Document And Entity Information
Document And Entity Information | 9 Months Ended |
Sep. 30, 2023 | |
Document Information Line Items | |
Entity Registrant Name | ADITXT, INC. |
Document Type | S-1/A |
Amendment Flag | true |
Amendment Description | Amendment No. 1 |
Entity Central Index Key | 0001726711 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Entity Incorporation, State or Country Code | DE |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
CURRENT ASSETS: | |||
Cash | $ 1,651,354 | $ 2,768,640 | $ 7,872,061 |
Accounts receivable, net | 362,708 | 527,961 | 89,844 |
Inventory | 858,106 | 950,093 | 494,697 |
Prepaid expenses | 555,631 | 496,869 | 460,102 |
Note receivable, net | 500,000 | ||
TOTAL CURRENT ASSETS | 3,427,799 | 4,743,563 | 9,416,704 |
Fixed assets, net | 2,003,859 | 2,318,863 | 2,267,297 |
Intangible assets, net | 26,750 | 107,000 | 214,000 |
Deposits | 312,265 | 355,366 | 379,250 |
Right of use asset - long term | 2,454,886 | 3,160,457 | 4,097,117 |
Deferred issuance costs | 50,000 | ||
Other assets | 289,539 | ||
TOTAL ASSETS | 8,225,559 | 10,735,249 | 16,663,907 |
CURRENT LIABILITIES: | |||
Accounts payable and accrued expenses | 4,224,425 | 1,958,502 | 1,575,543 |
Notes payable, net of discount | 4,020,055 | ||
Financing on fixed assets | 147,823 | 409,983 | 700,433 |
Deferred rent | 169,633 | 188,581 | 186,058 |
Lease liability - current | 1,081,377 | 1,086,658 | 1,145,126 |
Settlement liability | 1,600,000 | ||
TOTAL CURRENT LIABILITIES | 11,243,313 | 3,643,724 | 3,607,160 |
Financing on fixed assets - long term | 110,041 | ||
Lease liability - long term | 1,203,876 | 1,885,218 | 2,765,933 |
TOTAL LIABILITIES | 12,447,189 | 5,528,942 | 6,483,134 |
STOCKHOLDERS’ EQUITY | |||
Preferred stock, value | |||
Common stock, value | 368 | 108 | |
Additional paid-in capital | 112,599,764 | 100,448,166 | 77,735,165 |
Accumulated deficit | (116,620,157) | (95,040,362) | (67,352,809) |
TOTAL STOCKHOLDERS’ EQUITY (DEFICIT) | (4,221,630) | 5,206,307 | 10,180,773 |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) | 8,225,559 | 10,735,249 | 16,663,907 |
Common Stock | |||
STOCKHOLDERS’ EQUITY | |||
Common stock, value | 108 | 22 | |
Treasury stock | |||
STOCKHOLDERS’ EQUITY | |||
Treasury stock, value | (201,605) | (201,605) | $ (201,605) |
Series B Preferred Stock | |||
STOCKHOLDERS’ EQUITY | |||
Preferred stock, value | |||
Series C Preferred Stock | |||
STOCKHOLDERS’ EQUITY | |||
Preferred stock, value |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parentheticals) - $ / shares | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Preferred stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 3,000,000 | 3,000,000 | 3,000,000 |
Preferred stock, shares issued | 0 | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 | 0 |
Common Stock | |||
Common stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 | 100,000,000 |
Common stock, shares issued | 367,902 | 107,698 | 22,271 |
Common stock, shares outstanding | 367,851 | 107,647 | 22,220 |
Treasury stock | |||
Treasury stock , shares | 51 | 51 | 51 |
Series B Preferred Stock | |||
Preferred stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 | |
Preferred stock, shares authorized | 1 | 1 | |
Preferred stock, shares issued | 0 | 0 | |
Preferred stock, shares outstanding | 0 | 0 | |
Series C Preferred Stock | |||
Preferred stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 | |
Preferred stock, shares authorized | 1 | 1 | |
Preferred stock, shares issued | 0 | 0 | |
Preferred stock, shares outstanding | 0 | 0 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
REVENUE | ||||||
Sales | $ 124,486 | $ 323,125 | $ 563,879 | $ 748,119 | $ 933,715 | $ 105,034 |
Cost of goods sold | 106,922 | 233,684 | 470,969 | 596,613 | 766,779 | 77,979 |
Gross Profit | 17,564 | 89,441 | 92,910 | 151,506 | 166,936 | 27,055 |
OPERATING EXPENSES | ||||||
General and administrative expenses | 7,169,863 | 3,919,618 | 15,209,789 | 12,332,728 | 15,985,552 | 22,084,389 |
Research and development | 898,724 | 1,570,540 | 2,771,100 | 4,186,842 | 7,268,084 | 5,042,617 |
Sales and marketing | 44,186 | (8,553) | 223,562 | 911,988 | 1,849,460 | 334,977 |
Impairment on notes receivable | 543,938 | 14,500,000 | ||||
Total operating expenses | 8,112,773 | 5,481,605 | 18,204,451 | 17,431,558 | 25,647,034 | 41,961,983 |
NET LOSS FROM OPERATIONS | (8,095,209) | (5,392,164) | (18,111,541) | (17,280,052) | (25,480,098) | (41,934,928) |
OTHER EXPENSE | ||||||
Interest expense | (906,104) | (645,381) | (2,389,627) | (742,701) | (753,038) | (93,209) |
Interest income | 367 | 10,084 | 9,784 | 30,131 | 57,348 | 3,101 |
Other income | 58,960 | 58,960 | ||||
Loss on extinguishment of debt | (2,500,970) | |||||
Amortization of debt discount | (744,956) | (1,530,102) | (921,242) | (1,533,048) | (1,533,048) | (1,845,358) |
Total other expense | (1,650,693) | (2,165,399) | (3,301,085) | (2,186,658) | (2,169,778) | (4,436,436) |
Net loss before income taxes | (9,745,902) | (7,557,563) | (21,412,626) | (19,466,710) | (27,649,876) | (46,371,364) |
Income tax provision | ||||||
NET LOSS | (9,745,902) | (7,557,563) | (21,412,626) | (19,466,710) | (27,649,876) | (46,371,364) |
Implied Dividends | (167,169) | (167,169) | (37,667) | (102,267) | ||
NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS | $ (9,913,071) | $ (7,557,563) | $ (21,579,795) | $ (19,466,710) | $ (27,612,199) | $ (46,269,097) |
Net loss per share - basic (in Dollars per share) | $ (48.77) | $ (210.93) | $ (136.94) | $ (720.54) | $ (595.49) | $ (4,846.96) |
Weighted average number of shares outstanding - basic (in Shares) | 203,247 | 35,829 | 157,584 | 27,017 | 46,369 | 9,546 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Operations (Unaudited) (Parentheticals) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Stock-based compensation | $ 656,671 | $ 2,517,121 | $ 3,131,368 | $ 4,640,681 | ||
Net loss per share - diluted (in Dollars per share) | $ (48.77) | $ (210.93) | $ (136.94) | $ (720.54) | $ (595.49) | $ (4,846.96) |
Weighted average number of shares outstanding - diluted (in Shares) | 203,247 | 35,829 | 157,584 | 27,017 | 46,369 | 9,546 |
General and administrative expenses | ||||||
Stock-based compensation | $ 103,031 | $ 461,492 | $ 484,502 | $ 1,288,829 | $ 1,516,805 | $ 3,927,551 |
Research and development | ||||||
Stock-based compensation | 49,209 | 170,066 | 165,382 | 473,593 | 591,518 | 713,130 |
Sales and marketing | ||||||
Stock-based compensation | $ 1,752 | $ 0 | $ 6,787 | $ 754,699 | $ 1,023,045 | $ 0 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Stockholders’ Equity (Deficit) - USD ($) | Preferred B Preferred Shares | Preferred C Preferred Shares | Preferred Shares | Common Shares | Treasury Stock | Additional Paid-in Capital | Accumulated Deficit | Total |
Balance at Dec. 31, 2020 | $ 7 | $ (201,605) | $ 32,092,258 | $ (20,879,178) | $ 11,011,482 | |||
Balance (in Shares) at Dec. 31, 2020 | 6,487 | |||||||
Stock option and warrant compensation | 1,016,962 | 1,016,962 | ||||||
Issuance of shares for services | 366,117 | 336,117 | ||||||
Issuance of shares for services (in Shares) | 104 | |||||||
Issuance of shares for employee compensation | 1,443,700 | 1,443,700 | ||||||
Issuance of shares for employee compensation (in Shares) | 233 | |||||||
Issuance of shares for vested restricted stock units | $ 1 | (1) | ||||||
Issuance of shares for vested restricted stock units (in Shares) | 414 | |||||||
Issuance of shares for the conversion of debt | $ 2 | 5,749,920 | 5,749,922 | |||||
Issuance of shares for the conversion of debt (in Shares) | 2,402 | |||||||
Fair value of warrants issued with convertible note payable | 1,322,840 | 1,322,840 | ||||||
Exercise of warrants | $ 5 | 3,727,280 | 3,727,285 | |||||
Exercise of warrants (in Shares) | 4,747 | |||||||
Restricted stock unit compensation | 1,843,902 | 1,843,902 | ||||||
Issuance of shares and warrants for offering, net of issuance costs | $ 6 | 26,123,605 | 26,123,611 | |||||
Issuance of shares and warrants for offering, net of issuance costs (in Shares) | 6,416 | |||||||
Issuance of shares for offerings, net of issuance costs | $ 1 | 3,744,999 | 3,745,000 | |||||
Issuance of shares for offerings, net of issuance costs (in Shares) | 1,417 | |||||||
Warrant consideration for convertible debt offering costs | 231,316 | 231,316 | ||||||
Reduction in exercise price of warrants | 102,267 | (102,267) | ||||||
Net loss | (46,371,364) | (46,371,364) | ||||||
Balance at Dec. 31, 2021 | $ 22 | (201,605) | 77,735,165 | (67,352,809) | 10,180,773 | |||
Balance (in Shares) at Dec. 31, 2021 | 22,220 | |||||||
Stock option and warrant compensation | 219,885 | 219,885 | ||||||
Issuance of shares for services | $ 1 | 3,718 | 3,719 | |||||
Issuance of shares for services (in Shares) | 5 | |||||||
Issuance of shares for vested restricted stock units | $ 1 | (1) | ||||||
Issuance of shares for vested restricted stock units (in Shares) | 144 | |||||||
Restricted stock unit compensation | 377,671 | 377,671 | ||||||
Net loss | (6,059,141) | (6,059,141) | ||||||
Balance at Mar. 31, 2022 | $ 24 | (201,605) | 78,336,438 | (73,411,950) | 4,722,907 | |||
Balance (in Shares) at Mar. 31, 2022 | 22,369 | |||||||
Balance at Dec. 31, 2021 | $ 22 | (201,605) | 77,735,165 | (67,352,809) | 10,180,773 | |||
Balance (in Shares) at Dec. 31, 2021 | 22,220 | |||||||
Net loss | (19,466,710) | |||||||
Balance at Sep. 30, 2022 | $ 93 | (201,605) | 99,724,124 | (86,828,138) | 12,694,474 | |||
Balance (in Shares) at Sep. 30, 2022 | 93,288 | |||||||
Balance at Dec. 31, 2021 | $ 22 | (201,605) | 77,735,165 | (67,352,809) | 10,180,773 | |||
Balance (in Shares) at Dec. 31, 2021 | 22,220 | |||||||
Stock option and warrant compensation | 1,413,904 | 1,413,904 | ||||||
Issuance of restricted stock units for compensation | $ 4 | 1,209,902 | 1,209,906 | |||||
Issuance of restricted stock units for compensation (in Shares) | 463 | |||||||
Issuance of shares for services | $ 5 | 507,553 | 507,558 | |||||
Issuance of shares for services (in Shares) | 3,707 | |||||||
Exercise of warrants, modification of warrants, and issuance of warrants | $ 5 | 1,203,764 | 1,203,769 | |||||
Exercise of warrants, modification of warrants, and issuance of warrants (in Shares) | 4,486 | |||||||
Sale of Series B Preferred shares to related party | 20,000 | 20,000 | ||||||
Sale of Series B Preferred shares to related party (in Shares) | 1 | |||||||
Redemption of Series B Preferred shares to related party | (20,000) | (20,000) | ||||||
Redemption of Series B Preferred shares to related party (in Shares) | (1) | |||||||
Shares issued as inducement on loans, net of issuance costs | $ 2 | 146,520 | 146,522 | |||||
Shares issued as inducement on loans, net of issuance costs (in Shares) | 1,195 | |||||||
Warrants issued with loans | 878,622 | 878,622 | ||||||
Reset provision on warrants and modification of warrants | 37,677 | (37,677) | ||||||
Issuance of shares for debt issuance costs | $ 1 | 96,029 | 96,030 | |||||
Issuance of shares for debt issuance costs (in Shares) | 262 | |||||||
Exercise of warrants | $ 45 | (45) | ||||||
Exercise of warrants (in Shares) | 44,173 | |||||||
Issuance of shares and warrants for offering, net of issuance costs | $ 31 | 17,233,276 | 17,233,307 | |||||
Issuance of shares and warrants for offering, net of issuance costs (in Shares) | 30,609 | |||||||
Issuance costs related to exercise of warrants, modification of warrants, and issuance of warrants | (94,195) | (94,195) | ||||||
Issuance of shares for settlement of AP | $ 1 | 79,999 | 80,000 | |||||
Issuance of shares for settlement of AP (in Shares) | 231 | |||||||
Rounding from reverse stock split | $ (8) | (5) | (13) | |||||
Rounding from reverse stock split (in Shares) | 301 | |||||||
Net loss | (27,649,876) | (27,649,876) | ||||||
Balance at Dec. 31, 2022 | $ 108 | (201,605) | 100,448,166 | (95,040,362) | 5,206,307 | |||
Balance (in Shares) at Dec. 31, 2022 | 107,647 | |||||||
Balance at Mar. 31, 2022 | $ 24 | (201,605) | 78,336,438 | (73,411,950) | 4,722,907 | |||
Balance (in Shares) at Mar. 31, 2022 | 22,369 | |||||||
Stock option and warrant compensation | 724,584 | 724,584 | ||||||
Issuance of restricted stock units for compensation | $ 1 | (1) | ||||||
Issuance of restricted stock units for compensation (in Shares) | 69 | |||||||
Issuance of shares for services | $ 1 | 249,999 | 250,000 | |||||
Issuance of shares for services (in Shares) | 768 | |||||||
Exercise of warrants, modification of warrants, and issuance of warrants | $ 5 | 1,203,764 | 1,203,769 | |||||
Exercise of warrants, modification of warrants, and issuance of warrants (in Shares) | 4,486 | |||||||
Restricted stock unit compensation | 309,704 | 309,704 | ||||||
Net loss | (5,850,006) | (5,850,006) | ||||||
Balance at Jun. 30, 2022 | $ 31 | (201,605) | 80,824,488 | (79,261,956) | 1,360,958 | |||
Balance (in Shares) at Jun. 30, 2022 | 27,692 | |||||||
Stock option and warrant compensation | 338,439 | 338,439 | ||||||
Modification of warrants | 8,619 | (8,619) | ||||||
Issuance of shares for services | $ (1) | 1 | ||||||
Issuance of shares for services (in Shares) | (360) | |||||||
Sale of Series B Preferred shares to related party | 20,000 | 20,000 | ||||||
Sale of Series B Preferred shares to related party (in Shares) | 1 | |||||||
Redemption of Series B Preferred shares to related party | (20,000) | (20,000) | ||||||
Redemption of Series B Preferred shares to related party (in Shares) | (1) | |||||||
Shares issued as inducement on loans, net of issuance costs | $ 2 | 146,520 | 146,522 | |||||
Shares issued as inducement on loans, net of issuance costs (in Shares) | 1,195 | |||||||
Warrants issued with loans | 878,622 | 878,622 | ||||||
Issuance of shares for debt issuance costs | $ 1 | 96,029 | 96,030 | |||||
Issuance of shares for debt issuance costs (in Shares) | 262 | |||||||
Exercise of warrants | $ 34 | (34) | ||||||
Exercise of warrants (in Shares) | 33,423 | |||||||
Restricted stock unit compensation | $ 1 | 293,118 | 293,119 | |||||
Restricted stock unit compensation (in Shares) | 166 | |||||||
Issuance of shares and warrants for offering, net of issuance costs | $ 31 | 17,232,524 | 17,232,555 | |||||
Issuance of shares and warrants for offering, net of issuance costs (in Shares) | 30,609 | |||||||
Issuance costs related to exercise of warrants, modification of warrants, and issuance of warrants | (94,195) | (94,195) | ||||||
Rounding from reverse stock split | $ (6) | (7) | (13) | |||||
Rounding from reverse stock split (in Shares) | 301 | |||||||
Net loss | (7,557,563) | (7,557,563) | ||||||
Balance at Sep. 30, 2022 | $ 93 | (201,605) | 99,724,124 | (86,828,138) | 12,694,474 | |||
Balance (in Shares) at Sep. 30, 2022 | 93,288 | |||||||
Balance at Dec. 31, 2022 | $ 108 | (201,605) | 100,448,166 | (95,040,362) | 5,206,307 | |||
Balance (in Shares) at Dec. 31, 2022 | 107,647 | |||||||
Stock option and warrant compensation | 59,964 | 59,964 | ||||||
Issuance of shares for services | $ 5 | 168,295 | 168,300 | |||||
Issuance of shares for services (in Shares) | 4,675 | |||||||
Issuance of shares for vested restricted stock units | $ 1 | (1) | ||||||
Issuance of shares for vested restricted stock units (in Shares) | 44 | |||||||
Sale of common stock | $ 9 | 507,007 | 507,016 | |||||
Sale of common stock (in Shares) | 8,463 | |||||||
Restricted stock unit compensation | 111,187 | 111,187 | ||||||
Net loss | (5,984,706) | (5,984,706) | ||||||
Balance at Mar. 31, 2023 | $ 123 | (201,605) | 101,294,618 | (101,025,068) | 68,068 | |||
Balance (in Shares) at Mar. 31, 2023 | 120,829 | |||||||
Balance at Dec. 31, 2022 | $ 108 | (201,605) | 100,448,166 | (95,040,362) | 5,206,307 | |||
Balance (in Shares) at Dec. 31, 2022 | 107,647 | |||||||
Issuance of shares for services | 168,300 | |||||||
Net loss | (21,412,626) | |||||||
Balance at Sep. 30, 2023 | $ 368 | (201,605) | 112,599,764 | (116,620,157) | (4,221,630) | |||
Balance (in Shares) at Sep. 30, 2023 | 367,851 | |||||||
Balance at Mar. 31, 2023 | $ 123 | (201,605) | 101,294,618 | (101,025,068) | 68,068 | |||
Balance (in Shares) at Mar. 31, 2023 | 120,829 | |||||||
Stock option and warrant compensation | 59,964 | 59,964 | ||||||
Warrants issued for cash, net of issuance costs | 1,581,467 | 1,581,467 | ||||||
Issuance of shares for vested restricted stock units | $ 1 | (1) | ||||||
Issuance of shares for vested restricted stock units (in Shares) | 42 | |||||||
Exercise of warrants | $ 49 | (49) | ||||||
Exercise of warrants (in Shares) | 48,184 | |||||||
Restricted stock unit compensation | 103,264 | 103,264 | ||||||
Net loss | (5,682,018) | (5,682,018) | ||||||
Balance at Jun. 30, 2023 | $ 173 | (201,605) | 103,039,263 | (106,707,086) | (3,869,255) | |||
Balance (in Shares) at Jun. 30, 2023 | 169,055 | |||||||
Stock option compensation | 59,964 | 59,964 | ||||||
Sale of Series C Preferred shares to related party | 1,000 | 1,000 | ||||||
Sale of Series C Preferred shares to related party (in Shares) | 1 | |||||||
Issuance of warrants for offering, net of issuance costs | 8,966,400 | 8,966,400 | ||||||
Modification of warrants | 167,169 | (167,169) | ||||||
Redemption of Series C Preferred shares to related party | ||||||||
Redemption of Series C Preferred shares to related party (in Shares) | (1) | |||||||
Issuance of restricted stock units for compensation | ||||||||
Issuance of restricted stock units for compensation (in Shares) | 71 | |||||||
Issuance of shares for debt issuance costs | $ 22 | 271,984 | 272,006 | |||||
Issuance of shares for debt issuance costs (in Shares) | 21,184 | |||||||
Exercise of warrants | $ 137 | (8) | 129 | |||||
Exercise of warrants (in Shares) | 136,190 | |||||||
Restricted stock unit compensation | 94,028 | 94,028 | ||||||
Rounding from reverse stock split | $ 36 | (36) | ||||||
Rounding from reverse stock split (in Shares) | 41,351 | |||||||
Net loss | (9,745,902) | (9,745,902) | ||||||
Balance at Sep. 30, 2023 | $ 368 | $ (201,605) | $ 112,599,764 | $ (116,620,157) | $ (4,221,630) | |||
Balance (in Shares) at Sep. 30, 2023 | 367,851 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||||
Net loss | $ (21,412,626) | $ (19,466,710) | $ (27,649,876) | $ (46,371,364) |
Adjustments to reconcile net loss to net cash used in operating activities | ||||
Stock-based compensation | 656,671 | 2,517,121 | 3,131,368 | 4,640,681 |
Depreciation expense | 329,411 | 296,685 | 428,977 | 369,236 |
Amortization of intangible assets | 80,250 | 80,250 | 107,000 | 107,000 |
Amortization of debt discount | 921,242 | 1,533,048 | 1,533,048 | 1,845,358 |
Loss on extinguishment of debt | 2,500,970 | |||
Impairment on notes receivable | 543,938 | 14,500,000 | ||
Disposal of fixed assets | 6,976 | |||
Changes in operating assets and liabilities: | ||||
Accounts receivable | 165,253 | (229,315) | (36,767) | (312,460) |
Prepaid expenses | (58,762) | (18,864) | 23,884 | (306,954) |
Deposits | 43,101 | (572,966) | (438,117) | (89,844) |
Inventory | 91,987 | (947,729) | (455,396) | (494,697) |
Accounts payable and accrued expenses | 2,315,923 | 1,136,448 | 412,959 | 1,333,930 |
Settlement liability | 1,600,000 | |||
Net cash used in operating activities | (15,267,550) | (15,672,032) | (22,392,006) | (22,278,144) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||||
Purchase of fixed assets | (14,407) | (278,256) | (367,079) | (1,015,752) |
Tenant improvement allowance receivable | (87,934) | 125,161 | (287,018) | |
Notes receivable and accrued interest | (55,454) | (15,002,521) | ||
Net cash used in investing activities | (14,407) | (421,644) | (241,918) | (16,305,291) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||||
Proceeds from note payable - related party | 80,000 | |||
Repayments of note payable - related party | (687,523) | (80,000) | ||
Repayment of note payable | (2,592,046) | (3,138,888) | ||
Proceeds from notes - related party | 687,523 | 80,000 | ||
Proceeds from note payable | 5,962,865 | 3,138,888 | 2,795,000 | 4,473,540 |
Discount on note payable from offering costs | (411,887) | |||
Repayments of notes and convertible notes payable | (3,206,887) | (315,790) | ||
Exercise of warrants, modification of warrants, and issuance of warrants | 129 | 1,109,574 | ||
Common stock issued for cash, net of issuance costs | 10,547,867 | |||
Warrants issued for cash, net of issuance costs | 507,016 | |||
Common stock and warrants issued for cash, net of issuance costs | 17,232,555 | 17,233,307 | 29,868,611 | |
Exercise of warrants, net of offering costs | 1,109,574 | 3,727,285 | ||
Payments on financing on fixed asset | (262,160) | (563,751) | (400,491) | (598,976) |
Cash paid on extinguishment of note payable | (1,200,000) | |||
Net cash provided by financing activities | 14,164,671 | 17,466,491 | 17,530,503 | 35,954,670 |
NET INCREASE (DECREASE) IN CASH | (1,117,286) | 1,372,815 | (5,103,421) | (2,628,765) |
CASH AT BEGINNING OF YEAR | 2,768,640 | 7,872,061 | 7,872,061 | 10,500,826 |
CASH AT END OF PERIOD | 1,651,354 | 9,244,876 | 2,768,640 | 7,872,061 |
Supplemental cash flow information: | ||||
Cash paid for income taxes | ||||
Cash paid for interest expense | 1,190,332 | 740,301 | 753,038 | 15,789 |
NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||||
Issuance of shares for the settlement of notes payable | 5,749,922 | |||
Lease liability recognized from right of use asset | 3,131,388 | |||
Issuance of shares for the settlement of accounts payable | 80,000 | |||
Original offering discount on convertible note payable | 1,000,000 | |||
Debt Discount from warrants issued with convertible note payable | 878,622 | 878,622 | 1,322,840 | |
Debt discount from warrant consideration for convertible debt offering costs | 231,316 | |||
Debt Discount from shares issued as inducement for note payable | 272,006 | 174,522 | 146,522 | |
Liability recognized for financed assets | 821,862 | |||
Reduction in exercise price of warrants | 102,267 | |||
Shares issued for debt offering costs | 96,030 | 96,030 | ||
Warrant modification | 167,169 | 8,619 | 37,677 | |
Deferred issuance costs | 50,000 | |||
Series B Preferred Stock | ||||
CASH FLOWS FROM FINANCING ACTIVITIES: | ||||
Sale of Series Preferred shares to related party | 20,000 | 20,000 | ||
Redemption of Series B Preferred shares to related party | 20,000 | $ (20,000) | ||
Series C Preferred Stock | ||||
CASH FLOWS FROM FINANCING ACTIVITIES: | ||||
Sale of Series Preferred shares to related party | $ 1,000 |
Organization and Nature of Busi
Organization and Nature of Business | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Organization and Nature of Business [Abstract] | ||
ORGANIZATION AND NATURE OF BUSINESS | NOTE 1 – ORGANIZATION AND NATURE OF BUSINESS Company Background Overview We are a biotech innovation company with a mission of prolonging life and enhancing its quality by improving the health of the immune system. We are an innovation company developing and commercializing technologies with a focus on monitoring and modulating the immune system. Our immune reprogramming technologies are currently at the pre-clinical stage and are designed to retrain the immune system to induce tolerance with an objective of addressing rejection of transplanted organs, autoimmune diseases, and allergies. Our immune monitoring technologies are designed to provide a personalized comprehensive profile of the immune system and we plan to utilize them in our upcoming reprogramming clinical trials to monitor subjects’ immune response before, during and after drug administration. On January 1, 2023, the Company formed Adimune, Inc., a Delaware wholly owned subsidiary. On January 1, 2023, the Company formed Pearsanta, Inc., a Delaware wholly owned subsidiary. On April 13, 2023, the Company formed Adivir, Inc., a Delaware wholly owned subsidiary. Reverse Stock Split On September 13, 2022, the Company effectuated a 1 for 50 reverse stock split (the “2022 Reverse Split”). The Company’s stock began trading on a split-adjusted basis effective on the Nasdaq Stock Market on September 14, 2022. There was no change to the number of authorized shares of the Company’s common stock. On August 17, 2023, the Company effectuated a 1 for 40 reverse stock split (the “2023 Reverse Split”). The Company’s stock began trading on a split-adjusted basis effective on the Nasdaq Stock Market on August 18, 2023. There was no change to the number of authorized shares of the Company’s common stock. All share amounts referenced in this report are adjusted to reflect the 2023 Reverse Split. Offerings On August 31, 2021, the Company completed a registered direct offering (“August 2021 Offering”). In connection therewith, the Company issued 2,292 shares of common stock, at a purchase price of $4,800.00 per share, resulting in gross proceeds of approximately $11.0 million. In a concurrent private placement, the Company issued warrants to purchase up to 2,292 shares. The warrants have an exercise price of $5,060.00 per share and are exercisable for a five-year period commencing months from the date of issuance. The warrants exercise price was subsequently repriced to $3,000.00. In addition, the Company issued a warrant to the placement agent to purchase up to 115 shares of common stock at an exercise price of $6,000.00 per share. On October 18, 2021, the Company entered into an underwriting agreement with Revere Securities LLC, relating to the public offering (the “October 2021 Offering”) of 1,417 shares of the Company’s common stock (the “Shares”) by the Company. The Shares were offered, issued, and sold at a price to the public of $3,000.00 per share under a prospectus supplement and accompanying prospectus filed with the SEC pursuant to an effective shelf registration statement filed with the SEC on Form S-3 (File No. 333-257645), which was declared effective by the SEC on July 13, 2021. The October 2021 Offering closed on October 20, 2021 for gross proceeds of $4.25 million. The Company utilized a portion of the proceeds, net of underwriting discounts of approximately $3.91 million from the October 2021 Offering to fund certain obligations of the Company. On December 6, 2021, the Company completed a public offering for net proceeds of $16.0 million (the “December 2021 Offering”). As part of the December 2021 Offering, we issued 4,123 units consisting of shares of the Company’s common stock and warrant to purchase shares of the Company’s common stock and 4,164 prefunded warrants. The warrant issued as part of the units had an exercise price of $2,300.00 and the prefunded warrants had an exercise price of $0.04. On June 15, 2022, the Company entered an agreement with a holder of certain warrants in the December 2021 Offering. (See Note 10) On September 20, 2022, the Company completed a public offering for net proceeds of $17.2 million (the “September 2022 Offering”). As part of the September 2022 Offering, we issued 30,608 of shares of the Company’s common stock, pre-funded warrants to purchase 52,725 shares of common stock, and warrants to purchase 83,333 shares of the Company’s common stock. The warrants had an exercise price of $240.00 and the pre-funded warrants had an exercise price of $0.04. On April 20, 2023, the Company entered into a securities purchase agreement (the “April Purchase Agreement”) with an institutional investor, pursuant to which the Company agreed to sell to such investor pre-funded warrants (the “April Pre-Funded Warrants”) to purchase up to 39,634 shares of common stock of the Company (the “Common Stock”) at a purchase price of $48.76 per April Pre-Funded Warrant. The April Pre-Funded Warrants (and shares of common stock underlying the April Pre-Funded Warrants) were offered by the Company pursuant to its shelf registration statement on Form S-3 (File No. 333-257645), which was declared effective by the Securities and Exchange Commission on July 13, 2021. Concurrently with the sale of the April Pre-Funded Warrants, pursuant to the Purchase Agreement in a concurrent private placement, for each April Pre-Funded Warrant purchased by the investor, such investor received from the Company an unregistered warrant (the “Warrant”) to purchase two shares of Common Stock. The warrants have an exercise price of $34.40 per share, and are exercisable for a three year period. In addition, the Company issued a warrant to the placement agent to purchase up to 2,378 shares of common stock at an exercise price of $61.00 per share. The closing of the sales of these securities under the April Purchase Agreement took place on April 24, 2023. The gross proceeds from the offering were approximately $1.9 million, prior to deducting placement agent’s fees and other offering expenses payable by the Company. On August 31, 2023, the “Company entered into a securities purchase agreement (the “August Purchase Agreement”) with an institutional investor for the issuance and sale in a private placement (the “Private Placement”) of (i) pre-funded warrants (the “August Pre-Funded Warrants”) to purchase up to 1,000,000 shares of the Company’s common stock at an exercise price of $0.001 per share, and (ii) warrants (the “Common Warrants”) to purchase up to 1,000,000 shares of the Company’s Common Stock at an exercise price of $10.00 per share. The Private Placement closed on September 6, 2023. The net proceeds to the Company from the Private Placement were approximately $9 million, after deducting placement agent fees and expenses and estimated offering expenses payable by the Company. The Company intends to use the net proceeds received from the Private Placement for (i) the payment of approximately $3.1 million in outstanding obligations, (ii) the repayment of approximately $0.4 million of outstanding debt, and (iii) the balance for continuing operating expenses and working capital. Risks and Uncertainties The Company has a limited operating history and is in the very early stages of generating revenue from intended operations. The Company’s business and operations are sensitive to general business and economic conditions in the U.S. and worldwide along with local, state, and federal governmental policy decisions. A host of factors beyond the Company’s control could cause fluctuations in these conditions. Adverse conditions may include: changes in the biotechnology regulatory environment, technological advances that render our technologies obsolete, availability of resources for clinical trials, acceptance of technologies into the medical community, and competition from larger, more well-funded companies. These adverse conditions could affect the Company’s financial condition and the results of its operations. On January 30, 2020, the World Health Organization declared the COVID-19 novel coronavirus outbreak a “Public Health Emergency of International Concern” and on March 10, 2020, declared it to be a pandemic. Actions taken around the world to help mitigate the spread of the coronavirus included restrictions on travel, and quarantines in certain areas, and forced closures for certain types of public places and businesses. The COVID-19 coronavirus and actions taken to mitigate it have had an adverse impact on the economies and financial markets of many countries, including the geographical area in which the Company operates. While it is unknown how long these conditions will last and what the financial impact will be to the Company, it is reasonably possible that future capital raising efforts and additional development of our technologies may be negatively affected. | NOTE 1 – ORGANIZATION AND NATURE OF BUSINESS Company Background Overview We are a biotech innovation company with a mission of prolonging life and enhancing its quality by improving the health of the immune system. We are an innovation company developing and commercializing technologies with a focus on monitoring and modulating the immune system. Our immune reprogramming technologies are currently at the pre-clinical stage and are designed to retrain the immune system to induce tolerance with an objective of addressing rejection of transplanted organs, autoimmune diseases, and allergies. Our immune monitoring technologies are designed to provide a personalized comprehensive profile of the immune system and we plan to utilize them in our upcoming reprogramming clinical trials to monitor subjects’ immune response before, during and after drug administration. Reverse Stock Split On September 13, 2022, the Company effectuated a 1 for 50 reverse stock split (the “Reverse Split”). The Company’s stock began trading on a split-adjusted basis effective on the Nasdaq Stock Market on September 14, 2022. There was no change to the number of authorized shares of the Company’s common stock. All shares amounts referenced in this report are adjusted to reflect the Reverse Split. On August 17, 2023, the Company effectuated a 1 for 40 reverse stock split (the “2023 Reverse Split”). The Company’s stock began trading on a split-adjusted basis effective on the Nasdaq Stock Market on August 18, 2023. There was no change to the number of authorized shares of the Company’s common stock. All share amounts referenced in this report are adjusted to reflect the 2023 Reverse Split. Offerings On August 31, 2021, the Company completed a registered direct offering (“August 2021 Offering”). In connection therewith, the Company issued 2,292 shares of common stock, at a purchase price of $4,800.00 per share, resulting in gross proceeds of approximately $11.0 million. In a concurrent private placement, the Company issued warrants to purchase up to 2,292 shares. The warrants have an exercise price of $5,060 per share and are exercisable for a five-year period commencing six months from the date of issuance. The warrants exercise price was subsequently repriced to $3,000.00. In addition, the Company issued a warrant to the placement agent to purchase up to 115 shares of common stock at an exercise price of $6,000.00 per share. On October 18, 2021, the Company entered into an underwriting agreement with Revere Securities LLC, relating to the public offering (the “October 2021 Offering”) of 1,417 shares of the Company’s common stock (the “Shares”) by the Company. The Shares were offered, issued, and sold at a price to the public of $3,000.00 per share under a prospectus supplement and accompanying prospectus filed with the SEC pursuant to an effective shelf registration statement filed with the SEC on Form S-3 (File No. 333-257645), which was declared effective by the SEC on July 13, 2021. The October 2021 Offering closed on October 20, 2021 for gross proceeds of $4.25 million. The Company utilized a portion of the proceeds, net of underwriting discounts of approximately $3.91 million from the October 2021 Offering to fund certain obligations under the Credit Agreement. (See Note 4) On December 6, 2021, the Company completed a public offering for net proceeds of $16.0 million (the “December 2021 Offering”). As part of the December 2021 Offering, we issued 4,123 units consisting of shares of the Company’s common stock and warrant to purchase shares of the Company’s common stock and 4,164 prefunded warrants. The warrant issued as part of the units had an exercise price of $2,300.00 and the prefunded warrants had an exercise price of $0.04. On June 15, 2022, the Company entered an agreement with a holder of certain warrants in the December 2021 Offering. (See Note 11) On September 20, 2022, the Company completed a public offering for net proceeds of $17.2 million (the “September 2022 Offering”). As part of the September 2022 Offering, we issued 30,609 of shares of the Company’s common stock, pre-funded warrants to purchase 52,725 shares of common stock, and warrants to purchase 83,333 shares of the Company’s common stock. The warrants had an exercise price of $240.00 and the pre-funded warrants had an exercise price of $0.04. Risks and Uncertainties The Company has a limited operating history and is in the very early stages of generating revenue from intended operations. The Company’s business and operations are sensitive to general business and economic conditions in the U.S. and worldwide along with local, state, and federal governmental policy decisions. A host of factors beyond the Company’s control could cause fluctuations in these conditions. Adverse conditions may include: changes in the biotechnology regulatory environment, technological advances that render our technologies obsolete, availability of resources for clinical trials, acceptance of technologies into the medical community, and competition from larger, more well-funded companies. These adverse conditions could affect the Company’s financial condition and the results of its operations. On January 30, 2020, the World Health Organization declared the COVID-19 novel coronavirus outbreak a “Public Health Emergency of International Concern” and on March 10, 2020, declared it to be a pandemic. Actions taken around the world to help mitigate the spread of the coronavirus included restrictions on travel, and quarantines in certain areas, and forced closures for certain types of public places and businesses. The COVID-19 coronavirus and actions taken to mitigate it have had an adverse impact on the economies and financial markets of many countries, including the geographical area in which the Company operates. While it is unknown how long these conditions will last and what the financial impact will be to the Company, it is reasonably possible that future capital raising efforts and additional development of our technologies may be negatively affected. |
Going Concern Analysis
Going Concern Analysis | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Going Concern Analysis [Abstract] | ||
