Document and Entity Information
Document and Entity Information | 6 Months Ended |
Jun. 30, 2023 | |
Document and Entity Information | |
Document Type | S-1/A |
Entity Registrant Name | MONOGRAM ORTHOPAEDICS INC |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Entity Central Index Key | 0001769759 |
Amendment Flag | true |
Amendment Description | AMENDMENT NO. 1 |
CONDENSED BALANCE SHEETS
CONDENSED BALANCE SHEETS - USD ($) | Jun. 30, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets: | |||||||
Cash and cash equivalents | $ 17,097,676 | $ 10,468,645 | $ 5,535,710 | ||||
Prepaid expenses and other current assets | 1,409,084 | 788,004 | 977,910 | ||||
Total current assets | 18,506,760 | 11,256,650 | 6,513,620 | ||||
Equipment, net of accumulated depreciation | 1,020,664 | 1,082,442 | 1,017,925 | ||||
Intangible assets, net | 653,750 | 758,750 | 968,750 | ||||
Operating lease right-of-use assets | 529,994 | 592,221 | 215,071 | ||||
Total assets | 20,711,168 | 13,690,063 | 8,715,366 | ||||
Current liabilities: | |||||||
Accounts payable | 1,455,232 | 663,170 | 449,032 | ||||
Accrued liabilities | 354,828 | 748,460 | 464,477 | ||||
Warrant liability | 6,150,632 | 7,519,101 | 4,087,236 | ||||
Operating lease liabilities, current | 122,696 | 118,166 | 92,886 | ||||
Total current liabilities | 8,083,389 | 9,048,897 | 5,093,631 | ||||
Operating lease liabilities, non-current | 429,369 | 491,989 | 118,577 | ||||
Total liabilities | 8,512,758 | 9,540,886 | 5,212,208 | ||||
Commitments and contingencies | |||||||
Stockholders' equity: | |||||||
Common stock, $.001 par value; 90,000,000 shares authorized 9,673,870 shares issued and outstanding at March 31, 2023 and December 31, 2022 | 29,253 | 9,674 | 9,674 | ||||
Additional paid-in capital | 59,027,867 | 41,894,417 | 27,559,342 | ||||
Accumulated deficit | (46,858,710) | (37,763,447) | (24,072,500) | ||||
Total stockholders' equity | 12,198,410 | $ 805,636 | 4,149,176 | $ 7,011,057 | $ 8,087,650 | 3,503,158 | $ 4,989,433 |
Total liabilities and stockholders' equity | $ 20,711,168 | 13,690,063 | 8,715,366 | ||||
Series A Preferred Stock | |||||||
Stockholders' equity: | |||||||
Preferred Stock | 4,898 | 4,898 | |||||
Series B Preferred Stock | |||||||
Stockholders' equity: | |||||||
Preferred Stock | 3,196 | $ 1,743 | |||||
Series C Preferred Stock | |||||||
Stockholders' equity: | |||||||
Preferred Stock | $ 438 |
CONDENSED BALANCE SHEETS (Paren
CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares | Jun. 30, 2023 | Dec. 31, 2022 | Nov. 30, 2022 | Dec. 31, 2021 |
Preferred stock, shares authorized | 60,000,000 | |||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 | |
Common stock, shares authorized | 90,000,000 | 90,000,000 | 90,000,000 | 90,000,000 |
Common stock, shares issued | 29,253,251 | 9,673,870 | 9,673,870 | |
Common stock, shares outstanding | 29,253,251 | 9,673,870 | 9,673,870 | |
Series A Preferred Stock | ||||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 | |
Preferred stock, shares authorized | 5,443,717 | 5,443,717 | 5,443,717 | |
Preferred stock, shares issued | 0 | 4,897,553 | 4,897,553 | |
Preferred stock, shares outstanding | 0 | 4,897,553 | 4,897,553 | |
Series B Preferred Stock | ||||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 | |
Preferred stock, shares authorized | 3,456,286 | 3,456,286 | 3,456,286 | |
Preferred stock, shares issued | 0 | 3,195,599 | 1,743,481 | |
Preferred stock, shares outstanding | 0 | 3,195,599 | 1,743,481 | |
Series C Preferred Stock | ||||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 | |
Preferred stock, shares authorized | 600,000 | 600,000 | 600,000 | |
Preferred stock, shares issued | 0 | 438,367 | 0 | |
Preferred stock, shares outstanding | 0 | 438,367 | 0 |
CONDENSED STATEMENTS OF OPERATI
CONDENSED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||
Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
CONDENSED STATEMENTS OF OPERATIONS | ||||||||
Product revenue | $ 628,246 | |||||||
Cost of goods sold | 458,675 | |||||||
Gross profit | 169,571 | |||||||
Operating expenses: | ||||||||
Research and development | $ 2,737,656 | $ 1,181,334 | $ 4,458,144 | $ 2,266,833 | $ 4,972,881 | 5,278,768 | ||
Marketing and advertising | 1,674,387 | 67,276 | 2,801,776 | 2,272,255 | 2,714,421 | 3,271,600 | ||
General and administrative | 1,326,159 | 582,106 | 2,374,347 | 1,061,581 | 2,925,845 | 1,896,839 | ||
Total operating expenses | 5,738,202 | 1,830,716 | 9,634,267 | 5,600,668 | 10,613,147 | 10,447,207 | ||
Loss from operations | (5,738,202) | (1,830,716) | (9,634,267) | (5,600,668) | (10,613,147) | (10,277,636) | ||
Other income (expense): | ||||||||
Grant income | 256,000 | |||||||
Change in fair value of warrant liability | 439,611 | (54,285) | 442,134 | (793,591) | (3,431,865) | (1,563,439) | ||
Interest income and other, net | 61,710 | 24,556 | 96,530 | 30,163 | 98,065 | 26,107 | ||
Total other income (expense), net | 501,660 | (29,721) | 539,004 | (763,428) | (3,333,800) | (1,537,332) | ||
Net loss before taxes | (5,236,541) | (1,860,437) | (9,095,263) | (6,364,096) | (13,690,947) | (11,814,968) | ||
Income taxes | 0 | 0 | ||||||
Net loss | $ (5,236,541) | $ (3,858,722) | $ (1,859,437) | $ (4,504,659) | $ (9,095,263) | $ (6,364,096) | $ (13,690,947) | $ (11,814,968) |
Basic loss per common share | $ (0.27) | $ (0.19) | $ (0.63) | $ (0.66) | $ (1.42) | $ (1.22) | ||
Diluted loss per common share | $ (0.27) | $ (0.19) | $ (0.63) | $ (0.66) | $ (1.42) | $ (1.22) | ||
Weighted-average number of basic shares outstanding | 19,271,521 | 9,673,870 | 14,472,695 | 9,673,870 | 9,673,870 | 9,673,870 | ||
Weighted-average number of diluted shares outstanding | 19,271,521 | 9,673,870 | 14,472,695 | 9,673,870 | 9,673,870 | 9,673,870 |
CONDENSED STATEMENTS OF STOCKHO
CONDENSED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) | Series A Preferred Stock Preferred Stock | Series B Preferred Stock Preferred Stock | Series B Preferred Stock Additional Paid-in Capital | Series B Preferred Stock | Series C Preferred Stock Preferred Stock | Series C Preferred Stock Additional Paid-in Capital | Series C Preferred Stock | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Total |
Balance as of beginning at Dec. 31, 2020 | $ 4,898 | $ 9,674 | $ 17,232,393 | $ (12,257,532) | $ 4,989,433 | ||||||
Balance as of beginning (in shares) at Dec. 31, 2020 | 4,897,553 | 9,673,870 | |||||||||
Increase (Decrease) in Stockholders' Equity | |||||||||||
Issuances of stock, net of issuance costs | $ 1,743 | $ 10,121,321 | $ 10,123,064 | ||||||||
Issuance of Stock for cash, net of issuance costs (in shares) | 1,743,481 | ||||||||||
Stock-based compensation | 205,629 | 205,629 | |||||||||
Net loss | (11,814,968) | (11,814,968) | |||||||||
Balance as of ending at Dec. 31, 2021 | $ 4,898 | $ 1,743 | $ 9,674 | 27,559,343 | (24,072,500) | 3,503,158 | |||||
Balance as of ending (in shares) at Dec. 31, 2021 | 4,897,553 | 1,743,481 | 9,673,870 | ||||||||
Increase (Decrease) in Stockholders' Equity | |||||||||||
Issuances of stock, net of issuance costs | $ 1,356 | 9,010,822 | 9,012,178 | ||||||||
Issuance of Stock for cash, net of issuance costs (in shares) | 1,356,303 | ||||||||||
Stock-based compensation | 76,973 | 76,973 | |||||||||
Net loss | (4,504,659) | (4,504,659) | |||||||||
Balance as of ending at Mar. 31, 2022 | $ 4,898 | $ 3,099 | $ 9,674 | 36,647,138 | (28,577,159) | 8,087,650 | |||||
Balance as of ending (in shares) at Mar. 31, 2022 | 4,897,553 | 3,099,784 | 9,673,870 | ||||||||
Balance as of beginning at Dec. 31, 2021 | $ 4,898 | $ 1,743 | $ 9,674 | 27,559,343 | (24,072,500) | 3,503,158 | |||||
Balance as of beginning (in shares) at Dec. 31, 2021 | 4,897,553 | 1,743,481 | 9,673,870 | ||||||||
Increase (Decrease) in Stockholders' Equity | |||||||||||
Net loss | (6,364,096) | ||||||||||
Balance as of ending at Jun. 30, 2022 | $ 4,898 | $ 3,196 | $ 9,674 | 37,429,885 | (30,436,596) | 7,011,057 | |||||
Balance as of ending (in shares) at Jun. 30, 2022 | 4,897,553 | 3,195,667 | 9,673,870 | ||||||||
Balance as of beginning at Dec. 31, 2021 | $ 4,898 | $ 1,743 | $ 9,674 | 27,559,343 | (24,072,500) | 3,503,158 | |||||
Balance as of beginning (in shares) at Dec. 31, 2021 | 4,897,553 | 1,743,481 | 9,673,870 | ||||||||
Increase (Decrease) in Stockholders' Equity | |||||||||||
Issuances of stock, net of issuance costs | $ 1,453 | $ 9,613,625 | $ 9,615,078 | $ 438 | $ 3,978,175 | $ 3,978,613 | |||||
Issuance of Stock for cash, net of issuance costs (in shares) | 1,452,186 | 438,367 | |||||||||
Stock-based compensation | 743,274 | 743,274 | |||||||||
Net loss | (13,690,947) | (13,690,947) | |||||||||
Balance as of ending at Dec. 31, 2022 | $ 4,898 | $ 3,196 | $ 438 | $ 9,674 | 41,894,417 | (37,763,447) | 4,149,176 | ||||
Balance as of ending (in shares) at Dec. 31, 2022 | 4,897,553 | 3,195,599 | 438,367 | 9,673,870 | |||||||
Balance as of beginning at Mar. 31, 2022 | $ 4,898 | $ 3,099 | $ 9,674 | 36,647,138 | (28,577,159) | 8,087,650 | |||||
Balance as of beginning (in shares) at Mar. 31, 2022 | 4,897,553 | 3,099,784 | 9,673,870 | ||||||||
Increase (Decrease) in Stockholders' Equity | |||||||||||
Issuances of stock, net of issuance costs | $ 97 | 597,803 | 597,900 | ||||||||
Issuance of Stock for cash, net of issuance costs (in shares) | 95,883 | ||||||||||
Stock-based compensation | 184,944 | 184,944 | |||||||||
Net loss | (1,859,437) | (1,859,437) | |||||||||
Balance as of ending at Jun. 30, 2022 | $ 4,898 | $ 3,196 | $ 9,674 | 37,429,885 | (30,436,596) | 7,011,057 | |||||
Balance as of ending (in shares) at Jun. 30, 2022 | 4,897,553 | 3,195,667 | 9,673,870 | ||||||||
Balance as of beginning at Dec. 31, 2022 | $ 4,898 | $ 3,196 | $ 438 | $ 9,674 | 41,894,417 | (37,763,447) | 4,149,176 | ||||
Balance as of beginning (in shares) at Dec. 31, 2022 | 4,897,553 | 3,195,599 | 438,367 | 9,673,870 | |||||||
Increase (Decrease) in Stockholders' Equity | |||||||||||
Stock-based compensation | 368,140 | 368,140 | |||||||||
Net loss | (3,858,722) | (3,858,722) | |||||||||
Balance as of ending at Mar. 31, 2023 | $ 4,898 | $ 3,196 | $ 459 | $ 9,674 | 42,409,578 | (41,622,169) | 805,636 | ||||
Balance as of ending (in shares) at Mar. 31, 2023 | 4,897,553 | 3,195,599 | 459,455 | 9,673,870 | |||||||
Balance as of beginning at Dec. 31, 2022 | $ 4,898 | $ 3,196 | $ 438 | $ 9,674 | 41,894,417 | (37,763,447) | 4,149,176 | ||||
Balance as of beginning (in shares) at Dec. 31, 2022 | 4,897,553 | 3,195,599 | 438,367 | 9,673,870 | |||||||
Increase (Decrease) in Stockholders' Equity | |||||||||||
Issuances of stock, net of issuance costs | $ 21 | 147,021 | 147,042 | ||||||||
Issuance of Stock for cash, net of issuance costs (in shares) | 21,088 | ||||||||||
Net loss | (9,095,263) | ||||||||||
Balance as of ending at Jun. 30, 2023 | $ 29,253 | 59,027,867 | (46,858,710) | 12,198,410 | |||||||
Balance as of ending (in shares) at Jun. 30, 2023 | 29,253,251 | ||||||||||
Balance as of beginning at Mar. 31, 2023 | $ 4,898 | $ 3,196 | $ 459 | $ 9,674 | 42,409,578 | (41,622,169) | 805,636 | ||||
Balance as of beginning (in shares) at Mar. 31, 2023 | 4,897,553 | 3,195,599 | 459,455 | 9,673,870 | |||||||
Increase (Decrease) in Stockholders' Equity | |||||||||||
Issuances of stock, net of issuance costs | $ 2,375 | 15,285,486 | 15,287,860 | ||||||||
Issuance of Stock for cash, net of issuance costs (in shares) | 2,374,641 | ||||||||||
Stock-based compensation | 390,120 | 390,120 | |||||||||
Net loss | (5,236,541) | (5,236,541) | |||||||||
Balance as of ending at Jun. 30, 2023 | $ 29,253 | $ 59,027,867 | $ (46,858,710) | $ 12,198,410 | |||||||
Balance as of ending (in shares) at Jun. 30, 2023 | 29,253,251 |
CONDENSED STATEMENTS OF CASH FL
CONDENSED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Operating activities: | ||
Net loss | $ (13,690,947) | $ (11,814,968) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Stock-based compensation | 743,274 | 205,629 |
Depreciation and amortization | 386,686 | 321,984 |
Change in fair value of warrant liability | 3,431,865 | 1,563,439 |
Changes in non-cash working capital balances: | ||
Other current assets | 189,906 | 34,584 |
Deposits | 11,142 | |
Accounts payable | 214,138 | 266,217 |
Accrued liabilities | 283,983 | 250,122 |
Operating lease assets and liabilities, net | 21,543 | (6,114) |
Cash used in operating activities | (8,419,553) | (9,167,965) |
Investing activities: | ||
Purchase of intangible assets | (975,000) | |
Purchase of equipment | (241,203) | (31,107) |
Cash used in investing activities | (241,203) | (1,006,107) |
Financing activities: | ||
Cash provided by financing activities | 13,593,691 | 10,123,064 |
Increase in cash and cash equivalents during the period | 4,932,935 | (51,038) |
Cash and cash equivalents, beginning of the period | 5,535,710 | 5,586,748 |
Cash and cash equivalents, end of the period | 10,468,645 | 5,535,710 |
Supplemental Cash Flow Information | ||
Non-cash investing and financing activity - increase in right of use asset and lease liability from new lease agreement | 308,474 | 97,169 |
Series B Preferred Stock | ||
Financing activities: | ||
Proceeds from issuances of preferred stock, net | 9,615,078 | $ 10,123,064 |
Series C Preferred Stock | ||
Financing activities: | ||
Proceeds from issuances of preferred stock, net | $ 3,978,613 |
Description of Business and Sum
Description of Business and Summary of Accounting Principles | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Description of Business and Summary of Accounting Principles | ||
Description of Business and Summary of Accounting Principles | 1. Description of Business and Summary of Accounting Principles Monogram Orthopaedics Inc. (“Monogram” or the “Company”), incorporated in the state of Delaware on April 21, 2016, is working to develop a product solution architecture to eventually enable mass personalized optimization of orthopedic implants by linking 3D printing and robotics via automated digital image analysis algorithms. The Company has a working navigated robot prototype that can optically track a simulated surgical target and execute optimized auto-generated cut paths for high precision insertion of implants in synthetic bone specimens. These implants and cut-paths are generated with proprietary Monogram software algorithms. Basis of Presentation The accounting and reporting policies of the Company conform to accounting principles generally accepted in the United States of America and are consistent in all material respects with those applied in our December 31, 2022 Form 1-K. As permitted by SEC requirements for interim reporting, certain footnotes or other financial information have been condensed or omitted. In the opinion of management, all normal and recurring adjustments considered necessary for the fair presentation of the financial statements have been included. Revenues, expenses, assets, and liabilities can vary during each quarter of the year, therefore, the results and trends in these interim financial statements may not be representative of those for the full year. The information included in this Form 10-Q should be read in conjunction with the financial statements and accompanying notes included in the Company’s 2022 Form 1-K. Going Concern The accompanying unaudited financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company is a business that has not yet generated profits, with a loss during the six months ended June 30, 2023 of $9,095,263 and an accumulated deficit of $46,858,710 as of June 30, 2023. The Company’s ability to continue as a going concern in the next twelve months following the date the unaudited financial statements were available to be issued is dependent upon its ability to produce revenues and/or obtain financing sufficient to meet current and future obligations and deploy such to produce profitable operating results. Management has evaluated these conditions and plans to generate revenue and raise capital as needed to satisfy its capital needs. Although the Company has previously been successful in raising capital as needed, no assurance can be given that the Company will be successful in its capital raising efforts. These factors, among others, raise substantial doubt about the ability of the Company to continue as a going concern for a reasonable period. Stock Split On November 30, 2022, the Company effected a two-for-one stock split of its common stock and increased the number of authorized shares of the Company’s capital stock to 150,000,000, with 90,000,000 designated as Common Stock, and 60,000,000 designated as Preferred Stock. All share and loss per share information have been retroactively adjusted for all periods presented to reflect the stock split, the incremental par value of the newly issued shares, and the increased number of authorized shares. Use of Estimates In preparing financial statements in conformity with generally accepted accounting principles, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. The Company’s most significant estimates relate to the fair value of the warrant liability, valuations of stock-based compensation, and the income tax valuation allowance. On a continual basis, management reviews its estimates, utilizing currently available information, changes in facts and circumstances, historical experience and reasonable assumptions. After such reviews, and if deemed appropriate, those estimates are adjusted accordingly. Actual results could differ from those estimates. Earnings (Loss) Per Share Earnings (loss) per share is computed by dividing net income or loss by the weighted-average number of common stock shares outstanding. To the extent that stock options, warrants, and convertible preferred stock are anti-dilutive, they are excluded from the calculation of diluted earnings (loss) per share. For the three and six months ended June 30, 2023 and 2022, the Company excluded the following shares from the calculation of diluted loss per share because such amounts were antidilutive: 2023 2022 Shares issuable upon conversion of Series A Preferred Stock — 9,795,106 Shares issuable upon conversion of Series B Preferred Stock — 6,391,334 Shares issuable upon conversion of Series C Preferred — — Shares issuable upon exercise of warrants 2,373,348 2,231,174 Shares issuable upon exercise of stock options 4,881,491 3,244,066 Total 7,254,839 21,661,680 Recent Accounting Pronouncements 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. | 1. Description of Business and Summary of Accounting Principles Monogram Orthopaedics Inc. (“Monogram” or the “Company”), incorporated in the state of Delaware on April 21, 2016, is working to develop a product solution architecture to eventually enable mass personalized optimization of orthopedic implants by linking 3D printing and robotics via automated digital image analysis algorithms. The Company has a working navigated robot prototype that can optically track a simulated surgical target and execute optimized auto-generated cut paths for high precision insertion of implants in synthetic bone specimens. These implants and cut-paths are generated with proprietary Monogram software algorithms. The financial statements are presented in United States dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America. Certain reclassifications to the prior year financial statements have been made to conform with the current year presentation. Stock Split On November 30, 2022, the Company effected a two-for-one stock split of its common stock and increased the number of authorized shares of the Company’s capital stock to 150,000,000, with 90,000,000 designated as Common Stock, and 60,000,000 designated as Preferred Stock. All share and loss per share information have been retroactively