Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Sep. 30, 2022 | Nov. 04, 2022 | |
Document Information Line Items | ||
Entity Registrant Name | Bluejay Diagnostics, Inc. | |
Trading Symbol | BJDX | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --12-31 | |
Entity Common Stock, Shares Outstanding | 20,152,344 | |
Amendment Flag | false | |
Entity Central Index Key | 0001704287 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Document Period End Date | Sep. 30, 2022 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q3 | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Shell Company | false | |
Entity Ex Transition Period | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 001-41031 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 47-3552922 | |
Entity Address, Address Line One | 360 Massachusetts Avenue | |
Entity Address, Address Line Two | Suite 203 | |
Entity Address, City or Town | Acton | |
Entity Address, State or Province | MA | |
Entity Address, Postal Zip Code | 01720 | |
City Area Code | (844) | |
Local Phone Number | 327-7078 | |
Entity Interactive Data Current | Yes | |
Title of 12(b) Security | Common Stock | |
Security Exchange Name | NASDAQ |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 13,289,365 | $ 19,047,778 |
Prepaid expenses and other current assets | 646,894 | 1,612,708 |
Total current assets | 13,936,259 | 20,660,486 |
Property and equipment, net | 1,238,352 | 337,366 |
Operating lease right-of-use assets | 497,618 | |
Other non-current assets | 33,479 | 21,019 |
Total assets | 15,705,708 | 21,018,871 |
Current liabilities: | ||
Accounts payable | 443,035 | 295,778 |
Accrued expenses | 1,079,665 | 341,384 |
Total current liabilities | 1,522,700 | 637,162 |
Non-current liabilities: | ||
Operating lease liability, non-current | 356,523 | |
Other non-current liabilities | 15,420 | |
Total liabilities | 1,894,643 | 637,162 |
Commitments and Contingencies (See Note 9) | ||
Stockholders’ equity | ||
Common stock, $0.0001 par value; 30,000,000 shares authorized; 20,152,344 and 20,112,244 shares issued and outstanding at September 30, 2022 and December 31, 2021, respectively | 2,015 | 2,011 |
Additional paid-in capital | 28,419,898 | 28,074,484 |
Accumulated deficit | (14,610,848) | (7,694,786) |
Total stockholders’ equity | 13,811,065 | 20,381,709 |
Total liabilities, redeemable and stockholders’ equity | $ 15,705,708 | $ 21,018,871 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parentheticals) - $ / shares | Sep. 30, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 30,000,000 | 30,000,000 |
Common stock, shares issued | 20,152,344 | 20,112,244 |
Common stock, shares outstanding | 20,152,344 | 20,112,244 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Income Statement [Abstract] | ||||
Revenue | $ 249,040 | |||
Cost of sales | 200,129 | |||
Gross profit | 48,911 | |||
Operating expenses: | ||||
Research and development | 1,379,665 | 442,527 | 2,830,705 | 692,702 |
General and administrative | 1,284,411 | 445,050 | 3,801,226 | 974,791 |
Sales and marketing | 146,102 | 70,411 | 281,144 | 189,765 |
Total operating expenses | 2,810,178 | 957,988 | 6,913,075 | 1,857,258 |
Operating loss | (2,810,178) | (957,988) | (6,864,164) | (1,857,258) |
Other income (expenses): | ||||
Interest income (expense), net of amortization of premium | (237,429) | (269,545) | ||
Grant income | 75,000 | |||
Impairment of property and equipment | (210,117) | (210,117) | ||
Other income, net | 60,406 | 2,036 | 163,587 | 24,001 |
Total other expenses, net | (149,711) | (235,393) | (46,530) | (170,544) |
Net loss | $ (2,959,889) | $ (1,193,381) | $ (6,910,694) | $ (2,027,802) |
Net loss per share - Basic and diluted (in Dollars per share) | $ (0.15) | $ (0.11) | $ (0.34) | $ (0.32) |
Weighted average common shares outstanding: | ||||
Basic and diluted (in Shares) | 20,152,344 | 10,491,978 | 20,148,908 | 6,321,493 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Operations (Unaudited) (Parentheticals) - $ / shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Income Statement [Abstract] | ||||
Net loss per share - Basic and diluted (in Dollars per share) | $ (0.15) | $ (0.11) | $ (0.34) | $ (0.32) |
Basic and diluted (in Shares) | 20,152,344 | 10,491,978 | 20,148,908 | 6,321,493 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Changes in Redeemable Preferred Stock and Stockholders’ Equity (Deficit) (Unaudited) - USD ($) | Series A Redeemable, Convertible Preferred Stock | Series B Redeemable, Convertible Preferred Stock | Series C Redeemable, Convertible Preferred Stock | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Total |
Balance at Dec. 31, 2020 | $ 1,077,303 | $ 1,800,347 | $ 1,000,465 | $ 315 | $ (4,206,488) | $ (4,206,173) | |
Balance (in Shares) at Dec. 31, 2020 | 10,600 | 5,187 | 636 | 3,147,200 | |||
Accretion of redeemable, convertible preferred stock to redemption value | $ 44,347 | $ 20,396 | $ 11,977 | (76,720) | (76,720) | ||
Stock-based compensation expense | 164 | 164 | |||||
Fair value of warrants issued for service | 180,339 | 180,339 | |||||
Net loss | (194,188) | (194,188) | |||||
Balance at Mar. 31, 2021 | $ 1,121,650 | $ 1,820,743 | $ 1,012,442 | $ 315 | 103,783 | (4,400,676) | (4,296,578) |
Balance (in Shares) at Mar. 31, 2021 | 10,600 | 5,187 | 636 | 3,147,200 | |||
Balance at Dec. 31, 2020 | $ 1,077,303 | $ 1,800,347 | $ 1,000,465 | $ 315 | (4,206,488) | (4,206,173) | |
Balance (in Shares) at Dec. 31, 2020 | 10,600 | 5,187 | 636 | 3,147,200 | |||
Net loss | (2,027,802) | ||||||
Balance at Sep. 30, 2021 | $ 1,054 | 5,152,314 | (6,234,290) | (1,080,922) | |||
Balance (in Shares) at Sep. 30, 2021 | 10,534,265 | ||||||
Balance at Mar. 31, 2021 | $ 1,121,650 | $ 1,820,743 | $ 1,012,442 | $ 315 | 103,783 | (4,400,676) | (4,296,578) |
Balance (in Shares) at Mar. 31, 2021 | 10,600 | 5,187 | 636 | 3,147,200 | |||
Accretion of redeemable, convertible preferred stock to redemption value | $ 29,565 | $ 13,598 | $ 7,984 | (51,147) | (51,147) | ||
Stock-based compensation expense | 155 | 155 | |||||
Conversion of redeemable, convertible preferred stock into common stock | $ (1,151,215) | $ (1,834,341) | $ (1,020,426) | $ 258 | 4,005,724 | 4,005,982 | |
Conversion of redeemable, convertible preferred stock into common stock (in Shares) | (10,600) | (5,187) | (636) | 2,584,323 | |||
Exercise of common stock Series B Warrants | $ 417 | 131,966 | 132,383 | ||||
Exercise of common stock Series B Warrants (in Shares) | 4,166,357 | ||||||
Conversion of Amended 2017 Convertible Notes | $ 58 | 579,942 | 580,000 | ||||
Conversion of Amended 2017 Convertible Notes (in Shares) | 580,000 | ||||||
Reclassification of Series B Warrants | 145,953 | 145,953 | |||||
Net loss | (640,233) | 640,233 | |||||
Balance at Jun. 30, 2021 | $ 1,048 | 4,916,376 | (5,040,909) | 123,485 | |||
Balance (in Shares) at Jun. 30, 2021 | 10,477,880 | ||||||
Stock-based compensation expense | 46,505 | 46,505 | |||||
Stock-based compensation expense (in Shares) | |||||||
Fair value of warrants issued to placement agent in relation to the Convertible debentures | 166,816 | 166,816 | |||||
Issuance of common stock from exercise of employee stock options | $ 6 | 22,617 | 22,623 | ||||
Issuance of common stock from exercise of employee stock options (in Shares) | 56,385 | ||||||
Net loss | (1,193,381) | (1,193,381) | |||||
Balance at Sep. 30, 2021 | $ 1,054 | 5,152,314 | (6,234,290) | (1,080,922) | |||
Balance (in Shares) at Sep. 30, 2021 | 10,534,265 | ||||||
Balance at Dec. 31, 2021 | $ 2,011 | 28,074,484 | (7,694,786) | 20,381,709 | |||
Balance (in Shares) at Dec. 31, 2021 | 20,112,244 | ||||||
Impact of adoption of ASC 842 | (5,368) | (5,368) | |||||
Stock-based compensation expense | 126,086 | 126,086 | |||||
Exercise of common stock Series B Warrants | $ 4 | (4) | |||||
Exercise of common stock Series B Warrants (in Shares) | 39,000 | ||||||
Net loss | (2,013,403) | (2,013,403) | |||||
Balance at Mar. 31, 2022 | $ 2,015 | 28,200,566 | (9,713,557) | 18,489,024 | |||
Balance (in Shares) at Mar. 31, 2022 | 20,151,244 | ||||||