GOING CONCERN ANALYSIS | NOTE 2 – GOING CONCERN ANALYSIS Management Plans The Company was incorporated on September 28, 2017 and has not generated significant revenues to date. During the nine months ended September 30, 2023, the Company had a net loss of $21,412,626 and negative cash flow from operating activities of $15,267,550. As of September 30, 2023, the Company’s cash balance was $1,651,354. As of September 30, 2023, the Company had approximately $4.8 million of availability to sell under its shelf registration statement on Form S-3. Upon the filing of the Company’s annual report on Form 10-K on April 17, 2023, the Company’s aggregate market value of the voting and non-voting equity held by non-affiliates was below $75.0 million. As a result, the maximum amount that the Company can sell under its shelf registration statement on Form S-3 during any 12 month period is equal to one-third of the aggregate market value of the voting and non-voting equity held by non-affiliates of the Company. On May 23, 2023, we received written notice from Nasdaq that, based upon the stockholders equity reported by the Company in its Form 10-Q for the period ended March 31, 2023, and as of March 31, 2023, the Company was no longer in compliance with Nasdaq Listing Rule 5550(b)(1), which requires a company to maintain a minimum of $2,500,000 in stockholders’ equity, a market value of listed securities of at least $35 million, or net income from continuing operations of $500,000 in the most recently completed fiscal year or in two of the three most recently completed fiscal years (the “Continued Listing Requirements”). The May notification letter further provided that the Company had 45 calendar days, or until July 7, 2023, to submit a plan to regain compliance and if the plan is accepted by Nasdaq, an extension of up to 180 calendar days, or until November 19, 2023 to evidence compliance. On June 22, 2023, we received a letter from Nasdaq notifying the Company that it has failed to maintain compliance with the minimum bid price rule in Nasdaq Listing Rule 5550(a)(2) (the “Minimum Bid Price Rule”) as the closing price of Company’s common stock had remained below $1.00 for over 30 consecutive trading days. On June 29, 2023, we submitted an appeal to Nasdaq, which stayed the delisting and suspension of our securities pending the decision of the Nasdaq Hearings Panel (the “Panel”). The hearing was held on August 31, 2023, which represented the tenth trading day that the closing of the Company’s common stock was above $1.00 per share. At the hearing, the Company also presented its plans to regain compliance with the Equity Rule to the Panel. In addition, on September 15, 2023, the Company received a written notice from Nasdaq that it no longer met the minimum 500,000 publicly-held shares requirement for The Nasdaq Capital Market and it no longer complies with Nasdaq Listing Rule 5550(a)(4) (the “Public Float Rule”). The September notification letter stated that the Panel will consider this matter in their decision regarding the Company’s continued listing on The Nasdaq Capital Market. On September 29, 2023, the Company received a written notice from Nasdaq that the Panel had granted the Company an exception through December 26, 2023, to allow the Company to complete its compliance with the Equity Rule. The October notification letter also confirmed that the Company had demonstrated compliance with the Minimum Bid Price Rule and granted the Company an exception through December 26, 2023 to allow the Company to demonstrate compliance with the Public Float Rule. If we are delisted from Nasdaq, but obtain a substitute listing for our common stock, it will likely be on a market with less liquidity, and therefore experience potentially more price volatility than experienced on Nasdaq. Stockholders may not be able to sell their shares of common stock on any such substitute market in the quantities, at the times, or at the prices that could potentially be available on a more liquid trading market. As a result of these factors, if our common stock is delisted from Nasdaq, the value and liquidity of our common stock, warrants and pre-funded warrants would likely be significantly adversely affected. A delisting of our common stock from Nasdaq could also adversely affect our ability to obtain financing for our operations and/or result in a loss of confidence by investors, employees and/or business partners. In addition, factors such as stock price, volatility, trading volume, market conditions, demand and regulatory requirements may adversely affect the Company’s ability to raise capital in an efficient manner. Because of these factors, the Company believes that this creates substantial doubt with the Company’s ability to continue as a going concern. In addition to the shelf registration, the Company has the ability to raise capital from equity or debt through private placements or public offerings pursuant to a registration statement on Form S-1. We may also secure loans from related parties. The financial statements included in this report do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the matters discussed herein. The Company’s ability to continue as a going concern is dependent upon the ability to complete clinical studies and implement the business plan, generate sufficient revenues and to control operating expenses. In addition, the Company is consistently focused on raising capital, strategic acquisitions and alliances, and other initiatives to strengthen the Company. | NOTE 2 – GOING CONCERN ANALYSIS Management Plans The Company was incorporated on September 28, 2017 and has not generated significant revenues to date. During the year ended December 31, 2022, the Company had a net loss of $27,649,876 and negative cash flow from operating activities of $22,049,040. As of December 31, 2022, the Company’s cash balance was $2,768,640. As of December 31, 2022, the Company had $51.5 million of remaining availability, subject to regulatory requirements, to raise future funds pursuant to an effective shelf registration statement filed with the SEC on Form S-3 declared effective on July 13, 2021. However, factors such as stock price, volatility, trading volume, market conditions, demand and regulatory requirements may adversely affect the Company’s ability to raise capital in an efficient manner. In addition to the shelf registration, the Company has the ability to raise capital from equity of debt through private placements or public offerings pursuant to a registration statement on Form S-1. We may also secure loans from related parties. Because of these factors, the Company believes that this creates substantial doubt with the Company’s ability to continue as a going concern. The financial statements included in this report do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the matters discussed herein. The Company’s ability to continue as a going concern is dependent upon the ability to complete clinical studies and implement the business plan, generate sufficient revenues and to control operating expenses. In addition, the Company is consistently focused on raising capital, strategic acquisitions and alliances, and other initiatives to strengthen the Company. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Summary of Significant Accounting Policies [Abstract] | ||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and the rules and regulations of the Securities and Exchange Commission (“SEC”). In the opinion of the Company’s management, the accompanying condensed consolidated financial statements reflect all adjustments, consisting of normal, recurring adjustments, considered necessary for a fair presentation of the results for the interim periods ended September 30, 2023 and September 30, 2022. Although management believes that the disclosures in these unaudited condensed consolidated financial statements are adequate to make the information presented not misleading, certain information and footnote disclosures normally included in condensed consolidated financial statements that have been prepared in accordance U.S. GAAP have been omitted pursuant to the rules and regulations of the SEC. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s financial statements and notes related thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, filed with the SEC on April 17, 2023. The interim results for the nine months ended September 30, 2023 are not necessarily indicative of the results to be expected for the year ended December 31, 2023 or for any future interim periods. Principles of Consolidation The unaudited consolidated financial statements include the accounts of Aditxt, Inc., and its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated in the condensed consolidated financial statements. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expense during the reporting period. Actual results could differ from those estimates. Significant estimates underlying the financial statements include the collectability of notes receivable, collectability and reserve on accounts receivable, the reserve on insurance billing, and the fair value of stock options and warrants. Fair Value Measurements and Fair Value of Financial Instruments The Company adopted Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 820, Fair Value Measurements. ASC Topic 820 clarifies the definition of fair value, prescribes methods for measuring fair value, and establishes a fair value hierarchy to classify the inputs used in measuring fair value as follows: Level 1 - Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date. Level 2 - Inputs are unadjusted quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated by observable market data. Level 3 - Inputs are unobservable inputs which reflect the reporting entity’s own assumptions on what assumptions the market participants would use in pricing the asset or liability based on the best available information. The Company did not identify any assets or liabilities that are required to be presented on the balance sheets at fair value in accordance with ASC Topic 820. Due to the short-term nature of all financial assets and liabilities, their carrying value approximates their fair value as of the balance sheet dates. Concentrations of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents and accounts receivable. The Company maintains its cash accounts at financial institutions which are insured by the Federal Deposit Insurance Corporation. At times, the Company may have deposits in excess of federally insured limits. Substantially all the Company’s accounts receivable are with companies in the healthcare industry, individuals, and the U.S. government. However, concentration of credit risk is mitigated due to the Company’s number of customers. In addition, for receivables due from U.S. government agencies, the Company does not believe the receivables represent a credit risk as these are related to healthcare programs funded by the U.S. government and payment is primarily dependent upon submitting the appropriate documentation. Cash and Cash Equivalents Cash and cash equivalents include short-term, liquid investments. Inventory Inventory consists of laboratory materials and supplies used in laboratory analysis. We capitalize inventory when purchased. Inventory is valued at the lower of cost or net realizable value on a first-in, first-out basis. We periodically perform obsolescence assessments and write off any inventory that is no longer usable. Fixed Assets Fixed assets are stated at cost less accumulated depreciation. Cost includes expenditures for furniture, office equipment, laboratory equipment, and other assets. Maintenance and repairs are charged to expense as incurred. When assets are sold, retired, or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is reflected in operations. The costs of fixed assets are depreciated using the straight-line method over the estimated useful lives or lease life of the related assets. Useful lives assigned to fixed assets are as follows: Computers Three years to five years Lab Equipment Seven to ten years Office Furniture Five to ten years Other fixed assets Five to ten years Leasehold Improvements Shorter of estimated useful life or remaining lease term Intangible Assets Intangible assets are stated at cost less accumulated amortization. For intangible assets that have finite lives, the assets are amortized using the straight-line method over the estimated useful lives of the related assets. For intangible assets with indefinite lives, the assets are tested periodically for impairment. Accounts Receivable and Allowance for Doubtful Accounts Accounts receivable are stated at the amount management expects to collect from outstanding balances. The Company generally does not require collateral to support customer receivables. The Company determines if receivables are past due based on days outstanding, and amounts are written off when determined to be uncollectible by management. As of September 30, 2023 and December 31, 2022, there was an allowance for doubtful accounts of zero and $18,634, respectively. Offering Costs Offering costs incurred in connection with equity are recorded as a reduction of equity and offering costs incurred in connection with debt are recorded as a reduction of debt as a debt discount. Revenue Recognition In accordance with ASC 606 (Revenue From Contracts with Customers), revenue is recognized when a customer obtains control of promised services. The amount of revenue recognized reflects the consideration to which the Company expects to be entitled to receive in exchange for these services. To achieve this core principle, the Company applies the following five steps: 1) Identify the contract with a customer 2) Identify the performance obligations in the contract 3) Determine the transaction price 4) Allocate the transaction price to performance obligations in the contract 5) Recognize revenue when or as the Company satisfies a performance obligation Revenues reported from services relating to the AditxtScore™ are recognized when the AditxtScore TM The Company recognizes revenue in the following manner for the following types of customers: Client Payers: Client payers include physicians or other entities for which services are billed based on negotiated fee schedules. The Company principally estimates the allowance for credit losses for client payers based on historical collection experience and the period of time the receivable has been outstanding. Cash Pay: Customers are billed based on established patient fee schedules or fees negotiated with physicians on behalf of their patients. Collection of billings is subject to credit risk and the ability of the patients to pay. Insurance: Reimbursements from healthcare insurers are based on fee for service schedules. Net revenues recognized consist of amounts billed net of contractual allowances for differences between amounts billed and the estimated consideration the Company expects to receive from such payers, collection experience, and the terms of the Company’s contractual arrangements. Leases Under Topic 842 (Leases), operating lease expense is generally recognized evenly over the term of the lease. The Company has operating leases consisting of office space, laboratory space, and lab equipment. Leases with an initial term of twelve months or less are not recorded on the balance sheet. We combine the lease and non-lease components in determining the lease liabilities and right of use (“ROU”) assets. Stock-Based Compensation The Company accounts for stock-based compensation costs under the provisions of ASC 718, Compensation—Stock Compensation, which requires the measurement and recognition of compensation expense related to the fair value of stock-based compensation awards that are ultimately expected to vest. Stock-based compensation expense recognized includes the compensation cost for all stock-based payments granted to employees, officers, and directors based on the grant date fair value estimated in accordance with the provisions of ASC 718. ASC 718 is also applied to awards modified, repurchased, or cancelled during the periods reported. Stock-based compensation is recognized as expense over the employee’s requisite vesting period and over the nonemployee’s period of providing goods or services. Patents The Company incurs fees from patent licenses, which are reflected in research and development expenses, and are expensed as incurred. During the nine months ended September 30, 2023 and 2022, the Company incurred patent licensing fees of $117,291 and $256,589, respectively. Research and Development We incur research and development costs during the process of researching and developing our technologies and future offerings. We expense these costs as incurred unless such costs qualify for capitalization under applicable guidance. During the nine months ended September 30, 2023 and 2022, the Company incurred research and development costs of $2,771,100 and $4,186,842, respectively. Basic and Diluted Net Loss per Common Share Basic loss per common share is computed by dividing the net loss by the weighted average number of shares of common stock outstanding for each period. Diluted loss per share is computed by dividing the net loss attributable of common stockholders by the weighted average number of shares of common stock outstanding plus the dilutive effect of shares issuable through the common stock equivalents. The weighted-average number of common shares outstanding excludes common stock equivalents because their inclusion would be anti-dilutive. As of September 30, 2023, 1,127 stock options, 0 unvested restricted stock units, and 2,132,882 warrants were excluded from dilutive earnings per share as their effects were anti-dilutive. As of September 30, 2022, 1,127 stock options, 264 unvested restricted stock units, and 127,281 warrants were excluded from dilutive earnings per share as their effects were anti-dilutive. Recent Accounting Pronouncements The FASB issues ASUs to amend the authoritative literature in ASC. There have been several ASUs to date, including those above, that amend the original text of ASC. Management believes that those issued to date either (i) provide supplemental guidance, (ii) are technical corrections, (iii) are not applicable to us or (iv) are not expected to have a significant impact on our financial statements. | NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The Company’s financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and the rules and regulations of the Securities and Exchange Commission (“SEC”). Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expense during the reporting period. Actual results could differ from those estimates. Significant estimates underlying the financial statements include the collectability of notes receivable, collectability and reserve on accounts receivable, the reserve on insurance billing, and the fair value of stock options and warrants. Fair Value Measurements and Fair Value of Financial Instruments The Company adopted Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 820, Fair Value Measurements. ASC Topic 820 clarifies the definition of fair value, prescribes methods for measuring fair value, and establishes a fair value hierarchy to classify the inputs used in measuring fair value as follows: Level Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date. Level Inputs are unadjusted quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated by observable market data. Level Inputs are unobservable inputs which reflect the reporting entity’s own assumptions on what assumptions the market participants would use in pricing the asset or liability based on the best available information. The Company did not identify any assets or liabilities that are required to be presented on the balance sheets at fair value in accordance with ASC Topic 820. Due to the short-term nature of all financial assets and liabilities, their carrying value approximates their fair value as of the balance sheet dates. Concentrations of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents and accounts receivable. The Company maintains its cash accounts at financial institutions which are insured by the Federal Deposit Insurance Corporation. At times, the Company may have deposits in excess of federally insured limits. Substantially all the Company’s accounts receivable are with companies in the healthcare industry, individuals, and the U.S. government. However, concentration of credit risk is mitigated due to the Company’s number of customers. In addition, for receivables due from U.S government agencies, the Company does not believe the receivables represent a credit risk as these are related to healthcare programs funded by the U.S. government and payment is primarily dependent upon submitting the appropriate documentation. Cash and Cash Equivalents Cash and cash equivalents include short-term, liquid investments. Inventory Inventory consists of laboratory materials and supplies used in laboratory analysis. We capitalize inventory when purchased. Inventory is valued at the lower of cost or net realizable value on a first-in, first-out basis. We periodically perform obsolescence assessments and write off any inventory that is no longer usable. Fixed Assets Fixed assets are stated at cost less accumulated depreciation. Cost includes expenditures for furniture, office equipment, laboratory equipment, and other assets. Maintenance and repairs are charged to expense as incurred. When assets are sold, retired, or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is reflected in operations. The costs of fixed assets are depreciated using the straight-line method over the estimated useful lives or lease life of the related assets. Useful lives assigned to fixed assets are as follows: Computers Three years to five years Lab Equipment Seven to ten years Office Furniture Five to ten years Other fixed assets Five to ten years Leasehold Improvements Shorter of estimated useful life or remaining lease term Intangible Assets Intangible assets are stated at cost less accumulated amortization. For intangible assets that have finite lives, the assets are amortized using the straight-line method over the estimated useful lives of the related assets. For intangible assets with indefinite lives, the assets are tested periodically for impairment. Accounts Receivable and Allowance for Doubtful Accounts Accounts receivable are stated at the amount management expects to collect from outstanding balances. The Company generally does not require collateral to support customer receivables. The Company determines if receivables are past due based on days outstanding, and amounts are written off when determined to be uncollectible by management. As of December 31, 2022 and 2021, there was an allowance for doubtful accounts of $18,634 and zero, respectively. Offering Costs Offering costs incurred in connection with equity are recorded as a reduction of equity and offering costs incurred in connection with debt are recorded as a reduction of debt as a debt discount. Revenue Recognition In accordance with ASC 606 (Revenue From Contracts with Customers), revenue is recognized when a customer obtains control of promised services. The amount of revenue recognized reflects the consideration to which the Company expects to be entitled to receive in exchange for these services. To achieve this core principle, the Company applies the following five steps: 1) Identify the contract with a customer 2) Identify the performance obligations in the contract 3) Determine the transaction price 4) Allocate the transaction price to performance obligations in the contract 5) Recognize revenue when or as the Company satisfies a performance obligation Revenues reported from services relating to the AditxtScore™ are recognized when the AditxtScore TM The Company recognizes revenue in the following manner for the following types of customers: Client Payers: Client payers include physicians or other entities for which services are billed based on negotiated fee schedules. The Company principally estimates the allowance for credit losses for client payers based on historical collection experience and the period of time the receivable has been outstanding. Cash Pay: Customers are billed based on established patient fee schedules or fees negotiated with physicians on behalf of their patients. Collection of billings is subject to credit risk and the ability of the patients to pay. Insurance: Reimbursements from healthcare insurers are based on fee for service schedules. Net revenues recognized consist of amounts billed net of contractual allowances for differences between amounts billed and the estimated consideration the Company expects to receive from such payers, collection experience, and the terms of the Company’s contractual arrangements. Leases Under Topic 842 (Leases), operating lease expense is generally recognized evenly over the term of the lease. The Company has operating leases consisting of office space, laboratory space, and lab equipment. Leases with an initial term of twelve months or less are not recorded on the balance sheet. We combine the lease and non-lease components in determining the lease liabilities and right of use (“ROU”) assets. Stock-Based Compensation The Company accounts for stock-based compensation costs under the provisions of ASC 718, Compensation—Stock Compensation, which requires the measurement and recognition of compensation expense related to the fair value of stock-based compensation awards that are ultimately expected to vest. Stock-based compensation expense recognized includes the compensation cost for all stock-based payments granted to employees, officers, and directors based on the grant date fair value estimated in accordance with the provisions of ASC 718. ASC 718 is also applied to awards modified, repurchased, or cancelled during the periods reported. Stock-based compensation is recognized as expense over the employee’s requisite vesting period and over the nonemployee’s period of providing goods or services. Patents The Company incurs fees from patent licenses, which is reflected in research and development expenses, and are expensed as incurred. During the years ended December 31, 2022 and 2021, the Company incurred patent licensing fees for the patents of $263,273 and $76,455, respectively. Research and Development We incur research and development costs during the process of researching and developing our technologies and future offerings. We expense these costs as incurred unless such costs qualify for capitalization under applicable guidance. During the years ended December 31, 2022 and 2021, the Company incurred research and development costs of $7,268,084 and $5,042,617, respectively. Basic and Diluted Net Loss per Common Share Basic loss per common share is computed by dividing the net loss by the weighted average number of shares of common stock outstanding for each period. Diluted loss per share is computed by dividing the net loss attributable of common stockholders by the weighted average number of shares of common stock outstanding plus the dilutive effect of shares issuable through the common stock equivalents. The weighted-average number of common shares outstanding excludes common stock equivalents because their inclusion would be anti-dilutive. As of December 31, 2022, 1,127 stock options, 187 unvested restricted stock units, and 127,281 warrants were excluded from dilutive earnings per share as their effects were anti-dilutive. As of December 31, 2021, 1,127 stock options, 390 unvested restricted stock units and 15,035 warrants were excluded from dilutive earnings per share as their effects were anti-dilutive. During the years ended December 31, 2022 and 2021, the Company recognized an implied dividend from the modification of warrants of $37,667 and $102,267, respectively. Theses implied dividends resulted in an increase in the net loss attributable to common stockholders. Recent Accounting Pronouncements The FASB issues ASUs to amend the authoritative literature in ASC. There have been several ASUs to date, including those above, that amend the original text of ASC. Management believes that those issued to date either (i) provide supplemental guidance, (ii) are technical corrections, (iii) are not applicable to us or (iv) are not expected to have a significant impact on our financial statements. |
Note Receivable
Note Receivable | 12 Months Ended |
Dec. 31, 2022 | |
Receivables [Abstract] | |
NOTE RECEIVABLE | NOTE 4 – NOTE RECEIVABLE Cellvera Global Note Receivable On August 25, 2021, the Company entered into a letter of intent (“the LOI”) to acquire AiPharma Global Holdings LLC, a Delaware limited liability company, which subsequently changed its name to Cellvera Global Holdings LLC (“Cellvera Global”) which is commercializing COVID-19 antiviral oral therapy. Key terms of the proposed transaction as stated in the Letter of Intent included: the completion of a proposed $6.5 million secured loan from the Company to Cellvera Global by August 31, 2021, as well as the issuance of such number of shares of the Company’s common stock that yields 50% of the number of the Company’s outstanding shares post-closing of the transaction. The acquisition is subject to the satisfaction of numerous conditions, including satisfactory due diligence, the negotiation and execution of definitive agreements and other closing conditions, including board and shareholder approval and approval by Nasdaq of the listing of shares proposed to be issued in the transaction. The Company and Cellvera Global agreed to an exclusivity period until September 30, 2021 (the “Exclusivity Period”), with a view to settling the definitive agreement. On September 30, 2021, the parties entered into a letter agreement pursuant to which they agreed to extend the Exclusivity Period until October 4, 2021. On December 28, 2021, we entered into a Share Exchange Agreement with Cellvera Global f/k/a AiPharma Global, pursuant to which we (i) will acquire 9.5% of the issued and outstanding equity interests in Cellvera Global in exchange for the issuance of 2,409 shares of our common stock of Aditxt and a cash payment of $250,000, at an initial closing upon the satisfaction or waiver of certain conditions to closing; and (ii) acquire the remaining 90.5% of the issued and outstanding equity interests in Cellvera Global in exchange for the issuance of 19,964shares of our common stock and a cash payment of $250,000 at a secondary closing upon the satisfaction or waiver of certain conditions to closing. Additionally, we may elect to raise additional capital due to market conditions or strategic considerations. In connection with the contemplated acquisition with Cellvera Global, the Company entered into a secured credit agreement dated August 27, 2021 (the “Credit Agreement”) with Cellvera Global and certain affiliated entities (collectively, the “Borrower”), pursuant to which the Company made a secured loan to Cellvera Global in the principal amount of $6.5 million (the “Loan”). The Loan was funded on August 31, 2021, following the closing of the Company’s August 2021 Offering. The Loan bears interest at a rate of 8% per annum and matured on November 30, 2021. The Loan is secured by certain accounts receivable and other assets of Cellvera Global and certain of its affiliates. The Credit Agreement also contains certain covenants that prohibit Cellvera Global from incurring additional indebtedness, incurring liens or making any dispositions of its property. On October 18, 2021, the Company entered into the first amendment to the Credit Agreement with Cellvera Global and certain affiliated entities (the “Credit Agreement Amendment”), pursuant to which the Company agreed to increase the amount which Cellvera Global was permitted to borrow under the Credit Agreement by $8.5 million to an aggregate of $15.0 million, of which $6.5 million was outstanding prior to entering the Credit Agreement Amendment. The Company agreed to fund such additional borrowings, as requested by Cellvera Global, by advancing 70% of any amounts received by the Company from the exercise of existing warrants or any other capital raises, including the October Offering. As of December 31, 2021, an additional $8.0 million was advanced under the Credit Agreement for a total of $14.5 million. The Credit Agreement was amended on multiple occasions, for which the final amendment was signed on December 31, 2021, extending the Loan’s maturity date to January 31, 2022. The Company determined that Cellvera Global may not have the ability to repay the note receivable. Accordingly, the Company recognized a full impairment of $14.5 million as of December 31, 2021. Forbearance Agreement: On January 31, 2022, the Company’s $14.5 million loan to Cellvera Global became fully due and payable under the Credit Agreement. On February 14, 2022, the Company entered into a Forbearance Agreement and Seventh Amendment to Credit Agreement (the “Forbearance Agreement”) with Cellvera Global. Pursuant to the Forbearance Agreement, the Company agreed to forbear from exercising its rights and remedies against Cellvera Global and certain affiliated guarantor parties until the earlier of (i) June 30, 2022 or (ii) the date of occurrence of any event of default under the Forbearance Agreement (the “Forbearance Period”). Given that the parties continue to conduct due diligence in connection with the Share Exchange Agreement, the Company and Cellvera Global also agreed that should the initial closing occur under the Share Exchange Agreement, the existing event of default will be waived. Under the Forbearance Agreement, the Company and Cellvera Global also agreed to certain amendments to the Credit Agreement, including, but not limited to: (i) the delivery by the Borrower of certain financial statements and forecasts, and (ii) certain regularly scheduled payments to be made by Cellvera Global to the Company during the Forbearance Period. As of the date of filing of this Quarterly Report, the regularly scheduled payments under the Forbearance Agreement have not been made, and the note receivable remains fully impaired. On April 4, 2022, the Company and Cellvera Global entered into a Forbearance Agreement and Eighth Amendment to the Credit Agreement (the “April Forbearance Agreement”) pursuant to which among other things (i) the Company agreed to extend the forbearance period until the earlier of March 31, 2023 or the date of occurrence of any event of default under the April Forbearance Agreement, (ii) Cellvera Global shall be permitted to factor certain receivables, and (iii) certain conforming changes were made relating to the Revenue Sharing Agreement (as defined below). In connection with the Forbearance Agreement, the Company entered into a series of security agreements with Cellvera Global (the “Security Agreements”) and certain affiliated entities pursuant to which Cellvera Global enhanced the Company’s security interest in connection with the Credit Agreement. In addition, and as a condition to entering into the April Forbearance Agreement, the Company required that Cellvera Global enter into a Revenue Sharing Agreement (the “Revenue Sharing Agreement”), pursuant to which, among other things, Cellvera Global agreed to pay the Company a certain portion of its revenues up to the aggregate amount of $30 million. As of the date of filing of this Annual Report, the Company has not received any payments from Cellvera Global pursuant to the Revenue Sharing Agreement. Upon termination of the April Forbearance agreement, the amounts under the Secured Credit agreement (as amended) shall become immediately due and payable. Concurrently with the execution of the April Forbearance Agreement and the Revenue Sharing Agreement, the Company and AiPharma Group, Ltd. entered into an Amendment to the Share Exchange Agreement (the “Share Exchange Amendment”) which amended the Share Exchange Agreement to, among other things: (i) modify the financial statements required to be delivered by AiPharma Group, Ltd. at the initial closing to include the unaudited financial statements for the three months ended March 31, 2022 and 2021, (ii) permit the Company to amend its Certificate of Incorporation without the consent of AiPharma Group, Ltd. in order to effect a reverse stock split of the Company’s common stock, if necessary, in order to maintain its listing on the Nasdaq Capital Market, and (iii) make certain other conforming changes related to the March Forbearance Agreement and Revenue Sharing Agreement. Target Company Note Receivable On December 10, 2021, the Company entered into a secured credit agreement dated December 10, 2021 (the “Target Company Credit Agreement”) and signed on December 10, 2021 with the Target Company, pursuant to which the Company made a secured loan to the Target Company in the principal amount of $500,000 (the “Target Company Loan”) and agreed to make additional secured loans, as requested by the Target Company and approved by the Company, in an amount not to exceed $4.5 million. The Target Company Loan bears interest at a rate of 8% per annum and mature on December 8, 2022, provided, that the Letter of Intent currently contemplates that the Target Company Loan will be forgivable upon the closing of the acquisition contemplated by the letter of intent. The Target Company Credit Agreement also contains certain covenants that prohibit the Target Company from incurring additional indebtedness, entering into any fundamental transactions, issuing any equity interests subject to certain limited exceptions, or making any dispositions of its property. In connection with the Target Company Credit Agreement, the Company entered into a Security Agreement with the Target Company, pursuant to which the Target Company granted the Company a security interest in all of the Target Company’s assets as security for the Target Company Loan. The Company determined that the Target Company may not have the ability to repay the note receivable. Accordingly, the Company recognized a full impairment of the principal and accrued interest of $0.5 million as of December 31, 2022. |
Fixed Assets
Fixed Assets | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Fixed Assets [Abstract] | ||
FIXED ASSETS | NOTE 4 – FIXED ASSETS The Company’s fixed assets include the following on September 30, 2023: Cost Basis Accumulated Net Computers $ 378,480 $ (292,655 ) $ 85,825 Lab Equipment 2,585,077 (789,781 ) 1,795,296 Office Furniture 56,656 (12,449 ) 44,207 Other Fixed Assets 8,605 (1,869 ) 6,736 Leasehold Improvements 120,440 (48,645 ) 71,795 Total Fixed Assets $ 3,149,258 $ (1,145,399 ) $ 2,003,859 The Company’s fixed assets include the following on December 31, 2022: Cost Basis Accumulated Net Computers $ 376,429 $ (197,907 ) $ 178,522 Lab Equipment 2,572,720 (579,015 ) 1,993,705 Office Furniture 56,656 (8,200 ) 48,456 Other Fixed Assets 8,605 (1,224 ) 7,381 Leasehold Improvements 120,440 (29,641 ) 90,799 Total Fixed Assets $ 3,134,850 $ (815,987 ) $ 2,318,863 Depreciation expense was $109,611 and $99,980 for the three months ended September 30, 2023 and 2022, respectively. Depreciation expense was $329,411 and $296,685 for the nine months ended September 30, 2023 and 2022, respectively. None of the Company’s fixed assets serve as collateral against any loans as of September 30, 2023 and December 31, 2022, other than those subject to the financed asset liability. As of September 30, 2023 and December 31, 2022, the fixed assets that serve as collateral subject to the financed asset liability have a carrying value of $1,316,830 and $1,359,091, respectively. Financed Assets: In October 2020, the Company purchased two pieces of lab equipment and financed them for a period of twenty-four months with a monthly payment of $19,487, with an interest rate of 8%. As of September 30, 2023, the Company has one payment in arrears. In January of 2021, the Company purchased one piece of lab equipment and financed it for a period of twenty-four months with a monthly payment of $9,733, with an interest rate of 8%. As of September 30, 2023, the Company has one payment in arrears. In March of 2021, the Company purchased five pieces of lab equipment and financed them for a period of twenty-four months with a monthly payment of $37,171, with an interest rate of 8%. As of September 30, 2023, the Company has four payments in arrears. As of September 30, 2023, all lab equipment financing agreements have matured. | NOTE 5 – FIXED ASSETS The Company’s fixed assets include the following on December 31, 2022: Cost Basis Accumulated Net Computers $ 376,429 $ (197,907 ) $ 178,522 Lab Equipment 2,572,720 (579,015 ) 1,993,705 Office Furniture 56,656 (8,200 ) 48,456 Other Fixed Assets 8,605 (1,224 ) 7,381 Leasehold Improvements 120,440 (29,641 ) 90,799 Total Fixed Assets $ 3,134,850 $ (815,987 ) $ 2,318,863 The Company’s fixed assets include the following on December 31, 2021: Cost Basis Accumulated Net Computers $ 312,489 $ (75,053 ) $ 237,436 Lab Equipment 2,240,252 (306,688 ) 1,933,564 Office Furniture 90,757 (4,857 ) 85,900 Other Fixed Assets 10,809 (412 ) 10,397 Total Fixed Assets $ 2,654,307 $ (387,010 ) $ 2,267,297 Depreciation expense was $428,977 and $369,236, for the years ended December 31, 2022 and 2021, respectively. None of the Company’s fixed assets serve as collateral against any loans as of December 31, 2022 and December 31, 2021, other than those subject to the financed asset liability. As of December 31, 2022 and 2021, the fixed assets that serve as collateral subject to the financed asset liability have a carrying value of $1,359,091 and $1,690,420, respectively. Financed Assets: In October 2020, the Company purchased two pieces of lab equipment and financed them for a period of twenty-four months with a monthly payment of $19,487, with an interest rate of 8%. In January of 2021, the Company purchased one piece of lab equipment and financed it for a period of twenty-four months with a monthly payment of $9,733, with an interest rate of 8%. In March of 2021, the Company purchased five pieces of lab equipment and financed them for a period of twenty-four months with a monthly payment of $37,171, with an interest rate of 8%. Maturities as follows: 2023 $ 111,512 2024 - 2025 - 2026 - 2027 - Thereafter - Total Payments $ 111,512 |
