Cover
Cover - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Mar. 26, 2024 | Jun. 30, 2023 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Financial Statement Error Correction [Flag] | false | ||
Entity Interactive Data Current | Yes | ||
ICFR Auditor Attestation Flag | false | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2023 | ||
Document Fiscal Year Focus | 2023 | ||
Document Fiscal Period Focus | FY | ||
Documents Incorporated by Reference [Text Block] | None | ||
Entity Information [Line Items] | |||
Entity Registrant Name | HOTH THERAPEUTICS, INC. | ||
Entity Central Index Key | 0001711786 | ||
Entity File Number | 001-38803 | ||
Entity Tax Identification Number | 82-1553794 | ||
Entity Incorporation, State or Country Code | NV | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Shell Company | false | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
Entity Public Float | $ 9.8 | ||
Entity Incorporation, Date of Incorporation | May 16, 2017 | ||
Entity Contact Personnel [Line Items] | |||
Entity Address, Address Line One | 590 Madison Ave | ||
Entity Address, Address Line Two | 21st Floor | ||
Entity Address, City or Town | New York | ||
Entity Address, State or Province | NY | ||
Entity Address, Postal Zip Code | 10022 | ||
Entity Phone Fax Numbers [Line Items] | |||
City Area Code | (646) | ||
Local Phone Number | 756-2997 | ||
Entity Listings [Line Items] | |||
Title of 12(b) Security | Common Stock, par value $0.0001 per share | ||
Trading Symbol | HOTH | ||
Security Exchange Name | NASDAQ | ||
Entity Common Stock, Shares Outstanding | 4,403,804 |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2023 | |
Auditor [Table] | |
Auditor Name | WithumSmith+Brown, PC |
Auditor Firm ID | 100 |
Auditor Location | New York |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash | $ 9,292,352 | $ 6,428,611 |
Marketable equity securities, at fair value | 209,320 | |
Prepaid expenses and other current assets | 135,361 | 88,450 |
Total current assets | 9,427,713 | 6,726,381 |
Right of use asset – operating lease | 55,165 | |
Investment in joint ventures at fair value | 37,400 | 33,000 |
Total assets | 9,520,278 | 6,759,381 |
Current liabilities: | ||
Accounts payable | 35,592 | 694,989 |
Accrued expenses | 614,226 | 667,742 |
Accrued license fee - current portion | 25,000 | |
Lease liability, current | 28,839 | |
Total current liabilities | 678,657 | 1,387,731 |
Lease liability, noncurrent | 26,326 | |
Accrued license fee - less current portion | 250,000 | |
Total liabilities | 704,983 | 1,637,731 |
Commitments and Contingencies (See Note 7) | ||
Stockholders’ equity: | ||
Preferred stock, value | ||
Common stock, $0.0001 par value, 50,000,000 shares authorized, 4,348,129 and 1,302,113 shares issued and outstanding as of December 31, 2023 and December 31, 2022, respectively | 435 | 130 |
Additional paid-in capital | 61,732,106 | 50,198,630 |
Accumulated deficit | (52,944,506) | (45,099,116) |
Accumulated other comprehensive income | 27,260 | 22,006 |
Total stockholders’ equity | 8,815,295 | 5,121,650 |
Total liabilities and stockholders’ equity | 9,520,278 | 6,759,381 |
Series A Convertible Preferred Stock | ||
Stockholders’ equity: | ||
Preferred stock, value | ||
Series B Preferred Stock | ||
Stockholders’ equity: | ||
Preferred stock, value |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - $ / shares | Dec. 31, 2023 | Dec. 31, 2022 |
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Preferred stock, shares undesignated (in Dollars per share) | $ 3,000,000 | $ 3,000,000 |
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 50,000,000 | 50,000,000 |
Common stock, shares issued | 4,348,129 | 1,302,113 |
Common stock, shares outstanding | 4,348,129 | 1,302,113 |
Series A Convertible Preferred Stock | ||
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Preferred stock, shares designated (in Dollars per share) | $ 5,000,000 | $ 5,000,000 |
Series B Preferred Stock | ||
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Preferred stock, shares designated (in Dollars per share) | $ 2,000,000 | $ 2,000,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Operating costs and expenses | ||
Research and development | $ 3,480,053 | $ 4,931,164 |
General and administrative expenses | 4,212,189 | 6,134,390 |
Total operating expenses | 7,692,242 | 11,065,554 |
Loss from operations | (7,692,242) | (11,065,554) |
Other income (expense), net | ||
Unrealized gain (loss) on marketable securities | (209,320) | 119,870 |
Realized loss on marketable securities | (567,692) | |
Change in fair value of investments in joint ventures | 4,400 | (377,000) |
Interest income | 781 | 6,370 |
Dividend income | 50,991 | 60,913 |
Other income, net | 451,140 | |
Total other income (expense), net | (153,148) | (306,399) |
Net loss | (7,845,390) | (11,371,953) |
Deemed dividend to Series B Preferred Stock being redeemed | 990 | |
Net Loss Attributable to Common Stockholders | $ (7,845,390) | $ (11,370,963) |
Net loss per share - basic (in Dollars per share) | $ (2.3) | $ (9.5) |
Weighted average number of common shares outstanding, basic (in Shares) | 3,409,190 | 1,197,521 |
Comprehensive loss: | ||
Net loss | $ (7,845,390) | $ (11,371,953) |
Other comprehensive income | ||
Foreign currency translation adjustment | 5,254 | 4,420 |
Total comprehensive loss | $ (7,840,136) | $ (11,367,533) |
Consolidated Statements of Op_2
Consolidated Statements of Operations and Comprehensive Loss (Parentheticals) - $ / shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Statement [Abstract] | ||
Net loss per share diluted | $ (2.30) | $ (9.50) |
Weighted average number of common shares outstanding, diluted | 3,409,190 | 1,197,521 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders’ Equity - USD ($) | Preferred Stock | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Accumulated Other Comprehensive Income (Loss) | Total |
Balance at Dec. 31, 2021 | $ 96 | $ 43,591,773 | $ (33,727,163) | $ 17,586 | $ 9,882,292 | |
Balance (in Shares) at Dec. 31, 2021 | 959,009 | |||||
Stock-based compensation | 620,798 | 620,798 | ||||
Stock-based compensation (in Shares) | 10 | |||||
Vesting of restricted stock awards | ||||||
Vesting of restricted stock awards (in Shares) | 1,791 | |||||
Issuance of common stock (net of offering costs of $1,014,896) | $ 33 | 5,985,070 | 5,985,103 | |||
Issuance of common stock (net of offering costs of $1,014,896) (in Shares) | 329,412 | |||||
Issuance of Series B preferred stock | $ 1,000 | 1,000 | ||||
Issuance of Series B preferred stock (in Shares) | 2,000,000 | |||||
Redemption of Series B preferred stock | $ (1,000) | 990 | (10) | |||
Redemption of Series B preferred stock (in Shares) | (2,000,000) | |||||
Fractional shares adjusted for reverse split | $ 1 | (1) | ||||
Fractional shares adjusted for reverse split (in Shares) | 11,891 | |||||
Cumulative translation adjustment | 4,420 | 4,420 | ||||
Net loss | (11,371,953) | (11,371,953) | ||||
Balance at Dec. 31, 2022 | $ 130 | 50,198,630 | (45,099,116) | 22,006 | 5,121,650 | |
Balance (in Shares) at Dec. 31, 2022 | 1,302,113 | |||||
Exercise of warrants | $ 236 | 2,119 | 2,355 | |||
Exercise of warrants (in Shares) | 2,355,050 | |||||
Common stock and warrants issued in private placement (net of offering costs of $1,575,645) | $ 69 | 11,314,929 | 11,314,998 | |||
Common stock and warrants issued in private placement (net of offering costs of $1,575,645) (in Shares) | 689,275 | |||||
Stock-based compensation | 216,428 | 216,428 | ||||
Stock-based compensation (in Shares) | ||||||
Vesting of restricted stock awards | ||||||
Vesting of restricted stock awards (in Shares) | 1,691 | |||||
Cumulative translation adjustment | 5,254 | 5,254 | ||||
Net loss | (7,845,390) | (7,845,390) | ||||
Balance at Dec. 31, 2023 | $ 435 | $ 61,732,106 | $ (52,944,506) | $ 27,260 | $ 8,815,295 | |
Balance (in Shares) at Dec. 31, 2023 | 4,348,129 |
Consolidated Statements of Ch_2
Consolidated Statements of Changes in Stockholders’ Equity (Parentheticals) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Statement of Stockholders' Equity [Abstract] | ||
Issuance of common stock net of offering costs | $ 1,575,645 | $ 1,014,896 |
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 | $ (7,845,390) | $ (11,371,953) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Research and development-acquired license, expensed | 34,000 | |
Gain on termination of license agreement | (275,000) | |
Change in fair value of investments in joint ventures | (4,400) | 377,000 |
Stock-based compensation | 216,428 | 620,798 |
Realized loss on marketable securities | 567,692 | |
Unrealized (gain) loss on marketable securities | 209,320 | (119,870) |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other current assets | (47,300) | 3,847 |
Accounts payable and accrued expenses | (700,752) | 590,632 |
Net cash used in operating activities | (8,447,094) | (9,297,854) |
Cash flows from investing activities | ||
Purchase of research and development licenses | (74,000) | |
Sale of marketable securities | 1,235,695 | |
Net cash provided by investing activities | 1,161,695 | |
Cash flows from financing activities | ||
Proceeds from issuance common stock, common stock warrants and prefunded warrants, net of offering costs | 11,314,998 | |
Proceeds from exercise of warrants | 2,355 | |
Proceeds from issuance common stock, net of offering costs | 5,985,103 | |
Proceeds from issuance of Series B Preferred Stock | 1,000 | |
Redemption of Series B Preferred Stock | (10) | |
Proceeds from repayment of note receivable and interest received | 50,000 | |
Net cash provided by financing activities | 11,317,353 | 6,036,093 |
Effect of exchange rate changes on cash and cash equivalents | (6,518) | (9,593) |
Net change in cash | 2,870,259 | (2,100,066) |
Cash, beginning of year | 6,428,611 | 8,538,270 |
Cash, end of year | 9,292,352 | 6,428,611 |
Supplemental disclosure of cash flow information: | ||
ROU assets obtained in exchange for lease liability | $ 59,698 |
Organization and Description of
Organization and Description of Business Operations | 12 Months Ended |
Dec. 31, 2023 | |
Organization and Description of Business Operations [Abstract] | |
Organization and Description of Business Operations | Note 1-Organization and description of business operations Hoth Therapeutics, Inc. (together with its wholly-owned subsidiaries, merveille.ai and Hoth Therapeutics Australia Pty Ltd, the “Company”) was incorporated under the laws of the State of Nevada on May 16, 2017. The Company is a clinical-stage biopharmaceutical company focused on developing new generation therapies for unmet medical needs. The Company is focused on developing (i) a topical formulation for treating side effects from drugs used for the treatment of cancer (HT-001); (ii) a treatment for mast-cell derived cancers and anaphylaxis (HT-KIT); (iii) a treatment for traumatic brain injury and ischemic stroke (HT-TBI); and (iv) a treatment and/or prevention for Alzheimer’s or other neuroinflammatory diseases (HT-ALZ). We also have assets being developed for (i) atopic dermatitis (also known as eczema) (BioLexa); (ii) a treatment for asthma and allergies using inhalational administration (HT-004); and (iii) a treatment for acne as well as inflammatory bowel diseases (HT-003). The Company also has interests in certain other assets being developed by third parties (see Note 5 to the consolidated financial statements for a discussion of the Company’s agreement with Zylö Therapeutics, Inc. and Voltron Therapeutics, Inc.). Liquidity and capital resources Accounting Standards Update (“ASU”) No. 2014-15, Presentation of Financial Statements - Going Concern, requires management to evaluate the Company’s ability to continue as a going concern one year beyond the filing date of the given financial statements. This evaluation requires management to perform two steps. First, management must evaluate whether there are conditions and events that raise substantial doubt about the entity’s ability to continue as a going concern. Second, if management concludes that substantial doubt is raised, management is required to consider whether it has plans in place to alleviate that doubt. Disclosures in the notes to the consolidated financial statements are required if management concludes that substantial doubt exists or that its plans alleviate the substantial doubt that was raised. The Company has funded its operations from proceeds from the sale of equity and debt securities. The Company will require significant additional capital to make the investments it needs to execute its longer-term business plan. The Company’s ability to successfully raise sufficient funds through the sale of debt or equity securities when needed is subject to many risks and uncertainties and, even if it were successful, future equity issuances may result in dilution to its existing shareholders and future debt securities may contain covenants that limit the Company’s operations or ability to enter into certain transactions. The Company believes its current cash is sufficient to fund operations for at least the next 12 months from the issuance date of these financial statements. However, the Company will need to raise additional funding, through strategic relationships, public or private equity or debt financings, grants or other arrangements, to develop and seek regulatory approvals for the Company’s current and future product candidates. If such funding is not available, or not available on terms acceptable to the Company, the Company’s current development plan and plans for expansion of its general and administrative infrastructure may be curtailed. On September 13, 2023, the Company entered into a securities purchase agreement with certain institutional investors pursuant to which it sold (i) 549,275 shares of common stock and (ii) pre-funded warrants (the “September Pre-Funded Warrants”) to purchase up to 550,725 shares of common stock at a purchase price of $2.63 per share of common stock and a purchase price of $2.629 per September Pre-Funded Warrant. Concurrently with the sale of common stock and/or the September Pre-Funded Warrants, pursuant to the in a private placement, the Company issued and sold prior to deducting placement agent’s fees and other offering expenses payable by the Company |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2023 | |