Balance at Dec. 31, 2021 | $ 2,011 | 28,074,484 | (7,694,786) | 20,381,709 | |||
Balance (in Shares) at Dec. 31, 2021 | 20,112,244 | ||||||
Net loss | (6,910,694) | ||||||
Balance at Sep. 30, 2022 | $ 2,015 | 28,419,898 | (14,610,848) | 13,811,065 | |||
Balance (in Shares) at Sep. 30, 2022 | 20,152,344 | ||||||
Balance at Mar. 31, 2022 | $ 2,015 | 28,200,566 | (9,713,557) | 18,489,024 | |||
Balance (in Shares) at Mar. 31, 2022 | 20,151,244 | ||||||
Stock-based compensation expense | 106,114 | 106,114 | |||||
Exercise of common stock Series B Warrants | |||||||
Exercise of common stock Series B Warrants (in Shares) | 1,100 | ||||||
Net loss | (1,937,402) | (1,937,402) | |||||
Balance at Jun. 30, 2022 | $ 2,015 | 28,306,680 | (11,650,959) | 16,657,736 | |||
Balance (in Shares) at Jun. 30, 2022 | 20,152,344 | ||||||
Stock-based compensation expense | 113,218 | 113,218 | |||||
Net loss | (2,959,889) | (2,959,889) | |||||
Balance at Sep. 30, 2022 | $ 2,015 | $ 28,419,898 | $ (14,610,848) | $ 13,811,065 | |||
Balance (in Shares) at Sep. 30, 2022 | 20,152,344 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net Loss | $ (6,910,694) | $ (2,027,802) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation expense | 125,916 | 106,507 |
Stock-based compensation expense | 345,418 | 46,824 |
Amortization of right-of-use asset | 111,527 | |
Impairment of property and equipment | 210,117 | |
Gain on forgiveness of note payable, Paycheck Protection Program | (5,000) | |
Non-cash interest expense | 164,846 | |
Gain on revaluation of derivative warrant liability | (9,676) | |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other current assets | 965,814 | (305,574) |
Other non-current assets | (12,460) | |
Accounts payable | (81,067) | (85,016) |
Due to related party | (2,000) | (10,000) |
Accrued expenses and other current liabilities | 450,079 | 281,169 |
Net cash used in operating activities | (4,797,350) | (1,843,722) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchase of property and equipment | (961,063) | (6,214) |
Net cash used in investing activities | (961,063) | (6,214) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Payments of deferred offering costs | (393,451) | |
Payments of principal on notes payable | (289,617) | |
Payments of convertible debenture issuance costs | (562,842) | |
Proceeds from issuance of convertible debentures | 4,500,000 | |
Payments on note payable, Paycheck Protection Program | (9,000) | |
Proceeds from exercise of stock options | 22,623 | |
Net cash provided by financing activities | 3,267,713 | |
Decrease in cash and cash equivalents | (5,758,413) | 1,417,777 |
Cash and cash equivalents, beginning of period | 19,047,778 | 912,361 |
Cash and cash equivalents, end of period | 13,289,365 | 2,330,138 |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION AND NON-CASH FINANCING ACTIVITIES | ||
Interest paid | 38,961 | |
Exercise of warrants through debt principal conversion | 132,383 | |
Conversion of preferred stock into common stock | 4,005,982 | |
Conversion of amended 2017 convertible notes | 580,000 | |
Reclassification of derivative warrant liability into additional paid-in capital | 145,953 | |
Fair value of warrants issued to placement agent in relation to the Convertible debentures | 166,816 | |
Fair value of warrants for common stock issued for services | 180,339 | |
Offering costs included in accounts payable and accrued expenses | 91,483 | |
Unpaid capital expenditures | 228,324 | |
Reclassification of goods previously classified as inventory to property and equipment | 615,313 | |
Series A redeemable, convertible preferred stock | ||
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION AND NON-CASH FINANCING ACTIVITIES | ||
Accretion of Series redeemable, convertible preferred stock dividend | 17,667 | |
Accretion of Series redeemable, convertible preferred stock issuance costs and fair value adjustment | 56,245 | |
Series B redeemable, convertible preferred stock | ||
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION AND NON-CASH FINANCING ACTIVITIES | ||
Accretion of Series redeemable, convertible preferred stock dividend | 31,258 | |
Accretion of Series redeemable, convertible preferred stock issuance costs | 2,736 | |
Series C redeemable, convertible preferred stock | ||
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION AND NON-CASH FINANCING ACTIVITIES | ||
Accretion of Series redeemable, convertible preferred stock dividend | 16,727 | |
Accretion of Series redeemable, convertible preferred stock issuance costs | $ 3,234 |
Nature of Operations and Basis
Nature of Operations and Basis of Presentation | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
NATURE OF OPERATIONS AND BASIS OF PRESENTATION | 1. NATURE OF OPERATIONS AND BASIS OF PRESENTATION Business Bluejay Diagnostics, Inc. (the “Company”), which commenced its activities on March 20, 2015, is incorporated under the laws of the State of Delaware. The Company is a medical diagnostic company focused on developing cost efficient, rapid, near patient tests for triage and monitoring of disease progression. The Company is utilizing the Symphony technology platform and Symphony IL-6 test licensed from Toray Industries, Inc. of Japan (see Note 3). The Company is also developing biomarkers for detection of other diseases such as hsTNT/I for myocardial injury and NT-proBNP for cardiac heart failure. On June 4, 2021, the Company formed Bluejay Spinco, LLC, (“SpinCo”) a wholly owned subsidiary of the Company, for purposes of further development of the Company’s ALLEREYE diagnostic test. ALLEREYE received clearance by the U.S. Food and Drug Administration (the “FDA”) in October 2017 as a point-of-care device offering healthcare providers a cost effective, reliable, easy to use solution for diagnosing Allergic Conjunctivitis. Risks and Uncertainties The Company is subject to a number of risks similar to other companies in its industry, including rapid technological change, competition from larger biotechnology companies and dependence on key personnel. The Company is also impacted by inflationary pressures and global supply chain disruptions currently impacting many companies. Liquidity Since its inception, the Company has devoted substantially all of its efforts to business planning, research and development, and raising capital. Successful transition from a pre-revenue company to attaining profitable operations is dependent upon achieving a level of revenues adequate to support the Company’s cost structure. As of September 30, 2022, the Company had $13.3 million in cash and cash equivalents. The Company believes it has sufficient cash to fund its operations for at least the next 12 months from the issuance of these financial statements. The Company has experienced net losses and negative cash flows from operating activities since its inception and has an accumulated deficit of $15.2 million as of September 30, 2022. The Company expects net losses to continue in the near-term and plans to raise additional capital in the future in order to fully execute its business plan, though there is no assurance that the Company will be able to raise such additional capital. Basis of Presentation The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in conformity with generally accepted accounting principles in the United States (“US GAAP”) consistent with those applied in, and should be read in conjunction with, the Company’s audited financial statements and related footnotes for the year ended December 31, 2021 included in the Company’s Annual Report on Form 10-K. The unaudited condensed consolidated financial statements reflect all adjustments, which include only normal recurring adjustments, necessary for the fair presentation of the Company’s financial position as of September 30, 2022, its results of operations and cash flows for the nine months ended September 30, 2022 and 2021, in accordance with US GAAP. The unaudited condensed consolidated financial statements do not include all of the information and footnotes required by US GAAP for complete financial statements, as allowed by the relevant U.S. Securities and Exchange Commission (“SEC”) rules and regulations; however, the Company believes that its disclosures are adequate to ensure that the information presented is not misleading. The condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiary. All intercompany balances and transactions have been eliminated in consolidation. The results for the nine months ended September 30, 2022 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2022, or any other interim period within this fiscal year. On June 7, 2021, the Company’s Board of Directors declared a stock dividend of 2.15 shares of common stock for every share of common stock. This stock dividend was deemed a large stock dividend and was treated as a 1-for-3.15 stock split (“Stock Split”). The common stock shares and per share amounts (other than authorized shares) in these consolidated financial statements and related notes have been retroactively restated to reflect the stock dividend for all periods presented. |
