license fee of $50,000 in April 2021. During the years ended December 31, 2023 and 2022, the Company recognized revenue of $3,352 and $3,352, respectively. On December 31, 2023, deferred revenue – current portion amounted to $3,352 and deferred revenue – long-term portion amounted to $37,430, and on December 31, 2022, deferred revenue – current portion amounted to $3,352 and deferred revenue – long-term portion amounted to $40,782 as reflected in the consolidated balance sheets. Sponsored Study and Research Agreements between the Company and Vendors Investigator-Sponsored Study Agreement with University of Maryland, Baltimore On January 5, 2021, the Company entered into an investigator-sponsored study agreement (“Sponsored Study Agreement”) with the University of Maryland, Baltimore. The research project is a clinical study to examine a novel peptide-guided drug delivery approach for the treatment of multiple sclerosis (“MS”). More specifically, the study is designed to evaluate (1) whether MS-1-displaying liposomes can effectively deliver dexamethasone to the CNS and (2) whether MS-1-displaying liposomes are superior to plain liposomes, also known as free drug, in inhibiting the relapses and progression of experimental autoimmune encephalomyelitis. Pursuant to the Sponsored Study Agreement, the research shall commence on March 1, 2021 and will continue until substantial completion, subject to renewal upon mutual written consent of the parties. The total cost under the Sponsored Study Agreement shall not exceed $81,474 which is payable in two equal installments of $40,737 upon execution of the Sponsored Study Agreement and $40,737 upon completion of the project with an estimated project timeline of nine months. In 2021, the Company paid $40,737 and recorded research and development expense of $40,737. This project has been postponed until further notice and the second payment is not due. Sponsored Research Agreement with The Regents of the University of California On June 1, 2021 (the “Effective Date”), the Company entered into a sponsored research agreement (the “Sponsored Research Agreement”) with The Regents of the University of California, on behalf of its San Francisco Campus (“UCSF”) pursuant to which UCSF shall conduct a study to examine psilocybin’s effect on inflammatory activity in humans to accelerate its implementation as a potential treatment for Parkinson’s Disease, chronic pain, and bipolar disorder. Pursuant to the Agreement, the Company shall pay UCSF a total fee of $342,850 to conduct the research over the two-year period. The Agreement was effective for a period of two years from the Effective Date, subject to renewal or earlier termination as set forth in the Sponsored Research Agreement. During the years ended December 31, 2022 and 2021, pursuant to the Sponsored Research Agreement, the Company paid to UCSF $181,710 and $100,570, respectively, which were recorded to prepaid expense and other current assets – current to be amortized over the two-year period. During the year ended December 31, 2023, the Company paid the remaining amount due of $60,570. During the years ended December 31, 2023 and 2022, the Company recorded research and development expenses of $71,427 and $178,568, respectively, from the amortization of the prepaid research and development fees. On December 31, 2023 and 2022, prepaid research and development fees amounted to $0 and $10,857, respectively which is reflected in prepaid expenses and other current assets – current on the accompanying consolidated balance sheets. Sponsored Research Agreement with University of Maryland, Baltimore On July 6, 2021, the Company and University of Maryland, Baltimore (“UMB”) entered into a sponsored research agreement (“July 2021 Sponsored Research Agreement”) pursuant to which UMB shall evaluate the pharmacokinetics of dexamethasone delivered to arthritic rats via liposome. The research pursuant to the July 2021 Sponsored Research Agreement shall commence on September 1, 2021 and will continue until the substantial completion thereof, subject to renewal upon written consent of the parties. The July 2021 Sponsored Research Agreement may be terminated by either party upon 30 days’ prior written notice to the other party. In addition, if either party commits any material breach of or defaults with respect to any terms or conditions of the July 2021 Sponsored Research Agreement and fails to remedy such default or breach within 10 business days after written notice from the other party, the party giving notice may terminate the July 2021 Sponsored Research Agreement as of the date of receipt of such notice by the other party. If the Company terminates the July 2021 Sponsored Research Agreement for any reason other than an uncured material breach by UMB, the Company shall relinquish any and all rights it may have in the Results (as defined in the July 2021 Sponsored Research Agreement) to UMB. In addition, if the July 2021 Sponsored Research Agreement is terminated early, the Company, among other things, will pay all costs incurred and accrued by UMB as of the date of termination. On June 7, 2022, the Company and UMB amended the July 2021 Sponsored Research Agreement whereby both parties agreed to make changes to the original project work and budget. The amendment had no effect on the consolidated financial statements. Pursuant to the terms of the July 2021 Sponsored Research Agreement, UMB granted the Company an option (the “Option”) to negotiate and obtain an exclusive license to any UMB Arising IP (as defined in the July 2021 Sponsored Research Agreement) and UMB’s rights in any Joint Arising IP (as defined in the July 2021 Sponsored Research Agreement) (collectively, the “UMB IP”). The Company may exercise the Option by giving UMB written notice within 60 days after it receives notice from UMB of the UMB IP. Pursuant to the July 2021 Sponsored Research Agreement, the Company shall pay UMB the fees below: Payment 1 $ 92,095 Paid upon execution of the July 2021 Sponsored Research Agreement 2 $ 92,095 Paid six months after the start of project work as outlined in the July 2021 Sponsored Research Agreement 3 $ 92,095 Upon completion of the project work as outlined in the July 2021 Sponsored Research Agreement The Company paid the first payment of $92,095 on September 1, 2021 and on August 31, 2022, the Company paid the second payment of $92,095. These payments were recorded to prepaid expense and other current assets – current to be amortized into research and development expense during the years ended December 31, 2022 and 2021. During the years ended December 31, 2023 and 2022, the Company recorded research and development expenses of $0 and $187,090, respectively, from the amortization of these prepaid research and development fees and other expenses. On December 31, 2023 and 2022, the Company owed UMB $92,095 which was included in accounts payable on the accompanying consolidated balance sheets. Sponsored Research Agreement with Columbia University On October 1, 2021, the Company entered into a sponsored research agreement with Columbia University pursuant to which the Company has been granted an option to license certain assets currently under development, including assets related to the potential treatment of patients suffering from Alzheimer’s disease. The term of the option will commence on the effective date of this agreement and will expire upon the earlier of (i) 90 days after the date of the Company’s receipt of a final research report for each specific research proposal as defined in the agr |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2023 | |
Income Taxes [Abstract] | |