Significant Accounting Policies [Abstract] | |
Significant accounting policies | Note 2-Significant accounting policies Basis of presentation and principles of consolidation The Company’s consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). The accompanying consolidated financial statements include the accounts of the Company’s wholly-owned subsidiaries, merveille.ai which was incorporated under the laws of Nevada on October 4, 2023 and Hoth Therapeutics Australia Pty Ltd, which was incorporated under the laws of the State of Victoria in Australia on June 5, 2019. All significant intercompany balances and transactions have been eliminated in consolidation. Reclassifications Certain line items on the statement of operations and comprehensive loss for the year ended December 31, 2022 have been reclassified to conform to the current period presentation. Research and development - licenses acquired (including stock-based compensation) of $0.1 million was reclassified to research and development. Compensation and related expenses (including stock-based compensation) of $2.6 million, professional fees (including stock-based compensation) of $2.5 million, rent of $0.1 million, and other general and administrative expense of $1.0 million were consolidated into one general and administrative line item. Dividend income and realized and unrealized gains and losses have been separately presented within other income (expense), net. These reclassifications did not change our reported net loss or comprehensive loss for the year ended December 31, 2022. Emerging growth company As an emerging growth company, the Company may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, as amended, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the Jumpstart Our Business Startups Act of 2012 (“JOBS Act”) exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act of 1933, as amended, registration statement declared effective or do not have a class of securities registered under the Securities Exchange Act of 1934, as amended) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statement with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. However, beginning December 31, 2024, we will no longer be an “emerging growth company,” and will no longer have the ability to delay adoption of these new or revised accounting standards, or to take advantage of reduced corporate governance disclosures. Use of estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of expenses during the reporting periods. The most significant estimates in the Company’s consolidated financial statements relate to stock-based compensation and the valuation allowance of deferred tax assets resulting from net operating losses. These estimates and assumptions are based on current facts, historical experience and various other factors believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the recording of expenses that are not readily apparent from other sources. Actual results may differ materially and adversely from these estimates. To the extent there are material differences between the estimates and actual results, the Company’s future results of operations will be affected. Cash and cash equivalents The Company considers all highly liquid investments purchased with original maturities of 90 days or less at acquisition to be cash equivalents. There were no cash equivalents as of December 31, 2023 and December 31, 2022, respectively. Cash held in foreign bank accounts totaled $0.1 million and $0.4 million as of December 31, 2023 and December 31, 2022, respectively. Marketable securities Marketable securities are classified as trading and are carried at fair value. The Company’s marketable securities consist of a mutual fund which is valued at a quoted market price. Concentrations of credit risk and off-balance sheet risk The Company has significant cash balances at financial institutions which, throughout the year, regularly exceed the federally insured limit of $250,000. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows. Fair Value of Financial Instruments Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 820, Fair Value Measurements The fair value of the Company’s assets and liabilities, which would qualify as financial instruments under ASC Topic 820, approximates the carrying amounts represented in the Company’s balance sheet, primarily due to their short-term nature. The accounting guidance classifies fair value measurements in one of the following three categories for disclosure purposes: Level 1: Quoted prices in active markets for identical assets or liabilities. Level 2: Inputs other than Level 1 prices for similar assets or liabilities that are directly or indirectly observable in the marketplace. Level 3: Unobservable inputs which are supported by little or no market activity and values determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant judgment or estimation. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. During the years ended December 31, 2023 and December 31, 2022, there were no changes in valuation techniques or transfers between Level 1, Level 2, and Level 3. Leases The Company determines if an arrangement is a lease at inception and classifies its leases at commencement. Operating leases are presented as right-of-use (“ROU”) assets and the corresponding lease liabilities are included in lease liability, current and lease liability, on the Company’s balance sheets. ROU assets represent the Company’s right to use an underlying asset, and lease liabilities represent the Company’s obligation to make lease payments in exchange for the ability to use the asset for the duration of the lease term. The Company has lease agreements which contain both lease and non-lease components, which it has elected to account for as a single lease component. As such, minimum lease payments include fixed payments for non-lease components within a lease agreement but exclude variable lease payments not dependent on an index or rate, such as common area maintenance, operating expenses, utilities, or other costs that are subject to fluctuation from period to period. Certain of the leases contain an option to extend the term of the lease. The option to extend a lease is included in the lease term only when it is reasonably certain that the Company will elect that option. Additionally, the Company does not record ROU assets or lease liabilities for short-term leases that have a term of twelve months or less at lease commencement. ROU assets and lease liabilities are recognized at the commencement date and determined using the present value of the future minimum lease payments over the lease term. The Company uses an incremental borrowing rate based on an estimated rate of interest for collateralized borrowing since the Company’s leases do not include an implicit interest rate. The estimated incremental borrowing rate considers market data, actual lease economic environment, and the lease term at commencement date. Investment in joint ventures Ownership interests in entities for which the Company has significant influence that are not consolidated are accounted for as equity method investments. SEC Staff Announcement: “Accounting for Limited Partnership Investments” (codified in ASC 323-30-S99-1) guidance requires the use of the equity method unless the investor’s interest “is so minor that the limited partner may have virtually no influence over partnership operating and financial policies.” The SEC staff’s position is that investments in limited partnerships of greater than 3% to 5% are considered more than minor and, therefore, should be accounted for using the equity method or fair value option. Investments accounted for using the equity method may be reported on a lag up to three months if financial statements of the investee are not available in sufficient time for the investor to apply the equity method as of the current reporting date. The determination of whether an investee’s results are recorded on a lag is made on an investment-by-investment basis. This investment in joint ventures is further described in Note 5 of these consolidated financial statements. Accounts Payable For the year ended December 31, 2023, the Company’s subsidiary Hoth Therapeutics Australia Pty Ltd, recorded approximately a $260,000 gain due to a settlement agreement on a payable balance with Novotech, a clinical trial management vendor. The gain is recognized in the consolidated statements of operations and comprehensive loss following a manner consistent with how the expense was originally recorded. Research and development costs Research and development costs, including acquired in-process research and development expenses for which there is no alternative future use, are expensed as incurred. Advance payments for goods and services that will be used in future research and development activities are expensed when the activity has been performed or when the goods have been received rather than when the payment is made. Stock-based compensation The Company accounts for share-based payment awards exchanged for services at the estimated grant date fair value of the award. Stock options issued under the Company’s long-term incentive plans are granted with an exercise price equal to no less than the market price of the Company’s stock at the date of grant and expire up to ten years from the date of grant. Options are generally issued fully vested. The Company accounts for forfeited awards as they occur. The Company estimates the fair value of stock option grants using the Black-Scholes option pricing model and the assumptions used in calculating the fair value of stock-based awards represent management’s best estimates and involve inherent uncertainties and the application of management’s judgment. Expected Term Expected Volatility Risk-Free Interest Rate Expected Dividend The Company grants restricted stock awards under its equity incentive plan. Restricted stock awards are granted to employees and non-employees. The restricted stock awards are measured based on the grant-date fair value. In general, the restricted stock awards vest over a service period of zero to three years. Stock-based compensation expense is generally recognized based on the straight-line basis over the requisite service period and forfeitures are accounted for as they occur. The Company has issued warrants to non-employees. The warrants are measured based on the grant-date fair value. In general, the warrants vest over a term of zero to ten years. Stock-based compensation expense is generally recognized based on the straight-line basis over the vesting term. Income taxes Income taxes are recorded in accordance with ASC 740, Income Taxes (“ASC 740”), which provides for deferred taxes using an asset and liability approach. The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the consolidated financial statements or tax returns. Deferred tax assets and liabilities are determined based on the difference between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Valuation allowances are provided, if based upon the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. The Company accounts for uncertain tax positions in accordance with the provisions of ASC 740. When uncertain tax positions exist, the Company recognizes the tax benefit of tax positions to the extent that the benefit would more likely than not be realized. The determination as to whether the tax benefit will more likely than not be realized is based upon the technical merits of the tax position as well as consideration of the available facts and circumstances. Net loss per share Net loss per share is computed by dividing net loss by the weighted average number of common stock outstanding during the period. Since the Company had a net loss in the periods presented, basic and diluted net loss per common share are the same. The following were excluded from the computation of diluted shares outstanding due to the losses for each period presented, as they would have had an anti-dilutive impact on the Company’s net loss: Year Ended December 31, Potentially dilutive securities 2023 2022 Warrants 4,213,515 402,840 Options 169,362 104,651 Non-vested restricted stock awards 1,693 3,384 Total 4,384,570 510,875 Recent accounting pronouncements Currently, management does not believe that any recently issued, but not yet effective accounting pronouncements, if currently adopted, would have a material impact on the Company’s consolidated financial statements. |
License Agreements
License Agreements | 12 Months Ended |
Dec. 31, 2023 | |
License Agreements [Abstract] | |
