Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2024 | Aug. 16, 2024 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Interactive Data Current | Yes | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2024 | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q2 | |
Entity Information [Line Items] | ||
Entity Registrant Name | Aditxt, Inc. | |
Entity Central Index Key | 0001726711 | |
Entity File Number | 001-39336 | |
Entity Tax Identification Number | 82-3204328 | |
Entity Incorporation, State or Country Code | DE | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Shell Company | false | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Contact Personnel [Line Items] | ||
Entity Address, Address Line One | 2569 Wyandotte Street | |
Entity Address, Address Line Two | Suite 101 | |
Entity Address, City or Town | Mountain View | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 94043 | |
Entity Phone Fax Numbers [Line Items] | ||
City Area Code | (650) | |
Local Phone Number | 870-1200 | |
Entity Listings [Line Items] | ||
Title of 12(b) Security | Common Stock, par value $0.001 per share | |
Trading Symbol | ADTX | |
Security Exchange Name | NASDAQ | |
Entity Common Stock, Shares Outstanding | 3,602,861 |
Consolidated Balance Sheets (Un
Consolidated Balance Sheets (Unaudited) - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 |
CURRENT ASSETS: | ||
Cash | $ 91,223 | $ 97,102 |
Accounts receivable, net | 406,594 | 408,326 |
Inventory | 565,501 | 745,502 |
Prepaid expenses | 443,288 | 217,390 |
Subscription receivable | 5,444,628 | |
TOTAL CURRENT ASSETS | 1,506,606 | 6,912,948 |
Fixed assets, net | 1,864,562 | 1,898,243 |
Intangible assets, net | 7,778 | 9,444 |
Deposits | 106,982 | 106,410 |
Right of use asset - long term | 1,610,846 | 2,200,299 |
Investment in Evofem | 23,277,211 | 22,277,211 |
Deposit on acquisition | 11,173,772 | |
TOTAL ASSETS | 28,373,985 | 44,578,327 |
CURRENT LIABILITIES: | ||
Accounts payable and accrued expenses | 13,139,022 | 8,554,959 |
Notes payable, net of discount | 5,946,031 | 15,653,477 |
Financing on fixed assets | 147,823 | 147,823 |
Deferred rent | 130,933 | 158,612 |
Lease liability - current | 734,792 | 999,943 |
TOTAL CURRENT LIABILITIES | 20,565,601 | 25,889,814 |
Settlement liability | 720,000 | 1,600,000 |
Lease liability - long term | 745,121 | 1,041,744 |
TOTAL LIABILITIES | 22,030,722 | 28,531,558 |
COMMITMENTS AND CONTINGENCIES | ||
STOCKHOLDERS’ EQUITY | ||
Preferred stock, value | ||
Common stock, $0.001 par value, 100,000,000 shares authorized, 1,993,741 and 1,318,968 shares issued and 1,993,690 and 1,318,918 shares outstanding, respectively | 1,993 | 1,319 |
Treasury stock, 51 and 51 shares, respectively | (201,605) | (201,605) |
Additional paid-in capital | 156,790,226 | 143,997,710 |
Accumulated deficit | (150,024,555) | (127,741,072) |
TOTAL ADITXT, INC. STOCKHOLDERS’ EQUITY | 6,566,098 | 16,056,377 |
NON-CONTROLLING INTEREST | (222,835) | (9,608) |
TOTAL STOCKHOLDERS’ EQUITY | 6,343,263 | 16,046,769 |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | 28,373,985 | 44,578,327 |
Related Party | ||
CURRENT LIABILITIES: | ||
Notes payable - related party | 467,000 | 375,000 |
Series A-1 Convertible Preferred Stock | ||
STOCKHOLDERS’ EQUITY | ||
Preferred stock, value | 22 | 22 |
Series B Preferred Stock | ||
STOCKHOLDERS’ EQUITY | ||
Preferred stock, value | ||
Series B-1 Convertible Preferred Stock | ||
STOCKHOLDERS’ EQUITY | ||
Preferred stock, value | 6 | |
Series B-2 Convertible Preferred Stock | ||
STOCKHOLDERS’ EQUITY | ||
Preferred stock, value | 3 | 3 |
Series C Preferred Stock | ||
STOCKHOLDERS’ EQUITY | ||
Preferred stock, value | ||
Series C-1 Preferred Stock | ||
STOCKHOLDERS’ EQUITY | ||
Preferred stock, value | 4 | |
Series D-1 Preferred Stock | ||
STOCKHOLDERS’ EQUITY | ||
Preferred stock, value | $ 4 |
Consolidated Balance Sheets (_2
Consolidated Balance Sheets (Unaudited) (Parentheticals) - $ / shares | Jun. 30, 2024 | Dec. 31, 2023 |
Preferred stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 3,000,000 | 3,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 1,993,741 | 1,318,968 |
Common stock, shares outstanding | 1,993,690 | 1,318,918 |
Treasury stock | 51 | 51 |
Series A-1 Convertible Preferred Stock | ||
Preferred stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 22,280 | 22,280 |
Preferred stock, shares issued | 22,280 | 22,280 |
Preferred stock, shares outstanding | 22,280 | 22,280 |
Series B Preferred Stock | ||
Preferred stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 1 | 1 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Series 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 |
Series B-2 Convertible Preferred Stock | ||
Preferred stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 2,625 | 2,625 |
Preferred stock, shares issued | 2,625 | 2,625 |
Preferred stock, shares outstanding | 2,625 | 2,625 |
Series C Preferred Stock | ||
Preferred stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 1 | 1 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Series C-1 Preferred Stock | ||
Preferred stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 10,853 | 10,853 |
Preferred stock, shares issued | 4,186 | 0 |
Preferred stock, shares outstanding | 4,186 | 0 |
Series D-1 Preferred Stock | ||
Preferred stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 4,186 | 4,186 |
Preferred stock, shares issued | 4,186 | 0 |
Preferred stock, shares outstanding | 4,186 | 0 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
REVENUE | ||||
Sales | $ 44,276 | $ 220,978 | $ 123,956 | $ 439,393 |
Cost of goods sold | 23,134 | 185,738 | 88,933 | 364,047 |
Gross profit (loss) | 21,142 | 35,240 | 35,023 | 75,346 |
OPERATING EXPENSES | ||||
General and administrative expenses $4,097, $107,156, $28,670, and $381,471 in stock-based compensation, respectively | 4,419,545 | 3,671,083 | 7,783,293 | 8,039,926 |
Research and development, includes $0, $53,540, $6,712,663, and $116,173 in stock-based compensation, respectively | 1,553,360 | 484,835 | 9,698,626 | 1,872,376 |
Sales and marketing $0, $2,532, $0 and $5,035 in stock-based compensation, respectively | 24,218 | 113,759 | 64,731 | 179,376 |
Total operating expenses | 5,997,123 | 4,269,677 | 17,546,650 | 10,091,678 |
NET LOSS FROM OPERATIONS | (5,975,981) | (4,234,437) | (17,511,627) | (10,016,332) |
OTHER EXPENSE | ||||
Interest expense | (1,091,568) | (1,285,031) | (3,580,613) | (1,483,523) |
Interest income | 378 | 343 | 755 | 9,417 |
Amortization of debt discount | (556,708) | (162,893) | (1,192,418) | (176,286) |
Loss on note exchange agreement | (208,670) | |||
Total other expense | (1,647,898) | (1,447,581) | (4,980,946) | (1,650,392) |
Net loss before income taxes | (7,623,879) | (5,682,018) | (22,492,573) | (11,666,724) |
Income tax provision | ||||
NET LOSS | (7,623,879) | (5,682,018) | (22,492,573) | (11,666,724) |
NET LOSS ATTRIBUTABLE TO NON-CONTROLLING INTEREST | (74,260) | (213,227) | ||
NET LOSS ATTRIBUTABLE TO ADITXT, INC. & SUBSIDIARIES | $ (7,549,619) | $ (5,682,018) | $ (22,279,346) | $ (11,666,724) |
Net loss per share - Basic (in Dollars per share) | $ (4.19) | $ (36.79) | $ (13.05) | $ (8,682) |
Weighted average number of shares outstanding during the period - basic and diluted (in Shares) | 1,802,379 | 154,446 | 1,707,155 | 134,371 |
Consolidated Statements of Op_2
Consolidated Statements of Operations (Unaudited) (Parentheticals) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Net loss per share -Diluted (in Dollars per share) | $ (4.19) | $ (36.79) | $ (13.05) | $ (8,682) |
Weighted average number of shares outstanding during the period - Diluted (in Shares) | 1,802,379 | 154,446 | 1,707,155 | 134,371 |
General and Administrative Expenses | ||||
Stock-based compensation | $ 4,097 | $ 107,156 | $ 28,670 | $ 381,471 |
Research and Development | ||||
Stock-based compensation | 0 | 53,540 | 6,712,663 | 116,173 |
Sales and Marketing | ||||
Stock-based compensation | $ 0 | $ 2,532 | $ 0 | $ 5,035 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders’ Equity (Unaudited) - USD ($) | Preferred A-1 Shares | Preferred A-1 Shares Par | Preferred B-1 Shares | Preferred B-1 Shares Par | Preferred B-2 Shares | Preferred B-2 Shares Par | Preferred C-1 Shares | Preferred C-1 Shares Par | Preferred D-1 Shares | Preferred D-1 Shares Par | Common Shares Outstanding | Common Shares Par | Treasury Stock | Additional Paid-in Capital | Accumulated Deficit | Non- Controlling Interest | Preferred Shares Outstanding | Preferred Shares Par | Preferred B Shares Outstanding | Preferred B Shares Par | Preferred B-2 Shares Outstanding | Total |
Balance at Dec. 31, 2022 | $ 108 | $ (201,605) | $ 100,448,166 | $ (95,040,362) | $ 5,206,307 | |||||||||||||||||
Balance (in Shares) at Dec. 31, 2022 | 107,647 | |||||||||||||||||||||
Stock option and warrant compensation | 59,964 | 59,964 | ||||||||||||||||||||
Restricted stock unit compensation | 111,187 | 111,187 | ||||||||||||||||||||
Issuance of shares for vested restricted stock units | 1 | (1) | ||||||||||||||||||||
Issuance of shares for vested restricted stock units (in Shares) | 44 | |||||||||||||||||||||
Sale of common stock | 9 | 507,007 | 507,016 | |||||||||||||||||||
Sale of common stock (in Shares) | 8,463 | |||||||||||||||||||||
Issuance of shares for services | 5 | 168,295 | ||||||||||||||||||||
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 | |||||||||||||||||||||
Issuance of shares for vested restricted stock units (in Shares) | 85 | |||||||||||||||||||||
Issuance of shares for services | $ 168,300 | |||||||||||||||||||||
Net loss | (11,666,724) | |||||||||||||||||||||
Balance at Jun. 30, 2023 | 173 | (201,605) | 103,039,263 | (106,707,086) | (3,869,255) | |||||||||||||||||
Balance (in Shares) at Jun. 30, 2023 | 169,055 | |||||||||||||||||||||
Balance at Mar. 31, 2023 | 123 | (201,605) | 101,294,618 | (101,025,068) | 68,068 | |||||||||||||||||
Balance (in Shares) at Mar. 31, 2023 | 120,829 | |||||||||||||||||||||
Stock option and warrant compensation | 59,964 | 59,964 | ||||||||||||||||||||
Restricted stock unit compensation | 103,264 | 103,264 | ||||||||||||||||||||
Issuance of shares for vested restricted stock units | 1 | (1) | ||||||||||||||||||||
Issuance of shares for vested restricted stock units (in Shares) | 42 | |||||||||||||||||||||
Warrants issued for cash, net of issuance costs | 1,581,467 | 1,581,467 | ||||||||||||||||||||
Exercise of warrants | 49 | 49 | ||||||||||||||||||||
Exercise of warrants (in Shares) | 48,184 | |||||||||||||||||||||
Net loss | (5,682,018) | (5,682,018) | ||||||||||||||||||||
Balance at Jun. 30, 2023 | 173 | (201,605) | 103,039,263 | (106,707,086) | (3,869,255) | |||||||||||||||||
Balance (in Shares) at Jun. 30, 2023 | 169,055 | |||||||||||||||||||||
Balance at Dec. 31, 2023 | $ 22 | 1,319 | (201,605) | 143,997,710 | (127,741,072) | (9,608) | 16,046,769 | |||||||||||||||
Balance (in Shares) at Dec. 31, 2023 | 22,280 | 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 | 6 | 5,970,437 | 5,970,443 | ||||||||||||||||||
Brain asset purchase (in Shares) | 6,000 | 6,000 | ||||||||||||||||||||
Issuance of shares for settlement | 296 | 1,599,704 | 1,600,000 | |||||||||||||||||||
Issuance of shares for settlement (in Shares) | 296,296 | |||||||||||||||||||||
Net loss | (14,729,727) | (138,967) | (14,868,694) | |||||||||||||||||||
Balance at Mar. 31, 2024 | 22 | 6 | 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 | 6,000 | 6,000 | 1,665,214 | ||||||||||||||||||
Balance at Dec. 31, 2023 | 22 | 1,319 | (201,605) | 143,997,710 | (127,741,072) | (9,608) | $ 16,046,769 | |||||||||||||||
Balance (in Shares) at Dec. 31, 2023 | 22,280 | 1,318,918 | ||||||||||||||||||||
Exercise of warrants (in Shares) | ||||||||||||||||||||||
Brain asset purchase (in Shares) | 10 | |||||||||||||||||||||
Net loss | $ (22,492,573) | |||||||||||||||||||||
Balance at Jun. 30, 2024 | 22 | 6 | 6 | 4 | 4 | 1,993 | (201,605) | 156,790,226 | (150,024,555) | (222,835) | 6,343,263 | |||||||||||
Balance (in Shares) at Jun. 30, 2024 | 22,280 | 6,000 | 6,000 | 2,625 | 2,625 | 1,993,690 | ||||||||||||||||
Balance at Mar. 31, 2024 | 22 | 6 | 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 | 6,000 | 6,000 | 1,665,214 | ||||||||||||||||||
Stock option compensation | 4,095 | 4,095 | ||||||||||||||||||||
Restricted stock unit compensation | 2 | 2 | ||||||||||||||||||||
Restricted stock unit compensation (in Shares) | 8 | |||||||||||||||||||||
Issuance of shares for offering, net of issuance costs | 4 | 4 | 3,518,559 | 3,518,567 | ||||||||||||||||||
Issuance of shares for offering, net of issuance costs (in Shares) | 4,186 | 4,186 | ||||||||||||||||||||
Issuance of shares for debt issuance costs | 328 | 662,390 | 662,718 | |||||||||||||||||||
Issuance of shares for debt issuance costs (in Shares) | 328,468 | |||||||||||||||||||||
Modification of warrants | 4,137 | (4,137) | ||||||||||||||||||||
Net loss | (7,549,619) | (74,260) | (7,623,879) | |||||||||||||||||||
Balance at Jun. 30, 2024 | $ 22 | $ 6 | $ 6 | $ 4 | $ 4 | $ 1,993 | $ (201,605) | $ 156,790,226 | $ (150,024,555) | $ (222,835) | $ 6,343,263 | |||||||||||
Balance (in Shares) at Jun. 30, 2024 | 22,280 | 6,000 | 6,000 | 2,625 | 2,625 | 1,993,690 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (22,492,573) | $ (11,666,724) |
Adjustments to reconcile net loss to net cash used in operating activities | ||
Stock-based compensation | 28,670 | 502,679 |
Stock-based compensation from asset purchase | 6,712,663 | |
Depreciation expense | 300,129 | 219,800 |
Amortization of intangible assets | 1,666 | 53,500 |
Amortization of debt discount | 1,192,418 | 176,286 |
Loss on note exchange agreement | 208,670 | |
Changes in operating assets and liabilities: | ||
Accounts receivable | 1,732 | 148,795 |
Prepaid expenses | (225,898) | (157,085) |
Deposits | (572) | 68,101 |
Inventory | 180,001 | (68,400) |
Accounts payable and accrued expenses | 5,122,287 | 3,489,429 |
Settlement Liability | 720,000 | |
Net cash used in operating activities | (8,250,807) | (7,233,619) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchase of fixed assets | (5,051) | |
Investment in Evofem | (1,000,000) | |
Net cash used in investing activities | (1,000,000) | (5,051) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from notes - related party | 467,000 | 687,523 |
Proceeds from notes and convertible notes payable, net of offering costs | 2,393,811 | 3,433,410 |
Repayments of note payable - related party | (375,000) | (387,523) |
Repayments of note payable | (2,156,052) | (993,750) |
New principal from extension of notes, net of debt discount | 451,974 | |
Warrants issued for cash, net of issuance cost | 1,581,467 | |
Preferred stock, Common stock, and warrants issued for cash, net of issuance costs | 3,018,567 | 507,016 |
Cash from subscription receivable | 5,444,628 | |
Payments on financing on fixed asset | (262,160) | |
Net cash provided by financing activities | 9,244,928 | 4,565,983 |
NET DECREASE IN CASH | (5,879) | (2,672,687) |
CASH AT BEGINNING OF PERIOD | 97,102 | 2,768,640 |
CASH AT END OF PERIOD | 91,223 | 95,953 |
Supplemental cash flow information: | ||
Cash paid for income taxes | ||
Cash paid for interest expense | 622,762 | 1,524,544 |
Issuance of shares for the conversion of notes payable | 500,000 | |
Debt Discount from shares issued as inducement for note payable | 662,718 | |
Warrant modification | 4,137 | |
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 |
Organization and Nature of Busi
Organization and Nature of Business | 6 Months Ended |
Jun. 30, 2024 | |
Organization and Nature of Business [Abstract] | |
ORGANIZATION AND NATURE OF BUSINESS | NOTE 1 – ORGANIZATION AND NATURE OF BUSINESS Company Background Overview Aditxt, Inc. ® 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 “August 2023 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 August 2023 Private Placement closed on September 6, 2023. The net proceeds to the Company from the August 2023 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 August 2023 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 “December 2023 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 December 2023 Private Placement closed and the funds were received on January 4, 2024. The net proceeds to the Company from the December 2023 Private Placement were approximately $5.4 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 December 2023 Private Placement for continuing operating expenses and working capital. 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 “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 PIPE Warrants”) to purchase up to an aggregate of 1,613,092 shares of the Company’s common stock. The May 2024 Private Placement closed on May 6, 2024. The gross proceeds from the May 2024 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 used $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. 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 | 6 Months Ended |
Jun. 30, 2024 | |
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 six months ended June 30, 2024, the Company had a net loss of $22,492,573 and negative cash flow from operating activities of $8,250,807. As of June 30, 2024, the Company’s cash balance was $91,223. As of June 30, 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. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2024 | |