INCOME TAXES | NOTE 9 – INCOME TAXES The Company maintains deferred tax assets and liabilities that reflect the net tax effects of temporary differences between the carrying amounts of the assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The deferred tax assets on December 31, 2023 and 2022 consist of net operating loss carry-forwards. The net deferred tax asset has been fully offset by a valuation allowance because of the uncertainty of the attainment of future taxable income. As of December 31, 2023 and 2022, the Company had not recorded a liability for any unrecognized tax positions. The items accounting for the difference between income taxes at the effective statutory rate and the provision for income taxes for the years ended December 31, 2023 and 2022 was as follows: Year Ended Year Ended December 31, December 31, Income tax benefit at U.S. statutory rate $ (777,143 ) $ (820,796 ) Income tax benefit – state (240,544 ) (254,056 ) Permanent differences 29,510 133,994 Change in valuation allowance 988,177 940,858 Total provision for income tax $ - $ - The Company’s approximate net deferred tax asset as of December 31, 2023 and 2022 was as follows: December 31, December 31, Deferred Tax Asset: Net operating loss carryforward $ 2,538,565 $ 1,550,388 Total deferred tax asset before valuation allowance 2,538,565 1,550,388 Valuation allowance (2,538,565 ) (1,550,388 ) Net deferred tax asset $ - $ - The net operating loss carryforward was approximately $9,231,000 on December 31, 2023. Future utilization of the net operating loss carryforward to offset future taxable income is subject to an annual limitation as a result of ownership changes that may occur in the future. The net operating loss carry forwards may be available to reduce future years’ taxable income. Net loss carryforwards in the amount of $9,231,000 from 2018 onwards can be carried over indefinitely, subject to annual usage limits. Management believes that it appears more likely than not that the Company will not realize these tax benefits due to the Company’s continuing losses for income taxes purposes. Accordingly, the Company has provided a 100% valuation allowance on the deferred tax asset benefit related to the U.S. net operating loss carry forwards to reduce the asset to zero. Management will review this valuation allowance periodically and will make adjustments as necessary. In 2023, the valuation allowance increased by $988,177. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 10 – SUBSEQUENT EVENTS Stock Repurchase Plan On January 9, 2024, the Board of Directors of the Company approved an extension of the previously announced stock repurchase program authorizing the purchase of up to $1 million of the Company’s common stock until March 31, 2024. From January 1, 2024 to March 23, 2024, the Company purchased 62,607 shares of common stock for a cost of $95,682. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Pay vs Performance Disclosure | ||
Net Income (Loss) | $ (3,700,683) | $ (3,908,551) |
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 | |
Summary of Significant Accounting Policies [Abstract] | |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation The accompanying consolidated financial statements have been prepared by the Company in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”), the instructions to Form 10-K, and the rules and regulations of the United States Securities and Exchange Commission (the “SEC”) for financial information. The Company’s consolidated financial statements include financial statements for Silo Pharma, Inc. and its inactive wholly-owned subsidiary with the same name as the parent entity, Silo Pharma, Inc. All intercompany transactions and balances have been eliminated in consolidation. In accordance with, Accounting Standard Codification (“ASC”) 205-20 “Discontinued Operations” establishes that the disposal or abandonment of a component of an entity or a group of components of an entity should be reported in discontinued operations if the disposal represents a strategic shift that has (or will have) a major effect on an entity’s operations and financial results. As a result, the NFID, LLC component’s results of operations have been classified as discontinued operations on a retrospective basis for all periods presented. Accordingly, the results of operations of this component, for all periods, are separately reported as “discontinued operations” on the consolidated statements of operations. |
Liquidity | Liquidity As reflected in the accompanying consolidated financial statements, the Company generated a net loss of $3,700,683 and used cash in operations of $3,224,498 during the year ended December 31, 2023. Additionally, the Company has an accumulated deficit of $10,871,811 on December 31, 2023. As of December 31, 2023, the Company had working capital of $6,905,568. The positive working capital serves to mitigate the conditions that historically raised substantial doubt about the Company’s ability to continue as a going concern. The Company believes that the Company has sufficient cash and liquid short-term investments to meet its obligations for a minimum of twelve months from the date of this filing. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate could change in the near term due to one or more future events. Accordingly, the actual results could differ significantly from estimates. Significant estimates during the years ended December 31, 2023 and 2022 include the collectability of notes receivable, the percentage of completion of research and development projects, valuation of equity investments, valuation allowances for deferred tax assets, the fair value of warrants issued with debt, and the fair value of shares and stock options issued for services. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments with a maturity of three months or less when acquired to be cash equivalents. The Company places its cash with high credit quality financial institutions. The Company’s accounts at these institutions are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000 or by the Securities Investor Protection Corporation up to $250,000. To reduce its risk associated with the failure of such financial institutions, the Company evaluates at least annually the rating of the financial institutions in which it holds deposits. On December 31, 2023 and 2022, the Company had cash in excess of FDIC limits of approximately $2,805,000 and $10,868,000, respectively. During the year ended December 31, 2023, the Company transferred funds to other high quality financial institutions to mitigate its risk to ensure that its exposure is limited or reduced to the FDIC protection limits. In connection with the early termination of a certificate of deposit, in 2023, the Company paid a penalty of $166,034, which is reflected on the accompanying consolidated statement of operations and comprehensive loss during the year ended December 2023. Any material loss that we may experience in the future could have an adverse effect on our ability to pay our operational expenses or make other payments. |
Short-Term Investments | Short-Term Investments The Company’s portfolio of short-term investments consists of marketable debt securities which are comprised solely of highly rated U.S. government securities with maturities of more than three months, but less than one year. The Company classifies these as available-for-sale at purchase date and will reevaluate such designation at each period end date. The Company may sell these marketable debt securities prior to their stated maturities depending upon changing liquidity requirements. These debt securities are classified as current assets in the consolidated balance sheet and recorded at fair value, with unrealized gains or losses included in accumulated other comprehensive income and as a component of the consolidated statements of comprehensive loss. Gains and losses are recognized when realized. Gains and losses are determined using the specific identification method and are reported in other income (expense), net in the consolidated statements of operations and comprehensive loss. An impairment loss may be recognized when the decline in fair value of the debt securities is determined to be other-than-temporary. The Company evaluates its investments for other-than-temporary declines in fair value below the cost basis each quarter, or whenever events or changes in circumstances indicate that the cost basis of the short-term investments may not be recoverable. The evaluation is based on a number of factors, including the length of time and the extent to which the fair value has been below the cost basis, as well as adverse conditions related specifically to the security, such as any changes to the credit rating of the security and the intent to sell or whether the Company will more likely than not be required to sell the security before recovery of its amortized cost basis. The Company recorded $6,227 of unrealized loss on short-term investments as a component of other comprehensive loss for the year ended December 31, 2023, respectively. The Company did not recognize any unrealized gains or losses on short-term investments during the year ended December 31, 2022. |