License Agreements | Note 3-License Agreements The following summarizes the Company’s research and development expenses for licenses acquired during the years ended December 31, 2023 and 2022: Year Ended December 31, 2023 2022 The George Washington University $ 66,172 $ 66,586 North Carolina State University — 27,500 Virginia Commonwealth University (275,000 ) — University of Cincinnati 7,500 7,500 Adjustment — (15,000 ) $ (201,328 ) $ 86,586 The George Washington University During the year ended December 31, 2023, the Company recorded an expense of approximately $29,000 related to warrants granted to The George Washington University (“GW”) pursuant to the patent license agreement with GW dated February 1, 2020 (“GW Patent License Agreement”) and the patent license agreement with GW dated August 7, 2020 (“Second GW Patent License Agreement”). The Company recorded an expense of $30,000 for a milestone payment pursuant to GW Patent License Agreement. The Company also recorded $7,500 the year ended December 31, 2023 for license maintenance fees. During the year ended December 31, 2022, the Company recorded an expense of approximately $53,000 related to warrants granted to The George Washington University (“GW”) pursuant to the patent license agreement with GW dated February 1, 2020 (“GW Patent License Agreement”) and the patent license agreement with GW dated August 7, 2020 (“Second GW Patent License Agreement”). The Company also recorded $14,000 the year ended December 31, 2022 for license maintenance fees. North Carolina State University During the year ended December 31, 2023, the Company paid $0 for the license fee associated with the license agreement by and between the Company and North Carolina State University dated February 25, 2021. During the year ended December 31, 2022, the Company paid approximately $28,000 for the license fee associated with the license agreement by and between the Company and North Carolina State University dated February 25, 2021. Virginia Commonwealth University On August 16, 2023, the Company terminated its license agreement by and between the Company and Virginia Commonwealth University dated May 18, 2020. As of December 31, 2023, the Company reversed its prior accrual of $150,000 for five As of December 31, 2022, the Company accrued $150,000 for five years of annual minimum payments and $125,000 for annual maintenance fees. Chelexa Biosciences, Inc. and the University of Cincinnati During the year ended December 31, 2023, the Company paid $2,500 for the annual license maintenance fee and $5,000 for the minimum royalty fee to the University of Cincinnati associated with the Assignment and Assumption Agreement by and between the Company and Chelexa Biosciences dated May 14, 2020. During the year ended December 31, 2022, the Company paid $2,500 for the annual license maintenance fee and $5,000 for the minimum royalty fee associated to the University of Cincinnati with the Assignment and Assumption Agreement by and between the Company and Chelexa Biosciences dated May 14, 2020. |
Note Receivable
Note Receivable | 12 Months Ended |
Dec. 31, 2023 | |
Note Receivable [Abstract] | |
Note Receivable | Note 4-Note Receivable Pursuant to the sublicense agreement dated July 30, 2020 by and between the Company and Isoprene Pharmaceuticals, Inc. (“Isoprene”), the Company made an investment of $50,000 in Isoprene in the form of a convertible promissory note (the “Isoprene Note”) on September 10, 2020. The Isoprene Note was due to mature on September 10, 2022 and accrued interest at a rate equal to the lower of: (i) the highest lawful rate permitted under applicable law and (ii) 6% per annum. The Isoprene Note could not be prepaid without the prior written consent of the Company; provided, however, that if the Isoprene Note had not been converted in connection with a Qualified Financing (as defined or a Change of Control (as defined) by the two year anniversary of the date of the issuance of the Isoprene Note, Isoprene could elect, in its sole discretion, to repay the Isoprene Note and any accrued interest thereon. As of the maturity date of the Isoprene Note, neither a Qualified Financing nor a Change of Control had occurred, and the Isoprene Note of $50,000 and accrued interest of approximately $6,000 was paid off on October 21, 2022. |
Fair Value of Financial Assets
Fair Value of Financial Assets and Liabilities | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value of Financial Assets and Liabilities [Abstract] | |
Fair Value of Financial Assets and Liabilities | Note 5-Fair Value of Financial Assets and Liabilities The following tables present the Company’s assets and liabilities that are measured at fair value at December 31, 2023 and 2022: Fair value measured at December 31, 2023 Total at Quoted Significant Significant Assets Marketable securities - mutual fund $ — $ — $ — $ — Investment in joint ventures $ 37,400 $ — $ — $ 37,400 Fair value measured at December 31, 2022 Total at Quoted (Level 1) Significant Significant (Level 3) Assets Marketable securities - mutual fund $ 209,320 $ 209,320 $ — $ — Investment in joint ventures $ 33,000 $ — $ — $ 33,000 Level 3 Measurement The following table sets forth a summary of the changes in the fair value of the Company’s Level 3 financial assets that are measured at fair value on a recurring basis: Investment in joint ventures at fair value at December 31, 2021 $ 410,000 Change in fair value of investments in joint ventures (377,000 ) Investment in joint ventures at fair value at December 31, 2022 33,000 Change in fair value of investments in joint ventures 4,400 Investment in joint ventures at fair value at December 31, 2023 $ 37,400 Investment in joint ventures The Company has elected to measure the investment in joint ventures using the fair value option at each reporting date. Under the fair value option, bifurcation of an embedded derivative is not necessary, and all related gains and losses on the host contract and derivative due to change in the fair value will be reflected in interest income and other income (expense), net in the consolidated statements of operations and comprehensive loss. The value at which the Company’s investment in joint ventures is carried on its books is adjusted to estimated fair value at the end of each quarter, taking into account general economic and stock market conditions and those characteristics specific to the underlying investments. Investment in HaloVax On March 23, 2020, the Company entered into a Development and Royalty Agreement (the “Development and Royalty Agreement”) with Voltron Therapeutics, Inc. (“Voltron”) to form a joint venture entity named HaloVax, LLC (“HaloVax”) to jointly develop potential product candidates for the prevention of COVID-19 based upon certain technology that had been exclusively licensed by Voltron from The General Hospital Corporation (d/b/a Massachusetts General Hospital). Pursuant to the Development and Royalty Agreement, the Company is entitled to receive sales-based royalties. In addition, pursuant to the terms of the Development and Royalty Agreement, on March 23, 2020, the Company and HaloVax entered into a Membership Interest Purchase Agreement pursuant to which the Company purchased 5% of HaloVax’s outstanding membership interests for $250,000 on March 27, 2020 (the “Initial Closing Date”) and had the option to purchase up to an additional 25% of HaloVax’s membership interests (for $3,000,000 (inclusive of the $250,000)), which option expired 30 days after the Initial Closing Date. On May 28, 2020, the Company entered into a Membership Interest Purchase Agreement to purchase 1% of HaloVax’s outstanding membership interest for a purchase price of $100,000. During the fourth quarter of 2022, the Company identified indicators of impairment for the HaloVax investment as a result of adverse changes in HaloVax’s business operations, including liquidity concerns. As a result, the Company recorded an impairment charge of approximately $0.4 million in the fourth quarter of 2022. The investment in HaloVax was valued at $0 as of December 31, 2023 and 2022. Investment in Zylö In connection with the Company’s March 2020 underwritten public offering of shares of its common stock, on May 4, 2020, the Company purchased 120,000 shares of Zylö’s Class B common stock for $60,000. On December 8, 2021, the Company entered into a third amendment (the “Zylö Amendment”) to the Exclusive Sublicense Agreement with Zylö originally dated August 19, 2019, pursuant to which the Company licensed its novel cannabinoid therapeutic, HT-005 for lupus patients, back to Zylö. Pursuant to the Zylö Amendment, on December 6, 2021, Zylö issued the Company 100,000 shares of its Class B common stock. In addition, pursuant to the Zylö Amendment, within 90 days following a sale by Zylö of all of its assets and rights related to HT-005 to a third-party (a “Sale”), Zylö shall pay the Company a low single digit percent of the net proceeds received by it attributable to HT-005 in the United States and Canada and their respective territories (collectively, the “Territory”) for the purposes of therapeutic uses related to lupus in humans (the “Field”). After the Sale, any and all rights of the Company pursuant to the Exclusive Sublicense Agreement, including all amendments thereto, shall terminate. Furthermore, pursuant to the Zylö Amendment, following the date of the first commercial sale of HT-005 in the Territory, in the Field, Zylö shall pay the Company (i) a low single digit percent of the Net Sales (as defined in the Exclusive Sublicense Agreement) of HT-005 in the event HT-005 is sold in the Territory and (ii) a low double digit percent of any royalty that Zylö receives through the sublicense to a third-party based on Net Sales of HT-005 in the Territory which payments shall continue in each country in the Territory until expiration of the last-to-expire Valid Claim (as defined in the Exclusive Sublicense Agreement). During December 2022, Zylö conducted a 409A valuation of their Class B common stock and valued its share price at $0.15 per share. This value was ratified by Zylö’s board of directors in December 2022. In December 2023, Zylö conducted a 409A valuation of their Class B common stock and valued its share price at $0.17 per share. This value was ratified by Zylö’s board of directors in December 2023. The valuation reflects a probability-weighted present value of expected future investment returns considering certain possible outcomes and the rights of each class of Zylö’s equity. The future values of the common stock under the various outcomes are discounted back to the valuation date at a risk-adjusted discount rate and probability weighted to determine the value for the Class B common stock. Significant unobservable inputs in the valuation include: (i) probabilities of each scenario, (ii) timing of occurrence, (iii) future valuation; (iv) and the risk-adjusted discount rate. During the years ended December 31, 2023 and 2022, the Company recorded approximately $4,400 in unrealized gain on this investment and $27,000 in unrealized loss on this investment, respectively. The investment in Zylö was valued at $37,400 and $33,000 as of December 31, 2023 and 2022, respectively. |
Stockholder_s Equity
Stockholder’s Equity | 12 Months Ended |
Dec. 31, 2023 | |
Stockholder’s Equity [Abstract] | |
Stockholder’s Equity | Note 6-Stockholder’s Equity Preferred Stock The Company is authorized to issue up to 10,000,000 shares of preferred stock. This preferred stock may be issued in one or more series, and shall have such designations, preferences and relative, participating, optional or other special rights and qualifications, limitations or restrictions thereof as shall be determined at the time of issuance by the Company’s board of directors without further action by the Company’s shareholders. As of December 31, 2023, 5,000,000 shares of the Company’s preferred stock has been designated as Series A Convertible Preferred Stock and 2,000,000 shares of the Company’s preferred stock has been designated as Series B Preferred Stock. Series A Convertible Preferred Stock The shares of Series A Convertible Preferred Stock, par value $0.0001 per share, are not mandatorily redeemable and do not embody an unconditional obligation to settle in a variable number of equity shares. As such, the shares of Series A Convertible Preferred Stock are classified as permanent equity on the consolidated balance sheets. The holders’ contingent redemption right in the event of certain deemed liquidation events does not preclude permanent equity classification. Further, the shares of Series A Convertible Preferred Stock are considered an equity-like host for purposes of assessing embedded derivative features for potential bifurcation. The embedded conversion feature is considered to be clearly and closely related to the associated convertible preferred stock host instrument and therefore was not bifurcated from the equity host. Series B Preferred Stock On November 2, 2022, the Company filed a Certificate of Designation of the Series B Preferred Stock (the “Certificate of Designation”) with the Secretary of State of the State of Nevada to create a new class of Series B Preferred Stock, par value $0.0001 per share (the “Series B Preferred Stock”). The Certificate of Designation designated 2,000,000 shares of authorized preferred stock as Series B Preferred Stock. The Series B Preferred Stock were not entitled to receive dividends or any other distributions. The Series B Preferred Stock were entitled to ten votes per share and voted together with the Company’s issued and outstanding shares of common stock as a single class exclusively with respect to the Authorized Stock Increase (as defined herein). The Series B Preferred Stock had no rights as to any distribution or assets of the Company upon a liquidation, bankruptcy, reorganization, merger, acquisition, sale, dissolution or winding up of the Company. On November 2, 2022, the Company entered