adjusted for all periods presented to reflect the stock split, the incremental par value of the newly issued shares, and the increased number of authorized shares. Use of Estimates In preparing financial statements in conformity with generally accepted accounting principles, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. The Company’s most significant estimates relate to the fair value of the warrant liability, valuations of stock-based compensation, and the income tax valuation allowance. On a continual basis, management reviews its estimates, utilizing currently available information, changes in facts and circumstances, historical experience and reasonable assumptions. After such reviews, and if deemed appropriate, those estimates are adjusted accordingly. Actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all highly liquid investments purchased with original maturities of three months or less to be cash equivalents. The Company did not have any cash equivalents during fiscal 2022 and 2021. The Company may maintain cash balances that exceed federally insured limits. Equipment Equipment expenditures, including purchased software, are recorded at cost. Costs which extend the useful lives or increase the productivity of an asset are capitalized, while normal repairs and maintenance that do not extend the useful life or increase the productivity of an asset are expensed as incurred. Equipment, including the Company’s robotic equipment, and purchased software are depreciated on a straight-line basis over the five-year estimated useful life of these assets. Leases 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 of future lease payments is the risk-free rate at the commencement date. Operating lease expense is recognized on a straight-line basis over the lease term. Long-Lived Assets Long-lived assets, such as equipment and intangible assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If circumstances require a long-lived asset or asset group be tested for possible impairment, the Company first compares undiscounted cash flows expected to be generated by that asset or asset group to its carrying amount. If the carrying amount of the long-lived asset or asset group is determined to not be recoverable on an undiscounted cash flow basis, an impairment is recognized to the extent the carrying amount exceeds its fair value. The Company did not experience any impairment of its long-lived assets in 2022 or 2021. Revenue Recognition Revenue is recognized when promised products and services are transferred to the customer. The amount of revenue recognized reflects both the fixed and variable consideration to which the Company expects to be entitled in exchange for these products and services. In general, the Company applies the following five-step model when evaluating the amount and timing of revenue recognition in its customer contracts: Step 1 - Identify the contract(s) with a customer Step 2 - Identify the performance obligations in the contract Step 3 - Determine the transaction price Step 4 - Allocate the transaction price to the performance obligations Step 5 - Recognize revenue when (or as) performance obligations are satisfied The Company has not yet begun its principal operations. Revenue recognized during the year ended December 31, 2021 related to the sales of licensed, third-party products distributed by the Company. These product sales were recognized when control of the product was transferred to the customer. Grant Income During 2022, the Company recognized $256,000 of grant income related to an award from a governmental entity for research and development. This grant was considered to be outside the scope of ASC 606 because the governmental entity that provided the grant was not considered to be a customer that received reciprocal value in exchange for the grant provided to the Company. Since the grant provided the Company with payments for certain types of research and development activities, the Company’s recognized grant income when the research and development activities were completed, it was reasonably assured that the grant funding would be received, and all other conditions under the grant arrangement had been met. Stock-based Compensation The Company measures and records the expense related to stock-based compensation awards based on the fair value of those awards as determined on the date of grant. The Company recognizes stock-based compensation expense over the requisite service period of the individual grant, generally equal to the vesting period, and uses the straight-line method to recognize the related stock-based compensation. The Company uses the Black-Scholes-Merton (“Black-Scholes”) option-pricing model to determine the fair value of stock awards. The Black-Scholes option-pricing model requires the use of highly subjective and complex assumptions, including the estimated fair value and price volatility of the Company’s common stock and the expected term of the option. Marketing and Advertising Costs Marketing and advertising costs are expensed as incurred. Research and Development Costs Research and development costs primarily include salaries and benefits, including stock-based compensation charges, of employees performing research and development activities, as well as costs incurred by third-party contractors delivering research and development services to the Company. Research and development costs are expensed as incurred. Included in research and development are costs incurred by the Company to develop software that will be an integral component of the Company’s robotic products. Because this software has not yet met the technological feasibility criteria in Accounting Standards Codification Topic 985-20, “Software - Costs of Software To Be Sold, Leased, or Marketed”, costs incurred by the Company to develop this software are expensed as incurred. Income Taxes enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income and the reversal of deferred tax liabilities during the period in which related temporary differences become deductible. A valuation allowance has been established to eliminate the Company’s deferred tax assets as it is more likely than not that none of the deferred tax assets will be realized. The Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon settlement with the tax authorities. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. The Company records interest related to unrecognized tax benefits in interest expense and penalties in income tax expense. The Company has determined that it had no significant uncertain tax positions requiring recognition or disclosure. Earnings (Loss) Per Share Earnings (loss) per share is computed by dividing net income or loss by the weighted-average number of common stock shares outstanding. To the extent that stock options, warrants, and convertible preferred stock are anti-dilutive, they are excluded from the calculation of diluted earnings (loss) per share. For the years ended December 31, 2022 and 2021, the Company excluded the following shares from the calculation of diluted loss per share because such amounts were antidilutive: 2022 2021 Shares issuable upon conversion of Series A Preferred Stock 9,795,118 9,795,118 Shares issuable upon conversion of Series B Preferred Stock 6,391,334 3,486,962 Shares issuable upon conversion of Series C Preferred 876,734 — Shares issuable upon exercise of warrants 2,361,926 2,003,406 Shares issuable upon exercise of stock options 4,851,666 2,759,264 Total 24,276,642 18,044,750 Recent Accounting Pronouncements 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. |
Going Concern Matters and Reali
Going Concern Matters and Realization of Assets | 12 Months Ended |
Dec. 31, 2022 | |
Going Concern Matters and Realization of Assets | |
Going Concern Matters and Realization of Assets | 2. Going Concern Matters and Realization of Assets The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the ordinary course of business. However, the Company has sustained recurring losses from its continuing operations and had an accumulated deficit of $37.8 million at December 31, 2022. Further, the Company generated significant negative cash flows from operations of $8.4 million and $9.2 million during the years ended December 31, 2022 and 2021, respectively. The Company is dependent on its ongoing financing efforts, but these plus existing cash resources may be insufficient to fund its continuing operating losses, capital expenditures, lease and debt payments, and future working capital requirements. The Company may not be able to raise sufficient amounts of additional debt, equity, or other cash on acceptable terms, if at all. Failure to generate sufficient revenues, achieve certain other business plan objectives, or raise additional funds could have a material adverse effect on the Company’s results of operations, cash flows, and financial position, including its ability to continue as a going concern, and may require it to significantly reduce, reorganize, discontinue or shut down its operations. In view of the matters described above, recoverability of a major portion of the recorded asset amounts shown in the accompanying balance sheet is dependent upon the continued operations of the Company which, in turn, is dependent upon the Company’s ability to meet its financing requirements on a continuing basis, and to succeed in its future operations. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might be necessary should the Company be unable to continue its operations. Management’s plans to mitigate this risk include the following: 1. Continue to raise cash for research, product development, and working capital purposes by selling equity. On March 2, 2023, the Company commenced a Regulation A offering for up to 4,137,931 shares of common stock at a price of $7.25 per share. The Company also applied to have its common stock listed on the Nasdaq Capital Market under the symbol “MGRM”. With sufficient cash available to the Company, it can make the additional development expenditures necessary to produce a commercially viable product and generate revenues, and consequently cut monthly operating losses. 2. Continue to develop its technology and intellectual property and look for industry partners to use or sell its product. There can be no assurance that the Company will be able to achieve or maintain positive cash flows from operations. If the Company is unable to generate adequate funds from operations or raise sufficient additional funds, the Company may not be able to repay its existing debt, continue to develop its product, respond to competitive pressures, or fund its operations. As a result, the Company may be required to significantly reduce, reorganize, discontinue or shut down its operations. The financial statements do not include any adjustments that might result from this uncertainty. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Measurements | |
Fair Value Measurements | 3. Fair Value Measurements The Company uses fair value measurements to record fair value adjustments to certain assets and liabilities and to determine fair value disclosures of financial instruments on a recurring basis. Fair Value Measurements Consistent with Accounting Standards Codification Topic 820, Fair Value Measurements ● Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. ● Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. ● Level 3 inputs are unobservable inputs for the asset or liability. For assets and liabilities measured at fair value when there is limited or no observable market data, management applies judgment to estimate fair value and considers factors such as current pricing policy, the economic and competitive environment, the characteristics of the asset or liability, and other factors. The amounts estimated by management cannot be determined with precision and may not be realized in an actual sale or immediate settlement of the asset or liability. Inherent limitations in any such fair value calculation technique, including changes in discount rates, estimates of future cash flows, and other underlying assumptions, could significantly affect the results of current or future value. As described further in Note 8, the Company has a warrant liability that is measured and recognized at fair value on a recurring basis. The fair value of the warrant liability is measured using pricing models with no observable inputs and is therefore considered a Level 3 measurement within the fair value of hierarchy. The Company’s warrant liability is the only asset or liability measured under Level 3 of the fair value hierarchy. |
Other Current Assets
Other Current Assets | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Other Current Assets | ||
Other Current Assets | 2. Other Current Assets Other current assets consist of the following as of June 30, 2023 and December 31, 2022: June 30, December 31, 2023 2022 Inventory $ 4,550 $ 4,550 Receivable from investment platform vendor 900,000 157,598 Advance paid to vendor for supply development contract 250,000 250,000 Other prepaid expenses 254,534 375,856 Other current assets $ 1,409,084 $ 788,004 The receivable from the Company’s investment platform vendor is the result of a timing difference between when investors purchase the Company’s shares and remit payment to the platform vendor and when these funds are released to the Company by the platform vendor. | 4. Other Current Assets Other current assets consist of the following as of December 31, 2022 and 2021: 2022 2021 Inventory $ 4,550 $ — Receivable from investment platform vendor 157,598 418,503 Advance paid to vendor for supply development contract 250,000 250,000 Other prepaid expenses 375,856 309,407 Other current assets $ 788,004 $ 977,910 The receivable from the Company’s investment platform vendor is the result of a timing difference between when investors in the Company’s offering of Series C Preferred Stock purchase shares and remit payment to the platform vendor and when these funds are released to the Company by the platform vendor. The receivable at December 31, 2022 was collected by the Company in March 2023. |
Equipment
Equipment | 12 Months Ended |
Dec. 31, 2022 | |
Equipment | |
Equipment | 5. Equipment Equipment, net consists of the following as of December 31, 2022 and 2021: 2022 2021 Computer equipment $ 98,391 $ 63,740 Furniture 27,405 20,116 Engineering equipment 214,547 171,153 Medical equipment 184,379 184,379 Robot equipment 524,506 368,637 Software 537,839 537,839 1,587,067 1,345,864 Accumulated depreciation (504,625) (327,939) Equipment, net $ 1,082,442 $ 1,017,925 For the years ended December 31, 2022 and 2021, depreciation expense amounted to $176,686 and $165,734, respectively. |
Intangible Assets
Intangible Assets | 12 Months Ended |
Dec. 31, 2022 | |
Intangible Assets | |
Intangible Assets | 6. Intangible Assets The Company has obtained licenses to various intellectual property expected to be used in connection with its robotic surgical orthopedic implant system and other products and systems to be developed in the future. The total cost of these licenses was $1,125,000 and is being amortized over their estimated useful lives of five years. During 2022 and 2021, the Company recorded amortization expense of $210,000 and $156,250 related to these licenses. As of December 31, 2022 and 2021, the accumulated amortization on these intangible assets was $366,250 and $156,250, respectively. |
Preferred and Common Stock
Preferred and Common Stock | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Preferred and Common Stock | ||
Preferred and Common Stock | 3. Preferred and Common Stock Issuances of Common Stock On May 16, 2023, the Company completed an offering pursuant to Tier 2 of Regulation A, in which it raised $15,287,860 , net of issuance costs of $1,928,287 , from the sale of 2,374,641 shares of Common Stock at a price of $7.25 per share. Subsequently, on May 17, 2023, the Company filed a Form 8-A in connection with the listing of its Common Stock on Nasdaq, which was declared effective on the same date. At that time, each outstanding share of Series A, Series B, and Series C Preferred Stock was converted into two shares of Common Stock of the Company. During May 2023, the Company entered into a consulting arrangement with a vendor under which the Company issued 20,689 shares of restricted Common Stock that vest on a monthly basis over a term of 12 months . The estimated fair value of these shares was $150,000 on the date of grant and is being recognized as a component of general and administrative expenses on a straight-line basis over the 12-month vesting term. Offering of Series B Preferred Stock On January 15, 2021, the Company received a notice of qualification to issue up to 4,784,689 shares of Series B Preferred Stock, plus up to 478,468 additional shares of Series B Preferred Stock eligible to be issued as Bonus Shares to investors. The initial price of each share sold in the offering was $6.27 , but this was increased to $7.52 beginning in June 2021. In connection with the Company’s filing of a Form 8-A on May 17, 2023, each share of outstanding Series B Preferred Stock was converted into two shares of Common Stock. Offering of Series C Preferred Stock On July 14, 2022, the Company initiated a Regulation CF offering with Novation Solutions Inc. (O/A DealMaker) in which the Company planned to raise up to $5,000,000 from the issuance of 499,500 shares of Series C Preferred Stock at a price per share of $10.01 (the “Series C Offering”). In connection with the Company’s filing of a Form 8-A on May 17, 2023, each share of outstanding Series C Preferred Stock was converted into two shares of Common Stock. During the six months ended June 30, 2023 and 2022, the Company incurred issuance costs of approximately $1,992,336 and $846,625 , respectively, related to its preferred stock offerings, and recorded these costs as a reduction of additional paid-in capital. Anti-Dilution Right of CEO Benjamin Sexson, the Company’s Chief Executive Officer (“CEO”), is entitled to pre-emptive rights that permit him to preserve his vested equity position in the Company in the event of any additional issuances of Common Stock (or securities convertible into Common Stock), at a per-share price equal to the then current fair value, as reasonably determined by the Board. | 7. Preferred and Common Stock Offering of Series B Preferred Stock On January 15, 2021, the Company received a notice of qualification to issue up to 4,784,689 shares of Series B Preferred Stock, plus up to 478,468 additional shares of Series B Preferred Stock eligible to be issued as Bonus Shares to investors. The initial price of each share sold in the offering was $6.27, but this was increased to $7.52 beginning in June 2021. The Series B Preferred Stock may be converted into two shares of the Company’s Common Stock at the discretion of each investor, or automatically upon the occurrence of certain events, like an initial public offering. The Company discontinued its offering of Series B Preferred Stock prior to commencing its offering of Series C Preferred Stock. Offering of Series C Preferred Stock On July 14, 2022, the Company initiated a Regulation CF offering with Novation Solutions Inc. (O/A DealMaker) in which the Company planned to raise up to $5,000,000 from the issuance of 499,500 shares of Series C Preferred Stock at a price per share of $10.01 (the “Series C Offering”). The Series C Preferred Stock may be converted into two shares of the Company’s Common Stock at the discretion of each investor, or automatically upon occurrence of certain events, like an initial public offering. The Company discontinued its offering of Series C Preferred Stock prior to commencing its March 2023 offering of common stock (see Note 12). During the years ended December 31, 2022 and 2021, the Company incurred issuance costs of approximately $1,251,000 and $823,000, respectively, related to its offerings of Series B and Series C preferred stock, and recorded these costs as a reduction of additional paid-in capital. Rights of Preferred Stockholders The rights of the Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock are substantially the same, except as specifically noted below. Voting of the Company, and any decisions to repurchase capital stock, declare dividends, or liquidate, dissolve, or wind-up the business and affairs of the Company. Holders of the Company’s Common Stock are entitled to elect two directors to the Company’s Board of Directors as a standalone class; holders of Preferred Stock may not exercise any voting rights in the election of these directors. However, holders of Preferred Stock do have the right to vote with the holders of Common Stock to elect one independent director and any additional directors after the elections outlined above. Dividends Conversion Liquidation Preference Anti-Dilution Right of CEO Benjamin Sexson, the Company’s Chief Executive Officer (“CEO”), is entitled to pre-emptive rights that permit him to preserve his vested equity position in the Company in the event of any additional issuances of Common Stock (or securities convertible into Common Stock), at a per-share price equal to the then current fair value, as reasonably determined by the Board. |
