Azitra (AZTR) 10-K 15 Mar 24 2023 FY Annual report Financial data

Cover

Cover - USD ($)	12 Months Ended
	Dec. 31, 2023	Mar. 15, 2024	Jun. 30, 2023
Cover [Abstract]
Document Type	10-K
Amendment Flag	false
Document Annual Report	true
Document Transition Report	false
Document Period End Date	Dec. 31, 2023
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2023
Current Fiscal Year End Date	--12-31
Entity File Number	001-41705
Entity Registrant Name	Azitra, Inc.
Entity Central Index Key	0001701478
Entity Tax Identification Number	46-4478536
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	21 Business Park Drive
Entity Address, City or Town	Branford
Entity Address, State or Province	CT
Entity Address, Postal Zip Code	06405
City Area Code	(203)
Local Phone Number	646-6446
Title of 12(b) Security	Common stock: Par value $0.0001
Trading Symbol	AZTR
Security Exchange Name	NYSEAMER
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Entity Shell Company	false
Entity Public Float			$ 20,042,404
Entity Common Stock, Shares Outstanding		28,804,643
Documents Incorporated by Reference [Text Block]	The registrant intends to file a definitive proxy statement pursuant to Regulation 14A within 120 days after the end of the fiscal year ended December 31, 2023. Portions of such proxy statement are incorporated by reference into Part III of this Form 10-K
ICFR Auditor Attestation Flag	false
Document Financial Statement Error Correction [Flag]	false
Auditor Firm ID	606
Auditor Name	GRASSI & CO., CPAs, P.C.
Auditor Location	Jericho, New York

Consolidated Balance Sheets

Consolidated Balance Sheets - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Current assets:
Cash and cash equivalents	$ 1,795,989	$ 3,492,656
Tax credits receivable	118,383	69,666
Income tax receivable	6,836	13,722
Deferred offering costs	67,859	216,886
Prepaid expenses	448,257	160,133
Total current assets	2,535,579	4,135,883
Property and equipment, net	710,075	846,958
Financing lease right-of-use asset	40,002
Operating lease right-of-use asset	828,960	1,116,697
Intangible assets, net	210,881	219,567
Deferred patent costs	742,229	800,831
Other assets	47,760	47,507
Total assets	5,115,486	7,167,443
Current liabilities:
Accounts payable	897,272	784,687
Current financing lease liability	14,600
Current operating lease liability	307,655	287,384
Accrued expenses	383,668	993,961
Total current liabilities	1,603,195	2,222,032
Long-term financing lease liability	26,169
Long-term operating lease liability	537,523	840,896
Warrant liability	35,453	70,283
Convertible notes payable, net		6,600,000
Total liabilities	2,202,340	9,733,211
Commitments and contingencies (Note 14)
Stockholders’ equity (deficit)
Common stock; $0.0001 par value, 100,000,000 shares authorized at December 31, 2023 and 2022, 12,097,643 and 1,043,988 shares issued and outstanding at December 31, 2023 and 2022, respectively	1,210	104
Additional paid-in capital	51,510,269	1,054,138
Accumulated deficit	(48,598,333)	(37,314,552)
Total stockholders’ equity (deficit)	2,913,146	(36,260,310)
Total liabilities, preferred stock, and stockholders’ equity (deficit)	5,115,486	7,167,443
Series A Convertible Preferred Stock [Member]
Preferred stock:
Preferred stock value		3,272,944
Series A-1 Convertible Preferred Stock [Member]
Preferred stock:
Preferred stock value		14,100,533
Series B Convertible Preferred Stock [Member]
Preferred stock:
Preferred stock value		16,321,065
Nonrelated Party [Member]
Current assets:
Accounts receivable	8,255	7,820
Related Party [Member]
Current assets:
Accounts receivable	90,000	175,000
Current liabilities:
Contract liabilities - related party		$ 156,000

Consolidated Balance Sheets (Pa

Consolidated Balance Sheets (Parenthetical) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares issued	12,097,643	1,043,988
Common stock, shares outstanding	12,097,643	1,043,988
Series A Convertible Preferred Stock [Member]
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	205,385	205,385
Preferred stock, shares issued	0	205,385
Preferred stock, shares outstanding	0	205,385
Preferred stock, liquidation value	$ 0	$ 3,337,506
Series A-1 Convertible Preferred Stock [Member]
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	380,657	380,657
Preferred stock, shares issued	0	380,657
Preferred stock, shares outstanding	0	380,657
Preferred stock, liquidation value	$ 0	$ 14,274,638
Series B Convertible Preferred Stock [Member]
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	851,108	851,108
Preferred stock, shares issued	0	391,303
Preferred stock, shares outstanding	0	391,303
Preferred stock, liquidation value	$ 0	$ 17,000,159

Consolidated Statements of Oper

Consolidated Statements of Operations - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Income Statement [Abstract]
Service revenue - related party	$ 686,000	$ 284,000
Total revenue	686,000	284,000
Operating expenses:
General and administrative	4,493,332	3,639,666
Research and development	3,809,063	6,097,938
Total operating expenses	8,302,395	9,737,604
Loss from operations	(7,616,395)	(9,453,604)
Non-operating income (expense)
Interest income	1,577	4,818
Interest expense	(167,726)	(251,891)
Employee retention credit		229,813
Other income		65,849
Forgiveness of accounts payable	56,285
Change in fair value of convertible note	(3,630,100)	(1,250,000)
Other income (expense)	89,886	(25,351)
Total non-operating expenses	(3,650,078)	(1,226,762)
Loss before income taxes	(11,266,473)	(10,680,366)
Income tax expense	(17,308)
Net loss	(11,283,781)	(10,680,366)
Dividends on preferred stock	(1,355,347)	(2,768,984)
Net loss attributable to common shareholders	$ (12,639,128)	$ (13,449,350)
Net loss per share, basic	$ (1.83)	$ (12.74)
Net loss per share, diluted	$ (1.83)	$ (12.74)
Weighted average common stock outstanding, basic	6,924,453	1,055,399
Weighted average common stock outstanding, diluted	6,924,453	1,055,399

Consolidated Statements of Chan

Consolidated Statements of Changes in Stockholders' Deficit - USD ($)	Series A Convertible Preferred Stock [Member] Preferred Stock [Member]	Series A-1 Convertible Preferred Stock [Member] Preferred Stock [Member]	Series B Convertible Preferred Stock [Member] Preferred Stock [Member]	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total
Balance at Dec. 31, 2021	$ 3,272,944	$ 14,100,533	$ 16,321,065	$ 104	$ 868,163	$ (26,634,186)	$ (25,765,919)
Balance, shares at Dec. 31, 2021	205,385	380,657	391,303	1,043,103
Stock-based compensation					184,465		184,465
Exercise of stock options					1,510		$ 1,510
Exercise of stock options, shares				888			888
Net loss						(10,680,366)	$ (10,680,366)
Balance at Dec. 31, 2022	$ 3,272,944	$ 14,100,533	$ 16,321,065	$ 104	1,054,138	(37,314,552)	(36,260,310)
Balance, shares at Dec. 31, 2022	205,385	380,657	391,303	1,043,991
Stock-based compensation					151,505		$ 151,505
Exercise of stock options, shares
Net loss						(11,283,781)	$ (11,283,781)
Issuance of Series B Convertible Preferred Stock			1,124,759
Issuance of Series B Convertible Preferred Stock, shares							23,432
Conversion of convertible notes payable				$ 185	9,494,887		$ 9,495,072
Conversion of convertible notes payable, shares				1,846,020
Conversion of preferred stock	(3,272,944)	$ (14,100,533)	$ (17,445,824)	$ 771	34,818,530		$ 34,819,301
Conversion of preferred stock, shares		(380,657)	(414,735)	7,707,632			(205,385)
Initial public offering, net of issuance costs of $1,508,641				$ 150	5,991,209		$ 5,991,359
Initial public offering, net of issuance costs of $1,508,791, shares				1,500,000
Balance at Dec. 31, 2023				$ 1,210	$ 51,510,269	$ (48,598,333)	$ 2,913,146
Balance, shares at Dec. 31, 2023				12,097,643

Consolidated Statements of Ch_2

Consolidated Statements of Changes in Stockholders' Deficit (Parenthetical)	12 Months Ended
	Dec. 31, 2023 USD ($)
Statement of Stockholders' Equity [Abstract]
Net of issuance costs	$ 1,508,641

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	$ (11,283,781)	$ (10,680,366)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	129,653	125,885
Amortization of debt discount		7,981
Amortization of right-of-use assets	295,896	280,092
Accrued interest on convertible notes	166,019	164,611
Stock based compensation	151,505	184,465
Change in fair value of warrant liability	(34,830)	(821)
Change in fair value of convertible notes	3,630,100	1,250,000
Forgiveness of accounts payable	(56,285)
Loss on disposal of property and equipment	41,417	7,923
Impairment of intangible assets and deferred patent costs	351,360
Changes in operating assets and liabilities:
Accounts receivable	84,565	(21,953)
Prepaid expenses	(288,124)	(49,844)
Other assets	(253)	694
Tax credits receivable	(48,717)	103,645
Accounts payable and accrued expenses	(68,684)	420,752
Income tax receivable	6,886	(15,024)
Operating lease liability	(283,102)	(268,509)
Contract liabilities	(156,000)	141,000
Net cash used in operating activities	(7,362,375)	(8,349,469)
Cash flows from investing activities:
Purchases of property and equipment	(26,544)	(33,101)
Proceeds from sale of property and equipment		4,250
Capitalization of deferred patent costs	(214,152)	(180,802)
Capitalization of licenses		(65,510)
Capitalization of patent and trademark costs	(77,563)	(61,598)
Net cash used in investing activities	(318,259)	(336,761)
Cash flows from financing activities
Proceeds from convertible notes, net of issuance costs		4,350,000
Payment of deferred offering costs		(216,886)
Principal payments on finance leases	(7,392)
Proceeds from initial public offering, net of transaction costs	5,991,359
Proceeds from exercise of stock options		1,510
Net cash provided by financing activities	5,983,967	4,134,624
Net change in cash and cash equivalents	(1,696,667)	(4,551,606)
Cash and cash equivalents at beginning of period	3,492,656	8,044,262
Cash and cash equivalents at end of period	1,795,989	3,492,656
Supplemental disclosure of non-cash investing and financing information:
Obtaining a right-of-use asset in exchange for lease liability		1,418,502
Obtaining a right-of-use asset in exchange for financing lease liability	46,452
Conversion of note to common stock	9,495,072
Conversion of note to Series B Convertible Preferred Stock	1,124,759
Conversion of Series A, A-1, and B Convertible Preferred Stock to common stock	$ 34,819,301

Organization and Nature of Oper

Organization and Nature of Operations	12 Months Ended
	Dec. 31, 2023
Accounting Policies [Abstract]
Organization and Nature of Operations	1. Organization and Nature of Operations Azitra, Inc. was founded on January 2, 2014. It is a synthetic biology company focused on screening and genetically engineering microbes of the skin. The mission is to discover and develop novel therapeutics to create a new paradigm for treating skin disease. The Company’s discovery platform is screened for naturally occurring bacterial cells with beneficial effects. These microbes are then genomically sequenced and engineered to make cellular therapies, recombinant therapeutic proteins, peptides and small molecules for precision treatment of dermatology diseases. On May 17, 2023, the Company changed its name to from “Azitra Inc” to “Azitra, Inc.” The Company maintains a location in Montreal, Canada for certain research activities. This location and operations conducted there remained consistent throughout 2022 and 2023. The Company also opened a manufacturing and laboratory space in Groton, Connecticut during 2021. Forward Stock Split, Change in Par Value, and Initial Public Offering In June 2023, the Company completed its initial public offering (IPO) in which it issued and sold 1,500,000 5.00 6.0 Immediately prior to the effectiveness of the Company’s registration statement, the Company effected a 7.1-for-1 forward stock split 0.01 0.0001 Going Concern Matters The consolidated financial statements have been prepared on the going concern basis, which assumes that the Company will continue in operation for the foreseeable future and which contemplates the realization of assets and liquidation of liabilities in the normal course of business. However, management has identified the following conditions and events that created an uncertainty about the ability of the Company to continue as a going concern. As of and for the year ended December 31, 2023, the Company has an accumulated deficit of $ 48.6 7.6 7.4 Management plans to continue to raise funds through equity and debt financing to fund operating and working capital needs; however, the Company will require a significant amount of additional funds to complete the development of its products and to fund additional losses which the Company expects to incur over the next few years as the Company does not yet have product revenue. There can be no assurance that the Company will be successful in securing additional financing to meet its operating needs. These conditions and events create uncertainty about the ability of the Company to continue as a going concern for twelve months from the date that the financial statements are available to be issued. The financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern. AZITRA, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS For the Years Ended December 31, 2023 and 2022

