Onconetix (ONCO) 10-Q 12 May 23 2023 Q1 Quarterly report Financial data

Document And Entity Information

Document And Entity Information - shares	3 Months Ended
	Mar. 31, 2023	May 12, 2023
Document Information Line Items
Entity Registrant Name	Blue Water Biotech, Inc.
Trading Symbol	BWV
Document Type	10-Q
Current Fiscal Year End Date	--12-31
Entity Common Stock, Shares Outstanding		15,905,732
Amendment Flag	false
Entity Central Index Key	0001782107
Entity Current Reporting Status	Yes
Entity Filer Category	Non-accelerated Filer
Document Period End Date	Mar. 31, 2023
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q1
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Shell Company	false
Entity Ex Transition Period	false
Document Quarterly Report	true
Document Transition Report	false
Entity File Number	001-41294
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	81-2262816
Entity Address, Address Line One	201 E. Fifth Street
Entity Address, Address Line Two	Suite 1900
Entity Address, City or Town	Cincinnati
Entity Address, State or Province	OH
Entity Address, Postal Zip Code	45202
City Area Code	(513)
Local Phone Number	620-4101
Title of 12(b) Security	Common stock, $0.00001 par value
Security Exchange Name	NASDAQ
Entity Interactive Data Current	Yes

Condensed Balance Sheets

Condensed Balance Sheets - USD ($)	Mar. 31, 2023	Dec. 31, 2022
Current assets
Cash	$ 20,255,803	$ 25,752,659
Restricted cash	1,000,000
Prepaid expenses and other current assets	780,173	469,232
Deferred offering costs	366,113
Receivable from related parties	70,302	35,850
Total current assets	22,472,391	26,257,741
Prepaid expenses, long-term	15,500	38,617
Property and equipment, net	14,210	14,089
Total assets	22,502,101	26,310,447
Current liabilities
Accounts payable	1,503,262	1,499,296
Accrued expenses	1,292,951	2,409,128
Contingent warrant liability	12,406	14,021
Total current liabilities	2,808,619	3,922,445
Total liabilities	2,808,619	3,922,445
Commitments and Contingencies (see Note 7)
Stockholders’ equity
Preferred stock, $0.00001 par value, 10,000,000 shares authorized at March 31, 2023 and December 31, 2022; 0 shares issued and outstanding at March 31, 2023 and December 31, 2022
Common stock, $0.00001 par value, 250,000,000 shares authorized at March 31, 2023 and December 31, 2022; 16,371,597 and 15,724,957 shares issued at March 31, 2023 and December 31, 2022, respectively; 15,879,230 and 15,265,228 shares outstanding at March 31, 2023 and December 31, 2022, respectively	164	157
Additional paid-in-capital	42,516,726	42,331,155
Treasury stock, at cost; 492,367 and 459,729 shares of common stock at March 31, 2023 and December 31, 2022, respectively	(600,264)	(566,810)
Accumulated deficit	(22,223,144)	(19,376,500)
Total stockholders’ equity	19,693,482	22,388,002
Total liabilities and stockholders’ equity	$ 22,502,101	$ 26,310,447

Condensed Balance Sheets (Paren

Condensed Balance Sheets (Parentheticals) - $ / shares	Mar. 31, 2023	Dec. 31, 2022
Statement of Financial Position [Abstract]
Preferred stock, par value (in Dollars per share)	$ 0.00001	$ 0.00001
Preferred stock, shares authorized	10,000,000	10,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, par value (in Dollars per share)	$ 0.00001	$ 0.00001
Common stock, shares authorized	250,000,000	250,000,000
Common stock, shares issued	16,371,597	15,724,957
Common stock, shares outstanding	15,879,230	15,265,228
Treasury stock, shares of common stock	492,367	459,729

Condensed Statements of Operati

Condensed Statements of Operations (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Operating expenses
General and administrative	$ 1,766,022	$ 1,615,569
Research and development	1,082,237	455,092
Total operating expenses	2,848,259	2,070,661
Loss from operations	(2,848,259)	(2,070,661)
Other income
Change in fair value of contingent warrant liability	(1,615)
Total other income	(1,615)
Net loss	(2,846,644)	(2,070,661)
Cumulative preferred stock dividends		96,359
Net loss applicable to common stockholders	$ (2,846,644)	$ (2,167,020)
Net loss per share attributable to common stockholders, basic (in Dollars per share)	$ (0.18)	$ (0.34)
Weighted average number of common shares outstanding, basic (in Shares)	15,910,415	6,339,435

Condensed Statements of Opera_2

Condensed Statements of Operations (Unaudited) (Parentheticals) - $ / shares	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Income Statement [Abstract]
Net loss per share attributable to common stockholders, diluted	$ (0.18)	$ (0.34)
Weighted average number of common shares outstanding, diluted	15,910,415	6,339,435

Condensed Statements of Stockho

Condensed Statements of Stockholders’ Equity (Unaudited) - USD ($)	Preferred Stock	Common Stock	Additional Paid-in Capital	Treasury Stock	Accumulated Deficit	Total
Balance at Dec. 31, 2021	$ 11	$ 32	$ 7,403,204		$ (5,956,670)	$ 1,446,577
Balance (in Shares) at Dec. 31, 2021	1,146,138	3,200,000
Issuance of common stock in initial public offering, net of $2.9 million of offering costs		$ 22	17,138,818			17,138,840
Issuance of common stock in initial public offering, net of $2.9 million of offering costs (in Shares)		2,222,222
Conversion of convertible preferred stock to common stock upon initial public offering	$ (11)	$ 56	(45)
Conversion of convertible preferred stock to common stock upon initial public offering (in Shares)	(1,146,138)	5,626,365
Stock-based compensation			19,322			19,322
Stock-based compensation (in Shares)
Net loss					(2,070,661)	(2,070,661)
Balance at Mar. 31, 2022		$ 110	24,561,309		(8,027,331)	16,534,088
Balance (in Shares) at Mar. 31, 2022		11,048,587
Balance at Dec. 31, 2022		$ 157	42,331,155	$ (566,810)	(19,376,500)	22,388,002
Balance (in Shares) at Dec. 31, 2022		15,724,957		(459,729)
Exercise of pre-funded warrants		$ 7	(7)
Exercise of pre-funded warrants (in Shares)		646,640
Stock-based compensation			185,578			185,578
Stock-based compensation (in Shares)
Purchase of treasury shares				$ (33,454)		(33,454)
Purchase of treasury shares (in Shares)				(32,638)
Net loss					(2,846,644)	(2,846,644)
Balance at Mar. 31, 2023		$ 164	$ 42,516,726	$ (600,264)	$ (22,223,144)	$ 19,693,482
Balance (in Shares) at Mar. 31, 2023		16,371,597		(492,367)

Condensed Statements of Stock_2

Condensed Statements of Stockholders’ Equity (Unaudited) (Parentheticals) $ in Millions	3 Months Ended
	Mar. 31, 2022 USD ($)
Statement of Stockholders' Equity [Abstract]
Issuance of common stock in initial public offering, net	$ 2.9

Condensed Statements of Cash Fl

Condensed Statements of Cash Flows (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Cash flows from operating activities
Net loss	$ (2,846,644)	$ (2,070,661)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation	185,578	19,332
Depreciation expense	1,698	1,300
Change in fair value of contingent warrant liability	(1,615)
Changes in assets and liabilities:
Prepaid expenses and other current assets	(321,961)	144,546
Receivable from related parties	(34,452)	(11,991)
Prepaid expenses, long-term	23,117	(129,454)
Deposit		(87,638)
Accrued expenses	(1,237,493)	896,659
Accounts payable	(214,311)	351,816
Net cash used in operating activities	(4,446,083)	(886,091)
Cash flows from investing activities
Purchase of property and equipment	(1,819)	(5,197)
Net cash used in investing activities	(1,819)	(5,197)
Cash flows from financing activities
Purchase of treasury shares	(33,454)
Payment of deferred offering costs	(15,500)	(5,000)
Proceeds from issuance of common stock in initial public offering, net of underwriting discount		18,400,000
Payments of initial public offering costs		(822,937)
Net cash provided by (used in) financing activities	(48,954)	17,572,063
Net increase (decrease) in cash and restricted cash	(4,496,856)	16,680,775
Cash and restricted cash, beginning of period	25,752,659	1,928,474
Cash and restricted cash, end of period	21,255,803	18,609,249
Noncash investing and financing activities:
Deferred offering costs included in accounts payable and accrued expenses	339,593	233,804
Deferred offering costs previously prepaid	(11,020)
Exercise of pre-funded warrants	7
Conversion of convertible preferred stock to common stock upon initial public offering		45
Initial public offering costs included in accounts payable		$ 104,035