Significant Accounting Policies
Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
SIGNIFICANT ACCOUNTING POLICIES | 2. During the nine months ended September 30, 2022, there were no changes to the significant accounting policies as described in the 2021 Audited Financial Statements with the exception of the addition of significant account policies related to revenue, inventory and leases. Use of estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts and disclosures reported in these condensed consolidated financial statements and accompanying notes. Actual results could differ materially from those estimates. The Company believes judgment is involved in accounting for the fair value-based measurement of stock-based compensation, accruals, convertible notes and warrants. The Company evaluates its estimates and assumptions as facts and circumstances dictate. As future events and their effects cannot be determined with precision, actual results could differ from these estimates and assumptions, and those differences could be material to the condensed consolidated financial statements. Revenue Recognition The Company recognizes revenue under the core principles of depicting the transfer of control to the Company’s customers in an amount reflecting the consideration to which the Company expected to be entitled. In order to achieve that core principle, the Company applies the following five step approach: (1) identify the contract with a customer, (2) identify the performance obligations in that contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract, and (5) recognize revenue when a performance obligation is satisfied. The Company recognizes revenue when performance obligations under the terms of the contract with the customer are satisfied and are recognized at a point in time, which is also when control is transferred. When the Company performs shipping and handling activities after the transfer of control to the customer (e.g. when control transfers prior to delivery), they are considered fulfillment activities and, accordingly, the costs are accrued for when the related revenue is recognized. Sales tax and valued added taxes collected from the customers relating to product sales and remitted to governmental authorities are excluded from revenues. Leases Effective January 1, 2022, the Company adopted ASC 842, Leases The Company has arrangements involving the lease of facilities. Under ASC 842, at inception of the arrangement, the Company determines whether the contract is or contains a lease and whether the lease should be classified as an operating or a financing lease. This determination, among other considerations, involves an assessment of whether the Company can control the underlying asset and have the right to obtain substantially all to the economic benefits or outputs from the asset. The Company recognizes right-of-use (“ROU”) assets and lease liabilities as of the lease commencement date based on the net present value of the future minimum lease payments over the lease term. ASC 842 requires the leases to use the rate implicit in the lease unless it is not readily determinable and then it may use its incremental borrowing rate (“IBR”) to discount the future minimum lease payments. Most of the Company’s leases do not provide an implicit rate; therefore, the Company uses its IBR to discount the future minimum lease payments. The Company determines its IBR with its credit rating and other economic information available as of the commencement date, as well as the identified lease term. During the assessment of the lease term, the Company considers its renewal options and extensions within the arrangements and the Company includes these options when it’s reasonably certain to extend the term of the lease. The Company leases include both lease and non-lease components. Consideration is allocated to the lease and non-lease components based on estimated standalone prices. The Company has elected to exclude non-lease components from the calculation of its ROU assets and lease liabilities. The Company has lease arrangements that contain incentives for tenant improvements as well as fixed rent escalation clauses. For contracts with tenant improvement incentives that are determined to be leasehold improvements and the Company is reasonably certain to exercise, it records a reduction to the lease liability and amortizes the incentive over the identified term of the lease as a reduction to rent expense. The Company records rental expense on a straight-line basis over the identified lease term on contracts with rent escalation clauses. Finance leases are not material to the Company’s consolidated financial statements. Inventory Inventories, which are mainly comprised of finished goods, are valued at the lower of cost or net realizable value, with the cost being determined on a weighted-average basis. The cost of finished goods consists mainly of purchase price, freight, and custom duties. Net realizable value is the estimated selling price in the ordinary course of business, less any applicable selling costs. During the third quarter of 2022, the Company capitalized into fixed assets approximately $600,000 of goods previously classified as inventory to support its expanded clinical trial programs and product development activities. Stock-based compensation Share-based compensation expense for all share-based payment awards made to employees, directors and non-employees is measured based on the grant-date fair value of the award. Share-based compensation expense for awards granted to non-employees is determined using the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measured. The Company uses the Black-Scholes option pricing model to determine the fair value of options granted. The Company recognizes the compensation cost of share-based awards on a straight-line basis over the requisite service period. For stock awards for which vesting is subject to performance-based milestones, the expense is recorded over the implied service period after the point when the achievement of the milestone is probable, or the performance condition has been achieved. The Company recognizes forfeitures related to employee share-based payments when they occur. Forfeited options are recorded as a reduction to stock compensation expense. Research and development expenses Costs incurred in the research and development of new products are expensed as incurred. Research and development costs include, but are not limited to, salaries, benefits, stock-based compensation, laboratory supplies, fees for professional service providers and costs associated with product development efforts, including preclinical studies and clinical trials. The Company estimates preclinical study and clinical trial expenses based on the services performed, pursuant to contracts with research institutions and clinical research organizations that conduct and manage preclinical studies and clinical trials on its behalf. Segment Reporting Management has determined that the Company has one operating segment, which is consistent with the Company structure and how