Document And Entity Information
Document And Entity Information | 3 Months Ended |
Mar. 31, 2024 | |
Document Information Line Items | |
Entity Registrant Name | ADITXT, INC. |
Document Type | S-1/A |
Amendment Flag | true |
Amendment Description | Amendment No. 4 |
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 |
Consolidated Balance Sheets (Un
Consolidated Balance Sheets (Unaudited) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 |
CURRENT ASSETS: | |||
Cash | $ 88,671 | $ 97,102 | $ 2,768,640 |
Accounts receivable, net | 427,044 | 408,326 | 527,961 |
Inventory | 622,768 | 745,502 | 950,093 |
Prepaid expenses | 456,884 | 217,390 | 496,869 |
Subscription receivable | 5,444,628 | ||
TOTAL CURRENT ASSETS | 1,595,367 | 6,912,948 | 4,743,563 |
Fixed assets, net | 2,021,760 | 1,898,243 | 2,318,863 |
Intangible assets, net | 8,611 | 9,444 | 107,000 |
Deposits | 132,496 | 106,410 | 355,366 |
Right of use asset - long term | 1,940,076 | 2,200,299 | 3,160,457 |
Deferred issuance costs | 50,000 | ||
Investment in Evofem | 22,277,211 | 22,277,211 | |
Deposit on acquisition | 11,173,772 | ||
TOTAL ASSETS | 27,975,521 | 44,578,327 | 10,735,249 |
CURRENT LIABILITIES: | |||
Advance on private placement | 600,000 | ||
Accounts payable and accrued expenses | 9,360,680 | 8,554,959 | 1,958,502 |
Notes payable, net of discount | 5,678,182 | 15,653,477 | |
Financing on fixed assets | 147,823 | 147,823 | 409,983 |
Deferred rent | 147,350 | 158,612 | 188,581 |
Lease liability - current | 900,979 | 999,943 | 1,086,658 |
TOTAL CURRENT LIABILITIES | 17,302,014 | 25,889,814 | 3,643,724 |
Settlement liability | 1,600,000 | ||
Lease liability - long term | 891,747 | 1,041,744 | 1,885,218 |
TOTAL LIABILITIES | 18,193,761 | 28,531,558 | 5,528,942 |
COMMITMENTS AND CONTINGENCIES | |||
STOCKHOLDERS’ EQUITY | |||
Preferred stock, value | |||
Common stock, value | 1,665 | 1,319 | 108 |
Treasury stock, 51 and 51 shares, respectively | (201,605) | (201,605) | (201,605) |
Additional paid-in capital | 152,601,043 | 143,997,710 | 100,448,166 |
Accumulated deficit | (142,470,799) | (127,741,072) | (95,040,362) |
TOTAL ADITXT, INC. STOCKHOLDERS’ EQUITY | 9,930,335 | 16,056,377 | 5,206,307 |
NON-CONTROLLING INTEREST | (148,575) | (9,608) | |
TOTAL STOCKHOLDERS’ EQUITY | 9,781,760 | 16,046,769 | 5,206,307 |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | 27,975,521 | 44,578,327 | 10,735,249 |
Related Party | |||
CURRENT LIABILITIES: | |||
Notes payable - related party | 467,000 | 375,000 | |
Previously Reported | |||
CURRENT ASSETS: | |||
Cash | 97,102 | ||
Accounts receivable, net | 408,326 | ||
Inventory | 745,502 | ||
Prepaid expenses | 217,390 | ||
Subscription receivable | 5,444,628 | ||
TOTAL CURRENT ASSETS | 6,912,948 | ||
Fixed assets, net | 1,898,243 | ||
Intangible assets, net | 9,444 | ||
Deposits | 106,410 | ||
Right of use asset - long term | 2,200,299 | ||
Deferred issuance costs | |||
Investment in Evofem | 22,277,211 | ||
Deposit on acquisition | 11,173,772 | ||
TOTAL ASSETS | 44,578,327 | ||
CURRENT LIABILITIES: | |||
Accounts payable and accrued expenses | 8,554,959 | ||
Notes payable, net of discount | 15,653,477 | ||
Financing on fixed assets | 147,823 | ||
Deferred rent | 158,612 | ||
Lease liability - current | 999,943 | ||
TOTAL CURRENT LIABILITIES | 25,889,814 | ||
Settlement liability | 1,600,000 | ||
Lease liability - long term | 1,041,744 | ||
TOTAL LIABILITIES | 28,531,558 | ||
STOCKHOLDERS’ EQUITY | |||
Preferred stock, value | |||
Common stock, value | 1,319 | ||
Treasury stock, 51 and 51 shares, respectively | (201,605) | ||
Additional paid-in capital | 143,997,710 | ||
Accumulated deficit | (127,741,072) | ||
TOTAL ADITXT, INC. STOCKHOLDERS’ EQUITY | 16,056,377 | ||
NON-CONTROLLING INTEREST | (9,608) | ||
TOTAL STOCKHOLDERS’ EQUITY | 16,046,769 | ||
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | 44,578,327 | ||
Previously Reported | Related Party | |||
CURRENT LIABILITIES: | |||
Notes payable - related party | 375,000 | ||
Series A-1 Convertible Preferred Stock [Member] | |||
STOCKHOLDERS’ EQUITY | |||
Preferred stock, value | 22 | 22 | |
Series A-1 Convertible Preferred Stock [Member] | Previously Reported | |||
STOCKHOLDERS’ EQUITY | |||
Preferred stock, value | 22 | ||
Series B Preferred Stock [Member] | |||
STOCKHOLDERS’ EQUITY | |||
Preferred stock, value | |||
Series B Preferred Stock [Member] | Previously Reported | |||
STOCKHOLDERS’ EQUITY | |||
Preferred stock, value | |||
Series B-2 Convertible Preferred Stock [Member] | |||
STOCKHOLDERS’ EQUITY | |||
Preferred stock, value | 3 | 3 | |
Series B-2 Convertible Preferred Stock [Member] | Previously Reported | |||
STOCKHOLDERS’ EQUITY | |||
Preferred stock, value | 3 | ||
Series C Preferred Stock [Member] | |||
STOCKHOLDERS’ EQUITY | |||
Preferred stock, value | |||
Series C Preferred Stock [Member] | Previously Reported | |||
STOCKHOLDERS’ EQUITY | |||
Preferred stock, value | |||
Series B-1 Convertible Preferred Stock [Member] | |||
STOCKHOLDERS’ EQUITY | |||
Preferred stock, value | $ 6 |
Consolidated Balance Sheets (_2
Consolidated Balance Sheets (Unaudited) (Parentheticals) - $ / shares | Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 |
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, 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 | 1,665,265 | 1,318,968 | 107,698 |
Common stock, shares outstanding | 1,665,214 | 1,318,918 | 107,647 |
Treasury stock | 51 | 51 | 51 |
Series A-1 Convertible Preferred stock | |||
Preferred stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 22,280 | 22,280 | 22,280 |
Preferred stock, shares issued | 22,280 | 22,280 | 0 |
Preferred stock, shares outstanding | 22,280 | 22,280 | 0 |
Series B Preferred stock | |||
Preferred stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 1 | 1 | 1 |
Preferred stock, shares issued | 0 | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 | 0 |
Series B-2 Convertible Preferred stock | |||
Preferred stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 2,625 | 2,625 | 2,625 |
Preferred stock, shares issued | 2,625 | 2,625 | 0 |
Preferred stock, shares outstanding | 2,625 | 2,625 | 0 |
Series C Preferred stock | |||
Preferred stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 1 | 1 | 1 |
Preferred stock, shares issued | 0 | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 | 0 |
Series B-1 Convertible Preferred stock | |||
Preferred stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 | |
Preferred stock, shares authorized | 6,000 | 6,000 | |
Preferred stock, shares issued | 6,000 | 0 | |
Preferred stock, shares outstanding | 6,000 | 0 | |
Previously Reported | |||
Preferred stock, par value (in Dollars per share) | $ 0.001 | ||
Preferred stock, shares authorized | 3,000,000 | ||
Preferred stock, shares issued | 0 | ||
Preferred stock, shares outstanding | 0 | ||
Common stock, par value (in Dollars per share) | $ 0.001 | ||
Common stock, shares authorized | 100,000,000 | ||
Common stock, shares issued | 1,318,969 | ||
Common stock, shares outstanding | 1,318,918 | ||
Treasury stock | 51 | ||
Previously Reported | Series A-1 Convertible Preferred stock | |||
Preferred stock, par value (in Dollars per share) | $ 0.001 | ||
Preferred stock, shares authorized | 22,280 | ||
Preferred stock, shares issued | 22,280 | ||
Preferred stock, shares outstanding | 22,280 | ||
Previously Reported | Series B Preferred stock | |||
Preferred stock, par value (in Dollars per share) | $ 0.001 | ||
Preferred stock, shares authorized | 1 | ||
Preferred stock, shares issued | 0 | ||
Preferred stock, shares outstanding | 0 | ||
Previously Reported | Series B-2 Convertible Preferred stock | |||
Preferred stock, par value (in Dollars per share) | $ 0.001 | ||
Preferred stock, shares authorized | 2,625 | ||
Preferred stock, shares issued | 2,625 | ||
Preferred stock, shares outstanding | 2,625 | ||
Previously Reported | Series C Preferred stock | |||
Preferred stock, par value (in Dollars per share) | $ 0.001 | ||
Preferred stock, shares authorized | 1 | ||
Preferred stock, shares issued | 0 | ||
Preferred stock, shares outstanding | 0 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
REVENUE | ||||
Sales | $ 79,680 | $ 218,415 | $ 645,176 | $ 933,715 |
Cost of goods sold | 65,799 | 178,309 | 756,836 | 766,779 |
Gross profit (loss) | 13,881 | 40,106 | (111,660) | 166,936 |
OPERATING EXPENSES | ||||
General and administrative expenses | 3,363,748 | 4,368,843 | 18,607,142 | 15,985,552 |
Research and development | 8,145,266 | 1,387,541 | 7,074,339 | 7,268,084 |
Sales and marketing | 40,513 | 65,617 | 269,284 | 1,849,460 |
Impairment on notes receivable | 543,938 | |||
Total operating expenses | 11,549,527 | 5,822,001 | 25,950,765 | 25,647,034 |
NET LOSS FROM OPERATIONS | (11,535,646) | (5,781,895) | (26,062,425) | (25,480,098) |
OTHER EXPENSE | ||||
Interest expense | (2,489,045) | (198,492) | (4,195,127) | (753,038) |
Interest income | 377 | 9,074 | 10,166 | 57,348 |
Other income | 58,960 | |||
Amortization of debt discount | (635,710) | (13,393) | (2,194,773) | (1,533,048) |
Gain (Loss) on note exchange agreement | (208,670) | 51,712 | ||
Total other expense | (3,333,048) | (202,811) | (6,328,022) | (2,169,778) |
Net loss before income taxes | (14,868,694) | (5,984,706) | (32,390,447) | (27,649,876) |
Income tax provision | ||||
NET LOSS | (14,868,694) | (5,984,706) | (32,390,447) | (27,649,876) |
NET LOSS ATTRIBUTABLE TO NON-CONTROLLING INTEREST | (138,967) | (9,608) | ||
NET LOSS ATTRIBUTABLE TO ADITXT, INC. & SUBSIDIARIES | $ (14,729,727) | $ (5,984,706) | (32,380,839) | (27,649,876) |
Deemed Dividend | (319,871) | (37,667) | ||
NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS | $ (32,700,710) | $ (27,687,553) | ||
Net loss per share - basic (in Dollars per share) | $ (9.14) | $ (52.46) | $ (108.15) | $ (597.12) |
Weighted average number of shares outstanding during the period - Basic (in Shares) | 1,610,872 | 114,072 | 302,356 | 46,369 |
Consolidated Statements of Op_2
Consolidated Statements of Operations (Unaudited) (Parentheticals) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Net loss per share -Diluted (in Dollars per share) | $ (9.14) | $ (52.46) | $ (108.15) | $ (595.60) |
Weighted average number of shares outstanding during the year - Diluted (in Shares) | 1,610,872 | 114,072 | 302,356 | 46,369 |
General and Administrative Expenses | ||||
Stock-based compensation | $ 1,133,077 | $ 1,516,805 | ||
Research and Development | ||||
Stock-based compensation | 262,154 | 591,518 | ||
Sales and Marketing | ||||
Stock-based compensation | $ 6,787 | $ 1,023,045 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders’ Equity (Unaudited) - USD ($) | Shares Outstanding Preferred | Shares Outstanding Preferred A-1 | Shares Outstanding Preferred B | Shares Outstanding Preferred B-2 | Shares Outstanding Preferred C | Shares Outstanding Preferred B-1 | Common Shares Par | Treasury Stock | Additional Paid-in Capital | Accumulated Deficit | Non- Controlling Interest | Total |
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 shares for vested restricted stock units | $ 4 | 1,209,902 | 1,209,906 | |||||||||
Issuance of shares for vested restricted stock units (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 for cash, net of issuance costs | 878,622 | 878,622 | ||||||||||
Exercise of warrants | $ 45 | (45) | ||||||||||
Exercise of warrants (in Shares) | 44,173 | |||||||||||
Issuance of shares for debt issuance costs | $ 1 | 96,029 | 96,030 | |||||||||
Issuance of shares for debt issuance costs (in Shares) | 262 | |||||||||||
Issuance of warrants for offering, net of issuance costs | $ 31 | 17,232,276 | 17,232,307 | |||||||||
Issuance of 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 | |||||||||||
Modification of warrants | 37,677 | (37,677) | ||||||||||
Series A-1 Preferred shares issued for exchange agreement | ||||||||||||
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 | |||||||||||
Stock option compensation | 59,964 | 59,964 | ||||||||||
Restricted stock unit compensation | 111,187 | 111,187 | ||||||||||
Issuance of restricted stock units for compensation | $ 1 | (1) | ||||||||||
Issuance of restricted stock units for compensation (in Shares) | 44 | |||||||||||
Sale of common stock | $ 9 | 507,007 | 507,016 | |||||||||
Sale of common stock (in Shares) | 8,463 | |||||||||||
Issuance of shares for services | $ 5 | 168,295 | 168,300 | |||||||||
Issuance of shares for services (in Shares) | 4,675 | |||||||||||
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 | |||||||||||
Stock option compensation | 589,014 | 609,014 | ||||||||||
Restricted stock unit compensation | 308,479 | 308,479 | ||||||||||
Issuance of restricted stock units for compensation | $ 2 | (2) | ||||||||||
Issuance of restricted stock units for compensation (in Shares) | 157 | |||||||||||
Sale of common stock | $ 9 | 507,007 | 507,016 | |||||||||
Sale of common stock (in Shares) | 8,463 | |||||||||||
Issuance of shares for services | $ 75 | 484,450 | 484,525 | |||||||||
Issuance of shares for services (in Shares) | 74,675 | |||||||||||
Issuance of shares of Pearsanta Common Stock for IP | 10,000 | 10,000 | ||||||||||
Warrants issued for cash, net of issuance costs | 1,581,467 | 1,581,467 | ||||||||||
Exercise of warrants | $ 1,057 | (57) | 1,000 | |||||||||
Exercise of warrants (in Shares) | 1,055,374 | |||||||||||
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 shares for debt issuance costs | $ 32 | 354,806 | 354,838 | |||||||||
Issuance of shares for debt issuance costs (in Shares) | 31,251 | |||||||||||
Issuance of warrants for offering, net of issuance costs | 14,411,028 | 14,411,028 | ||||||||||
Modification of warrants | 319,871 | (319,871) | ||||||||||
Redemption of Series C Preferred shares to related party | (1,000) | (1,000) | ||||||||||
Redemption of Series C Preferred shares to related party (in Shares) | (1) | |||||||||||
Series A-1 Preferred shares issued for exchange agreement | $ 22 | 22,277,211 | 22,277,233 | |||||||||
Series A-1 Preferred shares issued for exchange agreement (in Shares) | 22,280 | |||||||||||
Note exchange agreement | $ 3 | 2,686,306 | 2,686,309 | |||||||||
Note exchange agreement (in Shares) | 2,625 | |||||||||||
Rounding from reverse stock split | $ 36 | (36) | ||||||||||
Rounding from reverse stock split (in Shares) | 41,351 | |||||||||||
Net loss | (32,380,839) | (9,608) | (32,390,447) | |||||||||
Balance at Dec. 31, 2023 | $ 22 | $ 3 | $ 1,319 | (201,605) | 143,997,710 | (127,741,072) | (9,608) | 16,046,769 | ||||
Balance (in Shares) at Dec. 31, 2023 | 22,280 | 2,625 | 1,318,918 | |||||||||
Stock option compensation | 24,573 | 24,573 | ||||||||||
MDNA asset purchase | $ 50 | 1,008,619 | 1,008,669 | |||||||||
MDNA asset purchase (in Shares) | 50,000 | |||||||||||
Brain asset purchase | $ 6 | 5,970,437 | 5,970,443 | |||||||||
Brain asset purchase (in Shares) | 6,000 | |||||||||||
Issuance of shares for settlement of AP | $ 296 | 1,599,704 | 1,600,000 | |||||||||
Issuance of shares for settlement of AP (in Shares) | 296,296 | |||||||||||
Net loss | (14,729,727) | (138,967) | (14,868,694) | |||||||||
Balance at Mar. 31, 2024 | $ 22 | $ 3 | $ 6 | $ 1,665 | $ (201,605) | $ 152,601,043 | $ (142,470,799) | $ (148,575) | $ 9,781,760 | |||
Balance (in Shares) at Mar. 31, 2024 | 22,280 | 2,625 | 6,000 | 1,665,214 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||||
Net loss | $ (14,868,694) | $ (5,984,706) | $ (32,390,447) | $ (27,649,876) |
Adjustments to reconcile net loss to net cash used in operating activities | ||||
Stock-based compensation | 24,573 | 339,451 | 1,402,018 | 3,131,368 |
Depreciation expense | 142,932 | 109,896 | 435,027 | 428,977 |
Amortization of intangible assets | 833 | 26,750 | 107,556 | 107,000 |
Amortization of debt discount | 635,710 | 2,821,629 | 1,533,048 | |
Impairment on notes receivable | 543,938 | |||
Disposal of fixed assets | 6,976 | |||
Gain on note exchange agreement | 208,670 | (51,712) | ||
Changes in operating assets and liabilities: | ||||
Accounts receivable | (18,718) | 198,940 | 119,635 | (438,117) |
Prepaid expenses | (239,494) | (51,533) | 279,479 | (36,767) |
Deposits | (26,086) | (54,940) | 248,956 | 23,884 |
Inventory | 122,734 | 186,563 | 204,591 | (455,396) |
Accounts payable and accrued expenses | 1,343,946 | 1,277,788 | 6,646,457 | 412,959 |
Settlement liability | 1,600,000 | |||
Net cash used in operating activities | (5,960,931) | (3,951,791) | (18,576,811) | (22,392,006) |
Adjustments to reconcile net loss to net cash used in operating activities | ||||
Stock-based compensation from asset purchase | 6,712,663 | |||
Loss on note exchange agreement | 208,670 | |||
CASH FLOWS FROM FINANCING ACTIVITIES: | ||||
New principal from extension of notes, net of debt discount | 451,974 | |||
Advance on private placement | 600,000 | |||
Cash from subscription receivable | 5,444,628 | |||
CASH FLOWS FROM INVESTING ACTIVITIES: | ||||
Purchase of fixed assets | (5,049) | (14,407) | (367,079) | |
Tenant improvement allowance receivable | 125,161 | |||
Net cash used in investing activities | (5,049) | (14,407) | (241,918) | |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||||
Proceeds from notes - related party | 467,000 | 1,062,523 | 80,000 | |
Proceeds from notes and convertible notes payable, net of offering costs | 1,269,950 | 1,245,853 | 7,903,445 | 2,795,000 |
Repayments of note payable - related party | (375,000) | (687,523) | (80,000) | |
Repayments of note payable | (1,906,052) | (3,152,488) | (3,206,887) | |
Exercise of warrants, modification of warrants, and issuance of warrants | 1,000 | 1,109,574 | ||
Payments on financing on fixed asset | (262,160) | (262,160) | (400,491) | |
Net cash provided by financing activities | 5,952,500 | 1,490,709 | 15,919,680 | 17,530,503 |
Common stock and warrants issued for cash, net of issuance costs | 507,016 | 11,054,883 | 17,233,307 | |
NET INCREASE (DECREASE) IN CASH | (8,431) | (2,466,131) | (2,671,538) | (5,103,421) |
CASH AT BEGINNING OF YEAR | 97,102 | 2,768,640 | 2,768,640 | 7,872,061 |
CASH AT END OF YEAR | 88,671 | 302,509 | 97,102 | 2,768,640 |
Supplemental cash flow information: | ||||
Cash paid for income taxes | ||||
Cash paid for interest expense | 622,762 | 193,175 | 2,726,020 | 753,038 |
Issuance of shares in asset purchase | 266,448 | |||
Shares issued for settlement | 1,600,000 | |||
Return of notes payable from Evofem merger agreement | 11,174,426 | |||
Accrued interest rolled into notes payable | $ 538,223 | |||
Issuance of shares for the settlement of accounts payable | 80,000 | |||
Debt discount from warrants issued with convertible note payable | 878,622 | |||
Debt discount from shares issued as inducement for note payable | 146,522 | |||
Shares issued for debt offering costs | 354,838 | 96,030 | ||
Warrant modification | 319,871 | 37,677 | ||
Deferred issuance costs | 50,000 | |||
Issuance of shares of Pearsanta Common Stock for IP | 10,000 | |||
Assumption of notes payable from Evofem merger agreement | 11,173,750 | |||
Series A-1 Preferred shares issued for exchange agreement | 22,277,233 | |||
Accrued intertest rolled into notes payable | 701,315 | |||
Series B-2 Preferred shares issued in note exchange agreement | 2,686,306 | |||
Series B Preferred Shares | ||||
CASH FLOWS FROM FINANCING ACTIVITIES: | ||||
Sale of Preferred shares to related party | 20,000 | |||
Redemption of Preferred shares to related party | (20,000) | |||
Series C Preferred Shares | ||||
CASH FLOWS FROM FINANCING ACTIVITIES: | ||||
Sale of Preferred shares to related party | 1,000 | |||
Redemption of Preferred shares to related party | $ (1,000) |
Organization and Nature of Busi
Organization and Nature of Business | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Going Concern Analysis [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 majority owned subsidiary. On April 13, 2023, the Company formed Adivir, Inc., a Delaware wholly owned subsidiary. On August 24, 2023, the Company formed Adivue, Inc., a Delaware wholly owned subsidiary. On October 16, 2023, the Company formed Adicure, Inc., which was renamed Adifem, Inc., a Delaware wholly owned subsidiary. Reverse Stock 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 $5,060.00 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 used 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. On December 29, 2023, the Company entered into a securities purchase agreement (the “Purchase Agreement”) with an institutional investor (“the “Purchaser”) 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 1,237,114 shares of the Company’s common stock, par value $0.001 (the “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 the Company’s Common Stock, at a purchase price of $4.85 per share. The Private Placement closed and the funds were received on January 4, 2024. The net proceeds to the Company from the Private Placement were approximately $5.4 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 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. | 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 majority owned subsidiary. On April 13, 2023, the Company formed Adivir, Inc., a Delaware wholly owned subsidiary. On August 24, 2023, the Company formed Adivue, Inc., a Delaware wholly owned subsidiary. On October 16, 2023, the Company formed Adicure, 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 used 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. On December 29, 2023, the Company entered into a securities purchase agreement (the “Purchase Agreement”) with an institutional investor (“the “Purchaser”) 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 1,237,114 shares of the Company’s common stock, par value $0.001 (the “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 the Company’s Common Stock, at a purchase price of $4.85 per share. The Private Placement closed and the funds were received on January 4, 2024. The net proceeds to the Company from the Private Placement were approximately $5.4 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 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. |
Going Concern Analysis
Going Concern Analysis | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
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 three months ended March 31, 2024, the Company had a net loss of $14,868,694 and negative cash flow from operating activities of $5,960,931. As of March 31, 2024, the Company’s cash balance was $88,671. As of March 31, 2024, the Company had approximately $1.8 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 16, 2024, the Company’s aggregate market value of the voting and non-voting equity held by non-affiliates was below $3.0 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 November 21, 2023, the Company received written notice from Nasdaq that we had regained compliance with the Public Float Rule. On December 29, 2023, the Company received written notice from Nasdaq that we had regained compliance with the Stockholders’ Equity Rule but will be subject to a Mandatory Panel Monitor for a period of one year. 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. The Company continues to actively pursue numerous capital raising transactions with the objective of obtaining sufficient bridge funding to meet the Company’s existing capital needs as well as more substantial capital raises to meet the Company’s longer-term needs. 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, 2023, the Company had a net loss of $32,390,447 and negative cash flow from operating activities of $18,576,811. As of December 31, 2023, the Company’s cash balance was $97,102. As of December 31, 2023, the Company had approximately $1.8 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 November 21, 2023, the Company received written notice from Nasdaq that we had regained compliance with the Public Float Rule. On December 29, 2023, the Company received written notice from Nasdaq that we had regained compliance with the Stockholders’ Equity Rule but will be subject to a Mandatory Panel Monitor for a period of one year. 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. The Company continues to actively pursue numerous capital raising transactions with the objective of obtaining sufficient bridge funding to meet the Company’s existing capital needs as well as more substantial capital raises to meet the Company’s longer-term needs. 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. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
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 March 31, 2024 and March 31, 2023. 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, 2023, filed with the SEC on April 16, 2024. The interim results for the three months ended March 31, 2024 are not necessarily indicative of the results to be expected for the year ended December 31, 2024 or for any future interim periods. Principles of Consolidation The consolidated financial statements include the accounts of Aditxt, Inc., its wholly owned subsidiaries and, one majority owned subsidiary. All significant intercompany balances and transactions have been eliminated in the 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, the reserve on insurance billing, value of preferred shares issued, our investments in preferred shares, estimation of discounts on non-interest bearing borrowing, 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. (See Note 9) 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. Investments The following table sets forth a summary of the changes in equity investments. This investment has been recorded at cost in accordance with ASC 321. For the As of December 31, 2023 22,711,221 Purchase of equity investments - Unrealized gains - As of March 31, 2024 $ 22,711,221 This investment is included in its own line item on the Company’s consolidated balance sheets. Non-marketable equity investments (for which we do not have significant influence or control) are investments without readily determinable fair values that are recorded based on initial cost minus impairment, if any, plus or minus adjustments resulting from observable price changes in orderly transactions for identical or similar securities, if any. All gains and losses on investments in non-marketable equity securities, realized and unrealized, are recognized in investment and other income (expense), net. We monitor equity method and non-marketable equity investments for events or circumstances that could indicate the investments are impaired, such as a deterioration in the investee’s financial condition and business forecasts and lower valuations in recently completed or anticipated financings, and recognize a charge to investment and other income (expense), net for the difference between the estimated fair value and the carrying value. For equity method investments, we record impairment losses in earnings only when impairments are considered other-than-temporary. 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 March 31, 2024 and December 31, 2023, there was an allowance for doubtful accounts of zero and zero, respectively. Accounts receivable is made up of billed and unbilled of $273,802 and $153,242 as of March 31, 2024 and $236,605 and $171,721 as of December 31, 2023, respectively. Income Taxes Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. At March 31, 2024 and December 31, 2023, the Company had a full valuation allowance against its deferred tax assets. 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. Equity instruments issued as offering costs have zero net effect on the Company’s equity. 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 TM 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 three months ended March 31, 2024 and 2023, the Company incurred patent licensing fees of $61,666 and $60,000, 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 three months ended March 31, 2024 and 2023, the Company incurred research and development costs of $8,145,266 and $1,387,541, respectively. Non-controlling Interest in Subsidiary Non-controlling interests represent the Company’s subsidiary’s cumulative results of operations and changes in deficit attributable to non-controlling shareholders. During the three months ended March 31, 2024 and 2023, the Company recognized $138,967 and $0 in net loss attributable to non-controlling interest in Pearsanta. The Company owns approximately 90.2% of Pearsanta, Inc., as of March 31, 2024. 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 March 31, 2024, 45,572 stock options, 0 unvested restricted stock units, 5,097,080 warrants, 22,280 shares of preferred series A-1 stock, 6,000 shares of preferred series B-1, and 2,625 shares of preferred series B-2 stock were excluded from dilutive earnings per share as their effects were anti-dilutive. Instrument Quantity Issued and Outstanding as of Common Stock Equivalent Series A Preferred Stock - - Preferred Series A-1 Stock 22,280 5,018,019 Series B Preferred Stock - - Preferred Series B-1 Stock 6,000 1,477,833 Preferred Series B-2 Stock 2,625 557,325 Series C Preferred Stock - - Warrants 5,097,080 5,097,080 Options 45,572 45,572 Total Common Stock Equivalent 12,195,829 As of March 31, 2023, 44,710 stock options, 4,267 unvested restricted stock units, and 5,079,348 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”). Principles of Consolidation The consolidated financial statements include the accounts of Aditxt, Inc., its wholly owned subsidiaries and, one majority owned subsidiary. All significant intercompany balances and transactions have been eliminated in the 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, the reserve on insurance billing, value of preferred shares issued, our investments in preferred shares, estimation of discounts on non-interest bearing borrowing, 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. (See Note 9) 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. Investments The following table sets forth a summary of the changes in equity investments. This investment has been recorded at cost in accordance with ASC 321. For the year As of December 31, 2022 - Purchase of equity investments 22,711,211 Unrealized gains - As of December 31, 2023 $ 22,711,221 This investment is included in its own line item on the Company’s consolidated balance sheet. Non-marketable equity investments (for which we do not have significant influence or control) are investments without readily determinable fair values that are recorded based on initial cost minus impairment, if any, plus or minus adjustments resulting from observable price changes in orderly transactions for identical or similar securities, if any. All gains and losses on investments in non-marketable equity securities, realized and unrealized, are recognized in investment and other income (expense), net. We monitor equity method and non-marketable equity investments for events or circumstances that could indicate the investments are impaired, such as a deterioration in the investee’s financial condition and business forecasts and lower valuations in recently completed or anticipated financings, and recognize a charge to investment and other income (expense), net for the difference between the estimated fair value and the carrying value. For equity method investments, we record impairment losses in earnings only when impairments are considered other-than-temporary. 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, 2023 and 2022, there was an allowance for doubtful accounts of zero and $18,634, respectively. Accounts receivable is made up on billed and unbilled of $236,605 and $171,721 as of December 31, 2023 and $527,961 and zero as of December 31, 2022, respectively. Income Taxes Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. At December 31, 2023 and December 31, 2022, the Company had a full valuation allowance against its deferred tax assets. 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. Equity instruments issued as offering costs have zero net effect on the Company’s equity. 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 years ended December 31, 2023 and 2022, the Company incurred patent licensing fees of $123,541 and $263,273, 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, 2023 and 2022, the Company incurred research and development costs of $7,074,339 and $7,268,084, respectively. Non-controlling Interest in Subsidiary Non-controlling interests represent the Company’s subsidiary’s cumulative results of operations and changes in deficit attributable to non-controlling shareholders. During the years ended December 31, 2023 and 2022, the Company recognized $9,608 and $0 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, 2023, 45,572 stock options, 0 unvested restricted stock units, 5,047,451 warrants, 22,280 shares of preferred series A-1 stock, and 2,625 shares of preferred series B-2 stock were excluded from dilutive earnings per share as their effects were anti-dilutive. As of December 31, 2022, 1,105 stock options, 180 unvested restricted stock units, and 127,251 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. |
Fixed Assets
Fixed Assets | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Fixed Assets [Abstract] | ||
FIXED ASSETS | NOTE 4 – FIXED ASSETS The Company’s fixed assets include the following on March 31, 2024: Cost Basis Accumulated Net Computers $ 378,480 $ (342,303 ) $ 36,177 Lab Equipment 2,711,525 (949,414 ) 1,762,111 Office Furniture 56,656 (15,282 ) 41,374 Other Fixed Assets 148,605 (25,632 ) 122,973 Leasehold Improvements 120,440 (61,315 ) 59,125 Total Fixed Assets $ 3,415,706 $ (1,393,946 ) $ 2,021,760 The Company’s fixed assets include the following on December 31, 2023 Cost Basis Accumulated Net Computers $ 378,480 $ (320,473 ) $ 58,007 Lab Equipment 2,585,077 (859,612 ) 1,725,465 Office Furniture 56,656 (13,866 ) 42,790 Other Fixed Assets 8,605 (2,084 ) 6,521 Leasehold Improvements 120,440 (54,980 ) 65,460 Total Fixed Assets $ 3,149,258 $ (1,251,015 ) $ 1,898,243 Depreciation expense was $142,932 and $109,896 for the three months ended March 31, 2024 and 2023, respectively. As of March 31, 2024 and December 31, 2023, the fixed assets that serve as collateral subject to the financed asset liability have a carrying value of $1,006,741 and $1,316,830, respectively. Fixed asset activity for the three months ended March 31, 2024 consisted of the following: For the As of December 31, 2023 3,149,258 Brain Scientific Asset Purchase 266,448 Additions - As of March 31, 2024 $ 3,415,706 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 March 31, 2024, 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 March 31, 2024, 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 March 31, 2024, the Company has four payments in arrears. As of March 31, 2024, all lab equipment financing agreements have matured and are in default status. | NOTE 4 – FIXED ASSETS The Company’s fixed assets include the following on December 31, 2023: Cost Basis Accumulated Net Computers $ 378,480 $ (320,473 ) $ 58,007 Lab Equipment 2,585,077 (859,612 ) 1,725,465 Office Furniture 56,656 (13,866 ) 42,790 Other Fixed Assets 8,605 (2,084 ) 6,521 Leasehold Improvements 120,440 (54,980 ) 65,460 Total Fixed Assets $ 3,149,258 $ (1,251,015 ) $ 1,898,243 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 $435,027 and $428,977 for the years ended December 31, 2023 and 2022, respectively. As of December 31, 2023 and 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 December 31, 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 December 31, 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 December 31, 2023, the Company has four payments in arrears. As of December 31, 2023, all lab equipment financing agreements have matured and are in default status. |
Intangible Assets
Intangible Assets | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Intangible Assets [Abstract] | ||
INTANGIBLE ASSETS | NOTE 5 – INTANGIBLE ASSETS The Company’s intangible assets include the following on March 31, 2024: Cost Basis Accumulated Net Proprietary Technology $ 321,000 $ (321,000 ) $ - Intellectual property 10,000 (1,389 ) 8,611 Total Intangible Assets $ 331,000 $ (322,389 ) $ 8,611 The Company’s intangible assets include the following on December 31, 2023: Cost Basis Accumulated Net Proprietary Technology $ 321,000 $ (321,000 ) $ - Intellectual property 10,000 (556 ) 9,444 Total Intangible Assets $ 331,000 $ (321,556 ) $ 9,444 Amortization expense was $833 and $26,750 for the three months ended March 31, 2024 and 2023, respectively. The Company’s proprietary technology is being amortized over its estimated useful life of three years. For the As of December 31, 2023 321,000 Additions - As of March 31, 2024 $ 321,000 | NOTE 5 – INTANGIBLE ASSETS The Company’s intangible assets include the following on December 31, 2023: Cost Basis Accumulated Net Proprietary Technology $ 321,000 $ (321,000 ) $ - Intellectual property 10,000 556 9,444 Total Intangible Assets $ 321,000 $ (321,556 ) $ 9,444 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 $107,556 and $107,000 for the years ended December 31, 2023 and 2022, respectively. The Company’s proprietary technology is being amortized over its estimated useful life of three years. |
Related Party Transactions
Related Party Transactions | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Related Party Transactions [Abstract] | ||
RELATED PARTY TRANSACTIONS | NOTE 6 – RELATED PARTY TRANSACTIONS On November 30, 2023, Amro Albanna, the Chief Executive Officer of the Company, loaned $10,000 to the Company. The loan was evidenced by an unsecured promissory note (the “November Note”). Pursuant to the terms of the November Note, it will accrue interest at a rate of eight and a half percent (8.50%) per annum, the Prime rate on the date of signing, and is due on the earlier of May 30, 2024 or an event of default, as defined therein. As of March 31, 2024, the note was fully paid off. On December 6, 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 “First December Note”). Pursuant to the terms of the First December Note, it will accrue interest at a rate of eight and a half percent (8.50%) per annum, the Prime rate on the date of signing, and is due on the earlier of June 6, 2024 or an event of default, as defined therein. As of March 31, 2024, the note was fully paid off. On December 20, 2023, Amro Albanna, the Chief Executive Officer of the Company, loaned $165,000 to the Company. The loan was evidenced by an unsecured promissory note (the “Second December Note”). Pursuant to the terms of the Second December Note, it will accrue interest at a rate of eight and a half percent (8.50%) per annum, the Prime rate on the date of signing, and is due on the earlier of June 20, 2024 or an event of default, as defined therein. As of March 31, 2024, the note was fully paid off. On February 7, 2024, Amro Albanna, the Chief Executive Officer of the Company loaned $30,000 to the Company. The loan was evidenced by an unsecured promissory note (the “February 7th Note”). Pursuant to the terms of the February 7th Note, it will accrue interest at the Prime rate of eight and one-half percent (8.5%) per annum and is due on the earlier of August 7, 2024 or an event of default, as defined therein. As of March 31, 2024 the note has an outstanding principal balance of $30,000. On February 15, 2024, Amro Albanna, the Chief Executive Officer of the Company loaned $205,000 to the Company. The loan was evidenced by an unsecured promissory note (the “February 15th Note”). Pursuant to the terms of the February 15th Note, it will accrue interest at the Prime rate of eight and one-half percent (8.5%) per annum and is due on the earlier of August 15, 2024 or an event of default, as defined therein. As of March 31, 2024 the note has an outstanding principal balance of $205,000. On February 29, 2024, Amro Albanna, the Chief Executive Officer of the Company, and Shahrokh Shabahang, the Chief Innovation Officer of the Company, loaned $117,000 and $115,000, respectively, to the Company. The loans were evidenced by an unsecured promissory note (the “February 29th Notes”). Pursuant to the terms of the February 29th Notes, it will accrue interest at the Prime rate of eight and one-half percent (8.5%) per annum and is due on the earlier of August 29, 2024 or an event of default, as defined therein. As of March 31, 2024 these notes have an outstanding principal balance of $232,000. See Note 12 for additional loans incurred or paid subsequent to March 31, 2024. | NOTE 6 – RELATED PARTY TRANSACTIONS On January 28, 2022, the Company granted 9,600 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 “Series B 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 Series B Preferred Stock. The Certificate of Designation provides that the share of Series B 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 Series B 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 Series B Preferred Stock otherwise has no voting rights except as otherwise required by the General Corporation Law of the State of Delaware. The Series B 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 Series B 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 Series B Preferred Stock will not be entitled to receive dividends of any kind. The outstanding share of Series B 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 Series B Preferred Stock will receive consideration of $20,000 in cash. On September 13, 2022, the share was redeemed. 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 Series B 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 Series B 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 Series B Preferred Stock otherwise has no voting rights except as otherwise required by the General Corporation Law of the State of Delaware. On July 21, 2022, the Chief Executive Officer loaned $80,000 to the Company. The loan was evidenced by an unsecured promissory note (the “July 2022 Promissory Note”). Pursuant to the terms of the July 2022 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 July 2022 Promissory Note and $812 of accrued interest to its Chief Executive Officer. The Chief Executive Officer and the Company entered the July 2022 Promissory Note on July 21, 2022. 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 December 31, 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 December 31, 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 December 31, 2023, the June Note was fully paid off. On July 11, 2023, the Company entered into a Subscription and Investment Representation Agreement with the Purchaser, pursuant to which the Company agreed to issue and sell one (1) share of the Company’s Series C Preferred Stock (the “Series C Preferred Stock”), par value $0.001 per share, to the Purchaser for $1,000 in cash. 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 Series C Preferred Stock. The Certificate of Designation provides that the share of Series C 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 Series C 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 Series C Preferred Stock otherwise has no voting rights except as otherwise required by the General Corporation Law of the State of Delaware. The Series C 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 Series C 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 Series C Preferred Stock will not be entitled to receive dividends of any kind. The outstanding share of Series C 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 Series C Preferred Stock will receive consideration of $1,000 in cash. On August 17, 2023, the share was redeemed. On November 30, 2023, Amro Albanna, the Chief Executive Officer of the Company, loaned $10,000 to the Company. The loan was evidenced by an unsecured promissory note (the “November Note”). Pursuant to the terms of the November Note, it will accrue interest at a rate of eight and a half percent (8.50%) per annum, the Prime rate on the date of signing, and is due on the earlier of May 30, 2024 or an event of default, as defined therein. As of December 31, 2023, there was a remaining principal balance of $10,000 on the November Loan and accrued interest of $72. On December 6, 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 “First December Note”). Pursuant to the terms of the First December Note, it will accrue interest at a rate of eight and a half percent (8.50%) per annum, the Prime rate on the date of signing, and is due on the earlier of June 6, 2024 or an event of default, as defined therein. As of December 31, 2023, there was a remaining principal balance of $200,000 on the First December Loan and accrued interest of $1,164. On December 20, 2023, Amro Albanna, the Chief Executive Officer of the Company, loaned $165,000 to the Company. The loan was evidenced by an unsecured promissory note (the “Second December Note”). Pursuant to the terms of the Second December Note, it will accrue interest at a rate of eight and a half percent (8.50%) per annum, the Prime rate on the date of signing, and is due on the earlier of June 20, 2024 or an event of default, as defined therein. As of December 31, 2023, there was a remaining principal balance of $165,000 on the Second December Loan and accrued interest of $423. See Note 12 for additional loans incurred or paid subsequent to December 31, 2023. |