Equity Investments, at Fair Value | Equity Investments, at Fair Value Realized gain or loss is recognized when an investment is disposed of and is computed as the difference between the Company’s carrying value and the net proceeds received from such disposition. Realized gains and losses on investment transactions are determined by specific identification. Net unrealized appreciation or depreciation is computed as the difference between the fair value of the investment and the cost basis of such investment. Net unrealized gains or losses for equity investments are recognized in operations as the difference between the carrying value at the beginning of the period and the fair value at the end of the period. |
Note Receivable | Note Receivable The Company recognizes an allowance for losses on notes receivable in an amount equal to the estimated probable losses net of recoveries. The allowance is based on an analysis of historical bad debt experience, current note receivable aging, and expected future write-offs, as well as an assessment of specific identifiable accounts considered at risk or uncollectible. The expense associated with the allowance for doubtful accounts is recorded as part of general and administrative expenses. As of December 31, 2023, the Company recognized an allowance for loss on the note receivable and accrued interest receivable in an amount equal to the estimated probable losses, and accordingly, the Company recorded bad debt expense of $69,600, which represents the note receivable principal balance of $60,000 and accrued interest receivable of $9,600, which is recorded in loss from discontinued operations on the accompanying consolidated statement of operations. |
Prepaid Expenses | Prepaid Expenses Prepaid expenses and other current assets of $15,970 and $135,894 on December 31, 2023 and 2022, respectively, consist primarily of costs paid for future services which will occur within a year. On December 31, 2023 and 2022, prepaid expenses and other assets – non-current amounted to $64,983 and $70,821, respectively, and consist primarily of costs paid for future services which will occur after a year. Prepaid expenses may include prepayments in cash and equity instruments for consulting, research and development, license fees, public relations and business advisory services, and legal fees which are being amortized over the terms of their respective agreements, which may exceed a year of service. |
Revenue Recognition | Revenue Recognition The Company applies ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”). ASC 606 establishes a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most of the existing revenue recognition guidance. This standard requires an entity to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services and also requires certain additional disclosures. The Company records interest and dividend income on an accrual basis to the extent that the Company expects to collect such amounts. For the license and royalty income, revenue is recognized when the Company satisfies the performance obligation based on the related license agreement. Payments received from the licensee that are related to future periods are recorded as deferred revenue to be recognized as revenues over the term of the related license agreement (see Note 8). Product sales were recognized when the NFID products were shipped to the customer and title was transferred and were recorded net of any discounts or allowances which are separately reported as “discontinued operations” on the consolidated statements of operations. |
Cost of Revenues | Cost of Revenues The primary components of cost of revenues on license fees includes the cost of the license fees. Payments made to the licensor that are related to future periods are recorded as prepaid expense to be amortized over the term of the related license agreement (see Note 8). |
Stock-Based Compensation | Stock-Based Compensation Stock-based compensation is accounted for based on the requirements of ASC 718 – “Compensation – Stock Compensation”, which requires recognition in the financial statements of the cost of employee, director, and non-employee services received in exchange for an award of equity instruments over the period the employee, director, or non-employee is required to perform the services in exchange for the award (presumptively, the vesting period). The ASC also requires measurement of the cost of employee, director, and non-employee services received in exchange for an award based on the grant-date fair value of the award. The Company has elected to recognize forfeitures as they occur as permitted under Accounting Standards Update (“ASU”) 2016-09 Improvements to Employee Share-Based Payment. |
Income Taxes | Income Taxes Deferred income tax assets and liabilities arise from temporary differences between the financial statements and tax basis of assets and liabilities, as measured by the enacted tax rates, which are expected to be in effect when these differences reverse. Deferred tax assets and liabilities are classified as current or non-current, depending upon the classification of the asset or liabilities to which they relate. Deferred tax assets and liabilities not related to an asset or liability are classified as current or non-current depending on the periods in which the temporary differences are expected to reverse. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. The Company follows the provisions of Financial Accounting Standards Board (“FASB”) ASC 740-10, “Uncertainty in Income Taxes”. Certain recognition thresholds must be met before a tax position is recognized in the financial statements. An entity may only recognize or continue to recognize tax positions that meet a “more-likely-than-not” threshold. The Company does not believe it has any uncertain tax positions as of December 31, 2023 and 2022 that would require either recognition or disclosure in the accompanying consolidated financial statements. |
Research and Development | Research and Development In accordance with ASC 730-10, “Research and Development-Overall,” |
Leases | Leases Leases are accounted for using ASU 2016-02, “ Leases (Topic 842)” |
Net Loss per Common Share | Net Loss per Common Share Basic loss per share is computed by dividing net loss allocable to common shareholders by the weighted average number of shares of common stock outstanding during each period. Diluted loss per share is computed by dividing net loss available to common shareholders by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during the period using the as-if converted method. Potentially dilutive securities which include stock options and stock warrants are excluded from the computation of diluted shares outstanding if they would have an anti-dilutive impact on the Company’s net losses. The following potentially dilutive shares have been excluded from the calculation of diluted net loss per share as their effect would be anti-dilutive for the years ended December 31, 2023 and 2022: December 31, December 31, 2023 2022 Stock options 28,849 28,849 Warrants 404,580 404,580 433,429 433,429 |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the Company’s consolidated financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Summary of Significant Accounting Policies [Abstract] | |
Schedule of Potentially Dilutive Shares | The following potentially dilutive shares have been excluded from the calculation of diluted net loss per share as their effect would be anti-dilutive for the years ended December 31, 2023 and 2022: December 31, December 31, 2023 2022 Stock options 28,849 28,849 Warrants 404,580 404,580 433,429 433,429 |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments and Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value of Financial Instruments and Fair Value Measurements [Abstract] | |
Schedule of Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis | The following table represents the Company’s fair value hierarchy of its financial assets and liabilities measured at fair value on a recurring basis as of December 31, 2023 and 2022. December 31, 2023 December 31, 2022 Description Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Short-term investments $ 4,140,880 $ - $ - $ - $ - $ - Equity investments $ - $ - $ - $ 3,118 $ - $ - |