Organization and Basis of Prese

Organization and Basis of Presentation	3 Months Ended
	Mar. 31, 2023
Organization and Basis of Presentation [Abstract]
Organization and Basis of Presentation	Note 1 — Organization and Basis of Presentation Organization and Nature of Operations Blue Water Biotech, Inc. (formerly Blue Water Vaccines Inc.) (the “Company”) was formed on October 26, 2018, to focus on the research and development of transformational vaccines to prevent infectious diseases worldwide. The Company’s lead vaccine candidate, BWV-201, is a live attenuated, intranasally delivered, serotype independent Streptococcus pneumoniae vaccine targeting S. pneumo-induced acute otitis media and pneumococcal pneumonia. BWV’s influenza vaccine candidates, BWV-101 and BWV-102, are being investigated as a universal influenza vaccine with the potential to protect against all influenza strains and a pre-pandemic H1 influenza vaccine, respectively. In addition to exploratory analysis for applications in flu vaccines, the Company’s virus-like particle platform is being utilized to investigate and develop vaccine candidates against norovirus, rotavirus, malaria, monkeypox, and Marburg virus disease. Finally, the Company is developing a live attenuated, orally delivered Chlamydia vaccine. All of the Company’s vaccine candidates are in the pre-clinical developmental stage. In addition, in April 2023, the Company acquired ENTADFI®, with plans to commercialize it. ENTADFI® is an FDA-approved, once daily pill that combines finasteride and tadalafil for the treatment of benign prostatic hyperplasia. This combination allows men to receive treatment for their symptoms of benign prostatic hyperplasia without the negative sexual side effects typically seen in patients on finasteride alone. Effective April 21, 2023, the Company changed its corporate name from “Blue Water Vaccines Inc.” to “Blue Water Biotech, Inc.” See Note 11. Initial Public Offering On February 23, 2022, the Company completed its initial public offering (“IPO”) in which the Company issued and sold 2,222,222 shares of its common stock, par value $0.00001 per share (“common stock”), at a price to the public of $9.00 per share. Proceeds from the IPO, net of underwriting discounts, commissions, and offering costs of $2.9 million, were $17.1 million. In connection with the completion of the IPO, all outstanding shares of the Company’s convertible preferred stock were converted into 5,626,365 shares of common stock. Basis of Presentation The Company’s unaudited condensed financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Unaudited Interim Financial Statements The accompanying condensed balance sheet as of March 31, 2023, and the condensed statements of operations, the condensed statements of changes in stockholders’ equity, and the condensed statements of cash flows for the three months ended March 31, 2023 and 2022 are unaudited. These unaudited interim financial statements have been prepared on the same basis as the audited financial statements, and in management’s opinion, include all adjustments, consisting of only normal recurring adjustments, necessary for the fair statement of the Company’s financial position as of March 31, 2023 and its results of operations and cash flows for the three months ended March 31, 2023 and 2022. The financial data and the other financial information disclosed in the notes to these condensed financial statements related to the three-month periods are also unaudited. Operating results for the three months ended March 31, 2023 are not necessarily indicative of the results that may be expected for the year ending December 31, 2023, any other interim periods, or any future year or period. The unaudited condensed financial statements included in this Report should be read in conjunction with the audited financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, which includes a broader discussion of the Company’s business and the risks inherent therein.

Going Concern and Management_s

Going Concern and Management’s Plans	3 Months Ended
	Mar. 31, 2023
Liquidity and Financial Condition [Abstract]
Going Concern and Management’s Plans	Note 2 — Going Concern and Management’s Plans The Company’s operating activities to date have been devoted to seeking licenses and engaging in research and development activities. The Company’s product candidates currently under development will require significant additional research and development efforts prior to commercialization. The Company has financed its operations since inception primarily using proceeds received from seed investors, and proceeds received from its IPO and private placement issuances in April and August 2022 (the “Private Placements”), see Note 6. During 2022, the Company completed its IPO and the Private Placements in which the Company received an aggregate of approximately $33.1 million in net cash proceeds, after deducting placement agent fees and other offering expenses. The Company has incurred substantial operating losses since inception and expects to continue to incur significant operating losses for the foreseeable future. As of March 31, 2023, the Company had cash of approximately $20.3 million, working capital of approximately $19.7 million and an accumulated deficit of approximately $22.2 million. During April 2023, the Company completed an acquisition of assets that requires the Company to pay initial consideration of $20.0 million, of which $6.0 million was paid upon close, and $9.0 million of the remainder is due to the seller of the assets within one year of the date these condensed financial statements were issued. The remaining $5.0 million is due in September 2024. See Note 11. These factors, along with the Company’s forecasted future cash flows, indicate that the Company will be unable to meet its contractual commitments and obligations as they come due in the ordinary course of business within one year following the issuance of these condensed financial statements. The Company will require significant additional capital to fund its continuing operations, satisfy existing and future obligations and liabilities, and otherwise support the Company’s working capital needs and business activities, including the commercialization of ENTADFI® and the development and commercialization of its current product candidates and future product candidates. Management’s plans include generating product revenue from sales of ENTADFI®, which is subject to successful commercialization activities, some of which are outside of the Company’s control, including but not limited to, securing contracts with wholesalers and third party payers, securing contracts with third-party logistics providers, obtaining required licensure in various jurisdictions, and building a salesforce, as well as attempting to secure additional required funding through equity or debt financings if available; however, there are currently no commitments in place for further financing nor is there any assurance that such financing will be available to the Company on favorable terms, if at all. If the Company is unable to secure additional capital, it may be required to curtail any clinical trials, development and/or commercialization of products and product candidates, and it may take additional measures to reduce expenses in order to conserve its cash in amounts sufficient to sustain operations and meet its obligations. Because of historical and expected operating losses and net operating cash flow deficits, there is substantial doubt about the Company’s ability to continue as a going concern for one year from the issuance of the condensed financial statements, which is not alleviated by management’s plans. The condensed financial statements have been prepared assuming the Company will continue as a going concern. These condensed financial statements do not include any adjustments that might be necessary from the outcome of this uncertainty.

Summary of Significant Accounti

Summary of Significant Accounting Policies	3 Months Ended
	Mar. 31, 2023
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	Note 3 — Summary of Significant Accounting Policies During the three months ended March 31, 2023, there were no changes to the Company’s significant accounting policies as described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, except for the following: Restricted Cash Restricted cash maintained under agreements that legally restrict the use of such funds is not included with cash and is reported as a separate line item on the condensed balance sheet. Restricted cash as of March 31, 2023, primarily consists of earnest money deposited in a financial institution for a potential asset acquisition. Subsequent to March 31, 2023, the funds were released from escrow to the Company and reclassified from restricted cash to cash. A reconciliation of the Company’s cash and restricted cash in the condensed balance sheet to cash and restricted cash in the condensed statement of cash flows as of March 31, 2023 and is as follows: As of As of Cash $ 20,255,803 $ 25,752,659 Restricted cash 1,000,000 — Cash and restricted cash $ 21,255,803 $ 25,752,659 New Accounting Pronouncement The Company’s management does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying condensed financial statements.

Balance Sheet Details

Balance Sheet Details	3 Months Ended
	Mar. 31, 2023
Balance Sheet Details [Abstract]
Balance Sheet Details	Note 4 — Balance Sheet Details Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consisted of the following as of March 31, 2023 and December 31, 2022: As of As of Prepaid research and development $ 208,583 $ 231,981 Prepaid insurance 484,788 148,789 Prepaid other 86,802 88,462 Total $ 780,173 $ 469,232 Accrued Expenses Accrued expenses consisted of the following as of March 31, 2023 and December 31, 2022: As of As of Accrued license fees $ — $ 15,000 Accrued research and development 549,762 847,747 Accrued deferred offering costs 246,316 125,000 Accrued compensation 324,051 1,132,859 Accrued franchise taxes 26,200 177,600 Accrued director fees 109,375 38,750 Accrued other 37,247 72,172 Total $ 1,292,951 $ 2,409,128