Intangible Assets
Intangible Assets | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Intangible Assets [Abstract] | ||
INTANGIBLE ASSETS | NOTE 5 – INTANGIBLE ASSETS The Company’s intangible assets include the following on September 30, 2023: Cost Basis Accumulated Net Proprietary Technology $ 321,000 $ (294,250 ) $ 26,750 Total Intangible Assets $ 321,000 $ (294,250 ) $ 26,750 The Company’s intangible assets include the following on December 31, 2022: Cost Basis Accumulated Net Proprietary Technology $ 321,000 $ (214,000 ) $ 107,000 Total Intangible Assets $ 321,000 $ (214,000 ) $ 107,000 Amortization expense was $26,750 and $26,750 for the three months ended September 30, 2023 and 2022, respectively. Amortization expense was $80,250 and $80,250 for the nine months ended September 30, 2023 and 2022, respectively. None of the Company’s intangible assets serve as collateral against any loans as of September 30, 2023 and December 31, 2022. The Company’s proprietary technology is being amortized over its estimated useful life of three years. | NOTE 6 – INTANGIBLE ASSETS The Company’s intangible assets include the following on December 31, 2022: Cost Basis Accumulated Net Proprietary Technology $ 321,000 $ (214,000 ) $ 107,000 Total Intangible Assets $ 321,000 $ (214,000 ) $ 107,000 The Company’s intangible assets include the following on December 31, 2021: Cost Basis Accumulated Net Proprietary Technology $ 321,000 $ (107,000 ) $ 214,000 Total Intangible Assets $ 321,000 $ (107,000 ) $ 214,000 Amortization expense was $107,000 and $107,000 for the years ended December 31, 2022 and 2021, respectively. None of the Company’s intangible assets serve as collateral against any loans as of December 31, 2022 and 2021. The Company’s proprietary technology is being amortized over its estimated useful life of three years. |
Related Party Transactions
Related Party Transactions | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Related Party Transactions [Abstract] | ||
RELATED PARTY TRANSACTIONS | NOTE 6 – RELATED PARTY TRANSACTIONS On April 21, 2023, Amro Albanna, the Chief Executive Officer of the Company, and Shahrokh Shabahang, the Chief Innovation Officer of the Company, loaned $87,523 and $100,000, respectively, to the Company. The loans were each evidenced by an unsecured promissory note (the “April Note”). Pursuant to the terms each April Note, it will accrue interest at the Prime rate of eight percent (8.00%) per annum and is due on the earlier of October 21, 2023, or an event of default, as defined therein. As of September 30, 2023, the note was fully paid off. On May 25, 2023, Amro Albanna, the Chief Executive Officer of the Company, loaned $200,000 to the Company. The loan was evidenced by an unsecured promissory note (the “May Note”). Pursuant to the terms of the May Note, it will accrue interest at a rate of eight and one-quarter percent (8.25%) per annum, the Prime rate on the date of signing, and is due on the earlier of November 25, 2023 or an event of default, as defined therein. As of September 30, 2023, the note was fully paid off. On June 12, 2023, Amro Albanna, the Chief Executive Officer of the Company, and Shahrokh Shabahang, the Chief Innovation Officer of the Company, loaned $200,000 and $100,000, respectively, to the Company. The loans were evidenced by an unsecured promissory note (the “June Note”). Pursuant to the terms of the June Note, it will accrue interest at the Prime rate of eight and one-quarter percent (8.25%) per annum and is due on the earlier of December 12, 2023, or an event of default, as defined therein. As of September 30, 2023, the June Note was fully paid off. | NOTE 7 – RELATED PARTY TRANSACTIONS On January 28, 2022, the Company granted 240 restricted stock units to an officer of the Company pursuant to the Company’s 2021 Equity Incentive Plan. The Company recognized $146,613 in stock-based compensation for the issuance of these vested and unvested restricted stock units during the year ended December 31, 2022. (Note 11) On July 19, 2022, the Company entered into a Subscription and Investment Representation Agreement with its Chief Executive Officer (the “Purchaser”), pursuant to which the Company agreed to issue and sell one (1) share of the Company’s Series B Preferred Stock (the “Preferred Stock”), par value $0.001 per share, to the Purchaser for $20,000 in cash. On July 19, 2022, the Company filed a certificate of designation (the “Certificate of Designation”) with the Secretary of State of Delaware, effective as of the time of filing, designating the rights, preferences, privileges and restrictions of the share of Preferred Stock. The Certificate of Designation provides that the share of Preferred Stock will have 250,000,000 votes and will vote together with the outstanding shares of the Company’s common stock as a single class exclusively with respect to any proposal to amend the Company’s Restated Certificate of Incorporation to effect a reverse stock split of the Company’s common stock. The Preferred Stock will be voted, without action by the holder, on any such proposal in the same proportion as shares of common stock are voted. The Preferred Stock otherwise has no voting rights except as otherwise required by the General Corporation Law of the State of Delaware. The Preferred Stock is not convertible into, or exchangeable for, shares of any other class or series of stock or other securities of the Company. The Preferred Stock has no rights with respect to any distribution of assets of the Company, including upon a liquidation, bankruptcy, reorganization, merger, acquisition, sale, dissolution or winding up of the Company, whether voluntarily or involuntarily. The holder of the Preferred Stock will not be entitled to receive dividends of any kind. The outstanding share of Preferred Stock shall be redeemed in whole, but not in part, at any time (i) if such redemption is ordered by the Board of Directors in its sole discretion or (ii) automatically upon the effectiveness of the amendment to the Certificate of Incorporation implementing a reverse stock split. Upon such redemption, the holder of the Preferred Stock will receive consideration of $20,000 in cash. On September 13, 2022, the share was redeemed. On July 21, 2022, the Chief Executive Officer loaned $80,000 to the Company. The loan was evidenced by an unsecured promissory note (the “Promissory Note”). Pursuant to the terms of the Promissory Note, it will accrue interest at a rate of four and three-quarters percent (4.75%) per annum, the Prime rate on the date of signing, and is due on the earlier of January 22, 2023, or an event of default. On October 7, 2022, the Company fully repaid the $80,000 Promissory Note and $812 of accrued interest to its Chief Executive Officer. The Chief Executive Officer and the Company entered the Promissory Note on July 21, 2022. |
Notes Payable
Notes Payable | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Notes Payable [Abstract] | ||
NOTES PAYABLE | NOTE 7 – NOTES PAYABLE On February 21, 2023, the Company entered into an agreement for the purchase and sale of future receipts (the “Future Receipts Agreement”) with a commercial funding source pursuant to which the Company agreed to sell to the funder certain future trade receipts in the aggregate amount of $2,160,000 (the “Future Receipts Purchased Amount” for gross proceeds to the Company of $1,500,000, less origination fees of $75,000. Pursuant to the Future Receipts Agreement, the Company granted the funder a security interest in all of the Company’s present and future accounts receivable in an amount not to exceed the Future Receipts Purchased Amount. The Future Receipts Purchased Amount shall be repaid by the Company in 28 weekly installments of approximately $77,000 with the final payment due on September 5, 2023. On May 30, 2023, the Company entered into the May Loan (as defined below) for gross proceeds to the Company of $2,000,000, less origination fees of $100,000 and less the full outstanding balance under the Future Receipts Agreement of $1,157,143, resulting in net proceeds to the Company of $742,857. On April 4, 2023, the Company entered into a Business Loan and Security Agreement (the “April Loan Agreement”) with a commercial funding source (the “April Lender”), pursuant to which the Company obtained a loan from the April Lender in the principal amount of $1,060,000, which includes origination fees of $60,000 (the “April Loan”). Pursuant to the April Loan Agreement, the Company granted the April Lender a continuing secondary security interest in; (i) any and all amounts owed to the Company now or in the future from any merchant processor processing charges made by customers of the Company via credit card or debit card transactions, and (ii) all other tangible and intangible property. The total amount of interest and fees payable by the Company to the April Lender under the April Loan (the “April Repayment Amount”) will be (i) $1,000,000 if paid prior to April 6, 2023, (ii) $1,219,000 if paid prior to April 10, 2023, or (iii) $1,590,000 if paid after April 10, 2023, and will be repaid in 20 weekly installments of $79,500 commencing on April 10, 2023 and ending on August 21, 2023. On April 24, 2023, the Company entered into the Loan Agreement (as defined below) for gross proceeds of $1,000,000, less the full outstanding balance under the April Loan Agreement of $139,500, resulting net proceeds to the Company of $860,500. On April 24, 2023, the Company entered into a Business Loan and Security Agreement (the “Loan Agreement”) with a commercial funding source (the “Lender”), pursuant to which the Company obtained a loan from the Lender in the principal amount of $1,060,000, which includes origination fees of $60,000 (the “Loan”). Pursuant to the Loan Agreement, the Company granted the Lender a continuing secondary security interest in; (i) any and all amounts owed to the Company now or in the future from any merchant processor processing charges made by customers of the Company via credit card or debit card transactions, and (ii) all other tangible and intangible property. The total amount of interest and fees payable by the Company to the Lender under the Loan (the “April Repayment Amount”) will be $1,590,000 and will be repaid in 20 weekly installments of $79,500. On August 23, 2023, the April Repayment Amount was restructured in connection with the August Loan Agreement, as defined below. On May 30, 2023, the Company entered into a Business Loan and Security Agreement (the “May Loan Agreement”) with a commercial funding source (the “May Lender”), pursuant to which the Company obtained a loan from the Lender in the principal amount of $2,000,000, which includes origination fees of $100,000 (the “May Loan”). Pursuant to the May Loan Agreement, the Company granted the May Lender a continuing secondary security interest in; (i) any and all amounts owed to the Company now or in the future from any merchant processor processing charges made by customers of the Company via credit card or debit card transactions, and (ii) all other tangible and intangible property. The total amount of interest and fees payable by the Company to the Lender under the Loan will be $2,880,000 and will be repaid in 28 weekly installments of $102,857. As of September 30, 2023, there was a remaining principal balance of $1,041,722 on the May Loan and an unamortized debt discount of $39,286. Subsequent to the quarter, the May Loan was paid off using the proceeds from another loan. (See Note 12) On July 3, 2023, the Company entered into a Business Loan and Security Agreement (the “July Loan Agreement”) with a commercial funding source (the “July Lender’’), pursuant to which the Company obtained a loan from the Lender in the principal amount of $215,000, which includes origination fees of $10,750 (the “July Loan”). Pursuant to the July Loan Agreement, the Company granted the July Lender a continuing secondary security interest in certain collateral (as defined in the July Loan Agreement). The total amount of interest and fees payable by the Company to the Lender under the Loan (the “July Repayment Amount”) will be (i) $322,285 and will be repaid in 13 weekly installments of $24,500 with a final payment of $3,785 in the fourteenth week. As of September 30, 2023, the note was fully paid off. On August 23, 2023, the July Repayment Amount was restructured in connection with the August Loan Agreement, as defined below. On August 23, 2023, the Company entered into a Business Loan and Security Agreement (the “August Loan Agreement”) with a commercial funding source (the “August Lender’’), pursuant to which the Company obtained a loan from the Lender in the principal amount of $1,400,000, which includes origination fees of $70,000 (the “August Loan”). Pursuant to the August Loan Agreement, the Company granted the August Lender a continuing secondary security interest in certain collateral (as defined in the August Loan Agreement). The total amount of interest and fees payable by the Company to the Lender under the Loan (the “Repayment Amount”) will be (i) $2,079,000 and will be repaid in 21 weekly installments of $99,000. As of September 30, 2023, there was a remaining principal balance of $1,160,962 on the August Loan and an unamortized debt discount of $53,333. Subsequent to the quarter, the August Loan was paid off using the proceeds from another loan. (See Note 12) Securities Purchase Agreement On July 3, 2023, the Company entered into a Securities Purchase Agreement (the “First Tranche Securities Purchase Agreement”) with an accredited investor pursuant to which the Company issued and sold a secured promissory note in the principal amount of $375,000 (the “First Tranche Note”) resulting in gross proceeds to the Company of $250,000. In connection with the issuance of the First Tranche Note, the Company issued 3,907 shares of its common stock (the “First Tranche Commitment Shares”) as a commitment fee to the investor. Pursuant to the First Tranche Securities Purchase Agreement, the Company was obligated to and obtained approval of its shareholders (“First Tranche Shareholder Approval”) with respect to the issuance of any securities in connection with the First Tranche Securities Purchase Agreement and the First Tranche Note in excess of 19.99% of the Company’s issued and outstanding shares on the closing date, which was equal to 33,792 shares of the Company’s common stock. The company recognized a total debt discount of $164,775 on the Note from the issuance of stock and original issuance discount. The First Tranche Note has a maturity date of December 31, 2023, and is convertible following First Tranche Shareholder Approval and the occurrence of an Event of Default (as defined in the July Note) at a conversion price of $18.00 per share. In connection with the First Tranche Securities Purchase Agreement and the issuance of the First Tranche Note, the Company and certain of its subsidiaries also entered into a Security Agreement with the investor (the “First Tranche Security Agreement”) pursuant to which it granted the investor a security interest in certain Collateral (as defined in the First Tranche Security Agreement) to secure its obligations under the First Tranche Note. In addition, the Company entered into a registration rights agreement with the investor pursuant to which the Company agreed to prepare and file with the U.S. Securities and Exchange Commission a registration statement covering the resale of the First Tranche Commitment Shares and any shares of the Company’s common stock issuable upon conversion of the First Tranche Note within 120 days of the closing date and to have such registration statement declared effective within 150 days of the closing date. As of September 30, 2023, the First Tranche Note was fully paid off. On July 24, 2023, the Company entered into a Securities Purchase Agreement (the “Second Tranche Securities Purchase Agreement”) with an accredited investor pursuant to which the Company issued and sold a secured promissory note in the principal amount of $2,625,000 (the “Second Tranche Note”) resulting in gross proceeds to the Company of $1,750,000. In connection with the issuance of the Second Tranche Note, the Company agreed to issue a total of 27,344 shares of its common stock (the “Second Tranche Commitment Shares”) as a commitment fee to the investor. At the request of the investor, the Company issued 17,278 Second Tranche Commitment Shares and will issue the remaining 10,066 Second Tranche Commitment Shares within 120 days, subject to the investor’s discretion. Pursuant to the Second Tranche Securities Purchase Agreement, the Company was obligated to and obtained approval of its shareholders (“Second Tranche Shareholder Approval”) with respect to the issuance of any securities in connection with the Second Tranche Securities Purchase Agreement and the Second Tranche Note in excess of 19.99% of the Company’s issued and outstanding shares on the closing date, which was equal to 38,026 shares of the Company’s common stock. The company recognized a total debt discount of $1.1 million on the Second Tranche Note from the issuance of stock and original issuance discount. The Note has a maturity date of December 31, 2023 and is convertible following Second Tranche Shareholder Approval and the occurrence of an Event of Default (as defined in the Second Tranche Note) at a conversion price of $15.60 per share. In connection with the Second Tranche Securities Purchase Agreement and the issuance of the Second Tranche Note, the Company and certain of its subsidiaries also entered into a Security Agreement with the investor (the “Second Tranche Security Agreement”) pursuant to which it granted the investor a security interest in certain Collateral (as defined in the Second Tranche Security Agreement) to secure its obligations under the Second Tranche Note. In addition, the Company entered into a registration rights agreement with the investor pursuant to which the Company agreed to prepare and file with the U.S. Securities and Exchange Commission a registration statement covering the resale of the Second Tranche Commitment Shares and any shares of the Company’s common stock issuable upon conversion of the Second Tranche Note within 90 days of the closing date and to have such registration statement declared effective within 120 days of the closing date. As of September 30, 2023, there was $2,625,000 in outstanding principal on the Second Tranche Note, unamortized debt discount of $640,395, and accrued interest of $88,027. | NOTE 8 – NOTES PAYABLE On May 27, 2022, the Company entered into an agreement for the purchase and sale of future receipts (the “Future Receipts Agreement”) with a commercial funding source pursuant to which the Company agreed to sell to the funder certain future trade receipts in the aggregate amount of $792,000 (the “Future Receipts Purchased Amount” for gross proceeds to the Company of $550,000, less origination fees of $16,500 and professional service fees of $13,500. Pursuant to the Future Receipts Agreement, the Company granted the funder a security interest in all of the Company’s present and future accounts receivable in an amount not to exceed the Future Receipts Purchased Amount. The Purchased Amount shall be repaid by the Company in 28 weekly installments of approximately $28,000 with the final payment due on December 7, 2022. On September 30, 2022, the principal balance and accrued interest was paid off in full. On August 31, 2022, the Company entered into an Agreement for the Purchase and Sale of Future Receipts (the “Agreement”) with a commercial funding source pursuant to which the Company agreed to sell to the funder certain future trade receipts in the aggregate amount $288,000 (the “Purchased Amount”) for gross proceeds to the Company of $200,000, less origination fees of $20,000. Pursuant to the Agreement, the Company granted the funder a security interest in all of the Company’s present and future accounts receivable in an amount not to exceed the Purchased Amount. The Purchased Amount shall be repaid by the Company in 20 weekly installments of approximately $14,400 with the final payment due on January 18, 2023. In connection with the Agreement, the Company also issued a warrant to purchase 667 shares of the Company’s common stock with an exercise price of $300.00 and an expiration of five years from the issuance date. On September 30, 2022, the principal balance and accrued interest was paid off in full. Convertible Note Financing: On August 4, 2022, the Company entered into a Securities Purchase Agreement (the “SPA”) with certain accredited investors to purchase $1,277,778 in principal amount 10% Senior Secured Promissory Notes (the “August 2022 Notes”), resulting in gross proceeds to the Company of $1,150,000, exclusive of placement agent commission and fees and other offering expenses. In connection therewith, the Company issued, 639 shares of common stock as commitment fees and warrants (the “August 2022 Warrants”) to purchase up to 2,713 shares of the Company’s common stock. On August 11, 2022, the Company entered into a SPA with certain accredited investors to purchase $555,556 in principal amount of August 2022 Notes, resulting in gross proceeds to the Company of $500,000. In connection therewith, the Company issued 278 shares of common stock as commitment fees and August 2022 Warrants to purchase up to 1,180 shares of the Company’s common stock. The August 2022 Notes have a maturity date of twelve (12) months from the date of issuance and are convertible at the option of the Investor at any time prior to maturity in shares of Common Stock (the “Conversion Shares”) at an initial conversion price of $471.20 per share, subject to adjustments. The August 2022 Warrants are exercisable for a period of five (5) years from the period commencing on the commencement date (as defined in the August 2022 Warrant) and ending on 5:00 p.m. eastern standard time on the date that is five (5) years after the date of issuance, at an initial exercise price of $471.20, subject to adjustment provided therein (including cashless exercise). These warrants were valued using a Black-Scholes Model and the resulting relative fair value was recorded as a debt discount. On August 25, 2022, the Company entered into a First Amendment and Waiver with the holders of the August 2022 Warrants, pursuant to which the exercise price of the August 2022 Warrants was reduced to $300.00 per share and the August 2022 Warrants were modified such that they are not exercisable unless and until the Company obtains stockholder approval of the issuance of any shares of common stock upon exercise of the August 2022 Warrants. On September 16, 2022, the exercise price of the August 2022 Warrants was further adjusted to $240.00 per share. These warrants were valued using a Black-Scholes Model and the resulting valuation was recorded as an implied dividend. Convertible Note Financing Follow On: On September 12, 2022, the Company entered into a SPA with a certain accredited investor to purchase $555,555 in principal amount of August 2022 Notes, resulting in gross proceeds to the Company of $500,000. In connection therewith, the Company issued 278 shares of common stock as commitment fees and warrants (the “August 2022 Follow On Warrants”) to purchase up to 1,852 shares of the Company’s common stock. The August 2022 Follow On Warrants are exercisable for a period of five (5) years from the period commencing on the commencement date (as defined in the August 2022 Follow On Warrant) and ending on 5:00 p.m. eastern standard time on the date that is five (5) years after the date of issuance, at an initial exercise price of $300.00, subject to adjustments. These warrants were valued using a Black-Scholes Model and the resulting relative fair value was recorded as a debt discount. On September 16, 2022, the exercise price of the August 2022 Follow On Warrants was adjusted to $240.00 per share. These warrants were valued using a Black-Scholes Model and the resulting valuation was recorded as an implied dividend. As of December 31, 2022, the principal balance of $2,388,888, a prepayment penalty of $238,889 and all accrued interest of $119,444 relating to the August 2022 Notes was paid off in full. |
Leases
Leases | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Leases [Abstract] | ||
LEASES | NOTE 8 – LEASES Our lease agreements generally do not provide an implicit borrowing rate; therefore, an internal incremental borrowing rate is determined based on information available at lease commencement date for purposes of determining the present value of lease payments. We used the incremental borrowing rate on September 30, 2023 and December 31, 2022 for all leases that commenced prior to that date. In determining this rate, which is used to determine the present value of future lease payments, we estimate the rate of interest we would pay on a collateralized basis, with similar payment terms as the lease and in a similar economic environment. Our corporate headquarters is located in Richmond, Virginia, where we lease approximately 25,000 square feet. The lease expires in August 2026, subject to extension. We also lease approximately 5,810 square feet of laboratory and office space in Mountain View, California. The lease expires in August 2024, subject to extension. Additionally, we lease approximately 3,150 square feet of office space in Melville, New York. The lease expires in December 2024, subject to extension. As of September 30, 2023, the Company is in arrears on certain lease payments in the aggregate amount of approximately $300,000. Lease Costs Nine Months Nine Months Components of total lease costs: Operating lease expense $ 963,213 $ 988,381 Total lease costs $ 963,213 $ 988,381 Lease Positions as of September 30, 2023 and December 31, 2022 ROU lease assets and lease liabilities for our operating leases are recorded on the balance sheet as follows: September 30, December 31, Assets Right of use asset – long term $ 2,454,886 $ 3,160,457 Total right of use asset $ 2,454,886 $ 3,160,457 Liabilities Operating lease liabilities – short term $ 1,081,377 $ 1,086,658 Operating lease liabilities – long term 1,203,876 1,885,218 Total lease liability $ 2,285,253 $ 2,971,876 Lease Terms and Discount Rate as of September 30, 2023 Weighted average remaining lease term (in years) – operating leases 2.29 Weighted average discount rate – operating leases 8.00 % Maturities of leases are as follows: Nine Months Ended September 30, 2023 2023 (remaining) $ 285,991 2024 1,004,982 2025 710,546 2026 423,930 Total lease payments $ 2,425,449 Less imputed interest (140,194 ) Less current portion (1,081,377 ) Total maturities, due beyond one year $ 1,203,876 | NOTE 9 – LEASES Our lease agreements generally do not provide an implicit borrowing rate; therefore, an internal incremental borrowing rate is determined based on information available at lease commencement date for purposes of determining the present value of lease payments. We used the incremental borrowing rate on December 31, 2022 and December 31, 2021 for all leases that commenced prior to that date. In determining this rate, which is used to determine the present value of future lease payments, we estimate the rate of interest we would pay on a collateralized basis, with similar payment terms as the lease and in a similar economic environment. Our corporate headquarters is located in Richmond, Virginia, where we lease approximately 25,000 square feet. The lease expires in August 2026, subject to extension. We also lease approximately 5,810 square feet of laboratory and office space in Mountain View, California. The lease expires in August 2024, subject to extension. Additionally, we lease approximately 3,150 square feet of office space in Melville, New York. The lease expires in December 2024, subject to extension. Subsequent to December 31, 2022 the Company is in arrears on certain lease payments. Lease Costs Year Year Components of total lease costs: Operating lease expense $ 1,396,875 $ 819,587 Total lease costs $ 1,396,875 $ 819,587 Lease Positions as of December 31, 2022 and December 31, 2021 ROU lease assets and lease liabilities for our operating leases are recorded on the balance sheet as follows: December 31, December 31, Assets Right of use asset – long term $ 3,160,457 $ 4,097,117 Total right of use asset $ 3,160,457 $ 4,097,117 Liabilities Operating lease liabilities – short term $ 1,086,658 $ 1,145,126 Operating lease liabilities – long term 1,885,218 2,765,933 Total lease liability $ 2,971,876 $ 3,911,059 Lease Terms and Discount Rate as of December 31, 2022 Weighted average remaining lease term (in years) – operating leases 2.70 Weighted average discount rate – operating leases 8.00 % Maturities of leases are as follows: Year Ended December 31, 2022 2023 $ 1,129,853 2024 1,004,982 2025 710,546 2026 423,930 2027 - Thereafter - Total lease payments $ 3,269,311 Less imputed interest (297,436 ) Less current portion (1,086,657 ) Total maturities, due beyond one year $ 1,885,218 |
Commitments & Contingencies
Commitments & Contingencies | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Commitments & Contingencies [Abstract] | ||
COMMITMENTS & CONTINGENCIES | NOTE 9 – COMMITMENTS & CONTINGENCIES License Agreement with Loma Linda University On March 8, 2018, we entered into an Assignment Agreement (the “Assignment Agreement”) with Sekris Biomedical, Inc. (“Sekris”). Sekris was a party to a License Agreement with Loma Linda University (“LLU”), entered into and made effective on May 25, 2011, and amended on June 24, 2011, July 16, 2012, and December 27, 2012 (the “Original Agreement,” and together with the Assignment Agreement, the “Sekris Agreements”). Pursuant to the Assignment Agreement, Sekris transferred and assigned all of its rights and obligations in and to liabilities under the Original Agreement, of whatever kind or nature, to us. In exchange, on March 8, 2018, we issued a warrant to Sekris to purchase up to 10,000 shares of our common stock (the “Sekris Warrant”). The warrant was immediately exercisable and had an exercise price of $200.00 per share. The expiration date of the warrant was March 8, 2023. On March 15, 2018, as amended on July 1, 2020, we entered into a license agreement directly with Loma Linda University (the “LLU License Agreement”), which amends and restates the Sekris Agreements. Pursuant to the LLU License Agreement, we obtained the exclusive royalty-bearing worldwide license in and to all intellectual property, including patents, technical information, trade secrets, proprietary rights, technology, know-how, data, formulas, drawings, and specifications, owned or controlled by LLU and/or any of its affiliates (the “LLU Patent and Technology Rights”) and related to therapy for immune-mediated inflammatory diseases (the ADI™ technology). In consideration for the LLU License Agreement, we issued 500 shares of common stock to LLU. Pursuant to the LLU License Agreement, we are required to pay an annual license fee to LLU. Also, we paid LLU $455,000 in July 2020 for outstanding milestone payments and license fees. We are also required to pay to LLU milestone payments in connection with certain development milestones. Specifically, we are required to make the following milestone payments: $175,000 on March 31, 2022; $100,000 on March 31, 2024; $500,000 on March 31, 2026; and $500,000 on March 31, 2027. Additionally, as consideration for prior expenses incurred by LLU to prosecute, maintain and defend the LLU Patent and Technology Rights, we made the following payments to LLU: $70,000 due at the end of December 2018, and a final payment of $60,000 due at the end of March 2019. We are required to defend the LLU Patent and Technology Rights during the term of the LLU License Agreement. Additionally, we will owe royalty payments of (i) 1.5% of Net Product Sales and Net Service Sales on any Licensed Products (defined as any finished pharmaceutical products which utilizes the LLU Patent and Technology Rights in its development, manufacture or supply), and (ii) 0.75% of Net Product Sales and Net Service Sales for Licensed Products and Licensed Services not covered by a valid patent claim for technology rights and know-how for a three (3) year period beyond the expiration of all valid patent claims. We also are required to produce a written progress report to LLU, discussing our development and commercialization efforts, within 45 days following the end of each year. All intellectual property rights in and to LLU Patent and Technology Rights shall remain with LLU (other than improvements developed by or on our behalf). The LLU License Agreement shall terminate on the last day that a patent granted to us by LLU is valid and enforceable or the day that the last patent application licensed to us is abandoned. The LLU License Agreement may be terminated by mutual agreement or by us upon 90 days written notice to LLU. LLU may terminate the LLU License Agreement in the event of (i) non-payments or late payments of royalty, milestone and license maintenance fees not cured within 90 days after delivery of written notice by LLU, (ii) a breach of any non-payment provision (including the provision that requires us to meet certain deadlines for milestone events (each, a “Milestone Deadline”)) not cured within 90 days after delivery of written notice by LLU and (iii) LLU delivers notice to us of three or more actual breaches of the LLU License Agreement by us in any 12-month period. Additional Milestone Deadlines include: (i) submission of an IND/clinical trial application to initiate first-in-human clinical trials on or before March 31, 2022, which was extended to March 31, 2023 due to the payment of a $100,000 extension fee paid in March 2022. The Company plans to exercise its right to request the option to extend this milestone as it continues its ongoing clinical trial programs planned by its subsidiary, Adimune, (ii) the completion of first-in-human (phase I/II) clinical trials by March 31, 2024, (iii) the completion of Phase III clinical trials by March 31, 2026 and (iv) biologic licensing approval by the FDA by March 31, 2027. License Agreement with Leland Stanford Junior University On February 3, 2020, we entered into an exclusive license agreement (the “February 2020 License Agreement”) with Leland Stanford Junior University (“Stanford”) with regard to a patent concerning a method for detection and measurement of specific cellular responses. Pursuant to the February 2020 License Agreement, other than as described below, we received an exclusive worldwide license to Stanford’s patent with regard to use, import, offer, and sale of Licensed Products (as defined in the agreement). The license to the patented technology is exclusive, including the right to sublicense, beginning on the effective date of the agreement and ending when the patent expires. Under the exclusivity agreement, we acknowledged that Stanford had already granted a non-exclusive license in the Nonexclusive Field of Use, under the Licensed Patents in the Licensed Field of Use in the Licensed Territory (as those terms are defined in the February 2020 License Agreement”). However, Stanford agreed to not grant further licenses under the Licensed Patents in the Licensed Field of Use in the Licensed Territory. On December 29, 2021, we entered into an amendment to the February 2020 License Agreement which extended our exclusive right to license the technology deployed in AditxtScore TM We were obligated to pay and paid a fee of $25,000 to Stanford within 60 days of February 3, 2020. We also issued 375 shares of the Company’s common stock to Stanford. An annual licensing maintenance fee is payable by us on the first anniversary of the February 2020 License Agreement in the amount of $40,000 for 2021 through 2024 and $60,000 starting in 2025 until the license expires upon the expiration of the patent. The Company is required to pay and has paid $25,000 for the issuances of certain patents. The Company will pay milestone fees of $50,000 on the first commercial sales of a licensed product and $25,000 at the beginning of any clinical study for regulatory clearance of an in vitro diagnostic product developed and a potential licensed product. We were also required to: (i) provide a listing of the management team or a schedule for the recruitment of key management positions by March 31, 2020 (which has been completed), (ii) provide a business plan covering projected product development, markets and sales forecasts, manufacturing and operations, and financial forecasts until at least $10,000,000 in revenue by June 30, 2020 (which has been completed), (iii) conduct validation studies by September 30, 2020 (which has been completed), (iv) hold a pre-submission meeting with the FDA by September 30, 2020 (which has been completed), (v) submit a 510(k) application to the FDA, Emergency Use Authorization (“EUA”), or a Laboratory Developed Test (“LDT”) by March 31, 2021, (which has been completed), (vi) develop a prototype assay for human profiling by December 31, 2021 (which has been completed), (vii) execute at least one partnership for use of the technology