Onconetix (ONCO) S-1/A 26 Apr 24 IPO registration (amended) Financial data

Document And Entity Information

Document And Entity Information	12 Months Ended
	Dec. 31, 2023
Document Information Line Items
Entity Registrant Name	Onconetix, Inc.
Document Type	S-1/A
Amendment Flag	true
Amendment Description	Pursuant to Rule 429 under the Securities Act of 1933, as amended (the “Securities Act”), the prospectus included in this Registration Statement on Form S-1 (this “Registration Statement”) is a combined prospectus relating to the following shares of common stock of Onconetix, Inc. (the “Registrant”) being registered on this Registration Statement and previously registered on the Registrant’s Registration Statement on Form S-3 (File No. 333-267142), as amended (the “Prior Registration Statement”):•        The offer and resale of 4,972,428 shares of Common Stock (the “Inducement PIO Shares”) issuable upon exercise of common stock preferred investment options (the “Inducement PIOs”) issued to Armistice Capital Master Fund Ltd. (“Armistice”) in a warrant inducement transaction (the “Warrant Inducement”), which closed on August 2, 2023.•        The offer and resale of 149,173 Inducement PIO Shares issuable upon exercise of Inducement PIOs issued to H.C. Wainwright & Co., LLC, the Company’s placement agent for the Warrant Inducement, or its designees on August 2, 2023 in the Warrant Inducement (the “Placement Agent Inducement PIOs”).•        The offer and resale of 2,486,214 shares of Common Stock issuable upon exercise of common stock preferred investment options (the “Sabby PIOs”, and together with the Inducement PIOs and the Placement Agent Inducement PIOs, the “PIOs”) issued to Sabby in a private placement, which were registered on a registration statement on Form S-1 (File No. 333-267142) on September 19, 2022 that was declared effective by the SEC, as amended by the Prior Registration Statement (the “Initial Registration Statement”)•        The offer and resale of 220,997 shares of Common Stock (“August 2022 Wainwright Warrant Shares”) issuable upon exercise of the warrants (the “August 2022 Wainwright Warrants”) issued to H.C. Wainwright & Co., LLC, or its designees, in a private placement, which were registered on the Initial Registration Statement.This Registration Statement also constitutes Post-Effective Amendment No. 2 to the Prior Registration Statement, and such Post-Effective Amendment No. 1 to the Initial Registration Statement shall hereafter become effective concurrently with the effectiveness of this Registration Statement in accordance with Section 8(c) of the Securities Act.
Entity Central Index Key	0001782107
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Incorporation, State or Country Code	DE

Consolidated Balance Sheets

Consolidated Balance Sheets - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Current assets
Cash	$ 4,554,335	$ 25,752,659
Accounts receivable, net	149,731
Inventories	364,052
Prepaid expenses and other current assets	770,153	469,232
Total current assets	5,838,271	26,257,741
Prepaid expenses, long-term	17,423	38,617
Property and equipment, net	60,654	14,089
Deferred offering costs	366,113
Operating right of use asset	148,542
Intangible assets, net	25,410,887
Goodwill	55,676,142
Total assets	87,518,032	26,310,447
Current liabilities
Accounts payable	5,295,114	1,499,296
Accrued expenses	2,199,867	2,409,128
Notes payable, net of debt discount of $381,627	9,618,373
Operating lease liability, current	74,252
Contingent warrant liability	2,641	14,021
Total current liabilities	17,190,247	3,922,445
Note payable	118,857
Subscription agreement liability	864,000
Pension benefit obligation	556,296
Operating lease liability, net of current portion	74,290
Deferred tax liability, net	3,073,781
Total liabilities	21,877,471	3,922,445
Commitments and Contingencies (see Note 10)
Series B Convertible Redeemable Preferred stock, $0.00001 par value, 2,700,000 and 0 shares authorized at December 31, 2023 and 2022, respectively; 2,696,729 and 0 shares issued and outstanding at December 31, 2023 and 2022, respectively	64,236,085
Stockholders’ equity (deficit)
Series A Convertible Preferred stock, $0.00001 par value, 10,000 and 0 shares authorized at December 31, 2023 and 2022, respectively; 3,000 and 0 shares issued and outstanding at December 31, 2023 and 2022, respectively; Liquidation preference of $3,000,000 and $0 at December 31, 2023 and 2022, respectively.
Common stock, $0.00001 par value, 250,000,000 shares authorized at December 31, 2023 and 2022; 22,841,975 and 15,724,957 shares issued at December 31, 2023 and 2022, respectively; 22,324,576 and 15,265,228 shares outstanding at December 31, 2023 and 2022, respectively	228	157
Additional paid-in-capital	49,428,809	42,331,155
Treasury stock, at cost; 517,399 and 459,729 shares of common stock at December 31, 2023 and 2022, respectively	(625,791)	(566,810)
Accumulated deficit	(56,786,194)	(19,376,500)
Accumulated other comprehensive income	2,380,920
Total Onconetix stockholders’ equity (deficit)	(5,602,028)	22,388,002
Non-controlling interest	7,006,504
Total stockholders’ equity	1,404,476	22,388,002
Total liabilities, convertible redeemable preferred stock, and stockholders’ equity (deficit)	87,518,032	26,310,447
Related Party
Current assets
Receivable from related parties, net		$ 35,850

Consolidated Balance Sheets (Pa

Consolidated Balance Sheets (Parentheticals) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Notes payable, net of debt discount (in Dollars)	$ 381,627	$ 381,627
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	22,841,975	15,724,957
Common stock, shares outstanding	22,324,576	15,265,228
Treasury stock, shares of common stock	517,399	459,729
Series B Convertible Redeemable Preferred stock
Convertible redeemable preferred stock, par value (in Dollars per share)	$ 0.00001	$ 0.00001
Convertible redeemable preferred stock, shares authorized	2,700,000	0
Convertible redeemable preferred stock, shares issued	2,696,729	0
Convertible redeemable preferred stock, shares outstanding	2,696,729	0
Series A Convertible Preferred Stock
Preferred stock, par value (in Dollars per share)	$ 0.00001	$ 0.00001
Preferred stock, shares authorized	10,000	0
Preferred stock, shares issued	3,000	0
Preferred stock shares outstanding	3,000	0
Preferred stock, liquidation preference (in Dollars)	$ 3,000,000	$ 0

Consolidated Statements of Oper

Consolidated Statements of Operations and Comprehensive Loss - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Income Statement [Abstract]
Revenue	$ 58,465
Cost of revenue	1,185,630
Gross loss	(1,127,165)
Operating expenses
Selling, general and administrative	14,770,678	9,351,552
Research and development	1,949,406	4,129,688
Impairment of ENTADFI assets	14,687,346
Impairment of deposit on asset purchase agreement	3,500,000
Total operating expenses	34,907,430	13,481,240
Loss from operations	(36,034,595)	(13,481,240)
Other income (expense)
Loss on extinguishment of note payable	(490,000)
Interest expense	(671,625)
Change in fair value of subscription agreement liability	(134,100)
Change in fair value of contingent warrant liability	(91,967)	61,410
Total other income (expense)	(1,387,692)	61,410
Loss before income taxes	(37,422,287)	(13,419,830)
Income tax benefit	12,593
Net loss	(37,409,694)	(13,419,830)
Cumulative preferred stock dividends		96,359
Net loss attributable to common stockholders	$ (37,409,694)	$ (13,516,189)
Net loss per share attributable to common stockholders, basic (in Dollars per share)	$ (2.19)	$ (1.1)
Weighted average number of common shares outstanding, basic (in Shares)	17,111,374	12,271,449
Other comprehensive loss
Net loss	$ (37,409,694)	$ (13,419,830)
Foreign currency translation	2,374,957
Change in pension benefit obligation	5,963
Total comprehensive loss attributable to common stockholders	$ (35,028,774)	$ (13,419,830)

Consolidated Statements of Op_2

Consolidated Statements of Operations and Comprehensive Loss (Parentheticals) - $ / shares	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Income Statement [Abstract]
Net loss per share attributable to common stockholders, diluted	$ (2.19)	$ (1.10)
Weighted average number of common shares outstanding, diluted	17,111,374	12,271,449

Consolidated Statements of Conv

Consolidated Statements of Convertible Redeemable Preferred Stock and Stockholders’ Equity (Deficit) - USD ($)	Series B Preferred Stock	Series Seed Preferred Stock	Series A Preferred Stock	Common Stock	Additional Paid-in Capital	Treasury Stock	Accumulated Deficit	Other Comprehensive Income	Total Onconetix Equity (Deficit)	Non-controlling Interest	Total
Balance at Dec. 31, 2021		$ 11		$ 32	$ 7,403,204		$ (5,956,670)		$ 1,446,577		$ 1,446,577
Balance (in Shares) at Dec. 31, 2021		1,146,138		3,200,000
Foreign currency translation adjustment
Issuance of common stock in initial public offering, net of $2.9 million of offering costs				$ 22	17,138,818				17,138,840		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
Issuance of common stock and warrants in April private placement, net of $1.1 million of offering costs				$ 6	6,858,322				6,858,328		6,858,328
Issuance of common stock and warrants in April private placement, net of $1.1 million of offering costs (in Shares)				590,406
Issuance of common stock and warrants in August private placement, net of $2.2 million of offering costs				$ 14	8,689,302				8,689,316		8,689,316
Issuance of common stock and warrants in August private placement, net of $2.2 million of offering costs (in Shares)				1,350,000
Exercise of stock options				$ 2	1,653				1,655		1,655
Exercise of stock options (in Shares)				165,452
Exercise of pre-funded warrants				$ 22	1,414				1,436		1,436
Exercise of pre-funded warrants (in Shares)				2,277,046
Issuance of restricted stock				$ 3	263,921				263,924		263,924
Issuance of restricted stock (in Shares)				293,466
Stock-based compensation					1,974,566				1,974,566		1,974,566
Stock-based compensation (in Shares)
Purchase of treasury shares						$ (566,810)			(566,810)		(566,810)
Purchase of treasury shares (in Shares)						(459,729)
Net loss							(13,419,830)		(13,419,830)		(13,419,830)
Balance at Dec. 31, 2022				$ 157	42,331,155	$ (566,810)	(19,376,500)		22,388,002		22,388,002
Balance (in Shares) at Dec. 31, 2022				15,724,957		(459,729)
Issuance of common stock from exercise of preferred investment options				$ 25	2,272,813				2,272,838		2,272,838
Issuance of common stock from exercise of preferred investment options (in Shares)				2,486,214
Issuance of warrants for settlement of contingent warrants					129,184				129,184		129,184
Issuance of warrants for settlement of contingent warrants (in Shares)
Issuance of Series A Preferred Stock					3,490,000				3,490,000		3,490,000
Issuance of Series A Preferred Stock (in Shares)			3,000
Issuance of common stock and Series B Preferred Stock in connection with PMX Transaction	$ 64,236,085			$ 37	875,447				875,484		875,484
Issuance of common stock and Series B Preferred Stock in connection with PMX Transaction (in Shares)	2,696,729			3,675,414
Assumption of stock-based compensation plan awards in connection with PMX Transaction										7,006,504	7,006,504
Assumption of stock-based compensation plan awards in connection with PMX Transaction (in Shares)
Forfeitures of restricted stock				$ (3)	3
Forfeitures of restricted stock (in Shares)				(250,110)
Foreign currency translation adjustment								2,374,957	2,374,957		2,374,957
Foreign currency translation adjustment (in Shares)
Changes in pension benefit obligation								5,963	5,963		5,963
Exercise of stock options					459				459		459
Exercise of stock options (in Shares)				45,920
Exercise of pre-funded warrants				$ 7	(7)
Exercise of pre-funded warrants (in Shares)				646,640
Issuance of restricted stock				$ 5	(5)
Issuance of restricted stock (in Shares)				512,940
Stock-based compensation					329,760				329,760		329,760
Stock-based compensation (in Shares)
Purchase of treasury shares						$ (58,981)			(58,981)		(58,981)
Purchase of treasury shares (in Shares)						(57,670)
Net loss							(37,409,694)		(37,409,694)		(37,409,694)
Balance at Dec. 31, 2023	$ 64,236,085			$ 228	$ 49,428,809	$ (625,791)	$ (56,786,194)	$ 2,380,920	$ (5,602,028)	$ 7,006,504	$ 1,404,476
Balance (in Shares) at Dec. 31, 2023	2,696,729		3,000	22,841,975		(517,399)

Consolidated Statements of Co_2

Consolidated Statements of Convertible Redeemable Preferred Stock and Stockholders’ Equity (Deficit) (Parentheticals) - Total Onconetix Equity (Deficit)	12 Months Ended
	Dec. 31, 2022 USD ($)
Issuance of common stock in initial public offering, net	$ 2.9
Issuance of common stock and warrants in April private placement, net	1.1
Issuance of common stock and warrants in August private placement, net	$ 2.2

Consolidated Statements of Cash

Consolidated Statements of Cash Flows - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Cash flows from operating activities
Net loss	$ (37,409,694)	$ (13,419,830)
Adjustments to reconcile net loss to net cash used in operating activities:
Impairment of ENTADFI assets	14,687,346
Impairment of deposit on asset purchase agreement	3,500,000
Fair value of subscription agreement liability	729,900
Amortization of debt discount	671,373
Loss on extinguishment of note payable	490,000
Stock-based compensation	329,760	1,974,566
Loss on impairment of other long-lived assets	267,019
Loss on related party receivable	265,648
Recovery of related party receivable	(159,000)
Deferred tax benefit	(12,593)
Impairment of inventory	1,152,369
Depreciation and amortization	43,937	6,752
Change in fair value of contingent warrant liability	91,967	(61,410)
Change in fair value of subscription agreement liability	134,100
Net periodic pension benefit	13,875
Issuance of restricted common stock		263,924
Changes in operating assets and liabilities:
Accounts receivable	(62,286)
Inventories	(315,828)
Prepaid expenses and other current assets	(412,601)	(234,681)
Other noncurrent assets	(16,883)	(38,617)
Accounts payable	3,372,648	1,093,913
Accrued expenses	(942,075)	1,739,849
Net cash used in operating activities	(13,581,018)	(8,675,534)
Cash flows from investing activities
Acquisition of assets, including transaction costs of $79,771	(6,079,771)
Deposit made in connection with asset purchase agreement	(3,500,000)
Cash acquired through business combination	1,056,578
Purchases of other long-lived assets	(51,744)
Net advances to related parties	(70,798)	(23,326)
Purchases of property and equipment	(3,300)	(9,339)
Net cash used in investing activities	(8,649,035)	(32,665)
Cash flows from financing activities
Purchase of treasury shares	(58,981)	(566,810)
Payment of deferred offering costs	(205,093)
Principal payment of note payable	(1,000,000)
Proceeds from exercise of preferred investment options, net	2,298,675
Proceeds from exercise of stock options	459	1,655
Proceeds from issuance of common stock in initial public offering, net of underwriting discount		18,400,000
Payments of initial public offering costs		(926,972)
Proceeds from issuance of common stock and warrants in private placements, net of placement agent discount		16,468,123
Payment of private placement issuance costs		(845,048)
Proceeds from exercise of pre-funded warrants		1,436
Net cash provided by financing activities	1,035,060	32,532,384
Effect of exchange rate changes on cash	(3,331)
Net increase (decrease) in cash	(21,198,324)	23,824,185
Cash, beginning of period	25,752,659	1,928,474
Cash, end of period	4,554,335	25,752,659
Noncash investing and financing activities:
Inventory and intangible assets acquired through issuance of notes payable	12,947,000
Effect of business combination (Note 5)	64,054,991
Settlement of note payable through issuance of Series A convertible preferred stock	3,490,000
Incremental fair value of exchanged preferred investment options	2,613,011	860,204
Deferred offering costs included in accounts payable	150,000
Recognition of contingent warrant liability	25,837	75,431
Warrants issued for settlement of contingent warrants	129,184
Deferred offering costs previously included in prepaid expenses	(11,020)
Exercise of pre-funded warrants	7	6
Issuance of restricted stock	5
Restricted stock forfeitures	(3)
Payment of accrued bonus through related party receivable		140,000
Conversion of Series Seed Preferred Stock to common stock upon initial public offering		$ 45

Consolidated Statements of Ca_2

Consolidated Statements of Cash Flows (Parentheticals) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Statement of Cash Flows [Abstract]
Acquisition of assets, including transaction costs	$ 79,771	$ 79,771

Organization and Basis of Prese

Organization and Basis of Presentation	12 Months Ended
	Dec. 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 Onconetix, Inc. (formerly known as Blue Water Biotech, Inc. and Blue Water Vaccines Inc.) (the “Company” or “Onconetix”) was formed on October 26, 2018, and is a commercial stage biotechnology company focused on the research, development, and commercialization of innovative solutions for men’s health and oncology. On December 15, 2023, Onconetix acquired 100% of the issued and outstanding voting equity interests in Proteomedix AG, a Swiss company (“Proteomedix”), and its related diagnostic product Proclarix. As a result of this transaction, Proteomedix became a wholly owned subsidiary of Onconetix (see Note 5). In April 2023, the Company acquired ENTADFI ® -approved Historically, the Company’s focus was on the research and development of transformational vaccines to prevent infectious diseases worldwide, until the third quarter of 2023, at which time the Company deprioritized its efforts on vaccine development activities to focus on commercialization activities for ENTADFI ® On April 21, 2023, the Company filed an amendment to its Amended and Restated Certificate of Incorporation 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. On December 15, 2023, the Company filed an amendment to its Amended and Restated Certificate of Incorporation with the Secretary of State of Delaware to change its corporate name from “Blue Water Biotech, Inc.” to “Onconetix, Inc.” In connection with each of the name changes, the Company also amended the Company’s bylaws to reflect the new corporate name. Basis of Presentation and Principles of Consolidation The Company’s consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and include the accounts of Onconetix and its 100% wholly owned subsidiary, Proteomedix, since the acquisition date of December 15, 2023. All significant intercompany balances and transactions have been eliminated in consolidation. Certain reclassifications have been made to prior year amounts reported in the accompanying consolidated statement of cash flows to conform to the current year presentation. These reclassifications, which resulted in a difference of approximately $23,000 between operating and investing cash flow activity, are not significant and had no impact on the previously reported financial position or results of operations of the Company. 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