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 June 30, 2024 and June 30, 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 six months ended June 30, 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 $ 22,277,211 Deposit on acquisition 1,000,000 Unrealized gains - As of June 30, 2024 $ 23,277,211 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 June 30, 2024 and December 31, 2023, there was an allowance for doubtful accounts of $49,964 and zero, respectively. Accounts receivable is made up of billed and unbilled of $265,106 and $191,452 as of June 30, 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 June 30, 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™ 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 six months ended June 30, 2024 and 2023, the Company incurred patent licensing fees of $61,666 and $74,525, 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 six months ended June 30, 2024 and 2023, the Company incurred research and development costs of $9,698,626 and $1,872,376, 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 six months ended June 30, 2024 and 2023, the Company recognized $213,227 and $0 in net loss attributable to non-controlling interest in Pearsanta. The Company owns approximately 90.2% of Pearsanta, Inc., as of June 30, 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. Instrument Quantity Issued and Common Stock 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 - - Preferred Series C-1 Stock 4,186 1,613,103 Preferred Series D-1 Stock 4,186 - Warrants 6,790,795 6,790,795 Options 45,572 45,572 Total Common Stock Equivalent 5,278,686 20,567,829 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 | 6 Months Ended |
Jun. 30, 2024 | |
Fixed Assets [Abstract] | |
FIXED ASSETS | NOTE 4 – FIXED ASSETS The Company’s fixed assets include the following on June 30, 2024: Cost Basis Accumulated Net Computers $ 378,480 $ (360,170 ) $ 18,310 Lab Equipment 2,711,525 (1,045,777 ) 1,665,748 Office Furniture 56,656 (16,699 ) 39,957 Other Fixed Assets 148,605 (60,848 ) 87,757 Leasehold Improvements 120,440 (67,650 ) 52,790 Total Fixed Assets $ 3,415,706 $ (1,551,144 ) $ 1,864,562 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 $157,197 and $109,904 for the three months ended June 30, 2024 and 2023, respectively. Depreciation expense was $300,129 and $219,800 for the six months ended June 30, 2024 and 2023, respectively. As of June 30, 2024 and December 31, 2023, the fixed assets that serve as collateral subject to the financed asset liability have a carrying value of $1,898,243 and $1,316,830, respectively. Fixed asset activity for the six months ended June 30, 2024 consisted of the following: For the As of December 31, 2023 3,149,258 Brain Scientific Asset Purchase 266,448 Additions - As of June 30, 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 June 30, 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 June 30, 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 June 30, 2024, the Company has four payments in arrears. As of June 30, 2024, all lab equipment financing agreements have matured and are in default status. |
Intangible Assets
Intangible Assets | 6 Months Ended |
Jun. 30, 2024 | |
Intangible Assets [Abstract] | |
INTANGIBLE ASSETS | NOTE 5 – INTANGIBLE ASSETS The Company’s intangible assets include the following on June 30, 2024: Cost Basis Accumulated Net Proprietary Technology $ 321,000 $ (321,000 ) $ - Intellectual property 10,000 (2,222 ) 7,778 Total Intangible Assets $ 331,000 $ (323,222 ) $ 7,778 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 June 30, 2024 and 2023, respectively. Amortization expense was $1,666 and $53,500 for the six months ended June 30, 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 June 30, 2024 $ 321,000 |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2024 | |
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 June 30, 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 June 30, 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 June 30, 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 June 30, 2024 the note has an outstanding principal balance of $30,000. The February 7 th 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 June 30, 2024 the note has an outstanding principal balance of $205,000. The February 15 th 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 June 30, 2024 these notes have an outstanding principal balance of $232,000. See Note 12 for additional loans incurred or paid subsequent to June 30, 2024. |
Notes Payable
Notes Payable | 6 Months Ended |
Jun. 30, 2024 | |
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 June 30, 2024, the November Loan has an outstanding principal balance of $1,752,827, an unamortized debt discount of $4,118, and accrued interest of $764,173. 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 June 30, 2024, the Second November Note was fully paid off. 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 June 30, 2024, there was a remaining principal balance of $3,519,577, an unamortized debt discount of $67,200, and accrued interest of $1,496,351. 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 June 30, 2024 or an event of default, as defined therein. The Sixth Borough Note was converted into Series C-1 Preferred Stock in connection with the Private Placement (as defined below). On April 10, 2024, Sixth Borough Capital Fund, LP (“Sixth Borough”) loaned $230,000 to Aditxt. 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 accrued interest at the Prime rate of eight and one-half percent (8.5%) per annum and was due on the earlier of April 19, 2024 or an event of default, as defined therein. $200,000 of the April Sixth Borough Note was converted as part of the May PIPE Purchase Agreement (as defined below) (note 10). On May 9, 2024, at which point the balance of the April Sixth Borough Note was $35,256, Sixth Borough loaned an additional $20,000 to the Company bringing the balance of the loan to $55,256. The loan was evidenced by an unsecured promissory note (the “Sixth Borough Upsize Note”). Pursuant to the terms of the Sixth Borough Upsize Note, it accrued interest at the fifteen percent (15.0%) per annum and was due on the earlier of June 9, 2024 (the “Maturity Date”) or an event of default, as defined therein. As previously reported in a Current Report on Form 8-K filed by the Company on June 12, 2024, as a result of the Company’s failure to repay the balance on the Maturity Date, the Company was in default on the Upsize Note. On June 20, 2024, at which point the balance of the Sixth Borough Upsize Note was $56,187, Sixth Borough loaned an additional $50,000 to the Company and the Company issued a new note (the “Sixth Borough New Note”) to Sixth Borough in the principal amount of $116,806, which includes an original issue discount of 10%. The Sixth Borough New Note is subordinate and junior, in all respects, to those Second May Senior Notes (as defined below). The Sixth Borough New Note bears interest at a rate of eight percent (8.0%) per annum and is due on the earlier of (i) November 21, 2024. As of June 30, the principal balance of the outstanding Sixth Borough New Note was $116,806. On May 20, 2024, the Company issued and sold a senior note (the “First May Senior Note”) to an accredited investor (the “First May Senior Note Holder”) in the original principal amount of $93,919 for a purchase price of $75,135, reflecting an original issue discount of $18,784. 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 First May Senior 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 Maturity Date. The First May Senior Note contains certain standard events of default, as defined in the First May Senior Note. On May 24, 2024, the Company entered into a Securities Purchase Agreement (the “Second May Senior Note Securities Purchase Agreement”) with certain accredited investors pursuant to which the Company issued and sold senior notes in the aggregate principal amount of $986,380 (the “Second May Senior Notes”) maturing on August 22, 2024, which included the exchange of the First May Senior Note in the principal amount of $93,919. The Company received cash proceeds of $775,000 from the sale of the Second May Senior Notes. Upon an Event of Default (as defined in the Second May Senior Notes), the Second May Senior Notes will bear interest at a rate of 14% per annum and the holder shall have the right to require the Company to redeem the Note at a redemption premium of 125%. In connection with the issuance of the Second May Senior Notes, the Company issued an aggregate of 328,468 shares of its common stock as a commitment fee to the investors and recorded a debt discount of $662,720 from the issuance of these shares. During the six months ended June 30, 2024, the Company recorded an amortization of debt discount on the Second May Senior Notes of $359,353. As of June 30, 2024, there was a remaining debt discount on the Second May Senior Notes of $514,749. 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. Due to the assignment (See: Secured Notes Amendments and Assignment 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 June 30, 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. |
Leases
Leases | 6 Months Ended |
Jun. 30, 2024 | |
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 June 30, 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 Mountain View, California where we lease approximately 5,810 square feet of laboratory and office space. The lease expires in August 31, 2024, subject to extension. As of June 30, 2024 the Company is 7 months in arrears on this lease. We also lease approximately 25,000 square feet in Richmond, Virginia. The lease expires on August 31, 2026, subject to extension. As of June 30, 2024 the Company is 5 months in arrears on this lease. Additionally, we leased approximately 3,150 square feet of office space in Melville, New York. 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”). On June 24, 2024 the Company and the Landlord entered into a surrender and acceptance of lease agreement (the “Surrender Agreement”). Pursuant to the Surrender Agreement, the Company surrendered to the landlord the lease and term of the estate on June 28, 2024. In consideration of the acceptance by the Landlord, the Company agreed to pay $69,379 (the “Surrender Fee”), which reflected outstanding rent, utilities, and other charges owed under the lease. Further, upon execution of the agreement, the Landlord released and retained the security deposit of $25,515. The balance of the Surrender fee, $43,864, is due to the Landlord no later than August 30, 2024. The overdue amounts represent a payable of $667,625 which are included in accounts payable and accrued liabilities on the Company’s condensed consolidated balance sheet. LS Biotech Eight Default On May 10, 2024, the Company received written notice (the “2024 Default Notice”) from LS Biotech Eight, LLC (the “Landlord”), the Landlord of the Company’s CLIA-certified, CAP accredited, high complexity immune monitoring center in Richmond, Virginia, 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 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, 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 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. As of June 30, 2024, the Company has not made the payment of $590,557. 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. Lease Costs Six Months Six Months Components of total lease costs: Operating lease expense $ 603,072 $ 596,560 Total lease costs $ 603,072 $ 596,560 Lease Positions as of June 30, 2024 and December 31, 2023 ROU lease assets and lease liabilities for our operating leases are recorded on the balance sheet as follows: June 30, December 31, Assets Right of use asset – long term $ 1,610,846 $ 2,200,299 Total right of use asset $ 1,610,846 $ 2,200,299 Liabilities Operating lease liabilities – short term $ 734,792 $ 999,943 Operating lease liabilities – long term 745,121 1,041,744 Total lease liability $ 1,479,913 $ 2,041,687 Lease Terms and Discount Rate as of June 30, 2024 Weighted average remaining lease term (in years) – operating leases 1.72 Weighted average discount rate – operating leases 8.00 % Maturities of leases are as follows: 2024 (remaining) $ 379,100 2025 710,546 2026 423,930 Total lease payments $ 1,513,576 Less imputed interest (33,663 ) Less current portion (734,792 ) Total maturities, due beyond one year $ 745,121 |
Commitments & Contingencies
Commitments & Contingencies | 6 Months Ended |
Jun. 30, 2024 | |
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 June 30, 2022; $100,000 on June 30, 2024; $500,000 on June 30, 2026; and $500,000 on June 30, 2027. In lieu of the $175,000 milestone payment due on June 30, 2023, the Company paid LLU an extension fee of $100,000. The Company did not make the June 30, 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 June 30, 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 June 30, 2023, which will be extended to June 30, 2024 with a payment of a $100,000 extension fee, (ii) the completion of first-in-human (phase I/II) clinical trials by June 30, 2024, which the Company is actively pursuing an extension, (iii) the completion of Phase III clinical trials by June 30, 2026 and (iv) biologic licensing approval by the FDA by June 30, 2027. The Company has not initiated clinical trials to date and the Company intends to obtain an extension to commence human trials by June 30, 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 June 30, 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, Warrants to purchase 50,000 shares of the Company’s Common Stock, 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 six 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 Warrants to purchase shares of the Company’s Common Stock, 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. On December 29, 2023, the Company entered into a securities purchase agreement with an institutional investor (“the “Holder”) for the issuance and sale in a 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 (the “December Common Stock”) at an exercise price of $0.001 per share, and (ii) warrants to purchase up to 2,474,228 shares of the Company’s Common Stock, at a purchase price of $4.85 per share (collectively the “December PIPE Securities”). The December PIPE Securities were to be registered within a timeframe as described in the registration rights agreement. The Company failed to register the December PIPE Securities within the agreed upon timeframe. As a result of the late registration, the holder of the December PIPE Securities was entitled to damages. On August 7, 2024, the Company and the holder of the December PIPE Securities entered into an exchange agreement inclusive of $667,000 of liquidated damages owed to the holder of the December PIPE Securities, paid in securities, as a result of the registration rights agreement default. 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 June 30, 2024. The Company recognized a debt discount of $1,924,276. As of June 30, 2024, there was an unamortized discount of $0. During the six months ended June 30, 2024 and 2023, the Company recognized an amortization of debt discount of $1,924,276 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 June 30, 2024 the Private Placement had closed and the deposit was recorded to additional paid in capital. 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). (See Note 12) 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”). (See Note 12) 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 accordanc |
Stockholders_ Equity
Stockholders’ Equity | 6 Months Ended |
Jun. 30, 2024 | |
Stockholders’ Equity [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 six months ended June 30, 2024, the Company issued 50,000 shares of common stock as part of the MDNA asset purchase agreement. (See Note 9) During the six months ended June 30, 2024, the Company issued 296,296 shares of common stock as part of a settlement agreement. (See Note 9) During the six months ended June 30, 2023, the Company issued 187,000 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 six months ended June 30, 2023, 85 Restricted Stock Units vested which resulted in the issuance of shares. The Company recognized expense of $214,451 in stock-based compensation for the six months ended June 30, 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. 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 used $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. May Senior Notes On May 24, 2024, the Company entered into the May Senior Notes. The notes had an original issuance discount of $211,382. The notes have a maturity date of August 22, 2024 and an interest rate of 14% per annum. There were also 328,468 share of the Company’s common stock issued to the holders of the notes as part of this transaction. As of June 30, 2024, there was $986,381 in principal outstanding on these notes. Preferred Stock The Company is authorized to issue 3,000,000 shares of preferred stock, par value $0.001 per share. There were 39,277 and 24,905 shares of preferred stock outstanding as of June 30, 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 - Series C-1 Preferred Stock 4,186 Series D-1 Preferred Stock 4,186 Total Aditxt Preferred Shares Outstanding 39,277 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 a 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 |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2024 | |
Income Taxes [Abstract] | |