Significant Agreements

Significant Agreements	3 Months Ended
	Mar. 31, 2023
Significant Agreements [Abstract]
Significant Agreements	Note 5 — Significant Agreements Oxford University Innovation Limited In December 2018, the Company entered into an option agreement with Oxford University Innovation (“OUI”), which was a precursor to a license agreement (the “OUI Agreement”), dated July 16, 2019. Under the terms of the OUI Agreement, the Company holds an exclusive, worldwide license to certain specified patent rights and biological materials relating to the use of epitopes of limited variability and virus-like particle products and practice processes that are covered by the licensed patent rights and biological materials for the purpose of developing and commercializing a vaccine product candidate for influenza. The Company is obligated to use its best efforts to develop and market Licensed Products, as defined in the OUI Agreement, in accordance with its development plan, report to OUI on progress, achieve the following milestones and must pay OUI nonrefundable milestone fees when it achieves them: initiation of first Phase I study; initiation of first Phase II study; initiation of first Phase III/pivotal registration studies; first submission of application for regulatory approval (BLA/NDA); marketing authorization in the United States; marketing authorization in any EU country; marketing authorization in Japan; first marketing authorization in any other country; first commercial sale in Japan; first commercial sale in any ROW country; first year that annual sales equal or exceed certain thresholds. The OUI Agreement also requires the Company to pay certain milestone and royalty payments in the future, as the related contingent events occur. The OUI Agreement will expire upon ten (10) years from the expiration of the last patent contained in the licensed patent rights, unless terminated earlier. During the year ended December 31, 2021, the U.S. Patent related to immunogenic composition was issued to OUI. This patent expires in August 2037. No additional patents have been issued during the three months ended March 31, 2023. Either party may terminate the OUI Agreement for an uncured material breach. The Company was able to terminate the OUI Agreement for any reason at any time upon six months’ written notice until July 16, 2022, which was the third anniversary of the OUI Agreement. OUI may terminate immediately if the Company has a petition presented for its winding-up or passes a resolution for winding up other than for a bona fide amalgamation or reconstruction or compounds with its creditors or has a receiver or administrator appointed. OUI may also terminate if the Company opposes or challenges the validity of any of the patents or applications in the Licensed Technology, as defined in the OUI Agreement; raises the claim that the know-how of the Licensed Technology is not necessary to develop and market Licensed Products; or in OUI’s reasonable opinion, is taking inadequate or insufficient steps to develop or market Licensed Products and does not take any further steps that OUI requests by written notice within a reasonable time. St. Jude Children’s Hospital The Company entered into a license agreement (the “St. Jude Agreement”), dated January 27, 2020, with St. Jude Children’s Research Hospital (“St. Jude”). Under the terms of the St. Jude Agreement, the Company holds an exclusive, worldwide license to certain specified patent rights and biological materials relating to the use of live attenuated streptococcus pneumoniae and practice processes that are covered by the licensed patent rights and biological materials for the purpose of developing and commercializing a vaccine product candidate for streptococcus pneumoniae. The St. Jude Agreement requires the Company to pay certain milestone and royalty payments in the future, as the related contingent events occur. The St. Jude Agreement will expire upon the expiration of the last valid claim contained in the licensed patent rights, unless terminated earlier. The Company is obligated to use commercially reasonable efforts to develop and commercialize the licensed product(s). The milestones include the following events: (i) complete IND enabling study; (ii) initiate animal toxicology study; (iii) file IND; (iv) complete Phase I Clinical Trial; (v) commence Phase II Clinical Trial; (vi) commence Phase III Clinical Trial; and, (vii) regulatory approval, U.S. or foreign equivalent. If the Company fails to achieve the development milestones contained in the St. Jude Agreement, and if the Company and St. Jude fail to agree upon a mutually satisfactory revised timeline, St. Jude will have the right to terminate the St. Jude Agreement. Either party may terminate the St. Jude Agreement in the event the other party (a) files or has filed against it a petition under the Bankruptcy Act (among other things) or (b) fails to perform or otherwise breaches its obligations under the St. Jude Agreement, and has not cured such failure or breach within sixty (60) days. The Company may terminate for any reason on thirty (30) days written notice. On May 11, 2022, the Company entered into an amendment to the St. Jude Agreement, whereby the royalty terms, milestone payments and licensing fees were amended, and a revised development milestone timeline was agreed to. On March 22, 2023, the Company entered into another amendment to the St. Jude Agreement, whereby the development milestone timeline was further revised and which had no financial impact. Cincinnati Children’s Hospital Medical Center The Company entered into a license agreement (the “CHMC Agreement”), dated June 1, 2021, with Children’s Hospital Medical Center, d/b/a Cincinnati Children’s Hospital Medical Center (“CHMC”). Under the terms of the CHMC Agreement, the Company holds an exclusive, worldwide license (other than the excluded field of immunization against, and prevention, control, or reduction in the severity of gastroenteritis caused by rotavirus and norovirus in China and Hong Kong) to certain specified patent and biological materials relating to the use of norovirus nanoparticles and practice processes that are covered by the licensed patent rights and biological materials for the purpose of developing and commercializing CHMC patents and related technology directed to a virus-like particle vaccine platform that utilizes nanoparticle delivery technology that may have potential broad application to develop vaccines for multiple infectious diseases. The term of the CHMC Agreement begins on the effective date and extends on a jurisdiction by jurisdiction and product by product basis until the later of: (i) the last to expire licensed patent; (ii) ten (10) years after the first commercial sale; or, (iii) entrance onto the market of a biosimilar or interchangeable product. The Company is obligated to use commercially reasonable efforts to bring licensed products to market through diligent research and development, testing, manufacturing and commercialization, to use best efforts to make all necessary regulatory filings and obtain all necessary regulatory approvals, to achieve milestones relating to development and sales, and report to CHMC on progress. The Company will also be obligated to pay agreed upon development milestone payments and royalty payment to CHMC, as the related contingent events occur. The Company may terminate the CHMC Agreement for convenience, at any time prior to first commercial sale of a product or process by providing one hundred and eighty (180) days’ written notice to CHMC. It may also terminate for a CHMC uncured material breach. CHMC may terminate the CHMC Agreement for an uncured Company material breach or insolvency or bankruptcy. Pursuant to the terms of the CHMC Agreement, if the Company fails to achieve the milestones, and cannot mutually agree with CHMC on an amendment to the milestones, then CHMC will have the option of converting any and all of such exclusive licenses to nonexclusive licenses, to continue developing indications that have already entered development at any stage or in which the Company has invested in developing. CHMC may also terminate the CHMC Agreement to the fullest extent permitted by law in the countries of the worldwide territory, in the event the Company or its affiliates challenge or induce others set up challenges to the validity or enforceability of any of the Licensed Patents, as defined in the CHMC Agreement, and the Company will be obligated to reimburse CHMC for its costs, including reasonable attorneys’ fees. Ology Bioservices, Inc. (which was later acquired by National Resilience, Inc.) The Company entered into a Master Services Agreement (“Ology MSA”), dated July 19, 2019, with Ology, Inc. (“Ology”) to provide services from time to time, including but not limited to technology transfer, process development, analytical method optimization, cGMP manufacture, regulatory affairs, and stability studies of biologic products. Pursuant to the Ology MSA, the Company and Ology shall enter into a Project Addendum for each project to be governed by the terms and conditions of the Ology MSA. The Company has entered into two Project Addendums as of December 31, 2022. The initial Project Addendum was executed on October 18, 2019 and the Company was required to pay Ology an aggregate of approximately $4 million. Due to unforeseen delays associated with COVID-19, the Company and Ology entered into a letter agreement dated January 9, 2020 to stop work on the project, at which point the Company had paid Ology $100,000 for services to be provided. The second Project Addendum was executed on May 21, 2021 and the Company is obligated to pay Ology an aggregate amount of approximately $2.8 million, plus reimbursement for materials and outsourced testing, which will be billed at cost plus 15%. During 2022, the Company entered into three amendments to the Ology MSA to adjust the scope of work defined in the second Project Addendum. The amendments resulted in a net increase to the Company’s obligations under the second Project Addendum of $154,000. On March 27, 2023, the second Project Addendum to the Ology MSA was further amended to increase the scope of the project, resulting in an increase to the Company’s obligations of $180,000 under the Ology MSA. During the three months ended March 31, 2023 the Company incurred related research and development expenses of approximately $335,000, and at March 31, 2023, the Company had approximately $734,000 and $271,000 recorded as related accounts payable and accrued expenses, respectively. There was approximately $217,000 of related expenses incurred during the three months ended March 31, 2022. University of Texas Health Science Center at San Antonio The Company entered into a patent and technology license agreement (the “UT Health Agreement”), dated November 18, 2022, with the University of Texas Health Science Center at San Antonio (“UT Health”). Under the terms of the UT Health Agreement, the Company holds an exclusive, worldwide license (other than the excluded field of vectors, as defined in the UT Health Agreement) to certain specified patent rights relating to the development of a live attenuated, oral Chlamydia vaccine candidate. An initial non-refundable license fee of $100,000 was due upon execution of the agreement and subsequent annual license fees are due as follows: $20,000 per year for each of the four years ending on December 31, 2026; $40,000 per year for each of the two years ending on December 31, 2028, and $60,000 per year for the year ending December 31, 2029 and each year thereafter until expiration or termination of the UT Health agreement. The UT Health Agreement also requires the Company to pay certain milestone and royalty payments in the future, as the related contingent events occur. The UT Health Agreement will expire upon the expiration of the last date of expiration or termination of the patent rights, unless terminated earlier. The Company may terminate the UT Health Agreement for convenience, by providing 90 days’ written notice to UT Health. UT Health may terminate the UT Health Agreement in the event the Company (a) becomes arrears in payment due and does not make payment within 30 days after notification from UT Health or (b) is in breach of any non-payment provision and does not cure such breach within 60 days after notification from UT Health or (c) UT Health delivers notice to the Company of three or more actual material breaches of the UT Health Agreement in any 12-month period or (d) in the event the Company or its affiliates initiates any proceeding or action to challenge the validity, enforceability, or scope of any of the licensed patents. Co-development Agreement with AbVacc, Inc. On February 1, 2023, the Company entered into a co-development agreement (the “Co-Development Agreement”) with AbVacc, Inc. (“AbVacc”), for the purpose of conducting research aimed at co-development of specific vaccine candidates, including monkeypox and Marburg virus disease with the potential to expand to others using the Norovirus nanoparticle platform (“Co-Development Project”), and to govern the sharing of materials and information, as defined in the Co-Development Agreement, for the Co-Development Project. Under the Co-Development Agreement, AbVacc and the Company will collaborate, through a joint development committee, to establish and implement a development plan or statement of work for each Co-Development Project targeted product. Under the Co-Development Agreement, either the Company or AbVacc, whichever party is the primary sponsor of any resulting product (as defined in the Co-Development Agreement), will be obligated to compensate the other party for certain milestone payments that would range between $2.1 million and $4.75 million, plus royalties of between 2% to 4%. There is no fixed obligation for either party, and each party will be responsible for their own costs. The term of the Co-Development Agreement is three years from the effective date, unless previously terminated by either party, in accordance with the Co-Development Agreement. During the three months ended March 31, 2023, the Company incurred approximately $8,000 in costs for research and development related to the Co-Development Agreement. As of March 31, 2023, the Company evaluated the likelihood of the Company achieving the specified milestones and generating product sales, and determined that the likelihood is not yet probable and as such no accrual of these payments is required as of March 31, 2023.