Notes Payable
Notes Payable | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Notes Payable [Abstract] | ||
NOTES PAYABLE | NOTE 7 – NOTES PAYABLE 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. On January 24, 2024, the October MCA Agreement was restructured in connection with the January Loan Agreement, as defined below. 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 balance on the August Loan of $1,089,000 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. As of March 31, 2024 the November Loan has an outstanding principal balance of $1,752,827, an unamortized debt discount of $57,647, and accrued interest of $469,892. As of December 31, 2023 the November Loan has an outstanding principal balance of $1,990,699. The November Loan Agreement is currently in default status. On November 24, 2023, the Company entered into a loan with a principal of $53,099. The loan was evidenced by an unsecured promissory note (the “Second November Note”). Pursuant to the terms of the Second November Note, it will accrue interest at a rate of eight and a half percent (8.50%) per annum, the Prime rate on the date of signing, and is due on the earlier of May 24, 2024 or an event of default, as defined therein. As of March 31, 2024, the note was fully paid off. As of December 31, 2023, there was a remaining principal balance of $53,099 on the Second December Loan and accrued interest of $458. On January 24, 2024, the Company entered into a Business Loan and Security Agreement (the “January 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 $3,600,000, which includes origination fees of $252,000 (the “January Loan”). Pursuant to the January Loan Agreement, the Company granted the Lender a continuing secondary security interest in certain collateral (as defined in the January Loan Agreement). The total amount of interest and fees payable by the Company to the Lender under the January Loan will be $5,364,000, which will be repayable by the Company in 30 weekly installments of $178,800. The Company received net proceeds from the January Loan of $814,900 following repayment of the outstanding balance on the October Purchased Amount of $2,533,100. As of March 31, 2024, there was a remaining principal balance of $3,519,577, an unamortized debt discount of $176,400, and accrued interest of $714,826. The January Loan Agreement is currently in default status. On March 7, 2024, Sixth Borough Capital Fund, LP loaned $300,000 to the Company. The loan was evidenced by an unsecured promissory note (the “Sixth Borough Note”). Pursuant to the terms of the Sixth Borough Note, it will accrue interest at the Prime rate of eight and one-half percent (8.5%) per annum and is due on the earlier of March 31, 2024 or an event of default, as defined therein. As of March 31, 2024 the note has an outstanding principal balance of $300,000. The Sixth Borough Note was subsequently converted into Series C-1 Preferred Stock in connection with the Private Placement (as defined below). (See note 12) Evofem Merger In connection with the Agreement and Plan of Merger (the “Merger Agreement”) with Adicure, Inc., a Delaware corporation and wholly owned subsidiary of the Company (“Merger Sub”) and Evofem Biosciences, Inc., a Delaware corporation (“Evofem”), the Company, Evofem and the holders (the “Holders”) of certain senior indebtedness (the “Notes”) entered into an Assignment Agreement dated December 11, 2023 (the “Assignment Agreement”), pursuant to which the Holders assigned the Notes to the Company in consideration for the issuance by the Company of (i) an aggregate principal amount of $5 million in secured notes of the Company 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 (the “IP 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 (the “Security Agreement”) entered into in connection with the Assignment Agreement. As of March 31, 2024, there was a remaining principal balance of $250,000 on the Notes. Subject to the terms and conditions set forth in the Merger Agreement, at the effective time of the Merger (the “Effective Time”), (i) all issued and outstanding shares of common stock, par value $0.0001 per share of Evofem (“Evofem Common Stock”), other than any shares of Evofem Common Stock held by the Company or Merger Sub immediately prior to the Effective Time, will be converted into the right to receive an aggregate of 610,000 shares of the Company’s common stock, par value $0.001 per share (“Company Common Stock”); and (ii) all issued and outstanding shares of Series E-1 Preferred Stock, par value $0.0001 of Evofem (the “Evofem Unconverted Preferred Stock”), other than any shares of Evofem Unconverted Preferred Stock held by the Company or Merger Sub immediately prior to the Effective Time, will be converted into the right to receive an aggregate of 2,327 shares of Series A-1 Preferred Stock, par value $0.001 of the Company (the “Company Preferred Stock”), having such rights, powers, and preferences set forth in the form of Certificate of Designation of Series A-1 Preferred Stock, the form of which is attached as Exhibit C to the Merger Agreement. The respective obligations of each of the Company, Merger Sub and Evofem to consummate the closing of the Merger (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) approval by the Company’s shareholders and Evofem shareholders; (ii) the registration statement on Form S-4 pursuant to which the shares of the Company Common Stock issuable in the Merger being declared effective by the U.S. Securities and Exchange Commission; (iii) the entry into a voting agreement by the Company and certain members of Evofem management; (iv) all preferred stock of Evofem other than the Evofem Unconverted Preferred Stock shall have been converted to Evofem Common Stock; (v) Evofem shall have received agreements (the “Evofem Warrant Holder 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 Company Preferred Stock; (vi) Evofem shall have cashed out any other holder of Evofem warrants who has not provided an Evofem Warrant Holder Agreement; and (vii) Evofem shall have obtained waivers from the holders of the convertible notes of Evofem (the “Evofem Convertible Notes”) with respect to any fundamental transaction rights that such holder may have under the Evofem Convertible Notes, including any right to vote, consent, or otherwise approve or veto any of the transactions contemplated under the Merger Agreement. The obligations of the Company and Merger Sub 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) the Company shall have obtained agreements from the holders of Evofem Convertible Notes and purchase rights they hold to exchange such Convertible Notes and purchase rights for not more than an aggregate (for all holders of Evofem Convertible Notes) of 86,153 shares of Company Preferred Stock; (ii) the Company shall have received waivers form the holders of certain of the Company’s securities which contain prohibitions on variable rate transactions; and (iii) the Company, Merger Sub and Evofem shall work together between the Execution Date and the Effective Time to determine the tax treatment of the Merger and the other transactions contemplated by the Merger Agreement. 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) the Company shall have regained compliance with the stockholders’ equity requirement in Nasdaq Listing Rule 5550(b)(1) and shall meet all other applicable criteria for continued listing, subject to any panel monitor imposed by Nasdaq. As the January 2024 Secured Notes and September 2024 Secured Notes did not contain a stated interest rate, the Company calculated an imputed interest rate of 26.7% based on the Company’s weighted average cost of capital for the period in which the January 2024 Secured Notes and September 2024 Secured Notes were outstanding. This amounted to approximately $1.8 million which was recorded as a discount to be amortized over the life of the January 2024 Secured Notes and September 2024 Secured Notes. Secured Notes Amendments and Assignment On January 2, 2024, the Company and certain holders of the secured notes (the “Holders”) entered into amendments to the January 2024 Secured Notes (“Amendment No. 1 to January 2024 Secured Notes”), pursuant to which the maturity date of the January 2024 Notes was extended to January 5, 2024. On January 5, 2024, the Company and the Holders entered into amendments to the January 2024 Secured Notes (“Amendment No. 2 to January 2024 Secured Notes”) and amendments to the September 2024 Secured Notes (“Amendment No. 1 to September 2024 Secured Notes”), pursuant to which the Company and the Holders agreed that in consideration of a principal payment in the aggregate amount of $1 million on the January 2024 Secured Notes and in increase in the aggregate principal balance of $250,000 on the September 2024 Secured Notes, that the maturity date of the January 2024 Secured Notes would be further extended to January 31, 2024. On January 31, 2024, the Company and the Holders entered into amendments to the January 2024 Secured Notes (“Amendment No. 3 to January 2024 Secured Notes”), pursuant to which the maturity date of the January 2024 Notes was extended to February 29, 2024. In addition, on January 31, 2024, the Company and the Holders entered into amendments to the September 2024 Secured Notes (“Amendment No. 2 to September 2024 Secured Notes”), pursuant to which the Company and the Holders agreed that in consideration of a principal payment in the aggregate amount of $1.25 million on the January 2024 Secured Notes and in increase in the aggregate principal balance of $300,000 on the September 2024 Secured Notes. Pursuant to Amendment No. 3 to the January 2024 Secured Notes, the Company was required to make the Additional Consideration payment no later than February 9, 2024. As a result of the Company’s failure to make the Additional Consideration payment by February 9, 2023, the January 2024 Secured Notes and the September 2024 Secured Notes were in default and the entire principal balance of the January 2024 Secured Notes and the September 2024 Secured Notes, without demand or notice, were due and payable. As a result of the defaults on the January 2024 Secured Notes and the September 2024 Secured Notes, the Company was in default on the Business Loan and Security Agreement dated January 24, 2024 (the January Business Loan”), which had a current balance of approximately $5.2 million, and the Business Loan and Security Agreement dated November 7, 2023 (the “November Business Loan”) which had a current balance of approximately $2.7 million. On February 26, 2024, the Company and the Holders entered into an Assignment Agreement (the “February Assignment Agreement”), pursuant to which the Company assigned all remaining amounts due under the January 2024 Secured Notes, the September 2024 Secured Notes and the Unsecured Notes (collectively, the “Notes”) back to the Holders. The Company recognized a $208,670 loss on the transfer of these notes. In connection with the February Assignment Agreement, the Company and the Holders entered into a payoff letter (the “Payoff Letter”) and amendments to the January 2024 Secured Notes (“Amendment No. 4 to January 2024 Secured Notes”), pursuant to which the maturity date of the January 2024 Secured Notes was extended to March 31, 2024 and the outstanding balance under the Notes, after giving effect to the transactions contemplated by the February Assignment Agreement as applied pursuant to the Payoff Letter, was adjusted to $250,000. On April 15, 2024, the Company repaid the $250,000. | 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 (the “May Repayment Amount) and will be repaid in 28 weekly installments of $102,857. On October 5, 2023 the May Repayment Amount was restructured in connection with the October MCA Agreement (as defined below). 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 December 31, 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 (the “August Repayment Amount”) and will be repaid in 21 weekly installments of $99,000 On November 7, 2023 the August Repayment Amount was restructured in connection with the November Loan Agreement (as defined below). 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. As of December 31, 2023 the October MCA Agreement has an outstanding principal balance of $2,498,245. The October MCA Agreement is currently in default status. 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 balance on the August Loan of $1,089,000 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. As of December 31, 2023 the November Loan has an outstanding principal balance of $1,990,699. The November Loan Agreement is currently in default status. On November 24, 2023, the Company entered into a loan with a principal of $53,099. The loan was evidenced by an unsecured promissory note (the “Second November Note”). Pursuant to the terms of the Second November Note, it will accrue interest at a rate of eight and a half percent (8.50%) per annum, the Prime rate on the date of signing, and is due on the earlier of May 24, 2024 or an event of default, as defined therein. As of December 31, 2023, there was a remaining principal balance of $53,099 on the Second December Loan and accrued interest of $458. 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 December 31, 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 $1.0 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 December 31, 2023, $2,625,000 in outstanding principal on the Second Tranche Note and accrued interest of $113,021 was converted into 2,625 shares of the Company’s Series B-2 Preferred Stock (See Note 10). Evofem Merger In connection with the Agreement and Plan of Merger (the “Merger Agreement”) with Adicure, Inc., a Delaware corporation and wholly owned subsidiary of the Company (“Merger Sub”) and Evofem Biosciences, Inc., a Delaware corporation (“Evofem”), the Company, Evofem and the holders (the “Holders”) of certain senior indebtedness (the “Notes”) entered into an Assignment Agreement dated December 11, 2023 (the “Assignment Agreement”), pursuant to which the Holders assigned the Notes to the Company in consideration for the issuance by the Company of (i) an aggregate principal amount of $5 million in secured notes of the Company 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 (the “IP 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 (the “Security Agreement”) entered into in connection with the Assignment Agreement. As of December 31, 2023, there was a remaining principal balance of $13,000,000 on the Notes. Subject to the terms and conditions set forth in the Merger Agreement, at the effective time of the Merger (the “Effective Time”), (i) all issued and outstanding shares of common stock, par value $0.0001 per share of Evofem (“Evofem Common Stock”), other than any shares of Evofem Common Stock held by the Company or Merger Sub immediately prior to the Effective Time, will be converted into the right to receive an aggregate of 610,000 shares of the Company’s common stock, par value $0.001 per share (“Company Common Stock”); and (ii) all issued and outstanding shares of Series E-1 Preferred Stock, par value $0.0001 of Evofem (the “Evofem Unconverted Preferred Stock”), other than any shares of Evofem Unconverted Preferred Stock held by the Company or Merger Sub immediately prior to the Effective Time, will be converted into the right to receive an aggregate of 2,327 shares of Series A-1 Preferred Stock, par value $0.001 of the Company (the “Company Preferred Stock”), having such rights, powers, and preferences set forth in the form of Certificate of Designation of Series A-1 Preferred Stock, the form of which is attached as Exhibit C to the Merger Agreement. The respective obligations of each of the Company, Merger Sub and Evofem to consummate the closing of the Merger (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) approval by the Company’s shareholders and Evofem shareholders; (ii) the registration statement on Form S-4 pursuant to which the shares of the Company Common Stock issuable in the Merger being declared effective by the U.S. Securities and Exchange Commission; (iii) the entry into a voting agreement by the Company and certain members of Evofem management; (iv) all preferred stock of Evofem other than the Evofem Unconverted Preferred Stock shall have been converted to Evofem Common Stock; (v) Evofem shall have received agreements (the “Evofem Warrant Holder 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 Company Preferred Stock; (vi) Evofem shall have cashed out any other holder of Evofem warrants who has not provided an Evofem Warrant Holder Agreement; and (vii) Evofem shall have obtained waivers from the holders of the convertible notes of Evofem (the “Evofem Convertible Notes”) with respect to any fundamental transaction rights that such holder may have under the Evofem Convertible Notes, including any right to vote, consent, or otherwise approve or veto any of the transactions contemplated under the Merger Agreement. The obligations of the Company and Merger Sub 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) the Company shall have obtained agreements from the holders of Evofem Convertible Notes and purchase rights they hold to exchange such Convertible Notes and purchase rights for not more than an aggregate (for all holders of Evofem Convertible Notes) of 86,153 shares of Company Preferred Stock; (ii) the Company shall have received waivers form the holders of certain of the Company’s securities which contain prohibitions on variable rate transactions; and (iii) the Company, Merger Sub and Evofem shall work together between the Execution Date and the Effective Time to determine the tax treatment of the Merger and the other transactions contemplated by the Merger Agreement. 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) the Company shall have regained compliance with the stockholders’ equity requirement in Nasdaq Listing Rule 5550(b)(1) and shall meet all other applicable criteria for continued listing, subject to any panel monitor imposed by Nasdaq. As the January 2024 Secured Notes and September 2024 Secured Notes did not contain a stated interest rate, the Company calculated an imputed interest rate of 26.7% based on the Company’s weighted average cost of capital for the period in which the January 2024 Secured Notes and September 2024 Secured Notes were outstanding. This amounted to approximately $1.8 million which was recorded as a discount to be amortized over the life of the January 2024 Secured Notes and September 2024 Secured Notes. See Note 12 for amendments entered into subsequent to year end. |
Leases
Leases | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
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 March 31, 2024 and December 31, 2023 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 31, 2026, subject to extension. As of March 31, 2024 the Company is 4.75 months in arrears on this lease. On March 6, 2024, the Company received correspondence from 532 Realty Associates, LLC (the “Landlord”) that the Company is in default under that certain Agreement of Lease dated November 3, 2021 by and between the Landlord and the Company (the “New York Lease”) for failure to pay Basic Rent and Additional Rent (as each term is defined in the New York Lease) in the aggregate amount of $40,707 (the “Past Due Rent”). We also lease approximately 5,810 square feet of laboratory and office space in Mountain View, California. The lease expires in August 31, 2024, subject to extension. As of March 31, 2024 the Company is 4 months in arrears on this lease. Additionally, we lease approximately 3,150 square feet of office space in Melville, New York. The lease expires in December 31, 2025, subject to extension. As of March 31, 2024 the Company is 4 months in arrears on this lease. The overdue amounts represent a payable of $413,300 which are included in accounts payable and accrued liabilities on the Company’s condensed consolidated balance sheet. Lease Costs Three Months Ended Three Months Ended Components of total lease costs: Operating lease expense $ 305,049 $ 297,091 Total lease costs $ 305,049 $ 297,091 Lease Positions as of March 31, 2024 and December 31, 2023 ROU lease assets and lease liabilities for our operating leases are recorded on the balance sheet as follows: March 31, December 31, Assets Right of use asset – long term $ 1,940,076 $ 2,200,299 Total right of use asset $ 1,940,076 $ 2,200,299 Liabilities Operating lease liabilities – short term $ 900,979 $ 999,943 Operating lease liabilities – long term 891,747 1,041,744 Total lease liability $ 1,792,726 $ 2,041,687 Lease Terms and Discount Rate as of March 31, 2024 Weighted average remaining lease term (in years) – operating leases 1.79 Weighted average discount rate – operating leases 8.00 % Maturities of leases are as follows: 2024 (remaining) $ 718,751 2025 710,546 2026 423,930 Total lease payments $ 1,853,227 Less imputed interest (60,501 ) Less current portion (900,979 ) Total maturities, due beyond one year $ 891,747 | 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 December 31, 2023 and 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 31, 2026, subject to extension. As of December 31, 2023 the Company is 1.75 months in arrears on this lease. We also lease approximately 5,810 square feet of laboratory and office space in Mountain View, California. The lease expires in August 31, 2024, subject to extension. As of December 31, 2023 the Company is 1 month in arrears on this lease. Additionally, we lease approximately 3,150 square feet of office space in Melville, New York. The lease expires in December 31, 2025, subject to extension. As of December 31, 2023 the Company is 1 month in arrears on this lease. Lease Costs Year Ended Year Ended Components of total lease costs: Operating lease expense $ 1,140,949 $ 1,396,875 Total lease costs $ 1,140,949 $ 1,396,875 Lease Positions as of December 31, 2023 and 2022 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 $ 2,200,299 $ 3,160,457 Total right of use asset $ 2,200,299 $ 3,160,457 Liabilities Operating lease liabilities – short term $ 999,943 $ 1,086,658 Operating lease liabilities – long term 1,041,744 1,885,218 Total lease liability $ 2,041,687 $ 2,971,876 Lease Terms and Discount Rate as of December 31, 2023 Weighted average remaining lease term (in years) – operating leases 1.92 Weighted average discount rate – operating leases 8.00 % Maturities of leases are as follows: Year Ended December 31, 2023 2024 $ 1,004,982 2025 710,546 2026 423,930 Total lease payments $ 2,139,458 Less imputed interest (97,771 ) Less current portion (999,943 ) Total maturities, due beyond one year $ 1,041,744 See Note 12 for additional disclosure regarding the Company’s leases. |
Commitments & Contingencies
Commitments & Contingencies | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Commitments & Contingencies [Abstract] | ||
COMMITMENTS & CONTINGENCIES | NOTE 9 – COMMITMENTS & CONTINGENCIES 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, 2023, the Company paid LLU an extension fee of $100,000. The Company did not make the March 31, 2024 payment; the Company intends to obtain an extension for this payment. Upon payment of this extension fee, an additional year will be added for the March 31, 2023 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, 2023, which will be extended to March 31, 2024 with a payment of a $100,000 extension fee, (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. The Company has not initiated clinical trials to date and the Company intends to obtain an extension to commence human trials by March 31, 2025. 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. Asset Purchase Agreement MDNA Lifesciences, Inc. On January 4, 2024 (the “Closing Date”), the Company completed its acquisition of certain assets and issued to MDNA Lifesciences, Inc. (“MDNA”): 50,000 shares of the Company’s Common Stock, 50,000 shares of the Company’s Warrants, and 5,000 shares of the Pearsanta Preferred Stock. The Company accounted for this transaction as an asset acquisition. On January 4, 2024, the Company, Pearsanta and MDNA entered into a First Amendment to Asset Purchase Agreement (the “First Amendment to Asset Purchase Agreement”), pursuant to which the parties agreed to: (i) the removal of an upfront working capital payment, (ii) the removal of a Closing Working Capital Payment (as defined in the Purchase Agreement”), and (iii) to increase the maximum amount of payments to be made by Aditxt 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. As part of this transaction, the Company acquired $1,008,669 in patents which was expensed to R&D. The fair market value of this transaction was determined by the purchase price paid in the transaction of 50,000 shares of the Company’s Common Stock which had a value of $256,000 based on the trading price of the common stock, 50,000 shares of the Company’s Warrants which had a value of $252,669 using a Black Sholes valuation, and 5,000 shares of the Pearsanta Preferred Stock which had a value of $500,000 based on the stated value of Pearsanta’s Preferred Stock of $5,000 per share. Brain Scientific, Inc. On January 24, 2024, the Company entered into an Assignment and Assumption Agreement (the “Brain Assignment Agreement”) with the agent (the “Agent”) of certain secured creditors (the “Brain Creditors”) of Brain Scientific, Inc., a Nevada corporation (“Brain Scientific”) and Philip J. von Kahle (the “Brain Seller”), as assignee of Brain Scientific and certain affiliated entities (collectively, the “Brain Companies”) under an assignment for the benefit of creditors pursuant to Chapter 727 of the Florida Statutes. Pursuant to the Brain Assignment Agreement, the Agent assigned its rights under that certain Asset Purchase and Settlement Agreement dated October 31, 2023 between the Seller and the Agent (the “Brain Asset Purchase Agreement”) to the Company in consideration for the issuance by the Company of an aggregate of 6,000 shares of a new series of convertible preferred stock of the Company, designated as Series B-1 Convertible Preferred Stock, $0.001 par value (the “Series B-1 Preferred Stock”). The shares of Series B-1 Preferred Stock were issued pursuant to a Securities Purchase Agreement entered into by and between the Company and each of the purchasers signatory thereto (the “Brain Purchase Agreement”). (See Note 10) In connection with the Brain Assignment Agreement, on January 24, 2024, the Company entered into a Patent Assignment with the Brain Seller (the “Brain Patent Assignment”), pursuant to which the Seller assigned all of its rights, titles and interests in certain patents and patent applications that were previously held by the Brain Companies to the Company. As part of this transaction, the Company acquired $5,703,995 in patents which was expensed to R&D and $266,448 in fixed assets. The fair market value of this transaction was determined by the purchase price paid in the transaction of 6,000 shares of the Company’s Series B-1 Preferred Stock which had a value of $5,970,443 based on stated value of the Series B-1 Preferred Stock of $1,000 per share. 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 alleged that the investor suffered more than $2 million in damages as a result of the Company failing to register the shares of the Company’s common stock underlying the warrants as required under the securities purchase agreement. On January 3, 2024, the Company entered into a settlement agreement and general release with an investor (the “Settlement Agreement”), pursuant to which the Company and the investor agreed to settle an action filed in the United States District Court in the Southern District of New York by an investor against the Company (the “Action”) in consideration of the issuance by the Company of shares of the Company’s Common Stock (the “Settlement Shares”). The number of Settlement Shares to be issued will be equal to $1.6 million divided by the closing price of the Company’s Common Stock on the day prior to court approval of the joint motion. Following the issuance of the Settlement Shares, the Investor will file a dismissal stipulation in the Action. On January 17, 2024, the Company issued 296,296 Settlement Shares to the investor. The Settlement Shares were issued pursuant to an exemption from registration pursuant to Section 3(a)(10) under the Securities Act of 1933, as amended. EvoFem Merger Agreement On December 11, 2023 (the “Execution Date”), Aditxt, Inc., a Delaware corporation (the “Company”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Adicure, Inc., a Delaware corporation and wholly owned subsidiary of the Company (“Merger Sub”) and Evofem Biosciences, Inc., a Delaware corporation (“Evofem”), pursuant to which, Merger Sub will be merged into and with Evofem (the “Merger”), with Evofem surviving the Merger as a wholly owned subsidiary of the Company. In connection with the Merger Agreement the Company assumed $13.0 million in notes payable held by Evofem (see Note 7) and assumed a payable for $154,480 (see Note 7). These items were capitalized on the Company’s balance sheet to deposit on acquisition as of March 31, 2024. The Company recognized a debt discount of $1,826,250. As of March 31, 2024, there was an unamortized discount of $0. During the three months ended March 31, 2024 and 2023, the Company recognized an amortization of debt discount of $571,904 and $0. Subject to the terms and conditions set forth in the Merger Agreement, at the effective time of the Merger (the “Effective Time”), (i) all issued and outstanding shares of common stock, par value $0.0001 per share of Evofem (“Evofem Common Stock”), other than any shares of Evofem Common Stock held by the Company or Merger Sub immediately prior to the Effective Time, will be converted into the right to receive an aggregate of 610,000 shares of the Company’s common stock, par value $0.001 per share (“Company Common Stock”); and (ii) all issued and outstanding shares of Series E-1 Preferred Stock, par value $0.0001 of Evofem (the “Evofem Unconverted Preferred Stock”), other than any shares of Evofem Unconverted Preferred Stock held by the Company or Merger Sub immediately prior to the Effective Time, will be converted into the right to receive an aggregate of 2,327 shares of Series A-1 Preferred Stock, par value $0.001 of the Company (the “Company Preferred Stock”), having such rights, powers, and preferences set forth in the form of Certificate of Designation of Series A-1 Preferred Stock. On December 11, 2023 the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Adicure, Inc., a Delaware corporation and wholly owned subsidiary of the Company (“Merger Sub”) and Evofem Biosciences, Inc., a Delaware corporation (“Evofem”), pursuant to which, Merger Sub will be merged into and with Evofem (the “Merger”), with Evofem surviving the Merger as a wholly owned subsidiary of the Company. On January 8, 2024, the Company, Adicure, Inc., a Delaware corporation and wholly owned subsidiary of the Company (“Merger Sub”), and Evofem Biosciences, Inc., a Delaware corporation (“Evofem”) entered into the First Amendment (the “First Amendment to Merger Agreement”), to the Agreement and Plan of Merger (the “Merger Agreement”) pursuant to which the parties agreed to extend the date by which the joint proxy statement would be filed with the SEC until February 14, 2024. On January 30, 2024, the Company, Adicure and Evofem entered into the Second Amendment to the Merger Agreement (the “Second Amendment to Merger Agreement”) to amend (i) the date of the Parent Loan (as defined in the Merger Agreement) to Evofem to be February 29, 2024, (ii) to change the date by which Evofem may terminate the Merger Agreement for failure to receive the Parent Loan to be February 29, 2024, and (iii) to change the filing date for the Joint Proxy Statement (as defined in the Merger Agreement) to April 1, 2024. On February 29, 2024, the Company, Adicure and Evofem entered into the Third Amendment to the Merger Agreement (the “Third Amendment to Merger Agreement”) in order to (i) make certain conforming changes to the Merger Agreement regarding the Notes, (ii) extend the date by which the Company and Evofem will file the joint proxy statement until April 30, 2024, and (iii) remove the requirement that the Company make the Parent Loan (as defined in the Merger Agreement) by February 29, 2024 and replace it with the requirement that the Company make an equity investment into Evofem consisting of (a) a purchase of 2,000 shares of Evofem Series F-1 Preferred Stock for an aggregate purchase price of $2.0 million on or prior to April 1, 2024, and (b) a purchase of 1,500 shares of Evofem Series F-1 Preferred Stock for an aggregate purchase price of $1.5 million on or prior to April 30, 2024. As of the date of this filing the Company has not purchased the 2,000 shares of EvoFem Series F-1 Preferred Stock. Engagement Letter with Dawson James Securities, Inc. On February 16, 2024, the “Company” entered into an engagement letter (the “Dawson Engagement Letter”) with Dawson James Securities, Inc.(“Dawson”), pursuant to which the Company engaged Dawson to serve as financial advisor with respect to one or more potential business combinations involving the Company for a term of twelve months. Pursuant to the Dawson Engagement Letter, the Company agreed to pay Dawson an initial fee of $1.85 million (the “Dawson Initial Fee”), which amount is payable on the later of (i) the closing of an offering resulting in gross proceeds to the Company of greater than $4.9 million, or (ii) five days after the execution of the Dawson Engagement Letter. At the Company’s option, the Dawson Initial Fee may be paid in securities of the Company. In addition, with respect to any business combination (i) that either is introduced to the Company by Dawson following the date of the Dawson Engagement Letter or (ii) that with respect to which the Company hereafter requests Dawson to provide M&A advisory services, the Company shall compensate Dawson in an amount equal to 5% of the Total Transaction Value (as defined in the Engagement Letter) with respect to the first $20.0 million in Total Transaction Value plus 10.0% of the Total Transaction Value that is in excess of $20.0 million (the “Transaction Fee”). The Transaction Fee is payable upon the closing of a business combination transaction. Advance on Private Placement On March 5, 2024, the Company received a $1,000,000 deposit for an ongoing Private Placement (as defined below), of which $400,000 was attributed to offering costs in connection with the Private Placement. As of March 31, 2024 the Private Placement had not yet closed. The Private Placement closed subsequent to the quarter and the net advance amount was converted into Series C-1 Preferred Stock. (See note 12) | NOTE 9 – COMMITMENTS & CONTINGENCIES 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, 2023, 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, 2023 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, 2023, which will be extended to March 31, 2024 with a payment of a $100,000 extension fee, (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. 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. 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 alleged that the investor suffered more than $2 million in damages as a result of the Company failing to register the shares 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. This liability was settled subsequent to December 31, 2023. (See Note 12) 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. EvoFem Merger Agreement On December 11, 2023 (the “Execution Date”), Aditxt, Inc., a Delaware corporation (the “Company”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Adicure, Inc., a Delaware corporation and wholly owned subsidiary of the Company (“Merger Sub”) and Evofem Biosciences, Inc., a Delaware corporation (“Evofem”), pursuant to which, Merger Sub will be merged into and with Evofem (the “Merger”), with Evofem surviving the Merger as a wholly owned subsidiary of the Company. In connection with the Merger Agreement the Company assumed $13.0 million in notes payable held by Evofem (see Note 7) and assumed a payable for $154,480 (see Note 7). These items were capitalized on the Company’s balance sheet to deposit on acquisition as of December 31, 2023. The Company recognized a debt discount of $1,826,250. As of December 31, 2023, there was an unamortized discount of $1,633,389. Subject to the terms and conditions set forth in the Merger Agreement, at the effective time of the Merger (the “Effective Time”), (i) all issued and outstanding shares of common stock, par value $0.0001 per share of Evofem (“Evofem Common Stock”), other than any shares of Evofem Common Stock held by the Company or Merger Sub immediately prior to the Effective Time, will be converted into the right to receive an aggregate of 610,000 shares of the Company’s common stock, par value $0.001 per share (“Company Common Stock”); and (ii) all issued and outstanding shares of Series E-1 Preferred Stock, par value $0.0001 of Evofem (the “Evofem Unconverted Preferred Stock”), other than any shares of Evofem Unconverted Preferred Stock held by the Company or Merger Sub immediately prior to the Effective Time, will be converted into the right to receive an aggregate of 2,327 shares of Series A-1 Preferred Stock, par value $0.001 of the Company (the “Company Preferred Stock”), having such rights, powers, and preferences set forth in the form of Certificate of Designation of Series A-1 Preferred Stock. (See Note 10) Evofem Exchange Agreement On December 22, 2023, the Company 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 (the “Evofem Series F-1 Preferred Stock”) 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 convertible preferred stock of the Company designated as Series A-1 Convertible Preferred Stock, $0.001 par value, (the “Series A-1 Preferred Stock”), having a total value of $22,277,233. (see Note 10) This investment has been recorded at cost in accordance with ASC 321. |
Stockholders_ Equity
Stockholders’ Equity | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Stockholders’ Equity (Deficit) [Abstract] | ||