INCOME TAXES | NOTE 11 – INCOME TAXES The Company has incurred losses since inception. During the six months ended June 30, 2024, 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 June 30, 2024. As of June 30, 2024, the Company did not have any amounts recorded pertaining to uncertain tax positions. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2024 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 12 – SUBSEQUENT EVENTS Appili Amending Agreement On July 1, 2024, the Company, Adivir and Appili entered into an Amending Agreement (the “Amending Agreement”), pursuant to which the Parties (as defined in the Arrangement Agreement) agreed that: (i) the Outside Date (as defined in the Arrangement Agreement) would be changed to August 30, 2024; (ii) Adivir agreed that it would convene the Company Meeting (as defined in the Arrangement Agreement) no later than August 30, 2024, provided that Appili shall be under no obligation to convene the Company Meeting prior to the date that is 50 days following the date that Aditxt delivers to Appili all complete Additional Financial Disclosure (as defined in the Arrangement Agreement) required for inclusion in the Company Circular (as defined in the Arrangement Agreement); (iii) Aditxt shall use commercially reasonable efforts to complete the Financing (as defined in the Arrangement Agreement) no later than August 30, 2024; and (iv) Aditxt or Appili may terminate the Arrangement Agreement if the Financing is not completed by 5:00 p.m. (ET) on August 30, 2024 or such later date as the Parties may agree in writing. July Notes On July 9, 2024, the Company entered into a Securities Purchase Agreement (the “July Notes Securities Purchase Agreement”) with an accredited investors (the “July Note Purchaser”) pursuant to which the Company issued and sold a senior note in the principal amount of $625,000 (the “July Note”) maturing on October 7, 2024. The Company received cash proceeds of $500,000 from the sale of the Note. Upon an Event of Default (as defined in the July Note), the 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 July Note at a redemption premium of 125%. In addition, while the July Note is outstanding, the Company is required to utilize 100% of the proceeds from any offering of securities to redeem the Note. Pursuant to the July Notes Purchase Agreement, the Company agreed to use commercially reasonable efforts, including the filing of a registration statement with the SEC for a public offering, to pursue and consummate a financing transaction within 90 days of the closing date. In connection with the issuance of the July Note, the Company issued the July Note Purchasers a warrant (the “July Note Warrant”) to purchase up to 1,250,000 shares of the Company’s common stock (the “July Note Warrant Shares”). Pursuant to the July Note Purchase Agreement, the Company also agreed to file a registration statement with the SEC covering the resale of the Warrant Shares as soon as practicable following notice from an investor, and to cause such registration statement to become effective within 60 days following the filing thereof. The July Note Warrant is exercisable following Stockholder Approval (as defined in the Purchase Agreement) at an initial exercise price of $1.49 for a term of five years. On July 12, 2024, additional accredited investors entered into the July Notes Securities Purchase Agreement. Pursuant to which the Company issued and sold the July Note in the principal amount of $875,000. The Company received cash proceeds of $700,000. In connection with the issuance of the July Note, the Company issued the July Note Warrant to purchase up to 1,750,000 shares of the Company’s common stock. The initial exercise price is $1.582. Warrant Reprice On July 9, 2024, the Company entered into an amendment to common stock purchase warrants (the “Warrant Amendment”) with the holder (the “Repriced Holder”) of certain of the Company’s warrants originally issued in December 2023, April 2023, September 2022, December 2021, August 2021, and September 2020 (collectively, the “Repriced Outstanding Warrants”), pursuant to which the Company and the Repriced Holder agreed to amend each of the Repriced Outstanding Warrants to lower the exercise price of the Outstanding Warrants to $1.49 per share. Amended and Restated Evofem Agreement On July 12, 2024 (the “Execution Date”), the Company entered into an Amended and Restated Agreement and Plan of Merger (the “Merger Agreement”) with Adifem, Inc. f/k/a Adicure, Inc., a Delaware corporation and wholly owned subsidiary of the Company (“Merger Sub”) and 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. The Merger Agreement amended and restated that certain Agreement and Plan of Merger dated as of December 11, 2023 by and among the Company, Merger Sub and Evofem (as amended, the “Original Agreement”). Effect on Capital Stock 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 either held by the Company or Merger Sub immediately prior to the Effective Time or which are Dissenting Shares (as hereinafter defined), will be converted into the right to receive an aggregate of $1,800,000; and (ii) each issued and outstanding share 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 either held by the Company or Merger Sub immediately prior to the Effective Time or which are Dissenting Shares, will be converted into the right to receive one (1) share of Series A-2 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-2 Preferred Stock, the form of which is attached as Exhibit C to the Merger Agreement. Any Evofem capital stock outstanding immediately prior to the Effective Time and held by an Evofem shareholder who has not voted in favor of or consented to the adoption of the Merger Agreement and who is entitled to demand and has properly demanded appraisal for such Company Capital Stock in accordance with the Delaware General Corporation Law (“DGCL”), and who, as of the Effective Time, has not effectively withdrawn or lost such appraisal rights (such Evofem capital Stock, “Dissenting Shares”) shall not be converted into or be exchangeable for the right to receive a portion of the Merger Consideration and, instead, shall be entitled to only those rights as set forth in the DGCL. If, after the Effective Time, any such holder fails to perfect or withdraws or loses his, her or its right to appraisal under the DGCL, with respect to any Dissenting Shares, upon surrender of the certificate(s) representing such Dissenting Shares, such Dissenting Shares shall thereupon be treated as if they had been converted as of the Effective Time into the right to receive the portion of the merger consideration, if any, to which such Evofem capital stock is entitled pursuant to the Merger Agreement, without interest. As a closing condition for the Company, there shall be no more than 4,141,434 Dissenting Shares that are Evofem Common Stock or 98 Dissenting Shares that are Evofem Preferred Stock. Treatment of Evofem Options and Employee Stock Purchase Plan At the Effective Time, each option outstanding under the Evofem 2014 Equity Incentive Plan, the Evofem 2018 Inducement Equity Incentive Plan and the Evofem 2019 Employee Stock Purchase Plan (collectively, the “Evofem Option Plans”), whether or not vested, will be canceled without the right to receive any consideration, and the board of directors of Evofem shall take such action such that the Evofem Option Plans are cancelled as of the Effective Time. As soon as practicable following the Execution Date, Evofem will take all action that may be reasonably necessary to provide that: (i) no new offering period will commence under the Evofem 2019 Employee Stock Purchase Plan (the “Evofem ESPP”); (ii) participants in the Evofem ESPP as of the Execution Date shall not be permitted to increase their payroll deductions or make separate non-payroll contributions to the Evofem ESPP; and (iii) no new participants may commence participation in the Evofem ESPP following the Execution Date. Prior to the Effective Time, Evofem will take all action that may be reasonably necessary to: (A) cause any offering period or purchase period that otherwise be in progress at the Effective Time to be the final offering period under the Evofem ESPP and to be terminated no later than five business days prior to the anticipated closing date (the “Final Exercise Date”); (B) make any pro-rata adjustments that may be necessary to reflect the shortened offering period or purchase period; (C) cause each participant’s then-outstanding share purchase right under the Evofem ESPP to be exercised as of the Final Exercise Date; and (D) terminate the Evofem ESPP, as of and contingent upon, the Effective Time. Representations and Warranties The parties to the Merger Agreement have agreed to customary representations and warranties for transactions of this type. Covenants The Merger Agreement contains various customary covenants, including but not limited to, covenants with respect to the conduct of Evofem’s business prior to the Effective Time. Closing Conditions Mutual 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 Evofem shareholders; (ii) the entry into a voting agreement by the Company and certain members of Evofem management; (iii) all preferred stock of Evofem other than the Evofem Unconverted Preferred Stock shall have been converted to Evofem Common Stock; (iv) 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 930.336 shares of Company Preferred Stock; (v) Evofem shall have cashed out any other holder of Evofem warrants who has not provided an Evofem Warrant Holder Agreement; and (vi) 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. (vii) The Company shall have received sufficient financing to satisfy its payment obligations under the Merger Agreement. (viii) The requisite stockholder approval shall have been obtained by the Company at a Special Meeting of its stockholders to approve the Parent Stock Issuance (as defined in the Merger Agreement) pursuant to the requirements of NASDAQ. The Company and Merger Sub 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 88,161 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. Evofem The obligations of Evofem 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 be in compliance with the stockholders’ equity requirement in Nasdaq Listing Rule 5550(b)(1) and shall meet all other applicable criteria for continued listing. Termination The Merger Agreement may be terminated at any time prior to the consummation of the Closing by mutual written consent of the Company and Evofem. Either the Company or Evofem may also terminate the Merger Agreement if (i) the Merger shall not have been consummated on or before 5:00 p.m. Eastern Time on September 30, 2024; (ii) if any judgment, law or order prohibiting the Merger or the Transactions has become final and non-appealable; (iii) the required vote of Evofem stockholders was not obtained; or (iv) in the event of any Terminable Breach (as defined in the Merger Agreement). The Company may terminate the Merger Agreement if (i) prior to approval by the required vote of Evofem’s shareholders if the Evofem board of directors shall have effected a Company Change in Recommendation (as defined in the Merger Agreement); or (ii) in the event that the Company determines, in its reasonable discretion, that the acquisition of Evofem could result in a material adverse amount of cancellation of indebtedness income to the Company. Evofem may terminate the Merger Agreement if (i) at any time after there has been a Company Change of Recommendation; provided, that Evofem has provided the Company ten (10) calendar days’ prior written notice thereof and has negotiated in good faith with the Company to provide a competing offer; (ii) the Company Common Stock is no longer listed for trading on Nasdaq; or (iii) any of: (A) the Initial Parent Equity Investment has not been made by the Initial Parent Equity Investment Date, (B) the Second Parent Equity Investment has not been made by the Second Parent Equity Investment Date, (C) the Third Parent Equity Investment has not been made by the Third Parent Equity Investment Date or (D) the Fourth Parent Equity Investment has not been made by the Fourth Parent Equity Investment Date (as all of such terms are defined in the Merger Agreement). Effect of Termination If the Merger Agreement is terminated, the Merger Agreement will become void, and there will be no liability under the Merger Agreement on the part of any party thereto. Waiver Agreement On July 12, 2024, the Company, Merger Sub and Evofem also entered into a Waiver Agreement (the “Waiver Agreement”), pursuant to which: (i) Evofem waived its Termination Right (as defined in the Merger Agreement) for such breaches by the Company and Merger Sub that have occurred prior to the date of the Waiver Agreement; (ii) the Company and Merger Sub waived the restrictive covenants in the Merger Agreement that would otherwise prevent Evofem from entering into and closing the transaction contemplated under that certain Asset Purchase Agreement by and between Evofem and Lupin, Inc. (the “Asset Purchase Agreement”); and (iii) the Company and Merger Sub waived the restrictive covenants in the Merger Agreement that would otherwise restrict Evofem from entering into a financing arrangement relating to its directors’ and officers’ insurance policy. Securities Purchase Agreement – Evofem Series F-1 Convertible Preferred Stock On July 12, 2024 (the “Closing Date”), the Company completed the Initial Parent Equity Investment (as defined under the Merger Agreement) and entered into a Securities Purchase (the “Series F-1 Securities Purchase Agreement”) with Evofem, pursuant to which the Company purchased 500 shares of Evofem’s Series F-1 Convertible Preferred Stock par value $0.0001 per share (“Evofem F-1 Preferred Stock”) for an aggregate purchase price of $500,000. In connection with the Series F-1 Securities Purchase Agreement, the Company and Evofem entered into a Registration Rights Agreement (the “EvoFem F-1 Registration Rights Agreement”), pursuant to which Evofem agreed to file with the SEC a registration statement covering the resale of the shares of its common stock issuable upon conversion of the Evofem Series F-1 Preferred Stock within 300 days of the Closing Date and to have such registration statement declared effective by the SEC the earlier of the (i) 90th calendar day after the Closing Date and (ii) 2nd Business Day after the date Evofem is notified (orally or in writing, whichever is earlier) by the SEC that such registration statement will not be reviewed or will not be subject to further review. Pursuant to the Merger Agreement, the Company is also obligated to purchase: (i) an additional 500 shares of Evofem Series F-1 Preferred Stock for an additional aggregate purchase price of $500,000 on or prior to August 9, 2024; (ii) an additional 2,000 shares of Evofem Series F-1 Preferred Stock for an additional purchase price of $2 million on the earlier of August 30, 2024 or 5 business days of the closing of a public offering by the Company resulting in aggregate net proceeds to the Company of no less than $20 million; and (iii) an additional 1,000 shares of Evofem Series F-1 Preferred Stock for an additional purchase price of $1 million on or prior to September 30, 2024. Exchange Agreement On August 7, 2024, the Company entered into a Securities Exchange Agreement with the Holder (the “August Exchange Agreement”), pursuant to which the Company agreed to exchange the certain pre-funded warrants for: (i) an aggregate of 6,667 shares of the Company’s Series C-1 Convertible Preferred Stock, par value $0.001 per share and (ii) warrants to purchase 2,569,171 shares of the Company’s Common Stock at an exercise price of $1.49 per share for a term of five years (the “August Warrants”). Amendment to Certificate of Incorporation On August 7, 2024, the Company filed with the Secretary of State of Delaware an amendment to the Company’s Certificate of Incorporation, (the “Charter Amendment”) to increase the number of authorized common stock from 100,000,000 shares to 1,000,000,000 shares. The Charter Amendment was approved by the Company’s stockholders at the Company’s Annual Meeting of Stockholders held on August 6, 2024. Registered Direct Offering On August 8, 2024, the Company entered into a securities purchase agreement (the “Registered Direct Purchase Agreement”) with certain institutional investors, pursuant to which the Company agreed to sell to such investors 188,000 shares (the “Registered Direct Shares”) of common stock of the Company (the “Common Stock”), pre-funded warrants (the “Registered Direct Pre-Funded Warrants”) to purchase up to 942,189 shares of Common Stock of the Company (the “Registered Direct Pre-Funded Warrant Shares”), having an exercise price of $0.001 per share, at a purchase price of $1.06 per share of Common Stock and a purchase price of $1.059 per Registered Direct Pre-Funded Warrant (the “Registered Direct Offering”). The shares of Common Stock and Registered Direct Pre-Funded Warrants (and shares of common stock underlying the Registered Direct Pre-Funded Warrants) were offered by the Company pursuant to its shelf registration statement on Form S-3 (File No. 333-280757), which was declared effective by the Securities and Exchange Commission on August 6, 2024. The closing of the sales of these securities under the Registered Direct Purchase Agreement took place on August 9, 2024. The gross proceeds from the offering were approximately $1.2 million, prior to deducting placement agent’s fees and other offering expenses payable by the Company. The Company used $500,000 of the net proceeds from the offering to fund certain obligations under its Amended and Restated Merger agreement with Evofem Biosciences, Inc and the remainder for working capital and other general corporate purposes. Amendment to EvoFem Amended and Restated Merger Agreement On August 16, 2024, the Company, Merger Sub and Evofem entered into Amendment No. 1 to the Amended and Restated Merger Agreement (“Amendment No. 1”), pursuant to which the date by which the Company is to make the Third Parent Equity Investment (as defined under the Amended and Restated Merger Agreement) was amended to the earlier of September 6, 2024 or five (5) business days of the closing of a public offering by Parent resulting in aggregate net proceeds to Parent of no less than $20,000,000. Except as set forth herein, the terms and conditions of the Amended and Restated Merger Agreement have not been modified. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Pay vs Performance Disclosure | ||||