it manages the business. As of September 30, 2022 and December 31, 2021, all of the Company’s assets were located in the United States. Net Loss per Share Basic net loss per share is computed by dividing the net loss by the weighted-average number of shares of common stock outstanding for the period, without consideration for potentially dilutive securities. Diluted net loss per share is computed by dividing the net loss by the weighted average number of shares of common stock and dilutive common stock equivalents outstanding for the period determined using the treasury stock and if-converted methods. Dilutive common stock equivalents are comprised of convertible preferred stock, convertible notes, options outstanding under the Company’s stock option plan and warrants. For all periods presented, there is no difference in the number of shares used to calculate basic and diluted shares outstanding as inclusion of the potentially dilutive securities would be antidilutive. Potentially dilutive securities not included in the calculation of diluted net loss per share because to do so would be anti -dilutive are as follows (in common stock equivalent shares): September 30 2022 2021 Convertible debentures - 4,500,000 Options to purchase common stock 787,779 509,441 Warrants for common stock 811,882 1,255,775 Class A warrants for common stock 2,484,000 - Class B warrants for common stock 75,400 - Recently Adopted Accounting Standards In February 2016, the Financial Accounting Standards Board (“FASB”) issued ASU 2016-02, Leases. |
License and Supply Agreement wi
License and Supply Agreement with Toray Industries | 9 Months Ended |
Sep. 30, 2022 | |
License and Supply Agreement with Toray Industries [Abstract] | |
LICENSE AND SUPPLY AGREEMENT WITH TORAY INDUSTRIES | 3. LICENSE AND SUPPLY AGREEMENT WITH TORAY INDUSTRIES On October 6, 2020, the Company entered into a license and supply agreement (“Toray Agreement”) with Toray Industries, Inc. (“Toray”). Under the Toray Agreement, the Company received the exclusive license to make and distribute protein detection cartridges that has a function of automatic stepwise feeding of reagents (“Toray Cartridges”) outside of Japan. In exchange for the license, the Company committed to make two payments of $120,000 each. The first payment was made in January 2021, and the second payment was made in October 2021. In addition, following the first sale of Toray Cartridges after regulatory approval, the Company will also make royalty payments to Toray equal to 15% of the net sales of the Toray Cartridges for the period that any underlying patents exist or for five years after the first sale. Following the first sale after obtaining regulatory approval, the Company will pay a one-time minimum royalty of $60,000, which shall be creditable against any royalties owed to Toray in such calendar year. The Company will pay a minimum royalty of $100,000 in each year thereafter, which are creditable against any royalties owed to Toray in such calendar year. There were no sales of, or revenues from, the Toray Cartridges during the three or nine months ended September 30, 2022 and 2021. At September 30, 2022 and December 31, 2021, no amounts were accrued related to the Toray Agreement. |
Warrants
Warrants | 9 Months Ended |
Sep. 30, 2022 | |
Warrants [Abstract] | |
WARRANTS | 4. WARRANTS The following table summarizes information with regard to warrants outstanding at September 30, 2022: Shares Exercisable for Weighted Weighted Common Stock Warrants 811,882 Common Stock $ 3.24 3.3 Class A Warrants 2,484,000 Common Stock $ 7.00 4.1 Class B Warrants 75,400 Common Stock $ 10.00 4.1 No warrants were issued during the nine months ended September 30, 2022. Class A Warrants and Class B Warrants In conjunction with the Company’s IPO, the Company issued 2,160,000 Class A Warrants and 2,160,000 Class B Warrants. Additionally, the underwriter of the IPO exercised their overallotment option, solely with respect to the Class A Warrants and Class B Warrants, shortly after the IPO date resulting in an additional issuance of 324,000 Class A Warrants and 324,000 Class B Warrants. From the net IPO proceeds, $5,164,751 and $7,323,161, respectively, were apportioned to the Class A Warrants and Class B Warrants. Class A Warrants entitle the holder to purchase one share of common stock at an exercise price of $7.00 per share. As of September 30, 2022 all Class A Warrants were outstanding. Class B Warrants entitle the holder to purchase one share of common stock at an exercise price of $10.00 per share. Holders of Class B Warrants may also exercise such warrants on a “cashless” basis, as the necessary conditions to meet the cashless provisions were realized immediately after the IPO. During the fourth quarter of 2021, 2,368,500 Class B Warrants were exercised, all on a cashless basis. During 2022, 40,100 Class B Warrants have been exercised, all on a cashless basis. The total intrinsic value of the Class B Warrants exercised during the nine months ended September 30, 2022 was approximately $80,000. As of September 30, 2022, 75,400 Class B Warrants were outstanding. |
Stock Compensation
Stock Compensation | 9 Months Ended |
Sep. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
STOCK COMPENSATION | 5. STOCK COMPENSATION Stock Incentive Plans In 2018, the Company adopted the 2018 Stock Incentive Plan (the “2018 Plan”) for employees, consultants, and directors. The 2018 Plan, which is administered by the Board of Directors, permits the Company to grant incentive and nonqualified stock options for the purchase of common stock, and restricted stock awards. The maximum number of shares reserved for issuance under the 2018 Plan is 629,440. At September 30, 2022, there were 262,269 shares available for grant under the 2018 Plan. On July 6, 2021, the Company’s board of directors and stockholders approved and adopted the Bluejay Diagnostics, Inc. 2021 Stock Plan (the “2021 Plan”). A total of 1,960,000 shares of common stock were approved to be initially reserved for issuance under the 2021 Stock Plan. At September 30, 2022, there were 1,349,721 shares available for grant under the 2021 Plan. Stock Award Activity The following table summarizes the status of the Company’s non-vested restricted stock awards for the nine months ended September 30, 2022: Non-vested Number of Weighted Outstanding at December 31, 2021 - $ - Granted 105,000 1.29 Vested - - Forfeited (30,000 ) 1.29 Outstanding at September 30, 2022 75,000 $ 1.29 The following is a summary of stock option activity for the nine months ended September 30, 2022: Number of Weighted Weighted Aggregate Outstanding at December 31, 2021 589,786 $ 1.86 8.3 $ 605,187 Granted 226,279 1.84 Exercised - Cancelled and forfeited (28,286 ) 2.20 Outstanding at September 30, 2022 787,779 $ 1.84 8.0 $ 82,655 Exercisable at September 30, 2022 406,645 $ 1.51 7.2 $ 82,655 The weighted average grant date fair value of options granted during the nine months ended September 30, 2022 was $1.45 per share. The Company calculated the grant-date fair value of stock option awards granted during the nine months ended September 30, 2022 and 2021 using the Black-Scholes model with the following assumptions: Nine Months Ended 2022 2021 Risk-free interest rate 1.58% – 3.06% 0.78% - 1.33% Expected dividend yield 0.00% 0.00% Volatility factor 102.03% -140.40% 88.60% - 106.00% Expected life of option (in years) 5.37 – 6.00 5.00 – 6.00 Stock-Based Compensation Expense For the three and nine months ended September 30, 2022 and 2021, the Company recorded stock-based compensation expense as follows: Three Months Ended Nine Months Ended 2022 2021 2022 2021 Research and development $ 20,528 $ 27,477 $ 54,231 $ 27,477 General and administrative 92,531 7,427 290,397 7,747 Sales and marketing 160 11,600 790 11,600 Total stock-based compensation $ 113,219 $ 46,504 $ 345,418 $ 46,824 At September 30, 2022, there was approximately $198,897 of unrecognized compensation expense related to non-vested stock option awards that are expected to be recognized over a weighted-average period of 1.9 years. At September 30, 2022, there was approximately $78,536 of unrecognized compensation expense related to non-vested restricted stock awards that are expected to be recognized over a weighted-average period of 2.3 years. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2022 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | 6. RELATED PARTY TRANSACTIONS NanoHybrids, LLC In December 2021, the Company entered into an agreement with NanoHybrids, LLC (“NanoHybrids”) to utilize the Company’s research and development staff and laboratory facility when available to perform work for NanoHybrids. Any hours worked by Company employees for NanoHybrids is billed to NanoHybrids at a bill rate of the respective employee’s fully burdened personnel cost plus 10%. NanoHybrids is wholly owned by the Company’s Chief Technology Officer. The table below summarizes the amounts earned and due from NanoHybrids as of and for the three and nine month periods’ ended September 30, 2022 and 2021 and balances due as of September 30, 2022 and December 31, 2021: Three Months Ended Nine Months Ended 2022 2021 2022 2021 Income from NanoHybrids included in Other Income $ 42,649 $ - $ 118,575 $ - Cash receipts from NanoHybrids $ 35,040 $ - $ 75,926 $ - As of September 30, December 31, Amounts receivable from NanoHybrids included in Prepaids and Other Current Assets $ 42,649 $ - Toray Industries, Inc. In June 2022, the Company sold five Symphony analyzers to our business partner, Toray, for $249,040, all of which was paid in June 2022. Future sales to Toray are not currently anticipated. |
Property and Equipment
Property and Equipment | 9 Months Ended |
Sep. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | 7. PROPERTY AND EQUIPMENT Property and equipment consisted of the following at September 30, 2022 and December 31, 2021: Depreciable September 30, December 31, Construction-in-process $ 376,519 $ 15,078 Furniture, fixtures, and equipment 3-5 years 135,018 24,915 Software 3-5 years 9,076 4,619 Lab equipment 3-5 years 1,249,262 741,591 Leasehold improvements Life of lease 43,231 - 1,813,105 786,203 Less: accumulated depreciation (574,753 ) (448,837 ) Property and equipment, net $ 1,238,352 $ 337,366 The Company reviews long-lived assets for impairment when events, expectations, or changes in circumstances indicate that the asset’s carrying value may not be recoverable. The Company recorded an impairment charge of $210,117 in September 2022 due to a change in expectations of the use of certain Allereye equipment as the Company focuses its efforts on the Symphony product line. This impairment charge was recorded in other expenses, net in the condensed consolidated statement of operations. |
Leases
Leases | 9 Months Ended |
Sep. 30, 2022 | |
Leases [Abstract] | |
LEASES | 8. LEASES The Company primarily enters into lease arrangements for office and laboratory space. A summary of supplemental lease information is as follows: Nine Months Weighted average remaining lease term – operating leases (in years) 3.9 Weighted average remaining lease term – finance leases (in years) 5.3 Weighted average discount rate 7.0 % Operating cash flows from operating leases $ 113,083 Operating cash flows from finance leases - A summary of the Company’s lease assets and liabilities are as follows: September 30, Operating lease right-of-use asset $ 497,618 Finance lease asset – property & equipment, net 19,944 Total lease assets 517,562 Current portion of operating lease liability included in accrued expenses 172,596 Current portion of finance lease liability included in accrued expenses 4,524 Non-current operating lease liabilities 356,523 Non-current finance lease liabilities included in other non-current liabilities 15,420 Total lease liabilities $ 549,063 A summary of the Company’s estimated operating lease payments are as follows: Year 2022 (1) $ 51,216 2023 164,620 2024 160,804 2025 100,000 2026 100,000 Thereafter 25,000 Total future lease payments 601,640 Less: Imputed interest 72,521 Present value of lease liability $ 529,119 (1) Excludes the nine months ended September 30, 2022. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | 9. COMMITMENTS AND CONTINGENCIES Purchase Commitments As of September 30, 2022, the Company has entered into non-cancelable purchase commitments primarily for inventory, manufacturing equipment, and key advisory and product development services. The purchase commitments covered by these agreements are for less than one year and aggregate to approximately $1.0 million. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | 10. SUBSEQUENT EVENTS NASDAQ Bid Price Deficiency Notice On October 25, 2022, the Company received a notification letter from the Nasdaq Listing Qualifications Staff of The NASDAQ Stock Market LLC (“Nasdaq”) notifying the Company that the closing bid price for its common stock had been below $1.00 for the previous 30 consecutive business days and that the Company therefore is not in compliance with the minimum bid price requirement for continued inclusion on The Nasdaq Capital Market under Nasdaq Listing Rule 5550(a)(2). The notification has no immediate effect on the listing of the Company’s common stock on The Nasdaq Capital Market. The Company intends to take all reasonable measures available to achieve compliance and allow for continued listing on The Nasdaq Capital Market. However, there can be no assurance that the Company will be able to regain compliance with the minimum bid price requirement or will otherwise be in compliance with other Nasdaq listing criteria. Vendor Contract On October 12, 2022, the Company executed an agreement with a materials vendor for items needed to develop the Symphony product line. This agreement commits the Company to purchase approximately $800,000 in goods with a 50% down payment due upon signing. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Use of estimates | Use of estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts and disclosures reported in these condensed consolidated financial statements and accompanying notes. Actual results could differ materially from those estimates. The Company believes judgment is involved in accounting for the fair value-based measurement of stock-based compensation, accruals, convertible notes and warrants. The Company evaluates its estimates and assumptions as facts and circumstances dictate. As future events and their effects cannot be determined with precision, actual results could differ from these estimates and assumptions, and those differences could be material to the condensed consolidated financial statements. |
Revenue Recognition | Revenue Recognition The Company recognizes revenue under the core principles of depicting the transfer of control to the Company’s customers in an amount reflecting the consideration to which the Company expected to be entitled. In order to achieve that core principle, the Company applies the following five step approach: (1) identify the contract with a customer, (2) identify the performance obligations in that contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract, and (5) recognize revenue when a performance obligation is satisfied. The Company recognizes revenue when performance obligations under the terms of the contract with the customer are satisfied and are recognized at a point in time, which is also when control is transferred. When the Company performs shipping and handling activities after the transfer of control to the customer (e.g. when control transfers prior to delivery), they are considered fulfillment activities and, accordingly, the costs are accrued for when the related revenue is recognized. Sales tax and valued added taxes collected from the customers relating to product sales and remitted to governmental authorities are excluded from revenues. |