STOCKHOLDERS’ EQUITY | NOTE 10 – 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 “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. Formed in January 2023, our majority owned subsidiary Pearsanta™, Inc. (“Pearsanta”) seeks to take personalized medicine to a new level by delivering “Health by the Numbers.” On November 22, 2023, Pearsanta entered into an assignment agreement with FirstVitals LLC, an entity controlled by Pearsanta’s CEO, Ernie Lee (“FirstVitals”), pursuant to which FirstVitals assigned its rights in certain intellectual property and website domain to Pearsanta in consideration of the issuance of 500,000 shares of Pearsanta common stock to FirstVitals. On December 18, 2023, the board of directors of Pearsanta adopted the Pearsanta 2023 Omnibus Equity Incentive Plan (the “Pearsanta Omnibus Incentive Plan”), pursuant to which it reserved 15 million shares of common stock of Pearsanta for future issuance under the Pearsanta Omnibus Incentive Plan and the Pearsanta 2023 Parent Service Provider Equity Incentive Plan (the “Pearsanta Parent Service Provider Plan”) and approved the issuance of 9.32 million options, exercisable into shares of Pearsanta common stock under the Pearsanta Parent Service Provider Plan and the issuance of 4.0 million options, exercisable into shares of Pearsanta common stock, subject to vesting, and 1.0 million restricted common stock shares under the Pearsanta Omnibus Incentive Plan. During the three months ended March 31, 2024, the Company issued 50,000 shares of common stock as part of the MDNA asset purchase agreement. (See Note 9) During the three months ended March 31, 2024, the Company issued 296,296 shares of common stock as part of a settlement agreement. (See Note 9) During the three months ended March 31, 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 three months ended March 31, 2023, 44 Restricted Stock Units vested which resulted in the issuance of shares. The Company recognized expense of $111,187 in stock-based compensation for the three months ended March 31, 2023. 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. Closing of Private Placement On December 29, 2023, the Company entered into a securities purchase agreement (the “Purchase Agreement”) with an institutional investor (“the “December Purchaser”) for the issuance and sale in a private placement (the “December Private Placement”) of (i) pre-funded warrants (the “December Pre-Funded Warrants”) to purchase up to 1,237,114 shares of the Company’s Common Stock, par value $0.001 at an exercise price of $0.001 per share, and (ii) warrants (the “December Common Warrants”) to purchase up to 2,474,228 shares of the Company’s Common Stock, at a purchase price of $4.85 per share. Pursuant to the Purchase Agreement, the Company agreed to reduce the exercise price of certain outstanding warrants to purchase Common Stock of the Company (“Certain Outstanding Warrants”) held by the Purchaser to $4.60 per share in consideration for the cash payment by the December Purchaser of $0.125 per share of Common Stock underlying the Certain Outstanding Warrants, effective immediately. The December Private Placement closed on January 4, 2024. The net proceeds to the Company from the December Private Placement were approximately $5.5 million, after deducting placement agent fees and expenses and estimated offering expenses payable by the Company. In addition, the Company agreed to pay H.C. Wainwright & Co., LLC (“Wainwright”) certain expenses and issued to Wainwright or its designees warrants (the “December Placement Agent Warrants”) to purchase up to an aggregate of 74,227 shares of Common Stock at an exercise price equal to $6.0625 per share. The December Placement Agent Warrants are exercisable immediately upon issuance and have a term of exercise equal to three years from the date of issuance. Preferred Stock The Company is authorized to issue 3,000,000 shares of preferred stock, par value $0.001 per share. There were 30,905 and 24,905 shares of preferred stock outstanding as of March 31, 2024 and December 31, 2023, respectively. Aditxt Preferred Share Class Quantity Series A Preferred Stock - Series A-1 Convertible Preferred Stock 22,280 Series B Preferred Stock - Series B-1 Convertible Preferred Stock 6,000 Series B-2 Convertible Preferred Stock 2,625 Series C Preferred Stock - Total Aditxt Preferred Shares Outstanding 30,905 Issuance of Series A-1 Preferred Stock: On December 11, 2023 (the “Execution Date”), the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Adicure, Inc., a Delaware corporation and wholly owned subsidiary of the Company (“Merger Sub”) and Evofem Biosciences, Inc., a Delaware corporation (“Evofem”), pursuant to which, Merger Sub will be merged into and with Evofem (the “Merger”), with Evofem surviving the Merger as a wholly owned subsidiary of the Company. Subject to the terms and conditions set forth in the Merger Agreement, at the effective time of the Merger (the “Effective Time”), (i) all issued and outstanding shares of common stock, par value $0.0001 per share of Evofem (“Evofem Common Stock”), other than any shares of Evofem Common Stock held by the Company or Merger Sub immediately prior to the Effective Time, will be converted into the right to receive an aggregate of 610,000 shares of the Company’s common stock, par value $0.001 per share (“Company Common Stock”); and (ii) all issued and outstanding shares of Series E-1 Preferred Stock, par value $0.0001 of Evofem (the “Evofem Unconverted Preferred Stock”), other than any shares of Evofem Unconverted Preferred Stock held by the Company or Merger Sub immediately prior to the Effective Time, will be converted into the right to receive an aggregate of 2,327 shares of Series A-1 Preferred Stock, par value $0.001 of the Company (the “Company Preferred Stock”), having such rights, powers, and preferences set forth in the form of Certificate of Designation of Series A-1 Preferred Stock. See Series A-1 Preferred Stock certificate of designation incorporated by reference to this document. On December 22, 2023, the Company entered into an Exchange Agreement (the “Exchange Agreement”) with the holders (the “Holders”) of an aggregate of 22,280 shares of Series F-1 Convertible Preferred Stock of Evofem (the “Evofem Series F-1 Preferred Stock”) 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 convertible preferred stock of the Company designated as Series A-1 Convertible Preferred Stock, $0.001 par value, (the “Series A-1 Preferred Stock”). The following is only a summary of the Series A-1 Certificate of Designations, and is qualified in its entirety by reference to the full text of the Series A-1 Certificate of Designations, a copy of which is filed as Exhibit 3.1 to our Current Report on Form 8-K filed on December 26, 2023 and is incorporated by reference herein. Designation, Amount, and Par Value: The number of Series A-1 Preferred Stock designated is 22,280 shares. The shares of Series A-1 Preferred Stock have a par value of $0.001 per share and a stated value of $1,000 per share. Conversion Price: The Series A-1 Preferred Stock will be convertible into shares of Common Stock at an initial conversion price of $4.44 (subject to adjustment pursuant to the Series A-1 Certificate of Designations) (the “Conversion Price”). The Certificate of Designations also provides that in the event of certain Triggering Events (as defined below) any holder may, at any time, convert any or all of such holder’s Series A-1 Preferred Stock at an alternate conversion rate equal to the product of (i) the Alternate Conversion Price (as defined below) and (ii) the quotient of (x) the 25% redemption premium multiplied by (y) the amount of Series A-1 Preferred Stock subject to such conversion. “Triggering Events” include, among others, (i) a suspension of trading or the failure to be traded or listed on an eligible market for five consecutive days or more, (ii) the failure to remove restrictive legends when required, (iii) the Company’s default in payment of indebtedness in an aggregate amount of $500,000 or more (the Company is currently in default for payments greater than $500,000), (iv) proceedings for a bankruptcy, insolvency, reorganization or liquidation, which are not dismissed with 30 days, (v) commencement of a voluntary bankruptcy proceeding, and (viii) final judgments against the Company for the payment of money in excess of $100,000. “Alternate Conversion Price” means the lowest of (i) the applicable conversion price the in effect, (ii) the greater of (x) $0.888 (the “Floor Price”) and (y) 80% of the volume weighted average price (“VWAP”) of the Common Stock on the trading day immediately preceding the delivery of the applicable conversion notice. Further, the Series A-1 Certificate of Designations provides that if on any of the 90th and 180th day after each of the occurrence of any Stock Combination Event (as defined in the Series A-1 Certificate of Designations) and the Applicable Date (as defined in the Series A-1 Certificate of Designations), the conversion price then in effect is greater than the market price then in effect (the “Adjustment Price”), on such date then the conversion price shall automatically lower to the Adjustment Price. Dividends: Holders of the Series A-1 Preferred Stock shall be entitled to receive dividends when and as declared by the Board, from time to time, in its sole discretion, which Dividends shall be paid by the Company out of funds legally available therefor, payable, subject to the conditions and other terms hereof, in cash, in securities of the Company or any other entity, or using assets as determined by the Board on the Stated Value of such Preferred Share. Liquidation: In the event of a Liquidation Event (as defined in the Series A-1 Certificate of Designation), the holders the Series A-1 Preferred Stock shall be entitled to receive in cash out of the assets of the Company, before any amount shall be paid to the holders of any other shares of capital stock of the Company, equal to the greater of (A) 125% of the Conversion Amount (as defined in the Series A-1 Certificate of Designation) on the date of such payment and (B) the amount per share such holder of Series A-1 Preferred Stock would receive if they converted such share of Series A-1 Preferred Stock into Common Stock immediately prior to the date of such payment Company Redemption: The Company may redeem all, or any portion, of the Series A-1 Preferred Stock for cash, at a price per share of Series A-1 Preferred Stock equal to 115% of the greater of (i) the Conversion Amount (as defined in the Series A-1 Certificate of Designation)being redeemed as of the Company Optional Redemption Date (as defined in the Series A-1 Certificate of Designation) and (ii) the product of (1) the Conversion Rate (as defined in the Series A-1 Certificate of Designation) with respect to the Conversion Amount being redeemed as of the Company Optional Redemption Date multiplied by (2) the greatest Closing Sale Price (as defined in the Certificate of Designation) of the Common Stock on any Trading Day during the period commencing on the date immediately preceding such Company Optional Redemption Notice Date (as defined in the Certificate of Designation) and ending on the Trading Day immediately prior to the date the Company makes the entire payment required to be made under the Certification of Designation. Maximum Percentage: Holders of Series A-1 Preferred Stock are prohibited from converting shares of Series A-1 Preferred Stock into shares of Common Stock if, as a result of such conversion, such holder, together with its affiliates, would beneficially own in excess of 4.99% (the “Maximum Percentage”) of the total number of shares of Common Stock issued and outstanding immediately after giving effect to such conversion. Voting Rights: The holders of the Series A-1 Preferred Stock shall have no voting power and no right to vote on any matter at any time, either as a separate series or class or together with any other series or class of share of capital stock, and shall not be entitled to call a meeting of such holders for any purpose nor shall they be entitled to participate in any meeting of the holders of Common Stock, except as expressly provided in the Certificate of Designations and where required by the DGCL. 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. See Series B Preferred Stock certificate of designation incorporated by reference to this document. 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. 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 B-1 Preferred Stock Certificate of Designation On January 24, 2024, the Company filed a Certificate of Designations for its Series B-1 Preferred Stock with the Secretary of State of Delaware (the “Series B-1 Certificate of Designations”). The following is only a summary of the Series B-1 Certificate of Designations, and is qualified in its entirety by reference to the full text of the Series B-1 Certificate of Designations, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated by reference herein. Designation, Amount, and Par Value: The number of Series B-1 Preferred Stock designated is 6,000 shares. The shares of Series B-1 Preferred Stock have a par value of $0.001 per share and a stated value of $1,000 per share. Conversion Price: The Series B-1 Preferred Stock will be convertible into shares of Common Stock at an initial conversion price of $4.06 (subject to adjustment pursuant to the Series B-1 Certificate of Designations) (the “Conversion Price”). The Series B-1 Certificate of Designations also provides that in the event of certain Triggering Events (as defined below) any holder may, at any time, convert any or all of such holder’s Series B-1 Preferred Stock at an alternate conversion rate equal to the product of (i) the Alternate Conversion Price (as defined below) and (ii) the quotient of (x) the 125% redemption premium multiplied by (y) the amount of Series B-1 Preferred Stock subject to such conversion. “Triggering Events” include, among others, (i) a suspension of trading or the failure to be traded or listed on an eligible market for five consecutive days or more, (ii) the failure to remove restrictive legends when required, (iii) the Company’s default in payment of indebtedness in an aggregate amount of $500,000 or more, (iv) proceedings for a bankruptcy, insolvency, reorganization or liquidation, which are not dismissed with 30 days, (v) commencement of a voluntary bankruptcy proceeding, and (viii) final judgments against the Company for the payment of money in excess of $500,000. “Alternate Conversion Price” means the lowest of (i) the applicable conversion price the in effect, (ii) the greater of (x) $0.9420 (the “Floor Price”) and (y) 80% of the lowest volume weighted average price (“VWAP”) of the Common Stock during the five consecutive trading day period ending and including the trading day immediately preceding the delivery of the applicable conversion notice. Further, the Series B-1 Certificate of Designations provides that if on any of the 90 th th Dividends: Holders of the Series B-1 Preferred Stock shall be entitled to receive dividends when and as declared by the Board, from time to time, in its sole discretion, which Dividends shall be paid by the Company out of funds legally available therefor, payable, subject to the conditions and other terms hereof, in cash, in securities of the Company or any other entity, or using assets as determined by the Board on the Stated Value of such Preferred Share. Liquidation: Company Redemption: The Company may redeem all, or any portion, of the Series B-1 Preferred Stock for cash, at a price per share of Series B-1 Preferred Stock equal to 115% of the greater of (i) the Conversion Amount (as defined in the Series B-1 Certificate of Designations) being redeemed as of the Company Optional Redemption Date (as defined in the Series B-1 Certificate of Designations) and (ii) the product of (1) the Conversion Rate (as defined in the Series B-1 Certificate of Designations) with respect to the Conversion Amount being redeemed as of the Company Optional Redemption Date multiplied by (2) the greatest Closing Sale Price (as defined in the Series B-1 Certificate of Designations) of the Common Stock on any Trading Day during the period commencing on the date immediately preceding such Company Optional Redemption Notice Date (as defined in the Series B-1 Certificate of Designations) and ending on the Trading Day immediately prior to the date the Company makes the entire payment required to be made under the Certification of Designation. Maximum Percentage: Holders of Series B-1 Preferred Stock are prohibited from converting shares of Series B-1 Preferred Stock into shares of Common Stock if, as a result of such conversion, such holder, together with its affiliates, would beneficially own in excess of 4.99% (the “Maximum Percentage”) of the total number of shares of Common Stock issued and outstanding immediately after giving effect to such conversion. Voting Rights: Issuance of Series B-2 Preferred Stock: On December 29, 2023, the Company entered into an Exchange Agreement (the “Note Exchange Agreement”) with the Noteholder, pursuant to which the Noteholder 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, $0.001 par value (the “Series B-2 Preferred Stock”). See Series B-2 Preferred Stock certificate of designation incorporated by reference to this document. The following is only a summary of the Series B-2 Certificate of Designations, and is qualified in its entirety by reference to the full text of the Series B-2 Certificate of Designations, a copy of which is filed as an exhibit to our Current Report on Form 8-K filed with the SEC on January 2, 2024. Designation, Amount, and Par Value: The number of Series B-2 Preferred Stock designated is 2,625 shares. The shares of Series B-2 Preferred Stock have a par value of $0.001 per share and a stated value of $1,000 per share. Conversion Price: The Series B-2 Preferred Stock will be convertible into shares of Common Stock at an initial conversion price of $4.71 (subject to adjustment pursuant to the Series B-2 Certificate of Designations) (the “Conversion Price”). The Series B-2 Certificate of Designations also provides that in the event of certain Triggering Events (as defined below) any holder may, at any time, convert any or all of such holder’s Series B-2 Preferred Stock at an alternate conversion rate equal to the product of (i) the Alternate Conversion Price (as defined below) and (ii) the quotient of (x) the 125% redemption premium multiplied by (y) the amount of Series B-2 Preferred Stock subject to such conversion. “Triggering Events” include, among others, (i) a suspension of trading or the failure to be traded or listed on an eligible market for five consecutive days or more, (ii) the failure to remove restrictive legends when required, (iii) the Company’s default in payment of indebtedness in an aggregate amount of $500,000 or more(the Company is currently in default for payments greater than $500,000), (iv) proceedings for a bankruptcy, insolvency, reorganization or liquidation, which are not dismissed with 30 days, (v) commencement of a voluntary bankruptcy proceeding, and (viii) final judgments against the Company for the payment of money in excess of $500,000. “Alternate Conversion Price” means the lowest of (i) the applicable conversion price the in effect, (ii) the greater of (x) $0.9420 (the “Floor Price”) and (y) 80% of the lowest volume weighted average price (“VWAP”) of the Common Stock during the five consecutive trading day period ending and including the trading day immediately preceding the delivery of the applicable conversion notice. Further, the Series B-2 Certificate of Designations provides that if on any of the 90th and 180th day after each of the occurrence of any Stock Combination Event (as defined in the Series B-2 Certificate of Designations) and the Applicable Date (as defined in the Series B-2 Certificate of Designations), the conversion price then in effect is greater than the market price then in effect (the “Adjustment Price”), on such date then the conversion price shall automatically lower to the Adjustment Price. Dividends: Holders of the Series B-2 Preferred Stock shall be entitled to receive dividends when and as declared by the Board, from time to time, in its sole discretion, which Dividends shall be paid by the Company out of funds legally available therefor, payable, subject to the conditions and other terms hereof, in cash, in securities of the Company or any other entity, or using assets as determined by the Board on the Stated Value of such Preferred Share. Liquidation: In the event of a Liquidation Event (as defined in the Series B-2 Certificate of Designations), the holders the Series B-2 Preferred Stock shall be entitled to receive in cash out of the assets of the Company, before any amount shall be paid to the holders of any other shares of capital stock of the Company, equal to the greater of (A) 125% of the Conversion Amount (as defined in the Series B-2 Certificate of Designation) on the date of such payment and (B) the amount per share such holder of Series B-2 Preferred Stock would receive if they converted such share of Series B-2 Preferred Stock into Common Stock immediately prior to the date of such payment. Company Redemption: The Company may redeem all, or any portion, of the Series B-2 Preferred Stock for cash, at a price per share of Series B-2 Preferred Stock equal to 115% of the greater of (i) the Conversion Amount (as defined in the Series B-2 Certificate of Designations) being redeemed as of the Company Optional Redemption Date (as defined in the Series B-2 Certificate of Designations) and (ii) the product of (1) the Conversion Rate (as defined in the Series B-2 Certificate of Designations) with respect to the Conversion Amount being redeemed as of the Company Optional Redemption Date multiplied by (2) the greatest Closing Sale Price (as defined in the Series B-2 Certificate of Designations) of the Common Stock on any Trading Day during the period commencing on the date immediately preceding such Company Optional Redemption Notice Date (as defined in the Series B-2 Certificate of Designations) and ending on the Trading Day immediately prior to the date the Company makes the entire payment required to be made under the Certification of Designation. Maximum Percentage: Holders of Series B-2 Preferred Stock are prohibited from converting shares of Series B-2 Preferred Stock into shares of Common Stock if, as a result of such conversion, such holder, together with its affiliates, would beneficially own in excess of 4.99% (the “Maximum Percentage”) of the total number of shares of Common Stock issued and outstanding immediately after giving effect to such conversion. Voting Rights: The holders of the Series B-2 Preferred Stock shall have no voting power and no right to vote on any matter at any time, either as a separate series or class or together with any other series or class of share of capital stock, and shall not be entitled to call a meeting of such holders for any purpose nor shall they be entitled to participate in any meeting of the holders of Common Stock, except as expressly provided in the Series B-2 Certificate of Designations and where required by the DGCL. 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 December 31, 2023, the share has been redeemed and the consideration has 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. See Series C Preferred Stock certificate of designation incorporated by reference to this document. On August 17, 2023, the share was redeemed. 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 months ended March 31, 2024 and 2023, the Company granted no new options. The Company recognizes option forfeitures as they occur, as there is insufficient historical data to accurately determine future forfeitures rates. 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, 2023 45,572 $ 173.12 9.74 Granted - - - Exercised - - - Expired or forfeited - - - Outstanding March 31, 2024 45,572 $ 173.12 9.49 Nonvested Stock Options Number Weighted- Nonvested on December 31, 2023 - $ - Granted - - Vested - - Forfeited - - Nonvested on March 31, 2024 - $ - As | NOTE 10 – 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 “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. Formed in January 2023, our majority owned subsidiary Pearsanta™, Inc. (“Pearsanta”) seeks to take personalized medicine to a new level by delivering “Health by the Numbers.” On November 22, 2023, Pearsanta entered into an assignment agreement with FirstVitals LLC, an entity controlled by Pearsanta’s CEO, Ernie Lee (“FirstVitals”), pursuant to which FirstVitals assigned its rights in certain intellectual property and website domain to Pearsanta in consideration of the issuance of 500,000 shares of Pearsanta common stock to FirstVitals. On December 18, 2023, the board of directors of Pearsanta adopted the Pearsanta 2023 Omnibus Equity Incentive Plan (the “Pearsanta Omnibus Incentive Plan”), pursuant to which it reserved 15 million shares of common stock of Pearsanta for future issuance under the Pearsanta Omnibus Incentive Plan and the Pearsanta 2023 Parent Service Provider Equity Incentive Plan (the “Pearsanta Parent Service Provider Plan”) and approved the issuance of 9.32 million options, exercisable into shares of Pearsanta common stock under the Pearsanta Parent Service Provider Plan and the issuance of 4.0 million options, exercisable into shares of Pearsanta common stock, subject to vesting, and 1.0 million restricted common stock shares under the Pearsanta Omnibus Incentive Plan. During the year ended December 31, 2023, the Company issued 74,675 shares of common stock and recognized expense of $484,525 in stock-based compensation for consulting services. The stock-based compensation for consulting services is calculated by the number of shares multiplied by the closing price on the effective date of the contract. The Company recognized expense of $308,479 in stock-based compensation related to the RSUs for the year ended December 31, 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 year ended December 31, 2023, the Company issued 1,055,374 shares of common stock for the exercise of warrants. 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. The Company also granted 292 RSUs, 463 vested and 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. During the year ended December 31, 2022, the Company issued 48,659 shares of common stock for the exercise of warrants. 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 year ended December 31, 2023, the Company sold 8,463 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 24,905 and zero shares of preferred stock outstanding as of December 31, 2023 and 2022, respectively. Issuance of Series A-1 Preferred Stock: On December 11, 2023 (the “Execution Date”), the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Adicure, Inc., a Delaware corporation and wholly owned subsidiary of the Company (“Merger Sub”) and Evofem Biosciences, Inc., a Delaware corporation (“Evofem”), pursuant to which, Merger Sub will be merged into and with Evofem (the “Merger”), with Evofem surviving the Merger as a wholly owned subsidiary of the Company. Subject to the terms and conditions set forth in the Merger Agreement, at the effective time of the Merger (the “Effective Time”), (i) all issued and outstanding shares of common stock, par value $0.0001 per share of Evofem (“Evofem Common Stock”), other than any shares of Evofem Common Stock held by the Company or Merger Sub immediately prior to the Effective Time, will be converted into the right to receive an aggregate of 610,000 shares of the Company’s common stock, par value $0.001 per share (“Company Common Stock”); and (ii) all issued and outstanding shares of Series E-1 Preferred Stock, par value $0.0001 of Evofem (the “Evofem Unconverted Preferred Stock”), other than any shares of Evofem Unconverted Preferred Stock held by the Company or Merger Sub immediately prior to the Effective Time, will be converted into the right to receive an aggregate of 2,327 shares of Series A-1 Preferred Stock, par value $0.001 of the Company (the “Company Preferred Stock”), having such rights, powers, and preferences set forth in the form of Certificate of Designation of Series A-1 Preferred Stock. See Series A-1 Preferred Stock certificate of designation incorporated by reference to this document. On December 22, 2023, the Company entered into an Exchange Agreement (the “Exchange Agreement”) with the holders (the “Holders”) of an aggregate of 22,280 shares of Series F-1 Convertible Preferred Stock of Evofem (the “Evofem Series F-1 Preferred Stock”) 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 convertible preferred stock of the Company designated as Series A-1 Convertible Preferred Stock, $0.001 par value, (the “Series A-1 Preferred Stock”). The following is only a summary of the Series A-1 Certificate of Designations, and is qualified in its entirety by reference to the full text of the Series A-1 Certificate of Designations, a copy of which is filed as Exhibit 3.1 to our Current Report on Form 8-K filed on December 26, 2023 and is incorporated by reference herein. Designation, Amount, and Par Value: The number of Series A-1 Preferred Stock designated is 22,280 shares. The shares of Series A-1 Preferred Stock have a par value of $0.001 per share and a stated value of $1,000 per share. Conversion Price: The Series A-1 Preferred Stock will be convertible into shares of Common Stock at an initial conversion price of $4.44 (subject to adjustment pursuant to the Series A-1 Certificate of Designations) (the “Conversion Price”). The Certificate of Designations also provides that in the event of certain Triggering Events (as defined below) any holder may, at any time, convert any or all of such holder’s Series A-1 Preferred Stock at an alternate conversion rate equal to the product of (i) the Alternate Conversion Price (as defined below) and (ii) the quotient of (x) the 25% redemption premium multiplied by (y) the amount of Series A-1 Preferred Stock subject to such conversion. “Triggering Events” include, among others, (i) a suspension of trading or the failure to be traded or listed on an eligible market for five consecutive days or more, (ii) the failure to remove restrictive legends when required, (iii) the Company’s default in payment of indebtedness in an aggregate amount of $500,000 or more (the Company is currently in default for payments greater than $500,000), (iv) proceedings for a bankruptcy, insolvency, reorganization or liquidation, which are not dismissed with 30 days, (v) commencement of a voluntary bankruptcy proceeding, and (viii) final judgments against the Company for the payment of money in excess of $100,000. “Alternate Conversion Price” means the lowest of (i) the applicable conversion price the in effect, (ii) the greater of (x) $0.888 (the “Floor Price”) and (y) 80% of the volume weighted average price (“VWAP”) of the Common Stock on the trading day immediately preceding the delivery of the applicable conversion notice. Further, the Series A-1 Certificate of Designations provides that if on any of the 90th and 180th day after each of the occurrence of any Stock Combination Event (as defined in the Series A-1 Certificate of Designations) and the Applicable Date (as defined in the Series A-1 Certificate of Designations), the conversion price then in effect is greater than the market price then in effect (the “Adjustment Price”), on such date then the conversion price shall automatically lower to the Adjustment Price. Dividends: Holders of the Series A-1 Preferred Stock shall be entitled to receive dividends when and as declared by the Board, from time to time, in its sole discretion, which Dividends shall be paid by the Company out of funds legally available therefor, payable, subject to the conditions and other terms hereof, in cash, in securities of the Company or any other entity, or using assets as determined by the Board on the Stated Value of such Preferred Share. Liquidation: In the event of a Liquidation Event (as defined in the Series A-1 Certificate of Designation), the holders the Series A-1 Preferred Stock shall be entitled to receive in cash out of the assets of the Company, before any amount shall be paid to the holders of any other shares of capital stock of the Company, equal to the greater of (A) 125% of the Conversion Amount (as defined in the Series A-1 Certificate of Designation) on the date of such payment and (B) the amount per share such holder of Series A-1 Preferred Stock would receive if they converted such share of Series A-1 Preferred Stock into Common Stock immediately prior to the date of such payment Company Redemption: The Company may redeem all, or any portion, of the Series A-1 Preferred Stock for cash, at a price per share of Series A-1 Preferred Stock equal to 115% of the greater of (i) the Conversion Amount (as defined in the Series A-1 Certificate of Designation)being redeemed as of the Company Optional Redemption Date (as defined in the Series A-1 Certificate of Designation) and (ii) the product of (1) the Conversion Rate (as defined in the Series A-1 Certificate of Designation) with respect to the Conversion Amount being redeemed as of the Company Optional Redemption Date multiplied by (2) the greatest Closing Sale Price (as defined in the Certificate of Designation) of the Common Stock on any Trading Day during the period commencing on the date immediately preceding such Company Optional Redemption Notice Date (as defined in the Certificate of Designation) and ending on the Trading Day immediately prior to the date the Company makes the entire payment required to be made under the Certification of Designation. Maximum Percentage: Holders of Series A-1 Preferred Stock are prohibited from converting shares of Series A-1 Preferred Stock into shares of Common Stock if, as a result of such conversion, such holder, together with its affiliates, would beneficially own in excess of 4.99% (the “Maximum Percentage”) of the total number of shares of Common Stock issued and outstanding immediately after giving effect to such conversion. Voting Rights: The holders of the Series A-1 Preferred Stock shall have no voting power and no right to vote on any matter at any time, either as a separate series or class or together with any other series or class of share of capital stock, and shall not be entitled to call a meeting of such holders for any purpose nor shall they be entitled to participate in any meeting of the holders of Common Stock, except as expressly provided in the Certificate of Designations and where required by the DGCL. 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. See Series B Preferred Stock certificate of designation incorporated by reference to this document. 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. 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. Issuance of Series B-2 Preferred Stock: On December 29, 2023, the Company entered into an Exchange Agreement (the “Note Exchange Agreement”) with the Noteholder, pursuant to which the Noteholder 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, $0.001 par value (the “Series B-2 Preferred Stock”). See Series B-2 Preferred Stock certificate of designation incorporated by reference to this document. The following is only a summary of the Series B-2 Certificate of Designations, and is qualified in its entirety by reference to the full text of the Series B-2 Certificate of Designations, a copy of which is filed as an exhibit to our Current Report on Form 8-K filed with the SEC on January 2, 2024. Designation, Amount, and Par Value: The number of Series B-2 Preferred Stock designated is 2,625 shares. The shares of Series B-2 Preferred Stock have a par value of $0.001 per share and a stated value of $1,000 per share. Conversion Price: The Series B-2 Preferred Stock will be convertible into shares of Common Stock at an initial conversion price of $4.71 (subject to adjustment pursuant to the Series B-2 Certificate of Designations) (the “Conversion Price”). The Series B-2 Certificate of Designations also provides that in the event of certain Triggering Events (as defined below) any holder may, at any time, convert any or all of such holder’s Series B-2 Preferred Stock at an alternate conversion rate equal to the product of (i) the Alternate Conversion Price (as defined below) and (ii) the quotient of (x) the 125% redemption premium multiplied by (y) the amount of Series B-2 Preferred Stock subject to such conversion. “Triggering Events” include, among others, (i) a suspension of trading or the failure to be traded or listed on an eligible market for five consecutive days or more, (ii) the failure to remove restrictive legends when required, (iii) the Company’s default in payment of indebtedness in an aggregate amount of $500,000 or more(the Company is currently in default for payments greater than $500,000), (iv) proceedings for a bankruptcy, insolvency, reorganization or liquidation, which are not dismissed with 30 days, (v) commencement of a voluntary bankruptcy proceeding, and (viii) final judgments against the Company for the payment of money in excess of $500,000. “Alternate Conversion Price” means the lowest of (i) the applicable conversion price the in effect, (ii) the greater of (x) $0.9420 (the “Floor Price”) and (y) 80% of the lowest volume weighted average price (“VWAP”) of the Common Stock during the five consecutive trading day period ending and including the trading day immediately preceding the delivery of the applicable conversion notice. Further, the Series B-2 Certificate of Designations provides that if on any of the 90th and 180th day after each of the occurrence of any Stock Combination Event (as defined in the Series B-2 Certificate of Designations) and the Applicable Date (as defined in the Series B-2 Certificate of Designations), the conversion price then in effect is greater than the market price then in effect (the “Adjustment Price”), on such date then the conversion price shall automatically lower to the Adjustment Price. Dividends: Holders of the Series B-2 Preferred Stock shall be entitled to receive dividends when and as declared by the Board, from time to time, in its sole discretion, which Dividends shall be paid by the Company out of funds legally available therefor, payable, subject to the conditions and other terms hereof, in cash, in securities of the Company or any other entity, or using assets as determined by the Board on the Stated Value of such Preferred Share. Liquidation: In the event of a Liquidation Event (as defined in the Series B-2 Certificate of Designations), the holders the Series B-2 Preferred Stock shall be entitled to receive in cash out of the assets of the Company, before any amount shall be paid to the holders of any other shares of capital stock of the Company, equal to the greater of (A) 125% of the Conversion Amount (as defined in the Series B-2 Certificate of Designation) on the date of such payment and (B) the amount per share such holder of Series B-2 Preferred Stock would receive if they converted such share of Series B-2 Preferred Stock into Common Stock immediately prior to the date of such payment. Company Redemption: The Company may redeem all, or any portion, of the Series B-2 Preferred Stock for cash, at a price per share of Series B-2 Preferred Stock equal to 115% of the greater of (i) the Conversion Amount (as defined in the Series B-2 Certificate of Designations) being redeemed as of the Company Optional Redemption Date (as defined in the Series B-2 Certificate of Designations) and (ii) the product of (1) the Conversion Rate (as defined in the Series B-2 Certificate of Designations) with respect to the Conversion Amount being redeemed as of the Company Optional Redemption Date multiplied by (2) the greatest Closing Sale Price (as defined in the Series B-2 Certificate of Designations) of the Common Stock on any Trading Day during the period commencing on the date immediately preceding such Company Optional Redemption Notice Date (as defined in the Series B-2 Certificate of Designations) and ending on the Trading Day immediately prior to the date the Company makes the entire payment required to be made under the Certification of Designation. Maximum Percentage: Holders of Series B-2 Preferred Stock are prohibited from converting shares of Series B-2 Preferred Stock into shares of Common Stock if, as a result of such conversion, such holder, together with its affiliates, would beneficially own in excess of 4.99% (the “Maximum Percentage”) of the total number of shares of Common Stock issued and outstanding immediately after giving effect to such conversion. Voting Rights: The holders of the Series B-2 Preferred Stock shall have no voting power and no right to vote on any matter at any time, either as a separate series or class or together with any other series or class of share of capital stock, and shall not be entitled to call a meeting of such holders for any purpose nor shall they be entitled to participate in any meeting of the holders of Common Stock, except as expressly provided in the Series B-2 Certificate of Designations and where required by the DGCL. 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 December 31, 2023, the share has been redeemed and the consideration has 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. See Series C Preferred Stock certificate of designation incorporated by reference to this document. On August 17, 2023, the share was redeemed. 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 years ended December 31, 2023 and 2022, the Company granted 44,445 and 0 new options. respectively. For the year ended , the fair value of each option granted was estimated using the assumption and/or factors in the Black-Scholes Model as follows: Exercise price $ 5.01 Expected dividend yield 0 % Risk free interest rate 4.49 % Expected life in years 10 Expected volatility 164 % The risk-free interest rate assumption for options granted is based upon observed interest rates on the United States Government Bond Equivalent Yield appropriate for the expected term of option The Company determined the expected volatility assumption for options 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 option The dividend yield assumption for option The Company recognizes option 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 44,445 5.01 9.86 Exercised - - - Expired or forfeited - - - Outstanding December 31, 2023 45,572 $ 173.12 9.74 Nonvested Stock Options Number Weighted- Nonvested on December 31, 2022 55 $ 3,840 Granted 44,445 5.01 Vested (44,500 ) 9.75 Forfeited - - Nonvested on December 31, 2023 - $ - As of December 31, 2023 there were 45,572 exercisable options; these options had a weighted average exercise price $173.12. These options had a grant date fair value of $221,005. On December 18, 2023, our Board of Directors adopted the Pearsanta, Inc. 2023 Omnibus Equity Incentive Plan (the “Pearsanta 2023 Plan”) and the 2023 Parent Service Provider Equity Incentive Plan (the “Pearsanta Parent 2023 Plan”), collectively (the “Pearsanta Plans”). The Pearsanta Plans 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 “Pearsanta Awards”). Eligible recipients of Pearsanta Awards include employees, directors or independent contractors of the Company or any affiliate of the Company. The Board of Directors administers the Pearsanta Plans. The Pearsanta 2023 Plan consists of a total of 15,000,000 shares of Pearsanta common stock, par value $0.001 per share, which may be issued pursuant to Pearsanta Awards granted under the Pearsanta 2023 Plan. The Pearsanta Parent 2023 Plan consists of a total of 9,320,000 shares of Pearsanta common stock, par value $0.001 per share, which may be issued pursuant to Pearsanta Awards granted under the Pearsanta Parent 2023 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 Pearsanta Plans) of a share of Common Stock on the date of grant. During the years ended December 31, 2023 and 2022, Pearsanta granted 4,000,000 and 0 new options under the Pearsanta 2023 Plan, respectively. During the years ended December 31, 2023 and 2022, Pearsanta granted 9,320,000 and 0 new options under the Pearsanta Parent 2023 Plan, respectively. For the year ended , the fair value of each option granted was estimated using the assumption and/or factors in the Black-Scholes Model as follows: Exercise price $ 0.02 Expected dividend yield 0 % Risk free interest rate 3.95 % Expected life in years 10 Expected volatility 194 % 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 option The Company determined the expected volatility assumption for options 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 option The dividend yield assumption for option The following is an analysis of the stock option grant activity under the Pearsanta Plans: Vested and Nonvested Stock Options Number Weighted Weighted Outstanding December 31, 2022 - $ - - Granted 13,320,000 0.02 9.97 Exercised - - - Expired or forfeited - - - Outstanding December 31, 2023 13,320,000 $ 0.02 9.97 Nonvested Stock Options Number Weighted- Nonvested on December 31, 2022 - $ - Granted 13,320,000 0.02 Vested (9,320,000 ) 0.02 Forfeited - - Nonvested on December 31, 2023 4,000,000 $ 0.02 As of December 31, 2023 there were 9,320,000 exercisable options; these options had a weighted average exercise price $0.02. These options had a grant date fair value of $265,929. The Company recognized stock-based compensation expense related to all options granted and vesting expense of $589,014 during the year ended December 31, 2023, of which $385,640 is included in general and administrative expenses and $203,374 is included in research and development expenses in the accompanying statements of operations. The remaining value to be expensed is $77,812 as of December 31, 2023. The weighted average vesting term is 2.17 years as of December 31, 2023. The Company recognized stock-based compensation expense related to all 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. Warrants For the year ended , the fair value of each warrant granted was estimated using the assumption and/or factors in the Black-Scholes Model as follows: Exercise price $ 300-2,300 Expected dividend yield 0 % Risk free interest rate 1.13%-3.47 % Exp |
Income Taxes
Income Taxes | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Income Taxes [Abstract] | ||
INCOME TAXES | NOTE 11 – INCOME TAXES The Company has incurred losses since inception. During the three months ended March 31, 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 March 31, 2023. As of March 31, 2023, the Company did not have any amounts recorded pertaining to uncertain tax positions. | NOTE 11 – INCOME TAXES For the years ended December 31, 2023 and 2022, 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: 2023 2022 Income taxes at U.S. statutory rate 21 % 21 % State income taxes 0.8 1.6 Tax Credits 0.5 1.0 Permanent Differences/Others (1.9 ) (10.5 ) Change in valuation allowance (20.5 ) (13.1 ) 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, 2023 and 2022 are comprised of the following: Years Ended December 31, 2023 2022 Deferred tax assets Net operating loss carryforwards $ 18,555,428 $ 13,499,811 Tax credits carryforwards 796,320 430,468 Stock-based compensation 1,580,038 1,511,849 Lease liability 486,473 722,126 Section 174 Capitalization 2,207,611 1,547,343 Loss on impairment of debt 3,326,129 3,288,363 Other 92,704 114,973 Total deferred tax assets 27,044,703 21,114,933 Valuation allowance (26,414,533 ) (20,217,400 ) Net deferred tax assets 630,170 897,533 Deferred tax liabilities Right of use assets (486,473 ) (722,127 ) Fixed assets (143,697 ) (175,406 ) Total deferred tax liabilities (630,170 ) (897,533 ) 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, 2023 and 2022, respectively. The Company reevaluates the positive and negative evidence at each reporting period. The Company’s valuation allowance increased during 2023 by approximately $6.2 million primarily due to the generation of net operating loss and tax credit carryforwards and the capitalization of research and experimental expenditures. 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, 2023 and 2022, the Company had U.S. federal net operating loss carryforwards of $75.2 million and $56.6 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 $75.1 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, 2023 and 2022, the Company also had U.S. state net operating loss carryforwards (post-apportioned) of $28.2 million and $26.2 million, respectively, which may be available to offset future income tax liabilities and expire at various dates through 2042. As of December 31, 2023, 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, 2022, the Company had $0.1 federal tax credit carryforwards. As of December 31, 2023 and 2022, 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, 2023 and 2022, 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 | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Subsequent Events [Abstract] | ||