Stock Warrants
Stock Warrants | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Stock Warrants | ||
Stock Warrants | 4. Stock Warrants Non-Dilutive Warrant On December 20, 2018, the Company issued a non-dilutive warrant that expires on December 20, 2025. The warrant has an exercise price of $1,250,000 and is exercisable into (i) shares of common stock equal to five percent (5%), calculated on a post-exercise basis, of the fully diluted capitalization of the Company, as of the date or dates of exercise, plus (ii) shares of preferred stock of each class or series of preferred stock of the Company equal to five percent (5%), calculated on a post-exercise basis, of the total issued and outstanding number of preferred shares of the Company, as of the date or dates of exercise. At June 30, 2023 and December 31, 2022, this warrant was exercisable into a total of 1,825,404 and 1,697,525 shares, respectively, of the Company’s capital stock. The fair value of this warrant was $6,150,632 and $7,392,041 at June 30, 2023 and December 31, 2022, respectively, and was estimated using a Black-Scholes valuation model with the following assumptions: June 30, December 31, 2023 2022 Per-share fair value of common stock $ 3.98 $ 5.01 Expected term 2.5 years 3.0 years Volatility 26.05 % 25.07 % Dividend rate 0.0 % 0.0 % Discount rate 4.69 % 4.24 % At December 31, 2022, the Company estimated the fair value of its common stock by reference to the price per share at which it was selling shares of preferred stock. Since the Company’s preferred stock was convertible into two shares of common stock, the estimated fair value of common stock was determined to be one -half the price per share of its recent sales of preferred stock. As the Company issues additional shares of capital stock, and as the fair value of the Company’s capital stock changes, the estimated fair value of the warrant liability may change by a significant amount. Exercised Warrant In October 2020, the Company issued a warrant to a vendor in exchange for platform and technology services provided to the Company in connection with its offering of Series B Preferred Stock. At December 31, 2022, the warrant was exercisable into 116,457 shares of Series B Preferred Stock, and the estimated value of the warrant liability was $127,059 . On May 18, 2023, the holder executed a cashless exercise of the warrant and received 78,837 shares of the Company’s Common Stock, which represented the difference between the total warrant shares issuable at exercise and the 37,619 warrant shares withheld by the Company to satisfy the holder’s exercise price obligation. Immediately prior to the exercise, the Company remeasured the fair value of the warrant and recorded a loss from the change in the fair value of $805,135 during the three months ended June 30, 2023. Other Warrant In February 2019, the Company entered into a warrant agreement that provided the holder with the right to acquire $1,000,000 worth of shares of the Company’s capital stock upon the occurrence of the Company raising $5,000,000 in an equity financing. This warrant is exercisable into 547,944 shares of Common Stock at a price of $1.825 per share and expires in February 2024. | 8. Stock Warrants On December 20, 2018, the Company issued a non-dilutive warrant that expires on December 20, 2025. The warrant has an exercise price of $1,250,000 and is exercisable into (i) shares of common stock equal to five percent (5%), calculated on a post-exercise basis, of the fully diluted capitalization of the Company, as of the date or dates of exercise, plus (ii) shares of preferred stock of each class or series of preferred stock of the Company equal to five percent (5%), calculated on a post-exercise basis, of the total issued and outstanding number of preferred shares of the Company, as of the date or dates of exercise. At December 31, 2022 and December 31, 2021, this warrant was exercisable into a total of 1,697,525 and 1,385,724 shares, respectively, of the Company’s capital stock. The fair value of this warrant was $7,392,041 and $4,021,810 at December 31, 2022 and 2021, respectively, and was estimated using a Black-Scholes valuation model with the following assumptions: December 31, December 31, 2022 2021 Estimated per-share fair value of common stock $ 5.01 $ 3.76 Expected term 3.0 years 4.0 years Volatility 25.07 % 30.3 % Dividend rate 0.0 % 0.0 % Discount rate 4.24 % 1.2 % At both December 31, 2022 and 2021, the Company estimated the fair value of its common stock by reference to the price per share at which it was currently selling shares of preferred stock. Since the Company’s preferred stock is convertible into two shares of common stock, the estimated fair value of common stock was determined to be one-half the price per share of its recent sales of preferred stock. In October 2020, the Company issued a warrant to a vendor in exchange for platform and technology services provided to the Company in connection with its offering of Series B Preferred Stock. This warrant is exercisable into shares of Series B Preferred Stock equal to 2% of the total number of shares of Series B Preferred Stock issued to investors in connection with the Company’s offering of Series B Preferred Stock. The exercise price of this warrant is $5.01, and the warrant expires in October 2025. At December 31, 2022 and 2021, the warrant was exercisable into 116,457 and 34,870 shares of Series B Preferred Stock, respectively, and the estimated value of the warrant liability was $127,059 and $65,426, respectively. In February 2019, the Company entered into a warrant agreement that provided the holder with the right to acquire $1,000,000 worth of shares of the Company’s capital stock upon the occurrence of the Company raising $5,000,000 in an equity financing. As a result of the Series A Preferred Stock issuances in 2020, this threshold was achieved, and the warrant is now exercisable into 273,972 shares of Series A Preferred Stock at a price of $3.65 per share. This warrant expires in February 2024. As the Company issues additional shares of common or preferred stock, the estimated fair value of the warrant liability is expected to increase. |
Stock Options
Stock Options | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Stock Options | ||
Stock Options | 5. Stock Options The Company has adopted a stock option plan covering the issuance of up to 4,000,000 shares of Common Stock to qualified individuals. Options granted under this plan vest over four years and expire ten years from the date of the grant. The following table summarizes stock option activity for the six months ended June 30, 2023: Option Weighted-Average Weighted-Average Number of Exercise Remaining Shares Price Per Share Contractual Term Options outstanding as of January 1, 2023 4,851,666 $ 1.91 8.4 Granted 89,500 1.76 — Exercised — — — Canceled 59,675 — — Options outstanding as of June 30, 2023 4,881,491 $ 1.92 8.0 Options exercisable as of June 30, 2023 2,018,173 $ 1.64 6.8 Stock-based compensation expense resulting from granted stock options was $758,260 and $261,917 for the six months ended June 30, 2023 and 2022, respectively. In addition, the Company recognized $25,000 of stock-based compensation related to the restricted shares granted under a consulting agreement (see Note 3) during the six months ended June 30, 2023. Unrecognized stock-based compensation expense related to stock options of $6,615,189 at June 30, 2023 will be recognized in future periods as the related stock options continue to vest over a weighted-average period of 3.22 years. | 9. Stock Options The Company has adopted a stock option plan covering the issuance of up to 4,000,000 shares of Common Stock to qualified individuals. Options granted under this plan vest over four years and expire ten years from the date of the grant. The following table summarizes stock option activity for the years ended December 31, 2022 and 2021: Option Option Weighted-Average Number of Exercise Exercise Shares Price Per Share Price Per Share Options outstanding at January 1, 2021 2,709,964 $0.30 - $2.00 $ 1.48 Granted 335,300 $3.13 - $3.76 $ 3.17 Exercised — — — Canceled (286,000) $0.30 - $3.13 $ 1.70 Options outstanding at December 31, 2021 2,759,264 $0.30 - $3.76 $ 1.66 Granted 2,149,152 $1.67 - $5.00 $ 2.19 Exercised — — — Canceled (56,750) $0.30 - $2.00 $ 0.49 Options outstanding at December 31, 2022 4,851,666 $0.30 - $5.00 $ 1.91 Options exercisable at December 31, 2022 1,592,088 $0.30 - $3.76 $ 1.49 Stock-based compensation expense resulting from granted stock options was $743,274 and $205,629 for the years ended December 31, 2022 and 2021, respectively. Unrecognized stock-based compensation expense of $6,900,425 at December 31, 2022 will be recognized in future periods as the related stock options continue to vest. The weighted-average remaining contractual life of previously granted stock options was 8.40 years at December 31, 2022. The grant-date fair values of stock options granted in 2022 and 2021 was $3.16 and $1.53, respectively, and were estimated using a Black-Scholes valuation model with the following assumptions: December 31, December 31, 2022 2021 Expected term 7.21 years 7.0 years Volatility 27.03 % 30.3 % Dividend rate 0.0 % 0.0 % Discount rate 3.32 % 1.2 % |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2022 | |
Income Taxes | |
Income Taxes | 10. Income Taxes Due to the net losses incurred by the Company, no income tax expense was recorded for the years ended December 31, 2022 and 2021. Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company’s deferred tax assets and liabilities as of December 31, 2022 and 2021 were as follows: 2022 2021 Deferred tax assets, net: Net operating loss carryforwards and tax credits $ 5,255,000 $ 3,650,000 Stock-based compensation 199,000 Valuation allowance (5,454,000) (3,650,000) Net deferred assets $ — $ — Given the significant uncertainty of future utilization of taxable benefits from the Company’s net operating losses, a full valuation allowance has been recorded, resulting in a net increase in the valuation allowance of $2,115,000 during the year ended December 31, 2022. The following is a reconciliation of the tax provisions for the years ended December 31, 2022 and 2021 with the statutory Federal income tax rates: Percentage of Pre-Tax Income 2022 2021 Statutory Federal income tax rate 21.0 % 21.0 % Loss generating no tax benefit (21.0) (21.0) Effective tax rate — — The Company did not have any material unrecognized tax benefits as of December 31, 2022 and 2021 and does not expect its unrecognized tax benefits to significantly increase or decrease within the next twelve months. The Company incurred no interest or penalties relating to unrecognized tax benefits during the years ended December 31, 2022 and 2021. The Company is subject to U.S. federal income tax, as well as taxes by various state jurisdictions. The Company is currently open to audit under the statute of limitations by the federal and state jurisdictions for the years ending December 31, 2018 through 2021. At December 31, 2022, the Company had net operating loss carryforwards for Federal income tax purposes of approximately $25,000,000 being carried forward indefinitely, pursuant to the Tax Cuts and Jobs Act. Utilization of the net operating losses may be subject to annual limitations provided by Section 382 of the Code and similar State provisions. During the years ended December 31, 2022 and 2021, the Company recognized research and development payroll tax credits of approximately $147,000 and $27,000, respectively. Such amounts were recorded as a reduction of research and development expenses on the accompanying statements of operations. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies. | |
Commitments and Contingencies | 11. Commitments and Contingencies Litigation The Company accrues for loss contingencies associated with outstanding litigation, claims and assessments for which management has determined it is probable that a loss contingency exists and the amount of loss can be reasonably estimated. Costs for professional services associated with litigation claims are expensed as incurred. As of December 31, 2022, the Company has not incurred or accrued any amounts for litigation matters. Leases The Company entered into a lease for its headquarters in February 2020 and executed an amendment to expand these premises in March 2022. The terms of both the original lease and amendment expire in June 2027. The following table summarizes additional information related to the Company’s accounting for operating leases for years ended December 31: 2022 2021 Total operating lease expense $ 134,641 $ 102,738 Cash paid related to operating lease liabilities $ 123,053 $ 96,006 Weighted-average remaining lease term 4.50 years 2.25 years Weighted-average discount rate used to determine operating lease liabilities 2.78 % 5.0 % Future minimum lease payments due under noncancellable operating leases as of December 31, 2021, are as follows: 2023 $ 133,549 2024 140,265 2025 146,450 2026 152,309 2027 78,311 Total minimum lease payments 650,884 Less: amounts representing interest (40,729) Present value of operating lease liabilities $ 610,155 |
Subsequent Events
Subsequent Events | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2021 | |
Subsequent Events | ||
Subsequent Events | 6. Subsequent Events On July 19, 2023, the Company entered into a Common Stock Purchase Agreement (the “Purchase Agreement”) and a Registration Rights Agreement with B. Riley Principal Capital, II LLC (the “BRPC II”), pursuant to which the registrant has the right to sell to BRPC II up to $20.0 million in shares of Common Stock (the “Committed Equity Shares”), subject to certain limitations and the satisfaction of specified conditions in the Purchase Agreement, from time to time over the 24-month period commencing upon the initial satisfaction of the conditions to the BRPC II’s purchase obligations set forth in the Purchase Agreement, including that the registration statement be declared effective by the SEC and the final form of prospectus included therein is filed with the SEC. Sales of common stock pursuant to the Purchase Agreement, and the timing of any sales, are solely at the Company’s option, and it is under no obligation to sell any securities to BRPC II under the Purchase Agreement. As consideration for BRPC II’s commitment to purchase shares of common stock at the Company’s direction upon the terms and subject to the conditions set forth in the Purchase Agreement, upon execution of the Purchase Agreement, the Company issued 45,252 shares of common stock to BRPC II (the “Commitment Shares”). The company also paid a Commitment Fee of $200,000 to BRPC II. | 12. Subsequent Events On March 2, 2023, the Company commenced a Regulation A offering for up to 4,137,931 shares of common stock at a price of $7.25 per share. The Company also applied to have its common stock listed on the Nasdaq Capital Market under the symbol “MGRM”. The Company evaluated subsequent events through June 30, 2023, the date these financial statements were issued, for events that should be recorded or disclosed in the financial statements for the year ended December 31, 2022. The Company concluded that no other events have occurred that would require recognition or disclosure in the financial statements. |
Description of Business and S_2
Description of Business and Summary of Accounting Principles (Policies) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Description of Business and Summary of Accounting Principles | ||
Basis of Presentation | Basis of Presentation The accounting and reporting policies of the Company conform to accounting principles generally accepted in the United States of America and are consistent in all material respects with those applied in our December 31, 2022 Form 1-K. As permitted by SEC requirements for interim reporting, certain footnotes or other financial information have been condensed or omitted. In the opinion of management, all normal and recurring adjustments considered necessary for the fair presentation of the financial statements have been included. Revenues, expenses, assets, and liabilities can vary during each quarter of the year, therefore, the results and trends in these interim financial statements may not be representative of those for the full year. The information included in this Form 10-Q should be read in conjunction with the financial statements and accompanying notes included in the Company’s 2022 Form 1-K. Going Concern The accompanying unaudited financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company is a business that has not yet generated profits, with a loss during the six months ended June 30, 2023 of $9,095,263 and an accumulated deficit of $46,858,710 as of June 30, 2023. The Company’s ability to continue as a going concern in the next twelve months following the date the unaudited financial statements were available to be issued is dependent upon its ability to produce revenues and/or obtain financing sufficient to meet current and future obligations and deploy such to produce profitable operating results. Management has evaluated these conditions and plans to generate revenue and raise capital as needed to satisfy its capital needs. Although the Company has previously been successful in raising capital as needed, no assurance can be given that the Company will be successful in its capital raising efforts. These factors, among others, raise substantial doubt about the ability of the Company to continue as a going concern for a reasonable period. | |