Net Income (Loss) | $ (7,549,619) | $ (5,682,018) | $ (22,279,346) | $ (11,666,724) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Jun. 30, 2024 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 6 Months Ended |
Jun. 30, 2024 | |
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 June 30, 2024 and June 30, 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 six months ended June 30, 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 | 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. |
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) |
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. |
Cash and Cash Equivalents | 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. |
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 |
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. |
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 $ 22,277,211 Deposit on acquisition 1,000,000 Unrealized gains - As of June 30, 2024 $ 23,277,211 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 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 June 30, 2024 and December 31, 2023, there was an allowance for doubtful accounts of $49,964 and zero, respectively. Accounts receivable is made up of billed and unbilled of $265,106 and $191,452 as of June 30, 2024 and $236,605 and $171,721 as of December 31, 2023, 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 June 30, 2024 and December 31, 2023, 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. |
Revenue Recognition | Revenue Recognition In accordance with ASC 606 (Revenue From Contracts with Customers), revenue is recognized when a customer obtains control of promised services. The amount of revenue recognized reflects the consideration to which the Company expects to be entitled to receive in exchange for these services. To achieve this core principle, the Company applies the following five steps: 1) Identify the contract with a customer 2) Identify the performance obligations in the contract 3) Determine the transaction price 4) Allocate the transaction price to performance obligations in the contract 5) Recognize revenue when or as the Company satisfies a performance obligation Revenues reported from services relating to the AditxtScore™ are recognized when the AditxtScore TM The Company recognizes revenue in the following manner for the following types of customers: Client Payers: Client payers include physicians or other entities for which services are billed based on negotiated fee schedules. The Company principally estimates the allowance for credit losses for client payers based on historical collection experience and the period of time the receivable has been outstanding. Cash Pay: Customers are billed based on established patient fee schedules or fees negotiated with physicians on behalf of their patients. Collection of billings is subject to credit risk and the ability of the patients to pay. Insurance: Reimbursements from healthcare insurers are based on fee for service schedules. Net revenues recognized consist of amounts billed net of contractual allowances for differences between amounts billed and the estimated consideration the Company expects to receive from such payers, collection experience, and the terms of the Company’s contractual arrangements. |
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. |
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. |
Patents | Patents The Company incurs fees from patent licenses, which are reflected in research and development expenses, and are expensed as incurred. During the six months ended June 30, 2024 and 2023, the Company incurred patent licensing fees of $61,666 and $74,525, 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 six months ended June 30, 2024 and 2023, the Company incurred research and development costs of $9,698,626 and $1,872,376, 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 six months ended June 30, 2024 and 2023, the Company recognized $213,227 and $0 in net loss attributable to non-controlling interest in Pearsanta. The Company owns approximately 90.2% of Pearsanta, Inc., as of June 30, 2024. |
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. Instrument Quantity Issued and Common Stock 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 - - Preferred Series C-1 Stock 4,186 1,613,103 Preferred Series D-1 Stock 4,186 - Warrants 6,790,795 6,790,795 Options 45,572 45,572 Total Common Stock Equivalent 5,278,686 20,567,829 |
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. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Summary of Significant Accounting Policies [Line Items] | |
Schedule of Useful Lives Assigned to Fixed Assets | The Company’s fixed assets include the following on June 30, 2024: Cost Basis Accumulated Net Computers $ 378,480 $ (360,170 ) $ 18,310 Lab Equipment 2,711,525 (1,045,777 ) 1,665,748 Office Furniture 56,656 (16,699 ) 39,957 Other Fixed Assets 148,605 (60,848 ) 87,757 Leasehold Improvements 120,440 (67,650 ) 52,790 Total Fixed Assets $ 3,415,706 $ (1,551,144 ) $ 1,864,562 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 |
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 $ 22,277,211 Deposit on acquisition 1,000,000 Unrealized gains - As of June 30, 2024 $ 23,277,211 |
Schedule of Dilutive Earnings Per Share as Effects Were Anti-Dilutive | The weighted-average number of common shares outstanding excludes common stock equivalents because their inclusion would be anti-dilutive. Instrument Quantity Issued and Common Stock 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 - - Preferred Series C-1 Stock 4,186 1,613,103 Preferred Series D-1 Stock 4,186 - Warrants 6,790,795 6,790,795 Options 45,572 45,572 Total Common Stock Equivalent 5,278,686 20,567,829 |
Property, Plant and Equipment [Member] | |
Summary of Significant Accounting Policies [Line Items] | |
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 |
Fixed Assets (Tables)
Fixed Assets (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Fixed Assets [Abstract] | |
Schedule of Fixed Assets | The Company’s fixed assets include the following on June 30, 2024: Cost Basis Accumulated Net Computers $ 378,480 $ (360,170 ) $ 18,310 Lab Equipment 2,711,525 (1,045,777 ) 1,665,748 Office Furniture 56,656 (16,699 ) 39,957 Other Fixed Assets 148,605 (60,848 ) 87,757 Leasehold Improvements 120,440 (67,650 ) 52,790 Total Fixed Assets $ 3,415,706 $ (1,551,144 ) $ 1,864,562 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 |
Schedule of Fixed Asset Activity | Fixed asset activity for the six months ended June 30, 2024 consisted of the following: For the As of December 31, 2023 3,149,258 Brain Scientific Asset Purchase 266,448 Additions - As of June 30, 2024 $ 3,415,706 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Intangible Assets [Abstract] | |
Schedule of Intangible Assets | The Company’s intangible assets include the following on June 30, 2024: Cost Basis Accumulated Net Proprietary Technology $ 321,000 $ (321,000 ) $ - Intellectual property 10,000 (2,222 ) 7,778 Total Intangible Assets $ 331,000 $ (323,222 ) $ 7,778 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 |
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 June 30, 2024 $ 321,000 |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Leases [Abstract] | |
Schedule of Lease Costs | Lease Costs Six Months Six Months Components of total lease costs: Operating lease expense $ 603,072 $ 596,560 Total lease costs $ 603,072 $ 596,560 June 30, December 31, Assets Right of use asset – long term $ 1,610,846 $ 2,200,299 Total right of use asset $ 1,610,846 $ 2,200,299 Liabilities Operating lease liabilities – short term $ 734,792 $ 999,943 Operating lease liabilities – long term 745,121 1,041,744 Total lease liability $ 1,479,913 $ 2,041,687 Lease Terms and Discount Rate as of June 30, 2024 Weighted average remaining lease term (in years) – operating leases 1.72 Weighted average discount rate – operating leases 8.00 % |
Schedule of Maturities of Leases | Maturities of leases are as follows: 2024 (remaining) $ 379,100 2025 710,546 2026 423,930 Total lease payments $ 1,513,576 Less imputed interest (33,663 ) Less current portion (734,792 ) Total maturities, due beyond one year $ 745,121 |
Stockholders_ Equity (Tables)
Stockholders’ Equity (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Stockholders’ Equity [Abstract] | |
Schedule of Preferred Stock Outstanding | The Company is authorized to issue 3,000,000 shares of preferred stock, par value $0.001 per share. There were 39,277 and 24,905 shares of preferred stock outstanding as of June 30, 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 - Series C-1 Preferred Stock 4,186 Series D-1 Preferred Stock 4,186 Total Aditxt Preferred Shares Outstanding 39,277 |
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 June 30, 2024 45,572 $ 173.12 9.24 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 June 30, 2024 13,320,000 $ 0.02 9.47 Vested and Nonvested Warrants Number Weighted Weighted Outstanding December 31, 2023 5,047,450 $ 14.11 2.73 Granted 1,840,531 2.18 4.83 Exercised - - - Expired or forfeited (400 ) 400.00 - Outstanding June 30, 2024 6,887,581 $ 10.63 3.01 |
Schedule of Nonvested Stock Options, Warrants and Restricted Stock Units | Nonvested Stock Options Number Weighted- Nonvested on December 31, 2023 - $ - Granted - - Vested - - Forfeited - - Nonvested on June 30, 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 June 30, 2024 2,666,000 $ 0.02 Nonvested Warrants Number Weighted- Nonvested on December 31, 2023 - $ - Granted 1,840,531 2.18 Vested (50,000 ) 5.23 Forfeited - - Nonvested on June 30, 2024 1,790,531 $ 2.10 Nonvested RSUs Number Weighted Nonvested December 31, 2023 - $ - Granted 18 1.92 Vested (8 ) 1.92 Forfeited - - Nonvested June 30, 2024 10 $ 1.92 |
Schedule of Fair Value Option Granted | For the six months ended June 30, 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 % |
Organization and Nature of Bu_2
Organization and Nature of Business (Details) - USD ($) | 6 Months Ended | ||||||||||||||
May 31, 2024 | May 02, 2024 | Dec. 29, 2023 | Aug. 31, 2023 | Aug. 17, 2023 | Sep. 20, 2022 | Dec. 06, 2021 | Oct. 31, 2021 | Oct. 20, 2021 | Oct. 18, 2021 | Aug. 31, 2021 | Jun. 30, 2024 | Dec. 31, 2023 | Apr. 20, 2023 | May 24, 2021 | |
Organization and Nature of Business [Line Items] | |||||||||||||||
Purchase price (in Dollars per share) | $ 4.85 | ||||||||||||||
Warrants issued to purchase of shares | 2,474,228 | 115 | |||||||||||||
Exercise price per warrant (in Dollars per share) | $ 0.001 | $ 3,000 | $ 6,000 | ||||||||||||
Proceeds from Issuance of private placement (in Dollars) | $ 4,200,000 | $ 5,400,000 | $ 9,000,000 | $ 5,500,000 | |||||||||||
Payments of outstanding obligation (in Dollars) | 3,100,000 | ||||||||||||||
Repayment of debt (in Dollars) | $ 400,000 | ||||||||||||||
Common Stock, Par or Stated Value Per Share (in Dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||||
Preferred stock shares issued | 0 | 0 | |||||||||||||
Net proceeds of private placement (in Dollars) | $ 1,000,000 | ||||||||||||||
Warrant [Member] | |||||||||||||||
Organization and Nature of Business [Line Items] | |||||||||||||||
Warrants issued to purchase of shares | 1,237,114 | 551 | |||||||||||||
Exercise price per warrant (in Dollars per share) | $ 5,060 | $ 34.4 | |||||||||||||
Pre-Funded Warrants [Member] | |||||||||||||||
Organization and Nature of Business [Line Items] | |||||||||||||||
Warrants issued to purchase of shares | 1,237,114 | 1,000,000 | |||||||||||||
Exercise price per warrant (in Dollars per share) | $ 0.001 | $ 6.0625 | |||||||||||||
Common Warrant [Member] | |||||||||||||||
Organization and Nature of Business [Line Items] | |||||||||||||||
Warrants issued to purchase of shares | 2,474,228 | 1,000,000 | |||||||||||||
Exercise price per warrant (in Dollars per share) | $ 10 | ||||||||||||||
Minimum [Member] | |||||||||||||||
Organization and Nature of Business [Line Items] | |||||||||||||||
Reverse stock split shares | 1 | ||||||||||||||
Maximum [Member] | |||||||||||||||
Organization and Nature of Business [Line Items] | |||||||||||||||
Reverse stock split shares | 40 | ||||||||||||||
Common Stock [Member] | |||||||||||||||
Organization and Nature of Business [Line Items] | |||||||||||||||
Share issued | 2,292 | ||||||||||||||
Purchase price (in Dollars per share) | $ 4,800 | ||||||||||||||
Gross proceeds from issue of common stock (in Dollars) | $ 11,000,000 | ||||||||||||||
Proceeds from public offering (in Dollars) | $ 1,900,000 | ||||||||||||||
Purchase price per share (in Dollars per share) | $ 48.76 | ||||||||||||||
Common Stock, Par or Stated Value Per Share (in Dollars per share) | $ 0.001 | ||||||||||||||
Common Stock [Member] | Warrant [Member] | |||||||||||||||
Organization and Nature of Business [Line Items] | |||||||||||||||
Exercise price per warrant (in Dollars per share) | $ 61 | ||||||||||||||
Common Stock [Member] | Pre-Funded Warrants [Member] | |||||||||||||||
Organization and Nature of Business [Line Items] | |||||||||||||||
Warrants issued to purchase of shares | 39,634 | ||||||||||||||
Common Stock [Member] | April Purchase Agreement [Member] | |||||||||||||||
Organization and Nature of Business [Line Items] | |||||||||||||||
Warrants issued to purchase of shares | 2,378 | ||||||||||||||
Series C-1 Convertible Preferred Stock [Member] | |||||||||||||||
Organization and Nature of Business [Line Items] | |||||||||||||||
Preferred stock shares issued | 4,186 | ||||||||||||||
Series D-1 Preferred Stock ]Member] | |||||||||||||||
Organization and Nature of Business [Line Items] | |||||||||||||||
Preferred stock shares issued | 4,186 | 4,186 | 0 | ||||||||||||
August 2021 Offering [Member] | Warrant [Member] | |||||||||||||||
Organization and Nature of Business [Line Items] | |||||||||||||||
Warrants issued to purchase of shares | 2,292 | ||||||||||||||
October 2021 Offering [Member] | |||||||||||||||
Organization and Nature of Business [Line Items] | |||||||||||||||
Share issued | 1,417 | ||||||||||||||
Price per share (in Dollars per share) | $ 3,000 | ||||||||||||||
Proceeds from public offering (in Dollars) | $ 4,250,000 | ||||||||||||||
Net of underwriting discounts (in Dollars) | $ 3,910,000 | ||||||||||||||
December 2021 Offering [Member] | |||||||||||||||
Organization and Nature of Business [Line Items] | |||||||||||||||
Share issued | 4,123 | ||||||||||||||
Warrants issued to purchase of shares | 4,164 | ||||||||||||||
Exercise price per warrant (in Dollars per share) | $ 2,300 | ||||||||||||||
Proceeds from public offering (in Dollars) | $ 16,000,000 | ||||||||||||||
December 2021 Offering [Member] | Pre-Funded Warrants [Member] | |||||||||||||||
Organization and Nature of Business [Line Items] | |||||||||||||||
Exercise price per warrant (in Dollars per share) | $ 0.04 | ||||||||||||||
September 2022 Offering [Member] | |||||||||||||||
Organization and Nature of Business [Line Items] | |||||||||||||||
Share issued | 30,608 | ||||||||||||||
Warrants issued to purchase of shares | 83,333 | ||||||||||||||
Exercise price per warrant (in Dollars per share) | $ 240 | ||||||||||||||
Proceeds from public offering (in Dollars) | $ 17,200,000 | ||||||||||||||
September 2022 Offering [Member] | Pre-Funded Warrants [Member] | |||||||||||||||
Organization and Nature of Business [Line Items] | |||||||||||||||
Warrants issued to purchase of shares | 52,725 | ||||||||||||||
Exercise price per warrant (in Dollars per share) | $ 0.04 | ||||||||||||||
Exercise price [Member] | |||||||||||||||
Organization and Nature of Business [Line Items] | |||||||||||||||
Exercise price per warrant (in Dollars per share) | 0.001 | ||||||||||||||
Private Placement [Member] | |||||||||||||||
Organization and Nature of Business [Line Items] | |||||||||||||||
Purchase price per share (in Dollars per share) | $ 4.85 | ||||||||||||||
Proceeds from Issuance of private placement (in Dollars) | $ 4,200,000 | ||||||||||||||
Common stock, issued | 1,613,092 |
Going Concern Analysis (Details
Going Concern Analysis (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||||
Jun. 30, 2024 | Mar. 31, 2024 | Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Going Concern Analysis [Abstract] | |||||||
Net loss | $ (7,623,879) | $ (14,868,694) | $ (5,682,018) | $ (5,984,706) | $ (22,492,573) | $ (11,666,724) | |
Cash flow from operating activities | (8,250,807) | $ (7,233,619) | |||||
Cash balance | 91,223 | 91,223 | $ 97,102 | ||||
Aggregate amount available to sale | 1,800,000 | ||||||