SUBSEQUENT EVENTS | NOTE 12 – SUBSEQUENT EVENTS The Company has evaluated subsequent events through June 5, 2024, the issuance date of these consolidated financial statements. Appili Arrangement Agreement On April 1, 2024 (the “Execution Date”), the Company, entered into an Arrangement Agreement (the “Arrangement Agreement”), subject to various closing conditions, with Adivir, Inc., a Delaware corporation and wholly owned subsidiary of the Company (“Adivir” or the “Buyer”), and Appili Therapeutics, Inc., a Canadian corporation (“Appili”), pursuant to which, Adivir will acquire all of the issued and outstanding Class A common shares of Appili (the “Appili Shares”) on the terms and subject to the conditions set forth therein. The acquisition of the Appili Shares (the “Arrangement”) will be completed by way of a statutory plan of arrangement under the Canada Business Corporation Act. At the effective time of the Arrangement (the “Effective Time”), each Appili Share outstanding immediately prior to the Effective Time (other than Appili Shares held by a registered holder of Appili Shares who has validly exercised such holder’s dissent rights) will be deemed to be assigned and transferred by the holder thereof to the Buyer in exchange for (i) $0.0467 in cash consideration per share for an aggregate cash payment of $5,668,222 (the “Cash Consideration”) and (ii) 0.002745004 of a share of common stock of Aditxt or an aggregate of 332,876 shares (the “Consideration Shares” and together with the Cash Consideration, the “Transaction Consideration”). In connection with the transaction, each outstanding option and warrant of Appili will be cashed-out based on the implied in-the-money value of the Transaction Consideration, which is expected to result in an additional aggregate cash payment of approximately $341,000 (based on the number of issued and outstanding options and warrants and exchange rates as of the date of the Arrangement Agreement). Promissory Note On April 10, 2024, Sixth Borough Capital Fund, LP (“Sixth Borough) loaned $230,000 to the Company. The loan was evidenced by an unsecured promissory note (the “April Sixth Borough Note”). Pursuant to the terms of the April Sixth Borough Note, it will accrue interest at the Prime rate of eight and one-half percent (8.5%) per annum and is due on the earlier of April 19, 2024 or an event of default, as defined therein. On May 9, 2024, at which point the balance of the loan was $35,256, Sixth Borough loaned an additional $20,000 to the Company bringing the balance of the loan to $55,256.03. Additionally, the maturity date of the April Sixth Borough Note was extended to June 9, 2024. EvoFem Reinstatement and Fourth Amendment to the Merger Agreement On April 26, 2024, the Company received notice from Evofem (the “Termination Notice”) that Evofem was exercising its right to terminate the Merger Agreement as a result of the Company’s failure to provide the Initial Parent Equity Investment (as defined in the Merger Agreement, as amended). On May 2, 2024, the Company, Adifem, Inc. f/k/a Adicure, Inc. and Evofem Biosciences, Inc. (“Evofem”) entered into the Reinstatement and Fourth Amendment to the Merger Agreement (the “Fourth Amendment”) in order to waive and amend, among other things, the several provisions listed below. Amendments to Article VI: Covenants and Agreement Article VI of the Merger Agreement is amended to: ● reinstate the Merger Agreement, as amended by the Fourth Amendment, as if never terminated; ● reflect the Company’s payment to Evofem, in the amount of $1,000,000 (the “Initial Payment”), via wire initiated by May 2, 2024; ● delete Section 6.3, which effectively eliminates the “no shop” provision, and the several defined terms used therein; ● add a new defined term “Company Change of Recommendation;” and ● revise section 6.10 of the Merger Agreement such that, after the Initial Payment, and upon the closing of each subsequent capital raise by the Company (each a “Parent Subsequent Capital Raise”), the Company shall purchase that number of shares of Evofem’s Series F-1 Preferred Stock, par value $0.0001 per share (the “Series F-1 Preferred Stock”), equal to forty percent (40%) of the gross proceeds of such Parent Subsequent Capital Raise divided by 1,000, up to a maximum aggregate amount of $2,500,000 or 2,500 shares of Series F-1 Preferred Stock. A maximum of$1,500,000 shall be raised prior to June 17, 2024 and $1,000,000 prior to July 1, 2024 (the “Parent Capital Raise”). Amendments to Article VIII: Termination Article VIII of the Merger Agreement is amended to: ● extend the date after which either party may terminate from May 8, 2024 to July 15, 2024; ● revise Section 8.1(d) in its entirety to allow Company to terminate at any time after there has been a Company Change of Recommendation, provided that Aditxt must receive ten day written notice and have the opportunity to negotiate a competing offer in good faith; and ● amend and restate Section 8.1(f) in its entirety, granting the Company the right to terminate the agreement if (a) the full $1,000,000 Initial Payment required by the Fourth Amendment has not been paid in full by May 3, 2024 (b) $1,500,000 of the Parent Capital Raise Amount has not been paid to the Company by June 17, 2024, (c) $1,000,000 of the Parent Capital Raise Amount has not been paid to the Company by July 1, 2024, or (d) Aditxt does not pay any portion of the Parent Equity Investment within five calendar days after each closing of a Parent Subsequent Capital Raise. Equity Line of Credit On May 2, 2024, the Company entered into a Common Stock Purchase Agreement (the “ELOC Purchase Agreement”) with an equity line investor (the “ELOC Investor”), pursuant to which the ELOC Investor has agreed to purchase from the Company, at the Company’s direction from time to time, in its sole discretion, from and after the date effective date of the Registration Statement (as defined below) and until the termination of the ELOC Purchase Agreement in accordance with the terms thereof, shares of the Company’s common stock having a total maximum aggregate purchase price of $150,000,000 (the “ELOC Purchase Shares”), upon the terms and subject to the conditions and limitations set forth in the ELOC Purchase Agreement. In connection with the ELOC Purchase Agreement, the Company also entered into a Registration Rights Agreement with the Investor (the “ELOC Registration Rights Agreement”), pursuant to which the Company agreed to file a registration statement with the Securities and Exchange Commission covering the resale of the shares of common stock issued to the ELOC Investor pursuant to the ELOC Purchase Agreement (the “Registration Statement”) by the later of (i) the 30th calendar day following the closing date, and (ii) the second business day following Stockholder Approval (defined below). The Company may, from time to time and at its sole discretion, direct the ELOC Investor to purchase shares of its common stock upon the satisfaction of certain conditions set forth in the ELOC Purchase Agreement at a purchase price per share based on the market price of the Company’s common stock at the time of sale as computed under the ELOC Purchase Agreement. There is no upper limit on the price per share that the ELOC Investor could be obligated to pay for common stock under the ELOC Purchase Agreement. The Company will control the timing and amount of any sales of its common stock to the ELOC Investor, and the ELOC Investor has no right to require us to sell any shares to it under the ELOC Purchase Agreement. Actual sales of shares of common stock to the ELOC Investor under the ELOC Purchase Agreement will depend on a variety of factors to be determined by the Company from time to time, including (among others) market conditions, the trading price of its common stock and determinations by the Company as to available and appropriate sources of funding for the Company and its operations. The ELOC Investor may not assign or transfer its rights and obligations under the ELOC Purchase Agreement. Under the applicable Nasdaq rules, in no event may the Company issue to the ELOC Investor under the ELOC Purchase Agreement more than 332,876 shares of common stock, which number of shares is equal to 19.99% of the shares of the common stock outstanding immediately prior to the execution of the ELOC Purchase Agreement (the “Exchange Cap”), unless (i) the Company obtains stockholder approval to issue shares of common stock in excess of the Exchange Cap in accordance with applicable Nasdaq rules (“Stockholder Approval”), or (ii) the average price per share paid by the Investor for all of the shares of common stock that the Company directs the ELOC Investor to purchase from the Company pursuant to the ELOC Purchase Agreement, if any, equals or exceeds the official closing sale price on the Nasdaq Capital Market immediately preceding the delivery of the applicable purchase notice to the Investor and (B) the average of the closing sale prices of the Company’s common stock on the Nasdaq Capital market for the five business days immediately preceding the delivery of such purchase notice. In all cases, the Company may not issue or sell any shares of common stock to the ELOC Investor under the ELOC Purchase Agreement which, when aggregated with all other shares of the Company’s common stock then beneficially owned by the ELOC Investor and its affiliates, would result in the ELOC Investor beneficially owning more than 4.99% of the outstanding shares of the Company’s common stock. The net proceeds under the ELOC Purchase Agreement to the Company will depend on the frequency and prices at which the Company sells shares of its stock to the ELOC Investor. The Company expects that any proceeds received by it from such sales to the Investor will be used for working capital and general corporate purposes. As consideration for the ELOC Investor’s commitment to purchase shares of common stock at the Company’s direction upon the terms and subject to the conditions set forth in the ELOC Purchase Agreement, the Company shall pay the Investor a commitment fee as outlined in the ELOC Purchase Agreement, which is payable on the later of (i) January 2, 2025 and (ii) the trading day following the date on which Stockholder Approval is obtained. The ELOC Purchase Agreement contains customary representations, warranties and agreements of the Company and the ELOC Investor, limitations and conditions regarding sales of ELOC Purchase Shares, indemnification rights and other obligations of the parties. There are no restrictions on future financings, rights of first refusal, participation rights, penalties or liquidated damages in the ELOC Purchase Agreement other than a prohibition (with certain limited exceptions) on entering into a dilutive securities transaction during certain periods when the Company is selling common stock to the ELOC Investor under the Purchase Agreement. The ELOC Investor has agreed that it will not engage in or effect, directly or indirectly, for its own account or for the account of any of its affiliates, any short sales of the Company’s common stock or hedging transaction that establishes a net short position in the Company’s common stock during the term of the ELOC Purchase Agreement. The Company has the right to terminate the ELOC Purchase Agreement at any time after the Commencement Date (as defined in the ELOC Purchase Agreement), at no cost or penalty, upon three trading days’ prior written notice to the Investor. The Company and the ELOC Investor may also agree to terminate the ELOC Purchase Agreement by mutual written consent, provided that no termination of the ELOC Purchase Agreement will be effective during the pendency of any purchase that has not then fully settled in accordance with the ELOC Purchase Agreement. Neither the Company nor the ELOC Investor may assign or transfer the Company’s respective rights and obligations under the ELOC Purchase Agreement. May Private Placement On May 2, 2024, the Company entered into a Securities Purchase Agreement (the “May PIPE Purchase Agreement”) with certain accredited investors, pursuant to which the Company agreed to issue and sell to such investors in a private placement (the “Private Placement”) (i) an aggregate of 4,186 shares of the Company’s Series C-1 Convertible Preferred Stock (the “Series C-1 Preferred Stock”), (ii) an aggregate of 4,186 shares of the Company’s Series D-1 Preferred Stock (the “Series D-1 Preferred Stock”), and (iii) warrants (the “May PIPE Warrants”) to purchase up to an aggregate of 1,613,092 shares of the Company’s common stock. The May PIPE Warrants are exercisable commencing six months following the initial issuance date at an initial exercise price of $2.47 per share and expire five years from the date of issuance. On May 2, 2024, in connection with the Purchase Agreement, the Company entered into a Registration Rights Agreement with the investors (the “May PIPE Registration Rights Agreement”), pursuant to which the Company agreed to prepare and file with the Securities and Exchange Commission (the “SEC”) a registration statement on Form S-3 (the “May PIPE Registration Statement”) covering the resale of the shares of the Company’s common stock, par value $0.001 (the “Common Stock”) issuable upon conversion of the Series C-1 Preferred Stock (the “Conversion Shares”) and upon exercise of the May PIPE Warrants (the “May PIPE Warrant Shares”) (i) on the later of (x) the 30th calendar day after the closing date, or (y) the 2nd business day following the Stockholder Approval Date (as defined in the May PIPE Purchase Agreement), with respect to the initial registration statement and (ii) on the date on which the Company is required to file any additional May PIPE Registration Statement pursuant to the terms of the May PIPE Registration Rights Agreement with respect to any additional Registration Statements that may be required to be filed by the Company (the “Filing Deadline”). Pursuant to the Registration Rights Agreement, the Company is required to have the initial May PIPE Registration Statement declared effective by the SEC on the earlier of (x) the 60th calendar day after the Filing Deadline (or the 90th calendar day after the Filing Deadline if subject to a full review by the SEC), and (y) the 2nd business day after the date the Company is notified by the SEC that such May PIPE Registration Statement will not be reviewed. In the event that the Company fails to file the May PIPE Registration Statement by the Filing Deadline, have it declared effective by the Effectiveness Deadline, or the prospectus contained therein is not available for use or the investor is not otherwise able to sell its May PIPE Warrant Shares pursuant to Rule 144, the Company shall be required to pay the investor an amount equal to 2% of such investor’s Purchase Price (as defined in the May PIPE Purchase Agreement) on the date of such failure and on every thirty date anniversary until such failure is cured. In connection with the Private Placement, the Sixth Borough Note (Note 7) was converted into Series C-1 Preferred Stock. The Private Placement closed on May 6, 2024. The gross proceeds from the Private Placement were approximately $4.2 million, prior to deducting the placement agent’s fees and other offering expenses payable by the Company. The Company intends to use $1.0 million of the net proceeds to fund certain obligations under its merger agreement with Evofem Biosciences, Inc. and the remainder of the net proceeds from the offering for working capital and other general corporate purposes. Dawson James Securities (“Dawson James”) served as the Company’s exclusive placement agent in connection with the Private Placement, pursuant to that certain engagement letter, dated as of May 2, 2024, between the Company and Dawson James (the “Engagement Letter”). Pursuant to the Engagement Letter, the Company paid Dawson James (i) a total cash fee equal to 7% of the aggregate gross proceeds of the Private Placement. In addition, the Company agreed to pay Dawson James certain expenses and issued to Dawson James or its designees warrants (the “May PIPE Placement Agent Warrants”) to purchase 5% of the number of securities sold in the Private Placement. The May PIPE Placement Agent Warrants are exercisable at an exercise price of $3.24375 per share commencing six months following issuance and have a term of exercise equal to five years from the date of issuance. Series C-1 Preferred Stock Certificate of Designation On May 2, 2024, the Company filed a Certificate of Designation for its Series C-1 Preferred Stock with the Secretary of State of Delaware (the “Series C-1 Certificate of Designations”). The following is only a summary of the Series C-1 Certificate of Designations, and is qualified in its entirety by reference to the full text of the Series C-1 Certificate of Designations. Designation, Amount, and Par Value. The number of Series C-1 Preferred Stock designated is 10,853 shares. The shares of Series C-1 Preferred Stock have a par value of $0.001 per share and a stated value of $1,000 per share. Conversion Price: The Series C-1 Preferred Stock will be convertible into shares of Common Stock at an initial conversion price of $2.595 (subject to adjustment pursuant to the Series C-1 Certificate of Designations) (the “Series C-1 Conversion Price”). The Series C-1 Certificate of Designations also provides that in the event of certain Triggering Events (as defined below) any holder may, at any time, convert any or all of such holder’s Series C-1 Preferred Stock at an alternate conversion rate equal to the product of (i) the Alternate Conversion Price (as defined below) and (ii) the quotient of (x) the 25% redemption premium multiplied by (y) the amount of Series C-1 Preferred Stock subject to such conversion. “Triggering Events” include, among others, (i) a suspension of trading or the failure to be traded or listed on an eligible market for five consecutive days or more, (ii) the failure to remove restrictive legends when required, (iii) the Company’s default in payment of indebtedness in an aggregate amount of $500,000 or more, (iv) proceedings for a bankruptcy, insolvency, reorganization or liquidation, which are not dismissed with 30 days, (v) commencement of a voluntary bankruptcy proceeding, and (viii) final judgments against the Company for the payment of money in excess of $500,000. “Alternate Conversion Price” means the lowest of (i) the applicable conversion price the in effect, (ii) the greater of (x) $0.519 (the “Floor Price”) and (y) 80% of the volume weighted average price (“VWAP”) of the Common Stock on the trading day immediately preceding the delivery of the applicable conversion notice. Further, the Series C-1 Certificate of Designations provides that if on any of the 90th and 180th day after each of the occurrence of any Stock Combination Event (as defined in the Series C-1 Certificate of Designations) and the Applicable Date (as defined in the Series C-1 Certificate of Designations), the conversion price then in effect is greater than the market price then in effect (the “Adjustment Price”), on such date then the conversion price shall automatically lower to the Adjustment Price. Dividends: Holders of the Series C-1 Preferred Stock shall be entitled to receive dividends when and as declared by the Board, from time to time, in its sole discretion, which Dividends shall be paid by the Company out of funds legally available therefor, payable, subject to the conditions and other terms hereof, in cash, in securities of the Company or any other entity, or using assets as determined by the Board on the Stated Value of such Preferred Share. Liquidation: In the event of a Liquidation Event (as defined in the Series C-1 Certificate of Designation), the holders the Series C-1 Preferred Stock shall be entitled to receive in cash out of the assets of the Company, before any amount shall be paid to the holders of any other shares of capital stock of the Company, equal to the greater of (A) 125% of the Conversion Amount (as defined in the Series C-1 Certificate of Designation) on the date of such payment and (B) the amount per share such holder of Series C-1 Preferred Stock would receive if they converted such share of Series C-1 Preferred Stock into Common Stock immediately prior to the date of such payment Company Redemption: The Company may redeem all, or any portion, of the Series C-1 Preferred Stock for cash, at a price per share of Series C-1 Preferred Stock equal to 115% of the greater of (i) the Conversion Amount (as defined in the Series C-1 Certificate of Designations) being redeemed as of the Company Optional Redemption Date (as defined in the Series C-1 Certificate of Designation) and (ii) the product of (1) the Conversion Rate (as defined in the Series C-1 Certificate of Designation) with respect to the Conversion Amount being redeemed as of the Company Optional Redemption Date multiplied by (2) the greatest Closing Sale Price (as defined in the Certificate of Designation) of the Common Stock on any Trading Day during the period commencing on the date immediately preceding such Company Optional Redemption Notice Date (as defined in the Certificate of Designation) and ending on the Trading Day immediately prior to the date the Company makes the entire payment required to be made under the Certification of Designation. Maximum Percentage: Holders of Series C-1 Preferred Stock are prohibited from converting shares of Series C-1 Preferred Stock into shares of Common Stock if, as a result of such conversion, such holder, together with its affiliates, would beneficially own in excess of 4.99% (the “Maximum Percentage”) of the total number of shares of Common Stock issued and outstanding immediately after giving effect to such conversion. Voting Rights. The holders of the Series C-1 Preferred Stock shall have no voting power and no right to vote on any matter at any time, either as a separate series or class or together with any other series or class of share of capital stock, and shall not be entitled to call a meeting of such holders for any purpose nor shall they be entitled to participate in any meeting of the holders of Common Stock, except as expressly provided in the Certificate of Designations and where required by the General Corporation Law of the State of Delaware (the “DGCL”). Series D-1 Preferred Stock Certificate of Designation On May 2, 2024, the Company filed a Certificate of Designation for its Series D-1 Preferred Stock with the Secretary of State of Delaware (the “Series D-1 Certificate of Designations”). The following is only a summary of the Series D-1 Certificate of Designations, and is qualified in its entirety by reference to the full text of the Series D-1 Certificate of Designations, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated by reference herein. The Series D-1 Certificate of Designations provides that the share of Preferred Stock will have 418,600,000 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 increase the number of shares of Common Stock that the Company is authorized to issue. The Series D-1Preferred Stock will be voted, without action by the holder, on any such proposal in the same proportion as shares of the Company’s Common Stock are voted. The Series D-1 Preferred Stock otherwise has no voting rights except as otherwise required by the DGCL. The Series D-1 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 Series D-1 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 holders of Series D-1 Preferred Stock will not be entitled to receive dividends of any kind. The outstanding share of Series D-1 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 increase the number of shares of Common Stock that the Company is authorized to issue. Upon such redemption, the holder of the Preferred Stock will receive consideration of $0.01 per share in cash. LS Biotech Eight Default On May 10, 2024, the Company received written notice (the “2024 Default Notice”) from LS Biotech Eight, LLC (the “Landlord”) that the Company was in violation of its obligation to (i) pay Base Rent (as defined in the Lease) and Additional Rent (as defined in the Lease) in the amount of $431,182.31 in the aggregate, together with administrative charges and interest, as well as (ii) replenish the Security Deposit (as defined in the Lease) in the amount of $159,375.00, all as required under that certain Lease Agreement dated as of May 4, 2021 by and between the Landlord and the Company (the “Lease”). Pursuant to the Notice, the Landlord has demanded that a payment of $590,557.31 plus administrative charges and interest, which shall accrue at the Default Rate (as defined in the Lease) be made no later than May 17, 2024. The Company is working with the Landlord to come to an amicable resolution. However, no assurance can be given that the parties will reach an amicable resolution on a timely basis, on favorable terms, or at all. May Senior Notes On May 20, 2024, we issued and sold a senior note (the “First May Senior Note ”) to an accredited investor (the “May Holder ”) in the original principal amount of $93,918.75 for a purchase price of $75,135.00, reflecting an original issue discount of $18,783.75. Unless earlier redeemed, the First May Senior Note will mature on August 18, 2024 (the “First May Senior Note Maturity Date ”), subject to extension at the option of the May Holder in certain circumstances as provided in the First May Senior Note. The First May Senior Note bears interest at a rate of 8.5% per annum, which is compounded each calendar month and is payable in arrears on the First May Senior Note Maturity Date. The Rirst May Senior Note contains certain standard events of default, as defined in the First May Senior Note (each, an “First May Senior Note Event of Default ”). Upon the occurrence of an First May Senior Note Event of Default, the interest rate shall be increased to 18% per annum and the May Holder may require the Company to redeem the First May Senior Note, subject to an additional 5% redemption premium. In addition, if we sell any shares of our common stock pursuant to any equity line of credit, we are required to redeem in cash a portion of the First May Senior Note equal to the lesser of (i) the outstanding amount of the First May Senior Note, and (ii) 80% of 30% of such equity line proceeds, at a redemption price calculated based upon $1.20 for each $1.00 of outstanding amount of the First May Senior Note. The First May Senior Note also contains an exchange right, which permits the May Holder, in its discretion, to exchange the First May Senior Note, in whole or in part, for securities to be sold by us in a subsequent placement, subject to certain exceptions and an additional 20% premium of the amount of the First May Senior Note exchanged. The First May Senior Note is a senior, unsecured obligation of the Company, ranking senior to all other unsecured indebtedness of the Company. On May 24, 2024, we entered into a Securities Purchase Agreement (the “May Securities Purchase Agreement Notes Upon an Event of Default (as defined in the Second May Senior Note), the Second May Senior Note will bear interest at a rate of 14% per annum and the holder shall have the right to require the Company to redeem the Second May Senior Note at a redemption premium of 125%. In addition, while the Second May Senior Note is outstanding, the Company is required to utilize 100% of the proceeds from any offering of securities to redeem the Second May Senior Note. Pursuant to the Purchase Agreement, the Company agreed to use commercially reasonable efforts, including the filing of a registration statement with the U.S. Securities and Exchange Commission (the “ SEC Commitment Shares | NOTE 12 – SUBSEQUENT EVENTS Closing of Private Placement On December 29, 2023, the Company entered into a securities purchase agreement (the “Purchase Agreement”) with an institutional investor (“the “December Purchaser”) for the issuance and sale in a private placement (the “December Private Placement”) of (i) pre-funded warrants (the “December Pre-Funded Warrants”) to purchase up to 1,237,114 shares of the Company’s Common Stock, par value $0.001 at an exercise price of $0.001 per share, and (ii) warrants (the “December Common Warrants”) to purchase up to 2,474,228 shares of the Company’s Common Stock, at a purchase price of $4.85 per share. Pursuant to the Purchase Agreement, the Company agreed to reduce the exercise price of certain outstanding warrants to purchase Common Stock of the Company (“Certain Outstanding Warrants”) held by the Purchaser to $4.60 per share in consideration for the cash payment by the December Purchaser of $0.125 per share of Common Stock underlying the Certain Outstanding Warrants, effective immediately. The December Private Placement closed on January 4, 2024. The net proceeds to the Company from the December Private Placement were approximately $5.5 million, after deducting placement agent fees and expenses and estimated offering expenses payable by the Company. In addition, the Company agreed to pay H.C. Wainwright & Co., LLC (“Wainwright”) certain expenses and issued to Wainwright or its designees warrants (the “December Placement Agent Warrants”) to purchase up to an aggregate of 74,227 shares of Common Stock at an exercise price equal to $6.0625 per share. The December Placement Agent Warrants are exercisable immediately upon issuance and have a term of exercise equal to three years from the date of issuance. Secured Notes Amendments and Assignment On January 2, 2024, the Company and certain holders of the secured notes (the “Holders”) entered into amendments to the January 2024 Secured Notes (“Amendment No. 1 to January 2024 Secured Notes”), pursuant to which the maturity date of the January 2024 Notes was extended to January 5, 2024. On January 5, 2024, the Company and the Holders entered into amendments to the January 2024 Secured Notes (“Amendment No. 2 to January 2024 Secured Notes”) and amendments to the September 2024 Secured Notes (“Amendment No. 1 to September 2024 Secured Notes”), pursuant to which the Company and the Holders agreed that in consideration of a principal payment in the aggregate amount of $1 million on the January 2024 Secured Notes and in increase in the aggregate principal balance of $250,000 on the September 2024 Secured Notes, that the maturity date of the January 2024 Secured Notes would be further extended to January 31, 2024. On January 31, 2024, the Company and the Holders entered into amendments to the January 2024 Secured Notes (“Amendment No. 3 to January 2024 Secured Notes”), pursuant to which the maturity date of the January 2024 Notes was extended to February 29, 2024. In addition, on January 31, 2024, the Company and the Holders entered into amendments to the September 2024 Secured Notes (“Amendment No. 2 to September 2024 Secured Notes”), pursuant to which the Company and the Holders agreed that in consideration of a principal payment in the aggregate amount of $1.25 million on the January 2024 Secured Notes and in increase in the aggregate principal balance of $300,000 on the September 2024 Secured Notes. Pursuant to Amendment No. 3 to the January 2024 Secured Notes, the Company was required to make the Additional Consideration payment no later than February 9, 2024. As a result of the Company’s failure to make the Additional Consideration payment by February 9, 2023, the January 2024 Secured Notes and the September 2024 Secured Notes were in default and the entire principal balance of the January 2024 Secured Notes and the September 2024 Secured Notes, without demand or notice, were due and payable. As a result of the defaults on the January 2024 Secured Notes and the September 2024 Secured Notes, the Company was in default on the Business Loan and Security Agreement dated January 24, 2024 (the January Business Loan”), which has a current balance of approximately $5.2 million, and the Business Loan and Security Agreement dated November 7, 2023 (the “November Business Loan”) which had a current balance of approximately $2.7 million. On February 26, 2024, the Company and the Holders entered into an Assignment Agreement (the “February Assignment Agreement”), pursuant to which the Company assigned all remaining amounts due under the January 2024 Secured Notes, the September 2024 Secured Notes and the Unsecured Notes (collectively, the “Notes”) back to the Holders. In connection with the February Assignment Agreement, the Company and the Holders entered into a payoff letter (the “Payoff Letter”) and amendments to the January 2024 Secured Notes (“Amendment No. 4 to January 2024 Secured Notes”), pursuant to which the maturity date of the January 2024 Secured Notes was extended to March 31, 2024 and the outstanding balance under the Notes, after giving effect to the transactions contemplated by the February Assignment Agreement as applied pursuant to the Payoff Letter, was adjusted to $250,000. On April 15, 2024, the Company has repaid the $250,000. Settlement Agreement On January 3, 2024, the Company entered into a settlement agreement and general release with an investor (the “Settlement Agreement”), pursuant to which the Company and the investor agreed to settle an action filed in the United States District Court in the Southern District of New York by an investor against the Company (the “Action”) in consideration of the issuance by the Company of shares of the Company’s Common Stock (the “Settlement Shares”). The number of Settlement Shares to be issued will be equal to $1.6 million divided by the closing price of the Company’s Common Stock on the day prior to court approval of the joint motion. Following the issuance of the Settlement Shares, the Investor will file a dismissal stipulation in the Action. On January 17, 2024, the Company issued 296,296 Settlement Shares to the investor. The Settlement Shares were issued pursuant to an exemption from registration pursuant to Section 3(a)(10) under the Securities Act of 1933, as amended. Closing of MDNA Transaction On January 4, 2024 (the “Closing Date”), the Company completed its acquisition of certain assets and issued to MDNA Lifesciences, Inc. (“MDNA”): the Company’s Common Stock, the Company’s Warrants, and the Pearsanta Preferred Stock. The Company expects to account for this transaction as an asset acquisition. On January 4, 2024, the Company, Pearsanta and MDNA entered into a First Amendment to Asset Purchase Agreement (the “First Amendment to Asset Purchase Agreement”), pursuant to which the parties agreed to: (i) the removal of an upfront working capital payment, (ii) the removal of a Closing Working Capital Payment (as defined in the Purchase Agreement”), and (iii) to increase the maximum amount of payments to be made by Aditxt 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. Evofem Merger Agreement and Amendments As previously reported in a Current Report on Form 8-K filed by the Company, on December 11, 2023 the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Adicure, Inc., a Delaware corporation and wholly owned subsidiary of the Company (“Merger Sub”) and Evofem Biosciences, Inc., a Delaware corporation (“Evofem”), pursuant to which, Merger Sub will be merged into and with Evofem (the “Merger”), with Evofem surviving the Merger as a wholly owned subsidiary of the Company. On January 8, 2024, the Company, Adicure, Inc., a Delaware corporation and wholly owned subsidiary of the Company (“Merger Sub”), and Evofem Biosciences, Inc., a Delaware corporation (“Evofem”) entered into the First Amendment (the “First Amendment to Merger Agreement”), to the Agreement and Plan of Merger (the “Merger Agreement”) pursuant to which the parties agreed to extend the date by which the joint proxy statement would be filed with the SEC until February 14, 2024. On January 30, 2024, the Company, Adicure and Evofem entered into the Second Amendment to the Merger Agreement (the “Second Amendment to Merger Agreement”) to amend (i) the date of the Parent Loan (as defined in the Merger Agreement) to Evofem to be February 29, 2024, (ii) to change the date by which Evofem may terminate the Merger Agreement for failure to receive the Parent Loan to be February 29, 2024, and (iii) to change the filing date for the Joint Proxy Statement (as defined in the Merger Agreement) to April 1, 2024. On February 29, 2024, the Company, Adicure and Evofem entered into the Third Amendment to the Merger Agreement (the “Third Amendment to Merger Agreement”) in order to (i) make certain conforming changes to the Merger Agreement regarding the Notes, (ii) extend the date by which the Company and Evofem will file the joint proxy statement until April 30, 2024, and (iii) remove the requirement that the Company make the Parent Loan (as defined in the Merger Agreement) by February 29, 2024 and replace it with the requirement that the Company make an equity investment into Evofem consisting of (a) a purchase of 2,000 shares of Evofem Series F-1 Preferred Stock for an aggregate purchase price of $2.0 million on or prior to April 1, 2024, and (b) a purchase of 1,500 shares of Evofem Series F-1 Preferred Stock for an aggregate purchase price of $1.5 million on or prior to April 30, 2024. As of the date of this filing the Company has not purchased the 2,000 shares of EvoFem Series F-1 Preferred Stock. Business Loan Agreement On January 24, 2024, the Company entered into a Business Loan and Security Agreement (the “January 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 $3,600,000, which includes origination fees of $252,000 (the “January Loan”). Pursuant to the January Loan Agreement, the Company granted the Lender a continuing secondary security interest in certain collateral (as defined in the January Loan Agreement). The total amount of interest and fees payable by the Company to the Lender under the January Loan will be $5,364,000, which will be repayable by the Company in 30 weekly installments of $178,800. The Company received net proceeds from the January Loan of $814,900 following repayment of the outstanding balance on the October Purchased Amount of $2,533,100. Brain Scientific Assignment Agreement On January 24, 2024, the Company entered into an Assignment and Assumption Agreement (the “Brain Assignment Agreement”) with the agent (the “Agent”) of certain secured creditors (the “Brain Creditors”) of Brain Scientific, Inc., a Nevada corporation (“Brain Scientific”) and Philip J. von Kahle (the “Brain Seller”), as assignee of Brain Scientific and certain affiliated entities (collectively, the “Brain Companies”) under an assignment for the benefit of creditors pursuant to Chapter 727 of the Florida Statutes. Pursuant to the Brain Assignment Agreement, the Agent assigned its rights under that certain Asset Purchase and Settlement Agreement dated October 31, 2023 between the Seller and the Agent (the “Brain Asset Purchase Agreement”) to the Company in consideration for the issuance by the Company of an aggregate of 6,000 shares of a new series of convertible preferred stock of the Company, designated as Series B-1 Convertible Preferred Stock, $0.001 par value (the “Series B-1 Preferred Stock”). The shares of Series B-1 Preferred Stock were issued pursuant to a Securities Purchase Agreement entered into by and between the Company and each of the purchasers signatory thereto (the “Brain Purchase Agreement”). In connection with the Brain Assignment Agreement, on January 24, 2024, the Company entered into a Patent Assignment with the Brain Seller (the “Brain Patent Assignment”), pursuant to which the Seller assigned all of its rights, titles and interests in certain patents and patent applications that were previously held by the Brain Companies to the Company. Series B-1 Preferred Stock Certificate of Designation On January 24, 2024, the Company filed a Certificate of Designations for its Series B-1 Preferred Stock with the Secretary of State of Delaware. See Series B-1 Preferred Stock certificate of designation incorporated by reference to this document. Officer Promissory Notes On January 8, 2024, the Company fully repaid the November Note, First December Note, and Second December Note to Amro Albanna, the Company’s Chief Executive Officer. On February 7, 2024, Amro Albanna, the Chief Executive Officer of the Company loaned $30,000 to the Company. The loan was evidenced by an unsecured promissory note (the “February 7th Note”). Pursuant to the terms of the February 7th Note, it will accrue interest at the Prime rate of eight and one-half percent (8.5%) per annum and is due on the earlier of August 7, 2024 or an event of default, as defined therein. On February 15, 2024, Amro Albanna, the Chief Executive Officer of the Company loaned $205,000 to the Company. The loan was evidenced by an unsecured promissory note (the “February 15th Note”). Pursuant to the terms of the February 15th Note, it will accrue interest at the Prime rate of eight and one-half percent (8.5%) per annum and is due on the earlier of August 15, 2024 or an event of default, as defined therein. On February 29, 2024, Amro Albanna, the Chief Executive Officer of the Company, and Shahrokh Shabahang, the Chief Innovation Officer of the Company, loaned $117,000 and $115,000, respectively, to the Company. The loans were evidenced by an unsecured promissory note (the “February 29th Notes”). Pursuant to the terms of the February 29th Notes, it will accrue interest at the Prime rate of eight and one-half percent (8.5%) per annum and is due on the earlier of August 29, 2024 or an event of default, as defined therein. Engagement Letter with Dawson James Securities, Inc. On February 16, 2024, the “Company” entered into an engagement letter (the “Dawson Engagement Letter”) with Dawson James Securities, Inc.