Summary of Significant Accounti

Summary of Significant Accounting Policies	12 Months Ended
	Dec. 31, 2023
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	2. Summary of Significant Accounting Policies Basis of Accounting The financial statements of the Company are prepared in accordance with United States generally accepted accounting principles (“U.S. GAAP”). Use of Estimates The preparation of the financial statement in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the balance sheet. These estimates and assumptions are based on current facts, historical experience, and various other factors believed to be reasonable under the circumstances, the results which form the basis for making judgements about the carrying values of assets and liabilities and the recording of expenses that are not readily apparent from other sources. While management believes the estimates and assumptions are appropriate, actual results may differ materially and adversely from these estimates. Cash and Cash Equivalents For purposes of the balance sheets and statements of cash flows, the Company considers all cash on hand, demand deposits and all highly liquid investments with original maturities of three months or less to be cash equivalents. Property and Equipment Property and equipment are recorded at cost. Depreciation is computed using the straight-line method over the estimated useful lives, which range from 3 10 Accounts Receivable The Company carries its accounts receivable at cost less an allowance for expected credit losses. On a periodic basis, the Company evaluates its accounts receivable and establishes an allowance for expected credit losses based on a history of past write-offs, collections and current conditions. There was no allowance for credit losses at December 31, 2023 and 2022. Deferred Offering Costs The Company capitalizes deferred offering costs, which primarily consist of direct, incremental legal, professional, accounting, and other third-party fees relating to the Company’s initial public offering. In June 2023, the Company consummated its IPO and recorded such amounts against the gross proceeds of its IPO within the statements of stockholders’ equity. During the fourth quarter the Company incurred $67,859 of costs related to a follow-on offering. Leases In February 2016, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2016-02, Leases (“Topic 842”). ASU 2016-02 requires lessees to present right-of-use (“ROU”) assets and lease liabilities on the balance sheet for all leases with terms longer than 12 months. In calculating the effect of ASU 2016-02, the Company elected the transition method thereby not restating comparable periods. The Company elected to account for non-lease components as part of the lease component to which they relate. Lease accounting involves significant judgments, including making estimates related to the lease term, lease payments, and discount rate. In accordance with the guidance, the Company recognized ROU assets and lease liabilities for all leases with a term greater than 12 months. Leases are classified as either operating or financing leases based on the economic substance of the agreement. AZITRA, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS For the Years Ended December 31, 2023 and 2022 2. Summary of Significant Accounting Policies (continued) The Company has operating leases for buildings. Currently, the Company has 3 operating leases with a ROU asset and lease liability totaling $ 1,418,502 36 52 4.25 9.60 At December 31, 2023, the Company had operating right-of-use assets with a net value of $ 828,960 307,655 537,523 In 2023, the Company entered into a lease for the use of certain equipment that is classified as a finance lease. The finance lease has a term of 36 40,002 14,600 26,169 Intangible Assets Intangible assets consist of trademarks and patents. All costs directly related to the filing and prosecution of patent and trademark applications are capitalized. Patents are amortized over their respective remaining useful lives upon formal approval. Trademarks have an indefinite life. The Company accounts for other indefinite life intangible assets in accordance ASC Topic 350, Goodwill and Other Intangible Assets 78,606 0 Deferred Patent Costs Deferred patent costs represent legal and filing expenses incurred related to the submission of patent applications for patents pending approval. These deferred costs will begin to be amortized over their estimated useful lives upon the formal approval of the patent. If the patent is not issued, the costs associated with the patent will be expensed in the year the patent was rejected. Impairment losses relating to deferred patent costs during the years ended December 31, 2023 and 2022 were $ 272,754 0 Impairment of Long-Lived Assets In accordance with ASC Topic 360-10, Accounting for the Impairment or Disposal of Long-Lived Assets (ASC 360-10), the Company’s policy is to review its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. In connection with this review, the Company also reevaluates the periods of depreciation for these assets. The Company recognizes an impairment loss when the sum of the undiscounted expected future cash flows from the use and eventual disposition of the asset is less than its carrying amount. If an asset is considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the asset exceeds the fair value of the asset, which is determined using the present value of the net future operating cash flows generated by the asset. AZITRA, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS For the Years Ended December 31, 2023 and 2022 2. Summary of Significant Accounting Policies (continued) Convertible Debt and Warrant Accounting Warrants The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480, Distinguishing Liabilities from Equity Derivatives and Hedging For issued warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations under Other Income (Expense). Convertible debt When the Company issues debt with a conversion feature, it first assesses whether the debt should be accounted for in accordance with ASC 480 – Distinguishing Liabilities from Equity. If the debt does not meet the criteria of an ASC 480 liability, the note’s conversion features require bifurcation in accordance with ASC 815 – Derivatives and Hedging. If the Company determines the embedded conversion feature requires bifurcation in accordance with ASC 815, the Company also considers if it can elect the fair value option. The Convertible Notes were converted into the Company’s common stock on the Closing Date of the Company’s IPO. Under 815-15-25, the election can be at the inception of a financial instrument to account for the instrument under the fair value option under ASC 825. The Company has made such election for the 2022 Convertible Notes. Using the fair value option, the convertible promissory note is to be recorded at its initial fair value on the date of issuance, and each balance sheet date thereafter. The Company evaluates the change based on the conversion price at the current market value. When recognized, changes in the estimated fair value of the notes are recognized as a non-cash gain or loss in Other Income (Expense) on the statements of operations. The Company elected the fair value option for the 2022 Convertible Notes and recorded the notes at their initial fair values with subsequent changes in fair value recorded in earnings. Convertible Preferred Stock As the Convertible Preferred stockholders have liquidation rights in the event of a deemed liquidation event that, in certain situations, are not solely within the control of the Company and would require the redemption of the then-outstanding Convertible Preferred Stock, the Company classifies the Convertible Preferred Stock in mezzanine equity on the balance sheet. As noted in Note 8, at the Closing Date of the Company’s IPO, the Convertible Preferred stock converted into shares of the Company’s common stock. Revenue The Company follows the five ● Step 1 AZITRA, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS For the Years Ended December 31, 2023 and 2022 2. Summary of Significant Accounting Policies (continued) ● Step 2 ● Step 3 ● Step 4 ● Step 5 The Company generates service revenue through a joint development agreement with a research partner. The Company recognizes revenue related to the research and development aspects of the agreement over time using the input method as work is performed on the contract. The Company also generates grant revenue, which represents monies received on contracts with various federal agencies and nonprofit research institutions for general research conducted by the Company to further their product development and are therefore considered contributions to the Company. The contracts are generally for periods of one year or more and can be cancelled by either party. The Company concluded that the grant arrangements do not meet the criteria to be treated as a collaborative arrangement under FASB ASC Topic 808 as the Company is the only active participant in the arrangement. The grant arrangements also do not meet the criteria for revenue recognition under Topic 606, as the U.S. Government would not meet the definition of a customer. Amounts earned under these grant contracts are recorded as a reduction to research and development expense when eligible expenses are incurred and the right to payment is realizable or realized and earned. The Company believes this policy is consistent with Topic 606, to ensure that recognition reflects the transfer of promised goods or services to customers in an amount that reflects the consideration that the Company expects to be entitled to in exchange for those goods or services, even though there is no exchange as defined in Topic 606. Additionally, the Company has determined that the recognition of amounts received as costs are incurred and amounts become realizable is analogous to the concept of transfer of control of a service over time under Topic 606. Receipts of grant awards in advance, which are payable back to the funding agency if not used in accordance with conditions in the grants related to allowable costs or receipt of funding from research partners related to service revenue arrangements before work is performed on the contract, are classified as contract liabilities in the accompanying balance sheets. Research and Development The Company accounts for research and development costs in accordance with Accounting Standards Codification (ASC) subtopic 730-10, Research and Development 3,809,063 6,097,938 At December 31, 2023 and 2022, the Company has a state tax credit receivable of $ 86,778 32,459 20,040 28,925 11,565 8,282 Stock-Based Compensation The Company accounts for stock-based compensation in accordance with ASC 718, Compensation-Stock Compensation AZITRA, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS For the Years Ended December 31, 2023 and 2022 2. Summary of Significant Accounting Policies (continued) The Company uses a Black-Scholes option pricing model to determine fair value of its stock options. The Black-Scholes model includes various assumptions, including the value of the underlying common stock, the expected life of stock options, the expected volatility and the expected risk-free interest rate. These assumptions reflect the Company’s best estimates, but they involve inherent uncertainties based on market conditions generally outside of the control of the Company. As a result, if other assumptions had been used, stock-based compensation cost could have been materially impacted. Furthermore, if the Company uses different assumptions for future grants, stock-based compensation cost could be materially impacted in future periods. The Company accounts for equity instruments issued to non-employees in accordance with the provisions of ASC 718 as updated by Accounting Standards Update (ASU) No. 2018-07, Improvements to Nonemployee Share-Based Payment Accounting The following assumptions are used in valuing options issued using the Black-Scholes option pricing model: Expected Volatility Expected Term Underlying Common Stock Value Risk-free Interest Rate Dividend Yield Income Taxes The Company uses the liability method of accounting for income taxes, as set forth in ASC 740, Accounting for Income Taxes Management has evaluated the effect of ASC guidance related to uncertain income tax positions and concluded that the Company has no significant financial statement exposure to uncertain income tax positions at December 31, 2023 and December 31, 2022. The Company’s income tax returns have not been examined by tax authorities through December 31, 2023. AZITRA, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS For the Years Ended December 31, 2023 and 2022 2. Summary of Significant Accounting Policies (continued) Net Loss Per Share The Company computes basic net loss per weighted average share attributable to common stockholders using the weighted average number of shares of common stock outstanding during the period. The Company computes diluted net loss per weighted average share attributable to common stockholders using the weighted average number of shares of common and dilutive potential common shares outstanding during the period. Potential common shares outstanding consist of stock options, warrants and preferred stock and are excluded if their effect is anti-dilutive. Diluted weighted average common shares did not include any incremental shares for the fiscal year ended December 31, 2023 and 2022. Certain Risks and Uncertainties The Company’s activities are subject to significant risks and uncertainties including the risk of failure to secure additional funding to properly execute the Company’s business plan. The Company is subject to risks that are common to companies in the pharmaceutical industry, including, but not limited to, development by the Company or its competitors of new technological innovations, dependence on key personnel, reliance on third party manufacturers, protection of proprietary technology, and compliance with regulatory requirements. Fair Value Measurements The Company carries certain liabilities at fair value on a recurring basis. A fair value hierarchy that consists of three levels is used to prioritize the inputs to fair value valuation techniques: ● Level 1 – Inputs are based upon observable or quoted prices for identical instruments traded in active markets. ● Level 2 – Inputs are based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant assumptions are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities. ● Level 3 – Inputs are generally unobservable and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability. The fair values are therefore determined using model-based techniques that include option pricing models, discounted cash flow models, and similar techniques. In determining fair value, the Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible as well as considers counterparty credit risk in its assessment of fair value. Financial Instruments The Company’s financial instruments are primarily comprised of accounts receivable, accounts payable, accrued liabilities, and long-term debt. For accounts receivable, accounts payable and accrued liabilities, the carrying amount approximates fair value due to the short-term maturities of such instruments. The estimated fair value of the Company’s long-term debt approximates carrying value. Concentration of Credit Risk and Off- Balance Sheet Risk Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of cash and cash equivalents. Cash equivalents are occasionally invested in certificates of deposit. The Company maintains each of its cash balances with high-quality and accredited financial institutions and accordingly, such funds are not exposed to unusual credit risk beyond the normal credit risk associated with commercial banking relationships. Deposits in financial institutions may, from time to time, exceed federally insured limits. The Company has not experienced any losses on its deposits of cash. The Company maintains a portion of its cash and cash equivalent balances in the form of a money market account with a financial institution that management believes to be creditworthy. AZITRA, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS For the Years Ended December 31, 2023 and 2022 2. Summary of Significant Accounting Policies (continued) Recent Accounting Pronouncements In December 2019, the FASB issued ASU No. 2019-12, Income Taxes Simplifying the Accounting for Income Taxes In June 2016, the FASB issued ASU No. 1026-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (ASC 326) Management does not believe that any other recently issued, but not yet effective, accounting standards could have a material effect on the accompanying financial statements. As new accounting pronouncements are issued, the Company will adopt those that are applicable under the circumstances.