Schedule of Summarizes Activity in the Company’s Short Term Investments and Equity Investments at Fair Value | The following table summarizes activity in the Company’s short-term investments, at fair value for the periods presented: December 31, December 31, 2023 2022 Balance, beginning of year $ - $ - Additions 4,147,107 - Unrealized losses (6,227 ) - Balance, end of year $ 4,140,880 $ - December 31, December 31, 2023 2022 Balance, beginning of year $ 3,118 $ 419,995 Additions - 85,733 Sales at original cost - (171,407 ) Unrealized loss (3,118 ) (331,203 ) Balance, end of year $ - $ 3,118 |
Disposal of the Discontinued _2
Disposal of the Discontinued Operations of the NFID Business (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Disposal of the Discontinued Operations of the NFID Business [Abstract] | |
Schedule of Operating Result of Discontinued Operations of the NFID Business | The summarized operating result of discontinued operations of the NFID Business included in the Company’s consolidated statements of operations for the years ended December 31, 2023 and 2022 is as follows: For the Year Ended December 31, 2023 2022 Product sales, net $ - $ - Cost of sales - 1,079 Gross loss - (1,079 ) Total operating and other non-operating expenses (69,600 ) (84 ) Loss from discontinued operations $ (69,600 ) $ (1,163 ) |
Note Receivable (Tables)
Note Receivable (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Note Receivable [Abstract] | |
Schedule of Note Receivable | On December 31, 2023 and 2022, note receivable consisted of the following: December 31, December 31, 2023 2022 Principal amount of note receivable $ 60,000 $ 60,000 Accrued interest receivable 9,600 6,010 Subtotal 69,600 66,010 Less: allowance for doubtful accounts (69,600 ) - Note receivable – current - 66,010 |
Stockholders_ Equity (Tables)
Stockholders’ Equity (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Stockholders’ Equity [Abstract] | |
Schedule of Stock Option Activities | Stock option activities for the years ended December 31, 2023 and 2022 are summarized as follows: Number of Weighted Weighted Aggregate Balance Outstanding, December 31, 2021 12,849 $ 3.89 2.54 $ 42,870 Granted 16,000 10.0 - - Balance Outstanding, December 31, 2022 28,849 7.28 6.31 20,130 Granted - - - - Balance Outstanding, December 31, 2023 28,849 $ 7.28 5.31 $ 8,610 Exercisable, December 31, 2023 28,849 $ 7.28 5.31 $ 8,610 |
Schedule of Warrant Activities | Warrant activities for the years ended December 31, 2023 and 2022 are summarized as follows: Number of Weighted Weighted Aggregate Balance Outstanding, December 31, 2021 347,080 $ 15.5 4.1 $ - Granted 57,500 6.25 5.0 - Balance Outstanding, December 31, 2022 404,580 14.05 3.3 - Granted - - - - Balance Outstanding, December 31, 2023 404,580 $ 14.05 2.3 $ - Exercisable, December 31, 2023 404,580 $ 14.05 2.3 $ - |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies [Abstract] | |
Schedule of Milestone Payments | On December 31, 2022, prepaid expense and other current assets – current amounted to $5,000 and prepaid expense – non-current amounted to $60,625 as reflected in the consolidated balance sheets. Milestone Payment Filing of an Investigational New Drug (or any foreign equivalent) for a Licensed Product $ 50,000 Dosing of first patient in a Phase 1 Clinical Trial of a Licensed Product $ 100,000 Dosing of first patient in a Phase 2 Clinical Trial of a Licensed Product $ 250,000 Receipt of New Drug Application (“NDA”) (or foreign equivalent) approval for a Licensed Product $ 500,000 Achievement of First Commercial Sale of Licensed Product $ 1,000,000 |
Schedule of Minimum Annual Royalty Payments | minimum annual royalty payments, as follows: Years Minimum Prior to First Commercial Sale $ N/A Year of First Commercial Sale $ N/A First calendar year following the First Commercial Sale $ 25,000 Second calendar year following the First Commercial Sale $ 25,000 Third calendar year following the First Commercial Sale $ 100,000 |
Schedule of Shall Pay UMB Fees | Pursuant to the July 2021 Sponsored Research Agreement, the Company shall pay UMB the fees below: Payment 1 $ 92,095 Paid upon execution of the July 2021 Sponsored Research Agreement 2 $ 92,095 Paid six months after the start of project work as outlined in the July 2021 Sponsored Research Agreement 3 $ 92,095 Upon completion of the project work as outlined in the July 2021 Sponsored Research Agreement |
Schedule of Future Amounts Due Under Sponsored Study and Research Agreements | On December 31, 2023, future amounts due under sponsored study and research agreements between the Company and vendors is as follows: Year ended December 31, Amount 2024 $ 725,244 Total $ 725,244 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Taxes [Abstract] | |
Schedule of Income Taxes at the Effective Statutory Rate and the Provision for Income Taxes | The items accounting for the difference between income taxes at the effective statutory rate and the provision for income taxes for the years ended December 31, 2023 and 2022 was as follows: Year Ended Year Ended December 31, December 31, Income tax benefit at U.S. statutory rate $ (777,143 ) $ (820,796 ) Income tax benefit – state (240,544 ) (254,056 ) Permanent differences 29,510 133,994 Change in valuation allowance 988,177 940,858 Total provision for income tax $ - $ - |
Schedule of Net Deferred Tax Asset | The Company’s approximate net deferred tax asset as of December 31, 2023 and 2022 was as follows: December 31, December 31, Deferred Tax Asset: Net operating loss carryforward $ 2,538,565 $ 1,550,388 Total deferred tax asset before valuation allowance 2,538,565 1,550,388 Valuation allowance (2,538,565 ) (1,550,388 ) Net deferred tax asset $ - $ - |
Organization and Business (Deta
Organization and Business (Details) - USD ($) | Sep. 30, 2021 | Oct. 01, 2023 |
Organization and Business [Line Items] | ||
Purchase price | $ 60,000 | |
Promissory note amounting | $ 60,000 | |
Minimum [Member] | ||
Organization and Business [Line Items] | ||
Promissory note bears interest rate | 8% | |
Maturity date | Oct. 01, 2023 | |
Maximum [Member] | ||
Organization and Business [Line Items] | ||
Promissory note bears interest rate | 9% | |
Maturity date | Dec. 30, 2023 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Summary of Significant Accounting Policies [Line Items] | ||
Net loss | $ (3,700,683) | $ (3,908,551) |
Cash in operations | (3,224,498) | (3,497,622) |
Accumulated deficit | (10,871,811) | (7,171,128) |
Working capital | 6,905,568 | |
Federal deposit insurance corporation | 250,000 | |
Securities investor protection corporation | 250,000 | |
Penalty paid | 166,034 | |
Unrealized loss on short-term investments | (6,227) | |
Bad debt expense | 69,600 | |
Note receivable principal balance amount | 60,000 | |
Accrued interest receivable | 9,600 | 6,010 |
Prepaid expenses and other current assets | 15,970 | 135,894 |
Prepaid expenses and other assets – non-current | 64,983 | 70,821 |
Research and development cost | 845,092 | 1,286,434 |
Bank Time Deposits [Member] | ||
Summary of Significant Accounting Policies [Line Items] | ||
Federal deposit insurance corporation | $ 2,805,000 | $ 10,868,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Schedule of Potentially Dilutive Shares - shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Schedule of Potentially Dilutive Shares [Line Items] | ||
Potentially dilutive shares | 433,429 | 433,429 |
Stock options [Member] | ||
Schedule of Potentially Dilutive Shares [Line Items] | ||
Potentially dilutive shares | 28,849 | 28,849 |
Warrants [Member] | ||
Schedule of Potentially Dilutive Shares [Line Items] | ||
Potentially dilutive shares | 404,580 | 404,580 |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments and Fair Value Measurements (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Fair Value of Financial Instruments and Fair Value Measurements [Line Items] | ||
Fair value per share (in Dollars per share) | $ 54.99 | |
Gross proceeds | $ (3,118) | $ (331,203) |
Net realized loss on equity investments | $ (104,700) | |
Home Bistro, Inc [Member] | ||
Fair Value of Financial Instruments and Fair Value Measurements [Line Items] | ||
Equity instruments at fair value of shares (in Shares) | 1,559 | 1,559 |
Shares of common stock (in Shares) | 1,559 | |
Grant date fair value | $ 85,733 | |
Aikido Pharma, Inc. [Member] | ||
Fair Value of Financial Instruments and Fair Value Measurements [Line Items] | ||
sale of equity investments | 171,407 | |
Gross proceeds | 66,707 | |
Net realized loss on equity investments | $ (104,700) |
Fair Value of Financial Instr_4