(“Dawson”), pursuant to which the Company engaged Dawson to serve as financial advisor with respect to one or more potential business combinations involving the Company for a term of twelve months. Pursuant to the Dawson Engagement Letter, the Company agreed to pay Dawson an initial fee of $1.85 million (the “Dawson Initial Fee”), which amount is payable on the later of (i) the closing of an offering resulting in gross proceeds to the Company of greater than $4.9 million, or (ii) five days after the execution of the Dawson Engagement Letter. At the Company’s option, the Dawson Initial Fee may be paid in securities of the Company. In addition, with respect to any business combination (i) that either is introduced to the Company by Dawson following the date of the Dawson Engagement Letter or (ii) that with respect to which the Company hereafter requests Dawson to provide M&A advisory services, the Company shall compensate Dawson in an amount equal to 5% of the Total Transaction Value (as defined in the Engagement Letter) with respect to the first $20.0 million in Total Transaction Value plus 10.0% of the Total Transaction Value that is in excess of $20.0 million (the “Transaction Fee”). The Transaction Fee is payable upon the closing of a business combination transaction. Lease Default On March 6, 2024, the Company received correspondence from 532 Realty Associates, LLC (the “Landlord”) that the Company is in default under that certain Agreement of Lease dated November 3, 2021 by and between the Landlord and the Company (the “New York Lease”) for failure to pay Basic Rent and Additional Rent (as each term is defined in the New York Lease) in the aggregate amount of $40,707 (the “Past Due Rent”). Promissory Note On March 7, 2024, Sixth Borough Capital Fund, LP loaned $300,000 to the Company. The loan was evidenced by an unsecured promissory note (the “Sixth Borough Note”). Pursuant to the terms of the Sixth Borough Note, it will accrue interest at the Prime rate of eight and one-half percent (8.5%) per annum and is due on the earlier of March 31, 2024 or an event of default, as defined therein. Appili Arrangement Agreement On April 1, 2024 (the “Execution Date”), the Company, entered into an Arrangement Agreement (the “Arrangement Agreement”) with Adivir, Inc., a Delaware corporation and wholly owned subsidiary of the Company (“Adivir” or the “Buyer”), and Appili Therapeutics, Inc., a Canadian corporation (“Appili”), pursuant to which, Adivir will acquire all of the issued and outstanding Class A common shares of Appili (the “Appili Shares”) on the terms and subject to the conditions set forth therein. The acquisition of the Appili Shares (the “Arrangement”) will be completed by way of a statutory plan of arrangement under the Canada Business Corporation Act. At the effective time of the Arrangement (the “Effective Time”), each Appili Share outstanding immediately prior to the Effective Time (other than Appili Shares held by a registered holder of Appili Shares who has validly exercised such holder’s dissent rights) will be deemed to be assigned and transferred by the holder thereof to the Buyer in exchange for (i) $0.0467 in cash consideration per share for an aggregate cash payment of $5,668,222 (the “Cash Consideration”) and (ii) 0.002745004 of a share of common stock of Aditxt or an aggregate of 332,876 shares (the “Consideration Shares” and together with the Cash Consideration, the “Transaction Consideration”). In connection with the transaction, each outstanding option and warrant of Appili will be cashed-out based on the implied in-the-money value of the Transaction Consideration, which is expected to result in an additional aggregate cash payment of approximately $341,000 (based on the number of issued and outstanding options and warrants and exchange rates as of the date of the Arrangement Agreement). Promissory Note On April 10, 2024, Sixth Borough Capital Fund, LP loaned $230,000 to the Company. The loan was evidenced by an unsecured promissory note (the “April Sixth Borough Note”). Pursuant to the terms of the April Sixth Borough Note, it will accrue interest at the Prime rate of eight and one-half percent (8.5%) per annum and is due on the earlier of April 19, 2024 or an event of default, as defined therein. On May 9, 2024, at which point the balance of the loan was $35,256, Sixth Borough loaned an additional $20,000 to the Company bringing the balance of the loan to $55,256.03. Evofem Termination, Reinstatement, and Fourth Amendement On April 26, 2024, the Company received notice from Evofem (the “Termination Notice”) that Evofem was exercising its right to terminate the Merger Agreement as a result of the Company’s failure to provide the Initial Parent Equity Investment (as defined in the Merger Agreement, as amended). On May 2, 2024, the Company, Adifem, Inc. f/k/a Adicure, Inc. and Evofem entered into the Reinstatement and Fourth Amendment to the Merger Agreement (the “Fourth Amendment”) in order to waive and amend, among other things, the several provisions listed below. Amendments to Article VI: Covenants and Agreement Article VI of the Merger Agreement is amended to: ● reinstate the Merger Agreement, as amended by the Fourth Amendment, as if never terminated; ● reflect the Company’s payment to Evofem, in the amount of $1,000,000 (the “Initial Payment”), via wire initiated by May 2, 2024; ● delete Section 6.3, which effectively eliminates the “no shop” provision, and the several defined terms used therein; ● add a new defined term “Company Change of Recommendation;” and ● revise section 6.10 of the Merger Agreement such that, after the Initial Payment, and upon the closing of each subsequent capital raise by the Company (each a “Parent Subsequent Capital Raise”), the Company shall purchase that number of shares of Evofem’s Series F-1 Preferred Stock, par value $0.0001 per share (the “Series F-1 Preferred Stock”), equal to forty percent (40%) of the gross proceeds of such Parent Subsequent Capital Raise divided by 1,000, up to a maximum aggregate amount of $2,500,000 or 2,500 shares of Series F-1 Preferred Stock. A maximum of$1,500,000 shall be raised prior to June 17, 2024 and $1,000,000 prior to July 1, 2024 (the “Parent Capital Raise”). Amendments to Article VIII: Termination Article VIII of the Merger Agreement is amended to: ● extend the date after which either party may terminate from May 8, 2024 to July 15, 2024; ● revise Section 8.1(d) in its entirety to allow Company to terminate at any time after there has been a Company Change of Recommendation, provided that Aditxt must receive ten day written notice and have the opportunity to negotiate a competing offer in good faith; and ● amend and restate Section 8.1(f) in its entirety, granting the Company the right to terminate the agreement if (a) the full $1,000,000 Initial Payment required by the Fourth Amendment has not been paid in full by May 3, 2024 (b) $1,500,000 of the Parent Capital Raise Amount has not been paid to the Company by June 17, 2024, (c) $1,000,000 of the Parent Capital Raise Amount has not been paid to the Company by July 1, 2024, or (d) Aditxt does not pay any portion of the Parent Equity Investment within five calendar days after each closing of a Parent Subsequent Capital Raise. Equity Line of Credit On May 2, 2024, Aditxt entered into a Common Stock Purchase Agreement (the “ELOC Purchase Agreement”) with an equity line investor (the “ELOC Investor”), pursuant to which the ELOC Investor has agreed to purchase from the Company, at the Company’s direction from time to time, in its sole discretion, from and after the date effective date of the Registration Statement (as defined below) and until the termination of the ELOC Purchase Agreement in accordance with the terms thereof, shares of the Company’s common stock having a total maximum aggregate purchase price of $150,000,000 (the “ELOC Purchase Shares”), upon the terms and subject to the conditions and limitations set forth in the ELOC Purchase Agreement. In connection with the ELOC Purchase Agreement, the Company also entered into a Registration Rights Agreement with the Investor (the “Registration Rights Agreement”), pursuant to which the Company agreed to file a registration statement with the Securities and Exchange Commission covering the resale of the shares of common stock issued to the ELOC Investor pursuant to the ELOC Purchase Agreement (the “ELOC Registration Statement”) by the later of (i) the 30th calendar day following the closing date, and (ii) the second business day following Stockholder Approval (defined below). The Company may, from time to time and at its sole discretion, direct the ELOC Investor to purchase shares of its common stock upon the satisfaction of certain conditions set forth in the ELOC Purchase Agreement at a purchase price per share based on the market price of the Company’s common stock at the time of sale as computed under the ELOC Purchase Agreement. There is no upper limit on the price per share that the ELOC Investor could be obligated to pay for common stock under the ELOC Purchase Agreement. The Company will control the timing and amount of any sales of its common stock to the Investor, and the Investor has no right to require us to sell any shares to it under the ELOC Purchase Agreement. Actual sales of shares of common stock to the Investor under the ELOC Purchase Agreement will depend on a variety of factors to be determined by the Company from time to time, including (among others) market conditions, the trading price of its common stock and determinations by the Company as to available and appropriate sources of funding for the Company and its operations. The Investor may not assign or transfer its rights and obligations under the ELOC Purchase Agreement. Under the applicable Nasdaq rules, in no event may the Company issue to the ELOC Investor under the ELOC Purchase Agreement more than 332,876 shares of common stock, which number of shares is equal to 19.99% of the shares of the common stock outstanding immediately prior to the execution of the ELOC Purchase Agreement (the “Exchange Cap”), unless (i) the Company obtains stockholder approval to issue shares of common stock in excess of the Exchange Cap in accordance with applicable Nasdaq rules (“Stockholder Approval”), or (ii) the average price per share paid by the ELOC Investor for all of the shares of common stock that the Company directs the ELOC Investor to purchase from the Company pursuant to the ELOC Purchase Agreement, if any, equals or exceeds the official closing sale price on the Nasdaq Capital Market immediately preceding the delivery of the applicable purchase notice to the Investor and (B) the average of the closing sale prices of the Company’s common stock on the Nasdaq Capital market for the five business days immediately preceding the delivery of such purchase notice. In all cases, the Company may not issue or sell any shares of common stock to the ELOC Investor under the ELOC Purchase Agreement which, when aggregated with all other shares of the Company’s common stock then beneficially owned by the Investor and its affiliates, would result in the Investor beneficially owning more than 4.99% of the outstanding shares of the Company’s common stock. As consideration for the ELOC Investor’s commitment to purchase shares of common stock at the Company’s direction upon the terms and subject to the conditions set forth in the ELOC Purchase Agreement, the Company shall pay the ELOC Investor a commitment fee as outlined in the ELOC Purchase Agreement, which is payable on the later of (i) January 2, 2025 and (ii) the trading day following the date on which Stockholder Approval is obtained. May 2024 PIPE On May 2, 2024, Aditxt entered into a Securities Purchase Agreement (the “May 2024 PIPE Purchase Agreement”) with certain accredited investors, pursuant to which the Company agreed to issue and sell to such investors in a private placement (the “May 2024 Private Placement”) (i) an aggregate of 4,186 shares of the Company’s Series C-1 Convertible Preferred Stock (the “Series C-1 Preferred Stock”), (ii) an aggregate of 4,186 shares of the Company’s Series D-1 Preferred Stock (the “Series D-1 Preferred Stock”), and (iii) warrants (the “May 2024 PIPE Warrants”) to purchase up to an aggregate of 1,613,092 shares of the Company’s common stock. The May 2024 PIPE Warrants are exercisable commencing six months following the initial issuance date at an initial exercise price of $2.47 per share and expire five years from the date of issuance. Lease Default On May 10, 2024, the Company Notice Landlord Lease Notice The Company is working with the Landlord to come to an amicable resolution. However, no assurance can be given that the parties will reach an amicable resolution on a timely basis, on favorable terms, or at all. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
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 March 31, 2024 and March 31, 2023. 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, 2023, filed with the SEC on April 16, 2024. The interim results for the three months ended March 31, 2024 are not necessarily indicative of the results to be expected for the year ended December 31, 2024 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”). |
Principles of consolidation | Principles of Consolidation The consolidated financial statements include the accounts of Aditxt, Inc., its wholly owned subsidiaries and, one majority owned subsidiary. All significant intercompany balances and transactions have been eliminated in the consolidated financial statements. | Principles of Consolidation The consolidated financial statements include the accounts of Aditxt, Inc., its wholly owned subsidiaries and, one majority owned subsidiary. All significant intercompany balances and transactions have been eliminated in the consolidated financial statements. |
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, the reserve on insurance billing, value of preferred shares issued, our investments in preferred shares, estimation of discounts on non-interest bearing borrowing, 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, the reserve on insurance billing, value of preferred shares issued, our investments in preferred shares, estimation of discounts on non-interest bearing borrowing, 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. (See Note 9) | 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. |
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. |
Investments | Investments The following table sets forth a summary of the changes in equity investments. This investment has been recorded at cost in accordance with ASC 321. For the As of December 31, 2023 22,711,221 Purchase of equity investments - Unrealized gains - As of March 31, 2024 $ 22,711,221 This investment is included in its own line item on the Company’s consolidated balance sheets. Non-marketable equity investments (for which we do not have significant influence or control) are investments without readily determinable fair values that are recorded based on initial cost minus impairment, if any, plus or minus adjustments resulting from observable price changes in orderly transactions for identical or similar securities, if any. All gains and losses on investments in non-marketable equity securities, realized and unrealized, are recognized in investment and other income (expense), net. We monitor equity method and non-marketable equity investments for events or circumstances that could indicate the investments are impaired, such as a deterioration in the investee’s financial condition and business forecasts and lower valuations in recently completed or anticipated financings, and recognize a charge to investment and other income (expense), net for the difference between the estimated fair value and the carrying value. For equity method investments, we record impairment losses in earnings only when impairments are considered other-than-temporary. | Investments The following table sets forth a summary of the changes in equity investments. This investment has been recorded at cost in accordance with ASC 321. For the year As of December 31, 2022 - Purchase of equity investments 22,711,211 Unrealized gains - As of December 31, 2023 $ 22,711,221 This investment is included in its own line item on the Company’s consolidated balance sheet. Non-marketable equity investments (for which we do not have significant influence or control) are investments without readily determinable fair values that are recorded based on initial cost minus impairment, if any, plus or minus adjustments resulting from observable price changes in orderly transactions for identical or similar securities, if any. All gains and losses on investments in non-marketable equity securities, realized and unrealized, are recognized in investment and other income (expense), net. We monitor equity method and non-marketable equity investments for events or circumstances that could indicate the investments are impaired, such as a deterioration in the investee’s financial condition and business forecasts and lower valuations in recently completed or anticipated financings, and recognize a charge to investment and other income (expense), net for the difference between the estimated fair value and the carrying value. For equity method investments, we record impairment losses in earnings only when impairments are considered other-than-temporary. |
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 March 31, 2024 and December 31, 2023, there was an allowance for doubtful accounts of zero and zero, respectively. Accounts receivable is made up of billed and unbilled of $273,802 and $153,242 as of March 31, 2024 and $236,605 and $171,721 as of December 31, 2023, 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, 2023 and 2022, there was an allowance for doubtful accounts of zero and $18,634, respectively. Accounts receivable is made up on billed and unbilled of $236,605 and $171,721 as of December 31, 2023 and $527,961 and zero as of December 31, 2022, respectively. |
Income Taxes | Income Taxes Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. At March 31, 2024 and December 31, 2023, the Company had a full valuation allowance against its deferred tax assets. | Income Taxes Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. At December 31, 2023 and December 31, 2022, the Company had a full valuation allowance against its deferred tax assets. |
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. Equity instruments issued as offering costs have zero net effect on the Company’s equity. | 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. Equity instruments issued as offering costs have zero net effect on the Company’s equity. |
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 TM 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 three months ended March 31, 2024 and 2023, the Company incurred patent licensing fees of $61,666 and $60,000, respectively. | Patents The Company incurs fees from patent licenses, which are reflected in research and development expenses, and are expensed as incurred. During the years ended December 31, 2023 and 2022, the Company incurred patent licensing fees of $123,541 and $263,273, 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 three months ended March 31, 2024 and 2023, the Company incurred research and development costs of $8,145,266 and $1,387,541, 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, 2023 and 2022, the Company incurred research and development costs of $7,074,339 and $7,268,084, respectively. |
Non-controlling Interest in Subsidiary | Non-controlling Interest in Subsidiary Non-controlling interests represent the Company’s subsidiary’s cumulative results of operations and changes in deficit attributable to non-controlling shareholders. During the three months ended March 31, 2024 and 2023, the Company recognized $138,967 and $0 in net loss attributable to non-controlling interest in Pearsanta. The Company owns approximately 90.2% of Pearsanta, Inc., as of March 31, 2024. | Non-controlling Interest in Subsidiary Non-controlling interests represent the Company’s subsidiary’s cumulative results of operations and changes in deficit attributable to non-controlling shareholders. During the years ended December 31, 2023 and 2022, the Company recognized $9,608 and $0 |
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 March 31, 2024, 45,572 stock options, 0 unvested restricted stock units, 5,097,080 warrants, 22,280 shares of preferred series A-1 stock, 6,000 shares of preferred series B-1, and 2,625 shares of preferred series B-2 stock were excluded from dilutive earnings per share as their effects were anti-dilutive. Instrument Quantity Issued and Outstanding as of Common Stock Equivalent Series A Preferred Stock - - Preferred Series A-1 Stock 22,280 5,018,019 Series B Preferred Stock - - Preferred Series B-1 Stock 6,000 1,477,833 Preferred Series B-2 Stock 2,625 557,325 Series C Preferred Stock - - Warrants 5,097,080 5,097,080 Options 45,572 45,572 Total Common Stock Equivalent 12,195,829 As of March 31, 2023, 44,710 stock options, 4,267 unvested restricted stock units, and 5,079,348 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, 2023, 45,572 stock options, 0 unvested restricted stock units, 5,047,451 warrants, 22,280 shares of preferred series A-1 stock, and 2,625 shares of preferred series B-2 stock were excluded from dilutive earnings per share as their effects were anti-dilutive. As of December 31, 2022, 1,105 stock options, 180 unvested restricted stock units, and 127,251 warrants were excluded from dilutive earnings per share as their effects were anti-dilutive. |
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. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
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 |
Schedule of Changes in Equity Investments | The following table sets forth a summary of the changes in equity investments. This investment has been recorded at cost in accordance with ASC 321. For the As of December 31, 2023 22,711,221 Purchase of equity investments - Unrealized gains - As of March 31, 2024 $ 22,711,221 | The following table sets forth a summary of the changes in equity investments. This investment has been recorded at cost in accordance with ASC 321. For the year As of December 31, 2022 - Purchase of equity investments 22,711,211 Unrealized gains - As of December 31, 2023 $ 22,711,221 |
Schedule of Dilutive Earnings Per Share as Effects Were Anti-Dilutive | As of March 31, 2024, 45,572 stock options, 0 unvested restricted stock units, 5,097,080 warrants, 22,280 shares of preferred series A-1 stock, 6,000 shares of preferred series B-1, and 2,625 shares of preferred series B-2 stock were excluded from dilutive earnings per share as their effects were anti-dilutive. Instrument Quantity Issued and Outstanding as of Common Stock Equivalent Series A Preferred Stock - - Preferred Series A-1 Stock 22,280 5,018,019 Series B Preferred Stock - - Preferred Series B-1 Stock 6,000 1,477,833 Preferred Series B-2 Stock 2,625 557,325 Series C Preferred Stock - - Warrants 5,097,080 5,097,080 Options 45,572 45,572 Total Common Stock Equivalent 12,195,829 |
Fixed Assets (Tables)
Fixed Assets (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Fixed Assets [Abstract] | ||
Schedule of Fixed Assets | The Company’s fixed assets include the following on March 31, 2024: Cost Basis Accumulated Net Computers $ 378,480 $ (342,303 ) $ 36,177 Lab Equipment 2,711,525 (949,414 ) 1,762,111 Office Furniture 56,656 (15,282 ) 41,374 Other Fixed Assets 148,605 (25,632 ) 122,973 Leasehold Improvements 120,440 (61,315 ) 59,125 Total Fixed Assets $ 3,415,706 $ (1,393,946 ) $ 2,021,760 The Company’s fixed assets include the following on December 31, 2023 Cost Basis Accumulated Net Computers $ 378,480 $ (320,473 ) $ 58,007 Lab Equipment 2,585,077 (859,612 ) 1,725,465 Office Furniture 56,656 (13,866 ) 42,790 Other Fixed Assets 8,605 (2,084 ) 6,521 Leasehold Improvements 120,440 (54,980 ) 65,460 Total Fixed Assets $ 3,149,258 $ (1,251,015 ) $ 1,898,243 | The Company’s fixed assets include the following on December 31, 2023: Cost Basis Accumulated Net Computers $ 378,480 $ (320,473 ) $ 58,007 Lab Equipment 2,585,077 (859,612 ) 1,725,465 Office Furniture 56,656 (13,866 ) 42,790 Other Fixed Assets 8,605 (2,084 ) 6,521 Leasehold Improvements 120,440 (54,980 ) 65,460 Total Fixed Assets $ 3,149,258 $ (1,251,015 ) $ 1,898,243 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 |
Schedule of Fixed Asset Activity | Fixed asset activity for the three months ended March 31, 2024 consisted of the following: For the As of December 31, 2023 3,149,258 Brain Scientific Asset Purchase 266,448 Additions - As of March 31, 2024 $ 3,415,706 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Intangible Assets [Abstract] | ||
Schedule of Intangible Assets | The Company’s intangible assets include the following on March 31, 2024: Cost Basis Accumulated Net Proprietary Technology $ 321,000 $ (321,000 ) $ - Intellectual property 10,000 (1,389 ) 8,611 Total Intangible Assets $ 331,000 $ (322,389 ) $ 8,611 The Company’s intangible assets include the following on December 31, 2023: Cost Basis Accumulated Net Proprietary Technology $ 321,000 $ (321,000 ) $ - Intellectual property 10,000 (556 ) 9,444 Total Intangible Assets $ 331,000 $ (321,556 ) $ 9,444 | The Company’s intangible assets include the following on December 31, 2023: Cost Basis Accumulated Net Proprietary Technology $ 321,000 $ (321,000 ) $ - Intellectual property 10,000 556 9,444 Total Intangible Assets $ 321,000 $ (321,556 ) $ 9,444 Cost Basis Accumulated Net Proprietary Technology $ 321,000 $ (214,000 ) $ 107,000 Total Intangible Assets $ 321,000 $ (214,000 ) $ 107,000 |
Schedule of Amortized Over its Estimated Useful Life | The Company’s proprietary technology is being amortized over its estimated useful life of three years. For the As of December 31, 2023 321,000 Additions - As of March 31, 2024 $ 321,000 |
Leases (Tables)
Leases (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Leases [Abstract] | ||
Schedule of Lease Costs | Lease Costs Three Months Ended Three Months Ended Components of total lease costs: Operating lease expense $ 305,049 $ 297,091 Total lease costs $ 305,049 $ 297,091 ROU lease assets and lease liabilities for our operating leases are recorded on the balance sheet as follows: March 31, December 31, Assets Right of use asset – long term $ 1,940,076 $ 2,200,299 Total right of use asset $ 1,940,076 $ 2,200,299 Liabilities Operating lease liabilities – short term $ 900,979 $ 999,943 Operating lease liabilities – long term 891,747 1,041,744 Total lease liability $ 1,792,726 $ 2,041,687 Lease Terms and Discount Rate as of March 31, 2024 Weighted average remaining lease term (in years) – operating leases 1.79 Weighted average discount rate – operating leases 8.00 % | Lease Costs Year Ended Year Ended Components of total lease costs: Operating lease expense $ 1,140,949 $ 1,396,875 Total lease costs $ 1,140,949 $ 1,396,875 December 31, December 31, Assets Right of use asset – long term $ 2,200,299 $ 3,160,457 Total right of use asset $ 2,200,299 $ 3,160,457 Liabilities Operating lease liabilities – short term $ 999,943 $ 1,086,658 Operating lease liabilities – long term 1,041,744 1,885,218 Total lease liability $ 2,041,687 $ 2,971,876 Lease Terms and Discount Rate as of December 31, 2023 Weighted average remaining lease term (in years) – operating leases 1.92 Weighted average discount rate – operating leases 8.00 % |
Schedule of Maturities of Leases | Maturities of leases are as follows: 2024 (remaining) $ 718,751 2025 710,546 2026 423,930 Total lease payments $ 1,853,227 Less imputed interest (60,501 ) Less current portion (900,979 ) Total maturities, due beyond one year $ 891,747 | Maturities of leases are as follows: 2024 $ 1,004,982 2025 710,546 2026 423,930 Total lease payments $ 2,139,458 Less imputed interest (97,771 ) Less current portion (999,943 ) Total maturities, due beyond one year $ 1,041,744 |
Stockholders_ Equity (Tables)
Stockholders’ Equity (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Stockholders’ Equity (Deficit) [Abstract] | ||
Schedule of Fair Value Option Granted | For the three months ended March 31, 2024, the fair value of each warrant granted was estimated using the assumption and/or factors in the Black-Scholes Model as follows: Exercise price $ 5.23 Expected dividend yield 0 % Risk free interest rate 3.97 % Expected life in years 5.0 Expected volatility 219 % | For the year ended , the fair value of each option granted was estimated using the assumption and/or factors in the Black-Scholes Model as follows: Exercise price $ 5.01 Expected dividend yield 0 % Risk free interest rate 4.49 % Expected life in years 10 Expected volatility 164 % For the year ended , the fair value of each option granted was estimated using the assumption and/or factors in the Black-Scholes Model as follows: Exercise price $ 0.02 Expected dividend yield 0 % Risk free interest rate 3.95 % Expected life in years 10 Expected volatility 194 % For the year ended , the fair value of each warrant granted was estimated using the assumption and/or factors in the Black-Scholes Model as follows: Exercise price $ 300-2,300 Expected dividend yield 0 % Risk free interest rate 1.13%-3.47 % Expected life in years 5-5.50 Expected volatility 147-165 % 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 $ 7.50-20.00 Expected dividend yield 0 % Risk free interest rate 2.55%-3.47 % Expected life in years 5.00-5.50 Expected volatility 147%-165 % |
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, 2023 45,572 $ 173.12 9.74 Granted - - - Exercised - - - Expired or forfeited - - - Outstanding March 31, 2024 45,572 $ 173.12 9.49 The following is an analysis of the stock option grant activity under the Pearsanta Plans: Vested and Nonvested Stock Options Number Weighted Weighted Outstanding December 31, 2023 13,320,000 $ 0.02 9.97 Granted - - - Exercised - - - Expired or forfeited - - - Outstanding March 31, 2024 13,320,000 $ 0.02 9.72 A summary of warrant issuances are as follows: Vested and Nonvested Warrants Number Weighted Weighted Outstanding December 31, 2023 5,047,450 $ 14.11 2.73 Granted 50,000 5.23 4.77 Exercised - - - Expired or forfeited (400 ) 400.00 - Outstanding March 31, 2024 5,097,050 $ 13.63 2.56 | 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 44,445 5.01 9.86 Exercised - - - Expired or forfeited - - - Outstanding December 31, 2023 45,572 $ 173.12 9.74 Vested and Nonvested Stock Options Number Weighted Weighted Outstanding December 31, 2022 - $ - - Granted 13,320,000 0.02 9.97 Exercised - - - Expired or forfeited - - - Outstanding December 31, 2023 13,320,000 $ 0.02 9.97 Vested and Nonvested Warrants Number Weighted Weighted Outstanding December 31, 2022 127,281 $ 514.97 4.54 Granted 5,975,936 3.92 2.72 Exercised (1,055,374 ) 0.24 - Expired or forfeited (393 ) 8,249.36 - Outstanding December 31, 2023 5,047,450 $ 14.11 2.73 |
Schedule of Nonvested Stock Options, Warrants and Restricted Stock Units | The following is an analysis of the stock option grant activity under the Plan: Nonvested Stock Options Number Weighted- Nonvested on December 31, 2023 - $ - Granted - - Vested - - Forfeited - - Nonvested on March 31, 2024 - $ - Nonvested Stock Options Number Weighted- Nonvested on December 31, 2023 4,000,000- $ 0.02 Granted - - Vested (1,334,000 ) 0.02 Forfeited - - Nonvested on March 31, 2024 2,666,000 $ 0.02 Nonvested Warrants Number Weighted- Nonvested on December 31, 2023 - $ - Granted 50,000 5.23 Vested (50,000 ) 5.23 Forfeited - - Nonvested on March 31, 2024 - $ - A summary of Restricted Stock Units (“RSUs”) issuances are as follows: Nonvested RSUs Number Weighted Nonvested December 31, 2023 - $ - Granted - - Vested - - Forfeited - - Nonvested March 31, 2024 - $ - | Nonvested Stock Options Number Weighted- Nonvested on December 31, 2022 55 $ 3,840 Granted 44,445 5.01 Vested (44,500 ) 9.75 Forfeited - - Nonvested on December 31, 2023 - $ - Nonvested Stock Options Number Weighted- Nonvested on December 31, 2022 - $ - Granted 13,320,000 0.02 Vested (9,320,000 ) 0.02 Forfeited - - Nonvested on December 31, 2023 4,000,000 $ 0.02 Nonvested Warrants Number Weighted- Nonvested on December 31, 2022 2,500 $ 300.00 Granted 5,975,936 3.92 Vested (5,978,436 ) 4.04 Forfeited - - Nonvested on December 31, 2023 - $ - 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 December 31, 2023 - $ - |
Schedule of Preferred Stock Outstanding | There were 30,905 and 24,905 shares of preferred stock outstanding as of March 31, 2024 and December 31, 2023, respectively. Aditxt Preferred Share Class Quantity Series A Preferred Stock - Series A-1 Convertible Preferred Stock 22,280 Series B Preferred Stock - Series B-1 Convertible Preferred Stock 6,000 Series B-2 Convertible Preferred Stock 2,625 Series C Preferred Stock - Total Aditxt Preferred Shares Outstanding 30,905 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Taxes [Abstract] | |
Schedule of Reconciliation of Income Tax Expense (Benefit) | 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: 2023 2022 Income taxes at U.S. statutory rate 21 % 21 % State income taxes 0.8 1.6 Tax Credits 0.5 1.0 Permanent Differences/Others (1.9 ) (10.5 ) Change in valuation allowance (20.5 ) (13.1 ) Total provision for income taxes 0 % 0 % |
Schedule of Deferred Taxes Assets and Liabilities | The significant components of the Company’s deferred tax assets and liabilities as of December 31, 2023 and 2022 are comprised of the following: Years Ended December 31, 2023 2022 Deferred tax assets Net operating loss carryforwards $ 18,555,428 $ 13,499,811 Tax credits carryforwards 796,320 430,468 Stock-based compensation 1,580,038 1,511,849 Lease liability 486,473 722,126 Section 174 Capitalization 2,207,611 1,547,343 Loss on impairment of debt 3,326,129 3,288,363 Other 92,704 114,973 Total deferred tax assets 27,044,703 21,114,933 Valuation allowance (26,414,533 ) (20,217,400 ) Net deferred tax assets 630,170 897,533 Deferred tax liabilities Right of use assets (486,473 ) (722,127 ) Fixed assets (143,697 ) (175,406 ) Total deferred tax liabilities (630,170 ) (897,533 ) Net deferred taxes $ — $ — |
Organization and Nature of Bu_2
Organization and Nature of Business (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||||||||||||||
Aug. 31, 2023 | Aug. 17, 2023 | Apr. 20, 2023 | Sep. 20, 2022 | Sep. 13, 2022 | Dec. 06, 2021 | Dec. 06, 2021 | Oct. 31, 2021 | Oct. 20, 2021 | Aug. 31, 2021 | Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 29, 2023 | Jul. 24, 2023 | Oct. 18, 2021 | |
Organizationand Nature of Business [Line Items] | |||||||||||||||||
Reverse stock split description | On August 17, 2023, the Company effectuated a 1 for 40 reverse stock split (the “2023 Reverse Split”). | On September 13, 2022, the Company effectuated a 1 for 50 reverse stock split (the “2022 Reverse Split”) | On September 13, 2022, the Company effectuated a 1 for 50 reverse stock split (the “2022 Reverse Split”). | ||||||||||||||
Common stock, issued (in Shares) | 2,292 | 332,876 | |||||||||||||||
Purchase price per share | $ 6.0625 | $ 5,400,000 | |||||||||||||||
Gross proceeds from issue of common stock (in Dollars) | $ 507,016 | $ 11,054,883 | $ 17,233,307 | ||||||||||||||
Warrants issued to purchase of shares (in Shares) | 2,292 | 115 | 115 | 2,474,228 | |||||||||||||
Warrant exercise price | $ 240 | $ 2,300 | $ 2,300 | $ 5,060 | $ 2.47 | $ 6,000 | $ 0.001 | ||||||||||
Warrant exercise price repriced | 3,000 | ||||||||||||||||
Common stock, shares issued (in Shares) | 1,665,265 | 1,318,968 | 107,698 | 1,417 | |||||||||||||
Price per share | $ 3,000 | ||||||||||||||||
Net of underwriting discounts (in Dollars) | $ 3,910,000 | ||||||||||||||||
Proceeds from public offering (in Dollars) | $ 17,200,000 | $ 16,000,000 | |||||||||||||||
Units issued (in Shares) | 4,123 | ||||||||||||||||
Prefunded warrants shares (in Shares) | 4,164 | 4,164 | |||||||||||||||
Prefunded warrants exercise price | $ 0.04 | $ 0.04 | |||||||||||||||
Purchase of equity shares (in Shares) | 52,725 | ||||||||||||||||
Warrants to purchase shares (in Shares) | 83,333 | ||||||||||||||||
Purchase of common stock shares (in Shares) | 39,634 | ||||||||||||||||
Proceeds from Issuance of private placement (in Dollars) | $ 9,000,000 | $ 5,500,000 | $ 5,500,000 | ||||||||||||||
Payments of outstanding obligation (in Dollars) | 3,100,000 | ||||||||||||||||
Repayment of debt (in Dollars) | $ 400,000 | ||||||||||||||||
Shares issued (in Shares) | 74,227 | ||||||||||||||||
Price per share | $ 4.85 | ||||||||||||||||
Exercise price per warrant | 5,060 | $ 6,000 | |||||||||||||||
October 2021 Offering [Member] | |||||||||||||||||
Organizationand Nature of Business [Line Items] | |||||||||||||||||
Gross proceeds from issue of common stock (in Dollars) | $ 4,250,000 | ||||||||||||||||
Common stock, shares issued (in Shares) | 1,417 | ||||||||||||||||
Price per share | $ 3,000 | ||||||||||||||||
Net of underwriting discounts (in Dollars) | $ 3,910,000 | ||||||||||||||||
December Two Thousand Twenty One Offering [Member] | |||||||||||||||||
Organizationand Nature of Business [Line Items] | |||||||||||||||||
Proceeds from public offering (in Dollars) | $ 16,000,000 | ||||||||||||||||
Units issued (in Shares) | 4,123 | ||||||||||||||||
Prefunded warrants shares (in Shares) | 4,164 | 4,164 | |||||||||||||||
Prefunded warrants exercise price | $ 0.04 | ||||||||||||||||
Exercise price per warrant | $ 2,300 | $ 2,300 | |||||||||||||||
September 2022 Offering [Member] | |||||||||||||||||
Organizationand Nature of Business [Line Items] | |||||||||||||||||
Common stock, shares issued (in Shares) | 30,608 | ||||||||||||||||
Proceeds from public offering (in Dollars) | $ 17,200,000 | ||||||||||||||||
Prefunded warrants exercise price | $ 0.04 | ||||||||||||||||
Purchase of equity shares (in Shares) | 52,725 | ||||||||||||||||
Warrants to purchase shares (in Shares) | 83,333 | ||||||||||||||||
Exercise price per warrant | $ 240 | ||||||||||||||||
Warrant [Member] | |||||||||||||||||
Organizationand Nature of Business [Line Items] | |||||||||||||||||
Common stock, issued (in Shares) | 1,237,114 | ||||||||||||||||
Purchase price per share | $ 4.85 | ||||||||||||||||
Warrants issued to purchase of shares (in Shares) | 2,378 | ||||||||||||||||
Warrant exercise price | $ 12.5 | $ 34.4 | $ 6.06 | ||||||||||||||
Price per share | $ 4.6 | ||||||||||||||||
Exercise price per warrant | 34.4 | ||||||||||||||||
2023 Reverse Split [Member] | |||||||||||||||||
Organizationand Nature of Business [Line Items] | |||||||||||||||||
Reverse stock split description | On August 17, 2023, the Company effectuated a 1 for 40 reverse stock split (the “2023 Reverse Split”) | ||||||||||||||||
Common Stock [Member] | |||||||||||||||||
Organizationand Nature of Business [Line Items] | |||||||||||||||||
Purchase price per share | 48.76 | $ 4,800 | |||||||||||||||
Gross proceeds from issue of common stock (in Dollars) | $ 4,250,000 | $ 11,000,000 | $ 1,900,000 | ||||||||||||||
Warrants issued to purchase of shares (in Shares) | 2,378 | ||||||||||||||||
Warrant exercise price | $ 61 | ||||||||||||||||
Common stock, shares issued (in Shares) | 30,608 | ||||||||||||||||
Shares issued (in Shares) | 2,292 | 10 | |||||||||||||||
Price per share | $ 4,800 | ||||||||||||||||
Common Stock [Member] | |||||||||||||||||
Organizationand Nature of Business [Line Items] | |||||||||||||||||
Common stock, issued (in Shares) | 4,675 | ||||||||||||||||
Purchase price per share | $ 48.76 | $ 0.0001 | $ 0.0001 | $ 0.001 | |||||||||||||
Gross proceeds from issue of common stock (in Dollars) | $ 1,900,000 | ||||||||||||||||
Common stock, shares issued (in Shares) | 50,000 | ||||||||||||||||
Shares issued (in Shares) | 10 | 27,344 | |||||||||||||||
Price per share | $ 0.125 | $ 0.125 | |||||||||||||||
Common Stock [Member] | Warrant [Member] | |||||||||||||||||
Organizationand Nature of Business [Line Items] | |||||||||||||||||
Warrants issued to purchase of shares (in Shares) | 2,379 | ||||||||||||||||
Warrant exercise price | $ 61 | ||||||||||||||||
Exercise price per warrant | $ 61 | ||||||||||||||||
Private Placement [Member] | |||||||||||||||||
Organizationand Nature of Business [Line Items] | |||||||||||||||||
Common stock, issued (in Shares) | 2,474,228 | ||||||||||||||||
Purchase price per share | $ 4.85 | ||||||||||||||||
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. | (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. | |||||||||||||||
Exercise price [Member] | |||||||||||||||||
Organizationand Nature of Business [Line Items] | |||||||||||||||||
Purchase price per share | $ 0.001 |
Going Concern Analysis (Details
Going Concern Analysis (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Apr. 17, 2023 | |
Going Concern Analysis [Abstract] | |||||
Net loss | $ (14,868,694) | $ (5,984,706) | $ (32,390,447) | $ (27,649,876) | |
Cash flow from operating activities | (5,960,931) | $ (3,951,791) | (18,576,811) | (22,392,006) | |
Cash balance | 88,671 | 97,102 | $ 2,768,640 | ||
Selling amount | 1,800,000 | $ 1,800,000 | |||
Aggregate market value of voting and nonvoting equity. | $ 3,000,000 | $ 75,000,000 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Summary of Significant Accounting Policies [Line Items] | ||||
Allowance for doubtful accounts | $ 0 | $ 0 | $ 18,634 | |
Accounts receivable billed | 273,802 | 236,605 | ||
Accounts receivable unbilled | 153,242 | 171,721 | ||
Accounts receivable, net | 427,044 | 408,326 | 527,961 | |
Licensing fees | 123,541 | 263,273 | ||
Research and development costs | 8,145,266 | $ 1,387,541 | 7,074,339 | 7,268,084 |
Net loss attributable to non-controlling interest | $ (148,575) | (9,608) | ||
Anti dilutive securities excluded from calculations of earnings per share (in Shares) | 30,905 | |||
Patent licensing fees | $ 61,666 | $ 60,000 | ||
Pearsanta, Inc [Member] | ||||
Summary of Significant Accounting Policies [Line Items] | ||||
Owns percentage | 90.20% | 97.50% | ||
Customer [Member] | ||||
Summary of Significant Accounting Policies [Line Items] | ||||
Accounts receivable, net | $ 0 | |||
Preferred Series A-1 Stock [Member] | ||||
Summary of Significant Accounting Policies [Line Items] | ||||
Shares of preferred shares (in Shares) | 22,280 | 22,280 | ||
Preferred Series B-2 Stock [Member] | ||||
Summary of Significant Accounting Policies [Line Items] | ||||
Shares of preferred shares (in Shares) | 2,625 | 2,625 | ||
Non Controlling Interest in Subsidiary [Member] | ||||
Summary of Significant Accounting Policies [Line Items] | ||||
Net loss attributable to non-controlling interest | $ 138,967 | $ 0 | ||
Preferred Series B-1 Stock [Member] | ||||
Summary of Significant Accounting Policies [Line Items] | ||||
Shares of preferred shares (in Shares) | 6,000 | |||
Stock Options [Member] | ||||
Summary of Significant Accounting Policies [Line Items] | ||||
Anti dilutive securities excluded from calculations of earnings per share (in Shares) | 45,572 | 44,710 | 45,572 | 1,105 |
Unvested Restricted Stock Units [Member] | ||||
Summary of Significant Accounting Policies [Line Items] | ||||
Anti dilutive securities excluded from calculations of earnings per share (in Shares) | 0 | 4,267 | 0 | 180 |
Warrant [Member] | ||||
Summary of Significant Accounting Policies [Line Items] | ||||
Anti dilutive securities excluded from calculations of earnings per share (in Shares) | 5,097,080 | 5,047,451 | 127,251 | |
Warrant [Member] | Stock Options [Member] | ||||
Summary of Significant Accounting Policies [Line Items] | ||||
Anti dilutive securities excluded from calculations of earnings per share (in Shares) | 5,079,348 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Schedule of Useful Lives Assigned to Fixed Assets | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
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 | |
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 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details) - Schedule of Changes in Equity Investments - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Schedule of Changes in Equity Investments [Abstract] | ||
Balance | $ 22,711,221 | |
Purchase of equity investments | 22,711,211 | |
Unrealized gains | ||
Balance | $ 22,711,221 | $ 22,711,221 |
Fixed Assets (Details)
Fixed Assets (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||
Mar. 31, 2021 | Jan. 31, 2021 | Oct. 31, 2020 | Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Fixed Assets (Details) [Line Items] | |||||||
Depreciation expense | $ 142,932 | $ 109,896 | $ 435,027 | $ 428,977 | |||
Fixed assets carrying value | 1,316,830 | 1,359,091 | |||||
Lab equipment monthly payment | $ 37,171 | $ 9,733 | $ 19,487 | ||||
Fixed assets | 2,021,760 | 1,898,243 | $ 2,318,863 | ||||
Interest rate | 8% | 8% | 8% | ||||
Asset Pledged as Collateral [Member] | |||||||
Fixed Assets (Details) [Line Items] | |||||||
Fixed assets | $ 1,316,830 | $ 1,006,741 | |||||
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 ($) | Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 |
Schedule of Fixed Assets [Line Items] | |||
Cost Basis | $ 3,415,706 | $ 3,149,258 | $ 3,134,850 |
Accumulated Depreciation | (1,393,946) | (1,251,015) | (815,987) |
Net | 2,021,760 | 1,898,243 | 2,318,863 |
Computers [Member] | |||
Schedule of Fixed Assets [Line Items] | |||
Cost Basis | 378,480 | 378,480 | 376,429 |
Accumulated Depreciation | (342,303) | (320,473) | (197,907) |
Net | 36,177 | 58,007 | 178,522 |
Lab Equipment [Member] | |||
Schedule of Fixed Assets [Line Items] | |||
Cost Basis | 2,711,525 | 2,585,077 | 2,572,720 |
Accumulated Depreciation | (949,414) | (859,612) | (579,015) |
Net | 1,762,111 | 1,725,465 | 1,993,705 |
Office Furniture [Member] | |||
Schedule of Fixed Assets [Line Items] | |||
Cost Basis | 56,656 | 56,656 | 56,656 |
Accumulated Depreciation | (15,282) | (13,866) | (8,200) |
Net | 41,374 | 42,790 | 48,456 |
Other Fixed Assets [Member] | |||
Schedule of Fixed Assets [Line Items] | |||
Cost Basis | 148,605 | 8,605 | 8,605 |
Accumulated Depreciation | (25,632) | (2,084) | (1,224) |
Net | 122,973 | 6,521 | 7,381 |
Leasehold Improvements [Member] | |||
Schedule of Fixed Assets [Line Items] | |||
Cost Basis | 120,440 | 120,440 | 120,440 |
Accumulated Depreciation | (61,315) | (54,980) | (29,641) |
Net | $ 59,125 | $ 65,460 | $ 90,799 |
Intangible Assets (Details)
Intangible Assets (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Intangible Assets (Details) [Line Items] | ||||
Amortization expense | $ 833 | $ 26,750 | $ 107,556 | $ 107,000 |
Estimated useful life | 3 years | |||
Amortization expenses | $ (6,976) | |||
Amortization Expense [Member] | ||||
Intangible Assets (Details) [Line Items] | ||||
Amortization expenses | $ 833 | $ 26,750 |
Intangible Assets (Details) - S
Intangible Assets (Details) - Schedule of Intangible Assets - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 |
Finite-Lived Intangible Assets [Line Items] | |||
Cost Basis, Proprietary Technology | $ 331,000 | $ 331,000 | $ 321,000 |
Accumulated Amortization, Proprietary Technology | (322,389) | (321,556) | (214,000) |
Net, Proprietary Technology | 8,611 | 9,444 | 107,000 |
Proprietary Technology [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Cost Basis, Proprietary Technology | 321,000 | 321,000 | |
Accumulated Amortization, Proprietary Technology | (321,000) | (321,000) | |
Net, Proprietary Technology | |||
Intellectual Property [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Cost Basis, Proprietary Technology | 10,000 | 10,000 | |
Accumulated Amortization, Proprietary Technology | (1,389) | (556) | |
Net, Proprietary Technology | $ 8,611 | 9,444 | |
Proprietary Technology [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Cost Basis, Proprietary Technology | 321,000 | ||
Accumulated Amortization, Proprietary Technology | (214,000) | ||
Net, Proprietary Technology | $ 107,000 | ||
Previously Reported [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Cost Basis, Proprietary Technology | 321,000 | ||
Accumulated Amortization, Proprietary Technology | (321,556) | ||
Net, Proprietary Technology | 9,444 | ||
Previously Reported [Member] | Proprietary Technology [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Cost Basis, Proprietary Technology | 321,000 | ||
Accumulated Amortization, Proprietary Technology | (321,000) | ||
Net, Proprietary Technology | |||
Previously Reported [Member] | Intellectual Property [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Cost Basis, Proprietary Technology | 10,000 | ||
Accumulated Amortization, Proprietary Technology | 556 | ||
Net, Proprietary Technology | $ 9,444 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||||||||||||||||