Stock Split | Stock Split On November 30, 2022, the Company effected a two-for-one stock split of its common stock and increased the number of authorized shares of the Company’s capital stock to 150,000,000, with 90,000,000 designated as Common Stock, and 60,000,000 designated as Preferred Stock. All share and loss per share information have been retroactively adjusted for all periods presented to reflect the stock split, the incremental par value of the newly issued shares, and the increased number of authorized shares. | Stock Split On November 30, 2022, the Company effected a two-for-one stock split of its common stock and increased the number of authorized shares of the Company’s capital stock to 150,000,000, with 90,000,000 designated as Common Stock, and 60,000,000 designated as Preferred Stock. All share and loss per share information have been retroactively adjusted for all periods presented to reflect the stock split, the incremental par value of the newly issued shares, and the increased number of authorized shares. |
Use of Estimates | Use of Estimates In preparing financial statements in conformity with generally accepted accounting principles, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. The Company’s most significant estimates relate to the fair value of the warrant liability, valuations of stock-based compensation, and the income tax valuation allowance. On a continual basis, management reviews its estimates, utilizing currently available information, changes in facts and circumstances, historical experience and reasonable assumptions. After such reviews, and if deemed appropriate, those estimates are adjusted accordingly. Actual results could differ from those estimates. | Use of Estimates In preparing financial statements in conformity with generally accepted accounting principles, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. The Company’s most significant estimates relate to the fair value of the warrant liability, valuations of stock-based compensation, and the income tax valuation allowance. On a continual basis, management reviews its estimates, utilizing currently available information, changes in facts and circumstances, historical experience and reasonable assumptions. After such reviews, and if deemed appropriate, those estimates are adjusted accordingly. Actual results could differ from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments purchased with original maturities of three months or less to be cash equivalents. The Company did not have any cash equivalents during fiscal 2022 and 2021. The Company may maintain cash balances that exceed federally insured limits. | |
Equipment | Equipment Equipment expenditures, including purchased software, are recorded at cost. Costs which extend the useful lives or increase the productivity of an asset are capitalized, while normal repairs and maintenance that do not extend the useful life or increase the productivity of an asset are expensed as incurred. Equipment, including the Company’s robotic equipment, and purchased software are depreciated on a straight-line basis over the five-year estimated useful life of these assets. | |
Leases | Leases 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 of future lease payments is the risk-free rate at the commencement date. Operating lease expense is recognized on a straight-line basis over the lease term. | |
Long-Lived Assets | Long-Lived Assets Long-lived assets, such as equipment and intangible assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If circumstances require a long-lived asset or asset group be tested for possible impairment, the Company first compares undiscounted cash flows expected to be generated by that asset or asset group to its carrying amount. If the carrying amount of the long-lived asset or asset group is determined to not be recoverable on an undiscounted cash flow basis, an impairment is recognized to the extent the carrying amount exceeds its fair value. The Company did not experience any impairment of its long-lived assets in 2022 or 2021. | |
Revenue Recognition | Revenue Recognition Revenue is recognized when promised products and services are transferred to the customer. The amount of revenue recognized reflects both the fixed and variable consideration to which the Company expects to be entitled in exchange for these products and services. In general, the Company applies the following five-step model when evaluating the amount and timing of revenue recognition in its customer contracts: Step 1 - Identify the contract(s) with a customer Step 2 - Identify the performance obligations in the contract Step 3 - Determine the transaction price Step 4 - Allocate the transaction price to the performance obligations Step 5 - Recognize revenue when (or as) performance obligations are satisfied The Company has not yet begun its principal operations. Revenue recognized during the year ended December 31, 2021 related to the sales of licensed, third-party products distributed by the Company. These product sales were recognized when control of the product was transferred to the customer. | |
Grant Income | Grant Income During 2022, the Company recognized $256,000 of grant income related to an award from a governmental entity for research and development. This grant was considered to be outside the scope of ASC 606 because the governmental entity that provided the grant was not considered to be a customer that received reciprocal value in exchange for the grant provided to the Company. Since the grant provided the Company with payments for certain types of research and development activities, the Company’s recognized grant income when the research and development activities were completed, it was reasonably assured that the grant funding would be received, and all other conditions under the grant arrangement had been met. | |
Stock-based Compensation | Stock-based Compensation The Company measures and records the expense related to stock-based compensation awards based on the fair value of those awards as determined on the date of grant. The Company recognizes stock-based compensation expense over the requisite service period of the individual grant, generally equal to the vesting period, and uses the straight-line method to recognize the related stock-based compensation. The Company uses the Black-Scholes-Merton (“Black-Scholes”) option-pricing model to determine the fair value of stock awards. The Black-Scholes option-pricing model requires the use of highly subjective and complex assumptions, including the estimated fair value and price volatility of the Company’s common stock and the expected term of the option. | |
Marketing and Advertising Costs | Marketing and Advertising Costs Marketing and advertising costs are expensed as incurred. | |
Research and Development Costs | Research and Development Costs Research and development costs primarily include salaries and benefits, including stock-based compensation charges, of employees performing research and development activities, as well as costs incurred by third-party contractors delivering research and development services to the Company. Research and development costs are expensed as incurred. Included in research and development are costs incurred by the Company to develop software that will be an integral component of the Company’s robotic products. Because this software has not yet met the technological feasibility criteria in Accounting Standards Codification Topic 985-20, “Software - Costs of Software To Be Sold, Leased, or Marketed”, costs incurred by the Company to develop this software are expensed as incurred. | |
Income Taxes | Income Taxes enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income and the reversal of deferred tax liabilities during the period in which related temporary differences become deductible. A valuation allowance has been established to eliminate the Company’s deferred tax assets as it is more likely than not that none of the deferred tax assets will be realized. The Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon settlement with the tax authorities. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. The Company records interest related to unrecognized tax benefits in interest expense and penalties in income tax expense. The Company has determined that it had no significant uncertain tax positions requiring recognition or disclosure. | |
Earnings (Loss) Per Share | Earnings (Loss) Per Share Earnings (loss) per share is computed by dividing net income or loss by the weighted-average number of common stock shares outstanding. To the extent that stock options, warrants, and convertible preferred stock are anti-dilutive, they are excluded from the calculation of diluted earnings (loss) per share. For the three and six months ended June 30, 2023 and 2022, the Company excluded the following shares from the calculation of diluted loss per share because such amounts were antidilutive: 2023 2022 Shares issuable upon conversion of Series A Preferred Stock — 9,795,106 Shares issuable upon conversion of Series B Preferred Stock — 6,391,334 Shares issuable upon conversion of Series C Preferred — — Shares issuable upon exercise of warrants 2,373,348 2,231,174 Shares issuable upon exercise of stock options 4,881,491 3,244,066 Total 7,254,839 21,661,680 | Earnings (Loss) Per Share Earnings (loss) per share is computed by dividing net income or loss by the weighted-average number of common stock shares outstanding. To the extent that stock options, warrants, and convertible preferred stock are anti-dilutive, they are excluded from the calculation of diluted earnings (loss) per share. For the years ended December 31, 2022 and 2021, the Company excluded the following shares from the calculation of diluted loss per share because such amounts were antidilutive: 2022 2021 Shares issuable upon conversion of Series A Preferred Stock 9,795,118 9,795,118 Shares issuable upon conversion of Series B Preferred Stock 6,391,334 3,486,962 Shares issuable upon conversion of Series C Preferred 876,734 — Shares issuable upon exercise of warrants 2,361,926 2,003,406 Shares issuable upon exercise of stock options 4,851,666 2,759,264 Total 24,276,642 18,044,750 |
Recent Accounting Pronouncements | Recent Accounting Pronouncements 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. | Recent Accounting Pronouncements 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. |
Description of Business and S_3
Description of Business and Summary of Accounting Principles (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Description of Business and Summary of Accounting Principles | ||
Schedule of shares excluded from the calculation of diluted loss per share because such amounts were antidilutive | 2023 2022 Shares issuable upon conversion of Series A Preferred Stock — 9,795,106 Shares issuable upon conversion of Series B Preferred Stock — 6,391,334 Shares issuable upon conversion of Series C Preferred — — Shares issuable upon exercise of warrants 2,373,348 2,231,174 Shares issuable upon exercise of stock options 4,881,491 3,244,066 Total 7,254,839 21,661,680 | 2022 2021 Shares issuable upon conversion of Series A Preferred Stock 9,795,118 9,795,118 Shares issuable upon conversion of Series B Preferred Stock 6,391,334 3,486,962 Shares issuable upon conversion of Series C Preferred 876,734 — Shares issuable upon exercise of warrants 2,361,926 2,003,406 Shares issuable upon exercise of stock options 4,851,666 2,759,264 Total 24,276,642 18,044,750 |
Other Current Assets (Tables)
Other Current Assets (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Other Current Assets | ||
Schedule of components of other current assets | June 30, December 31, 2023 2022 Inventory $ 4,550 $ 4,550 Receivable from investment platform vendor 900,000 157,598 Advance paid to vendor for supply development contract 250,000 250,000 Other prepaid expenses 254,534 375,856 Other current assets $ 1,409,084 $ 788,004 | 2022 2021 Inventory $ 4,550 $ — Receivable from investment platform vendor 157,598 418,503 Advance paid to vendor for supply development contract 250,000 250,000 Other prepaid expenses 375,856 309,407 Other current assets $ 788,004 $ 977,910 |
Equipment (Tables)
Equipment (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Equipment | |
Schedule of equipment, net | 2022 2021 Computer equipment $ 98,391 $ 63,740 Furniture 27,405 20,116 Engineering equipment 214,547 171,153 Medical equipment 184,379 184,379 Robot equipment 524,506 368,637 Software 537,839 537,839 1,587,067 1,345,864 Accumulated depreciation (504,625) (327,939) Equipment, net $ 1,082,442 $ 1,017,925 |
Stock Warrants (Tables)
Stock Warrants (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Stock Warrants | ||
Schedule of assumptions used in estimation of fair value of warrants | June 30, December 31, 2023 2022 Per-share fair value of common stock $ 3.98 $ 5.01 Expected term 2.5 years 3.0 years Volatility 26.05 % 25.07 % Dividend rate 0.0 % 0.0 % Discount rate 4.69 % 4.24 % | December 31, December 31, 2022 2021 Estimated per-share fair value of common stock $ 5.01 $ 3.76 Expected term 3.0 years 4.0 years Volatility 25.07 % 30.3 % Dividend rate 0.0 % 0.0 % Discount rate 4.24 % 1.2 % |
Stock Options (Tables)
Stock Options (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Stock Options | ||
Summary of stock option activity | Option Weighted-Average Weighted-Average Number of Exercise Remaining Shares Price Per Share Contractual Term Options outstanding as of January 1, 2023 4,851,666 $ 1.91 8.4 Granted 89,500 1.76 — Exercised — — — Canceled 59,675 — — Options outstanding as of June 30, 2023 4,881,491 $ 1.92 8.0 Options exercisable as of June 30, 2023 2,018,173 $ 1.64 6.8 | Option Option Weighted-Average Number of Exercise Exercise Shares Price Per Share Price Per Share Options outstanding at January 1, 2021 2,709,964 $0.30 - $2.00 $ 1.48 Granted 335,300 $3.13 - $3.76 $ 3.17 Exercised — — — Canceled (286,000) $0.30 - $3.13 $ 1.70 Options outstanding at December 31, 2021 2,759,264 $0.30 - $3.76 $ 1.66 Granted 2,149,152 $1.67 - $5.00 $ 2.19 Exercised — — — Canceled (56,750) $0.30 - $2.00 $ 0.49 Options outstanding at December 31, 2022 4,851,666 $0.30 - $5.00 $ 1.91 Options exercisable at December 31, 2022 1,592,088 $0.30 - $3.76 $ 1.49 |
Schedule of grant date fair value black scholes valuation assumptions | December 31, December 31, 2022 2021 Expected term 7.21 years 7.0 years Volatility 27.03 % 30.3 % Dividend rate 0.0 % 0.0 % Discount rate 3.32 % 1.2 % |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Taxes | |
Schedule of significant components of Company's deferred tax assets and liabilities | 2022 2021 Deferred tax assets, net: Net operating loss carryforwards and tax credits $ 5,255,000 $ 3,650,000 Stock-based compensation 199,000 Valuation allowance (5,454,000) (3,650,000) Net deferred assets $ — $ — |
Schedule of effective income tax rate reconciliation | Percentage of Pre-Tax Income 2022 2021 Statutory Federal income tax rate 21.0 % 21.0 % Loss generating no tax benefit (21.0) (21.0) Effective tax rate — — |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies. | |
Summary of additional information related to the Company's accounting for operating leases | 2022 2021 Total operating lease expense $ 134,641 $ 102,738 Cash paid related to operating lease liabilities $ 123,053 $ 96,006 Weighted-average remaining lease term 4.50 years 2.25 years Weighted-average discount rate used to determine operating lease liabilities 2.78 % 5.0 % |
Schedule of future minimum lease payments due under noncancelable operating leases | Future minimum lease payments due under noncancellable operating leases as of December 31, 2021, are as follows: 2023 $ 133,549 2024 140,265 2025 146,450 2026 152,309 2027 78,311 Total minimum lease payments 650,884 Less: amounts representing interest (40,729) Present value of operating lease liabilities $ 610,155 |
Description of Business and S_4
Description of Business and Summary of Accounting Principles - Stock Split (Details) | 1 Months Ended | 6 Months Ended | ||
Nov. 30, 2022 shares | Jun. 30, 2023 shares | Dec. 31, 2022 shares | Dec. 31, 2021 shares | |
Description of Business and Summary of Accounting Principles | ||||
Stock split conversion ratio | 2 | 2 | ||
Aggregate authorized shares | 150,000,000 | |||
Common stock, shares authorized | 90,000,000 | 90,000,000 | 90,000,000 | 90,000,000 |
Preferred stock, shares authorized | 60,000,000 |
Description of Business and S_5
Description of Business and Summary of Accounting Principles - Antidilutive shares (Details) - shares | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Antidilutive shares | ||||
Shares excluded from the calculation of diluted loss per share because such amounts were antidilutive | 7,254,839 | 21,661,680 | 24,276,642 | 18,044,750 |
Shares issuable upon conversion of Series A Preferred Stock | ||||
Antidilutive shares | ||||
Shares excluded from the calculation of diluted loss per share because such amounts were antidilutive | 9,795,106 | 9,795,118 | 9,795,118 | |
Shares issuable upon conversion of Series B Preferred Stock | ||||
Antidilutive shares | ||||
Shares excluded from the calculation of diluted loss per share because such amounts were antidilutive | 6,391,334 | 6,391,334 | 3,486,962 | |
Shares issuable upon conversion of Series C Preferred | ||||
Antidilutive shares | ||||
Shares excluded from the calculation of diluted loss per share because such amounts were antidilutive | 876,734 | |||
Shares issuable upon exercise of warrants | ||||
Antidilutive shares | ||||
Shares excluded from the calculation of diluted loss per share because such amounts were antidilutive | 2,373,348 | 2,231,174 | 2,361,926 | 2,003,406 |
Shares issuable upon exercise of stock options | ||||
Antidilutive shares | ||||
Shares excluded from the calculation of diluted loss per share because such amounts were antidilutive | 4,881,491 | 3,244,066 | 4,851,666 | 2,759,264 |
Description of Business and S_6
Description of Business and Summary of Accounting Principles - Equipment (Details) | Dec. 31, 2022 |
Description of Business and Summary of Accounting Principles | |
Estimated useful life of assets | 5 years |
Description of Business and S_7
Description of Business and Summary of Accounting Principles - Grant Income (Details) | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Description of Business and Summary of Accounting Principles | |
Grant income | $ 256,000 |
Going Concern Matters and Rea_2
Going Concern Matters and Realization of Assets (Details) - USD ($) | 6 Months Ended | 12 Months Ended | ||||
May 16, 2023 | Mar. 02, 2023 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Going Concern Matters and Realization of Assets | ||||||
Accumulated deficit | $ (46,858,710) | $ (37,763,447) | $ (24,072,500) | |||
Cash used in operating activities | $ (8,768,464) | $ (5,066,508) | $ (8,419,553) | $ (9,167,965) | ||
Common stock shares issued | 2,374,641 | |||||
Offering price per share | $ 7.25 | |||||
Subsequent Events | ||||||
Going Concern Matters and Realization of Assets | ||||||
Common stock shares issued | 4,137,931 | |||||
Offering price per share | $ 7.25 |
Other Current Assets (Details)
Other Current Assets (Details) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Other Current Assets | |||
Inventory | $ 4,550 | $ 4,550 | |
Receivable from investment platform vendor | 900,000 | 157,598 | $ 418,503 |
Advance paid to vendor for supply development contract | 250,000 | 250,000 | 250,000 |
Other prepaid expenses | 254,534 | 375,856 | 309,407 |
Other current assets | $ 1,409,084 | $ 788,004 | $ 977,910 |
Equipment - Schedule of equipme
Equipment - Schedule of equipment, net (Details) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Equipment | |||
Equipment, gross | $ 1,587,067 | $ 1,345,864 | |
Accumulated depreciation | (504,625) | (327,939) | |
Equipment, net | $ 1,020,664 | 1,082,442 | 1,017,925 |
Computer equipment | |||
Equipment | |||
Equipment, gross | 98,391 | 63,740 | |
Furniture | |||
Equipment | |||
Equipment, gross | 27,405 | 20,116 | |