Fair Value of Financial Instruments and Fair Value Measurements (Details) - Schedule of Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis - Fair Value, Recurring [Member] - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Level 1 [Member] | ||
Schedule of Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis [Line Items] | ||
Short-term investments | $ 4,140,880 | |
Equity investments | 3,118 | |
Level 2 [Member] | ||
Schedule of Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis [Line Items] | ||
Short-term investments | ||
Equity investments | ||
Level 3 [Member] | ||
Schedule of Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis [Line Items] | ||
Short-term investments | ||
Equity investments |
Fair Value of Financial Instr_5
Fair Value of Financial Instruments and Fair Value Measurements (Details) - Schedule of Summarizes Activity in the Company’s Short Term Investments and Equity Investments at Fair Value - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Short-Term Investments [Member] | ||
Schedule of Summarizes Activity in the Company’s Short Term Investments and Equity Investments at Fair Value [Line Items] | ||
Balance, beginning of year | ||
Additions | 4,147,107 | |
Unrealized losses | (6,227) | |
Balance, end of year | 4,140,880 | |
Equity Investments [Member] | ||
Schedule of Summarizes Activity in the Company’s Short Term Investments and Equity Investments at Fair Value [Line Items] | ||
Balance, beginning of year | 3,118 | 419,995 |
Additions | 85,733 | |
Sales at original cost | (171,407) | |
Unrealized loss | (3,118) | (331,203) |
Balance, end of year | $ 3,118 |
Disposal of the Discontinued _3
Disposal of the Discontinued Operations of the NFID Business (Details) - USD ($) | 12 Months Ended | |||
Oct. 01, 2023 | Sep. 30, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | |
Disposal of the Discontinued Operations of the NFID Business [Line Items] | ||||
Purchase price | $ 60,000 | |||
Bad debt expense | $ 69,600 | |||
Note receivable | 60,000 | 60,000 | ||
Accrued interest receivable | 9,600 | 6,010 | ||
Outstanding receivable balance | $ 66,010 | |||
Promissory Note [Member] | ||||
Disposal of the Discontinued Operations of the NFID Business [Line Items] | ||||
Promissory note amount | $ 60,000 | |||
Promissory Note [Member] | Minimum [Member] | ||||
Disposal of the Discontinued Operations of the NFID Business [Line Items] | ||||
Bears interest per annum | 8% | |||
Maturity date | Oct. 01, 2023 | |||
Promissory Note [Member] | Maximum [Member] | ||||
Disposal of the Discontinued Operations of the NFID Business [Line Items] | ||||
Bears interest per annum | 9% | |||
Maturity date | Dec. 30, 2023 |
Disposal of the Discontinued _4
Disposal of the Discontinued Operations of the NFID Business (Details) - Schedule of Operating Result of Discontinued Operations of the NFID Business - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Schedule of Operating Result of Discontinued Operations of the NFID Business [Abstract] | ||
Product sales, net | ||
Cost of sales | 1,079 | |
Gross loss | (1,079) | |
Total operating and other non-operating expenses | (69,600) | (84) |
Loss from discontinued operations | $ (69,600) | $ (1,163) |
Note Receivable (Details)
Note Receivable (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | Oct. 01, 2023 | Sep. 30, 2021 | |
Note Receivable [Line Items] | ||||
Bad debt expense | $ 69,600 | |||
Accrued interest receivable | 9,600 | 6,010 | ||
Total receivable balance | 66,010 | |||
Promissory Note [Member] | ||||
Note Receivable [Line Items] | ||||
Promissory note bears interest rate | 8% | 9% | ||
Maturity date | Oct. 01, 2023 | Dec. 30, 2023 | ||
Principal balance | $ 60,000 | |||
Note Receivable [Member] | ||||
Note Receivable [Line Items] | ||||
Principal balance | $ 60,000 | $ 60,000 |
Note Receivable (Details) - Sch
Note Receivable (Details) - Schedule of Note Receivable - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Schedule of Note Receivable [Abstract] | ||
Principal amount of note receivable | $ 60,000 | $ 60,000 |
Accrued interest receivable | 9,600 | 6,010 |
Subtotal | 69,600 | 66,010 |
Less: allowance for doubtful accounts | (69,600) | |
Note receivable – current | $ 66,010 |
Stockholders_ Equity (Details)
Stockholders’ Equity (Details) - USD ($) | 12 Months Ended | |||||||||||||||
Oct. 31, 2023 | Oct. 31, 2022 | Sep. 29, 2022 | Sep. 28, 2022 | Sep. 26, 2022 | Aug. 29, 2022 | Mar. 31, 2022 | Jan. 27, 2022 | Jan. 26, 2022 | Dec. 29, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | Jan. 09, 2024 | Dec. 04, 2023 | Feb. 09, 2021 | Jan. 18, 2021 | |
Stockholders’ Equity [Line Items] | ||||||||||||||||
Common stock, shares authorized | 100,000,000 | 100,000,000 | ||||||||||||||
Shares authorized | 105,000,000 | |||||||||||||||
Designated shares | 4,280 | |||||||||||||||
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | ||||||||||||||
Series C convertible preferred stock | 227 | |||||||||||||||
Purchase additional shares | 150,000 | |||||||||||||||
Public offering price per shares (in Dollars per share) | $ 5 | $ 10 | ||||||||||||||
Aggregate net proceeds (in Dollars) | $ 4,940,948 | |||||||||||||||
Issued warrants to purchase an aggregate amount | 57,500 | |||||||||||||||
Exercise price (in Dollars per share) | $ 6.25 | |||||||||||||||
Restricted common shares | 20,000 | |||||||||||||||
Restricted common value (in Dollars) | $ 135,100 | |||||||||||||||
Restricted common share price (in Dollars per share) | $ 6.755 | |||||||||||||||
Stock-based professional fees (in Dollars) | 1,726,061 | 1,496,687 | ||||||||||||||
Repurchase of shares (in Dollars) | $ 1,000,000 | $ 471,121 | ||||||||||||||
Stock repurchase program (in Dollars) | $ 1,000,000 | |||||||||||||||
Common stock purchase | 252,855 | |||||||||||||||
Common stock purchase cost (in Dollars) | $ 471,121 | |||||||||||||||
Deferred compensation (in Dollars) | $ 14,125 | $ 111,014 | ||||||||||||||
Stock options vest | 16,000 | |||||||||||||||
Fair value of unvested stock option | 5,000 | 5,000 | 6,000 | |||||||||||||
Common Stock [Member] | ||||||||||||||||
Stockholders’ Equity [Line Items] | ||||||||||||||||
Convertible common stock | (15,167) | |||||||||||||||
Purchase additional shares | 1,000,000 | |||||||||||||||
Aggregate net proceeds (in Dollars) | $ 4,940,948 | |||||||||||||||
Stock-based professional fees (in Dollars) | $ 90,067 | $ 45,033 | ||||||||||||||
Repurchase of shares (in Dollars) | ||||||||||||||||
Minimum [Member] | ||||||||||||||||
Stockholders’ Equity [Line Items] | ||||||||||||||||
Common stock, shares authorized | 500,000,000 | |||||||||||||||
Maximum [Member] | ||||||||||||||||
Stockholders’ Equity [Line Items] | ||||||||||||||||
Common stock, shares authorized | 100,000,000 | |||||||||||||||
Warrant [Member] | ||||||||||||||||
Stockholders’ Equity [Line Items] | ||||||||||||||||
Exercise price (in Dollars per share) | $ 6.25 | |||||||||||||||
Purchase aggregate | 57,500 | |||||||||||||||
Over-Allotment Option [Member] | ||||||||||||||||
Stockholders’ Equity [Line Items] | ||||||||||||||||
Purchase additional shares | 150,000 | |||||||||||||||
Common Stock [Member] | ||||||||||||||||
Stockholders’ Equity [Line Items] | ||||||||||||||||
Shares authorized | 100,000,000 | |||||||||||||||
Preferred Stock [Member] | ||||||||||||||||
Stockholders’ Equity [Line Items] | ||||||||||||||||
Shares authorized | 5,000,000 | |||||||||||||||
Series C Convertible Preferred Stock [Member] | ||||||||||||||||
Stockholders’ Equity [Line Items] | ||||||||||||||||
Designated shares | 4,280 | |||||||||||||||
Preferred stock, par value (in Dollars per share) | $ 0.0001 | |||||||||||||||
Stated value (in Dollars) | $ 1,000 | |||||||||||||||
Convertible preferred stock, description | share of Series C Convertible preferred stock was convertible, at any time and from time to time after the issuance date, at the option of the holder, into such number of shares of common stock determined by dividing the Series C Stated Value by the Series C Conversion Price. | |||||||||||||||
Series C Conversion Price [Member] | ||||||||||||||||
Stockholders’ Equity [Line Items] | ||||||||||||||||
Conversion price per share (in Dollars per share) | $ 15 | |||||||||||||||
Series A Preferred Stock [Member] | ||||||||||||||||
Stockholders’ Equity [Line Items] | ||||||||||||||||
Share issued | ||||||||||||||||
Preferred Class B [Member] | ||||||||||||||||
Stockholders’ Equity [Line Items] | ||||||||||||||||
Shares outstanding | ||||||||||||||||
Conversion of Series C Convertible Preferred Stock into Common Stock [Member] | ||||||||||||||||