Feb. 29, 2024 | Dec. 20, 2023 | Dec. 06, 2023 | Jul. 11, 2023 | Jun. 12, 2023 | Oct. 07, 2022 | Jul. 19, 2022 | Nov. 30, 2023 | May 25, 2023 | Apr. 21, 2023 | Jul. 19, 2022 | Jan. 28, 2022 | Jan. 19, 2022 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2024 | Feb. 15, 2024 | Feb. 07, 2024 | May 30, 2023 | Apr. 04, 2023 | Jul. 21, 2022 | |
Related Party Transaction [Line Items] | ||||||||||||||||||||||
Granted restricted stock shares (in Shares) | 9,600 | |||||||||||||||||||||
Stock based compensation issuance amount | $ 146,613 | |||||||||||||||||||||
Number of shares issued (in Shares) | 1 | 1 | ||||||||||||||||||||
Preferred stock par value (in Dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||||||||||||
Purchaser cash | $ 20,000 | |||||||||||||||||||||
Consideration cash | $ 507,016 | $ 507,016 | ||||||||||||||||||||
Loan amount | $ 80,000 | |||||||||||||||||||||
Promissory note amount | $ 80,000 | |||||||||||||||||||||
Loaned amount | $ 200,000 | $ 10,000 | ||||||||||||||||||||
Remaining principal balance amount | 10,000 | |||||||||||||||||||||
Loan and accrued interest | $ 423 | 72 | ||||||||||||||||||||
Loaned amount | $ 2,000,000 | $ 1,060,000 | ||||||||||||||||||||
July 2022 Promissory Note [Member] | ||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||
Accrue interest rate | 4.75% | |||||||||||||||||||||
Accrued interest | $ 812 | |||||||||||||||||||||
Unsecured Promissory Note [Member] | ||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||
Accrue interest rate | 8.25% | 8.25% | 8% | |||||||||||||||||||
November Note [Member] | ||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||
Accrue interest rate | 8.50% | |||||||||||||||||||||
First December Note [Member] | ||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||
Accrue interest rate | 8.50% | |||||||||||||||||||||
Second December Note [Member] | ||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||
Accrue interest rate | 8.50% | |||||||||||||||||||||
Second Loan [Member] | ||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||
Remaining principal balance amount | 165,000 | |||||||||||||||||||||
Chief Innovation Officer [Member] | ||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||
Loaned amount | $ 100,000 | $ 100,000 | ||||||||||||||||||||
November Note [Member] | Unsecured Promissory Note [Member] | ||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||
Accrue interest rate | 8.50% | |||||||||||||||||||||
First December Note [Member] | Unsecured Promissory Note [Member] | ||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||
Accrue interest rate | 8.50% | |||||||||||||||||||||
Second December Note [Member] | Unsecured Promissory Note [Member] | ||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||
Accrue interest rate | 8.50% | |||||||||||||||||||||
February 7th Note [Member] | ||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||
Outstanding principal balance | $ 30,000 | |||||||||||||||||||||
February 7th Note [Member] | Unsecured Promissory Note [Member] | ||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||
Accrue interest rate | 8.50% | |||||||||||||||||||||
February 29th Note [Member] | ||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||
Outstanding principal balance | 232,000 | |||||||||||||||||||||
February 29th Note [Member] | Unsecured Promissory Note [Member] | ||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||
Accrue interest rate | 8.50% | |||||||||||||||||||||
February 29th Note [Member] | Chief Innovation Officer [Member] | ||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||
Loaned amount | $ 115,000 | |||||||||||||||||||||
Chief Executive Officer [Member] | ||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||
Loaned amount | $ 165,000 | $ 200,000 | $ 200,000 | $ 87,523 | ||||||||||||||||||
Remaining principal balance amount | 200,000 | |||||||||||||||||||||
Loan and accrued interest | $ 1,164 | |||||||||||||||||||||
Chief Executive Officer [Member] | November Note [Member] | ||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||
Loaned amount | $ 10,000 | |||||||||||||||||||||
Chief Executive Officer [Member] | First December Note [Member] | ||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||
Loaned amount | $ 200,000 | |||||||||||||||||||||
Chief Executive Officer [Member] | Second December Note [Member] | ||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||
Loaned amount | $ 165,000 | |||||||||||||||||||||
Chief Executive Officer [Member] | February 7th Note [Member] | ||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||
Loaned amount | $ 30,000 | |||||||||||||||||||||
Chief Executive Officer [Member] | February 15th Note [Member] | ||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||
Accrue interest rate | 8.50% | |||||||||||||||||||||
Loaned amount | $ 205,000 | |||||||||||||||||||||
Outstanding principal balance | $ 205,000 | |||||||||||||||||||||
Chief Executive Officer [Member] | February 29th Note [Member] | ||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||
Loaned amount | $ 117,000 | |||||||||||||||||||||
Series B Preferred Stock [Member] | ||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||
Preferred stock par value (in Dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | 0.001 | $ 0.001 | ||||||||||||||||
Preferred stock votes shares (in Shares) | 250,000,000 | |||||||||||||||||||||
Consideration cash | $ 20,000 | $ 20,000 | ||||||||||||||||||||
Preferred Stock [Member] | ||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||
Preferred stock votes shares (in Shares) | 250,000,000 | |||||||||||||||||||||
Series C Preferred Stock [Member] | ||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||
Preferred stock par value (in Dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||||||||||
Purchaser cash | $ 1,000 | |||||||||||||||||||||
Preferred stock votes shares (in Shares) | 250,000,000 | |||||||||||||||||||||
Consideration cash | $ 1,000 | $ 1,000 |
Notes Payable (Details) - Part-
Notes Payable (Details) - Part-1 - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||||||||||||||
Jan. 24, 2024 | Dec. 31, 2023 | Nov. 24, 2023 | Nov. 07, 2023 | Nov. 07, 2023 | Oct. 05, 2023 | Oct. 05, 2023 | Jul. 03, 2023 | Nov. 24, 2023 | Aug. 23, 2023 | May 30, 2023 | Apr. 24, 2023 | Feb. 21, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Mar. 07, 2024 | Sep. 05, 2023 | Apr. 18, 2023 | Apr. 04, 2023 | |
Notes Payable (Details) - Part-1 [Line Items] | ||||||||||||||||||||
Principal amount | $ 2,000,000 | $ 1,060,000 | ||||||||||||||||||
Gross proceeds | $ 3,000,000 | $ 1,500,000 | ||||||||||||||||||
Origination fee | 240,000 | $ 240,000 | $ 70,000 | 100,000 | $ 60,000 | 75,000 | $ 60,000 | |||||||||||||
Repayment amount | $ 77,000 | |||||||||||||||||||
Gross proceeds from loan | 2,000,000 | |||||||||||||||||||
Future receipts agreement | 1,157,143 | |||||||||||||||||||
Net proceeds | 1,525,539 | 1,525,539 | 742,857 | 860,500 | ||||||||||||||||
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 December 31, 2023, the note was fully paid off. | |||||||||||||||||||
Principal amount | $ 53,099 | $ 215,000 | $ 53,099 | $ 250,000 | $ 13,000,000 | |||||||||||||||
Loan principal amount | $ 3,600,000 | 1,400,000 | 1,060,000 | $ 14,500,000 | ||||||||||||||||
Amount of interest and fees payable | 2,079,000 | 2,880,000 | 1,590,000 | |||||||||||||||||
Origination fee | $ 10,750 | |||||||||||||||||||
Outstanding amount | 4,470,000 | 4,470,000 | ||||||||||||||||||
Existing agreement | 1,234,461 | 1,234,461 | ||||||||||||||||||
Purchased Amount prepaid | 3,870,000 | |||||||||||||||||||
Amount repaid | 5,364,000 | $ 3,129,000 | $ 3,129,000 | 4,230,000 | ||||||||||||||||
Accrue interest rate | 8.50% | 8.50% | ||||||||||||||||||
Unamortized debt discount | $ 458 | $ 458 | ||||||||||||||||||
Gross proceeds | 3,000,000 | 451,974 | ||||||||||||||||||
Accrue interest at the Prime rate | 8.50% | |||||||||||||||||||
MCA Purchased Amount [Member] | ||||||||||||||||||||
Notes Payable (Details) - Part-1 [Line Items] | ||||||||||||||||||||
Amount repaid | 4,110,000 | |||||||||||||||||||
Future Receipts Agreement[Member] | ||||||||||||||||||||
Notes Payable (Details) - Part-1 [Line Items] | ||||||||||||||||||||
Principal amount | $ 2,160,000 | |||||||||||||||||||
Origination fee | 100,000 | |||||||||||||||||||
April Loan Agreement [Member] | ||||||||||||||||||||
Notes Payable (Details) - Part-1 [Line Items] | ||||||||||||||||||||
Gross proceeds from loan | 1,000,000 | |||||||||||||||||||
Principal amount | 139,500 | |||||||||||||||||||
April Repayment Amount [Member] | ||||||||||||||||||||
Notes Payable (Details) - Part-1 [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) - Part-1 [Line Items] | ||||||||||||||||||||
Principal amount | 1,089,000 | 1,089,000 | ||||||||||||||||||
Origination fee | 240,000 | 240,000 | ||||||||||||||||||
Principal amount | 2,100,000 | 2,100,000 | ||||||||||||||||||
Installment amount | $ 149,000 | 149,000 | $ 99,000 | $ 102,857 | $ 79,500 | |||||||||||||||
Debt discount | 1,089,000 | 1,089,000 | ||||||||||||||||||
MCA Agreement [Member] | ||||||||||||||||||||
Notes Payable (Details) - Part-1 [Line Items] | ||||||||||||||||||||
Principal amount | 2,498,245 | $ 2,498,245 | ||||||||||||||||||
November Loan Agreement [Member] | ||||||||||||||||||||
Notes Payable (Details) - Part-1 [Line Items] | ||||||||||||||||||||
Principal amount | 1,990,699 | 1,752,827 | 1,990,699 | |||||||||||||||||
Origination fee | 140,000 | 140,000 | ||||||||||||||||||
Unamortized debt discount | 57,647 | |||||||||||||||||||
Accrued interest | 469,892 | |||||||||||||||||||
Second December Loan [Member] | ||||||||||||||||||||
Notes Payable (Details) - Part-1 [Line Items] | ||||||||||||||||||||
Principal amount | 2,533,100 | 53,099 | 3,519,577 | $ 53,099 | ||||||||||||||||
Installment amount | 178,800 | |||||||||||||||||||
Unamortized debt discount | 176,400 | |||||||||||||||||||
Accrued interest | $ 458 | 714,826 | ||||||||||||||||||
Net proceeds | 814,900 | |||||||||||||||||||
January Loan Agreement [Member] | ||||||||||||||||||||
Notes Payable (Details) - Part-1 [Line Items] | ||||||||||||||||||||
Origination fee | $ 252,000 | |||||||||||||||||||
Sixth Borough Note [Member] | ||||||||||||||||||||
Notes Payable (Details) - Part-1 [Line Items] | ||||||||||||||||||||
Principal amount | $ 300,000 | $ 300,000 | ||||||||||||||||||
Repaid within 30 days [Member] | ||||||||||||||||||||
Notes Payable (Details) - Part-1 [Line Items] | ||||||||||||||||||||
Amount repaid | 3,870,000 | |||||||||||||||||||
Repaid within 60 days [Member] | ||||||||||||||||||||
Notes Payable (Details) - Part-1 [Line Items] | ||||||||||||||||||||
Amount repaid | 4,110,000 | |||||||||||||||||||
Repaid within 90 days [Member] | ||||||||||||||||||||
Notes Payable (Details) - Part-1 [Line Items] | ||||||||||||||||||||
Amount repaid | $ 4,230,000 | |||||||||||||||||||
Minimum [Member] | November Loan Agreement [Member] | ||||||||||||||||||||
Notes Payable (Details) - Part-1 [Line Items] | ||||||||||||||||||||
Installment amount | 69,000 | 69,000 | ||||||||||||||||||
Maximum [Member] | November Loan Agreement [Member] | ||||||||||||||||||||
Notes Payable (Details) - Part-1 [Line Items] | ||||||||||||||||||||
Installment amount | $ 99,000 | $ 99,000 |
Notes Payable (Details) - Par_2
Notes Payable (Details) - Part-2 - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||||||||||||||
Sep. 30, 2024 | Nov. 24, 2023 | Oct. 05, 2023 | Jul. 03, 2023 | Nov. 24, 2023 | Jul. 24, 2023 | Feb. 21, 2023 | Mar. 31, 2024 | Sep. 30, 2023 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Jan. 31, 2024 | Jan. 02, 2024 | Dec. 29, 2023 | Jul. 05, 2023 | May 30, 2023 | Apr. 04, 2023 | May 24, 2021 | |
Notes Payable (Details) - Part-2 [Line Items] | |||||||||||||||||||
Principal amount | $ 2,000,000 | $ 1,060,000 | |||||||||||||||||
Gross proceeds | $ 3,000,000 | $ 1,500,000 | |||||||||||||||||
Share issued (in Shares) | 74,227 | ||||||||||||||||||
Common stock value | $ 1,665 | $ 1,319 | $ 108 | ||||||||||||||||
Debt discount | $ 164,775 | 635,710 | $ 13,393 | 2,194,773 | $ 1,533,048 | ||||||||||||||
Conversion price per share (in Dollars per share) | $ 18 | ||||||||||||||||||
Investores | $ 10,066 | ||||||||||||||||||
Unamortized debt discount | 458 | ||||||||||||||||||
Aggregate principal amount | 5,200,000 | $ 5,000,000 | |||||||||||||||||
Net sales | $ 154,480 | ||||||||||||||||||
Principal amount | $ 53,099 | $ 215,000 | $ 53,099 | $ 250,000 | $ 13,000,000 | ||||||||||||||
Common stock par value (in Dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||||||
Shares converted (in Shares) | 610,000 | 610,000 | |||||||||||||||||
Warrrants to exchange shares (in Shares) | 551 | 551 | |||||||||||||||||
September 2024 Secured Notes [Member] | |||||||||||||||||||
Notes Payable (Details) - Part-2 [Line Items] | |||||||||||||||||||
Debt discount | $ 1,800,000 | ||||||||||||||||||
Debt discount | $ 1,800,000 | ||||||||||||||||||
EvoFem Merger Agreement [Member] | |||||||||||||||||||
Notes Payable (Details) - Part-2 [Line Items] | |||||||||||||||||||
Imputed interest rate percentage | 26.70% | ||||||||||||||||||
January 2024 Secured Notes [Member] | |||||||||||||||||||
Notes Payable (Details) - Part-2 [Line Items] | |||||||||||||||||||
Principal amount | $ 1,000,000 | ||||||||||||||||||
Debt discount | 1,800,000 | ||||||||||||||||||
Aggregate principal amount | $ 2,700,000 | ||||||||||||||||||
Debt discount | $ 1,800,000 | ||||||||||||||||||
Common Stock [Member] | |||||||||||||||||||
Notes Payable (Details) - Part-2 [Line Items] | |||||||||||||||||||
Share issued (in Shares) | 27,344 | 10 | |||||||||||||||||
Common stock par value (in Dollars per share) | $ 0.001 | $ 0.001 | |||||||||||||||||
Preferred Stock [Member] | |||||||||||||||||||
Notes Payable (Details) - Part-2 [Line Items] | |||||||||||||||||||
Shares converted (in Shares) | 86,153 | 86,153 | |||||||||||||||||
EvoFem Merger Agreement [Member] | |||||||||||||||||||
Notes Payable (Details) - Part-2 [Line Items] | |||||||||||||||||||
Common stock par value (in Dollars per share) | $ 0.001 | $ 0.001 | |||||||||||||||||
Securities Purchase Agreement [Member] | |||||||||||||||||||
Notes Payable (Details) - Part-2 [Line Items] | |||||||||||||||||||
Principal amount | 375,000 | ||||||||||||||||||
Gross proceeds | $ 250,000 | ||||||||||||||||||
Share issued (in Shares) | 3,907 | ||||||||||||||||||
Principal amount percentage | 19.99% | ||||||||||||||||||
Common stock value | $ 33,792 | ||||||||||||||||||
Second Tranche Note [Member] | |||||||||||||||||||
Notes Payable (Details) - Part-2 [Line Items] | |||||||||||||||||||
Principal amount | $ 2,625,000 | $ 2,625,000 | |||||||||||||||||
Gross proceeds | $ 1,750,000 | ||||||||||||||||||
Share issued (in Shares) | 17,278 | ||||||||||||||||||
Principal amount percentage | 19.99% | ||||||||||||||||||
Common stock value | $ 38,026 | ||||||||||||||||||
Conversion price per share (in Dollars per share) | $ 15.6 | ||||||||||||||||||
Unamortized debt discount | $ 1,000,000 | 113,021 | |||||||||||||||||
Accrued interest | $ 2,625 | ||||||||||||||||||
EvoFem Merger Agreement [Member] | |||||||||||||||||||
Notes Payable (Details) - Part-2 [Line Items] | |||||||||||||||||||
Common stock par value (in Dollars per share) | 0.0001 | $ 0.0001 | |||||||||||||||||
Series E-1 Preferred Stock [Member] | |||||||||||||||||||
Notes Payable (Details) - Part-2 [Line Items] | |||||||||||||||||||
Common stock par value (in Dollars per share) | 0.0001 | 0.0001 | |||||||||||||||||
Series A-1 Preferred Stock [Member] | |||||||||||||||||||
Notes Payable (Details) - Part-2 [Line Items] | |||||||||||||||||||
Common stock par value (in Dollars per share) | $ 0.001 | $ 0.001 | |||||||||||||||||
Shares converted (in Shares) | 2,327 | 2,327 | |||||||||||||||||
Forecast [Member] | |||||||||||||||||||
Notes Payable (Details) - Part-2 [Line Items] | |||||||||||||||||||
Aggregate principal amount | $ 8,000,000 | $ 5,000,000 | |||||||||||||||||
Net sales | 154,480 | ||||||||||||||||||
Forecast [Member] | September 2024 Secured Notes [Member] | |||||||||||||||||||
Notes Payable (Details) - Part-2 [Line Items] | |||||||||||||||||||
Aggregate principal amount | $ 5,000,000 |
Notes Payable (Details) - Par_3
Notes Payable (Details) - Part-3 - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||||||||||||||||
Sep. 30, 2024 | Apr. 15, 2024 | Feb. 26, 2024 | Nov. 24, 2023 | Oct. 05, 2023 | Jul. 05, 2023 | Jul. 03, 2023 | Nov. 24, 2023 | Mar. 31, 2024 | Sep. 30, 2023 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Jan. 31, 2024 | Jan. 24, 2024 | Jan. 02, 2024 | Dec. 29, 2023 | Nov. 07, 2023 | May 30, 2023 | Apr. 04, 2023 | May 24, 2021 | |
Notes Payable (Details) - Part-3 [Line Items] | |||||||||||||||||||||
Aggregate principal amount | $ 5,200,000 | $ 5,000,000 | |||||||||||||||||||
Net sales | $ 154,480 | ||||||||||||||||||||
Principal amount | $ 53,099 | $ 215,000 | $ 53,099 | $ 250,000 | $ 13,000,000 | ||||||||||||||||
Common stock par value (in Dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||||||||
Shares converted (in Shares) | 610,000 | 610,000 | |||||||||||||||||||
Warrrants to exchange shares (in Shares) | 551 | 551 | |||||||||||||||||||
Debt discount | 164,775 | $ 635,710 | $ 13,393 | $ 2,194,773 | $ 1,533,048 | ||||||||||||||||
Principal amount | $ 2,000,000 | $ 1,060,000 | |||||||||||||||||||
Gross proceeds | $ 3,000,000 | $ 451,974 | |||||||||||||||||||
Loss on transfer | $ 208,670 | ||||||||||||||||||||
Note adjusted | $ 250,000 | ||||||||||||||||||||
Note repaid | $ 250,000 | ||||||||||||||||||||
EvoFem Merger Agreement [Member] | |||||||||||||||||||||
Notes Payable (Details) - Part-3 [Line Items] | |||||||||||||||||||||
Weighted average cost of capital | 26.70% | ||||||||||||||||||||
January 2024 Secured Notes [Member] | |||||||||||||||||||||
Notes Payable (Details) - Part-3 [Line Items] | |||||||||||||||||||||
Aggregate principal amount | $ 2,700,000 | ||||||||||||||||||||
Debt discount | 1,800,000 | ||||||||||||||||||||
Principal amount | $ 1,000,000 | ||||||||||||||||||||
September 2024 Secured Notes [Member] | |||||||||||||||||||||
Notes Payable (Details) - Part-3 [Line Items] | |||||||||||||||||||||
Debt discount | $ 1,800,000 | ||||||||||||||||||||
Second Tranche Note [Member] | |||||||||||||||||||||
Notes Payable (Details) - Part-3 [Line Items] | |||||||||||||||||||||
Principal amount | $ 1,250,000 | ||||||||||||||||||||
January Business Loan [Member] | |||||||||||||||||||||
Notes Payable (Details) - Part-3 [Line Items] | |||||||||||||||||||||
Principal amount | $ 5,200,000 | ||||||||||||||||||||
November Business Loan [Member] | |||||||||||||||||||||
Notes Payable (Details) - Part-3 [Line Items] | |||||||||||||||||||||
Principal amount | $ 2,700,000 | ||||||||||||||||||||
Preferred Stock [Member] | |||||||||||||||||||||
Notes Payable (Details) - Part-3 [Line Items] | |||||||||||||||||||||
Shares converted (in Shares) | 86,153 | 86,153 | |||||||||||||||||||
Securities Purchase Agreement [Member] | |||||||||||||||||||||
Notes Payable (Details) - Part-3 [Line Items] | |||||||||||||||||||||
Principal amount | $ 375,000 | ||||||||||||||||||||
Gross proceeds | $ 250,000 | ||||||||||||||||||||
EvoFem Merger Agreement [Member] | |||||||||||||||||||||
Notes Payable (Details) - Part-3 [Line Items] | |||||||||||||||||||||
Common stock par value (in Dollars per share) | $ 0.001 | $ 0.001 | |||||||||||||||||||
EvoFem Merger Agreement [Member] | |||||||||||||||||||||
Notes Payable (Details) - Part-3 [Line Items] | |||||||||||||||||||||
Common stock par value (in Dollars per share) | 0.0001 | 0.0001 | |||||||||||||||||||
Series E-1 Preferred Stock [Member] | |||||||||||||||||||||
Notes Payable (Details) - Part-3 [Line Items] | |||||||||||||||||||||
Common stock par value (in Dollars per share) | 0.0001 | 0.0001 | |||||||||||||||||||
Series A-1 Preferred Stock [Member] | |||||||||||||||||||||
Notes Payable (Details) - Part-3 [Line Items] | |||||||||||||||||||||
Common stock par value (in Dollars per share) | $ 0.001 | $ 0.001 | |||||||||||||||||||
Shares converted (in Shares) | 2,327 | 2,327 | |||||||||||||||||||
Forecast [Member] | |||||||||||||||||||||
Notes Payable (Details) - Part-3 [Line Items] | |||||||||||||||||||||
Aggregate principal amount | $ 8,000,000 | $ 5,000,000 | |||||||||||||||||||
Net sales | 154,480 | ||||||||||||||||||||
Forecast [Member] | September 2024 Secured Notes [Member] | |||||||||||||||||||||
Notes Payable (Details) - Part-3 [Line Items] | |||||||||||||||||||||
Aggregate principal amount | 5,000,000 | ||||||||||||||||||||
Forecast [Member] | Second Tranche Note [Member] | |||||||||||||||||||||
Notes Payable (Details) - Part-3 [Line Items] | |||||||||||||||||||||
Gross proceeds | $ 300,000 |
Leases (Details)
Leases (Details) | 3 Months Ended | 12 Months Ended | |
Mar. 06, 2024 USD ($) | Mar. 31, 2024 USD ($) ft² | Dec. 31, 2023 ft² | |
Leases [Line Items] | |||
Aggregate amount | $ | $ 40,707 | ||
Accounts payable and accrued liabilities | $ | $ 413,300 | ||
Virginia [Member] | |||
Leases [Line Items] | |||
Area of land | 25,000 | 25,000 | |
Lease expires | August 31, 2026 | ||
Lease expiration date | Aug. 31, 2026 | ||
California [Member] | |||
Leases [Line Items] | |||
Area of land | 5,810 | 5,810 | |
Lease expires | August 31, 2024 | ||
Lease expiration date | Aug. 31, 2024 | ||
New York [Member] | |||
Leases [Line Items] | |||
Area of land | 3,150 | 3,150 | |
Lease expires | December 31, 2025 | ||
Lease expiration date | Dec. 31, 2025 |
Leases (Details) - Schedule of
Leases (Details) - Schedule of Lease Costs - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Schedule of Lease Costs [Abstract] | ||||
Operating lease expense | $ 305,049 | $ 297,091 | $ 1,140,949 | $ 1,396,875 |
Total lease costs | 305,049 | $ 297,091 | 1,140,949 | 1,396,875 |
Assets | ||||
Right of use asset – long term | 2,200,299 | 3,160,457 | ||
Total right of use asset | 2,200,299 | 3,160,457 | ||
Liabilities | ||||
Operating lease liabilities – short term | 900,979 | 999,943 | 1,086,658 | |
Operating lease liabilities – long term | 891,747 | 1,041,744 | 1,885,218 | |
Total lease liability | $ 1,792,726 | $ 2,041,687 | $ 2,971,876 | |
Weighted average remaining lease term (in years) – operating leases | 1 year 9 months 14 days | 1 year 11 months 1 day | ||
Weighted average discount rate – operating leases | 8% | 8% |
Leases (Details) - Schedule o_2
Leases (Details) - Schedule of Maturities of Leases - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 |
Schedule of Maturities of Leases [Abstract] | |||
2024 | $ 710,546 | $ 1,004,982 | |
2025 | 423,930 | 710,546 | |
2026 | 423,930 | ||
Total lease payments | 2,139,458 | ||
Less imputed interest | (60,501) | (97,771) | |
Less current portion | (900,979) | (999,943) | $ (1,086,658) |
Total maturities, due beyond one year | $ 891,747 | $ 1,041,744 | $ 1,885,218 |
Commitments & Contingencies (De
Commitments & Contingencies (Details) - Part-1 - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||||||
Mar. 31, 2027 | Mar. 31, 2026 | Mar. 31, 2024 | Mar. 31, 2023 | Mar. 31, 2022 | Jul. 31, 2020 | Mar. 31, 2019 | Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2018 | Aug. 31, 2021 | |
Commitments & Contingencies [Line Items] | ||||||||||||
Shares of common stock (in Shares) | 13 | |||||||||||
License fee paid amount | $ 455,000 | |||||||||||
License milestone payment due | $ 175,000 | $ 100,000 | ||||||||||
Milestone payment due | $ 175,000 | $ 175,000 | ||||||||||
Extension fee | $ 100,000 | $ 100,000 | $ 100,000 | $ 100,000 | ||||||||
Technology rights payments | $ 70,000 | |||||||||||
Final payment | $ 60,000 | |||||||||||
Net Product percentage | 0.75% | 0.75% | ||||||||||
Expiration period | 3 years | 3 years | ||||||||||
Shares issued (in Shares) | 74,227 | |||||||||||
License Agreement [Member] | ||||||||||||
Commitments & Contingencies [Line Items] | ||||||||||||
Net Product percentage | 1.50% | 1.50% | ||||||||||
Common Stock [Member] | ||||||||||||
Commitments & Contingencies [Line Items] | ||||||||||||
Shares issued (in Shares) | 10 | 2,292 | ||||||||||
Common Stock [Member] | Loma Linda University [Member] | ||||||||||||
Commitments & Contingencies [Line Items] | ||||||||||||
Shares issued (in Shares) | 13 | 13 | ||||||||||
Forecast [Member] | ||||||||||||
Commitments & Contingencies [Line Items] | ||||||||||||
License milestone payment due | $ 500,000 | $ 500,000 | $ 100,000 |
Commitments & Contingencies (_2
Commitments & Contingencies (Details) - Part-2 - USD ($) | 3 Months Ended | 12 Months Ended | ||||
Jun. 30, 2020 | Mar. 31, 2024 | Dec. 31, 2023 | Jul. 24, 2023 | Mar. 31, 2022 | Aug. 31, 2021 | |
Commitments & Contingencies [Line Items] | ||||||
Fee paid | $ 25,000 | $ 25,000 | ||||
Shares issued (in Shares) | 74,227 | |||||
Required to pay | $ 25,000 | |||||
Payment of milestone fees | 50,000 | 50,000 | ||||
Regulatory clearance | $ 25,000 | $ 25,000 | ||||
Potential license | $ 25,000 | |||||
Financial revenue | $ 10,000,000 | |||||
License maintenance fees description | 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. | 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. | ||||
Paid for the issuances of patents | $ 25,000 | |||||
2021 through 2024 [Member] | ||||||
Commitments & Contingencies [Line Items] | ||||||
Maintenance fee | 40,000 | $ 40,000 | ||||
2025 [Member] | ||||||
Commitments & Contingencies [Line Items] | ||||||
Maintenance fee | $ 60,000 | $ 60,000 | ||||
Common Stock [Member] | ||||||
Commitments & Contingencies [Line Items] | ||||||
Shares issued (in Shares) | 10 | 2,292 | ||||
Common Stock [Member] | ||||||
Commitments & Contingencies [Line Items] | ||||||
Shares issued (in Shares) | 10 | 27,344 |
Commitments & Contingencies (_3
Commitments & Contingencies (Details) - Part-3 - USD ($) | 3 Months Ended | 12 Months Ended | ||||||||||||||
Jan. 24, 2024 | Jan. 17, 2024 | Jan. 04, 2024 | Jan. 03, 2024 | Sep. 07, 2023 | Jul. 21, 2023 | Apr. 18, 2023 | Mar. 31, 2024 | Dec. 31, 2022 | Dec. 31, 2023 | Sep. 01, 2023 | Aug. 31, 2023 | Aug. 23, 2023 | Apr. 24, 2023 | Apr. 20, 2023 | Oct. 18, 2021 | |
Commitments & Contingencies [Line Items] | ||||||||||||||||
Asset purchase agreement | $ 6,000 | $ 24,500,000 | ||||||||||||||
Loan | $ 3,600,000 | $ 14,500,000 | $ 1,400,000 | $ 1,060,000 | ||||||||||||
Payments term | 7 years | |||||||||||||||
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 | |||||||||||||||
Common stock, shares (in Shares) | 1,665,265 | 107,698 | 1,318,968 | 1,417 | ||||||||||||
Shares of warrant (in Shares) | 9,086 | 60,000 | ||||||||||||||
Preferred stock, shares issued (in Shares) | 0 | 0 | 0 | |||||||||||||
Fees amount | $ 3,200,000 | |||||||||||||||
Acquired transaction | $ 1,008,669 | |||||||||||||||
Preferred stock value | ||||||||||||||||
Preferred stock par value (in Dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||||||
Intangible assets | $ 321,000 | $ 321,000 | ||||||||||||||
Fixed assets | $ 266,448 | |||||||||||||||
Preferred stock shares (in Shares) | 0 | 0 | 0 | |||||||||||||
Divided | $ 1,600,000 | |||||||||||||||
Settlement shares (in Shares) | 296,296 | |||||||||||||||
Employment Contracts [Member] | ||||||||||||||||
Commitments & Contingencies [Line Items] | ||||||||||||||||
Base compensation | 385,000 | |||||||||||||||
Asset Purchase Agreement [Member] | ||||||||||||||||
Commitments & Contingencies [Line Items] | ||||||||||||||||
Cash | $ 10,000,000 | |||||||||||||||
Warrant [Member] | ||||||||||||||||
Commitments & Contingencies [Line Items] | ||||||||||||||||
Shares of warrants (in Shares) | 2 | |||||||||||||||
Warrant value | $ 252,669 | |||||||||||||||
Minimum [Member] | ||||||||||||||||
Commitments & Contingencies [Line Items] | ||||||||||||||||
Amount of payments | 2,200,000 | |||||||||||||||
Maximum [Member] | ||||||||||||||||
Commitments & Contingencies [Line Items] | ||||||||||||||||
Amount of payments | $ 3,200,000 | |||||||||||||||
Common Stock [Member] | ||||||||||||||||
Commitments & Contingencies [Line Items] | ||||||||||||||||
Common stock, shares (in Shares) | 50,000 | |||||||||||||||
Trading price | $ 256,000 | |||||||||||||||
Shares of warrants (in Shares) | 50,000 | |||||||||||||||
Settlement shares (in Shares) | 296,296 | 231 | ||||||||||||||
Preferred Stock [Member] | ||||||||||||||||
Commitments & Contingencies [Line Items] | ||||||||||||||||
Preferred stock, shares issued (in Shares) | 5,000 | |||||||||||||||
Preferred stock shares (in Shares) | 30,905 | 0 | 24,905 | |||||||||||||
Brain Scientific Inc [Member] | ||||||||||||||||
Commitments & Contingencies [Line Items] | ||||||||||||||||
Intangible assets | $ 5,703,995 | |||||||||||||||
Stock Options [Member] | Preferred Stock [Member] | ||||||||||||||||
Commitments & Contingencies [Line Items] | ||||||||||||||||
Preferred stock, shares issued (in Shares) | 5,000 | |||||||||||||||
Preferred stock value | $ 500,000 | |||||||||||||||
Preferred stock par value (in Dollars per share) | $ 5,000 | |||||||||||||||
MDNA Lifesciences, Inc [Member] | Warrant [Member] | ||||||||||||||||
Commitments & Contingencies [Line Items] | ||||||||||||||||
Shares of warrant (in Shares) | 50,000 | |||||||||||||||
MDNA Lifesciences, Inc [Member] | Common Stock [Member] | ||||||||||||||||
Commitments & Contingencies [Line Items] | ||||||||||||||||
Common stock, shares (in Shares) | 50,000 | |||||||||||||||
GRA [Member] | ||||||||||||||||
Commitments & Contingencies [Line Items] | ||||||||||||||||
Ownership interest percentage | 50% | |||||||||||||||
Agility Inc [Member] | ||||||||||||||||
Commitments & Contingencies [Line Items] | ||||||||||||||||
Ownership interest percentage | 50% | |||||||||||||||
Mr. Shatzkes [Member] | Employment Contracts [Member] | ||||||||||||||||
Commitments & Contingencies [Line Items] | ||||||||||||||||
Base compensation | $ 290,000 | |||||||||||||||
Series B-1 Convertible Preferred Stock [Member] | ||||||||||||||||
Commitments & Contingencies [Line Items] | ||||||||||||||||
Preferred stock par value (in Dollars per share) | $ 0.001 | |||||||||||||||
Series B-1 Preferred Stock [Member] | ||||||||||||||||
Commitments & Contingencies [Line Items] | ||||||||||||||||
Preferred stock par value (in Dollars per share) | $ 1,000 | |||||||||||||||
Preferred stock value | $ 5,970,443 | |||||||||||||||
Series B-1 Preferred Stock [Member] | Preferred Stock [Member] | ||||||||||||||||
Commitments & Contingencies [Line Items] | ||||||||||||||||
Preferred stock shares (in Shares) | 6,000 |
Commitments & Contingencies (_4
Commitments & Contingencies (Details) - Part-4 - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||||||||||
Feb. 29, 2024 | Feb. 16, 2024 | Jan. 04, 2024 | Dec. 22, 2023 | Oct. 05, 2023 | Jul. 03, 2023 | Dec. 20, 2022 | Dec. 29, 2023 | Feb. 21, 2023 | Mar. 31, 2024 | Sep. 30, 2023 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Mar. 05, 2024 | May 24, 2021 | |
Commitments & Contingencies [Line Items] | ||||||||||||||||
Assumed payable | $ 154,480 | |||||||||||||||
Amortization of debt discount | $ 164,775 | $ 635,710 | $ 13,393 | $ 2,194,773 | $ 1,533,048 | |||||||||||
Unamortized discount | $ 458 | |||||||||||||||
Common stock par value (in Dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||||
Preferred stock par value (in Dollars per share) | $ 0.001 | 0.001 | 0.001 | |||||||||||||
Convertible preferred stock par value (in Dollars per share) | $ 18 | |||||||||||||||
Shares of purchase (in Shares) | 2,000 | |||||||||||||||
Aggregate purchase price | $ 2 | $ 50,000,000 | $ 1,237,114 | |||||||||||||
Fees amount | $ 3,200,000 | |||||||||||||||
Gross proceeds | $ 3,000,000 | $ 1,500,000 | ||||||||||||||
Transaction value percentage | 10% | |||||||||||||||
Transaction value | $ 20,000,000 | |||||||||||||||
Merger Agreement [Member] | ||||||||||||||||
Commitments & Contingencies [Line Items] | ||||||||||||||||
Unamortized discount | $ 0 | |||||||||||||||
Common Stock [Member] | ||||||||||||||||
Commitments & Contingencies [Line Items] | ||||||||||||||||
Common stock par value (in Dollars per share) | $ 0.001 | $ 0.001 | ||||||||||||||
Dawson James Securities, Inc. [Member] | ||||||||||||||||
Commitments & Contingencies [Line Items] | ||||||||||||||||
Transaction value percentage | 5% | |||||||||||||||
Transaction value | $ 20,000,000 | |||||||||||||||
EvoFem Merger Agreement [Member] | ||||||||||||||||
Commitments & Contingencies [Line Items] | ||||||||||||||||
Notes payable | $ 13,000,000 | $ 13,000,000 | ||||||||||||||
Assumed payable | 154,480 | 154,480 | ||||||||||||||
Amortization of debt discount | $ 1,826,250 | 1,826,250 | ||||||||||||||
Unamortized discount | $ 1,633,389 | |||||||||||||||
Issued and outstanding shares of common stock (in Dollars per share) | $ 0.0001 | $ 0.0001 | ||||||||||||||
Aggregate shares (in Shares) | 610,000 | 610,000 | ||||||||||||||
Common stock par value (in Dollars per share) | $ 0.001 | |||||||||||||||
EvoFem Merger Agreement [Member] | Notes Payable [Member] | ||||||||||||||||
Commitments & Contingencies [Line Items] | ||||||||||||||||
Amortization of debt discount | $ 571,904 | $ 0 | ||||||||||||||
EvoFem Merger Agreement [Member] | Common Stock [Member] | ||||||||||||||||
Commitments & Contingencies [Line Items] | ||||||||||||||||
Common stock par value (in Dollars per share) | $ 0.001 | |||||||||||||||
Dawson Engagement Letter [Member] | ||||||||||||||||
Commitments & Contingencies [Line Items] | ||||||||||||||||
Fees amount | 1,850,000 | |||||||||||||||
Gross proceeds | $ 4,900,000 | |||||||||||||||
Mr. Shatzkes [Member] | Employment Contracts [Member] | ||||||||||||||||
Commitments & Contingencies [Line Items] | ||||||||||||||||
Shares of purchase (in Shares) | 1,500 | |||||||||||||||
Series E-1 Preferred Stock [Member] | ||||||||||||||||
Commitments & Contingencies [Line Items] | ||||||||||||||||
Common stock par value (in Dollars per share) | 0.0001 | 0.0001 | ||||||||||||||
Series E-1 Preferred Stock [Member] | EvoFem Merger Agreement [Member] | ||||||||||||||||
Commitments & Contingencies [Line Items] | ||||||||||||||||
Preferred stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | ||||||||||||||
Series A-1 Preferred Stock [Member] | ||||||||||||||||
Commitments & Contingencies [Line Items] | ||||||||||||||||
Aggregate shares (in Shares) | 2,327 | 2,327 | ||||||||||||||
Preferred stock par value (in Dollars per share) | $ 0.001 | $ 0.001 | ||||||||||||||
Convertible preferred shares amount | $ 22,277,233 | |||||||||||||||
Series A-1 Preferred Stock [Member] | EvoFem Merger Agreement [Member] | ||||||||||||||||
Commitments & Contingencies [Line Items] | ||||||||||||||||
Aggregate shares (in Shares) | 2,327 | 2,327 | ||||||||||||||
Preferred stock par value (in Dollars per share) | $ 0.001 | $ 0.001 | ||||||||||||||
Series F-1 Convertible Preferred Stock [Member] | ||||||||||||||||
Commitments & Contingencies [Line Items] | ||||||||||||||||
Aggregate shares (in Shares) | 22,280 | |||||||||||||||
Series F-1 Convertible Preferred Stock [Member] | Evofem Exchange Agreement [Member] | ||||||||||||||||
Commitments & Contingencies [Line Items] | ||||||||||||||||
Aggregate shares (in Shares) | 22,280 | |||||||||||||||
Series A-1 Convertible Preferred Stock [Member] | ||||||||||||||||
Commitments & Contingencies [Line Items] | ||||||||||||||||
Preferred stock par value (in Dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||||||
Convertible preferred stock par value (in Dollars per share) | $ 0.001 | |||||||||||||||
Series F-1 Preferred Stock [Member] | ||||||||||||||||
Commitments & Contingencies [Line Items] | ||||||||||||||||
Shares of purchase (in Shares) | 2,000 | |||||||||||||||
Private Placement [Member] | ||||||||||||||||
Commitments & Contingencies [Line Items] | ||||||||||||||||
Deposit | $ 1,000,000 | |||||||||||||||
Offering costs | $ 400,000 |
Stockholders_ Equity (Details)
Stockholders’ Equity (Details) - Detail 1 | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||||||||||||||||
Feb. 29, 2024 USD ($) | Dec. 29, 2023 $ / shares shares | Dec. 22, 2023 $ / shares shares | Dec. 18, 2023 shares | Nov. 22, 2023 shares | Aug. 31, 2023 USD ($) $ / shares shares | Aug. 17, 2023 | Apr. 20, 2023 $ / shares shares | Dec. 20, 2022 USD ($) | Sep. 13, 2022 | Dec. 29, 2023 USD ($) $ / shares shares | Mar. 31, 2024 USD ($) $ / shares $ / item shares | Mar. 31, 2023 USD ($) shares | Dec. 31, 2023 USD ($) $ / shares $ / item shares | Dec. 22, 2023 $ / shares shares | Dec. 31, 2022 USD ($) $ / shares shares | Jul. 24, 2023 shares | Sep. 20, 2022 $ / shares | Dec. 06, 2021 $ / shares | Oct. 18, 2021 $ / shares | Aug. 31, 2021 $ / shares shares | May 24, 2021 $ / shares shares | |
Stockholders Equity [Line Items] | ||||||||||||||||||||||
Common stock, par value (in Dollars per share) | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||||||||
Common stock, shares authorized | 100,000,000 | 100,000,000 | 100,000,000 | |||||||||||||||||||
Reverse stock split description | On August 17, 2023, the Company effectuated a 1 for 40 reverse stock split (the “2023 Reverse Split”). | On September 13, 2022, the Company effectuated a 1 for 50 reverse stock split (the “2022 Reverse Split”) | On September 13, 2022, the Company effectuated a 1 for 50 reverse stock split (the “2022 Reverse Split”). | |||||||||||||||||||
Company issued shares | 74,675 | |||||||||||||||||||||
Stock based compensation for consulting services (in Dollars) | $ | $ 168,300 | $ 484,525 | $ 507,558 | |||||||||||||||||||
Recognized expenses (in Dollars) | $ | 111,187 | |||||||||||||||||||||
Common stock for the exercise of warrants | 1,055,374 | |||||||||||||||||||||
General and administrative expenses (in Dollars) | $ | $ 1,843,902 | |||||||||||||||||||||
Issued shares | 74,227 | |||||||||||||||||||||
Aggregate offering share price (in Dollars) | $ | $ 2 | $ 50,000,000 | $ 1,237,114 | |||||||||||||||||||
Sale of share price (in Dollars per share) | $ / shares | $ 3,000 | |||||||||||||||||||||
Net proceeds paying commissions (in Dollars) | $ | $ 507,016 | |||||||||||||||||||||
Issue of common stock | 332,876 | 2,292 | ||||||||||||||||||||
Exercise price per share (in Dollars per share) | $ / shares | $ 0.001 | $ 0.001 | $ 2.47 | $ 6,000 | $ 240 | $ 2,300 | $ 5,060 | |||||||||||||||
Warrants to purchase of common stock | 2,474,228 | 2,474,228 | 115 | 115 | 2,292 | |||||||||||||||||
Share price (in Dollars per share) | $ / shares | $ 4.85 | $ 4.85 | ||||||||||||||||||||
Net proceeds from private placement (in Dollars) | $ | $ 9,000,000 | $ 5,500,000 | $ 5,500,000 | |||||||||||||||||||
Exercisable period | 3 years | 3 years | ||||||||||||||||||||
Preferred stock, shares authorized | 3,000,000 | 3,000,000 | 3,000,000 | |||||||||||||||||||
Preferred stock, par value (in Dollars per share) | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||||||||||||
Preferred stock outstanding | 0 | 0 | 0 | |||||||||||||||||||
Par value (in Dollars per share) | $ / shares | 5,400,000 | 5,400,000 | $ 6.0625 | |||||||||||||||||||
Series A-1 preferred stock designated shares | 22,280 | |||||||||||||||||||||
Conversion price (in Dollars per share) | $ / shares | $ 4.06 | $ 4.44 | ||||||||||||||||||||
Redemption premium percentage | 25% | |||||||||||||||||||||
Aggregate amount (in Dollars) | $ | $ 500,000 | |||||||||||||||||||||
Payments of amount (in Dollars) | $ | 500,000 | |||||||||||||||||||||
Excess of amount (in Dollars) | $ | $ 100,000 | |||||||||||||||||||||
Floor price (in Dollars per Item) | $ / item | 0.519 | |||||||||||||||||||||
Percentage of stock conversion. | 125% | |||||||||||||||||||||
Preferred stock redemption percentage | 115% | |||||||||||||||||||||
Conversion Price [Member] | ||||||||||||||||||||||
Stockholders Equity [Line Items] | ||||||||||||||||||||||
Redemption premium percentage | 25% | |||||||||||||||||||||
Certain Outstanding Warrants [Member] | ||||||||||||||||||||||
Stockholders Equity [Line Items] | ||||||||||||||||||||||
Share price (in Dollars per share) | $ / shares | $ 4.6 | |||||||||||||||||||||
Pre-Funded Warrants [Member] | ||||||||||||||||||||||
Stockholders Equity [Line Items] | ||||||||||||||||||||||
Common stock, par value (in Dollars per share) | $ / shares | 0.001 | 0.001 | ||||||||||||||||||||
Exercise price per share (in Dollars per share) | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||||||||||||
Warrants to purchase of common stock | 1,237,114 | 1,000,000 | 1,237,114 | |||||||||||||||||||
Share price (in Dollars per share) | $ / shares | $ 48.76 | 6.0625 | ||||||||||||||||||||
Minimum [Member] | ||||||||||||||||||||||
Stockholders Equity [Line Items] | ||||||||||||||||||||||
Common stock, shares authorized | 27,000,000 | |||||||||||||||||||||
Maximum [Member] | ||||||||||||||||||||||
Stockholders Equity [Line Items] | ||||||||||||||||||||||
Common stock, shares authorized | 100,000,000 | |||||||||||||||||||||
Common Stock [Member] | ||||||||||||||||||||||
Stockholders Equity [Line Items] | ||||||||||||||||||||||
Common stock, par value (in Dollars per share) | $ / shares | $ 0.001 | $ 0.001 | ||||||||||||||||||||
Shares issued | 31,251 | 262 | ||||||||||||||||||||
Stock based compensation for consulting services (in Dollars) | $ | $ 5 | $ 75 | $ 5 | |||||||||||||||||||
Issued shares | 10 | 27,344 | ||||||||||||||||||||
Sale of shares | 8,463 | 8,463 | ||||||||||||||||||||
Issue of common stock | 4,675 | |||||||||||||||||||||
Restricted stock units | 463 | |||||||||||||||||||||
Share price (in Dollars per share) | $ / shares | $ 0.125 | $ 0.125 | ||||||||||||||||||||
Par value (in Dollars per share) | $ / shares | $ 0.001 | $ 48.76 | $ 0.001 | $ 0.0001 | $ 0.0001 | |||||||||||||||||
Aggregate of shares | 610,000 | 610,000 | ||||||||||||||||||||
Common Stock [Member] | Pre-Funded Warrants [Member] | ||||||||||||||||||||||
Stockholders Equity [Line Items] | ||||||||||||||||||||||
Common stock, par value (in Dollars per share) | $ / shares | $ 0.001 | 0.001 | ||||||||||||||||||||
Sale of shares | 1,237,114 | |||||||||||||||||||||
Exercise price per share (in Dollars per share) | $ / shares | $ 0.001 | $ 0.001 | ||||||||||||||||||||
Warrants to purchase of common stock | 39,634 | 74,227 | ||||||||||||||||||||
Preferred Stock [Member] | ||||||||||||||||||||||
Stockholders Equity [Line Items] | ||||||||||||||||||||||
Preferred stock, shares authorized | 3,000,000 | 3,000,000 | ||||||||||||||||||||
Preferred stock outstanding | 30,905 | 24,905 | 0 | |||||||||||||||||||
Preferred stock par value (in Dollars per share) | $ / shares | $ 100 | |||||||||||||||||||||
Pearsanta Omnibus Incentive Plan [Member] | ||||||||||||||||||||||
Stockholders Equity [Line Items] | ||||||||||||||||||||||
Shares reserved for future issuance | 15,000,000 | |||||||||||||||||||||
Exercisable options | 4,000,000 | |||||||||||||||||||||
Restricted stock vested | 1,000,000 | |||||||||||||||||||||
Issue of common stock | 50,000 | |||||||||||||||||||||
Pearsanta Omnibus Incentive Plan [Member] | Common Stock [Member] | ||||||||||||||||||||||
Stockholders Equity [Line Items] | ||||||||||||||||||||||
Issue of common stock | 296,296 | |||||||||||||||||||||
Pearsanta Parent Service Provider Plan [Member] | ||||||||||||||||||||||
Stockholders Equity [Line Items] | ||||||||||||||||||||||
Exercisable options | 9,320,000 | |||||||||||||||||||||
Restricted Stock Units (RSUs) [Member] | ||||||||||||||||||||||
Stockholders Equity [Line Items] | ||||||||||||||||||||||
Restricted stock vested | 170 | |||||||||||||||||||||
Company issued shares | 3,707 | |||||||||||||||||||||
Recognized expenses (in Dollars) | $ | $ 308,479 | |||||||||||||||||||||
Restricted stock vested | 292 | |||||||||||||||||||||
Restricted stock granted | 0 | 0 | 463 | |||||||||||||||||||
General and administrative expenses (in Dollars) | $ | $ 1,237,182 | $ 1,209,906 | ||||||||||||||||||||
Issued shares | 48,659 | |||||||||||||||||||||
Issue of common stock | 44 | 157 | ||||||||||||||||||||
Restricted Stock Units (RSUs) [Member] | Common Stock [Member] | ||||||||||||||||||||||
Stockholders Equity [Line Items] | ||||||||||||||||||||||
Restricted stock vested | 44 | 170 | ||||||||||||||||||||
Company issued shares | 44 | 507,558 | ||||||||||||||||||||
Pearsanta™, Inc. [Member] | ||||||||||||||||||||||
Stockholders Equity [Line Items] | ||||||||||||||||||||||
Shares issued | 500,000 | |||||||||||||||||||||
Common Stock [Member] | ||||||||||||||||||||||
Stockholders Equity [Line Items] | ||||||||||||||||||||||
Issued shares | 10 | 2,292 | ||||||||||||||||||||
Exercise price per share (in Dollars per share) | $ / shares | $ 61 | |||||||||||||||||||||
Warrants to purchase of common stock | 2,378 | |||||||||||||||||||||
Share price (in Dollars per share) | $ / shares | $ 4,800 | |||||||||||||||||||||
Par value (in Dollars per share) | $ / shares | $ 48.76 | $ 4,800 | ||||||||||||||||||||
Common Stock [Member] | Restricted Stock Units (RSUs) [Member] | ||||||||||||||||||||||
Stockholders Equity [Line Items] | ||||||||||||||||||||||
Restricted stock units | 44 | |||||||||||||||||||||