Employee Retention Credit

Employee Retention Credit	12 Months Ended
	Dec. 31, 2023
Retirement Benefits [Abstract]
Employee Retention Credit	3. Employee Retention Credit The CARES Act provides an employee retention credit (“CARES Employee Retention credit”), which is a refundable tax credit against certain employment taxes of up to $ 5,000 50 10,000 70 10,000 229,813

Property and Equipment

Property and Equipment	12 Months Ended
	Dec. 31, 2023
Property, Plant and Equipment [Abstract]
Property and Equipment	4. Property and Equipment Property and equipment consisted of the following at December 31, 2023 and December 31, 2022: Schedule of Property And Equipment December 31, 2023 December 31, 2022 Laboratory equipment $ 1,013,134 $ 1,034,579 Computers and office equipment 30,825 30,825 Furniture and fixtures 24,316 24,316 Leasehold improvements 28,855 28,855 Building equipment 14,932 14,932 Total property and equipment 1,112,062 1,133,507 Less accumulated depreciation & amortization (401,987 ) (286,549 ) Total property, plant, and equipment, net $ 710,075 $ 846,958 AZITRA, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS For the Years Ended December 31, 2023 and 2022 4. Property and Equipment (continued) Depreciation expense was $ 122,010 120,651 For the years ended December 31, 2023 and 2022 there were losses on disposal of property and equipment recorded of $ 41,417 7,923

Intangible Assets

Intangible Assets	12 Months Ended
	Dec. 31, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
Intangible Assets	5. Intangible Assets Intangible assets consisted of the following at: Schedule of Intangible Assets December 31, 2023: Estimated Useful Life Gross Amount Accumulated Amortization Impairment Net Amount Trademarks Indefinite $ 57,474 $ — $ — $ 57,474 Patents 17 169,190 15,783 — 153,407 License agreement 17 78,606 — 78,606 — Intangible assets $ 305,270 $ 15,783 $ 78,606 $ 210,881 December 31, 2022: Estimated Useful Life Gross Amount Accumulated Amortization Impairment Net Amount Trademarks Indefinite $ 53,999 $ — $ — $ 53,999 Patents 17 108,198 8,140 — 100,058 License agreement 17 65,510 — — 65,510 Intangible assets $ 227,707 $ 8,140 $ — $ 219,567 During the years ended December 31, 2023 and 2022, amortization expense related to intangible assets was $ 7,643 5,234 78,606

Accrued Expenses

Accrued Expenses	12 Months Ended
	Dec. 31, 2023
Payables and Accruals [Abstract]
Accrued Expenses	6. Accrued Expenses Accrued expenses consisted of the following at: Schedule of Accrued Expenses December 31, 2023 December 31, 2022 Accrued expenses: Employee payroll and bonuses $ 207,556 $ 371,010 Vacation 31,074 27,082 Research and development projects 85,767 316,389 Interest — 223,792 Professional fees 35,624 24,502 Other 23,647 31,186 Total accrued expenses $ 383,668 $ 993,961 AZITRA, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS For the Years Ended December 31, 2023 and 2022 6. Accrued Expenses (continued) The Company accrues expenses related to development activities performed by third parties based on an evaluation of services received and efforts expended pursuant to the terms of the contractual arrangements. Payments under some of these contracts depend on research and non-clinical trial milestones. There may be instances in which payments made to the Company’s vendors will exceed the level of services provided and result in a prepayment of expense. In accruing service fees, the Company estimates the period over which services will be performed and the level of effort to be expended in each period. If the actual timing of the performance of services or the level of effort varies from the estimate, the Company will adjust the accrual or prepaid expense accordingly. The Company has not experienced any material differences between accrued costs and actual costs incurred since its inception.

Convertible Debt

Convertible Debt	12 Months Ended
	Dec. 31, 2023
Debt Disclosure [Abstract]
Convertible Debt	7. Convertible Debt Effective January 5, 2021, the Company entered into a Note Purchase Agreement to issue up to $ 2,000,000 1,000,000 6 48.00 15,613 In September 2022, the Company entered into a Convertible Note Purchase Agreement (the Agreement) to issue up to $ 4,500,000 4,350,000 January 13, 2023 8 20 30 30 In January 2023, the Company elected to convert the 2021 Convertible Note, including interest accrued but not yet paid of $ 124,759 48.00 23,432 In February 2023, the 2022 Convertible Notes were amended to extend the maturity date to March 31, 2023 30 AZITRA, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS For the Years Ended December 31, 2023 and 2022 7. Convertible Debt (continued) During April and June 2023, the 2022 Convertible Notes were further amended to extend the maturity date to September 30, 2023 500,000 4,850,000 Effective June 21, 2023, the 2022 Convertible Notes, including accrued interest of $ 265,052 1,846,020 9,495,072 3,630,100 1,250,000 The Company evaluated the terms and conditions of the Note Purchase Agreement related to the 2021 Convertible Note in order to assess the accounting considerations under ASC 480 – Distinguishing Liabilities from Equity, and ASC 815 – Derivatives and Hedging. The Company determined the Convertible Note does not meet any of the criteria to be accounted pursuant to an ASC 480 liability. The Company also assessed the embedded features pursuant to the guidance in ASC 815 and determined the embedded features do not meet any of the criteria for bifurcation. Convertible notes payable consisted of the following at: Schedule of Convertible Notes Payable December 31, 2023 December 31, 2022 2021 Convertible Note $ — $ 1,000,000 2022 Convertible Notes — 5,600,000 Total convertible notes $ — $ 6,600,000 Interest expense was $ 166,019 172,592 0 7,981

Stockholders_ Equity

Stockholders’ Equity	12 Months Ended
	Dec. 31, 2023
Equity [Abstract]
Stockholders’ Equity	8. Stockholders’ Equity On May 17, 2023, the Company effected a 7.1-for-1 forward stock split 0.01 0.0001 100,000,000 Common Stock At December 31, 2023 and 2022, per the Company’s amended and restated Certificate of Incorporation, the Company was authorized to issue 100,000,000 0.0001 Each share of common stock entitles the holder to one vote on all matters submitted to a vote of the Company’s stockholders and the holders of the Common Stock are entitled to elect one director of the Corporation The Company currently has 1,611,991 AZITRA, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS For the Years Ended December 31, 2023 and 2022 8. Stockholders’ Equity (continued) Preferred Stock At December 31, 2023 and 2022, per the Company’s amended and restated Certificate of Incorporation, the Company has authorized 1,437,150 0.0001 In January 2023, the Company issued 23,432 48.00 The Series A, Series A-1, and Series B Preferred Stock had the following rights, preferences and privileges : Conversion The preferred stock was converted, at the option of the holder, into common shares based upon a predefined formula. The holders of preferred stock converted such shares into common shares upon the Company’s IPO. For purpose of conversion, the initial conversion price was $ 16.25 37.50 43.45 Upon the Company’s IPO in June 2023, all of the outstanding preferred stock converted to common stock, resulting in the issuance of 1,458,233 2,964,849 3,284,553 Voting Rights The holders of the Series A, Series A-1, and Series B Preferred Stock were entitled to vote on any matter presented to the stockholders of the Corporation for their action or consideration at any meeting of stockholders of the Corporation (or by written consent of stockholders in lieu of meeting), each holder of outstanding shares of preferred stock was entitled to cast the number of votes equal to the number of whole shares of Common Stock into which the shares of preferred stock held by such holder converted as of the record date for determining stockholders entitled to vote on such matter. The holders of the Series A and Series A-1 Preferred Stock were each entitled to elect one director of the Corporation. The holders of the Series B Stock were entitled to elect two members of the Board. Each class of preferred stock could have removed such directors from office and to fill any vacancy caused by the resignation, death or removal of such directors under certain circumstances as described in the Certificate of Incorporation. Dividends The holders of Series A Preferred Stock were entitled to receive dividends at a rate of 8 16.25 The holders of Series A-1 Stock were entitled to receive dividends at a rate of 8 37.50 AZITRA, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS For the Years Ended December 31, 2023 and 2022 8. Stockholders’ Equity (continued) The holders of Series B Stock were entitled to receive dividends at a rate of 8 43.45 Liquidation In the event of any liquidation, dissolution or winding up of the Company, the holders of the preferred stock were entitled to receive, prior to and in preference to the holders of the common shares, an amount equal to the Series A, Series A-1, or Series B Preferred Stock original issue price, plus declared and/or accrued but unpaid dividends. In the event of any such liquidation event, after the payment of all preferential amounts required to be paid to the holders of shares of preferred stock, the remaining assets of the Corporation available for distribution to its stockholders shall be distributed among the holders of the shares of preferred stock and Common Stock, pro rata based on the number of shares held by each such holder, treating for this purpose all such securities as if they had been converted into Common Stock pursuant to the terms of the Certificate of Incorporation immediately prior to such liquidation event.

Warrants

Warrants	12 Months Ended
	Dec. 31, 2023
Warrants
Warrants	9. Warrants The Company issued warrants to purchase 6,745 0.48 10 35,453 70,283 The Company also issued warrants in 2016 and 2019 which did not meet the criteria under ASC 480 to be classified as a liability, and instead meet equity classification criteria. The 11,466 0.01 9.7 The following table summarizes information about warrants outstanding at December 31, 2023: Schedule of Information about Warrants Outstanding Warrants Outstanding Warrant Exercisable Year Granted Exercise Price Number of Warrants at 12/31/2023 Weight Average Remaining Contractual Life Weight Average Exercise Price Number of Warrants at 12/31/2023 Weighted Average Remaining Contractual Life Weighted Average Exercise Price 2018 $ 0.48 47,890 4.5 $ 0.48 47,890 4.5 $ 0.48 2019 $ 5.28 215,846 2.4 $ 5.28 215,846 2.4 $ 5.28 2023 $ 6.25 60,000 4.7 $ 6.25 60,000 4.7 $ 6.25 323,736 $ 4.75 323,736 $ 4.75 AZITRA, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS For the Years Ended December 31, 2023 and 2022

Stock Options

Stock Options	12 Months Ended
	Dec. 31, 2023
Fair Value Disclosures [Abstract]
Stock Options	10. Stock Options In March 2023, the Company’s Board of Directors and stockholders approved the 2023 Stock Incentive Plan (“2023 Plan”). The 2023 Plan allows the Committee to grant up to 2,000,000 40,000 1,960,000 During 2016, the Company established the Azitra Inc. 2016 Stock Incentive Plan (the Plan) which provides for the granting of stock options and restricted shares to the Company’s employees, officers, directors, advisors and consultants. As of December 31, 2023, options to purchase 1,248,255 242,340 During the year ended December 31, 2023, the Company recognized stock compensation expense of $ 125,555 25,950 131,185 53,280 326,438 1.32 3.58 13,120 109,551 The following table summarizes information about options outstanding and exercisable at December 31, 2023: Schedule of Information about Options Outstanding and Exercisable Options Outstanding Options Exercisable Exercise Price Number of Options at December 31, 2023 Weighted Average Remaining Contractual Life Weight Average Exercise Price Number of Options at December 31, 2023 Weighted Average Remaining Contractual Life Weighted Average Exercise Price $ 0.48 246,137 2.0 $ 0.48 246,137 2.0 $ 0.48 $ 0.93 202,040 2.0 $ 0.93 202,036 2.0 $ 0.93 $ 1.70 800,078 7.3 $ 1.70 572,968 7.0 $ 1.70 $ 2.07 40,000 9.7 $ 2.07 4,167 9.7 $ 2.07 1,288,255 1,025,308 Total stock option activity for the year ended December 31, 2023, is summarized as follows: Schedule of Stock Option Activity Shares Weighted Average Exercise Price Outstanding at December 31, 2021 1,381,908 $ 1.34 Exercised (888 ) 1.70 Forfeited (90,702 ) 5.91 Outstanding at December 31, 2022 1,290,318 $ 1.33 Granted 40,000 2.07 Exercised — — Forfeited (42,063 ) 0.87 Outstanding at December 31, 2023 1,288,255 $ 1.37 AZITRA, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS For the Years Ended December 31, 2023 and 2022 10. Stock Options (continued) There are 242,340 1,960,000 Total intrinsic value for the 2016 plan for the year ended December 31, 2023, is summarized as follows: Schedule of Total Intrinsic Value Options Outstanding at December 31, 2023 Options Exercisable at December 31, 2023 Value of Stock at December 31, 2023 $ 0.92 $ 0.92 Exercise Price 0.48 0.48 Intrinsic Value Per Share 0.44 0.44 Options O/S 246,137 246,137 Intrinsic Value at December 31, 2023 $ 108,300 $ 108,300

Fair Value Measurements

Fair Value Measurements	12 Months Ended
	Dec. 31, 2023
Fair Value Disclosures [Abstract]
Fair Value Measurements	11. Fair Value Measurements The following tables summarize the fair values and levels within the fair value hierarchy in which the fair value measurements fall for assets and liabilities measured on a recurring basis as of: Schedule of Fair Value Measurements for Assets and Liabilities December 31, 2023 Description Level 1 Level 2 Level 3 Total Liabilities Common stock warrants $ — $ — $ 35,453 $ 35,453 Total $ — $ — $ 35,453 $ 35,453 December 31, 2022 Description Level 1 Level 2 Level 3 Total Liabilities Common stock warrants $ — $ — $ 70,283 $ 70,283 2022 Convertible Notes — — 5,600,000 5,600,000 Total $ — $ — $ 5,670,283 $ 5,567,283 The following table presents the changes in Level 3 instruments measured on a recurring basis for the period ended December 31, 2023: Schedule of Changes in Level 3 Instruments Measured on a Recurring Basis Balance at December 31, 2021 $ 71,104 Change in fair value of warrants (821 ) Issuance of 2022 Convertible Notes 4,350,000 Change in fair value of 2022 Convertible Notes 1,250,000 Balance at December 31, 2022 5,670,283 Changes in fair value of warrants (34,830 ) Changes in fair value of 2022 Convertible Notes 3,630,100 Conversion of 2022 Convertible Notes (9,230,100 ) Balance at December 31, 2023 35,453 AZITRA, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS For the Years Ended December 31, 2023 and 2022 11. Fair Value Measurements (continued) At December 31, 2023 and 2022, the Company estimated the fair value of the warrants using the Black-Scholes option pricing model with the following assumptions: Schedule of Fair Value of Warrants Using Black Scholes Option Pricing Model December 31, 2023 December 31, 2022 Underlying common stock value $ 0.92 $ 1.70 Expected term (years) 4.29 5.00 Expected volatility 99 % 86 % Risk free interest rate 4 % 3 % Dividend yield — % — % Fluctuation in the fair value of the Company’s Common stock is the primary driver for the change in the Common Stock Warrant liability valuation during each year. As the fair value of the Common stock increases the value to the holder of the instrument generally increases. Prior to their redemption, fluctuations in the various inputs, including the enterprise value, time to liquidity, volatility, and discount rate are the primary drivers for the changes in valuation of the 2022 Convertible Notes each reporting period. As the fair value of the enterprise value, estimated time to liquidity, volatility, and discount rate increase, the value to the holder of the 2022 Convertible Notes generally increases.

