Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Mar. 14, 2023 | Jun. 30, 2022 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2022 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2022 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity File Number | 001-41488 | ||
Entity Registrant Name | Shuttle Pharmaceuticals Holdings, Inc. | ||
Entity Central Index Key | 0001757499 | ||
Entity Tax Identification Number | 82-5089826 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Address, Address Line One | One Research Court | ||
Entity Address, Address Line Two | Suite 450 | ||
Entity Address, City or Town | Rockville | ||
Entity Address, State or Province | MD | ||
Entity Address, Postal Zip Code | 20850 | ||
City Area Code | (240) | ||
Local Phone Number | 403-4212 | ||
Title of 12(b) Security | Common Stock | ||
Trading Symbol | SHPH | ||
Security Exchange Name | NASDAQ | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Elected Not To Use the Extended Transition Period | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 0 | ||
Entity Common Stock, Shares Outstanding | 13,654,127 | ||
ICFR Auditor Attestation Flag | false | ||
Auditor Firm ID | 5041 | ||
Auditor Name | BF Borgers CPA PC | ||
Auditor Location | Lakewood, CO |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets | ||
Cash | $ 8,417,203 | $ 504,749 |
Prepaid expenses | 161,148 | 4,866 |
Total current assets | 8,578,351 | 509,615 |
Property and equipment, net | 12,592 | 18,564 |
Other assets | 6,480 | 6,480 |
Operating lease right-of-use asset | 56,122 | 116,982 |
Total Assets | 8,653,545 | 651,641 |
Current Liabilities | ||
Accounts payable and accrued expenses | 116,745 | 828,313 |
Accrued expenses – related party | 12,500 | |
Accrued interest payable | 552 | |
Accrued interest payable - related parties | 98,135 | 46,947 |
Dividends Payable | 331,059 | |
Notes payable to related parties | 685,473 | 685,473 |
Notes payable | 91,021 | |
Paycheck Protection Program note payable | 73,007 | |
Warrant liability | 94,025 | |
Operating lease liability current portion | 62,823 | 66,934 |
Total Current Liabilities | 975,676 | 2,217,331 |
Operating lease liability non-current | 62,442 | |
Total Liabilities | 975,676 | 2,279,773 |
Stockholders’ Equity (Deficit) | ||
Series A convertible preferred stock, $0.00001 par value; $1,000 per share liquidation value or aggregate of $1,212,500; 20,000,000 shares authorized; no shares outstanding at December 31, 2022 and 1,213 at December 31, 2021 | ||
Common stock, $0.00001 par value; 100,000,000 shares authorized; 13,603,129 and 9,312,152 shares issued and outstanding at December 31, 2022 and 2021, respectively | 136 | 93 |
Additional paid in capital | 16,572,622 | 4,150,867 |
Common stock to be issued | 16,340 | |
Accumulated deficit | (8,894,889) | (5,795,432) |
Total Stockholders’ Equity (Deficit) | 7,677,869 | (1,628,132) |
Total Liabilities and Stockholders’ Equity (Deficit) | $ 8,653,545 | $ 651,641 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.00001 | $ 0.00001 |
Preferred stock, liquidation preference per share | $ 1,000 | $ 1,000 |
Preferred stock, liquidationPreference | $ 1,212,500 | $ 1,212,500 |
Preferred stock, shares authorized | 20,000,000 | 20,000,000 |
Preferred stock, shares outstanding | 0 | 1,213 |
Common stock, par value | $ 0.00001 | $ 0.00001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 13,603,129 | 9,312,152 |
Common stock, shares outstanding | 13,603,129 | 9,312,152 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Statement [Abstract] | ||
Revenue | ||
Operating expenses | ||
Research and development, net of contract expense reimbursements | 1,488,530 | 1,021,808 |
General and administrative | 198,978 | 36,500 |
Legal and professional | 866,770 | 684,684 |
Total operating expenses | 2,554,278 | 1,742,992 |
Net loss from operations | (2,554,278) | (1,742,992) |
Other income (expense) | ||
Interest expense - related parties | (52,010) | (46,947) |
Interest expense | (917,879) | (3,841) |
Change in fair value of warrant liability | 94,025 | 579,146 |
Gain on settlement of accounts payable | 328,687 | |
Gain on forgiveness of Paycheck Protection Program note payable | 73,007 | 62,500 |
Total other income (expense) | (474,170) | 590,858 |
Loss before income taxes | (3,028,448) | (1,152,134) |
Provision for income taxes | ||
Net loss | (3,028,448) | (1,152,134) |
Dividend on Series A Preferred Stock | (71,009) | (103,062) |
Net loss attributable to common stockholders | $ (3,099,457) | $ (1,255,196) |
Weighted average common shares outstanding - basic and diluted | 10,351,046 | 9,301,750 |
Net loss per shares - basic and diluted | $ (0.29) | $ (0.12) |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Equity (Deficit) - USD ($) | Preferred Stock [Member] Series A Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Common Stock To Be Issued [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Dec. 31, 2020 | $ 93 | $ 2,833,507 | $ 16,340 | $ (4,540,236) | $ (1,690,296) | |
Beginning balance, shares at Dec. 31, 2020 | 1,213 | 9,291,526 | ||||
Stock based compensation | 420,000 | 420,000 | ||||
Warrants issued for financing costs | 407,293 | 407,293 | ||||
Common stock issued for restricted stock units | 490,067 | 490,067 | ||||
Common stock issued for restricted stock units, shares | 20,626 | |||||
Dividends on Series A preferred stock | (103,062) | (103,062) | ||||
Net loss | (1,152,134) | (1,152,134) | ||||
Ending balance, value at Dec. 31, 2021 | $ 93 | 4,150,867 | 16,340 | (5,795,432) | (1,628,132) | |
Ending balance, shares at Dec. 31, 2021 | 1,213 | 9,312,152 | ||||
Warrants issued for financing costs | 412,241 | 412,241 | ||||
Common stock issued for restricted stock units | 403,956 | 403,956 | ||||
Common stock issued for restricted stock units, shares | 27,989 | |||||
Dividends on Series A preferred stock | (71,009) | (71,009) | ||||
Net loss | (3,028,448) | (3,028,448) | ||||
Common stock issued for cash | $ 14 | 10,008,081 | $ 10,008,095 | |||
Common stock issued for cash, shares | 1,409,771 | 1,607,044 | ||||
Warrants exercised for cash | $ 14 | 14,084 | $ 14,098 | |||
Warrants exercised for cash, shares | 1,409,771 | |||||
Common stock issued for conversion of convertible debt and accrued interest | $ 1 | 604,863 | (16,340) | 588,524 | ||
Common stock issued for conversion of convertible debt and accrued interest, shares | 148,339 | |||||
Common stock issued for exercise of warrants with settlement of notes payable | $ 9 | 576,467 | 576,476 | |||
Common stock issued for exercise of warrants with settlement of notes payable, shares | 857,780 | |||||
Common shares issued for dividends on and conversion of Series A preferred stock | $ 5 | 402,063 | 402,068 | |||
Common shares issued for dividends on and conversion of Series A preferred stock, shares | (1,213) | 437,327 | ||||
Ending balance, value at Dec. 31, 2022 | $ 136 | $ 16,572,622 | $ (8,894,889) | $ 7,677,869 | ||
Ending balance, shares at Dec. 31, 2022 | 13,603,129 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (3,028,448) | $ (1,152,134) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 5,972 | 6,218 |
Change in fair value of derivative liability | (94,025) | (579,146) |
Amortization of right-of-use asset | 60,860 | 54,616 |
Amortization of debt discount | 885,505 | 3,389 |
Gain on settlement of accounts payable | (328,687) | |
Gain on forgiveness of Paycheck Protection Program note payable | (73,007) | (62,500) |
Gain on interest relief on conversion of notes payable | 12,625 | |
Stock-based compensation | 403,956 | 910,067 |
Changes in operating assets and liabilities: | ||
Contracts receivable | 211,455 | |
Prepaid expenses | (156,282) | 7,713 |
Accounts payable and accrued expenses | (382,881) | 311,347 |
Accrued expenses – related parties | 12,500 | |
Accrued interest payable | (13,177) | 160 |
Accrued interest payable - related parties | 51,188 | 46,947 |
Operating lease liability | (66,553) | (58,468) |
Net Cash used in Operating Activities | (2,710,454) | (300,336) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from issuance of common shares | 10,022,193 | |
Repayment of note payable-related party | (50,000) | |
Proceeds from notes payable-related parties | 50,000 | 120,000 |
Proceeds from PPP note payable | 73,007 | |
Proceeds from notes payable | 600,715 | 494,925 |
Net Cash provided by Financing Activities | 10,622,908 | 687,932 |
Net change in cash | 7,912,454 | 387,596 |
Cash, beginning of period | 504,749 | 117,153 |
Cash, end of period | 8,417,203 | 504,749 |
Cash paid for: | ||
Interest | 39,201 | 293 |
Income taxes | ||
Supplemental non-cash financing activities: | ||
Shares issued for conversion of accrued interest | 16,340 | |
Common stock issued for conversion of convertible debt | 588,524 | |
Common stock issued for exercise of warrants with settlement of notes payable | 576,476 | |
Common stock issued for dividend payable | $ 402,068 |
Organization
Organization | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization | Note 1 – Organization Organization and Line of Business The Company was formed as Shuttle Pharmaceuticals, LLC, in the State of Maryland on December 18, 2012. On August 12, 2016, the Company filed articles of conversion with the state of Maryland to convert from an LLC to a C corporation, at which time the Company changed its name to Shuttle Pharmaceuticals, Inc. (“Shuttle”). In connection with the conversion the Company issued 45,000,000 100 The Company’s primary purpose is to develop and commercialize unique drugs for the sensitization of cancers and protection of normal tissues, with the goal of improving outcomes for cancer patients receiving radiation therapy. Shuttle has deployed its proprietary technology to develop novel cancer immunotherapies, producing a pipeline of selective HDAC inhibitors for cancer and immunotherapy applications. The Company’s HDAC platform is designed to target candidate molecules with potential roles in therapeutics beyond cancer, including autoimmune, inflammatory, metabolic, neurological and infectious diseases. The Company’s Ropidoxuridine product, which is used with radiation therapy to sensitize cancer cells, was funded by a Small Business Innovation Research (“SBIR”) contract provided by the National Cancer Institute (“NCI”), a unit of the National Institutes of Health (“NIH”). Ropidoxuridine has been further developed though the Company’s collaborations with scientists at the University of Virginia for use in combination with proton therapy to improve patient survival. Historically, the Company has been working on developing products through NIH grants, including a product to predict late effects of radiation with metabolite biomarkers and develop prostate cancer cell lines in health disparities research. The production and marketing of the Company’s products and its ongoing research and development activities will be subject to extensive regulation by numerous governmental authorities in