Going Concern and Management_s

Going Concern and Management’s Plans	12 Months Ended
	Dec. 31, 2023
Going Concern and Management’s Plans [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, engaging in research and development activities, potential asset and business acquisitions, and expenditures associated with the commercial launch of ENTADFI ® ended December 31, 2022, the Company received an aggregate of approximately $33.1 million in net cash proceeds from its IPO and two private placements, and during the year ended December 31, 2023, the Company received net proceeds of approximately $2.3 million in connection with the exercise by an investor of preferred investment options (see Note 9). In addition, on January 23, 2024, the Company received net cash proceeds of $4.6 million in exchange for the issuance of a debenture. The debenture is repayable in full upon the earlier of (i) the closing of a subscription agreement, which was entered into in connection with the acquisition of Proteomedix, and (ii) June 30, 2024 (see Note 14). The Company has incurred substantial operating losses since inception and expects to continue to incur significant operating losses for the foreseeable future. As of December 31, 2023, the Company had cash of approximately $4.6 million, a working capital deficit of approximately $11.4 million and an accumulated deficit of approximately $56.8 million. 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 consolidated financial statements. The Company will require significant additional capital in the short -term ® ® Management’s plans for funding the Company’s operations include generating product revenue from sales of Proclarix, which may still be subject to further successful commercialization activities within certain jurisdictions, and ENTADFI, which is subject to further successful commercialization activities which we have temporarily paused as discussed above. Certain of the commercialization activities are outside of the Company’s control, including but not limited to, securing contracts with wholesalers and third -party -party ® 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 consolidated financial statements, which is not alleviated by management’s plans. The consolidated financial statements have been prepared assuming the Company will continue as a going concern. These consolidated 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	12 Months Ended
	Dec. 31, 2023
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	Note 3 — Summary of Significant Accounting Policies Use of Estimates The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting periods. The most significant estimates in the Company’s consolidated financial statements relate to accounting for acquisitions, valuation of inventory, the useful life of the amortizable intangible assets, estimates of future cash flows used to evaluate impairment of intangible assets, accrued research and development expenses, assumptions related to the pension benefit obligation, stock -based Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in financial institutions, which, at times, exceed the Federal Depository Insurance Coverage limit for those maintained in the United States and exceed the Swiss Financial Market Supervisory Authority for those maintained in Switzerland. As of December 31, 2023 and 2022, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Segment Information Operating segments are defined as components of an enterprise about which separate discrete information is available for evaluation by the chief operating decision maker (“CODM”), or decision -making ® ® The distribution of revenue by geographical area was as follows: Years Ended 2023 2022 United States $ — $ — Switzerland 58,465 — Total $ 58,465 $ — The distribution of long -lived Years Ended 2023 2022 United States $ 10,956 $ 14,089 Switzerland 198,240 — Total $ 209,196 $ 14,089 Foreign Currency Translation The financial statements of Proteomedix, the Company’s foreign subsidiary, are measured using the local currency, which is the Swiss Franc, as the functional currency. Assets and liabilities of this subsidiary are translated into U.S. dollars at exchange rates as of the consolidated balance sheet date. Equity is translated at historical exchange rates. Revenues and expenses are translated into U.S. dollars at average rates of exchange in effect during the period. The resulting cumulative translation adjustments have been recorded as a separate component of stockholders’ equity, as accumulated other comprehensive income or loss. Foreign currency transaction gains and losses are included in the results of operations, and were not significant for the years ended December 31, 2023, or 2022. Accounts receivable The Company performs periodic credit evaluations of its customers’ financial condition and extends credit to virtually all of its customers on an uncollateralized basis. Credit losses to date have been insignificant and within management’s expectations. The Company provides an allowance for doubtful accounts that is based upon a review of outstanding receivables, historical collection information, expected future losses, and existing economic conditions. As of December 31, 2023, there was no allowance for doubtful accounts. As of December 31, 2023, substantially all of the Company’s accounts receivable are due from a single customer. Inventories Inventories consist of product acquired in the ENTADFI and Proteomedix transactions. Inventories are stated at the lower of cost or net realizable value, with cost determined on a first -in -out -moving -saleable -saleable -down Property and Equipment Property and equipment consists of laboratory equipment, computers, and office furniture and fixtures, all of which are recorded at cost. Depreciation is recorded using the straight -line two ten Acquisitions The Company evaluates acquisitions to first determine whether a set of assets acquired constitutes a business and should be accounted for as a business combination. If the assets acquired are not a business, the transaction is accounted as an asset acquisition in accordance with Accounting Standards Codification (“ASC”) 805 -50 Asset Acquisitions -50 -qualifying of accounting. Under the acquisition method, assets acquired, and liabilities assumed are recorded at their respective fair values. The excess of the fair value of consideration transferred over the fair value of the net assets acquired is recorded as goodwill. Acquisition related expenses are expensed as incurred, and are included in selling, general and administrative expense in the consolidated statements of operations and comprehensive loss. Goodwill and Other Intangible Assets Goodwill represents the excess of the cost of a business combination over the fair value of the net assets acquired. Goodwill and intangible assets deemed to have indefinite lives are not amortized but are subject to impairment tests on an annual basis, and whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Goodwill is allocated to the reporting unit from which it was created. A reporting unit is an operating segment or sub -segment -likely-than-not Intangible assets with finite lives are reported at cost, less accumulated amortization, and are amortized over their estimated useful lives, starting when sales for the related product begin. Amortization is calculated using the straight -line During the ordinary course of business, the Company has entered into certain license and asset purchase agreements. Potential milestone payments for development, regulatory, and commercial milestones are recorded when the milestone is probable of achievement. Upon a milestone being achieved, the associated milestone payment is capitalized and amortized over the remaining useful life for approved products, or expensed as research and development expense for milestones relating to products whose FDA approval has not yet been obtained. Impairment of Long-Lived Assets The Company reviews long -lived -lived -lived -lived approximately $267,000 during the year ended December 31, 2023, related to implementation costs incurred under cloud computing hosting arrangements that were capitalized during the year. There were no other impairment losses on long -lived Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a three -tier • • • In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Financial instruments, including cash, inventory, accounts receivable, receivables from related party, accounts payable, accrued liabilities, operating lease liabilities, and notes payable are carried at cost, which management believes approximates fair value due to the short -term The fair value of the contingent warrant liability that became issuable upon the closing of the private placements the Company closed on during 2022, the warrant inducement the Company closed on during 2023 (see Note 9), and the subscription agreement liability that was recorded in connection with a subscription agreement (see Note 8) are valued using significant unobservable measures and other fair value inputs, and are therefore classified as Level 3 financial instruments. The fair value of financial instruments measured on a recurring basis is as follows: As of December 31, 2023 Description Total Level 1 Level 2 Level 3 Liabilities: Contingent warrant liability $ 2,641 — — $ 2,641 Subscription agreement liability $ 864,000 — — $ 864,000 Total $ 866,641 $ — $ — $ 866,641 As of December 31, 2022 Description Total Level 1 Level 2 Level 3 Liabilities: Contingent warrant liability $ 14,021 — — $ 14,021 During the year ended December 31, 2023, in connection with the acquisition of Proteomedix, the Company recorded intangible assets, which were recognized at fair value (see Note 5). None of the Company’s other non -financial -recurring The following table summarizes the activity for the subscription agreement liability, using unobservable Level 3 inputs, for the year ended December 31, 2023: Subscription Agreement Liability Balance at December 31, 2022 $ — Fair value upon issuance 729,900 Change in fair value 134,100 Balance at December 31, 2023 $ 864,000 The following table summarizes the activity for the contingent warrant liability, using unobservable Level 3 inputs, for the years ended December 31, 2023 and 2022: Contingent Warrant Liability Balance at December 31, 2021 $ — Fair value at issuance 75,431 Change in fair value (61,410 ) Balance at December 31, 2022 14,021 Fair value at issuance 25,837 Reclassification to equity (129,184 ) Change in fair value 91,967 Balance at December 31, 2023 $ 2,641 Deferred Offering Costs The Company capitalizes certain legal, professional accounting and other third -party -process -process Leases The Company accounts for leases in accordance with ASC 842, Leases Operating lease right of use assets and operating lease liabilities are recognized on the lease commencement date. Operating lease right of use assets represent the Company’s right to use an underlying asset for the estimated lease term and operating lease liabilities represent the Company’s present value of its future lease payments. In assessing its lease and determining its lease liability at lease commencement or upon modification, the Company was not able to readily determine the rate implicit for its lessee arrangements, and thus has used its incremental borrowing rate on a collateralized basis to determine the present value of the lease payments. The Company’s right of use asset is measured as the balance of the lease liability plus or minus any prepaid or accrued lease payments and any unamortized initial direct costs. The operating lease payments are recognized as lease expense on a straight -line operations and comprehensive loss. Lease payments included in the measurement of the lease liability are comprised of fixed payments. If the Company’s lease agreements include renewal option periods, the Company includes such renewal options in its calculation of the estimated lease term when it determines the options are reasonably certain to be exercised. When such renewal options are deemed to be reasonably certain, the estimated lease term determined under ASC 842 will be greater than the non -cancelable Leases with an initial term of 12 months or less are not recorded on the consolidated balance sheet and the Company recognizes lease expense for these leases on a straight -line The Company additionally evaluates leases at their inception to determine if the leases are to be accounted for as an operating lease or a finance lease. Lease expense for operating leases is recognized on a straight -line -of-use -line Defined Benefit Pension Plan Proteomedix sponsors a defined benefit pension plan (the “Swiss Plan”) covering its eligible Swiss employees. The Swiss Plan is government -mandated Collaborative Agreements The Company periodically enters into strategic alliance agreements with counterparties to produce products and/or provide services to customers. Alliances created by such agreements are not legal entities, have no employees, no assets and have no true operations. These arrangements create contractual rights and the Company accounts for these alliances as a collaborative arrangement by reporting costs incurred and reimbursements received from transactions within research and development expense within the consolidated statements of operations and comprehensive loss. Revenue Recognition During the year ended December 31, 2023, the Company recorded approximately $59,000 of revenue, which was solely generated from Proteomedix development services from the period from the acquisition date of December 15, 2023, through December 31, 2023. Proteomedix provides a range of services to life sciences customers referred to as “Development Services” including testing for biomarker discovery, assay design and development. These Development Services are performed under individual statement of work (“SOW”) arrangements with specific deliverables defined by the customer. Development Services are generally performed on a time and materials basis. During the performance and through completion of the service to the customer in accordance with the SOW, the Company has the right to bill the customer for the agreed upon price and recognizes the Development Services revenue over the period estimated to complete the SOW. The Company generally identifies each SOW as a single performance obligation. Completion of the service and satisfaction of the performance obligation under a SOW is typically evidenced by access to the data or test made available to the customer or any other form or applicable manner of delivery defined in the SOW. However, for certain SOWs under which work is performed pursuant to the customer’s highly customized specifications, the Company has the enforceable right to bill the customer for work completed, rather than upon completion of the SOW. For those SOWs, the Company recognizes revenue over a period of time during which the work is performed based on the expended efforts (inputs). As the performance obligation under the SOW is satisfied, any amounts earned as revenue and billed to the customer are included in accounts receivable. Any revenues earned but not yet billed to the customer as of the date of the consolidated financial statements are recorded as contract assets and are included in prepaids and other current assets as of the financial statement date, and these amounts as of December 31, 2023 are not significant. Amounts recorded in contract assets are reclassified to accounts receivable in our consolidated financial statements when the customer is invoiced according to the billing schedule in the contract. Accounts receivable was approximately $87,000 and $150,000 as of December 15, 2023, the date of acquisition of Proteomedix (see Note 5), and December 31, 2023, respectively. In circumstances where a SOW includes a variable consideration component, the Company estimates the amount of variable consideration that should be included in the transaction price utilizing either the expected value method or the most likely amount method, depending on which method is expected to better predict the amount of consideration to which the Company will be entitled. The value of variable consideration is included in the transaction price if, and to the extent, it is probable that a significant reversal of the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. These estimates are reassessed each reporting period, as required, and any adjustment required is recorded on a cumulative catch -up Research and Development The Company expenses the cost of research and development as incurred. Research and development expenses include costs incurred in funding research and development activities, license fees, and other external costs. Advance payments for goods and services that will be used in future research and development activities are expensed when the activity has been performed or when the goods have been received rather than when the payment is made. Upfront and milestone payments due to third parties that perform research and development services on the Company’s behalf will be expensed as services are rendered or when the milestone is achieved. When billing terms under research and development contracts do not coincide with the timing of when the work is performed, the Company is required to make estimates of outstanding obligations as of period end to those third parties. Accrual estimates are based on several factors, including the Company’s knowledge of the progress towards completion of the research and development activities, invoicing to date under the contracts, communication from the research institution or other companies of any actual costs incurred during the period that have not yet been invoiced, and the costs included in the contracts. Significant judgments and estimates may be made in determining the accrued balances at the end of any reporting period. Actual results could differ from the estimates made by the Company. The historical accrual estimates made by the Company have not been materially different from the actual costs (see Note 6). In accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 730 -10-25-1 Research and Development, Contingencies Accruals are recorded for loss contingencies when it is probable that a liability has been incurred and the amount of the related loss can be reasonably estimated. The Company evaluates, on a quarterly basis, developments in legal proceedings and other matters that could cause an increase or decrease in the amount of the liability that has been accrued previously. Considering facts known at the time of the assessment, the Company determines whether potential losses are considered reasonably possible or probable and whether they are estimable. Based upon this assessment, the Company carries out an evaluation of disclosure requirements and considers possible accruals in the consolidated financial statements. Stock-Based Compensation The Company expenses stock -based -employees -date -based -vesting -line The Company estimates the fair value of stock option grants using the Black -Scholes -based Expected Term -based -life Expected Volatility -specific Common Stock Fair Value Risk -Free Interest Rate -free Expected Dividend The Company recognizes forfeitures of equity awards as they occur. Income Taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the jurisdictions and years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rate is recognized in operations in the period that includes the enactment date. Deferred tax assets are reduced to estimated amounts expected to be realized by the use of a valuation allowance. Comprehensive Loss The Company is required to report all components of comprehensive loss, including net loss, in the accompanying consolidated financial statements in the period in which they are recognized. Comprehensive loss is defined as the change in equity during a period from transactions and other events and circumstances from non -owner Financial instruments The Company determines the accounting classification of financial instruments that are issued, including its warrants and a subscription agreement, as either liability or equity, by first assessing whether the financial instruments are freestanding financial instruments, and if they meet liability classification in accordance with ASC 480, Distinguishing Liabilities from Equity -40 Derivatives and Hedging — Contracts in Entity’s Own Equity -40 -10 -classified If the instruments do not meet liability classification under ASC 480, the Company assesses the requirements under ASC 815 -40 -40 -40 -classified -classified Preferred Stock The Company applies the guidance enumerated in ASC 480, when determining the classification and measurement of preferred stock. Preferred stock subject to mandatory redemption, if any, is classified as a liability and is measured at fair value. The Company classifies conditionally redeemable preferred stock, which includes preferred stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control, as temporary equity. At all other times, the Company classifies its preferred stock in stockholders’ equity. Treasury Stock The Company records treasury stock activities under the cost method whereby the cost of the acquired stock is recorded as treasury stock. Net Loss Per Share Basic loss per share is computed by dividing the net loss applicable to common shares by the weighted average number of common shares outstanding during the period. The weighted average number of shares of common stock outstanding includes (i) pre -funded it does not include any potentially dilutive securities or any unvested restricted stock of common stock. Certain restricted shares, although classified as issued and outstanding at December 31, 2023 are considered contingently returnable until the restrictions lapse and will not be included in the basic net loss per share calculation until the shares are vested. Unvested shares of the Company’s restricted stock do not contain non -forfeitable -dilutive The two -class -class The following securities were excluded from the computation of diluted shares outstanding for the periods presented, as they would have had an anti -dilutive Years Ended 2023 2022 Stock options 1,904,830 1,392,654 Warrants 7,899,661 5,264,274 Unvested restricted stock 256,580 — Common stock issuable upon conversion of Series A preferred stock 5,709,935 — Total 15,771,006 6,656,928 New Accounting Pronouncement s In November 2023, the FASB issued ASU No. 2023 -07 Improvements to Reportable Segment Disclosures In December 2023, the FASB issued ASU No. 2023 -09 ): Improvements to Income Tax Disclosures The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the accompanying consolidated financial statements.