Stockholders’ Equity [Line Items] | ||||||||||||||||
Series C convertible preferred stock | 227 | |||||||||||||||
Series C Preferred Stock [Member] | ||||||||||||||||
Stockholders’ Equity [Line Items] | ||||||||||||||||
Series C convertible preferred stock | 227 | |||||||||||||||
Convertible common stock | 15,167 | |||||||||||||||
Board Granted [Member] | ||||||||||||||||
Stockholders’ Equity [Line Items] | ||||||||||||||||
Public offering price per shares (in Dollars per share) | $ 7.3 | |||||||||||||||
Aggregate of incentive stock options | 6,849 | |||||||||||||||
Stock option value (in Dollars) | $ 30,224 | |||||||||||||||
Risk free interest rate | 0.75% | |||||||||||||||
Expected dividend yield | 0% | |||||||||||||||
Expected term | 2 years | |||||||||||||||
Expected volatility | 115% | |||||||||||||||
Deferred compensation (in Dollars) | $ 30,224 | |||||||||||||||
Issuance of deferred compensation balance (in Dollars) | $ 14,125 | |||||||||||||||
Board Granted [Member] | Minimum [Member] | ||||||||||||||||
Stockholders’ Equity [Line Items] | ||||||||||||||||
Common stock issued under the plan | 300,000 | |||||||||||||||
Board Granted [Member] | Maximum [Member] | ||||||||||||||||
Stockholders’ Equity [Line Items] | ||||||||||||||||
Common stock issued under the plan | 470,000 | |||||||||||||||
Amendment [Member] | Minimum [Member] | ||||||||||||||||
Stockholders’ Equity [Line Items] | ||||||||||||||||
Common stock, shares authorized | 500,000,000 | |||||||||||||||
Amendment [Member] | Maximum [Member] | ||||||||||||||||
Stockholders’ Equity [Line Items] | ||||||||||||||||
Common stock, shares authorized | 100,000,000 | |||||||||||||||
Omnibus Equity Incentive Plan [Member] | ||||||||||||||||
Stockholders’ Equity [Line Items] | ||||||||||||||||
of common stock reserved and avail for issuance | 170,000 | |||||||||||||||
Incentive Stock Option [Member] | ||||||||||||||||
Stockholders’ Equity [Line Items] | ||||||||||||||||
Risk free interest rate | 1.18% | |||||||||||||||
Expected dividend yield | 0% | |||||||||||||||
Expected term | 2 years | |||||||||||||||
Expected volatility | 117% | |||||||||||||||
Fair value of unvested stock option | 16,000 | |||||||||||||||
Fair value of stock option (in Dollars) | $ 94,915 | |||||||||||||||
Fair value of the unvested stock options (in Dollars) | $ 94,915 |
Stockholders_ Equity (Details)
Stockholders’ Equity (Details) - Schedule of Stock Option Activities - Stock Options [Member] - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | |
Schedule of Stock Option Activities [Line Items] | |||
Number of Options, Balance | 12,849 | 28,849 | |
Weighted Average Exercise Price, Balance | $ 3.89 | $ 7.28 | |
Weighted Average Remaining Contractual Term (Years). Balance | 2 years 6 months 14 days | 5 years 3 months 21 days | 6 years 3 months 21 days |
Aggregate Intrinsic Value, Balance | $ 42,870 | $ 20,130 | |
Number of Options, Granted | 16,000 | ||
Weighted Average Exercise Price, Granted | $ 10 | ||
Weighted Average Remaining Contractual Term (Years), Granted | |||
Aggregate Intrinsic Value, Granted | |||
Number of Options, Balance | 28,849 | 28,849 | |
Weighted Average Exercise Price, Balance | $ 7.28 | $ 7.28 | |
Weighted Average Remaining Contractual Term (Years), Balance | 2 years 6 months 14 days | 5 years 3 months 21 days | 6 years 3 months 21 days |
Aggregate Intrinsic Value, Balance | $ 8,610 | $ 20,130 | |
Number of Options, Exercisable | 28,849 | ||
Weighted Average Exercise Price, Exercisable | $ 7.28 | ||
Weighted Average Remaining Contractual Term (Years), Exercisable | 5 years 3 months 21 days | ||
Aggregate Intrinsic Value, Exercisable | $ 8,610 |
Stockholders_ Equity (Details_2
Stockholders’ Equity (Details) - Schedule of Warrant Activities - Warrant [Member] - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | |
Schedule of Warrant Activities [Line Items] | |||
Number of Options, Ending | 347,080 | 404,580 | 404,580 |
Weighted Average Exercise Price, Ending (in Dollars per share) | $ 15.5 | $ 14.05 | $ 14.05 |
Weighted Average Remaining Contractual Term (Years). Ending | 4 years 1 month 6 days | 2 years 3 months 18 days | 3 years 3 months 18 days |
Aggregate Intrinsic Value, Ending (in Dollars) | |||
Number of Options, Exercisable | 404,580 | ||
Weighted Average Exercise Price, Exercisable | 14.05 | ||
Weighted Average Remaining Contractual Term (Years), Exercisable | 2 years 3 months 18 days | ||
Aggregate Intrinsic Value, Exercisable (in Dollars) | |||
Number of Options, Granted | 57,500 | ||
Weighted Average Exercise Price, Granted (in Dollars per share) | $ 6.25 | ||
Weighted Average Remaining Contractual Term (Years), Granted | 5 years | ||
Aggregate Intrinsic Value, Granted (in Dollars) |
Concentrations (Details)
Concentrations (Details) - Revenue Benchmark [Member] | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Customer Concentration Risk [Member] | Customer Concentration [Member] | ||
Concentrations [Line Items] | ||
Concentration risk percentage | 100% | 100% |
Vendor [Member] | Vendor Concentraion Risk [Member] | ||
Concentrations [Line Items] | ||
Concentration risk percentage | 100% | 100% |
Commitments and Contingencies_2
Commitments and Contingencies (Details) | 1 Months Ended | 12 Months Ended | |||||||||||||||||||||||||||
Aug. 31, 2023 USD ($) | Jun. 30, 2023 USD ($) | Oct. 13, 2022 USD ($) | Oct. 12, 2022 USD ($) | Aug. 31, 2022 USD ($) | Jan. 27, 2022 USD ($) $ / shares shares | Sep. 10, 2021 USD ($) | Sep. 01, 2021 USD ($) | Jun. 01, 2021 USD ($) | Apr. 12, 2021 USD ($) $ / shares shares | Jan. 05, 2021 USD ($) shares | Oct. 16, 2023 USD ($) | Oct. 16, 2023 GBP (£) | Sep. 30, 2023 USD ($) | Aug. 31, 2023 USD ($) | Feb. 28, 2023 USD ($) | Oct. 31, 2022 USD ($) shares | Oct. 25, 2022 USD ($) | Jul. 31, 2022 USD ($) | Feb. 28, 2022 USD ($) | Jan. 27, 2022 $ / shares shares | Nov. 30, 2021 USD ($) | Apr. 30, 2021 USD ($) | Feb. 17, 2021 USD ($) | Apr. 17, 2020 USD ($) shares | Dec. 31, 2023 USD ($) shares | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Oct. 31, 2023 shares | |
Commitments and Contingencies [Line Items] | |||||||||||||||||||||||||||||
Research and development expenses | $ 845,092 | $ 1,286,434 | |||||||||||||||||||||||||||
License agreement expire | 15 years | ||||||||||||||||||||||||||||
percentage of sublicense income receivable | 25% | ||||||||||||||||||||||||||||
Prepaid expense and other current assets | $ 15,970 | 135,894 | |||||||||||||||||||||||||||
Sales of licensed products percentage | 5% | ||||||||||||||||||||||||||||
Sales | $ 50,000,000 | ||||||||||||||||||||||||||||
Deferred revenue current | 72,102 | 72,102 | |||||||||||||||||||||||||||
Deferred revenue long term | 793,680 | 865,782 | |||||||||||||||||||||||||||
Installments payable | 81,474 | ||||||||||||||||||||||||||||
Remaining amount due | $ 60,570 | ||||||||||||||||||||||||||||
Percentage of estimate research | 90% | ||||||||||||||||||||||||||||
Joint venture interest rate | 60% | ||||||||||||||||||||||||||||
Professional fees | $ 1,726,061 | 1,496,687 | |||||||||||||||||||||||||||
Expected Term [Member] | |||||||||||||||||||||||||||||
Commitments and Contingencies [Line Items] | |||||||||||||||||||||||||||||
Assumptions | 2 | ||||||||||||||||||||||||||||
License [Member] | |||||||||||||||||||||||||||||
Commitments and Contingencies [Line Items] | |||||||||||||||||||||||||||||
Payments for fee | $ 5,000 | 5,000 | |||||||||||||||||||||||||||
Series M Convertible Preferred [Member] | |||||||||||||||||||||||||||||
Commitments and Contingencies [Line Items] | |||||||||||||||||||||||||||||
Convertible preferred stock (in Shares) | shares | 500 | ||||||||||||||||||||||||||||
Sublicense Agreement [Member] | |||||||||||||||||||||||||||||
Commitments and Contingencies [Line Items] | |||||||||||||||||||||||||||||
Prepaid expense and other current assets | 838 | ||||||||||||||||||||||||||||
Prepaid expenses non-current | 10,196 | ||||||||||||||||||||||||||||
Sublicense income, percentage | 25% | ||||||||||||||||||||||||||||
Sublicense agreement amount paid | $ 12,500 | ||||||||||||||||||||||||||||
JV Agreement [Member] | |||||||||||||||||||||||||||||
Commitments and Contingencies [Line Items] | |||||||||||||||||||||||||||||
Contribution cost | $ 225,000 | ||||||||||||||||||||||||||||
Joint venture interest rate | 51% | ||||||||||||||||||||||||||||
Option expired term | 24 months | ||||||||||||||||||||||||||||
Eric Weisblum [Member] | |||||||||||||||||||||||||||||
