Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2024 | May 13, 2024 | |
Document and Entity Information | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2024 | |
Document Transition Report | false | |
Entity File Number | 001-41707 | |
Entity Registrant Name | Monogram Orthopaedics Inc. | |
Entity Address, Address Line One | 3913 Todd Lane | |
Entity Address, City or Town | Austin | |
Entity Address State Or Province | TX | |
Entity Address, Postal Zip Code | 78744 | |
City Area Code | 512 | |
Local Phone Number | 399-2656 | |
Title of 12(b) Security | Common Stock, $0.001 par value per share | |
Trading Symbol | MGRM | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 31,670,375 | |
Entity Central Index Key | 0001769759 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false | |
Entity Tax Identification Number | 00-0000000 |
CONDENSED BALANCE SHEETS
CONDENSED BALANCE SHEETS - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Current assets: | ||
Cash and cash equivalents | $ 10,077,573 | $ 13,589,028 |
Account receivable | 364,999 | |
Prepaid expenses and other current assets | 629,751 | 664,262 |
Total current assets | 10,707,324 | 14,618,289 |
Equipment, net of accumulated depreciation | 903,011 | 945,020 |
Intangible assets, net | 496,250 | 548,750 |
Operating lease right-of-use assets | 435,116 | 466,949 |
Total assets | 12,541,701 | 16,579,008 |
Current liabilities: | ||
Accounts payable | 1,321,313 | 2,462,268 |
Accrued liabilities | 531,239 | 227,684 |
Operating lease liabilities, current | 131,081 | 128,266 |
Total current liabilities | 1,983,633 | 2,818,218 |
Operating lease liabilities, non-current | 330,561 | 363,724 |
Total liabilities | 2,314,194 | 3,181,942 |
Commitments and contingencies | ||
Stockholders' equity: | ||
Common stock, $.001 par value; 90,000,000 shares authorized, 31,633,995 and 31,338,391 shares issued and outstanding at March 31, 2024 and December 31, 2023, respectively | 31,634 | 31,338 |
Additional paid-in capital | 65,211,241 | 64,874,392 |
Accumulated deficit | (55,015,368) | (51,508,664) |
Total stockholders' equity | 10,227,507 | 13,397,066 |
Total liabilities and stockholders' equity | $ 12,541,701 | $ 16,579,008 |
CONDENSED BALANCE SHEETS (Paren
CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares | Mar. 31, 2024 | Dec. 31, 2023 |
CONDENSED BALANCE SHEETS | ||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 90,000,000 | 90,000,000 |
Common stock, shares issued | 31,633,995 | 31,338,391 |
Common stock, shares outstanding | 31,633,995 | 31,338,391 |
CONDENSED STATEMENTS OF OPERATI
CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Operating expenses: | ||
Research and development | $ 2,406,754 | $ 1,939,551 |
Marketing and advertising | 119,694 | 1,132,625 |
General and administrative | 1,083,711 | 822,889 |
Total operating expenses | 3,610,159 | 3,895,065 |
Loss from operations | (3,610,159) | (3,895,065) |
Other income: | ||
Change in fair value of warrant liability | 2,523 | |
Interest income and other, net | 103,455 | 34,820 |
Total other income | 103,455 | 37,343 |
Net loss before taxes | (3,506,704) | (3,857,722) |
Net loss | $ (3,506,704) | $ (3,857,722) |
Basic loss per common share | $ (0.11) | $ (0.40) |
Diluted loss per common share | $ (0.11) | $ (0.40) |
Weighted-average number of basic shares outstanding | 31,535,795 | 9,673,870 |
Weighted-average number of diluted shares outstanding | 31,535,795 | 9,673,870 |
CONDENSED STATEMENTS OF STOCKHO
CONDENSED STATEMENTS OF STOCKHOLDERS' EQUITY (UNAUDITED) - USD ($) | Series A Preferred Stock Preferred Stock | Series B Preferred Stock Preferred Stock | Series C Preferred Stock Preferred Stock | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Total |
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 | ||||||
Stock-based compensation | 368,140 | 368,140 | |||||
Net loss | (3,857,722) | (3,857,722) | |||||
Balance as of ending at Mar. 31, 2023 | $ 4,898 | $ 3,196 | $ 459 | $ 9,674 | 42,409,578 | (41,621,169) | 804,636 |
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, 2023 | $ 31,338 | 64,874,392 | (51,508,664) | 13,397,066 | |||
Balance as of beginning (in shares) at Dec. 31, 2023 | 31,338,391 | ||||||
CONDENSED STATEMENTS OF STOCKHOLDERS' EQUITY | |||||||
Vesting of Common Stock from services performed | 37,500 | 37,500 | |||||
Issuance of Stock for cash, net of issuance costs | $ 49 | 4,696 | 4,746 | ||||
Issuance of Stock for cash, net of issuance costs (in shares) | 49,146 | ||||||