Net Loss Per Share

Net Loss Per Share	12 Months Ended
	Dec. 31, 2023
Earnings Per Share [Abstract]
Net Loss Per Share	12. Net Loss Per Share Basic and diluted net loss per share were calculated as follows: The numerator for basic and diluted net loss per share is as follows for the years ended December 31, 2023 and 2022: Schedule of Numerator for Basic and Diluted Net Loss Per Share 2023 2022 December 31, 2023 2022 Net loss $ (11,283,781 ) $ (10,680,366 ) Dividends on preferred stock (1,355,347 ) (2,768,984 ) Net loss attributable to common stockholders $ (12,639,128 ) $ (13,449,350 ) The denominator is as follows for the years ended December 31, 2023 and 2022: Schedule of Numerator for Basic and Diluted Weighted Average Common Stock Outstanding December 31, 2023 2022 Weighted average common stock outstanding, basic and diluted 6,919,081 1,043,932 $0.01 warrants 5,372 11,467 Total 6,924,453 1,055,399 AZITRA, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS For the Years Ended December 31, 2023 and 2022 12. Net Loss Per Share (continued) Net loss per share, basic and diluted is as follows for the years ended December 31, 2023 and 2022: Schedule of Net Loss Per Share, Basic and Diluted December 31, 2023 2022 Net Loss per share, basic and diluted $ (1.83 ) $ (12.74 ) The following potential common stock equivalents, presented based on amounts outstanding at each period end, were excluded from the calculation of diluted net loss per share for the periods indicated because including them would have had an anti-dilutive effect: Schedule of Calculation of Diluted Net Loss Per Share 2023 2022 December 31, 2023 2022 Options to purchase shares of common stock $ 1,288,255 $ 1,290,318 Warrants outstanding 323,736 263,743 Total $ 1,611,991 $ 1,554,061

Income Taxes

Income Taxes	12 Months Ended
	Dec. 31, 2023
Income Tax Disclosure [Abstract]
Income Taxes	13. Income Taxes The (benefit) provision for income taxes for the years ending December 31, 2023 and December 31, 2022 consists of: Schedule of (Benefit) Provision for Income Taxes 2023 2022 December 31, 2023 2022 Current Federal $ — $ — Foreign 17,308 — State — — Total current 17,308 — Deferred Federal Foreign — — State — — Total deferred — — Total provision for income taxes $ 17,308 — A reconciliation of income tax computed using the U.S. federal statutory tax rate compared to that reflected in operations for the years ending December 31, 2023 and December 31, 2022 consists of: Schedule of Reconciliation of Income Tax 2023 2022 Amount Percent Amount Percent Income taxes using U.S. statutory rate $ (2,401,761 ) 21.00 % $ (2,205,649 ) 21.00 % Debt fair value adjustment 762,321 (6.67 )% 262,500 (2.50 )% State taxes, net of federal benefit (538,268 ) 4.71 % (602,211 ) 5.73 % Research and development tax credit (356,237 ) 3.11 % (433,674 ) 4.13 % Change in valuation allowance 2,502,918 (21.88 )% 2,889,667 (27.51 )% Other, net 48,335 (0.42 )% 89,367 (0.85 )% Income tax expenses (benefit) $ 17,308 $ (0.15 )% $ — — % AZITRA, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS For the Years Ended December 31, 2023 and 2022 13. Income Taxes (continued) Deferred income taxes are provided on temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and those for income tax reporting purposes. Deferred income tax assets / (liabilities) as of December 31, 2023 and 2022 are as follows: Schedule of Deferred Income Tax Assets and Liabilities 2023 2022 December 31, 2023 2022 Deferred tax assets: Net operating loss carryforwards $ 8,755,690 $ 7,870,665 Tax credits 2,155,118 1,729,421 Depreciation and amortization 2,372,070 1,189,975 Accrued expenses 89,462 81,876 Other 30,572 28,057 Total deferred tax assets $ 13,402,912 10,899,994 Deferred tax liabilities: Depreciation and amortization — — Total deferred tax liabilities — — Valuation allowance (13,402,912 ) (10,899,994 ) Net deferred tax assets $ — $ — The Company has federal net operating loss carryforwards of approximately $ 32,529,000 29,192,000 1,285,000 31,244,000 32,484,000 29,374,000 The Company has federal research tax credits of approximately $ 1,524,000 1,235,000 466,000 350,000 312,000 263,000 218,000 The U.S. Internal Revenue Code Section 382 imposes an annual limit on the ability of a corporation that undergoes a greater than 50% ownership change to use its net operating loss carry forwards to reduce its tax liability. If in the future the Company undergoes an ownership change exceeding the 50% limitation threshold imposed by Section 382, the Company’s net operating loss carryforwards may be significantly limited as to the amount of use in a particular year. In addition, all or a portion of the Company’s net operating loss carryforwards incurred before 2018, may expire unutilized. AZITRA, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS For the Years Ended December 31, 2023 and 2022 13. Income Taxes (continued) The realization of deferred tax assets is dependent upon the Company’s ability to generate future taxable income during the periods in which the temporary differences become deductible. Based on the Company’s recent earnings history and projected future U.S. earnings, management believes that it is more likely than not that its federal and state deferred tax assets will not be fully realized in the foreseeable future. As a result of this assessment, management believes that a full valuation allowance against its net federal and state deferred tax assets is required. The Company applies the provisions of ASC 740-10 to account for uncertain tax positions. ASC 740-10 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under ASC 740-10, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely that not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The Company has determined that it has no significant uncertain tax positions requiring recognition and measurement under ASC 740-10. The Company is subject to U.S. federal income tax, Connecticut state income tax and Canada branch tax. The Company has not been audited by the IRS, state, or foreign tax authorities in connection with income taxes. The Company’s tax years remain open to examination for all federal and state tax matters until its net operating loss carryforwards are utilized and the applicable statute of limitations have expired. The Company will recognize interest and penalties related to unrecognized tax benefits, if applicable, as a component of income tax expense.

Commitments and Contingencies

Commitments and Contingencies	12 Months Ended
	Dec. 31, 2023
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	14. Commitments and Contingencies Legal The Company is subject to legal proceedings or claims which arise in the ordinary course of its business. Although occasional adverse decisions or settlements may occur, the Company believes that the final disposition of such matters should not have a material adverse effect on its financial position, results of operations or liquidity. License Agreement Effective January 26, 2022, the Company entered into an Exclusive License Agreement (the License Agreement) with an unrelated third party. Under the License Agreement, the Company is granted an exclusive license for certain patents and a non-exclusive license for certain know-how. The License Agreement continues until the later of the expiration of the last to expire licensed patent or ten years after the first commercial sale of the first licensed therapeutic or non-therapeutic product. The Company may terminate the License Agreement at any time by providing at least 30 days written notice to the third party. The License Agreement is also terminated upon breach of a material obligation under the agreement or bankruptcy. Upon any termination of the License Agreement, neither party is relieved of obligations incurred prior to the termination. During the years ended December 31, 2023 and 2022, the Company capitalized payments made under this license agreement in the amount of $ 13,096 65,510

Operating Leases

Operating Leases	12 Months Ended
	Dec. 31, 2023
Operating Leases
Operating Leases	15. Operating Leases The Company leases office and lab space in Branford, CT; Groton, CT; and Laval, Quebec. The Company’s leases expire at various dates through May 31, 2027. Most leases are for a fixed term and for a fixed amount. During 2019, the Company entered into a new lease agreement for office and laboratory space in Laval, Canada. The Laval lease required monthly lease payments of $ 5,221 one year one year AZITRA, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS For the Years Ended December 31, 2023 and 2022 15. Operating Leases (continued) During 2020, the Company entered into a new lease agreement for the Company’s primary office and laboratory space in Branford, CT. The Branford lease requires monthly payments of $ 13,033 During May 2021, the Company entered into a new lease for office and laboratory space in Groton, CT. The Groton lease required monthly payments of $ 4,234 6,824 one three Future minimum payments under non-cancelable operating leases with initial or remaining terms in excess of one year during each of the next five years follow: Schedule of Future Minimum Payments Under Non-cancelable Operating Leases 2024 $ 338,254 2025 279,475 2026 206,423 2027 74,273 2028 — Thereafter — Total future undiscounted lease payments 898,424 Less interest (53,246 ) Present value of minimum lease payments $ 845,178 Rent expense for all operating leases was $ 338,856 2.9 4.25 Finance Leases During 2023, the Company entered into an agreement with Hewlett Packard to lease equipment. The lease requires monthly payments of $ 1,478 3 2.8 9.60 Future minimum payments under non-cancelable operating leases with initial or remaining terms in excess of one year during each of the next five years follow: Schedule of Future Minimum Payments Under Finance Leases 2024 $ 17,740 2025 17,740 2026 10,349 2027 — Thereafter — Total future undiscounted lease payments 45,829 Less interest (5,060 ) Present value of minimum lease payments $ 40,769 Lease expense for the finance lease was $ 6,450 1,707 AZITRA, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS For the Years Ended December 31, 2023 and 2022

Retirement Plan

Retirement Plan	12 Months Ended
	Dec. 31, 2023
Retirement Benefits [Abstract]
Retirement Plan	16. Retirement Plan Effective January 1, 2019, the Company sponsors a 401(k) plan that covers substantially all employees. In order to be eligible to participate, an employee must complete two consecutive months of service and work a minimum of two hundred and fifty hours or work 1,000 hours in their first year of service. Employees may make pre-tax deferrals upon meeting the Plan eligibility requirements. Effective January 1, 2020, the Plan was transitioned to a safe harbor plan in which highly compensated employees are not eligible for matching contributions and non-highly compensated employees earn 100% match on first 3% contributed and 50% on the next 2% contributed. 11,803 23,466

Related Parties

Related Parties	12 Months Ended
	Dec. 31, 2023
Related Party Transactions [Abstract]
Related Parties	17. Related Parties Total related party revenue was $ 686,000 284,000 90,000 175,000 0 156,000 In September 2022, the Company entered into a convertible promissory note totaling $ 4,350,000 4,000,000 1,697,490 4,243,726

Subsequent Events

Subsequent Events	12 Months Ended
	Dec. 31, 2023
Subsequent Events [Abstract]
Subsequent Events	18. Subsequent Events On February 15, 2024, the Company completed a public offering of 16,667,000 0.30 5 4.4 2,500,000 0.30 666,680 0.375 five