Leases | Leases Effective January 1, 2022, the Company adopted ASC 842, Leases The Company has arrangements involving the lease of facilities. Under ASC 842, at inception of the arrangement, the Company determines whether the contract is or contains a lease and whether the lease should be classified as an operating or a financing lease. This determination, among other considerations, involves an assessment of whether the Company can control the underlying asset and have the right to obtain substantially all to the economic benefits or outputs from the asset. The Company recognizes right-of-use (“ROU”) assets and lease liabilities as of the lease commencement date based on the net present value of the future minimum lease payments over the lease term. ASC 842 requires the leases to use the rate implicit in the lease unless it is not readily determinable and then it may use its incremental borrowing rate (“IBR”) to discount the future minimum lease payments. Most of the Company’s leases do not provide an implicit rate; therefore, the Company uses its IBR to discount the future minimum lease payments. The Company determines its IBR with its credit rating and other economic information available as of the commencement date, as well as the identified lease term. During the assessment of the lease term, the Company considers its renewal options and extensions within the arrangements and the Company includes these options when it’s reasonably certain to extend the term of the lease. The Company leases include both lease and non-lease components. Consideration is allocated to the lease and non-lease components based on estimated standalone prices. The Company has elected to exclude non-lease components from the calculation of its ROU assets and lease liabilities. The Company has lease arrangements that contain incentives for tenant improvements as well as fixed rent escalation clauses. For contracts with tenant improvement incentives that are determined to be leasehold improvements and the Company is reasonably certain to exercise, it records a reduction to the lease liability and amortizes the incentive over the identified term of the lease as a reduction to rent expense. The Company records rental expense on a straight-line basis over the identified lease term on contracts with rent escalation clauses. Finance leases are not material to the Company’s consolidated financial statements. |
Inventory | Inventory Inventories, which are mainly comprised of finished goods, are valued at the lower of cost or net realizable value, with the cost being determined on a weighted-average basis. The cost of finished goods consists mainly of purchase price, freight, and custom duties. Net realizable value is the estimated selling price in the ordinary course of business, less any applicable selling costs. During the third quarter of 2022, the Company capitalized into fixed assets approximately $600,000 of goods previously classified as inventory to support its expanded clinical trial programs and product development activities. |
Stock-based compensation | Stock-based compensation Share-based compensation expense for all share-based payment awards made to employees, directors and non-employees is measured based on the grant-date fair value of the award. Share-based compensation expense for awards granted to non-employees is determined using the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measured. The Company uses the Black-Scholes option pricing model to determine the fair value of options granted. The Company recognizes the compensation cost of share-based awards on a straight-line basis over the requisite service period. For stock awards for which vesting is subject to performance-based milestones, the expense is recorded over the implied service period after the point when the achievement of the milestone is probable, or the performance condition has been achieved. The Company recognizes forfeitures related to employee share-based payments when they occur. Forfeited options are recorded as a reduction to stock compensation expense. |
Research and development expenses | Research and development expenses Costs incurred in the research and development of new products are expensed as incurred. Research and development costs include, but are not limited to, salaries, benefits, stock-based compensation, laboratory supplies, fees for professional service providers and costs associated with product development efforts, including preclinical studies and clinical trials. The Company estimates preclinical study and clinical trial expenses based on the services performed, pursuant to contracts with research institutions and clinical research organizations that conduct and manage preclinical studies and clinical trials on its behalf. |
Segment Reporting | Segment Reporting Management has determined that the Company has one operating segment, which is consistent with the Company structure and how it manages the business. As of September 30, 2022 and December 31, 2021, all of the Company’s assets were located in the United States. |
Net Loss per Share | Net Loss per Share Basic net loss per share is computed by dividing the net loss by the weighted-average number of shares of common stock outstanding for the period, without consideration for potentially dilutive securities. Diluted net loss per share is computed by dividing the net loss by the weighted average number of shares of common stock and dilutive common stock equivalents outstanding for the period determined using the treasury stock and if-converted methods. Dilutive common stock equivalents are comprised of convertible preferred stock, convertible notes, options outstanding under the Company’s stock option plan and warrants. For all periods presented, there is no difference in the number of shares used to calculate basic and diluted shares outstanding as inclusion of the potentially dilutive securities would be antidilutive. Potentially dilutive securities not included in the calculation of diluted net loss per share because to do so would be anti -dilutive are as follows (in common stock equivalent shares): September 30 2022 2021 Convertible debentures - 4,500,000 Options to purchase common stock 787,779 509,441 Warrants for common stock 811,882 1,255,775 Class A warrants for common stock 2,484,000 - Class B warrants for common stock 75,400 - |
Recently Adopted Accounting Standards | Recently Adopted Accounting Standards In February 2016, the Financial Accounting Standards Board (“FASB”) issued ASU 2016-02, Leases. |
Significant Accounting Polici_2
Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Schedule of diluted net loss per share | September 30 2022 2021 Convertible debentures - 4,500,000 Options to purchase common stock 787,779 509,441 Warrants for common stock 811,882 1,255,775 Class A warrants for common stock 2,484,000 - Class B warrants for common stock 75,400 - |
Warrants (Tables)
Warrants (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Warrants [Abstract] | |
Schedule of information with regard to warrants outstanding | Shares Exercisable for Weighted Weighted Common Stock Warrants 811,882 Common Stock $ 3.24 3.3 Class A Warrants 2,484,000 Common Stock $ 7.00 4.1 Class B Warrants 75,400 Common Stock $ 10.00 4.1 |
Stock Compensation (Tables)
Stock Compensation (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of non-vested restricted stock awards | Non-vested Number of Weighted Outstanding at December 31, 2021 - $ - Granted 105,000 1.29 Vested - - Forfeited (30,000 ) 1.29 Outstanding at September 30, 2022 75,000 $ 1.29 |
Schedule of stock option activity | Number of Weighted Weighted Aggregate Outstanding at December 31, 2021 589,786 $ 1.86 8.3 $ 605,187 Granted 226,279 1.84 Exercised - Cancelled and forfeited (28,286 ) 2.20 Outstanding at September 30, 2022 787,779 $ 1.84 8.0 $ 82,655 Exercisable at September 30, 2022 406,645 $ 1.51 7.2 $ 82,655 |
Schedule of grant-date fair value of share-based awards granted | Nine Months Ended 2022 2021 Risk-free interest rate 1.58% – 3.06% 0.78% - 1.33% Expected dividend yield 0.00% 0.00% Volatility factor 102.03% -140.40% 88.60% - 106.00% Expected life of option (in years) 5.37 – 6.00 5.00 – 6.00 |