Stockholders_ Equity

Stockholders’ Equity	3 Months Ended
	Mar. 31, 2023
Stockholders' Equity Note [Abstract]
Stockholders’ Equity	Note 6 — Stockholders’ Equity Authorized Capital On February 23, 2022, in connection with the closing of the IPO, the Company filed with the Secretary of State of the State of Delaware its second amended and restated certificate of incorporation (the “A&R COI”), which became effective immediately. There was no change to the Company’s authorized shares of common stock and preferred stock of 250,000,000 shares and 10,000,000 shares, respectively, or the par value, which is $0.00001 for both common and preferred stock. Common Stock As of March 31, 2023 and December 31, 2022, there were 16,371,597 and 15,724,957 shares of common stock issued, respectively, and 15,879,230 and 15,265,228 shares of common stock outstanding, respectively. Holders of the Company’s common stock are entitled to one vote for each share held of record, and are entitled upon liquidation of the Company to share ratably in the net assets of the Company available for distribution after payment of all obligations of the Company and after provision has been made with respect to each class of stock, if any, having preference over the common stock. The shares of common stock are not redeemable and have no preemptive or similar rights. On February 17, 2022, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with Boustead Securities, LLC, acting as representative of the underwriters (“Boustead”), in relation to the Company’s IPO, pursuant to which the Company agreed to sell to the underwriters an aggregate of 2,222,222 shares of the Company’s common stock, at a price of $9.00 per share. The IPO closed on February 23, 2022 and resulted in net proceeds to the Company, after deducting the 8% underwriting discount, and other offering costs, of approximately $17.1 million. Treasury Stock On November 10, 2022, the board of directors of the Company (the “Board”) approved a stock repurchase program (the “Repurchase Program”) to allow the Company to repurchase up to 5.0 million shares of common stock with a maximum price of $1.00 per share, with discretion to management to make purchases subject to market conditions. On November 18, 2022, the Board approved an increase to the maximum price to $2.00 per share. There is no expiration date for this program. During the three months ended March 31, 2023, the Company repurchased 32,638 shares of common stock at an average price of $1.03 per share, for an aggregate of approximately $33,500. Shares that are repurchased are classified as treasury stock pending future use and reduce the number of shares outstanding used in calculating earnings per share. As of March 31, 2023, there are approximately 4.5 million shares remaining, that can be repurchased under the Repurchase Program. Private Investments in Public Equity April Private Placement On April 19, 2022, the Company consummated the closing of a private placement (the “April Private Placement”), pursuant to the terms and conditions of a securities purchase agreement, dated as of April 13, 2022. At the closing of the April Private Placement, the Company issued 590,406 shares of common stock, pre-funded warrants to purchase an aggregate of 590,406 shares of common stock and preferred investment options to purchase up to an aggregate of 1,180,812 shares of common stock. The purchase price of each share of common stock together with the associated preferred investment option was $6.775, and the purchase price of each pre-funded warrant together with the associated preferred investment option was $6.774. The aggregate net cash proceeds to the Company from the April Private Placement were approximately $6.9 million, after deducting placement agent fees and other offering expenses. The pre-funded warrants had an exercise price of $0.001 per share and were exercised in full on May 24, 2022. The preferred investment options, which had an exercise price of $6.65 per share, were exchanged in connection with the August Private Placement, as discussed below. H.C. Wainwright & Co., LLC (“Wainwright”) acted as the exclusive placement agent for the April Private Placement. The Company agreed to pay Wainwright a placement agent fee and management fee equal to 7.5% and 1.0%, respectively, of the aggregate gross proceeds from the April Private Placement and reimburse certain out-of-pocket expenses up to an aggregate of $85,000. In addition, the Company issued warrants to Wainwright (the “April Wainwright Warrants”) to purchase up to 70,849 shares of common stock. The Wainwright Warrants are in substantially the same form as the preferred investment options, except that the exercise price is $8.46875. The form of the preferred investment options is a warrant, and as such the preferred investment options, the pre-funded warrants, and the Wainwright Warrants are collectively referred to as the “April Private Placement Warrants”. Further, upon any exercise for cash of any preferred investment options, the Company agreed to issue to Wainwright additional warrants to purchase the number of shares of common stock equal to 6.0% of the aggregate number of shares of common stock underlying the preferred investment options that have been exercised, also with an exercise price of $8.46875 (the “April Contingent Warrants”). The maximum number of April Contingent Warrants issuable under this provision is 70,849. The Company evaluated the terms of the April Private Placement Warrants and determined that they should be classified as equity instruments based upon accounting guidance provided in ASC 480 and ASC 815-40. Since the Company determined that the April Private Placement Warrants were equity-classified, the Company recorded the proceeds from the April Private Placement, net of issuance costs, within common stock at par value and the balance of the net proceeds to additional paid in capital. The Company evaluated the terms of the April Contingent Warrants and determined that they should be classified as a liability based upon accounting guidance provided in ASC 815-40. Since the April Contingent Warrants are a form of compensation to Wainwright, the Company recorded the value of the liability as a reduction of additional paid in capital, with subsequent changes in the value of the liability recorded in other income in the accompanying statements of operations. August Private Placement On August 11, 2022, the Company consummated the closing of a private placement (the “August Private Placement”), pursuant to the terms and conditions of a securities purchase agreement, dated as of August 9, 2022. At the closing of the August Private Placement, the Company issued 1,350,000 shares of common stock, pre-funded warrants to purchase an aggregate of 2,333,280 shares of common stock and preferred investment options to purchase up to an aggregate of 4,972,428 shares of common stock. The purchase price of each share of common stock together with the associated preferred investment option was $2.715, and the purchase price of each pre-funded warrant together with the associated preferred investment option was $2.714. The aggregate net cash proceeds to the Company from the August Private Placement were approximately $8.7 million, after deducting placement agent fees and other offering expenses. In addition, the investors in the August Private Placement, who are the same investors from the April Private Placement, agreed to cancel preferred investment options to purchase up to an aggregate of 1,180,812 shares of the Company’s common stock issued in April 2022. The pre-funded warrants had an exercise price of $0.001 per share. During 2022, an aggregate of 1,686,640 of the pre-funded warrants were exercised. The remaining 646,640 of pre-funded warrants were exercised during the three months ended March 31, 2023. The preferred investment options are exercisable at any time on or after August 11, 2022 through August 12, 2027, at an exercise price of $2.546 per share, subject to certain adjustments as defined in the agreement. No preferred investment options have been exercised as of March 31, 2023. Wainwright acted as the exclusive placement agent for the August Private Placement. The Company agreed to pay Wainwright a placement agent fee and management fee equal to 7.5% and 1.0%, respectively, of the aggregate gross proceeds from the August Private Placement and reimburse certain out-of-pocket expenses up to an aggregate of $85,000. In addition, the Company issued warrants to Wainwright (the “August Wainwright Warrants”) to purchase up to 220,997 shares of common stock. The August Wainwright Warrants are in substantially the same form as the preferred investment options, except that the exercise price is $3.3938. The form of the preferred investment options is a warrant, and as such the preferred investment options, the pre-funded warrants, and the August Wainwright Warrants are collectively referred to as the “August Private Placement Warrants”. Further, upon any exercise for cash of any preferred investment options, the Company agreed to issue to Wainwright additional warrants to purchase the number of shares of common stock equal to 6.0% of the aggregate number of shares of common stock underlying the preferred investment options that have been exercised, also with an exercise price of $3.3938 (the “August Contingent Warrants”). The maximum number of August Contingent Warrants issuable under this provision is 298,346, which includes 70,849 of April Contingent Warrants that were modified in connection with the August Private Placement. The Company evaluated the terms of the August Private Placement Warrants and determined that they should be classified as equity instruments based upon accounting guidance provided in ASC 480 and ASC 815-40. Since the Company determined that the August Private Placement Warrants were equity-classified, the Company recorded the proceeds from the August Private Placement, net of issuance costs, within common stock at par value and the balance of the net proceeds to additional paid in capital. The investors in the April Private Placement agreed to cancel the aggregate of 1,180,812 preferred investment options issued in the April Private Placement, as part of their participation in the August Private Placement. The preferred investment options that were cancelled were effectively exchanged for 1,289,148 new preferred investment options in the August Private Placement, and accordingly have been accounted for as a modification or exchange of equity-linked instruments. In accordance with ASC 815-40, as the preferred investment options were classified as equity instruments before and after the exchange, and as the exchange is directly attributable to an equity offering, the Company recognized the effect of the exchange as an equity issuance cost. The Company evaluated the terms of the August Contingent Warrants and determined that they should be classified as a liability based upon accounting guidance provided in ASC 815-40. As a result of the exchange of the preferred investment options issued in the April Private Placement, the underlying equity-linked instruments that would trigger issuance of the April Contingent Warrants was replaced, and therefore the 70,849 of April Contingent Warrants were exchanged for 70,849 of the August Contingent Warrants. The value of the April Contingent Warrant liability was adjusted to fair value on the date of modification, using a Monte Carlo simulation, with the change in fair value recognized in the accompanying statements of operations. The remaining 227,497 August Contingent Warrants were measured as a liability upon the close of the August Private Placement. Since the Contingent Warrants are a form of compensation to the placement agent, the Company recorded the value of the liability as a reduction of additional paid in capital. At the Market Offering Agreement On March 29, 2023, the Company entered into an At The Market Offering Agreement (the “ATM Agreement”) with H.C. Wainwright & Co., LLC, as sales agent (the “Agent”), to create an at-the-market equity program under which it may sell up to $3,900,000 of shares of the Company’s common stock (the “Shares”) from time to time through the Agent (the “ATM Offering”). Under the ATM Agreement, the Agent will be entitled to a commission at a fixed rate of 3.0% of the gross proceeds from each sale of Shares under the ATM Agreement. Sales of the Shares, if any, under the ATM Agreement may be made in transactions that are deemed to be “at-the-market equity offerings” as defined in Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”), including sales made by means of ordinary brokers’ transactions, including on the Nasdaq Capital Market, at prevailing market prices at the time of sale or as otherwise agreed with the Agent. The Company has no obligation to sell, and the Agent is not obligated to buy or sell, any of the Shares under the Agreement and may at any time suspend offers under the Agreement or terminate the Agreement. The ATM Offering will terminate upon the termination of the ATM Agreement as permitted therein. The Shares will be issued pursuant to the Company’s previously filed Registration Statement on Form S-3 (File No. 333-270383) that was declared effective on March 16, 2023 and a prospectus supplement and accompanying prospectus relating to the ATM Offering filed with the with the Securities and Exchange Commission (“SEC”) on March 29, 2023. Deferred offering costs associated with the ATM Agreement are reclassified to additional paid in capital on a pro-rata basis when the Company completes offerings under the ATM Agreement. Any remaining deferred costs will be expensed to the statements of operations should the planned offering be abandoned. As of March 31, 2023, no shares have been sold under the ATM Offering. Warrants The following summarizes activity related to the Company’s outstanding warrants, excluding contingent warrants issuable upon exercise of the preferred investment options, for the three months ended March 31, 2023: Weighted Average Weighted Remaining Average Contractual Number of Exercise Life Shares Price (in years) Outstanding as of December 31, 2022 5,910,914 $ 2.37 4.7 Granted — — Exercised (646,640 ) 0.001 Cancelled — — Outstanding as of March 31, 2023 5,264,274 2.66 4.4 Warrants vested and exercisable as of March 31, 2023 5,264,274 $ 2.66 4.4 As of March 31, 2023, the outstanding warrants include 70,849 April Private Placement Warrants and 5,193,425 August Private Placement Warrants, which are exercisable into 5,264,274 shares of common stock which had a fair value of $1.07 per share, based on the closing trading price on that day. Additionally, as of March 31, 2023 and December 31, 2022, the value of the April Contingent Warrants and the August Contingent Warrants (collectively the “Contingent Warrants”) was approximately $12,000 and $14,000, respectively, and none of the Contingent Warrants have been issued, as no preferred investment options have been exercised. Equity Incentive Plans The Company’s 2019 Equity Incentive Plan (the “2019 Plan”) was adopted by the Board and by its stockholders on July 1, 2019. The Company has reserved 1,400,000 shares of common stock for issuance pursuant to the 2019 Plan. There were no share-based awards granted under the 2019 Plan during the three months ended March 31, 2023 and 2022. In addition, on February 23, 2022 and in connection with the closing of the IPO, the Board adopted the Company’s 2022 Equity Incentive Plan (the “2022 Plan”), which is the successor and continuation of the Company’s 2019 Plan. Under the 2022 Plan, the Company may grant stock options, restricted stock, restricted stock units, stock appreciation rights, and other forms of awards to employees, directors and consultants of the Company. Upon its effectiveness, a total of 1,600,000 shares of common stock were reserved for issuance under the 2022 Plan. In August 2022, the number of shares of common stock reserved for issuance under the 2022 Plan was increased to 2,600,000. The stock options granted during the three months ended March 31, 2023 were all granted under the 2022 Plan. As of March 31, 2023, there are 965,446 options available for issuance under the 2022 Plan. Stock Options The following summarizes activity related to the Company’s stock options under the 2019 Plan and the 2022 Plan for the three months ended March 31, 2023: Weighted Average Weighted Remaining Average Total Contractual Number of Exercise Intrinsic Life Shares Price Value (in years) Outstanding as of December 31, 2022 1,392,654 $ 3.30 $ 670,161 8.2 Granted 102,386 1.19 — — Forfeited / cancelled (25,938 ) 2.65 — — Exercised — — — — Outstanding as of March 31, 2023 1,469,102 3.17 $ 635,147 8.1 Options vested and exercisable as of March 31, 2023 1,024,322 $ 2.87 $ 557,559 7.7 The fair value of options granted in 2023 was estimated using the following assumptions: For the 2023 Exercise price $ 1.05 – 1.29 Term (years) 5.00 – 10.00 Expected stock price volatility 113.1% – 119.5 % Risk-free rate of interest 3.5% – 3.6 % The weighted average grant date fair value of stock options granted during the three months ended March 31, 2023 was $1.08. The aggregate fair value of stock options that vested during the three months ended March 31, 2023 was approximately $272,000. Stock-Based Compensation Stock-based compensation expense for the three months ended March 31, 2023 and 2022 was as follows: For the Three Months Ended March 31, 2023 2022 General and administrative $ 99,207 $ 6,417 Research and development 86,371 12,915 Total $ 185,578 $ 19,332 As of March 31, 2023, unrecognized stock-based compensation expense relating to outstanding stock options is approximately $659,000, which is expected to be recognized over a weighted-average period of 1.90 years.