into a Subscription and Investment Representation Agreement with an investor pursuant to which the Company issued and sold 2,000,000 shares of its newly designated Series B Preferred Stock to such purchaser for an aggregate purchase price of $1,000. On December 12, 2022, the Company’s shareholders approved an increase to the number of authorized shares of the Company’s common stock from 3,000,000 to 50,000,000 shares (the “Authorized Stock Increase”). On December 13, 2022, upon filing a Certificate of Amendment to its Articles of Incorporation, as amended, to increase its authorized shares of common stock, the outstanding shares of Series B Preferred Stock were redeemed in whole for an aggregate price of $10 automatically and effective immediately after the effectiveness of the Authorized Stock Increase. Common Shares On December 12, 2022, shareholders of the Company approved an increase to the number of authorized shares of the Company’s common stock from 3,000,000 shares to 50,000,000 shares, and on December 13, 2022, the Company filed a Certificate of Amendment to its Articles of Incorporation, as amended, to effectuate such increase. Securities Purchase Agreements On September 13, 2023, the Company entered into a securities purchase agreement with certain institutional investors pursuant to which it sold (i) 549,275 shares of common stock and (ii) pre-funded warrants (the “September Pre-Funded Warrants”) to purchase up to 550,725 shares of common stock at a purchase price of $2.63 per share of common stock and a purchase price of $2.629 per September Pre-Funded Warrant. Concurrently with the sale of common stock and/or the September Pre-Funded Warrants, pursuant to the in a private placement, the Company issued and sold prior to deducting placement agent’s fees and other offering expenses payable by the Company On December 29, 2022, the Company entered into a securities purchase agreement with an accredited investor pursuant to which it agreed to sell an aggregate of (i) 140,000 shares of common stock, (ii) December Pre-Funded Warrants to purchase up to 1,860,000 shares of common stock and (iii) December Common Stock Warrants to purchase up to 2,500,000 shares of common stock at a purchase price of $5.00 per share and accompanying warrant (less $0.001 for each December Pre-Funded Warrant and accompanying warrant) in a private placement for aggregate gross proceeds of approximately $10 million, exclusive of placement agent commission and fees and other offering expenses. The closing of the offering occurred on January 3, 2023. Each December Common Stock Warrant is exercisable for a period of five and one-half years from the issuance date at an exercise price of $5.00 per share, subject to adjustment, and may, under certain circumstances, be exercised on a cashless basis. Each December Pre-Funded Warrant is exercisable until exercised in full at an exercise price of $0.001 per share and may be exercised on a cashless basis. In addition, pursuant to the terms of the offering, the Company issued H.C. Wainwright & Co., LLC the December Wainwright Warrants to purchase up to 100,000 shares of the Company’s common stock. The December Wainwright Warrants are exercisable for a period of five and one-half years from the issuance date at an exercise price of $6.25 per share, subject to adjustment, and may, under certain circumstances, be exercised on a cashless basis. Public Offering of Securities On April 14, 2022, the Company closed an underwritten public offering of 329,412 shares of the Company’s common stock at a price to the public of $21.25 per share (the “Offering Price”). Pursuant to the terms of an underwriting agreement dated April 11, 2022 between the Company and EF Hutton, division of Benchmark Investments, LLC, as representative of the several underwriters (the “Underwriters”), the Company granted the Underwriters a 45-day option to purchase up to an additional 49,412 shares of the Company’s common stock to cover over-allotments, if any, at the Offering Price less the underwriting discounts and commissions. The net proceeds to the Company from the sale of the shares, after deducting the underwriting discounts and commissions and other estimated offering expenses payable by the Company, were $6.0 million. The Underwriters did not exercise their over-allotment option. 2018 Equity Incentive Plan The compensation committee of the board of directors increased the number of shares reserved pursuant to the Company’s 2018 Equity Incentive Plan (“2018 Plan”) by 26,878 shares effective as of January 1, 2021, such that as of January 1, 2021, the Company had an aggregate of 66,878 shares of common stock reserved for issuance pursuant to the 2018 Plan. On June 24, 2021, at the annual meeting of shareholders, shareholders of the Company approved an amendment to the 2018 Plan to further increase the number of shares reserved for issuance thereunder from 66,878 shares to 146,878 shares. On February 2, 2022, the compensation committee of the board of directors further increased the number of shares reserved for issuance under the 2018 Plan from 146,878 shares to 156,878 shares. On January 11, 2023, the compensation committee of the board of directors further increased the number of shares reserved for issuance under the 2018 Plan from 156,878 shares to 166,878 shares. On January 4, 2024, the compensation committee of the board of directors further increased the number of shares reserved for issuance under the 2018 Plan from 166,878 shares to 176,878 shares. 2022 Equity Incentive Plan On March 24, 2022, the Company’s board of directors adopted the Hoth Therapeutics, Inc. 2022 Omnibus Equity Incentive Plan (the “2022 Plan”) initially reserving 96,000 shares of the Company’s common stock for issuance thereunder. The 2022 Plan became effective on June 23, 2022 upon approval of the 2022 Plan by the Company’s shareholders at the Company’s annual meeting of shareholders. On June 2, 2023, the Company’s board of directors approved the Hoth Therapeutics, Inc. Amended and Restated 2022 Omnibus Equity Incentive Plan (the “Amended and Restated 2022 Plan”) which was approved by stockholders on August 18, 2023. Under the Amended and Restated 2022 Plan there are 591,317 shares of Company common stock available for grant. Restricted Stock Awards A summary of the Company’s restricted stock awards granted under the equity incentive plans during the years ended December 31, 2023 and 2022 is as follows: Number of Weighted Nonvested at December 31, 2021 100 $ 75.00 Granted 5,075 3.16 Vested (1,791 ) 7.17 Nonvested at December 31, 2022 3,384 $ 3.16 Vested (1,691 ) 3.16 Nonvested at December 31, 2023 1,693 $ 3.16 As of December 31, 2023, approximately $3,000 of unrecognized stock-based compensation expense was related to restricted stock awards. The weighted average remaining contractual term of unvested restricted stock awards was approximately 1.0 year at December 31, 2023. Stock Options During the year ended December 31, 2023, pursuant to and subject to the available number of shares reserved under the 2022 Plan, the Company issued an aggregate of 90,000 options to the Company’s employees and directors. The aggregate grant date fair value of these options was approximately $0.2 million. During the year ended December 31, 2022, pursuant to and subject to the available number of shares reserved under the 2018 Plan, the Company issued an aggregate of 51,800 options to the Company’s directors. The aggregate grant date fair value of these options was approximately $0.6 million. The fair value of options granted in 2023 and 2022 was estimated using the following assumptions: Year Ended December 31, 2023 2022 Exercise price $ 2.59 $ 14.75 Term (years) 10 10 Expected stock price volatility 105.00 % 96.10 % Risk-free rate of interest 4.02 % 2.10 % A summary of option activity under the Company’s stock option plan for the years ended December 31, 2023 and 2022 is presented below: Number of Weighted Total Weighted Outstanding as of December 31, 2021 52,851 84.15 — 8.6 Options issued 51,800 14.75 — 9.2 Outstanding as of December 31, 2022 104,651 49.80 — 8.3 Options expired (25,289 ) 46.10 — — Options issued 90,000 2.59 — 9.5 Outstanding as of December 31, 2023 169,362 26.78 — 8.4 Options vested and exercisable as of December 31, 2023 169,362 26.78 — 8.4 All outstanding stock options are fully vested. Stock Based Compensation Stock-based compensation expense for the years ended December 31, 2023 and 2022 was as follows: Year Ended December 31, 2023 2022 Employee and director stock option awards $ 182,522 $ 560,376 Employee and director restricted stock awards 7,734 7,836 Non-employee stock warrant awards 26,173 52,586 $ 216,428 $ 620,798 For the years ended December 31, 2023 and 2022, the amount of stock-based compensation expense included within research and development and general and administrative expenses was as follows: Year Ended December 31, 2023 2022 Research and development $ 26,172 $ 52,586 General and administrative 190,256 568,212 $ 216,428 $ 620,798 Warrants A summary of warrant activity for the years ended December 31, 2023 and 2022 is presented below: Number of Weighted Total Weighted Outstanding as of December 31, 2021 402,840 49.83 — 2.3 Outstanding as of December 31, 2022 402,840 49.83 — 1.4 Issued 6,165,725 2.61 — 4.5 Exercised (2,355,050 ) 0.00 — — Outstanding as of December 31, 2023 4,213,515 7.01 — 4.5 Warrants exercisable as of December 31, 2023 4,212,751 6.99 — 4.5 The Company has determined that the warrants should be accounted as a component of stockholders’ equity. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies [Abstract] | |
Commitments and Contingencies | Note 7-Commitments and Contingencies Office lease Effective November 2023, the Company leased office space for a two year term. The Company’s office lease contains a renewal option. The Company has evaluated several factors in assessing whether there is reasonable certainty that the Company will exercise its contractual renewal option concluding that it is not reasonably certain to exercise such option. As it is not reasonably certain to be exercised, the Company excluded the renewal term in determining the lease term used in calculating the right-of-use asset and lease liability. Prior to entering into this lease, the Company has not entered into any lease arrangements in excess of 12 months. The table below presents certain information related to the Company’s lease cost: Year Ended December 31, 2023 2022 Operating lease expense $ 5,464 $ — Short term lease expense $ 33,351 $ 66,834 Total lease cost $ 38,815 $ 66,834 Right-of-use asset and lease liability for operating leases were recorded in the consolidated balance sheets as follows: As of Assets Lease right of use assets $ 55,165 Total lease assets $ 55,165 Liabilities Current liabilities: Lease liability - current portion $ 28,839 Noncurrent liabilities: Lease liability, net of current portion $ 26,326 Total lease liability $ 55,165 Supplemental cash flow information related to the Company’s leases for the year ended December 31, 2023 were as follows: Cash paid for amounts included in the measurement of lease liabilities Operating cash flows for operating leases $ 5,464 The weighted-average remaining lease term for the operating lease is 1.8 years and the weighted-average incremental borrowing rate is 10% as of December 31, 2023. As of December 31, 2023, future minimum lease payments required under operating leases are as follows: 2024 $ 32,784 2025 27,320 Total minimum lease payments $ 60,104 Less: effects of discounting (4,939 ) Present value of future minimum lease payments $ 55,165 Litigation The Company is not currently a party to any material legal proceedings and is not aware of any pending or threatened claims. From time to time, the Company may be subject to various legal proceedings and claims that arise in the ordinary course of its business activities. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2023 | |
Income Taxes [Abstract] | |