Engineering equipment | |||
Equipment | |||
Equipment, gross | 214,547 | 171,153 | |
Medical equipment | |||
Equipment | |||
Equipment, gross | 184,379 | 184,379 | |
Robot equipment | |||
Equipment | |||
Equipment, gross | 524,506 | 368,637 | |
Software | |||
Equipment | |||
Equipment, gross | $ 537,839 | $ 537,839 |
Equipment (Details)
Equipment (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Equipment | ||
Depreciation expense | $ 176,686 | $ 165,734 |
Intangible Assets (Details)
Intangible Assets (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Intangible Assets | ||
Total cost of intangible assets | $ 1,125,000 | |
Amortization of estimated useful lives | 5 years | |
Amortization expense | $ 210,000 | $ 156,250 |
Accumulated amortization on intangible assets | $ 366,250 | $ 156,250 |
Preferred and Common Stock (Det
Preferred and Common Stock (Details) | 6 Months Ended | 12 Months Ended | ||||||
May 16, 2023 $ / shares shares | Jul. 14, 2022 USD ($) $ / shares shares | Jun. 30, 2023 USD ($) | Jun. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) director Vote $ / shares shares | Dec. 31, 2021 USD ($) | Jun. 30, 2021 $ / shares | Jan. 15, 2021 $ / shares shares | |
Preferred and Common Stock | ||||||||
Common stock shares issued | shares | 2,374,641 | |||||||
Offering price per share | $ 7.25 | |||||||
Number of common stock that each share of preferred stock may be converted into | 2 | 2 | ||||||
Issuance costs recorded as reduction of additional paid-in capital | $ | $ 1,992,336 | $ 846,625 | $ 1,251,000 | $ 823,000 | ||||
Number of votes for preferred shareholders | Vote | 1 | |||||||
Number of directors entitled to be elected by common stockholders | director | 2 | |||||||
Number of directors entitled to be elected by preferred stockholders after the elections by common stockholders | director | 1 | |||||||
Number of shares issued upon conversion of each preferred stock | shares | 2 | |||||||
Series A Preferred Stock | ||||||||
Preferred and Common Stock | ||||||||
Original issue price | $ 4 | |||||||
Series B Preferred Stock | ||||||||
Preferred and Common Stock | ||||||||
Maximum number of shares issuable, pursuant to notice of qualification | shares | 4,784,689 | |||||||
Maximum number of bonus shares issuable, pursuant to notice of qualification | shares | 478,468 | |||||||
Offering price per share | $ 7.52 | $ 6.27 | ||||||
Number of common stock that each share of preferred stock may be converted into | 2 | |||||||
Original issue price | 6.27 | |||||||
Original issue price, two | 7.52 | |||||||
Series C Preferred Stock | ||||||||
Preferred and Common Stock | ||||||||
Maximum proceeds to be raised by issuance of shares | $ | $ 5,000,000 | |||||||
Common stock shares issued | shares | 499,500 | |||||||
Offering price per share | $ 10.01 | |||||||
Number of common stock that each share of preferred stock may be converted into | 2 | |||||||
Original issue price | $ 10.01 |
Stock Warrants (Details)
Stock Warrants (Details) | 1 Months Ended | ||||||
Feb. 28, 2019 USD ($) $ / shares shares | Jun. 30, 2023 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) $ / shares shares | Jan. 15, 2021 | Oct. 31, 2020 $ / shares | Dec. 20, 2018 USD ($) | |
Stock Warrants | |||||||
Fair value of warrants | $ 6,150,632 | $ 7,519,101 | $ 4,087,236 | ||||
Number of common stock that each share of preferred stock may be converted into | 2 | 2 | |||||
Series B Preferred Stock | |||||||
Stock Warrants | |||||||
Number of common stock that each share of preferred stock may be converted into | 2 | ||||||
December 2018 warrants | |||||||
Stock Warrants | |||||||
Aggregate exercise price of warrants | $ 1,250,000 | ||||||
Common stock shares called by warrants, as a percentage of the fully diluted capitalization of the Company | 5% | ||||||
Preferred stock shares called by warrants, as a percentage of the total issued and outstanding number of preferred shares | 5% | ||||||
Number of shares called by warrants | shares | 1,825,404 | 1,697,525 | 1,385,724 | ||||
Fair value of warrants | $ 6,150,632 | $ 7,392,041 | $ 4,021,810 | ||||
Estimated fair value of common stock, represented as price per share of recent sales of preferred stock | $ / shares | $ 0.5 | $ 0.5 | $ 0.5 | ||||
October 2020 warrants | |||||||
Stock Warrants | |||||||
Fair value of warrants | $ 127,059 | $ 65,426 | |||||
October 2020 warrants | Series B Preferred Stock | |||||||
Stock Warrants | |||||||
Preferred stock shares called by warrants, as a percentage of the total issued and outstanding number of preferred shares | 2% | ||||||
Number of shares called by warrants | shares | 116,457 | ||||||
Exercise price of warrants | $ / shares | $ 5.01 | ||||||
Value of capital stock shares called by warrants | $ 116,457 | $ 34,870 | |||||
February 2019 warrants | |||||||
Stock Warrants | |||||||
Number of shares called by warrants | shares | 547,944 | ||||||
Exercise price of warrants | $ / shares | $ 1.825 | ||||||
Value of capital stock shares called by warrants | $ 1,000,000 | ||||||
Threshold proceeds from equity financing for exercise of warrants | $ 5,000,000 | ||||||
February 2019 warrants | Series A Preferred Stock | |||||||
Stock Warrants | |||||||
Number of shares called by warrants | shares | 273,972 | ||||||
Exercise price of warrants | $ / shares | $ 3.65 |
Stock Warrants - Assumptions us
Stock Warrants - Assumptions used in estimating fair value of warrants (Details) - December 2018 warrants | Jun. 30, 2023 Y $ / shares | Dec. 31, 2022 Y $ / shares | Dec. 31, 2021 $ / shares Y |
Estimated per-share fair value of common stock | |||
Assumptions used in estimating fair value of warrants | |||
Stock warrants, Measurement Input | $ / shares | 3.98 | 5.01 | 3.76 |
Expected term | |||
Assumptions used in estimating fair value of warrants | |||
Stock warrants, Measurement Input | Y | 2.5 | 3 | 4 |
Volatility | |||
Assumptions used in estimating fair value of warrants | |||
Stock warrants, Measurement Input | 0.2605 | 0.2507 | 0.303 |
Dividend rate | |||
Assumptions used in estimating fair value of warrants | |||
Stock warrants, Measurement Input | 0 | 0 | 0 |
Discount rate | |||
Assumptions used in estimating fair value of warrants | |||
Stock warrants, Measurement Input | 0.0469 | 0.0424 | 0.012 |
Stock Options (Details)
Stock Options (Details) - shares | 1 Months Ended | 6 Months Ended | 12 Months Ended |
May 31, 2023 | Jun. 30, 2023 | Dec. 31, 2022 | |
Stock Options | |||
Number of shares authorized | 4,000,000 | 4,000,000 | |
Vesting term | 12 months | 4 years | 4 years |
Expiration term | 10 years | 10 years |
Stock Options - Stock option ac
Stock Options - Stock option activity (Details) - $ / shares | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Option Number of Shares | |||
Options outstanding as of beginning | 4,851,666 | 2,759,264 | 2,709,964 |
Granted | 89,500 | 2,149,152 | 335,300 |
Canceled | (59,675) | (56,750) | (286,000) |
Options outstanding as of end | 4,881,491 | 4,851,666 | 2,759,264 |
Options exercisable as of end | 2,018,173 | 1,592,088 | |
Option Exercise Price Per Share | |||
Options outstanding as of beginning (in shares), Minimum | $ 0.30 | $ 0.30 | $ 0.30 |
Options outstanding as of beginning (in shares), Maximum | 5 | 3.76 | 2 |
Granted (in shares), Minimum | 1.67 | 3.13 | |
Granted (in shares), Maximum | 5 | 3.76 | |
Cancelled (in shares), Minimum | 0.30 | 0.30 | |
Cancelled (in shares), Maximum | 2 | 3.13 | |
Options outstanding as of ending (in shares), Minimum | 0.30 | 0.30 | |
Options outstanding as of ending (in shares), Maximum | 5 | 3.76 | |
Exercisable (in shares), Minimum | 0.30 | ||
Exercisable (in shares), Maximum | 3.76 | ||
Weighted-Average Exercise Price Per Share | |||
Options outstanding as of beginning (in shares) | 1.91 | 1.66 | 1.48 |
Granted (in shares) | 1.76 | 2.19 | 3.17 |
Canceled (in shares) | 0.49 | 1.70 | |
Options outstanding as of end (in shares) | 1.92 | 1.91 | $ 1.66 |
Options exercisable as of end (in shares) | $ 1.64 | $ 1.49 | |
Weighted-Average Remaining Contractual Term | |||
Weighted-Average Remaining Contractual Term | 8 years | 8 years 4 months 24 days | |
Weighted-Average Exercisable Remaining Contractual Term | 6 years 9 months 18 days |
Stock Options - Grant-date fair
Stock Options - Grant-date fair values of stock options (Details) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Stock Options | ||
Expected term | 7 years 2 months 15 days | 7 years |
Volatility | 27.03% | 30.30% |
Dividend rate | 0% | 0% |
Discount rate | 3.32% | 1.20% |
Stock Options - Additional info
Stock Options - Additional information (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Jun. 30, 2023 | |
Stock Options | |||
Stock-based compensation expense | $ 743,274 | $ 205,629 | |
Unrecognized stock-based compensation expense | $ 6,900,425 | $ 6,615,189 | |
Share based compensation weighted average remaining contractual term, Granted | 8 years 4 months 24 days | ||
Options grant date fair value | $ 3.16 | $ 1.53 |
Income Taxes - Significant comp
Income Taxes - Significant components of company's deferred tax assets and liabilities (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred tax assets, net: | ||
Net operating loss carryforwards and tax credits | $ 5,255,000 | $ 3,650,000 |
Stock-based compensation | 199,000 | |
Valuation allowance | $ (5,454,000) | $ (3,650,000) |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of tax provision (Details) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Taxes | ||
Statutory Federal income tax rate | 21% | 21% |
Loss generating no tax benefit | (21.00%) | (21.00%) |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Taxes | ||
Income tax expense | $ 0 | $ 0 |
Net increase in valuation allowance | 2,115,000 | |
Unrecognized tax benefits | 0 | 0 |
Unrecognized tax benefits tax penalties and interest expense | 0 | 0 |
Net operating loss carryforwards for federal income tax | 25,000,000 | |
Research and development payroll tax credits | $ 147,000 | $ 27,000 |
Commitments and Contingencies -
Commitments and Contingencies - Information related to the Company's accounting for operating leases (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Commitments and Contingencies. | ||
Total operating lease expense | $ 134,641 | $ 102,738 |
Cash paid related to operating lease liabilities | $ 123,053 | $ 96,006 |
Weighted-average remaining lease term | 4 years 6 months | 2 years 3 months |
Weighted-average discount rate used to determine operating lease liabilities | 2.78% | 5% |
Commitments and Contingencies_2
Commitments and Contingencies - Future minimum lease payments due under noncancelable operating leases (Details) | Dec. 31, 2021 USD ($) |
Commitments and Contingencies. | |
2023 | $ 133,549 |
2024 | 140,265 |
2025 | 146,450 |
2026 | 152,309 |
2027 | 78,311 |
Total minimum lease payments | 650,884 |
Less: amounts representing interest | (40,729) |
Present value of operating lease liabilities | $ 610,155 |
Subsequent Events (Details)
Subsequent Events (Details) - $ / shares | May 16, 2023 | Mar. 02, 2023 |
Subsequent Events | ||
Common stock shares issued | 2,374,641 | |
Offering price per share | $ 7.25 | |
Subsequent Events | ||
Subsequent Events | ||
Common stock shares issued | 4,137,931 | |
Offering price per share | $ 7.25 |
CONDENSED BALANCE SHEETS_2
CONDENSED BALANCE SHEETS - USD ($) | Jun. 30, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets: | |||||||
Cash and cash equivalents | $ 17,097,676 | $ 10,468,645 | $ 5,535,710 | ||||
Prepaid expenses and other current assets | 1,409,084 | 788,004 | 977,910 | ||||
Total current assets | 18,506,760 | 11,256,650 | 6,513,620 | ||||
Equipment, net of accumulated depreciation | 1,020,664 | 1,082,442 | 1,017,925 | ||||
Intangible assets, net | 653,750 | 758,750 | 968,750 | ||||
Operating lease right-of-use assets | 529,994 | 592,221 | 215,071 | ||||
Total assets | 20,711,168 | 13,690,063 | 8,715,366 | ||||
Current liabilities: | |||||||
Accounts payable | 1,455,232 | 663,170 | 449,032 | ||||
Accrued liabilities | 354,828 | 748,460 | 464,477 | ||||
Warrant liability | 6,150,632 | 7,519,101 | 4,087,236 | ||||
Operating lease liabilities, current | 122,696 | 118,166 | 92,886 | ||||
Total current liabilities | 8,083,389 | 9,048,897 | 5,093,631 | ||||
Operating lease liabilities, non-current | 429,369 | 491,989 | 118,577 | ||||
Total liabilities | 8,512,758 | 9,540,886 | 5,212,208 | ||||
Commitments and contingencies | |||||||
Stockholders' equity: | |||||||
Common stock, $.001 par value; 90,000,000 shares authorized, 29,253,251 and 9,673,870 shares issued and outstanding at June 30, 2023 and December 31, 2022, respectively | 29,253 | 9,674 | 9,674 | ||||
Additional paid-in capital | 59,027,867 | 41,894,417 | 27,559,342 | ||||
Accumulated deficit | (46,858,710) | (37,763,447) | (24,072,500) | ||||
Total stockholders' equity | 12,198,410 | $ 805,636 | 4,149,176 | $ 7,011,057 | $ 8,087,650 | 3,503,158 | $ 4,989,433 |
Total liabilities and stockholders' equity | $ 20,711,168 | 13,690,063 | 8,715,366 | ||||
Series A Preferred Stock | |||||||
Stockholders' equity: | |||||||
Preferred Stock | 4,898 | 4,898 | |||||
Series B Preferred Stock | |||||||
Stockholders' equity: | |||||||
Preferred Stock | 3,196 | $ 1,743 | |||||
Series C Preferred Stock | |||||||
Stockholders' equity: | |||||||
Preferred Stock | $ 438 |
CONDENSED BALANCE SHEETS (Par_2
CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares | Jun. 30, 2023 | Dec. 31, 2022 | Nov. 30, 2022 | Dec. 31, 2021 |
Preferred Stock, shares authorized | 60,000,000 | |||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 | |
Common stock, shares authorized | 90,000,000 | 90,000,000 | 90,000,000 | 90,000,000 |
Common stock, shares issued | 29,253,251 | 9,673,870 | 9,673,870 | |
Common stock, shares outstanding | 29,253,251 | 9,673,870 | 9,673,870 | |
Series A Preferred Stock | ||||
Preferred Stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 | |
Preferred Stock, shares authorized | 5,443,717 | 5,443,717 | 5,443,717 | |
Preferred Stock, shares issued | 0 | 4,897,553 | 4,897,553 | |
Preferred Stock, shares outstanding | 0 | 4,897,553 | 4,897,553 | |
Series B Preferred Stock | ||||
Preferred Stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 | |
Preferred Stock, shares authorized | 3,456,286 | 3,456,286 | 3,456,286 | |
Preferred Stock, shares issued | 0 | 3,195,599 | 1,743,481 | |
Preferred Stock, shares outstanding | 0 | 3,195,599 | 1,743,481 | |
Series C Preferred Stock | ||||
Preferred Stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 | |
Preferred Stock, shares authorized | 600,000 | 600,000 | 600,000 | |
Preferred Stock, shares issued | 0 | 438,367 | 0 | |
Preferred Stock, shares outstanding | 0 | 438,367 | 0 |
CONDENSED STATEMENTS OF OPERA_2
CONDENSED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | |
Operating expenses: | |||
Research and development | $ 2,737,656 | $ 1,181,334 | $ 4,458,144 |
Marketing and advertising | 1,674,387 | 67,276 | 2,801,776 |
General and administrative | 1,326,159 | 582,106 | 2,374,347 |
Total operating expenses | 5,738,202 | 1,830,716 | 9,634,267 |
Loss from operations | (5,738,202) | (1,830,716) | (9,634,267) |
Other income (expense): | |||
Change in fair value of warrant liability | 439,611 | (54,285) | 442,134 |
Interest income and other, net | 61,710 | 24,556 | 96,530 |
Other income (expense) | 339 | 8 | 340 |
Total other income (expense), net | 501,660 | (29,721) | 539,004 |
Net loss before taxes | (5,236,541) | (1,860,437) | (9,095,263) |
Net loss | $ (5,236,541) | $ (1,859,437) | $ (9,095,263) |
Basic loss per common share | $ (0.27) | $ (0.19) | $ (0.63) |
Diluted loss per common share | $ (0.27) | $ (0.19) | $ (0.63) |
Weighted-average number of basic shares outstanding | 19,271,521 | 9,673,870 | 14,472,695 |
Weighted-average number of diluted shares outstanding | 19,271,521 | 9,673,870 | 14,472,695 |
CONDENSED STATEMENTS OF STOCK_2
CONDENSED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) | Series A Preferred Stock Preferred Stock | Series B Preferred Stock Preferred Stock | Series B Preferred Stock Additional Paid-in Capital | Series B Preferred Stock | Series C Preferred Stock Preferred Stock | Series C Preferred Stock Additional Paid-in Capital | Series C Preferred Stock | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Total |
Balance as of beginning at Dec. 31, 2020 | $ 4,898 | $ 9,674 | $ 17,232,393 | $ (12,257,532) | $ 4,989,433 | ||||||
Balance as of beginning (in shares) at Dec. 31, 2020 | 4,897,553 | 9,673,870 | |||||||||
CONDENSED STATEMENTS OF STOCKHOLDERS' EQUITY | |||||||||||
Issuance of Stock for cash, net of issuance costs | $ 1,743 | $ 10,121,321 | $ 10,123,064 | ||||||||
Issuance of Stock for cash, net of issuance costs (in shares) | 1,743,481 | ||||||||||
Stock-based compensation | 205,629 | 205,629 | |||||||||
Net loss | (11,814,968) | (11,814,968) | |||||||||
Balance as of ending at Dec. 31, 2021 | $ 4,898 | $ 1,743 | $ 9,674 | 27,559,343 | (24,072,500) | 3,503,158 | |||||
Balance as of ending (in shares) at Dec. 31, 2021 | 4,897,553 | 1,743,481 | 9,673,870 | ||||||||
CONDENSED STATEMENTS OF STOCKHOLDERS' EQUITY | |||||||||||
Issuance of Stock for cash, net of issuance costs | $ 1,356 | 9,010,822 | 9,012,178 | ||||||||
Issuance of Stock for cash, net of issuance costs (in shares) | 1,356,303 | ||||||||||
Stock-based compensation | 76,973 | 76,973 | |||||||||
Net loss | (4,504,659) | (4,504,659) | |||||||||
Balance as of ending at Mar. 31, 2022 | $ 4,898 | $ 3,099 | $ 9,674 | 36,647,138 | (28,577,159) | 8,087,650 | |||||
Balance as of ending (in shares) at Mar. 31, 2022 | 4,897,553 | 3,099,784 | 9,673,870 | ||||||||
Balance as of beginning at Dec. 31, 2021 | $ 4,898 | $ 1,743 | $ 9,674 | 27,559,343 | (24,072,500) | 3,503,158 | |||||
Balance as of beginning (in shares) at Dec. 31, 2021 | 4,897,553 | 1,743,481 | 9,673,870 | ||||||||
CONDENSED STATEMENTS OF STOCKHOLDERS' EQUITY | |||||||||||
Net loss | (6,364,096) | ||||||||||
Balance as of ending at Jun. 30, 2022 | $ 4,898 | $ 3,196 | $ 9,674 | 37,429,885 | (30,436,596) | 7,011,057 | |||||
Balance as of ending (in shares) at Jun. 30, 2022 | 4,897,553 | 3,195,667 | 9,673,870 | ||||||||
Balance as of beginning at Dec. 31, 2021 | $ 4,898 | $ 1,743 | $ 9,674 | 27,559,343 | (24,072,500) | 3,503,158 | |||||
Balance as of beginning (in shares) at Dec. 31, 2021 | 4,897,553 | 1,743,481 | 9,673,870 | ||||||||
CONDENSED STATEMENTS OF STOCKHOLDERS' EQUITY | |||||||||||
Issuance of Stock for cash, net of issuance costs | $ 1,453 | $ 9,613,625 | $ 9,615,078 | $ 438 | $ 3,978,175 | $ 3,978,613 | |||||
Issuance of Stock for cash, net of issuance costs (in shares) | 1,452,186 | 438,367 | |||||||||
Stock-based compensation | 743,274 | 743,274 | |||||||||
Net loss | (13,690,947) | (13,690,947) | |||||||||
Balance as of ending at Dec. 31, 2022 | $ 4,898 | $ 3,196 | $ 438 | $ 9,674 | 41,894,417 | (37,763,447) | 4,149,176 | ||||
Balance as of ending (in shares) at Dec. 31, 2022 | 4,897,553 | 3,195,599 | 438,367 | 9,673,870 | |||||||
Balance as of beginning at Mar. 31, 2022 | $ 4,898 | $ 3,099 | $ 9,674 | 36,647,138 | (28,577,159) | 8,087,650 | |||||
Balance as of beginning (in shares) at Mar. 31, 2022 | 4,897,553 | 3,099,784 | 9,673,870 | ||||||||
CONDENSED STATEMENTS OF STOCKHOLDERS' EQUITY | |||||||||||
Issuance of Stock for cash, net of issuance costs | $ 97 | 597,803 | 597,900 | ||||||||
Issuance of Stock for cash, net of issuance costs (in shares) | 95,883 | ||||||||||
Stock-based compensation | 184,944 | 184,944 | |||||||||
Net loss | (1,859,437) | (1,859,437) | |||||||||
Balance as of ending at Jun. 30, 2022 | $ 4,898 | $ 3,196 | $ 9,674 | 37,429,885 | (30,436,596) | 7,011,057 | |||||