Balance Sheet Details

Balance Sheet Details	12 Months Ended
	Dec. 31, 2023
Disclosure Text Block Supplement [Abstract]
Balance Sheet Details	Note 4 — Balance Sheet Details Inventories Inventories primarily relate to ENTADFI ® December 31, 2023 December 31, 2022 Raw materials $ 139,208 $ — Work-in-process 194,805 — Finished goods 30,039 — Total $ 364,052 $ — Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consisted of the following as of December 31, 2023 and 2022: December 31, 2023 December 31, 2022 Prepaid insurance $ 122,004 $ 148,789 Prepaid regulatory fees 312,551 — Prepaid research and development 89,195 231,981 Prepaid professional fees 70,708 — Prepaid other 175,695 88,462 Total $ 770,153 $ 469,232 Intangible Assets Intangible assets, which were recorded during the year ended December 31, 2023 in connection with the ENTADFI and Proteomedix acquisitions (see Note 5), is comprised of customer relationships, product rights for developed technology, and a trade name, and consisted of the following as of December 31, 2023: Cost Impairment Effect of Currency Translation Balance Cost basis: Trade name $ 9,018,000 $ — $ 294,739 $ 9,312,739 Product rights for developed technology 28,447,771 (14,610,128 ) 344,514 14,182,157 Customer relationships 1,891,000 — 61,803 1,952,803 Total $ 39,356,771 $ (14,610,128 ) $ 701,056 $ 25,447,699 Amortization Balance Accumulated amortization: Trade name $ — $ — Product rights for developed technology (31,213 ) (31,213 ) Customer relationships (5,599 ) (5,599 ) Total $ (36,812 ) $ (36,812 ) Intangible assets, net $ 25,410,887 The finite lived intangible assets held by the Company, which includes customer relationships and product rights for developed technology, are being amortized over their estimated useful lives, which is 15 years for customer relationships, and 15 and 6 years for product rights for developed technology related to Proclarix and ENTADFI, respectively. Amortization expense related to intangible assets was approximately $37,000 for the year ended December 31, 2023, of which approximately $31,000 and $6,000 was recorded as cost of revenue and selling, general, and administrative expenses, respectively, in the accompanying consolidated statements of operations and comprehensive loss. During the fourth quarter of 2023, the Company determined that there were certain triggering events that indicated that the carrying amount of the assets recorded in connection with the ENTADFI acquisition (see Note 5) may not be fully recoverable. Specifically, as a result of the Proteomedix acquisition (see Note 5) and continued significant cash constraints, the Company decided to pause the commercialization of ENTADFI until a later date, and consider strategic alternatives, which combined, decreased the cash flows expected to be generated from these assets. The Company performed an undiscounted cash flow analysis over the ENTADFI asset group and determined that the carrying value of the asset group is not recoverable. The Company then estimated the fair value of the asset group to measure the impairment loss. Significant assumptions used to determine this non -recurring -lived Future annual amortization expense related to the Company’s finite lived intangible assets is as follows as of December 31, 2023: Years ending December 31, 2024 $ 1,012,870 2025 1,326,837 2026 1,326,837 2027 1,326,837 2028 1,326,837 Thereafter 9,777,930 Total $ 16,098,148 As of December 31, 2023, the weighted -average 13.5 Trade names, which do not have legal, regulatory, contractual, competitive, economic, or other factors that limit the useful lives are considered indefinite lived assets and are not amortized but are tested for impairment on an annual basis or whenever events or changes in circumstances indicate that the carrying amount of these assets may not be recoverable. As of December 31, 2023, $9.3 million of intangible assets relate to a trade name that has been identified as having an indefinite life. Goodwill Goodwill was recorded during the year ended December 31, 2023, in connection with the Proteomedix acquisition (see Note 5), and consisted of the following as of December 31, 2023: December 31, 2023 Balance as of December 31, 2022 $ — PMX Transaction goodwill 53,914,055 Effect of currency translation 1,762,087 Balance as of December 31, 2023 $ 55,676,142 Accrued Expenses Accrued expenses consisted of the following as of December 31, 2023 and 2022: December 31, 2023 December 31, 2022 Accrued research and development $ 616,707 $ 847,747 Accrued compensation 487,579 1,132,859 Accrued deferred offering costs 125,000 125,000 Accrued professional fees 550,415 — Accrued implementation fees 93,787 — Other accrued expenses 265,849 125,922 Accrued franchise taxes 60,530 177,600 Total $ 2,199,867 $ 2,409,128

Acquisitions

Acquisitions	12 Months Ended
	Dec. 31, 2023
Acquisitions [Abstract]
Acquisitions	Note 5 — Acquisitions ENTADFI ® On April 19, 2023, the Company and Veru, Inc. (“Veru”) entered into an Asset Purchase Agreement (the “ Veru APA”). Pursuant to, and subject to the terms and conditions of, the Veru APA, the Company purchased substantially all of the assets related to Veru’s ENTADFI ® ® In accordance with the Veru APA, the Company agreed to provide Veru with initial consideration totaling $20.0 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 -interest Additionally, the terms of the Veru APA require the Company to pay Veru up to an additional $80.0 million based on the Company’s net sales of ENTADFI ® ® ® ® In connection with the Transaction, the Company also assumed royalty and milestone obligations under an asset purchase agreement for tadalafil -finasteride -finasteride to Camargo as follows: (i) $5.0 million is payable upon the first time the Company achieves net sales from ENTADFI ® ® ® On September 29, 2023, the Company entered into an amendment to the Veru APA (the “Veru APA Amendment”), which provides that the $4.0 million note payable originally due on September 30, 2023 was deemed paid and fully satisfied upon (1) the payment to the Seller of $1.0 million in cash on September 29, 2023, and (2) the issuance to the Seller by October 3, 2023 of 3,000 Also, in connection with the Transaction, and pursuant to the Veru APA, the Company entered into non -competition -solicitation -Competition -Competition five The acquisition of ENTADFI ® -50 ® ® The following table summarizes the aggregate consideration transferred for the assets acquired by the Company in connection with the Veru APA: Consideration Transferred Consideration transferred at closing $ 6,000,000 Fair value of notes payable issued 12,947,000 Transaction costs 79,771 Total consideration transferred $ 19,026,771 The fair value of the non -interest The following table summarizes the assets acquired with the Veru APA: Assets Recognized Inventory $ 1,120,000 ENTADFI ® 17,906,771 Total fair value of identifiable assets acquired $ 19,026,771 In accordance with ASC 805 -50 ® ® -in-process -in-process -in-process Management evaluated the Camargo Obligations and determined that at the close of the Transaction, the related sales milestone payments are not considered probable, and as such, the Company did not recognize any related liability at the date of the Transaction. In addition, royalties under the Camargo Obligations will be recorded as cost of sales, as the related sales are generated and recognized. WraSer: On June 13, 2023 (the “Execution Date”), the Company entered into an asset purchase agreement with WraSer, LLC, and affiliates (the “WraSer Seller”) (the “WraSer APA”). Pursuant to, and subject to the terms and conditions of, the WraSer APA, on the WraSer Closing Date (as defined below) the Company was to purchase six FDA -approved Under the terms of the WraSer APA, the Company was to purchase the WraSer Assets for (i) $3.5 million in cash at signing of the WraSer APA; (ii) $4.5 million in cash on the later of (x) 90 days after the signing of the WraSer APA or (y) the date that all closing conditions under the WraSer APA are met or otherwise waived (the “WraSer Closing Date”); (iii) 1.0 million shares of the Company’s common stock (the “Closing Shares”) issuable on the WraSer Closing Date, and (iv) $500,000 in cash one year from the WraSer Closing Date. In conjunction with the WraSer APA, the Company and the WraSer Seller entered into a Management Services Agreement (the “MSA”) on the Execution Date. Pursuant to the terms of the MSA, the Company will act as the manager of the WraSer Seller’s business during the period between the Execution Date and the WraSer Closing Date. During this period, the Company will make advances to WraSer, if needed. If, on the WraSer Closing Date, the WraSer Seller’s cash balance is in excess of the target amount (“Cash Target”) specified in the MSA, the Company will apply that excess to the $4.5 million cash payment due upon closing. Conversely, if there is a shortfall, the Company will be required to remit the difference to the WraSer Seller over time. The WraSer APA can be terminated prior to the closing upon agreement with all parties or upon breach of contract of either party, uncured within 20 days of notice. If the WraSer APA is terminated upon agreement with all parties or upon uncured breach of contract by the Company, the initial $3.5 million payment is retained by the WraSer Seller. If it is determined that there is an uncured breach of contract by the WraSer Seller, and the WraSer APA is terminated, the Company will have an unsecured claim against WraSer for the $3.5 million payment made by the Company upon execution of the WraSer APA. The closing of the transaction is subject to certain customary closing conditions, including submission of the FDA transfer documentation to transfer ownership of the acquired product regulatory approvals to the Company. Management evaluated the terms of the WraSer APA and the WraSer MSA, and determined that, at the Execution Date, control under the provisions of ASC 805, Business Combinations Consolidations the VIE as the WraSer APA and MSA do not provide the Company with the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance. While the Company was involved in the day -to-day The Company recorded the initial $3.5 million payment as a deposit. The Company does not have any liabilities recorded as of December 31, 2023 associated with its variable interest in the WraSer Seller, and its exposure to the WraSer Seller’s losses is limited to no more than the shortfall, if any, of the Cash Target amount of approximately $1.1 million compared to the WraSer Seller’s cash balance on the WraSer Closing Date. On September 26, 2023, WraSer and its affiliates filed for relief under chapter 11 of the U.S. Bankruptcy Code in the Bankruptcy Court. On October 4, 2023, the parties agreed to amend the WraSer APA, which was subject to court approval. Shortly after its bankruptcy filing, WraSer filed a motion seeking approval of the WraSer APA as amended. The amendment, among other things, eliminates the $500,000 post -closing In October 2023, WraSer alerted the Company that its sole manufacturer for the active pharmaceutical ingredient (“API”) for Zontivity, the key driver for the WraSer acquisition, would no longer manufacture the API for Zontivity. The Company believes that this development constituted a Material Adverse Effect under the WraSer APA and the WraSer MSA, enabling the Company to terminate the WraSer APA and the WraSer MSA. On October 20, 2023, the Company filed a motion for relief from the automatic stay in the Bankruptcy Court so that the Company can exercise the termination rights under the WraSer APA, as amended. On December 18, 2023, the Bankruptcy Court entered into an Agreed Order lifting the automatic stay to enable the Company to exercise its rights to terminate the WraSer APA and the WraSer MSA. On December 21, 2023, the Company filed a Notice with the Bankruptcy Court terminating the WraSer APA and the WraSer MSA. WraSer has advised the Company that it does not believe that a Material Adverse Effect occurred. Due to the WraSer bankruptcy filing and the Company’s status as an unsecured creditor of WraSer, it is unlikely that the Company will recover the $3.5 million initial payment made, or any costs and resources in connection with services provided by the Company under the WraSer MSA, and therefore the Company recorded a loss on impairment for the $3.5 million deposit during the year ended December 31, 2023. Proteomedix On December 15, 2023 (the “Acquisition Date”), Onconetix entered into a Share Exchange Agreement (the “Share Exchange Agreement”) with Proteomedix and each of the holders of outstanding capital stock or Proteomedix convertible securities (other than Proteomedix stock options) (collectively the “Sellers”), pursuant to which the Company acquired 100% of the outstanding common shares and voting interest of Proteomedix, through the issuance of 3,675,414 Subject to any requirements related to the Committee on Foreign Investment in the United States, upon approval by the requisite vote of stockholders of Onconetix at the Special Meeting of the Stockholders (“Stockholder Approval”), each share of Series B Convertible Redeemable Preferred Stock (“Series B Preferred Stock”) shall automatically convert into 100 The consummation (the “Closing”) of the PMX Transaction was subject to customary closing conditions and the agreement to enter into a subscription agreement (see Note 8) with Altos Ventures, a shareholder of Proteomedix, prior to the closing of the PMX Transaction (the “PMX Investor”). In addition, each option to purchase shares of Proteomedix (each, a “Proteomedix Stock Option”) outstanding immediately before the Closing, whether vested or unvested, remains outstanding until the Conversion unless otherwise terminated in accordance with its terms. At the Conversion, each outstanding Proteomedix Stock Option, whether vested or unvested, shall be assumed by Onconetix and converted into the right to receive (a) an option to acquire shares of common stock (each, an “Assumed Option”) or (b) such other derivative security as Onconetix and Proteomedix may agree, subject in either case to substantially the same terms and conditions as were applicable to such Proteomedix Stock Option immediately before the Closing. Each Assumed Option shall: (i) represent the right to acquire a number of shares of common stock equal to the product of (A) the number of Proteomedix common shares that were subject to the corresponding Proteomedix Option immediately prior to the Closing, multiplied by (B) the Exchange Ratio (as defined in the Share Exchange Agreement”); and (ii) have an exercise price (as rounded down to the nearest whole cent) equal to the quotient of (A) the exercise price of the corresponding Proteomedix Option, divided by (B) the Exchange Ratio. Management determined that the PMX Transaction was a business combination as defined within ASC 805 , -10 -controlling Proteomedix is a healthcare company whose mission is to transform prostate cancer diagnosis. Proteomedix has identified novel biomarker signatures with utility in prostate cancer diagnosis, prognosis and therapy management. The Company expects Proteomedix’s diagnostic expertise to complement its existing prostate related treatment portfolio. The assets acquired and liabilities assumed are recognized provisionally in the accompanying consolidated balance sheets at their estimated fair values as of the acquisition date. The initial accounting for the business combination is not complete as the Company is in the process of obtaining additional information for the valuation of acquired intangible assets and deferred tax liabilities. The provisional amounts are subject to change to the extent that additional information is obtained about the facts and circumstances that existed as of the acquisition date. Under U.S. GAAP, the measurement period shall not exceed one year from the acquisition date and the Company will finalize these amounts no later than December 15, 2024. The estimated fair values as of the acquisition date are based on information that existed as of the acquisition date. During the measurement period the Company may adjust provisional amounts recorded for assets acquired and liabilities assumed to reflect new information that the Company has subsequently obtained regarding facts and circumstances that existed as of the acquisition date. The acquisition -date Consideration Transferred Common stock $ 875,484 Series B convertible preferred stock 64,236,085 Total consideration transferred $ 65,111,569 The fair value of the Company’s common shares issued as consideration was based on the closing price of the Company’s common stock as of the Acquisition Date. The fair value of the Series B Preferred Stock issued as consideration was based on the underlying fair value of the number of common shares that the Series B Preferred Stock converts into, also based on the closing price of the Company’s common stock as of the Acquisition Date. The fair value of the Proteomedix stock options assumed as part of the PMX Transaction was determined using a Black -Scholes Exercise price $1.15 – 28.83 Stock price $ 128.11 Term (years) 0.17 – 3.59 Expected stock price volatility 90% Risk-free rate of interest 4.07% – 5.47% The following table summarizes the preliminary estimated fair values of the assets acquired and liabilities assumed at the acquisition date: Net Assets Recognized Cash $ 1,056,578 Accounts receivable 87,445 Inventories 80,593 Prepaid expenses and other current assets 114,615 Right of use asset 149,831 Property and equipment, net 39,779 Trade name 9,018,000 Customer relationships 1,891,000 Product rights for developed technology 10,541,000 Goodwill 53,914,055 Total assets acquired 76,892,896 Accounts payable (234,029 ) Accrued expenses (732,814 ) Operating lease liability (149,831 ) Deferred tax liability (2,994,669 ) Pension benefit obligation (548,384 ) Note payable (115,096 ) Total liabilities assumed (4,774,823 ) Net assets 72,118,073 Less non-controlling interest (7,006,504 ) Net assets acquired $ 65,111,569 The goodwill recognized as a result of the PMX Transaction is attributable primarily to expected synergies and the assembled workforce of Proteomedix. None of the goodwill is expected to be deductible for income tax purposes. The fair values of the acquired tangible and intangible assets were determined using variations of the cost, income approach using the excess earnings, lost profits and relief from royalty methods. The income approach valuation methodology used for the intangible assets acquired in the PMX Transaction makes use of Level 3 inputs. The trade name intangible asset represents the value of the Proclarix™ brand name and was valued using a relief from royalty method under an income approach. A royalty rate of 6% was utilized in determining the fair value of this intangible asset. The fair value of this asset was determined based on a cash flow model using forecasted revenues and expenses specifically tied to Proclarix™. Those cash flows were then discounted at 10% determined by the use of a weighted average return on assets analysis. The life of this intangible asset was determined to be indefinite as the branded name will persist beyond the life of the product rights and customer relationships. The customer relationship intangible assets represent the value of the existing customer contract with Labcorp (see Note 6) and was valued using the lost profits method under the income approach. The fair value of this asset was determined based on a cash flow model using forecasted revenues specifically tied to Proteomedix’s Labcorp contract. Those cash flows were then discounted at 10% determined by the use of a weighted average return on assets analysis. The estimated useful life of this asset was determined by reference to the estimated life of the product rights associated with the Labcorp contract. The product rights for developed technology acquired in the PMX Transaction represents know -how -ready The fair value of the non -controlling -controlling Fair Value Measurement The Company recognized approximately $1.5 million of acquisition related costs that were expensed during 2023, including the fair value of the subscription agreement liability, which was a closing condition for the PMX Transaction (see Note 8). These costs are included in selling, general and administrative expenses in the accompanying consolidated statements of operations and comprehensive loss. The amounts of revenue and loss of Proteomedix, included in the Company’s consolidated statements of operations and comprehensive loss from the Acquisition Date through December 31, 2023 are as follows: Revenue $ 58,465 Net loss $ 315,688 The following summary, prepared on a pro forma basis, presents the Company’s unaudited consolidated results of operations for 2023 and 2022 as if the PMX Transaction had been completed as of January 1, 2022. The pro forma results below include the impact of amortization of intangible assets. This pro forma information is presented for illustrative purposes only, is not necessarily indicative of future results of operations and does not include any impact of transaction synergies. In addition, the pro forma results are not necessarily indicative of the results of operations that actually would have been achieved had the PMX Transaction been consummated as of that date: Unaudited For the Years Ended December 31, 2023 2022 Revenue $ 2,601,310 $ 392,460 Net loss 38,577,046 16,326,247

Significant Agreements

Significant Agreements	12 Months Ended
	Dec. 31, 2023
Significant Agreements [Abstract]
Significant Agreements	Note 6 — Significant Agreements 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 entered into two Project Addendums as of December 31, 2023. 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 During the years ended December 31, 2023 and 2022, the Company incurred related research and development expenses of approximately $15,000 and $1,329,000, respectively, and had approximately $685,000 recorded as related accounts payable at December 31, 2023, and approximately $476,000 and $669,000 recorded as related accounts payable and accrued expenses, respectively, at December 31, 2022. 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 ten -digit net sales, being 5%, 4% or 2% depending on the product, until the last valid claim covering a licensed product exists, at which point the royalty rates decrease by 50%. The Company is also obligated to pay up to a 25% royalty on any non -royalty 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. 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 held an exclusive, worldwide license to certain specified patent rights and biological materials relating to the use of epitopes of limited variability and virus -like -product -phase -front -off -licenses The OUI Agreement was to expire upon ten (10) years from the expiration of the last patent contained in the licensed patent rights, unless terminated earlier. Either party had the right to 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 was able to terminate immediately if the Company had a petition presented for its winding -up any of the patents or applications in the Licensed Technology, as defined in the OUI Agreement; raised the claim that the know -how The Company terminated the agreements with Oxford during the year ended December 31, 2023, and amounts due upon termination were not significant. St. Jude Children’s Hospital The Company entered into a license agreement (the “St. Jude Agreement”), dated January 27, 2020, and as amended on May 11, 2022 and March 22, 2023, with St. Jude Children’s Research Hospital (“St. Jude”). Under the terms of the St. Jude Agreement, the Company held 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 Company was obligated to pay certain milestone and royalty payments in the future, as the related contingent events occur. Specifically, pursuant to the terms of the St. Jude Agreement, as amended, the Company was obligated to make 5% royalty payments for each licensed product(s) sold by the Company or its affiliates, based on the net sales for the duration of the St. Jude Agreement, and also pay 15% of consideration received for any sublicenses. The Company was also required to pay an additional one -time The St. Jude Agreement was to expire upon the expiration of the last valid claim contained in the licensed patent rights, unless terminated earlier. The Company was obligated to use commercially reasonable efforts to develop and commercialize the licensed product(s) and included defined development milestones. If the Company failed to achieve the development milestones contained in the St. Jude Agreement, and if the Company and St. Jude failed to agree upon a mutually satisfactory revised timeline, St. Jude had the right to terminate the St. Jude Agreement. Either party was able to terminate the St. Jude Agreement in the event the other party (a) filed against it a petition under the Bankruptcy Act (among other things) or (b) failed to perform or otherwise breached its obligations under the St. Jude Agreement and did not cure such failure or breach within sixty (60) days. The Company was able to terminate for any reason on thirty (30) days written notice. The Company terminated the agreement with St. Jude during the year ended December 31, 2023, and amounts due upon termination were not significant. 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 held 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 -digit Company was required to pay UT Health milestone payments of up to an aggregate of approximately $2.2 million; specifically, upon the achievement of specified development milestones of approximately $0.7 million and regulatory milestones of approximately $1.5 million. The UT Health Agreement was to expire upon the expiration of the last date of expiration or termination of the patent rights, unless terminated earlier. Under the UT Health Agreement, the Company had the right to terminate the UT Health Agreement for convenience, by providing 90 days’ written notice to UT Health. UT Health was able to terminate the UT Health Agreement in the event the Company (a) became arrears in payment due and did not make payment within 30 days after notification from UT Health or (b) was in breach of any non -payment -month The Company terminated the agreement during the year ended December 31, 2023, and amounts due upon termination were not significant. Co-development Agreement with AbVacc, Inc. On February 1, 2023, the Company entered into a co -development -Development -development -Development -Development -Development -Development -Development -Development -Development -Development -Development -Development Services Agreement On July 21, 2023, the Company, entered into a Licensing and Services Master Agreement (“Master Services Agreement”) and a related statement of work with a vendor, pursuant to which the vendor was to provide to the Company commercialization services for the Company’s products, including recruiting, managing, supervising and evaluating sales personnel and providing sales -related accompanying consolidated statements of operations and comprehensive loss. The Company had approximately $1.8 million recorded in related accounts payable as of December 31, 2023, which includes amounts due for early termination of the contract. Laboratory Corporation of America On March 23, 2023, Proteomedix entered into a license agreement Laboratory Corporation of America (“Labcorp”) pursuant to which Labcorp has the exclusive right to develop and commercialize Proclarix, and other products developed by Labcorp using Proteomedix’s intellectual property covered by the license, in the United States (“Licensed Products”). In consideration for granting Labcorp an exclusive license, Proteomedix received an initial license fee of in the mid -six • -six • • -seven Labcorp is wholly responsible for the cost, if any, of research, development and commercialization of Licensed Products in the United States but has the right to offset a portion of those costs against future royalty and milestone payments. Additionally, Labcorp may deduct royalties or other payments made to third parties related to the manufacture or sale of Licensed Products up to a maximum amount of any royalty payments due to Proteomedix.