the United States. Prior to marketing in the United States, any combination product developed by the Company must undergo rigorous preclinical (animal) and clinical (human) testing and an extensive regulatory approval process implemented by the Food and Drug Administration (“FDA”) under the Food, Drug and Cosmetic Act. There can be no assurance that the Company will not encounter problems in clinical trials that will cause the Company or the FDA to delay or suspend clinical trials. The Company’s success will depend in part on its ability to obtain patents and product license rights, maintain trade secrets, and operate without infringing on the proprietary rights of others, both in the United States and other countries. There can be no assurance that patents issued to or licensed by the Company will not be challenged, invalidated or circumvented, or that the rights granted thereunder will provide proprietary protection or competitive advantages to the Company now or in the future. Reverse Stock Split Effective April 1, 2022, we effected a 2-for-1 reverse stock split |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2 – Summary of Significant Accounting Policies Basis of Presentation These financial statements and related disclosures have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The financial statements have been prepared using the accrual basis of accounting in accordance with Generally Accepted Accounting Principles of the United States (“GAAP”). Basis of Consolidation The financial statements have been prepared on a consolidated basis with those of the Company’s wholly-owned subsidiary, Shuttle Pharmaceuticals, Inc. All intercompany transactions and balances have been eliminated. Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions. The Company bases its estimates and assumptions on current facts, historical experience, and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected. Significant estimates in the accompanying financial statements include useful lives of property and equipment, valuation of derivatives, valuation of warrants, and the valuation allowance on deferred tax assets. Property and Equipment Property and equipment are stated at cost. Expenditures for maintenance and repairs are charged to earnings as incurred; additions, renewals and betterments are capitalized. When property and equipment are retired or otherwise disposed of, the related cost and accumulated depreciation are removed from the respective accounts, and any gain or loss is included in operations. Depreciation of property and equipment is provided using the straight-line method for substantially all assets with estimated lives as follows: Schedule of Useful Lives for Property Plant Equipment Furniture 5 Computers and equipment 5 Research Equipment 10 Research and Development Expenses Research and development expenses are charged to expense as incurred. Research and development expenses include, but are not limited to, product development, clinical and regulatory expenses, payroll and other personnel expenses, materials, supplies, related subcontract expenses, and consulting costs. The expenses assigned to NIH SBIR sponsored research are related to: (1) “Topic 352: Cell-Based Models for Prostate Cancer Health Disparity Research – Moonshot Project” and (2) “Topic 345: Predictive Biomarkers of Prostate Cancer Patient Sensitivity for Radiation Late Effects.” The research expenses are assigned to the research projects to demonstrate proof of principle in patients with prostate cancer that may support development and commercialization of biomarker products and to gather prostate cancer cell lines in African American men to serve as the product for use in health disparities research. Costs that are not covered by the SBIR contract for performing the Phase I contract to determine commercialization feasibility included partial salary support of personnel and a consultant to develop a commercialization plan. Costs that are not covered in the Phase II contract include business development and partial salary support. Research expenses related to new drug discovery include partial support of personnel, space, supplies and legal costs. During fiscal year 2022, the Company completed two SBIR contracts from the NIH to support research projects with potential for commercialization. The SBIR contract awards are fixed payments made by the NIH in response to quarterly Shuttle invoices and provide non-dilutive funds that do not include a repayment obligation. Details on the three contracts follow: 1. Contract #HHSN261201600027C/75N91018C00016 supported “Topic 345: Predictive Biomarkers of Prostate Cancer Patient Sensitivity for Radiation Late Effects.” This $ 299,502 1,903,095 211,455 845,820 422,910 211,455 On December 6, 2019, the Company engaged Georgetown to perform the $ 795,248 795,248 791,017 4,231 791,017 282,643 2. The Phase II contract #HHSN261201800016C supports the discovery work following a Phase I contract # HHSN261600038C “Topic 352 – SBIR Phase II Cell-based Models for Prostate Cancer Health Disparity Research” and was awarded to provide $ 1,484,350 1,411,883 10,000 742,002 On December 5, 2018, the Company engaged Georgetown University to perform the $ 742,002 305,866 The Company recognizes the amounts received from the contract at fair value when there is reasonable assurance that the contract amount will be received, and it is probable that all attaching conditions will be complied with. The Company recognizes the amounts received in accordance with the contract as a reduction of research and development expenses over the periods necessary to match the contract on a systematic basis to the costs that it is intended to compensate. The Company records reimbursements on the balance sheet as contract receivables upon meeting the criteria discussed above until cash is received. During the year ended December 31, 2022, the Company recorded a net deficit of $ 83,868 211,455 In September of 2022, TCG GreenChem, Inc. (“TCG GreenChem”) was contracted for process research, development and cGMP compliant manufacture of IPdR. The total project cost is $ 1,500,000 450,000 Regarding the accounting treatment for reimbursements, GAAP provides limited guidance on the accounting for government grants received by for-profit companies. We understand there is more than one acceptable alternative for the accounting treatment – a reduction of costs, a deferred credit to be amortized, revenue or other income. Due to the terms of the contracts we have entered into, the Company concluded that the reimbursements were more akin to a reduction of costs rather than any of the other alternatives that would match the contract reimbursements on a systematic basis to the costs that the contract is intended to compensate. Derivative Financial Instruments The Company evaluates all of its agreements to determine if such instruments have derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. For stock-based derivative financial instruments, the Company uses a Binomial Simulation model to value the derivative instruments at inception and on subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet date. As of December 31, 2022, the Company had no derivative instruments. As of December 31, 2021 the Company’s only derivative financial instrument was an embedded warrant feature associated with its Series A Convertible Preferred Stock due to certain provisions that allow for a change in the warrant value based on fluctuations of the Company’s fair value of common stock at the date of issuance of the warrant based on certain contingent call features. Fair Value of Financial Instruments For certain of the Company’s financial instruments, including cash, accounts receivable, accounts payable, accrued liabilities and short-term debt, the carrying amounts approximate their fair values due to their short maturities. FASB ASC Topic 820, Fair Value Measurements and Disclosures Financial Instruments ● Level 1 inputs to the valuation methodology are quoted prices for identical assets or liabilities in active markets. ● Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets in inactive markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. ● Level 3 inputs to the valuation methodology use one or more unobservable inputs which are significant to the fair value measurement. The Company analyzes all financial instruments with features of both liabilities and equity under FASB ASC Topic 480, Distinguishing Liabilities from Equity Derivatives and Hedging For certain financial instruments, the carrying amounts reported in the balance sheets for cash and current liabilities, including convertible notes payable, each qualify as a financial instrument, and are a reasonable estimate of their fair values because of the short period of time between the origination of such instruments and their expected realization and their current market rate of interest. An established trading market for the Company’s common stock does not exist. The fair value of the shares was determined based on the then most recent price per share at which we sold preferred stock to unrelated parties in a private placement during the six months then ended. During the year ended December 31, 2020, the Company utilized $ 25.22 5.00 4.00 6.00 At December 31, 2022, the Company identified no At December 31, 2021, the Company identified the following liabilities that are required to be presented on the balance sheet at fair value: Schedule of Fair Value by Liabilities on Balance Sheet December 31, 2021 Level 1 Level 2 Level 3 Total Liabilities Warrant Liabilities $ - $ - $ 94,025 $ 94,025 Revenue Recognition Revenue from providing research and development is recognized under Topic 606 ● executed contracts with the Company’s customers that it believes are legally enforceable; ● identification of performance obligations in the respective contract; ● determination of the transaction price for each performance obligation in the respective contract; ● allocation the transaction price to each performance obligation; and ● recognition of revenue only when the Company satisfies each performance obligation. To satisfy these five elements, the Company records revenue for research and development services on a quarterly basis as services are provided. Revenue received from NIH contracts is received in accordance with Federal grants and contracts policies. Research and development expenses are posted against revenue and recorded on the statement of operations as “Research and development, net of contract expense reimbursements.” Impairment of Long-Lived Assets The Company reviews its long-lived assets for impairment whenever events or changes in business circumstances indicate that the carrying amount of the asset may not be fully recoverable. Recoverability of assets is measured by a comparison of the carrying amount of an asset to the estimated undiscounted cash flows expected to be generated by the asset. If the