Commitments and Contingencies

Commitments and Contingencies	3 Months Ended
	Mar. 31, 2023
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Note 7 — Commitments and Contingencies Office Leases The Company entered into a short-term lease in Palm Beach, Florida with an unrelated party, with a commencement date of May 1, 2022, for approximately $14,000 per month. The lease, which was personally guaranteed by the Company’s CEO, ended on April 30, 2023. During the three months ended March 31, 2023, the Company incurred rent expense on this lease of approximately $48,000, and variable lease expense of approximately $4,000. Litigation From time to time, the Company may be subject to various legal proceedings and claims that arise in the ordinary course of its business activities. As of March 31, 2023, the Company is not a party to any material legal proceedings and is not aware of any pending or threatened claims. Registration Rights Agreements In connection with the April Private Placement (see Note 6), the Company entered into a Registration Rights Agreement with the purchasers, dated as of April 13, 2022 (the “April Registration Rights Agreement”). The April Registration Rights Agreement provides that the Company shall file a registration statement covering the resale of all of the registrable securities (as defined in the April Registration Rights Agreement) with the SEC. The registration statement on Form S-1 required under the April Registration Rights Agreement was filed with the SEC on May 3, 2022, and became effective on May 20, 2022. A post-effective amendment to the Form S-1 on Form S-3 relating to such registration statement was filed with the SEC on April 28, 2023. In connection with the August Private Placement (see Note 6), the Company entered into a Registration Rights Agreement with the purchasers, dated as of August 9, 2022 (the “August Registration Rights Agreement”). The August Registration Rights Agreement provides that the Company shall file a registration statement covering the resale of all of the registrable securities (as defined in the August Registration Rights Agreement) with the SEC. The registration statement on Form S-1 required under the August Registration Rights Agreement was filed with the SEC on August 29, 2022, and became effective on September 19, 2022. A post-effective amendment to the Form S-1 on Form S-3 relating to such registration statement was filed with the SEC on April 28, 2023. Upon the occurrence of any Event (as defined in the April Registration Rights Agreement and the August Registration Rights Agreement), which, among others, prohibits the purchasers from reselling the securities for more than ten consecutive calendar days or more than an aggregate of fifteen calendar days during any 12-month period, and should the registration statement cease to remain continuously effective, the Company would be obligated to pay to each purchaser, on each monthly anniversary of each such Event, an amount in cash, as partial liquidated damages and not as a penalty, equal to the product of 2.0% multiplied by the aggregate subscription amount paid by such purchaser in the Private Placement. As of March 31, 2023, the Company determined that the likelihood of the Company incurring liquidated damages pursuant to the April Registration Rights Agreement and the August Registration Rights Agreement is remote, and as such, no accrual of these payments is required as of March 31, 2023. Milestone and Royalty Obligations The Company has entered into various license agreements with third parties that obligate the Company to pay certain development, regulatory, and commercial milestones, which aggregate to $115.1 million, as well as royalties based on product sales. See Note 5. As of March 31, 2023, the Company evaluated the likelihood of the Company achieving the specified milestones and generating product sales, and determined that the likelihood is not yet probable and as such no accrual of these payments is required as of March 31, 2023. Indemnification In the normal course of business, the Company enters into contracts and agreements that contain a variety of representations and warranties and provide for general indemnifications. The Company’s exposure under these agreements is unknown because it involves claims that may be made against the Company in the future but have not yet been made. To date, the Company has not paid any claims or been required to defend any action related to its indemnification obligations. However, the Company may incur charges in the future as a result of these indemnification obligations. Risks and Uncertainties — COVID-19 Management continues to evaluate the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for drug candidates, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Related Party Transactions