Aggregate market value of voting and nonvoting equity. | $ 3,000,000 | $ 3,000,000 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Summary of Significant Accounting Policies [Line Items] | |||||
Allowance for doubtful accounts | $ 49,964 | $ 49,964 | $ 0 | ||
Patent licensing fees | 61,666 | 74,525 | |||
Research and Development Expense | 1,553,360 | $ 484,835 | 9,698,626 | $ 1,872,376 | 1,872,376 |
Net loss attributable to non-controlling interest | $ (74,260) | $ (213,227) | |||
Pearsanta, Inc [Member] | |||||
Summary of Significant Accounting Policies [Line Items] | |||||
Owns percentage | 90.20% | 90.20% | |||
Non Controlling Interest in Subsidiary [Member] | |||||
Summary of Significant Accounting Policies [Line Items] | |||||
Net loss attributable to non-controlling interest | $ 213,227 | $ 0 | |||
Billed Revenues [Member] | |||||
Summary of Significant Accounting Policies [Line Items] | |||||
Accounts receivable | $ 265,106 | 265,106 | 236,605 | ||
Unbilled Revenues [Member] | |||||
Summary of Significant Accounting Policies [Line Items] | |||||
Accounts receivable | $ 191,452 | $ 191,452 | $ 171,721 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Schedule of Useful Lives Assigned to Fixed Assets | 6 Months Ended |
Jun. 30, 2024 | |
Computers [Member] | |
Schedule of Useful Lives Assigned to Fixed Assets [Line Items] | |
Useful lives assigned to fixed assets | 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 |
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 |
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 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details) - Schedule of Changes in Equity Investments - USD ($) | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Schedule of Changes in Equity Investments [Abstract] | ||
Balance Beginning | $ 22,277,211 | |
Deposit on acquisition | 1,000,000 | |
Unrealized gains | ||
Balance ending | $ 23,277,211 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies (Details) - Schedule of Dilutive Earnings Per Share as Effects Were Anti-Dilutive | 6 Months Ended |
Jun. 30, 2024 shares | |
Schedule of Dilutive Earnings Per Share as Effects Were Anti-Dilutive [Line Items] | |
Quantity Issued and Outstanding | 5,278,686 |
Common Stock Equivalent | 20,567,829 |
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 | |
Series C-1 Preferred Stock [Member] | |
Schedule of Dilutive Earnings Per Share as Effects Were Anti-Dilutive [Line Items] | |
Quantity Issued and Outstanding | 4,186 |
Common Stock Equivalent | 1,613,103 |
Series D-1 Preferred Stock ]Member] | |
Schedule of Dilutive Earnings Per Share as Effects Were Anti-Dilutive [Line Items] | |
Quantity Issued and Outstanding | 4,186 |
Common Stock Equivalent | |
Warrant [Member] | |
Schedule of Dilutive Earnings Per Share as Effects Were Anti-Dilutive [Line Items] | |
Quantity Issued and Outstanding | 6,790,795 |
Common Stock Equivalent | 6,790,795 |
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)
Fixed Assets (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||||
Mar. 31, 2021 | Jan. 31, 2021 | Oct. 31, 2020 | Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Fixed Assets [Line Items] | ||||||||
Depreciation expense | $ 157,197 | $ 109,904 | $ 300,129 | $ 219,800 | ||||
Fixed assets | 1,864,562 | 1,864,562 | $ 1,898,243 | |||||
Lab equipment monthly payment | $ 37,171 | $ 9,733 | $ 19,487 | |||||
Interest rate | 8% | 8% | 8% | |||||
Asset Pledged as Collateral [Member] | ||||||||
Fixed Assets [Line Items] | ||||||||
Fixed assets | $ 1,898,243 | $ 1,898,243 | $ 1,316,830 |
Fixed Assets (Details) - Schedu
Fixed Assets (Details) - Schedule of Fixed Assets - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 |
Schedule of Fixed Assets [Line Items] | ||
Cost Basis | $ 3,415,706 | $ 3,149,258 |
Accumulated Depreciation | (1,551,144) | (1,251,015) |
Net | 1,864,562 | 1,898,243 |
Computers [Member] | ||
Schedule of Fixed Assets [Line Items] | ||
Cost Basis | 378,480 | 378,480 |
Accumulated Depreciation | (360,170) | (320,473) |
Net | 18,310 | 58,007 |
Lab Equipment [Member] | ||
Schedule of Fixed Assets [Line Items] | ||
Cost Basis | 2,711,525 | 2,585,077 |
Accumulated Depreciation | (1,045,777) | (859,612) |
Net | 1,665,748 | 1,725,465 |
Office Furniture [Member] | ||
Schedule of Fixed Assets [Line Items] | ||
Cost Basis | 56,656 | 56,656 |
Accumulated Depreciation | (16,699) | (13,866) |
Net | 39,957 | 42,790 |
Other Fixed Assets [Member] | ||
Schedule of Fixed Assets [Line Items] | ||
Cost Basis | 148,605 | 8,605 |
Accumulated Depreciation | (60,848) | (2,084) |
Net | 87,757 | 6,521 |
Leasehold Improvements [Member] | ||
Schedule of Fixed Assets [Line Items] | ||
Cost Basis | 120,440 | 120,440 |
Accumulated Depreciation | (67,650) | (54,980) |
Net | $ 52,790 | $ 65,460 |
Fixed Assets (Details) - Sche_2
Fixed Assets (Details) - Schedule of Fixed Asset Activity | 6 Months Ended |
Jun. 30, 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)
Intangible Assets (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Intangible Assets [Line Items] | ||||
Amortization expenses | $ 833 | $ 26,750 | $ 1,666 | $ 53,500 |
Intangible Assets (Details) - S
Intangible Assets (Details) - Schedule of Intangible Assets - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 |
Schedule of Intangible Assets [Line Items] | ||
Cost Basis | $ 331,000 | $ 331,000 |
Accumulated Amortization | (323,222) | (321,556) |
Net | 7,778 | 9,444 |
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 | (2,222) | (556) |
Net | $ 7,778 | $ 9,444 |
Intangible Assets (Details) -_2
Intangible Assets (Details) - Schedule of Amortized Over its Estimated Useful Life | 6 Months Ended |
Jun. 30, 2024 USD ($) | |
Schedule of Amortized Over its Estimated Useful Life [Abstract] | |
As of December 31, 2023 | $ 321,000 |
Additions | |
As of March 31, 2024 | $ 321,000 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | Jun. 30, 2024 | Feb. 29, 2024 | Feb. 15, 2024 | Feb. 07, 2024 | Dec. 20, 2023 | Dec. 06, 2023 | Nov. 30, 2023 |
November Note [Member] | Unsecured Promissory Note [Member] | |||||||
Related Party Transactions [Line Items] | |||||||
Accrue interest rate | 8.50% | ||||||
First December Note [Member] | Unsecured Promissory Note [Member] | |||||||
Related Party Transactions [Line Items] | |||||||
Accrue interest rate | 8.50% | ||||||
Second December Note [Member] | Unsecured Promissory Note [Member] | |||||||
Related Party Transactions [Line Items] | |||||||
Accrue interest rate | 8.50% | ||||||
February 7th Note [Member] | |||||||
Related Party Transactions [Line Items] | |||||||
Outstanding principal balance | $ 30,000 | ||||||
February 7th Note [Member] | Unsecured Promissory Note [Member] | |||||||
Related Party Transactions [Line Items] | |||||||
Accrue interest rate | 8.50% | ||||||
February 29th Note [Member] | |||||||
Related Party Transactions [Line Items] | |||||||
Outstanding principal balance | 232,000 | ||||||
February 29th Note [Member] | Unsecured Promissory Note [Member] | |||||||
Related Party Transactions [Line Items] | |||||||
Accrue interest rate | 8.50% | ||||||
Chief Executive Officer [Member] | November Note [Member] | |||||||
Related Party Transactions [Line Items] | |||||||
Loaned amount | $ 10,000 | ||||||
Chief Executive Officer [Member] | First December Note [Member] | |||||||
Related Party Transactions [Line Items] | |||||||
Loaned amount | $ 200,000 | ||||||
Chief Executive Officer [Member] | Second December Note [Member] | |||||||
Related Party Transactions [Line Items] | |||||||
Loaned amount | $ 165,000 | ||||||
Chief Executive Officer [Member] | February 7th Note [Member] | |||||||
Related Party Transactions [Line Items] | |||||||
Loaned amount | $ 30,000 | ||||||
Chief Executive Officer [Member] | February 15th Note [Member] | |||||||
Related Party Transactions [Line Items] | |||||||
Loaned amount | $ 205,000 | ||||||
Accrue interest rate | 8.50% | ||||||
Outstanding principal balance | $ 205,000 | ||||||
Chief Executive Officer [Member] | February 29th Note [Member] | |||||||
Related Party Transactions [Line Items] | |||||||
Loaned amount | $ 117,000 | ||||||
Chief Innovation Officer [Member] | February 29th Note [Member] | |||||||
Related Party Transactions [Line Items] | |||||||
Loaned amount | $ 115,000 |
Notes Payable (Details)
Notes Payable (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||||||||||||||||||||||
Sep. 30, 2024 | Jun. 20, 2024 | May 24, 2024 | May 20, 2024 | May 09, 2024 | Apr. 15, 2024 | Apr. 10, 2024 | Mar. 07, 2024 | Feb. 26, 2024 | Jan. 24, 2024 | Jan. 02, 2024 | Nov. 24, 2023 | Nov. 07, 2023 | Oct. 05, 2023 | Sep. 30, 2023 | Aug. 31, 2021 | Jan. 31, 2024 | Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Jan. 05, 2024 | Dec. 31, 2023 | Dec. 29, 2023 | May 24, 2021 | |
Notes Payable [Line Items] | |||||||||||||||||||||||||
Original issue discount | $ 18,784 | $ 4,470,000 | |||||||||||||||||||||||
Gross proceeds | 3,000,000 | $ 451,974 | |||||||||||||||||||||||
Existing agreement | 1,234,461 | ||||||||||||||||||||||||
Net proceeds from note payable | 1,525,539 | ||||||||||||||||||||||||
Amount repaid | $ 5,364,000 | $ 3,129,000 | |||||||||||||||||||||||
Unamortized debt discount | $ 662,720 | 662,720 | |||||||||||||||||||||||
Loan principal amount | $ 50,000 | $ 93,919 | 93,919 | $ 20,000 | |||||||||||||||||||||
Balance of loan | 55,256 | ||||||||||||||||||||||||
Aggregate principal amount | 116,806 | $ 986,380 | $ 5,000,000 | ||||||||||||||||||||||
Outstanding principal balance | 514,749 | 514,749 | |||||||||||||||||||||||
Purchase price | $ 75,135 | ||||||||||||||||||||||||
Senior notes | $ 775,000 | $ 775,000 | |||||||||||||||||||||||
Net sales | $ 154,480 | ||||||||||||||||||||||||
Common stock par value (in Dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||||||||||||
Shares converted (in Shares) | 610,000 | ||||||||||||||||||||||||
Preferred stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||||||||||||||
Exchange of warrants (in Shares) | 115 | 115 | 2,474,228 | ||||||||||||||||||||||
Amortized discount | $ 556,708 | $ 162,893 | $ 1,192,418 | $ 176,286 | |||||||||||||||||||||
Loss on transfer | $ 208,670 | ||||||||||||||||||||||||
Note adjusted | $ 250,000 | ||||||||||||||||||||||||
Note repaid | $ 250,000 | ||||||||||||||||||||||||
Warrant [Member] | |||||||||||||||||||||||||
Notes Payable [Line Items] | |||||||||||||||||||||||||
Exchange of warrants (in Shares) | 551 | 551 | 1,237,114 | ||||||||||||||||||||||
October Loan Agreement [Member] | |||||||||||||||||||||||||
Notes Payable [Line Items] | |||||||||||||||||||||||||
Origination fee | 240,000 | ||||||||||||||||||||||||
Installment amount | 149,000 | ||||||||||||||||||||||||
November Loan Agreement [Member] | |||||||||||||||||||||||||
Notes Payable [Line Items] | |||||||||||||||||||||||||
Original issue discount | 2,100,000 | $ 1,752,827 | $ 1,752,827 | ||||||||||||||||||||||
Origination fee | 140,000 | ||||||||||||||||||||||||
Existing agreement | 1,089,000 | ||||||||||||||||||||||||
Unamortized debt discount | 4,118 | 4,118 | |||||||||||||||||||||||
Accrued interest | 764,173 | ||||||||||||||||||||||||
Second November Note [Member] | |||||||||||||||||||||||||
Notes Payable [Line Items] | |||||||||||||||||||||||||
Original issue discount | $ 53,099 | ||||||||||||||||||||||||
Second November Note [Member] | |||||||||||||||||||||||||
Notes Payable [Line Items] | |||||||||||||||||||||||||
Accrued interest rate | 8.50% | ||||||||||||||||||||||||
January Loan Agreement [Member] | |||||||||||||||||||||||||
Notes Payable [Line Items] | |||||||||||||||||||||||||
Original issue discount | 3,600,000 | ||||||||||||||||||||||||
Origination fee | 252,000 | ||||||||||||||||||||||||
Second December Loan [Member] | |||||||||||||||||||||||||
Notes Payable [Line Items] | |||||||||||||||||||||||||
Original issue discount | 3,519,577 | 3,519,577 | |||||||||||||||||||||||
Existing agreement | 2,533,100 | ||||||||||||||||||||||||
Installment amount | 178,800 | ||||||||||||||||||||||||
Unamortized debt discount | 67,200 | 67,200 | |||||||||||||||||||||||
Accrued interest | 1,496,351 | ||||||||||||||||||||||||
Net proceeds | 814,900 | ||||||||||||||||||||||||
Sixth Borough Note [Member] | |||||||||||||||||||||||||
Notes Payable [Line Items] | |||||||||||||||||||||||||
Original issue discount | $ 56,187 | $ 35,256 | |||||||||||||||||||||||
Accrued interest rate | 8.50% | 15% | 8.50% | 8.50% | |||||||||||||||||||||
Loan principal amount | $ 230,000 | $ 300,000 | |||||||||||||||||||||||
Converted amount | $ 200,000 | ||||||||||||||||||||||||
Original issue discount percentage | 10% | ||||||||||||||||||||||||
Bears interest rate | 8% | ||||||||||||||||||||||||
Outstanding principal balance | $ 116,806 | $ 116,806 | |||||||||||||||||||||||
Second May Senior Notes [Member] | |||||||||||||||||||||||||
Notes Payable [Line Items] | |||||||||||||||||||||||||
Original issue discount percentage | 14% | 14% | |||||||||||||||||||||||
Outstanding principal balance | $ 359,353 | $ 359,353 | |||||||||||||||||||||||
May Senior Notes [Member] | |||||||||||||||||||||||||
Notes Payable [Line Items] | |||||||||||||||||||||||||
Aggregate principal amount | $ 986,381 | ||||||||||||||||||||||||
Original issue discount percentage | 14% | 125% | 125% | ||||||||||||||||||||||
September 2024 Secured Notes [Member] | |||||||||||||||||||||||||
Notes Payable [Line Items] | |||||||||||||||||||||||||
Original issue discount | $ 250,000 | ||||||||||||||||||||||||
Amortized discount | $ 1,800,000 | ||||||||||||||||||||||||
September Two Thousand Twenty Four Secured Note [Member] | |||||||||||||||||||||||||
Notes Payable [Line Items] | |||||||||||||||||||||||||
Original issue discount | $ 0 | $ 0 | |||||||||||||||||||||||
EvoFem Merger Agreement [Member] | |||||||||||||||||||||||||
Notes Payable [Line Items] | |||||||||||||||||||||||||
Imputed interest rate percentage | 26.70% | ||||||||||||||||||||||||
January 2024 Secured Notes [Member] | |||||||||||||||||||||||||
Notes Payable [Line Items] | |||||||||||||||||||||||||
Original issue discount | $ 1,000,000 | ||||||||||||||||||||||||
Amortized discount | $ 1,800,000 | ||||||||||||||||||||||||
Second Tranche Note [Member] | |||||||||||||||||||||||||
Notes Payable [Line Items] | |||||||||||||||||||||||||
Original issue discount | $ 1,250,000 | ||||||||||||||||||||||||
January Business Loan [Member] | |||||||||||||||||||||||||
Notes Payable [Line Items] | |||||||||||||||||||||||||
Original issue discount | $ 5,200,000 | ||||||||||||||||||||||||
November Business Loan [Member] | |||||||||||||||||||||||||
Notes Payable [Line Items] | |||||||||||||||||||||||||
Original issue discount | 2,700,000 | ||||||||||||||||||||||||
Minimum [Member] | November Loan Agreement [Member] | |||||||||||||||||||||||||
Notes Payable [Line Items] | |||||||||||||||||||||||||
Installment amount | 69,000 | ||||||||||||||||||||||||
Maximum [Member] | November Loan Agreement [Member] | |||||||||||||||||||||||||
Notes Payable [Line Items] | |||||||||||||||||||||||||
Installment amount | $ 99,000 | ||||||||||||||||||||||||
Repaid within 30 days [Member] | |||||||||||||||||||||||||
Notes Payable [Line Items] | |||||||||||||||||||||||||
Amount repaid | 3,870,000 | ||||||||||||||||||||||||
Repaid within 60 days [Member] | |||||||||||||||||||||||||
Notes Payable [Line Items] | |||||||||||||||||||||||||
Amount repaid | 4,110,000 | ||||||||||||||||||||||||
Repaid within 90 days [Member] | |||||||||||||||||||||||||
Notes Payable [Line Items] | |||||||||||||||||||||||||
Amount repaid | $ 4,230,000 | ||||||||||||||||||||||||
Preferred Stock [Member] | |||||||||||||||||||||||||
Notes Payable [Line Items] | |||||||||||||||||||||||||
Shares converted (in Shares) | 86,153 | ||||||||||||||||||||||||
Preferred stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 | |||||||||||||||||||||||
EvoFem Merger Agreement [Member] | |||||||||||||||||||||||||
Notes Payable [Line Items] | |||||||||||||||||||||||||
Common stock par value (in Dollars per share) | 0.001 | $ 0.001 | |||||||||||||||||||||||
Common Stock [Member] | |||||||||||||||||||||||||
Notes Payable [Line Items] | |||||||||||||||||||||||||
Common stock shares issued (in Shares) | 2,292 | ||||||||||||||||||||||||
Common stock par value (in Dollars per share) | $ 0.001 | ||||||||||||||||||||||||
Common Stock [Member] | Second May Senior Notes [Member] | |||||||||||||||||||||||||
Notes Payable [Line Items] | |||||||||||||||||||||||||
Common stock shares issued (in Shares) | 328,468 | ||||||||||||||||||||||||
EvoFem Merger Agreement [Member] | |||||||||||||||||||||||||
Notes Payable [Line Items] | |||||||||||||||||||||||||
Common stock par value (in Dollars per share) | 0.0001 | $ 0.0001 | |||||||||||||||||||||||
Series E-1 Preferred Stock [Member] | |||||||||||||||||||||||||
Notes Payable [Line Items] | |||||||||||||||||||||||||
Preferred stock, par value (in Dollars per share) | 0.0001 | $ 0.0001 | |||||||||||||||||||||||
Series A-1 Preferred Stock [Member] | |||||||||||||||||||||||||
Notes Payable [Line Items] | |||||||||||||||||||||||||
Shares converted (in Shares) | 2,327 | ||||||||||||||||||||||||
Preferred stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 | |||||||||||||||||||||||
Forecast [Member] | |||||||||||||||||||||||||
Notes Payable [Line Items] | |||||||||||||||||||||||||
Aggregate principal amount | $ 8,000,000 | ||||||||||||||||||||||||
Forecast [Member] | September 2024 Secured Notes [Member] | |||||||||||||||||||||||||
Notes Payable [Line Items] | |||||||||||||||||||||||||
Aggregate principal amount | 5,000,000 | ||||||||||||||||||||||||