Schedule of stock-based compensation expense | Three Months Ended Nine Months Ended 2022 2021 2022 2021 Research and development $ 20,528 $ 27,477 $ 54,231 $ 27,477 General and administrative 92,531 7,427 290,397 7,747 Sales and marketing 160 11,600 790 11,600 Total stock-based compensation $ 113,219 $ 46,504 $ 345,418 $ 46,824 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Related Party Transactions [Abstract] | |
Schedule of amounts earned and due | Three Months Ended Nine Months Ended 2022 2021 2022 2021 Income from NanoHybrids included in Other Income $ 42,649 $ - $ 118,575 $ - Cash receipts from NanoHybrids $ 35,040 $ - $ 75,926 $ - As of September 30, December 31, Amounts receivable from NanoHybrids included in Prepaids and Other Current Assets $ 42,649 $ - |
Property and Equipment (Tables)
Property and Equipment (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment | Depreciable September 30, December 31, Construction-in-process $ 376,519 $ 15,078 Furniture, fixtures, and equipment 3-5 years 135,018 24,915 Software 3-5 years 9,076 4,619 Lab equipment 3-5 years 1,249,262 741,591 Leasehold improvements Life of lease 43,231 - 1,813,105 786,203 Less: accumulated depreciation (574,753 ) (448,837 ) Property and equipment, net $ 1,238,352 $ 337,366 |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Leases [Abstract] | |
Schedule of lease arrangements for office and laboratory space | Nine Months Weighted average remaining lease term – operating leases (in years) 3.9 Weighted average remaining lease term – finance leases (in years) 5.3 Weighted average discount rate 7.0 % Operating cash flows from operating leases $ 113,083 Operating cash flows from finance leases - |
Schedule of lease assets and liabilities | September 30, Operating lease right-of-use asset $ 497,618 Finance lease asset – property & equipment, net 19,944 Total lease assets 517,562 Current portion of operating lease liability included in accrued expenses 172,596 Current portion of finance lease liability included in accrued expenses 4,524 Non-current operating lease liabilities 356,523 Non-current finance lease liabilities included in other non-current liabilities 15,420 Total lease liabilities $ 549,063 |
Schedule of estimated lease payments | Year 2022 (1) $ 51,216 2023 164,620 2024 160,804 2025 100,000 2026 100,000 Thereafter 25,000 Total future lease payments 601,640 Less: Imputed interest 72,521 Present value of lease liability $ 529,119 (1) Excludes the nine months ended September 30, 2022. |
Nature of Operations and Basi_2
Nature of Operations and Basis of Presentation (Details) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2022 | Jun. 07, 2021 | |
Nature of Operations and Basis of Presentation (Details) [Line Items] | ||
Cash and cash equivalents. | $ 13.3 | |
Share issued (in Shares) | 2.15 | |
Accumulated Deficit [Member] | ||
Nature of Operations and Basis of Presentation (Details) [Line Items] | ||
Accumulated deficit | $ 15.2 |
Significant Accounting Polici_3
Significant Accounting Policies (Details) - USD ($) | Sep. 30, 2022 | Jan. 01, 2022 |
Accounting Policies [Abstract] | ||
Fixed assets | $ 600,000 | |
Right-of use assets and lease liabilities | $ 200,000 |
Significant Accounting Polici_4
Significant Accounting Policies (Details) - Schedule of diluted net loss per share - USD ($) | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Schedule Of Diluted Net Loss Per Share Abstract | ||
Convertible debentures | $ 4,500,000 | |
Options to purchase common stock | 787,779 | 509,441 |
Warrants for common stock | 811,882 | 1,255,775 |
Class A warrants for common stock | 2,484,000 | |
Class B warrants for common stock | $ 75,400 |
License and Supply Agreement _2
License and Supply Agreement with Toray Industries (Details) | Oct. 06, 2020 USD ($) |
License and Supply Agreement with Toray Industries (Details) [Line Items] | |
Percentage of royalty payments | 15% |
Sale term | 5 years |
Amount of minimum royalty | $ 100,000 |
Toray Agreement [Member] | |
License and Supply Agreement with Toray Industries (Details) [Line Items] | |
Payments | 120,000 |
Minimum [Member] | |
License and Supply Agreement with Toray Industries (Details) [Line Items] | |
Royalty | $ 60,000 |
Warrants (Details)
Warrants (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Sep. 30, 2022 | Dec. 31, 2021 | |
Warrants (Details) [Line Items] | |||
Initial public offering proceeds (in Dollars) | $ 180,339 | ||
Class B Warrant rights, description | Holders of Class B Warrants may also exercise such warrants on a “cashless” basis, as the necessary conditions to meet the cashless provisions were realized immediately after the IPO. | ||
Intrinsic value (in Dollars) | $ 82,655 | ||
Class A Warrants [Member] | |||
Warrants (Details) [Line Items] | |||
Warrants granted | 2,160,000 | ||
Additional issuance of warrants | 324,000 | ||
Initial public offering proceeds (in Dollars) | $ 5,164,751 | ||
Warrant to purchase shares | 1 | ||
Issuance exercise price, per share (in Dollars per share) | $ 7 | ||
Class B Warrants [Member] | |||
Warrants (Details) [Line Items] | |||
Warrants granted | 2,160,000 | ||
Additional issuance of warrants | 324,000 | ||
Initial public offering proceeds (in Dollars) | $ 7,323,161 | ||
Warrant to purchase shares | 1 | ||
Issuance exercise price, per share (in Dollars per share) | $ 10 | ||
Warrants exercised | 2,368,500 | ||
Common stock exercisable shares | 40,100 | ||
Intrinsic value (in Dollars) | $ 80,000 | ||
Warrants outstanding | 75,400 |
Warrants (Details) - Schedule o
Warrants (Details) - Schedule of information with regard to warrants outstanding | 9 Months Ended |
Sep. 30, 2022 $ / shares shares | |
Common Stock Warrants [Member] | |
Class of Warrant or Right [Line Items] | |
Shares | shares | 811,882 |
Exercisable for | Common Stock |
Weighted Average Exercise Price | $ / shares | $ 3.24 |
Weighted Average Remaining Life (in Years) | 3 years 3 months 18 days |
Class A Warrants [Member] | |
Class of Warrant or Right [Line Items] | |
Shares | shares | 2,484,000 |
Exercisable for | Common Stock |
Weighted Average Exercise Price | $ / shares | $ 7 |
Weighted Average Remaining Life (in Years) | 4 years 1 month 6 days |
Class B Warrants [Member] | |
Class of Warrant or Right [Line Items] | |
Shares | shares | 75,400 |
Exercisable for | Common Stock |
Weighted Average Exercise Price | $ / shares | $ 10 |
Weighted Average Remaining Life (in Years) | 4 years 1 month 6 days |
Stock Compensation (Details)
Stock Compensation (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2022 | Jul. 06, 2021 | |
Stock Compensation (Details) [Line Items] | ||
Shares reserved for issuance | 1,960,000 | |
Shares available for grants | 262,269 | |
Weighted average grant date fair value of options granted (in Dollars per share) | $ 1.45 | |
Unrecognized compensation expense (in Dollars) | $ 78,536 | |
Weighted-average period | 2 years 3 months 18 days | |
2018 Stock Incentive Plan [Member] | ||
Stock Compensation (Details) [Line Items] | ||
Shares reserved for issuance | 629,440 | |
2021 Plan [Member] | ||
Stock Compensation (Details) [Line Items] | ||
Shares available for grants | 1,349,721 | |
Non-vested stock option [Member] | ||
Stock Compensation (Details) [Line Items] | ||
Unrecognized compensation expense (in Dollars) | $ 198,897 | |
Weighted-average period | 1 year 10 months 24 days |
Stock Compensation (Details) -
Stock Compensation (Details) - Schedule of non-vested restricted stock awards | 9 Months Ended |
Sep. 30, 2022 $ / shares shares | |
Schedule Of Non Vested Restricted Stock Awards Abstract | |
Number of Shares, Outstanding at beginning balance | shares | |
Weighted Average Grant Date Fair Value, Outstanding at beginning balance | $ / shares | |
Number of Shares, Granted | shares | 105,000 |
Weighted Average Grant Date Fair Value, Granted | $ / shares | $ 1.29 |
Number of Shares, Vested | shares | |
Weighted Average Grant Date Fair Value, Vested | $ / shares | |
Number of Shares, Forfeited | shares | (30,000) |
Weighted Average Grant Date Fair Value, Forfeited | $ / shares | $ 1.29 |
Number of Shares, Outstanding at ending balance | shares | 75,000 |
Weighted Average Grant Date Fair Value, Outstanding at ending balance | $ / shares | $ 1.29 |
Stock Compensation (Details) _2