carrying amount of the asset exceeds its estimated future cash flows, an impairment charge will be recognized in the amount by which the carrying amount of the asset exceeds the fair value of the asset. There were no impairments of long-lived assets during the periods presented. Income Taxes The Company accounts for income taxes in accordance with ASC Topic 740, Income Taxes Under ASC 740, a tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded. The Company has no material uncertain tax positions for any of the reporting periods presented. Basic and Diluted Earnings Per Share Basic earnings per share (“EPS”) is computed based on the weighted average number of shares of common stock outstanding during the period. Diluted EPS is computed based on the weighted average number of shares of common stock plus the effect of dilutive potential shares of common stock outstanding during the period using the treasury stock method and as if converted method. Dilutive potential shares of common stock include outstanding warrants and Series A preferred stock. For the year ended December 31, 2022 and year ended December 31, 2021, the following common stock equivalents were excluded from the computation of diluted net loss per share as the result of the computation was anti-dilutive. Schedule of Anti-dilutive Securities Excluded from Computation of Earnings Per Share December 31, December 31, 2022 2021 Series A preferred stock - 97,062 Warrants 356,810 48,531 Total 356,810 145,593 Recent Accounting Pronouncements In August 2020, the FASB issued ASU 2020-06, ASC Subtopic 470-20 “Debt—Debt with “Conversion and Other Options” and ASC subtopic 815-40 “Hedging—Contracts in Entity’s Own Equity.” The standard reduced the number of accounting models for convertible debt instruments and convertible preferred stock. Convertible instruments that continue to be subject to separation models are (1) those with embedded conversion features that are not clearly and closely related to the host contract, that meet the definition of a derivative, and that do not qualify for a scope exception from derivative accounting; and (2) convertible debt instruments issued with substantial premiums for which the premiums are recorded as paid-in capital. The amendments in this update are effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted. The Company adopted this standard on January 1, 2021. Management does not believe that any recently issued, but not yet effective, accounting standards could have a material effect on the accompanying financial statements. As new accounting pronouncements are issued, we will adopt those that are applicable under the circumstances. |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | Note 3 – Property and Equipment, Net Property and equipment consisted of the following: Schedule of Property and Equipment Net December 31, December 31, 2022 2021 Office Furniture and equipment $ 8,861 $ 8,861 Laboratory equipment 118,605 118,605 Property and equipment, gross 127,466 127,466 Less accumulated depreciation (114,874 ) (108,902 ) Property and equipment, net $ 12,592 $ 18,564 Depreciation expense for the year ended December 31, 2022 and 2021, was $ 5,972 6,218 |
Operating Lease Right-of-use As
Operating Lease Right-of-use Asset and Operating Lease Liability | 12 Months Ended |
Dec. 31, 2022 | |
Operating Lease Right-of-use Asset And Operating Lease Liability | |
Operating Lease Right-of-use Asset and Operating Lease Liability | Note 4 – Operating Lease Right-of-use Asset and Operating Lease Liability Operating lease right-of-use assets and liabilities are recognized at the present value of the future lease payments at the lease commencement date. The interest rate used to determine the present value is our incremental borrowing rate, estimated to be 10%, as the interest rate implicit in most of our leases is not readily determinable. 70,175 74,028 The Company currently has a lease agreement which allows for the use of a laboratory facility for a monthly payment of $ 6,480 3 October 31, 2023 6,480 In adopting ASC Topic 842, Leases (Topic 842), the Company has elected the ‘package of practical expedients,’ which permits the Company to avoid reassessing its prior conclusions about lease identification, lease classification and initial direct costs under the new standard. The Company did not elect the use-of-hindsight or the practical expedient pertaining to land easements, as the latter is not applicable to the Company. In addition, the Company elected not to apply ASC Topic 842 to arrangements with lease terms of 12 The Right-of-use assets are summarized below: Schedule of Operating Lease Right of Use Assets December 31, December 31, 2022 2021 Office Lease $ 265,207 $ 265,207 Less accumulated amortization (209,085 ) (148,225 ) Right-of-use asset, net $ 56,122 $ 116,982 Amortization on the right-of-use asset is included in rent expense on the statements of operations. Operating lease liabilities are summarized below: Schedule of Operating Lease Liabilities December 31, December 31, 2022 2021 Office Lease $ 62,823 $ 129,376 Less: current portion (62,823 ) (66,934 ) Long term portion $ - $ 62,442 The Maturities of lease liabilities are summarized below: Schedule Of Operating Lease Maturity As of December 31, 2022 2023 $ 64,800 Total future minimum lease payments 64,800 Less imputed interest (1,977 ) PV of Payments $ 62,823 |
Notes Payable-Related Party
Notes Payable-Related Party | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
Notes Payable-Related Party | Note 5 – Notes Payable-Related Party On December 1, 2020, the Company consolidated all of the outstanding loans owed to an officer of the Company and to his spouse, resulting in the following two loans: (i) a single loan from the spouse of an officer of the Company, dated December 1, 2020, with a principal balance of $ 426,243 7.5 December 31, 2021 139,229 7.5 December 31, 2021 In December of 2021 the maturity dates of these loans were extended to June 30, 2022. In July of 2022 the notes were extended to June 30, 2023. 63,608 20,768 489,851 159,997 426,243 On June 21, 2021, the Company entered into a loan from the spouse of an officer of the Company in the amount of $ 120,000 7.5 June 21, 2022 In July of 2022 the notes were extended to June 30, 2023. 13,759 133,759 On August 1, 2022, in conjunction with a private placement of 10% notes and warrants (as detailed in Note 7 below), in exchange for a $ 50,000 50,000 10 August 31, 2022 20,000 2.50 101 0 4.25 822 |
Notes Payable
Notes Payable | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Notes Payable | Note 6 - Notes Payable On March 9, 2021, the Company obtained a $ 73,007 1 No more than 25% of the amount forgiven can be attributable to non-payroll costs. On May 15, 2020, the Company obtained a $ 62,500 1 No more than 25% of the amount forgiven can be attributable to non-payroll costs. Schedule of Notes Payable December 31, December 31, 2022 2021 PPP Note payable PPP Note May 15, 2020 $ - $ 62,500 PPP Note March 9, 2021 73,007 73,007 Loan Forgiveness (73,007 ) (62,500 ) Notes payable $ - $ 73,007 On December 28, 2021, the Company issued $ 500,000 250,000 500,000 10 December 28, 2022 500,000 1.00 5,075 85.5 0 1.27 16,667 21,712 On February 8, 2022 and March 11, 2022, the Company sold $ 365,000 224,985 6 6 50 36,500 22,250 10 83.4 0 1.27 85.5 0 1.96 12,625 On August 1, 2022, the Company issued $ 125,000 10 50,000 50,000 2.50 101 0 4.25 30,000 75,000 75,000 50,000 Schedule of Promissory Notes December 31, December 31, 2022 2021 Promissory note issued on December 28, 2021 - 500,000 Promissory note issued on February 8, 2022 - - Promissory note issued on March 11, 2022 - - Promissory note issued on August 1, 2022 $ - - Debt gross - 500,000 Less debt discount - (408,979 ) Total outstanding notes payable $ - $ 91,021 During the year ending December 31, 2022, the Company fully amortized the debt discount and included $ 408,979 |
Stockholders_ Equity
Stockholders’ Equity | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Stockholders’ Equity | Note 7 – Stockholders’ Equity Pursuant to the Company’s amended and restated articles of incorporation, the Company is authorized to issue 100,000,000 0.00001 20,000,000 0.00001 Series A Preferred Shares The Series A Preferred Stock, in accordance with its terms, is automatically convertible into a number of shares of the Company’s common stock upon the closing of the sale of shares of common stock to the public in a qualified offering (as set forth in the Series A certificate of designation) or upon listing of the Company’s common stock on a national securities exchange. During the year ended December 31, 2022, the Company converted 1,213 336,810 336,810 90 4.00 3.60 4.00 three years For the year ended December 31, 2022, the Company accrued $ 71,009 8.5 103,062 402,068 331,059 For the year ended December 31, 2022, the Company paid the dividend payable balance of $ 402,068 100,517 As of December 31, 2022, the Company had no 1,213 Common Stock As of December 31, 2022 and December 31, 2021, the Company had 13,603,129 9,312,152 27,989 20,626 21,530 839 During the year ended December 31, 2022, the Company issued: Schedule of Sale of Equity or Issued Issuance Shares Value $ Public offering (1) 1,409,771 10,008,095 Notes payable 147,500 588,524 Warrant exercises (2) 2,267,551 590,574 Common stock payable 839 16,340 Preferred Share and Dividends Payable (3) 437,327 402,068 (1) Value is net of $ 1,430,582 (2) Includes 197,273 180,280 1,409,771 (3) Includes 336,810 1,213 100,517 Common Stock to be Issued On June 4, 2018, $ 120,250 6,182 19.44 16,340 839 16,340 Warrants The Series A Preferred Stock sold in the Company’s 2018 and 2019 private placement offerings included warrants to be issued upon the earlier of a closing of the sale of shares of common stock to the public at a prices per share of at least $ 13.88 15,000,000 13.88 13.88 20.82 12.49 13.88 13.88 13.88 20.82 Effective April 6, 2022, the Company amended its certificate of designation for the Series A Preferred Stock (the “Amended Series A Preferred Certificate of Designation”) in order to modify the conditions pursuant to which the Series A Preferred Stock would automatically convert. Under the Amended Series A Certificate of Designation, the automatic conversion feature was amended so as to allow for conversion upon completion of a $ 10,000,000 5.00 Current accounting principles that are provided in ASC 815 - Derivatives and Hedging require derivative financial instruments to be classified in liabilities and carried at fair value with changes recorded in income. The Company has selected the Binomial Option Pricing valuation technique to fair value the compound embedded derivative. Inherent in a binomial options pricing model are assumptions related to expected stock-price volatility, expected life, risk-free interest rate, and dividend yield. The Company estimates the volatility of its ordinary shares based on historical