Income taxes | Note 8-Income taxes The table below presents the components of the provision for taxes: The Company’s provision is primarily driven by the full valuation allowance in 2023 and 2022. As of December 31, 2023 2022 Current U.S. Federal $ - $ - U.S. State - - U.S. Foreign - - Total current provision Deferred - - U.S. Federal - - U.S. State - - U.S. Foreign - - Total deferred benefit - Change in valuation allowance - - Total provision for income taxes $ - $ - At December 31, 2023 and 2022, the tax effects of the temporary differences and carryforwards that give rise to deferred tax assets consist of the following: As of December 31, 2023 2022 Deferred tax assets Net operating loss carryforwards $ 11,926,158 $ 10,378,471 Research and development credits - - Capitalized research costs 2,272,029 1,211,477 Equity based compensation 549,587 670,035 Licenses acquired 266,091 338,239 Depreciation - - Accruals and other temporary differences 297,949 215,152 Total deferred tax assets 15,311,814 12,813,374 Less valuation allowance (15,311,814 ) (12,813,374 ) Deferred tax assets, net of allowance $ - $ - A reconciliation of the statutory income tax rates and the Company’s effective tax rate for the years ended December 31, 2023 and 2022 is as follows: Years Ended 2023 2022 Statutory federal income tax rate 21.0 % 21.0 % State taxes, net of federal benefit 10.3 % 9.5 % Impact of non-U.S. earnings 0.0 % 0.0 % Permanent items 0.0 % (0.9 )% Credits 0.8 % 0.0 % Equity compensation 0.0 % (0.1 )% Rate changes 0.0 % 0.0 % Foreign rate differential 0.1 % 0.0 % Previous tax year adjustment (0.2 )% 10.0 % Other 0.0 % 0.0 % Change in valuation allowance (32.0 )% (39.6 )% Total 0.0 % 0.0 % The Company has determined, based upon available evidence, that it is more likely than not that the net deferred tax assets will not be realized and, accordingly, has provided a full valuation allowance against its net deferred tax assets. As of December 31, 2023 and December 31, 2022, the Company has Federal net operating loss carryforwards of approximately $37.7 million and $32.9 million available to reduce future taxable income, if any, for Federal tax purposes. Approximately $1.5 million of Federal net operating losses can be carried forward to future tax years and expire in 2037. The Federal net operating loss generated during the years ended after December 31, 2017 of approximately $36.0 million can be carried forward indefinitely; however, the deduction for net operating losses incurred in tax years beginning after January 1, 2018 is limited to 80% of annual taxable income. In addition, the Company had approximately $0.5 million and $0.3 million of net operating losses at its subsidiary located in Australia, as of December 31, 2023 and December 31, 2022, respectively. As required by the 2017 Tax Cuts and Jobs Act and effective in 2022, the deferred tax asset as of December 31, 2023 and December 31, 20222, included $2.3 million and $1.2 million related to the mandatory capitalization of research and development expenses. On August 16, 2022, the Inflation Reduction Act of 2022 (“IRA”) was signed into law. The IRA increased and modified the qualified small business (“QSB”) payroll tax credit for increasing research activities. Provision 13902 of the IRA of 2022 increased the maximum amount of payroll tax research credit that a QSB can elect to apply against payroll tax liability from $250,000 to $500,000 for tax years beginning after December 31, 2022. This payroll tax credit is a creditable tax credit against the employer’s portion of social security taxes, and the IRA also modified IRC 3111(f) to allow a portion of the payroll tax credit to apply against the employer’s portion of Medicare tax. For the year ended December 31, 2023, the Company recorded $0.1 million of other income for the payroll tax credit and $0.2 million is still outstanding. The remaining research credit carryforward of $0.2 million will be utilized in the future as an offset against payroll taxes at the time the payroll tax is incurred. The utilization of the Company’s net operating loss carryforwards and research tax credit carryovers could be subject to annual limitations under Section 382 and 383 of the Internal Revenue Code of 1986, as amended (the “Code”), and similar state tax provisions, due to ownership change limitations that may have occurred previously or that could occur in the future. These ownership changes limit the amount of net operating loss carryforwards and other deferred tax assets that can be utilized to offset future taxable income and tax, respectively. In general, an ownership change, as defined by Section 382 and 383 of the Code, results from transactions increasing ownership of certain stockholders or public groups in the stock of the corporation by more than 50 percent points over a three-year period. The Company has not conducted an analysis of an ownership change under Section 382 of the Code. To the extent that a study is completed and an ownership change is deemed to occur, the Company’s net operating losses and tax credits could be limited. At December 31, 2023 and 2022, the Company did not have any significant uncertain tax positions. The Company will recognize interest and penalties related to uncertain tax positions, as applicable, in income tax expense. As of December 31, 2023 and 2022, the Company had no All of the Company’s tax years will remain open for examination by the Federal and state tax authorities from the date of utilization of the net operating loss. Management asserts that its foreign earnings are permanently reinvested, and therefore, have not provided deferred taxes on foreign cash. Additionally, no additional income taxes have been provided for any remaining undistributed foreign earnings not subject to the transition tax, or any additional outside basis differences inherent in our foreign subsidiaries, as these amounts continue to be indefinitely reinvested in foreign operations. The company will continue to monitor the foreign cash position as they maintain the assertion that foreign earnings are permanently reinvested. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2023 | |
Subsequent Events [Abstarct] | |
Subsequent Events | Note 9-Subsequent Events The Company has evaluated subsequent events and transactions that occurred up to the date the consolidated financial statements were issued. Based upon this review, except for as noted below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the consolidated financial statements. On January 4, 2024, the compensation committee of the board of directors increased the number of shares reserved for issuance under the 2018 Plan from 166,878 shares to 176,878 shares. On January 26, 2024, the Company provided 60 days notice to the George Washington University of its termination of the license agreement for its breath based diagnostic device. The license agreement terminated on March 26, 2024. On February 6, 2024, the Company received notice that its office lease was to be terminated. The Company and its landlord agreed to relocate its office space to another location under substantially the same terms and conditions as its existing lease. Monthly payments for the new office lease are unchanged and term of the lease expires in February 2026. On March 27, 2024, the Company entered into a warrant inducement agreement with a holder of certain of its existing warrants to immediately exercise for cash an aggregate 2,500,000 warrants to purchase shares of the Company’s common stock at a reduced exercise price of $1.6675 per share for gross proceeds to the Company of approximately $4.2 million. The exercised warrants were issued pursuant to a securities purchase agreement dated December 29, 2022, by and between the Company and a certain accredited investor. Each warrant was exercisable for a period of five and one-half years from the issuance date at an original exercise price of $5.00 per share. As an inducement to such exercise, the Company agreed to issue new unregistered warrants to purchase up to 3,750,000 shares of the Company’s common stock at an exercise price of $1.50 per share. The warrants are exercisable immediately upon issuance and will expire on July 3, 2028. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Pay vs Performance Disclosure | ||
Net Income (Loss) | $ (7,845,390) | $ (11,371,953) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Dec. 31, 2023 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Significant Accounting Policies [Abstract] | |
Basis of presentation and principles of consolidation | Basis of presentation and principles of consolidation The Company’s consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). The accompanying consolidated financial statements include the accounts of the Company’s wholly-owned subsidiaries, merveille.ai which was incorporated under the laws of Nevada on October 4, 2023 and Hoth Therapeutics Australia Pty Ltd, which was incorporated under the laws of the State of Victoria in Australia on June 5, 2019. All significant intercompany balances and transactions have been eliminated in consolidation. |
Reclassifications | Reclassifications Certain line items on the statement of operations and comprehensive loss for the year ended December 31, 2022 have been reclassified to conform to the current period presentation. Research and development - licenses acquired (including stock-based compensation) of $0.1 million was reclassified to research and development. Compensation and related expenses (including stock-based compensation) of $2.6 million, professional fees (including stock-based compensation) of $2.5 million, rent of $0.1 million, and other general and administrative expense of $1.0 million were consolidated into one general and administrative line item. Dividend income and realized and unrealized gains and losses have been separately presented within other income (expense), net. These reclassifications did not change our reported net loss or comprehensive loss for the year ended December 31, 2022. |
Emerging growth company | Emerging growth company As an emerging growth company, the Company may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, as amended, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the Jumpstart Our Business Startups Act of 2012 (“JOBS Act”) exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act of 1933, as amended, registration statement declared effective or do not have a class of securities registered under the Securities Exchange Act of 1934, as amended) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statement with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. However, beginning December 31, 2024, we will no longer be an “emerging growth company,” and will no longer have the ability to delay adoption of these new or revised accounting standards, or to take advantage of reduced corporate governance disclosures. |
Use of estimates | Use of estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of expenses during the reporting periods. The most significant estimates in the Company’s consolidated financial statements relate to stock-based compensation and the valuation allowance of deferred tax assets resulting from net operating losses. These estimates and assumptions are based on current facts, historical experience and various other factors believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the recording of expenses that are not readily apparent from other sources. Actual results may differ materially and adversely from these estimates. To the extent there are material differences between the estimates and actual results, the Company’s future results of operations will be affected. |
Cash and cash equivalents | Cash and cash equivalents The Company considers all highly liquid investments purchased with original maturities of 90 days or less at acquisition to be cash equivalents. There were no cash equivalents as of December 31, 2023 and December 31, 2022, respectively. Cash held in foreign bank accounts totaled $0.1 million and $0.4 million as of December 31, 2023 and December 31, 2022, respectively. |
Marketable securities | Marketable securities Marketable securities are classified as trading and are carried at fair value. The Company’s marketable securities consist of a mutual fund which is valued at a quoted market price. |
Concentrations of credit risk and off-balance sheet risk | Concentrations of credit risk and off-balance sheet risk The Company has significant cash balances at financial institutions which, throughout the year, regularly exceed the federally insured limit of $250,000. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 820, Fair Value Measurements The fair value of the Company’s assets and liabilities, which would qualify as financial instruments under ASC Topic 820, approximates the carrying amounts represented in the Company’s balance sheet, primarily due to their short-term nature. The accounting guidance classifies fair value measurements in one of the following three categories for disclosure purposes: Level 1: Quoted prices in active markets for identical assets or liabilities. Level 2: Inputs other than Level 1 prices for similar assets or liabilities that are directly or indirectly observable in the marketplace. Level 3: Unobservable inputs which are supported by little or no market activity and values determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant judgment or estimation. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. During the years ended December 31, 2023 and December 31, 2022, there were no changes in valuation techniques or transfers between Level 1, Level 2, and Level 3. |
Leases | Leases The Company determines if an arrangement is a lease at inception and classifies its leases at commencement. Operating leases are presented as right-of-use (“ROU”) assets and the corresponding lease liabilities are included in lease liability, current and lease liability, on the Company’s balance sheets. ROU assets represent the Company’s right to use an underlying asset, and lease liabilities represent the Company’s obligation to make lease payments in exchange for the ability to use the asset for the duration of the lease term. The Company has lease agreements which contain both lease and non-lease components, which it has elected to account for as a single lease component. As such, minimum lease payments include fixed payments for non-lease components within a lease agreement but exclude variable lease payments not dependent on an index or rate, such as common area maintenance, operating expenses, utilities, or other costs that are subject to fluctuation from period to period. Certain of the leases contain an option to extend the term of the lease. The option to extend a lease is included in the lease term only when it is reasonably certain that the Company will elect that option. Additionally, the Company does not record ROU assets or lease liabilities for short-term leases that have a term of twelve months or less at lease commencement. ROU assets and lease liabilities are recognized at the commencement date and determined using the present value of the future minimum lease payments over the lease term. The Company uses an incremental borrowing rate based on an estimated rate of interest for collateralized borrowing since the Company’s leases do not include an implicit interest rate. The estimated incremental borrowing rate considers market data, actual lease economic environment, and the lease term at commencement date. |