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	12 Months Ended
	Dec. 31, 2023
Accounting Policies [Abstract]
Basis of Accounting	Basis of Accounting The financial statements of the Company are prepared in accordance with United States generally accepted accounting principles (“U.S. GAAP”).
Use of Estimates	Use of Estimates The preparation of the financial statement in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the balance sheet. These estimates and assumptions are based on current facts, historical experience, and various other factors believed to be reasonable under the circumstances, the results which form the basis for making judgements about the carrying values of assets and liabilities and the recording of expenses that are not readily apparent from other sources. While management believes the estimates and assumptions are appropriate, actual results may differ materially and adversely from these estimates.
Cash and Cash Equivalents	Cash and Cash Equivalents For purposes of the balance sheets and statements of cash flows, the Company considers all cash on hand, demand deposits and all highly liquid investments with original maturities of three months or less to be cash equivalents.
Property and Equipment	Property and Equipment Property and equipment are recorded at cost. Depreciation is computed using the straight-line method over the estimated useful lives, which range from 3 10
Accounts Receivable	Accounts Receivable The Company carries its accounts receivable at cost less an allowance for expected credit losses. On a periodic basis, the Company evaluates its accounts receivable and establishes an allowance for expected credit losses based on a history of past write-offs, collections and current conditions. There was no allowance for credit losses at December 31, 2023 and 2022.
Deferred Offering Costs	Deferred Offering Costs The Company capitalizes deferred offering costs, which primarily consist of direct, incremental legal, professional, accounting, and other third-party fees relating to the Company’s initial public offering. In June 2023, the Company consummated its IPO and recorded such amounts against the gross proceeds of its IPO within the statements of stockholders’ equity. During the fourth quarter the Company incurred $67,859 of costs related to a follow-on offering.
Leases	Leases In February 2016, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2016-02, Leases (“Topic 842”). ASU 2016-02 requires lessees to present right-of-use (“ROU”) assets and lease liabilities on the balance sheet for all leases with terms longer than 12 months. In calculating the effect of ASU 2016-02, the Company elected the transition method thereby not restating comparable periods. The Company elected to account for non-lease components as part of the lease component to which they relate. Lease accounting involves significant judgments, including making estimates related to the lease term, lease payments, and discount rate. In accordance with the guidance, the Company recognized ROU assets and lease liabilities for all leases with a term greater than 12 months. Leases are classified as either operating or financing leases based on the economic substance of the agreement. AZITRA, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS For the Years Ended December 31, 2023 and 2022 2. Summary of Significant Accounting Policies (continued) The Company has operating leases for buildings. Currently, the Company has 3 operating leases with a ROU asset and lease liability totaling $ 1,418,502 36 52 4.25 9.60 At December 31, 2023, the Company had operating right-of-use assets with a net value of $ 828,960 307,655 537,523 In 2023, the Company entered into a lease for the use of certain equipment that is classified as a finance lease. The finance lease has a term of 36 40,002 14,600 26,169
Intangible Assets	Intangible Assets Intangible assets consist of trademarks and patents. All costs directly related to the filing and prosecution of patent and trademark applications are capitalized. Patents are amortized over their respective remaining useful lives upon formal approval. Trademarks have an indefinite life. The Company accounts for other indefinite life intangible assets in accordance ASC Topic 350, Goodwill and Other Intangible Assets 78,606 0
Deferred Patent Costs	Deferred Patent Costs Deferred patent costs represent legal and filing expenses incurred related to the submission of patent applications for patents pending approval. These deferred costs will begin to be amortized over their estimated useful lives upon the formal approval of the patent. If the patent is not issued, the costs associated with the patent will be expensed in the year the patent was rejected. Impairment losses relating to deferred patent costs during the years ended December 31, 2023 and 2022 were $ 272,754 0
Impairment of Long-Lived Assets	Impairment of Long-Lived Assets In accordance with ASC Topic 360-10, Accounting for the Impairment or Disposal of Long-Lived Assets (ASC 360-10), the Company’s policy is to review its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. In connection with this review, the Company also reevaluates the periods of depreciation for these assets. The Company recognizes an impairment loss when the sum of the undiscounted expected future cash flows from the use and eventual disposition of the asset is less than its carrying amount. If an asset is considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the asset exceeds the fair value of the asset, which is determined using the present value of the net future operating cash flows generated by the asset. AZITRA, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS For the Years Ended December 31, 2023 and 2022 2. Summary of Significant Accounting Policies (continued)
Convertible Debt and Warrant Accounting	Convertible Debt and Warrant Accounting Warrants The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480, Distinguishing Liabilities from Equity Derivatives and Hedging For issued warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations under Other Income (Expense). Convertible debt When the Company issues debt with a conversion feature, it first assesses whether the debt should be accounted for in accordance with ASC 480 – Distinguishing Liabilities from Equity. If the debt does not meet the criteria of an ASC 480 liability, the note’s conversion features require bifurcation in accordance with ASC 815 – Derivatives and Hedging. If the Company determines the embedded conversion feature requires bifurcation in accordance with ASC 815, the Company also considers if it can elect the fair value option. The Convertible Notes were converted into the Company’s common stock on the Closing Date of the Company’s IPO. Under 815-15-25, the election can be at the inception of a financial instrument to account for the instrument under the fair value option under ASC 825. The Company has made such election for the 2022 Convertible Notes. Using the fair value option, the convertible promissory note is to be recorded at its initial fair value on the date of issuance, and each balance sheet date thereafter. The Company evaluates the change based on the conversion price at the current market value. When recognized, changes in the estimated fair value of the notes are recognized as a non-cash gain or loss in Other Income (Expense) on the statements of operations. The Company elected the fair value option for the 2022 Convertible Notes and recorded the notes at their initial fair values with subsequent changes in fair value recorded in earnings.
Convertible Preferred Stock	Convertible Preferred Stock As the Convertible Preferred stockholders have liquidation rights in the event of a deemed liquidation event that, in certain situations, are not solely within the control of the Company and would require the redemption of the then-outstanding Convertible Preferred Stock, the Company classifies the Convertible Preferred Stock in mezzanine equity on the balance sheet. As noted in Note 8, at the Closing Date of the Company’s IPO, the Convertible Preferred stock converted into shares of the Company’s common stock.
Revenue	Revenue The Company follows the five ● Step 1 AZITRA, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS For the Years Ended December 31, 2023 and 2022 2. Summary of Significant Accounting Policies (continued) ● Step 2 ● Step 3 ● Step 4 ● Step 5 The Company generates service revenue through a joint development agreement with a research partner. The Company recognizes revenue related to the research and development aspects of the agreement over time using the input method as work is performed on the contract. The Company also generates grant revenue, which represents monies received on contracts with various federal agencies and nonprofit research institutions for general research conducted by the Company to further their product development and are therefore considered contributions to the Company. The contracts are generally for periods of one year or more and can be cancelled by either party. The Company concluded that the grant arrangements do not meet the criteria to be treated as a collaborative arrangement under FASB ASC Topic 808 as the Company is the only active participant in the arrangement. The grant arrangements also do not meet the criteria for revenue recognition under Topic 606, as the U.S. Government would not meet the definition of a customer. Amounts earned under these grant contracts are recorded as a reduction to research and development expense when eligible expenses are incurred and the right to payment is realizable or realized and earned. The Company believes this policy is consistent with Topic 606, to ensure that recognition reflects the transfer of promised goods or services to customers in an amount that reflects the consideration that the Company expects to be entitled to in exchange for those goods or services, even though there is no exchange as defined in Topic 606. Additionally, the Company has determined that the recognition of amounts received as costs are incurred and amounts become realizable is analogous to the concept of transfer of control of a service over time under Topic 606. Receipts of grant awards in advance, which are payable back to the funding agency if not used in accordance with conditions in the grants related to allowable costs or receipt of funding from research partners related to service revenue arrangements before work is performed on the contract, are classified as contract liabilities in the accompanying balance sheets.
Research and Development	Research and Development The Company accounts for research and development costs in accordance with Accounting Standards Codification (ASC) subtopic 730-10, Research and Development 3,809,063 6,097,938 At December 31, 2023 and 2022, the Company has a state tax credit receivable of $ 86,778 32,459 20,040 28,925 11,565 8,282
Stock-Based Compensation	Stock-Based Compensation The Company accounts for stock-based compensation in accordance with ASC 718, Compensation-Stock Compensation AZITRA, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS For the Years Ended December 31, 2023 and 2022 2. Summary of Significant Accounting Policies (continued) The Company uses a Black-Scholes option pricing model to determine fair value of its stock options. The Black-Scholes model includes various assumptions, including the value of the underlying common stock, the expected life of stock options, the expected volatility and the expected risk-free interest rate. These assumptions reflect the Company’s best estimates, but they involve inherent uncertainties based on market conditions generally outside of the control of the Company. As a result, if other assumptions had been used, stock-based compensation cost could have been materially impacted. Furthermore, if the Company uses different assumptions for future grants, stock-based compensation cost could be materially impacted in future periods. The Company accounts for equity instruments issued to non-employees in accordance with the provisions of ASC 718 as updated by Accounting Standards Update (ASU) No. 2018-07, Improvements to Nonemployee Share-Based Payment Accounting The following assumptions are used in valuing options issued using the Black-Scholes option pricing model: Expected Volatility Expected Term Underlying Common Stock Value Risk-free Interest Rate Dividend Yield
Income Taxes	Income Taxes The Company uses the liability method of accounting for income taxes, as set forth in ASC 740, Accounting for Income Taxes Management has evaluated the effect of ASC guidance related to uncertain income tax positions and concluded that the Company has no significant financial statement exposure to uncertain income tax positions at December 31, 2023 and December 31, 2022. The Company’s income tax returns have not been examined by tax authorities through December 31, 2023. AZITRA, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS For the Years Ended December 31, 2023 and 2022 2. Summary of Significant Accounting Policies (continued)
Net Loss Per Share	Net Loss Per Share The Company computes basic net loss per weighted average share attributable to common stockholders using the weighted average number of shares of common stock outstanding during the period. The Company computes diluted net loss per weighted average share attributable to common stockholders using the weighted average number of shares of common and dilutive potential common shares outstanding during the period. Potential common shares outstanding consist of stock options, warrants and preferred stock and are excluded if their effect is anti-dilutive. Diluted weighted average common shares did not include any incremental shares for the fiscal year ended December 31, 2023 and 2022.
Certain Risks and Uncertainties	Certain Risks and Uncertainties The Company’s activities are subject to significant risks and uncertainties including the risk of failure to secure additional funding to properly execute the Company’s business plan. The Company is subject to risks that are common to companies in the pharmaceutical industry, including, but not limited to, development by the Company or its competitors of new technological innovations, dependence on key personnel, reliance on third party manufacturers, protection of proprietary technology, and compliance with regulatory requirements.
Fair Value Measurements	Fair Value Measurements The Company carries certain liabilities at fair value on a recurring basis. A fair value hierarchy that consists of three levels is used to prioritize the inputs to fair value valuation techniques: ● Level 1 – Inputs are based upon observable or quoted prices for identical instruments traded in active markets. ● Level 2 – Inputs are based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant assumptions are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities. ● Level 3 – Inputs are generally unobservable and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability. The fair values are therefore determined using model-based techniques that include option pricing models, discounted cash flow models, and similar techniques. In determining fair value, the Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible as well as considers counterparty credit risk in its assessment of fair value.
Financial Instruments	Financial Instruments The Company’s financial instruments are primarily comprised of accounts receivable, accounts payable, accrued liabilities, and long-term debt. For accounts receivable, accounts payable and accrued liabilities, the carrying amount approximates fair value due to the short-term maturities of such instruments. The estimated fair value of the Company’s long-term debt approximates carrying value.
Concentration of Credit Risk and Off- Balance Sheet Risk	Concentration of Credit Risk and Off- Balance Sheet Risk Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of cash and cash equivalents. Cash equivalents are occasionally invested in certificates of deposit. The Company maintains each of its cash balances with high-quality and accredited financial institutions and accordingly, such funds are not exposed to unusual credit risk beyond the normal credit risk associated with commercial banking relationships. Deposits in financial institutions may, from time to time, exceed federally insured limits. The Company has not experienced any losses on its deposits of cash. The Company maintains a portion of its cash and cash equivalent balances in the form of a money market account with a financial institution that management believes to be creditworthy. AZITRA, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS For the Years Ended December 31, 2023 and 2022 2. Summary of Significant Accounting Policies (continued)
Recent Accounting Pronouncements	Recent Accounting Pronouncements In December 2019, the FASB issued ASU No. 2019-12, Income Taxes Simplifying the Accounting for Income Taxes In June 2016, the FASB issued ASU No. 1026-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (ASC 326) Management does not believe that any other recently issued, but not yet effective, accounting standards could have a material effect on the accompanying financial statements. As new accounting pronouncements are issued, the Company will adopt those that are applicable under the circumstances.

Property and Equipment (Tables)

Property and Equipment (Tables)	12 Months Ended
	Dec. 31, 2023
Property, Plant and Equipment [Abstract]
Schedule of Property And Equipment	Property and equipment consisted of the following at December 31, 2023 and December 31, 2022: Schedule of Property And Equipment December 31, 2023 December 31, 2022 Laboratory equipment $ 1,013,134 $ 1,034,579 Computers and office equipment 30,825 30,825 Furniture and fixtures 24,316 24,316 Leasehold improvements 28,855 28,855 Building equipment 14,932 14,932 Total property and equipment 1,112,062 1,133,507 Less accumulated depreciation & amortization (401,987 ) (286,549 ) Total property, plant, and equipment, net $ 710,075 $ 846,958

Intangible Assets (Tables)

Intangible Assets (Tables)	12 Months Ended
	Dec. 31, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
Schedule of Intangible Assets	Intangible assets consisted of the following at: Schedule of Intangible Assets December 31, 2023: Estimated Useful Life Gross Amount Accumulated Amortization Impairment Net Amount Trademarks Indefinite $ 57,474 $ — $ — $ 57,474 Patents 17 169,190 15,783 — 153,407 License agreement 17 78,606 — 78,606 — Intangible assets $ 305,270 $ 15,783 $ 78,606 $ 210,881 December 31, 2022: Estimated Useful Life Gross Amount Accumulated Amortization Impairment Net Amount Trademarks Indefinite $ 53,999 $ — $ — $ 53,999 Patents 17 108,198 8,140 — 100,058 License agreement 17 65,510 — — 65,510 Intangible assets $ 227,707 $ 8,140 $ — $ 219,567

Accrued Expenses (Tables)

Accrued Expenses (Tables)	12 Months Ended
	Dec. 31, 2023
Payables and Accruals [Abstract]
Schedule of Accrued Expenses	Accrued expenses consisted of the following at: Schedule of Accrued Expenses December 31, 2023 December 31, 2022 Accrued expenses: Employee payroll and bonuses $ 207,556 $ 371,010 Vacation 31,074 27,082 Research and development projects 85,767 316,389 Interest — 223,792 Professional fees 35,624 24,502 Other 23,647 31,186 Total accrued expenses $ 383,668 $ 993,961

Convertible Debt (Tables)

Convertible Debt (Tables)	12 Months Ended
	Dec. 31, 2023
Debt Disclosure [Abstract]
Schedule of Convertible Notes Payable	Convertible notes payable consisted of the following at: Schedule of Convertible Notes Payable December 31, 2023 December 31, 2022 2021 Convertible Note $ — $ 1,000,000 2022 Convertible Notes — 5,600,000 Total convertible notes $ — $ 6,600,000

Warrants (Tables)

Warrants (Tables)	12 Months Ended
	Dec. 31, 2023
Warrants
Schedule of Information about Warrants Outstanding	The following table summarizes information about warrants outstanding at December 31, 2023: Schedule of Information about Warrants Outstanding Warrants Outstanding Warrant Exercisable Year Granted Exercise Price Number of Warrants at 12/31/2023 Weight Average Remaining Contractual Life Weight Average Exercise Price Number of Warrants at 12/31/2023 Weighted Average Remaining Contractual Life Weighted Average Exercise Price 2018 $ 0.48 47,890 4.5 $ 0.48 47,890 4.5 $ 0.48 2019 $ 5.28 215,846 2.4 $ 5.28 215,846 2.4 $ 5.28 2023 $ 6.25 60,000 4.7 $ 6.25 60,000 4.7 $ 6.25 323,736 $ 4.75 323,736 $ 4.75