Related Party Transactions	3 Months Ended
	Mar. 31, 2023
Related Party Transactions [Abstract]
Related Party Transactions	Note 8 — Related Party Transactions The Company originally engaged the Chief Executive Officer, who is also the Board Chairman and prior to the close of the IPO, sole common stockholder of the Company, pursuant to a consulting agreement commencing October 22, 2018, which called for the Company to pay for consulting services performed on a monthly basis. Upon the close of the Company’s IPO, the consulting agreement was terminated and the CEO’s employment agreement became effective. During the three months ended March 31, 2022, the Company incurred approximately $63,000 in fees under the consulting agreement, which is recognized in general and administrative expenses in the accompanying condensed statement of operations. During 2022 the Company entered into a lease agreement that was personally guaranteed by the Company’s CEO. The lease expired on April 30, 2023. See Note 7. During the year ended December 31, 2022, the Company’s compensation committee approved one-time bonus awards of $140,000 and $100,000 to the Company’s CEO and Chief Business Officer (“CBO”), respectively, in recognition of their efforts in connection with the Company’s IPO. These bonuses were recognized during the three months ended March 31, 2022, as general and administrative expenses in the accompanying statements of operations. As of March 31, 2023 and December 31, 2022, the Company has a receivable from related party of approximately $70,000 and $36,000, respectively, which consists of miscellaneous payments made by the Company on the behalf of the Company’s CEO. A former director of the Company, who currently serves on the Company’s Scientific Advisory Board, serves on the Advisory Board for the Cincinnati Children’s Hospital Medical Center Innovation Fund, which is affiliated with CHMC. The Company has an exclusive license agreement with CHMC as disclosed in Note 5. This director resigned from the Board upon the close of the IPO.

Income Taxes

Income Taxes	3 Months Ended
	Mar. 31, 2023
Income Tax Disclosure [Abstract]
Income Taxes	Note 9 — Income Taxes No provision for federal, state or foreign income taxes has been recorded for the three months ended March 31, 2023 and 2022. The Company has incurred net operating losses for all of the periods presented and has not reflected any benefit of such net operating loss carryforwards in the accompanying condensed financial statements due to uncertainty around utilizing these tax attributes within their respective carryforward periods. The Company has recorded a full valuation allowance against all of its deferred tax assets as it is not more likely than not that such assets will be realized in the near future. The Company’s policy is to recognize interest expense and penalties related to income tax matters as income tax expense. For the three months ended March 31, 2023 and 2022, the Company has not recognized any interest or penalties related to income taxes.

Net Loss Per Share

Net Loss Per Share	3 Months Ended
	Mar. 31, 2023
Net Loss Per Share [Abstract]
Net Loss Per Share	Note 10 — Net Loss Per Share Basic loss per share is computed by dividing the net income or loss applicable to common shares by the weighted average number of common shares outstanding during the period, including pre-funded warrants because their exercise requires only nominal consideration for delivery of shares. Diluted earnings per share is computed using the weighted average number of common shares and, if dilutive, potential common shares outstanding during the period. Potential common shares consist of the Company’s warrants and options. Diluted loss per share excludes stock options and warrants from the calculation of net loss per share if their effect would be anti-dilutive. The two-class method is used to determine earnings per share based on participation rights of participating securities in any undistributed earnings. Each preferred stock that includes rights to participate in distributed earnings is considered a participating security and the Company uses the two-class method to calculate net income available to the Company’s common stockholders per common share — basic and diluted. The following securities were excluded from the computation of diluted shares outstanding due to the losses incurred in the periods presented, as they would have had an anti-dilutive impact on the Company’s net loss: Three Months Ended 2023 2022 Options to purchase shares of common stock 1,469,102 780,640 Warrants 5,264,274 111,111 Total 6,733,376 891,751

Subsequent Events

Subsequent Events	3 Months Ended
	Mar. 31, 2023
Subsequent Events [Abstract]
Subsequent Events	Note 11 — Subsequent Events On April 19, 2023, the Company entered into an Asset Purchase Agreement (the "APA") with Veru Inc. (the "Seller"). Pursuant to, and subject to the terms and conditions of, the APA, the Company purchased substantially all of the assets related to the Seller’s ENTADFI ENTADFI In accordance with the APA, the Company agreed to provide the Seller with initial consideration totaling $20 million, consisting of (i) $6.0 million paid upon the closing of the Transaction on April 19, 2023, (ii) an additional $4.0 million in the form of a non-interest bearing note payable due on September 30, 2023, and (iii) an additional $10.0 million in the form of two $5.0 million non-interest bearing notes payable, each due on April 19, 2024 and September 30, 2024. Additionally, the terms of the APA require the Company to pay the Seller up to an additional $80.0 million based on the Company’s net sales of ENTADFI® after closing (the "Milestone Payments"). The Milestone Payments are payable as follows: (i) $10.0 million is payable upon the first time the Company achieves net sales from ENTADFI® of $100.0 million during a calendar year, (ii) $20.0 million is payable upon the first time the Company achieves net sales from ENTADFI® of $200.0 million during a calendar year, and (3) $50.0 million is payable upon the first time the Company achieves net sales from ENTADFI® of $500.0 million during a calendar year. No more than one Milestone Payment shall be made for the achievement of each net sales milestone. In connection with the Transaction, the Company also assumed royalty and milestone obligations under an asset purchase agreement for tadalafil-finasteride combination entered into by the Seller and Camargo Pharmaceutical Services, LLC on December 11, 2017 (the “Camargo Obligations”). The Camargo Obligations assumed by the Company include a 6% royalty on all sales of tadalafil-finasteride and sales milestone payments of up to $22.5 million. Also in connection with the Transaction, and pursuant to the APA, the Company entered into non-competition and non-solicitation agreements (the “Non-Competition Agreements”) with two of the Seller’s key stockholders and employees (the “Restricted Parties”). The Non-Competition Agreements generally prohibit the Restricted Parties from either directly or indirectly engaging in the Restricted Business (as such term is defined in the APA) for a period of five years from the closing of the Transaction. The allocation of the purchase price to the underlying assets acquired and liabilities assumed is subject to a formal valuation process. Due to the limited time since the closing of the acquisition, the valuation efforts and related acquisition accounting are incomplete at the time of filing of these condensed financial statements. As a result, the Company is unable to provide amounts recognized as of the acquisition date for major classes of assets and liabilities acquired. The purchase price allocation, and other disclosures required in accordance with authoritative guidance, will be included in the quarterly report on Form 10-Q for the quarter ended June 30, 2023. On April 21, 2023, the Company filed an amendment to its A&R COI with the Secretary of State of Delaware to change its corporate name from “Blue Water Vaccines Inc.” to “Blue Water Biotech, Inc.”. The name change was effective as of April 21, 2023. In connection with the name change, the Company amended the Company’s bylaws to reflect the corporate name Blue Water Biotech, Inc., also effective on April 21, 2023. No other changes were made to the bylaws. On May 9, 2023, the Company’s compensation committee approved the issuance of restricted stock, granted under the Company’s 2022 Plan to the Company’s executive officers, employees, and certain of the Company’s consultants. The restricted shares granted totaled 487,500, of which 150,000, 75,000, and 150,000 were granted to the Company’s CEO, Chief Financial Officer, and CBO, respectively. All of the restricted shares granted vest as follows: 50% on August 17, 2023, 25% on August 17, 2024, and 25% on August 18, 2025.

Accounting Policies, by Policy

Accounting Policies, by Policy (Policies)	3 Months Ended
	Mar. 31, 2023
Accounting Policies [Abstract]
Restricted Cash	Restricted Cash Restricted cash maintained under agreements that legally restrict the use of such funds is not included with cash and is reported as a separate line item on the condensed balance sheet. Restricted cash as of March 31, 2023, primarily consists of earnest money deposited in a financial institution for a potential asset acquisition. Subsequent to March 31, 2023, the funds were released from escrow to the Company and reclassified from restricted cash to cash. A reconciliation of the Company’s cash and restricted cash in the condensed balance sheet to cash and restricted cash in the condensed statement of cash flows as of March 31, 2023 and is as follows: As of As of Cash $ 20,255,803 $ 25,752,659 Restricted cash 1,000,000 — Cash and restricted cash $ 21,255,803 $ 25,752,659
New Accounting Pronouncements	New Accounting Pronouncement The Company’s management does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying condensed financial statements.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Tables)	3 Months Ended
	Mar. 31, 2023
Accounting Policies [Abstract]
Schedule of cash and restricted cash in the condensed balance sheet	As of As of Cash $ 20,255,803 $ 25,752,659 Restricted cash 1,000,000 — Cash and restricted cash $ 21,255,803 $ 25,752,659

Balance Sheet Details (Tables)

Balance Sheet Details (Tables)	3 Months Ended
	Mar. 31, 2023
Balance Sheet Related Disclosures [Abstract]
Schedule of prepaid expenses other current assets	As of As of Prepaid research and development $ 208,583 $ 231,981 Prepaid insurance 484,788 148,789 Prepaid other 86,802 88,462 Total $ 780,173 $ 469,232
Schedule of accrued expenses	As of As of Accrued license fees $ — $ 15,000 Accrued research and development 549,762 847,747 Accrued deferred offering costs 246,316 125,000 Accrued compensation 324,051 1,132,859 Accrued franchise taxes 26,200 177,600 Accrued director fees 109,375 38,750 Accrued other 37,247 72,172 Total $ 1,292,951 $ 2,409,128