Investment in joint ventures | Investment in joint ventures Ownership interests in entities for which the Company has significant influence that are not consolidated are accounted for as equity method investments. SEC Staff Announcement: “Accounting for Limited Partnership Investments” (codified in ASC 323-30-S99-1) guidance requires the use of the equity method unless the investor’s interest “is so minor that the limited partner may have virtually no influence over partnership operating and financial policies.” The SEC staff’s position is that investments in limited partnerships of greater than 3% to 5% are considered more than minor and, therefore, should be accounted for using the equity method or fair value option. Investments accounted for using the equity method may be reported on a lag up to three months if financial statements of the investee are not available in sufficient time for the investor to apply the equity method as of the current reporting date. The determination of whether an investee’s results are recorded on a lag is made on an investment-by-investment basis. This investment in joint ventures is further described in Note 5 of these consolidated financial statements. |
Accounts Payable | Accounts Payable For the year ended December 31, 2023, the Company’s subsidiary Hoth Therapeutics Australia Pty Ltd, recorded approximately a $260,000 gain due to a settlement agreement on a payable balance with Novotech, a clinical trial management vendor. The gain is recognized in the consolidated statements of operations and comprehensive loss following a manner consistent with how the expense was originally recorded. |
Research and development costs | Research and development costs Research and development costs, including acquired in-process research and development expenses for which there is no alternative future use, are expensed as incurred. Advance payments for goods and services that will be used in future research and development activities are expensed when the activity has been performed or when the goods have been received rather than when the payment is made. |
Stock-based compensation | Stock-based compensation The Company accounts for share-based payment awards exchanged for services at the estimated grant date fair value of the award. Stock options issued under the Company’s long-term incentive plans are granted with an exercise price equal to no less than the market price of the Company’s stock at the date of grant and expire up to ten years from the date of grant. Options are generally issued fully vested. The Company accounts for forfeited awards as they occur. The Company estimates the fair value of stock option grants using the Black-Scholes option pricing model and the assumptions used in calculating the fair value of stock-based awards represent management’s best estimates and involve inherent uncertainties and the application of management’s judgment. Expected Term Expected Volatility Risk-Free Interest Rate Expected Dividend The Company grants restricted stock awards under its equity incentive plan. Restricted stock awards are granted to employees and non-employees. The restricted stock awards are measured based on the grant-date fair value. In general, the restricted stock awards vest over a service period of zero to three years. Stock-based compensation expense is generally recognized based on the straight-line basis over the requisite service period and forfeitures are accounted for as they occur. The Company has issued warrants to non-employees. The warrants are measured based on the grant-date fair value. In general, the warrants vest over a term of zero to ten years. Stock-based compensation expense is generally recognized based on the straight-line basis over the vesting term. |
Income taxes | Income taxes Income taxes are recorded in accordance with ASC 740, Income Taxes (“ASC 740”), which provides for deferred taxes using an asset and liability approach. The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the consolidated financial statements or tax returns. Deferred tax assets and liabilities are determined based on the difference between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Valuation allowances are provided, if based upon the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. The Company accounts for uncertain tax positions in accordance with the provisions of ASC 740. When uncertain tax positions exist, the Company recognizes the tax benefit of tax positions to the extent that the benefit would more likely than not be realized. The determination as to whether the tax benefit will more likely than not be realized is based upon the technical merits of the tax position as well as consideration of the available facts and circumstances. |
Net loss per share | Net loss per share Net loss per share is computed by dividing net loss by the weighted average number of common stock outstanding during the period. Since the Company had a net loss in the periods presented, basic and diluted net loss per common share are the same. The following were excluded from the computation of diluted shares outstanding due to the losses for each period presented, as they would have had an anti-dilutive impact on the Company’s net loss: Year Ended December 31, Potentially dilutive securities 2023 2022 Warrants 4,213,515 402,840 Options 169,362 104,651 Non-vested restricted stock awards 1,693 3,384 Total 4,384,570 510,875 |
Recent accounting pronouncements | Recent accounting pronouncements Currently, management does not believe that any recently issued, but not yet effective accounting pronouncements, if currently adopted, would have a material impact on the Company’s consolidated financial statements. |
Significant Accounting Polici_2
Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Significant Accounting Policies [Abstract] | |
Schedule of Anti-Dilutive Impact on the Company’s Net Loss | The following were excluded from the computation of diluted shares outstanding due to the losses for each period presented, as they would have had an anti-dilutive impact on the Company’s net loss: Year Ended December 31, Potentially dilutive securities 2023 2022 Warrants 4,213,515 402,840 Options 169,362 104,651 Non-vested restricted stock awards 1,693 3,384 Total 4,384,570 510,875 |
License Agreements (Tables)
License Agreements (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
License Agreements [Abstract] | |
Schedule of Research and Development Expenses for Licenses Acquired | The following summarizes the Company’s research and development expenses for licenses acquired during the years ended December 31, 2023 and 2022: Year Ended December 31, 2023 2022 The George Washington University $ 66,172 $ 66,586 North Carolina State University — 27,500 Virginia Commonwealth University (275,000 ) — University of Cincinnati 7,500 7,500 Adjustment — (15,000 ) $ (201,328 ) $ 86,586 |
Fair Value of Financial Asset_2
Fair Value of Financial Assets and Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value of Financial Assets and Liabilities [Abstract] | |
Schedule of Assets and Liabilities that are Measured at Fair Value | The following tables present the Company’s assets and liabilities that are measured at fair value at December 31, 2023 and 2022: Fair value measured at December 31, 2023 Total at Quoted Significant Significant Assets Marketable securities - mutual fund $ — $ — $ — $ — Investment in joint ventures $ 37,400 $ — $ — $ 37,400 Fair value measured at December 31, 2022 Total at Quoted (Level 1) Significant Significant (Level 3) Assets Marketable securities - mutual fund $ 209,320 $ 209,320 $ — $ — Investment in joint ventures $ 33,000 $ — $ — $ 33,000 |
Schedule of Changes in the Fair Value of the Company’s Level 3 Financial Assets | The following table sets forth a summary of the changes in the fair value of the Company’s Level 3 financial assets that are measured at fair value on a recurring basis: Investment in joint ventures at fair value at December 31, 2021 $ 410,000 Change in fair value of investments in joint ventures (377,000 ) Investment in joint ventures at fair value at December 31, 2022 33,000 Change in fair value of investments in joint ventures 4,400 Investment in joint ventures at fair value at December 31, 2023 $ 37,400 |
Stockholder_s Equity (Tables)
Stockholder’s Equity (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Stockholder’s Equity [Line Items] | |
Schedule of Restricted Stock Awards Granted | A summary of the Company’s restricted stock awards granted under the equity incentive plans during the years ended December 31, 2023 and 2022 is as follows: Number of Weighted Nonvested at December 31, 2021 100 $ 75.00 Granted 5,075 3.16 Vested (1,791 ) 7.17 Nonvested at December 31, 2022 3,384 $ 3.16 Vested (1,691 ) 3.16 Nonvested at December 31, 2023 1,693 $ 3.16 |
Schedule of Fair Value of Options Granted | The fair value of options granted in 2023 and 2022 was estimated using the following assumptions: Year Ended December 31, 2023 2022 Exercise price $ 2.59 $ 14.75 Term (years) 10 10 Expected stock price volatility 105.00 % 96.10 % Risk-free rate of interest 4.02 % 2.10 % |
Schedule of Warrant Activity | A summary of option activity under the Company’s stock option plan for the years ended December 31, 2023 and 2022 is presented below: Number of Weighted Total Weighted Outstanding as of December 31, 2021 52,851 84.15 — 8.6 Options issued 51,800 14.75 — 9.2 Outstanding as of December 31, 2022 104,651 49.80 — 8.3 Options expired (25,289 ) 46.10 — — Options issued 90,000 2.59 — 9.5 Outstanding as of December 31, 2023 169,362 26.78 — 8.4 Options vested and exercisable as of December 31, 2023 169,362 26.78 — 8.4 |
Schedule of Stock-Based Compensation Expense | Stock-based compensation expense for the years ended December 31, 2023 and 2022 was as follows: Year Ended December 31, 2023 2022 Employee and director stock option awards $ 182,522 $ 560,376 Employee and director restricted stock awards 7,734 7,836 Non-employee stock warrant awards 26,173 52,586 $ 216,428 $ 620,798 |
Schedule of Stock-Based Compensation Expense Included Research and Development and General and Administrative Expenses | For the years ended December 31, 2023 and 2022, the amount of stock-based compensation expense included within research and development and general and administrative expenses was as follows: Year Ended December 31, 2023 2022 Research and development $ 26,172 $ 52,586 General and administrative 190,256 568,212 $ 216,428 $ 620,798 |
Warrant [Member] | |
Stockholder’s Equity [Line Items] | |
Schedule of Warrant Activity | A summary of warrant activity for the years ended December 31, 2023 and 2022 is presented below: Number of Weighted Total Weighted Outstanding as of December 31, 2021 402,840 49.83 — 2.3 Outstanding as of December 31, 2022 402,840 49.83 — 1.4 Issued 6,165,725 2.61 — 4.5 Exercised (2,355,050 ) 0.00 — — Outstanding as of December 31, 2023 4,213,515 7.01 — 4.5 Warrants exercisable as of December 31, 2023 4,212,751 6.99 — 4.5 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies [Abstract] | |
Schedule of Lease Cost | The table below presents certain information related to the Company’s lease cost: Year Ended December 31, 2023 2022 Operating lease expense $ 5,464 $ — Short term lease expense $ 33,351 $ 66,834 Total lease cost $ 38,815 $ 66,834 |
Schedule of Right-of-Use Asset and Lease Liability for Operating Leases | Right-of-use asset and lease liability for operating leases were recorded in the consolidated balance sheets as follows: As of Assets Lease right of use assets $ 55,165 Total lease assets $ 55,165 Liabilities Current liabilities: Lease liability - current portion $ 28,839 Noncurrent liabilities: Lease liability, net of current portion $ 26,326 Total lease liability $ 55,165 |
Schedule of Supplemental Cash Flow Information | Supplemental cash flow information related to the Company’s leases for the year ended December 31, 2023 were as follows: Cash paid for amounts included in the measurement of lease liabilities Operating cash flows for operating leases $ 5,464 |
Schedule of Future Minimum Lease Payments | As of December 31, 2023, future minimum lease payments required under operating leases are as follows: 2024 $ 32,784 2025 27,320 Total minimum lease payments $ 60,104 Less: effects of discounting (4,939 ) Present value of future minimum lease payments $ 55,165 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Taxes [Abstract] | |
Schedule of Valuation Allowance | The Company’s provision is primarily driven by the full valuation allowance in 2023 and 2022. As of December 31, 2023 2022 Current U.S. Federal $ - $ - U.S. State - - U.S. Foreign - - Total current provision Deferred - - U.S. Federal - - U.S. State - - U.S. Foreign - - Total deferred benefit - Change in valuation allowance - - Total provision for income taxes $ - $ - |
Schedule of Deferred Tax Assets | At December 31, 2023 and 2022, the tax effects of the temporary differences and carryforwards that give rise to deferred tax assets consist of the following: As of December 31, 2023 2022 Deferred tax assets Net operating loss carryforwards $ 11,926,158 $ 10,378,471 Research and development credits - - Capitalized research costs 2,272,029 1,211,477 Equity based compensation 549,587 670,035 Licenses acquired 266,091 338,239 Depreciation - - Accruals and other temporary differences 297,949 215,152 Total deferred tax assets 15,311,814 12,813,374 Less valuation allowance (15,311,814 ) (12,813,374 ) Deferred tax assets, net of allowance $ - $ - |