Balance as of ending (in shares) at Jun. 30, 2022 | 4,897,553 | 3,195,667 | 9,673,870 | ||||||||
Balance as of beginning at Dec. 31, 2022 | $ 4,898 | $ 3,196 | $ 438 | $ 9,674 | 41,894,417 | (37,763,447) | 4,149,176 | ||||
Balance as of beginning (in shares) at Dec. 31, 2022 | 4,897,553 | 3,195,599 | 438,367 | 9,673,870 | |||||||
CONDENSED STATEMENTS OF STOCKHOLDERS' EQUITY | |||||||||||
Stock-based compensation | 368,140 | 368,140 | |||||||||
Net loss | (3,858,722) | (3,858,722) | |||||||||
Balance as of ending at Mar. 31, 2023 | $ 4,898 | $ 3,196 | $ 459 | $ 9,674 | 42,409,578 | (41,622,169) | 805,636 | ||||
Balance as of ending (in shares) at Mar. 31, 2023 | 4,897,553 | 3,195,599 | 459,455 | 9,673,870 | |||||||
Balance as of beginning at Dec. 31, 2022 | $ 4,898 | $ 3,196 | $ 438 | $ 9,674 | 41,894,417 | (37,763,447) | 4,149,176 | ||||
Balance as of beginning (in shares) at Dec. 31, 2022 | 4,897,553 | 3,195,599 | 438,367 | 9,673,870 | |||||||
CONDENSED STATEMENTS OF STOCKHOLDERS' EQUITY | |||||||||||
Issuance of Stock for cash, net of issuance costs | $ 21 | 147,021 | 147,042 | ||||||||
Issuance of Stock for cash, net of issuance costs (in shares) | 21,088 | ||||||||||
Net loss | (9,095,263) | ||||||||||
Balance as of ending at Jun. 30, 2023 | $ 29,253 | 59,027,867 | (46,858,710) | 12,198,410 | |||||||
Balance as of ending (in shares) at Jun. 30, 2023 | 29,253,251 | ||||||||||
Balance as of beginning at Mar. 31, 2023 | $ 4,898 | $ 3,196 | $ 459 | $ 9,674 | 42,409,578 | (41,622,169) | 805,636 | ||||
Balance as of beginning (in shares) at Mar. 31, 2023 | 4,897,553 | 3,195,599 | 459,455 | 9,673,870 | |||||||
CONDENSED STATEMENTS OF STOCKHOLDERS' EQUITY | |||||||||||
Conversions of Preferred Stock into Common Stock | $ (4,898) | $ (3,196) | $ (459) | $ 17,105 | (8,522) | ||||||
Conversions of Preferred Stock into Common Stock ( in shares) | (4,897,553) | (3,195,599) | (459,455) | 17,105,214 | |||||||
Issuance of Stock for cash, net of issuance costs | $ 2,375 | 15,285,486 | 15,287,860 | ||||||||
Issuance of Stock for cash, net of issuance costs (in shares) | 2,374,641 | ||||||||||
Exercise of warrants | $ 79 | 926,256 | 926,335 | ||||||||
Exercise of warrants (in shares) | 78,837 | ||||||||||
Issuance of restricted Common Stock for services | $ 21 | 24,979 | 25,000 | ||||||||
Issuance of restricted Common Stock for services (in shares) | 20,689 | ||||||||||
Stock-based compensation | 390,120 | 390,120 | |||||||||
Net loss | (5,236,541) | (5,236,541) | |||||||||
Balance as of ending at Jun. 30, 2023 | $ 29,253 | $ 59,027,867 | $ (46,858,710) | $ 12,198,410 | |||||||
Balance as of ending (in shares) at Jun. 30, 2023 | 29,253,251 |
CONDENSED STATEMENTS OF CASH _2
CONDENSED STATEMENTS OF CASH FLOWS - USD ($) | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Operating activities: | ||||
Net loss | $ (9,095,263) | $ (6,364,096) | $ (13,690,947) | $ (11,814,968) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Stock-based compensation | 783,260 | 261,917 | 743,274 | 205,629 |
Depreciation and amortization | 204,186 | 188,336 | 386,686 | 321,984 |
Change in fair value of warrant liability | (442,134) | 793,591 | 3,431,865 | 1,563,439 |
Changes in non-cash working capital balances: | ||||
Other current assets | (621,080) | 333,616 | 189,906 | 34,584 |
Accounts payable | 792,062 | (196,534) | 214,138 | 266,217 |
Accrued liabilities | (393,632) | (83,271) | 283,983 | 250,122 |
Operating lease assets and liabilities, net | 4,137 | (66) | 21,543 | (6,114) |
Cash used in operating activities | (8,768,464) | (5,066,508) | (8,419,553) | (9,167,965) |
Investing activities: | ||||
Purchase of equipment | (37,409) | (22,682) | (241,203) | (31,107) |
Cash used in investing activities | (37,409) | (22,682) | (241,203) | (1,006,107) |
Financing activities: | ||||
Proceeds from issuance of Common Stock, net of cost | 15,287,860 | |||
Federal Grants | 231,000 | |||
Cash provided by financing activities | 15,434,902 | 9,846,077 | 13,593,691 | 10,123,064 |
Increase in cash and cash equivalents during the period | 6,629,030 | 4,756,887 | 4,932,935 | (51,038) |
Cash and cash equivalents, beginning of the period | 10,468,645 | 5,535,710 | 5,535,710 | 5,586,748 |
Cash and cash equivalents, end of the period | 17,097,675 | 10,292,599 | 10,468,645 | 5,535,710 |
Noncash investing and financing activities: | ||||
Increase in right of use asset and lease liability from lease extension | 245,120 | |||
Cashless exercise of warrant | 926,335 | |||
Series B Preferred Stock | ||||
Financing activities: | ||||
Proceeds from issuances of preferred stock, net | $ 9,615,077 | 9,615,078 | $ 10,123,064 | |
Series C Preferred Stock | ||||
Financing activities: | ||||
Proceeds from issuances of preferred stock, net | $ 147,042 | $ 3,978,613 |
Description of Business and S_8
Description of Business and Summary of Accounting Principles | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Description of Business and Summary of Accounting Principles | ||
Description of Business and Summary of Accounting Principles | 1. Description of Business and Summary of Accounting Principles Monogram Orthopaedics Inc. (“Monogram” or the “Company”), incorporated in the state of Delaware on April 21, 2016, is working to develop a product solution architecture to eventually enable mass personalized optimization of orthopedic implants by linking 3D printing and robotics via automated digital image analysis algorithms. The Company has a working navigated robot prototype that can optically track a simulated surgical target and execute optimized auto-generated cut paths for high precision insertion of implants in synthetic bone specimens. These implants and cut-paths are generated with proprietary Monogram software algorithms. Basis of Presentation The accounting and reporting policies of the Company conform to accounting principles generally accepted in the United States of America and are consistent in all material respects with those applied in our December 31, 2022 Form 1-K. As permitted by SEC requirements for interim reporting, certain footnotes or other financial information have been condensed or omitted. In the opinion of management, all normal and recurring adjustments considered necessary for the fair presentation of the financial statements have been included. Revenues, expenses, assets, and liabilities can vary during each quarter of the year, therefore, the results and trends in these interim financial statements may not be representative of those for the full year. The information included in this Form 10-Q should be read in conjunction with the financial statements and accompanying notes included in the Company’s 2022 Form 1-K. Going Concern The accompanying unaudited financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company is a business that has not yet generated profits, with a loss during the six months ended June 30, 2023 of $9,095,263 and an accumulated deficit of $46,858,710 as of June 30, 2023. The Company’s ability to continue as a going concern in the next twelve months following the date the unaudited financial statements were available to be issued is dependent upon its ability to produce revenues and/or obtain financing sufficient to meet current and future obligations and deploy such to produce profitable operating results. Management has evaluated these conditions and plans to generate revenue and raise capital as needed to satisfy its capital needs. Although the Company has previously been successful in raising capital as needed, no assurance can be given that the Company will be successful in its capital raising efforts. These factors, among others, raise substantial doubt about the ability of the Company to continue as a going concern for a reasonable period. Stock Split On November 30, 2022, the Company effected a two-for-one stock split of its common stock and increased the number of authorized shares of the Company’s capital stock to 150,000,000, with 90,000,000 designated as Common Stock, and 60,000,000 designated as Preferred Stock. All share and loss per share information have been retroactively adjusted for all periods presented to reflect the stock split, the incremental par value of the newly issued shares, and the increased number of authorized shares. Use of Estimates In preparing financial statements in conformity with generally accepted accounting principles, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. The Company’s most significant estimates relate to the fair value of the warrant liability, valuations of stock-based compensation, and the income tax valuation allowance. On a continual basis, management reviews its estimates, utilizing currently available information, changes in facts and circumstances, historical experience and reasonable assumptions. After such reviews, and if deemed appropriate, those estimates are adjusted accordingly. Actual results could differ from those estimates. Earnings (Loss) Per Share Earnings (loss) per share is computed by dividing net income or loss by the weighted-average number of common stock shares outstanding. To the extent that stock options, warrants, and convertible preferred stock are anti-dilutive, they are excluded from the calculation of diluted earnings (loss) per share. For the three and six months ended June 30, 2023 and 2022, the Company excluded the following shares from the calculation of diluted loss per share because such amounts were antidilutive: 2023 2022 Shares issuable upon conversion of Series A Preferred Stock — 9,795,106 Shares issuable upon conversion of Series B Preferred Stock — 6,391,334 Shares issuable upon conversion of Series C Preferred — — Shares issuable upon exercise of warrants 2,373,348 2,231,174 Shares issuable upon exercise of stock options 4,881,491 3,244,066 Total 7,254,839 21,661,680 Recent Accounting Pronouncements 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. | 1. Description of Business and Summary of Accounting Principles Monogram Orthopaedics Inc. (“Monogram” or the “Company”), incorporated in the state of Delaware on April 21, 2016, is working to develop a product solution architecture to eventually enable mass personalized optimization of orthopedic implants by linking 3D printing and robotics via automated digital image analysis algorithms. The Company has a working navigated robot prototype that can optically track a simulated surgical target and execute optimized auto-generated cut paths for high precision insertion of implants in synthetic bone specimens. These implants and cut-paths are generated with proprietary Monogram software algorithms. The financial statements are presented in United States dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America. Certain reclassifications to the prior year financial statements have been made to conform with the current year presentation. Stock Split On November 30, 2022, the Company effected a two-for-one stock split of its common stock and increased the number of authorized shares of the Company’s capital stock to 150,000,000, with 90,000,000 designated as Common Stock, and 60,000,000 designated as Preferred Stock. All share and loss per share information have been retroactively adjusted for all periods presented to reflect the stock split, the incremental par value of the newly issued shares, and the increased number of authorized shares. Use of Estimates In preparing financial statements in conformity with generally accepted accounting principles, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. The Company’s most significant estimates relate to the fair value of the warrant liability, valuations of stock-based compensation, and the income tax valuation allowance. On a continual basis, management reviews its estimates, utilizing currently available information, changes in facts and circumstances, historical experience and reasonable assumptions. After such reviews, and if deemed appropriate, those estimates are adjusted accordingly. Actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all highly liquid investments purchased with original maturities of three months or less to be cash equivalents. The Company did not have any cash equivalents during fiscal 2022 and 2021. The Company may maintain cash balances that exceed federally insured limits. Equipment Equipment expenditures, including purchased software, are recorded at cost. Costs which extend the useful lives or increase the productivity of an asset are capitalized, while normal repairs and maintenance that do not extend the useful life or increase the productivity of an asset are expensed as incurred. Equipment, including the Company’s robotic equipment, and purchased software are depreciated on a straight-line basis over the five-year estimated useful life of these assets. Leases 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 of future lease payments is the risk-free rate at the commencement date. Operating lease expense is recognized on a straight-line basis over the lease term. Long-Lived Assets Long-lived assets, such as equipment and intangible assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If circumstances require a long-lived asset or asset group be tested for possible impairment, the Company first compares undiscounted cash flows expected to be generated by that asset or asset group to its carrying amount. If the carrying amount of the long-lived asset or asset group is determined to not be recoverable on an undiscounted cash flow basis, an impairment is recognized to the extent the carrying amount exceeds its fair value. The Company did not experience any impairment of its long-lived assets in 2022 or 2021. Revenue Recognition Revenue is recognized when promised products and services are transferred to the customer. The amount of revenue recognized reflects both the fixed and variable consideration to which the Company expects to be entitled in exchange for these products and services. In general, the Company applies the following five-step model when evaluating the amount and timing of revenue recognition in its customer contracts: Step 1 - Identify the contract(s) with a customer Step 2 - Identify the performance obligations in the contract Step 3 - Determine the transaction price Step 4 - Allocate the transaction price to the performance obligations Step 5 - Recognize revenue when (or as) performance obligations are satisfied The Company has not yet begun its principal operations. Revenue recognized during the year ended December 31, 2021 related to the sales of licensed, third-party products distributed by the Company. These product sales were recognized when control of the product was transferred to the customer. Grant Income During 2022, the Company recognized $256,000 of grant income related to an award from a governmental entity for research and development. This grant was considered to be outside the scope of ASC 606 because the governmental entity that provided the grant was not considered to be a customer that received reciprocal value in exchange for the grant provided to the Company. Since the grant provided the Company with payments for certain types of research and development activities, the Company’s recognized grant income when the research and development activities were completed, it was reasonably assured that the grant funding would be received, and all other conditions under the grant arrangement had been met. Stock-based Compensation The Company measures and records the expense related to stock-based compensation awards based on the fair value of those awards as determined on the date of grant. The Company recognizes stock-based compensation expense over the requisite service period of the individual grant, generally equal to the vesting period, and uses the straight-line method to recognize the related stock-based compensation. The Company uses the Black-Scholes-Merton (“Black-Scholes”) option-pricing model to determine the fair value of stock awards. The Black-Scholes option-pricing model requires the use of highly subjective and complex assumptions, including the estimated fair value and price volatility of the Company’s common stock and the expected term of the option. Marketing and Advertising Costs Marketing and advertising costs are expensed as incurred. Research and Development Costs Research and development costs primarily include salaries and benefits, including stock-based compensation charges, of employees performing research and development activities, as well as costs incurred by third-party contractors delivering research and development services to the Company. Research and development costs are expensed as incurred. Included in research and development are costs incurred by the Company to develop software that will be an integral component of the Company’s robotic products. Because this software has not yet met the technological feasibility criteria in Accounting Standards Codification Topic 985-20, “Software - Costs of Software To Be Sold, Leased, or Marketed”, costs incurred by the Company to develop this software are expensed as incurred. Income Taxes enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income and the reversal of deferred tax liabilities during the period in which related temporary differences become deductible. A valuation allowance has been established to eliminate the Company’s deferred tax assets as it is more likely than not that none of the deferred tax assets will be realized. The Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon settlement with the tax authorities. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. The Company records interest related to unrecognized tax benefits in interest expense and penalties in income tax expense. The Company has determined that it had no significant uncertain tax positions requiring recognition or disclosure. Earnings (Loss) Per Share Earnings (loss) per share is computed by dividing net income or loss by the weighted-average number of common stock shares outstanding. To the extent that stock options, warrants, and convertible preferred stock are anti-dilutive, they are excluded from the calculation of diluted earnings (loss) per share. For the years ended December 31, 2022 and 2021, the Company excluded the following shares from the calculation of diluted loss per share because such amounts were antidilutive: 2022 2021 Shares issuable upon conversion of Series A Preferred Stock 9,795,118 9,795,118 Shares issuable upon conversion of Series B Preferred Stock 6,391,334 3,486,962 Shares issuable upon conversion of Series C Preferred 876,734 — Shares issuable upon exercise of warrants 2,361,926 2,003,406 Shares issuable upon exercise of stock options 4,851,666 2,759,264 Total 24,276,642 18,044,750 Recent Accounting Pronouncements 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. |
Other Current Assets_2
Other Current Assets | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Other Current Assets | ||
Other Current Assets | 2. Other Current Assets Other current assets consist of the following as of June 30, 2023 and December 31, 2022: June 30, December 31, 2023 2022 Inventory $ 4,550 $ 4,550 Receivable from investment platform vendor 900,000 157,598 Advance paid to vendor for supply development contract 250,000 250,000 Other prepaid expenses 254,534 375,856 Other current assets $ 1,409,084 $ 788,004 The receivable from the Company’s investment platform vendor is the result of a timing difference between when investors purchase the Company’s shares and remit payment to the platform vendor and when these funds are released to the Company by the platform vendor. | 4. Other Current Assets Other current assets consist of the following as of December 31, 2022 and 2021: 2022 2021 Inventory $ 4,550 $ — Receivable from investment platform vendor 157,598 418,503 Advance paid to vendor for supply development contract 250,000 250,000 Other prepaid expenses 375,856 309,407 Other current assets $ 788,004 $ 977,910 The receivable from the Company’s investment platform vendor is the result of a timing difference between when investors in the Company’s offering of Series C Preferred Stock purchase shares and remit payment to the platform vendor and when these funds are released to the Company by the platform vendor. The receivable at December 31, 2022 was collected by the Company in March 2023. |