Forecast [Member] | Second Tranche Note [Member] | |||||||||||||||||||||||||
Notes Payable [Line Items] | |||||||||||||||||||||||||
Original issue discount | $ 300,000 |
Leases (Details)
Leases (Details) | 6 Months Ended | ||||
May 17, 2024 USD ($) | May 10, 2024 USD ($) | Mar. 06, 2024 USD ($) | Jun. 30, 2024 USD ($) ft² m² | Aug. 30, 2024 USD ($) | |
Leases [Line Items] | |||||
Aggregate amount | $ 40,707 | $ 69,379 | |||
Security deposit | $ 159,375 | 25,515 | |||
Accounts payable and accrued liabilities | 667,625 | ||||
Payment for additional rent | $ 431,182 | ||||
Payment of administrative charges and interest | $ 590,557 | $ 590,557 | |||
California [Member] | |||||
Leases [Line Items] | |||||
Area of land | ft² | 5,810 | ||||
Virginia [Member] | |||||
Leases [Line Items] | |||||
Area of land | m² | 25,000 | ||||
Lease expiration date | Aug. 31, 2026 | ||||
New York [Member] | |||||
Leases [Line Items] | |||||
Area of land | ft² | 3,150 | ||||
Forecast [Member] | |||||
Leases [Line Items] | |||||
Surrender fee | $ 43,864 |
Leases (Details) - Schedule of
Leases (Details) - Schedule of Lease Costs - USD ($) | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Schedule of Lease Costs [Abstract] | |||
Operating lease expense | $ 603,072 | $ 596,560 | |
Total lease costs | 603,072 | $ 596,560 | |
Assets | |||
Right of use asset – long term | 1,610,846 | $ 2,200,299 | |
Total right of use asset | 1,610,846 | 2,200,299 | |
Liabilities | |||
Operating lease liabilities – short term | 734,792 | 999,943 | |
Operating lease liabilities – long term | 745,121 | 1,041,744 | |
Total lease liability | $ 1,479,913 | $ 2,041,687 | |
Weighted average remaining lease term (in years) – operating leases | 1 year 8 months 19 days | ||
Weighted average discount rate – operating leases | 8% |
Leases (Details) - Schedule o_2
Leases (Details) - Schedule of Maturities of Leases - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 |
Schedule of Maturities of Leases [Abstract] | ||
2024 (remaining) | $ 379,100 | |
2025 | 710,546 | |
2026 | 423,930 | |
Total lease payments | 1,513,576 | |
Less imputed interest | (33,663) | |
Less current portion | (734,792) | $ (999,943) |
Total maturities, due beyond one year | $ 745,121 | $ 1,041,744 |
Commitments & Contingencies (De
Commitments & Contingencies (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||||||||||||||||||||||||||||||
Jun. 30, 2027 | Jun. 30, 2026 | Aug. 07, 2024 | Jul. 09, 2024 | Jun. 30, 2024 | May 24, 2024 | May 03, 2024 | May 02, 2024 | Apr. 01, 2024 | Feb. 16, 2024 | Jan. 24, 2024 | Jan. 17, 2024 | Jan. 04, 2024 | Dec. 29, 2023 | Sep. 30, 2023 | Sep. 07, 2023 | Aug. 31, 2023 | Jul. 19, 2022 | Aug. 31, 2021 | Jun. 30, 2020 | Jun. 30, 2023 | Jun. 30, 2022 | Jul. 31, 2020 | Mar. 31, 2019 | Jun. 30, 2024 | Mar. 31, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2018 | Jul. 01, 2024 | Jun. 17, 2024 | Apr. 30, 2024 | Mar. 05, 2024 | Dec. 31, 2023 | Mar. 31, 2022 | May 24, 2021 | Feb. 03, 2020 | |
Commitments & Contingencies [Line Items] | ||||||||||||||||||||||||||||||||||||||
License milestone payment due | $ 100,000 | $ 175,000 | $ 455,000 | |||||||||||||||||||||||||||||||||||
Milestone payment due | $ 175,000 | |||||||||||||||||||||||||||||||||||||
Extension fee | $ 100,000 | $ 100,000 | $ 100,000 | $ 100,000 | $ 100,000 | $ 100,000 | ||||||||||||||||||||||||||||||||
Final payment | $ 60,000 | $ 70,000 | ||||||||||||||||||||||||||||||||||||
Net Product percentage | 0.75% | |||||||||||||||||||||||||||||||||||||
Expiration period | 3 years | |||||||||||||||||||||||||||||||||||||
Payment obligation | $ 25,000 | |||||||||||||||||||||||||||||||||||||
Paid for the issuances of patents | $ 25,000 | |||||||||||||||||||||||||||||||||||||
Payment of milestone fees | 50,000 | |||||||||||||||||||||||||||||||||||||
Regulatory clearance | $ 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. | |||||||||||||||||||||||||||||||||||||
Common stock, shares (in Shares) | 1,993,741 | 1,993,741 | 1,993,741 | 1,318,968 | ||||||||||||||||||||||||||||||||||
Shares of warrant (in Shares) | 115 | 2,474,228 | 115 | 115 | ||||||||||||||||||||||||||||||||||
Preferred stock, shares issued (in Shares) | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||||||||||||
Acquired transaction | $ 1,008,669 | |||||||||||||||||||||||||||||||||||||
Preferred stock value | ||||||||||||||||||||||||||||||||||||||
Preferred stock par value (in Dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||||||||||||||||||||||||||
Aggregate shares (in Shares) | 6,000 | 332,876 | ||||||||||||||||||||||||||||||||||||
Fixed assets | $ 266,448 | $ 266,448 | $ 266,448 | |||||||||||||||||||||||||||||||||||
Preferred stock value | $ 5,970,443 | |||||||||||||||||||||||||||||||||||||
Amount of damaged stock | $ 2,000,000 | |||||||||||||||||||||||||||||||||||||
Settlement amount | $ 1,600,000 | |||||||||||||||||||||||||||||||||||||
Settlement shares (in Shares) | 328,468 | 296,296 | ||||||||||||||||||||||||||||||||||||
Warrants purchase, shares (in Shares) | 2,474,228 | |||||||||||||||||||||||||||||||||||||
Common stock par value (in Dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||||||||||||||||||||||||
Purchase price, per shares (in Dollars per share) | $ 2.47 | $ 4.85 | ||||||||||||||||||||||||||||||||||||
Assumed payable | $ 154,480 | |||||||||||||||||||||||||||||||||||||
Amortization of debt discount | $ 556,708 | $ 162,893 | $ 1,192,418 | $ 176,286 | ||||||||||||||||||||||||||||||||||
Unamortized discount | $ 662,720 | $ 662,720 | $ 662,720 | |||||||||||||||||||||||||||||||||||
Aggregate purchase price | $ 2,000,000 | |||||||||||||||||||||||||||||||||||||
Non purchase preferred shares (in Shares) | 2,000 | |||||||||||||||||||||||||||||||||||||
Gross proceeds | $ 4,900,000 | |||||||||||||||||||||||||||||||||||||
Transaction value percentage | 10% | |||||||||||||||||||||||||||||||||||||
Transaction value | $ 20,000,000 | |||||||||||||||||||||||||||||||||||||
Cash consideration per share (in Dollars per share) | $ 0.0467 | $ 0.0467 | $ 0.0467 | |||||||||||||||||||||||||||||||||||
Aggregate cash payment | $ 3,100,000 | |||||||||||||||||||||||||||||||||||||
Initial Payment | $ 1,000,000 | $ 1,000,000 | ||||||||||||||||||||||||||||||||||||
Percenatge of gross proceed | 40% | |||||||||||||||||||||||||||||||||||||
Capital amount | $ 1,000,000 | $ 1,500,000 | ||||||||||||||||||||||||||||||||||||
Aggregate purchase price | $ 150,000,000 | |||||||||||||||||||||||||||||||||||||
Outstanding percentage | 19.99% | 19.99% | 19.99% | |||||||||||||||||||||||||||||||||||
Warrant [Member] | ||||||||||||||||||||||||||||||||||||||
Commitments & Contingencies [Line Items] | ||||||||||||||||||||||||||||||||||||||
Shares of warrant (in Shares) | 551 | 1,237,114 | 551 | 551 | ||||||||||||||||||||||||||||||||||
Warrant value | $ 252,669 | |||||||||||||||||||||||||||||||||||||
Warrants purchase, shares (in Shares) | 1,237,114 | |||||||||||||||||||||||||||||||||||||
Exercise price, per shares (in Dollars per share) | $ 1.49 | $ 0.001 | ||||||||||||||||||||||||||||||||||||
License Agreement [Member] | ||||||||||||||||||||||||||||||||||||||
Commitments & Contingencies [Line Items] | ||||||||||||||||||||||||||||||||||||||
Net Product percentage | 1.50% | |||||||||||||||||||||||||||||||||||||
Common Stock [Member] | ||||||||||||||||||||||||||||||||||||||
Commitments & Contingencies [Line Items] | ||||||||||||||||||||||||||||||||||||||
Purchase shares (in Shares) | 10 | |||||||||||||||||||||||||||||||||||||
Common stock, shares (in Shares) | 187,000 | 187,000 | 187,000 | |||||||||||||||||||||||||||||||||||
Trading price | $ 256,000 | |||||||||||||||||||||||||||||||||||||
Shares of warrants (in Shares) | 50,000 | 50,000 | 50,000 | |||||||||||||||||||||||||||||||||||
Settlement shares (in Shares) | 296,296 | |||||||||||||||||||||||||||||||||||||
Common stock par value (in Dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||||||||||||||||||||||||||
Common Stock [Member] | Warrant [Member] | ||||||||||||||||||||||||||||||||||||||
Commitments & Contingencies [Line Items] | ||||||||||||||||||||||||||||||||||||||
Common stock, shares (in Shares) | 1,613,092 | |||||||||||||||||||||||||||||||||||||
Preferred Stock [Member] | ||||||||||||||||||||||||||||||||||||||
Commitments & Contingencies [Line Items] | ||||||||||||||||||||||||||||||||||||||
Preferred stock, shares issued (in Shares) | 5,000 | |||||||||||||||||||||||||||||||||||||
Preferred stock par value (in Dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||||||||||||||||||||||||||||
Brain Scientific Inc [Member] | ||||||||||||||||||||||||||||||||||||||
Commitments & Contingencies [Line Items] | ||||||||||||||||||||||||||||||||||||||
Acquired transaction | $ 5,703,995 | |||||||||||||||||||||||||||||||||||||
Stock Options [Member] | Preferred Stock [Member] | ||||||||||||||||||||||||||||||||||||||
Commitments & Contingencies [Line Items] | ||||||||||||||||||||||||||||||||||||||
Preferred stock, shares issued (in Shares) | 5,000 | 5,000 | 5,000 | |||||||||||||||||||||||||||||||||||
Preferred stock value | $ 500,000 | $ 500,000 | $ 500,000 | |||||||||||||||||||||||||||||||||||
Preferred stock par value (in Dollars per share) | $ 5,000 | $ 5,000 | $ 5,000 | |||||||||||||||||||||||||||||||||||
Private Placement [Member] | ||||||||||||||||||||||||||||||||||||||
Commitments & Contingencies [Line Items] | ||||||||||||||||||||||||||||||||||||||
Exercise price, per shares (in Dollars per share) | $ 3.24375 | |||||||||||||||||||||||||||||||||||||
Deposit | $ 1,000,000 | |||||||||||||||||||||||||||||||||||||
Offering costs | $ 400,000 | |||||||||||||||||||||||||||||||||||||
Forecast [Member] | ||||||||||||||||||||||||||||||||||||||
Commitments & Contingencies [Line Items] | ||||||||||||||||||||||||||||||||||||||
License milestone payment due | $ 500,000 | $ 500,000 | ||||||||||||||||||||||||||||||||||||
Notes Payable [Member] | ||||||||||||||||||||||||||||||||||||||
Commitments & Contingencies [Line Items] | ||||||||||||||||||||||||||||||||||||||
Unamortized discount | $ 0 | $ 0 | $ 0 | |||||||||||||||||||||||||||||||||||
Minimum [Member] | ||||||||||||||||||||||||||||||||||||||
Commitments & Contingencies [Line Items] | ||||||||||||||||||||||||||||||||||||||
Amount of payments | $ 2,200,000 | |||||||||||||||||||||||||||||||||||||
Aggregate amount | 2,500,000 | |||||||||||||||||||||||||||||||||||||
Maximum [Member] | ||||||||||||||||||||||||||||||||||||||
Commitments & Contingencies [Line Items] | ||||||||||||||||||||||||||||||||||||||
Amount of payments | 3,200,000 | |||||||||||||||||||||||||||||||||||||
Aggregate amount | 2,500,000 | |||||||||||||||||||||||||||||||||||||
2021 through 2024 [Member] | ||||||||||||||||||||||||||||||||||||||
Commitments & Contingencies [Line Items] | ||||||||||||||||||||||||||||||||||||||
Maintenance fee | 40,000 | |||||||||||||||||||||||||||||||||||||
2025 [Member] | ||||||||||||||||||||||||||||||||||||||
Commitments & Contingencies [Line Items] | ||||||||||||||||||||||||||||||||||||||
Maintenance fee | $ 60,000 | |||||||||||||||||||||||||||||||||||||
MDNA Lifesciences, Inc [Member] | ||||||||||||||||||||||||||||||||||||||
Commitments & Contingencies [Line Items] | ||||||||||||||||||||||||||||||||||||||
Fees amount | $ 3,200,000 | |||||||||||||||||||||||||||||||||||||
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 | 50,000 | 50,000 | 50,000 | ||||||||||||||||||||||||||||||||||
EvoFem Merger Agreement [Member] | ||||||||||||||||||||||||||||||||||||||
Commitments & Contingencies [Line Items] | ||||||||||||||||||||||||||||||||||||||
Aggregate shares (in Shares) | 610,000 | |||||||||||||||||||||||||||||||||||||
Common stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||||||||||||||||||||||||||
Notes payable | $ 13,000,000 | $ 13,000,000 | $ 13,000,000 | |||||||||||||||||||||||||||||||||||
Assumed payable | 154,480 | |||||||||||||||||||||||||||||||||||||
Amortization of debt discount | $ 1,924,276 | |||||||||||||||||||||||||||||||||||||
EvoFem Merger Agreement [Member] | Common Stock [Member] | ||||||||||||||||||||||||||||||||||||||
Commitments & Contingencies [Line Items] | ||||||||||||||||||||||||||||||||||||||
Common stock par value (in Dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||||||||||||||||||||||||||||
EvoFem Merger Agreement [Member] | Notes Payable [Member] | ||||||||||||||||||||||||||||||||||||||
Commitments & Contingencies [Line Items] | ||||||||||||||||||||||||||||||||||||||
Amortization of debt discount | $ 1,924,276 | $ 0 | ||||||||||||||||||||||||||||||||||||
Appili Arrangement Agreement [Member] | ||||||||||||||||||||||||||||||||||||||
Commitments & Contingencies [Line Items] | ||||||||||||||||||||||||||||||||||||||
Aggregate shares (in Shares) | 0.002745004 | |||||||||||||||||||||||||||||||||||||
Aggregate cash payment | $ 5,668,222 | |||||||||||||||||||||||||||||||||||||
Aggregate amount | $ 341,000 | |||||||||||||||||||||||||||||||||||||
Article VI of the Merger Agreement [Member] | ||||||||||||||||||||||||||||||||||||||
Commitments & Contingencies [Line Items] | ||||||||||||||||||||||||||||||||||||||
Aggregate shares (in Shares) | 2,500 | |||||||||||||||||||||||||||||||||||||
Capital amount | $ 1,000,000 | $ 1,500,000 | ||||||||||||||||||||||||||||||||||||
ELOC Purchase Agreement [Member] | ||||||||||||||||||||||||||||||||||||||
Commitments & Contingencies [Line Items] | ||||||||||||||||||||||||||||||||||||||
Outstanding percentage | 4.99% | 4.99% | 4.99% | |||||||||||||||||||||||||||||||||||
Dawson James Securities, Inc. [Member] | ||||||||||||||||||||||||||||||||||||||
Commitments & Contingencies [Line Items] | ||||||||||||||||||||||||||||||||||||||
Fees amount | $ 1,850,000 | |||||||||||||||||||||||||||||||||||||
Transaction value percentage | 5% | |||||||||||||||||||||||||||||||||||||
Transaction value | $ 20,000,000 | |||||||||||||||||||||||||||||||||||||
Common Stock [Member] | ||||||||||||||||||||||||||||||||||||||
Commitments & Contingencies [Line Items] | ||||||||||||||||||||||||||||||||||||||
Common stock par value (in Dollars per share) | $ 0.001 | |||||||||||||||||||||||||||||||||||||
Issuance of common stock (in Shares) | 2,292 | |||||||||||||||||||||||||||||||||||||
Common Stock [Member] | Loma Linda University [Member] | ||||||||||||||||||||||||||||||||||||||
Commitments & Contingencies [Line Items] | ||||||||||||||||||||||||||||||||||||||
Purchase shares (in Shares) | 13 | |||||||||||||||||||||||||||||||||||||
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, shares issued (in Shares) | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||||||||||||
Preferred stock value | ||||||||||||||||||||||||||||||||||||||
Preferred stock par value (in Dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||||||||||||||||||||||||||
Preferred stock value | $ 5,970,443 | |||||||||||||||||||||||||||||||||||||
Warrants purchase, shares (in Shares) | 1 | |||||||||||||||||||||||||||||||||||||
Series B-1 Preferred Stock [Member] | Preferred Stock [Member] | ||||||||||||||||||||||||||||||||||||||
Commitments & Contingencies [Line Items] | ||||||||||||||||||||||||||||||||||||||
Purchase shares (in Shares) | 6,000 | |||||||||||||||||||||||||||||||||||||
Preferred stock par value (in Dollars per share) | 1,000 | 1,000 | $ 1,000 | |||||||||||||||||||||||||||||||||||
Series E-1 Preferred Stock [Member] | ||||||||||||||||||||||||||||||||||||||
Commitments & Contingencies [Line Items] | ||||||||||||||||||||||||||||||||||||||
Preferred stock par value (in Dollars per share) | 0.0001 | 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 | 0.0001 | |||||||||||||||||||||||||||||||||||
Series A-1 Preferred Stock [Member] | ||||||||||||||||||||||||||||||||||||||
Commitments & Contingencies [Line Items] | ||||||||||||||||||||||||||||||||||||||
Preferred stock par value (in Dollars per share) | 0.001 | 0.001 | $ 0.001 | |||||||||||||||||||||||||||||||||||
Aggregate shares (in Shares) | 2,327 | |||||||||||||||||||||||||||||||||||||
Series A-1 Preferred Stock [Member] | Common Stock [Member] | ||||||||||||||||||||||||||||||||||||||
Commitments & Contingencies [Line Items] | ||||||||||||||||||||||||||||||||||||||
Common stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||||||||||||||||||||||||||
Series A-1 Preferred Stock [Member] | Preferred Stock [Member] | ||||||||||||||||||||||||||||||||||||||
Commitments & Contingencies [Line Items] | ||||||||||||||||||||||||||||||||||||||
Preferred stock value | $ 1,000 | $ 1,000 | $ 1,000 | |||||||||||||||||||||||||||||||||||
Preferred stock par value (in Dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||||||||||||||||||||||||||||
Series A-1 Preferred Stock [Member] | EvoFem Merger Agreement [Member] | ||||||||||||||||||||||||||||||||||||||
Commitments & Contingencies [Line Items] | ||||||||||||||||||||||||||||||||||||||
Preferred stock par value (in Dollars per share) | 0.001 | 0.001 | $ 0.001 | |||||||||||||||||||||||||||||||||||
Aggregate shares (in Shares) | 2,327 | |||||||||||||||||||||||||||||||||||||
Series F-1 Preferred Stock [Member] | ||||||||||||||||||||||||||||||||||||||
Commitments & Contingencies [Line Items] | ||||||||||||||||||||||||||||||||||||||
Purchase shares (in Shares) | 2,000 | |||||||||||||||||||||||||||||||||||||
Preferred stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||||||||||||||||||||||||||
Series F-1 Preferred Stock [Member] | Preferred Stock [Member] | ||||||||||||||||||||||||||||||||||||||
Commitments & Contingencies [Line Items] | ||||||||||||||||||||||||||||||||||||||
Shares issued (in Shares) | 1,500 | |||||||||||||||||||||||||||||||||||||