Commitments and Contingencies [Line Items] | |||||||||||||||||||||||||||||
Base salary | $ 350,000 | $ 120,000 | |||||||||||||||||||||||||||
Vested common stock shares (in Shares) | shares | 152,619 | ||||||||||||||||||||||||||||
Signing bonus | 100,000 | ||||||||||||||||||||||||||||
Eric Weisblum [Member] | Minimum [Member] | |||||||||||||||||||||||||||||
Commitments and Contingencies [Line Items] | |||||||||||||||||||||||||||||
Base salary | $ 120,000 | ||||||||||||||||||||||||||||
Eric Weisblum [Member] | Maximum [Member] | |||||||||||||||||||||||||||||
Commitments and Contingencies [Line Items] | |||||||||||||||||||||||||||||
Base salary | 180,000 | ||||||||||||||||||||||||||||
Eric Weisblum [Member] | Board of Directors [Member] | |||||||||||||||||||||||||||||
Commitments and Contingencies [Line Items] | |||||||||||||||||||||||||||||
Annual bonus | 350,000 | ||||||||||||||||||||||||||||
Mr. Weisblum [Member] | |||||||||||||||||||||||||||||
Commitments and Contingencies [Line Items] | |||||||||||||||||||||||||||||
Annual bonus | $ 200,000 | ||||||||||||||||||||||||||||
Paid bonus | $ 200,000 | $ 100,000 | |||||||||||||||||||||||||||
Daniel Ryweck [Member] | |||||||||||||||||||||||||||||
Commitments and Contingencies [Line Items] | |||||||||||||||||||||||||||||
Base salary | $ 60,000 | ||||||||||||||||||||||||||||
Dr. James Kuo [Member] | |||||||||||||||||||||||||||||
Commitments and Contingencies [Line Items] | |||||||||||||||||||||||||||||
Base salary | $ 30,000 | ||||||||||||||||||||||||||||
Share granted (in Shares) | shares | 16,000 | ||||||||||||||||||||||||||||
Exercisable per share (in Dollars per share) | $ / shares | $ 10 | $ 10 | |||||||||||||||||||||||||||
Expire date | Jan. 31, 2032 | ||||||||||||||||||||||||||||
Stock options (in Shares) | shares | 6,000 | 6,000 | |||||||||||||||||||||||||||
Vests (in Shares) | shares | 5,000 | 5,000 | |||||||||||||||||||||||||||
Stock option (in Shares) | shares | 16,000 | ||||||||||||||||||||||||||||
Fair value of stock option | $ 94,915 | ||||||||||||||||||||||||||||
Fair value of the unvested stock option | 94,915 | ||||||||||||||||||||||||||||
Amortized deferred compensation | 14,125 | 80,790 | |||||||||||||||||||||||||||
Deferred compensation balance | $ 0 | 14,125 | |||||||||||||||||||||||||||
Dr. James Kuo [Member] | Risk-Free interest Rate [Member] | |||||||||||||||||||||||||||||
Commitments and Contingencies [Line Items] | |||||||||||||||||||||||||||||
Assumptions | 1.18 | ||||||||||||||||||||||||||||
Dr. James Kuo [Member] | Dividend Yield [Member] | |||||||||||||||||||||||||||||
Commitments and Contingencies [Line Items] | |||||||||||||||||||||||||||||
Assumptions | 0 | ||||||||||||||||||||||||||||
Dr. James Kuo [Member] | Expected Volatility [Member] | |||||||||||||||||||||||||||||
Commitments and Contingencies [Line Items] | |||||||||||||||||||||||||||||
Assumptions | 117 | ||||||||||||||||||||||||||||
University of Maryland Baltimore [Member] | |||||||||||||||||||||||||||||
Commitments and Contingencies [Line Items] | |||||||||||||||||||||||||||||
Payments for fee | $ 2,500 | $ 1,000 | |||||||||||||||||||||||||||
Extension Fee | $ 2,500 | ||||||||||||||||||||||||||||
University of Maryland Baltimore [Member] | Third Amendment [Member] | |||||||||||||||||||||||||||||
Commitments and Contingencies [Line Items] | |||||||||||||||||||||||||||||
Research and development expenses | 2,500 | ||||||||||||||||||||||||||||
University of Maryland Baltimore [Member] | Extension fee [Member] | |||||||||||||||||||||||||||||
Commitments and Contingencies [Line Items] | |||||||||||||||||||||||||||||
Payments for fee | $ 1,000 | ||||||||||||||||||||||||||||
University of Maryland Baltimore [Member] | License [Member] | |||||||||||||||||||||||||||||
Commitments and Contingencies [Line Items] | |||||||||||||||||||||||||||||
Payments for fee | 2,500 | $ 1,000 | |||||||||||||||||||||||||||
Master Lincense Agreement [Member] | |||||||||||||||||||||||||||||
Commitments and Contingencies [Line Items] | |||||||||||||||||||||||||||||
Payments for fee | $ 50,000 | ||||||||||||||||||||||||||||
Commercial sale term | 10 years | ||||||||||||||||||||||||||||
percentage of sublicense income receivable | 15% | ||||||||||||||||||||||||||||
Due amount | $ 25,000 | ||||||||||||||||||||||||||||
Paid amount | $ 50,000 | ||||||||||||||||||||||||||||
Term year | 15 years | ||||||||||||||||||||||||||||
Prepaid expense and other current assets | 5,000 | 5,000 | |||||||||||||||||||||||||||
Prepaid expenses non-current | $ 55,625 | 60,625 | |||||||||||||||||||||||||||
Sales of licensed products percentage | 3% | ||||||||||||||||||||||||||||
Sales | $ 50,000,000 | ||||||||||||||||||||||||||||
License fees | 838 | 838 | |||||||||||||||||||||||||||
Master Lincense Agreement [Member] | License [Member] | |||||||||||||||||||||||||||||
Commitments and Contingencies [Line Items] | |||||||||||||||||||||||||||||
Payments for fee | $ 25,000 | 75,000 | |||||||||||||||||||||||||||
Master Lincense Agreement [Member] | Sublicense Agreement [Member] | |||||||||||||||||||||||||||||
Commitments and Contingencies [Line Items] | |||||||||||||||||||||||||||||
Prepaid expense and other current assets | 838 | ||||||||||||||||||||||||||||
Prepaid expenses non-current | 9,358 | ||||||||||||||||||||||||||||
Customer Patent License Agreement with Aikido Pharma Inc [Member] | |||||||||||||||||||||||||||||
Commitments and Contingencies [Line Items] | |||||||||||||||||||||||||||||
Non-refundable cash payment | $ 500,000 | $ 500,000 | |||||||||||||||||||||||||||
Net sale percentage | 2% | ||||||||||||||||||||||||||||
Licensor share (in Shares) | shares | 500 | 500 | |||||||||||||||||||||||||||
Aggregate of converted shares (in Shares) | shares | 625,000 | 625,000 | |||||||||||||||||||||||||||
Revenue term | 15 years | 15 years | |||||||||||||||||||||||||||
Common stock shares (in Shares) | shares | 625,000 | ||||||||||||||||||||||||||||
Per share (in Dollars per share) | $ / shares | $ 0.85 | ||||||||||||||||||||||||||||
Trading price | $ 531,250 | ||||||||||||||||||||||||||||
Equity investment | 531,250 | ||||||||||||||||||||||||||||
Deferred revenue | $ 531,250 | $ 1,031,250 | |||||||||||||||||||||||||||
Cash | 500,000 | ||||||||||||||||||||||||||||
Securities received | 531,250 | ||||||||||||||||||||||||||||
Recognized revenues | 68,750 | 68,750 | |||||||||||||||||||||||||||
Deferred revenue current | 68,750 | 68,750 | |||||||||||||||||||||||||||
Deferred revenue long term | $ 756,250 | 825,000 | |||||||||||||||||||||||||||
Consideration fee payable percentage | 110% | ||||||||||||||||||||||||||||
Customer Sublicense Agreement with Aikido Pharma Inc [Member] | |||||||||||||||||||||||||||||
Commitments and Contingencies [Line Items] | |||||||||||||||||||||||||||||
Payments for fee | $ 50,000 | $ 1,900,000 | |||||||||||||||||||||||||||
Recognized revenues | 3,352 | 3,352 | |||||||||||||||||||||||||||
Deferred revenue current | 3,352 | 3,352 | |||||||||||||||||||||||||||
Deferred revenue long term | 37,430 | 40,782 | |||||||||||||||||||||||||||
Upfront license fees | $ 50,000 | ||||||||||||||||||||||||||||
First commercial sale | 10 years | ||||||||||||||||||||||||||||
Agreement shall expire | 15 years | ||||||||||||||||||||||||||||
Investigator-Sponsored Study Agreement with University of Maryland, Baltimore [Member] | |||||||||||||||||||||||||||||
Commitments and Contingencies [Line Items] | |||||||||||||||||||||||||||||
Research and development expenses | $ 40,737 | ||||||||||||||||||||||||||||
Installments payable | $ 40,737 | ||||||||||||||||||||||||||||
Sponsored study agreement | 40,737 | ||||||||||||||||||||||||||||
Cash payments | 40,737 | ||||||||||||||||||||||||||||
Sponsored Research Agreement with The Regents of the University of California [Member] | |||||||||||||||||||||||||||||
Commitments and Contingencies [Line Items] | |||||||||||||||||||||||||||||
Payments for fee | $ 342,850 | ||||||||||||||||||||||||||||
Prepaid expense and other current assets | 181,710 | $ 100,570 | |||||||||||||||||||||||||||
Prepaid expense | 0 | 10,857 | |||||||||||||||||||||||||||
Sponsored Research Agreement with Columbia University [Member] | |||||||||||||||||||||||||||||
Commitments and Contingencies [Line Items] | |||||||||||||||||||||||||||||
Research and development expenses | 287,218 | 646,236 | |||||||||||||||||||||||||||
Cash payments | $ 430,825 | $ 100,000 | 330,825 | ||||||||||||||||||||||||||
Amortization of the prepaid research and development fees | $ 71,427 | 178,568 | |||||||||||||||||||||||||||