Preferred and Common Stock_2
Preferred and Common Stock | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Preferred and Common Stock | ||
Preferred and Common Stock | 3. Preferred and Common Stock Issuances of Common Stock On May 16, 2023, the Company completed an offering pursuant to Tier 2 of Regulation A, in which it raised $15,287,860 , net of issuance costs of $1,928,287 , from the sale of 2,374,641 shares of Common Stock at a price of $7.25 per share. Subsequently, on May 17, 2023, the Company filed a Form 8-A in connection with the listing of its Common Stock on Nasdaq, which was declared effective on the same date. At that time, each outstanding share of Series A, Series B, and Series C Preferred Stock was converted into two shares of Common Stock of the Company. During May 2023, the Company entered into a consulting arrangement with a vendor under which the Company issued 20,689 shares of restricted Common Stock that vest on a monthly basis over a term of 12 months . The estimated fair value of these shares was $150,000 on the date of grant and is being recognized as a component of general and administrative expenses on a straight-line basis over the 12-month vesting term. Offering of Series B Preferred Stock On January 15, 2021, the Company received a notice of qualification to issue up to 4,784,689 shares of Series B Preferred Stock, plus up to 478,468 additional shares of Series B Preferred Stock eligible to be issued as Bonus Shares to investors. The initial price of each share sold in the offering was $6.27 , but this was increased to $7.52 beginning in June 2021. In connection with the Company’s filing of a Form 8-A on May 17, 2023, each share of outstanding Series B Preferred Stock was converted into two shares of Common Stock. Offering of Series C Preferred Stock On July 14, 2022, the Company initiated a Regulation CF offering with Novation Solutions Inc. (O/A DealMaker) in which the Company planned to raise up to $5,000,000 from the issuance of 499,500 shares of Series C Preferred Stock at a price per share of $10.01 (the “Series C Offering”). In connection with the Company’s filing of a Form 8-A on May 17, 2023, each share of outstanding Series C Preferred Stock was converted into two shares of Common Stock. During the six months ended June 30, 2023 and 2022, the Company incurred issuance costs of approximately $1,992,336 and $846,625 , respectively, related to its preferred stock offerings, and recorded these costs as a reduction of additional paid-in capital. Anti-Dilution Right of CEO Benjamin Sexson, the Company’s Chief Executive Officer (“CEO”), is entitled to pre-emptive rights that permit him to preserve his vested equity position in the Company in the event of any additional issuances of Common Stock (or securities convertible into Common Stock), at a per-share price equal to the then current fair value, as reasonably determined by the Board. | 7. Preferred and Common Stock Offering of Series B Preferred Stock On January 15, 2021, the Company received a notice of qualification to issue up to 4,784,689 shares of Series B Preferred Stock, plus up to 478,468 additional shares of Series B Preferred Stock eligible to be issued as Bonus Shares to investors. The initial price of each share sold in the offering was $6.27, but this was increased to $7.52 beginning in June 2021. The Series B Preferred Stock may be converted into two shares of the Company’s Common Stock at the discretion of each investor, or automatically upon the occurrence of certain events, like an initial public offering. The Company discontinued its offering of Series B Preferred Stock prior to commencing its offering of Series C Preferred Stock. Offering of Series C Preferred Stock On July 14, 2022, the Company initiated a Regulation CF offering with Novation Solutions Inc. (O/A DealMaker) in which the Company planned to raise up to $5,000,000 from the issuance of 499,500 shares of Series C Preferred Stock at a price per share of $10.01 (the “Series C Offering”). The Series C Preferred Stock may be converted into two shares of the Company’s Common Stock at the discretion of each investor, or automatically upon occurrence of certain events, like an initial public offering. The Company discontinued its offering of Series C Preferred Stock prior to commencing its March 2023 offering of common stock (see Note 12). During the years ended December 31, 2022 and 2021, the Company incurred issuance costs of approximately $1,251,000 and $823,000, respectively, related to its offerings of Series B and Series C preferred stock, and recorded these costs as a reduction of additional paid-in capital. Rights of Preferred Stockholders The rights of the Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock are substantially the same, except as specifically noted below. Voting of the Company, and any decisions to repurchase capital stock, declare dividends, or liquidate, dissolve, or wind-up the business and affairs of the Company. Holders of the Company’s Common Stock are entitled to elect two directors to the Company’s Board of Directors as a standalone class; holders of Preferred Stock may not exercise any voting rights in the election of these directors. However, holders of Preferred Stock do have the right to vote with the holders of Common Stock to elect one independent director and any additional directors after the elections outlined above. Dividends Conversion Liquidation Preference Anti-Dilution Right of CEO Benjamin Sexson, the Company’s Chief Executive Officer (“CEO”), is entitled to pre-emptive rights that permit him to preserve his vested equity position in the Company in the event of any additional issuances of Common Stock (or securities convertible into Common Stock), at a per-share price equal to the then current fair value, as reasonably determined by the Board. |
Stock Warrants_2
Stock Warrants | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Stock Warrants | ||
Stock Warrants | 4. Stock Warrants Non-Dilutive Warrant On December 20, 2018, the Company issued a non-dilutive warrant that expires on December 20, 2025. The warrant has an exercise price of $1,250,000 and is exercisable into (i) shares of common stock equal to five percent (5%), calculated on a post-exercise basis, of the fully diluted capitalization of the Company, as of the date or dates of exercise, plus (ii) shares of preferred stock of each class or series of preferred stock of the Company equal to five percent (5%), calculated on a post-exercise basis, of the total issued and outstanding number of preferred shares of the Company, as of the date or dates of exercise. At June 30, 2023 and December 31, 2022, this warrant was exercisable into a total of 1,825,404 and 1,697,525 shares, respectively, of the Company’s capital stock. The fair value of this warrant was $6,150,632 and $7,392,041 at June 30, 2023 and December 31, 2022, respectively, and was estimated using a Black-Scholes valuation model with the following assumptions: June 30, December 31, 2023 2022 Per-share fair value of common stock $ 3.98 $ 5.01 Expected term 2.5 years 3.0 years Volatility 26.05 % 25.07 % Dividend rate 0.0 % 0.0 % Discount rate 4.69 % 4.24 % At December 31, 2022, the Company estimated the fair value of its common stock by reference to the price per share at which it was selling shares of preferred stock. Since the Company’s preferred stock was convertible into two shares of common stock, the estimated fair value of common stock was determined to be one -half the price per share of its recent sales of preferred stock. As the Company issues additional shares of capital stock, and as the fair value of the Company’s capital stock changes, the estimated fair value of the warrant liability may change by a significant amount. Exercised Warrant In October 2020, the Company issued a warrant to a vendor in exchange for platform and technology services provided to the Company in connection with its offering of Series B Preferred Stock. At December 31, 2022, the warrant was exercisable into 116,457 shares of Series B Preferred Stock, and the estimated value of the warrant liability was $127,059 . On May 18, 2023, the holder executed a cashless exercise of the warrant and received 78,837 shares of the Company’s Common Stock, which represented the difference between the total warrant shares issuable at exercise and the 37,619 warrant shares withheld by the Company to satisfy the holder’s exercise price obligation. Immediately prior to the exercise, the Company remeasured the fair value of the warrant and recorded a loss from the change in the fair value of $805,135 during the three months ended June 30, 2023. Other Warrant In February 2019, the Company entered into a warrant agreement that provided the holder with the right to acquire $1,000,000 worth of shares of the Company’s capital stock upon the occurrence of the Company raising $5,000,000 in an equity financing. This warrant is exercisable into 547,944 shares of Common Stock at a price of $1.825 per share and expires in February 2024. | 8. Stock Warrants On December 20, 2018, the Company issued a non-dilutive warrant that expires on December 20, 2025. The warrant has an exercise price of $1,250,000 and is exercisable into (i) shares of common stock equal to five percent (5%), calculated on a post-exercise basis, of the fully diluted capitalization of the Company, as of the date or dates of exercise, plus (ii) shares of preferred stock of each class or series of preferred stock of the Company equal to five percent (5%), calculated on a post-exercise basis, of the total issued and outstanding number of preferred shares of the Company, as of the date or dates of exercise. At December 31, 2022 and December 31, 2021, this warrant was exercisable into a total of 1,697,525 and 1,385,724 shares, respectively, of the Company’s capital stock. The fair value of this warrant was $7,392,041 and $4,021,810 at December 31, 2022 and 2021, respectively, and was estimated using a Black-Scholes valuation model with the following assumptions: December 31, December 31, 2022 2021 Estimated per-share fair value of common stock $ 5.01 $ 3.76 Expected term 3.0 years 4.0 years Volatility 25.07 % 30.3 % Dividend rate 0.0 % 0.0 % Discount rate 4.24 % 1.2 % At both December 31, 2022 and 2021, the Company estimated the fair value of its common stock by reference to the price per share at which it was currently selling shares of preferred stock. Since the Company’s preferred stock is convertible into two shares of common stock, the estimated fair value of common stock was determined to be one-half the price per share of its recent sales of preferred stock. In October 2020, the Company issued a warrant to a vendor in exchange for platform and technology services provided to the Company in connection with its offering of Series B Preferred Stock. This warrant is exercisable into shares of Series B Preferred Stock equal to 2% of the total number of shares of Series B Preferred Stock issued to investors in connection with the Company’s offering of Series B Preferred Stock. The exercise price of this warrant is $5.01, and the warrant expires in October 2025. At December 31, 2022 and 2021, the warrant was exercisable into 116,457 and 34,870 shares of Series B Preferred Stock, respectively, and the estimated value of the warrant liability was $127,059 and $65,426, respectively. In February 2019, the Company entered into a warrant agreement that provided the holder with the right to acquire $1,000,000 worth of shares of the Company’s capital stock upon the occurrence of the Company raising $5,000,000 in an equity financing. As a result of the Series A Preferred Stock issuances in 2020, this threshold was achieved, and the warrant is now exercisable into 273,972 shares of Series A Preferred Stock at a price of $3.65 per share. This warrant expires in February 2024. As the Company issues additional shares of common or preferred stock, the estimated fair value of the warrant liability is expected to increase. |
Stock Options_2
Stock Options | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Stock Options | ||
Stock Options | 5. Stock Options The Company has adopted a stock option plan covering the issuance of up to 4,000,000 shares of Common Stock to qualified individuals. Options granted under this plan vest over four years and expire ten years from the date of the grant. The following table summarizes stock option activity for the six months ended June 30, 2023: Option Weighted-Average Weighted-Average Number of Exercise Remaining Shares Price Per Share Contractual Term Options outstanding as of January 1, 2023 4,851,666 $ 1.91 8.4 Granted 89,500 1.76 — Exercised — — — Canceled 59,675 — — Options outstanding as of June 30, 2023 4,881,491 $ 1.92 8.0 Options exercisable as of June 30, 2023 2,018,173 $ 1.64 6.8 Stock-based compensation expense resulting from granted stock options was $758,260 and $261,917 for the six months ended June 30, 2023 and 2022, respectively. In addition, the Company recognized $25,000 of stock-based compensation related to the restricted shares granted under a consulting agreement (see Note 3) during the six months ended June 30, 2023. Unrecognized stock-based compensation expense related to stock options of $6,615,189 at June 30, 2023 will be recognized in future periods as the related stock options continue to vest over a weighted-average period of 3.22 years. | 9. Stock Options The Company has adopted a stock option plan covering the issuance of up to 4,000,000 shares of Common Stock to qualified individuals. Options granted under this plan vest over four years and expire ten years from the date of the grant. The following table summarizes stock option activity for the years ended December 31, 2022 and 2021: Option Option Weighted-Average Number of Exercise Exercise Shares Price Per Share Price Per Share Options outstanding at January 1, 2021 2,709,964 $0.30 - $2.00 $ 1.48 Granted 335,300 $3.13 - $3.76 $ 3.17 Exercised — — — Canceled (286,000) $0.30 - $3.13 $ 1.70 Options outstanding at December 31, 2021 2,759,264 $0.30 - $3.76 $ 1.66 Granted 2,149,152 $1.67 - $5.00 $ 2.19 Exercised — — — Canceled (56,750) $0.30 - $2.00 $ 0.49 Options outstanding at December 31, 2022 4,851,666 $0.30 - $5.00 $ 1.91 Options exercisable at December 31, 2022 1,592,088 $0.30 - $3.76 $ 1.49 Stock-based compensation expense resulting from granted stock options was $743,274 and $205,629 for the years ended December 31, 2022 and 2021, respectively. Unrecognized stock-based compensation expense of $6,900,425 at December 31, 2022 will be recognized in future periods as the related stock options continue to vest. The weighted-average remaining contractual life of previously granted stock options was 8.40 years at December 31, 2022. The grant-date fair values of stock options granted in 2022 and 2021 was $3.16 and $1.53, respectively, and were estimated using a Black-Scholes valuation model with the following assumptions: December 31, December 31, 2022 2021 Expected term 7.21 years 7.0 years Volatility 27.03 % 30.3 % Dividend rate 0.0 % 0.0 % Discount rate 3.32 % 1.2 % |
Subsequent Events_2
Subsequent Events | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2021 | |
Subsequent Events | ||
Subsequent Events | 6. Subsequent Events On July 19, 2023, the Company entered into a Common Stock Purchase Agreement (the “Purchase Agreement”) and a Registration Rights Agreement with B. Riley Principal Capital, II LLC (the “BRPC II”), pursuant to which the registrant has the right to sell to BRPC II up to $20.0 million in shares of Common Stock (the “Committed Equity Shares”), subject to certain limitations and the satisfaction of specified conditions in the Purchase Agreement, from time to time over the 24-month period commencing upon the initial satisfaction of the conditions to the BRPC II’s purchase obligations set forth in the Purchase Agreement, including that the registration statement be declared effective by the SEC and the final form of prospectus included therein is filed with the SEC. Sales of common stock pursuant to the Purchase Agreement, and the timing of any sales, are solely at the Company’s option, and it is under no obligation to sell any securities to BRPC II under the Purchase Agreement. As consideration for BRPC II’s commitment to purchase shares of common stock at the Company’s direction upon the terms and subject to the conditions set forth in the Purchase Agreement, upon execution of the Purchase Agreement, the Company issued 45,252 shares of common stock to BRPC II (the “Commitment Shares”). The company also paid a Commitment Fee of $200,000 to BRPC II. | 12. Subsequent Events On March 2, 2023, the Company commenced a Regulation A offering for up to 4,137,931 shares of common stock at a price of $7.25 per share. The Company also applied to have its common stock listed on the Nasdaq Capital Market under the symbol “MGRM”. The Company evaluated subsequent events through June 30, 2023, the date these financial statements were issued, for events that should be recorded or disclosed in the financial statements for the year ended December 31, 2022. The Company concluded that no other events have occurred that would require recognition or disclosure in the financial statements. |
Description of Business and S_9
Description of Business and Summary of Accounting Principles (Policies) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Description of Business and Summary of Accounting Principles | ||
Basis of Presentation | Basis of Presentation The accounting and reporting policies of the Company conform to accounting principles generally accepted in the United States of America and are consistent in all material respects with those applied in our December 31, 2022 Form 1-K. As permitted by SEC requirements for interim reporting, certain footnotes or other financial information have been condensed or omitted. In the opinion of management, all normal and recurring adjustments considered necessary for the fair presentation of the financial statements have been included. Revenues, expenses, assets, and liabilities can vary during each quarter of the year, therefore, the results and trends in these interim financial statements may not be representative of those for the full year. The information included in this Form 10-Q should be read in conjunction with the financial statements and accompanying notes included in the Company’s 2022 Form 1-K. Going Concern The accompanying unaudited financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company is a business that has not yet generated profits, with a loss during the six months ended June 30, 2023 of $9,095,263 and an accumulated deficit of $46,858,710 as of June 30, 2023. The Company’s ability to continue as a going concern in the next twelve months following the date the unaudited financial statements were available to be issued is dependent upon its ability to produce revenues and/or obtain financing sufficient to meet current and future obligations and deploy such to produce profitable operating results. Management has evaluated these conditions and plans to generate revenue and raise capital as needed to satisfy its capital needs. Although the Company has previously been successful in raising capital as needed, no assurance can be given that the Company will be successful in its capital raising efforts. These factors, among others, raise substantial doubt about the ability of the Company to continue as a going concern for a reasonable period. | |