volatility of comparable companies that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The derivative warrant liability linked to the Series A Preferred Stock as of December 31, 2022 and December 31, 2021 was $ 0 94,025 94,025 30,971 The estimated fair values of the liability measured on a recurring basis are as follows: Schedule of Stock Options, Valuation Assumptions December 31, December 31, 2022 2021 Expected average volatility 84.87 % 85.50 % Dividend yield - - Expected life 2.08 2.33 Risk-free interest rate 2.45 % 0.73 % A continuity schedule of the Series A Preferred Stock warrants is set forth below: Schedule of Warrants Activity Number of Warrants Weighted Average Exercise Price Weighted Average Life (years) Outstanding, December 31, 2020 48,532 $ 24.98 3.33 Granted - - - Forfeited - - - Exercised - - - Outstanding and Exercisable, December 31, 2021 48,532 $ 24.98 2.33 Granted - - - Forfeited - - - Exercised (48,532 ) 24.98 - Outstanding and Exercisable, December 31, 2022 - $ - - A continuity schedule of the common stock warrants is set forth below: Number of Warrants Weighted Average Exercise Price Weighted Average Life (years) Outstanding, December 31, 2021 - $ - - Issued (1) 2,641,354 0.75 4.75 Forfeited - - - Exercised (2) (2,284,544 ) 0.26 - Outstanding and Exercisable, December 31, 2022 356,810 $ 3.92 2.79 (1) Issued warrants include those issued on conversion of Notes Payable - 677,500 20,000 336,810 1,607,044 (2) Includes 197,273 180,280 Equity Incentive Plan Our 2018 Equity Incentive Plan provides for equity incentives to be granted to our employees, executive officers or directors and to key advisers and consultants. Equity incentives may be in the form of stock options with an exercise price of not less than the fair market value of the underlying shares as determined pursuant to the 2018 Equity Incentive Plan, restricted stock awards, other stock-based awards, or any combination of the foregoing. The 2018 Equity Incentive Plan is administered by the Company’s compensation committee. We have reserved 3,000,000 419,754 Restricted Stock Units On August 16, 2019, five individuals were appointed to the Board of Directors of the Company to serve as directors. Each individual entered into an agreement outlining the terms of their service as a director and pursuant to which they would each receive a grant of $ 75,000 25,000 During the year ended December 31, 2022 and 2021, pursuant to the agreements with directors and officers, compensation expense for the RSUs of $ 403,956 910,067 As of December 31, 2022, there was $ 61,111 A continuity schedule of the Restricted Stock Units (RSUs) is set forth as follows: Schedule of Restricted Stock Units (RSUs) Number of RSU Weighted Average Exercise Price Outstanding, December 31, 2020 64,586 $ 22.76 Granted - Forfeited (900 ) 27.76 Outstanding, December 31, 2021 63,686 $ 23.87 Granted 35,588 2.81 Forfeited - Outstanding, December 31, 2022 99,274 $ 15.06 Vested, December 31, 2022 75,549 $ 20.56 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 8 – Income Taxes The Company has not made provision for income taxes for the years ended December 31, 2022, since the Company has the benefit of net operating losses in these periods. The reconciliation of income tax benefit at the U.S. statutory rate of 21 Schedule of Reconciliation of Income Tax Benefit December 31, December 31, 2022 2021 Federal tax benefit at statutory rate (635,974 ) $ (153,748 ) State income tax benefit, net of federal tax effect (249,847 ) (60,401 ) Rate change 0 R & D Tax Credits (83,975 ) Return to Provision Adjustments 66,214 Permanent differences (21,355 ) 19,381 Change in valuation allowance 924,936 194,768 Income tax expense (benefit) $ - $ - The principal components of deferred tax assets consist of the following: Schedule of Components of Deferred Tax Assets December 31, December 31, 2022 2021 Deferred income tax asset: Net operation loss carryforwards $ 1,173,451 $ 768,120 Fixed assets 7,801 7,479 Intangibles (includes Section 174 Capitalization) 399,644 7,788 Interest 45,574 45,574 R&D tax credits 215,229 87,801 Total deferred income tax asset 1,841,698 916,762 Less: valuation allowance (1,841,698 ) (916,762 ) Total deferred income tax asset $ - $ - The Company has approximately $ 4,011,180 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 9 – Subsequent Events Management evaluated all additional events subsequent to the balance sheet date through March 14, 2023, the date the financial statements were available to be issued, and determined the following items: On January 11, 2023, the Company entered into a securities purchase agreement (“Securities Purchase Agreement”) with Alto Opportunity Master Fund, SPC – Segregated Master Portfolio B (the “Alto Opportunity Master Fund”), for a 26 month $ 4.3 million convertible note with 5 % annual interest rate (the “Note”) and a four year warrant to purchase 1,018,079 shares of common stock exercisable at $ 2.35 per common share, for gross proceeds of $ 4.0 million in cash (the “Funds”). The Note is convertible into Common Stock at the lower of (i) $2.35 (ii) 90% of the three lowest daily VWAPs of the 15 trading days prior to the payment date or (iii) 90% of the VWAP of the trading day prior to payment date. On February 2, 2023 50,998 shares of Common Stock were issued at a conversion price of $ 1.6921 , converting $ 66,150 of outstanding principal and $ 20,142 of unpaid interest, for a total of $ 86,292 . On January 15, 2023, the Company repaid two related party notes payable from the spouse of an officer of the Company entered on June 21, 2021 with a principal balance of $ 120,000 426,243 79,044 625,287 On February 16, 2023, the Company entered into a lease agreement with ARE-QRS Corp, for purposes of renting 2,109 5.25 7,206 63,154 On March 11, 2023, the Company entered into a letter agreement with Alto Opportunity Master Fund, as collateral agent (the “Collateral Agent”), pursuant to which the Company and the Collateral Agent agreed to amend Section 15(q) of the Note so as to allow for the transfer of the Funds held by First Republic Bank into the Collateral Agent’s account at HSBC. The Funds had been held at First Republic Bank under a springing deposit account control agreement (or DACA). Under the terms of the Letter Agreement, the parties agreed that the Funds would be held in trust in the Collateral Agent’s account pending the Company’s location of a new bank, acceptable to the Collateral Agent, at which the Funds could be held subject to a similar DACA. All other terms and conditions related to the Securities Purchase Agreement, Note and related documents remain the same. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation These financial statements and related disclosures have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The financial statements have been prepared using the accrual basis of accounting in accordance with Generally Accepted Accounting Principles of the United States (“GAAP”). |
Basis of Consolidation | Basis of Consolidation The financial statements have been prepared on a consolidated basis with those of the Company’s wholly-owned subsidiary, Shuttle Pharmaceuticals, Inc. All intercompany transactions and balances have been eliminated. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions. The Company bases its estimates and assumptions on current facts, historical experience, and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected. Significant estimates in the accompanying financial statements include useful lives of property and equipment, valuation of derivatives, valuation of warrants, and the valuation allowance on deferred tax assets. |
Property and Equipment | Property and Equipment Property and equipment are stated at cost. Expenditures for maintenance and repairs are charged to earnings as incurred; additions, renewals and betterments are capitalized. When property and equipment are retired or otherwise disposed of, the related cost and accumulated depreciation are removed from the respective accounts, and any gain or loss is included in operations. Depreciation of property and equipment is provided using the straight-line method for substantially all assets with estimated lives as follows: Schedule of Useful Lives for Property Plant Equipment Furniture 5 Computers and equipment 5 Research Equipment 10 |
Research and Development Expenses | Research and Development Expenses Research and development expenses are charged to expense as incurred. Research and development expenses include, but are not limited to, product development, clinical and regulatory expenses, payroll and other personnel expenses, materials, supplies, related subcontract expenses, and consulting costs. The expenses assigned to NIH SBIR sponsored research are related to: (1) “Topic 352: Cell-Based Models for Prostate Cancer Health Disparity Research – Moonshot Project” and (2) “Topic 345: Predictive Biomarkers of Prostate Cancer Patient Sensitivity for Radiation Late Effects.” The research expenses are assigned to the research projects to demonstrate proof of principle in patients with prostate cancer that may support development and commercialization of biomarker products and to gather prostate cancer cell lines in African American men to serve as the product for use in health disparities research. Costs that are not covered by the SBIR contract for performing the Phase I contract to determine commercialization feasibility included partial salary support of personnel and a consultant to develop a commercialization plan. Costs that are not covered in the Phase II contract include business development and partial salary support. Research expenses related to new drug discovery include partial support of personnel, space, supplies and legal costs. During fiscal year 2022, the Company completed two SBIR contracts from the NIH to support research projects with potential for commercialization. The SBIR contract awards are fixed payments made by the NIH in response to quarterly Shuttle invoices and provide non-dilutive funds that do not include a repayment obligation. Details on the three contracts follow: 1. Contract #HHSN261201600027C/75N91018C00016 supported “Topic 345: Predictive Biomarkers of Prostate Cancer Patient Sensitivity for Radiation Late Effects.” This $ 299,502 1,903,095 211,455 845,820 422,910 211,455 On December 6, 2019, the Company engaged Georgetown to perform the $ 795,248 795,248 791,017 4,231 791,017 282,643 2. The Phase II contract #HHSN261201800016C supports the discovery work following a Phase I contract # HHSN261600038C “Topic 352 – SBIR Phase II Cell-based Models for Prostate Cancer Health Disparity Research” and was awarded to provide $ 1,484,350 1,411,883 10,000 742,002 On December 5, 2018, the Company engaged Georgetown University to perform the $ 742,002 305,866 The Company recognizes the amounts received from the contract at fair value when there is reasonable assurance that the contract amount will be received, and it is probable that all attaching conditions will be complied with. The Company recognizes the amounts received in accordance with the contract as a reduction of research and development expenses over the periods necessary to match the contract on a systematic basis to the costs that it is intended to compensate. The Company records reimbursements on the balance sheet as contract receivables upon meeting the criteria discussed above until cash is received. During the year ended December 31, 2022, the Company recorded a net deficit of $ 83,868 211,455 In September of 2022, TCG GreenChem, Inc. (“TCG GreenChem”) was contracted for process research, development and cGMP compliant manufacture of IPdR. The total project cost is $ 1,500,000 450,000 Regarding the accounting treatment for reimbursements, GAAP provides limited guidance on the accounting for government grants received by for-profit companies. We understand there is more than one acceptable alternative for the accounting treatment – a reduction of costs, a deferred credit to be amortized, revenue or other income. Due to the terms of the contracts we have entered into, the Company concluded that the reimbursements were more akin to a reduction of costs rather than any of the other alternatives that would match the contract reimbursements on a systematic basis to the costs that the contract is intended to compensate. |