for transplant, autoimmunity, or infectious disease purposes by March 31, 2022 (which has been completed), and (viii) will provide further development and commercialization milestones for specific fields of use in writing by December 31, 2022 (which has been completed). In addition to the annual license maintenance fees outlined above, we are obligated pay Stanford royalties on Net Sales (as such term is defined in the February 2020 License Agreement) during the of the term of the agreement as follows: 4% when Net Sales are below or equal to $5 million annually or 6% when Net Sales are above $5 million annually. The February 2020 License Agreement may be terminated upon our election on at least 30 days advance notice to Stanford, or by Stanford if we: (i) are delinquent on any report or payment; (ii) are not diligently developing and commercializing Licensed Product; (iii) miss certain performance milestones; (iv) are in breach of any provision of the February 2020 License Agreement; or (v) provide any false report to Stanford. Should any events in the preceding sentence occur, we have a thirty (30) day cure period to remedy such violation. Asset Purchase Agreement On April 18, 2023, the Company entered into an Asset Purchase Agreement (the “Asset Purchase Agreement”) with Cellvera Global Holdings LLC (“Cellvera Global”), Cellvera Holdings Ltd. (“BVI Holdco”), Cellvera, Ltd. (“Cellvera Ltd.”), Cellvera Development LLC (“Cellvera Development” and together with Cellvera Global, BVI Holdco, Cellvera Ltd. and Cellvera Development (the “Sellers”), AiPharma Group Ltd. (“Seller Owner” and collectively with the Sellers, “Cellvera”), and the legal representative of Cellvera, pursuant to which, the Company will purchase Cellvera’s 50% ownership interest in G Response Aid FZE (“GRA”), certain other intellectual property and all goodwill related thereto (the “Acquired Assets”). Unless expressly stated otherwise herein, capitalized terms used but not defined herein have the meanings ascribed to them in the Asset Purchase Agreement. Pursuant to the Asset Purchase Agreement, the consideration for the Acquired Assets consists of (A) $24.5 million, comprised of: (i) the forgiveness of the Company’s $14.5 million loan to Cellvera Global, and (ii) approximately $10 million in cash, and (B) future revenue sharing payments for a term of seven years. GRA holds an exclusive, worldwide license for the antiviral medication, Avigan® 200mg, excluding Japan, China and Russia. The other 50% interest in GRA is held by Agility, Inc. (“Agility”). Additionally, upon the closing, the Share Exchange Agreement previously entered into as of December 28, 2021, between Cellvera Global Holdings, LLC f/k/a AiPharma Global Holdings, LLC (together with other affiliates and subsidiaries) and the Company, and all other related agreements will be terminated. The obligations of the Company to consummate the closing are subject to the satisfaction or waiver, at or prior to the Closing of certain conditions, including but not limited to, the following: (i) Satisfactory completion of due diligence; (ii) Completion by the Company of financing sufficient to consummate the transactions contemplated by the Asset Purchase Agreement; (iii) Receipt by the Company of all required Consents from Governmental Bodies for the Acquisition, including but not limited to, any consents required to complete the transfer and assignment of Cellvera’s membership interests in GRA; (iv) Receipt of executed payoff letters reflecting the amount required to be fully pay all of each of Seller’s and Seller Owner’s Debt to be paid at Closing; (v) Receipt by the Company of a release from Agility; (iv) Execution of an agreement acceptable to the Company with respect to the acquisition by the Company of certain intellectual property presently held by a third party; (v) Execution of an amendment to an asset purchase agreement previously entered into by Cellvera with a third party that effectively grants the Company the rights to acquire the intellectual property from the third party under such agreement; (vi) Receipt of a fairness opinion by the Company with respect to the transactions contemplated by the Asset Purchase Agreement; and (vii) Receipt by the Company from the Seller Owner of written consent, whether through its official liquidator or the Board of Directors of Seller Owner, to the sale and purchase of the Acquired Assets and Assumed Liabilities pursuant to the Assert Purchase Agreement. Off Balance Sheet Arrangements From time to time the Company enters into short term research and development contracts. These contracts have payment provisions which require payment once regulatory and completion milestones are met. As of September 30, 2023, the Company has approximately $1.8 million outstanding, subject to these milestones. Departure of Officer On July 21, 2023, Matthew Shatzkes tendered his resignation as Chief Legal Officer, General Counsel and Corporate Secretary of the Company. In connection with his resignation, the Company entered into a Separation Agreement and General Release (the “Separation Agreement”) with Mr. Shatzkes. Pursuant to the Separation Agreement, Mr. Shatzkes’ employment with the Company terminated on August 4, 2023 (the “Termination Date”). In addition, the Company agreed to pay Mr. Shatzkes’ within seven days after the Termination Date: (i) $122,292, representing all accrued salary and wages (inclusive of Base Compensation and earned Subsequent Quarterly Bonus amounts, as those terms are defined in Mr. Shatzkes’ employment agreement), and (ii) $32,576, representing Mr. Shatzkes accrued, but unused paid time off (collectively, the “Initial Payment”). The Company also agreed to pay Mr. Shatzkes: (i) $385,000, representing 12 months of Mr. Shatzkes’ Base Compensation (as that term is defined in Mr. Shatzkes employment agreement), and (ii) $290,000, representing Mr. Shatzkes Subsequent Year Minimum Bonus (as such term is defined in Mr. Shatzkes employment agreement), on the 60 th Contingent Liability On September 7, 2023, the Company received a demand letter from the holder of certain warrants issued by the Company in April 2023. The demand letter alleges that the investor suffered more than $2 million in damages as a result of the Company failing to register the shares of common of the Company’s common stock underlying the warrants as required under the securities purchase agreement. The Company denies the amount of the liability claimed by the investor and intends to defend itself vigorously against any such claims. The Company is engaged in ongoing discussions with the investor and, as a result, has accrued a loss of $1.6 million relating to the potential liability. Letter of Intent Termination On August 1, 2023, the Company and Natural State Genomics and Natural State Laboratories mutually agreed to terminate the Amended and Restated Non-Binding Letter of Intent dated June 12, 2023. | NOTE 10 – COMMITMENTS & CONTIGENCIES License Agreement with Loma Linda University On March 15, 2018, as amended on July 1, 2020, we entered into a LLU License Agreement directly with Loma Linda University. Pursuant to the LLU License Agreement, we obtained the exclusive royalty-bearing worldwide license in and to all intellectual property, including patents, technical information, trade secrets, proprietary rights, technology, know-how, data, formulas, drawings, and specifications, owned or controlled by LLU and/or any of its affiliates (the “LLU Patent and Technology Rights”) and related to therapy for immune-mediated inflammatory diseases (the ADI™ technology). In consideration for the LLU License Agreement, we issued 13 shares of common stock to LLU. Pursuant to the LLU License Agreement, we are required to pay an annual license fee to LLU. Also, we paid LLU $455,000 in July 2020 for outstanding milestone payments and license fees. We are also required to pay to LLU milestone payments in connection with certain development milestones. Specifically, we are required to make the following milestone payments to LLU: $175,000 on March 31, 2022; $100,000 on March 31, 2024; $500,000 on March 31, 2026; and $500,000 on March 31, 2027. In lieu of the $175,000 milestone payment due on March 31, 2022, the Company paid LLU an extension fee of $100,000. Upon payment of this extension fee, an additional year will be added for the March 31, 2022 milestone. Additionally, as consideration for prior expenses incurred by LLU to prosecute, maintain and defend the LLU Patent and Technology Rights, we made the following payments to LLU: $70,000 at the end of December 2018, and a final payment of $60,000 at the end of March 2019. We are required to defend the LLU Patent and Technology Rights during the term of the LLU License Agreement. Additionally, we will owe royalty payments of (i) 1.5% of Net Product Sales (as such terms are defined under the LLU License Agreement) and Net Service Sales on any Licensed Products (defined as any finished pharmaceutical products which utilizes the LLU Patent and Technology Rights in its development, manufacture or supply), and (ii) 0.75% of Net Product Sales and Net Service Sales for Licensed Products and Licensed Services (as such terms are defined under the LLU License Agreement) not covered by a valid patent claim for technology rights and know-how for a three (3) year period beyond the expiration of all valid patent claims. We also are required to produce a written progress report to LLU, discussing our development and commercialization efforts, within 45 days following the end of each year. All intellectual property rights in and to LLU Patent and Technology Rights shall remain with LLU (other than improvements developed by or on our behalf). The LLU License Agreement shall terminate on the last day that a patent granted to us by LLU is valid and enforceable or the day that the last patent application licensed to us is abandoned. The LLU License Agreement may be terminated by mutual agreement or by us upon 90 days written notice to LLU. LLU may terminate the LLU License Agreement in the event of (i) non-payments or late payments of royalty, milestone and license maintenance fees not cured within 90 days after delivery of written notice by LLU, (ii) a breach of any non-payment provision (including the provision that requires us to meet certain deadlines for milestone events (each, a “Milestone Deadline”)) not cured within 90 days after delivery of written notice by LLU and (iii) LLU delivers notice to us of three or more actual breaches of the LLU License Agreement by us in any 12-month period. Additional Milestone Deadlines include: (i) the requirement to have regulatory approval of an IND application to initiate first-in-human clinical trials on or before March 31, 2022, which has been extended to March 31, 2023 due to payment of a $100,000 extension fee paid in March 2022, (ii) the completion of first-in-human (phase I/II) clinical trials by March 31, 2024, (iii) the completion of Phase III clinical trials by March 31, 2026 and (iv) biologic licensing approval by the FDA by March 31, 2027. License Agreement with Leland Stanford Junior University On February 3, 2020, we entered into an exclusive license agreement (the “February 2020 License Agreement”) with Stanford regarding a patent concerning a method for detection and measurement of specific cellular responses. Pursuant to the February 2020 License Agreement, we received an exclusive worldwide license to Stanford’s patent regarding use, import, offer, and sale of Licensed Products (as defined in the agreement). The license to the patented technology is exclusive, including the right to sublicense, beginning on the effective date of the agreement, and ending when the patent expires. Under the exclusivity agreement, we acknowledged that Stanford had already granted a non-exclusive license in the Nonexclusive Field of Use, under the Licensed Patents in the Licensed Field of Use in the Licensed Territory (as those terms are defined in the February 2020 License Agreement”). However, Stanford agreed to not grant further licenses under the Licensed Patents in the Licensed Field of Use in the Licensed Territory. On December 29, 2021, we entered into an amendment to the February 2020 License Agreement which extended our exclusive right to license the technology deployed in AditxtScore TM We were obligated to pay and paid a fee of $25,000 to Stanford within 60 days of February 3, 2020. We also issued 10 shares of the Company’s common stock to Stanford. An annual licensing maintenance fee is payable by us on the first anniversary of the February 2020 License Agreement in the amount of $40,000 for 2021 through 2024 and $60,000 starting in 2025 until the license expires upon the expiration of the patent. The Company is required to pay and has paid $25,000 for the issuances of certain patents. The Company will pay milestone fees of $50,000 on the first commercial sales of a licensed product and $25,000 at the beginning of any clinical study for regulatory clearance of an in vitro diagnostic product developed and a potential licensed product. The Company paid a milestone fee for a clinical study for regulatory clearance of an in vitro diagnostic product developed and a potential licensed product of $25,000 in March of 2022. We are also required to: (i) provide a listing of the management team or a schedule for the recruitment of key management positions by March 31, 2020 (which has been completed), (ii) provide a business plan covering projected product development, markets and sales forecasts, manufacturing and operations, and financial forecasts until at least $10,000,000 in revenue by June 30, 2020 (which has been completed), (iii) conduct validation studies by September 30, 2020 (which has been completed), (iv) hold a pre-submission meeting with the FDA by September 30, 2020 (which has been completed), (iv) submit a 510(k) application to the FDA, Emergency Use Authorization (“EUA”), or a Laboratory Developed Test (“LDT”) by March 31, 2021 (which has been completed), (vi) develop a prototype assay for human profiling by December 31, 2021 (which has been completed), (vii) execute at least one partnership for use of the technology for transplant, autoimmunity, or infectious disease purposes by March 31, 2022 (which has been completed) and (viii) provided further development and commercialization milestones for specific fields of use in writing prior to December 31, 2022. In addition to the annual license maintenance fees outlined above, we will pay Stanford royalties on Net Sales (as such term is defined in the February 2020 License Agreement) during the of the term of the agreement as follows: 4% when Net Sales are below or equal to $5 million annually or 6% when Net Sales are above $5 million annually. The February 2020 License Agreement may be terminated upon our election on at least 30 days advance notice to Stanford, or by Stanford if we: (i) are delinquent on any report or payment; (ii) are not diligently developing and commercializing Licensed Product; (iii) miss certain performance milestones; (iv) are in breach of any provision of the February 2020 License Agreement; or (v) provide any false report to Stanford. Should any events in the preceding sentence occur, we have a thirty (30) day cure period to remedy such violation. |
Stockholders_ Equity (Deficit)
Stockholders’ Equity (Deficit) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Stockholders’ Equity [Abstract] | ||
STOCKHOLDERS’ EQUITY (DEFICIT) | NOTE 10 – STOCKHOLDERS’ EQUITY (DEFICIT) Common Stock On May 24, 2021, the Company increased the number of authorized shares of the Company’s common stock, par value $0.001 per share, from 27,000,000 to 100,000,000 (the “Authorized Shares Increase”) by filing a Certificate of Amendment (the “Certificate of Amendment”) to its Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware. In accordance with the General Corporation Law of the State of Delaware, the Authorized Shares Increase and the Certificate of Amendment were approved by the stockholders of the Company at the Company’s Annual Meeting of Stockholders on May 19, 2021. On September 13, 2022, the Company effectuated a 1 for 50 reverse stock split (the “2022 Reverse Split”). The Company’s stock began trading at the 2022 Reverse Split price effective on the Nasdaq Stock Market on September 14, 2022. There was no change to the number of authorized shares of the Company’s common stock. On August 17, 2023, the Company effectuated a 1 for 40 reverse stock split (the “2023 Reverse Split”). The Company’s stock began trading at the 2023 Reverse Split price effective on the Nasdaq Stock Market on August 17, 2023. There was no change to the number of authorized shares of the Company’s common stock. During the nine months ended September 30, 2023, the Company issued 4,675 shares of common stock and recognized expense of $168,300 in stock-based compensation for consulting services. The stock-based compensation for consulting services is calculated by the number shares multiplied by the closing price on the effective date of the contract. During the nine months ended September 30, 2023, 170 Restricted Stock Units (“RSUs”) vested which resulted in the issuance of shares. The Company recognized expense of $308,479 in stock-based compensation related to the RSUs for the nine months ended September 30, 2023. The stock-based compensation for shares issued or RSUs granted during the period were valued based on the fair market value on the date of grant. During the nine months ended September 30, 2023, the Company issued 184,374 shares of common stock for the exercise of prefunded warrants. During the nine months ended September 30, 2022, the Company issued 413 shares of common stock and recognized expense of $253,719 in stock-based compensation for consulting services. The Company also granted 291 RSUs, 379 vested and resulted in the issuance of shares. As a result, the Company recognized expense of $993,462 in stock-based compensation. The stock-based compensation for shares issued or RSU’s granted during the period were valued based on the fair market value on the date of grant. On December 20, 2022, the Company entered into an At The Market Offering Agreement (the “ATM”) with H.C. Wainwright & Co., LLC as agent (the “Agent”), pursuant to which the Company may offer and sell, from time to time through the Agent, shares of the Company’s common stock having an aggregate offering price of up to $50,000,000 (the “Shares”). The offer and sale of the Shares was made pursuant to a shelf registration statement on Form S-3 and the related prospectus (File No. 333-257645) filed by the Company with the SEC on July 2, 2021, amended on July 6, 2021 and declared effective by the SEC on July 13, 2021, under the Securities Act of 1933, as amended. For the nine months ended September 30, 2023, the Company sold 8,466 Shares at an average price of $62.05 per share under the ATM. The sale of Shares generated net proceeds of $507,016 after paying commissions and related fees. On April 20, 2023, the Company entered into an amendment to the ATM, pursuant to which the Company and the Agent agreed to reduce the aggregate gross sales price of the Shares under the ATM from $50,000,000 to zero. Preferred Stock The Company is authorized to issue 3,000,000 shares of preferred stock, par value $0.001 per share. There were no Issuance of Series B Preferred Stock: On July 19, 2022, the Company entered into a Subscription and Investment Representation Agreement with its Chief Executive Officer (the “Purchaser”), pursuant to which the Company agreed to issue and sell one (1) share of the Company’s Series B Preferred Stock (the “Preferred Stock”), par value $0.001 per share, to the Purchaser for $20,000 in cash. On July 19, 2022, the Company filed a certificate of designation (the “Certificate of Designation”) with the Secretary of State of Delaware, effective as of the time of filing, designating the rights, preferences, privileges and restrictions of the share of Preferred Stock. The Certificate of Designation provides that the share of Preferred Stock will have 250,000,000 votes and will vote together with the outstanding shares of the Company’s common stock as a single class exclusively with respect to any proposal to amend the Company’s Restated Certificate of Incorporation to effect a reverse stock split of the Company’s common stock. The Preferred Stock will be voted, without action by the holder, on any such proposal in the same proportion as shares of common stock are voted. The Preferred Stock otherwise has no voting rights except as otherwise required by the General Corporation Law of the State of Delaware. The Preferred Stock is not convertible into, or exchangeable for, shares of any other class or series of stock or other securities of the Company. The Preferred Stock has no rights with respect to any distribution of assets of the Company, including upon a liquidation, bankruptcy, reorganization, merger, acquisition, sale, dissolution or winding up of the Company, whether voluntarily or involuntarily. The holder of the Preferred Stock will not be entitled to receive dividends of any kind. The outstanding share of Preferred Stock shall be redeemed in whole, but not in part, at any time (i) if such redemption is ordered by the Board of Directors in its sole discretion or (ii) automatically upon the effectiveness of the amendment to the Certificate of Incorporation implementing a reverse stock split. Upon such redemption, the holder of the Preferred Stock will receive consideration of $20,000 in cash. On September 13, 2022, the share was redeemed. Redemption of Series B Preferred Stock On October 7, 2022, the Company paid $20,000 in consideration for the one share of Preferred Stock which was redeemed on September 13, 2022. Series C Preferred Stock On July 11, 2023, the Company filed a certificate of designation (the “Certificate of Designation”) with the Secretary of State of Delaware, effective as of the time of filing, designating the rights, preferences, privileges and restrictions of the share of Preferred Stock. The Certificate of Designation provides that the share of Preferred Stock will have 250,000,000 votes and will vote together with the outstanding shares of the Company’s common stock as a single class exclusively with respect to any proposal to amend the Company’s Amended and Restated Certificate of Incorporation to effect a reverse stock split of the Company’s common stock. The Preferred Stock will be voted, without action by the holder, on any such proposal in the same proportion as shares of common stock are voted. The Preferred Stock otherwise has no voting rights except as otherwise required by the General Corporation Law of the State of Delaware. The Preferred Stock is not convertible into, or exchangeable for, shares of any other class or series of stock or other securities of the Company. The Preferred Stock has no rights with respect to any distribution of assets of the Company, including upon a liquidation, bankruptcy, reorganization, merger, acquisition, sale, dissolution or winding up of the Company, whether voluntarily or involuntarily. The holder of the Preferred Stock will not be entitled to receive dividends of any kind. The outstanding share of Preferred Stock shall be redeemed in whole, but not in part, at any time (i) if such redemption is ordered by the Board of Directors in its sole discretion or (ii) automatically upon the effectiveness of the amendment to the Certificate of Incorporation implementing a reverse stock split. Upon such redemption, the holder of the Preferred Stock will receive consideration of $1,000 in cash. As of September 30, 2023, the share has been redeemed and the consideration has not been paid. On July 11, 2023, the Company entered into a Subscription and Investment Representation Agreement (the “Subscription Agreement”) with Amro Albanna, its Chief Executive Officer, who is an accredited investor (the “Purchaser”), pursuant to which the Company agreed to issue and sell one (1) share of the Company’s Series C Preferred Stock, par value $0.001 per share (the “Preferred Stock”), to the Purchaser for $1,000 in cash. The sale closed on July 11, 2023. The Subscription Agreement contains customary representations and warranties and certain indemnification rights and obligations of the parties. Stock-Based Compensation In October 2017, our Board of Directors adopted the Aditx Therapeutics, Inc. 2017 Equity Incentive Plan (the “2017 Plan”). The 2017 Plan provides for the grant of equity awards to directors, employees, and consultants. The Company is authorized to issue up to 2,500,000 shares of our common stock pursuant to awards granted under the 2017 Plan. The 2017 Plan is administered by our Board of Directors, and expires ten years after adoption, unless terminated earlier by the Board of Directors. All shares of our common stock pursuant to awards under the 2017 Plan have been awarded. On February 24, 2021, our Board of Directors adopted the Aditx Therapeutics, Inc. 2021 Omnibus Equity Incentive Plan (the “2021 Plan”). The 2021 Plan provides for grants of nonqualified stock options, incentive stock options, stock appreciation rights, restricted stock and restricted stock units, and other stock-based awards (collectively, the “Awards”). Eligible recipients of Awards include employees, directors or independent contractors of the Company or any affiliate of the Company. The Compensation Committee of the Board of Directors (the “Committee”)administers the 2021 Plan. A total of 60,000 shares of common stock, par value $0.001 per share, of the Company may be issued pursuant to Awards granted under the 2021 Plan. The exercise price per share for the shares to be issued pursuant to an exercise of a stock option will be no less than one hundred percent (100%) of the Fair Market Value (as defined in the 2021 Plan) of a share of Common Stock on the date of grant. The 2021 Plan was submitted and approved by the Company’s stockholders at the 2021 annual meeting of stockholders, held on May 19, 2021. During the three and nine months ended September 30, 2023 and 2022, the Company granted no new options. The following is an analysis of the stock option grant activity under the Plan: Vested and Nonvested Stock Options Number Weighted Weighted Outstanding December 31, 2022 1,127 $ 6,802.93 5.74 Granted - - - Exercised - - - Expired or forfeited - - - Outstanding September 30, 2023 1,127 $ 6,802.93 5.00 Nonvested Stock Options Number Weighted- Nonvested on December 31, 2022 55 $ 3,840 Granted - - Vested (55 ) 3,840 Forfeited - - Nonvested on September 30, 2023 - $ - As of September 30, 2023 there were 1,127 exercisable options; these options had a weighted average exercise price $6,802.93. The Company recognized stock-based compensation expense related to options granted and vesting expense of $59,964 during the three months ended September 30, 2023, of which $24,429 is included in general and administrative expenses and $35,535 is included in research and development expenses in the accompanying statements of operations. The remaining value to be expensed is zero as of September 30, 2023. The weighted average vesting term is zero The Company recognizes option forfeitures as they occur, as there is insufficient historical data to accurately determine future forfeitures rates. Warrants For the nine months ended September 30, 2023, the fair value of each warrant granted was estimated using the assumption and/or factors in the Black-Scholes Model as follows: Exercise price $ 10.00-12.50 Expected dividend yield 0 % Risk free interest rate 4.44 % Expected life in years 5.50 Expected volatility 171 % The risk-free interest rate assumption for warrants granted is based upon observed interest rates on the United States Government Bond Equivalent Yield appropriate for the expected term of warrants. The Company determined the expected volatility assumption for warrants granted using the historical volatility of comparable public companies’ common stock. The Company will continue to monitor peer companies and other relevant factors used to measure expected volatility for future warrant grants, until such time that the Company’s common stock has enough market history to use historical volatility. The dividend yield assumption for warrants granted is based on the Company’s history and expectation of dividend payouts. The Company has never declared nor paid any cash dividends on its common stock, and the Company does not anticipate paying any cash dividends in the foreseeable future. The Company recognizes warrant forfeitures as they occur, as there is insufficient historical data to accurately determine future forfeitures rates. A summary of warrant issuances are as follows: Vested and Nonvested Warrants Number Weighted Weighted Outstanding December 31, 2022 127,281 $ 514.97 4.54 Granted 2,190,367 6.36 5.20 Exercised (184,374 ) 1.35 - Expired or forfeited (392 ) 8,250.00 - Outstanding September 30, 2023 2,132,882 $ 35.22 5.10 On September 1, 2023, the Company recognized a deemed dividend resulting in the issuance of 9,086 warrants, 6,128 of which were immediately exercised. On August 31, 2023, the Company entered into a securities purchase agreement with an institutional investor for the issuance and sale in a private placement of (i) pre-funded warrants (the “August 2023 Pre-Funded Warrants”) to purchase up to 1,000,000 shares of the Company’s common stock, at an exercise price of $0.001 per share, and (ii) warrants to purchase up to 1,000,000 shares of the Company’s Common Stock at an exercise price of $10.00 per share. In addition, the Company issued to the exclusive placement agent on this transaction, Wainwright or its designees, warrants to purchase up to an aggregate of 60,000 shares of Common Stock. The August 2023 Pre-Funded Warrants do not have an expiration date, therefore the August 2023 Pre-Funded Warrants have been excluded from the weighted average remaining life calculation. Nonvested Warrants Number Weighted- Nonvested on December 31, 2022 2,500 $ 300.00 Granted 2,190,367 6.36 Vested (2,192,867 ) 6.70 Forfeited - - Nonvested on September 30, 2023 - $ - The Company recognized stock-based compensation expense related to warrants granted and vesting expense of zero and $660,191 during the nine months ended September 30, 2023 and 2022, respectively, which is included in general and administrative in the accompanying Statements of Operations. The remaining value to be expensed is zero zero On April 20, 2023, the Company entered into a securities purchase agreement (the “Purchase Agreement”) with an institutional investor, pursuant to which the Company agreed to sell to such investor pre-funded warrants (the “Pre-Funded Warrants”) to purchase up to 39,634 shares of common stock of the Company (the “Common Stock”) at a purchase price of $48.76 per Pre-Funded Warrant, resulting in proceeds of approximately $1.6 million after deducting approximately $291,000 in commissions and closing fees. Concurrently with the sale of the Pre-Funded Warrants, pursuant to the Purchase Agreement in a concurrent private placement, for each Pre-Funded Warrant purchased by the investor, such investor received from the Company an unregistered warrant (the “Warrant”) to purchase two shares of Common Stock. The warrants have an exercise price of $34.40 per share and are exercisable for a three year period. In addition, the Company issued a warrant to the placement agent to purchase up to 2,379 shares of common stock at an exercise price of $61.00 per share. On August 31, 2023, the Company entered into a securities purchase agreement (the “August Purchase Agreement”) with an institutional investor for the issuance and sale in a private placement (the “Private Placement”) of (i) pre-funded warrants (the “Pre-Funded Warrants”) to purchase up to 1,000,000 shares of the Company’s common stock at an exercise price of $0.001 per share, and (ii) warrants (the “Common Warrants”) to purchase up to 1,000,000 shares of the Company’s Common Stock at an exercise price of $10.00 per share. 60,000 warrants were also issued to the placement agent. These warrants had an exercise price of $12.50 and a term of 5.5 years. The Common Warrants were valued at $32.3 million and the 60,000 warrants issued to the placement agents were valued at $1.9 million using a Black Scholes valuation model. The Private Placement closed on September 6, 2023. The net proceeds to the Company from the Private Placement were approximately $9 million, after deducting placement agent fees and expenses and estimated offering expenses payable by the Company. The Company intends to use the net proceeds received from the Private Placement for (i) the payment of approximately $3.1 million in outstanding obligations, (ii) the repayment of approximately $0.4 million of outstanding debt, and (iii) the balance for continuing operating expenses and working capital. Restricted Stock Units A summary of Restricted Stock Units (“RSUs”) issuances are as follows: Nonvested RSUs Number Weighted Nonvested December 31, 2022 187 $ 1,856.21 Granted - - Vested (170 ) 2,714.15 Forfeited (35 ) 1,345.77 Rounding for Reverse Split 18 - Nonvested September 30, 2023 - $ - The Company recognized stock-based compensation expense related to RSUs granted and vesting expense of $3 During the nine months ended September 30, 2023, the Company granted a total of zero RSUs. During the nine months ended September 30, 2023, 170 RSUs vested and the Company issued 157 shares of common stock for the 170 vested RSUs. | NOTE 11 – STOCKHOLDERS’ EQUITY Common Stock On May 24, 2021, the Company increased the number of authorized shares of the Company’s common stock, par value $0.001 per share, from 27,000,000 to 100,000,000 (the “Authorized Shares Increase”) by filing a Certificate of Amendment (the “Certificate of Amendment”) to its Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware. In accordance with the General Corporation Law of the State of Delaware, the Authorized Shares Increase and the Certificate of Amendment were approved by the stockholders of the Company at the Company’s Annual Meeting of Stockholders on May 19, 2021. On September 13, 2022, the Company effectuated a 1 for 50 reverse stock split (the “Reverse Split”). The Company’s stock began trading at the Reverse Split price effective on the Nasdaq Stock Market on September 14, 2022. There was no change to the number of authorized shares of the Company’s common stock. During the year ended December 31, 2022, the Company issued 3,707 shares of common stock and recognized expense of $507,558 in stock-based compensation for consulting services, consisting of capital markets and investor relations. The stock-based compensation for consulting services is calculated by the number shares multiplied by the closing price on the effective date of the contract. The Company also granted 292 Restricted Stock Units and, 463 Restricted Stock Units vested which resulted in the issuance of shares. As a result, the Company recognized expense of $1,209,906 in stock-based compensation. The stock-based compensation for shares issued or RSU’s granted during the period were valued based on the fair market value on the date of grant. The Company issued 1,457 shares in relation to the issuance of notes (See Note 8). The Company issued 30,609 shares of common stock as part of the September 2022 Offering (See Note 1). The Company also issued 44,173 shares of common stock as a result of the exercise of prefunded warrants from the September 2022 Offering (See Note 1). The Company issued 4,486 shares of common stock from the exercise of warrant, modification of warrant, and the issuance of warrant. The Company issued 231 shares of common stock for the settlement of accounts payable. During the year ended December 31, 2021, the Company issued 51 shares of common stock and recognized expense of $254,242 in stock-based compensation for consulting services. The Company also issued 41 shares of common stock to Stanford University and two employees and recognized expense of $64,875 relating to the agreement with Stanford University. The Company also issued 4,747 shares of common stock upon the exercise of warrants and received $3,727,285 in cash proceeds. The Company granted 233 Restricted Stock Awards, as a result the Company recognized expense of $1,443,700 in stock-based compensation. The Company granted 13 Restricted Stock Awards of which 13 vested, as a result, the Company recognized expense of $17,000 in stock-based compensation for consulting services. The Company also granted 912 Restricted Stock Units, of which 414 vested and resulted in the issuance of shares, as a result, the Company recognized expense of $1,843,902 in stock-based compensation. (See Note 7) The Company issued 2,402 shares of common stock for the conversion of a convertible note. (See Note 9) The Company issued 2,292 shares of common stock as part of the August 2021 Offering. The Company issued 1,417 shares of common stock as part of the October 2021 Offering. The Company issued 4,124 shares of common stock as part of the December 2021 Offering. The stock-based compensation for shares issued or RSU’s granted during the period, were valued based on the fair market value on the date of grant. Preferred Stock The Company is authorized to issue 3,000,000 shares of preferred stock, par value $0.001 per share. There were no shares of preferred stock outstanding as of December 31, 2022 and December 31, 2021, respectively. Issuance of Series B Preferred Stock: On July 19, 2022, the Company entered into a Subscription and Investment Representation Agreement with its Chief Executive Officer (the “Purchaser”), pursuant to which the Company agreed to issue and sell one (1) share of the Company’s Series B Preferred Stock (the “Preferred Stock”), par value $0.001 per share, to the Purchaser for $20,000 in cash. On July 19, 2022, the Company filed a certificate of designation (the “Certificate of Designation”) with the Secretary of State of Delaware, effective as of the time of filing, designating the rights, preferences, privileges and restrictions of the share of Preferred Stock. The Certificate of Designation provides that the share of Preferred Stock will have 250,000,000 votes and will vote together with the outstanding shares of the Company’s common stock as a single class exclusively with respect to any proposal to amend the Company’s Restated Certificate of Incorporation to effect a reverse stock split of the Company’s common stock. The Preferred Stock will be voted, without action by the holder, on any such proposal in the same proportion as shares of common stock are voted. The Preferred Stock otherwise has no voting rights except as otherwise required by the General Corporation Law of the State of Delaware. The Preferred Stock is not convertible into, or exchangeable for, shares of any other class or series of stock or other securities of the Company. The Preferred Stock has no rights with respect to any distribution