Going Concern | Going Concern The accompanying unaudited financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company is a business that has not yet generated profits, with a loss during the six months ended June 30, 2023 of $9,095,263 and an accumulated deficit of $46,858,710 as of June 30, 2023. The Company’s ability to continue as a going concern in the next twelve months following the date the unaudited financial statements were available to be issued is dependent upon its ability to produce revenues and/or obtain financing sufficient to meet current and future obligations and deploy such to produce profitable operating results. Management has evaluated these conditions and plans to generate revenue and raise capital as needed to satisfy its capital needs. Although the Company has previously been successful in raising capital as needed, no assurance can be given that the Company will be successful in its capital raising efforts. These factors, among others, raise substantial doubt about the ability of the Company to continue as a going concern for a reasonable period. | |
Stock Split | Stock Split On November 30, 2022, the Company effected a two-for-one stock split of its common stock and increased the number of authorized shares of the Company’s capital stock to 150,000,000, with 90,000,000 designated as Common Stock, and 60,000,000 designated as Preferred Stock. All share and loss per share information have been retroactively adjusted for all periods presented to reflect the stock split, the incremental par value of the newly issued shares, and the increased number of authorized shares. | Stock Split On November 30, 2022, the Company effected a two-for-one stock split of its common stock and increased the number of authorized shares of the Company’s capital stock to 150,000,000, with 90,000,000 designated as Common Stock, and 60,000,000 designated as Preferred Stock. All share and loss per share information have been retroactively adjusted for all periods presented to reflect the stock split, the incremental par value of the newly issued shares, and the increased number of authorized shares. |
Use of Estimates | Use of Estimates In preparing financial statements in conformity with generally accepted accounting principles, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. The Company’s most significant estimates relate to the fair value of the warrant liability, valuations of stock-based compensation, and the income tax valuation allowance. On a continual basis, management reviews its estimates, utilizing currently available information, changes in facts and circumstances, historical experience and reasonable assumptions. After such reviews, and if deemed appropriate, those estimates are adjusted accordingly. Actual results could differ from those estimates. | Use of Estimates In preparing financial statements in conformity with generally accepted accounting principles, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. The Company’s most significant estimates relate to the fair value of the warrant liability, valuations of stock-based compensation, and the income tax valuation allowance. On a continual basis, management reviews its estimates, utilizing currently available information, changes in facts and circumstances, historical experience and reasonable assumptions. After such reviews, and if deemed appropriate, those estimates are adjusted accordingly. Actual results could differ from those estimates. |
Earnings (Loss) Per Share | Earnings (Loss) Per Share Earnings (loss) per share is computed by dividing net income or loss by the weighted-average number of common stock shares outstanding. To the extent that stock options, warrants, and convertible preferred stock are anti-dilutive, they are excluded from the calculation of diluted earnings (loss) per share. For the three and six months ended June 30, 2023 and 2022, the Company excluded the following shares from the calculation of diluted loss per share because such amounts were antidilutive: 2023 2022 Shares issuable upon conversion of Series A Preferred Stock — 9,795,106 Shares issuable upon conversion of Series B Preferred Stock — 6,391,334 Shares issuable upon conversion of Series C Preferred — — Shares issuable upon exercise of warrants 2,373,348 2,231,174 Shares issuable upon exercise of stock options 4,881,491 3,244,066 Total 7,254,839 21,661,680 | Earnings (Loss) Per Share Earnings (loss) per share is computed by dividing net income or loss by the weighted-average number of common stock shares outstanding. To the extent that stock options, warrants, and convertible preferred stock are anti-dilutive, they are excluded from the calculation of diluted earnings (loss) per share. For the years ended December 31, 2022 and 2021, the Company excluded the following shares from the calculation of diluted loss per share because such amounts were antidilutive: 2022 2021 Shares issuable upon conversion of Series A Preferred Stock 9,795,118 9,795,118 Shares issuable upon conversion of Series B Preferred Stock 6,391,334 3,486,962 Shares issuable upon conversion of Series C Preferred 876,734 — Shares issuable upon exercise of warrants 2,361,926 2,003,406 Shares issuable upon exercise of stock options 4,851,666 2,759,264 Total 24,276,642 18,044,750 |
Recent Accounting Pronouncements | Recent Accounting Pronouncements 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. | Recent Accounting Pronouncements 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. |
Description of Business and _10
Description of Business and Summary of Accounting Principles (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Description of Business and Summary of Accounting Principles | ||
Schedule of shares excluded from the calculation of diluted loss per share because such amounts were antidilutive | 2023 2022 Shares issuable upon conversion of Series A Preferred Stock — 9,795,106 Shares issuable upon conversion of Series B Preferred Stock — 6,391,334 Shares issuable upon conversion of Series C Preferred — — Shares issuable upon exercise of warrants 2,373,348 2,231,174 Shares issuable upon exercise of stock options 4,881,491 3,244,066 Total 7,254,839 21,661,680 | 2022 2021 Shares issuable upon conversion of Series A Preferred Stock 9,795,118 9,795,118 Shares issuable upon conversion of Series B Preferred Stock 6,391,334 3,486,962 Shares issuable upon conversion of Series C Preferred 876,734 — Shares issuable upon exercise of warrants 2,361,926 2,003,406 Shares issuable upon exercise of stock options 4,851,666 2,759,264 Total 24,276,642 18,044,750 |
Other Current Assets (Tables)_2
Other Current Assets (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Other Current Assets | ||
Schedule of components of other current assets | June 30, December 31, 2023 2022 Inventory $ 4,550 $ 4,550 Receivable from investment platform vendor 900,000 157,598 Advance paid to vendor for supply development contract 250,000 250,000 Other prepaid expenses 254,534 375,856 Other current assets $ 1,409,084 $ 788,004 | 2022 2021 Inventory $ 4,550 $ — Receivable from investment platform vendor 157,598 418,503 Advance paid to vendor for supply development contract 250,000 250,000 Other prepaid expenses 375,856 309,407 Other current assets $ 788,004 $ 977,910 |
Stock Warrants (Tables)_2
Stock Warrants (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Stock Warrants | ||
Schedule of assumptions used in estimation of fair value of warrants | June 30, December 31, 2023 2022 Per-share fair value of common stock $ 3.98 $ 5.01 Expected term 2.5 years 3.0 years Volatility 26.05 % 25.07 % Dividend rate 0.0 % 0.0 % Discount rate 4.69 % 4.24 % | December 31, December 31, 2022 2021 Estimated per-share fair value of common stock $ 5.01 $ 3.76 Expected term 3.0 years 4.0 years Volatility 25.07 % 30.3 % Dividend rate 0.0 % 0.0 % Discount rate 4.24 % 1.2 % |
Stock Options (Tables)_2
Stock Options (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Stock Options | ||
Summary of stock option activity | Option Weighted-Average Weighted-Average Number of Exercise Remaining Shares Price Per Share Contractual Term Options outstanding as of January 1, 2023 4,851,666 $ 1.91 8.4 Granted 89,500 1.76 — Exercised — — — Canceled 59,675 — — Options outstanding as of June 30, 2023 4,881,491 $ 1.92 8.0 Options exercisable as of June 30, 2023 2,018,173 $ 1.64 6.8 | Option Option Weighted-Average Number of Exercise Exercise Shares Price Per Share Price Per Share Options outstanding at January 1, 2021 2,709,964 $0.30 - $2.00 $ 1.48 Granted 335,300 $3.13 - $3.76 $ 3.17 Exercised — — — Canceled (286,000) $0.30 - $3.13 $ 1.70 Options outstanding at December 31, 2021 2,759,264 $0.30 - $3.76 $ 1.66 Granted 2,149,152 $1.67 - $5.00 $ 2.19 Exercised — — — Canceled (56,750) $0.30 - $2.00 $ 0.49 Options outstanding at December 31, 2022 4,851,666 $0.30 - $5.00 $ 1.91 Options exercisable at December 31, 2022 1,592,088 $0.30 - $3.76 $ 1.49 |
Description of Business and _11
Description of Business and Summary of Accounting Principles - Stock Split (Details) | 1 Months Ended | 6 Months Ended | 12 Months Ended | ||
Nov. 30, 2022 shares | Jun. 30, 2023 USD ($) shares | Jun. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) shares | Dec. 31, 2021 USD ($) shares | |
Description of Business and Summary of Accounting Principles | |||||
Stock split conversion ratio | 2 | 2 | |||
Net loss | $ | $ (9,095,263) | $ (6,364,096) | $ (13,690,947) | $ (11,814,968) | |
Accumulated deficit | $ | $ (46,858,710) | $ (37,763,447) | $ (24,072,500) | ||
Aggregate authorized shares | 150,000,000 | ||||
Common stock, shares authorized | 90,000,000 | 90,000,000 | 90,000,000 | 90,000,000 | |
Preferred Stock, shares authorized | 60,000,000 |
Description of Business and _12
Description of Business and Summary of Accounting Principles - Antidilutive shares (Details) - shares | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Antidilutive shares | ||||
Shares excluded from the calculation of diluted loss per share because such amounts were antidilutive | 7,254,839 | 21,661,680 | 24,276,642 | 18,044,750 |
Shares issuable upon conversion of Series A Preferred Stock | ||||
Antidilutive shares | ||||
Shares excluded from the calculation of diluted loss per share because such amounts were antidilutive | 9,795,106 | 9,795,118 | 9,795,118 | |
Shares issuable upon conversion of Series B Preferred Stock | ||||
Antidilutive shares | ||||
Shares excluded from the calculation of diluted loss per share because such amounts were antidilutive | 6,391,334 | 6,391,334 | 3,486,962 | |
Shares issuable upon conversion of Series C Preferred | ||||
Antidilutive shares | ||||
Shares excluded from the calculation of diluted loss per share because such amounts were antidilutive | 876,734 | |||
Shares issuable upon exercise of warrants | ||||
Antidilutive shares | ||||
Shares excluded from the calculation of diluted loss per share because such amounts were antidilutive | 2,373,348 | 2,231,174 | 2,361,926 | 2,003,406 |
Shares issuable upon exercise of stock options | ||||
Antidilutive shares | ||||
Shares excluded from the calculation of diluted loss per share because such amounts were antidilutive | 4,881,491 | 3,244,066 | 4,851,666 | 2,759,264 |
Other Current Assets (Details_2
Other Current Assets (Details) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Other Current Assets | |||
Inventory | $ 4,550 | $ 4,550 | |
Receivable from investment platform vendor | 900,000 | 157,598 | $ 418,503 |
Advance paid to vendor for supply development contract | 250,000 | 250,000 | 250,000 |
Other prepaid expenses | 254,534 | 375,856 | 309,407 |
Other current assets | $ 1,409,084 | $ 788,004 | $ 977,910 |
Preferred and Common Stock (D_2
Preferred and Common Stock (Details) - USD ($) | 1 Months Ended | 6 Months Ended | 12 Months Ended | |||||||
May 16, 2023 | Jul. 14, 2022 | May 31, 2023 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | May 17, 2023 | Jun. 30, 2021 | Jan. 15, 2021 | |
Preferred and Common Stock | ||||||||||
Proceeds from issuance of Common Stock, net of cost | $ 15,287,860 | $ 15,287,860 | ||||||||
Stock issuance costs | $ 1,928,287 | |||||||||
Common stock shares issued | 2,374,641 | |||||||||
Share price | $ 7.25 | |||||||||
Stock issued for services | 20,689 | |||||||||
Vesting term | 12 months | 4 years | 4 years | |||||||
Fair value of options granted | $ 150,000 | |||||||||
Number of common stock that each share of preferred stock may be converted into | 2 | |||||||||
Issuance costs recorded as reduction of additional paid-in capital | $ 1,992,336 | $ 846,625 | $ 1,251,000 | $ 823,000 | ||||||
Series B Preferred Stock | ||||||||||
Preferred and Common Stock | ||||||||||
Share price | $ 7.52 | $ 6.27 | ||||||||
Maximum number of shares issuable, pursuant to notice of qualification | 4,784,689 | |||||||||
Maximum number of bonus shares issuable, pursuant to notice of qualification | 478,468 | |||||||||
Number of common stock that each share of preferred stock may be converted into | 2 | |||||||||
Series C Preferred Stock | ||||||||||
Preferred and Common Stock | ||||||||||
Common stock shares issued | 499,500 | |||||||||
Share price | $ 10.01 | |||||||||
Number of common stock that each share of preferred stock may be converted into | 2 | |||||||||
Maximum proceeds to be raised by issuance of shares | $ 5,000,000 |
Stock Warrants (Details)_2
Stock Warrants (Details) - USD ($) | 1 Months Ended | 3 Months Ended | ||||||
May 18, 2023 | Feb. 28, 2019 | Jun. 30, 2023 | May 17, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Oct. 31, 2020 | Dec. 20, 2018 | |
Stock Warrants | ||||||||
Fair value of warrants | $ 6,150,632 | $ 7,519,101 | $ 4,087,236 | |||||
Stock issued for cashless exercise of the warrant | 78,837 | |||||||
Warrant shares withheld | 37,619 | |||||||
Change in the fair value of exercised warrant | $ 805,135 | |||||||
Number of common stock that each share of preferred stock may be converted into | 2 | |||||||
Series B Preferred Stock | ||||||||
Stock Warrants | ||||||||
Number of common stock that each share of preferred stock may be converted into | 2 | |||||||
December 2018 warrants | ||||||||
Stock Warrants | ||||||||
Aggregate exercise price of warrants | $ 1,250,000 | |||||||
Common stock shares called by warrants, as a percentage of the fully diluted capitalization of the Company | 5% | |||||||
Preferred stock shares called by warrants, as a percentage of the total issued and outstanding number of preferred shares | 5% | |||||||
Number of shares called by warrants | 1,825,404 | 1,697,525 | 1,385,724 | |||||
Fair value of warrants | $ 6,150,632 | $ 7,392,041 | $ 4,021,810 | |||||
Estimated fair value of common stock, represented as price per share of recent sales of preferred stock | $ 0.5 | $ 0.5 | $ 0.5 | |||||
October 2020 warrants | ||||||||
Stock Warrants | ||||||||
Fair value of warrants | $ 127,059 | $ 65,426 | ||||||
October 2020 warrants | Series B Preferred Stock | ||||||||
Stock Warrants | ||||||||
Preferred stock shares called by warrants, as a percentage of the total issued and outstanding number of preferred shares | 2% | |||||||
Number of shares called by warrants | 116,457 | |||||||
Exercise price of warrants | $ 5.01 | |||||||
Value of capital stock shares called by warrants | $ 116,457 | $ 34,870 | ||||||
February 2019 warrants | ||||||||
Stock Warrants | ||||||||
Number of shares called by warrants | 547,944 | |||||||
Exercise price of warrants | $ 1.825 | |||||||
Value of capital stock shares called by warrants | $ 1,000,000 | |||||||
Threshold proceeds from equity financing for exercise of warrants | $ 5,000,000 | |||||||
February 2019 warrants | Series A Preferred Stock | ||||||||
Stock Warrants | ||||||||
Number of shares called by warrants | 273,972 | |||||||
Exercise price of warrants | $ 3.65 |
Stock Warrants - Assumptions _2
Stock Warrants - Assumptions used in estimating fair value of warrants (Details) - December 2018 warrants | Jun. 30, 2023 Y $ / shares | Dec. 31, 2022 Y $ / shares | Dec. 31, 2021 $ / shares Y |
Per-share fair value of common stock | |||
Assumptions used in estimating fair value of warrants | |||
Stock warrants, Measurement Input | $ / shares | 3.98 | 5.01 | 3.76 |
Expected term | |||
Assumptions used in estimating fair value of warrants | |||
Stock warrants, Measurement Input | Y | 2.5 | 3 | 4 |
Volatility | |||
Assumptions used in estimating fair value of warrants | |||
Stock warrants, Measurement Input | 0.2605 | 0.2507 | 0.303 |
Dividend rate | |||
Assumptions used in estimating fair value of warrants | |||
Stock warrants, Measurement Input | 0 | 0 | 0 |
Discount rate | |||
Assumptions used in estimating fair value of warrants | |||
Stock warrants, Measurement Input | 0.0469 | 0.0424 | 0.012 |
Stock Options (Details)_2
Stock Options (Details) - shares | 1 Months Ended | 6 Months Ended | 12 Months Ended |
May 31, 2023 | Jun. 30, 2023 | Dec. 31, 2022 | |
Stock Options | |||
Number of shares authorized | 4,000,000 | 4,000,000 | |
Vesting term | 12 months | 4 years | 4 years |
Expiration term | 10 years | 10 years |
Stock Options - Stock option _2
Stock Options - Stock option activity (Details) - $ / shares | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Option Number of Shares | |||
Options outstanding as of beginning | 4,851,666 | 2,759,264 | 2,709,964 |
Granted | 89,500 | 2,149,152 | 335,300 |
Canceled | 59,675 | 56,750 | 286,000 |
Options outstanding as of end | 4,881,491 | 4,851,666 | 2,759,264 |
Options exercisable as of end | 2,018,173 | 1,592,088 | |
Weighted-Average Exercise Price Per Share | |||
Options outstanding as of beginning (in shares) | $ 1.91 | $ 1.66 | $ 1.48 |
Granted (in shares) | 1.76 | 2.19 | 3.17 |
Canceled (in shares) | 0.49 | 1.70 | |
Options outstanding as of end (in shares) | 1.92 | 1.91 | $ 1.66 |
Options exercisable as of end (in shares) | $ 1.64 | $ 1.49 | |
Weighted-Average Remaining Contractual Term | |||
Weighted-Average Remaining Contractual Term | 8 years | 8 years 4 months 24 days | |
Weighted-Average Exercisable Remaining Contractual Term | 6 years 9 months 18 days |
Stock Options - Additional in_2
Stock Options - Additional information (Details) - USD ($) | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Stock Options | ||||
Stock-based compensation expense | $ 743,274 | $ 205,629 | ||
Unrecognized stock-based compensation expense | $ 6,615,189 | $ 6,900,425 | ||
Unrecognized stock-based compensation expense expected to recognize in future periods | 3 years 2 months 19 days | |||
Stock option | ||||
Stock Options | ||||
Stock-based compensation expense | $ 758,260 | $ 261,917 | ||
Restricted shares | ||||
Stock Options | ||||
Stock-based compensation expense | $ 25,000 |
Subsequent Events (Details)_2
Subsequent Events (Details) - USD ($) | Jul. 19, 2023 | May 16, 2023 | Mar. 02, 2023 |
Subsequent Events | |||
Common stock shares issued | 2,374,641 | ||
Subsequent Events | |||
Subsequent Events | |||
Common stock shares issued | 4,137,931 | ||
Subsequent Events | BRPC II | Common Stock Purchase Agreement | |||
Subsequent Events | |||
Maximum value of common stock of committed equity shares | 20,000,000 | ||
Common stock shares issued | 45,252 | ||
Commitment fee | $ 200,000 |