Derivative Financial Instruments | Derivative Financial Instruments The Company evaluates all of its agreements to determine if such instruments have derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. For stock-based derivative financial instruments, the Company uses a Binomial Simulation model to value the derivative instruments at inception and on subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet date. As of December 31, 2022, the Company had no derivative instruments. As of December 31, 2021 the Company’s only derivative financial instrument was an embedded warrant feature associated with its Series A Convertible Preferred Stock due to certain provisions that allow for a change in the warrant value based on fluctuations of the Company’s fair value of common stock at the date of issuance of the warrant based on certain contingent call features. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments For certain of the Company’s financial instruments, including cash, accounts receivable, accounts payable, accrued liabilities and short-term debt, the carrying amounts approximate their fair values due to their short maturities. FASB ASC Topic 820, Fair Value Measurements and Disclosures Financial Instruments ● Level 1 inputs to the valuation methodology are quoted prices for identical assets or liabilities in active markets. ● Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets in inactive markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. ● Level 3 inputs to the valuation methodology use one or more unobservable inputs which are significant to the fair value measurement. The Company analyzes all financial instruments with features of both liabilities and equity under FASB ASC Topic 480, Distinguishing Liabilities from Equity Derivatives and Hedging For certain financial instruments, the carrying amounts reported in the balance sheets for cash and current liabilities, including convertible notes payable, each qualify as a financial instrument, and are a reasonable estimate of their fair values because of the short period of time between the origination of such instruments and their expected realization and their current market rate of interest. An established trading market for the Company’s common stock does not exist. The fair value of the shares was determined based on the then most recent price per share at which we sold preferred stock to unrelated parties in a private placement during the six months then ended. During the year ended December 31, 2020, the Company utilized $ 25.22 5.00 4.00 6.00 At December 31, 2022, the Company identified no At December 31, 2021, the Company identified the following liabilities that are required to be presented on the balance sheet at fair value: Schedule of Fair Value by Liabilities on Balance Sheet December 31, 2021 Level 1 Level 2 Level 3 Total Liabilities Warrant Liabilities $ - $ - $ 94,025 $ 94,025 |
Revenue Recognition | Revenue Recognition Revenue from providing research and development is recognized under Topic 606 ● executed contracts with the Company’s customers that it believes are legally enforceable; ● identification of performance obligations in the respective contract; ● determination of the transaction price for each performance obligation in the respective contract; ● allocation the transaction price to each performance obligation; and ● recognition of revenue only when the Company satisfies each performance obligation. To satisfy these five elements, the Company records revenue for research and development services on a quarterly basis as services are provided. Revenue received from NIH contracts is received in accordance with Federal grants and contracts policies. Research and development expenses are posted against revenue and recorded on the statement of operations as “Research and development, net of contract expense reimbursements.” |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company reviews its long-lived assets for impairment whenever events or changes in business circumstances indicate that the carrying amount of the asset may not be fully recoverable. Recoverability of assets is measured by a comparison of the carrying amount of an asset to the estimated undiscounted cash flows expected to be generated by the asset. If the carrying amount of the asset exceeds its estimated future cash flows, an impairment charge will be recognized in the amount by which the carrying amount of the asset exceeds the fair value of the asset. There were no impairments of long-lived assets during the periods presented. |
Income Taxes | Income Taxes The Company accounts for income taxes in accordance with ASC Topic 740, Income Taxes Under ASC 740, a tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded. The Company has no material uncertain tax positions for any of the reporting periods presented. |
Basic and Diluted Earnings Per Share | Basic and Diluted Earnings Per Share Basic earnings per share (“EPS”) is computed based on the weighted average number of shares of common stock outstanding during the period. Diluted EPS is computed based on the weighted average number of shares of common stock plus the effect of dilutive potential shares of common stock outstanding during the period using the treasury stock method and as if converted method. Dilutive potential shares of common stock include outstanding warrants and Series A preferred stock. For the year ended December 31, 2022 and year ended December 31, 2021, the following common stock equivalents were excluded from the computation of diluted net loss per share as the result of the computation was anti-dilutive. Schedule of Anti-dilutive Securities Excluded from Computation of Earnings Per Share December 31, December 31, 2022 2021 Series A preferred stock - 97,062 Warrants 356,810 48,531 Total 356,810 145,593 |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In August 2020, the FASB issued ASU 2020-06, ASC Subtopic 470-20 “Debt—Debt with “Conversion and Other Options” and ASC subtopic 815-40 “Hedging—Contracts in Entity’s Own Equity.” The standard reduced the number of accounting models for convertible debt instruments and convertible preferred stock. Convertible instruments that continue to be subject to separation models are (1) those with embedded conversion features that are not clearly and closely related to the host contract, that meet the definition of a derivative, and that do not qualify for a scope exception from derivative accounting; and (2) convertible debt instruments issued with substantial premiums for which the premiums are recorded as paid-in capital. The amendments in this update are effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted. The Company adopted this standard on January 1, 2021. Management does not believe that any recently issued, but not yet effective, accounting standards could have a material effect on the accompanying financial statements. As new accounting pronouncements are issued, we will adopt those that are applicable under the circumstances. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Schedule of Useful Lives for Property Plant Equipment | Schedule of Useful Lives for Property Plant Equipment Furniture 5 Computers and equipment 5 Research Equipment 10 |
Schedule of Fair Value by Liabilities on Balance Sheet | At December 31, 2021, the Company identified the following liabilities that are required to be presented on the balance sheet at fair value: Schedule of Fair Value by Liabilities on Balance Sheet December 31, 2021 Level 1 Level 2 Level 3 Total Liabilities Warrant Liabilities $ - $ - $ 94,025 $ 94,025 |
Schedule of Anti-dilutive Securities Excluded from Computation of Earnings Per Share | For the year ended December 31, 2022 and year ended December 31, 2021, the following common stock equivalents were excluded from the computation of diluted net loss per share as the result of the computation was anti-dilutive. Schedule of Anti-dilutive Securities Excluded from Computation of Earnings Per Share December 31, December 31, 2022 2021 Series A preferred stock - 97,062 Warrants 356,810 48,531 Total 356,810 145,593 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment Net | Property and equipment consisted of the following: Schedule of Property and Equipment Net December 31, December 31, 2022 2021 Office Furniture and equipment $ 8,861 $ 8,861 Laboratory equipment 118,605 118,605 Property and equipment, gross 127,466 127,466 Less accumulated depreciation (114,874 ) (108,902 ) Property and equipment, net $ 12,592 $ 18,564 |
Operating Lease Right-of-use _2
Operating Lease Right-of-use Asset and Operating Lease Liability (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Operating Lease Right-of-use Asset And Operating Lease Liability | |
Schedule of Operating Lease Right of Use Assets | The Right-of-use assets are summarized below: Schedule of Operating Lease Right of Use Assets December 31, December 31, 2022 2021 Office Lease $ 265,207 $ 265,207 Less accumulated amortization (209,085 ) (148,225 ) Right-of-use asset, net $ 56,122 $ 116,982 |
Schedule of Operating Lease Liabilities | Operating lease liabilities are summarized below: Schedule of Operating Lease Liabilities December 31, December 31, 2022 2021 Office Lease $ 62,823 $ 129,376 Less: current portion (62,823 ) (66,934 ) Long term portion $ - $ 62,442 |
Schedule Of Operating Lease Maturity | The Maturities of lease liabilities are summarized below: Schedule Of Operating Lease Maturity As of December 31, 2022 2023 $ 64,800 Total future minimum lease payments 64,800 Less imputed interest (1,977 ) PV of Payments $ 62,823 |