of assets of the Company, including upon a liquidation, bankruptcy, reorganization, merger, acquisition, sale, dissolution or winding up of the Company, whether voluntarily or involuntarily. The holder of the Preferred Stock will not be entitled to receive dividends of any kind. The outstanding share of Preferred Stock shall be redeemed in whole, but not in part, at any time (i) if such redemption is ordered by the Board of Directors in its sole discretion or (ii) automatically upon the effectiveness of the amendment to the Certificate of Incorporation implementing a reverse stock split. Upon such redemption, the holder of the Preferred Stock will receive consideration of $20,000 in cash. On September 13, 2022, the share was redeemed. Redemption of Series B Preferred Stock On October 7, 2022, the Company paid $20,000 in consideration for the one share of Preferred Stock which was redeemed on September 13, 2022. Stock-Based Compensation In October 2017, our Board of Directors adopted the Aditx Therapeutics, Inc. 2017 Equity Incentive Plan (the “2017 Plan”). The 2017 Plan provides for the grant of equity awards to directors, employees, and consultants. The Company is authorized to issue up to 1,250 shares of our common stock pursuant to awards granted under the 2017 Plan. The 2017 Plan is administered by our Board of Directors, and expires ten years after adoption, unless terminated earlier by the Board of Directors. All shares of our common stock pursuant to awards under the 2017 Plan have been awarded. On February 24, 2021, our Board of Directors adopted the Aditx Therapeutics, Inc. 2021 Omnibus Equity Incentive Plan (the “2021 Plan”). The 2021 Plan provides for grants of nonqualified stock options, incentive stock options, stock appreciation rights, restricted stock and restricted stock units, and other stock-based awards (collectively, the “Awards”). Eligible recipients of Awards include employees, directors or independent contractors of the Company or any affiliate of the Company. The Compensation Committee of the Board of Directors (the “Committee”) will administer the 2021 Plan. A total of 60,000 shares of common stock, par value $0.001 per share, of the Company may be issued pursuant to Awards granted under the 2021 Plan. The exercise price per share for the shares to be issued pursuant to an exercise of a stock option will be no less than one hundred percent (100%) of the Fair Market Value (as defined in the 2021 Plan) of a share of Common Stock on the date of grant. The 2021 Plan was submitted and approved by the Company’s stockholders at the 2021 annual meeting of stockholders, held on May 19, 2021. During the year ended December 31, 2022, the Company granted no new options. During the year ended December 31, 2021, the Company granted 47 stock option grants, with a weighted average grant date fair value $335.60. The fair value of each option granted was estimated using the assumption and/or factors in the Black-Scholes Model. The following is an analysis of the stock option grant activity under the Plan: Vested and Nonvested Stock Options Number Weighted Weighted Outstanding December 31, 2021 1,127 $ 6,802.93 6.74 Granted - - - Exercised - - - Expired or forfeited - - - Outstanding December 31, 2022 1,127 $ 6,802.93 5.74 Nonvested Stock Options Number Weighted- Nonvested on December 31, 2021 227 $ 4,340.00 Granted - - Vested (172 ) 4,496.40 Forfeited - - Nonvested on December 31, 2022 55 $ 3,840 As of December 31, 2022 there were 1,072 exercisable options, these options had a weighted average exercise price $6,940.00. The Company recognized stock-based compensation expense related to options granted and vesting expense of $791,187 during the year ended December 31, 2022, of which $555,772 is included in general and administrative expenses and $235,415 is included in research and development expenses in the accompanying statements of operations. The remaining value to be expensed is $179,892 with a weighted average vesting term of 0.75 years as of December 31, 2022. The Company recognized stock-based compensation expense related to options issued and vesting of $826,795 during the year ended December 31, 2021, of which $587,209 is included in general and administrative expenses and $239,586 is included in research and development expenses in the accompanying statements of operations. The Company recognizes warrant forfeitures as they occur as there is insufficient historical data to accurately determine future forfeitures rates. Warrants During the year ended December 31, 2022, the Company issued 162,439 warrants. During the year ended December 31, 2021, the Company issued 16,957 warrants. For the year ended December 31, 2022, the fair value of each warrant granted was estimated using the assumption and/or factors in the Black-Scholes Model as follows: Exercise price $ 300.00-800.00 Expected dividend yield 0 % Risk free interest rate 2.55%-3.47% Expected life in years 5.00-5.50 Expected volatility 147%-165% For the year ended December 31, 2021, the fair value of each warrant issued was estimated using the assumption ranges and/or factors in the Black-Scholes Model as follows: Exercise price $ 8,000.00 Expected dividend yield 0 % Risk free interest rate 0.17%-0.42% Expected life in years 3.00-5.00 Expected volatility 154%-159% The risk-free interest rate assumption for warrants granted is based upon observed interest rates on the United States Government Bond Equivalent Yield appropriate for the expected term of warrants. The Company determined the expected volatility assumption for warrants granted using the historical volatility of comparable public companies’ common stock. The Company will continue to monitor peer companies and other relevant factors used to measure expected volatility for future warrant grants, until such time that the Company’s common stock has enough market history to use historical volatility. The dividend yield assumption for warrants granted is based on the Company’s history and expectation of dividend payouts. The Company has never declared nor paid any cash dividends on its common stock, and the Company does not anticipate paying any cash dividends in the foreseeable future. The Company recognizes warrant forfeitures as they occur as there is insufficient historical data to accurately determine future forfeitures rates. A summary of warrant issuances are as follows: Vested and Nonvested Warrants Number Weighted Weighted Outstanding December 31, 2021 15,035 $ 3,340.00 4.38 Granted 162,439 188.40 4.66 Exercised (48,661 ) 27.60 - Expired or forfeited (1,563 ) 1,824.80 - Rounding for Reverse Split 31 - - Outstanding December 31, 2022 127,281 $ 514.97 4.54 Nonvested Warrants Number Weighted- Nonvested on December 31, 2021 2,315 $ 3,020.00 Granted 162,439 188.40 Vested (160,879 ) 222.00 Forfeited (1,375 ) 800.00 Nonvested on December 31, 2022 2,500 $ 300.00 The Company recognized stock-based compensation expense related to warrants granted and vesting expense of $609,748 during the year ended December 31, 2022, of which $105,049 is included in general and administrative and $504,699 is included in sales and marketing in the accompanying Statements of Operations. The Company recognized stock-based compensation expense related to warrants granted and vesting expense of $189,899 during the year ended December 31, 2021, which is included in general and administrative in the accompanying Statements of Operations. The remaining value to be expensed is zero as of December 31, 2022. The weighted average vesting term is 0.22 years as of December 31, 2022. On June 15, 2022, the Company entered an agreement with a holder of certain of the Series C Warrants (the “Holder”). Pursuant to the agreement, the Holder has agreed to exercise in cash 4,486 of its Series C Warrants at a reduced exercise price of $300.00 per Share (reduced from $2,300.00 per share), for gross proceeds to the Company of approximately $1.35 million. As an inducement to such exercise, the Company has agreed to reduce the exercise price of the Holder’s remaining Series C Warrants to purchase up to 1,229 Shares from $2,300.00 to $495.80 per share, which will be non-exercisable for a period of six months following the closing date. The modification of this exercise price resulted in an increase of $344,158 to the fair value of the Series C Warrants. This modification was an inducement on the transaction and as such was recorded to equity resulting in no net change to additional paid in capital. In addition, the Company issued to the Holder a new warrant to purchase up to 10,200 shares of the Company’s common stock at an exercise price of $495.80 per share, which will be non-exercisable for a period of six months following issuance date and have a term of five and one-half years. This inducement resulted in a total increase of $3,759,044 to the fair value of the warrants. On December 20, 2022, the Company and the Warrant Agent entered into Amendment No. 2 to the Series C Warrant Agent Agreement, pursuant to which the exercise price of the Series C Warrants was reduced from $2,300.00 per share to $495.80 per share. In addition, on December 21, 2022, the Company issued an Amended and Restated Unit Purchase Option to the agent in the Offering reflecting a reduced exercise price of $495.80 per Unit. This modification of these warrants resulted in a $29,058 increase to the fair value of the warrants (See Note 1). Restricted Stock Units A summary of Restricted Stock Units (“RSUs”) issuances are as follows: Nonvested RSUs Number Weighted Nonvested December 31, 2021 390 $ 3,840.00 Granted 292 909.60 Vested (463 ) 2,826.00 Forfeited (38 ) 3,100.00 Rounding for Reverse Split 6 - Nonvested December 31, 2022 187 $ 1,856.21 The Company recognized stock-based compensation expense related to RSUs granted and vesting expense of $1,222,875 and $1,843,902 during the years ended December 31, 2022 and December 31, 2021, respectively, of which, $848,597 is included in general and administrative, $356,105 is included in research and development, and $18,346 is included in sales and marketing in the accompanying Statements of Operations. The remaining value to be expensed is $321,603 with a weighted average vesting term of 0.40 years as of December 31, 2022. During the year ended December 31, 2022, the Company granted a total of 292 RSUs. As of December 31, 2022, 463 RSUs vested and the Company issued 463 shares of common stock for the 463 vested RSUs. |
Income Taxes
Income Taxes | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Income Taxes [Abstract] | ||
INCOME TAXES | NOTE 11 – INCOME TAXES The Company has incurred losses since inception. During the nine months ended September 30, 2023, the Company did not provide any provision for income taxes as the Company incurred losses during such period. The Company accounts for income taxes using the asset and liability method in accordance with ASC 740, “Accounting for Income Taxes”. The asset and liability method provides that deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities and for operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates and laws that will be in effect when the differences are expected to reverse. In assessing the need for a valuation allowance, the Company has considered both positive and negative evidence related to the likelihood of realization of deferred tax assets using a “more likely than not” standard. In making such assessment, more weight was given to evidence that could be objectively verified, including recent cumulative losses. Based on the Company’s review of this evidence, the Company has recorded a full valuation allowance for its net deferred tax assets as of September 30, 2023. As of September 30, 2023, the Company did not have any amounts recorded pertaining to uncertain tax positions. | NOTE 12 – INCOME TAXES For the years ended December 31, 2022 and 2021, the Company did not record a current or deferred income tax expense or benefit due to current and historical losses incurred by the Company. The Company’s losses before income taxes consist solely of losses from domestic operations. A reconciliation of income tax expense (benefit) computed at the statutory federal income tax rate to income taxes as reflected in the financial statements is as follows: 2022 2021 Income taxes at U.S. statutory rate 21 % 21 % State income taxes 1.6 6.9 Tax Credits 1.0 0.1 Permanent Differences/Others (10.5 ) (5.0 ) Change in valuation allowance (13.1 ) (23.0 ) Total provision for income taxes 0 % 0 % Deferred taxes are recognized for temporary differences between the basis of assets and liabilities for financial statement and income tax purposes. The significant components of the Company’s deferred tax assets and liabilities as of December 31, 2022 and 2021 are comprised of the following: Years Ended December 31, 2022 2021 Deferred tax assets Net operating loss carryforwards $ 13,499,811 $ 10,896,410 Tax credits carryforwards 430,468 161,943 Stock-based compensation 1,511,849 1,541,936 Lease liability 722,126 1,169,887 Section 174 Capitalization 1,547,343 - Loss on impairment of debt 3,288,363 4,140,318 Other 114,973 23,933 Total deferred tax assets 21,114,933 17,934,427 Valuation allowance (20,217,401 ) (16,670,590 ) Net deferred tax assets 897,533 1,263,837 Deferred tax liabilities Right of use assets (722,127 ) (1,169,887 ) Fixed assets (175,406 ) (93,950 ) Total deferred tax liabilities (897,533 ) (1,263,837 ) Net deferred taxes $ — $ — The Company has evaluated the positive and negative evidence bearing upon its ability to realize its deferred tax assets, which are comprised primarily of net operating loss carryforwards and tax credits. Management has considered the Company’s history of cumulative net losses in the United States, estimated future taxable income and prudent and feasible tax planning strategies and has concluded that it is more likely than not that the Company will not realize the benefits of its U.S. federal and state deferred tax assets. Accordingly, a full valuation allowance has been established against these net deferred tax assets as of December 31, 2022 and 2021, respectively. The Company reevaluates the positive and negative evidence at each reporting period. The Company’s valuation allowance increased during 2022 by approximately $3.5 million primarily due to the generation of net operating loss and tax credit carryforwards and the capitalization of research and experimental expenditures. As of December 31, 2022 and 2021, the Company had U.S. federal net operating loss carryforwards of $56.6 million and $38.0 million, respectively, which may be available to offset future income tax liabilities. The 2017 Tax Cuts and Jobs Act (“TCJA”) will generally allow losses incurred after 2017 to be carried over indefinitely, but will generally limit the net operating loss deduction to the lesser of the net operating loss carryover or 80% of a corporation’s taxable income (subject to Section 382 of the Internal Revenue Code of 1986, as amended). Also, there will be no carryback for losses incurred after 2017. Losses incurred prior to 2018 will generally be deductible to the extent of the lesser of a corporation’s net operating loss carryover or 100% of a corporation’s taxable income and be available for twenty years from the period the loss was generated. The Company has federal net operating losses generated following 2017 of $56.5 million, which do not expire. The federal net operating losses generated prior to 2018 of $0.1 million will expire at various dates through 2037. The CARES Act temporarily allows the Company to carryback net operating losses arising in 2018, 2019 and 2020 to the five prior tax years. In addition, net operating losses generated in these years could fully offset prior year taxable income without the 80% of the taxable income limitation under the TCJA which was enacted on December 22, 2017. The Company has been generating losses since its inception, as such the net operating loss carryback provision under the CARES Act is not applicable to the Company. As of December 31, 2022 and 2021, the Company also had U.S. state net operating loss carryforwards (post-apportioned) of $26.2 million and $44.8 million, respectively, which may be available to offset future income tax liabilities and expire at various dates through 2042. As of December 31, 2022, the Company had $0.1 million federal tax credit carryforwards available to reduce future tax liabilities which expire at various dates through 2042. As of December 31, 2021, the Company had no federal tax credit carryforwards. As of December 31, 2022 and 2021, the Company had state research and development tax credit carryforwards of approximately $0.4 million and $0.2 million, respectively, which may be available to reduce future tax liabilities and can be carried over indefinitely. Utilization of the U.S. federal and state net operating loss and research and development credit carryforwards may be subject to a substantial annual limitation under Section 382 and Section 383 of the Internal Revenue Code of 1986, as amended, and corresponding provisions of state law, due to ownership changes that have occurred previously or that could occur in the future. These ownership changes may limit the amount of net operating loss and research and development credit carryforwards that can be utilized annually to offset future taxable income and tax liabilities, respectively. The Company has not completed a study to assess whether a change of ownership has occurred, or whether there have been multiple ownership changes since its formation. Any limitation may result in expiration of a portion of the net operating loss carryforwards or research and development tax credit carryforwards before utilization. The Company has not, as of yet, conducted a study of research and development tax credit carryforwards. Such a study, once undertaken by the Company, may result in an adjustment to the research and development tax credit carryforwards; however, a full valuation allowance has been provided against the Company’s research and development tax credits and, if an adjustment is required, this adjustment would be offset by an adjustment to the valuation allowance. Thus, there would be no impact to the balance sheet or statement of operations if an adjustment is required. The Company files tax returns in the United States, California, Virginia, and New York. The Company is subject to U.S. federal and state tax examinations by tax authorities for the tax years ended December 31, 2019 through present. As of December 31, 2022 and 2021, the Company has recorded no liability for unrecognized tax benefits, interest, or penalties related to federal and state income tax matters and there currently no pending tax examinations. The Company will recognize interest and penalties related to uncertain tax positions in income tax expense. |
Subsequent Events
Subsequent Events | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Subsequent Events [Abstract] | ||
SUBSEQUENT EVENTS | NOTE 12 – SUBSEQUENT EVENTS Purchase and Sale of Future Receipts On October 5, 2023, the Company entered into an Agreement for the Purchase and Sale of Future Receipts (the “October MCA Agreement”) pursuant to which the existing funder (the “Funder”) increased the existing outstanding amount to $4,470,000 (the “October MCA Purchased Amount”) for gross proceeds to the Company of $3,000,000, less origination fees of $240,000 and the outstanding balance under the existing agreement of $1,234,461, resulting in net proceeds to the Company of $1,525,539. Pursuant to the October MCA Agreement, the Company granted the Funder a security interest in all of the Company’s present and future accounts receivable in an amount not to exceed the October MCA Purchased Amount. The October MCA Purchased Amount shall be repaid by the Company in 30 weekly installments of $149,000. The October Purchased Amount may be prepaid by the Company via a payment of $3,870,000 if repaid within 30 days, $4,110,000 if repaid within 60 days and $4,230,000 if repaid within 90 days. Business Loan and Security Agreement On November 7, 2023, the Company entered into a Business Loan and Security Agreement (the “November Loan Agreement”) with the lender (the “Lender”), pursuant to which the Company obtained a loan from the Lender in the principal amount of $2,100,000, which satisfied the outstanding balances on the August Loan and includes origination fees of $140,000 (the “November Loan”). Pursuant to the November Loan Agreement, the Company granted the Lender a continuing secondary security interest in certain collateral (as defined in the November Loan Agreement). The total amount of interest and fees payable by us to the Lender under the November Loan will be $3,129,000, which will be repaid in 34 weekly installments ranging from $69,000 - $99,000. Merger Agreement with Evofem Biosciences, Inc. As previously reported in a Current Report on Form 8-K, on December 11, 2023, we entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Adicure, Inc., a majority owned subsidiary of the Company (“Merger Sub”) and Evofem Biosciences, Inc. (“Evofem”), pursuant to which, Merger Sub will be merged into and with Evofem (the “ Merger At the effective time of the Merger (the “Effective Time”), (i) all issued and outstanding shares of common stock of Evofem (“ Evofem Common Stock Evofem Unconverted Preferred Stock Description of Capital Stock—Series A-1 Convertible Preferred Stock The closing of the Merger is subject to the satisfaction or waiver of a number of conditions. Including but not limited to: (i) approval by our shareholders and the Evofem shareholders of the transactions contemplated by the Merger Agreement; (ii) the registration statement on Form S-4 pursuant to which the shares of our Common Stock issuable in the Merger having been declared effective by the SEC; (iii) all preferred stock of Evofem subject to certain exceptions shall have been converted to Evofem common stock; (iv) Evofem shall have received agreements from all holders of Evofem warrants which provide: (a) waivers with respect to any fundamental transaction, change in control or other similar rights that such warrant holder may have under any such Evofem warrants, and (b) an agreement to such Evofem warrants to exchange such warrants for not more than an aggregate (for all holders of Evofem warrants) of 551 shares of our preferred stock of Evofem; (v) The Merger Agreement may be terminated at any time prior to the consummation of the Closing by mutual written consent of us and Evofem. The Merger Agreement may also be terminated by us or Evofem if (i) the Merger shall not have been consummated on or before 5:00 p.m. Eastern Time on May 8, 2024; (ii) if any judgment, law or order prohibiting the Merger or the transactions contemplated in connection therewith has become final and non-appealable; (iii) the required vote of Evofem stockholders was not obtained; or (iv) in the event of any Terminable Breach (as defined in the Merger Agreement). We may also terminate the Merger Agreement if (i) prior to approval by the required vote of Evofem’s shareholders if the Evofem board of directors shall have effected a change in recommendation with respect to the Merger; or (ii) in the event that we determine, in our reasonable discretion, that the acquisition of Evofem could result in a material adverse amount of cancellation of indebtedness income to us. Evofem may terminate the Merger Agreement if (i) prior to approval by the required vote of Evofem’s shareholders if the Evofem board of directors determines to terminate the Merger Agreement in connection with a superior proposal in order to enter into a definitive agreement for such superior proposal provided that Evofem has paid the termination fee of $4 million; (ii) our Common Stock is no longer listed for trading on Nasdaq; or (iii) we have not made a loan to Evofem of no less than $3 million prior to January 31, 2024. In connection with the Merger Agreement, we entered into an Assignment Agreement dated December 11, 2023 (the “Assignment Agreement”), with Evofem and the holders (the “Holders”) of certain senior indebtedness of Evofem (the “Notes”), pursuant to which the Holders assigned the Notes to us in consideration for the issuance by us of (i) an aggregate principal amount of $5 million in our secured notes due on January 2, 2024 (the “January 2024 Secured Notes”), (ii) an aggregate principal amount of $8 million in secured notes of the Company due on September 30, 2024 (the “September 2024 Secured Notes”), (iii) an aggregate principal amount of $5 million in ten-year unsecured notes (the “Unsecured Notes”), and (iv) payment of $154,480 in respect of net sales of Phexxi in respect of the calendar quarter ended September 30, 2023, which amount is due and payable on December 14, 2023. The January 2024 Secured Notes are secured by certain intellectual property assets of the Company and its subsidiaries pursuant to an Intellectual Property Security Agreement entered into in connection with the Assignment Agreement. The September 2024 Secured Notes are secured by the Notes and certain associated security documents pursuant to a Security Agreement entered into in connection with the Assignment Agreement. On January 2, 2024, we entered into amendments to the January 2024 Secured Notes (“ Amendment No. 1 to January 2024 Secured Notes Amendment No. 2 to January 2024 Secured Notes Amendment No. 1 to September 2024 Secured Notes In connection with the Merger Agreement and the transactions contemplated thereby, on December 22, 2023, we entered into an Exchange Agreement (the “Exchange Agreement”) with the holders of an aggregate of 22,280 shares of Series F-1 Convertible Preferred Stock of Evofem, pursuant to which such holders agreed to exchange their respective shares of Evofem Series F-1 Preferred Stock for an aggregate of 22,280 shares of a new series of our convertible preferred stock of the Company designated as Series A-1 Convertible Preferred Stock. On December 26, 2023, in connection with the Exchange Agreement, we entered into a Registration Rights Agreement with the holders, pursuant to which we agreed to prepare and file with the SEC covering the resale of the shares of our Common Stock issuable upon conversion of the Series A-1 Convertible Preferred Stock (i) on the later of (x) the 15 th nd th th nd th th nd Description of Capital Stock—Series A-1 Convertible Preferred Stock Asset Purchase Agreement with MDNA Life Sciences, Inc. As previously reported in a Current Report on Form 8-K, on December 17, 2023, the Company entered into an Asset Purchase Agreement (the “Purchase Agreement”) with Pearsanta, Inc., our majority owned subsidiary (“Pearsanta”) and MDNA Life Sciences, Inc. (“MDNA”), pursuant to which Pearsanta agreed to acquire certain intellectual property and other specified assets relating to MDNA’s early cancer detection platform (the “Acquired Assets”). MDNA’s Mitomic™ technology provides a tool for identifying biomarkers associated with various diseases that lead to mtDNA mutations. The Acquired Assets include, but are not limited to, the following: ● The Mitomic Endometriosis Test (MET™) is in development as a blood-based assay for diagnosis of endometriosis. This test aims to provide early diagnostic insights, potentially reducing delays in diagnosing endometriosis. ● The Mitomic Prostate Test (MPT™) is currently under development as a blood-based assay for diagnosis of prostate cancer. We believe that this test holds the potential to provide more specific and clinically informative data especially in the prostate-specific antigen (PSA) grey zone. It aims to address the challenges of over-diagnosis and mitigate risks associated with low-grade cancers. Pursuant to the Purchase Agreement, the consideration for the transaction was to consist of: (i) an upfront working capital payment of $500,000 (the “Upfront Working Capital Payment”), which is payable upon the satisfaction of certain conditions set forth in the Purchase Agreement, (ii) a working capital payment at closing of $500,000, (iii) 50,000 shares of our Common Stock, (iv) a warrant to purchase 50,000 shares of our Common Stock exercisable for a term of 5 years at an exercise price equal to the opening price per share of our Common Stock as of the Closing Date (as defined below), and (v) 5,000 shares of Pearsanta Series A Preferred Stock, par value $0.001 per share (the “Pearsanta Preferred Stock”), provided, however, that if the value of such Pearsanta Preferred Stock, on an as-converted basis, at the time of the pricing of the Pearsanta common stock in connection with the sale of shares of Pearsanta common stock to the public in a firm-commitment underwritten public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended does not equal $25,000,000, an additional amount of Pearsanta Preferred Stock (“Additional Pearsanta Preferred Stock”) so that the sum of the value of the Pearsanta Preferred Stock plus the Additional Pearsanta Preferred Stock (if any) shall equal $25,000,000. The Pearsanta Preferred Stock shall have such rights, powers, and preferences as set forth in the form of Certificate of Designation of Series A Preferred Stock, the form of which is attached as Exhibit D to the Purchase Agreement. On January 4, 2024, we entered into a First Amendment to Asset Purchase Agreement with Pearsanta and MDNA, pursuant to which the parties agreed to: (i) the removal of the Upfront Working Capital Payment, (ii) the removal of the Closing Working Capital Payment (as defined in the Purchase Agreement”), and (iii) to increase the maximum amount of payments to be made by us under the Transition Services Agreement (as defined below) from $2.2 million to $3.2 million. On January 4, 2024, Pearsanta and MDNA entered into a Transition Services Agreement (the “Transition Services Agreement”), pursuant to which MDNA agreed that it would perform, or cause certain of its affiliates or third parties to perform, certain services as described in the Transition Services Agreement for a term of three months in consideration for the payment by Pearsanta of certain fees as provided in the Transition Services Agreement, in an amount not to exceed $3.2 million. On January 4, 2024, we completed its acquisition of the Acquired Assets and issued to MDNA 50,000 shares of our Common Stock, a warrant to purchase 50,000 shares of our Common Stock, and the Pearsanta Preferred Stock. Set forth below is a summary of the rights, powers and preferences of the Pearsanta Series A Convertible Preferred Stock: Series A Convertible Preferred Stock On January 2, 2024, we filed a Certificate of Designations for the Pearsanta Series A Preferred Stock with the Secretary of State of Delaware (the “Series A Certificate of Designations”). The following is only a summary of the Series A Certificate of Designations, and is qualified in its entirety by reference to the full text of the Series A Certificate of Designations, a copy of which is filed as an exhibit to the Purchase Agreement. Designation, Amount, and Par Value. a) Conversion. Conversion Ratio Qualifying IPO IPO Price Adjusted Conversion Ratio X = (25,000,000/ IPO Price) / 5000 and the number of shares of Common Stock issued or issuable upon conversion of the Series A Preferred Stock shall be determined based on such Adjusted Conversion Ratio. Dividends. Liquidation. pari passu Company Redemption. Voting Rights. December 2023 PIPE As previously reported in a Current Report on Form 8-K, on December 29, 2023, we entered into a Securities Purchase Agreement (the “Purchase Agreement”) with the Selling Stockholder for the issuance and sale in a private placement of (i) pre-funded warrants (the “Pre-Funded Warrants”) to purchase up to 1,237,114 shares of our Common Stock at an exercise price of $0.001 per share, and (ii) warrants (the “Common Warrants”) to purchase up to 2,474,228 shares of our Common Stock, at a purchase price of $4.85 per share. The Common Warrants are exercisable immediately upon issuance at an exercise price of $4.60 per share and have a term of exercise equal to three years from the date of issuance. The Pre-Funded Warrants are exercisable immediately and may be exercised at any time until the Pre-Funded Warrants are exercised in full. A holder of Pre-Funded Warrants or Warrants (together with its affiliates) may not exercise any portion of a warrant to the extent that the holder would own more than 4.99% (or, at the election of the holder 9.99%) of the Company’s outstanding common stock immediately after exercise. Pursuant to the Purchase Agreement, we also agreed to reduce the exercise price of 106,594 outstanding warrants to purchase Common Stock of the Company (“Outstanding Warrants”) held by the Purchaser to $4.60 per share in consideration for the cash payment by the Purchaser of $0.125 per share of Common Stock underlying the Outstanding Warrants, effective immediately. As of the date of this prospectus, none of the repriced Outstanding Warrants have been exercised. In connection with the Private Placement, we entered into a registration rights agreement (the “Registration Rights Agreement”), dated as of December 29, 2023, with the Selling Stockholder, pursuant to which we agreed to prepare and file a registration statement with the Securities and Exchange Commission (the “ SEC On January 3, 2024, we entered into a settlement agreement and general release with the Selling Stockholder, pursuant to which we agreed to settle an action filed in the United States District Court in the Southern District of New York by the Selling Stockholder against the Company (the “ Action The private placement closed on January 4, 2024. The net proceeds to us from the private placement were approximately $5.5 million, after deducting placement agent fees and expenses and estimated offering expenses payable by us. The Company used a portion of the proceeds from the December 2023 PIPE to repay outstanding loans from our Chief Executive Officer, including accrued interest. In addition, the Company also used a portion of the proceeds to satisfy outstanding obligations under the August Loan Agreement and the October MCA Agreement. As of the date of this prospectus, we are one payment in arrears on the August Loan Agreement. Note Exchange On December 29, 2023, we entered into an Exchange Agreement with the holder of our secured promissory note in the principal amount of $2.625 million (the “Note”), pursuant to which the holder agreed, subject to the terms and conditions set forth therein, to exchange the Note, including all accrued but unpaid interest thereon, for an aggregate of 2,625 shares of a new series of convertible preferred stock of the Company, designated as Series B-2 Convertible Preferred Stock. Description of Capital Stock—Series A-1 Convertible Preferred Stock Nasdaq Compliance As previously reported in a Current Report on Form 8-K, on September 29, 2023, we received written notice from The Nasdaq Capital Market (“ Nasdaq | NOTE 13 – SUBSEQUENT EVENTS On December 20, 2022, the Company entered into an At The Market Offering Agreement (the “ATM”) with H.C. Wainwright & Co., LLC as agent (the “Agent”), pursuant to which the Company may offer and sell, from time to time through the Agent, shares of the Company’s common stock having an aggregate offering price of up to $50,000,000 (the “Shares”). The offer and sale of the Shares was made pursuant to a shelf registration statement on Form S-3 and the related prospectus (File No. 333-257645) filed by the Company with the SEC on July 2, 2021, amended on July 6, 2021 and declared effective by the SEC on July 13, 2021, under the Securities Act of 1933, as amended. No sales of Shares were made during the year ended December 31, 2022 under the ATM. For the period beginning January 1, 2023 through the date of this report, the Company sold 8,463 Shares at an average price of $62.00 per share under the ATM. The sale of Shares generated net proceeds of approximately $507,000 after paying commissions and related fees. On January 1, 2023, the Company formed Adimune, Inc. a Delaware, wholly owned subsidiary. On January 1, 2023, the Company formed Pearsanta, Inc. a Delaware, wholly owned subsidiary. On February 21, 2023, the Company entered into an agreement for the purchase and sale of future receipts (the “Future Receipts Agreement”) with a commercial funding source pursuant to which the Company agreed to sell to the funder certain future trade receipts in the aggregate amount of $2,160,000 (the “Future Receipts Purchased Amount” for gross proceeds to the Company of $1,500,000, less origination fees of $75,000. Pursuant to the Future Receipts Agreement, the Company granted the funder a security interest in all of the Company’s present and future accounts receivable in an amount not to exceed the Future Receipts Purchased Amount. The Purchased Amount shall be repaid by the Company in 28 weekly installments of approximately $77,000 with the final payment due on September 5, 2023. On March 17, 2023, the Company entered into a consulting agreement (the “Independent Consulting Agreement”) with an independent consultant for a term of thirty days. Pursuant to the Independent Consulting Agreement, the independent consultant agreed to provide the Company with business advisory services, guidance on growth strategies and networking with its clients on a non-exclusive basis for general business purposes (the “Independent Consulting Services”). In consideration for the Independent Consulting Services, the Company issued to the independent consultant 4,675 shares of the Company’s common stock (the “Independent Consulting Shares”). The issuance of the Independent Consulting Shares will not be registered under the Securities Act. On April 4, 2023, the Company entered into a Business Loan and Security Agreement (the “April Loan Agreement”) with a commercial funding source (the “April Lender”), pursuant to which the Company obtained a loan from the April Lender in the principal amount of $1,060,000, which includes origination fees of $60,000 (the “April Loan”). Pursuant to the April Loan Agreement, the Company granted the April Lender a continuing secondary security interest in certain collateral (as defined in the April Loan Agreement). The total amount of interest and fees payable by the Company to the April Lender under the April Loan (the “April Repayment Amount”) will be (i) $1,000,000 if paid prior to April 6, 2023, (ii) $1,219,000 if paid prior to April 10, 2023, or (iii) $1,590,000 if paid after April 10, 2023 and will be repaid in 20 weekly installments of $79,500 commencing on April 10, 2023 and ending on August 21, 2023. On April 13, 2023, the Company formed Adivir, Inc. a Delaware, wholly owned subsidiary. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Summary of Significant Accounting Policies [Abstract] | ||