Notes Payable

Notes Payable	12 Months Ended
	Dec. 31, 2023
Notes Payable [Abstract]
Notes Payable	Note 7 — Notes Payable In connection with the Veru APA (see Note 5), the Company executed three non -interest The Company imputed interest on the Notes using an average discount rate of 8.2% and recorded a debt discount of approximately $1.1 million at the issuance date. The debt discount is reflected as a reduction in the carrying amount of the Notes and amortized to interest expense through the respective maturity dates, using the effective interest method. The Company recorded approximately $0.7 million of associated interest expense during the year ended December 31, 2023. The unamortized debt discount as of December 31, 2023 was approximately $0.4 million. On September 29, 2023, the Company and the note holder entered into an amendment to the Veru APA, which provided that the $4.0 million note payable originally due on September 30, 2023 was deemed paid and fully satisfied upon (1) the payment to the Seller of $1.0 million in cash on September 29, 2023, and (2) the issuance to the Seller by October 3, 2023 of 3,000 To determine the fair value of the Series A Preferred Stock, the Company first derived the business enterprise value (“BEV”) using a discounted cash flow method. The BEV was adjusted to an equity value assuming $3.0 million of debt converted to Series A Preferred Stock, which was then allocated across the Company’s securities. The concluded value for the Series A Preferred Stock utilized the Black -Scholes -free Future minimum principal payments on the Notes as of December 31, 2023, includes $10 million in principal payments that are due in 2024. The Company also assumed an obligation in the amount of 100,000 CHF, in connection with the Proteomedix acquisition. This obligation relates to a loan from an investor that was advanced to Proteomedix in March 2010. This loan bears no interest, is unsecured and may be cancelled by the Company at its discretion, however it is the intent of the Company to repay this loan in the future. The loan payable, in the amount of approximately $119,000, is included in long term note payable in the accompanying consolidated balances sheet as of December 31, 2023.

Subscription Agreement

Subscription Agreement	12 Months Ended
	Dec. 31, 2023
Subscription Agreement [Abstract]
Subscription Agreement	Note 8 — Subscription Agreement On December 18, 2023, the Company entered into a subscription agreement (the “Subscription Agreement”) with the PMX Investor, who became a stockholder of Onconetix at the closing of the PMX Transaction (see Notes 5 and 11) for the sale of 20 million units, each comprised of 1 -funded -whole -day The Subscription Agreement is accounted for as a liability in accordance with ASC 480, as the make -whole -Carlo -Carlo December 18, 2023 December 31, 2023 Exercise price $ 0.25 $ 0.25 Term (years) 1.5 1.2 Expected stock price volatility 100 % 95 % Risk-free rate of interest 4.64 % 4.64 %

Convertible Redeemable Preferre

Convertible Redeemable Preferred Stock and Stockholders' Equity	12 Months Ended
	Dec. 31, 2023
Convertible Redeemable Preferred Stock and Stockholders’ Equity [Abstract]
Convertible Redeemable Preferred Stock and Stockholders' Equity	Note 9 — Convertible Redeemable Preferred Stock and Stockholders’ Equity Authorized Capital As of December 31, 2023 and 2022, the Company is authorized to issue 250,000,000 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 an 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 or the par value. Prior to this amendment, the Company had designated 1,150,000 Preferred Stock Series A Convertible Preferred Stock On September 29, 2023, the Company filed a Certificate of Designations of Rights and Preferences of Series A Preferred Stock of the Company (the “Series A Certificate of Designations”) with the State of Delaware to designate and authorize the issuance of up to 10,000 On October 3, 2023, the Company issued 3,000 Voting Redemption — Liquidation Preference — Dividends -if-converted-to-common-stock Conversion — time from and after one year from the date of issuance into that number of shares of common stock (subject to certain limitations) determined by dividing the Stated Value by the Conversion Price. If the required vote discussed above is not obtained, and the Series A Preferred Stock is converted at the option of the holder, the Company may not issue a number of shares of common stock which, would exceed 19.99% shares of common stock (subject to adjustment for forward and reverse stock splits, recapitalizations and the like). The Conversion Price, which is subject to adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization and other adjustments, as defined in the Series A Certificate of Designations, is initially $0.5254. The maximum number of shares that the Series A Preferred Stock is convertible into, based on the Conversion Price as of December 31, 2023 is approximately 5,709,935 The Company evaluated the terms of the Series A Preferred Stock, and in accordance with the guidance of ASC 480, the Series A Preferred Stock is classified as permanent equity in the accompanying consolidated balance sheet. The Series A Preferred Stock was recorded at its fair value as of the issuance date (see Note 7). Series B Convertible Preferred Stock On December 15, 2023, the Company filed a Certificate of Designations of Rights and Preferences of Series B Convertible Preferred Stock of the Company (the “Series B Certificate of Designations”) with the State of Delaware to designate and authorize the issuance of up to 2,700,000 On December 15, 2023, in connection with the PMX Transaction, as part of the purchase consideration, the Company issued 2,696,729 Voting — Liquidation Preference — -up Dividends -if-converted-to-common-stock Conversion — Cash Settlement — Redemption — The Company evaluated the terms of the Series B Preferred Stock, and in accordance with the guidance of ASC 480, the Series B Preferred Stock is classified as temporary equity in the accompanying consolidated balance sheet, as the shares may be redeemable by the holders for cash, upon certain conditions that are not within the control of the Company. Additionally, the Company does not control the actions or events necessary to deliver the number of required shares upon exercise by the holders of the conversion feature. The Series B Preferred Stock was recorded at its fair value as of the issuance date (see Note 5). The Series B Preferred Stock is not currently redeemable or probable of becoming redeemable because it is subject to, among other things, Stockholder Approval as described above, and therefore the carrying amount is not currently accreted to its redemption value as of December 31, 2023. Series Seed Convertible Preferred Stock The Company has 1,150,000 Prior to the closing of the IPO in 2022, there were 1,146,138 -effective Common Stock As of December 31, 2023 and 2022, there were 22,841,975 and 15,724,957 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 December 15, 2023, in connection with the Proteomedix acquisition, the Company issued 3,675,414 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 Pursuant to the Underwriting Agreement, the Company issued to Boustead warrants to purchase 111,111 -40 -classified During October 2022, in connection with a settlement agreement that was entered into with Boustead, these warrants were exchanged for 93,466 The restricted shares of common stock issued under the settlement and advisory agreements with Boustead was valued based on the closing trading price on the date the agreements were executed, adjusted to reflect the effect of the restriction on the sale of the common stock. The value of the restriction was measured using the Black -Scholes 0.5 -free Treasury Stock On November 10, 2022, the board of directors approved a stock repurchase program (the “Repurchase Program”) to allow the Company to repurchase up to 5 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 of directors approved an increase to the maximum price to $2.00 per share. There is no expiration date for this program. During the year ended December 31, 2023, the Company repurchased 57,670 Private Investments in Public Equity April 2022 Private Placement On April 19, 2022, the Company consummated the closing of a private placement (the “April 2022 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 2022 Private Placement, the Company issued 590,406 -funded warrants to purchase an aggregate of 590,406 -funded -funded August 2022 Private Placement H.C. Wainwright & Co., LLC (“Wainwright”) acted as the exclusive placement agent for the April 2022 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 2022 Private Placement and reimburse certain out -of-pocket -funded August 2022 Private Placement The Company evaluated the terms of the April 2022 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 -classified 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 4.0 -free August 2022 Private Placement On August 11, 2022, the Company consummated the closing of a private placement (the “August 2022 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 2022 Private Placement, the Company issued 1,350,000 -funded -funded 1,180,812 -funded -funded -funded Wainwright acted as the exclusive placement agent for the August 2022 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 2022 Private Placement and reimburse certain out -of-pocket -funded The Company evaluated the terms of the August 2022 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 -classified The investors in the April 2022 Private Placement agreed to cancel the aggregate of 1,180,812 preferred investment options issued in the April 2022 Private Placement, as part of their participation in the August 2022 Private Placement. The preferred investment options that were cancelled were effectively exchanged for 1,289,148 new preferred investment options in the August 2022 Private Placement, and accordingly have been accounted for as a modification or exchange of equity -linked -40 -Scholes Original Exchanged Exercise price $ 6.65 $ 2.546 Term (years) 3.67 5.0 Expected stock price volatility 116.2 % 120.2 % Risk-free rate of interest 3.16 % 2.98 % 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 -linked of approximately $8,000 recognized in the accompanying consolidated statements of operations and comprehensive loss. 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 of approximately $39,000, as a reduction of additional paid in capital. The entire 298,346 of August Contingent Warrants were remeasured at December 31, 2022, using a Monte Carlo simulation, with the change in the value of the liability recorded in other income (expense) in the accompanying consolidated statements of operations and comprehensive loss. The following significant assumptions were used in the valuation of the contingent warrant liability, related to the August Contingent Warrants, as of the date of the August 2022 Private Placement and as of December 31, 2022: August 11, 2022 December 31, 2022 Exercise price $ 3.3938 $ 3.3938 Term (years) 5.00 4.61 Expected stock price volatility 127.8 % 120.8 % Risk-free rate of interest 2.98 % 4.03 % During the year ended December 31, 2023, in connection with the warrant inducement transaction, the Company issued warrants to Wainwright as settlement of the contingent warrant liability associated with 149,173 of the August 2022 Contingent Warrants, which was triggered upon exercise of the underlying preferred investment options. See Warrant Inducement 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 Deferred offering costs associated with the ATM Agreement are reclassified to additional paid in capital on a pro -rata As of December 31, 2023, no shares have been sold under the ATM Offering. Warrant Inducement On July 31, 2023, the Company entered into a common stock preferred investment options exercise inducement offer letter (the “Inducement Letter”) with a holder (the “Holder”) of existing preferred investment options (“PIOs”) to purchase shares of the Company’s common stock at the original exercise price of $2.546 per share, issued on August 11, 2022 (the “Existing PIOs”). Pursuant to the Inducement Letter, the Holder agreed to exercise for cash its Existing PIOs to purchase an aggregate of 2,486,214 On August 2, 2023, the Company consummated the transactions contemplated by the Inducement Letter (the “Warrant Inducement”). The Company received aggregate net proceeds of approximately $2.3 million from the Warrant Inducement, after deducting placement agent fees and other offering expenses payable by the Company. Upon the close of the transaction, the Company issued the Holder 1,575,000 of the 2,486,214 The Company agreed to file a registration statement covering the resale of the Inducement PIO Shares issued or issuable upon the exercise of the Inducement PIOs (the “Resale Registration Statement”), as soon as practicable, and to use commercially reasonable efforts to have such Resale Registration Statement declared effective by the SEC within 90 days following the date of the Inducement Letter, and to keep the Resale Registration Statement effective at all times until there are no Inducement PIO Shares. The provision to register the underlying shares in the Warrant Inducement does not require payment related to the registration rights provided. As such, while the shares were not registered within 90 days of the date of the Inducement Letter, there is no accounting impact for this provision. The Company engaged Wainwright to act as its placement agent in connection with the Warrant Inducement and paid Wainwright a cash fee equal to 7.5% of the gross proceeds received from the exercise of the Existing PIOs as well as a management fee equal to 1.0% of the gross proceeds from the exercise of the Existing PIOs. The Company also agreed to reimburse Wainwright for its expenses in connection with the exercise of the Existing PIOs and the issuance of the Inducement PIOs, up to $50,000 for fees and expenses of legal counsel and other out -of-pocket -accountable The Company evaluated the terms of the Inducement PIOs and the Wainwright Inducement Warrants (collectively, the “August 2023 Inducement Warrants”), and determined that they should be classified as equity instruments based upon accounting guidance provided in ASC 480 and ASC 815 -40 The Warrant Inducement, which resulted in the lowering of the exercise price of the Existing PIOs and the issuance of the Inducement PIOs, is considered a modification of the Existing PIOs under the guidance of Accounting Standards Update (“ASU”) No. 2021 -04 Issuer’s Accounting for Certain Modifications or Exchanges of Equity Classified Written Call Options In addition, the change in fair value of the contingent warrant liability associated with 149,173 of the August Contingent Warrants that were settled through issuance of the Wainwright Inducement Warrants, of approximately $122,000, was recognized in other income (expense) in the accompanying consolidated statements of operations and comprehensive loss, and the fair value of the contingent warrant liability of approximately $129,000 was derecognized as of the settlement date. The corresponding amount, representing the fair value of the Wainwright Inducement Warrants, was recognized as additional paid in capital. The Company measured the liability on the settlement date using a Black Scholes model, with the following significant assumptions: expected term of 5.0 -free The Company evaluated the terms of the Inducement Contingent Warrants and determined that they should be classified as a liability based upon accounting guidance provided in ASC 815 -40 5.0 -free 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 year ended December 31, 2023: Number of Weighted Weighted Outstanding as of December 31, 2022 5,910,914 $ 2.37 4.7 Granted 5,121,601 1.10 Exercised (3,132,854 ) 0.865 Cancelled — — Outstanding as of December 31, 2023 7,899,661 1.68 4.3 Warrants vested and exercisable as of December 31, 2023 7,899,661 $ 1.68 4.3 As of December 31, 2023, the outstanding warrants include 70,849 April 2022 Private Placement Warrants, 2,707,211 August 2022 Private Placement Warrants, and 5,121,601 August 2023 Inducement Warrants, which are exercisable into 7,899,661 Additionally, as of December 31, 2023 and 2022, the value of the August Contingent Warrants and the Inducement Contingent Warrants (collectively the “Contingent Warrants”) was approximately $3,000 and $14,000, respectively. The maximum number of warrants issuable upon settlement of the Contingent Warrants as of December 31, 2023 and 2022 was 447,519 and 298,346, respectively. Onconetix Equity Incentive Plans The Company’s 2019 Equity Incentive Plan (the “2019 Plan”) was adopted by its board of directors and by its stockholders on July 1, 2019. The Company has reserved 1,400,000 On February 23, 2022 and in connection with the closing of the IPO, the Company’s board of directors 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 increased to 3,150,000. The stock options and restricted stock granted during the years ended December 31, 2023 and 2022 were all granted under the 2022 Plan. As of December 31, 2023, there are 718,402 Stock Options The following summarizes activity related to the Company’s stock options under the 2019 Plan and the 2022 Plan for the year ended December 31, 2023: Number of Weighted Total Weighted (in years) Outstanding as of December 31, 2022 1,392,654 $ 3.30 $ 670,161 8.2 Granted 962,154 0.48 — — Forfeited/cancelled (404,058 ) 4.87 — — Exercised (45,920 ) 0.01 45,920 — Outstanding as of December 31, 2023 1,904,830 1.63 94,239 8.4 Options vested and exercisable as of December 31, 2023 861,177 $ 2.23 $ 94,239 7.1 The fair value of options granted in 2023 and 2022 was estimated using the following assumptions: For the For the Exercise price $0.26 – 1.29 $1.06 – 6.45 Term (years) 5.00 – 10.00 5.00 – 10.00 Expected stock price volatility 101.1% – 119.5 112.6% – 121.2% Risk-free rate of interest 3.5% – 4.7% 2.9% – 4.3% The weighted average grant date fair value of stock options granted during the years ended December 31, 2023 and 2022 was $0.41 and $3.40, respectively. The aggregate fair value of stock options that vested during the years ended December 31, 2023 and 2022 was approximately $0.7 million and $2.1 million, respectively. On October 4, 2023, the Company’s board of directors granted an aggregate of 709,768 stock options in connection with the appointment of the Company’s newly hired Chief Executive Officer and Chief Financial Officer. The options granted have an exercise price of $0.4305 per share, vest quarterly over a three -year -based During the year ended December 31, 2022, 200,000 stock options were granted to the Company’s former Chief Executive Officer (“former CEO”), Chairman, and significant stockholder, 200,000 stock options were granted to the Company’s former Chief Business Officer (“former CBO”), and 100,000 stock options were granted to the Company’s former Chief Financial Officer (“former CFO”). The aggregate grant -date -based Additionally, during the year ended December 31, 2022, the Company granted an aggregate of 72,223 stock options to non -executive -date -executive -based Restricted Stock On May 9, 2023, the Board’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 former CEO, former CFO, and former CBO, respectively. All of the restricted shares granted vest as follows: 50% in January 2024, 25% in August 2024, and 25% in August 2025. In addition, on May 31, 2023, the Board’s Compensation Committee approved the issuance of 25,440 -executive On August 16, 2023 and October 4, 2023, upon their respective resignations, the Company’s former CEO and former CFO forfeited 150,000 Number of Weighted Nonvested as of December 31, 2022 — $ — Granted 512,940 1.01 Forfeited/cancelled (250,110 ) 1.02 Vested (6,250 ) 1.03 Nonvested as of December 31, 2023 256,580 $ 1.03 Proteomedix Stock Option Plan Proteomedix sponsors a stock option plan (the “PMX Option Plan”) which provides common stock option grants to be granted to certain employees and consultants, as was determined by the board of directors of Proteomedix. In connection with the PMX Transaction, the Company assumed the PMX Option Plan (see Note 5). Generally, options issued under the PMX Option Plan have a term of less than 11 four -year -Scholes There was no activity under the PMX Option Plan between the Acquisition Date and December 31, 2023. As of December 31, 2023, there were 58,172 and 57,276 stock options outstanding and vested, respectively, with a weighted average exercise price of $3.46 and $3.17, respectively, and a weighted average remaining contractual life of 5.36 5.20 4.53 Stock-Based Compensation Stock -based For the Years Ended December 31, 2023 2022 Selling, general and administrative $ 234,298 $ 1,309,687 Research and development 95,462 664,879 Total $ 329,760 $ 1,974,566 As of December 31, 2023, unrecognized stock -based -average 1.79 1.57 As of December 31, 2023, unrecognized stock -based -average 2.98 During the year ended December 31, 2023, in connection with the former CBO’s resignation from the Company, the individual’s outstanding stock options and restricted stock awards were modified to allow continued vesting during the term of the consulting agreement entered into in January 2024. The Company recognized a net credit of approximately $165,000 to stock -based During the year ended December 31, 2022, the Company’s board of directors approved the accelerated vesting of an aggregate of 32,517 stock options to a former director and a former advisor, in connection with their separation from the Company. The Company recognized stock -based