Notes Payable (Tables)
Notes Payable (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Notes Payable | Schedule of Notes Payable December 31, December 31, 2022 2021 PPP Note payable PPP Note May 15, 2020 $ - $ 62,500 PPP Note March 9, 2021 73,007 73,007 Loan Forgiveness (73,007 ) (62,500 ) Notes payable $ - $ 73,007 |
Schedule of Promissory Notes | Schedule of Promissory Notes December 31, December 31, 2022 2021 Promissory note issued on December 28, 2021 - 500,000 Promissory note issued on February 8, 2022 - - Promissory note issued on March 11, 2022 - - Promissory note issued on August 1, 2022 $ - - Debt gross - 500,000 Less debt discount - (408,979 ) Total outstanding notes payable $ - $ 91,021 |
Stockholders_ Equity (Tables)
Stockholders’ Equity (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Schedule of Sale of Equity or Issued | During the year ended December 31, 2022, the Company issued: Schedule of Sale of Equity or Issued Issuance Shares Value $ Public offering (1) 1,409,771 10,008,095 Notes payable 147,500 588,524 Warrant exercises (2) 2,267,551 590,574 Common stock payable 839 16,340 Preferred Share and Dividends Payable (3) 437,327 402,068 (1) Value is net of $ 1,430,582 (2) Includes 197,273 180,280 1,409,771 (3) Includes 336,810 1,213 100,517 |
Schedule of Stock Options, Valuation Assumptions | The estimated fair values of the liability measured on a recurring basis are as follows: Schedule of Stock Options, Valuation Assumptions December 31, December 31, 2022 2021 Expected average volatility 84.87 % 85.50 % Dividend yield - - Expected life 2.08 2.33 Risk-free interest rate 2.45 % 0.73 % |
Schedule of Warrants Activity | A continuity schedule of the Series A Preferred Stock warrants is set forth below: Schedule of Warrants Activity Number of Warrants Weighted Average Exercise Price Weighted Average Life (years) Outstanding, December 31, 2020 48,532 $ 24.98 3.33 Granted - - - Forfeited - - - Exercised - - - Outstanding and Exercisable, December 31, 2021 48,532 $ 24.98 2.33 Granted - - - Forfeited - - - Exercised (48,532 ) 24.98 - Outstanding and Exercisable, December 31, 2022 - $ - - A continuity schedule of the common stock warrants is set forth below: Number of Warrants Weighted Average Exercise Price Weighted Average Life (years) Outstanding, December 31, 2021 - $ - - Issued (1) 2,641,354 0.75 4.75 Forfeited - - - Exercised (2) (2,284,544 ) 0.26 - Outstanding and Exercisable, December 31, 2022 356,810 $ 3.92 2.79 (1) Issued warrants include those issued on conversion of Notes Payable - 677,500 20,000 336,810 1,607,044 (2) Includes 197,273 180,280 |
Schedule of Restricted Stock Units (RSUs) | A continuity schedule of the Restricted Stock Units (RSUs) is set forth as follows: Schedule of Restricted Stock Units (RSUs) Number of RSU Weighted Average Exercise Price Outstanding, December 31, 2020 64,586 $ 22.76 Granted - Forfeited (900 ) 27.76 Outstanding, December 31, 2021 63,686 $ 23.87 Granted 35,588 2.81 Forfeited - Outstanding, December 31, 2022 99,274 $ 15.06 Vested, December 31, 2022 75,549 $ 20.56 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of Reconciliation of Income Tax Benefit | The reconciliation of income tax benefit at the U.S. statutory rate of 21 Schedule of Reconciliation of Income Tax Benefit December 31, December 31, 2022 2021 Federal tax benefit at statutory rate (635,974 ) $ (153,748 ) State income tax benefit, net of federal tax effect (249,847 ) (60,401 ) Rate change 0 R & D Tax Credits (83,975 ) Return to Provision Adjustments 66,214 Permanent differences (21,355 ) 19,381 Change in valuation allowance 924,936 194,768 Income tax expense (benefit) $ - $ - |
Schedule of Components of Deferred Tax Assets | The principal components of deferred tax assets consist of the following: Schedule of Components of Deferred Tax Assets December 31, December 31, 2022 2021 Deferred income tax asset: Net operation loss carryforwards $ 1,173,451 $ 768,120 Fixed assets 7,801 7,479 Intangibles (includes Section 174 Capitalization) 399,644 7,788 Interest 45,574 45,574 R&D tax credits 215,229 87,801 Total deferred income tax asset 1,841,698 916,762 Less: valuation allowance (1,841,698 ) (916,762 ) Total deferred income tax asset $ - $ - |
Organization (Details Narrative
Organization (Details Narrative) - shares | 12 Months Ended | ||
Apr. 02, 2022 | Apr. 12, 2016 | Dec. 31, 2022 | |
Number of convertible shares issued | 336,810 | ||
Reverse stock split | 2-for-1 reverse stock split | ||
Common Stock [Member] | |||
Number of convertible shares issued | 45,000,000 | ||
Sale of stock membership percentage | 100% |
Schedule of Useful Lives for Pr
Schedule of Useful Lives for Property Plant Equipment (Details) | 12 Months Ended |
Dec. 31, 2022 | |
Furniture and Fixtures [Member] | |
Property, Plant and Equipment [Line Items] | |
Property plant and equipment useful life | 5 years |
Computer Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Property plant and equipment useful life | 5 years |
Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Property plant and equipment useful life | 10 years |
Schedule of Fair Value by Liabi
Schedule of Fair Value by Liabilities on Balance Sheet (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Defined Benefit Plan Disclosure [Line Items] | ||
Warrant Liabilities | $ 94,025 | |
Fair Value, Inputs, Level 1 [Member] | Warrant [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Warrant Liabilities | ||
Fair Value, Inputs, Level 2 [Member] | Warrant [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Warrant Liabilities | ||
Fair Value, Inputs, Level 3 [Member] | Warrant [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Warrant Liabilities | $ 94,025 |
Schedule of Anti-dilutive Secur
Schedule of Anti-dilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 356,810 | 145,593 |
Series A Preferred Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 97,062 | |
Warrant [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 356,810 | 48,531 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | 24 Months Ended | |||||||||||
Apr. 26, 2022 | Dec. 03, 2021 | Nov. 16, 2021 | Dec. 06, 2019 | Dec. 05, 2018 | Apr. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Sep. 18, 2017 | Sep. 16, 2020 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | |
Proceeds from contract awards for research and development | $ 845,820 | |||||||||||||
Payments to invoices in research and development | $ 791,017 | $ 282,643 | ||||||||||||
Net deficit on research and development | 83,868 | |||||||||||||
Financial liabilities fair value | 0 | |||||||||||||
Common Stock [Member] | ||||||||||||||
Share price | $ 5 | $ 25.22 | $ 6 | $ 4 | ||||||||||
TCG Green Chem Inc [Member] | ||||||||||||||
Payments to invoices in research and development | 450,000 | |||||||||||||
Project cost | $ 1,500,000 | |||||||||||||
Research and Development Expense [Member] | ||||||||||||||
Payments to invoices in research and development | $ 10,000 | $ 1,411,883 | ||||||||||||
Phase II [Member] | ||||||||||||||
Proceeds for research and development from collaborators | $ 1,484,350 | |||||||||||||
Payments to invoices in research and development | 211,455 | |||||||||||||
Business development new establishment | 742,002 | |||||||||||||
Subcontract Phase II [Member] | ||||||||||||||
Payments to invoices in research and development | 305,866 | |||||||||||||
1 Quarterly Payments [Member] | ||||||||||||||
Proceeds from contract awards for research and development | $ 211,455 | |||||||||||||
2 Quarterly Payments [Member] | ||||||||||||||
Proceeds from contract awards for research and development | $ 422,910 | |||||||||||||
Additional Funding Agreement Terms [Member] | ||||||||||||||
Proceeds for research and development from collaborators | $ 795,248 | $ 742,002 | $ 299,502 | $ 1,903,095 | ||||||||||
Payments to invoices in research and development | $ 211,455 | $ 791,017 | ||||||||||||
Research and development invoice receivable, outstanding | $ 4,231 |
Schedule of Property and Equipm
Schedule of Property and Equipment Net (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 127,466 | $ 127,466 |
Less accumulated depreciation | (114,874) | (108,902) |
Property and equipment, net | 12,592 | 18,564 |
Office Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 8,861 | 8,861 |
Laboratory Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 118,605 | $ 118,605 |
Property and Equipment, Net (De
Property and Equipment, Net (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 5,972 | $ 6,218 |
Schedule of Operating Lease Rig
Schedule of Operating Lease Right of Use Assets (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Operating Lease Right-of-use Asset And Operating Lease Liability | ||
Office Lease | $ 265,207 | $ 265,207 |
Less accumulated amortization | (209,085) | (148,225) |
Right-of-use asset, net | $ 56,122 | $ 116,982 |
Schedule of Operating Lease Lia
Schedule of Operating Lease Liabilities (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Operating Lease Right-of-use Asset And Operating Lease Liability | ||
Office Lease | $ 62,823 | $ 129,376 |
Less: current portion | (62,823) | (66,934) |
Long term portion | $ 62,442 |
Schedule Of Operating Lease Mat
Schedule Of Operating Lease Maturity (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Operating Lease Right-of-use Asset And Operating Lease Liability | ||
2023 | $ 64,800 | |
Total future minimum lease payments | 64,800 | |
Less imputed interest | (1,977) | |
PV of Payments | $ 62,823 | $ 129,376 |
Operating Lease Right-of-use _3
Operating Lease Right-of-use Asset and Operating Lease Liability (Details Narrative) - USD ($) | 12 Months Ended | ||
Oct. 01, 2018 | Dec. 31, 2022 | Dec. 31, 2021 | |
Operating Lease Right-of-use Asset And Operating Lease Liability | |||
Interest rate used to lease, description | The interest rate used to determine the present value is our incremental borrowing rate, estimated to be 10%, as the interest rate implicit in most of our leases is not readily determinable. | ||
Operating lease expense | $ 70,175 | $ 74,028 | |
Lease payment | $ 6,480 | ||
Monthly lease payment increases percentage | 3% | ||
Operating lease expiration date | Oct. 31, 2023 | ||
Security deposit | $ 6,480 | ||
Lease term | 12 months |
Notes Payable-Related Party (De
Notes Payable-Related Party (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |||||||||||
Aug. 01, 2022 | Mar. 11, 2022 | Feb. 08, 2022 | Dec. 28, 2021 | Jun. 21, 2021 | Dec. 01, 2020 | Sep. 30, 2022 | Dec. 30, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Feb. 02, 2023 | Jan. 15, 2023 | Jan. 11, 2023 | |
Related Party Transaction [Line Items] | |||||||||||||
Debt maturity, description | In July of 2022 the notes were extended to June 30, 2023. | In December of 2021 the maturity dates of these loans were extended to June 30, 2022. In July of 2022 the notes were extended to June 30, 2023. | |||||||||||