Stockholders_ Equity (Tables)

Stockholders’ Equity (Tables)	3 Months Ended
	Mar. 31, 2023
Stockholders' Equity Note [Abstract]
Schedule of stock options activity	Weighted Average Weighted Remaining Average Contractual Number of Exercise Life Shares Price (in years) Outstanding as of December 31, 2022 5,910,914 $ 2.37 4.7 Granted — — Exercised (646,640 ) 0.001 Cancelled — — Outstanding as of March 31, 2023 5,264,274 2.66 4.4 Warrants vested and exercisable as of March 31, 2023 5,264,274 $ 2.66 4.4 Weighted Average Weighted Remaining Average Total Contractual Number of Exercise Intrinsic Life Shares Price Value (in years) Outstanding as of December 31, 2022 1,392,654 $ 3.30 $ 670,161 8.2 Granted 102,386 1.19 — — Forfeited / cancelled (25,938 ) 2.65 — — Exercised — — — — Outstanding as of March 31, 2023 1,469,102 3.17 $ 635,147 8.1 Options vested and exercisable as of March 31, 2023 1,024,322 $ 2.87 $ 557,559 7.7
Schedule of fair value of options granted	For the 2023 Exercise price $ 1.05 – 1.29 Term (years) 5.00 – 10.00 Expected stock price volatility 113.1% – 119.5 % Risk-free rate of interest 3.5% – 3.6 %
Schedule of stock-based compensation expense	For the Three Months Ended March 31, 2023 2022 General and administrative $ 99,207 $ 6,417 Research and development 86,371 12,915 Total $ 185,578 $ 19,332

Net Loss Per Share (Tables)

Net Loss Per Share (Tables)	3 Months Ended
	Mar. 31, 2023
Net Loss Per Share [Abstract]
Schedule of diluted shares outstanding	Three Months Ended 2023 2022 Options to purchase shares of common stock 1,469,102 780,640 Warrants 5,264,274 111,111 Total 6,733,376 891,751

Organization and Basis of Pre_2

Organization and Basis of Presentation (Details) - $ / shares	3 Months Ended
	Mar. 31, 2023	Feb. 23, 2022
Accounting Policies [Abstract]
Initial public offering		2,222,222
Initial public offering price per share		$ 0.00001
Public of per share		$ 9
Initial public offering, description	Proceeds from the IPO, net of underwriting discounts, commissions, and offering costs of $2.9 million, were $17.1 million.
Convertible preferred stock shares	5,626,365

Going Concern and Management__2

Going Concern and Management’s Plans (Details) - USD ($) $ in Millions	1 Months Ended	3 Months Ended
	Apr. 30, 2023	Mar. 31, 2023	Sep. 30, 2024
Liquidity and Financial Condition [Abstract]
Net proceeds		$ 33.1
Company cash		20.3
Working capital		19.7
Accumulated deficit		$ 22.2
Initial consideration	$ 20
Amount paid	6
Due amount	$ 9		$ 5

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Details) - Schedule of cash and restricted cash in the condensed balance sheet - USD ($)	Mar. 31, 2023	Dec. 31, 2022
Schedule Of Cash And Restricted Cash In The Condensed Balance Sheet Abstract
Cash	$ 20,255,803	$ 25,752,659
Restricted cash	1,000,000
Cash and restricted cash	$ 21,255,803	$ 25,752,659

Balance Sheet Details (Details)

Balance Sheet Details (Details) - Schedule of prepaid expenses other current assets - USD ($)	Mar. 31, 2023	Dec. 31, 2022
Schedule of Prepaid Expenses [Abstract]
Prepaid research and development	$ 208,583	$ 231,981
Prepaid insurance	484,788	148,789
Prepaid other	86,802	88,462
Total	$ 780,173	$ 469,232

Balance Sheet Details (Detail_2

Balance Sheet Details (Details) - Schedule of accrued expenses - USD ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2023	Dec. 31, 2022
Schedule of Accrued Expenses [Abstract]
Accrued license fees		$ 15,000
Accrued research and development	549,762	847,747
Accrued deferred offering costs	246,316	125,000
Accrued compensation	324,051	1,132,859
Accrued franchise taxes	26,200	177,600
Accrued director fees	109,375	38,750
Accrued other	37,247	72,172
Total	$ 1,292,951	$ 2,409,128

Significant Agreements (Details

Significant Agreements (Details) - USD ($)	1 Months Ended		3 Months Ended
	May 21, 2021	Oct. 18, 2019	Mar. 31, 2023	Mar. 31, 2022	Jan. 09, 2020
Minimum [Member]
Significant Agreements (Details) [Line Items]
Other party payments			$ 2.1
Royalties percentage			2%
Maximum [Member]
Significant Agreements (Details) [Line Items]
Other party payments			$ 4.75
Royalties percentage			4%
Research and Development Expense [Member]
Significant Agreements (Details) [Line Items]
Research and development expenses			$ 335,000
Accounts payable			734,000
Accrued expenses			$ 271,000	$ 217,000
Oxford University Innovation Limited [Member]
Significant Agreements (Details) [Line Items]
OUI agreement expiration			10 years
Cincinnati Children’s Hospital Medical Center [Member]
Significant Agreements (Details) [Line Items]
Commercial sale term			10 years
Ology Bioservices, Inc. [Member]
Significant Agreements (Details) [Line Items]
Aggregate agreement amount initial agreement		$ 4,000,000
Payment for service					$ 100,000
Aggregate amount	$ 2,800,000
Cost plus, percentage	15%
Second project addendum, description			The amendments resulted in a net increase to the Company’s obligations under the second Project Addendum of $154,000. On March 27, 2023, the second Project Addendum to the Ology MSA was further amended to increase the scope of the project, resulting in an increase to the Company’s obligations of $180,000 under the Ology MSA.
Research and development expenses			$ 8,000
University of Texas Health Science Center at San Antonio [Member]
Significant Agreements (Details) [Line Items]
License fee, description			An initial non-refundable license fee of $100,000 was due upon execution of the agreement and subsequent annual license fees are due as follows: $20,000 per year for each of the four years ending on December 31, 2026; $40,000 per year for each of the two years ending on December 31, 2028, and $60,000 per year for the year ending December 31, 2029 and each year thereafter until expiration or termination of the UT Health agreement.

Stockholders_ Equity (Details)

Stockholders’ Equity (Details) - USD ($)			1 Months Ended					3 Months Ended		12 Months Ended
	Nov. 10, 2022	Aug. 11, 2022	Mar. 29, 2023	Aug. 31, 2022	Apr. 19, 2022	Feb. 23, 2022	Feb. 17, 2022	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022	Nov. 18, 2022	May 24, 2022	Jul. 01, 2019
Stockholders’ Equity (Details) [Line Items]
Common stock, shares authorized						250,000,000		250,000,000		250,000,000
Preferred stock, shares authorized						10,000,000		10,000,000		10,000,000
Preferred stock, par value (in Dollars per share)						$ 0.00001		$ 0.00001		$ 0.00001
Common stock, shares issued								16,371,597		15,724,957
Common stock, shares outstanding								15,879,230		15,265,228
Aggregate shares							2,222,222
Common stock price per share (in Dollars per share)							$ 9
Underwriting discount percentage						8%
Net proceeds (in Dollars)						$ 17,100,000
Shares of common stock	5,000,000
Maximum price per (in Dollars per share)	$ 1										$ 2
Repurchased shares								32,638
Common stock price per share (in Dollars per share)								$ 1.03
Approximately amount (in Dollars)								$ 33,500
Remaining shares								4,500,000
Reserved shares of common stock						1,600,000
Aggregate shares of common stock				1,180,812
Agent fees and other offering expenses (in Dollars)					$ 6,900,000
Warrants exercise price (in Dollars per share)												$ 0.001
Exercise price (in Dollars per share)					$ 6.65
Agent fee percentage								7.50%
Management fee percentage								1%
Out of pocket expenses (in Dollars)								$ 85,000
Purchase of common stock								220,997
Percentage of purchase warrants								6%
Exercise price, per share (in Dollars per share)				$ 2.546				$ 8.46875
Warrants issuable shares					70,849			70,849
Net cash proceeds (in Dollars)								$ 15,500	$ 5,000
Percentage of common stock shares								6%
Contingent warrants issuable								298,346
Contingent warrants exchanged								70,849
Description of contingent warrant liability								The remaining 227,497 August Contingent Warrants were measured as a liability upon the close of the August Private Placement.
Restricted shares of common stock			3,900,000
Commission fixed rate, percentage			3%
Contingent warrants (in Dollars)								$ 12,000		$ 14,000
Common stock reserved for issuance				2,600,000
Issuance options								965,446
Weighted average grant date fair value (in Dollars per share)								$ 1.08
Aggregate fair value of stock options vested (in Dollars)								$ 272,000
Stock-based compensation expense (in Dollars)								$ 659,000
Weighted-average period term								1 year 10 months 24 days
Private Placement Warrants [Member]
Stockholders’ Equity (Details) [Line Items]
Common stock, shares issued										1,686,640
Reserved shares of common stock					590,406
Warrants exercise price (in Dollars per share)								$ 1.07
Preferred stock, shares issued		1,350,000
Net cash proceeds (in Dollars)		$ 8,700,000
Warrants exercisable										646,640
Exercise price (in Dollars)								$ 3.3938
Exchanged preferred investment options								1,289,148
Exercisable shares of common stock								5,264,274
Contingent Warrants [Member]
Stockholders’ Equity (Details) [Line Items]
Contingent warrants								70,849
August Private Placement Warrant [Member]
Stockholders’ Equity (Details) [Line Items]
Warrants exercisable								5,193,425
Pre-Funded Warrants [Member]
Stockholders’ Equity (Details) [Line Items]
Aggregate shares of common stock		2,333,280			590,406
Purchase price per share (in Dollars per share)					$ 6.774
Warrants exercise price (in Dollars per share)				$ 0.001
April Private Placement Warrants [Member]
Stockholders’ Equity (Details) [Line Items]
Warrants exercisable								70,849
2019 Equity Incentive Plan [Member]
Stockholders’ Equity (Details) [Line Items]
Reserved shares of common stock													1,400,000
Preferred Investment Options [Member]
Stockholders’ Equity (Details) [Line Items]
Aggregate shares of common stock		4,972,428			1,180,812
Purchase price per share (in Dollars per share)		$ 2.715			$ 6.775
Preferred investment options exercise price (in Dollars per share)								$ 8.46875
Exercise price (in Dollars)								$ 3.3938
Preferred Investment Options [Member] | Private Placement Warrants [Member]
Stockholders’ Equity (Details) [Line Items]
Aggregate shares of common stock								1,180,812
Purchase price per share (in Dollars per share)		$ 2.714
Warrants exercisable										1,686,640
H.C. Wainwright & Co., LLC [Member]
Stockholders’ Equity (Details) [Line Items]
Agent fee percentage								7.50%
Management fee percentage								1%
Out of pocket expenses (in Dollars)								$ 85,000
Purchase of common stock								70,849