Stock Options (Tables)

Stock Options (Tables)	12 Months Ended
	Dec. 31, 2023
Fair Value Disclosures [Abstract]
Schedule of Information about Options Outstanding and Exercisable	The following table summarizes information about options outstanding and exercisable at December 31, 2023: Schedule of Information about Options Outstanding and Exercisable Options Outstanding Options Exercisable Exercise Price Number of Options at December 31, 2023 Weighted Average Remaining Contractual Life Weight Average Exercise Price Number of Options at December 31, 2023 Weighted Average Remaining Contractual Life Weighted Average Exercise Price $ 0.48 246,137 2.0 $ 0.48 246,137 2.0 $ 0.48 $ 0.93 202,040 2.0 $ 0.93 202,036 2.0 $ 0.93 $ 1.70 800,078 7.3 $ 1.70 572,968 7.0 $ 1.70 $ 2.07 40,000 9.7 $ 2.07 4,167 9.7 $ 2.07 1,288,255 1,025,308
Schedule of Stock Option Activity	Total stock option activity for the year ended December 31, 2023, is summarized as follows: Schedule of Stock Option Activity Shares Weighted Average Exercise Price Outstanding at December 31, 2021 1,381,908 $ 1.34 Exercised (888 ) 1.70 Forfeited (90,702 ) 5.91 Outstanding at December 31, 2022 1,290,318 $ 1.33 Granted 40,000 2.07 Exercised — — Forfeited (42,063 ) 0.87 Outstanding at December 31, 2023 1,288,255 $ 1.37
Schedule of Total Intrinsic Value	Total intrinsic value for the 2016 plan for the year ended December 31, 2023, is summarized as follows: Schedule of Total Intrinsic Value Options Outstanding at December 31, 2023 Options Exercisable at December 31, 2023 Value of Stock at December 31, 2023 $ 0.92 $ 0.92 Exercise Price 0.48 0.48 Intrinsic Value Per Share 0.44 0.44 Options O/S 246,137 246,137 Intrinsic Value at December 31, 2023 $ 108,300 $ 108,300

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	12 Months Ended
	Dec. 31, 2023
Fair Value Disclosures [Abstract]
Schedule of Fair Value Measurements for Assets and Liabilities	The following tables summarize the fair values and levels within the fair value hierarchy in which the fair value measurements fall for assets and liabilities measured on a recurring basis as of: Schedule of Fair Value Measurements for Assets and Liabilities December 31, 2023 Description Level 1 Level 2 Level 3 Total Liabilities Common stock warrants $ — $ — $ 35,453 $ 35,453 Total $ — $ — $ 35,453 $ 35,453 December 31, 2022 Description Level 1 Level 2 Level 3 Total Liabilities Common stock warrants $ — $ — $ 70,283 $ 70,283 2022 Convertible Notes — — 5,600,000 5,600,000 Total $ — $ — $ 5,670,283 $ 5,567,283
Schedule of Changes in Level 3 Instruments Measured on a Recurring Basis	The following table presents the changes in Level 3 instruments measured on a recurring basis for the period ended December 31, 2023: Schedule of Changes in Level 3 Instruments Measured on a Recurring Basis Balance at December 31, 2021 $ 71,104 Change in fair value of warrants (821 ) Issuance of 2022 Convertible Notes 4,350,000 Change in fair value of 2022 Convertible Notes 1,250,000 Balance at December 31, 2022 5,670,283 Changes in fair value of warrants (34,830 ) Changes in fair value of 2022 Convertible Notes 3,630,100 Conversion of 2022 Convertible Notes (9,230,100 ) Balance at December 31, 2023 35,453
Schedule of Fair Value of Warrants Using Black Scholes Option Pricing Model	At December 31, 2023 and 2022, the Company estimated the fair value of the warrants using the Black-Scholes option pricing model with the following assumptions: Schedule of Fair Value of Warrants Using Black Scholes Option Pricing Model December 31, 2023 December 31, 2022 Underlying common stock value $ 0.92 $ 1.70 Expected term (years) 4.29 5.00 Expected volatility 99 % 86 % Risk free interest rate 4 % 3 % Dividend yield — % — %

Net Loss Per Share (Tables)

Net Loss Per Share (Tables)	12 Months Ended
	Dec. 31, 2023
Earnings Per Share [Abstract]
Schedule of Numerator for Basic and Diluted Net Loss Per Share	The numerator for basic and diluted net loss per share is as follows for the years ended December 31, 2023 and 2022: Schedule of Numerator for Basic and Diluted Net Loss Per Share 2023 2022 December 31, 2023 2022 Net loss $ (11,283,781 ) $ (10,680,366 ) Dividends on preferred stock (1,355,347 ) (2,768,984 ) Net loss attributable to common stockholders $ (12,639,128 ) $ (13,449,350 )
Schedule of Numerator for Basic and Diluted Weighted Average Common Stock Outstanding	The denominator is as follows for the years ended December 31, 2023 and 2022: Schedule of Numerator for Basic and Diluted Weighted Average Common Stock Outstanding December 31, 2023 2022 Weighted average common stock outstanding, basic and diluted 6,919,081 1,043,932 $0.01 warrants 5,372 11,467 Total 6,924,453 1,055,399
Schedule of Net Loss Per Share, Basic and Diluted	Net loss per share, basic and diluted is as follows for the years ended December 31, 2023 and 2022: Schedule of Net Loss Per Share, Basic and Diluted December 31, 2023 2022 Net Loss per share, basic and diluted $ (1.83 ) $ (12.74 )
Schedule of Calculation of Diluted Net Loss Per Share	The following potential common stock equivalents, presented based on amounts outstanding at each period end, were excluded from the calculation of diluted net loss per share for the periods indicated because including them would have had an anti-dilutive effect: Schedule of Calculation of Diluted Net Loss Per Share 2023 2022 December 31, 2023 2022 Options to purchase shares of common stock $ 1,288,255 $ 1,290,318 Warrants outstanding 323,736 263,743 Total $ 1,611,991 $ 1,554,061

Income Taxes (Tables)

Income Taxes (Tables)	12 Months Ended
	Dec. 31, 2023
Income Tax Disclosure [Abstract]
Schedule of (Benefit) Provision for Income Taxes	The (benefit) provision for income taxes for the years ending December 31, 2023 and December 31, 2022 consists of: Schedule of (Benefit) Provision for Income Taxes 2023 2022 December 31, 2023 2022 Current Federal $ — $ — Foreign 17,308 — State — — Total current 17,308 — Deferred Federal Foreign — — State — — Total deferred — — Total provision for income taxes $ 17,308 —
Schedule of Reconciliation of Income Tax	A reconciliation of income tax computed using the U.S. federal statutory tax rate compared to that reflected in operations for the years ending December 31, 2023 and December 31, 2022 consists of: Schedule of Reconciliation of Income Tax 2023 2022 Amount Percent Amount Percent Income taxes using U.S. statutory rate $ (2,401,761 ) 21.00 % $ (2,205,649 ) 21.00 % Debt fair value adjustment 762,321 (6.67 )% 262,500 (2.50 )% State taxes, net of federal benefit (538,268 ) 4.71 % (602,211 ) 5.73 % Research and development tax credit (356,237 ) 3.11 % (433,674 ) 4.13 % Change in valuation allowance 2,502,918 (21.88 )% 2,889,667 (27.51 )% Other, net 48,335 (0.42 )% 89,367 (0.85 )% Income tax expenses (benefit) $ 17,308 $ (0.15 )% $ — — %
Schedule of Deferred Income Tax Assets and Liabilities	Deferred income taxes are provided on temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and those for income tax reporting purposes. Deferred income tax assets / (liabilities) as of December 31, 2023 and 2022 are as follows: Schedule of Deferred Income Tax Assets and Liabilities 2023 2022 December 31, 2023 2022 Deferred tax assets: Net operating loss carryforwards $ 8,755,690 $ 7,870,665 Tax credits 2,155,118 1,729,421 Depreciation and amortization 2,372,070 1,189,975 Accrued expenses 89,462 81,876 Other 30,572 28,057 Total deferred tax assets $ 13,402,912 10,899,994 Deferred tax liabilities: Depreciation and amortization — — Total deferred tax liabilities — — Valuation allowance (13,402,912 ) (10,899,994 ) Net deferred tax assets $ — $ —

Operating Leases (Tables)

Operating Leases (Tables)	12 Months Ended
	Dec. 31, 2023
Operating Leases
Schedule of Future Minimum Payments Under Non-cancelable Operating Leases	Future minimum payments under non-cancelable operating leases with initial or remaining terms in excess of one year during each of the next five years follow: Schedule of Future Minimum Payments Under Non-cancelable Operating Leases 2024 $ 338,254 2025 279,475 2026 206,423 2027 74,273 2028 — Thereafter — Total future undiscounted lease payments 898,424 Less interest (53,246 ) Present value of minimum lease payments $ 845,178
Schedule of Future Minimum Payments Under Finance Leases	Future minimum payments under non-cancelable operating leases with initial or remaining terms in excess of one year during each of the next five years follow: Schedule of Future Minimum Payments Under Finance Leases 2024 $ 17,740 2025 17,740 2026 10,349 2027 — Thereafter — Total future undiscounted lease payments 45,829 Less interest (5,060 ) Present value of minimum lease payments $ 40,769

Organization and Nature of Op_2

Organization and Nature of Operations (Details Narrative) - USD ($)		1 Months Ended	6 Months Ended	12 Months Ended
	May 17, 2023	Jun. 30, 2023	Jun. 30, 2023	Dec. 31, 2023	Dec. 31, 2022
Property, Plant and Equipment [Line Items]
Proceeds from initial public offering				$ 5,991,359
Forward stock split	7.1-for-1 forward stock split		7.1-for-1 forward stock split
Accumulated deficit				48,598,333	37,314,552
Loss from operations				7,616,395	9,453,604
Net cash used in operating activities				$ 7,362,375	$ 8,349,469
Maximum [Member]
Property, Plant and Equipment [Line Items]
Sale of stock price per share	$ 0.01
Minimum [Member]
Property, Plant and Equipment [Line Items]
Sale of stock price per share	$ 0.0001
IPO [Member]
Property, Plant and Equipment [Line Items]
Shares of common stock		1,500,000
Sale of stock price per share		$ 5	$ 5
Proceeds from initial public offering			$ 6

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Details Narrative) - USD ($)		12 Months Ended
	Jan. 01, 2022	Dec. 31, 2023	Dec. 31, 2022
Property, Plant and Equipment [Line Items]
Right-of-use asset and lease liability	$ 1,418,502
Operating lease, weighted average discount rate		4.25%
Finance lease, weighted average discount rate		9.60%
Operating lease right-of-use asset		$ 828,960	$ 1,116,697
Current operating lease liability		307,655	287,384
Long-term operating lease liability		$ 537,523	840,896
Finance lease term		36 months
Long term finance lease liability		$ 40,002
Finance lease liability current		14,600
Long term finance lease liability		26,169
Impairment of license agreements		78,606	0
Research and development		3,809,063	6,097,938
State tax credit receivable		86,778	32,459
Pending refunds related to research and experimental development		20,040	28,925
Refunds tax amount		11,565	8,282
Patents [Member]
Property, Plant and Equipment [Line Items]
Impairment of intangible assets		$ 272,754	$ 0
Minimum [Member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment, useful life		3 years
Lease term		36 months
Maximum [Member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment, useful life		10 years
Lease term		52 months

Employee Retention Credit (Deta

Employee Retention Credit (Details Narrative) - USD ($)	1 Months Ended	12 Months Ended
	Apr. 30, 2022	Dec. 31, 2023	Dec. 31, 2022
Defined Benefit Plan Disclosure [Line Items]
Employee retention credit	$ 229,813		$ 229,813
CARES Employee Retention credit [Member]
Defined Benefit Plan Disclosure [Line Items]
Refundable tax credit		5,000
Payments to employees wages		$ 10,000
CARES Employee Retention credit [Member] | Minimum [Member]
Defined Benefit Plan Disclosure [Line Items]
Tax credit percent		50%
CARES Employee Retention credit [Member] | Maximum [Member]
Defined Benefit Plan Disclosure [Line Items]
Tax credit percent		70%

Schedule of Property And Equipm

Schedule of Property And Equipment (Details) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Property, Plant and Equipment [Line Items]
Total property and equipment	$ 1,112,062	$ 1,133,507
Less accumulated depreciation & amortization	(401,987)	(286,549)
Total property, plant, and equipment, net	710,075	846,958
Lab Equipment [Member]
Property, Plant and Equipment [Line Items]
Total property and equipment	1,013,134	1,034,579
Computer Equipment [Member]
Property, Plant and Equipment [Line Items]
Total property and equipment	30,825	30,825
Furniture and Fixtures [Member]
Property, Plant and Equipment [Line Items]
Total property and equipment	24,316	24,316
Leasehold Improvements [Member]
Property, Plant and Equipment [Line Items]
Total property and equipment	28,855	28,855
Building Improvements [Member]
Property, Plant and Equipment [Line Items]
Total property and equipment	$ 14,932	$ 14,932

Property and Equipment (Details

Property and Equipment (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Property, Plant and Equipment [Abstract]
Depreciation expense	$ 122,010	$ 120,651
Losses on disposal of property and equipment	$ 41,417	$ 7,923