Issuance of Common Stock upon cashless warrant exercise (in shares) | 246,458 | ||||||
Issuance of Common Stock upon cashless warrant exercise | $ 246 | (246) | |||||
Stock-based compensation | 294,899 | 294,899 | |||||
Net loss | (3,506,704) | (3,506,704) | |||||
Balance as of ending at Mar. 31, 2024 | $ 31,633 | $ 65,211,241 | $ (55,015,368) | $ 10,227,507 | |||
Balance as of ending (in shares) at Mar. 31, 2024 | 31,633,995 |
CONDENSED STATEMENTS OF CASH FL
CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Operating activities: | ||
Net loss | $ (3,506,704) | $ (3,857,722) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Stock-based compensation | 294,899 | 368,140 |
Other expenses settled with stock issuances | 37,500 | |
Loss from change in fair value of common stock make-whole obligation | 45,252 | |
Depreciation and amortization | 105,898 | 102,503 |
Change in fair value of warrant liability | (2,523) | |
Changes in non-cash working capital balances: | ||
Account receivable | 364,999 | |
Other current assets | (111,445) | 231,518 |
Accounts payable | (1,140,955) | 516,762 |
Accrued liabilities | 258,303 | (243,501) |
Operating lease assets and liabilities, net | 1,485 | 2,446 |
Cash used in operating activities | (3,650,768) | (2,882,377) |
Investing activities: | ||
Purchases of equipment | (11,389) | (14,792) |
Cash used in investing activities | (11,389) | (14,792) |
Financing activities: | ||
Proceeds from issuances of Common Stock, net of cash costs | 150,702 | |
Proceeds from issuances of Series C Preferred Stock, net | 147,042 | |
Cash provided by financing activities | 150,702 | 147,042 |
Decrease in cash and cash equivalents during the period | (3,511,455) | (2,750,127) |
Cash and cash equivalents, beginning of the period | 13,589,028 | 10,468,645 |
Cash and cash equivalents, end of the period | 10,077,573 | $ 7,718,518 |
Noncash investing and financing activities: | ||
Amortization of deferred issuance costs of Common Stock Purchase Agreement | 145,956 | |
Cashless exercise of warrant | $ 246 |
Description of Business and Sum
Description of Business and Summary of Accounting Principles | 3 Months Ended |
Mar. 31, 2024 | |
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 Annual Report on Form 10-K for the year ended December 31, 2023. Certain amounts from previous reporting periods have been reclassified to conform with the current period presentation. 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 Annual Report on Form 10-K for the year ended December 31, 2023. 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, incurred a net loss during the three months ended March 31, 2024 of $3,506,704 and has an accumulated deficit of $55,015,368 as of March 31, 2024. 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, raise capital, and/or obtain other financing sufficient to meet current and future obligations. Management has evaluated these conditions and believes its current cash balances, plus the additional capital available under the Common Stock Purchase Agreement described in Note 3, will be sufficient for the Company to satisfy its near-term capital needs and to continue as a going concern for a reasonable period. 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 months ended March 31, 2024 and 2023, the Company excluded the following shares from the calculation of diluted loss per share because such amounts were antidilutive: Three months ended March 31, 2024 2023 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 Stock — 918,910 Shares issuable upon exercise of warrants — 2,364,697 Shares issuable upon exercise of stock options 4,885,389 4,862,166 Total 4,885,389 24,332,213 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
Other Current Assets | 3 Months Ended |
Mar. 31, 2024 | |
Other Current Assets | |
Other Current Assets | 2. Other Current Assets Other current assets consist of the following as of March 31, 2024 and December 31, 2023: March 31, December 31, 2024 2023 Deferred issuance costs of Common Stock Purchase Agreement $ — $ 145,956 Advance paid to vendor for supply development contract 163,380 163,380 Other 466,371 354,926 Prepaid expenses and other current assets $ 629,751 $ 664,262 |
Preferred and Common Stock
Preferred and Common Stock | 3 Months Ended |
Mar. 31, 2024 | |
Preferred and Common Stock | |