Principal balance amount | $ 120,000 | $ 426,243 | $ 500,000 | ||||||||||
Warrants to purchase of common stock | 500,000 | ||||||||||||
Exercise price of warrants | $ 1 | ||||||||||||
Volatility rate | 84.87% | 85.50% | |||||||||||
Dividend rate | |||||||||||||
Risk free interest rate | 2.45% | 0.73% | |||||||||||
Warrant [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Volatility rate | 85.50% | 83.40% | 85.50% | ||||||||||
Dividend rate | 0% | 0% | 0% | ||||||||||
Risk free interest rate | 1.96% | 1.27% | 1.27% | ||||||||||
Subsequent Event [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Principal balance amount | $ 66,150 | ||||||||||||
Warrants to purchase of common stock | 1,018,079 | ||||||||||||
Exercise price of warrants | $ 2.35 | ||||||||||||
Officers Spouse [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Notes payable related party debt principal balance | $ 50,000 | $ 120,000 | $ 426,243 | ||||||||||
Notes payable related party transaction rate | 10% | 7.50% | 7.50% | ||||||||||
Notes payable related party maturity date | Aug. 31, 2022 | Jun. 21, 2022 | Dec. 31, 2021 | ||||||||||
Accrued interest | $ 63,608 | ||||||||||||
Notes payable related party debt plus accrued interest | $ 489,851 | ||||||||||||
Notes issued | $ 50,000 | ||||||||||||
Warrants to purchase of common stock | 20,000 | ||||||||||||
Exercise price of warrants | $ 2.50 | ||||||||||||
Repayments of accrued interest | $ 822 | ||||||||||||
Officers Spouse [Member] | Warrant [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Volatility rate | 101% | ||||||||||||
Dividend rate | 0% | ||||||||||||
Risk free interest rate | 4.25% | ||||||||||||
Officers Spouse [Member] | Notes Payable, Other Payables [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Accrued interest | $ 13,759 | ||||||||||||
Notes payable related party debt plus accrued interest | 133,759 | ||||||||||||
Officers Spouse [Member] | Subsequent Event [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Principal balance amount | $ 426,243 | ||||||||||||
Related Party Officer [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Notes payable related party debt principal balance | $ 139,229 | ||||||||||||
Notes payable related party transaction rate | 7.50% | ||||||||||||
Notes payable related party maturity date | Dec. 31, 2021 | ||||||||||||
Accrued interest | 20,768 | ||||||||||||
Notes payable related party debt plus accrued interest | $ 159,997 |
Schedule of Notes Payable (Deta
Schedule of Notes Payable (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 28, 2021 |
Debt Instrument [Line Items] | |||
Notes payable | $ 73,007 | $ 500,000 | |
Loan Forgiveness | (73,007) | (62,500) | |
PPP Note Payable One [Member] | |||
Debt Instrument [Line Items] | |||
Notes payable | 62,500 | ||
PPP Note Payable Two [Member] | |||
Debt Instrument [Line Items] | |||
Notes payable | $ 73,007 | $ 73,007 |
Schedule of Notes Payable (De_2
Schedule of Notes Payable (Details) (Parenthetical) | 12 Months Ended | ||
Dec. 28, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Debt Instrument [Line Items] | |||
Debt maturity date | Dec. 28, 2022 | ||
PPP Note Payable One [Member] | |||
Debt Instrument [Line Items] | |||
Debt maturity date | May 15, 2020 | May 15, 2020 | |
PPP Note Payable Two [Member] | |||
Debt Instrument [Line Items] | |||
Debt maturity date | Mar. 09, 2021 | Mar. 09, 2021 |
Schedule of Promissory Notes (D
Schedule of Promissory Notes (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 | Jun. 21, 2021 | Dec. 01, 2020 |
Debt Instrument [Line Items] | ||||
Debt gross | $ 500,000 | $ 120,000 | $ 426,243 | |
Less debt discount | (408,979) | |||
Total outstanding notes payable | 91,021 | |||
Promissory Note One [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt gross | 500,000 | |||
Promissory Note Two [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt gross | ||||
Promissory Note Three [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt gross | ||||
Promissory Note Four [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt gross |
Schedule of Promissory Notes _2
Schedule of Promissory Notes (Details) (Parenthetical) | 12 Months Ended | ||
Dec. 28, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Debt Instrument [Line Items] | |||
Debt maturity date | Dec. 28, 2022 | ||
Promissory Note One [Member] | |||
Debt Instrument [Line Items] | |||
Debt maturity date | Dec. 28, 2021 | Dec. 28, 2021 | |
Promissory Note Two [Member] | |||
Debt Instrument [Line Items] | |||
Debt maturity date | Feb. 08, 2022 | Feb. 08, 2022 | |
Promissory Note Three [Member] | |||
Debt Instrument [Line Items] | |||
Debt maturity date | Mar. 11, 2022 | Mar. 11, 2022 | |
Promissory Note Four [Member] | |||
Debt Instrument [Line Items] | |||
Debt maturity date | Aug. 01, 2022 | Aug. 01, 2022 |
Notes Payable (Details Narrativ
Notes Payable (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |||||||||||
Aug. 01, 2022 | Mar. 11, 2022 | Feb. 08, 2022 | Dec. 28, 2021 | Mar. 09, 2021 | May 15, 2020 | Dec. 31, 2022 | Nov. 30, 2022 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Jun. 21, 2021 | Dec. 01, 2020 | |
Debt Instrument [Line Items] | |||||||||||||
Term notes issued | $ 73,007 | $ 62,500 | |||||||||||
Interest rate | 10% | 6% | 6% | 10% | 1% | 1% | |||||||
Term note description | No more than 25% of the amount forgiven can be attributable to non-payroll costs. | No more than 25% of the amount forgiven can be attributable to non-payroll costs. | |||||||||||
Notes payable | $ 500,000 | $ 73,007 | |||||||||||
Debt maturity date | Dec. 28, 2022 | ||||||||||||
Warrants to purchase of common stock | 500,000 | ||||||||||||
Exercise price | $ 1 | ||||||||||||
Debt fee amount | $ 5,075 | ||||||||||||
Volatility rate | 84.87% | 85.50% | |||||||||||
Dividend rate | |||||||||||||
Risk free interest rate | 2.45% | 0.73% | |||||||||||
Interest paid in cash | $ 21,712 | $ 16,667 | |||||||||||
Convertible notes payable | $ 125,000 | $ 224,985 | $ 365,000 | ||||||||||
Debt instrument conversion rate | 50% | ||||||||||||
Compensation related fees | $ 22,250 | $ 36,500 | |||||||||||
Gain on interest relief on conversion of notes payable | 12,625 | $ 12,625 | |||||||||||
Debt remaining amount | $ 500,000 | $ 120,000 | $ 426,243 | ||||||||||
Amortized debt discount | $ 408,979 | ||||||||||||
Accredited Investor [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Warrants to purchase of common stock | 50,000 | ||||||||||||
Exercise price | $ 2.50 | ||||||||||||
Notes issued | $ 50,000 | ||||||||||||
Warrant [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Interest rate | 10% | ||||||||||||
Volatility rate | 85.50% | 83.40% | 85.50% | ||||||||||
Dividend rate | 0% | 0% | 0% | ||||||||||
Risk free interest rate | 1.96% | 1.27% | 1.27% | ||||||||||
Warrants exercised to payment of debt | 30,000 | ||||||||||||
Warrant [Member] | Accredited Investor [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Volatility rate | 101% | ||||||||||||
Dividend rate | 0% | ||||||||||||
Risk free interest rate | 4.25% | ||||||||||||
Notes Payable, Other Payables [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Notes payable | $ 250,000 | ||||||||||||
Unsecured Promissory Notes [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Notes payable | $ 500,000 | ||||||||||||
Convertible Debt [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt forgiveness | $ 75,000 | ||||||||||||
Repayments of notes payable | 75,000 | ||||||||||||
Debt remaining amount | $ 50,000 | $ 50,000 |
Schedule of Sale of Equity or I
Schedule of Sale of Equity or Issued (Details) | 12 Months Ended | |
Dec. 31, 2022 USD ($) shares | ||
Subsidiary, Sale of Stock [Line Items] | ||
Stock issued during period, shares | shares | 1,607,044 | |
Stock issued during period, value | $ | $ 10,008,095 | |
IPO [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Stock issued during period, shares | shares | 1,409,771 | [1] |
Stock issued during period, value | $ | $ 10,008,095 | [1] |
Notes Payable [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Stock issued during period, shares | shares | 147,500 | |
Stock issued during period, value | $ | $ 588,524 | |
Note Warrant [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Stock issued during period, shares | shares | 2,267,551 | [2] |
Stock issued during period, value | $ | $ 590,574 | [2] |
Common Stock Payable [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Stock issued during period, shares | shares | 839 | |
Stock issued during period, value | $ | $ 16,340 | |
Preferred Stock Dividend Payable [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Stock issued during period, shares | shares | 437,327 | [3] |
Stock issued during period, value | $ | $ 402,068 | [3] |
[1]Value is net of $ 1,430,582 197,273 180,280 1,409,771 336,810 1,213 100,517 |
Schedule of Sale of Equity or_2
Schedule of Sale of Equity or Issued (Details) (Parenthetical) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Stock issuance fees | $ 1,430,582 | |
Warrants, share | 197,273 | |
Warrants issued for common stock, share | 180,280 | |
Conversion of common stock | 336,810 | |
Preferred Stock, shares outstanding | 0 | 1,213 |
Preferred Stock Dividend Payable [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Conversion of common stock | 100,517 | |
Warrant [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Number of shares exercise | 1,409,771 | |
Preferred Stock [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Preferred Stock, shares outstanding | 1,213 |
Schedule of Stock Options, Valu
Schedule of Stock Options, Valuation Assumptions (Details) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Equity [Abstract] | ||
Expected volatility | 84.87% | 85.50% |
Dividend yield | ||
Expected life | 2 years 29 days | 2 years 3 months 29 days |
Risk-free interest rate | 2.45% | 0.73% |
Schedule of Warrants Activity (
Schedule of Warrants Activity (Details) - $ / shares | 12 Months Ended | ||||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 28, 2021 | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 500,000 | ||||
Stock Issued During Period, Shares, New Issues | 1,607,044 | ||||
Notes Payable [Member] | |||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 677,500 | ||||
Notes Payable Related Parties [Member] | |||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 20,000 | ||||
Series A Preferred Stock [Member] | |||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Converted shares issued | 1,213 | ||||
Warrant [Member] | |||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Number of Warrants Outstanding, Beginning Balance | |||||
Weighted Average Exercise Price, Outstanding Beginning Balance | |||||
Weighted Average Remaining Life in Years Outstanding | 2 years 9 months 14 days | ||||
Number of Warrants, granted | [1] | 2,641,354 | |||
Weighted Average Exercise Price, granted | [1] | $ 0.75 | |||
Number of Warrants, Forfeited | |||||
Weighted Average Exercise Price, Forfeited | |||||