Sponsored research agreement, description | the Company shall pay a total of $1,436,082 to Columbia University for the support of the research according to the payment schedule as follows: (i) 30% at signing, (ii) 30% at four and half months after the start of the project, (iii) 30% at nine months after the start of the project and, (iv)10% at completion of the project. | ||||||||||||||||||||||||||||
Accounts payable | $ 143,607 | ||||||||||||||||||||||||||||
Accrued expenses | 143,607 | ||||||||||||||||||||||||||||
Sponsored Research Agreement with Columbia University [Member] | First Payment [Member] | |||||||||||||||||||||||||||||
Commitments and Contingencies [Line Items] | |||||||||||||||||||||||||||||
Cash payments | $ 430,825 | ||||||||||||||||||||||||||||
Sponsored Research Agreement with Columbia University [Member] | Second Payment [Member] | |||||||||||||||||||||||||||||
Commitments and Contingencies [Line Items] | |||||||||||||||||||||||||||||
Cash payments | $ 430,825 | ||||||||||||||||||||||||||||
Sponsored Research Agreement with University of Maryland, Baltimore [Member] | |||||||||||||||||||||||||||||
Commitments and Contingencies [Line Items] | |||||||||||||||||||||||||||||
Research and development expenses | 0 | 187,090 | |||||||||||||||||||||||||||
Cash payments | $ 92,095 | $ 92,095 | |||||||||||||||||||||||||||
Accounts payable and accrued expenses | 92,095 | 92,095 | |||||||||||||||||||||||||||
Research Agreement with Reprocell [Member] | |||||||||||||||||||||||||||||
Commitments and Contingencies [Line Items] | |||||||||||||||||||||||||||||
Research and development expenses | 19,835 | 33,252 | |||||||||||||||||||||||||||
Payments for fee | $ 41,306 | ||||||||||||||||||||||||||||
Prepaid expense and other current assets | 21,172 | ||||||||||||||||||||||||||||
Accounts payable and accrued expenses | 5,891 | 20,134 | |||||||||||||||||||||||||||
Research Agreements with Upperton Pharma Solutions [Member] | |||||||||||||||||||||||||||||
Commitments and Contingencies [Line Items] | |||||||||||||||||||||||||||||
Research and development expenses | 212,428 | ||||||||||||||||||||||||||||
Aggregate total fee | $ 261,462 | £ 242,932 | |||||||||||||||||||||||||||
Upperton Research Agreements [Member] | |||||||||||||||||||||||||||||
Commitments and Contingencies [Line Items] | |||||||||||||||||||||||||||||
Accounts payable and accrued expenses | 34,525 | ||||||||||||||||||||||||||||
Aggregate total fee | 177,903 | ||||||||||||||||||||||||||||
AmplifyBio Research Agreement [Member] | |||||||||||||||||||||||||||||
Commitments and Contingencies [Line Items] | |||||||||||||||||||||||||||||
Payments for fee | 229,000 | ||||||||||||||||||||||||||||
Prepaid expense and other current assets | 182,980 | ||||||||||||||||||||||||||||
Research Agreement with AmplifyBio [Member] | |||||||||||||||||||||||||||||
Commitments and Contingencies [Line Items] | |||||||||||||||||||||||||||||
Research and development expenses | 71,204 | 241,288 | |||||||||||||||||||||||||||
Amortization of the prepaid research and development fees | 182,980 | ||||||||||||||||||||||||||||
Accounts payable and accrued expenses | $ 0 | ||||||||||||||||||||||||||||
Zylö Therapeutics, Inc. [Member] | |||||||||||||||||||||||||||||
Commitments and Contingencies [Line Items] | |||||||||||||||||||||||||||||
Joint venture interest rate | 49% | ||||||||||||||||||||||||||||
Amended Service Agreement [Member] | |||||||||||||||||||||||||||||
Commitments and Contingencies [Line Items] | |||||||||||||||||||||||||||||
Payments to the university | $ 5,000 | ||||||||||||||||||||||||||||
Professional fees | $ 25,000 | $ 25,000 |
Commitments and Contingencies_3
Commitments and Contingencies (Details) - Schedule of Milestone Payments | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Payment One [Member] | |
Schedule of Milestone Payments [Line Items] | |
Milestone | Filing of an Investigational New Drug (or any foreign equivalent) for a Licensed Product |
Payment | $ 50,000 |
Payment Two [Member] | |
Schedule of Milestone Payments [Line Items] | |
Milestone | Dosing of first patient in a Phase 1 Clinical Trial of a Licensed Product |
Payment | $ 100,000 |
Payment Three [Member] | |
Schedule of Milestone Payments [Line Items] | |
Milestone | Dosing of first patient in a Phase 2 Clinical Trial of a Licensed Product |
Payment | $ 250,000 |
Payment Four [Member] | |
Schedule of Milestone Payments [Line Items] | |
Milestone | Receipt of New Drug Application (“NDA”) (or foreign equivalent) approval for a Licensed Product |
Payment | $ 500,000 |
Payment Five [Member] | |
Schedule of Milestone Payments [Line Items] | |
Milestone | Achievement of First Commercial Sale of Licensed Product |
Payment | $ 1,000,000 |
Commitments and Contingencies_4
Commitments and Contingencies (Details) - Schedule of Minimum Annual Royalty Payments | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Payment One [Member] | |
Schedule of Minimum Annual Royalty Payments [Line Items] | |
Years | Prior to First Commercial Sale |
Minimum Annual Royalty | |
Payment Two [Member] | |
Schedule of Minimum Annual Royalty Payments [Line Items] | |
Years | Year of First Commercial Sale |
Minimum Annual Royalty | |
Payment Three [Member] | |
Schedule of Minimum Annual Royalty Payments [Line Items] | |
Years | First calendar year following the First Commercial Sale |
Minimum Annual Royalty | $ 25,000 |
Payment Four [Member] | |
Schedule of Minimum Annual Royalty Payments [Line Items] | |
Years | Second calendar year following the First Commercial Sale |
Minimum Annual Royalty | $ 25,000 |
Payment Five [Member] | |
Schedule of Minimum Annual Royalty Payments [Line Items] | |
Years | Third calendar year following the First Commercial Sale |
Minimum Annual Royalty | $ 100,000 |
Commitments and Contingencies_5
Commitments and Contingencies (Details) - Schedule of Shall Pay UMB Fees | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Payment One [Member] | |
Schedule of Shall Pay UMB Fees [Line Items] | |
Payment | $ 92,095 |
Payment description | Paid upon execution of the July 2021 Sponsored Research Agreement |
Payment Two [Member] | |
Schedule of Shall Pay UMB Fees [Line Items] | |
Payment | $ 92,095 |
Payment description | Paid six months after the start of project work as outlined in the July 2021 Sponsored Research Agreement |
Payment Three [Member] | |
Schedule of Shall Pay UMB Fees [Line Items] | |
Payment | $ 92,095 |
Payment description | Upon completion of the project work as outlined in the July 2021 Sponsored Research Agreement |
Commitments and Contingencies_6
Commitments and Contingencies (Details) - Schedule of Future Amounts Due Under Sponsored Study and Research Agreements | Dec. 31, 2023 USD ($) |
Schedule of Future Amounts Due Under Sponsored Study and Research Agreements [Abstract] | |
2024 | $ 725,244 |
Total | $ 725,244 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2018 | |
Income Taxes [Abstract] | |||
Net operating loss carryforward | $ 9,231,000 | $ 9,231,000 | |
Valuation allowance percentage | 100% | ||
Net operating loss carry forwards to reduce the asset | $ 0 | ||
Valuation allowance increased | $ 988,177 | $ 940,858 |
Income Taxes (Details) - Schedu
Income Taxes (Details) - Schedule of Income Taxes at the Effective Statutory Rate and the Provision for Income Taxes - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Schedule of Income Taxes at the Effective Statutory Rate and the Provision for Income Taxes [Abstract] | ||
Income tax benefit at U.S. statutory rate | $ (777,143) | $ (820,796) |
Income tax benefit – state | (240,544) | (254,056) |
Permanent differences | 29,510 | 133,994 |
Change in valuation allowance | 988,177 | 940,858 |
Total provision for income tax |
Income Taxes (Details) - Sche_2
Income Taxes (Details) - Schedule of Net Deferred Tax Asset - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Deferred Tax Asset: | ||
Net operating loss carryforward | $ 2,538,565 | $ 1,550,388 |
Total deferred tax asset before valuation allowance | 2,538,565 | 1,550,388 |
Valuation allowance | (2,538,565) | (1,550,388) |
Net deferred tax asset |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event [Member] - USD ($) | 3 Months Ended | |
Mar. 23, 2024 | Jan. 09, 2024 | |
Subsequent Events [Line Items] | ||
Stock repurchase | $ 1,000,000 | |
Common Stock [Member] | ||
Subsequent Events [Line Items] | ||
Share purchased (in Shares) | 62,607 | |
Share purchased cost | $ 95,682 |