Preferred and Common Stock | 3. Preferred and Common Stock Common Stock Purchase Agreement On July 19, 2023, the Company entered into a Common Stock Purchase Agreement (the “Common Stock 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 Common Stock 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 Common Stock Purchase Agreement. Sales of Common Stock pursuant to the Common Stock 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. As of March 31, 2024, the Company had raised gross proceeds of $889,042 from the sale of 256,346 shares under the Common Stock 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”). Under the terms of the Common Stock Purchase Agreement, if the aggregate proceeds received by BPRC II from its resale of the Commitment Shares is less than $200,000 then, upon notice by BRPC II, the Company must pay the difference between $200,000 and the aggregate proceeds received by BPRC II from its resale of the Commitment Shares. At March 31, 2024, the market value of the Commitment Shares was $110,415. Therefore, the Company’s make-whole obligation was $89,585 and this amount was recorded as a component of accrued expenses in the accompanying balance sheet. During the three months ended March 31, 2024, the $45,252 increase in the fair value of the Company’s make-whole obligation was recorded as a component of interest income and other, net, in the accompanying statement of operations. Preferred Stock 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. At March 31, 2024, the Company had no shares of preferred stock outstanding. 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 Warrant
Stock Warrant | 3 Months Ended |
Mar. 31, 2024 | |
Stock Warrant | |
Stock Warrant | 4. Stock 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. At December 31, 2023, this warrant was exercisable into 547,944 shares of Common Stock at a price of $1.83 per share. In two transactions during January and February 2024, this warrant was exercised by the holder in a cashless exercise under which the Company issued the holder a total of 246,458 shares of Common Stock and retained the remaining shares as settlement of the $1.83 per share exercise price of the warrant. |
Stock Options
Stock Options | 3 Months Ended |
Mar. 31, 2024 | |
Stock Options | |
Stock Options | 5. Stock Options The Company has adopted a stock option plan covering the issuance of up to 5,200,000 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 three months ended March 31, 2024: Option Weighted-Average Weighted-Average Number of Exercise Remaining Shares Price Per Share Contractual Term Options outstanding as of January 1, 2024 4,904,266 $ 1.93 7.50 Granted 20,500 3.84 — Exercised — — — Canceled (39,377) 2.65 — Options outstanding as of March 31, 2024 4,885,389 $ 1.93 7.20 Options exercisable as of March 31, 2024 2,901,918 $ 1.75 6.50 Stock-based compensation expense resulting from granted stock options was $294,899 and $368,140 for the three months ended March 31, 2024 and 2023, respectively. Unrecognized stock-based compensation expense related to stock options of $5,466,998 at March 31, 2024 will be recognized in future periods as the related stock options continue to vest over a weighted-average period of 3 years. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2024 | |
Commitments and Contingencies. | |
Commitments and Contingencies | 6. Commitments and Contingencies Under the Company’s Exclusive License Agreement with the Icahn School of Medicine at Mount Sinai (“Mt. Sinai”), the Company has an obligation to make certain payments to Mt. Sinai as a result of reaching certain milestones in the development and sales of the product, and for significant events related to the Company. The Company is currently in discussions with Mt. Sinai as to whether the Company becoming publicly traded on Nasdaq without undertaking a traditional initial public offering constitutes a "Significant Transaction" under the licensing agreement. Under the licensing agreement, if at the time of completion of a "Significant Transaction" the Company has a valuation greater than $150,000,000, Mount Sinai will receive 1% of the fair market value of Company at the time of completion of the Significant Transaction. It is the Company's position that no Significant Transaction has occurred - but there is no guarantee the Company and Mount Sinai will come to a consensus on this point. If we cannot come to an agreement with Mount Sinai on this point, we may be forced into litigation - and even if we pursue litigation, it is possible that a court would not rule in our favor. If the Company is required to pay this amount, it could have a material adverse effect on the Company's operations. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2024 | |