Commitments and Contingencies

Commitments and Contingencies	12 Months Ended
	Dec. 31, 2023
Commitments and Contingencies [Abstract]
Commitments and Contingencies	Note 10 — Commitments and Contingencies Leases Proteomedix leases office and lab space in Zurich Switzerland, which requires lease payments of approximately $74,000 for the years ended December 31, 2024 and 2025, and which is insignificant to the Company’s consolidated financial statements. The Company entered into a short -term 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 December 31, 2023, the Company is not a party to any material legal proceedings and is not aware of any pending or threatened claims. On April 15, 2022, the Company received a demand letter (the “Demand Letter”) from Boustead. The Demand Letter alleged that the Company breached the Underwriting Agreement entered into between Boustead and the Company, dated February 17, 2022, in connection with the Company’s initial public offering. The Demand Letter alleged that, by engaging Wainwright as placement agent in the April Private Placement, the Company breached Boustead’s right of first refusal (“ROFR”) to act as placement agent granted to Boustead under the Underwriting Agreement and, as a result of selling securities in the April Private Placement, breached the Company’s obligation under the Underwriting Agreement not to offer, sell, issue, agree or contract to sell or issue or grant or modify the terms of any option for the sale of, any securities prior to February 17, 2023 (the “Standstill”). On October 9, 2022, the Company and Boustead entered into a Settlement Agreement and Release (the “Settlement Agreement”), pursuant to which Boustead agreed to waive the ROFR and the Standstill, and to release the Company from certain claims with respect to the April Private Placement, the August Private Placement, and all future private, public equity or debt offerings of the Company. As consideration for such waiver and termination of the Underwriting Agreement, the Company paid Boustead a cash fee of $1,000,000, $50,000 in legal expenses, and released Boustead from all claims, subject to certain exceptions. In addition, the Company issued to Boustead 93,466 -month The Company determined that all consideration due by the Company under the Settlement Agreement and the Advisory Agreement relates to the settlement of a liability that was incurred in 2022 and accordingly, recorded a related expense of approximately $1.3 million for the year ended December 31, 2022, which is included in selling, general and administrative expenses in the accompanying consolidated statements of operations and comprehensive loss. Registration Rights Agreements In connection with the April 2022 Private Placement (see Note 9), 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 -effective -1 -3 In connection with the August 2022 Private Placement (see Note 9), 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 -effective -1 -3 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 in the Private Placement. As of December 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 December 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, as well as royalties based on product sales (see Note 6). As of December 31, 2023, the Company terminated all license agreements, except for the CHMC Agreement, which could require the Company to pay CHMC milestone payments of up to an aggregate of $59.75 million. As of December 31, 2023, the Company evaluated the likelihood of the Company achieving the specified milestones and generating product sales, and determined the likelihood is not yet probable and as such, no accrual of these payments is required as of December 31, 2023. Underwriter Termination Agreement On February 7, 2022, the Company and its former underwriter, Maxim Group (“Maxim”), entered into a termination agreement, whereby the parties agreed to terminate their engagement of Maxim as the Company’s lead managing underwriter and book runner in connection with the Company’s IPO. Per the terms of the termination agreement, the Company agreed to pay Maxim a termination fee of $300,000, due upon the close of the Company’s IPO. The termination fee was recorded as selling, general and administrative expense, and paid, during the year ended December 31, 2022. 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 been required to defend any action related to its indemnification obligations. However, during the third quarter of 2023, the Company received a claim from its former CEO and a former accounting employee requesting advancement of certain expenses. The Company recorded approximately $209,000 in related expenses during the year ended December 31, 2023, of which approximately $159,000 was paid through reduction of the outstanding related party receivable due from the former CEO (see Note 11). As of December 31, 2023, the Company recorded a related accrual of approximately $50,000, which is included in accrued expenses in the accompanying consolidated balance sheets, and which was paid subsequent to year end. The maximum potential amount of future payments the Company could be required to make under these indemnification agreements is not estimable at this time.

Related Party Transactions

Related Party Transactions	12 Months Ended
	Dec. 31, 2023
Related Party Transactions [Abstract]
Related Party Transactions	Note 11 — Related Party Transactions The Company originally engaged the former CEO, who was 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 former CEO’s employment agreement became effective. During the year ended December 31, 2022, the Company incurred approximately $63,000 in fees under the consulting agreement, which are recognized in selling, general and administrative expenses in the accompanying consolidated statements of operations and comprehensive loss. During 2022 the Company entered into a lease agreement that was personally guaranteed by the Company’s former CEO. The lease expired in 2023. See Note 10. During the year ended December 31, 2022, the Company’s compensation committee approved one -time During the year ended December 31, 2023, the Company’s Audit Committee completed a review of the Company’s expenses due to certain irregularities identified with regards to the related party balance. Based on the results of the review, it was determined that the Company paid and recorded within selling, general and administrative expenses, personal expenditures of the Company’s former CEO and an accounting employee who was also the former CEO’s assistant, during 2022 and during the first three quarters of 2023. The Company evaluated the receivable, which aggregated to approximately $522,000 as of September 30, 2023, and which represented the total of the items identified as personal in nature for which the Company did not anticipate recovery from the related party. As the Company concluded that the remaining amounts are not likely to be recovered, this would not cause an adjustment to previously issued financial statements. The Company recorded a corresponding reserve for the full amount, resulting in a net related party receivable balance of $0 As of December 31, 2022, the Company had a receivable from related party of approximately $36,000, consisting of miscellaneous payments made by the Company on the behalf of the Company’s CEO, and which was paid in full during the first quarter of 2023. On December 18, 2023, the Company entered into the Subscription Agreement with the PMX Investor, a 5% stockholder of the Company as of December 31, 2023 (see Note 8). Subsequent to December 31, 2023, the Company issued a non -convertible A former director of the Company, who served on the Company’s Scientific Advisory Board until August 2023, 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 Company’s board upon the close of its IPO.

Income Taxes

Income Taxes	12 Months Ended
	Dec. 31, 2023
Income Taxes [Abstract]
Income Taxes	Note 12 — Income Taxes The components of loss before income taxes are as follows: For the Years Ended December 31, 2023 2022 U.S. $ (37,106,599 ) $ (13,419,830 ) Foreign (315,688 ) — Total loss before income taxes $ (37,422,287 ) $ (13,419,830 ) The Company’s major tax jurisdictions are the United States, Switzerland, and various state jurisdictions, and the Company does not have any pending tax audits. The income tax benefit recorded for the year ended December 31, 2023 related to the Company’s deferred foreign taxes. There was no income tax provision or benefit recorded for the year ended December 31, 2022. Generally, the Company’s federal returns from 2019 on and state returns from 2018 on, and foreign returns from 2018 on, are subject to examination by the United States, state, and foreign tax authorities; however, to the extent allowed by law, tax authorities have the ability to adjust the Company’s carryforwards of unutilized net operating losses and research and development credits for all years. At December 31, 2023, the Company had a net operating loss (“NOL”) carryforward for federal, foreign, and state income tax purposes totaling approximately $27.9 million, $18.0 million, and $23.8 million, respectively, available to reduce future taxable income. The federal NOL and certain state NOLs of $16.8 million are carried forward indefinitely subject to a limitation of 80% of taxable income. State NOLs of approximately $6.8 million will begin to expire in 2024 if not utilized, and foreign NOLs of approximately $15.1 million will begin to expire in 2024 if not utilized. The NOL carry forward is subject to review and possible adjustment by the Internal Revenue Service and state tax authorities. Under the Internal Revenue Code (“IRC”) Sections 382 and 383, annual use of the Company’s net operating loss carryforwards and research credit carryforwards to offset taxable income and tax, respectively, may be limited based on cumulative changes in ownership. The Company has not completed an analysis to determine whether any such limitations have been triggered as of December 31, 2023. The amount of the annual limitation, if any, will be determined based on the value of the Company immediately prior to the ownership change. Subsequent ownership changes may further affect the limitation in future years. The tax effects of the temporary differences and carryforwards that give rise to deferred tax assets and liabilities consist of the following: As of December 31, 2023 2022 Deferred tax assets: Net-operating loss carryforward $ 10,214,760 $ 2,986,738 Intangibles 3,349,919 885,176 Capitalized research and development 1,171,320 — Stock-based compensation 690,760 308,552 Deposit on WraSer APA 854,896 — Accrued compensation 150,099 186,573 License agreement 49,157 82,626 Other 520,207 65,886 Gross deferred tax assets 17,001,118 4,515,551 Valuation allowance (15,697,701 ) (4,512,546 ) Deferred tax assets, net of allowance $ 1,303,417 $ 3,005 Deferred tax liabilities: Intangible assets (4,345,449 ) — Fixed assets (2,560 ) (3,005 ) Other (29,189 ) — Total deferred tax liabilities $ (4,377,198 ) $ (3,005 ) Net deferred tax liability $ (3,073,781 ) $ — The Company has evaluated the positive and negative evidence bearing upon the realizability of its deferred tax assets. The Company has recorded a valuation allowance against its United States and foreign deferred tax assets in each of the years ended December 31, 2023 and 2022, because the Company’s management believes that it is more likely than not that these assets will not be realized. During the years ended December 31, 2023 and 2022, the valuation allowance increased by approximately $11.2 million and $3.2 million, respectively. The provision for income taxes on earnings subject to income taxes differs from the statutory Federal rate at December 31, 2023 and 2022, due to the following: For the Years Ended December 31, 2023 2022 Expected income tax benefit at Federal statutory tax rate $ (7,858,680 ) $ (2,818,164 ) State and local taxes, net of Federal tax benefit (1,192,605 ) (501,277 ) Research credits — (16,477 ) Foreign NOL expirations 315,927 — Stock-based compensation 196,025 — Subscription agreement liability 181,440 — Officer’s compensation (126,337 ) — Acquisition related costs 164,073 — Permanent items 55,486 194,705 State rate adjustment (23,135 ) 19,600 Other 60,599 (37,260 ) Change in valuation allowance 8,214,614 3,158,873 Income tax benefit $ (12,593 ) $ — Under U.S. GAAP, the impact of an uncertain income tax position on the income tax return must be recognized at the largest amount that is more -likely-than-not A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows: For the Years Ended December 31, 2023 2022 Beginning balance $ 17,010 $ — Increases related to prior year tax positions — 11,517 Increases related to current year tax positions — 5,493 Ending balance $ 17,010 $ 17,010 At December 31, 2023 and 2022, the Company’s unrecognized tax benefits were $17,010. Due to the existence of the valuation allowance, future changes in the Company’s unrecognized tax benefits will not impact the effective tax rate. The Company does not expect its unrecognized tax benefits to change significantly over the next 12 months. The Company’s policy is to recognize interest and penalties related to uncertain tax positions in income tax expense. As of December 31, 2023 and 2022, there were no accrued interest and penalties associated with uncertain tax positions.

Retirement Plans

Retirement Plans	12 Months Ended
	Dec. 31, 2023
Retirement Plan [Abstract]
Retirement Plans	Note 13 — Retirement Plans Defined Contribution Plans Effective January 1, 2022, the Company adopted a defined contribution savings plan pursuant to Section 401(k) of the Internal Revenue Code (“the 2022 401(k) Plan”). The 2022 401(k) Plan was for the benefit of all qualifying employees and permits voluntary contributions by employees of up to 100% of eligible compensation, subject to the maximum limits imposed by the Internal Revenue Service. The terms of the 2022 401(k) Plan allowed for discretionary employer contributions. No expenses were incurred related to the 2022 401(k) Plan during the year ended December 31, 2022 and the 2022 401(k) Plan lapsed during 2022 due to inactivity. On May 31, 2023, the Board voted to adopt a 401(k) Safe Harbor Non -Elective -month Defined Benefit Plan Proteomedix sponsors a defined benefit pension plan covering certain eligible employees. The Swiss Plan provides retirement benefits based on years of service and compensation levels. The value of the pension obligation is determined using the Projected Unit Credit method. This method sees each period of service as giving rise to an additional unit of benefit entitlements/employee benefits. The value of the Company’s employee benefit obligations for active employees, or the Projected Benefit Obligation, on the reporting date is the same as the present value of the degree of entitlement existing on this date, in terms of future salary and pension increases and turnover rates. The valuation of pension obligations of pensioners is made on the basis of the present value of current pensions taking into account future increases in pensions. The service costs are calculated using the present value of the entitlements to employee benefits earned during the year for which calculations are made. As is customary with Swiss pension plans, the assets of the Swiss Plan are invested in a collective fund with multiple employers. Neither Proteomedix nor Onconetix have investment authority over the assets of the Swiss Plan that are held and invested by a Swiss insurance company. Investment holdings are made with respect to Swiss laws and target allocations for plan assets, and are 38% debt securities and cash, 26% equity securities, 12% alternative investments and 24% real estate investments. The valuation of the collective fund assets as a whole is a Level 3 measurement; however, the individual investments of the fund are generally Level 1 (equity securities), Level 2 (fixed income) and Level 3 (real estate, infrastructure and alternative) investments. We determine the fair value of the plan assets based on information provided by the collective fund. See Note 3, “Summary of Significant Accounting Policies” for additional information on the three -tier The following significant actuarial assumptions were used in calculating the benefit obligation and the net periodic benefit cost Discount rate 1.45 % Expected long-term rate of return on plan assets 1.45 % Rate of compensation increase 3.00 % Changes in these assumptions may have a material impact on the plan’s obligations and costs. The components of net periodic benefit cost for the period from December 15, 2023 to December 31, 2023 are as follows: Service cost $ 4,278 Interest cost 1,943 Expected return on plan assets (1,581 ) Amortization of net (gain)/loss (1,534 ) Settlements (gain)/loss (1,157 ) Total $ 1,949 The components of accumulated comprehensive loss attributable to the Company’s pension plan for the period from December 15, 2023 to December 31, 2023 are as follows: Net loss (gain) $ 7,277 Amortization of net gain 1,534 Effect of settlement 1,157 Other adjustments (4,005 ) Total recorded during the period $ 5,963 As of December 31, 2023, the funded status of the plan and the amounts recognized in the accompanying consolidated balance sheet are as follows: Projected benefit obligation $ 2,299,970 Fair value of plan assets 1,743,674 Overfunded (underfunded) status $ (556,296 ) There were no Company contributions made to the plan during the period from December 15, 2023 to December 31, 2023. A reconciliation of the beginning and ending balances of the accumulated benefit obligation is provided in the table below: As of December 15, 2023 2,288,273 Service cost 4,278 Interest cost 1,943 Actuarial (gain) loss 7,979 Benefits paid (905 ) Ordinary contributions paid by employees 4,005 Contributions paid by plan participants 769 Settlements (6,372 ) Projected benefit obligation as of December 31, 2023 2,299,970 Actuarial (gain)/loss due to assumption changes 8,834 Actuarial (gain)/loss due to plan experience (855 ) Accumulated benefit obligation as of December 31, 2023 $ 2,307,949 A reconciliation of the beginning and ending balances of the plan assets is provided in the table below: As of December 15, 2023 $ 1,739,889 Actual return on plan assets 2,283 Contributions paid by employer 4,005 Ordinary contributions paid by employees 4,005 Contributions paid by plan participants 769 Benefits paid (905 ) Settlements (6,372 ) As of December 31, 2023 $ 1,743,674 Projected benefit payments for the next five years as of December 31, 2023 are as follows: Years ending December 31, 2024 $ — 2025 95,100 2026 95,100 2027 95,100 2028 95,100 Thereafter 553,900 Total $ 934,300

Subsequent Events

Subsequent Events	12 Months Ended
	Dec. 31, 2023
Subsequent Events [Abstract]
Subsequent Events	Note 14 — Subsequent Events On January 23, 2024, the Company issued a non -convertible Effective as of January 10, 2024, Dr. Neil Campbell resigned as President and Chief Executive Officer and a member of the Board of Directors of the Company. The Company and Dr. Campbell entered into a Release of Claims agreement, pursuant to which Dr. Campbell will receive a severance payment of $158,333 in two equal payments. On February 6, 2024, the Company appointed Thomas Meier, PhD, as a member of the Company’s board of directors. Dr. Meier provides consulting services to Proteomedix, through a consulting agreement that was executed on January 4, 2024. During March 2024, Zydus Life Sciences received FDA approval for a combined finasteride -tadalafil -lived