Number of Warrants, Exercised | [2] | (2,284,544) | |||
Weighted Average Exercise Price, Exercised | [2] | $ 0.26 | |||
Number of Warrants Outstanding, Ending Balance | 356,810 | ||||
Weighted Average Exercise Price, Outstanding Ending Balance | $ 3.92 | ||||
Weighted Average Remaining Life in Years Outstanding | [1] | 4 years 9 months | |||
Warrant [Member] | Series A Preferred Stock [Member] | |||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Number of Warrants Outstanding, Beginning Balance | 48,532 | 48,532 | |||
Weighted Average Exercise Price, Outstanding Beginning Balance | $ 24.98 | $ 24.98 | |||
Weighted Average Remaining Life in Years Outstanding | 2 years 3 months 29 days | 3 years 3 months 29 days | |||
Number of Warrants, granted | |||||
Weighted Average Exercise Price, granted | |||||
Number of Warrants, Forfeited | |||||
Weighted Average Exercise Price, Forfeited | |||||
Number of Warrants, Exercised | (48,532) | ||||
Weighted Average Exercise Price, Exercised | $ 24.98 | ||||
Number of Warrants Outstanding, Ending Balance | 48,532 | 48,532 | |||
Weighted Average Exercise Price, Outstanding Ending Balance | $ 24.98 | $ 24.98 | |||
Common Stock [Member] | |||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Stock Issued During Period, Shares, New Issues | 1,409,771 | ||||
Common Stock [Member] | Series A Preferred Stock [Member] | |||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Converted shares issued | 336,810 | ||||
[1]Issued warrants include those issued on conversion of Notes Payable - 677,500 20,000 336,810 1,607,044 197,273 180,280 |
Schedule of Warrants Activity_2
Schedule of Warrants Activity (Details) (Parenthetical) | 12 Months Ended |
Dec. 31, 2022 shares | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Common stock issued for cash, shares | 1,607,044 |
Common Stock [Member] | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Common stock issued for cash, shares | 1,409,771 |
Common Stock [Member] | Warrant [Member] | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Warrants exercised | 197,273 |
Common stock issued for cash, shares | 180,280 |
Schedule of Restricted Stock Un
Schedule of Restricted Stock Units (RSUs) (Details) - Restricted Stock Units (RSUs) [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Number of Stock Option Outstanding, Beginning Balance | 63,686 | 64,586 |
Weighted Average Exercise Price, Beginning Balance | $ 23.87 | $ 22.76 |
Number of Stock Option Outstanding, Granted | 35,588 | |
Number of Stock Option Outstanding, Forfeited | (900) | |
Weighted Average Exercise Price, Forfeited | $ 27.76 | |
Weighted Average Exercise Price, Granted | $ 2.81 | |
Number of Stock Option Outstanding, Ending Balance | 99,274 | 63,686 |
Weighted Average Exercise Price, Ending Balance | $ 15.06 | $ 23.87 |
Number of Stock Option Outstanding, Vested | 75,549 | |
Weighted Average Exercise Price, Vested | $ 20.56 |
Stockholders_ Equity (Details N
Stockholders’ Equity (Details Narrative) - USD ($) | 12 Months Ended | ||||||||
Apr. 06, 2022 | Aug. 16, 2019 | Jun. 04, 2018 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 28, 2021 | Dec. 31, 2018 | ||
Class of Stock [Line Items] | |||||||||
Common stock, shares authorized | 100,000,000 | 100,000,000 | |||||||
Common stock, par value (in dollars per share) | $ 0.00001 | $ 0.00001 | |||||||
Preferred stock, shares authorized | 20,000,000 | 20,000,000 | |||||||
Preferred stock, par value | $ 0.00001 | $ 0.00001 | |||||||
Conversion shares | 180,280 | ||||||||
Exercisable price per share | $ 1 | ||||||||
Preferred Stock, shares outstanding | 0 | 1,213 | |||||||
Common Stock, shares outstanding | 13,603,129 | 9,312,152 | |||||||
Convertible notes | $ 120,250 | ||||||||
Stock issued during period, shares | 1,607,044 | ||||||||
Stock issued during period, Value | $ 10,008,095 | ||||||||
Share price | $ 13.88 | ||||||||
Warrant exercise low price | 13.88 | ||||||||
Warrant exercise price increase | 20.82 | ||||||||
Common stock, conversion price | 12.49 | ||||||||
Increase in common stock conversion price | $ 13.88 | ||||||||
Derivative warrant liabilities | $ 94,025 | ||||||||
Fair value of warrants liability | (94,025) | (579,146) | |||||||
Share based compensation | 403,956 | 910,067 | |||||||
Restricted Stock Units (RSUs) [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Restricted stock value | $ 75,000 | ||||||||
Share based compensation | 403,956 | $ 910,067 | |||||||
Unrecognized compensation cost | $ 61,111 | ||||||||
2018 Equity Incentive Plan [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Common stock reserved for future issuance | 3,000,000 | ||||||||
Share granted under equity incentive plan | 419,754 | ||||||||
IPO [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Stock issued during period, shares | [1] | 1,409,771 | |||||||
Stock issued during period, Value | [1] | $ 10,008,095 | |||||||
Share price | $ 13.88 | ||||||||
Increase in common stock conversion price | $ 13.88 | ||||||||
Membership Interest Holders [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Stock issued during period, shares | 839 | ||||||||
Stock issued during period, Value | $ 16,340 | ||||||||
Director [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Restricted stock value | $ 25,000 | ||||||||
Common Stock [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Shares of restricted stock issued | 27,989 | 20,626 | 21,530 | ||||||
Sale of stock number of shares issued in transaction | 839 | ||||||||
Stock issued during period, shares | 1,409,771 | ||||||||
Stock issued during period, Value | $ 14 | ||||||||
Proceeds from initial public offerings | $ 15,000,000 | ||||||||
Warrant exercise price increase | $ 20.82 | ||||||||
Common Stock To Be Issued [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Debt converted into common stock | 6,182 | ||||||||
Conversion price | $ 19.44 | ||||||||
Debt converted into common stock, value | $ 16,340 | ||||||||
Stock issued during period, Value | |||||||||
Series A Preferred Stock [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Converted shares issued | 1,213 | ||||||||
Discounted conversion price, per share | $ 3.60 | ||||||||
Exercisable price per share | $ 4 | ||||||||
Warrants term | 3 years | ||||||||
Dividends on preferred stock | $ 71,009 | $ 103,062 | |||||||
Preferred stock dividend rate | 8.50% | ||||||||
Dividends total | $ 402,068 | $ 331,059 | |||||||
Preferred Stock, shares outstanding | 0 | 1,213 | |||||||
Proceeds from initial public offerings | $ 10,000,000 | ||||||||
Common stock, conversion price | $ 5 | ||||||||
Derivative warrant liabilities | $ 94,025 | ||||||||
Fair value of warrants liability | $ 94,025 | $ 30,971 | |||||||
Series A Preferred Stock [Member] | Common Stock [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Converted shares issued | 336,810 | ||||||||
Commons stock dividend | $ 402,068 | ||||||||
Common stock issued for cash, shares | 100,517 | ||||||||
Series A Preferred Stock [Member] | Warrant [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Conversion shares | 336,810 | ||||||||
Conversion price percentage | 90% | ||||||||
IPO price per share | $ 4 | ||||||||
[1]Value is net of $ 1,430,582 |
Schedule of Reconciliation of I
Schedule of Reconciliation of Income Tax Benefit (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
U.S. statutory rate | 21% | |
Federal tax benefit at statutory rate | $ (635,974) | $ (153,748) |
State income tax benefit, net of federal tax effect | (249,847) | (60,401) |
Rate change | 0 | |
R & D Tax Credits | (83,975) | |
Return to Provision Adjustments | 66,214 | |
Permanent differences | (21,355) | 19,381 |
Change in valuation allowance | 924,936 | 194,768 |
Income tax expense (benefit) |
Schedule of Components of Defer
Schedule of Components of Deferred Tax Assets (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Income Tax Disclosure [Abstract] | ||
Net operation loss carryforwards | $ 1,173,451 | $ 768,120 |
Fixed assets | 7,801 | 7,479 |
Intangibles (includes Section 174 Capitalization) | 399,644 | 7,788 |
Interest | 45,574 | 45,574 |
R&D tax credits | 215,229 | 87,801 |
Total deferred income tax asset | 1,841,698 | 916,762 |
Less: valuation allowance | (1,841,698) | (916,762) |
Total deferred income tax asset |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) | Dec. 31, 2022 USD ($) |
Income Tax Disclosure [Abstract] | |
Operating loss carryforwards | $ 4,011,180 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) | 12 Months Ended | |||||||||||||
Feb. 16, 2023 USD ($) ft² | Feb. 02, 2023 USD ($) $ / shares shares | Jan. 11, 2023 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) shares | Jan. 15, 2023 USD ($) | Aug. 01, 2022 | Mar. 11, 2022 | Feb. 08, 2022 | Dec. 31, 2021 USD ($) | Dec. 28, 2021 $ / shares shares | Jun. 21, 2021 USD ($) | Mar. 09, 2021 | Dec. 01, 2020 USD ($) | May 15, 2020 | |
Subsequent Event [Line Items] | ||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10% | 6% | 6% | 10% | 1% | 1% | ||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares | 500,000 | |||||||||||||
Exercise price of warrants | $ / shares | $ 1 | |||||||||||||
Principal balance amount | $ 500,000 | $ 120,000 | $ 426,243 | |||||||||||
Common Stock [Member] | ||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||
Stock Issued During Period, Shares, Conversion of Convertible Securities | shares | 148,339 | |||||||||||||
Subsequent Event [Member] | ||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||
Convertible Debt | $ 4,300,000 | |||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 5% | |||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares | 1,018,079 | |||||||||||||
Exercise price of warrants | $ / shares | $ 2.35 | |||||||||||||
Proceeds from Warrant Exercises | $ 4,000,000 | |||||||||||||
Debt Instrument, Description | The Note is convertible into Common Stock at the lower of (i) $2.35 (ii) 90% of the three lowest daily VWAPs of the 15 trading days prior to the payment date or (iii) 90% of the VWAP of the trading day prior to payment date. | |||||||||||||
Principal balance amount | $ 66,150 | |||||||||||||
Interest amount | 20,142 | $ 79,044 | ||||||||||||
Debt instrument, face amount | $ 86,292 | $ 625,287 | ||||||||||||
Lease, term | 5 years 3 months | |||||||||||||
Payment for rent, per month | $ 7,206 | |||||||||||||
Subsequent Event [Member] | Office and Laboratory [Member] | ||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||
Area of land | ft² | 2,109 | |||||||||||||
Subsequent Event [Member] | New Office and Laboratory [Member] | ||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||
Area of land | ft² | 63,154 | |||||||||||||
Subsequent Event [Member] | Common Stock [Member] | ||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||
Stock Issued During Period, Shares, Conversion of Convertible Securities | shares | 50,998 | |||||||||||||
Debt Instrument, Convertible, Conversion Price | $ / shares | $ 1.6921 |