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and the rules and regulations of the Securities and Exchange Commission (“SEC”). In the opinion of the Company’s management, the accompanying condensed consolidated financial statements reflect all adjustments, consisting of normal, recurring adjustments, considered necessary for a fair presentation of the results for the interim periods ended September 30, 2023 and September 30, 2022. Although management believes that the disclosures in these unaudited condensed consolidated financial statements are adequate to make the information presented not misleading, certain information and footnote disclosures normally included in condensed consolidated financial statements that have been prepared in accordance U.S. GAAP have been omitted pursuant to the rules and regulations of the SEC. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s financial statements and notes related thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, filed with the SEC on April 17, 2023. The interim results for the nine months ended September 30, 2023 are not necessarily indicative of the results to be expected for the year ended December 31, 2023 or for any future interim periods. | Basis of Presentation The Company’s financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and the rules and regulations of the Securities and Exchange Commission (“SEC”). |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expense during the reporting period. Actual results could differ from those estimates. Significant estimates underlying the financial statements include the collectability of notes receivable, collectability and reserve on accounts receivable, the reserve on insurance billing, and the fair value of stock options and warrants. | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expense during the reporting period. Actual results could differ from those estimates. Significant estimates underlying the financial statements include the collectability of notes receivable, collectability and reserve on accounts receivable, the reserve on insurance billing, and the fair value of stock options and warrants. |
Fair Value Measurements and Fair Value of Financial Instruments | Fair Value Measurements and Fair Value of Financial Instruments The Company adopted Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 820, Fair Value Measurements. ASC Topic 820 clarifies the definition of fair value, prescribes methods for measuring fair value, and establishes a fair value hierarchy to classify the inputs used in measuring fair value as follows: Level 1 - Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date. Level 2 - Inputs are unadjusted quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated by observable market data. Level 3 - Inputs are unobservable inputs which reflect the reporting entity’s own assumptions on what assumptions the market participants would use in pricing the asset or liability based on the best available information. The Company did not identify any assets or liabilities that are required to be presented on the balance sheets at fair value in accordance with ASC Topic 820. Due to the short-term nature of all financial assets and liabilities, their carrying value approximates their fair value as of the balance sheet dates. | Fair Value Measurements and Fair Value of Financial Instruments The Company adopted Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 820, Fair Value Measurements. ASC Topic 820 clarifies the definition of fair value, prescribes methods for measuring fair value, and establishes a fair value hierarchy to classify the inputs used in measuring fair value as follows: Level Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date. Level Inputs are unadjusted quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated by observable market data. Level Inputs are unobservable inputs which reflect the reporting entity’s own assumptions on what assumptions the market participants would use in pricing the asset or liability based on the best available information. The Company did not identify any assets or liabilities that are required to be presented on the balance sheets at fair value in accordance with ASC Topic 820. Due to the short-term nature of all financial assets and liabilities, their carrying value approximates their fair value as of the balance sheet dates. |
Concentrations of Credit Risk | Concentrations of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents and accounts receivable. The Company maintains its cash accounts at financial institutions which are insured by the Federal Deposit Insurance Corporation. At times, the Company may have deposits in excess of federally insured limits. Substantially all the Company’s accounts receivable are with companies in the healthcare industry, individuals, and the U.S. government. However, concentration of credit risk is mitigated due to the Company’s number of customers. In addition, for receivables due from U.S. government agencies, the Company does not believe the receivables represent a credit risk as these are related to healthcare programs funded by the U.S. government and payment is primarily dependent upon submitting the appropriate documentation. | Concentrations of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents and accounts receivable. The Company maintains its cash accounts at financial institutions which are insured by the Federal Deposit Insurance Corporation. At times, the Company may have deposits in excess of federally insured limits. Substantially all the Company’s accounts receivable are with companies in the healthcare industry, individuals, and the U.S. government. However, concentration of credit risk is mitigated due to the Company’s number of customers. In addition, for receivables due from U.S government agencies, the Company does not believe the receivables represent a credit risk as these are related to healthcare programs funded by the U.S. government and payment is primarily dependent upon submitting the appropriate documentation. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents include short-term, liquid investments. | Cash and Cash Equivalents Cash and cash equivalents include short-term, liquid investments. |
Inventory | Inventory Inventory consists of laboratory materials and supplies used in laboratory analysis. We capitalize inventory when purchased. Inventory is valued at the lower of cost or net realizable value on a first-in, first-out basis. We periodically perform obsolescence assessments and write off any inventory that is no longer usable. | Inventory Inventory consists of laboratory materials and supplies used in laboratory analysis. We capitalize inventory when purchased. Inventory is valued at the lower of cost or net realizable value on a first-in, first-out basis. We periodically perform obsolescence assessments and write off any inventory that is no longer usable. |
Fixed Assets | Fixed Assets Fixed assets are stated at cost less accumulated depreciation. Cost includes expenditures for furniture, office equipment, laboratory equipment, and other assets. Maintenance and repairs are charged to expense as incurred. When assets are sold, retired, or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is reflected in operations. The costs of fixed assets are depreciated using the straight-line method over the estimated useful lives or lease life of the related assets. Useful lives assigned to fixed assets are as follows: Computers Three years to five years Lab Equipment Seven to ten years Office Furniture Five to ten years Other fixed assets Five to ten years Leasehold Improvements Shorter of estimated useful life or remaining lease term | Fixed Assets Fixed assets are stated at cost less accumulated depreciation. Cost includes expenditures for furniture, office equipment, laboratory equipment, and other assets. Maintenance and repairs are charged to expense as incurred. When assets are sold, retired, or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is reflected in operations. The costs of fixed assets are depreciated using the straight-line method over the estimated useful lives or lease life of the related assets. Useful lives assigned to fixed assets are as follows: Computers Three years to five years Lab Equipment Seven to ten years Office Furniture Five to ten years Other fixed assets Five to ten years Leasehold Improvements Shorter of estimated useful life or remaining lease term |
Intangible Assets | Intangible Assets Intangible assets are stated at cost less accumulated amortization. For intangible assets that have finite lives, the assets are amortized using the straight-line method over the estimated useful lives of the related assets. For intangible assets with indefinite lives, the assets are tested periodically for impairment. | Intangible Assets Intangible assets are stated at cost less accumulated amortization. For intangible assets that have finite lives, the assets are amortized using the straight-line method over the estimated useful lives of the related assets. For intangible assets with indefinite lives, the assets are tested periodically for impairment. |
Accounts Receivable and Allowance for Doubtful Accounts | Accounts Receivable and Allowance for Doubtful Accounts Accounts receivable are stated at the amount management expects to collect from outstanding balances. The Company generally does not require collateral to support customer receivables. The Company determines if receivables are past due based on days outstanding, and amounts are written off when determined to be uncollectible by management. As of September 30, 2023 and December 31, 2022, there was an allowance for doubtful accounts of zero and $18,634, respectively. | Accounts Receivable and Allowance for Doubtful Accounts Accounts receivable are stated at the amount management expects to collect from outstanding balances. The Company generally does not require collateral to support customer receivables. The Company determines if receivables are past due based on days outstanding, and amounts are written off when determined to be uncollectible by management. As of December 31, 2022 and 2021, there was an allowance for doubtful accounts of $18,634 and zero, respectively. |
Offering Costs | Offering Costs Offering costs incurred in connection with equity are recorded as a reduction of equity and offering costs incurred in connection with debt are recorded as a reduction of debt as a debt discount. | Offering Costs Offering costs incurred in connection with equity are recorded as a reduction of equity and offering costs incurred in connection with debt are recorded as a reduction of debt as a debt discount. |
Revenue Recognition | Revenue Recognition In accordance with ASC 606 (Revenue From Contracts with Customers), revenue is recognized when a customer obtains control of promised services. The amount of revenue recognized reflects the consideration to which the Company expects to be entitled to receive in exchange for these services. To achieve this core principle, the Company applies the following five steps: 1) Identify the contract with a customer 2) Identify the performance obligations in the contract 3) Determine the transaction price 4) Allocate the transaction price to performance obligations in the contract 5) Recognize revenue when or as the Company satisfies a performance obligation Revenues reported from services relating to the AditxtScore™ are recognized when the AditxtScore TM The Company recognizes revenue in the following manner for the following types of customers: Client Payers: Client payers include physicians or other entities for which services are billed based on negotiated fee schedules. The Company principally estimates the allowance for credit losses for client payers based on historical collection experience and the period of time the receivable has been outstanding. Cash Pay: Customers are billed based on established patient fee schedules or fees negotiated with physicians on behalf of their patients. Collection of billings is subject to credit risk and the ability of the patients to pay. Insurance: Reimbursements from healthcare insurers are based on fee for service schedules. Net revenues recognized consist of amounts billed net of contractual allowances for differences between amounts billed and the estimated consideration the Company expects to receive from such payers, collection experience, and the terms of the Company’s contractual arrangements. | Revenue Recognition In accordance with ASC 606 (Revenue From Contracts with Customers), revenue is recognized when a customer obtains control of promised services. The amount of revenue recognized reflects the consideration to which the Company expects to be entitled to receive in exchange for these services. To achieve this core principle, the Company applies the following five steps: 1) Identify the contract with a customer 2) Identify the performance obligations in the contract 3) Determine the transaction price 4) Allocate the transaction price to performance obligations in the contract 5) Recognize revenue when or as the Company satisfies a performance obligation Revenues reported from services relating to the AditxtScore™ are recognized when the AditxtScore TM The Company recognizes revenue in the following manner for the following types of customers: Client Payers: Client payers include physicians or other entities for which services are billed based on negotiated fee schedules. The Company principally estimates the allowance for credit losses for client payers based on historical collection experience and the period of time the receivable has been outstanding. Cash Pay: Customers are billed based on established patient fee schedules or fees negotiated with physicians on behalf of their patients. Collection of billings is subject to credit risk and the ability of the patients to pay. Insurance: Reimbursements from healthcare insurers are based on fee for service schedules. Net revenues recognized consist of amounts billed net of contractual allowances for differences between amounts billed and the estimated consideration the Company expects to receive from such payers, collection experience, and the terms of the Company’s contractual arrangements. |
Leases | Leases Under Topic 842 (Leases), operating lease expense is generally recognized evenly over the term of the lease. The Company has operating leases consisting of office space, laboratory space, and lab equipment. Leases with an initial term of twelve months or less are not recorded on the balance sheet. We combine the lease and non-lease components in determining the lease liabilities and right of use (“ROU”) assets. | Leases Under Topic 842 (Leases), operating lease expense is generally recognized evenly over the term of the lease. The Company has operating leases consisting of office space, laboratory space, and lab equipment. Leases with an initial term of twelve months or less are not recorded on the balance sheet. We combine the lease and non-lease components in determining the lease liabilities and right of use (“ROU”) assets. |
Stock-Based Compensation | Stock-Based Compensation The Company accounts for stock-based compensation costs under the provisions of ASC 718, Compensation—Stock Compensation, which requires the measurement and recognition of compensation expense related to the fair value of stock-based compensation awards that are ultimately expected to vest. Stock-based compensation expense recognized includes the compensation cost for all stock-based payments granted to employees, officers, and directors based on the grant date fair value estimated in accordance with the provisions of ASC 718. ASC 718 is also applied to awards modified, repurchased, or cancelled during the periods reported. Stock-based compensation is recognized as expense over the employee’s requisite vesting period and over the nonemployee’s period of providing goods or services. | Stock-Based Compensation The Company accounts for stock-based compensation costs under the provisions of ASC 718, Compensation—Stock Compensation, which requires the measurement and recognition of compensation expense related to the fair value of stock-based compensation awards that are ultimately expected to vest. Stock-based compensation expense recognized includes the compensation cost for all stock-based payments granted to employees, officers, and directors based on the grant date fair value estimated in accordance with the provisions of ASC 718. ASC 718 is also applied to awards modified, repurchased, or cancelled during the periods reported. Stock-based compensation is recognized as expense over the employee’s requisite vesting period and over the nonemployee’s period of providing goods or services. |
Patents | Patents The Company incurs fees from patent licenses, which are reflected in research and development expenses, and are expensed as incurred. During the nine months ended September 30, 2023 and 2022, the Company incurred patent licensing fees of $117,291 and $256,589, respectively. | Patents The Company incurs fees from patent licenses, which is reflected in research and development expenses, and are expensed as incurred. During the years ended December 31, 2022 and 2021, the Company incurred patent licensing fees for the patents of $263,273 and $76,455, respectively. |
Research and Development | Research and Development We incur research and development costs during the process of researching and developing our technologies and future offerings. We expense these costs as incurred unless such costs qualify for capitalization under applicable guidance. During the nine months ended September 30, 2023 and 2022, the Company incurred research and development costs of $2,771,100 and $4,186,842, respectively. | Research and Development We incur research and development costs during the process of researching and developing our technologies and future offerings. We expense these costs as incurred unless such costs qualify for capitalization under applicable guidance. During the years ended December 31, 2022 and 2021, the Company incurred research and development costs of $7,268,084 and $5,042,617, respectively. |
Basic and Diluted Net Loss per Common Share | Basic and Diluted Net Loss per Common Share Basic loss per common share is computed by dividing the net loss by the weighted average number of shares of common stock outstanding for each period. Diluted loss per share is computed by dividing the net loss attributable of common stockholders by the weighted average number of shares of common stock outstanding plus the dilutive effect of shares issuable through the common stock equivalents. The weighted-average number of common shares outstanding excludes common stock equivalents because their inclusion would be anti-dilutive. As of September 30, 2023, 1,127 stock options, 0 unvested restricted stock units, and 2,132,882 warrants were excluded from dilutive earnings per share as their effects were anti-dilutive. As of September 30, 2022, 1,127 stock options, 264 unvested restricted stock units, and 127,281 warrants were excluded from dilutive earnings per share as their effects were anti-dilutive. | Basic and Diluted Net Loss per Common Share Basic loss per common share is computed by dividing the net loss by the weighted average number of shares of common stock outstanding for each period. Diluted loss per share is computed by dividing the net loss attributable of common stockholders by the weighted average number of shares of common stock outstanding plus the dilutive effect of shares issuable through the common stock equivalents. The weighted-average number of common shares outstanding excludes common stock equivalents because their inclusion would be anti-dilutive. As of December 31, 2022, 1,127 stock options, 187 unvested restricted stock units, and 127,281 warrants were excluded from dilutive earnings per share as their effects were anti-dilutive. As of December 31, 2021, 1,127 stock options, 390 unvested restricted stock units and 15,035 warrants were excluded from dilutive earnings per share as their effects were anti-dilutive. During the years ended December 31, 2022 and 2021, the Company recognized an implied dividend from the modification of warrants of $37,667 and $102,267, respectively. Theses implied dividends resulted in an increase in the net loss attributable to common stockholders. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements The FASB issues ASUs to amend the authoritative literature in ASC. There have been several ASUs to date, including those above, that amend the original text of ASC. Management believes that those issued to date either (i) provide supplemental guidance, (ii) are technical corrections, (iii) are not applicable to us or (iv) are not expected to have a significant impact on our financial statements. | Recent Accounting Pronouncements The FASB issues ASUs to amend the authoritative literature in ASC. There have been several ASUs to date, including those above, that amend the original text of ASC. Management believes that those issued to date either (i) provide supplemental guidance, (ii) are technical corrections, (iii) are not applicable to us or (iv) are not expected to have a significant impact on our financial statements. |
Principles of consolidation | Principles of Consolidation The unaudited consolidated financial statements include the accounts of Aditxt, Inc., and its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated in the condensed consolidated financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Summary of Significant Accounting Policies [Abstract] | ||
Schedule of Useful Lives Assigned to Fixed Assets | Useful lives assigned to fixed assets are as follows: Computers Three years to five years Lab Equipment Seven to ten years Office Furniture Five to ten years Other fixed assets Five to ten years Leasehold Improvements Shorter of estimated useful life or remaining lease term | Useful lives assigned to fixed assets are as follows: Computers Three years to five years Lab Equipment Seven to ten years Office Furniture Five to ten years Other fixed assets Five to ten years Leasehold Improvements Shorter of estimated useful life or remaining lease term |
Fixed Assets (Tables)
Fixed Assets (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Fixed Assets [Abstract] | ||
Schedule of Fixed Assets | The Company’s fixed assets include the following on September 30, 2023: Cost Basis Accumulated Net Computers $ 378,480 $ (292,655 ) $ 85,825 Lab Equipment 2,585,077 (789,781 ) 1,795,296 Office Furniture 56,656 (12,449 ) 44,207 Other Fixed Assets 8,605 (1,869 ) 6,736 Leasehold Improvements 120,440 (48,645 ) 71,795 Total Fixed Assets $ 3,149,258 $ (1,145,399 ) $ 2,003,859 The Company’s fixed assets include the following on December 31, 2022: Cost Basis Accumulated Net Computers $ 376,429 $ (197,907 ) $ 178,522 Lab Equipment 2,572,720 (579,015 ) 1,993,705 Office Furniture 56,656 (8,200 ) 48,456 Other Fixed Assets 8,605 (1,224 ) 7,381 Leasehold Improvements 120,440 (29,641 ) 90,799 Total Fixed Assets $ 3,134,850 $ (815,987 ) $ 2,318,863 | The Company’s fixed assets include the following on December 31, 2022: Cost Basis Accumulated Net Computers $ 376,429 $ (197,907 ) $ 178,522 Lab Equipment 2,572,720 (579,015 ) 1,993,705 Office Furniture 56,656 (8,200 ) 48,456 Other Fixed Assets 8,605 (1,224 ) 7,381 Leasehold Improvements 120,440 (29,641 ) 90,799 Total Fixed Assets $ 3,134,850 $ (815,987 ) $ 2,318,863 The Company’s fixed assets include the following on December 31, 2021: Cost Basis Accumulated Net Computers $ 312,489 $ (75,053 ) $ 237,436 Lab Equipment 2,240,252 (306,688 ) 1,933,564 Office Furniture 90,757 (4,857 ) 85,900 Other Fixed Assets 10,809 (412 ) 10,397 Total Fixed Assets $ 2,654,307 $ (387,010 ) $ 2,267,297 |
Schedule of Maturities | Maturities as follows: 2023 $ 111,512 2024 - 2025 - 2026 - 2027 - Thereafter - Total Payments $ 111,512 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Intangible Assets [Abstract] | ||
Schedule of Intangible Assets | The Company’s intangible assets include the following on September 30, 2023: Cost Basis Accumulated Net Proprietary Technology $ 321,000 $ (294,250 ) $ 26,750 Total Intangible Assets $ 321,000 $ (294,250 ) $ 26,750 The Company’s intangible assets include the following on December 31, 2022: Cost Basis Accumulated Net Proprietary Technology $ 321,000 $ (214,000 ) $ 107,000 Total Intangible Assets $ 321,000 $ (214,000 ) $ 107,000 | The Company’s intangible assets include the following on December 31, 2022: Cost Basis Accumulated Net Proprietary Technology $ 321,000 $ (214,000 ) $ 107,000 Total Intangible Assets $ 321,000 $ (214,000 ) $ 107,000 The Company’s intangible assets include the following on December 31, 2021: Cost Basis Accumulated Net Proprietary Technology $ 321,000 $ (107,000 ) $ 214,000 Total Intangible Assets $ 321,000 $ (107,000 ) $ 214,000 |
Leases (Tables)
Leases (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Leases [Abstract] | ||
Schedule of Lease Costs | Lease Costs Nine Months Nine Months Components of total lease costs: Operating lease expense $ 963,213 $ 988,381 Total lease costs $ 963,213 $ 988,381 | Lease Costs Year Year Components of total lease costs: Operating lease expense $ 1,396,875 $ 819,587 Total lease costs $ 1,396,875 $ 819,587 |
Schedule of ROU Lease Assets and Lease Liabilities for our Operating Leases | ROU lease assets and lease liabilities for our operating leases are recorded on the balance sheet as follows: September 30, December 31, Assets Right of use asset – long term $ 2,454,886 $ 3,160,457 Total right of use asset $ 2,454,886 $ 3,160,457 Liabilities Operating lease liabilities – short term $ 1,081,377 $ 1,086,658 Operating lease liabilities – long term 1,203,876 1,885,218 Total lease liability $ 2,285,253 $ 2,971,876 | ROU lease assets and lease liabilities for our operating leases are recorded on the balance sheet as follows: December 31, December 31, Assets Right of use asset – long term $ 3,160,457 $ 4,097,117 Total right of use asset $ 3,160,457 $ 4,097,117 Liabilities Operating lease liabilities – short term $ 1,086,658 $ 1,145,126 Operating lease liabilities – long term 1,885,218 2,765,933 Total lease liability $ 2,971,876 $ 3,911,059 |
Schedule of Lease Terms and Discount Rate | Lease Terms and Discount Rate as of September 30, 2023 Weighted average remaining lease term (in years) – operating leases 2.29 Weighted average discount rate – operating leases 8.00 % | Lease Terms and Discount Rate as of December 31, 2022 Weighted average remaining lease term (in years) – operating leases 2.70 Weighted average discount rate – operating leases 8.00 % |
Schedule of Maturities of Leases | Maturities of leases are as follows: 2023 (remaining) $ 285,991 2024 1,004,982 2025 710,546 2026 423,930 Total lease payments $ 2,425,449 Less imputed interest (140,194 ) Less current portion (1,081,377 ) Total maturities, due beyond one year $ 1,203,876 | Maturities of leases are as follows: 2023 $ 1,129,853 2024 1,004,982 2025 710,546 2026 423,930 2027 - Thereafter - Total lease payments $ 3,269,311 Less imputed interest (297,436 ) Less current portion (1,086,657 ) Total maturities, due beyond one year $ 1,885,218 |
Stockholders_ Equity (Deficit)
Stockholders’ Equity (Deficit) (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Stockholders’ Equity [Abstract] | ||
Schedule of Analysis of the Stock Option Grant Activity under the Plan | The following is an analysis of the stock option grant activity under the Plan: Vested and Nonvested Stock Options Number Weighted Weighted Outstanding December 31, 2022 1,127 $ 6,802.93 5.74 Granted - - - Exercised - - - Expired or forfeited - - - Outstanding September 30, 2023 1,127 $ 6,802.93 5.00 A summary of warrant issuances are as follows: Vested and Nonvested Warrants Number Weighted Weighted Outstanding December 31, 2022 127,281 $ 514.97 4.54 Granted 2,190,367 6.36 5.20 Exercised (184,374 ) 1.35 - Expired or forfeited (392 ) 8,250.00 - Outstanding September 30, 2023 2,132,882 $ 35.22 5.10 | The following is an analysis of the stock option grant activity under the Plan: Vested and Nonvested Stock Options Number Weighted Weighted Outstanding December 31, 2021 1,127 $ 6,802.93 6.74 Granted - - - Exercised - - - Expired or forfeited - - - Outstanding December 31, 2022 1,127 $ 6,802.93 5.74 A summary of warrant issuances are as follows: Vested and Nonvested Warrants Number Weighted Weighted Outstanding December 31, 2021 15,035 $ 3,340.00 4.38 Granted 162,439 188.40 4.66 Exercised (48,661 ) 27.60 - Expired or forfeited (1,563 ) 1,824.80 - Rounding for Reverse Split 31 - - Outstanding December 31, 2022 127,281 $ 514.97 4.54 |
Schedule of Nonvested Stock Options and Warrants | Nonvested Stock Options Number Weighted- Nonvested on December 31, 2022 55 $ 3,840 Granted - - Vested (55 ) 3,840 Forfeited - - Nonvested on September 30, 2023 - $ - Nonvested Warrants Number Weighted- Nonvested on December 31, 2022 2,500 $ 300.00 Granted 2,190,367 6.36 Vested (2,192,867 ) 6.70 Forfeited - - Nonvested on September 30, 2023 - $ - A summary of Restricted Stock Units (“RSUs”) issuances are as follows: Nonvested RSUs Number Weighted Nonvested December 31, 2022 187 $ 1,856.21 Granted - - Vested (170 ) 2,714.15 Forfeited (35 ) 1,345.77 Rounding for Reverse Split 18 - Nonvested September 30, 2023 - $ - | Nonvested Stock Options Number Weighted- Nonvested on December 31, 2021 227 $ 4,340.00 Granted - - Vested (172 ) 4,496.40 Forfeited - - Nonvested on December 31, 2022 55 $ 3,840 A summary of warrant issuances are as follows: Nonvested Warrants Number Weighted- Nonvested on December 31, 2021 2,315 $ 3,020.00 Granted 162,439 188.40 Vested (160,879 ) 222.00 Forfeited (1,375 ) 800.00 Nonvested on December 31, 2022 2,500 $ 300.00 A summary of Restricted Stock Units (“RSUs”) issuances are as follows: Nonvested RSUs Number Weighted Nonvested December 31, 2021 390 $ 3,840.00 Granted 292 909.60 Vested (463 ) 2,826.00 Forfeited (38 ) 3,100.00 Rounding for Reverse Split 6 - Nonvested December 31, 2022 187 $ 1,856.21 |
Schedule of Fair Value Warrant Granted | For the nine months ended September 30, 2023, the fair value of each warrant granted was estimated using the assumption and/or factors in the Black-Scholes Model as follows: Exercise price $ 10.00-12.50 Expected dividend yield 0 % Risk free interest rate 4.44 % Expected life in years 5.50 Expected volatility 171 % | For the year ended December 31, 2022, the fair value of each warrant granted was estimated using the assumption and/or factors in the Black-Scholes Model as follows: Exercise price $ 300.00-800.00 Expected dividend yield 0 % Risk free interest rate 2.55%-3.47% Expected life in years 5.00-5.50 Expected volatility 147%-165% For the year ended December 31, 2021, the fair value of each warrant issued was estimated using the assumption ranges and/or factors in the Black-Scholes Model as follows: Exercise price $ 8,000.00 Expected dividend yield 0 % Risk free interest rate 0.17%-0.42% Expected life in years 3.00-5.00 Expected volatility 154%-159% |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Taxes [Abstract] | |
Schedule of a Reconciliation of Income Tax Expense (Benefit) Computed at the Statutory Federal Income Tax Rate to Income Taxes | A reconciliation of income tax expense (benefit) computed at the statutory federal income tax rate to income taxes as reflected in the financial statements is as follows: 2022 2021 Income taxes at U.S. statutory rate 21 % 21 % State income taxes 1.6 6.9 Tax Credits 1.0 0.1 Permanent Differences/Others (10.5 ) (5.0 ) Change in valuation allowance (13.1 ) (23.0 ) Total provision for income taxes 0 % 0 % |
Schedule of Deferred Tax Assets and Liabilities | The significant components of the Company’s deferred tax assets and liabilities as of December 31, 2022 and 2021 are comprised of the following: Years Ended December 31, 2022 2021 Deferred tax assets Net operating loss carryforwards $ 13,499,811 $ 10,896,410 Tax credits carryforwards 430,468 161,943 Stock-based compensation 1,511,849 1,541,936 Lease liability 722,126 1,169,887 Section 174 Capitalization 1,547,343 - Loss on impairment of debt 3,288,363 4,140,318 Other 114,973 23,933 Total deferred tax assets 21,114,933 17,934,427 Valuation allowance (20,217,401 ) (16,670,590 ) Net deferred tax assets 897,533 1,263,837 Deferred tax liabilities Right of use assets (722,127 ) (1,169,887 ) Fixed assets (175,406 ) (93,950 ) Total deferred tax liabilities (897,533 ) (1,263,837 ) Net deferred taxes $ — $ — |
Organization and Nature of Bu_2
Organization and Nature of Business (Details) - USD ($) | 1 Months Ended | 9 Months Ended | |||||||||||||||||||||||||||
Sep. 01, 2023 | Aug. 31, 2023 | Sep. 20, 2022 | Sep. 13, 2022 | Dec. 06, 2021 | Dec. 06, 2021 | Oct. 20, 2021 | Oct. 18, 2021 | Aug. 31, 2021 | Aug. 31, 2023 | Aug. 17, 2023 | Apr. 20, 2023 | Dec. 20, 2022 | Sep. 30, 2022 | Sep. 20, 2022 | Sep. 16, 2022 | Sep. 16, 2022 | Jun. 15, 2022 | Oct. 31, 2021 | Oct. 20, 2021 | Aug. 31, 2021 | Sep. 30, 2023 | Sep. 30, 2022 | Jun. 29, 2023 | Dec. 31, 2022 | Aug. 11, 2022 | Jul. 19, 2022 | Dec. 31, 2021 | Mar. 08, 2018 | |
Organization and Nature of Business (Details) [Line Items] | |||||||||||||||||||||||||||||
Company issued | 4,123 | 4,123 | 1,417 | 2,292 | 2,292 | ||||||||||||||||||||||||
Purchase price per share | $ 4,800 | ||||||||||||||||||||||||||||
Gross proceeds | $ 4,250,000 | $ 11,000,000 | |||||||||||||||||||||||||||
Issued warrants to purchase of shares | 2,292 | ||||||||||||||||||||||||||||
Debt instrument term, description | The warrants have an exercise price of $5,060 per share and are exercisable for a five-year period commencing six months from the date of issuance. | ||||||||||||||||||||||||||||
Warrants exercise price | $ 3,000 | $ 3,000 | |||||||||||||||||||||||||||
Purchase of common stock | 115 | 115 | |||||||||||||||||||||||||||
Warrant exercise price | $ 61 | $ 240 | $ 240 | $ 240 | |||||||||||||||||||||||||
Exercise price per share | $ 2,300 | $ 3,000 | |||||||||||||||||||||||||||
Net of underwriting discounts | $ 3,910,000 | $ 3,910,000 | |||||||||||||||||||||||||||
Net proceeds | $ 17,200,000 | $ 16,000,000 | |||||||||||||||||||||||||||
Prefunded warrants shares | 4,164 | 4,164 | |||||||||||||||||||||||||||
Purchase of equity shares | 52,725 | 52,725 | 52,725 | 52,725 | |||||||||||||||||||||||||
Purchase shares | 83,333 | ||||||||||||||||||||||||||||
Exercise price term | $ 0.04 | $ 0.04 | |||||||||||||||||||||||||||
Reverse stock split | 1 for 50 | 1 for 40 | On September 13, 2022, the Company effectuated a 1 for 50 reverse stock split (the “2022 Reverse Split”). | ||||||||||||||||||||||||||
Common stock, issued | 2,292 | 10,200 | 2,292 | 157 | 30,609 | 4,747 | |||||||||||||||||||||||
Purchase price per share | $ 1 | ||||||||||||||||||||||||||||
Gross proceeds from issue of common stock | $ 9,086 | $ 10,547,867 | |||||||||||||||||||||||||||
Warrants issued to purchase of shares | 2,292 | 115 | 2,292 | 10,000 | |||||||||||||||||||||||||
Warrant exercise price | $ 10 | $ 2,300 | $ 2,300 | $ 5,060 | $ 10 | $ 34.4 | 240 | $ 5,060 | $ 240 | ||||||||||||||||||||
Warrant exercise price repriced | $ 12.5 | 3,000 | $ 2,300 | ||||||||||||||||||||||||||
Common stock, shares issued | 1,417 | 278 | |||||||||||||||||||||||||||
Public price per share | $ 3,000 | $ 0.001 | |||||||||||||||||||||||||||
Proceeds from public offering | $ 16,000,000 | $ 17,200,000 | |||||||||||||||||||||||||||
Units issued | 4,123 | ||||||||||||||||||||||||||||
Prefunded warrants | 4,164 | 4,164 | |||||||||||||||||||||||||||
Prefunded warrants exercise price | $ 0.04 | $ 0.04 | |||||||||||||||||||||||||||
Warrants to purchase shares | 83,333 | ||||||||||||||||||||||||||||
Purchase of common stock shares | 39,634 | ||||||||||||||||||||||||||||
Property management fees, description | (i) pre-funded warrants (the “Pre-Funded Warrants”) to purchase up to 1,000,000 shares of the Company’s common stock at an exercise price of $0.001 per share, and (ii) warrants (the “Common Warrants”) to purchase up to 1,000,000 shares of the Company’s Common Stock at an exercise price of $10.00 per share. | ||||||||||||||||||||||||||||
Proceeds from Issuance of private placement | $ 9,000,000 | ||||||||||||||||||||||||||||
Payments of outstanding obligation | $ 3,100,000 | 3,100,000 | |||||||||||||||||||||||||||
Repayment of debt | $ 400,000 | ||||||||||||||||||||||||||||
Warrant [Member] | |||||||||||||||||||||||||||||
Organization and Nature of Business (Details) [Line Items] | |||||||||||||||||||||||||||||
Prefunded warrants shares | 0.04 | 0.04 | |||||||||||||||||||||||||||
Warrants issued to purchase of shares | 2,379 | ||||||||||||||||||||||||||||
Warrant exercise price | $ 34.4 | $ 200 | |||||||||||||||||||||||||||
Common stock, shares issued | 60,000 | 60,000 | |||||||||||||||||||||||||||
Private Placement [Member] | |||||||||||||||||||||||||||||
Organization and Nature of Business (Details) [Line Items] | |||||||||||||||||||||||||||||
Property management fees, description | (i) pre-funded warrants (the “August Pre-Funded Warrants”) to purchase up to 1,000,000 shares of the Company’s common stock at an exercise price of $0.001 per share, and (ii) warrants (the “Common Warrants”) to purchase up to 1,000,000 shares of the Company’s Common Stock at an exercise price of $10.00 per share. | ||||||||||||||||||||||||||||
Common Stock [Member] | |||||||||||||||||||||||||||||
Organization and Nature of Business (Details) [Line Items] | |||||||||||||||||||||||||||||
Warrant exercise price | 6,000 | ||||||||||||||||||||||||||||
Exercise price per share | $ 30,609 | ||||||||||||||||||||||||||||
Maximum [Member] | |||||||||||||||||||||||||||||
Organization and Nature of Business (Details) [Line Items] | |||||||||||||||||||||||||||||
Exercise price term | $ 12.5 | ||||||||||||||||||||||||||||
Warrant exercise price | 6,000 | ||||||||||||||||||||||||||||
Warrant exercise price repriced | $ 495.8 | ||||||||||||||||||||||||||||
Common Stock [Member] | |||||||||||||||||||||||||||||
Organization and Nature of Business (Details) [Line Items] | |||||||||||||||||||||||||||||
Common stock, issued | 50,000 | ||||||||||||||||||||||||||||
Purchase price per share | $ 4,800 | $ 48.76 | $ 4,800 | ||||||||||||||||||||||||||
Gross proceeds from issue of common stock | $ 4,250,000 | $ 11,000,000 | $ 1,900,000 | ||||||||||||||||||||||||||
Warrants issued to purchase of shares | 2,378 | 2,378 | |||||||||||||||||||||||||||
Warrant exercise price | $ 0.001 | $ 61 | $ 0.001 | $ 61 | |||||||||||||||||||||||||
Common stock, shares issued | 30,608 | 30,608 | 367,902 | 107,698 | 22,271 |
Going Concern Analysis (Details
Going Concern Analysis (Details) - USD ($) | 9 Months Ended | 12 Months Ended | |||||||||
Sep. 15, 2023 | Apr. 17, 2023 | Mar. 31, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Aug. 31, 2023 | Jul. 11, 2023 | Jun. 29, 2023 | Apr. 18, 2023 | |
Going Concern Analysis (Details) [Line Items] | |||||||||||
Net loss cash flow from operating activities | $ 27,649,876 | ||||||||||
Interest paid | $ 15,267,550 | 22,049,040 | |||||||||
Cash balance | 1,651,354 | 2,768,640 | $ 7,872,061 | $ 1,000 | $ 10,000,000 | ||||||
Future funds | 51,500,000 | ||||||||||