Subsequent Events | |
Subsequent Events | 7. Subsequent Events The Company evaluated subsequent events through May 13, 2024, the date these unaudited financial statements were issued, for events that should be recorded or disclosed in the financial statements as of March 31, 2024. The Company concluded that no other events have occurred that would require recognition or disclosure in the unaudited financial statements. |
Description of Business and S_2
Description of Business and Summary of Accounting Principles (Policies) | 3 Months Ended |
Mar. 31, 2024 | |
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 Annual Report on Form 10-K for the year ended December 31, 2023. Certain amounts from previous reporting periods have been reclassified to conform with the current period presentation. 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 Annual Report on Form 10-K for the year ended December 31, 2023. |
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, incurred a net loss during the three months ended March 31, 2024 of $3,506,704 and has an accumulated deficit of $55,015,368 as of March 31, 2024. 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, raise capital, and/or obtain other financing sufficient to meet current and future obligations. Management has evaluated these conditions and believes its current cash balances, plus the additional capital available under the Common Stock Purchase Agreement described in Note 3, will be sufficient for the Company to satisfy its near-term capital needs and to continue as a going concern for a reasonable period. |
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. |
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 months ended March 31, 2024 and 2023, the Company excluded the following shares from the calculation of diluted loss per share because such amounts were antidilutive: Three months ended March 31, 2024 2023 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 Stock — 918,910 Shares issuable upon exercise of warrants — 2,364,697 Shares issuable upon exercise of stock options 4,885,389 4,862,166 Total 4,885,389 24,332,213 |
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. |
Description of Business and S_3
Description of Business and Summary of Accounting Principles (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
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 | Three months ended March 31, 2024 2023 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 Stock — 918,910 Shares issuable upon exercise of warrants — 2,364,697 Shares issuable upon exercise of stock options 4,885,389 4,862,166 Total 4,885,389 24,332,213 |
Other Current Assets (Tables)
Other Current Assets (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Other Current Assets | |
Schedule of components of other current assets | March 31, December 31, 2024 2023 Deferred issuance costs of Common Stock Purchase Agreement $ — $ 145,956 Advance paid to vendor for supply development contract 163,380 163,380 Other 466,371 354,926 Prepaid expenses and other current assets $ 629,751 $ 664,262 |
Stock Options (Tables)
Stock Options (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
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, 2024 4,904,266 $ 1.93 7.50 Granted 20,500 3.84 — Exercised — — — Canceled (39,377) 2.65 — Options outstanding as of March 31, 2024 4,885,389 $ 1.93 7.20 Options exercisable as of March 31, 2024 2,901,918 $ 1.75 6.50 |
Description of Business and S_4
Description of Business and Summary of Accounting Principles (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Description of Business and Summary of Accounting Principles | |||
Net loss | $ (3,506,704) | $ (3,857,722) | |
Accumulated deficit | $ (55,015,368) | $ (51,508,664) |
Description of Business and S_5
Description of Business and Summary of Accounting Principles - Antidilutive shares (Details) - shares | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Antidilutive shares | ||
Shares excluded from the calculation of diluted loss per share because such amounts were antidilutive | 4,885,389 | 24,332,213 |
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 | |
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 | |
Shares issuable upon conversion of Series C Preferred Stock | ||
Antidilutive shares | ||