Accounting Policies, by Policy

Accounting Policies, by Policy (Policies)	12 Months Ended
	Dec. 31, 2023
Accounting Policies [Abstract]
Use of Estimates	Use of Estimates The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting periods. The most significant estimates in the Company’s consolidated financial statements relate to accounting for acquisitions, valuation of inventory, the useful life of the amortizable intangible assets, estimates of future cash flows used to evaluate impairment of intangible assets, accrued research and development expenses, assumptions related to the pension benefit obligation, stock -based
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in financial institutions, which, at times, exceed the Federal Depository Insurance Coverage limit for those maintained in the United States and exceed the Swiss Financial Market Supervisory Authority for those maintained in Switzerland. As of December 31, 2023 and 2022, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.
Segment Information	Segment Information Operating segments are defined as components of an enterprise about which separate discrete information is available for evaluation by the chief operating decision maker (“CODM”), or decision -making ® ® The distribution of revenue by geographical area was as follows: Years Ended 2023 2022 United States $ — $ — Switzerland 58,465 — Total $ 58,465 $ — The distribution of long -lived Years Ended 2023 2022 United States $ 10,956 $ 14,089 Switzerland 198,240 — Total $ 209,196 $ 14,089
Foreign Currency Translation	Foreign Currency Translation The financial statements of Proteomedix, the Company’s foreign subsidiary, are measured using the local currency, which is the Swiss Franc, as the functional currency. Assets and liabilities of this subsidiary are translated into U.S. dollars at exchange rates as of the consolidated balance sheet date. Equity is translated at historical exchange rates. Revenues and expenses are translated into U.S. dollars at average rates of exchange in effect during the period. The resulting cumulative translation adjustments have been recorded as a separate component of stockholders’ equity, as accumulated other comprehensive income or loss. Foreign currency transaction gains and losses are included in the results of operations, and were not significant for the years ended December 31, 2023, or 2022.
Accounts receivable	Accounts receivable The Company performs periodic credit evaluations of its customers’ financial condition and extends credit to virtually all of its customers on an uncollateralized basis. Credit losses to date have been insignificant and within management’s expectations. The Company provides an allowance for doubtful accounts that is based upon a review of outstanding receivables, historical collection information, expected future losses, and existing economic conditions. As of December 31, 2023, there was no allowance for doubtful accounts. As of December 31, 2023, substantially all of the Company’s accounts receivable are due from a single customer.
Inventories	Inventories Inventories consist of product acquired in the ENTADFI and Proteomedix transactions. Inventories are stated at the lower of cost or net realizable value, with cost determined on a first -in -out -moving -saleable -saleable -down
Property and Equipment	Property and Equipment Property and equipment consists of laboratory equipment, computers, and office furniture and fixtures, all of which are recorded at cost. Depreciation is recorded using the straight -line two ten
Acquisitions	Acquisitions The Company evaluates acquisitions to first determine whether a set of assets acquired constitutes a business and should be accounted for as a business combination. If the assets acquired are not a business, the transaction is accounted as an asset acquisition in accordance with Accounting Standards Codification (“ASC”) 805 -50 Asset Acquisitions -50 -qualifying of accounting. Under the acquisition method, assets acquired, and liabilities assumed are recorded at their respective fair values. The excess of the fair value of consideration transferred over the fair value of the net assets acquired is recorded as goodwill. Acquisition related expenses are expensed as incurred, and are included in selling, general and administrative expense in the consolidated statements of operations and comprehensive loss.
Goodwill and Other Intangible Assets	Goodwill and Other Intangible Assets Goodwill represents the excess of the cost of a business combination over the fair value of the net assets acquired. Goodwill and intangible assets deemed to have indefinite lives are not amortized but are subject to impairment tests on an annual basis, and whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Goodwill is allocated to the reporting unit from which it was created. A reporting unit is an operating segment or sub -segment -likely-than-not Intangible assets with finite lives are reported at cost, less accumulated amortization, and are amortized over their estimated useful lives, starting when sales for the related product begin. Amortization is calculated using the straight -line During the ordinary course of business, the Company has entered into certain license and asset purchase agreements. Potential milestone payments for development, regulatory, and commercial milestones are recorded when the milestone is probable of achievement. Upon a milestone being achieved, the associated milestone payment is capitalized and amortized over the remaining useful life for approved products, or expensed as research and development expense for milestones relating to products whose FDA approval has not yet been obtained.
Impairment of Long-Lived Assets	Impairment of Long-Lived Assets The Company reviews long -lived -lived -lived -lived approximately $267,000 during the year ended December 31, 2023, related to implementation costs incurred under cloud computing hosting arrangements that were capitalized during the year. There were no other impairment losses on long -lived
Fair Value Measurements	Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a three -tier • • • In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Financial instruments, including cash, inventory, accounts receivable, receivables from related party, accounts payable, accrued liabilities, operating lease liabilities, and notes payable are carried at cost, which management believes approximates fair value due to the short -term The fair value of the contingent warrant liability that became issuable upon the closing of the private placements the Company closed on during 2022, the warrant inducement the Company closed on during 2023 (see Note 9), and the subscription agreement liability that was recorded in connection with a subscription agreement (see Note 8) are valued using significant unobservable measures and other fair value inputs, and are therefore classified as Level 3 financial instruments. The fair value of financial instruments measured on a recurring basis is as follows: As of December 31, 2023 Description Total Level 1 Level 2 Level 3 Liabilities: Contingent warrant liability $ 2,641 — — $ 2,641 Subscription agreement liability $ 864,000 — — $ 864,000 Total $ 866,641 $ — $ — $ 866,641 As of December 31, 2022 Description Total Level 1 Level 2 Level 3 Liabilities: Contingent warrant liability $ 14,021 — — $ 14,021 During the year ended December 31, 2023, in connection with the acquisition of Proteomedix, the Company recorded intangible assets, which were recognized at fair value (see Note 5). None of the Company’s other non -financial -recurring The following table summarizes the activity for the subscription agreement liability, using unobservable Level 3 inputs, for the year ended December 31, 2023: Subscription Agreement Liability Balance at December 31, 2022 $ — Fair value upon issuance 729,900 Change in fair value 134,100 Balance at December 31, 2023 $ 864,000 The following table summarizes the activity for the contingent warrant liability, using unobservable Level 3 inputs, for the years ended December 31, 2023 and 2022: Contingent Warrant Liability Balance at December 31, 2021 $ — Fair value at issuance 75,431 Change in fair value (61,410 ) Balance at December 31, 2022 14,021 Fair value at issuance 25,837 Reclassification to equity (129,184 ) Change in fair value 91,967 Balance at December 31, 2023 $ 2,641
Deferred Offering Costs	Deferred Offering Costs The Company capitalizes certain legal, professional accounting and other third -party -process -process
Leases	Leases The Company accounts for leases in accordance with ASC 842, Leases Operating lease right of use assets and operating lease liabilities are recognized on the lease commencement date. Operating lease right of use assets represent the Company’s right to use an underlying asset for the estimated lease term and operating lease liabilities represent the Company’s present value of its future lease payments. In assessing its lease and determining its lease liability at lease commencement or upon modification, the Company was not able to readily determine the rate implicit for its lessee arrangements, and thus has used its incremental borrowing rate on a collateralized basis to determine the present value of the lease payments. The Company’s right of use asset is measured as the balance of the lease liability plus or minus any prepaid or accrued lease payments and any unamortized initial direct costs. The operating lease payments are recognized as lease expense on a straight -line operations and comprehensive loss. Lease payments included in the measurement of the lease liability are comprised of fixed payments. If the Company’s lease agreements include renewal option periods, the Company includes such renewal options in its calculation of the estimated lease term when it determines the options are reasonably certain to be exercised. When such renewal options are deemed to be reasonably certain, the estimated lease term determined under ASC 842 will be greater than the non -cancelable Leases with an initial term of 12 months or less are not recorded on the consolidated balance sheet and the Company recognizes lease expense for these leases on a straight -line The Company additionally evaluates leases at their inception to determine if the leases are to be accounted for as an operating lease or a finance lease. Lease expense for operating leases is recognized on a straight -line -of-use -line
Defined Benefit Pension Plan	Defined Benefit Pension Plan Proteomedix sponsors a defined benefit pension plan (the “Swiss Plan”) covering its eligible Swiss employees. The Swiss Plan is government -mandated
Collaborative Agreements	Collaborative Agreements The Company periodically enters into strategic alliance agreements with counterparties to produce products and/or provide services to customers. Alliances created by such agreements are not legal entities, have no employees, no assets and have no true operations. These arrangements create contractual rights and the Company accounts for these alliances as a collaborative arrangement by reporting costs incurred and reimbursements received from transactions within research and development expense within the consolidated statements of operations and comprehensive loss.
Revenue Recognition	Revenue Recognition During the year ended December 31, 2023, the Company recorded approximately $59,000 of revenue, which was solely generated from Proteomedix development services from the period from the acquisition date of December 15, 2023, through December 31, 2023. Proteomedix provides a range of services to life sciences customers referred to as “Development Services” including testing for biomarker discovery, assay design and development. These Development Services are performed under individual statement of work (“SOW”) arrangements with specific deliverables defined by the customer. Development Services are generally performed on a time and materials basis. During the performance and through completion of the service to the customer in accordance with the SOW, the Company has the right to bill the customer for the agreed upon price and recognizes the Development Services revenue over the period estimated to complete the SOW. The Company generally identifies each SOW as a single performance obligation. Completion of the service and satisfaction of the performance obligation under a SOW is typically evidenced by access to the data or test made available to the customer or any other form or applicable manner of delivery defined in the SOW. However, for certain SOWs under which work is performed pursuant to the customer’s highly customized specifications, the Company has the enforceable right to bill the customer for work completed, rather than upon completion of the SOW. For those SOWs, the Company recognizes revenue over a period of time during which the work is performed based on the expended efforts (inputs). As the performance obligation under the SOW is satisfied, any amounts earned as revenue and billed to the customer are included in accounts receivable. Any revenues earned but not yet billed to the customer as of the date of the consolidated financial statements are recorded as contract assets and are included in prepaids and other current assets as of the financial statement date, and these amounts as of December 31, 2023 are not significant. Amounts recorded in contract assets are reclassified to accounts receivable in our consolidated financial statements when the customer is invoiced according to the billing schedule in the contract. Accounts receivable was approximately $87,000 and $150,000 as of December 15, 2023, the date of acquisition of Proteomedix (see Note 5), and December 31, 2023, respectively. In circumstances where a SOW includes a variable consideration component, the Company estimates the amount of variable consideration that should be included in the transaction price utilizing either the expected value method or the most likely amount method, depending on which method is expected to better predict the amount of consideration to which the Company will be entitled. The value of variable consideration is included in the transaction price if, and to the extent, it is probable that a significant reversal of the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. These estimates are reassessed each reporting period, as required, and any adjustment required is recorded on a cumulative catch -up
Research and Development	Research and Development The Company expenses the cost of research and development as incurred. Research and development expenses include costs incurred in funding research and development activities, license fees, and other external costs. Advance payments for goods and services that will be used in future research and development activities are expensed when the activity has been performed or when the goods have been received rather than when the payment is made. Upfront and milestone payments due to third parties that perform research and development services on the Company’s behalf will be expensed as services are rendered or when the milestone is achieved. When billing terms under research and development contracts do not coincide with the timing of when the work is performed, the Company is required to make estimates of outstanding obligations as of period end to those third parties. Accrual estimates are based on several factors, including the Company’s knowledge of the progress towards completion of the research and development activities, invoicing to date under the contracts, communication from the research institution or other companies of any actual costs incurred during the period that have not yet been invoiced, and the costs included in the contracts. Significant judgments and estimates may be made in determining the accrued balances at the end of any reporting period. Actual results could differ from the estimates made by the Company. The historical accrual estimates made by the Company have not been materially different from the actual costs (see Note 6). In accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 730 -10-25-1 Research and Development,
Contingencies	Contingencies Accruals are recorded for loss contingencies when it is probable that a liability has been incurred and the amount of the related loss can be reasonably estimated. The Company evaluates, on a quarterly basis, developments in legal proceedings and other matters that could cause an increase or decrease in the amount of the liability that has been accrued previously. Considering facts known at the time of the assessment, the Company determines whether potential losses are considered reasonably possible or probable and whether they are estimable. Based upon this assessment, the Company carries out an evaluation of disclosure requirements and considers possible accruals in the consolidated financial statements.
Stock-Based Compensation	Stock-Based Compensation The Company expenses stock -based -employees -date -based -vesting -line The Company estimates the fair value of stock option grants using the Black -Scholes -based Expected Term -based -life Expected Volatility -specific Common Stock Fair Value Risk -Free Interest Rate -free Expected Dividend The Company recognizes forfeitures of equity awards as they occur.
Income Taxes	Income Taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the jurisdictions and years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rate is recognized in operations in the period that includes the enactment date. Deferred tax assets are reduced to estimated amounts expected to be realized by the use of a valuation allowance.
Comprehensive Loss	Comprehensive Loss The Company is required to report all components of comprehensive loss, including net loss, in the accompanying consolidated financial statements in the period in which they are recognized. Comprehensive loss is defined as the change in equity during a period from transactions and other events and circumstances from non -owner
Financial instruments	Financial instruments The Company determines the accounting classification of financial instruments that are issued, including its warrants and a subscription agreement, as either liability or equity, by first assessing whether the financial instruments are freestanding financial instruments, and if they meet liability classification in accordance with ASC 480, Distinguishing Liabilities from Equity -40 Derivatives and Hedging — Contracts in Entity’s Own Equity -40 -10 -classified If the instruments do not meet liability classification under ASC 480, the Company assesses the requirements under ASC 815 -40 -40 -40 -classified -classified
Preferred Stock	Preferred Stock The Company applies the guidance enumerated in ASC 480, when determining the classification and measurement of preferred stock. Preferred stock subject to mandatory redemption, if any, is classified as a liability and is measured at fair value. The Company classifies conditionally redeemable preferred stock, which includes preferred stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control, as temporary equity. At all other times, the Company classifies its preferred stock in stockholders’ equity.
Treasury Stock	Treasury Stock The Company records treasury stock activities under the cost method whereby the cost of the acquired stock is recorded as treasury stock.
Net Loss Per Share	Net Loss Per Share Basic loss per share is computed by dividing the net loss applicable to common shares by the weighted average number of common shares outstanding during the period. The weighted average number of shares of common stock outstanding includes (i) pre -funded it does not include any potentially dilutive securities or any unvested restricted stock of common stock. Certain restricted shares, although classified as issued and outstanding at December 31, 2023 are considered contingently returnable until the restrictions lapse and will not be included in the basic net loss per share calculation until the shares are vested. Unvested shares of the Company’s restricted stock do not contain non -forfeitable -dilutive The two -class -class The following securities were excluded from the computation of diluted shares outstanding for the periods presented, as they would have had an anti -dilutive Years Ended 2023 2022 Stock options 1,904,830 1,392,654 Warrants 7,899,661 5,264,274 Unvested restricted stock 256,580 — Common stock issuable upon conversion of Series A preferred stock 5,709,935 — Total 15,771,006 6,656,928
New Accounting Pronouncements	New Accounting Pronouncement s In November 2023, the FASB issued ASU No. 2023 -07 Improvements to Reportable Segment Disclosures In December 2023, the FASB issued ASU No. 2023 -09 ): Improvements to Income Tax Disclosures The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the accompanying consolidated financial statements.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Tables)	12 Months Ended
	Dec. 31, 2023
Accounting Policies [Abstract]
Schedule of Revenue by Geographical Area	The distribution of revenue by geographical area was as follows: Years Ended 2023 2022 United States $ — $ — Switzerland 58,465 — Total $ 58,465 $ —
Schedule of Long-lived by Geographical Area	The distribution of long -lived Years Ended 2023 2022 United States $ 10,956 $ 14,089 Switzerland 198,240 — Total $ 209,196 $ 14,089
Schedule of Fair Value of Financial Instruments Measured on a Recurring Basis	The fair value of financial instruments measured on a recurring basis is as follows: As of December 31, 2023 Description Total Level 1 Level 2 Level 3 Liabilities: Contingent warrant liability $ 2,641 — — $ 2,641 Subscription agreement liability $ 864,000 — — $ 864,000 Total $ 866,641 $ — $ — $ 866,641 As of December 31, 2022 Description Total Level 1 Level 2 Level 3 Liabilities: Contingent warrant liability $ 14,021 — — $ 14,021
Schedule of Activity for the Subscription Agreement Liability	The following table summarizes the activity for the subscription agreement liability, using unobservable Level 3 inputs, for the year ended December 31, 2023: Subscription Agreement Liability Balance at December 31, 2022 $ — Fair value upon issuance 729,900 Change in fair value 134,100 Balance at December 31, 2023 $ 864,000
Schedule of Activity for the Contingent Warrant Liability	The following table summarizes the activity for the contingent warrant liability, using unobservable Level 3 inputs, for the years ended December 31, 2023 and 2022: Contingent Warrant Liability Balance at December 31, 2021 $ — Fair value at issuance 75,431 Change in fair value (61,410 ) Balance at December 31, 2022 14,021 Fair value at issuance 25,837 Reclassification to equity (129,184 ) Change in fair value 91,967 Balance at December 31, 2023 $ 2,641
Schedule of Computation of Diluted Shares Outstanding	The following securities were excluded from the computation of diluted shares outstanding for the periods presented, as they would have had an anti -dilutive Years Ended 2023 2022 Stock options 1,904,830 1,392,654 Warrants 7,899,661 5,264,274 Unvested restricted stock 256,580 — Common stock issuable upon conversion of Series A preferred stock 5,709,935 — Total 15,771,006 6,656,928

Balance Sheet Details (Tables)