Net loss | (21,412,626) | $ (19,466,710) | $ (27,649,876) | $ (46,371,364) | |||||||
Selling amount | $ 4,800,000 | ||||||||||
Market value of resgitering shares | $ 75,000,000 | ||||||||||
Minimum amount in stockholders’ equity | $ 35,000,000 | ||||||||||
Net income from continuing operations | 500,000 | ||||||||||
Price per share (in Dollars per share) | $ 1 | ||||||||||
Management [Member] | |||||||||||
Going Concern Analysis (Details) [Line Items] | |||||||||||
Minimum amount in stockholders’ equity | $ 2,500,000 | ||||||||||
Price per share (in Dollars per share) | $ 1 | ||||||||||
Stock issued (in Shares) | 500,000 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||
Allowance for doubtful accounts | $ 18,634 | $ 0 | ||||
Licensing fees | $ 117,291 | $ 256,589 | 263,273 | 76,455 | ||
Research and development expense | $ 898,724 | $ 1,570,540 | 2,771,100 | 4,186,842 | $ 7,268,084 | $ 5,042,617 |
Stock options issued (in Shares) | 1,127 | 1,127 | ||||
Restricted stock units (in Shares) | 187 | 390 | ||||
Dilutive earning shares (in Shares) | 127,281 | |||||
Warrants issued (in Shares) | 15,035 | |||||
Recognized an implied dividend | $ 37,667 | $ 102,267 | ||||
Allowance for doubtful accounts | $ 0 | 0 | $ 18,634 | |||
Research and development costs | $ 2,771,100 | $ 4,186,842 | ||||
Stock Options [Member] | ||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||
Anti dilutive securities excluded from calclulations of earnings per share (in Shares) | 1,127 | 1,127 | ||||
Unvested Restricted Stock Units [Member] | ||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||
Anti dilutive securities excluded from calclulations of earnings per share (in Shares) | 0 | 264 | ||||
Warrant [Member] | ||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||
Anti dilutive securities excluded from calclulations of earnings per share (in Shares) | 2,132,882 | 127,281 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Schedule of Useful Lives Assigned to Fixed Assets | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Computers [Member] | ||
Public Utility, Property, Plant and Equipment [Line Items] | ||
Useful lives assigned to fixed assets | Three years to five years | Three years to five years |
Lab Equipment [Member] | ||
Public Utility, Property, Plant and Equipment [Line Items] | ||
Useful lives assigned to fixed assets | Seven to ten years | Seven to ten years |
Office Furniture [Member] | ||
Public Utility, Property, Plant and Equipment [Line Items] | ||
Useful lives assigned to fixed assets | Five to ten years | Five to ten years |
Other Fixed Assets [Member] | ||
Public Utility, Property, Plant and Equipment [Line Items] | ||
Useful lives assigned to fixed assets | Five to ten years | Five to ten years |
Leasehold Improvements [Member] | ||
Public Utility, Property, Plant and Equipment [Line Items] | ||
Useful lives assigned to fixed assets | Shorter of estimated useful life or remaining lease term | Shorter of estimated useful life or remaining lease term |
Note Receivable (Details)
Note Receivable (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |||||||||||
Apr. 04, 2022 | Dec. 10, 2021 | Dec. 28, 2021 | Oct. 18, 2021 | Aug. 25, 2021 | Dec. 31, 2021 | Dec. 31, 2022 | Jan. 31, 2022 | Nov. 30, 2021 | Aug. 27, 2021 | Mar. 31, 2021 | Jan. 31, 2021 | Oct. 31, 2020 | |
Receivables [Abstract] | |||||||||||||
Completion of a proposed | $ 6,500,000 | ||||||||||||
Common stock yields percentage | 50% | ||||||||||||
Share exchange agreement, description | On December 28, 2021, we entered into a Share Exchange Agreement with Cellvera Global f/k/a AiPharma Global, pursuant to which we (i) will acquire 9.5% of the issued and outstanding equity interests in Cellvera Global in exchange for the issuance of 2,409 shares of our common stock of Aditxt and a cash payment of $250,000, at an initial closing upon the satisfaction or waiver of certain conditions to closing; and (ii) acquire the remaining 90.5% of the issued and outstanding equity interests in Cellvera Global in exchange for the issuance of 19,964shares of our common stock and a cash payment of $250,000 at a secondary closing upon the satisfaction or waiver of certain conditions to closing. | ||||||||||||
Principal amount | $ 6,500,000 | ||||||||||||
Interest rate per annum | 8% | 8% | 8% | 8% | |||||||||
Credit agreement amendment, description | the Company entered into the first amendment to the Credit Agreement with Cellvera Global and certain affiliated entities (the “Credit Agreement Amendment”), pursuant to which the Company agreed to increase the amount which Cellvera Global was permitted to borrow under the Credit Agreement by $8.5 million to an aggregate of $15.0 million, of which $6.5 million was outstanding prior to entering the Credit Agreement Amendment. The Company agreed to fund such additional borrowings, as requested by Cellvera Global, by advancing 70% of any amounts received by the Company from the exercise of existing warrants or any other capital raises, including the October Offering. | ||||||||||||
Advanced credit agreement | $ 8,000,000 | ||||||||||||
Credit agreement | 14,500,000 | ||||||||||||
Note receivable amount | $ 14,500,000 | ||||||||||||
Credit agreement | $ 14,500,000 | ||||||||||||
Aggregate amount | $ 30,000,000 | ||||||||||||
Principal amount | $ 500,000 | ||||||||||||
Debt loan amount | 4,500,000 | ||||||||||||
Loan interest rate | $ 8 | ||||||||||||
Accrued interest | $ 500,000 |
Fixed Assets (Details)
Fixed Assets (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||
Mar. 31, 2021 | Jan. 31, 2021 | Oct. 31, 2020 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Nov. 30, 2021 | |
Fixed Assets (Details) [Line Items] | ||||||||||
Depreciation expense | $ 109,611 | $ 99,980 | $ 329,411 | $ 296,685 | $ 428,977 | $ 369,236 | ||||
Carrying value | 1,359,091 | $ 1,690,420 | ||||||||
Monthly payment | $ 37,171 | $ 9,733 | $ 19,487 | |||||||
Interest rate | 8% | 8% | 8% | 8% | ||||||
Fixed assets carrying value | $ 1,316,830 | $ 1,316,830 | $ 1,359,091 | |||||||
Lab equipment monthly payment | $ 37,171 | $ 9,733 | $ 19,487 | |||||||
Financed Assets [Member] | ||||||||||
Fixed Assets (Details) [Line Items] | ||||||||||
Interest rate | 8% | 8% | 8% |
Fixed Assets (Details) - Schedu
Fixed Assets (Details) - Schedule of Fixed Assets - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | |||
Cost Basis | $ 3,149,258 | $ 3,134,850 | $ 2,654,307 |
Accumulated Depreciation | (1,145,399) | (815,987) | (387,010) |
Net | 2,003,859 | 2,318,863 | 2,267,297 |
Computers [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Cost Basis | 378,480 | 376,429 | 312,489 |
Accumulated Depreciation | (292,655) | (197,907) | (75,053) |
Net | 85,825 | 178,522 | 237,436 |
Lab Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Cost Basis | 2,585,077 | 2,572,720 | 2,240,252 |
Accumulated Depreciation | (789,781) | (579,015) | (306,688) |
Net | 1,795,296 | 1,993,705 | 1,933,564 |
Office Furniture [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Cost Basis | 56,656 | 56,656 | 90,757 |
Accumulated Depreciation | (12,449) | (8,200) | (4,857) |
Net | 44,207 | 48,456 | 85,900 |
Other Fixed Assets [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Cost Basis | 8,605 | 8,605 | 10,809 |
Accumulated Depreciation | (1,869) | (1,224) | (412) |
Net | 6,736 | 7,381 | $ 10,397 |
Leasehold Improvements [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Cost Basis | 120,440 | 120,440 | |
Accumulated Depreciation | (48,645) | (29,641) | |
Net | $ 71,795 | $ 90,799 |
Fixed Assets (Details) - Sche_2
Fixed Assets (Details) - Schedule of Maturities | Dec. 31, 2022 USD ($) |
Schedule Of Maturities Abstract | |
2023 | $ 111,512 |
2024 | |
2025 | |
2026 | |
2027 | |
Thereafter | |
Total Payments | $ 111,512 |
Intangible Assets (Details)
Intangible Assets (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Intangible Assets [Abstract] | ||||||
Amortization expense | $ 107,000 | $ 107,000 | ||||
Estimated useful life | 3 years | |||||
Amortization expense | $ 26,750 | $ 26,750 | $ 80,250 | $ 80,250 | $ 107,000 | $ 107,000 |
Intangible Assets (Details) - S
Intangible Assets (Details) - Schedule of Intangible Assets - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Proprietary Technology [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost Basis | $ 321,000 | $ 321,000 |
Accumulated Amortization | (214,000) | (107,000) |
Net | 107,000 | 214,000 |
Total Intangible Assets [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost Basis | 321,000 | 321,000 |
Accumulated Amortization | (214,000) | (107,000) |
Net | $ 107,000 | $ 214,000 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||||
Jun. 12, 2023 | Oct. 07, 2022 | Jul. 19, 2022 | Jan. 28, 2022 | May 25, 2023 | Apr. 21, 2023 | Jul. 21, 2022 | Mar. 31, 2023 | Dec. 31, 2022 | Oct. 18, 2021 | |
Related Party Transactions (Details) [Line Items] | ||||||||||
Preferred stock, par value (in Dollars per share) | $ 0.001 | $ 3,000 | ||||||||
Cash | $ 20,000 | $ 507,016 | ||||||||
Preferred stock votes (in Shares) | 250,000,000 | |||||||||
Cash received on consideration | $ 20,000 | |||||||||
Accrue interest rate | 4.75% | |||||||||
Promissory note amount | $ 80,000 | |||||||||
Accrued interest | 119,444 | |||||||||
Chief Financial Officer [Member] | ||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||
Restricted stock of shares (in Shares) | 240 | |||||||||
Chief Executive Officer [Member] | ||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||
Restricted stock issued | $ 146,613 | |||||||||
Loaned amount | $ 80,000 | |||||||||
Accrued interest | $ 812 | |||||||||
Unsecured Promissory Note [Member] | ||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||
Accrue interest rate | 8.25% | 8.25% | 8% | |||||||
Chief Executive Officer [Member] | ||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||
Loaned amount | $ 200,000 | $ 200,000 | $ 87,523 | |||||||
Cheif Innovoation Officer [Member] | ||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||
Loaned amount | $ 100,000 | $ 100,000 |
Notes Payable (Details)
Notes Payable (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||||||||||||||||||
Aug. 23, 2023 | Jul. 24, 2023 | Jul. 03, 2023 | Jul. 03, 2023 | Apr. 24, 2023 | Feb. 21, 2023 | Sep. 16, 2022 | Aug. 31, 2022 | Aug. 11, 2022 | Aug. 04, 2022 | May 27, 2022 | May 30, 2023 | Apr. 20, 2023 | Sep. 30, 2022 | Sep. 16, 2022 | Sep. 16, 2022 | Jun. 15, 2022 | Aug. 31, 2021 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Sep. 05, 2023 | Aug. 31, 2023 | Apr. 18, 2023 | Apr. 04, 2023 | Dec. 07, 2022 | Oct. 18, 2021 | Aug. 25, 2021 | |
Notes Payable (Details) [Line Items] | |||||||||||||||||||||||||||||||
Aggregate amount | $ 288,000 | $ (94,195) | $ (94,195) | ||||||||||||||||||||||||||||
Gross proceeds | $ 1,500,000 | $ 500,000 | $ 500,000 | $ 550,000 | $ 1,350,000 | ||||||||||||||||||||||||||
Origination fee | $ 10,750 | 20,000 | 16,500 | ||||||||||||||||||||||||||||
Professional service fee | 13,500 | ||||||||||||||||||||||||||||||
Repayment amount | 14,400 | $ 77,000 | $ 28,000 | ||||||||||||||||||||||||||||
Gross proceeds | $ 200,000 | $ (3,206,887) | $ (315,790) | ||||||||||||||||||||||||||||
Exercise price (in Dollars per share) | $ 300 | ||||||||||||||||||||||||||||||
Principal amount percentage | 10% | ||||||||||||||||||||||||||||||
Offering expenses | $ 1,150,000 | ||||||||||||||||||||||||||||||
Common stock shares (in Shares) | 278 | 1,417 | |||||||||||||||||||||||||||||
Warrant to purchase shares (in Shares) | 1,180 | 60,000 | |||||||||||||||||||||||||||||
Purchase amount | $ 555,556 | ||||||||||||||||||||||||||||||
Conversion Price (in Dollars per share) | $ 471.2 | ||||||||||||||||||||||||||||||
Warrant exercise price (in Dollars per share) | $ 300 | ||||||||||||||||||||||||||||||
Warrant exercise price (in Dollars per share) | $ 61 | $ 240 | $ 240 | $ 240 | |||||||||||||||||||||||||||
Principal amount | $ 215,000 | $ 555,555 | |||||||||||||||||||||||||||||
Principal balance | $ 2,388,888 | ||||||||||||||||||||||||||||||
Prepayment | 238,889 | ||||||||||||||||||||||||||||||
Accrued interest | 119,444 | ||||||||||||||||||||||||||||||
Aggregate amount | $ 2,000,000 | $ 1,041,722 | $ 1,041,722 | $ 1,060,000 | |||||||||||||||||||||||||||
Origination fee | $ 70,000 | $ 60,000 | 75,000 | 100,000 | $ 60,000 | ||||||||||||||||||||||||||
Gross proceeds from loan | 2,000,000 | $ 1,600,000 | |||||||||||||||||||||||||||||
Future receipts agreement | 1,157,143 | ||||||||||||||||||||||||||||||
Net proceeds | 860,500 | 742,857 | |||||||||||||||||||||||||||||
Business loan and security agreement description | The total amount of interest and fees payable by the Company to the Lender under the Loan (the “July Repayment Amount”) will be (i) $322,285 and will be repaid in 13 weekly installments of $24,500 with a final payment of $3,785 in the fourteenth week. As of September 30, 2023, the note was fully paid off. | ||||||||||||||||||||||||||||||
Loan principal amount | 1,400,000 | 1,060,000 | $ 14,500,000 | ||||||||||||||||||||||||||||
Total amount of interest and fees payable | 2,079,000 | 1,590,000 | 2,880,000 | ||||||||||||||||||||||||||||
Unamortized debt discount | 39,286 | $ 39,286 | |||||||||||||||||||||||||||||
Common stock value | 368 | 368 | 108 | ||||||||||||||||||||||||||||
Debt discount | $ 164,775 | 744,956 | $ 1,530,102 | $ 921,242 | $ 1,533,048 | $ 1,533,048 | $ 1,845,358 | ||||||||||||||||||||||||
Conversion price per share (in Dollars per share) | $ 18 | $ 18 | |||||||||||||||||||||||||||||
Investores | $ 10,066 | ||||||||||||||||||||||||||||||
Common Stock [Member] | |||||||||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | |||||||||||||||||||||||||||||||
Warrant exercise price (in Dollars per share) | $ 6,000 | ||||||||||||||||||||||||||||||
Share issued (in Shares) | 27,344 | ||||||||||||||||||||||||||||||
August 2022 Warrants [Member] | |||||||||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | |||||||||||||||||||||||||||||||
Common stock shares (in Shares) | 639 | ||||||||||||||||||||||||||||||
Warrant to purchase shares (in Shares) | 2,713 | ||||||||||||||||||||||||||||||
August 2022 Follow On Warrants [Member] | |||||||||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | |||||||||||||||||||||||||||||||
Common stock shares (in Shares) | 278 | 278 | 278 | ||||||||||||||||||||||||||||
Warrant to purchase shares (in Shares) | 1,852 | 1,852 | 1,852 | ||||||||||||||||||||||||||||
April Repayment Amount [Member] | |||||||||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | |||||||||||||||||||||||||||||||
Business loan and security agreement description | (i) $1,000,000 if paid prior to April 6, 2023, (ii) $1,219,000 if paid prior to April 10, 2023, or (iii) $1,590,000 if paid after April 10, 2023, and will be repaid in 20 weekly installments of $79,500 commencing on April 10, 2023 and ending on August 21, 2023. | ||||||||||||||||||||||||||||||
Loan Agreement [Member] | |||||||||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | |||||||||||||||||||||||||||||||
Principal amount | $ 1,160,962 | ||||||||||||||||||||||||||||||
Installment amount | $ 99,000 | 79,500 | 102,857 | ||||||||||||||||||||||||||||
Unamortized debt discount | 53,333 | 53,333 | |||||||||||||||||||||||||||||
Securities Purchase Agreement [Member] | |||||||||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | |||||||||||||||||||||||||||||||
Gross proceeds | $ 250,000 | ||||||||||||||||||||||||||||||
Principal amount percentage | 19.99% | ||||||||||||||||||||||||||||||
Aggregate amount | $ 375,000 | $ 375,000 | |||||||||||||||||||||||||||||
Share issued (in Shares) | 3,907 | 3,907 | |||||||||||||||||||||||||||||
Common stock value | $ 33,792 | $ 33,792 | |||||||||||||||||||||||||||||
Second Tranche Note [Member] | |||||||||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | |||||||||||||||||||||||||||||||
Gross proceeds | $ 1,750,000 | ||||||||||||||||||||||||||||||
Principal amount percentage | 19.99% | ||||||||||||||||||||||||||||||
Accrued interest | 88,027 | ||||||||||||||||||||||||||||||
Aggregate amount | $ 2,625,000 | 2,625,000 | 2,625,000 | ||||||||||||||||||||||||||||
Unamortized debt discount | $ 1,100,000 | $ 640,395 | $ 640,395 | ||||||||||||||||||||||||||||
Share issued (in Shares) | 17,278 | ||||||||||||||||||||||||||||||
Common stock value | $ 38,026 | ||||||||||||||||||||||||||||||
Conversion price per share (in Dollars per share) | $ 15.6 | ||||||||||||||||||||||||||||||
Future Receipts Agreement[Member] | |||||||||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | |||||||||||||||||||||||||||||||
Aggregate amount | $ 792,000 | ||||||||||||||||||||||||||||||
Exercise price (in Dollars per share) | $ 300 | ||||||||||||||||||||||||||||||
Aggregate amount | $ 2,160,000 | ||||||||||||||||||||||||||||||
Origination fee | $ 100,000 | ||||||||||||||||||||||||||||||
Investor [Member] | |||||||||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | |||||||||||||||||||||||||||||||
Warrant to purchase common shares (in Shares) | 667 | ||||||||||||||||||||||||||||||
Sale of net issuance cost | $ 1,277,778 | ||||||||||||||||||||||||||||||
April Loan Agreement [Member] | |||||||||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | |||||||||||||||||||||||||||||||
Principal amount | 139,500 | ||||||||||||||||||||||||||||||
Gross proceeds from loan | $ 1,000,000 |
Leases (Details)
Leases (Details) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 USD ($) ft² | Dec. 31, 2022 m² ft² | |
Leases (Details) [Line Items] | ||
Aggregate amount | $ | $ 300,000 | |
Virginia [Member] | ||
Leases (Details) [Line Items] | ||
Net lease | m² | 25,000 | |
Lease expires | August 2026 | |
California [Member] | ||
Leases (Details) [Line Items] | ||
Net lease | 5,810 | |
Lease expires | August 2024 | |
New York [Member] | ||
Leases (Details) [Line Items] | ||
Net lease | m² | 3,150 | |
Lease expires | December 2024 | |
Virginia [Member] | ||
Leases (Details) [Line Items] | ||
Lease expires | August 2026 | |
Area of land | 25,000 | |
California [Member] | ||
Leases (Details) [Line Items] | ||
Lease expires | August 2024 | |
Area of land | 5,810 | |
New York [Member] | ||
Leases (Details) [Line Items] | ||
Lease expires | December 2024 | |
Area of land | 3,150 |
Leases (Details) - Schedule of
Leases (Details) - Schedule of Lease Costs - USD ($) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule Of Lease Costs Abstract | ||||
Operating lease expense | $ 963,213 | $ 988,381 | $ 1,396,875 | $ 819,587 |
Total lease costs | $ 963,213 | $ 988,381 | $ 1,396,875 | $ 819,587 |
Leases (Details) - Schedule o_2
Leases (Details) - Schedule of ROU Lease Assets and Lease Liabilities for our Operating Leases - USD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Assets | |||
Right of use asset – long term | $ 2,454,886 | $ 3,160,457 | $ 4,097,117 |
Total right of use asset | 2,454,886 | 3,160,457 | 4,097,117 |
Liabilities | |||
Operating lease liabilities – short term | 1,081,377 | 1,086,658 | 1,145,126 |
Operating lease liabilities – long term | $ 1,203,876 | 1,885,218 | 2,765,933 |
Total lease liability | $ 2,971,876 | $ 3,911,059 |
Leases (Details) - Schedule o_3
Leases (Details) - Schedule of Lease Terms and Discount Rate | Sep. 30, 2023 | Dec. 31, 2022 |
Schedule Of Lease Terms And Discount Rate Abstract | ||
Weighted average remaining lease term (in years) – operating leases | 2 years 3 months 14 days | 2 years 8 months 12 days |
Weighted average discount rate – operating leases | 8% | 8% |
Leases (Details) - Schedule o_4
Leases (Details) - Schedule of Maturities of Leases - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Schedule of Maturities of Leases [Abstract] | ||
2023 | $ 285,991 | $ 1,129,853 |
2024 | 1,004,982 | 1,004,982 |
2025 | 710,546 | 710,546 |
2026 | 423,930 | 423,930 |
2027 | ||
Thereafter | ||
Total lease payments | 2,425,449 | 3,269,311 |
Less imputed interest | $ (140,194) | (297,436) |
Less current portion | (1,086,657) | |
Total maturities, due beyond one year | $ 1,885,218 |
Commitments & Contingencies (De
Commitments & Contingencies (Details) - USD ($) | 1 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||||||||||||||||
Sep. 07, 2023 | Jul. 21, 2023 | Oct. 07, 2022 | Feb. 03, 2020 | Feb. 03, 2020 | Mar. 31, 2027 | Mar. 31, 2026 | Mar. 31, 2024 | Apr. 18, 2023 | Mar. 31, 2022 | Jul. 31, 2020 | Jun. 30, 2020 | Feb. 29, 2020 | Mar. 31, 2019 | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2018 | Aug. 31, 2023 | Aug. 23, 2023 | Jul. 11, 2023 | Apr. 24, 2023 | Apr. 20, 2023 | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 06, 2021 | Aug. 31, 2021 | Mar. 08, 2018 | |
Commitments & Contingencies (Details) [Line Items] | |||||||||||||||||||||||||||
Shares of common stock (in Shares) | 13 | ||||||||||||||||||||||||||
License fee paid amount | $ 455,000 | ||||||||||||||||||||||||||
License milestone payment due | $ 175,000 | ||||||||||||||||||||||||||
Payment due | 175,000 | ||||||||||||||||||||||||||
Extension fee | 100,000 | ||||||||||||||||||||||||||
Technology rights | $ 60,000 | $ 70,000 | |||||||||||||||||||||||||
Final payment | $ 60,000 | ||||||||||||||||||||||||||
Net Product percentage | 0.75% | 0.75% | |||||||||||||||||||||||||
Fee paid | $ 20,000 | $ 25,000 | $ 25,000 | 100,000 | |||||||||||||||||||||||
Required to pay | $ 25,000 | ||||||||||||||||||||||||||
Payment of milestone fees | $ 50,000 | 50,000 | |||||||||||||||||||||||||
Regulatory clearance | $ 25,000 | $ 25,000 | |||||||||||||||||||||||||
Potential | $ 25,000 | ||||||||||||||||||||||||||
Financial revenue | $ 10,000,000 | ||||||||||||||||||||||||||
License maintenance fees description | In addition to the annual license maintenance fees outlined above, we are obligated pay Stanford royalties on Net Sales (as such term is defined in the February 2020 License Agreement) during the of the term of the agreement as follows: 4% when Net Sales are below or equal to $5 million annually or 6% when Net Sales are above $5 million annually. | In addition to the annual license maintenance fees outlined above, we will pay Stanford royalties on Net Sales (as such term is defined in the February 2020 License Agreement) during the of the term of the agreement as follows: 4% when Net Sales are below or equal to $5 million annually or 6% when Net Sales are above $5 million annually. | |||||||||||||||||||||||||
Warrants issued to purchase of common stock (in Shares) | 115 | 2,292 | 10,000 | ||||||||||||||||||||||||
Warrants exercise price (in Dollars per share) | $ 10 | $ 34.4 | $ 240 | $ 2,300 | $ 5,060 | ||||||||||||||||||||||
Warrant expiration date | Mar. 08, 2023 | ||||||||||||||||||||||||||
Common stock to LLU (in Shares) | 500 | ||||||||||||||||||||||||||
Milestone payments due year one | $ 175,000 | ||||||||||||||||||||||||||
Milestone payments due year three | 100,000 | ||||||||||||||||||||||||||
Milestone payments due year five | 500,000 | ||||||||||||||||||||||||||
Milestone payments due year there after | $ 500,000 | ||||||||||||||||||||||||||
Expiration period | 3 years | ||||||||||||||||||||||||||
Common stock to stanford (in Shares) | 375 | ||||||||||||||||||||||||||
Payments related to payments | $ 25,000 | ||||||||||||||||||||||||||
Asset purchase agreement | $ 24,500,000 | ||||||||||||||||||||||||||
Loan | 14,500,000 | $ 1,400,000 | $ 1,060,000 | ||||||||||||||||||||||||
Cash | $ 10,000,000 | 1,651,354 | $ 2,768,640 | $ 1,000 | $ 7,872,061 | ||||||||||||||||||||||
Payments term | 7 years | ||||||||||||||||||||||||||
Off balance sheet, liability milestone payments | 1,800,000 | ||||||||||||||||||||||||||
Accrued salary and wages | $ 122,292 | ||||||||||||||||||||||||||
Initial Payment | 32,576 | ||||||||||||||||||||||||||
Amount of damaged stock | $ 2,000,000 | ||||||||||||||||||||||||||
Accrued loss of potential liability | $ 1,600,000 | ||||||||||||||||||||||||||
Minimum [Member] | |||||||||||||||||||||||||||
Commitments & Contingencies (Details) [Line Items] | |||||||||||||||||||||||||||
Maintenance fee | $ 40,000 | 40,000 | |||||||||||||||||||||||||
Maximum [Member] | |||||||||||||||||||||||||||
Commitments & Contingencies (Details) [Line Items] | |||||||||||||||||||||||||||
Maintenance fee | $ 60,000 | $ 60,000 | |||||||||||||||||||||||||
Warrants exercise price (in Dollars per share) | $ 6,000 | ||||||||||||||||||||||||||
License Agreement [Member] | |||||||||||||||||||||||||||
Commitments & Contingencies (Details) [Line Items] | |||||||||||||||||||||||||||
Net Product percentage | 1.50% | 1.50% | |||||||||||||||||||||||||
Warrant [Member] | |||||||||||||||||||||||||||
Commitments & Contingencies (Details) [Line Items] | |||||||||||||||||||||||||||
Warrants issued to purchase of common stock (in Shares) | 2,379 | ||||||||||||||||||||||||||
Warrants exercise price (in Dollars per share) | $ 34.4 | $ 200 | |||||||||||||||||||||||||
Common Stock [Member] | |||||||||||||||||||||||||||
Commitments & Contingencies (Details) [Line Items] | |||||||||||||||||||||||||||
Shares issued (in Shares) | 10 | ||||||||||||||||||||||||||
Warrants issued to purchase of common stock (in Shares) | 2,378 | ||||||||||||||||||||||||||
Warrants exercise price (in Dollars per share) | $ 0.001 | $ 61 | |||||||||||||||||||||||||
GRA [Member] | |||||||||||||||||||||||||||
Commitments & Contingencies (Details) [Line Items] | |||||||||||||||||||||||||||
Ownership interest percentage | 50% | ||||||||||||||||||||||||||
Agility Inc [Member] | |||||||||||||||||||||||||||
Commitments & Contingencies (Details) [Line Items] | |||||||||||||||||||||||||||
Ownership interest percentage | 50% | ||||||||||||||||||||||||||
Mr. Shatzkes [Member] | Employment Contracts [Member] | Minimum [Member] | |||||||||||||||||||||||||||
Commitments & Contingencies (Details) [Line Items] | |||||||||||||||||||||||||||
Base compensation | 290,000 | ||||||||||||||||||||||||||
Mr. Shatzkes [Member] | Employment Contracts [Member] | Maximum [Member] | |||||||||||||||||||||||||||
Commitments & Contingencies (Details) [Line Items] | |||||||||||||||||||||||||||
Base compensation | $ 385,000 | ||||||||||||||||||||||||||
Forecast [Member] | |||||||||||||||||||||||||||
Commitments & Contingencies (Details) [Line Items] | |||||||||||||||||||||||||||
License milestone payment due | $ 500,000 | $ 500,000 | $ 100,000 |
Stockholders_ Equity (Deficit_2
Stockholders’ Equity (Deficit) (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||
Sep. 01, 2023 | Aug. 31, 2023 | Feb. 21, 2023 | Oct. 07, 2022 | Sep. 16, 2022 | Sep. 13, 2022 | Aug. 11, 2022 | May 27, 2022 | Oct. 31, 2021 | Aug. 31, 2021 | Feb. 03, 2020 | Feb. 03, 2020 | Aug. 31, 2023 | Aug. 17, 2023 | May 30, 2023 | Apr. 20, 2023 | Dec. 20, 2022 | Sep. 30, 2022 | Sep. 16, 2022 | Sep. 16, 2022 | Jun. 15, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Oct. 20, 2021 | Aug. 31, 2021 | Feb. 24, 2021 | Jul. 19, 2019 | Oct. 31, 2017 | Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Oct. 31, 2021 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Jul. 11, 2023 | Apr. 18, 2023 | Sep. 20, 2022 | Jul. 19, 2022 | Dec. 06, 2021 | Oct. 18, 2021 | May 24, 2021 | Mar. 08, 2018 | |
Stockholders’ Equity (Deficit) (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Common stock, par value (in Dollars per share) | $ 0.001 | |||||||||||||||||||||||||||||||||||||||||||||||
Company issued shares (in Shares) | 4,675 | 3,707 | 31 | |||||||||||||||||||||||||||||||||||||||||||||
Stock-based compensation | $ 507,558 | |||||||||||||||||||||||||||||||||||||||||||||||
Sale in a private placement (in Shares) | 1,000,000 | 1,000,000 | ||||||||||||||||||||||||||||||||||||||||||||||
Recognized expense | $ 1,843,902 | |||||||||||||||||||||||||||||||||||||||||||||||
Company issued shares (in Shares) | 1,457 | |||||||||||||||||||||||||||||||||||||||||||||||
Issue of common stock (in Shares) | 2,292 | 10,200 | 4,747 | 2,292 | 157 | 157 | 30,609 | 4,747 | ||||||||||||||||||||||||||||||||||||||||
Stock based compensation | $ 254,242 | |||||||||||||||||||||||||||||||||||||||||||||||
Shares of common stock (in Shares) | 1,417 | 4,124 | 1 | 2,402 | 41 | |||||||||||||||||||||||||||||||||||||||||||
Exercise of warrants and received | $ 495.8 | $ 1,109,574 | $ 3,727,285 | |||||||||||||||||||||||||||||||||||||||||||||
Settlement of accounts payable shares (in Shares) | 13 | |||||||||||||||||||||||||||||||||||||||||||||||
Common stock, shares issued (in Shares) | 2,292 | 2,292 | ||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, shares authorized (in Shares) | 3,000,000 | 3,000,000 | 3,000,000 | 3,000,000 | 3,000,000 | |||||||||||||||||||||||||||||||||||||||||||
Common stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||||||||||||||||||||||||||||||||||||
Purchaser cash | $ 20,000 | $ 20,000 | ||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock outstanding (in Shares) | 0 | 250,000,000 | 0 | 0 | 0 | 0 | 250,000,000 | |||||||||||||||||||||||||||||||||||||||||
Redemption preferred stock | $ 20,000 | $ 20,000 | ||||||||||||||||||||||||||||||||||||||||||||||
Company paid | $ 20,000 | $ 25,000 | $ 25,000 | $ 100,000 | ||||||||||||||||||||||||||||||||||||||||||||
Preferred stock share (in Shares) | 1 | |||||||||||||||||||||||||||||||||||||||||||||||
Recognized expense (in Shares) | 1,250 | |||||||||||||||||||||||||||||||||||||||||||||||
Granted stock options (in Shares) | 60,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Fair market value | 100% | |||||||||||||||||||||||||||||||||||||||||||||||
Company granted (in Shares) | 47 | |||||||||||||||||||||||||||||||||||||||||||||||
Weighted average grant | $ 335.6 | |||||||||||||||||||||||||||||||||||||||||||||||
Exercisable options (in Shares) | 1,127 | 1,127 | 1,072 | |||||||||||||||||||||||||||||||||||||||||||||
Weighted average exercise price per share (in Dollars per share) | $ 6,802.93 | $ 6,940 | ||||||||||||||||||||||||||||||||||||||||||||||
Stock options shares (in Shares) | 791,187 | |||||||||||||||||||||||||||||||||||||||||||||||
Share based payment remaining expenses | $ 0 | |||||||||||||||||||||||||||||||||||||||||||||||
Vesting expense | 308,479 | $ 993,462 | $ 826,795 | |||||||||||||||||||||||||||||||||||||||||||||
General and administrative expenses | 24,429 | 105,049 | 587,209 | |||||||||||||||||||||||||||||||||||||||||||||
General and administrative expenses | $ 504,699 | $ 239,586 | ||||||||||||||||||||||||||||||||||||||||||||||
Warrants issued (in Shares) | 162,439 | 16,957 | 162,439 | |||||||||||||||||||||||||||||||||||||||||||||
Warrants issued and vesting | $ 609,748 | |||||||||||||||||||||||||||||||||||||||||||||||
Remaining expensed | $ 0 | $ 0 | ||||||||||||||||||||||||||||||||||||||||||||||
Weighted average vesting term | 0 years | 2 months 19 days | ||||||||||||||||||||||||||||||||||||||||||||||
Proceeds from exercised | $ 4,486 | |||||||||||||||||||||||||||||||||||||||||||||||
Warrants exercise price (in Dollars per share) | $ 12.5 | $ 3,000 | $ 2,300 | |||||||||||||||||||||||||||||||||||||||||||||
Gross proceeds | $ 1,500,000 | $ 500,000 | $ 500,000 | $ 550,000 | $ 1,350,000 | |||||||||||||||||||||||||||||||||||||||||||
Share purchase (in Shares) | 83,333 | |||||||||||||||||||||||||||||||||||||||||||||||
Fair value of warrant | $ 3,759,044 | |||||||||||||||||||||||||||||||||||||||||||||||
Offering Reflecting Reduced Exercise Price, Per Share (in Dollars per share) | $ 495.8 | |||||||||||||||||||||||||||||||||||||||||||||||
Research and development expenses | $ 2,771,100 | 4,186,842 | ||||||||||||||||||||||||||||||||||||||||||||||
Vested, share (in Shares) | 463 | |||||||||||||||||||||||||||||||||||||||||||||||
Reverse stock split description | 1 for 50 | 1 for 40 | On September 13, 2022, the Company effectuated a 1 for 50 reverse stock split (the “2022 Reverse Split”). | |||||||||||||||||||||||||||||||||||||||||||||
Stock based compensation for consulting services | $ 168,300 | $ 250,000 | $ 3,719 | $ 168,300 | $ 507,558 | $ 336,117 | ||||||||||||||||||||||||||||||||||||||||||
Restricted stock issuance | $ 94,028 | $ 103,264 | 111,187 | $ 293,119 | 309,704 | 377,671 | 1,843,902 | |||||||||||||||||||||||||||||||||||||||||
Restricted stock vested (in Shares) | 170 | |||||||||||||||||||||||||||||||||||||||||||||||
Sale of share price (in Dollars per share) | $ 0.001 | $ 3,000 | ||||||||||||||||||||||||||||||||||||||||||||||
Net proceeds paying commissions | $ 507,016 | |||||||||||||||||||||||||||||||||||||||||||||||
Payments to repurchase of preferred stock | $ 20,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, value | $ 1,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Cash | $ 7,872,061 | $ 1,651,354 | 1,651,354 | 2,768,640 | 7,872,061 | $ 1,000 | $ 10,000,000 | |||||||||||||||||||||||||||||||||||||||||
Options granted and vesting expense | 0 | 660,191 | ||||||||||||||||||||||||||||||||||||||||||||||
Proceeds from issuance of common stock | $ 9,086 | $ 10,547,867 | ||||||||||||||||||||||||||||||||||||||||||||||
Warrant exercised | $ 6,128 | |||||||||||||||||||||||||||||||||||||||||||||||
Exercise price per share (in Dollars per share) | $ 10 | $ 5,060 | $ 10 | $ 34.4 | $ 240 | $ 5,060 | $ 240 | $ 240 | $ 2,300 | |||||||||||||||||||||||||||||||||||||||
Common stock share issued (in Shares) | 278 | 1,417 | ||||||||||||||||||||||||||||||||||||||||||||||
Warrants to purchase of common stock (in Shares) | 2,292 | 115 | 2,292 | 10,000 | ||||||||||||||||||||||||||||||||||||||||||||
Share purchase price (in Dollars per share) | $ 48.76 | |||||||||||||||||||||||||||||||||||||||||||||||
Proceeds from loans | $ 2,000,000 | $ 1,600,000 | ||||||||||||||||||||||||||||||||||||||||||||||
Commissions and closing fees | $ 291,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Exercisable | 3 years | |||||||||||||||||||||||||||||||||||||||||||||||
Warrant exercise price, additions (in Dollars per share) | $ 61 | $ 240 | $ 240 | $ 240 | ||||||||||||||||||||||||||||||||||||||||||||
Property management fees, description | (i) pre-funded warrants (the “Pre-Funded Warrants”) to purchase up to 1,000,000 shares of the Company’s common stock at an exercise price of $0.001 per share, and (ii) warrants (the “Common Warrants”) to purchase up to 1,000,000 shares of the Company’s Common Stock at an exercise price of $10.00 per share. | |||||||||||||||||||||||||||||||||||||||||||||||
Warrants shares issued (in Shares) | 60,000 | 1,180 | 60,000 | |||||||||||||||||||||||||||||||||||||||||||||
Warrants term | 5 years 6 months | 5 years 6 months | 5 years | 5 years | ||||||||||||||||||||||||||||||||||||||||||||
Common stock, value | $ 368 | $ 368 | 108 | |||||||||||||||||||||||||||||||||||||||||||||
Warrants issued black scholes valuation | $ 1,900,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Proceeds from Issuance of private placement | $ 9,000,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Payments of outstanding obligation | $ 3,100,000 | 3,100,000 | ||||||||||||||||||||||||||||||||||||||||||||||
Repayment of debt | $ 400,000 | |||||||||||||||||||||||||||||||||||||||||||||||
General and administrative | 7,169,863 | $ 3,919,618 | 15,209,789 | $ 12,332,728 | 15,985,552 | 22,084,389 | ||||||||||||||||||||||||||||||||||||||||||
Research and development | $ 898,724 | 1,570,540 | $ 2,771,100 | 4,186,842 | $ 7,268,084 | 5,042,617 | ||||||||||||||||||||||||||||||||||||||||||
2017 Equity Incentive Plan [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Stockholders’ Equity (Deficit) (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Recognized expense (in Shares) | 2,500,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Common Stock [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Stockholders’ Equity (Deficit) (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Company issued shares (in Shares) | 231 | |||||||||||||||||||||||||||||||||||||||||||||||
Warrant issued (in Shares) | 44,173 | 44,173 | ||||||||||||||||||||||||||||||||||||||||||||||
Stock based compensation for consulting services | 5 | (1) | 1 | 1 | $ 5 | |||||||||||||||||||||||||||||||||||||||||||
Restricted stock issuance | 1 | |||||||||||||||||||||||||||||||||||||||||||||||
Warrant exercise price, additions (in Dollars per share) | $ 6,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Warrant [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Stockholders’ Equity (Deficit) (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Issue of common stock (in Shares) | 4,486 | |||||||||||||||||||||||||||||||||||||||||||||||
Share based payment remaining expenses | $ 179,892 | |||||||||||||||||||||||||||||||||||||||||||||||
Weighted average vesting term | 9 months | |||||||||||||||||||||||||||||||||||||||||||||||
Preferred Stock [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Stockholders’ Equity (Deficit) (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, shares authorized (in Shares) | 3,000,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Stock based compensation for consulting services | ||||||||||||||||||||||||||||||||||||||||||||||||
Restricted stock issuance | ||||||||||||||||||||||||||||||||||||||||||||||||
Minimum [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Stockholders’ Equity (Deficit) (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Common stock, shares authorized (in Shares) | 27,000,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Recognized expense | 1,443,700 | |||||||||||||||||||||||||||||||||||||||||||||||
Exercise price per share (in Dollars per share) | $ 2,300 | |||||||||||||||||||||||||||||||||||||||||||||||
Warrants exercise price (in Dollars per share) | 2,300 | |||||||||||||||||||||||||||||||||||||||||||||||
Aggregate gross sales | $ 0 | |||||||||||||||||||||||||||||||||||||||||||||||
Minimum [Member] | Warrant [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Stockholders’ Equity (Deficit) (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Warrants issued and vesting | $ 189,899 | |||||||||||||||||||||||||||||||||||||||||||||||
Maximum [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Stockholders’ Equity (Deficit) (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Common stock, shares authorized (in Shares) | 100,000,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Exercise price per share (in Dollars per share) | 495.8 | |||||||||||||||||||||||||||||||||||||||||||||||
Warrants exercise price (in Dollars per share) | $ 495.8 | |||||||||||||||||||||||||||||||||||||||||||||||
Aggregate gross sales | $ 50,000,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Exercise price per share (in Dollars per share) | $ 6,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Weighted Average [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Stockholders’ Equity (Deficit) (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Weighted average vesting term | 0 years | |||||||||||||||||||||||||||||||||||||||||||||||
One Year [Member] | Minimum [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Stockholders’ Equity (Deficit) (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Exercise price per share (in Dollars per share) | $ 235,415 | |||||||||||||||||||||||||||||||||||||||||||||||