Series E-1 Preferred Stock [Member] | ||||||||||||||||||||||
Stockholders Equity [Line Items] | ||||||||||||||||||||||
Common stock, par value (in Dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | ||||||||||||||||||||
Preferred stock par value (in Dollars per share) | $ / shares | 0.0001 | 0.0001 | ||||||||||||||||||||
Series A-1 Preferred Stock [Member] | ||||||||||||||||||||||
Stockholders Equity [Line Items] | ||||||||||||||||||||||
Preferred stock, par value (in Dollars per share) | $ / shares | 0.001 | 0.001 | ||||||||||||||||||||
Par value (in Dollars per share) | $ / shares | 1,000 | 1,000 | ||||||||||||||||||||
Preferred stock par value (in Dollars per share) | $ / shares | $ 0.001 | $ 0.001 | ||||||||||||||||||||
Aggregate shares | 2,327 | 2,327 | ||||||||||||||||||||
Series A-1 preferred stock designated shares | 22,280 | |||||||||||||||||||||
Floor price (in Dollars per Item) | $ / item | 0.888 | 0.888 | ||||||||||||||||||||
Volume weighted average price percentage | 80% | 80% | ||||||||||||||||||||
Percentage of stock conversion. | 125% | 125% | ||||||||||||||||||||
Preferred stock redemption percentage | 115% | 115% | ||||||||||||||||||||
Series F-1 Convertible Preferred Stock [Member] | ||||||||||||||||||||||
Stockholders Equity [Line Items] | ||||||||||||||||||||||
Aggregate of shares | 22,280 | 22,280 | ||||||||||||||||||||
Aggregate shares | 22,280 | |||||||||||||||||||||
Preferred stock for aggregate shares | 22,280 | |||||||||||||||||||||
Series F-1 Preferred Stock [Member] | ||||||||||||||||||||||
Stockholders Equity [Line Items] | ||||||||||||||||||||||
Preferred stock for aggregate shares | 22,280 | |||||||||||||||||||||
Series A-1 Convertible Preferred Stock [Member] | ||||||||||||||||||||||
Stockholders Equity [Line Items] | ||||||||||||||||||||||
Preferred stock, shares authorized | 22,280 | 22,280 | 22,280 | |||||||||||||||||||
Preferred stock, par value (in Dollars per share) | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||||||||||||
Preferred stock outstanding | 22,280 | 22,280 | 0 | |||||||||||||||||||
Convertible preferred stock par value (in Dollars per share) | $ / shares | $ 0.001 | $ 0.001 | ||||||||||||||||||||
Series A Preferred Stock [Member] | ||||||||||||||||||||||
Stockholders Equity [Line Items] | ||||||||||||||||||||||
Common stock, par value (in Dollars per share) | $ / shares | $ 0.001 | $ 0.001 | ||||||||||||||||||||
Conversion price (in Dollars per share) | $ / shares | $ 4.44 | |||||||||||||||||||||
At The Market Offerings [Member] | ||||||||||||||||||||||
Stockholders Equity [Line Items] | ||||||||||||||||||||||
Sale of shares | 8,463 | |||||||||||||||||||||
Sale of share price (in Dollars per share) | $ / shares | $ 62.05 |
Stockholders_ Equity (Details_2
Stockholders’ Equity (Details) - Detail 2 | 3 Months Ended | 12 Months Ended | ||||||||||||
Dec. 29, 2023 $ / shares shares | Dec. 22, 2023 $ / shares shares | Apr. 20, 2023 USD ($) $ / shares | Oct. 07, 2022 USD ($) shares | Oct. 07, 2022 USD ($) shares | Jul. 19, 2022 USD ($) $ / shares shares | Mar. 31, 2024 USD ($) $ / shares $ / item shares | Mar. 31, 2023 USD ($) shares | Dec. 31, 2023 USD ($) $ / shares $ / item shares | Dec. 22, 2023 $ / shares shares | Jul. 03, 2023 $ / shares | Dec. 31, 2022 $ / shares shares | Jan. 19, 2022 $ / shares | May 24, 2021 $ / shares | |
Stockholders Equity [Line Items] | ||||||||||||||
Preferred stock, shares authorized | shares | 3,000,000 | 3,000,000 | 3,000,000 | |||||||||||
Preferred stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||||
Preferred stock outstanding | shares | 0 | 0 | 0 | |||||||||||
Par value (in Dollars per share) | $ 5,400,000 | $ 6.0625 | ||||||||||||
Common stock, par value (in Dollars per share) | 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||
Series A-1 preferred stock designated shares | shares | 22,280 | |||||||||||||
Conversion price (in Dollars per share) | $ 4.06 | $ 4.44 | ||||||||||||
Floor price (in Dollars per Item) | $ / item | 0.519 | |||||||||||||
Percentage of stock conversion. | 125% | |||||||||||||
Preferred stock redemption percentage | 115% | |||||||||||||
Excess of beneficially owned percentage | 4.99% | 4.99% | ||||||||||||
Cash received (in Dollars) | $ | $ 507,016 | $ 507,016 | ||||||||||||
Redemption amount paid (in Dollars) | $ | $ 0.001 | |||||||||||||
Redemption premium percentage | 25% | |||||||||||||
Aggregate amount (in Dollars) | $ | $ 500,000 | |||||||||||||
Excess of amount (in Dollars) | $ | $ 100,000 | |||||||||||||
Common stock outstanding owned percentage | 9.99% | |||||||||||||
Conversion price per share (in Dollars per share) | $ 18 | |||||||||||||
Warrant [Member] | ||||||||||||||
Stockholders Equity [Line Items] | ||||||||||||||
Par value (in Dollars per share) | $ 4.85 | |||||||||||||
Sale of shares | shares | 2,474,228 | |||||||||||||
Common stock outstanding owned percentage | 4.99% | 4.99% | ||||||||||||
Conversion Price [Member] | ||||||||||||||
Stockholders Equity [Line Items] | ||||||||||||||
Redemption premium percentage | 25% | |||||||||||||
Maximum [Member] | ||||||||||||||
Stockholders Equity [Line Items] | ||||||||||||||
Aggregate gross sales (in Dollars) | $ | $ 50,000,000 | |||||||||||||
Minimum [Member] | ||||||||||||||
Stockholders Equity [Line Items] | ||||||||||||||
Aggregate gross sales (in Dollars) | $ | $ 0 | |||||||||||||
Series E-1 Preferred Stock [Member] | ||||||||||||||
Stockholders Equity [Line Items] | ||||||||||||||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | ||||||||||||
Preferred stock par value (in Dollars per share) | 0.0001 | 0.0001 | ||||||||||||
Series A-1 Preferred Stock [Member] | ||||||||||||||
Stockholders Equity [Line Items] | ||||||||||||||
Preferred stock, par value (in Dollars per share) | 0.001 | 0.001 | ||||||||||||
Par value (in Dollars per share) | 1,000 | 1,000 | ||||||||||||
Preferred stock par value (in Dollars per share) | $ 0.001 | $ 0.001 | ||||||||||||
Aggregate shares | shares | 2,327 | 2,327 | ||||||||||||
Series A-1 preferred stock designated shares | shares | 22,280 | |||||||||||||
Conversion price description | (i) the Alternate Conversion Price (as defined below) and (ii) the quotient of (x) the 25% redemption premium multiplied by (y) the amount of Series A-1 Preferred Stock subject to such conversion. “Triggering Events” include, among others, (i) a suspension of trading or the failure to be traded or listed on an eligible market for five consecutive days or more, (ii) the failure to remove restrictive legends when required, (iii) the Company’s default in payment of indebtedness in an aggregate amount of $500,000 or more (the Company is currently in default for payments greater than $500,000), (iv) proceedings for a bankruptcy, insolvency, reorganization or liquidation, which are not dismissed with 30 days, (v) commencement of a voluntary bankruptcy proceeding, and (viii) final judgments against the Company for the payment of money in excess of $100,000. | |||||||||||||
Floor price (in Dollars per Item) | $ / item | 0.888 | 0.888 | ||||||||||||
Volume weighted average price percentage | 80% | 80% | ||||||||||||
Percentage of stock conversion. | 125% | 125% | ||||||||||||
Preferred stock redemption percentage | 115% | 115% | ||||||||||||
Series F-1 Convertible Preferred Stock [Member] | ||||||||||||||
Stockholders Equity [Line Items] | ||||||||||||||
Aggregate of shares | shares | 22,280 | 22,280 | ||||||||||||
Aggregate shares | shares | 22,280 | |||||||||||||
Preferred stock for aggregate shares | shares | 22,280 | |||||||||||||
Series A-1 Convertible Preferred Stock [Member] | ||||||||||||||
Stockholders Equity [Line Items] | ||||||||||||||
Preferred stock, shares authorized | shares | 22,280 | 22,280 | 22,280 | |||||||||||
Preferred stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||||
Preferred stock outstanding | shares | 22,280 | 22,280 | 0 | |||||||||||
Convertible preferred stock par value (in Dollars per share) | $ 0.001 | $ 0.001 | ||||||||||||
Conversion price per share (in Dollars per share) | $ 0.001 | $ 0.001 | ||||||||||||
Series B Preferred Stock [Member] | ||||||||||||||
Stockholders Equity [Line Items] | ||||||||||||||
Preferred stock, shares authorized | shares | 1 | 1 | 1 | |||||||||||
Preferred stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||
Preferred stock outstanding | shares | 0 | 0 | 0 | |||||||||||
Sale of shares | shares | 1 | |||||||||||||
Cash received (in Dollars) | $ | $ 20,000 | $ 20,000 | ||||||||||||
Number of preferred stock votes | 250,000,000 | |||||||||||||
Consideration amount (in Dollars) | $ | $ 20,000 | $ 20,000 | ||||||||||||
Redemption amount paid (in Dollars) | $ | $ 20,000 | $ 20,000 | ||||||||||||
Number of shares redeemed | shares | 1 | 1 | ||||||||||||
Redemption date | September 13, 2022 | September 13, 2022 | ||||||||||||
Series B-1 Preferred Stock [Member] | ||||||||||||||
Stockholders Equity [Line Items] | ||||||||||||||
Preferred stock, par value (in Dollars per share) | $ 1,000 | |||||||||||||
Par value (in Dollars per share) | 1,000 | |||||||||||||
Preferred stock par value (in Dollars per share) | $ 0.001 | |||||||||||||
Series A-1 preferred stock designated shares | shares | 6,000 | |||||||||||||
Floor price (in Dollars per Item) | $ / item | 0.942 | |||||||||||||
Volume weighted average price percentage | 80% | |||||||||||||
Aggregate amount (in Dollars) | $ | $ 500,000 | |||||||||||||
Excess of amount (in Dollars) | $ | $ 500,000 | |||||||||||||
Series B-1 Preferred Stock [Member] | Conversion Price [Member] | ||||||||||||||
Stockholders Equity [Line Items] | ||||||||||||||
Redemption premium percentage | 125% | |||||||||||||
Series B-2 Preferred Stock [Member] | ||||||||||||||
Stockholders Equity [Line Items] | ||||||||||||||
Preferred stock, shares authorized | shares | 2,625 | 2,625 | ||||||||||||
Preferred stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||||
Par value (in Dollars per share) | $ 1,000 | $ 1,000 | ||||||||||||
Conversion price description | (i) the Alternate Conversion Price (as defined below) and (ii) the quotient of (x) the 125% redemption premium multiplied by (y) the amount of Series B-2 Preferred Stock subject to such conversion. “Triggering Events” include, among others, (i) a suspension of trading or the failure to be traded or listed on an eligible market for five consecutive days or more, (ii) the failure to remove restrictive legends when required, (iii) the Company’s default in payment of indebtedness in an aggregate amount of $500,000 or more(the Company is currently in default for payments greater than $500,000), (iv) proceedings for a bankruptcy, insolvency, reorganization or liquidation, which are not dismissed with 30 days, (v) commencement of a voluntary bankruptcy proceeding, and (viii) final judgments against the Company for the payment of money in excess of $500,000. | |||||||||||||
Floor price (in Dollars per Item) | $ / item | 0.942 | 0.942 | ||||||||||||
Volume weighted average price percentage | 80% | 80% | ||||||||||||
Percentage of stock conversion. | 125% | 125% | ||||||||||||
Preferred stock redemption percentage | 115% | 115% | ||||||||||||
Excess of beneficially owned percentage | 4.99% | 4.99% | ||||||||||||
Redemption premium percentage | 125% | |||||||||||||
Aggregate amount (in Dollars) | $ | $ 500,000 | |||||||||||||
Excess of amount (in Dollars) | $ | $ 500,000 | |||||||||||||
Shares of convertible preferred stock | shares | 2,625 | |||||||||||||
Conversion price per share (in Dollars per share) | $ 4.71 | $ 4.71 | ||||||||||||
Preferred Stock [Member] | ||||||||||||||
Stockholders Equity [Line Items] | ||||||||||||||
Preferred stock, shares authorized | shares | 3,000,000 | 3,000,000 | ||||||||||||
Preferred stock outstanding | shares | 30,905 | 24,905 | 0 | |||||||||||
Preferred stock par value (in Dollars per share) | $ 100 | |||||||||||||
Preferred Stock [Member] | Series B-1 Preferred Stock [Member] | ||||||||||||||
Stockholders Equity [Line Items] | ||||||||||||||
Preferred stock outstanding | shares | 6,000 | |||||||||||||
Common Stock [Member] | ||||||||||||||
Stockholders Equity [Line Items] | ||||||||||||||
Par value (in Dollars per share) | $ 0.001 | $ 48.76 | $ 0.0001 | $ 0.0001 | ||||||||||
Aggregate of shares | shares | 610,000 | 610,000 | ||||||||||||
Common stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 | ||||||||||||
Sale of shares | shares | 8,463 | 8,463 | ||||||||||||
Cash received (in Dollars) | $ | $ 9 | $ 9 |
Stockholders_ Equity (Details_3
Stockholders’ Equity (Details) - Detail 3 | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||||||||||||
Dec. 18, 2023 $ / shares shares | Jul. 11, 2023 USD ($) $ / shares shares | Oct. 07, 2022 USD ($) shares | Oct. 07, 2022 USD ($) shares | Jul. 19, 2022 USD ($) $ / shares shares | Feb. 24, 2021 $ / shares shares | Oct. 31, 2017 shares | Mar. 31, 2024 USD ($) $ / shares $ / item shares | Mar. 31, 2023 USD ($) shares | Dec. 31, 2023 USD ($) $ / shares $ / item shares | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 29, 2023 $ / shares shares | Jul. 03, 2023 $ / shares | Apr. 20, 2023 $ / shares | Jan. 19, 2022 $ / shares | Oct. 18, 2021 shares | Aug. 31, 2021 shares | May 24, 2021 $ / shares | |
Stockholders Equity [Line Items] | ||||||||||||||||||
Preferred stock, par value (in Dollars per share) | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||||||||
Cash received (in Dollars) | $ | $ 507,016 | $ 507,016 | ||||||||||||||||
Redemption amount paid (in Dollars) | $ | $ 0.001 | |||||||||||||||||
Preferred stock, shares authorized | 3,000,000 | 3,000,000 | 3,000,000 | |||||||||||||||
Par value (in Dollars per share) | $ / shares | $ 6.0625 | $ 5,400,000 | ||||||||||||||||
Conversion price per share (in Dollars per share) | $ / shares | $ 18 | |||||||||||||||||
Floor price (in Dollars per Item) | $ / item | 0.519 | |||||||||||||||||
Percentage of stock conversion. | 125% | |||||||||||||||||
Preferred stock redemption percentage | 115% | |||||||||||||||||
Excess of beneficially owned percentage | 4.99% | 4.99% | ||||||||||||||||
Common stock share issued | 1,665,265 | 1,318,968 | 107,698 | 1,417 | ||||||||||||||
Common stock, par value (in Dollars per share) | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | 0.001 | $ 0.001 | |||||||||||||
Vesting expense (in Dollars) | $ | $ 59,964 | |||||||||||||||||
General and administrative expenses (in Dollars) | $ | $ 1,843,902 | |||||||||||||||||
Weighted average vesting term | 1 year 11 months 1 day | |||||||||||||||||
Research and development (in Dollars) | $ | $ 8,145,266 | $ 1,387,541 | $ 7,074,339 | $ 7,268,084 | ||||||||||||||
Company issued shares | 74,675 | |||||||||||||||||
Issue of common stock | 332,876 | 2,292 | ||||||||||||||||
Option [Member] | ||||||||||||||||||
Stockholders Equity [Line Items] | ||||||||||||||||||
Exercisable options | 10,654,000 | 9,320,000 | ||||||||||||||||
Weighted average exercise price (in Dollars per share) | $ / shares | $ 0.02 | $ 0.02 | ||||||||||||||||
Common Stock [Member] | ||||||||||||||||||
Stockholders Equity [Line Items] | ||||||||||||||||||
Sale of shares | 8,463 | 8,463 | ||||||||||||||||
Cash received (in Dollars) | $ | $ 9 | $ 9 | ||||||||||||||||
Par value (in Dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | 0.001 | $ 48.76 | ||||||||||||||
Shares issued | 31,251 | 262 | ||||||||||||||||
Common stock share issued | 50,000 | |||||||||||||||||
Common stock, par value (in Dollars per share) | $ / shares | $ 0.001 | $ 0.001 | ||||||||||||||||
Issue of common stock | 4,675 | |||||||||||||||||
2017 Equity Incentive Plan [Member] | ||||||||||||||||||
Stockholders Equity [Line Items] | ||||||||||||||||||
Shares issued | 2,500,000 | |||||||||||||||||
2021 Omnibus Equity Incentive Plan [Member] | ||||||||||||||||||
Stockholders Equity [Line Items] | ||||||||||||||||||
Common stock share issued | 60,000 | |||||||||||||||||
Common stock, par value (in Dollars per share) | $ / shares | $ 0.001 | |||||||||||||||||
Stock option exercise percentage | 100% | |||||||||||||||||
Pearsanta 2023 Plan [Member] | ||||||||||||||||||
Stockholders Equity [Line Items] | ||||||||||||||||||
Shares issued | 15,000,000 | |||||||||||||||||
Common stock, par value (in Dollars per share) | $ / shares | $ 0.001 | |||||||||||||||||
Stock option exercise percentage | 100% | |||||||||||||||||
Pearsanta 2023 Plan [Member] | Common Stock [Member] | ||||||||||||||||||
Stockholders Equity [Line Items] | ||||||||||||||||||
Common stock share issued | 9,320,000 | |||||||||||||||||
Common stock, par value (in Dollars per share) | $ / shares | $ 0.001 | |||||||||||||||||
Nonvested Stock Options [Member] | ||||||||||||||||||
Stockholders Equity [Line Items] | ||||||||||||||||||
Exercisable options | 45,572 | 45,572 | ||||||||||||||||
Weighted average exercise price (in Dollars per share) | $ / shares | $ 173.12 | $ 173.12 | ||||||||||||||||
Vesting expense (in Dollars) | $ | $ 24,572 | $ 589,014 | $ 791,187 | |||||||||||||||
General and administrative expenses (in Dollars) | $ | 24,572 | |||||||||||||||||
Share based payment remaining expenses (in Dollars) | $ | $ 77,812 | |||||||||||||||||
Weighted average vesting term | 2 years 2 months 1 day | |||||||||||||||||
Restricted Stock Units (RSUs) [Member] | ||||||||||||||||||
Stockholders Equity [Line Items] | ||||||||||||||||||
Vesting expense (in Dollars) | $ | 0 | $ 111,187 | $ 308,479 | 1,843,902 | ||||||||||||||
General and administrative expenses (in Dollars) | $ | 1,237,182 | $ 1,209,906 | ||||||||||||||||
Share based payment remaining expenses (in Dollars) | $ | $ 0 | $ 0 | ||||||||||||||||
Weighted average vesting term | 0 years | 0 years | ||||||||||||||||
Restricted stock granted | 0 | 0 | 463 | |||||||||||||||
Company issued shares | 3,707 | |||||||||||||||||
Issue of common stock | 44 | 157 | ||||||||||||||||
Restricted stock vested | 170 | |||||||||||||||||
Restricted Stock Units (RSUs) [Member] | Common Stock [Member] | ||||||||||||||||||
Stockholders Equity [Line Items] | ||||||||||||||||||
Company issued shares | 44 | 507,558 | ||||||||||||||||
Restricted stock vested | 44 | 170 | ||||||||||||||||
Research and Development Expense [Member] | Nonvested Stock Options [Member] | ||||||||||||||||||
Stockholders Equity [Line Items] | ||||||||||||||||||
Share based payment remaining expenses (in Dollars) | $ | $ 53,240 | |||||||||||||||||
Research and development (in Dollars) | $ | 35,535 | $ 203,374 | $ 235,415 | |||||||||||||||
Research and Development Expense [Member] | Restricted Stock Units (RSUs) [Member] | ||||||||||||||||||
Stockholders Equity [Line Items] | ||||||||||||||||||
Research and development (in Dollars) | $ | 27,098 | 58,777 | ||||||||||||||||
General and Administrative Expense [Member] | ||||||||||||||||||
Stockholders Equity [Line Items] | ||||||||||||||||||
General and administrative expenses (in Dollars) | $ | 81,586 | 105,049 | ||||||||||||||||
General and Administrative Expense [Member] | Nonvested Stock Options [Member] | ||||||||||||||||||
Stockholders Equity [Line Items] | ||||||||||||||||||
General and administrative expenses (in Dollars) | $ | 24,429 | 385,640 | $ 555,772 | |||||||||||||||
General and Administrative Expense [Member] | Restricted Stock Units (RSUs) [Member] | ||||||||||||||||||
Stockholders Equity [Line Items] | ||||||||||||||||||
Vesting expense (in Dollars) | $ | 308,479 | |||||||||||||||||
General and administrative expenses (in Dollars) | $ | 111,187 | 242,915 | ||||||||||||||||
Selling and Marketing Expense [Member] | ||||||||||||||||||
Stockholders Equity [Line Items] | ||||||||||||||||||
Sales and marketing (in Dollars) | $ | 504,699 | |||||||||||||||||
Selling and Marketing Expense [Member] | Restricted Stock Units (RSUs) [Member] | ||||||||||||||||||
Stockholders Equity [Line Items] | ||||||||||||||||||
Sales and marketing (in Dollars) | $ | $ 2,503 | $ 6,787 | ||||||||||||||||
Series B Preferred Stock [Member] | ||||||||||||||||||
Stockholders Equity [Line Items] | ||||||||||||||||||
Sale of shares | 1 | |||||||||||||||||
Preferred stock, par value (in Dollars per share) | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||||||
Cash received (in Dollars) | $ | $ 20,000 | $ 20,000 | ||||||||||||||||
Number of preferred stock votes | 250,000,000 | |||||||||||||||||
Consideration amount (in Dollars) | $ | $ 20,000 | $ 20,000 | ||||||||||||||||
Redemption amount paid (in Dollars) | $ | $ 20,000 | $ 20,000 | ||||||||||||||||
Number of shares redeemed | 1 | 1 | ||||||||||||||||
Redemption date | September 13, 2022 | September 13, 2022 | ||||||||||||||||
Preferred stock, shares authorized | 1 | 1 | 1 | |||||||||||||||
Series B-2 Preferred Stock [Member] | ||||||||||||||||||
Stockholders Equity [Line Items] | ||||||||||||||||||
Preferred stock, par value (in Dollars per share) | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||||||||
Shares of convertible preferred stock | 2,625 | |||||||||||||||||
Preferred stock, shares authorized | 2,625 | 2,625 | ||||||||||||||||
Par value (in Dollars per share) | $ / shares | $ 1,000 | $ 1,000 | ||||||||||||||||
Conversion price per share (in Dollars per share) | $ / shares | $ 4.71 | $ 4.71 | ||||||||||||||||
Conversion price description | (i) the Alternate Conversion Price (as defined below) and (ii) the quotient of (x) the 125% redemption premium multiplied by (y) the amount of Series B-2 Preferred Stock subject to such conversion. “Triggering Events” include, among others, (i) a suspension of trading or the failure to be traded or listed on an eligible market for five consecutive days or more, (ii) the failure to remove restrictive legends when required, (iii) the Company’s default in payment of indebtedness in an aggregate amount of $500,000 or more(the Company is currently in default for payments greater than $500,000), (iv) proceedings for a bankruptcy, insolvency, reorganization or liquidation, which are not dismissed with 30 days, (v) commencement of a voluntary bankruptcy proceeding, and (viii) final judgments against the Company for the payment of money in excess of $500,000. | |||||||||||||||||
Floor price (in Dollars per Item) | $ / item | 0.942 | 0.942 | ||||||||||||||||
Volume weighted average price percentage | 80% | 80% | ||||||||||||||||
Percentage of stock conversion. | 125% | 125% | ||||||||||||||||
Preferred stock redemption percentage | 115% | 115% | ||||||||||||||||
Excess of beneficially owned percentage | 4.99% | 4.99% | ||||||||||||||||
Series C Preferred Stock [Member] | ||||||||||||||||||
Stockholders Equity [Line Items] | ||||||||||||||||||
Sale of shares | 1 | |||||||||||||||||
Preferred stock, par value (in Dollars per share) | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||||||
Cash received (in Dollars) | $ | $ 1,000 | $ 1,000 | ||||||||||||||||
Number of preferred stock votes | 250,000,000 | |||||||||||||||||
Consideration amount (in Dollars) | $ | $ 1,000 | |||||||||||||||||
Preferred stock, shares authorized | 1 | 1 | 1 |
Stockholders_ Equity (Details_4
Stockholders’ Equity (Details) - Detail 4 | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||||||||||||
Dec. 29, 2023 $ / shares shares | Dec. 18, 2023 $ / shares shares | Sep. 01, 2023 USD ($) shares | Aug. 31, 2023 USD ($) $ / shares shares | Jul. 11, 2023 USD ($) $ / shares shares | Apr. 20, 2023 USD ($) $ / shares shares | Feb. 24, 2021 $ / shares shares | Oct. 31, 2017 shares | Mar. 31, 2024 USD ($) $ / shares shares | Mar. 31, 2023 USD ($) shares | Dec. 31, 2023 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) $ / shares shares | Sep. 20, 2022 $ / shares | Dec. 06, 2021 $ / shares | Oct. 18, 2021 shares | Aug. 31, 2021 $ / shares shares | May 24, 2021 $ / shares | |
Stockholders Equity [Line Items] | |||||||||||||||||
Preferred stock, par value (in Dollars per share) | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||||||
Cash received (in Dollars) | $ 507,016 | $ 507,016 | |||||||||||||||
Common stock share issued | shares | 1,665,265 | 1,318,968 | 107,698 | 1,417 | |||||||||||||
Common stock, par value (in Dollars per share) | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||||
Vesting expense (in Dollars) | $ 59,964 | ||||||||||||||||
General and administrative expenses (in Dollars) | $ 1,843,902 | ||||||||||||||||
Research and development (in Dollars) | $ 8,145,266 | 1,387,541 | $ 7,074,339 | $ 7,268,084 | |||||||||||||
Weighted average vesting term | 1 year 11 months 1 day | ||||||||||||||||
Warrants issued | shares | 9,086 | 60,000 | |||||||||||||||
Warrant exercised (in Dollars) | $ 6,128 | ||||||||||||||||
Warrants to purchase of common stock | shares | 2,474,228 | 115 | 115 | 2,292 | |||||||||||||
Share price (in Dollars per share) | $ / shares | $ 4.85 | ||||||||||||||||
Exercise price per share (in Dollars per share) | $ / shares | $ 0.001 | $ 2.47 | $ 6,000 | $ 240 | $ 2,300 | $ 5,060 | |||||||||||
Exercisable period | 3 years | 3 years | |||||||||||||||
Black scholes valuation model (in Dollars) | $ 56,742 | $ 470,772 | |||||||||||||||
Warrants issued black scholes valuation (in Dollars) | $ 1,900,000 | ||||||||||||||||
Net proceeds from private placement (in Dollars) | 9,000,000 | $ 5,500,000 | 5,500,000 | ||||||||||||||
Payments of outstanding obligation (in Dollars) | 3,100,000 | ||||||||||||||||
Repayment of debt (in Dollars) | $ 400,000 | ||||||||||||||||
Receivable amount (in Dollars) | $ 5,444,628 | ||||||||||||||||
Common stock outstanding owned percentage | 9.99% | ||||||||||||||||
Research and development (in Dollars) | $ 8,145,266 | $ 1,387,541 | $ 7,074,339 | 7,268,084 | |||||||||||||
Issue of common stock | shares | 332,876 | 2,292 | |||||||||||||||
Warrant [Member] | |||||||||||||||||
Stockholders Equity [Line Items] | |||||||||||||||||
Sale of shares | shares | 2,474,228 | ||||||||||||||||
Vesting expense (in Dollars) | $ 0 | $ 609,748 | |||||||||||||||
Share based payment remaining expenses (in Dollars) | $ 0 | ||||||||||||||||
Weighted average vesting term | 0 years | ||||||||||||||||
Warrants to purchase of common stock | shares | 2,378 | ||||||||||||||||
Share price (in Dollars per share) | $ / shares | $ 4.6 | ||||||||||||||||
Purchase of each warrant | shares | 2 | ||||||||||||||||
Exercise price per share (in Dollars per share) | $ / shares | $ 12.5 | $ 34.4 | $ 6.06 | ||||||||||||||
Warrants term | 5 years 6 months | ||||||||||||||||
Common stock outstanding owned percentage | 4.99% | 4.99% | |||||||||||||||
Issue of common stock | shares | 1,237,114 | ||||||||||||||||
Pre-Funded Warrants [Member] | |||||||||||||||||
Stockholders Equity [Line Items] | |||||||||||||||||
Common stock, par value (in Dollars per share) | $ / shares | $ 0.001 | ||||||||||||||||
Warrants to purchase of common stock | shares | 1,237,114 | 1,000,000 | |||||||||||||||
Share price (in Dollars per share) | $ / shares | $ 48.76 | $ 6.0625 | |||||||||||||||
Proceeds from warrants (in Dollars) | $ 1,600,000 | ||||||||||||||||
Commissions amount (in Dollars) | $ 291,000 | ||||||||||||||||
Exercise price per share (in Dollars per share) | $ / shares | $ 0.001 | $ 0.001 | |||||||||||||||
Common Warrants [Member] | |||||||||||||||||
Stockholders Equity [Line Items] | |||||||||||||||||
Warrants issued | shares | 32,300,000 | ||||||||||||||||
Warrants to purchase of common stock | shares | 2,474,228 | 1,000,000 | |||||||||||||||
Share price (in Dollars per share) | $ / shares | $ 4.85 | ||||||||||||||||
Exercise price per share (in Dollars per share) | $ / shares | $ 10 | $ 4.6 | |||||||||||||||
Warrants term | 3 years | ||||||||||||||||
Option [Member] | |||||||||||||||||
Stockholders Equity [Line Items] | |||||||||||||||||
Option granted | shares | 44,445 | 0 | |||||||||||||||
Exercisable options | shares | 10,654,000 | 9,320,000 | |||||||||||||||
Weighted average exercise price (in Dollars per share) | $ / shares | $ 0.02 | $ 0.02 | |||||||||||||||
Options grant date fair value (in Dollars) | $ 265,929 | ||||||||||||||||
Common Stock [Member] | |||||||||||||||||
Stockholders Equity [Line Items] | |||||||||||||||||
Sale of shares | shares | 8,463 | 8,463 | |||||||||||||||
Cash received (in Dollars) | $ 9 | $ 9 | |||||||||||||||
Shares issued | shares | 31,251 | 262 | |||||||||||||||
Common stock share issued | shares | 50,000 | ||||||||||||||||
Common stock, par value (in Dollars per share) | $ / shares | $ 0.001 | $ 0.001 | |||||||||||||||
Share price (in Dollars per share) | $ / shares | $ 0.125 | $ 0.125 | |||||||||||||||
Purchase of each warrant | shares | 50,000 | ||||||||||||||||
Issue of common stock | shares | 4,675 | ||||||||||||||||
Common Stock [Member] | Warrant [Member] | |||||||||||||||||
Stockholders Equity [Line Items] | |||||||||||||||||
Warrants to purchase of common stock | shares | 2,379 | ||||||||||||||||
Exercise price per share (in Dollars per share) | $ / shares | $ 61 | ||||||||||||||||
Common Stock [Member] | Pre-Funded Warrants [Member] | |||||||||||||||||
Stockholders Equity [Line Items] | |||||||||||||||||
Sale of shares | shares | 1,237,114 | ||||||||||||||||
Common stock, par value (in Dollars per share) | $ / shares | $ 0.001 | ||||||||||||||||
Warrants to purchase of common stock | shares | 39,634 | 74,227 | |||||||||||||||
Exercise price per share (in Dollars per share) | $ / shares | $ 0.001 | ||||||||||||||||
2017 Equity Incentive Plan [Member] | |||||||||||||||||
Stockholders Equity [Line Items] | |||||||||||||||||
Shares issued | shares | 2,500,000 | ||||||||||||||||
2021 Omnibus Equity Incentive Plan [Member] | |||||||||||||||||
Stockholders Equity [Line Items] | |||||||||||||||||
Common stock share issued | shares | 60,000 | ||||||||||||||||
Common stock, par value (in Dollars per share) | $ / shares | $ 0.001 | ||||||||||||||||
Stock option exercise percentage | 100% | ||||||||||||||||
Pearsanta 2023 Plan [Member] | |||||||||||||||||
Stockholders Equity [Line Items] | |||||||||||||||||
Shares issued | shares | 15,000,000 | ||||||||||||||||
Common stock, par value (in Dollars per share) | $ / shares | $ 0.001 | ||||||||||||||||
Stock option exercise percentage | 100% | ||||||||||||||||
Option granted | shares | 4,000,000 | 0 | |||||||||||||||
Pearsanta 2023 Plan [Member] | Option [Member] | |||||||||||||||||
Stockholders Equity [Line Items] | |||||||||||||||||
Option granted | shares | 9,320,000 | 0 | |||||||||||||||
Pearsanta 2023 Plan [Member] | Common Stock [Member] | |||||||||||||||||
Stockholders Equity [Line Items] | |||||||||||||||||
Common stock share issued | shares | 9,320,000 | ||||||||||||||||
Common stock, par value (in Dollars per share) | $ / shares | $ 0.001 | ||||||||||||||||
Nonvested Stock Options [Member] | |||||||||||||||||
Stockholders Equity [Line Items] | |||||||||||||||||
Exercisable options | shares | 45,572 | 45,572 | |||||||||||||||
Weighted average exercise price (in Dollars per share) | $ / shares | $ 173.12 | $ 173.12 | |||||||||||||||
Options grant date fair value (in Dollars) | $ 221,005 | ||||||||||||||||
Vesting expense (in Dollars) | $ 24,572 | 589,014 | $ 791,187 | ||||||||||||||
General and administrative expenses (in Dollars) | 24,572 | ||||||||||||||||
Share based payment remaining expenses (in Dollars) | $ 77,812 | ||||||||||||||||
Weighted average vesting term | 2 years 2 months 1 day | ||||||||||||||||
Restricted Stock Units [Member] | |||||||||||||||||
Stockholders Equity [Line Items] | |||||||||||||||||
Vesting expense (in Dollars) | 0 | $ 111,187 | $ 308,479 | 1,843,902 | |||||||||||||
General and administrative expenses (in Dollars) | 1,237,182 | $ 1,209,906 | |||||||||||||||
Share based payment remaining expenses (in Dollars) | $ 0 | $ 0 | |||||||||||||||
Weighted average vesting term | 0 years | 0 years | |||||||||||||||
Research and development (in Dollars) | $ 606,720 | ||||||||||||||||
Restricted stock granted | shares | 0 | 0 | 463 | ||||||||||||||
Restricted stock vested | shares | 170 | ||||||||||||||||
Issue of common stock | shares | 44 | 157 | |||||||||||||||
Restricted Stock Units [Member] | Common Stock [Member] | |||||||||||||||||
Stockholders Equity [Line Items] | |||||||||||||||||
Restricted stock vested | shares | 44 | 170 | |||||||||||||||
Pearsanta Restricted Stock Award [Member] | |||||||||||||||||
Stockholders Equity [Line Items] | |||||||||||||||||
Restricted stock vested | shares | 1,000,000 | ||||||||||||||||
Stock-based compensation expense (in Dollars) | $ 20,000 | ||||||||||||||||
General and Administrative Expense [Member] | |||||||||||||||||
Stockholders Equity [Line Items] | |||||||||||||||||
General and administrative expenses (in Dollars) | $ 81,586 | 105,049 | |||||||||||||||
Stock-based compensation expense (in Dollars) | 1,133,077 | $ 1,516,805 | |||||||||||||||
General and Administrative Expense [Member] | Nonvested Stock Options [Member] | |||||||||||||||||
Stockholders Equity [Line Items] | |||||||||||||||||
General and administrative expenses (in Dollars) | 24,429 | 385,640 | 555,772 | ||||||||||||||
General and Administrative Expense [Member] | Restricted Stock Units [Member] | |||||||||||||||||
Stockholders Equity [Line Items] | |||||||||||||||||
Vesting expense (in Dollars) | 308,479 | ||||||||||||||||
General and administrative expenses (in Dollars) | 111,187 | 242,915 | |||||||||||||||
Research and Development Expense [Member] | |||||||||||||||||
Stockholders Equity [Line Items] | |||||||||||||||||
Stock-based compensation expense (in Dollars) | 262,154 | 591,518 | |||||||||||||||
Research and Development Expense [Member] | Nonvested Stock Options [Member] | |||||||||||||||||
Stockholders Equity [Line Items] | |||||||||||||||||
Research and development (in Dollars) | 35,535 | 203,374 | 235,415 | ||||||||||||||
Share based payment remaining expenses (in Dollars) | 53,240 | ||||||||||||||||
Research and Development Expense [Member] | Restricted Stock Units [Member] | |||||||||||||||||
Stockholders Equity [Line Items] | |||||||||||||||||
Research and development (in Dollars) | 27,098 | 58,777 | |||||||||||||||
Selling and Marketing Expense [Member] | |||||||||||||||||
Stockholders Equity [Line Items] | |||||||||||||||||
Sales and marketing (in Dollars) | 504,699 | ||||||||||||||||
Stock-based compensation expense (in Dollars) | 6,787 | $ 1,023,045 | |||||||||||||||
Selling and Marketing Expense [Member] | Restricted Stock Units [Member] | |||||||||||||||||
Stockholders Equity [Line Items] | |||||||||||||||||
Sales and marketing (in Dollars) | $ 2,503 | $ 6,787 | |||||||||||||||
Series C Preferred Stock [Member] | |||||||||||||||||
Stockholders Equity [Line Items] | |||||||||||||||||
Number of preferred stock votes | 250,000,000 | ||||||||||||||||
Consideration amount (in Dollars) | $ 1,000 | ||||||||||||||||
Sale of shares | shares | 1 | ||||||||||||||||
Preferred stock, par value (in Dollars per share) | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||||||
Cash received (in Dollars) | $ 1,000 | $ 1,000 | |||||||||||||||
Private Placement [Member] | |||||||||||||||||
Stockholders Equity [Line Items] | |||||||||||||||||
Warrants issued | shares | 60,000 | ||||||||||||||||
Issue of common stock | shares | 2,474,228 | ||||||||||||||||
Warrant [Member] | |||||||||||||||||
Stockholders Equity [Line Items] | |||||||||||||||||
Common stock share issued | shares | 74,227 |
Stockholders_ Equity (Details_5
Stockholders’ Equity (Details) - Schedule of Fair Value Option Granted - $ / shares | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | |
Stockholders’ Equity (Details) - Schedule of Fair Value Option Granted [Line Items] | |||
Exercise price (in Dollars per share) | $ 5.23 | $ 5.01 | |
Expected dividend yield | 0% | 0% | |
Risk free interest rate | 3.97% | 4.49% | |
Expected life in years | 5 years | 10 years | |
Expected volatility | 219% | 164% | |
Warrant [Member] | |||
Stockholders’ Equity (Details) - Schedule of Fair Value Option Granted [Line Items] | |||
Expected dividend yield | 0% | 0% | |
Minimum [Member] | Warrant [Member] | |||
Stockholders’ Equity (Details) - Schedule of Fair Value Option Granted [Line Items] | |||
Exercise price (in Dollars per share) | $ 300 | $ 7.5 | |
Risk free interest rate | 1.13% | 2.55% | |
Expected life in years | 5 years | 5 years | |
Expected volatility | 147% | 147% | |
Maximum [Member] | Warrant [Member] | |||
Stockholders’ Equity (Details) - Schedule of Fair Value Option Granted [Line Items] | |||
Exercise price (in Dollars per share) | $ 2,300 | $ 20 | |
Risk free interest rate | 3.47% | 3.47% | |
Expected life in years | 5 years 6 months | 5 years 6 months | |
Expected volatility | 165% | 165% | |
Stock Options [Member] | |||
Stockholders’ Equity (Details) - Schedule of Fair Value Option Granted [Line Items] | |||
Exercise price (in Dollars per share) | $ 0.02 | ||
Expected dividend yield | 0% | ||
Risk free interest rate | 3.95% | ||
Expected life in years | 10 years | ||
Expected volatility | 194% |
Stockholders_ Equity (Details_6
Stockholders’ Equity (Details) - Schedule of Analysis of the Stock Option Grant Activity under the Plan - $ / shares | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | |
Stockholders’ Equity (Details) - Schedule of Analysis of the Stock Option Grant Activity under the Plan [Line Items] | |||
Number, Granted | 50,000 | 5,975,936 | |
Weighted Average Exercise Price, Granted | $ 5.23 | $ 3.92 | |
Weighted Average Remaining Life, Granted | 4 years 9 months 7 days | 2 years 8 months 19 days | |
Number, Exercised | (1,055,374) | ||
Weighted Average Exercise Price, Exercised | $ 0.24 | ||
Weighted Average Remaining Life, Exercised | |||
Number, Expired or forfeited | (400) | (393) | |
Weighted Average Exercise Price, Expired or forfeited | $ 400 | $ 8,249.36 | |
Weighted Average Remaining Life, Expired or forfeited | |||
Number, Outstanding Ending balance | 5,097,050 | 5,047,450 | 127,281 |
Weighted Average Exercise Price, Outstanding Ending balance | $ 13.63 | $ 14.11 | $ 514.97 |
Weighted Average Remaining Life, Outstanding Ending balance | 2 years 8 months 23 days | 2 years 8 months 23 days | 4 years 6 months 14 days |
Stock Options [Member] | |||
Stockholders’ Equity (Details) - Schedule of Analysis of the Stock Option Grant Activity under the Plan [Line Items] | |||
Number, Granted | 44,445 | ||
Weighted Average Exercise Price, Granted | $ 5.01 | ||
Weighted Average Remaining Life, Granted | 9 years 10 months 9 days | ||
Number, Exercised | |||
Weighted Average Exercise Price, Exercised | |||
Weighted Average Remaining Life, Exercised | |||
Number, Expired or forfeited | |||
Weighted Average Exercise Price, Expired or forfeited | |||
Weighted Average Remaining Life, Expired or forfeited | |||
Number, Outstanding Ending balance | 45,572 | 45,572 | 1,127 |
Weighted Average Exercise Price, Outstanding Ending balance | $ 173.12 | $ 173.12 | $ 6,802.93 |
Weighted Average Remaining Life, Outstanding Ending balance | 9 years 8 months 26 days | 9 years 8 months 26 days | 5 years 8 months 26 days |
Warrants [Member] | |||
Stockholders’ Equity (Details) - Schedule of Analysis of the Stock Option Grant Activity under the Plan [Line Items] | |||
Number, Granted | 13,320,000 | ||
Weighted Average Exercise Price, Granted | $ 0.02 | ||
Weighted Average Remaining Life, Granted | 9 years 11 months 19 days | ||
Number, Exercised | |||
Weighted Average Exercise Price, Exercised | |||
Weighted Average Remaining Life, Exercised | |||
Number, Expired or forfeited | |||
Weighted Average Exercise Price, Expired or forfeited | |||
Weighted Average Remaining Life, Expired or forfeited | |||
Number, Outstanding Ending balance | 13,320,000 | 13,320,000 | |
Weighted Average Exercise Price, Outstanding Ending balance | $ 0.02 | $ 0.02 | |
Weighted Average Remaining Life, Outstanding Ending balance | 9 years 11 months 19 days | 9 years 11 months 19 days |
Stockholders_ Equity (Details_7
Stockholders’ Equity (Details) - Schedule of Nonvested Stock Options, Warrants and Restricted Stock Units - $ / shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Nonvested Stock Options [Member] | ||
Stockholders’ Equity (Details) - Schedule of Nonvested Stock Options, Warrants and Restricted Stock Units [Line Items] | ||
Number, Nonvested at beginning balance | 55 | |
Weighted- Average Exercise Price, Nonvested at beginning balance | $ 3,840 | |
Number, Granted | 44,445 | |
Weighted- Average Exercise Price, Granted | $ 5.01 | |
Number, Vested | (44,500) | |
Weighted- Average Exercise Price, Vested | $ 9.75 | |
Number, Forfeited | ||
Weighted- Average Exercise Price, Forfeited | ||
Number, Nonvested at ending balance | ||
Weighted- Average Exercise Price, Nonvested at ending balance | ||
Nonvested Stock Options [Member] | ||
Stockholders’ Equity (Details) - Schedule of Nonvested Stock Options, Warrants and Restricted Stock Units [Line Items] | ||
Number, Nonvested at beginning balance | 4,000,000 | |
Weighted- Average Exercise Price, Nonvested at beginning balance | $ 0.02 | |
Number, Granted | 13,320,000 | |
Weighted- Average Exercise Price, Granted | $ 0.02 | |
Number, Vested | (1,334,000) | (9,320,000) |
Weighted- Average Exercise Price, Vested | $ 0.02 | $ 0.02 |
Number, Forfeited | ||
Weighted- Average Exercise Price, Forfeited | ||
Number, Nonvested at ending balance | 2,666,000 | 4,000,000 |
Weighted- Average Exercise Price, Nonvested at ending balance | $ 0.02 | $ 0.02 |
Nonvested Warrants [Member] | ||
Stockholders’ Equity (Details) - Schedule of Nonvested Stock Options, Warrants and Restricted Stock Units [Line Items] | ||
Number, Nonvested at beginning balance | 2,500 | |
Weighted- Average Exercise Price, Nonvested at beginning balance | $ 300 | |
Number, Granted | 50,000 | 5,975,936 |
Weighted- Average Exercise Price, Granted | $ 5.23 | $ 3.92 |
Number, Vested | (50,000) | (5,978,436) |
Weighted- Average Exercise Price, Vested | $ 5.23 | $ 4.04 |
Number, Forfeited | ||
Weighted- Average Exercise Price, Forfeited | ||
Number, Nonvested at ending balance | ||
Weighted- Average Exercise Price, Nonvested at ending balance | ||
Nonvested RSUs [Member] | ||
Stockholders’ Equity (Details) - Schedule of Nonvested Stock Options, Warrants and Restricted Stock Units [Line Items] | ||
Number, Nonvested at beginning balance | 187 | |
Weighted- Average Exercise Price, Nonvested at beginning balance | $ 185,621 | |
Number, Granted | ||
Weighted- Average Exercise Price, Granted | ||
Number, Vested | (170) | |
Weighted- Average Exercise Price, Vested | $ 2,714.15 | |
Number, Forfeited | (35) | |
Weighted- Average Exercise Price, Forfeited | $ 1,345.77 | |
Number, Rounding for Reverse Split | 18 | |
Weighted- Average Exercise Price, Rounding for Reverse Split | ||
Number, Nonvested at ending balance | ||
Weighted- Average Exercise Price, Nonvested at ending balance |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 12 Months Ended | ||
Dec. 22, 2017 | Dec. 31, 2023 | Dec. 31, 2022 | |
Income Taxes [Line Items] | |||
Valuation allowance | $ 6,200,000 | $ 3,500,000 | |
Net operating loss carryforwards | $ 75,200,000 | 56,600,000 | |
Carryback 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 | ||
Offset prior year taxable income | 80% | ||
Net operating loss carryforwards | $ 28,200,000 | 26,200,000 | |
Tax credit carryforwards | 100,000 | ||
Federal tax credit carryforwards | 0.1 | ||
Research and development tax credit carryforwards | 400,000 | $ 200,000 | |
Losses Incurred After 2017 [Member] | |||
Income Taxes [Line Items] | |||
Net operating loss carryforwards | $ 75,100,000 | ||
Corporation’s taxable income | 80% | ||
Losses Incurred Prior 2018 [Member] | |||
Income Taxes [Line Items] | |||
Net operating loss carryforwards | $ 100,000 | ||
Corporation’s taxable income | 100% |
Income Taxes (Details) - Schedu
Income Taxes (Details) - Schedule of Reconciliation of Income Tax Expense (Benefit) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Schedule of Reconciliation of Income Tax Expense (Benefit) [Abstract] | ||
Income taxes at U.S. statutory rate | 21% | 21% |
State income taxes | 0.80% | 1.60% |
Tax Credits | 0.50% | 1% |
Permanent Differences/Others | (1.90%) | (10.50%) |
Change in valuation allowance | (20.50%) | (13.10%) |
Total provision for income taxes | 0% | 0% |
Income Taxes (Details) - Sche_2
Income Taxes (Details) - Schedule of Deferred Taxes Assets and Liabilities - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Deferred tax assets | ||
Net operating loss carryforwards | $ 18,555,428 | $ 13,499,811 |
Tax credits carryforwards | 796,320 | 430,468 |
Stock-based compensation | 1,580,038 | 1,511,849 |
Lease liability | 486,473 | 722,126 |
Section 174 Capitalization | 2,207,611 | 1,547,343 |
Loss on impairment of debt | 3,326,129 | 3,288,363 |
Other | 92,704 | 114,973 |
Total deferred tax assets | 27,044,703 | 21,114,933 |
Valuation allowance | (26,414,533) | (20,217,400) |
Net deferred tax assets | 630,170 | 897,533 |
Deferred tax liabilities | ||
Right of use assets | (486,473) | (722,127) |