PIPE Securities Agreement [Member] | ||||||||||||||||||||||||||||||||||||||
Commitments & Contingencies [Line Items] | ||||||||||||||||||||||||||||||||||||||
Liquidated damages | $ 667,000 | |||||||||||||||||||||||||||||||||||||
ELOC Purchase Agreement [Member] | ||||||||||||||||||||||||||||||||||||||
Commitments & Contingencies [Line Items] | ||||||||||||||||||||||||||||||||||||||
Issuance of common stock (in Shares) | 332,876 |
Stockholders_ Equity (Details)
Stockholders’ Equity (Details) - Detail 1 | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||||||||||||||||
Jul. 09, 2024 $ / shares | Jun. 20, 2024 USD ($) | May 31, 2024 USD ($) | May 24, 2024 USD ($) shares | May 02, 2024 USD ($) $ / shares shares | Jan. 24, 2024 shares | Jan. 17, 2024 shares | Jan. 02, 2024 USD ($) | Dec. 29, 2023 USD ($) $ / shares shares | Dec. 18, 2023 shares | Nov. 22, 2023 shares | Aug. 31, 2023 USD ($) $ / shares shares | Mar. 31, 2024 shares | Jun. 30, 2023 shares | Mar. 31, 2023 shares | Jun. 30, 2024 USD ($) $ / shares $ / item shares | Jun. 30, 2023 USD ($) shares | Dec. 22, 2023 $ / shares shares | Aug. 07, 2024 shares | Dec. 31, 2023 USD ($) $ / shares shares | Aug. 31, 2021 $ / 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 | ||||||||||||||||||
Common stock, shares authorized | 100,000,000 | 100,000,000 | ||||||||||||||||||||
Common stock share issued | 1,993,741 | 1,318,968 | ||||||||||||||||||||
Stock based compensation for consulting services (in Dollars) | $ | $ 168,300 | |||||||||||||||||||||
Restricted stock units | 85 | |||||||||||||||||||||
Warrants to purchase of common stock | 2,474,228 | 115 | ||||||||||||||||||||
Exercise price per share (in Dollars per share) | $ / shares | $ 0.001 | $ 6,000 | $ 3,000 | |||||||||||||||||||
Share price (in Dollars per share) | $ / shares | $ 4.85 | |||||||||||||||||||||
Proceeds from private placement (in Dollars) | $ | $ 4,200,000 | $ 5,400,000 | $ 9,000,000 | $ 5,500,000 | ||||||||||||||||||
Exercisable period | 3 years | |||||||||||||||||||||
Initial exercise price (in Dollars per share) | $ / shares | $ 2.47 | $ 4.85 | ||||||||||||||||||||
Percentage of investor’s purchase price | 2% | |||||||||||||||||||||
Original issuance discount (in Dollars) | $ | $ 211,382 | |||||||||||||||||||||
Issuance of common stock | 328,468 | 296,296 | ||||||||||||||||||||
Principal outstanding (in Dollars) | $ | $ 116,806 | $ 986,380 | $ 5,000,000 | |||||||||||||||||||
Preferred stock, shares authorized | 3,000,000 | 3,000,000 | ||||||||||||||||||||
Preferred stock, par value (in Dollars per share) | $ / shares | $ 0.001 | $ 0.001 | ||||||||||||||||||||
Preferred stock outstanding | 0 | 0 | ||||||||||||||||||||
Aggregate shares | 6,000 | 332,876 | ||||||||||||||||||||
Preferred stock value (in Dollars) | $ | ||||||||||||||||||||||
Conversion price per share (in Dollars per share) | $ / shares | $ 4.06 | |||||||||||||||||||||
Payments of amount (in Dollars) | $ | $ 500,000 | |||||||||||||||||||||
Excess of amount (in Dollars) | $ | $ 100,000 | |||||||||||||||||||||
Percentage of stock conversion | 125% | |||||||||||||||||||||
Preferred stock redemption percentage | 115% | |||||||||||||||||||||
May Senior Notes [Member] | ||||||||||||||||||||||
Stockholders’ Equity [Line Items] | ||||||||||||||||||||||
Maturity date | Aug. 22, 2024 | |||||||||||||||||||||
Interest rate | 14% | 125% | ||||||||||||||||||||
Principal outstanding (in Dollars) | $ | $ 986,381 | |||||||||||||||||||||
Conversion Price [Member] | ||||||||||||||||||||||
Stockholders’ Equity [Line Items] | ||||||||||||||||||||||
Redemption premium percentage | 25% | |||||||||||||||||||||
Aggregate amount (in Dollars) | $ | $ 500,000 | |||||||||||||||||||||
Pre-Funded Warrants [Member] | ||||||||||||||||||||||
Stockholders’ Equity [Line Items] | ||||||||||||||||||||||
Warrants to purchase of common stock | 1,237,114 | 1,000,000 | ||||||||||||||||||||
Exercise price per share (in Dollars per share) | $ / shares | $ 0.001 | $ 6.0625 | ||||||||||||||||||||
Certain Outstanding Warrants [Member] | ||||||||||||||||||||||
Stockholders’ Equity [Line Items] | ||||||||||||||||||||||
Share price (in Dollars per share) | $ / shares | $ 4.6 | |||||||||||||||||||||
Warrant [Member] | ||||||||||||||||||||||
Stockholders’ Equity [Line Items] | ||||||||||||||||||||||
Warrants to purchase of common stock | 1,237,114 | 551 | ||||||||||||||||||||
Exercise price per share (in Dollars per share) | $ / shares | $ 34.4 | $ 5,060 | ||||||||||||||||||||
Exercise price of warrant (in Dollars per share) | $ / shares | $ 1.49 | $ 0.001 | ||||||||||||||||||||
Minimum [Member] | ||||||||||||||||||||||
Stockholders’ Equity [Line Items] | ||||||||||||||||||||||
Common stock, shares authorized | 100,000,000 | 27,000,000 | ||||||||||||||||||||
Aggregate amount (in Dollars) | $ | $ 2,500,000 | |||||||||||||||||||||
Maximum [Member] | ||||||||||||||||||||||
Stockholders’ Equity [Line Items] | ||||||||||||||||||||||
Common stock, shares authorized | 1,000,000,000 | 100,000,000 | ||||||||||||||||||||
Aggregate amount (in Dollars) | $ | $ 2,500,000 | |||||||||||||||||||||
Common Stock [Member] | ||||||||||||||||||||||
Stockholders’ Equity [Line Items] | ||||||||||||||||||||||
Common stock, par value (in Dollars per share) | $ / shares | $ 0.001 | $ 0.001 | ||||||||||||||||||||
Common stock share issued | 187,000 | 187,000 | ||||||||||||||||||||
Restricted stock units | 42 | 44 | ||||||||||||||||||||
Compensation for restricted stock (in Dollars) | $ | $ 214,451 | |||||||||||||||||||||
Share price (in Dollars per share) | $ / shares | $ 0.125 | |||||||||||||||||||||
Issuance of common stock | 296,296 | |||||||||||||||||||||
Aggregate of shares | 610,000 | |||||||||||||||||||||
Common Stock [Member] | Pre-Funded Warrants [Member] | ||||||||||||||||||||||
Stockholders’ Equity [Line Items] | ||||||||||||||||||||||
Warrants to purchase of common stock | 74,227 | |||||||||||||||||||||
Common Stock [Member] | Warrant [Member] | ||||||||||||||||||||||
Stockholders’ Equity [Line Items] | ||||||||||||||||||||||
Common stock share issued | 1,613,092 | |||||||||||||||||||||
Preferred Stock [Member] | ||||||||||||||||||||||
Stockholders’ Equity [Line Items] | ||||||||||||||||||||||
Preferred stock, shares authorized | 3,000,000 | |||||||||||||||||||||
Preferred stock, par value (in Dollars per share) | $ / shares | $ 0.001 | |||||||||||||||||||||
Preferred stock outstanding | 39,277 | |||||||||||||||||||||
Preferred Stock [Member] | Senior Notes [Member] | ||||||||||||||||||||||
Stockholders’ Equity [Line Items] | ||||||||||||||||||||||
Preferred stock outstanding | 24,905 | |||||||||||||||||||||
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 | |||||||||||||||||||||
Common stock share issued | 50,000 | |||||||||||||||||||||
Pearsanta Omnibus Incentive Plan [Member] | Common Stock [Member] | ||||||||||||||||||||||
Stockholders’ Equity [Line Items] | ||||||||||||||||||||||
Common stock share issued | 296,296 | |||||||||||||||||||||
Pearsanta Parent Service Provider Plan [Member] | ||||||||||||||||||||||
Stockholders’ Equity [Line Items] | ||||||||||||||||||||||
Exercisable options | 9,320,000 | |||||||||||||||||||||
Pearsanta™, Inc. [Member] | ||||||||||||||||||||||
Stockholders’ Equity [Line Items] | ||||||||||||||||||||||
Shares issued | 500,000 | |||||||||||||||||||||
Series C-1 Convertible Preferred Stock [Member] | ||||||||||||||||||||||
Stockholders’ Equity [Line Items] | ||||||||||||||||||||||
Convertible preferred stock | 4,186 | |||||||||||||||||||||
Series D-1 Preferred Stock ]Member] | ||||||||||||||||||||||
Stockholders’ Equity [Line Items] | ||||||||||||||||||||||
Convertible preferred stock | 4,186 | |||||||||||||||||||||
Preferred stock, shares authorized | 4,186 | 4,186 | ||||||||||||||||||||
Preferred stock, par value (in Dollars per share) | $ / shares | $ 0.001 | $ 0.001 | ||||||||||||||||||||
Preferred stock outstanding | 4,186 | 0 | ||||||||||||||||||||
Preferred stock value (in Dollars) | $ | $ 4 | |||||||||||||||||||||
Series D-1 Preferred Stock ]Member] | Preferred Stock [Member] | ||||||||||||||||||||||
Stockholders’ Equity [Line Items] | ||||||||||||||||||||||
Preferred stock outstanding | 4,186 | |||||||||||||||||||||
Series A-1 Preferred Stock [Member] | ||||||||||||||||||||||
Stockholders’ Equity [Line Items] | ||||||||||||||||||||||
Preferred stock, par value (in Dollars per share) | $ / shares | $ 0.001 | |||||||||||||||||||||
Aggregate shares | 2,327 | |||||||||||||||||||||
Series A-1 preferred stock designated shares | 22,280 | |||||||||||||||||||||
Conversion price per share (in Dollars per share) | $ / shares | $ 4.44 | |||||||||||||||||||||
Floor price (in Dollars per Item) | $ / item | 0.888 | |||||||||||||||||||||
Volume weighted average price percentage | 80% | |||||||||||||||||||||
Percentage of stock conversion | 125% | |||||||||||||||||||||
Preferred stock redemption percentage | 115% | |||||||||||||||||||||
Series A-1 Preferred Stock [Member] | Common Stock [Member] | ||||||||||||||||||||||
Stockholders’ Equity [Line Items] | ||||||||||||||||||||||
Common stock, par value (in Dollars per share) | $ / shares | $ 0.0001 | |||||||||||||||||||||
Series A-1 Preferred Stock [Member] | Preferred Stock [Member] | ||||||||||||||||||||||
Stockholders’ Equity [Line Items] | ||||||||||||||||||||||
Preferred stock, par value (in Dollars per share) | $ / shares | $ 0.001 | |||||||||||||||||||||
Preferred stock value (in Dollars) | $ | $ 1,000 | |||||||||||||||||||||
Series E-1 Preferred Stock [Member] | ||||||||||||||||||||||
Stockholders’ Equity [Line Items] | ||||||||||||||||||||||
Preferred stock, par value (in Dollars per share) | $ / shares | $ 0.0001 | |||||||||||||||||||||
Series F-1 Convertible Preferred Stock [Member] | ||||||||||||||||||||||
Stockholders’ Equity [Line Items] | ||||||||||||||||||||||
Aggregate of shares | 22,280 | |||||||||||||||||||||
Series F-1 Preferred Stock [Member] | ||||||||||||||||||||||
Stockholders’ Equity [Line Items] | ||||||||||||||||||||||
Preferred stock, par value (in Dollars per share) | $ / shares | $ 0.0001 | |||||||||||||||||||||
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 | ||||||||||||||||||||
Preferred stock, par value (in Dollars per share) | $ / shares | $ 0.001 | $ 0.001 | ||||||||||||||||||||
Preferred stock outstanding | 22,280 | 22,280 | ||||||||||||||||||||
Convertible preferred stock par value (in Dollars per share) | $ / shares | $ 0.001 | |||||||||||||||||||||
Preferred stock value (in Dollars) | $ | $ 22 | $ 22 | ||||||||||||||||||||
Series A-1 Convertible Preferred Stock [Member] | Preferred Stock [Member] | ||||||||||||||||||||||
Stockholders’ Equity [Line Items] | ||||||||||||||||||||||
Preferred stock outstanding | 22,280 | |||||||||||||||||||||
Private Placement [Member] | ||||||||||||||||||||||
Stockholders’ Equity [Line Items] | ||||||||||||||||||||||
Proceeds from private placement (in Dollars) | $ | $ 4,200,000 | |||||||||||||||||||||
Aggregate gross proceeds percentage | 7% | |||||||||||||||||||||
Percentage of private placement | 5% | |||||||||||||||||||||
Exercise price of warrant (in Dollars per share) | $ / shares | $ 3.24375 | |||||||||||||||||||||
Private Placement [Member] | Evofem Biosciences, Inc. [Member] | ||||||||||||||||||||||
Stockholders’ Equity [Line Items] | ||||||||||||||||||||||
Proceeds from private placement (in Dollars) | $ | $ 1,000,000 |
Stockholders_ Equity (Details_2
Stockholders’ Equity (Details) - Detail 2 | 6 Months Ended | ||||
Dec. 29, 2023 $ / shares shares | Oct. 07, 2022 USD ($) shares | Jul. 19, 2022 USD ($) $ / shares shares | Jun. 30, 2024 USD ($) $ / shares $ / item shares | Dec. 31, 2023 USD ($) $ / shares shares | |
Stockholders’ Equity [Line Items] | |||||
Common stock outstanding owned percentage | 4.99% | ||||
Sale of shares | shares | 2,474,228 | ||||
Preferred stock, par value (in Dollars per share) | $ / shares | $ 0.001 | $ 0.001 | |||
Preferred stock value (in Dollars) | |||||
Conversion price per share (in Dollars per share) | $ / shares | $ 4.06 | ||||
Payment of excess money (in Dollars) | $ 500,000 | ||||
Percentage of stock conversion | 125% | ||||
Preferred stock redemption percentage | 115% | ||||
Preferred stock, shares authorized | shares | 3,000,000 | 3,000,000 | |||
Excess of amount (in Dollars) | $ 100,000 | ||||
Warrant [Member] | |||||
Stockholders’ Equity [Line Items] | |||||
Common stock outstanding owned percentage | 4.99% | ||||
Sale of shares | shares | 1,237,114 | ||||
Conversion Price [Member] | |||||
Stockholders’ Equity [Line Items] | |||||
Redemption premium percentage | 25% | ||||
Aggregate amount (in Dollars) | $ 500,000 | ||||
Series B Preferred Stock [Member] | |||||
Stockholders’ Equity [Line Items] | |||||
Sale of shares | shares | 1 | ||||
Preferred stock, par value (in Dollars per share) | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | ||
Cash received (in Dollars) | $ 20,000 | ||||
Number of preferred stock votes | 250,000,000 | ||||
Consideration amount (in Dollars) | $ 20,000 | ||||
Redemption amount paid (in Dollars) | $ 20,000 | ||||
Number of shares redeemed | shares | 1 | ||||
Redemption date | September 13, 2022 | ||||
Preferred stock value (in Dollars) | |||||
Preferred stock, shares authorized | shares | 1 | 1 | |||
Series B-1 Preferred Stock Certificate of Designation [Member] | |||||
Stockholders’ Equity [Line Items] | |||||
Preferred stock, par value (in Dollars per share) | $ / shares | $ 0.001 | ||||
Series A-1 preferred stock designated shares | shares | 6,000 | ||||
Preferred stock value (in Dollars) | $ 1,000 | ||||
Series B-1 Preferred Stock [Member] | |||||
Stockholders’ Equity [Line Items] | |||||
Floor price (in Dollars per Item) | $ / item | 0.942 | ||||
Volume weighted average price percentage | 80% | ||||
Series B-1 Preferred Stock [Member] | Conversion Price [Member] | |||||
Stockholders’ Equity [Line Items] | |||||
Redemption premium percentage | 125% | ||||
Series C-1 Preferred Stock [Member] | |||||
Stockholders’ Equity [Line Items] | |||||
Preferred stock, par value (in Dollars per share) | $ / shares | $ 0.001 | $ 0.001 | |||
Preferred stock value (in Dollars) | $ 4 | ||||
Conversion price per share (in Dollars per share) | $ / shares | $ 2.595 | ||||
Aggregate amount (in Dollars) | $ 500,000 | ||||
Preferred stock, shares authorized | shares | 10,853 | 10,853 | |||
Series B-2 Preferred Stock [Member] | |||||
Stockholders’ Equity [Line Items] | |||||
Common stock outstanding owned percentage | 4.99% | ||||
Preferred stock, par value (in Dollars per share) | $ / shares | $ 0.001 | $ 0.001 | |||
Preferred stock value (in Dollars) | $ 1,000 | ||||
Conversion price per share (in Dollars per share) | $ / shares | $ 4.71 | ||||
Redemption premium percentage | 125% | ||||
Aggregate amount (in Dollars) | $ 500,000 | ||||
Floor price (in Dollars per Item) | $ / item | 0.942 | ||||
Volume weighted average price percentage | 80% | ||||
Percentage of stock conversion | 125% | ||||
Preferred stock redemption percentage | 115% | ||||
Shares of convertible preferred stock | shares | 2,625 | ||||
Preferred stock, shares authorized | shares | 2,625 | ||||
Excess of amount (in Dollars) | $ 500,000 |
Stockholders_ Equity (Details_3
Stockholders’ Equity (Details) - Detail 3 | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||||||||
Dec. 29, 2023 $ / shares shares | Dec. 18, 2023 $ / shares shares | Jul. 11, 2023 USD ($) $ / shares shares | Feb. 24, 2021 $ / shares shares | Oct. 31, 2017 shares | Jun. 30, 2024 USD ($) $ / shares shares | Jun. 30, 2023 USD ($) shares | Jun. 30, 2024 USD ($) $ / shares shares | Jun. 30, 2023 USD ($) shares | May 02, 2024 $ / shares | Dec. 31, 2023 $ / shares shares | May 24, 2021 $ / shares | |
Stockholders’ Equity [Line Items] | ||||||||||||
Common stock outstanding owned percentage | 4.99% | |||||||||||
Sale of shares | shares | 2,474,228 | |||||||||||
Preferred stock, par value (in Dollars per share) | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||
Preferred stock, shares authorized | shares | 3,000,000 | 3,000,000 | 3,000,000 | |||||||||
Conversion price per share (in Dollars per share) | $ / shares | $ 4.06 | $ 4.06 | ||||||||||
Percentage of redemption premium | 25% | |||||||||||
Excess payment (in Dollars) | $ 500,000 | |||||||||||
Floor price (in Dollars per share) | $ / shares | $ 0.519 | |||||||||||
Percentage of volume weighted average price | 80% | |||||||||||
Percentage of conversion amount | 125% | |||||||||||
Percentage of preferred stock | 115% | |||||||||||
Excess of maximum percentage | 4.99% | |||||||||||
Common stock share issued | shares | 1,993,741 | 1,993,741 | 1,318,968 | |||||||||
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 | |||||||||||
Weighted average vesting term | 1 year 8 months 1 day | |||||||||||
General and administrative (in Dollars) | $ 4,419,545 | $ 3,671,083 | $ 7,783,293 | $ 8,039,926 | ||||||||
Option [Member] | ||||||||||||
Stockholders’ Equity [Line Items] | ||||||||||||
Exercisable options | shares | 10,654,000 | 10,654,000 | ||||||||||
Weighted average exercise price (in Dollars per share) | $ / shares | $ 0.02 | $ 0.02 | ||||||||||
Common Stock [Member] | ||||||||||||
Stockholders’ Equity [Line Items] | ||||||||||||
Common stock share issued | shares | 187,000 | 187,000 | ||||||||||
Common stock, par value (in Dollars per share) | $ / shares | $ 0.001 | $ 0.001 | $ 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% | |||||||||||
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 | ||||||||||
Vesting expense (in Dollars) | $ 4,905 | |||||||||||