Stock Compensation (Details) - Schedule of stock option activity | 9 Months Ended |
Sep. 30, 2022 USD ($) $ / shares shares | |
Schedule Of Stock Option Activity Abstract | |
Number of Stock Options, Outstanding at beginning balance | 589,786 |
Weighted Average Exercise Price Per Share, Outstanding at beginning balance (in Dollars per share) | $ / shares | $ 1.86 |
Weighted Average Remaining Contractual Life in Years, Outstanding at beginning balance | 8 years 3 months 18 days |
Aggregate Intrinsic Value, Outstanding at beginning balance (in Dollars) | $ | $ 605,187 |
Number of Stock Options, Outstanding at ending balance | 787,779 |
Weighted Average Exercise Price Per Share, Outstanding at ending balance (in Dollars per share) | $ / shares | $ 1.84 |
Weighted Average Remaining Contractual Life in Years, Outstanding at ending balance | 8 years |
Aggregate Intrinsic Value, Outstanding at ending balance (in Dollars) | $ | $ 82,655 |
Number of Stock Options, Exercisable | shares | 406,645 |
Weighted Average Exercise Price Per Share, Exercisable (in Dollars per share) | $ / shares | $ 1.51 |
Weighted Average Remaining Contractual Life in Years, Exercisable | 7 years 2 months 12 days |
Aggregate Intrinsic Value, Exercisable (in Dollars) | $ | $ 82,655 |
Number of Stock Options, Granted | 226,279 |
Weighted Average Exercise Price Per Share, Granted (in Dollars per share) | $ / shares | $ 1.84 |
Number of Stock Options, Exercised | |
Number of Stock Options, Cancelled and forfeited | (28,286) |
Weighted Average Exercise Price Per Share, Cancelled and forfeited (in Dollars per share) | $ / shares | $ 2.2 |
Stock Compensation (Details) _3
Stock Compensation (Details) - Schedule of grant-date fair value of share-based awards granted | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Stock Compensation (Details) - Schedule of grant-date fair value of share-based awards granted [Line Items] | ||
Expected dividend yield | 0% | 0% |
Minimum [Member] | ||
Stock Compensation (Details) - Schedule of grant-date fair value of share-based awards granted [Line Items] | ||
Risk-free interest rate | 1.58% | 0.78% |
Volatility factor | 102.03% | 88.60% |
Expected life of option (in years) | 5 years 4 months 13 days | 5 years |
Maximum [Member] | ||
Stock Compensation (Details) - Schedule of grant-date fair value of share-based awards granted [Line Items] | ||
Risk-free interest rate | 3.06% | 1.33% |
Volatility factor | 140.40% | 106% |
Expected life of option (in years) | 6 years | 6 years |
Stock Compensation (Details) _4
Stock Compensation (Details) - Schedule of stock-based compensation expense - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Stock Compensation (Details) - Schedule of stock-based compensation expense [Line Items] | ||||
Total stock-based compensation | $ 113,219 | $ 46,504 | $ 345,418 | $ 46,824 |
Research and development [Member] | ||||
Stock Compensation (Details) - Schedule of stock-based compensation expense [Line Items] | ||||
Total stock-based compensation | 20,528 | 27,477 | 54,231 | 27,477 |
General and administrative [Member] | ||||
Stock Compensation (Details) - Schedule of stock-based compensation expense [Line Items] | ||||
Total stock-based compensation | 92,531 | 7,427 | 290,397 | 7,747 |
Sales and marketing [Member] | ||||
Stock Compensation (Details) - Schedule of stock-based compensation expense [Line Items] | ||||
Total stock-based compensation | $ 160 | $ 11,600 | $ 790 | $ 11,600 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2022 | Jun. 30, 2022 | |
Related Party Transactions (Details) [Line Items] | ||
Percentage of employees cost | 10% | |
Toray Industries, Inc. [Member] | ||
Related Party Transactions (Details) [Line Items] | ||
Cash paid | $ 249,040 |
Related Party Transactions (D_2
Related Party Transactions (Details) - Schedule of amounts earned and due - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Schedule of amounts earned and due [Abstract] | |||||
Income from NanoHybrids included in Other Income | $ 42,649 | $ 118,575 | |||
Cash receipts from NanoHybrids | 35,040 | 75,926 | |||
Amounts receivable from NanoHybrids included in Prepaids and Other Current Assets | $ 42,649 | $ 42,649 |
Property and Equipment (Details
Property and Equipment (Details) | 9 Months Ended |
Sep. 30, 2022 USD ($) | |
Property, Plant and Equipment [Abstract] | |
Equipment efforts on the Symphony product line | $ 210,117 |
Property and Equipment (Detai_2
Property and Equipment (Details) - Schedule of property and equipment - USD ($) | 9 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, total | $ 1,813,105 | $ 786,203 |
Less: accumulated depreciation | (574,753) | (448,837) |
Property and equipment, net | 1,238,352 | 337,366 |
Construction in process [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, total | 376,519 | 15,078 |
Furniture, fixtures, and equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, total | $ 135,018 | 24,915 |
Furniture, fixtures, and equipment [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, depreciable lives | 3 years | |
Furniture, fixtures, and equipment [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, depreciable lives | 5 years | |
Software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, total | $ 9,076 | 4,619 |
Software [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, depreciable lives | 3 years | |
Software [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, depreciable lives | 5 years | |
Lab equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, total | $ 1,249,262 | 741,591 |
Lab equipment [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, depreciable lives | 3 years | |
Lab equipment [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, depreciable lives | 5 years | |
Leasehold improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, depreciable lives | Life of lease | |
Property and equipment, total | $ 43,231 |
Leases (Details) - Schedule of
Leases (Details) - Schedule of lease arrangements for office and laboratory space | 9 Months Ended |
Sep. 30, 2022 USD ($) | |
Schedule of lease arrangements for office and laboratory space [Abstract] | |
Weighted average remaining lease term – operating leases (in years) | 3 years 10 months 24 days |
Weighted average remaining lease term – finance leases (in years) | 5 years 3 months 18 days |
Weighted average discount rate | 7% |
Operating cash flows from operating leases | $ 113,083 |
Operating cash flows from finance leases |
Leases (Details) - Schedule o_2
Leases (Details) - Schedule of lease assets and liabilities - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Schedule of lease assets and liabilities [Abstract] | ||
Operating lease right-of-use asset | $ 497,618 | |
Finance lease asset – property & equipment, net | 19,944 | |
Total lease assets | 517,562 | |
Current portion of operating lease liability included in accrued expenses | 172,596 | |
Current portion of finance lease liability included in accrued expenses | 4,524 | |
Non-current operating lease liabilities | 356,523 | |
Non-current finance lease liabilities included in other non-current liabilities | 15,420 | |
Total lease liabilities | $ 549,063 |
Leases (Details) - Schedule o_3
Leases (Details) - Schedule of estimated lease payments | Sep. 30, 2022 USD ($) | |
Schedule of estimated lease payments [Abstract] | ||
2022 | $ 51,216 | [1] |
2023 | 164,620 | |
2024 | 160,804 | |
2025 | 100,000 | |
2026 | 100,000 | |
Thereafter | 25,000 | |
Total future lease payments | 601,640 | |
Less: Imputed interest | 72,521 | |
Present value of lease liability | $ 529,119 | |
[1] Excludes the nine months ended September 30, 2022. |
Commitments and Contingencies (
Commitments and Contingencies (Details) $ in Millions | Sep. 30, 2022 USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Aggregate amount | $ 1 |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event [Member] - USD ($) | 1 Months Ended | |
Oct. 25, 2022 | Oct. 12, 2022 | |
Subsequent Events (Details) [Line Items] | ||
Common stock per share | $ 1 | |
Purchase amount | $ 800,000 | |
Down payment percentage | 50% |