Balance Sheet Details (Tables)	12 Months Ended
	Dec. 31, 2023
Disclosure Text Block Supplement [Abstract]
Schedule of Inventories	Inventories primarily relate to ENTADFI ® December 31, 2023 December 31, 2022 Raw materials $ 139,208 $ — Work-in-process 194,805 — Finished goods 30,039 — Total $ 364,052 $ —
Schedule of Prepaid Expenses and Other Current Assets	Prepaid expenses and other current assets consisted of the following as of December 31, 2023 and 2022: December 31, 2023 December 31, 2022 Prepaid insurance $ 122,004 $ 148,789 Prepaid regulatory fees 312,551 — Prepaid research and development 89,195 231,981 Prepaid professional fees 70,708 — Prepaid other 175,695 88,462 Total $ 770,153 $ 469,232
Schedule of Intangible Assets	Intangible assets, which were recorded during the year ended December 31, 2023 in connection with the ENTADFI and Proteomedix acquisitions (see Note 5), is comprised of customer relationships, product rights for developed technology, and a trade name, and consisted of the following as of December 31, 2023: Cost Impairment Effect of Currency Translation Balance Cost basis: Trade name $ 9,018,000 $ — $ 294,739 $ 9,312,739 Product rights for developed technology 28,447,771 (14,610,128 ) 344,514 14,182,157 Customer relationships 1,891,000 — 61,803 1,952,803 Total $ 39,356,771 $ (14,610,128 ) $ 701,056 $ 25,447,699 Amortization Balance Accumulated amortization: Trade name $ — $ — Product rights for developed technology (31,213 ) (31,213 ) Customer relationships (5,599 ) (5,599 ) Total $ (36,812 ) $ (36,812 ) Intangible assets, net $ 25,410,887
Schedule of Annual Amortization Expense	Future annual amortization expense related to the Company’s finite lived intangible assets is as follows as of December 31, 2023: Years ending December 31, 2024 $ 1,012,870 2025 1,326,837 2026 1,326,837 2027 1,326,837 2028 1,326,837 Thereafter 9,777,930 Total $ 16,098,148
Schedule of Goodwill	Goodwill was recorded during the year ended December 31, 2023, in connection with the Proteomedix acquisition (see Note 5), and consisted of the following as of December 31, 2023: December 31, 2023 Balance as of December 31, 2022 $ — PMX Transaction goodwill 53,914,055 Effect of currency translation 1,762,087 Balance as of December 31, 2023 $ 55,676,142
Schedule of Accrued Expenses	Accrued expenses consisted of the following as of December 31, 2023 and 2022: December 31, 2023 December 31, 2022 Accrued research and development $ 616,707 $ 847,747 Accrued compensation 487,579 1,132,859 Accrued deferred offering costs 125,000 125,000 Accrued professional fees 550,415 — Accrued implementation fees 93,787 — Other accrued expenses 265,849 125,922 Accrued franchise taxes 60,530 177,600 Total $ 2,199,867 $ 2,409,128

Acquisitions (Tables)

Acquisitions (Tables)	12 Months Ended
	Dec. 31, 2023
Acquisitions [Abstract]
Schedule of Aggregate Consideration Transferred for the Assets Acquired	The following table summarizes the aggregate consideration transferred for the assets acquired by the Company in connection with the Veru APA: Consideration Transferred Consideration transferred at closing $ 6,000,000 Fair value of notes payable issued 12,947,000 Transaction costs 79,771 Total consideration transferred $ 19,026,771 The acquisition -date Consideration Transferred Common stock $ 875,484 Series B convertible preferred stock 64,236,085 Total consideration transferred $ 65,111,569
Schedule of Assets Acquired	The following table summarizes the assets acquired with the Veru APA: Assets Recognized Inventory $ 1,120,000 ENTADFI ® 17,906,771 Total fair value of identifiable assets acquired $ 19,026,771
Schedule of Fair Value of the Proteomedix Stock Options	The fair value of the Proteomedix stock options assumed as part of the PMX Transaction was determined using a Black -Scholes Exercise price $1.15 – 28.83 Stock price $ 128.11 Term (years) 0.17 – 3.59 Expected stock price volatility 90% Risk-free rate of interest 4.07% – 5.47%
Schedule of Estimated Fair Values of Assets Acquired and Liabilities	The following table summarizes the preliminary estimated fair values of the assets acquired and liabilities assumed at the acquisition date: Net Assets Recognized Cash $ 1,056,578 Accounts receivable 87,445 Inventories 80,593 Prepaid expenses and other current assets 114,615 Right of use asset 149,831 Property and equipment, net 39,779 Trade name 9,018,000 Customer relationships 1,891,000 Product rights for developed technology 10,541,000 Goodwill 53,914,055 Total assets acquired 76,892,896 Accounts payable (234,029 ) Accrued expenses (732,814 ) Operating lease liability (149,831 ) Deferred tax liability (2,994,669 ) Pension benefit obligation (548,384 ) Note payable (115,096 ) Total liabilities assumed (4,774,823 ) Net assets 72,118,073 Less non-controlling interest (7,006,504 ) Net assets acquired $ 65,111,569
Schedule of Consolidated Statements of Operations and Comprehensive Loss	The amounts of revenue and loss of Proteomedix, included in the Company’s consolidated statements of operations and comprehensive loss from the Acquisition Date through December 31, 2023 are as follows: Revenue $ 58,465 Net loss $ 315,688 Unaudited For the Years Ended December 31, 2023 2022 Revenue $ 2,601,310 $ 392,460 Net loss 38,577,046 16,326,247

Subscription Agreement (Tables)

Subscription Agreement (Tables)	12 Months Ended
	Dec. 31, 2023
Subscription Agreement [Abstract]
Schedule of Assumptions Used in Monte-Carlo Model, Which Utilizes Level 3 Inputs	The significant assumptions used in the Monte -Carlo December 18, 2023 December 31, 2023 Exercise price $ 0.25 $ 0.25 Term (years) 1.5 1.2 Expected stock price volatility 100 % 95 % Risk-free rate of interest 4.64 % 4.64 %

Convertible Redeemable Prefer_2

Convertible Redeemable Preferred Stock and Stockholders' Equity (Tables)	12 Months Ended
	Dec. 31, 2023
Convertible Redeemable Preferred Stock and Stockholders [Abstract]
Schedule of Fair Value of the Preferred Investment Options	The increase in the fair value of the preferred investment options as a result of the exchange was approximately $860,000, and was determined using the Black -Scholes Original Exchanged Exercise price $ 6.65 $ 2.546 Term (years) 3.67 5.0 Expected stock price volatility 116.2 % 120.2 % Risk-free rate of interest 3.16 % 2.98 %
Schedule of Valuation of the Contingent Warrant Liability	The following significant assumptions were used in the valuation of the contingent warrant liability, related to the August Contingent Warrants, as of the date of the August 2022 Private Placement and as of December 31, 2022: August 11, 2022 December 31, 2022 Exercise price $ 3.3938 $ 3.3938 Term (years) 5.00 4.61 Expected stock price volatility 127.8 % 120.8 % Risk-free rate of interest 2.98 % 4.03 %
Schedule of Outstanding Warrants, Excluding Contingent 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 year ended December 31, 2023: Number of Weighted Weighted Outstanding as of December 31, 2022 5,910,914 $ 2.37 4.7 Granted 5,121,601 1.10 Exercised (3,132,854 ) 0.865 Cancelled — — Outstanding as of December 31, 2023 7,899,661 1.68 4.3 Warrants vested and exercisable as of December 31, 2023 7,899,661 $ 1.68 4.3
Schedule of Stock Options	The following summarizes activity related to the Company’s stock options under the 2019 Plan and the 2022 Plan for the year ended December 31, 2023: Number of Weighted Total Weighted (in years) Outstanding as of December 31, 2022 1,392,654 $ 3.30 $ 670,161 8.2 Granted 962,154 0.48 — — Forfeited/cancelled (404,058 ) 4.87 — — Exercised (45,920 ) 0.01 45,920 — Outstanding as of December 31, 2023 1,904,830 1.63 94,239 8.4 Options vested and exercisable as of December 31, 2023 861,177 $ 2.23 $ 94,239 7.1
Schedule of Fair Value of Options Granted	The fair value of options granted in 2023 and 2022 was estimated using the following assumptions: For the For the Exercise price $0.26 – 1.29 $1.06 – 6.45 Term (years) 5.00 – 10.00 5.00 – 10.00 Expected stock price volatility 101.1% – 119.5 112.6% – 121.2% Risk-free rate of interest 3.5% – 4.7% 2.9% – 4.3%
Schedule of Unvested Restricted Stock	On August 16, 2023 and October 4, 2023, upon their respective resignations, the Company’s former CEO and former CFO forfeited 150,000 Number of Weighted Nonvested as of December 31, 2022 — $ — Granted 512,940 1.01 Forfeited/cancelled (250,110 ) 1.02 Vested (6,250 ) 1.03 Nonvested as of December 31, 2023 256,580 $ 1.03
Schedule of Stock-Based Compensation Expense	Stock -based For the Years Ended December 31, 2023 2022 Selling, general and administrative $ 234,298 $ 1,309,687 Research and development 95,462 664,879 Total $ 329,760 $ 1,974,566

Income Taxes (Tables)

Income Taxes (Tables)	12 Months Ended
	Dec. 31, 2023
Income Taxes [Abstract]
Schedule of Loss Before Income Tax	The components of loss before income taxes are as follows: For the Years Ended December 31, 2023 2022 U.S. $ (37,106,599 ) $ (13,419,830 ) Foreign (315,688 ) — Total loss before income taxes $ (37,422,287 ) $ (13,419,830 )
Schedule of Deferred Tax Assets and Liabilities	The tax effects of the temporary differences and carryforwards that give rise to deferred tax assets and liabilities consist of the following: As of December 31, 2023 2022 Deferred tax assets: Net-operating loss carryforward $ 10,214,760 $ 2,986,738 Intangibles 3,349,919 885,176 Capitalized research and development 1,171,320 — Stock-based compensation 690,760 308,552 Deposit on WraSer APA 854,896 — Accrued compensation 150,099 186,573 License agreement 49,157 82,626 Other 520,207 65,886 Gross deferred tax assets 17,001,118 4,515,551 Valuation allowance (15,697,701 ) (4,512,546 ) Deferred tax assets, net of allowance $ 1,303,417 $ 3,005 Deferred tax liabilities: Intangible assets (4,345,449 ) — Fixed assets (2,560 ) (3,005 ) Other (29,189 ) — Total deferred tax liabilities $ (4,377,198 ) $ (3,005 ) Net deferred tax liability $ (3,073,781 ) $ —
Schedule of Income Taxes Differs from the Statutory Federal Rate	The provision for income taxes on earnings subject to income taxes differs from the statutory Federal rate at December 31, 2023 and 2022, due to the following: For the Years Ended December 31, 2023 2022 Expected income tax benefit at Federal statutory tax rate $ (7,858,680 ) $ (2,818,164 ) State and local taxes, net of Federal tax benefit (1,192,605 ) (501,277 ) Research credits — (16,477 ) Foreign NOL expirations 315,927 — Stock-based compensation 196,025 — Subscription agreement liability 181,440 — Officer’s compensation (126,337 ) — Acquisition related costs 164,073 — Permanent items 55,486 194,705 State rate adjustment (23,135 ) 19,600 Other 60,599 (37,260 ) Change in valuation allowance 8,214,614 3,158,873 Income tax benefit $ (12,593 ) $ —
Schedule of Unrecognized Tax Benefits	A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows: For the Years Ended December 31, 2023 2022 Beginning balance $ 17,010 $ — Increases related to prior year tax positions — 11,517 Increases related to current year tax positions — 5,493 Ending balance $ 17,010 $ 17,010

Retirement Plans (Tables)

Retirement Plans (Tables)	12 Months Ended
	Dec. 31, 2023
Retirement Plan [Abstract]
Schedule of Benefit Obligation and the Net Periodic Benefit Cost	The following significant actuarial assumptions were used in calculating the benefit obligation and the net periodic benefit cost Discount rate 1.45 % Expected long-term rate of return on plan assets 1.45 % Rate of compensation increase 3.00 %
Schedule of Accompanying Consolidated Balance Sheet	The components of net periodic benefit cost for the period from December 15, 2023 to December 31, 2023 are as follows: Service cost $ 4,278 Interest cost 1,943 Expected return on plan assets (1,581 ) Amortization of net (gain)/loss (1,534 ) Settlements (gain)/loss (1,157 ) Total $ 1,949
Schedule of Accumulated Comprehensive Loss	The components of accumulated comprehensive loss attributable to the Company’s pension plan for the period from December 15, 2023 to December 31, 2023 are as follows: Net loss (gain) $ 7,277 Amortization of net gain 1,534 Effect of settlement 1,157 Other adjustments (4,005 ) Total recorded during the period $ 5,963
Schedule of Accompanying Consolidated Balance Sheet	As of December 31, 2023, the funded status of the plan and the amounts recognized in the accompanying consolidated balance sheet are as follows: Projected benefit obligation $ 2,299,970 Fair value of plan assets 1,743,674 Overfunded (underfunded) status $ (556,296 )
Schedule of the Beginning and Ending Balances of the Accumulated Benefit Obligation	A reconciliation of the beginning and ending balances of the accumulated benefit obligation is provided in the table below: As of December 15, 2023 2,288,273 Service cost 4,278 Interest cost 1,943 Actuarial (gain) loss 7,979 Benefits paid (905 ) Ordinary contributions paid by employees 4,005 Contributions paid by plan participants 769 Settlements (6,372 ) Projected benefit obligation as of December 31, 2023 2,299,970 Actuarial (gain)/loss due to assumption changes 8,834 Actuarial (gain)/loss due to plan experience (855 ) Accumulated benefit obligation as of December 31, 2023 $ 2,307,949 A reconciliation of the beginning and ending balances of the plan assets is provided in the table below: As of December 15, 2023 $ 1,739,889 Actual return on plan assets 2,283 Contributions paid by employer 4,005 Ordinary contributions paid by employees 4,005 Contributions paid by plan participants 769 Benefits paid (905 ) Settlements (6,372 ) As of December 31, 2023 $ 1,743,674
Schedule of Benefit Payments	Projected benefit payments for the next five years as of December 31, 2023 are as follows: Years ending December 31, 2024 $ — 2025 95,100 2026 95,100 2027 95,100 2028 95,100 Thereafter 553,900 Total $ 934,300

Organization and Basis of Pre_2

Organization and Basis of Presentation (Details) - USD ($)		12 Months Ended
	Feb. 23, 2022	Dec. 31, 2023	Dec. 31, 2022	Dec. 15, 2023
Organization and Basis of Presentation [Line Items]
Reclassifications cash flow activity		$ 23,000
Offering costs	$ 17,100,000		$ 18,400,000
Convertible preferred stock shares (in Shares)	5,626,365
Proteomedix [Member]
Organization and Basis of Presentation [Line Items]
Subsidiary owned, percentage				100%
IPO [Member]
Organization and Basis of Presentation [Line Items]
Common stock (in Shares)	2,222,222
Public of per share (in Dollars per share)	$ 9
Offering costs	$ 2,900,000
Onconetix [Member]
Organization and Basis of Presentation [Line Items]
Equity interest ownership percentage				100%

Going Concern and Management__2

Going Concern and Management’s Plans (Details) - USD ($)		12 Months Ended
	Jan. 23, 2024	Dec. 31, 2023	Dec. 31, 2022
Going Concern and Management’s Plans [Line Items]
Proceeds from preferred investment		$ 2,300,000
Cash		4,554,335	$ 25,752,659
Working capital deficit		11,400,000
Accumulated deficit		$ (56,800,000)
Private Placement [Member]
Going Concern and Management’s Plans [Line Items]
Net proceeds			$ 33,100,000
Subsequent Event [Member]
Going Concern and Management’s Plans [Line Items]
Proceeds from preferred investment	$ 4,600,000

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Details)	12 Months Ended
	Dec. 31, 2023 USD ($)	Dec. 15, 2023 USD ($)
Summary of Significant Accounting Policies (Details) [Line Items]
Operating segment	1
Inventory reserve	$ 1,200,000
Useful lives	15 years
Depreciation expense	$ 7,000
Impairment loss	14,700,000
Impairment loss of long lived assets	267,000
Revenue	59,000
Accounts receivable	$ 87,000	$ 150,000
Property and Equipment [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Useful lives	2 years
Maximum [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Useful lives	10 years

Summary of Significant Accoun_4

Summary of Significant Accounting Policies (Details) - Schedule of Revenue by Geographical Area - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Revenue, Major Customer [Line Items]
Total revenue	$ 58,465
United States [Member]
Revenue, Major Customer [Line Items]
Total revenue
Switzerland [Member]
Revenue, Major Customer [Line Items]
Total revenue	$ 58,465

Summary of Significant Accoun_5

Summary of Significant Accounting Policies (Details) - Schedule of Long-lived by Geographical Area - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Revenues from External Customers and Long-Lived Assets [Line Items]
Total long-lived asset	$ 209,196	$ 14,089
United States [Member]
Revenues from External Customers and Long-Lived Assets [Line Items]
Total long-lived asset	10,956	14,089
Switzerland [Member]
Revenues from External Customers and Long-Lived Assets [Line Items]
Total long-lived asset	$ 198,240

Summary of Significant Accoun_6

Summary of Significant Accounting Policies (Details) - Schedule of Fair Value of Financial Instruments Measured on a Recurring Basis - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Liabilities:
Contingent warrant liability	$ 2,641	$ 14,021
Subscription agreement liability	864,000
Total	866,641
Level 1 [Member]
Liabilities:
Contingent warrant liability
Subscription agreement liability
Total
Level 2 [Member]
Liabilities:
Contingent warrant liability
Subscription agreement liability
Total
Level 3 [Member]
Liabilities:
Contingent warrant liability	2,641	$ 14,021
Subscription agreement liability	864,000
Total	$ 866,641

Summary of Significant Accoun_7

Summary of Significant Accounting Policies (Details) - Schedule of Activity for the Subscription Agreement Liability - Subscription Agreement Liability [Member]	12 Months Ended
	Dec. 31, 2023 USD ($)
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Balance at beginning
Fair value upon issuance	729,900
Change in fair value	134,100
Balance at ending	$ 864,000

Summary of Significant Accoun_8

Summary of Significant Accounting Policies (Details) - Schedule of Activity for the Contingent Warrant Liability - Contingent Warrant Liability [Member] - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Balance at beginning	$ 14,021
Fair value at issuance	25,837	75,431
Reclassification to equity	(129,184)
Change in fair value	91,967	(61,410)
Balance at ending	$ 2,641	$ 14,021

Summary of Significant Accoun_9

Summary of Significant Accounting Policies (Details) - Schedule of Computation of Diluted Shares Outstanding - shares	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive securities	15,771,006	6,656,928
Stock options [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive securities	1,904,830	1,392,654
Warrants [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive securities	7,899,661	5,264,274
Unvested restricted stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive securities	256,580
Common stock issuable upon conversion of Series A preferred stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive securities	5,709,935

Balance Sheet Details (Details)

Balance Sheet Details (Details) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Balance Sheet Details (Details) [Line Items]
Estimated useful lives	15 years
Amortization expense related to intangible assets	$ 36,812
Cost of revenue	31,000
Selling, general, and administrative expenses	6,000	$ 1,300,000
Impairment charge	14,700,000
Impairment charge of long-lived assets	$ 3,500,000
Weighted-average remaining amortization period	13 years 6 months
Indefinite life intangible assets	$ 9,300,000
ENTADFI [Member]
Balance Sheet Details (Details) [Line Items]
Amortization expense related to intangible assets	37,000
Impairment charge of long-lived assets	3,300,000
Product Rights Intangible Asset [Member]
Balance Sheet Details (Details) [Line Items]
Amortization expense related to intangible assets	31,213
Impairment charge	14,600,000
Fixed Assets [Member]
Balance Sheet Details (Details) [Line Items]
Impairment charge	$ 100,000
Proteomedix [Member]
Balance Sheet Details (Details) [Line Items]
Estimated useful lives	15 years
ENTADFI [Member]
Balance Sheet Details (Details) [Line Items]
Estimated useful lives	6 years