General and administrative expenses (in Dollars) | 4,905 | $ 28,668 | $ 48,858 | |||||||||
Recognized stock-based compensation expense (in Dollars) | $ 28,668 | |||||||||||
Research and development (in Dollars) | 71,070 | |||||||||||
recognized stock-based compensation expense related to options granted and vesting expense (in Dollars) | 119,928 | |||||||||||
Restricted stock vested | shares | ||||||||||||
Restricted Stock Units [Member] | ||||||||||||
Stockholders’ Equity [Line Items] | ||||||||||||
Vesting expense (in Dollars) | $ 2 | $ 103,264 | ||||||||||
General and administrative expenses (in Dollars) | $ 2 | |||||||||||
Share based payment remaining expenses (in Dollars) | $ 28 | |||||||||||
Weighted average vesting term | 9 months 29 days | |||||||||||
Stock-based compensation expense recognized (in Dollars) | $ 2 | $ 214,451 | ||||||||||
General and administrative (in Dollars) | $ 2 | |||||||||||
Restricted stock granted | shares | 18 | 18 | ||||||||||
Restricted stock vested | shares | 8 | |||||||||||
Issue of common stock | shares | 8 | 85 | 8 | 85 | ||||||||
Restricted Stock Units [Member] | Common Stock [Member] | ||||||||||||
Stockholders’ Equity [Line Items] | ||||||||||||
Restricted stock vested | shares | 3,400 | 8 | 85 | |||||||||
Research and Development Expense [Member] | ||||||||||||
Stockholders’ Equity [Line Items] | ||||||||||||
Stock-based compensation expense recognized (in Dollars) | $ 0 | $ 53,540 | $ 6,712,663 | $ 116,173 | ||||||||
Research and Development Expense [Member] | Nonvested Stock Options [Member] | ||||||||||||
Stockholders’ Equity [Line Items] | ||||||||||||
Share based payment remaining expenses (in Dollars) | 49,145 | |||||||||||
Research and development (in Dollars) | 35,535 | |||||||||||
General and Administrative Expense [Member] | ||||||||||||
Stockholders’ Equity [Line Items] | ||||||||||||
Stock-based compensation expense recognized (in Dollars) | $ 4,097 | 107,156 | $ 28,670 | $ 381,471 | ||||||||
General and Administrative Expense [Member] | Nonvested Stock Options [Member] | ||||||||||||
Stockholders’ Equity [Line Items] | ||||||||||||
General and administrative expenses (in Dollars) | $ 24,429 | |||||||||||
Series B-2 Preferred Stock [Member] | ||||||||||||
Stockholders’ Equity [Line Items] | ||||||||||||
Common stock outstanding owned percentage | 4.99% | |||||||||||
Preferred stock, par value (in Dollars per share) | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||
Preferred stock, shares authorized | shares | 2,625 | 2,625 | ||||||||||
Conversion price per share (in Dollars per share) | $ / shares | $ 4.71 | $ 4.71 | ||||||||||
Aggregate amount (in Dollars) | $ 500,000 | |||||||||||
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 | |||||||||||
Preferred stock, shares authorized | shares | 1 | 1 | 1 | |||||||||
Series C-1 Preferred Stock [Member] | ||||||||||||
Stockholders’ Equity [Line Items] | ||||||||||||
Preferred stock, par value (in Dollars per share) | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||
Preferred stock, shares authorized | shares | 10,853 | 10,853 | 10,853 | |||||||||
Preferred stock stated value (in Dollars) | $ 1,000 | $ 1,000 | ||||||||||
Conversion price per share (in Dollars per share) | $ / shares | $ 2.595 | $ 2.595 | ||||||||||
Aggregate amount (in Dollars) | $ 500,000 | |||||||||||
Series D-1 Preferred Stock ]Member] | ||||||||||||
Stockholders’ Equity [Line Items] | ||||||||||||
Number of preferred stock votes | 418,600,000 | |||||||||||
Preferred stock, par value (in Dollars per share) | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||
Preferred stock, shares authorized | shares | 4,186 | 4,186 | 4,186 | |||||||||
Preferred stock consideration price (in Dollars per share) | $ / shares | $ 0.01 |
Stockholders_ Equity (Details_4
Stockholders’ Equity (Details) - Schedule of Preferred Stock Outstanding - Preferred Stock [Member] | Jun. 30, 2024 shares |
Schedule of Preferred Stock Outstanding [Line Items] | |
Total Aditxt Preferred Shares Outstanding | 39,277 |
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 | |
Series C-1 Preferred Stock [Member] | |
Schedule of Preferred Stock Outstanding [Line Items] | |
Total Aditxt Preferred Shares Outstanding | 4,186 |
Series D-1 Preferred Stock ]Member] | |
Schedule of Preferred Stock Outstanding [Line Items] | |
Total Aditxt Preferred Shares Outstanding | 4,186 |
Stockholders_ Equity (Details_5
Stockholders’ Equity (Details) - Schedule of Analysis of the Stock Option Grant Activity under the Plan | 6 Months Ended |
Jun. 30, 2024 $ / shares shares | |
Schedule of Analysis of the Stock Option Grant Activity under the Plan [Line Items] | |
Number, Outstanding Begining balance | shares | 45,572 |
Weighted Average Exercise Price, Outstanding Begining balance | $ / shares | $ 173.12 |
Weighted Average Remaining Life, Outstanding Begining balance | 9 years 8 months 26 days |
Number, Granted | shares | |
Weighted Average Exercise Price, Granted | $ / shares | |
Number, Exercised | shares | |
Weighted Average Exercise Price, Exercised | $ / shares | |
Number, Expired or forfeited | shares | |
Weighted Average Exercise Price, Expired or forfeited | $ / shares | |
Number, Outstanding Ending balance | shares | 45,572 |
Weighted Average Exercise Price, Outstanding Ending balance | $ / shares | $ 173.12 |
Weighted Average Remaining Life, Outstanding Ending balance | 9 years 2 months 26 days |
Warrant [Member] | |
Schedule of Analysis of the Stock Option Grant Activity under the Plan [Line Items] | |
Number, Outstanding Begining balance | shares | 5,047,450 |
Weighted Average Exercise Price, Outstanding Begining balance | $ / shares | $ 14.11 |
Weighted Average Remaining Life, Outstanding Begining balance | 2 years 8 months 23 days |
Number, Granted | shares | 1,840,531 |
Weighted Average Exercise Price, Granted | $ / shares | $ 2.18 |
Weighted Average Remaining Life, Granted | 4 years 9 months 29 days |
Number, Exercised | shares | |
Weighted Average Exercise Price, Exercised | $ / shares | |
Number, Expired or forfeited | shares | (400) |
Weighted Average Exercise Price, Expired or forfeited | $ / shares | $ 400 |
Number, Outstanding Ending balance | shares | 6,887,581 |
Weighted Average Exercise Price, Outstanding Ending balance | $ / shares | $ 10.63 |
Weighted Average Remaining Life, Outstanding Ending balance | 3 years 3 days |
Pearsanta Plans [Member] | |
Schedule of Analysis of the Stock Option Grant Activity under the Plan [Line Items] | |
Number, Outstanding Begining balance | shares | 13,320,000 |
Weighted Average Exercise Price, Outstanding Begining balance | $ / shares | $ 0.02 |
Weighted Average Remaining Life, Outstanding Begining balance | 9 years 11 months 19 days |
Number, Granted | shares | |
Weighted Average Exercise Price, Granted | $ / shares | |
Weighted Average Remaining Life, Granted | |
Number, Exercised | shares | |
Weighted Average Exercise Price, Exercised | $ / shares | |
Number, Expired or forfeited | shares | |
Weighted Average Exercise Price, Expired or forfeited | $ / shares | |
Number, Outstanding Ending balance | shares | 13,320,000 |
Weighted Average Exercise Price, Outstanding Ending balance | $ / shares | $ 0.02 |
Weighted Average Remaining Life, Outstanding Ending balance | 9 years 5 months 19 days |
Stockholders_ Equity (Details_6
Stockholders’ Equity (Details) - Schedule of Nonvested Stock Options, Warrants and Restricted Stock Units | 6 Months Ended |
Jun. 30, 2024 $ / shares shares | |
Nonvested Stock Options [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Number, Nonvested at beginning balance | shares | |
Weighted- Average Exercise Price, Nonvested at beginning balance | $ / shares | |
Number, Granted | shares | |
Weighted- Average Exercise Price, Granted | $ / shares | |
Number, Vested | shares | |
Weighted- Average Exercise Price, Vested | $ / shares | |
Number, Forfeited | shares | |
Weighted- Average Exercise Price, Forfeited | $ / shares | |
Number, Nonvested at ending balance | shares | |
Weighted- Average Exercise Price, Nonvested at ending balance | $ / shares | |
Nonvested Stock Options [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Number, Nonvested at beginning balance | shares | 4,000,000 |
Weighted- Average Exercise Price, Nonvested at beginning balance | $ / shares | $ 0.02 |
Number, Granted | shares | |
Weighted- Average Exercise Price, Granted | $ / shares | |
Number, Vested | shares | (1,334,000) |
Weighted- Average Exercise Price, Vested | $ / shares | $ 0.02 |
Number, Forfeited | shares | |
Weighted- Average Exercise Price, Forfeited | $ / shares | |
Number, Nonvested at ending balance | shares | 2,666,000 |
Weighted- Average Exercise Price, Nonvested at ending balance | $ / shares | $ 0.02 |
Nonvested Warrants [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Number, Nonvested at beginning balance | shares | |
Weighted- Average Exercise Price, Nonvested at beginning balance | $ / shares | |
Number, Granted | shares | 1,840,531 |
Weighted- Average Exercise Price, Granted | $ / shares | $ 2.18 |
Number, Vested | shares | (50,000) |
Weighted- Average Exercise Price, Vested | $ / shares | $ 5.23 |
Number, Forfeited | shares | |
Weighted- Average Exercise Price, Forfeited | $ / shares | |
Number, Nonvested at ending balance | shares | 1,790,531 |
Weighted- Average Exercise Price, Nonvested at ending balance | $ / shares | $ 2.1 |
Nonvested RSUs [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Number, Nonvested at beginning balance | shares | |
Weighted- Average Exercise Price, Nonvested at beginning balance | $ / shares | |
Number, Granted | shares | 18 |
Weighted- Average Exercise Price, Granted | $ / shares | $ 1.92 |
Number, Vested | shares | (8) |
Weighted- Average Exercise Price, Vested | $ / shares | $ 1.92 |
Number, Forfeited | shares | |
Weighted- Average Exercise Price, Forfeited | $ / shares | |
Number, Nonvested at ending balance | shares | 10 |
Weighted- Average Exercise Price, Nonvested at ending balance | $ / shares | $ 1.92 |
Stockholders_ Equity (Details_7
Stockholders’ Equity (Details) - Schedule of Fair Value Option Granted | 6 Months Ended |
Jun. 30, 2024 $ / shares | |
Schedule of Fair Value Option Granted [Abstract] | |
Exercise price (in Dollars per share) | $ 5.23 |
Expected dividend yield | 0% |
Risk free interest rate | 3.97% |
Expected life in years | 5 years |
Expected volatility | 219% |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | 6 Months Ended | 12 Months Ended | ||||||||||||||||
Sep. 30, 2024 | Aug. 30, 2024 | Aug. 16, 2024 | Aug. 09, 2024 | Aug. 08, 2024 | Aug. 07, 2024 | Jul. 12, 2024 | Jul. 09, 2024 | Jun. 20, 2024 | May 24, 2024 | May 02, 2024 | Feb. 16, 2024 | Jan. 02, 2024 | Dec. 29, 2023 | Jun. 30, 2024 | Dec. 22, 2023 | Dec. 31, 2023 | May 24, 2021 | |
Subsequent Events [Line Items] | ||||||||||||||||||
Principal amount (in Dollars) | $ 116,806 | $ 986,380 | $ 5,000,000 | |||||||||||||||
Bear interest rate | 14% | |||||||||||||||||
Percentage of utilize proceeds | 100% | |||||||||||||||||
Purchase of shares | 1,250,000 | |||||||||||||||||
Common stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||||||
Converted to receive aggregate amount (in Dollars) | $ 1,800,000 | |||||||||||||||||
Preferred stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 | ||||||||||||||||
Preferred stock, shares issued | 0 | 0 | ||||||||||||||||
Exercise price (in Dollars per share) | $ 2.47 | 4.85 | ||||||||||||||||
Common stock shares authorized | 100,000,000 | 100,000,000 | ||||||||||||||||
Exercise price per share (in Dollars per share) | 4.85 | |||||||||||||||||
Gross proceeds (in Dollars) | $ 4,900,000 | |||||||||||||||||
Warrant [Member] | ||||||||||||||||||
Subsequent Events [Line Items] | ||||||||||||||||||
Exercise price of outstanding warrants (in Dollars per share) | $ 1.49 | $ 0.001 | ||||||||||||||||
July Notes Purchase Agreement [Member] | ||||||||||||||||||
Subsequent Events [Line Items] | ||||||||||||||||||
Cash proceeds from sale of note (in Dollars) | $ 700,000 | |||||||||||||||||
Redemption premium percentage | 125% | |||||||||||||||||
Initial exercise price (in Dollars per share) | $ 1.49 | |||||||||||||||||
Exercise price term | 5 years | |||||||||||||||||
Minimum [Member] | ||||||||||||||||||
Subsequent Events [Line Items] | ||||||||||||||||||
Common stock shares authorized | 100,000,000 | 27,000,000 | ||||||||||||||||
Maximum [Member] | ||||||||||||||||||
Subsequent Events [Line Items] | ||||||||||||||||||
Common stock shares authorized | 1,000,000,000 | 100,000,000 | ||||||||||||||||
Common Stock [Member] | ||||||||||||||||||
Subsequent Events [Line Items] | ||||||||||||||||||
Common stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 | ||||||||||||||||
Aggregate of shares | 610,000 | |||||||||||||||||
Exercise price per share (in Dollars per share) | $ 0.125 | |||||||||||||||||
Evofem Convertible Notes [Member] | ||||||||||||||||||
Subsequent Events [Line Items] | ||||||||||||||||||
Preferred stock, shares issued | 88,161 | |||||||||||||||||
Subsequent Event [Member] | ||||||||||||||||||
Subsequent Events [Line Items] | ||||||||||||||||||
Cash proceeds from sale of note (in Dollars) | $ 500,000 | |||||||||||||||||
Purchased shares | 500 | |||||||||||||||||
Aggregate purchase price (in Dollars) | $ 500,000 | |||||||||||||||||
Additional shares | 1,000 | |||||||||||||||||
Additional purchase amount (in Dollars) | $ 2,000,000 | |||||||||||||||||
Aggregate net proceeds (in Dollars) | $ 20,000,000 | |||||||||||||||||
Investors shares | 188,000 | |||||||||||||||||
Subsequent Event [Member] | July Notes Purchase Agreement [Member] | ||||||||||||||||||
Subsequent Events [Line Items] | ||||||||||||||||||
Principal amount (in Dollars) | $ 625,000 | |||||||||||||||||
Maturing date | Oct. 07, 2024 | |||||||||||||||||
Evofem Common Stock [Member] | Common Stock [Member] | ||||||||||||||||||
Subsequent Events [Line Items] | ||||||||||||||||||
Common stock, par value (in Dollars per share) | $ 0.0001 | |||||||||||||||||
Evofem Common Stock [Member] | Subsequent Event [Member] | ||||||||||||||||||
Subsequent Events [Line Items] | ||||||||||||||||||
Aggregate purchase price (in Dollars) | $ 500,000 | |||||||||||||||||
Stockholders equity additional shares | 500 | |||||||||||||||||
Aggregate net proceeds (in Dollars) | $ 20,000,000 | |||||||||||||||||
Series E-1 Convertible Preferred Stock [Member] | ||||||||||||||||||
Subsequent Events [Line Items] | ||||||||||||||||||
Preferred stock, par value (in Dollars per share) | 0.0001 | |||||||||||||||||
Series A-2 Convertible Preferred Stock [Member] | ||||||||||||||||||
Subsequent Events [Line Items] | ||||||||||||||||||
Preferred stock, par value (in Dollars per share) | $ 0.001 | |||||||||||||||||
Series F-1 Convertible Preferred Stock [Member] | ||||||||||||||||||
Subsequent Events [Line Items] | ||||||||||||||||||
Aggregate of shares | 22,280 | |||||||||||||||||
Series F-1 Convertible Preferred Stock [Member] | Subsequent Event [Member] | ||||||||||||||||||
Subsequent Events [Line Items] | ||||||||||||||||||
Preferred stock, par value (in Dollars per share) | $ 0.0001 | |||||||||||||||||
Additional shares | 2,000 | |||||||||||||||||
Series C-1 Convertible Preferred Stock [Member] | ||||||||||||||||||
Subsequent Events [Line Items] | ||||||||||||||||||
Preferred stock, shares issued | 4,186 | |||||||||||||||||
Series C-1 Convertible Preferred Stock [Member] | Subsequent Event [Member] | ||||||||||||||||||
Subsequent Events [Line Items] | ||||||||||||||||||
Preferred stock, par value (in Dollars per share) | $ 0.001 | |||||||||||||||||
Securities Purchase Agreement [Member] | ||||||||||||||||||
Subsequent Events [Line Items] | ||||||||||||||||||
Warrant purchase shares | 1,750,000 | |||||||||||||||||
Initial exercise price (in Dollars per share) | $ 1.582 | |||||||||||||||||
Securities Purchase Agreement [Member] | Subsequent Event [Member] | ||||||||||||||||||
Subsequent Events [Line Items] | ||||||||||||||||||
Principal amount (in Dollars) | $ 875,000 | |||||||||||||||||
August Exchange Agreement [Member] | Subsequent Event [Member] | ||||||||||||||||||
Subsequent Events [Line Items] | ||||||||||||||||||
Aggregate of shares | 6,667 | |||||||||||||||||
Warrants to purchase shares | 2,569,171 | |||||||||||||||||
Exercise price (in Dollars per share) | $ 1.49 | |||||||||||||||||
Warrants term | 5 years | |||||||||||||||||
Registered Direct Purchase Agreement [Member] | ||||||||||||||||||
Subsequent Events [Line Items] | ||||||||||||||||||
Gross proceeds (in Dollars) | $ 1,200,000 | |||||||||||||||||
Net proceeds (in Dollars) | $ 500,000 | |||||||||||||||||
Registered Direct Purchase Agreement [Member] | Subsequent Event [Member] | ||||||||||||||||||
Subsequent Events [Line Items] | ||||||||||||||||||
Pre-funded warrants | 942,189 | |||||||||||||||||
Exercise price per share (in Dollars per share) | $ 0.001 | |||||||||||||||||
Purchase price (in Dollars per share) | 1.06 | |||||||||||||||||
Purchase price of registered direct pre-funded warrant (in Dollars per share) | $ 1.059 | |||||||||||||||||
Forecast [Member] | ||||||||||||||||||
Subsequent Events [Line Items] | ||||||||||||||||||
Principal amount (in Dollars) | $ 8,000,000 | |||||||||||||||||
Forecast [Member] | Subsequent Event [Member] | ||||||||||||||||||
Subsequent Events [Line Items] | ||||||||||||||||||
Additional purchase amount (in Dollars) | $ 1,000,000 | |||||||||||||||||
Evofem warrants [Member] | ||||||||||||||||||
Subsequent Events [Line Items] | ||||||||||||||||||
Preferred stock, shares issued | 930.336 |