Shares excluded from the calculation of diluted loss per share because such amounts were antidilutive | 918,910 | |
Shares issuable upon exercise of warrants | ||
Antidilutive shares | ||
Shares excluded from the calculation of diluted loss per share because such amounts were antidilutive | 2,364,697 | |
Shares issuable upon exercise of stock options | ||
Antidilutive shares | ||
Shares excluded from the calculation of diluted loss per share because such amounts were antidilutive | 4,885,389 | 4,862,166 |
Other Current Assets - Componen
Other Current Assets - Components of other current assets (Details) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Other Current Assets | ||
Deferred costs of Common Stock Purchase Agreement | $ 145,956 | |
Advance paid to vendor for supply development contract | $ 163,380 | 163,380 |
Other | 466,371 | 354,926 |
Prepaid expenses and other current assets | $ 629,751 | $ 664,262 |
Preferred and Common Stock (Det
Preferred and Common Stock (Details) - USD ($) | 3 Months Ended | ||
Jul. 19, 2023 | Mar. 31, 2024 | May 17, 2023 | |
Preferred and Common Stock | |||
Proceeds from issuances of Common Stock, net of cash costs | $ 150,702 | ||
Preferred stock outstanding | 0 | ||
Loss from change in fair value of common stock make-whole obligation | $ 45,252 | ||
Committed Equity Shares | Common Stock Purchase Agreement and Registration Rights Agreement | BRPC II | |||
Preferred and Common Stock | |||
Proceeds from issuances of Common Stock, net of cash costs | $ 889,042 | ||
Common stock shares issued | 45,252 | 256,346 | |
Shares agreed to sell | 20,000,000 | ||
Period commencing upon the initial satisfaction of the conditions | 24 months | ||
Minimum aggregate proceeds to be received on resale of shares | $ 200,000 | ||
Fair market value of shares | $ 110,415 | ||
Market whole obligation payable | $ 89,585 | ||
Loss from change in fair value of common stock make-whole obligation | 45,252 | ||
Committed Equity Shares | Minimum | Common Stock Purchase Agreement and Registration Rights Agreement | BRPC II | |||
Preferred and Common Stock | |||
Minimum aggregate proceeds to be received on resale of shares | $ 200,000 | ||
Series C Preferred Stock | |||
Preferred and Common Stock | |||
Number of common stock that each share of preferred stock may be converted into | 2 |
Stock Warrant (Details)
Stock Warrant (Details) - USD ($) | 1 Months Ended | ||
Feb. 29, 2024 | Jan. 31, 2024 | Feb. 28, 2019 | |
Stock Warrants | |||
Exercises of stock warrants (in shares) | 246,458 | 246,458 | |
Exercise price of warrants | $ 1.83 | $ 1.83 | |
February 2019 warrants | |||
Stock Warrants | |||
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 | 547,944 | ||
Exercise price of warrants | $ 1.83 |
Stock Options (Details)
Stock Options (Details) | 3 Months Ended |
Mar. 31, 2024 shares | |
Stock Options | |
Number of shares authorized | 5,200,000 |
Vesting term | 4 years |
Expiration term | 10 years |
Stock Options - Stock option ac
Stock Options - Stock option activity (Details) - $ / shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Option Number of Shares | ||
Options outstanding as of beginning | 4,904,266 | |
Granted | 20,500 | |
Canceled | (39,377) | |
Options outstanding as of end | 4,885,389 | 4,904,266 |
Options exercisable as of end | 2,901,918 | |
Weighted-Average Exercise Price Per Share | ||
Options outstanding as of beginning (in shares) | $ 1.93 | |
Granted (in shares) | 3.84 | |
Canceled (in shares) | 2.65 | |
Options outstanding as of end (in shares) | 1.93 | $ 1.93 |
Options exercisable as of end (in shares) | $ 1.75 | |
Weighted-Average Remaining Contractual Term | ||
Weighted-Average Remaining Contractual Term | 7 years 2 months 12 days | 7 years 6 months |
Weighted-Average Exercisable Remaining Contractual Term | 6 years 6 months |
Stock Options - Additional info
Stock Options - Additional information (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Stock Options | ||
Unrecognized stock-based compensation expense | $ 5,466,998 | |
Unrecognized stock-based compensation expense expected to recognize in future periods | 3 years | |
Stock option | ||
Stock Options | ||
Stock-based compensation expense | $ 294,899 | $ 368,140 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) - Icahn School of Medicine | Oct. 03, 2017 USD ($) |
Other Commitments [Line Items] | |
Payments for milestones achieved | $ 150,000,000 |
Percentage of obligation to pay for milestones achieved | 1% |