Schedule of Intangible Assets (

Schedule of Intangible Assets (Details) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Finite-Lived Intangible Assets [Line Items]
Gross Amount	$ 305,270	$ 227,707
Accumulated Amortization	15,783	8,140
Impairment of intangible asset	78,606
Net Amount	$ 210,881	$ 219,567
Trademarks [Member]
Finite-Lived Intangible Assets [Line Items]
Estimated Useful Life	Indefinite	Indefinite
Gross Amount	$ 57,474	$ 53,999
Accumulated Amortization
Impairment of intangible asset
Net Amount	57,474	53,999
Patents [Member]
Finite-Lived Intangible Assets [Line Items]
Gross Amount	169,190	108,198
Accumulated Amortization	15,783	8,140
Impairment of intangible asset
Net Amount	$ 153,407	$ 100,058
Estimated Useful Life	17 years	17 years
Licensing Agreements [Member]
Finite-Lived Intangible Assets [Line Items]
Gross Amount	$ 78,606	$ 65,510
Accumulated Amortization
Impairment of intangible asset	78,606
Net Amount		$ 65,510
Estimated Useful Life	17 years	17 years

Intangible Assets (Details Narr

Intangible Assets (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
Amortization expenses of intangible assets	$ 7,643	$ 5,234
Impairment loss	$ 78,606

Schedule of Accrued Expenses (D

Schedule of Accrued Expenses (Details) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Payables and Accruals [Abstract]
Employee payroll and bonuses	$ 207,556	$ 371,010
Vacation	31,074	27,082
Research and development projects	85,767	316,389
Interest		223,792
Professional fees	35,624	24,502
Other	23,647	31,186
Total accrued expenses	$ 383,668	$ 993,961

Schedule of Convertible Notes P

Schedule of Convertible Notes Payable (Details) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Debt Instrument [Line Items]
Convertible notes payable, net		$ 6,600,000
2021 Convertible Note [Member]
Debt Instrument [Line Items]
Convertible notes payable, net		1,000,000
2022 Convertible Note [Member]
Debt Instrument [Line Items]
Convertible notes payable, net		$ 5,600,000

Convertible Debt (Details Narra

Convertible Debt (Details Narrative) - USD ($)		1 Months Ended					12 Months Ended
	Jun. 21, 2023	Jun. 30, 2023	Apr. 30, 2023	Feb. 28, 2023	Jan. 31, 2023	Sep. 30, 2022	Dec. 31, 2023	Dec. 31, 2022	Jan. 05, 2021
Debt Instrument [Line Items]
Issuance of conversion shares							23,432
Conversion of convertible notes payable							$ (9,495,072)
Change in fair value of convertible note							3,630,100	$ 1,250,000
Interest expense							166,019	172,592
Debt issuances costs							$ 0	$ 7,981
2021 Convertible Note [Member]
Debt Instrument [Line Items]
Conversion price per share									$ 48
Debt issuance costs									$ 15,613
2021 Convertible Note [Member] | Series B Preferred Stock [Member]
Debt Instrument [Line Items]
Conversion price per share					$ 48
Accrued interest					$ 124,759
Issuance of conversion shares					23,432
2022 Convertible Note [Member]
Debt Instrument [Line Items]
Maturity date		Sep. 30, 2023	Sep. 30, 2023	Mar. 31, 2023
Accrued interest		$ 265,052
Conversion price				$ 30,000,000
Sale of additional notes		500,000	$ 500,000
Aggregate principal		$ 4,850,000	$ 4,850,000
Converted shares	1,846,020
Conversion of convertible notes payable	$ 9,495,072
Convertible Note Purchase Agreement [Member]
Debt Instrument [Line Items]
Convertible promissory note						$ 4,500,000			2,000,000
Convertible Note Purchase Agreement [Member] | 2021 Convertible Note [Member]
Debt Instrument [Line Items]
Convertible promissory note									$ 1,000,000
Bearing interest, percentage									6%
Convertible Note Purchase Agreement [Member] | 2022 Convertible Note [Member]
Debt Instrument [Line Items]
Convertible promissory note						$ 4,350,000
Bearing interest, percentage						8%
Maturity date						Jan. 13, 2023
Gross proceeds						$ 20,000,000
Debt discount, percentage						30%
Capitalization amount						$ 30,000,000

Stockholders_ Equity (Details N

Stockholders’ Equity (Details Narrative) - $ / shares		6 Months Ended	12 Months Ended
	May 17, 2023	Jun. 30, 2023	Dec. 31, 2023	Jan. 31, 2023	Dec. 31, 2022
Class of Stock [Line Items]
Forward stock split	7.1-for-1 forward stock split	7.1-for-1 forward stock split
Common stock, par value per share			$ 0.0001		$ 0.0001
Common stock shares authorized			100,000,000		100,000,000
Common stock voting rights description			Each share of common stock entitles the holder to one vote on all matters submitted to a vote of the Company’s stockholders and the holders of the Common Stock are entitled to elect one director of the Corporation
Common stock shares reserved for future issuance			1,611,991		1,554,061
Preferred stock shares authorized			1,437,150		1,437,150
Preferred stock, par value per share			$ 0.0001		$ 0.0001
Series B Preferred Stock [Member]
Class of Stock [Line Items]
Original issue price per share of series B preferred stock				$ 43.45
Dividend percentage on series B preferred stock			8%
Original issue price per share of series B preferred stock			$ 43.45
Series B Preferred Stock [Member] | IPO [Member]
Class of Stock [Line Items]
Convertible series B preferred stock shares issued			3,284,553
Series B Preferred Stock [Member] | 2021 Convertible Note [Member]
Class of Stock [Line Items]
Convertible series B preferred stock shares issued				23,432
Original issue price per share of series B preferred stock				$ 48
Series A Preferred Stock [Member]
Class of Stock [Line Items]
Original issue price per share of series B preferred stock				16.25
Dividend percentage on series B preferred stock			8%
Original issue price per share of series B preferred stock			$ 16.25
Series A Preferred Stock [Member] | IPO [Member]
Class of Stock [Line Items]
Convertible series B preferred stock shares issued			1,458,233
Series A-1 convertible preferred stock
Class of Stock [Line Items]
Original issue price per share of series B preferred stock				$ 37.50
Dividend percentage on series B preferred stock			8%
Original issue price per share of series B preferred stock			$ 37.50
Series A-1 convertible preferred stock | IPO [Member]
Class of Stock [Line Items]
Convertible series B preferred stock shares issued			2,964,849
Forward Stock Split [Member]
Class of Stock [Line Items]
Common stock, par value per share	$ 0.01		$ 0.0001
Common stock shares authorized			100,000,000

Schedule of Information about W

Schedule of Information about Warrants Outstanding (Details)	12 Months Ended
	Dec. 31, 2023 $ / shares shares
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Exercise price of warrants	$ 0.48
Warrant [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of warrants outstanding | shares	323,736
Weighted Average Exercise Price, Outstanding	$ 4.75
Number of warrants exercisable | shares	323,736
Weighted Average Exercise Price, Exercisable	$ 4.75
Year 2018 [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Exercise price of warrants	$ 0.48
Year 2018 [Member] | Warrant [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of warrants outstanding | shares	47,890
Weighted Average Remaining Contractual Life, Outstanding	4 years 6 months
Weighted Average Exercise Price, Outstanding	$ 0.48
Number of warrants exercisable | shares	47,890
Weighted Average Remaining Contractual Life, Exercisable	4 years 6 months
Weighted Average Exercise Price, Exercisable	$ 0.48
Year 2019 [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Exercise price of warrants	$ 5.28
Year 2019 [Member] | Warrant [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of warrants outstanding | shares	215,846
Weighted Average Remaining Contractual Life, Outstanding	2 years 4 months 24 days
Weighted Average Exercise Price, Outstanding	$ 5.28
Number of warrants exercisable | shares	215,846
Weighted Average Remaining Contractual Life, Exercisable	2 years 4 months 24 days
Weighted Average Exercise Price, Exercisable	$ 5.28
Year 2023 [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Exercise price of warrants	$ 6.25
Year 2023 [Member] | Warrant [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of warrants outstanding | shares	60,000
Weighted Average Remaining Contractual Life, Outstanding	4 years 8 months 12 days
Weighted Average Exercise Price, Outstanding	$ 6.25
Number of warrants exercisable | shares	60,000
Weighted Average Remaining Contractual Life, Exercisable	4 years 8 months 12 days
Weighted Average Exercise Price, Exercisable	$ 6.25

Warrants (Details Narrative)

Warrants (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Exercise price of warrants per share	$ 0.48
Maturity term	10 years
Common Stock [Member]
Number of warrants issued to purchase common stock	6,745
Warrant [Member]
Fair value of warrants	$ 35,453	$ 70,283
Warrant [Member] | IPO [Member]
Number of warrants issued	11,466
Weighed average exercise price	$ 0.01
Weighted average term	9 years 8 months 12 days

Schedule of Information about O

Schedule of Information about Options Outstanding and Exercisable (Details) - $ / shares	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items]
Number of options exercise price	$ 0.48
Number of options outstanding	1,288,255	1,290,318	1,381,908
Stock Option One [Member]
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items]
Number of options exercise price	$ 0.48
Number of options outstanding	246,137
Weighted Average Remaining Contractual Life, Options outstanding	2 years
Weighted Average Exercise Price, Options outstanding	$ 0.48
Number of options exercisable	246,137
Weighted Average Remaining Contractual Life, Options exercisable	2 years
Weighted Average Exercise Price, Options exercisable	$ 0.48
Stock Option Two [Member]
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items]
Number of options exercise price	$ 0.93
Number of options outstanding	202,040
Weighted Average Remaining Contractual Life, Options outstanding	2 years
Weighted Average Exercise Price, Options outstanding	$ 0.93
Number of options exercisable	202,036
Weighted Average Remaining Contractual Life, Options exercisable	2 years
Weighted Average Exercise Price, Options exercisable	$ 0.93
Stock Option Three [Member]
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items]
Number of options exercise price	$ 1.70
Number of options outstanding	800,078
Weighted Average Remaining Contractual Life, Options outstanding	7 years 3 months 18 days
Weighted Average Exercise Price, Options outstanding	$ 1.70
Number of options exercisable	572,968
Weighted Average Remaining Contractual Life, Options exercisable	7 years
Weighted Average Exercise Price, Options exercisable	$ 1.70
Stock Option Four [Member]
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items]
Number of options exercise price	$ 2.07
Number of options outstanding	40,000
Weighted Average Remaining Contractual Life, Options outstanding	9 years 8 months 12 days
Weighted Average Exercise Price, Options outstanding	$ 2.07
Number of options exercisable	4,167
Weighted Average Remaining Contractual Life, Options exercisable	9 years 8 months 12 days
Weighted Average Exercise Price, Options exercisable	$ 2.07
Equity Option [Member]
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items]
Number of options outstanding	1,288,255	1,290,318
Number of options exercisable	1,025,308

Schedule of Stock Option Activi

Schedule of Stock Option Activity (Details) - $ / shares	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Fair Value Disclosures [Abstract]
Number of Options, Outstanding Beginning	1,290,318	1,381,908
Weighted Average Exercise Price, Outstanding	$ 1.33	$ 1.34
Number of Options, Exercised		(888)
Weighted Average Exercise Price, Exercised		$ 1.70
Number of Options, Forfeited	(42,063)	(90,702)
Weighted Average Exercise Price, Forfeited	$ 0.87	$ 5.91
Number of Options, Granted	40,000
Weighted Average Exercise Price, Granted	$ 2.07
Number of Options, Exercised		888
Number of Options, Outstanding Ending	1,288,255	1,290,318
Weighted Average Exercise Price, Outstanding	$ 1.37	$ 1.33

Schedule of Total Intrinsic Val

Schedule of Total Intrinsic Value (Details) - USD ($)	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Options Outstanding Exercise Price	$ 1.37	$ 1.33	$ 1.34
Options Outstanding	1,288,255	1,290,318	1,381,908
2016 Stock Incentive Plan [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Options Outstanding Value of Stock	$ 0.92
Options Exercisable Value of Stock	0.92
Options Outstanding Exercise Price	0.48
Options Exercisable Exercise Price	0.48
Options Outstanding Intrinsic Value Per Share	0.44
Options Excercisable Intrinsic Value Per Share	$ 0.44
Options Outstanding	246,137
Options Exercisable	246,137
Options Outstanding Intrinsic Value	$ 108,300
Options Exercisable Intrinsic Value	$ 108,300

Schedule of Fair Value Measurem

Schedule of Fair Value Measurements for Assets and Liabilities (Details) - Fair Value, Recurring [Member] - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total	$ 35,453	$ 5,567,283
Common Stock Warrants [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total	35,453	70,283
2022 Convertible Notes [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total		5,600,000
Fair Value, Inputs, Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total
Fair Value, Inputs, Level 1 [Member] | Common Stock Warrants [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total
Fair Value, Inputs, Level 1 [Member] | 2022 Convertible Notes [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total
Fair Value, Inputs, Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total
Fair Value, Inputs, Level 2 [Member] | Common Stock Warrants [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total
Fair Value, Inputs, Level 2 [Member] | 2022 Convertible Notes [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total
Fair Value, Inputs, Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total	35,453	5,670,283
Fair Value, Inputs, Level 3 [Member] | Common Stock Warrants [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total	$ 35,453	70,283
Fair Value, Inputs, Level 3 [Member] | 2022 Convertible Notes [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total		$ 5,600,000