Schedule of Statutory Income Tax Rates and Effective Tax Rate | A reconciliation of the statutory income tax rates and the Company’s effective tax rate for the years ended December 31, 2023 and 2022 is as follows: Years Ended 2023 2022 Statutory federal income tax rate 21.0 % 21.0 % State taxes, net of federal benefit 10.3 % 9.5 % Impact of non-U.S. earnings 0.0 % 0.0 % Permanent items 0.0 % (0.9 )% Credits 0.8 % 0.0 % Equity compensation 0.0 % (0.1 )% Rate changes 0.0 % 0.0 % Foreign rate differential 0.1 % 0.0 % Previous tax year adjustment (0.2 )% 10.0 % Other 0.0 % 0.0 % Change in valuation allowance (32.0 )% (39.6 )% Total 0.0 % 0.0 % |
Organization and Description _2
Organization and Description of Business Operations (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | |
Sep. 13, 2023 | Dec. 31, 2023 | |
Organization and Description of Business Operations (Details) [Line Items] | ||
Shares of common stock (in Shares) | 549,275 | |
Common stock, shares purchase (in Shares) | 550,725 | |
Common stock, purchase price | $ 2.629 | |
Warrants to purchase (in Shares) | 1,100,000 | |
Aggregate gross proceeds (in Dollars) | $ 2.9 | |
Exercise price, per share | $ 2.505 | |
Date of incorporation | May 16, 2017 | |
Common Stock [Member] | ||
Organization and Description of Business Operations (Details) [Line Items] | ||
Common stock, purchase price | 2.63 | |
Pre-Funded Warrant [Member] | ||
Organization and Description of Business Operations (Details) [Line Items] | ||
Exercise price, per share | 0.001 | |
Wainwright Warrants [Member] | ||
Organization and Description of Business Operations (Details) [Line Items] | ||
Exercise price, per share | $ 3.2875 | |
Purchase of shares (in Shares) | 55,000 |
Significant Accounting Polici_3
Significant Accounting Policies (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Significant Accounting Policies [Line Items] | ||
Reclassified to research and development | $ 100,000 | |
Compensation and related expenses | 2,600,000 | |
Professional fees | 2,500,000 | |
Rent | 100,000 | |
General and administrative expense | 1,000,000 | |
Bank accounts | 100,000 | $ 400,000 |
Federally insured limit | 250,000 | |
Accounts Payable | $ 260,000 | |
Minimum [Member] | Limited Partnership [Member] | ||
Significant Accounting Policies [Line Items] | ||
Limited partnership, percentage | 3% | |
Maximum [Member] | Limited Partnership [Member] | ||
Significant Accounting Policies [Line Items] | ||
Limited partnership, percentage | 5% |
Significant Accounting Polici_4
Significant Accounting Policies (Details) - Schedule of Anti-Dilutive Impact on the Company’s Net Loss - shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Schedule of Anti-Dilutive Impact on the Company’s Net Loss [Line Items] | ||
Total Anti-dilutive | 4,384,570 | 510,875 |
Warrants [Member] | ||
Schedule of Anti-Dilutive Impact on the Company’s Net Loss [Line Items] | ||
Total Anti-dilutive | 4,213,515 | 402,840 |
Options [Member] | ||
Schedule of Anti-Dilutive Impact on the Company’s Net Loss [Line Items] | ||
Total Anti-dilutive | 169,362 | 104,651 |
Non-vested restricted stock awards [Member] | ||
Schedule of Anti-Dilutive Impact on the Company’s Net Loss [Line Items] | ||
Total Anti-dilutive | 1,693 | 3,384 |
License Agreements (Details)
License Agreements (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
License Agreements [Line Items] | ||
Recorded an expense | $ 29,000 | $ 53,000 |
License maintenance fee | 7,500 | 14,000 |
Principal amount | $ 150,000 | $ 150,000 |
Annual minimum payments, term | 5 years | 5 years |
Annual maintenance fees | $ 125,000 | $ 125,000 |
Annual license maintenance fee | 2,500 | 2,500 |
Minimum annual royalty fee | 5,000 | 5,000 |
GW Patent License Agreement [Member] | ||
License Agreements [Line Items] | ||
Recorded an expense | 30,000 | |
North Carolina State University [Member] | ||
License Agreements [Line Items] | ||
License fee | $ 0 | $ 28,000 |
License Agreements (Details) -
License Agreements (Details) - Schedule of Research and Development Expenses for Licenses Acquired - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Schedule of Research and Development Expenses for Licenses Acquired [Line Items] | ||
Research and development expense | $ (201,328) | $ 86,586 |
The George Washington University [Member] | ||
Schedule of Research and Development Expenses for Licenses Acquired [Line Items] | ||
Research and development expense | 66,172 | 66,586 |
North Carolina State University [Member] | ||
Schedule of Research and Development Expenses for Licenses Acquired [Line Items] | ||
Research and development expense | 27,500 | |
Virginia Commonwealth University [Member] | ||
Schedule of Research and Development Expenses for Licenses Acquired [Line Items] | ||
Research and development expense | (275,000) | |
University of Cincinnati [Member] | ||
Schedule of Research and Development Expenses for Licenses Acquired [Line Items] | ||
Research and development expense | 7,500 | 7,500 |
Adjustment [Member] | ||
Schedule of Research and Development Expenses for Licenses Acquired [Line Items] | ||
Research and development expense | $ (15,000) |
Note Receivable (Details)
Note Receivable (Details) - USD ($) | Oct. 21, 2022 | Sep. 10, 2022 | Sep. 10, 2020 |
Note Receivable [Line Items] | |||
Convertible promissory note | $ 50,000 | ||
Accrued interest rate | 6% | ||
Accrued interest | $ 6,000 | ||
Isoprene Pharmaceuticals, Inc [Member] | |||
Note Receivable [Line Items] | |||
Convertible promissory note | $ 50,000 |
Fair Value of Financial Asset_3
Fair Value of Financial Assets and Liabilities (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |||||
May 28, 2020 | Mar. 28, 2020 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 06, 2021 | May 04, 2020 | Mar. 27, 2020 | |
Fair Value of Financial Assets and Liabilities [Line Items] | |||||||
Option inclusive amount | $ 250,000 | ||||||
Interest purchase agreement | 1% | ||||||
Purchase price | $ 100,000 | ||||||
Impairment charge | $ 400,000 | ||||||
Investment | 0 | $ 0 | |||||
Unrealized gain loss on this investment | (567,692) | ||||||
Gain (Loss) on Investments | (567,692) | ||||||
Investment value | $ 37,400 | $ 33,000 | |||||
Class B common stock [Member] | |||||||
Fair Value of Financial Assets and Liabilities [Line Items] | |||||||
Shares issued (in Shares) | 100,000 | 120,000 | |||||
Common stock value | $ 60,000 | ||||||
Common stock per share (in Dollars per share) | $ 0.17 | $ 0.15 | |||||
HaloVax’s [Member] | |||||||
Fair Value of Financial Assets and Liabilities [Line Items] | |||||||
Outstanding membership interests | 5% | ||||||
Outstanding membership interests | $ 250,000 | ||||||
Investment in HaloVax [Member] | |||||||
Fair Value of Financial Assets and Liabilities [Line Items] | |||||||
Outstanding membership interests | 25% | ||||||
Outstanding membership interests | $ 3,000,000 | ||||||
Zylö [Member] | |||||||
Fair Value of Financial Assets and Liabilities [Line Items] | |||||||
Unrealized gain loss on this investment | $ 4,400 | $ 4,400 | |||||
Gain (Loss) on Investments | $ 27,000 | $ 27,000 |
Fair Value of Financial Asset_4
Fair Value of Financial Assets and Liabilities (Details) - Schedule of Assets and Liabilities that are Measured at Fair Value - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Assets | |||
Marketable securities - mutual fund | $ 209,320 | ||
Investment in joint ventures | 37,400 | 33,000 | |
Quoted prices in active markets (Level 1) [Member] | |||
Assets | |||
Marketable securities - mutual fund | 209,320 | ||
Investment in joint ventures | |||
Significant other observable inputs (Level 2) [Member] | |||
Assets | |||
Marketable securities - mutual fund | |||
Investment in joint ventures | |||
Significant unobservable inputs (Level 3) [Member] | |||
Assets | |||
Marketable securities - mutual fund | |||
Investment in joint ventures | $ 37,400 | $ 33,000 | $ 410,000 |
Fair Value of Financial Asset_5
Fair Value of Financial Assets and Liabilities (Details) - Schedule of Changes in the Fair Value of the Company’s Level 3 Financial Assets - Level 3 Fnancial Assets [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Schedule of Changes in the Fair Value of the Company’s Level 3 Financial Assets [Line Items] | ||
Investment in joint ventures at fair value at starting | $ 33,000 | $ 410,000 |
Change in fair value of investments in joint ventures | 4,400 | (377,000) |
Investment in joint ventures at fair value at ending | $ 37,400 | $ 33,000 |
Stockholder_s Equity (Details)
Stockholder’s Equity (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |||||||||||
Mar. 27, 2024 | Jan. 04, 2024 | Sep. 13, 2023 | Jan. 11, 2023 | Nov. 02, 2022 | Apr. 14, 2022 | Mar. 24, 2022 | Feb. 02, 2022 | Jun. 24, 2021 | Dec. 29, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 12, 2022 | |
Stockholder’s Equity [Line Items] | |||||||||||||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | |||||||||||
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | |||||||||||
Common stock, shares authorized | 50,000,000 | 50,000,000 | |||||||||||
Share of common stock | 549,275 | ||||||||||||
Purchase of warrants | 1,100,000 | ||||||||||||
Warrant is exercisable period | 5 years | ||||||||||||
Exercise price per share (in Dollars per share) | $ 2.505 | ||||||||||||
Purchase of share | 2,500,000 | ||||||||||||
Purchase price per share (in Dollars per share) | $ 5 | ||||||||||||
Accompanying warrant per share (in Dollars per share) | $ 0.001 | ||||||||||||
Aggregate gross proceed amount (in Dollars) | $ 10,000,000 | ||||||||||||
Warrant issuance description | Each December Common Stock Warrant is exercisable for a period of five and one-half years from the issuance date at an exercise price of $5.00 per share, subject to adjustment, and may, under certain circumstances, be exercised on a cashless basis. | ||||||||||||
Aggregate of shares | 90,000 | 51,800 | |||||||||||
Unrecognized stock-based compensation expense (in Dollars) | $ 3,000 | ||||||||||||
Unrecognized stock-based compensation term | 1 year | ||||||||||||
Stock Issued, Value, Stock Options Exercised, Net of Tax Benefit (Expense) (in Dollars) | $ 200,000 | $ 600,000 | |||||||||||
Securities Purchase Agreement [Member] | |||||||||||||
Stockholder’s Equity [Line Items] | |||||||||||||
Share of common stock | 140,000 | ||||||||||||
Common Stock [Member] | |||||||||||||
Stockholder’s Equity [Line Items] | |||||||||||||
Purchase of stock | 689,275 | ||||||||||||
Minimum [Member] | Common Stock [Member] | |||||||||||||
Stockholder’s Equity [Line Items] | |||||||||||||
Common stock, shares authorized | 3,000,000 | ||||||||||||
Maximum [Member] | Common Stock [Member] | |||||||||||||
Stockholder’s Equity [Line Items] | |||||||||||||
Common stock, shares authorized | 50,000,000 | ||||||||||||
Warrant [Member] | |||||||||||||
Stockholder’s Equity [Line Items] | |||||||||||||
Warrants exercise price (in Dollars per share) | 3.2875 | ||||||||||||
Pre-Funded Warrant [Member] | |||||||||||||
Stockholder’s Equity [Line Items] | |||||||||||||
Exercise price per share (in Dollars per share) | 0.001 | ||||||||||||
Purchase of share | 1,860,000 | ||||||||||||
Pre-Funded Warrant [Member] | Securities Purchase Agreement [Member] | |||||||||||||
Stockholder’s Equity [Line Items] | |||||||||||||
Price per share (in Dollars per share) | $ 2.629 | ||||||||||||
Private Placement [Member] | |||||||||||||
Stockholder’s Equity [Line Items] | |||||||||||||
Proceeds from warrants (in Dollars) | $ 2,900,000 | ||||||||||||
Placement Agent Warrant [Member] | |||||||||||||
Stockholder’s Equity [Line Items] | |||||||||||||
Warrants exercise price (in Dollars per share) | $ 0.001 | ||||||||||||
Public Offering of Securities [Member] | |||||||||||||
Stockholder’s Equity [Line Items] | |||||||||||||
Warrant issuance description | The December Wainwright Warrants are exercisable for a period of five and one-half years from the issuance date at an exercise price of $6.25 per share, subject to adjustment, and may, under certain circumstances, be exercised on a cashless basis. | ||||||||||||
Underwritten public offering | 329,412 | ||||||||||||
Public offering price (in Dollars per share) | $ 21.25 | ||||||||||||
Purchase of additional shares | 49,412 | ||||||||||||
Net proceeds (in Dollars) | $ 6,000,000 | ||||||||||||
Series A Convertible Preferred Stock [Member] | |||||||||||||
Stockholder’s Equity [Line Items] | |||||||||||||
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | |||||||||||
Series B Convertible Preferred Stock [Member] | |||||||||||||
Stockholder’s Equity [Line Items] | |||||||||||||
Preferred stock, shares authorized | 2,000,000 | ||||||||||||
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||
Sale of stock | 2,000,000 | ||||||||||||
Aggregate purchase price (in Dollars) | $ 1,000 | ||||||||||||
Aggregate price (in Dollars) | $ 10 | ||||||||||||
Preferred stock designated | 100,000 | ||||||||||||
Series B Convertible Preferred Stock [Member] | Minimum [Member] | |||||||||||||
Stockholder’s Equity [Line Items] | |||||||||||||
Common stock, shares authorized | 3,000,000 | ||||||||||||
Series B Convertible Preferred Stock [Member] | Maximum [Member] | |||||||||||||
Stockholder’s Equity [Line Items] | |||||||||||||
Common stock, shares authorized | 50,000,000 | ||||||||||||
Common Stock [Member] | |||||||||||||
Stockholder’s Equity [Line Items] | |||||||||||||
Purchase of stock | 550,725 | ||||||||||||
Price per share (in Dollars per share) | $ 2.63 | ||||||||||||
Subsequent Event [Member] | |||||||||||||
Stockholder’s Equity [Line Items] | |||||||||||||