Fixed assets | (143,697) | (175,406) |
Total deferred tax liabilities | (630,170) | (897,533) |
Net deferred taxes |
Subsequent Events (Details) - P
Subsequent Events (Details) - Part-1 - USD ($) | 3 Months Ended | 12 Months Ended | ||||||||||||||||||||||||||||||||||||
Jul. 01, 2024 | Jun. 17, 2024 | May 03, 2024 | May 02, 2024 | Apr. 15, 2024 | Apr. 01, 2024 | Feb. 26, 2024 | Dec. 29, 2023 | Oct. 05, 2023 | Oct. 05, 2023 | Aug. 31, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Sep. 30, 2024 | Aug. 22, 2024 | Jun. 01, 2024 | May 20, 2024 | May 09, 2024 | Apr. 10, 2024 | Mar. 07, 2024 | Feb. 29, 2024 | Feb. 15, 2024 | Feb. 07, 2024 | Jan. 31, 2024 | Jan. 24, 2024 | Jan. 05, 2024 | Jan. 02, 2024 | Aug. 23, 2023 | Jul. 24, 2023 | Apr. 24, 2023 | Apr. 20, 2023 | Apr. 18, 2023 | Dec. 31, 2022 | Sep. 20, 2022 | Dec. 06, 2021 | Aug. 31, 2021 | May 24, 2021 | |
Subsequent Events [Line Items] | ||||||||||||||||||||||||||||||||||||||
Common stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||||||||||||||||||||||||||
Initial exercise price (in Dollars per share) | 0.001 | $ 2.47 | 6,000 | $ 240 | $ 2,300 | $ 5,060 | ||||||||||||||||||||||||||||||||
Exercisable price per share (in Dollars per share) | 5,400,000 | $ 6.0625 | ||||||||||||||||||||||||||||||||||||
Net proceeds private placement | $ 9,000,000 | $ 5,500,000 | $ 5,500,000 | |||||||||||||||||||||||||||||||||||
Shares issued (in Shares) | 74,227 | |||||||||||||||||||||||||||||||||||||
Aggregate principal amount | $ 5,200,000 | $ 5,000,000 | ||||||||||||||||||||||||||||||||||||
Adjusted amount | $ 1,234,461 | $ 1,234,461 | ||||||||||||||||||||||||||||||||||||
Aggregate cash payment | 500,000 | |||||||||||||||||||||||||||||||||||||
Common stock | $ 1,665 | $ 1,319 | $ 108 | |||||||||||||||||||||||||||||||||||
Loans payable | $ 3,600,000 | $ 1,400,000 | $ 1,060,000 | $ 14,500,000 | ||||||||||||||||||||||||||||||||||
Third amendment to the merger agreement, description | ●revise section 6.10 of the Merger Agreement such that, after the Initial Payment, and upon the closing of each subsequent capital raise by the Company (each a “Parent Subsequent Capital Raise”), the Company shall purchase that number of shares of Evofem’s Series F-1 Preferred Stock, par value $0.0001 per share (the “Series F-1 Preferred Stock”), equal to forty percent (40%) of the gross proceeds of such Parent Subsequent Capital Raise divided by 1,000, up to a maximum aggregate amount of $2,500,000 or 2,500 shares of Series F-1 Preferred Stock. | On February 29, 2024, the Company, Adicure and Evofem entered into the Third Amendment to the Merger Agreement (the “Third Amendment to Merger Agreement”) in order to (i) make certain conforming changes to the Merger Agreement regarding the Notes, (ii) extend the date by which the Company and Evofem will file the joint proxy statement until April 30, 2024, and (iii) remove the requirement that the Company make the Parent Loan (as defined in the Merger Agreement) by February 29, 2024 and replace it with the requirement that the Company make an equity investment into Evofem consisting of (a) a purchase of 2,000 shares of Evofem Series F-1 Preferred Stock for an aggregate purchase price of $2.0 million on or prior to April 1, 2024, and (b) a purchase of 1,500 shares of Evofem Series F-1 Preferred Stock for an aggregate purchase price of $1.5 million on or prior to April 30, 2024. As of the date of this filing the Company has not purchased the 2,000 shares of EvoFem Series F-1 Preferred Stock. | ||||||||||||||||||||||||||||||||||||
Aggregate principal amount | $ 2,500,000 | |||||||||||||||||||||||||||||||||||||
January 2024 Secured Notes [Member] | ||||||||||||||||||||||||||||||||||||||
Subsequent Events [Line Items] | ||||||||||||||||||||||||||||||||||||||
Aggregate principal amount | $ 2,700,000 | |||||||||||||||||||||||||||||||||||||
Pre-Funded Warrants [Member] | ||||||||||||||||||||||||||||||||||||||
Subsequent Events [Line Items] | ||||||||||||||||||||||||||||||||||||||
Common stock, par value (in Dollars per share) | 0.001 | |||||||||||||||||||||||||||||||||||||
Initial exercise price (in Dollars per share) | $ 0.001 | $ 0.001 | ||||||||||||||||||||||||||||||||||||
Warrant [Member] | ||||||||||||||||||||||||||||||||||||||
Subsequent Events [Line Items] | ||||||||||||||||||||||||||||||||||||||
Purchase of common stock (in Shares) | 2,474,228 | |||||||||||||||||||||||||||||||||||||
Initial exercise price (in Dollars per share) | $ 12.5 | $ 6.06 | $ 34.4 | |||||||||||||||||||||||||||||||||||
Exercisable price per share (in Dollars per share) | $ 4.85 | |||||||||||||||||||||||||||||||||||||
Outstanding Warrants [Member] | ||||||||||||||||||||||||||||||||||||||
Subsequent Events [Line Items] | ||||||||||||||||||||||||||||||||||||||
Exercisable price per share (in Dollars per share) | $ 332,876 | $ 4.6 | ||||||||||||||||||||||||||||||||||||
Common Stock [Member] | ||||||||||||||||||||||||||||||||||||||
Subsequent Events [Line Items] | ||||||||||||||||||||||||||||||||||||||
Purchase of common stock (in Shares) | 8,463 | 8,463 | ||||||||||||||||||||||||||||||||||||
Common stock, par value (in Dollars per share) | 0.001 | $ 0.001 | ||||||||||||||||||||||||||||||||||||
Exercisable price per share (in Dollars per share) | $ 0.001 | $ 0.0001 | 0.0001 | 48.76 | ||||||||||||||||||||||||||||||||||
Shares issued (in Shares) | 10 | 27,344 | ||||||||||||||||||||||||||||||||||||
Percentage of outstanding shares | 4.99% | |||||||||||||||||||||||||||||||||||||
Common Stock [Member] | Pre-Funded Warrants [Member] | ||||||||||||||||||||||||||||||||||||||
Subsequent Events [Line Items] | ||||||||||||||||||||||||||||||||||||||
Purchase of common stock (in Shares) | 1,237,114 | |||||||||||||||||||||||||||||||||||||
Common stock, par value (in Dollars per share) | $ 0.001 | |||||||||||||||||||||||||||||||||||||
Initial exercise price (in Dollars per share) | $ 0.001 | |||||||||||||||||||||||||||||||||||||
Common Stock [Member] | Warrant [Member] | ||||||||||||||||||||||||||||||||||||||
Subsequent Events [Line Items] | ||||||||||||||||||||||||||||||||||||||
Initial exercise price (in Dollars per share) | $ 61 | |||||||||||||||||||||||||||||||||||||
Common Stock [Member] | Outstanding Warrants [Member] | ||||||||||||||||||||||||||||||||||||||
Subsequent Events [Line Items] | ||||||||||||||||||||||||||||||||||||||
Exercisable price per share (in Dollars per share) | $ 0.125 | |||||||||||||||||||||||||||||||||||||
Percentage of outstanding shares | 19.99% | |||||||||||||||||||||||||||||||||||||
Preferred Stock [Member] | ||||||||||||||||||||||||||||||||||||||
Subsequent Events [Line Items] | ||||||||||||||||||||||||||||||||||||||
Preferred stock, par value (in Dollars per share) | $ 100 | |||||||||||||||||||||||||||||||||||||
Dividend rate | 40% | |||||||||||||||||||||||||||||||||||||
Preferred stock (in Shares) | 2,500 | |||||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | ||||||||||||||||||||||||||||||||||||||
Subsequent Events [Line Items] | ||||||||||||||||||||||||||||||||||||||
Exercisable price per share (in Dollars per share) | $ 3.24375 | $ 0.0467 | ||||||||||||||||||||||||||||||||||||
Adjusted amount | $ 250,000 | |||||||||||||||||||||||||||||||||||||
Aggregate cash payment | $ 5,668,222 | |||||||||||||||||||||||||||||||||||||
Common stock | $ 0.002745004 | |||||||||||||||||||||||||||||||||||||
Aggregate shares (in Shares) | 1,613,092 | 332,876 | ||||||||||||||||||||||||||||||||||||
Aggregate cash payment | $ 341,000 | |||||||||||||||||||||||||||||||||||||
Loaned amount | $ 35,256 | |||||||||||||||||||||||||||||||||||||
Loans payable | 20,000 | |||||||||||||||||||||||||||||||||||||
Balance of loan | 55,256.03 | |||||||||||||||||||||||||||||||||||||
Cash payment | $ 1,000,000 | |||||||||||||||||||||||||||||||||||||
Aggregate principal amount | $ 75,135 | |||||||||||||||||||||||||||||||||||||
Parent capital raise | $ 1,500,000 | $ 1,000,000 | ||||||||||||||||||||||||||||||||||||
Initial payment | $ 1,000,000 | |||||||||||||||||||||||||||||||||||||
Amount of parent capital | $ 1,000,000 | $ 1,500,000 | ||||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | January 2024 Secured Notes [Member] | ||||||||||||||||||||||||||||||||||||||
Subsequent Events [Line Items] | ||||||||||||||||||||||||||||||||||||||
Aggregate principal amount | $ 1,250,000 | $ 1,000,000 | ||||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | September 2024 Secured Notes [Member] | ||||||||||||||||||||||||||||||||||||||
Subsequent Events [Line Items] | ||||||||||||||||||||||||||||||||||||||
Aggregate principal amount | $ 300,000 | $ 250,000 | ||||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | Unsecured Promissory Note [Member] | ||||||||||||||||||||||||||||||||||||||
Subsequent Events [Line Items] | ||||||||||||||||||||||||||||||||||||||
Loaned amount | $ 205,000 | |||||||||||||||||||||||||||||||||||||
Accrued interest | 8.50% | 8.50% | ||||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | Common Stock [Member] | Pre-Funded Warrants [Member] | ||||||||||||||||||||||||||||||||||||||
Subsequent Events [Line Items] | ||||||||||||||||||||||||||||||||||||||
Common stock, par value (in Dollars per share) | $ 0.001 | |||||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | Equity Line of Credit [Member] | ||||||||||||||||||||||||||||||||||||||
Subsequent Events [Line Items] | ||||||||||||||||||||||||||||||||||||||
Aggregate principal amount | $ 150,000,000 | |||||||||||||||||||||||||||||||||||||
Forecast [Member] | ||||||||||||||||||||||||||||||||||||||
Subsequent Events [Line Items] | ||||||||||||||||||||||||||||||||||||||
Aggregate principal amount | $ 8,000,000 | $ 5,000,000 | ||||||||||||||||||||||||||||||||||||
Repaid amount | $ 250,000 | |||||||||||||||||||||||||||||||||||||
Loaned amount | $ 230,000 | $ 300,000 | ||||||||||||||||||||||||||||||||||||
Aggregate principal amount | $ 93,918.75 | |||||||||||||||||||||||||||||||||||||
Forecast [Member] | September 2024 Secured Notes [Member] | ||||||||||||||||||||||||||||||||||||||
Subsequent Events [Line Items] | ||||||||||||||||||||||||||||||||||||||
Aggregate principal amount | $ 5,000,000 | |||||||||||||||||||||||||||||||||||||
Forecast [Member] | Unsecured Promissory Note [Member] | ||||||||||||||||||||||||||||||||||||||
Subsequent Events [Line Items] | ||||||||||||||||||||||||||||||||||||||
Accrued interest | 8.50% | 8.50% | 8.50% |
Subsequent Events (Details) -_2
Subsequent Events (Details) - Part-2 - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 12 Months Ended | ||||||||||||||
May 02, 2024 | Apr. 01, 2024 | Jan. 04, 2024 | Aug. 31, 2023 | Mar. 31, 2024 | Dec. 31, 2023 | Jan. 17, 2024 | Jan. 03, 2024 | Dec. 29, 2023 | Jul. 24, 2023 | Apr. 20, 2023 | Dec. 31, 2022 | Sep. 20, 2022 | Dec. 06, 2021 | Aug. 31, 2021 | May 24, 2021 | |
Subsequent Events [Line Items] | ||||||||||||||||
Payments for other fees | $ 3.2 | |||||||||||||||
Third amendment to the merger agreement, description | ●revise section 6.10 of the Merger Agreement such that, after the Initial Payment, and upon the closing of each subsequent capital raise by the Company (each a “Parent Subsequent Capital Raise”), the Company shall purchase that number of shares of Evofem’s Series F-1 Preferred Stock, par value $0.0001 per share (the “Series F-1 Preferred Stock”), equal to forty percent (40%) of the gross proceeds of such Parent Subsequent Capital Raise divided by 1,000, up to a maximum aggregate amount of $2,500,000 or 2,500 shares of Series F-1 Preferred Stock. | On February 29, 2024, the Company, Adicure and Evofem entered into the Third Amendment to the Merger Agreement (the “Third Amendment to Merger Agreement”) in order to (i) make certain conforming changes to the Merger Agreement regarding the Notes, (ii) extend the date by which the Company and Evofem will file the joint proxy statement until April 30, 2024, and (iii) remove the requirement that the Company make the Parent Loan (as defined in the Merger Agreement) by February 29, 2024 and replace it with the requirement that the Company make an equity investment into Evofem consisting of (a) a purchase of 2,000 shares of Evofem Series F-1 Preferred Stock for an aggregate purchase price of $2.0 million on or prior to April 1, 2024, and (b) a purchase of 1,500 shares of Evofem Series F-1 Preferred Stock for an aggregate purchase price of $1.5 million on or prior to April 30, 2024. As of the date of this filing the Company has not purchased the 2,000 shares of EvoFem Series F-1 Preferred Stock. | ||||||||||||||
Shares issued (in Shares) | 74,227 | |||||||||||||||
Initial exercise price (in Dollars per share) | $ 2.47 | $ 6,000 | $ 0.001 | $ 240 | $ 2,300 | $ 5,060 | ||||||||||
Common stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 | 0.001 | $ 0.001 | $ 0.001 | |||||||||||
Net proceeds private placement | $ 9 | $ 5.5 | $ 5.5 | |||||||||||||
Net proceeds | $ 1 | |||||||||||||||
Number of securities sold percentage | 5% | |||||||||||||||
Exercisable price per share (in Dollars per share) | $ 6.0625 | 5,400,000 | ||||||||||||||
Pre-Funded Warrants [Member] | ||||||||||||||||
Subsequent Events [Line Items] | ||||||||||||||||
Initial exercise price (in Dollars per share) | $ 0.001 | 0.001 | ||||||||||||||
Common stock, par value (in Dollars per share) | 0.001 | |||||||||||||||
Common Stock [Member] | ||||||||||||||||
Subsequent Events [Line Items] | ||||||||||||||||
Shares issued (in Shares) | 10 | 27,344 | ||||||||||||||
Common stock, par value (in Dollars per share) | $ 0.001 | 0.001 | ||||||||||||||
Exercisable price per share (in Dollars per share) | $ 0.0001 | $ 0.0001 | 0.001 | $ 48.76 | ||||||||||||
Common Stock [Member] | Pre-Funded Warrants [Member] | ||||||||||||||||
Subsequent Events [Line Items] | ||||||||||||||||
Initial exercise price (in Dollars per share) | 0.001 | |||||||||||||||
Common stock, par value (in Dollars per share) | $ 0.001 | |||||||||||||||
Subsequent Event [Member] | ||||||||||||||||
Subsequent Events [Line Items] | ||||||||||||||||
Settlement shares issued amount | $ 1.6 | |||||||||||||||
Settlement shares issued (in Shares) | 296,296 | |||||||||||||||
Payments for other fees | 3.2 | |||||||||||||||
Aggregate shares (in Shares) | 1,613,092 | 332,876 | ||||||||||||||
Percentage of payment to investors | 2% | |||||||||||||||
Total cash fee percentage | 7% | |||||||||||||||
Exercisable price per share (in Dollars per share) | $ 3.24375 | $ 0.0467 | ||||||||||||||
Subsequent Event [Member] | Minimum [Member] | ||||||||||||||||
Subsequent Events [Line Items] | ||||||||||||||||
Stock Issued During Period, Value, Purchase of Assets | 2.2 | |||||||||||||||
Subsequent Event [Member] | Maximum [Member] | ||||||||||||||||
Subsequent Events [Line Items] | ||||||||||||||||
Stock Issued During Period, Value, Purchase of Assets | $ 3.2 | |||||||||||||||
Subsequent Event [Member] | Common Stock [Member] | Pre-Funded Warrants [Member] | ||||||||||||||||
Subsequent Events [Line Items] | ||||||||||||||||
Common stock, par value (in Dollars per share) | $ 0.001 | |||||||||||||||
Series C-1 Convertible Preferred Stock [Member] | Subsequent Event [Member] | ||||||||||||||||
Subsequent Events [Line Items] | ||||||||||||||||
Shares issued (in Shares) | 4,186 | |||||||||||||||
Series D-1 Preferred Stock ]Member] | Subsequent Event [Member] | ||||||||||||||||
Subsequent Events [Line Items] | ||||||||||||||||
Shares issued (in Shares) | 4,186 | |||||||||||||||
May Private Placement [Member] | ||||||||||||||||
Subsequent Events [Line Items] | ||||||||||||||||
Net proceeds private placement | $ 4.2 |
Subsequent Events (Details) -_3
Subsequent Events (Details) - Part-3 | 3 Months Ended | 12 Months Ended | |||||||||||||||||
May 17, 2024 USD ($) | May 10, 2024 USD ($) | Apr. 01, 2024 USD ($) $ / shares | Mar. 06, 2024 USD ($) | Jan. 24, 2024 USD ($) $ / shares shares | Mar. 31, 2024 USD ($) $ / shares $ / item shares | Dec. 31, 2023 USD ($) $ / shares shares | May 09, 2024 USD ($) | May 02, 2024 $ / shares shares | Apr. 10, 2024 USD ($) | Mar. 07, 2024 USD ($) | Feb. 29, 2024 USD ($) | Feb. 15, 2024 USD ($) | Feb. 07, 2024 USD ($) | Dec. 29, 2023 $ / shares | Aug. 23, 2023 USD ($) | Apr. 24, 2023 USD ($) | Apr. 18, 2023 USD ($) | Dec. 31, 2022 shares | |
Subsequent Events [Line Items] | |||||||||||||||||||
Loans payable | $ 3,600,000 | $ 1,400,000 | $ 1,060,000 | $ 14,500,000 | |||||||||||||||
Shares issued (in Shares) | shares | 74,227 | ||||||||||||||||||
Exercisable price per share (in Dollars per share) | $ / shares | $ 6.0625 | $ 5,400,000 | |||||||||||||||||
Dawson engagement letter description | the Company agreed to pay Dawson an initial fee of $1.85 million (the “Dawson Initial Fee”), which amount is payable on the later of (i) the closing of an offering resulting in gross proceeds to the Company of greater than $4.9 million, or (ii) five days after the execution of the Dawson Engagement Letter. At the Company’s option, the Dawson Initial Fee may be paid in securities of the Company. In addition, with respect to any business combination (i) that either is introduced to the Company by Dawson following the date of the Dawson Engagement Letter or (ii) that with respect to which the Company hereafter requests Dawson to provide M&A advisory services, the Company shall compensate Dawson in an amount equal to 5% of the Total Transaction Value (as defined in the Engagement Letter) with respect to the first $20.0 million in Total Transaction Value plus 10.0% of the Total Transaction Value that is in excess of $20.0 million (the “Transaction Fee”) | ||||||||||||||||||
Preferred designated shares (in Shares) | shares | 0 | 0 | 0 | ||||||||||||||||
Preferred stock, par value per share | $ 0.001 | ||||||||||||||||||
Redemption premium percentage | 25% | ||||||||||||||||||
Aggregate cash payment | $ 500,000 | ||||||||||||||||||
Payment of excess amount | $ 500,000 | ||||||||||||||||||
Floor Price (in Dollars per Item) | $ / item | 0.519 | ||||||||||||||||||
Weighted average price | 80% | ||||||||||||||||||
Conversion amount | 125% | ||||||||||||||||||
Beneficially own in excess percentage | 4.99% | ||||||||||||||||||
Consideration per value (in Dollars per share) | $ / shares | $ 0.01 | ||||||||||||||||||
Administrative charges | $ 1,843,902 | ||||||||||||||||||
Lease amount | $ 159,375 | ||||||||||||||||||
Series C-1 Certificate of Designations [Member] | |||||||||||||||||||
Subsequent Events [Line Items] | |||||||||||||||||||
Initial conversion price (in Dollars per share) | $ / shares | 2.595 | ||||||||||||||||||
Subsequent Event [Member] | |||||||||||||||||||
Subsequent Events [Line Items] | |||||||||||||||||||
Principal amount | 3,600,000 | ||||||||||||||||||
Origination fees | $ 252,000 | ||||||||||||||||||
Loans payable | $ 20,000 | ||||||||||||||||||
Number of weekly installments | 210 days | ||||||||||||||||||
Repayable of loan | $ 178,800 | ||||||||||||||||||
Net proceeds repayment | 814,900 | ||||||||||||||||||
Promissory note principal amount | 2,533,100 | ||||||||||||||||||
Exercisable price per share (in Dollars per share) | $ / shares | $ 0.0467 | $ 3.24375 | |||||||||||||||||
Loaned amount | $ 35,256 | ||||||||||||||||||
Aggregate cash payment | $ 5,668,222 | ||||||||||||||||||
Administrative charges | $ 590,557.31 | $ 431,182.31 | |||||||||||||||||
Subsequent Event [Member] | Unsecured Promissory Note [Member] | |||||||||||||||||||
Subsequent Events [Line Items] | |||||||||||||||||||
Loaned amount | $ 205,000 | ||||||||||||||||||
Accrued interest | 8.50% | 8.50% | |||||||||||||||||
Subsequent Event [Member] | Loan [Member] | |||||||||||||||||||
Subsequent Events [Line Items] | |||||||||||||||||||
Loans payable | $ 5,364,000 | ||||||||||||||||||
Chief Executive Officer [Member] | Subsequent Event [Member] | Unsecured Promissory Note [Member] | |||||||||||||||||||
Subsequent Events [Line Items] | |||||||||||||||||||
Loaned amount | $ 117,000 | ||||||||||||||||||
Series B-1 Preferred Stock [Member] | |||||||||||||||||||
Subsequent Events [Line Items] | |||||||||||||||||||
Exercisable price per share (in Dollars per share) | $ / shares | 1,000 | ||||||||||||||||||
Preferred stock, par value (in Dollars per share) | $ / shares | $ 0.001 | ||||||||||||||||||
Aggregate cash payment | $ 500,000 | ||||||||||||||||||
Floor Price (in Dollars per Item) | $ / item | 0.942 | ||||||||||||||||||
Series B-1 Preferred Stock [Member] | Subsequent Event [Member] | |||||||||||||||||||
Subsequent Events [Line Items] | |||||||||||||||||||
Shares issued (in Shares) | shares | 6,000 | ||||||||||||||||||
Exercisable price per share (in Dollars per share) | $ / shares | $ 0.001 | ||||||||||||||||||
Loaned amount | $ 30,000 | ||||||||||||||||||
Series C-1 Preferred Stock [Member] | |||||||||||||||||||
Subsequent Events [Line Items] | |||||||||||||||||||
Preferred designated shares (in Shares) | shares | 10,853 | ||||||||||||||||||
Preferred stock, par value (in Dollars per share) | $ / shares | $ 1,000 | ||||||||||||||||||
Conversion amount | 115% | ||||||||||||||||||
Series D-1 Preferred Stock ]Member] | |||||||||||||||||||
Subsequent Events [Line Items] | |||||||||||||||||||
Number of voting rights | 418,600,000 | ||||||||||||||||||
Series D-1 Preferred Stock ]Member] | Subsequent Event [Member] | |||||||||||||||||||
Subsequent Events [Line Items] | |||||||||||||||||||
Shares issued (in Shares) | shares | 4,186 | ||||||||||||||||||
Forecast [Member] | |||||||||||||||||||
Subsequent Events [Line Items] | |||||||||||||||||||
Loaned amount | $ 230,000 | $ 300,000 | |||||||||||||||||
Aggregate amount of rent | $ 40,707 | ||||||||||||||||||
Forecast [Member] | Unsecured Promissory Note [Member] | |||||||||||||||||||
Subsequent Events [Line Items] | |||||||||||||||||||
Accrued interest | 8.50% | 8.50% | 8.50% | ||||||||||||||||
Forecast [Member] | Chief Innovation Officer [Member] | Unsecured Promissory Note [Member] | |||||||||||||||||||
Subsequent Events [Line Items] | |||||||||||||||||||
Loaned amount | $ 115,000 |
Subsequent Events (Details) -_4
Subsequent Events (Details) - Part-4 - USD ($) | 3 Months Ended | 12 Months Ended | |||||||||||
Aug. 22, 2024 | May 24, 2024 | May 20, 2024 | May 09, 2024 | Mar. 31, 2024 | Dec. 31, 2023 | May 02, 2024 | Apr. 10, 2024 | Mar. 07, 2024 | Feb. 29, 2024 | Feb. 15, 2024 | Feb. 07, 2024 | Aug. 31, 2021 | |
Subsequent Events [Line Items] | |||||||||||||
Consideration description | (i) $0.0467 in cash consideration per share for an aggregate cash payment of $5,668,222 (the “Cash Consideration”) and (ii) 0.002745004 of a share of common stock of Aditxt or an aggregate of 332,876 shares (the “Consideration Shares” and together with the Cash Consideration, the “Transaction Consideration”). In connection with the transaction, each outstanding option and warrant of Appili will be cashed-out based on the implied in-the-money value of the Transaction Consideration, which is expected to result in an additional aggregate cash payment of approximately $341,000 (based on the number of issued and outstanding options and warrants and exchange rates as of the date of the Arrangement Agreement) | ||||||||||||
Promissory note merger agreement description | Article VI of the Merger Agreement is amended to: ●reinstate the Merger Agreement, as amended by the Fourth Amendment, as if never terminated; ●reflect the Company’s payment to Evofem, in the amount of $1,000,000 (the “Initial Payment”), via wire initiated by May 2, 2024; ●delete Section 6.3, which effectively eliminates the “no shop” provision, and the several defined terms used therein; ●add a new defined term “Company Change of Recommendation;” and ●revise section 6.10 of the Merger Agreement such that, after the Initial Payment, and upon the closing of each subsequent capital raise by the Company (each a “Parent Subsequent Capital Raise”), the Company shall purchase that number of shares of Evofem’s Series F-1 Preferred Stock, par value $0.0001 per share (the “Series F-1 Preferred Stock”), equal to forty percent (40%) of the gross proceeds of such Parent Subsequent Capital Raise divided by 1,000, up to a maximum aggregate amount of $2,500,000 or 2,500 shares of Series F-1 Preferred Stock. A maximum of$1,500,000 shall be raised prior to June 17, 2024 and $1,000,000 prior to July 1, 2024 (the “Parent Capital Raise”). | ||||||||||||
Merger agreement decription | Article VIII of the Merger Agreement is amended to: ●extend the date after which either party may terminate from May 8, 2024 to July 15, 2024; ●revise Section 8.1(d) in its entirety to allow Company to terminate at any time after there has been a Company Change of Recommendation, provided that Aditxt must receive ten day written notice and have the opportunity to negotiate a competing offer in good faith; and ●amend and restate Section 8.1(f) in its entirety, granting the Company the right to terminate the agreement if (a) the full $1,000,000 Initial Payment required by the Fourth Amendment has not been paid in full by May 3, 2024 (b) $1,500,000 of the Parent Capital Raise Amount has not been paid to the Company by June 17, 2024, (c) $1,000,000 of the Parent Capital Raise Amount has not been paid to the Company by July 1, 2024, or (d) Aditxt does not pay any portion of the Parent Equity Investment within five calendar days after each closing of a Parent Subsequent Capital Raise. | ||||||||||||
Common stock shares (in Shares) | 332,876 | 2,292 | |||||||||||
Private investment in public equity description | On May 2, 2024, Aditxt entered into a Securities Purchase Agreement (the “May 2024 PIPE Purchase Agreement”) with certain accredited investors, pursuant to which the Company agreed to issue and sell to such investors in a private placement (the “May 2024 Private Placement”) (i) an aggregate of 4,186 shares of the Company’s Series C-1 Convertible Preferred Stock (the “Series C-1 Preferred Stock”), (ii) an aggregate of 4,186 shares of the Company’s Series D-1 Preferred Stock (the “Series D-1 Preferred Stock”), and (iii) warrants (the “May 2024 PIPE Warrants”) to purchase up to an aggregate of 1,613,092 shares of the Company’s common stock.The May 2024 PIPE Warrants are exercisable commencing six months following the initial issuance date at an initial exercise price of $2.47 per share and expire five years from the date of issuance. | ||||||||||||
Aggregate principal amount | $ 2,500,000 | ||||||||||||
Redemption premium percentage | 25% | ||||||||||||
Subsequent Event [Member] | |||||||||||||
Subsequent Events [Line Items] | |||||||||||||
Loaned amount | $ 35,256 | ||||||||||||
Original principal amount | $ 93,918.75 | ||||||||||||
Aggregate principal amount | 75,135 | ||||||||||||
Original issue discount | $ 18,783.75 | ||||||||||||
Percentage of equity line proceeds | 100% | 30% | |||||||||||
Redemption price per share (in Dollars per share) | $ 1 | ||||||||||||
Subsequent Event [Member] | Unsecured Promissory Note [Member] | |||||||||||||
Subsequent Events [Line Items] | |||||||||||||
Loaned amount | $ 205,000 | ||||||||||||
Accrued interest | 8.50% | 8.50% | |||||||||||
Subsequent Event [Member] | May Senior Notes [Member] | |||||||||||||
Subsequent Events [Line Items] | |||||||||||||
Interest rate | 14% | 8.5% | |||||||||||
First may senior note event interest rate | 18% | ||||||||||||
Redemption premium percentage | 125% | 5% | |||||||||||
First May Senior Note [Member] | Subsequent Event [Member] | |||||||||||||
Subsequent Events [Line Items] | |||||||||||||
Percentage of equity line proceeds | 80% | ||||||||||||
Redemption price per share (in Dollars per share) | $ 1.2 | ||||||||||||
First May Senior Note [Member] | Subsequent Event [Member] | May Senior Notes [Member] | |||||||||||||
Subsequent Events [Line Items] | |||||||||||||
Redemption premium percentage | 20% | ||||||||||||
Second May Senior Notes [Member] | |||||||||||||
Subsequent Events [Line Items] | |||||||||||||
Aggregate shares of common stock (in Shares) | 328,468 | ||||||||||||
Second May Senior Notes [Member] | Subsequent Event [Member] | |||||||||||||
Subsequent Events [Line Items] | |||||||||||||
Aggregate principal amount | $ 986,379.68 | ||||||||||||
Forecast [Member] | |||||||||||||
Subsequent Events [Line Items] | |||||||||||||
Loaned amount | $ 230,000 | $ 300,000 | |||||||||||
Available loan balance | 35,256 | ||||||||||||
Additional loan borrow | 20,000 | ||||||||||||
Loan balance | $ 55,256.03 | ||||||||||||
Common stock purchase price | $ 150,000,000 | ||||||||||||
Aggregate principal amount | $ 93,918.75 | ||||||||||||
Cash proceeds | $ 775,000 | ||||||||||||
Forecast [Member] | Unsecured Promissory Note [Member] | |||||||||||||
Subsequent Events [Line Items] | |||||||||||||
Accrued interest | 8.50% | 8.50% | 8.50% |
Subsequent Events (Details) -_5
Subsequent Events (Details) - Part-5 | 12 Months Ended |
Dec. 31, 2023 | |
Subsequent Events [Line Items] | |
Lease default notice description | (i) pay Base Rent (as defined in the Lease) and Additional Rent (as defined in the Lease) in the amount of $431,182.32 in the aggregate, together with administrative charges and interest, as well as (ii) replenish the Security Deposit (as defined in the Lease) in the amount of $159,375.00, all as required under that certain Lease Agreement dated as of May 4, 2021 by and between the Landlord and the Company (the “Lease”). Pursuant to the Lease Default Notice, the Landlord has demanded that a payment of $590,557.31 plus administrative charges and interest, which shall accrue at the Default Rate (as defined in the Lease) be made no later than May 17, 2024. |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies (Details) - Schedule of Useful Lives Assigned to Fixed Assets | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Computers [Member] | ||
Schedule of Useful Lives Assigned to Fixed Assets [Line Items] | ||
Useful lives assigned to fixed assets | Three years to five years | Three years to five years |
Lab Equipment [Member] | ||
Schedule of Useful Lives Assigned to Fixed Assets [Line Items] | ||
Useful lives assigned to fixed assets | Seven to ten years | Seven to ten years |
Office Furniture [Member] | ||
Schedule of Useful Lives Assigned to Fixed Assets [Line Items] | ||
Useful lives assigned to fixed assets | Five to ten years | |
Other Fixed Assets [Member] | ||
Schedule of Useful Lives Assigned to Fixed Assets [Line Items] | ||
Useful lives assigned to fixed assets | Five to ten years | Five to ten years |
Leasehold Improvements [Member] | ||
Schedule of Useful Lives Assigned to Fixed Assets [Line Items] | ||
Useful lives assigned to fixed assets | Shorter of estimated useful life or remaining lease term | Shorter of estimated useful life or remaining lease term |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies (Details) - Schedule of Changes in Equity Investments - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Schedule of Changes in Equity Investments [Abstract] | ||
Balance | $ 22,711,221 | |
Purchase of equity investments | 22,711,211 | |
Unrealized gains | ||
Balance | $ 22,711,221 | $ 22,711,221 |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies (Details) - Schedule of Dilutive Earnings Per Share as Effects Were Anti-Dilutive | Mar. 31, 2024 shares |
Schedule of Dilutive Earnings Per Share as Effects Were Anti-Dilutive [Line Items] | |
Common Stock Equivalent | 12,195,829 |
Series A Preferred Stock [Member] | |
Schedule of Dilutive Earnings Per Share as Effects Were Anti-Dilutive [Line Items] | |
Quantity Issued and Outstanding | |
Common Stock Equivalent | |
Preferred Series A-1 Stock [Member] | |
Schedule of Dilutive Earnings Per Share as Effects Were Anti-Dilutive [Line Items] | |
Quantity Issued and Outstanding | 22,280 |
Common Stock Equivalent | 5,018,019 |
Series B Preferred Stock [Member] | |
Schedule of Dilutive Earnings Per Share as Effects Were Anti-Dilutive [Line Items] | |
Quantity Issued and Outstanding | |
Common Stock Equivalent | |
Preferred Series B-1 Stock [Member] | |
Schedule of Dilutive Earnings Per Share as Effects Were Anti-Dilutive [Line Items] | |
Quantity Issued and Outstanding | 6,000 |
Common Stock Equivalent | 1,477,833 |
Preferred Series B-2 Stock [Member] | |
Schedule of Dilutive Earnings Per Share as Effects Were Anti-Dilutive [Line Items] | |
Quantity Issued and Outstanding | 2,625 |
Common Stock Equivalent | 557,325 |
Series C Preferred Stock [Member] | |
Schedule of Dilutive Earnings Per Share as Effects Were Anti-Dilutive [Line Items] | |
Quantity Issued and Outstanding | |
Common Stock Equivalent | |
Warrant [Member] | |
Schedule of Dilutive Earnings Per Share as Effects Were Anti-Dilutive [Line Items] | |
Quantity Issued and Outstanding | 5,097,080 |
Common Stock Equivalent | 5,097,080 |
Options [Member] | |
Schedule of Dilutive Earnings Per Share as Effects Were Anti-Dilutive [Line Items] | |
Quantity Issued and Outstanding | 45,572 |
Common Stock Equivalent | 45,572 |
Fixed Assets (Details) - Sche_2
Fixed Assets (Details) - Schedule of Fixed Assets - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 |
Schedule of Fixed Assets [Line Items] | |||
Cost Basis | $ 3,415,706 | $ 3,149,258 | $ 3,134,850 |
Accumulated Depreciation | (1,393,946) | (1,251,015) | (815,987) |
Net | 2,021,760 | 1,898,243 | 2,318,863 |
Computers [Member] | |||
Schedule of Fixed Assets [Line Items] | |||
Cost Basis | 378,480 | 378,480 | 376,429 |
Accumulated Depreciation | (342,303) | (320,473) | (197,907) |
Net | 36,177 | 58,007 | 178,522 |
Lab Equipment [Member] | |||
Schedule of Fixed Assets [Line Items] | |||
Cost Basis | 2,711,525 | 2,585,077 | 2,572,720 |
Accumulated Depreciation | (949,414) | (859,612) | (579,015) |
Net | 1,762,111 | 1,725,465 | 1,993,705 |
Office Furniture [Member] | |||
Schedule of Fixed Assets [Line Items] | |||
Cost Basis | 56,656 | 56,656 | 56,656 |
Accumulated Depreciation | (15,282) | (13,866) | (8,200) |
Net | 41,374 | 42,790 | 48,456 |
Other Fixed Assets [Member] | |||
Schedule of Fixed Assets [Line Items] | |||
Cost Basis | 148,605 | 8,605 | 8,605 |
Accumulated Depreciation | (25,632) | (2,084) | (1,224) |
Net | 122,973 | 6,521 | 7,381 |
Leasehold Improvements [Member] | |||
Schedule of Fixed Assets [Line Items] | |||
Cost Basis | 120,440 | 120,440 | 120,440 |
Accumulated Depreciation | (61,315) | (54,980) | (29,641) |
Net | $ 59,125 | $ 65,460 | $ 90,799 |
Fixed Assets (Details) - Sche_3
Fixed Assets (Details) - Schedule of Fixed Asset Activity | 3 Months Ended |
Mar. 31, 2024 USD ($) | |
Schedule of Financed Asset Liability have a Carrying Value [Abstract] | |
Balance | $ 3,149,258 |
Brain Scientific Asset Purchase | 266,448 |
Additions | |
Balance | $ 3,415,706 |
Intangible Assets (Details) -_2
Intangible Assets (Details) - Schedule of Intangible Assets - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 |
Schedule of Intangible Assets [Line Items] | |||
Cost Basis | $ 331,000 | $ 331,000 | $ 321,000 |
Accumulated Amortization | (322,389) | (321,556) | (214,000) |
Net | 8,611 | 9,444 | $ 107,000 |
Proprietary Technology [Member] | |||
Schedule of Intangible Assets [Line Items] | |||
Cost Basis | 321,000 | 321,000 | |
Accumulated Amortization | (321,000) | (321,000) | |
Net | |||
Intellectual Property [Member] | |||
Schedule of Intangible Assets [Line Items] | |||
Cost Basis | 10,000 | 10,000 | |
Accumulated Amortization | (1,389) | (556) | |
Net | $ 8,611 | $ 9,444 |
Intangible Assets (Details) -_3
Intangible Assets (Details) - Schedule of Amortized Over its Estimated Useful Life | 3 Months Ended |
Mar. 31, 2024 USD ($) | |
Schedule of Amortized Over its Estimated Useful Life [Line Items] | |
As of December 31, 2023 | $ 321,000 |
Additions | |
As of March 31, 2024 | $ 321,000 |
Leases (Details) - Schedule o_3
Leases (Details) - Schedule of Lease Costs - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Schedule of Lease Costs [Abstract] | ||||
Operating lease expense | $ 305,049 | $ 297,091 | $ 1,140,949 | $ 1,396,875 |
Total lease costs | 305,049 | $ 297,091 | 1,140,949 | 1,396,875 |
Assets | ||||
Right of use asset – long term | 1,940,076 | 2,200,299 | ||
Total right of use asset | 1,940,076 | 2,200,299 | 3,160,457 | |
Liabilities | ||||
Operating lease liabilities – short term | 900,979 | 999,943 | 1,086,658 | |
Operating lease liabilities – long term | 891,747 | 1,041,744 | 1,885,218 | |
Total lease liability | $ 1,792,726 | $ 2,041,687 | $ 2,971,876 | |
Weighted average remaining lease term (in years) – operating leases | 1 year 9 months 14 days | 1 year 11 months 1 day | ||
Weighted average discount rate – operating leases | 8% | 8% |
Leases (Details) - Schedule o_4
Leases (Details) - Schedule of Maturities of Leases - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 |
Schedule of Maturities of Leases [Abstract] | |||
2024 (remaining) | $ 718,751 | ||
2025 | 710,546 | $ 1,004,982 | |
2026 | 423,930 | 710,546 | |
Total lease payments | 1,853,227 | ||
Less imputed interest | (60,501) | (97,771) | |
Less current portion | (900,979) | (999,943) | $ (1,086,658) |
Total maturities, due beyond one year | $ 891,747 | $ 1,041,744 | $ 1,885,218 |
Stockholders_ Equity (Details_8
Stockholders’ Equity (Details) - Schedule of Preferred Stock Outstanding | 3 Months Ended |
Mar. 31, 2024 shares | |
Schedule of Preferred Stock Outstanding [Line Items] | |
Total Aditxt Preferred Shares Outstanding | 30,905 |
Series A Preferred Stock [Member] | |
Schedule of Preferred Stock Outstanding [Line Items] | |
Total Aditxt Preferred Shares Outstanding | |
Series A-1 Convertible Preferred Stock [Member] | |
Schedule of Preferred Stock Outstanding [Line Items] | |
Total Aditxt Preferred Shares Outstanding | 22,280 |
Series B Preferred Stock [Member] | |
Schedule of Preferred Stock Outstanding [Line Items] | |
Total Aditxt Preferred Shares Outstanding | |
Series B-1 Convertible Preferred Stock [Member] | |
Schedule of Preferred Stock Outstanding [Line Items] | |
Total Aditxt Preferred Shares Outstanding | 6,000 |
Series B-2 Convertible Preferred Stock [Member] | |
Schedule of Preferred Stock Outstanding [Line Items] | |
Total Aditxt Preferred Shares Outstanding | 2,625 |
Series C Preferred Stock [Member] | |
Schedule of Preferred Stock Outstanding [Line Items] | |
Total Aditxt Preferred Shares Outstanding |
Stockholders_ Equity (Details_9
Stockholders’ Equity (Details) - Schedule of Analysis of the Stock Option Grant Activity under the Plan - $ / shares | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | |
Schedule of Analysis of the Stock Option Grant Activity under the Plan [Line Items] | |||
Number, Outstanding Opening balance | 5,047,450 | 127,281 | |
Weighted Average Exercise Price, Outstanding Opening balance | $ 14.11 | $ 514.97 | |
Weighted Average Remaining Life, Outstanding Opening balance | 2 years 8 months 23 days | 2 years 8 months 23 days | 4 years 6 months 14 days |
Number, Granted | 50,000 | 5,975,936 | |
Weighted Average Exercise Price, Granted | $ 5.23 | $ 3.92 | |
Weighted Average Remaining Life, Granted | 4 years 9 months 7 days | 2 years 8 months 19 days | |
Number, Exercised | (1,055,374) | ||
Weighted Average Exercise Price, Exercised | $ 0.24 | ||
Weighted Average Remaining Life, Exercised | |||
Number, Expired or forfeited | (400) | (393) | |
Weighted Average Exercise Price, Expired or forfeited | $ 400 | $ 8,249.36 | |
Weighted Average Remaining Life, Expired or forfeited | |||
Number, Outstanding Ending balance | 5,097,050 | 5,047,450 | 127,281 |
Weighted Average Exercise Price, Outstanding Ending balance | $ 13.63 | $ 14.11 | $ 514.97 |
Weighted Average Remaining Life, Outstanding Ending balance | 2 years 6 months 21 days | ||
Stock Options [Member] | |||
Schedule of Analysis of the Stock Option Grant Activity under the Plan [Line Items] | |||
Number, Outstanding Opening balance | 45,572 | 1,127 | |
Weighted Average Exercise Price, Outstanding Opening balance | $ 173.12 | $ 6,802.93 | |
Weighted Average Remaining Life, Outstanding Opening balance | 9 years 8 months 26 days | 9 years 8 months 26 days | 5 years 8 months 26 days |
Number, Granted | 44,445 | ||
Weighted Average Exercise Price, Granted | $ 5.01 | ||
Weighted Average Remaining Life, Granted | 9 years 10 months 9 days | ||
Number, Exercised | |||
Weighted Average Exercise Price, Exercised | |||
Weighted Average Remaining Life, Exercised | |||
Number, Expired or forfeited | |||
Weighted Average Exercise Price, Expired or forfeited | |||
Weighted Average Remaining Life, Expired or forfeited | |||
Number, Outstanding Ending balance | 45,572 | 45,572 | 1,127 |
Weighted Average Exercise Price, Outstanding Ending balance | $ 173.12 | $ 173.12 | $ 6,802.93 |
Weighted Average Remaining Life, Outstanding Ending balance | 9 years 5 months 26 days | ||
Warrants [Member] | |||
Schedule of Analysis of the Stock Option Grant Activity under the Plan [Line Items] | |||
Number, Outstanding Opening balance | 13,320,000 | ||
Weighted Average Exercise Price, Outstanding Opening balance | $ 0.02 | ||
Weighted Average Remaining Life, Outstanding Opening balance | 9 years 11 months 19 days | 9 years 11 months 19 days | |
Number, Granted | 13,320,000 | ||
Weighted Average Exercise Price, Granted | $ 0.02 | ||
Weighted Average Remaining Life, Granted | 9 years 11 months 19 days | ||
Number, Exercised | |||
Weighted Average Exercise Price, Exercised | |||
Weighted Average Remaining Life, Exercised | |||
Number, Expired or forfeited | |||
Weighted Average Exercise Price, Expired or forfeited | |||
Weighted Average Remaining Life, Expired or forfeited | |||
Number, Outstanding Ending balance | 13,320,000 | 13,320,000 | |
Weighted Average Exercise Price, Outstanding Ending balance | $ 0.02 | $ 0.02 | |
Weighted Average Remaining Life, Outstanding Ending balance | 9 years 8 months 19 days |
Stockholders_ Equity (Detail_10
Stockholders’ Equity (Details) - Schedule of Nonvested Stock Options, Warrants and Restricted Stock Units - $ / shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Nonvested Stock Options [Member] | ||
Schedule of Nonvested Stock Options, Warrants and Restricted Stock Units [Line Items] | ||
Number, Nonvested at beginning balance | 55 | |
Weighted- Average Exercise Price, Nonvested at beginning balance | $ 3,840 | |
Number, Granted | 44,445 | |
Weighted- Average Exercise Price, Granted | $ 5.01 | |
Number, Vested | (44,500) | |
Weighted- Average Exercise Price, Vested | $ 9.75 | |
Number, Forfeited | ||
Weighted- Average Exercise Price, Forfeited | ||
Number, Nonvested at ending balance | ||
Weighted- Average Exercise Price, Nonvested at ending balance | ||
Nonvested Stock Options [Member] | ||
Schedule of Nonvested Stock Options, Warrants and Restricted Stock Units [Line Items] | ||
Number, Nonvested at beginning balance | 4,000,000 | |
Weighted- Average Exercise Price, Nonvested at beginning balance | $ 0.02 | |
Number, Granted | 13,320,000 | |
Weighted- Average Exercise Price, Granted | $ 0.02 | |
Number, Vested | (1,334,000) | (9,320,000) |
Weighted- Average Exercise Price, Vested | $ 0.02 | $ 0.02 |
Number, Forfeited | ||
Weighted- Average Exercise Price, Forfeited | ||
Number, Nonvested at ending balance | 2,666,000 | 4,000,000 |
Weighted- Average Exercise Price, Nonvested at ending balance | $ 0.02 | $ 0.02 |
Nonvested Warrants [Member] | ||
Schedule of Nonvested Stock Options, Warrants and Restricted Stock Units [Line Items] | ||
Number, Nonvested at beginning balance | 2,500 | |
Weighted- Average Exercise Price, Nonvested at beginning balance | $ 300 | |
Number, Granted | 50,000 | 5,975,936 |
Weighted- Average Exercise Price, Granted | $ 5.23 | $ 3.92 |
Number, Vested | (50,000) | (5,978,436) |
Weighted- Average Exercise Price, Vested | $ 5.23 | $ 4.04 |
Number, Forfeited | ||
Weighted- Average Exercise Price, Forfeited | ||
Number, Nonvested at ending balance | ||
Weighted- Average Exercise Price, Nonvested at ending balance | ||
Nonvested RSUs [Member] | ||
Schedule of Nonvested Stock Options, Warrants and Restricted Stock Units [Line Items] | ||
Number, Nonvested at beginning balance | 187 | |
Weighted- Average Exercise Price, Nonvested at beginning balance | $ 185,621 | |
Number, Granted | ||
Weighted- Average Exercise Price, Granted | ||
Number, Vested | (170) | |
Weighted- Average Exercise Price, Vested | $ 2,714.15 | |
Number, Forfeited | 35 | |
Weighted- Average Exercise Price, Forfeited | $ 1,345.77 | |
Number, Nonvested at ending balance | ||
Weighted- Average Exercise Price, Nonvested at ending balance |
Stockholders_ Equity (Detail_11
Stockholders’ Equity (Details) - Schedule of Fair Value Option Granted - $ / shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Schedule of Fair Value Option Granted [Abstract] | ||
Exercise price (in Dollars per share) | $ 5.23 | $ 5.01 |
Expected dividend yield | 0% | 0% |
Risk free interest rate | 3.97% | 4.49% |
Expected life in years | 5 years | 10 years |
Expected volatility | 219% | 164% |