One Year [Member] | Maximum [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Stockholders’ Equity (Deficit) (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Exercise price per share (in Dollars per share) | $ 555,772 | |||||||||||||||||||||||||||||||||||||||||||||||
Restricted Stock Awards [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Stockholders’ Equity (Deficit) (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Settlement of accounts payable shares (in Shares) | 233 | |||||||||||||||||||||||||||||||||||||||||||||||
Shares vested (in Shares) | 13 | |||||||||||||||||||||||||||||||||||||||||||||||
Restricted Stock Units [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Stockholders’ Equity (Deficit) (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Recognized expense | $ 17,000 | |||||||||||||||||||||||||||||||||||||||||||||||
At The Market Offerings [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Stockholders’ Equity (Deficit) (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Sale of shares (in Shares) | 8,466 | |||||||||||||||||||||||||||||||||||||||||||||||
Sale of share price (in Dollars per share) | $ 62.05 | $ 62.05 | ||||||||||||||||||||||||||||||||||||||||||||||
Warrant [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Stockholders’ Equity (Deficit) (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Exercise price per share (in Dollars per share) | $ 34.4 | $ 200 | ||||||||||||||||||||||||||||||||||||||||||||||
Common stock share issued (in Shares) | 60,000 | 60,000 | ||||||||||||||||||||||||||||||||||||||||||||||
Warrants to purchase of common stock (in Shares) | 2,379 | |||||||||||||||||||||||||||||||||||||||||||||||
Warrant [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Stockholders’ Equity (Deficit) (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Warrants shares issued (in Shares) | 60,000 | 60,000 | ||||||||||||||||||||||||||||||||||||||||||||||
Series B Preferred Stock [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Stockholders’ Equity (Deficit) (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, shares authorized (in Shares) | 1 | 1 | 1 | |||||||||||||||||||||||||||||||||||||||||||||
Common stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||||||||||||||||||||||||||||||||||||
Preferred stock price per share (in Dollars per share) | $ 0.001 | |||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock outstanding (in Shares) | 0 | 0 | 0 | |||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, value | ||||||||||||||||||||||||||||||||||||||||||||||||
Common Stock [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Stockholders’ Equity (Deficit) (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Common stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||||||||||||||||||||||||||||||||||
Common stock, shares authorized (in Shares) | 100,000,000 | 100,000,000 | 100,000,000 | 100,000,000 | 100,000,000 | |||||||||||||||||||||||||||||||||||||||||||
Sale in a private placement (in Shares) | 1,000,000 | 1,000,000 | ||||||||||||||||||||||||||||||||||||||||||||||
Issue of common stock (in Shares) | 50,000 | 50,000 | ||||||||||||||||||||||||||||||||||||||||||||||
Common stock issued to exercise of prefunded warrants (in Shares) | (184,374) | |||||||||||||||||||||||||||||||||||||||||||||||
Aggregate offering share price | $ 50,000,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Proceeds from issuance of common stock | $ 4,250,000 | $ 11,000,000 | $ 1,900,000 | |||||||||||||||||||||||||||||||||||||||||||||
Exercise price per share (in Dollars per share) | $ 0.001 | $ 61 | $ 0.001 | $ 61 | ||||||||||||||||||||||||||||||||||||||||||||
Common stock share issued (in Shares) | 22,271 | 367,902 | 367,902 | 107,698 | 22,271 | 30,608 | ||||||||||||||||||||||||||||||||||||||||||
Warrants to purchase of common stock (in Shares) | 2,378 | 2,378 | ||||||||||||||||||||||||||||||||||||||||||||||
Common stock, value | $ 32,300,000 | $ 32,300,000 | $ 22 | $ 108 | $ 22 | |||||||||||||||||||||||||||||||||||||||||||
Common Stock [Member] | Pre-Funded Warrants [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Stockholders’ Equity (Deficit) (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Warrants to purchase of common stock (in Shares) | 39,634 | |||||||||||||||||||||||||||||||||||||||||||||||
Series C Warrants [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Stockholders’ Equity (Deficit) (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Warrants exercise price (in Dollars per share) | $ 300 | |||||||||||||||||||||||||||||||||||||||||||||||
Share purchase (in Shares) | 1,229 | |||||||||||||||||||||||||||||||||||||||||||||||
Exercise price increase | $ 344,158 | |||||||||||||||||||||||||||||||||||||||||||||||
Fair value of warrant | $ 29,058 | |||||||||||||||||||||||||||||||||||||||||||||||
Preferred Stock [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Stockholders’ Equity (Deficit) (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, shares authorized (in Shares) | 3,000,000 | 3,000,000 | ||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock outstanding (in Shares) | 250,000,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Series C Preferred Stock [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Stockholders’ Equity (Deficit) (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, shares authorized (in Shares) | 1 | 1 | 1 | |||||||||||||||||||||||||||||||||||||||||||||
Common stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||||||||||||||||||||||||||||||||||||
Preferred stock outstanding (in Shares) | 0 | 0 | 0 | |||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, value | ||||||||||||||||||||||||||||||||||||||||||||||||
General and Administrative Expense [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Stockholders’ Equity (Deficit) (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
General and administrative | 308,479 | 242,915 | ||||||||||||||||||||||||||||||||||||||||||||||
Research and Development Expense [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Stockholders’ Equity (Deficit) (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Research and development | 58,777 | $ 6,787 | ||||||||||||||||||||||||||||||||||||||||||||||
Stanford University [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Stockholders’ Equity (Deficit) (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Recognized expense | $ 64,875 | |||||||||||||||||||||||||||||||||||||||||||||||
Restricted Stock Units (RSUs) [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Stockholders’ Equity (Deficit) (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Company issued shares (in Shares) | 413 | |||||||||||||||||||||||||||||||||||||||||||||||
Number of shares, granted (in Shares) | 292 | 912 | ||||||||||||||||||||||||||||||||||||||||||||||
Sale in a private placement (in Shares) | 463 | |||||||||||||||||||||||||||||||||||||||||||||||
Recognized expense | $ 1,209,906 | |||||||||||||||||||||||||||||||||||||||||||||||
Issue of common stock (in Shares) | 463 | |||||||||||||||||||||||||||||||||||||||||||||||
Number of shares, vested (in Shares) | 414 | |||||||||||||||||||||||||||||||||||||||||||||||
Share based payment remaining expenses | $ 321,603 | |||||||||||||||||||||||||||||||||||||||||||||||
General and administrative expenses | $ 993,462 | $ 848,597 | ||||||||||||||||||||||||||||||||||||||||||||||
Remaining expensed | ||||||||||||||||||||||||||||||||||||||||||||||||
Weighted average vesting term | 4 months 24 days | |||||||||||||||||||||||||||||||||||||||||||||||
Vesting expense | $ 1,222,875 | $ 1,843,902 | ||||||||||||||||||||||||||||||||||||||||||||||
Research and development expenses | 356,105 | |||||||||||||||||||||||||||||||||||||||||||||||
Sales and marketing | $ 18,346 | |||||||||||||||||||||||||||||||||||||||||||||||
Grant total (in Shares) | 292 | |||||||||||||||||||||||||||||||||||||||||||||||
Common stock issued, vested (in Shares) | 463 | |||||||||||||||||||||||||||||||||||||||||||||||
Restricted stock issuance | $ 170 | |||||||||||||||||||||||||||||||||||||||||||||||
Recognized expenses | $ 308,479 | $ 253,719 | ||||||||||||||||||||||||||||||||||||||||||||||
Restricted stock vested (in Shares) | 170 | 291 | ||||||||||||||||||||||||||||||||||||||||||||||
Restricted stock granted (in Shares) | 379 | 0 | 379 | 0 | 379 | |||||||||||||||||||||||||||||||||||||||||||
Nonvested Stock Options [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Stockholders’ Equity (Deficit) (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Number of shares, granted (in Shares) | ||||||||||||||||||||||||||||||||||||||||||||||||
General and administrative expenses | $ 472,156 | |||||||||||||||||||||||||||||||||||||||||||||||
Research and development expenses | $ 35,535 | 188,035 | ||||||||||||||||||||||||||||||||||||||||||||||
Vested, share (in Shares) | 55 | 172 | ||||||||||||||||||||||||||||||||||||||||||||||
Options granted and vesting expense | $ 59,964 | $ 660,191 |
Stockholders_ Equity (Deficit_3
Stockholders’ Equity (Deficit) (Details) - Schedule of Analysis of the Stock Option Grant Activity under the Plan - $ / shares | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Vested and Nonvested Stock Options [Member] | |||
Stockholders’ Equity (Deficit) (Details) - Schedule of Analysis of the Stock Option Grant Activity under the Plan [Line Items] | |||
Number Outstanding , Ending Balance | 1,127 | 1,127 | 1,127 |
Weighted Average Exercise Price, Ending balance | $ 6,802.93 | $ 6,802.93 | $ 6,802.93 |
Weighted Average Remaining Life, Ending balance | 5 years 8 months 26 days | 6 years 8 months 26 days | |
Number, Granted | |||
Weighted Average Exercise Price, Granted | |||
Number, Exercised | |||
Weighted Average Exercise Price, Exercised | |||
Number, Expired or forfeited | |||
Weighted Average Exercise Price, Expired or forfeited | |||
Vested and Nonvested Warrants [Member] | |||
Stockholders’ Equity (Deficit) (Details) - Schedule of Analysis of the Stock Option Grant Activity under the Plan [Line Items] | |||
Number Outstanding , Ending Balance | 2,132,882 | 127,281 | 15,035 |
Weighted Average Exercise Price, Ending balance | $ 35.22 | $ 514.97 | $ 3,340 |
Weighted Average Remaining Life, Ending balance | 4 years 6 months 14 days | 4 years 4 months 17 days | |
Number, Granted | 162,439 | ||
Weighted Average Exercise Price, Granted | $ 6.36 | $ 188.4 | |
Weighted Average Remaining Life, Granted | 5 years 2 months 12 days | 4 years 7 months 28 days | |
Number, Exercised | (48,661) | ||
Weighted Average Exercise Price, Exercised | $ 1.35 | $ 27.6 | |
Number, Expired or forfeited | (1,563) | ||
Weighted Average Exercise Price, Expired or forfeited | $ 8,250 | $ 1,824.8 | |
Number, Rounding for Reverse Split | 31 | ||
Weighted Average Exercise Price, Rounding for Reverse Split |
Stockholders_ Equity (Deficit_4
Stockholders’ Equity (Deficit) (Details) - Schedule of Nonvested Stock Options and Warrants - $ / shares | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Nonvested Stock Options [Member] | ||
Stockholders’ Equity (Deficit) (Details) - Schedule of Nonvested Stock Options and Warrants [Line Items] | ||
Number, Nonvested Begining Balance | 55 | 227 |
Weighted- Average Exercise Price, Nonvested Begining Balance | $ 3,840 | $ 4,340 |
Number, Granted | ||
Weighted- Average Exercise Price, Granted | ||
Number, Vested | (55) | (172) |
Weighted- Average Exercise Price, Vested | $ 3,840 | $ 4,496.4 |
Number, Forfeited | ||
Weighted- Average Exercise Price, Forfeited | ||
Number, Nonvested Ending Balance | 55 | |
Weighted- Average Exercise Price, Nonvested Ending Balance | $ 3,840 | |
Nonvested Warrants [Member] | ||
Stockholders’ Equity (Deficit) (Details) - Schedule of Nonvested Stock Options and Warrants [Line Items] | ||
Number, Nonvested Begining Balance | 2,500 | 2,315 |
Weighted- Average Exercise Price, Nonvested Begining Balance | $ 300 | $ 3,020 |
Number, Granted | 162,439 | |
Weighted- Average Exercise Price, Granted | $ 6.36 | $ 188.4 |
Number, Vested | (2,192,867) | (160,879) |
Weighted- Average Exercise Price, Vested | $ 6.7 | $ 222 |
Number, Forfeited | (1,375) | |
Weighted- Average Exercise Price, Forfeited | $ 800 | |
Number, Nonvested Ending Balance | 2,500 | |
Weighted- Average Exercise Price, Nonvested Ending Balance | $ 300 | |
Nonvested RSUs [Member] | ||
Stockholders’ Equity (Deficit) (Details) - Schedule of Nonvested Stock Options and Warrants [Line Items] | ||
Number, Nonvested Begining Balance | 187 | 390 |
Weighted- Average Exercise Price, Nonvested Begining Balance | $ 1,856.21 | $ 3,840 |
Number, Granted | 292 | |
Weighted- Average Exercise Price, Granted | $ 909.6 | |
Number, Vested | (170) | (463) |
Weighted- Average Exercise Price, Vested | $ 2,714.15 | $ 2,826 |
Number, Forfeited | (35) | (38) |
Weighted- Average Exercise Price, Forfeited | $ 1,345.77 | $ 3,100 |
Number, Rounding for Reverse Split | 18 | 6 |
Weighted Average Price, Rounding for Reverse Split | ||
Number, Nonvested Ending Balance | 187 | |
Weighted- Average Exercise Price, Nonvested Ending Balance | $ 1,856.21 |
Stockholders_ Equity (Deficit_5
Stockholders’ Equity (Deficit) (Details) - Schedule of Fair Value Warrant Granted - $ / shares | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Stockholders’ Equity (Deficit) (Details) - Schedule of Fair Value Warrant Granted [Line Items] | |||
Expected dividend yield | 0% | 0% | 0% |
Risk free interest rate | 4.44% | ||
Expected life in years | 5 years 6 months | ||
Expected volatility | 171% | ||
Exercise price (in Dollars per share) | $ 8,000 | ||
Minimum [Member] | |||
Stockholders’ Equity (Deficit) (Details) - Schedule of Fair Value Warrant Granted [Line Items] | |||
Risk free interest rate | 2.55% | 0.17% | |
Expected life in years | 5 years | 3 years | |
Expected volatility | 147% | 154% | |
Maximum [Member] | |||
Stockholders’ Equity (Deficit) (Details) - Schedule of Fair Value Warrant Granted [Line Items] | |||
Risk free interest rate | 3.47% | 0.42% | |
Expected life in years | 5 years 6 months | 5 years | |
Expected volatility | 165% | 159% |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Millions | 12 Months Ended | ||||
Dec. 27, 2017 | Dec. 31, 2022 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2021 | |
Income Taxes (Details) [Line Items] | |||||
Valuation allowance | $ 3.5 | ||||
Net operating loss carryforwards | $ 56.6 | $ 38 | |||
Percentage of net operating loss carryover | 100% | ||||
Income loss of generated | 20 years | ||||
Net operating losses | $ 56.5 | ||||
Net operating losses generated prior | $ 0.1 | ||||
Net operating losses, description | The CARES Act temporarily allows the Company to carryback net operating losses arising in 2018, 2019 and 2020 to the five prior tax years. | ||||
Income taxable | 80% | ||||
Net operating loss carryforwards | $ 26.2 | 44.8 | |||
Federal tax credit carryforwards | 0.1 | ||||
Tax credit carryforwards | $ 0.4 | $ 0.2 | |||
Interest Income [Member] | |||||
Income Taxes (Details) [Line Items] | |||||
Percentage of net operating loss carryover | 80% |
Income Taxes (Details) - Schedu
Income Taxes (Details) - Schedule of a Reconciliation of Income Tax Expense (Benefit) Computed at the Statutory Federal Income Tax Rate to Income Taxes | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule of a Reconciliation of Income Tax Expense (Benefit) Computed at the Statutory Federal Income Tax Rate to Income Taxes [Abstract] | ||
Income taxes at U.S. statutory rate | 21% | 21% |
State income taxes | 1.60% | 6.90% |
Tax Credits | 1% | 0.10% |
Permanent Differences/Others | (10.50%) | (5.00%) |
Change in valuation allowance | (13.10%) | (23.00%) |
Total provision for income taxes | 0% | 0% |
Income Taxes (Details) - Sche_2
Income Taxes (Details) - Schedule of Deferred Tax Assets and Liabilities - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Deferred tax assets | ||
Net operating loss carryforwards | $ 13,499,811 | $ 10,896,410 |
Tax credits carryforwards | 430,468 | 161,943 |
Stock-based compensation | 1,511,849 | 1,541,936 |
Lease liability | 722,126 | 1,169,887 |
Section 174 Capitalization | 1,547,343 | |
Loss on impairment of debt | 3,288,363 | 4,140,318 |
Other | 114,973 | 23,933 |
Total deferred tax assets | 21,114,933 | 17,934,427 |
Valuation allowance | (20,217,401) | (16,670,590) |
Net deferred tax assets | 897,533 | 1,263,837 |
Deferred tax liabilities | ||
Right of use assets | (722,127) | (1,169,887) |
Fixed assets | (175,406) | (93,950) |
Total deferred tax liabilities | (897,533) | (1,263,837) |
Net deferred taxes |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||||||||||||||||||||
Dec. 29, 2023 | Nov. 03, 2023 | Oct. 05, 2023 | Sep. 05, 2023 | Aug. 31, 2023 | Apr. 04, 2023 | Jan. 01, 2023 | Aug. 31, 2021 | Aug. 21, 2023 | Apr. 20, 2023 | Apr. 10, 2023 | Apr. 06, 2023 | Feb. 21, 2023 | Dec. 20, 2022 | Jun. 15, 2022 | Sep. 30, 2022 | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Jan. 17, 2024 | Jan. 04, 2024 | Jan. 03, 2024 | Dec. 22, 2023 | Aug. 23, 2023 | Jul. 11, 2023 | Apr. 24, 2023 | Apr. 18, 2023 | Mar. 17, 2023 | Aug. 11, 2022 | Jul. 19, 2022 | Dec. 06, 2021 | Oct. 18, 2021 | |
Subsequent Events (Details) [Line Items] | ||||||||||||||||||||||||||||||||
Aggregate offering price amount | $ 50,000,000 | |||||||||||||||||||||||||||||||
Paying commissions | $ 291,000 | |||||||||||||||||||||||||||||||
Proceeds from notes | $ 80,000 | |||||||||||||||||||||||||||||||
Principal amount | $ 2,388,888 | |||||||||||||||||||||||||||||||
Loans payable | $ 1,400,000 | $ 1,060,000 | $ 14,500,000 | |||||||||||||||||||||||||||||
Aggregate shares of common stock (in Shares) | 1,000 | |||||||||||||||||||||||||||||||
Preferred stock shares (in Shares) | 0 | 0 | 0 | |||||||||||||||||||||||||||||
Convertible preferred stock (in Shares) | 22,280 | |||||||||||||||||||||||||||||||
Merger agreement, discription | (i) prior to approval by the required vote of Evofem’s shareholders if the Evofem board of directors determines to terminate the Merger Agreement in connection with a superior proposal in order to enter into a definitive agreement for such superior proposal provided that Evofem has paid the termination fee of $4 million; (ii) our Common Stock is no longer listed for trading on Nasdaq; or (iii) we have not made a loan to Evofem of no less than $3 million prior to January 31, 2024. | |||||||||||||||||||||||||||||||
Consideration of issuance, description | (i) an aggregate principal amount of $5 million in our secured notes due on January 2, 2024 (the “January 2024 Secured Notes”), (ii) an aggregate principal amount of $8 million in secured notes of the Company due on September 30, 2024 (the “September 2024 Secured Notes”), (iii) an aggregate principal amount of $5 million in ten-year unsecured notes (the “Unsecured Notes”), and (iv) payment of $154,480 in respect of net sales of Phexxi in respect of the calendar quarter ended September 30, 2023, which amount is due and payable on December 14, 2023. | |||||||||||||||||||||||||||||||
Maturity date | Jan. 05, 2024 | |||||||||||||||||||||||||||||||
Payment Investor rate | 2% | |||||||||||||||||||||||||||||||
Capital payment | $ 500,000 | |||||||||||||||||||||||||||||||
Shares of common stock (in Shares) | 2,292 | 10,200 | 157 | 30,609 | 4,747 | |||||||||||||||||||||||||||
Exercise price | 5 years 6 months | 5 years | ||||||||||||||||||||||||||||||
Preferred stock par value (in Dollars per share) | $ 0.001 | |||||||||||||||||||||||||||||||
Other additional amount | $ 25,000,000 | |||||||||||||||||||||||||||||||
Preferred stock value | $ 1,000 | |||||||||||||||||||||||||||||||
Initial trading price | $ 20,000 | $ 20,000 | ||||||||||||||||||||||||||||||
Exercise price per share (in Dollars per share) | $ 12.5 | $ 3,000 | $ 2,300 | |||||||||||||||||||||||||||||
Outstanding warrants (in Shares) | 60,000 | 1,180 | ||||||||||||||||||||||||||||||
Purchase per share (in Dollars per share) | $ 0.001 | $ 3,000 | ||||||||||||||||||||||||||||||
Warrants per share (in Dollars per share) | $ 10 | 5,060 | $ 34.4 | $ 240 | $ 2,300 | |||||||||||||||||||||||||||
Warrant [Member] | ||||||||||||||||||||||||||||||||
Subsequent Events (Details) [Line Items] | ||||||||||||||||||||||||||||||||
Shares of common stock (in Shares) | 50,000 | |||||||||||||||||||||||||||||||
IPO [Member] | ||||||||||||||||||||||||||||||||
Subsequent Events (Details) [Line Items] | ||||||||||||||||||||||||||||||||
Initial trading price | $ 25,000,000 | |||||||||||||||||||||||||||||||
Shares of conversion price (in Shares) | 5,000 | |||||||||||||||||||||||||||||||
December 2023 PIPE [Member] | ||||||||||||||||||||||||||||||||
Subsequent Events (Details) [Line Items] | ||||||||||||||||||||||||||||||||
Outstanding warrants (in Shares) | 106,594 | |||||||||||||||||||||||||||||||
Purchase per share (in Dollars per share) | $ 4.6 | |||||||||||||||||||||||||||||||
Warrants per share (in Dollars per share) | $ 0.125 | |||||||||||||||||||||||||||||||
December 2023 PIPE [Member] | Private Placement [Member] | ||||||||||||||||||||||||||||||||
Subsequent Events (Details) [Line Items] | ||||||||||||||||||||||||||||||||
Payments for other fees | $ 5.5 | |||||||||||||||||||||||||||||||
Subsequent Event [Member] | ||||||||||||||||||||||||||||||||
Subsequent Events (Details) [Line Items] | ||||||||||||||||||||||||||||||||
Shares sold (in Shares) | 8,463 | |||||||||||||||||||||||||||||||
Average price per share (in Dollars per share) | $ 62 | |||||||||||||||||||||||||||||||
Paying commissions | $ 507,000 | |||||||||||||||||||||||||||||||
Aggregate amount | $ 2,160,000 | |||||||||||||||||||||||||||||||
Gross proceeds | 1,500,000 | |||||||||||||||||||||||||||||||
Origination fees | $ 75,000 | |||||||||||||||||||||||||||||||
Repayment amount | $ 4,230,000 | |||||||||||||||||||||||||||||||
Shares issued (in Shares) | 4,675 | |||||||||||||||||||||||||||||||
Principal amount | $ 1,060,000 | |||||||||||||||||||||||||||||||
Origination fees | $ 140,000 | 240,000 | $ 60,000 | |||||||||||||||||||||||||||||
Repayment amount | 4,110,000 | $ 79,500 | $ 1,590,000 | $ 1,000,000 | ||||||||||||||||||||||||||||
Existing agreement | 1,234,461 | |||||||||||||||||||||||||||||||
Payments for other fees | 1,525,539 | |||||||||||||||||||||||||||||||
Subsequent Event [Member] | Loan [Member] | ||||||||||||||||||||||||||||||||
Subsequent Events (Details) [Line Items] | ||||||||||||||||||||||||||||||||
Loan repayment amount | 149,000 | |||||||||||||||||||||||||||||||
Loans payable | 3,129,000 | |||||||||||||||||||||||||||||||
First Tranche Note [Member] | Subsequent Event [Member] | ||||||||||||||||||||||||||||||||
Subsequent Events (Details) [Line Items] | ||||||||||||||||||||||||||||||||
Promissory note principal amount | 4,470,000 | |||||||||||||||||||||||||||||||
Proceeds from notes | 3,000,000 | |||||||||||||||||||||||||||||||
Principal amount | 2,100,000 | |||||||||||||||||||||||||||||||
Forecast [Member] | ||||||||||||||||||||||||||||||||
Subsequent Events (Details) [Line Items] | ||||||||||||||||||||||||||||||||
Repayment amount | $ 77,000 | |||||||||||||||||||||||||||||||
Principal amount | $ 2,625,000 | |||||||||||||||||||||||||||||||
Shares of common stock (in Shares) | 50,000 | |||||||||||||||||||||||||||||||
Transition Services Agreement | $ 3,200,000 | |||||||||||||||||||||||||||||||
Aggrecate shares (in Shares) | 2,625 | |||||||||||||||||||||||||||||||
Forecast [Member] | December 2023 PIPE [Member] | ||||||||||||||||||||||||||||||||
Subsequent Events (Details) [Line Items] | ||||||||||||||||||||||||||||||||
Exercise price per share (in Dollars per share) | $ 4.6 | |||||||||||||||||||||||||||||||
Purchase price (in Dollars per share) | $ 4.85 | |||||||||||||||||||||||||||||||
Warrant rate | 4.99% | |||||||||||||||||||||||||||||||
Closing price of common stock | $ 1.6 | |||||||||||||||||||||||||||||||
Forecast [Member] | December 2023 PIPE [Member] | Pre-funded warrants [Member] | ||||||||||||||||||||||||||||||||
Subsequent Events (Details) [Line Items] | ||||||||||||||||||||||||||||||||
Shares of common stock (in Shares) | 1,237,114 | |||||||||||||||||||||||||||||||
Exercise price per share (in Dollars per share) | $ 0.001 | |||||||||||||||||||||||||||||||
Warrant rate | 9.99% | |||||||||||||||||||||||||||||||
Forecast [Member] | December 2023 PIPE [Member] | Common Warrants [Member] | ||||||||||||||||||||||||||||||||
Subsequent Events (Details) [Line Items] | ||||||||||||||||||||||||||||||||
Shares of common stock (in Shares) | 2,474,228 | |||||||||||||||||||||||||||||||
Minimum [Member] | ||||||||||||||||||||||||||||||||
Subsequent Events (Details) [Line Items] | ||||||||||||||||||||||||||||||||
Exercise price per share (in Dollars per share) | $ 2,300 | |||||||||||||||||||||||||||||||
Minimum [Member] | Subsequent Event [Member] | ||||||||||||||||||||||||||||||||
Subsequent Events (Details) [Line Items] | ||||||||||||||||||||||||||||||||
Repayment amount | 69,000 | |||||||||||||||||||||||||||||||
Minimum [Member] | Forecast [Member] | ||||||||||||||||||||||||||||||||
Subsequent Events (Details) [Line Items] | ||||||||||||||||||||||||||||||||
Transition Services Agreement | 2,200,000 | |||||||||||||||||||||||||||||||
Maximum [Member] | ||||||||||||||||||||||||||||||||
Subsequent Events (Details) [Line Items] | ||||||||||||||||||||||||||||||||
Exercise price per share (in Dollars per share) | $ 495.8 | |||||||||||||||||||||||||||||||
Warrants per share (in Dollars per share) | $ 6,000 | |||||||||||||||||||||||||||||||
Maximum [Member] | Subsequent Event [Member] | ||||||||||||||||||||||||||||||||
Subsequent Events (Details) [Line Items] | ||||||||||||||||||||||||||||||||
Repayment amount | $ 99,000 | |||||||||||||||||||||||||||||||
Maximum [Member] | Forecast [Member] | ||||||||||||||||||||||||||||||||
Subsequent Events (Details) [Line Items] | ||||||||||||||||||||||||||||||||
Transition Services Agreement | $ 3,200,000 | |||||||||||||||||||||||||||||||
Revision of Prior Period, Adjustment [Member] | Subsequent Event [Member] | ||||||||||||||||||||||||||||||||
Subsequent Events (Details) [Line Items] | ||||||||||||||||||||||||||||||||
Repayment amount | $ 1,219,000 | |||||||||||||||||||||||||||||||
Series F-1 Convertible Preferred Stock [Member] | ||||||||||||||||||||||||||||||||
Subsequent Events (Details) [Line Items] | ||||||||||||||||||||||||||||||||
Convertible preferred stock (in Shares) | 22,280 | |||||||||||||||||||||||||||||||
Common Stock [Member] | ||||||||||||||||||||||||||||||||
Subsequent Events (Details) [Line Items] | ||||||||||||||||||||||||||||||||
Shares of common stock (in Shares) | 50,000 | |||||||||||||||||||||||||||||||
Warrants per share (in Dollars per share) | $ 0.001 | $ 61 | ||||||||||||||||||||||||||||||
Pearsanta Preferred Stock [Member] | ||||||||||||||||||||||||||||||||
Subsequent Events (Details) [Line Items] | ||||||||||||||||||||||||||||||||
Shares issued (in Shares) | 5,000 | |||||||||||||||||||||||||||||||
Preferred stock par value (in Dollars per share) | $ 0.001 | |||||||||||||||||||||||||||||||
Other additional amount | $ 25,000,000 | |||||||||||||||||||||||||||||||
Pearsanta Preferred Stock [Member] | Forecast [Member] | ||||||||||||||||||||||||||||||||
Subsequent Events (Details) [Line Items] | ||||||||||||||||||||||||||||||||
Shares of common stock (in Shares) | 50,000 | |||||||||||||||||||||||||||||||
Series A Convertible Preferred Stock [Member] | ||||||||||||||||||||||||||||||||
Subsequent Events (Details) [Line Items] | ||||||||||||||||||||||||||||||||
Preferred stock issued (in Shares) | 5,000 | |||||||||||||||||||||||||||||||
Preferred stock value | $ 5,000 | |||||||||||||||||||||||||||||||
Series A Convertible Preferred Stock [Member] | IPO [Member] | ||||||||||||||||||||||||||||||||
Subsequent Events (Details) [Line Items] | ||||||||||||||||||||||||||||||||
Shares of conversion price (in Shares) | 25,000,000 | |||||||||||||||||||||||||||||||
Merger Agreement with Evofem Biosciences, Inc [Member] | ||||||||||||||||||||||||||||||||
Subsequent Events (Details) [Line Items] | ||||||||||||||||||||||||||||||||
Aggregate shares of common stock (in Shares) | 610,000 | |||||||||||||||||||||||||||||||
Right to Receive Aggregate (in Shares) | 2,327 | |||||||||||||||||||||||||||||||
Consideration of principal payment in aggregate amount | $ 1,000,000 | |||||||||||||||||||||||||||||||
Secured notes | $ 250,000 | |||||||||||||||||||||||||||||||
Evofem Warrants [Member] | ||||||||||||||||||||||||||||||||
Subsequent Events (Details) [Line Items] | ||||||||||||||||||||||||||||||||
Preferred stock shares (in Shares) | 551 | |||||||||||||||||||||||||||||||
Evofem Convertible Notes [Member] | ||||||||||||||||||||||||||||||||
Subsequent Events (Details) [Line Items] | ||||||||||||||||||||||||||||||||
Convertible preferred stock (in Shares) | 86,153 | |||||||||||||||||||||||||||||||
Repayment Amount [Member] | Subsequent Event [Member] | ||||||||||||||||||||||||||||||||
Subsequent Events (Details) [Line Items] | ||||||||||||||||||||||||||||||||
Repayment amount | $ 3,870,000 | |||||||||||||||||||||||||||||||
Upfront Working Capital Payment [Member] | ||||||||||||||||||||||||||||||||
Subsequent Events (Details) [Line Items] | ||||||||||||||||||||||||||||||||
Capital payment | $ 500,000 | |||||||||||||||||||||||||||||||
Settlement Shares [Member] | Forecast [Member] | December 2023 PIPE [Member] | ||||||||||||||||||||||||||||||||
Subsequent Events (Details) [Line Items] | ||||||||||||||||||||||||||||||||
Shares issued (in Shares) | 296,296 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details) - Schedule of Useful Lives Assigned to Fixed Assets | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Computers [Member] | ||
Public Utility, Property, Plant and Equipment [Line Items] | ||
Useful lives assigned to fixed assets | Three years to five years | Three years to five years |
Lab Equipment [Member] | ||
Public Utility, Property, Plant and Equipment [Line Items] | ||
Useful lives assigned to fixed assets | Seven to ten years | Seven to ten years |
Office Furniture [Member] | ||
Public Utility, Property, Plant and Equipment [Line Items] | ||
Useful lives assigned to fixed assets | Five to ten years | Five to ten years |
Other Fixed Assets [Member] | ||
Public Utility, Property, Plant and Equipment [Line Items] | ||
Useful lives assigned to fixed assets | Five to ten years | Five to ten years |
Leasehold Improvements [Member] | ||
Public Utility, Property, Plant and Equipment [Line Items] | ||
Useful lives assigned to fixed assets | Shorter of estimated useful life or remaining lease term | Shorter of estimated useful life or remaining lease term |
Fixed Assets (Details) - Sche_3
Fixed Assets (Details) - Schedule of Fixed Assets - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | |||
Cost Basis | $ 3,149,258 | $ 3,134,850 | $ 2,654,307 |
Accumulated Depreciation | (1,145,399) | (815,987) | (387,010) |
Net | 2,003,859 | 2,318,863 | 2,267,297 |
Computers [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Cost Basis | 378,480 | 376,429 | 312,489 |
Accumulated Depreciation | (292,655) | (197,907) | (75,053) |
Net | 85,825 | 178,522 | 237,436 |
Lab Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Cost Basis | 2,585,077 | 2,572,720 | 2,240,252 |
Accumulated Depreciation | (789,781) | (579,015) | (306,688) |
Net | 1,795,296 | 1,993,705 | 1,933,564 |
Office Furniture [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Cost Basis | 56,656 | 56,656 | 90,757 |
Accumulated Depreciation | (12,449) | (8,200) | (4,857) |
Net | 44,207 | 48,456 | 85,900 |
Other Fixed Assets [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Cost Basis | 8,605 | 8,605 | 10,809 |
Accumulated Depreciation | (1,869) | (1,224) | (412) |
Net | 6,736 | 7,381 | $ 10,397 |
Leasehold Improvements [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Cost Basis | 120,440 | 120,440 | |
Accumulated Depreciation | (48,645) | (29,641) | |
Net | $ 71,795 | $ 90,799 |
Intangible Assets (Details) -_2
Intangible Assets (Details) - Schedule of Intangible Assets - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Finite-Lived Intangible Assets [Line Items] | ||
Cost Basis | $ 321,000 | $ 321,000 |
Accumulated Amortization | (294,250) | (214,000) |
Net | 26,750 | 107,000 |
Proprietary Technology [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost Basis | 321,000 | 321,000 |
Accumulated Amortization | (294,250) | (214,000) |
Net | $ 26,750 | $ 107,000 |
Leases (Details) - Schedule o_5
Leases (Details) - Schedule of Lease Costs - USD ($) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Components of total lease costs: | ||||
Operating lease expense | $ 963,213 | $ 988,381 | $ 1,396,875 | $ 819,587 |
Total lease costs | $ 963,213 | $ 988,381 | $ 1,396,875 | $ 819,587 |
Leases (Details) - Schedule o_6
Leases (Details) - Schedule of ROU Lease Assets and Lease Liabilities for our Operating Leases - USD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Assets | |||
Right of use asset – long term | $ 2,454,886 | $ 3,160,457 | $ 4,097,117 |
Total right of use asset | 2,454,886 | 3,160,457 | 4,097,117 |
Liabilities | |||
Operating lease liabilities – short term | 1,081,377 | 1,086,658 | 1,145,126 |
Operating lease liabilities – long term | 1,203,876 | 1,885,218 | $ 2,765,933 |
Total lease liability | $ 2,285,253 | $ 2,971,876 |
Leases (Details) - Schedule o_7
Leases (Details) - Schedule of Lease Terms and Discount Rate | Sep. 30, 2023 | Dec. 31, 2022 |
Schedule Of Lease Terms And Discount Rate Abstract | ||
Weighted average remaining lease term (in years) – operating leases | 2 years 3 months 14 days | 2 years 8 months 12 days |
Weighted average discount rate – operating leases | 8% | 8% |
Leases (Details) - Schedule o_8
Leases (Details) - Schedule of Maturities of Leases - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Schedule of Maturities of Leases [Abstract] | ||
2023 (remaining) | $ 285,991 | $ 1,129,853 |
2024 | 1,004,982 | 1,004,982 |
2025 | 710,546 | 710,546 |
2026 | 423,930 | 423,930 |
Total lease payments | 2,425,449 | 3,269,311 |
Less imputed interest | (140,194) | $ (297,436) |
Less current portion | (1,081,377) | |
Total maturities, due beyond one year | $ 1,203,876 |
Stockholders_ Equity (Deficit_6
Stockholders’ Equity (Deficit) (Details) - Schedule of Analysis of the Stock Option Grant Activity under the Plan - $ / shares | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Vested and Nonvested Stock Options [Member] | ||
Stockholders’ Equity (Deficit) (Details) - Schedule of Analysis of the Stock Option Grant Activity under the Plan [Line Items] | ||
Number Outstanding , Ending Balance | 1,127 | 1,127 |
Weighted Average Exercise Price, Ending balance | $ 6,802.93 | $ 6,802.93 |
Weighted Average Remaining Life, Ending balance | 5 years | 5 years 8 months 26 days |
Number, Granted | ||
Weighted Average Exercise Price, Granted | ||
Number, Exercised | ||
Weighted Average Exercise Price, Exercised | ||
Number, Expired or forfeited | ||
Weighted Average Exercise Price, Expired or forfeited | ||
Vested and Nonvested Warrants [Member] | ||
Stockholders’ Equity (Deficit) (Details) - Schedule of Analysis of the Stock Option Grant Activity under the Plan [Line Items] | ||
Number Outstanding , Ending Balance | 2,132,882 | 127,281 |
Weighted Average Exercise Price, Ending balance | $ 35.22 | $ 514.97 |
Weighted Average Remaining Life, Ending balance | 5 years 1 month 6 days | 4 years 6 months 14 days |
Number, Granted | 2,190,367 | |
Weighted Average Exercise Price, Granted | $ 6.36 | $ 188.4 |
Weighted Average Remaining Life, Granted | 5 years 2 months 12 days | 4 years 7 months 28 days |
Number, Exercised | (184,374) | |
Weighted Average Exercise Price, Exercised | $ 1.35 | $ 27.6 |
Number, Expired or forfeited | (392) | |
Weighted Average Exercise Price, Expired or forfeited | $ 8,250 | $ 1,824.8 |
Stockholders_ Equity (Deficit_7
Stockholders’ Equity (Deficit) (Details) - Schedule of Nonvested Stock Options and Warrants - $ / shares | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Nonvested Stock Options [Member] | ||
Stockholders’ Equity (Deficit) (Details) - Schedule of Nonvested Stock Options and Warrants [Line Items] | ||
Number, Nonvested Begining Balance | 55 | 227 |
Weighted- Average Exercise Price, Nonvested Begining Balance | $ 3,840 | $ 4,340 |
Number, Granted | ||
Weighted- Average Exercise Price, Granted | ||
Number, Vested | (55) | (172) |
Weighted- Average Exercise Price, Vested | $ 3,840 | $ 4,496.4 |
Number, Forfeited | ||
Weighted- Average Exercise Price, Forfeited | ||
Number, Nonvested Ending Balance | 55 | |
Weighted- Average Exercise Price, Nonvested Ending Balance | $ 3,840 | |
Nonvested Warrants [Member] | ||
Stockholders’ Equity (Deficit) (Details) - Schedule of Nonvested Stock Options and Warrants [Line Items] | ||
Number, Nonvested Begining Balance | 2,500 | 2,315 |
Weighted- Average Exercise Price, Nonvested Begining Balance | $ 300 | $ 3,020 |
Number, Granted | 2,190,367 | |
Weighted- Average Exercise Price, Granted | $ 6.36 | $ 188.4 |
Number, Vested | (2,192,867) | (160,879) |
Weighted- Average Exercise Price, Vested | $ 6.7 | $ 222 |
Number, Forfeited | (1,375) | |
Weighted- Average Exercise Price, Forfeited | $ 800 | |
Number, Nonvested Ending Balance | 2,500 | |
Weighted- Average Exercise Price, Nonvested Ending Balance | $ 300 | |
Nonvested RSUs [Member] | ||
Stockholders’ Equity (Deficit) (Details) - Schedule of Nonvested Stock Options and Warrants [Line Items] | ||
Number, Nonvested Begining Balance | 187 | 390 |
Weighted- Average Exercise Price, Nonvested Begining Balance | $ 1,856.21 | $ 3,840 |
Number, Granted | ||
Weighted- Average Exercise Price, Granted | $ 909.6 | |
Number, Vested | (170) | (463) |
Weighted- Average Exercise Price, Vested | $ 2,714.15 | $ 2,826 |
Number, Forfeited | (35) | (38) |
Weighted- Average Exercise Price, Forfeited | $ 1,345.77 | $ 3,100 |
Number, Rounding for Reverse Split | 18 | 6 |
Weighted Average Price, Rounding for Reverse Split | ||
Number, Nonvested Ending Balance | 187 | |
Weighted- Average Exercise Price, Nonvested Ending Balance | $ 1,856.21 |
Stockholders_ Equity (Deficit_8
Stockholders’ Equity (Deficit) (Details) - Schedule of Fair Value Warrant Granted - $ / shares | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2022 | |
Stockholders’ Equity (Deficit) (Details) - Schedule of Fair Value Warrant Granted [Line Items] | ||||
Exercise price (in Dollars per share) | $ 0.04 | |||
Expected dividend yield | 0% | 0% | 0% | |
Risk free interest rate | 4.44% | |||
Expected life in years | 5 years 6 months | |||
Expected volatility | 171% | |||
Minimum [Member] | ||||
Stockholders’ Equity (Deficit) (Details) - Schedule of Fair Value Warrant Granted [Line Items] | ||||
Exercise price (in Dollars per share) | $ 10 | |||
Risk free interest rate | 2.55% | 0.17% | ||
Expected life in years | 5 years | 3 years | ||
Expected volatility | 147% | 154% | ||
Maximum [Member] | ||||
Stockholders’ Equity (Deficit) (Details) - Schedule of Fair Value Warrant Granted [Line Items] | ||||
Exercise price (in Dollars per share) | $ 12.5 | |||
Risk free interest rate | 3.47% | 0.42% | ||
Expected life in years | 5 years 6 months | 5 years | ||
Expected volatility | 165% | 159% |