Proceeds from warrants (in Dollars) | $ 4,200,000 | ||||||||||||
Shares issued | 3,750,000 | ||||||||||||
Warrants exercise price (in Dollars per share) | $ 1.6675 | ||||||||||||
Subsequent Event [Member] | Minimum [Member] | |||||||||||||
Stockholder’s Equity [Line Items] | |||||||||||||
Common stock reserved | 166,878 | ||||||||||||
Subsequent Event [Member] | Maximum [Member] | |||||||||||||
Stockholder’s Equity [Line Items] | |||||||||||||
Common stock reserved | 176,878 | ||||||||||||
Subsequent Event [Member] | Warrant [Member] | |||||||||||||
Stockholder’s Equity [Line Items] | |||||||||||||
Shares issued | 2,500,000 | ||||||||||||
Warrants exercise price (in Dollars per share) | $ 1.5 | ||||||||||||
Board Of Directors [Member] | Series A Convertible Preferred Stock [Member] | |||||||||||||
Stockholder’s Equity [Line Items] | |||||||||||||
Preferred stock, shares authorized | 5,000,000 | ||||||||||||
Board Of Directors [Member] | Series B Convertible Preferred Stock [Member] | |||||||||||||
Stockholder’s Equity [Line Items] | |||||||||||||
Preferred stock, shares authorized | 2,000,000 | ||||||||||||
2018 Plan [Member] | |||||||||||||
Stockholder’s Equity [Line Items] | |||||||||||||
Aggregate of shares | 26,878 | ||||||||||||
Common stock reserved | 66,878 | ||||||||||||
2018 Plan [Member] | Minimum [Member] | |||||||||||||
Stockholder’s Equity [Line Items] | |||||||||||||
Issuance of share | 156,878 | 146,878 | 66,878 | ||||||||||
2018 Plan [Member] | Maximum [Member] | |||||||||||||
Stockholder’s Equity [Line Items] | |||||||||||||
Issuance of share | 166,878 | 156,878 | 146,878 | ||||||||||
2018 Plan [Member] | Subsequent Event [Member] | Minimum [Member] | |||||||||||||
Stockholder’s Equity [Line Items] | |||||||||||||
Issuance of share | 166,878 | ||||||||||||
2018 Plan [Member] | Subsequent Event [Member] | Maximum [Member] | |||||||||||||
Stockholder’s Equity [Line Items] | |||||||||||||
Issuance of share | 176,878 | ||||||||||||
2022 Equity Incentive Plan [Member] | |||||||||||||
Stockholder’s Equity [Line Items] | |||||||||||||
Issuance of share | 96,000 | ||||||||||||
Restated 2022 Plan [Member] | |||||||||||||
Stockholder’s Equity [Line Items] | |||||||||||||
Common stock available for grant | 591,317 | ||||||||||||
H.C. Wainwright & Co., LLC warrants [Member] | |||||||||||||
Stockholder’s Equity [Line Items] | |||||||||||||
Shares issued | 55,000 |
Stockholder_s Equity (Details)
Stockholder’s Equity (Details) - Schedule of Restricted Stock Awards Granted - $ / shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Schedule of Restricted Stock Awards Granted [Abstract] | ||
Number of Restricted Stock Awards, Nonvested at Beginning Balance | 3,384 | 100 |
Weighted Average Grant Day Fair Value, Nonvested at Beginning Balance | $ 3.16 | $ 75 |
Number of Restricted Stock Awards,Granted | 5,075 | |
Weighted Average Grant Day Fair Value, Granted | $ 3.16 | |
Number of Restricted Stock Awards, Vested | (1,691) | (1,791) |
Weighted Average Grant Day Fair Value, Vested | $ 3.16 | $ 7.17 |
Number of Restricted Stock Awards, Nonvested at Ending Balance | 1,693 | 3,384 |
Weighted Average Grant Day Fair Value, Nonvested at Ending Balance | $ 3.16 | $ 3.16 |
Stockholder_s Equity (Details_2
Stockholder’s Equity (Details) - Schedule of Fair Value of Options Granted Assumptions - $ / shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Schedule of Fair Value of Options Granted Assumptions [Abstract] | ||
Exercise price (in Dollars per share) | $ 2.59 | $ 14.75 |
Term (years) | 10 years | 10 years |
Expected stock price volatility | 105% | 96.10% |
Risk-free rate of interest | 4.02% | 2.10% |
Stockholder_s Equity (Details_3
Stockholder’s Equity (Details) - Schedule of Stock Option Activity - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule of Stock Option Plan [Abstract] | |||
Number of Shares Options expired | (25,289) | ||
Weighted Average Exercise Price Options expired | $ 46.1 | ||
Total Intrinsic Value Options expired | |||
Weighted Average Remaining Contractual Life (in years) Options expired | |||
Number of Shares, Options issued | 90,000 | 51,800 | |
Weighted Average Exercise Price, Options issued | $ 2.59 | $ 14.75 | |
Total Intrinsic Value, Options issued | |||
Weighted Average Remaining Contractual Life (in years), Options issued | 9 years 6 months | 9 years 2 months 12 days | |
Number of Shares, Outstanding as of ending Balance | 169,362 | 104,651 | 52,851 |
Weighted Average Exercise Price, Outstanding as of ending Balance | $ 26.78 | $ 49.8 | $ 84.15 |
Total Intrinsic Value, Outstanding as of ending Balance | |||
Weighted Average Remaining Contractual Life (in years), Outstanding as of ending Balance | 8 years 4 months 24 days | 8 years 3 months 18 days | 8 years 7 months 6 days |
Number of Shares, Options vested and exercisable | 169,362 | ||
Weighted Average Exercise Price, Options vested and exercisable | $ 26.78 | ||
Total Intrinsic Value, Options vested and exercisable | |||
Weighted Average Remaining Contractual Life (in years), Options vested and exercisable | 8 years 4 months 24 days |
Stockholder_s Equity (Details_4
Stockholder’s Equity (Details) - Schedule of Stock-Based Compensation Expense - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Schedule of Stock-Based Compensation Expense [Line Items] | ||
Stock-based compensation expense, total | $ 216,428 | $ 620,798 |
Employee stock option awards [Member] | ||
Schedule of Stock-Based Compensation Expense [Line Items] | ||
Stock-based compensation expense, total | 182,522 | 560,376 |
Employee restricted stock awards [Member] | ||
Schedule of Stock-Based Compensation Expense [Line Items] | ||
Stock-based compensation expense, total | 7,734 | 7,836 |
Non-employee stock warrant awards [Member] | ||
Schedule of Stock-Based Compensation Expense [Line Items] | ||
Stock-based compensation expense, total | $ 26,173 | $ 52,586 |
Stockholder_s Equity (Details_5
Stockholder’s Equity (Details) - Schedule of Stock-Based Compensation Expense Included Research and Development and General and Administrative Expenses - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Schedule of Stock-Based Compensation Expense Included Research and Development and General and Administrative Expenses [Line Items] | ||
Stock-based compensation expense | $ 216,428 | $ 620,798 |
Research and Development [Member] | ||
Schedule of Stock-Based Compensation Expense Included Research and Development and General and Administrative Expenses [Line Items] | ||
Stock-based compensation expense | 26,172 | 52,586 |
General and Administrative [Member] | ||
Schedule of Stock-Based Compensation Expense Included Research and Development and General and Administrative Expenses [Line Items] | ||
Stock-based compensation expense | $ 190,256 | $ 568,212 |
Stockholder_s Equity (Details_6
Stockholder’s Equity (Details) - Schedule of Warrant Activity - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule of Warrant Activity [Abstract] | |||
Number of Warrants, Outstanding as of Ending Balance | 4,213,515 | 402,840 | 402,840 |
Weighted Average Exercise Price, Outstanding as of Ending Balance | $ 7.01 | $ 49.83 | $ 49.83 |
Total Intrinsic Value, Outstanding as of Ending Balance | |||
Weighted Average Remaining Contractual Life (in years), Outstanding as of Ending Balance | 4 years 6 months | 1 year 4 months 24 days | 2 years 3 months 18 days |
Number of Warrants, Warrants exercisable | 4,212,751 | ||
Weighted Average Exercise Price, Warrants exercisable | $ 6.99 | ||
Total Intrinsic Value, Warrants exercisable | |||
Weighted Average Remaining Contractual Life (in years), Warrants exercisable | 4 years 6 months | ||
Number of Warrants, Issued | 6,165,725 | ||
Weighted Average Exercise Price, Issued | $ 2.61 | ||
Total Intrinsic Value, Issued | |||
Weighted Average Remaining Contractual Life (in years), Issued | 4 years 6 months | ||
Number of Warrants, Exercised | (2,355,050) | ||
Weighted Average Exercise Price, Exercised | $ 0 | ||
Total Intrinsic Value, Exercised | |||
Weighted Average Remaining Contractual Life (in years), Exercised |
Commitments and Contingencies_2
Commitments and Contingencies (Details) | 12 Months Ended | |
Nov. 30, 2023 | Dec. 31, 2023 | |
Commitments and Contingencies [Abstract] | ||
Leased office space term | two | |
Weighted average remaining lease term | 1 year 9 months 18 days | |
Weighted average incremental borrowing rate | 10% |
Commitments and Contingencies_3
Commitments and Contingencies (Details) - Schedule of Lease Cost - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Schedule of Lease Cost [Abstract] | ||
Operating lease expense | $ 5,464 | |
Short term lease expense | 33,351 | 66,834 |
Total lease cost | $ 38,815 | $ 66,834 |
Commitments and Contingencies_4
Commitments and Contingencies (Details) - Schedule of Right-of-Use Asset and Lease Liability for Operating Leases - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Assets | ||
Lease right of use assets | $ 55,165 | |
Total lease assets | 55,165 | |
Liabilities | ||
Lease liability - current portion | 28,839 | |
Lease liability, net of current portion | 26,326 | |
Total lease liability | $ 55,165 |
Commitments and Contingencies_5
Commitments and Contingencies (Details) - Schedule of Supplemental Cash Flow Information | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Cash paid for amounts included in the measurement of lease liabilities | |
Operating cash flows for operating leases | $ 5,464 |
Commitments and Contingencies_6
Commitments and Contingencies (Details) - Schedule of Future Minimum Lease Payments - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Schedule of Future Minimum Lease Payments [Abstract] | ||
2024 | $ 32,784 | |
2025 | 27,320 | |
Total minimum lease payments | 60,104 | |
Less: effects of discounting | (4,939) | |
Present value of future minimum lease payments | $ 55,165 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Dec. 31, 2017 | Jan. 31, 2018 | Dec. 31, 2023 | Dec. 31, 2022 | |
Income Taxes [Line Items] | ||||
Federal net operating loss carryforwards | $ 37,700,000 | $ 32,900,000 | ||
Federal net operating losses carried forward | 1,500,000 | |||
Federal net operating loss carryforwards | $ 36,000,000 | |||
Annual taxable income | 80% | |||
Net operating loss | 500,000 | |||
Deferred tax asset expenses | 2,300,000 | 1,200,000 | ||
Other income for the payroll tax credit | 100,000 | |||
Tax credit outstanding | 200,000 | |||
Research credit carryforward | 200,000 | |||
Accrued interest or penalties | ||||
Australia [Member] | ||||
Income Taxes [Line Items] | ||||
Net operating loss | 300,000 | |||
Minimum [Member] | ||||
Income Taxes [Line Items] | ||||
Payroll tax liability | 250,000 | |||
Maximum [Member] | ||||
Income Taxes [Line Items] | ||||
Payroll tax liability | $ 500,000 |
Income Taxes (Details) - Schedu
Income Taxes (Details) - Schedule of Valuation Allowance - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Current | ||
U.S. Federal | ||
U.S. State | ||
U.S. Foreign | ||
Total current provision | ||
Deferred | ||
U.S. Federal | ||
U.S. State | ||
U.S. Foreign | ||
Total deferred benefit | ||
Change in valuation allowance | ||
Total provision for income taxes |
Income Taxes (Details) - Sche_2
Income Taxes (Details) - Schedule of Deferred Tax Assets - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Deferred tax assets | ||
Net operating loss carryforwards | $ 11,926,158 | $ 10,378,471 |
Research and development credits | ||
Capitalized research costs | 2,272,029 | 1,211,477 |
Equity based compensation | 549,587 | 670,035 |
Licenses acquired | 266,091 | 338,239 |
Depreciation | ||
Accruals and other temporary differences | 297,949 | 215,152 |
Total deferred tax assets | 15,311,814 | 12,813,374 |
Less valuation allowance | (15,311,814) | (12,813,374) |
Deferred tax assets, net of allowance |
Income Taxes (Details) - Sche_3
Income Taxes (Details) - Schedule of Statutory Income Tax Rates and Effective Tax Rate | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Schedule of Statutory Income Tax Rates and Effective Tax Rate [Abstract] | ||
Statutory federal income tax rate | 21% | 21% |
State taxes, net of federal benefit | 10.30% | 9.50% |
Impact of non-U.S. earnings | 0% | 0% |
Permanent items | 0% | (0.90%) |
Credits | 0.80% | 0% |
Equity compensation | 0% | (0.10%) |
Rate changes | 0% | 0% |
Foreign rate differential | 0.10% | 0% |
Previous tax year adjustment | (0.20%) | 10% |
Other | 0% | 0% |
Change in valuation allowance | (32.00%) | (39.60%) |
Total | 0% | 0% |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) $ / shares in Units, $ in Millions | Mar. 27, 2024 | Jan. 26, 2024 | Jan. 04, 2024 | Sep. 13, 2023 |
Stockholders Equity [Line Item] | ||||
Termination of the license agreement notice period. | 60 days | |||
Subsequent Event [Member] | ||||
Stockholders Equity [Line Item] | ||||
Warrant to purchase | 3,750,000 | |||
Warrant exercise price (in Dollars per share) | $ 1.6675 | |||
Gross proceeds (in Dollars) | $ 4.2 | |||
Exercise price per share (in Dollars per share) | $ 5 | |||
Subsequent Event [Member] | Minimum [Member] | ||||
Stockholders Equity [Line Item] | ||||
Number of shares reserved for issuance | 166,878 | |||
Subsequent Event [Member] | Maximum [Member] | ||||
Stockholders Equity [Line Item] | ||||
Number of shares reserved for issuance | 176,878 | |||
Warrant [Member] | ||||
Stockholders Equity [Line Item] | ||||
Warrant exercise price (in Dollars per share) | $ 3.2875 | |||
Warrant [Member] | Subsequent Event [Member] | ||||
Stockholders Equity [Line Item] | ||||
Warrant to purchase | 2,500,000 | |||
Warrant exercise price (in Dollars per share) | $ 1.5 |