Stockholders_ Equity (Details)

Stockholders’ Equity (Details) - Schedule of stock options activity	3 Months Ended
	Mar. 31, 2023 USD ($) $ / shares shares
Stock Options [Member]
Stockholders’ Equity (Details) - Schedule of stock options activity [Line Items]
Number of Shares, Outstanding at beginning | shares	1,392,654
Weighted Average Exercise Price, Outstanding at beginning | $ / shares	$ 3.3
Weighted Average Remaining Contractual Life (in years), Outstanding at beginning	8 years 2 months 12 days
Total Intrinsic Value, Outstanding at beginning | $	$ 670,161
Number of Shares, Granted | shares	102,386
Weighted Average Exercise Price, Granted | $ / shares	$ 1.19
Weighted Average Remaining Contractual Life (in years), Granted
Total Intrinsic Value, Granted | $
Number of Shares, Exercised | shares
Weighted Average Exercise Price, Exercised | $ / shares
Weighted Average Remaining Contractual Life (in years), Exercised
Total Intrinsic Value, Exercised | $
Number of Shares, Forfeited / cancelled | shares	(25,938)
Weighted Average Exercise Price, Forfeited / cancelled | $ / shares	$ 2.65
Weighted Average Remaining Contractual Life (in years), Forfeited / cancelled
Total Intrinsic Value, Forfeited / cancelled | $
Number of Shares, Outstanding at ending | shares	1,469,102
Weighted Average Exercise Price, Outstanding at ending | $ / shares	$ 3.17
Weighted Average Remaining Contractual Life (in years), Outstanding at ending	8 years 1 month 6 days
Total Intrinsic Value, Outstanding at ending | $	$ 635,147
Number of Shares, Options vested and exercisable | shares	1,024,322
Weighted Average Exercise Price, Options vested and exercisable | $ / shares	$ 2.87
Weighted Average Remaining Contractual Life (in years), Options vested and exercisable	7 years 8 months 12 days
Total Intrinsic Value, Options vested and exercisable | $	$ 557,559
Warrants [Member]
Stockholders’ Equity (Details) - Schedule of stock options activity [Line Items]
Number of Shares, Outstanding at beginning | shares	5,910,914
Weighted Average Exercise Price, Outstanding at beginning | $ / shares	$ 2.37
Weighted Average Remaining Contractual Life (in years), Outstanding at beginning	4 years 8 months 12 days
Number of Shares, Granted | shares
Weighted Average Exercise Price, Granted | $ / shares
Number of Shares, Exercised | shares	(646,640)
Weighted Average Exercise Price, Exercised | $ / shares	$ 0.001
Number of Shares, Forfeited / cancelled | shares
Weighted Average Exercise Price, Forfeited / cancelled | $ / shares
Number of Shares, Outstanding at ending | shares	5,264,274
Weighted Average Exercise Price, Outstanding at ending | $ / shares	$ 2.66
Weighted Average Remaining Contractual Life (in years), Outstanding at ending	4 years 4 months 24 days
Number of Shares, Warrants vested and exercisable | shares	5,264,274
Weighted Average Exercise Price, Warrants vested and exercisable | $ / shares	$ 2.66
Weighted Average Remaining Contractual Life (in years), Warrants vested and exercisable	4 years 4 months 24 days

Stockholders_ Equity (Details_2

Stockholders’ Equity (Details) - Schedule of fair value of options granted	3 Months Ended
	Mar. 31, 2023 $ / shares
Stockholders’ Equity (Details) - Schedule of fair value of options granted [Line Items]
Exercise price (in Dollars per share)	$ 1.05
Term (years)	5 years
Expected stock price volatility	113.10%
Risk-free rate of interest	3.50%
Maximum [Member]
Stockholders’ Equity (Details) - Schedule of fair value of options granted [Line Items]
Exercise price (in Dollars per share)	$ 1.29
Term (years)	10 years
Expected stock price volatility	119.50%
Risk-free rate of interest	3.60%

Stockholders_ Equity (Details_3

Stockholders’ Equity (Details) - Schedule of stock-based compensation expense - Stock Options [Member] - USD ($)	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation expenses	$ 185,578	$ 19,332
General and administrative [Member]
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation expenses	99,207	6,417
Research and development [Member]
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation expenses	$ 86,371	$ 12,915

Commitments and Contingencies (

Commitments and Contingencies (Details) - USD ($)		3 Months Ended
	May 01, 2022	Mar. 31, 2023
Commitments and Contingencies Disclosure [Abstract]
Short-term lease	$ 14,000
Lease term		Apr. 30, 2023
Rent expense		$ 48,000
Lease expense		$ 4,000
Percentage of subscription		2%
Aggregate royalties amount		$ 115,100,000

Related Party Transactions (Det

Related Party Transactions (Details) - USD ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2023	Dec. 31, 2022
Related Party Transactions (Details) [Line Items]
Fees under consulting agreement	$ 63,000
Receivable from related party	$ 70,000	$ 36,000
CBO [Member]
Related Party Transactions (Details) [Line Items]
Related party transactions amounts		100,000
CEO [Member]
Related Party Transactions (Details) [Line Items]
Related party transactions amounts		$ 140,000

Net Loss Per Share (Details) -

Net Loss Per Share (Details) - Schedule of diluted shares outstanding - shares	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Schedule of Diluted Shares Outstanding [Abstract]
Options to purchase shares of common stock	1,469,102	780,640
Warrants	5,264,274	111,111
Total	6,733,376	891,751

Subsequent Events (Details)

Subsequent Events (Details) - USD ($) $ in Millions						3 Months Ended
	Sep. 24, 2024	Apr. 19, 2024	Sep. 30, 2023	May 09, 2023	Apr. 19, 2023	Mar. 31, 2023	Aug. 18, 2025	Aug. 17, 2024	Aug. 17, 2023
Subsequent Events (Details) [Line Items]
Seller initial consideration						$ 20
Sales, description						the Company to pay the Seller up to an additional $80.0 million based on the Company’s net sales of ENTADFI® after closing (the "Milestone Payments"). The Milestone Payments are payable as follows: (i) $10.0 million is payable upon the first time the Company achieves net sales from ENTADFI® of $100.0 million during a calendar year, (ii) $20.0 million is payable upon the first time the Company achieves net sales from ENTADFI® of $200.0 million during a calendar year, and (3) $50.0 million is payable upon the first time the Company achieves net sales from ENTADFI® of $500.0 million during a calendar year. No more than one Milestone Payment shall be made for the achievement of each net sales milestone
Royalty rate percentage						6%
Sales milestone payments						$ 22.5
Agreement term						5 years
Restricted shares (in Shares)				487,500
Subsequent Event [Member]
Subsequent Events (Details) [Line Items]
Consideration amount					$ 100
Transaction cost paid					$ 6
Non interest bearing note payable			$ 4
Forecast [Member]
Subsequent Events (Details) [Line Items]
Non interest bearing note payable	$ 5	$ 10
Restricted percentage							25%	25%	50%
Chief Executive Officer [Member] | Subsequent Event [Member]
Subsequent Events (Details) [Line Items]
Restricted shares (in Shares)				150,000
Chief Financial Officer [Member] | Subsequent Event [Member]
Subsequent Events (Details) [Line Items]
Restricted shares (in Shares)				75,000
Board of Directors Chairman [Member] | Subsequent Event [Member]
Subsequent Events (Details) [Line Items]
Restricted shares (in Shares)				150,000