Schedule of Changes in Level 3

Schedule of Changes in Level 3 Instruments Measured on a Recurring Basis (Details) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Changes in fair value of warrants	$ (34,830)	$ (821)
Fair Value, Inputs, Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Balance at December 31, 2022	5,670,283	71,104
Changes in fair value of warrants	(34,830)	(821)
Issuance of 2022 Convertible Notes		4,350,000
Changes in fair value of 2022 Convertible Notes	3,630,100	1,250,000
Conversion of 2022 Convertible Notes	(9,230,100)
Balance at December 31, 2023	$ 35,453	$ 5,670,283

Schedule of Fair Value of Warra

Schedule of Fair Value of Warrants Using Black Scholes Option Pricing Model (Details) - $ / shares	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Fair Value Disclosures [Abstract]
Dividend yield	$ 0.92	$ 1.70
Expected term (years)	4 years 3 months 14 days	5 years
Expected volatility	99%	86%
Risk free interest rate	4%	3%
Dividend yield

Stock Options (Details Narrativ

Stock Options (Details Narrative) - USD ($)	1 Months Ended	12 Months Ended
	Mar. 31, 2023	Dec. 31, 2023	Dec. 31, 2022
Fair Value, Option, Quantitative Disclosures [Line Items]
Stock options granted		40,000
Performance Shares [Member]
Fair Value, Option, Quantitative Disclosures [Line Items]
Performance stock options shares		326,438
Number of stock options outstanding		13,120	13,120
Fair value of stock options		$ 109,551	$ 109,551
General and Administrative Expense [Member]
Fair Value, Option, Quantitative Disclosures [Line Items]
Stock compensation expense		125,555	131,185
Research and Development Expense [Member]
Fair Value, Option, Quantitative Disclosures [Line Items]
Stock compensation expense		$ 25,950	$ 53,280
2023 Stock Incentive Plan [Member] | Performance Shares [Member]
Fair Value, Option, Quantitative Disclosures [Line Items]
Weighted average period		3 years 6 months 29 days
2023 Stock Incentive Plan [Member] | Equity Option [Member]
Fair Value, Option, Quantitative Disclosures [Line Items]
Shares available for future grant		1,960,000
2023 Stock Incentive Plan [Member] | Common Stock [Member]
Fair Value, Option, Quantitative Disclosures [Line Items]
Stock options granted	2,000,000	40,000
Stock options available for grants		1,960,000
2016 Stock Incentive Plan [Member]
Fair Value, Option, Quantitative Disclosures [Line Items]
Performance stock options shares		246,137
2016 Stock Incentive Plan [Member] | Performance Shares [Member]
Fair Value, Option, Quantitative Disclosures [Line Items]
Weighted average period		1 year 3 months 25 days
2016 Stock Incentive Plan [Member] | Equity Option [Member]
Fair Value, Option, Quantitative Disclosures [Line Items]
Shares available for future grant		242,340
2016 Stock Incentive Plan [Member] | Common Stock [Member]
Fair Value, Option, Quantitative Disclosures [Line Items]
Stock options granted		1,248,255
Stock options available for grants		242,340

Schedule of Numerator for Basic

Schedule of Numerator for Basic and Diluted Net Loss Per Share (Details) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Earnings Per Share [Abstract]
Net loss	$ (11,283,781)	$ (10,680,366)
Dividends on preferred stock	(1,355,347)	(2,768,984)
Net loss attributable to common stockholders	$ (12,639,128)	$ (13,449,350)

Schedule of Numerator for Bas_2

Schedule of Numerator for Basic and Diluted Weighted Average Common Stock Outstanding (Details) - shares	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Total, basic	6,924,453	1,055,399
Total, diluted	6,924,453	1,055,399
Common Stock [Member]
Total, basic	6,919,081	1,043,932
Total, diluted	6,919,081	1,043,932
Warrant [Member]
Total, basic	5,372	11,467
Total, diluted	5,372	11,467

Schedule of Net Loss Per Share,

Schedule of Net Loss Per Share, Basic and Diluted (Details) - $ / shares	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Earnings Per Share [Abstract]
Net loss per share, basic	$ (1.83)	$ (12.74)
Net loss per share, diluted	$ (1.83)	$ (12.74)

Schedule of Calculation of Dilu

Schedule of Calculation of Diluted Net Loss Per Share (Details) - shares	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items]
Options to purchase shares of common stock	1,288,255	1,290,318	1,381,908
Total	1,611,991	1,554,061
Warrant [Member]
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items]
Number of options exercisable	323,736	263,743
Equity Option [Member]
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items]
Options to purchase shares of common stock	1,288,255	1,290,318
Number of options exercisable	1,025,308

Schedule of (Benefit) Provision

Schedule of (Benefit) Provision for Income Taxes (Details) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Income Tax Disclosure [Abstract]
Federal
Foreign	17,308
State
Total current	17,308
Foreign
State
Total deferred
Total provision for income taxes	$ 17,308

Schedule of Reconciliation of I

Schedule of Reconciliation of Income Tax (Details) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Income Tax Disclosure [Abstract]
Income taxes using U.S. statutory rate, amount	$ (2,401,761)	$ (2,205,649)
Income taxes using U.S. statutory rate, percent	21%	21%
Debt fair value adjustment, amount	$ 762,321	$ 262,500
Debt fair value adjustment, percent	(6.67%)	(2.50%)
State taxes, net of federal benefit, amount	$ (538,268)	$ (602,211)
State taxes, net of federal benefit, percent	4.71%	5.73%
Research and development tax credit, amount	$ (356,237)	$ (433,674)
Research and development tax credit, percent	3.11%	4.13%
Change in valuation allowance, amount	$ 2,502,918	$ 2,889,667
Change in valuation allowance, percent	(21.88%)	(27.51%)
Other, net, amount	$ 48,335	$ 89,367
Other, net, percent	(0.42%)	(0.85%)
Income tax expenses	$ 17,308
U.S. federal statutory tax rate	(0.15%)

Schedule of Deferred Income Tax

Schedule of Deferred Income Tax Assets and Liabilities (Details) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Deferred tax assets:
Net operating loss carryforwards	$ 8,755,690	$ 7,870,665
Tax credits	2,155,118	1,729,421
Depreciation and amortization	2,372,070	1,189,975
Accrued expenses	89,462	81,876
Other	30,572	28,057
Total deferred tax assets	13,402,912	10,899,994
Deferred tax liabilities:
Depreciation and amortization
Total deferred tax liabilities
Valuation allowance	(13,402,912)	(10,899,994)
Net deferred tax assets

Income Taxes (Details Narrative

Income Taxes (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Operating Loss Carryforwards [Line Items]
Research tax credits	$ (356,237)	$ (433,674)
Domestic Tax Authority [Member]
Operating Loss Carryforwards [Line Items]
Net operating loss carry forwards	32,529,000	29,192,000
Domestic Tax Authority [Member] | Tax Years 2036 Through 2037 [Member]
Operating Loss Carryforwards [Line Items]
Net operating loss carry forwards	1,285,000
Domestic Tax Authority [Member] | No Expiration [Member]
Operating Loss Carryforwards [Line Items]
Net operating loss carry forwards	31,244,000
Domestic Tax Authority [Member] | Tax Years 2039 Through 2043 [Member]
Operating Loss Carryforwards [Line Items]
Research tax credits	1,524,000	1,235,000
State and Local Jurisdiction [Member]
Operating Loss Carryforwards [Line Items]
Research tax credits	466,000	350,000
State and Local Jurisdiction [Member] | Tax Years 2037 Through 2043 [Member]
Operating Loss Carryforwards [Line Items]
Net operating loss carry forwards	32,484,000	29,374,000
State and Local Jurisdiction [Member] | Tax Years 2036 Through 2038 [Member]
Operating Loss Carryforwards [Line Items]
Research tax credits	312,000
Foreign Tax Authority [Member] | Tax Years 2039 Through 2043 [Member]
Operating Loss Carryforwards [Line Items]
Research tax credits	$ 263,000	$ 218,000

Commitments and Contingencies (

Commitments and Contingencies (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Exclusive License Agreement [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Capitalized License agreement amount	$ 13,096	$ 65,510

Schedule of Future Minimum Paym

Schedule of Future Minimum Payments Under Non-cancelable Operating Leases (Details)	Dec. 31, 2023 USD ($)
Operating Leases
2024	$ 338,254
2025	279,475
2026	206,423
2027	74,273
2028
Thereafter
Total future undiscounted lease payments	898,424
Less interest	(53,246)
Present value of minimum lease payments	$ 845,178

Schedule of Future Minimum Pa_2

Schedule of Future Minimum Payments Under Finance Leases (Details)	Dec. 31, 2023 USD ($)
Operating Leases
2024	$ 17,740
2025	17,740
2026	10,349
2027
Thereafter
Total future undiscounted lease payments	45,829
Less interest	(5,060)
Present value of minimum lease payments	$ 40,769

Operating Leases (Details Narra

Operating Leases (Details Narrative) - USD ($)	1 Months Ended		12 Months Ended
	Sep. 30, 2021	May 31, 2021	Dec. 31, 2023	Dec. 31, 2020	Dec. 31, 2019
Operating lease rental expense			$ 338,856
Operating lease term			2 years 10 months 24 days
Operating lease discount rate			4.25%
Finance lease monthly payments			$ 1,478
Finance lease term			3 years
Finance lease remaining lease term			2 years 9 months 18 days
Finance lease discount rate			9.60%
Finance lease expense			$ 6,450
Interest expense			$ 1,707
Branford. CT [Member]
Lease payments				$ 13,033
Groton. CT [Member]
Lease payments	$ 6,824	$ 4,234
Lease term		1 year
Lease term renewal		3 years
CANADA
Lease payments					$ 5,221
Lease term					1 year
Lease term renewal					1 year

Retirement Plan (Details Narrat

Retirement Plan (Details Narrative) - USD ($)		12 Months Ended
	Jan. 01, 2019	Dec. 31, 2023	Dec. 31, 2022
Retirement Benefits [Abstract]
Retirement plan general information	the Company sponsors a 401(k) plan that covers substantially all employees. In order to be eligible to participate, an employee must complete two consecutive months of service and work a minimum of two hundred and fifty hours or work 1,000 hours in their first year of service. Employees may make pre-tax deferrals upon meeting the Plan eligibility requirements. Effective January 1, 2020, the Plan was transitioned to a safe harbor plan in which highly compensated employees are not eligible for matching contributions and non-highly compensated employees earn 100% match on first 3% contributed and 50% on the next 2% contributed.
Employer contribution		$ 11,803	$ 23,466

Related Parties (Details Narrat

Related Parties (Details Narrative) - USD ($)		1 Months Ended	12 Months Ended
	Jun. 21, 2023	Sep. 30, 2022	Dec. 31, 2023	Dec. 31, 2022	Jan. 05, 2021
Related Party Transaction [Line Items]
Revenues from related party			$ 686,000	$ 284,000
Stock issued during conversion			$ 9,495,072
Common Stock [Member]
Related Party Transaction [Line Items]
Stock issued during conversion			1,846,020
Stock issued during conversion			$ 185
2022 Convertible Note [Member]
Related Party Transaction [Line Items]
Stock issued during conversion	$ (9,495,072)
Convertible Note Purchase Agreement [Member]
Related Party Transaction [Line Items]
Convertible promissory note		$ 4,500,000			$ 2,000,000
Convertible Note Purchase Agreement [Member] | 2022 Convertible Note [Member]
Related Party Transaction [Line Items]
Convertible promissory note		$ 4,350,000
2022 Convertible Note [Member] | Common Stock [Member] | Investor [Member]
Related Party Transaction [Line Items]
Stock issued during conversion		1,697,490
Stock issued during conversion		$ 4,243,726
Related Party [Member]
Related Party Transaction [Line Items]
Revenues from related party			686,000	284,000
Contract liabilities due from related party			0	156,000
Related Party [Member] | Accounts Receivable [Member]
Related Party Transaction [Line Items]
Accounts receivable due from related party			$ 90,000	$ 175,000
Investor [Member] | Convertible Note Purchase Agreement [Member] | 2022 Convertible Note [Member]
Related Party Transaction [Line Items]
Convertible promissory note		$ 4,000,000

Subsequent Events (Details Narr

Subsequent Events (Details Narrative) - USD ($)		12 Months Ended
	Feb. 15, 2024	Dec. 31, 2023	Dec. 31, 2022
Subsequent Event [Line Items]
Net proceeds from issuance of public offering		$ 5,991,359
Exercise price of warrants		$ 0.48
Warrants term		10 years
Common Stock [Member]
Subsequent Event [Line Items]
Number of shares purchased		1,500,000
Subsequent Event [Member] | Over-Allotment Option [Member] | Underwriter [Member]
Subsequent Event [Line Items]
Warrants to purchase of common shares	666,680
Exercise price of warrants	$ 0.375
Warrants term	5 years
Subsequent Event [Member] | Common Stock [Member]
Subsequent Event [Line Items]
Number of shares purchased	16,667,000
Public offering price per share	$ 0.30
Gross proceeds from public offering	$ 5,000,000
Subsequent Event [Member] | Common Stock [Member] | Over-Allotment Option [Member]
Subsequent Event [Line Items]
Net proceeds from issuance of public offering	$ 4,400,000
Subsequent Event [Member] | Common Stock [Member] | Over-Allotment Option [Member] | Underwriter [Member]
Subsequent Event [Line Items]
Number of shares purchased	2,500,000
Public offering price per share	$ 0.30