Balance Sheet Details (Detail_2

Balance Sheet Details (Details) - Schedule of Inventories - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Schedule of Inventories [Abstract]
Raw materials	$ 139,208
Work-in-process	194,805
Finished goods	30,039
Total	$ 364,052

Balance Sheet Details (Detail_3

Balance Sheet Details (Details) - Schedule of Prepaid Expenses and Other Current Assets - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Schedule of Prepaid Expenses and Other Current Assets [Abstract]
Prepaid insurance	$ 122,004	$ 148,789
Prepaid regulatory fees	312,551
Prepaid research and development	89,195	231,981
Prepaid professional fees	70,708
Prepaid other	175,695	88,462
Total	$ 770,153	$ 469,232

Balance Sheet Details (Detail_4

Balance Sheet Details (Details) - Schedule of Intangible Assets - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Cost basis:
Cost	$ 39,356,771
Impairment	(14,610,128)
Effect of Currency Translation	701,056
Intangible assets, gross	25,447,699
Accumulated amortization:
Amortization	(36,812)
Effect of Currency Translation	(36,812)
Intangible assets, net	25,410,887
Trade name [Member]
Cost basis:
Cost	9,018,000
Impairment
Effect of Currency Translation	294,739
Intangible assets, gross	9,312,739
Accumulated amortization:
Amortization
Effect of Currency Translation
Product rights for developed technology [Member]
Cost basis:
Cost	28,447,771
Impairment	(14,610,128)
Effect of Currency Translation	344,514
Intangible assets, gross	14,182,157
Accumulated amortization:
Amortization	(31,213)
Effect of Currency Translation	(31,213)
Customer relationships [Member]
Cost basis:
Cost	1,891,000
Impairment
Effect of Currency Translation	61,803
Intangible assets, gross	1,952,803
Accumulated amortization:
Amortization	(5,599)
Effect of Currency Translation	$ (5,599)

Balance Sheet Details (Detail_5

Balance Sheet Details (Details) - Schedule of Annual Amortization Expense	Dec. 31, 2023 USD ($)
Schedule of Annual Amortization Expense [Abstract]
2024	$ 1,012,870
2025	1,326,837
2026	1,326,837
2027	1,326,837
2028	1,326,837
Thereafter	9,777,930
Total	$ 16,098,148

Balance Sheet Details (Detail_6

Balance Sheet Details (Details) - Schedule of Goodwill	12 Months Ended
	Dec. 31, 2023 USD ($)
Schedule of Goodwill [Abstract]
Goodwill Beginning Balance
PMX Transaction goodwill	53,914,055
Effect of currency translation	1,762,087
Goodwill Ending Balance	$ 55,676,142

Balance Sheet Details (Detail_7

Balance Sheet Details (Details) - Schedule of Accrued Expenses - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Schedule of Accrued Expenses [Member]
Accrued research and development	$ 616,707	$ 847,747
Accrued compensation	487,579	1,132,859
Accrued deferred offering costs	125,000	125,000
Accrued professional fees	550,415
Accrued implementation fees	93,787
Other accrued expenses	265,849	125,922
Accrued franchise taxes	60,530	177,600
Total	$ 2,199,867	$ 2,409,128

Acquisitions (Details)

Acquisitions (Details) - USD ($)			1 Months Ended	12 Months Ended
	Dec. 15, 2023	Oct. 03, 2023	Apr. 19, 2023	Dec. 31, 2023	Dec. 31, 2022	Sep. 26, 2023
Acquisitions [Line Items]
Royalty sales percentage			6%
Sales payments amount			$ 22,500,000
Business acquisition, description				(i) $3.5 million in cash at signing of the WraSer APA; (ii) $4.5 million in cash on the later of (x) 90 days after the signing of the WraSer APA or (y) the date that all closing conditions under the WraSer APA are met or otherwise waived (the “WraSer Closing Date”); (iii) 1.0 million shares of the Company’s common stock (the “Closing Shares”) issuable on the WraSer Closing Date, and (iv) $500,000 in cash one year from the WraSer Closing Date.
Aggregate shares (in Shares)		5,709,935		149,173
Business transaction years				5 years
Inventory fair value				$ 300,000
Impairment charge				$ 14,700,000
Impairment rate				100%
Cash payment amount						$ 500,000
Initial payment amount				$ 3,500,000
Company payments				3,500,000
Payment as deposit				3,500,000
Cash target amount				1,100,000
Initial payment				$ 3,500,000
Voting interest percentage	100%
Issuance of common stock (in Shares)	3,675,414
Royalty rate				6%
Fair value				$ 2,613,011	$ 860,204
Related cost				$ 1,500,000
Series B Convertible Preferred Stock [Member]
Acquisitions [Line Items]
Issuance of common stock (in Shares)	2,696,729
Number of shares (in Shares)	100
ENTADFI [Member]
Acquisitions [Line Items]
Estimated using discount percentage				8.20%
Trade Names [Member]
Acquisitions [Line Items]
Discount rate				10%
Customer Relationships [Member]
Acquisitions [Line Items]
Discount rate				10%
Product Rights Developed Technology [Member]
Acquisitions [Line Items]
Impairment charge				$ 14,600,000
Discount rate				8%
Discount rate thereafter				16%
Management Services Agreement [Member]
Acquisitions [Line Items]
Cash payment amount				$ 4,500,000
WraSer APA [Member]
Acquisitions [Line Items]
Business acquisition, description				(i) $2.2 million to be paid at closing, (ii) $2.3 million, to be paid in monthly installments of $150,000 commencing January 2024 and (iii) 789 shares of Series A Preferred Stock to be paid at closing
Cash payment amount				$ 4,500,000
Bankruptcy Court [Member]
Acquisitions [Line Items]
Business acquisition, description				The amendment also reduced the number of products the Company was acquiring by excluding pain medications and including only (i) Ciprofloxacin 0.3% and Fluocinolone 0.025% Otic Solution, under the trademark OTOVEL and its Authorized Generic Version approved under US FDA NDA No. 208251, (ii) Ciprofloxacin 0.2% Otic solution, under the trademark CETRAXAL, and (iii) Vorapaxar Sulfate tablets under the trademark Zontivity approved under US FDA NDA N204886.
WraSer MSA [Member]
Acquisitions [Line Items]
Payment as deposit				$ 3,500,000
PMX Transaction [Member] | Series B Preferred Stock [Member]
Acquisitions [Line Items]
Issuance of common stock (in Shares)				269,672,900
Asset Purchase Agreement [Member]
Acquisitions [Line Items]
Consideration amount			100,000,000
ENTADFI [Member]
Acquisitions [Line Items]
Consideration amount			$ 20,000,000
Business acquisition, description				(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.
Business acquisition, description				$4.0 million note payable originally due on September 30, 2023 was deemed paid and fully satisfied upon (1) the payment to the Seller of $1.0 million in cash on September 29, 2023, and (2) the issuance to the Seller by October 3, 2023 of 3,000 shares of Series A Convertible Preferred Stock (the “Series A Preferred Stock”) of the Company (see Note 9)
Impairment charge				$ 1,200,000
Milestone Payments [Member]
Acquisitions [Line Items]
Consideration amount				$ 80,000,000
Business acquisition, description				(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.
Pharmaceutical Services, LLC [Member]
Acquisitions [Line Items]
Business acquisition, description				(i) $5.0 million is payable upon the first time the Company achieves net sales from ENTADFI® of $100.0 million during a calendar year, (ii) $7.5 million is payable upon the first time the Company achieves net sales from ENTADFI® of $200.0 million during a calendar year, and (3) $10.0 million is payable upon the first time the Company achieves net sales from ENTADFI® of $300.0 million during a calendar year.
Proteomedix [Member]
Acquisitions [Line Items]
Business acquisition, description				i) the Company obtained 100% of the outstanding common stock and voting interest of PMX, (ii) at closing of the PMX Transaction, the PMX shareholders were issued approximately 17% of Onconetix’s outstanding common stock and none of the former PMX shareholders held more than 5% of Onconetix’s common stock individually, (iii) the composition of executive management and the governing body did not change sufficiently to give PMX or its former shareholders control over these functions within Onconetix, and (iv) Onconetix was significantly larger when considering both total assets and operations.
Fair value				$ 7,000,000
Fair Value Consideration Transferred [Member]
Acquisitions [Line Items]
Consideration transferred total				$ 65,111,569

Acquisitions (Details) - Schedu

Acquisitions (Details) - Schedule of Aggregate Consideration Transferred for the Assets Acquired	12 Months Ended
	Dec. 31, 2023 USD ($)
Aggregate Consideration Transferred [Member]
Asset Acquisition [Line Items]
Consideration transferred at closing	$ 6,000,000
Fair value of notes payable issued	12,947,000
Transaction costs	79,771
Total consideration transferred	19,026,771
Fair Value Consideration Transferred [Member]
Asset Acquisition [Line Items]
Common stock	875,484
Series B convertible preferred stock	64,236,085
Total consideration transferred	$ 65,111,569

Acquisitions (Details) - Sche_2

Acquisitions (Details) - Schedule of Assets Acquired - Assets Recognized [Member]	12 Months Ended
	Dec. 31, 2023 USD ($)
Asset Acquisition [Line Items]
Inventory	$ 1,120,000
ENTADFI® Intangible	17,906,771
Total fair value of identifiable assets acquired	$ 19,026,771

Acquisitions (Details) - Sche_3

Acquisitions (Details) - Schedule of Fair Value of the Proteomedix Stock Options - Stock Option [Member]	Dec. 31, 2023
Stock price [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Fair value of measurement input	128.11
Expected stock price volatility [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Fair value of measurement input	90
Minimum [Member] | Term (years) [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Fair value of measurement input	0.17
Minimum [Member] | Risk-free rate of interest [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Fair value of measurement input	4.07
Maximum [Member] | Term (years) [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Fair value of measurement input	3.59
Maximum [Member] | Risk-free rate of interest [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Fair value of measurement input	5.47

Acquisitions (Details) - Sche_4

Acquisitions (Details) - Schedule of Estimated Fair Values of Assets Acquired and Liabilities - Business Acquisition [Member]	Dec. 31, 2023 USD ($)
Acquisitions (Details) - Schedule of Estimated Fair Values of Assets Acquired and Liabilities [Line Items]
Cash	$ 1,056,578
Accounts receivable	87,445
Inventories	80,593
Prepaid expenses and other current assets	114,615
Right of use asset	149,831
Property and equipment, net	39,779
Trade name	9,018,000
Customer relationships	1,891,000
Product rights for developed technology	10,541,000
Goodwill	53,914,055
Total assets acquired	76,892,896
Accounts payable	(234,029)
Accrued expenses	(732,814)
Operating lease liability	(149,831)
Deferred tax liability	(2,994,669)
Pension benefit obligation	(548,384)
Note payable	(115,096)
Total liabilities assumed	(4,774,823)
Net assets	72,118,073
Less non-controlling interest	(7,006,504)
Net assets acquired	$ 65,111,569

Acquisitions (Details) - Sche_5

Acquisitions (Details) - Schedule of Consolidated Statements of Operations and Comprehensive Loss - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Proteomedix [Member]
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items]
Revenue	$ 58,465
Net loss	315,688
PMX Transaction [Member]
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items]
Revenue	2,601,310	$ 392,460
Net loss	$ 38,577,046	$ 16,326,247

Significant Agreements (Details

Significant Agreements (Details) - USD ($)					1 Months Ended	12 Months Ended
	Jul. 29, 2023	Feb. 01, 2023	May 21, 2021	Dec. 31, 2018	Dec. 31, 2023	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2018	Jul. 21, 2023
Significant Agreements [Line Items]
Services payments					$ 4,278
Assets					87,518,032	$ 87,518,032	$ 26,310,447
Research and development expenses						1,949,406	4,129,688
Accounts payable					$ 1,800,000	$ 1,800,000
Accrued expenses							669,000
Royalty net sales percentage						4%
Percentage of product					2%	2%
Royalty rates								25%
Aggregate payments								$ 51,250,000
Development milestones costs						$ 500,000
License fee						100,000
Total amount of fee expenses	$ 800,000
Maturity term	Jul. 14, 2025
Expense related to contract						3,100,000
Minimum [Member]
Significant Agreements [Line Items]
Other party payments		$ 2,100,000
Royalties percentage		2%
Maximum [Member]
Significant Agreements [Line Items]
Other party payments		$ 4,750,000
Royalties percentage		4%
Regulatory milestones [Member]
Significant Agreements [Line Items]
Development milestones costs						1,250,000
Commercial milestones [Member]
Significant Agreements [Line Items]
Development milestones costs						58,000,000
Vendor Agreement [Member]
Significant Agreements [Line Items]
Sales-related services fee									$ 29,100,000
Ology Bioservices, Inc [Member]
Significant Agreements [Line Items]
Aggregate agreement amount initial agreement						4,000,000
Services payments						100,000
Aggregate amount			$ 2,800,000
Cost plus, percentage			15%
Assets					$ 137,000	137,000	137,000
Research and development expenses						15,000	1,329,000
Accounts payable					$ 685,000	$ 685,000	$ 476,000
CHMC Agreement [Member]
Significant Agreements [Line Items]
Commercial sale term						10 years
Royalty net sales percentage						5%
Royalty rates						50%
Revenue rate						25%
Option fee						$ 50,000
Aggregate payments						$ 59,750,000
Oxford University Innovation Limited [Member]
Significant Agreements [Line Items]
Royalty net sales percentage								6%
Royalty rates								3%
Royalty payment								$ 250,000
Maintenance fee								10,000
Oxford University Innovation Limited [Member] | Regulatory milestones [Member]
Significant Agreements [Line Items]
Development milestones costs				$ 9,500,000
Oxford University Innovation Limited [Member] | Commercial milestones [Member]
Significant Agreements [Line Items]
Development milestones costs				39,500,000
Oxford University Innovation Limited [Member] | Development milestone [Member]
Significant Agreements [Line Items]
Development milestones costs				$ 2,250,000
Oxford University Innovation Limited [Member] | OUI Agreement [Member]
Significant Agreements [Line Items]
Maintenance fee								$ 20,000
St. Jude Children’s Hospital [Member]
Significant Agreements [Line Items]
Royalty rates						5%
Aggregate payments						$ 1,900,000
Percentage of consideration received					15%	15%
License fee						$ 5,000
Annual maintenance fee						10,000
St. Jude Children’s Hospital [Member] | Regulatory milestones [Member]
Significant Agreements [Line Items]
Development milestones costs						600,000
St. Jude Children’s Hospital [Member] | Commercial milestones [Member]
Significant Agreements [Line Items]
Development milestones costs						1,000,000
St. Jude Children’s Hospital [Member] | Development milestone [Member]
Significant Agreements [Line Items]
Development milestones costs						$ 300,000
University of Texas Health Science Center at San Antonio [Member]
Significant Agreements [Line Items]
Royalty net sales percentage						3%
Royalty rates						20%
Aggregate payments						$ 2,200,000
University of Texas Health Science Center at San Antonio [Member] | Commercial milestones [Member]
Significant Agreements [Line Items]
Development milestones costs						1,500,000
University of Texas Health Science Center at San Antonio [Member] | Development milestone [Member]
Significant Agreements [Line Items]
Development milestones costs						$ 700,000
University of Texas Health Science Center at San Antonio [Member] | UT Health Agreement [Member]
Significant Agreements [Line Items]
Royalty net sales percentage						5%
Co Development Agreement [Member]
Significant Agreements [Line Items]
Research and development expenses						$ 21,000
Laborator Corporation of America [Member]
Significant Agreements [Line Items]
Description of licensed products						•        After the first sale of Proclarix as a laboratory developed test, Labcorp will pay an amount in the mid-six figures,•        after Labcorp achieves a certain amount in the low seven figures in net sales of Licensed Products, Labcorp will pay Proteomedix an amount in the low seven figures,•        after a certain amount in the mid-seven figures in net sales of Licensed Products, Labcorp will pay Proteomedix an amount in the low seven figures.

Notes Payable (Details)

Notes Payable (Details)		9 Months Ended	12 Months Ended
	Sep. 29, 2023 USD ($)	Sep. 29, 2023 USD ($)	Dec. 31, 2023 USD ($)	Dec. 31, 2023 CHF (SFr)	Dec. 31, 2022 USD ($)	Sep. 30, 2024 USD ($)	Apr. 19, 2024 USD ($)	Oct. 03, 2023 shares	Sep. 30, 2023 USD ($)
Notes Payable [Line Items]
Average discount rate, percentage			8.20%	8.20%
Interest expense			$ 700,000
Unamortized debt discount			400,000
Note payable originally due	$ 4,000,000	$ 4,000,000
Note payable originally due	Sep. 30, 2023
Cash payment to the seller	$ 1,000,000
Loss on extinguishment of note payable		$ 490,000	$ (490,000)
Principal payments due			2024 years	2024 years
Loan payable			$ 118,857
Proteomedix Acquisition [Member]
Notes Payable [Line Items]
Proteomedix acquisition (in Francs) | SFr				SFr 100,000
Series A Preferred Stock [Member]
Notes Payable [Line Items]
Issuance shares (in Shares) | shares								3,000
Conversion of debt			$ 3,000,000
Series A Preferred Stock [Member] | Measurement Input, Price Volatility [Member]
Notes Payable [Line Items]
Aggregate equity value measurement input			100
Series A Preferred Stock [Member] | Measurement Input, Risk Free Interest Rate [Member]
Notes Payable [Line Items]
Aggregate equity value measurement input			4.6
Series A Preferred Stock [Member] | Measurement Input, Expected Term [Member]
Notes Payable [Line Items]
Aggregate equity value measurement input			5
Asset Purchase Agreement [Member]
Notes Payable [Line Items]
Principal payment									$ 4,000,000
Maturity date			Apr. 19, 2024	Apr. 19, 2024
Accrue interest rate			10%
Note Payable [Member]
Notes Payable [Line Items]
Maturity date			Sep. 30, 2024	Sep. 30, 2024
ENTADFI [Member]
Notes Payable [Line Items]
Principal payment			$ 10,000,000
Accrue interest rate			8.20%
Principal amounts			$ 1,100,000
Forecast [Member] | Asset Purchase Agreement [Member]
Notes Payable [Line Items]
Principal payment						$ 5,000,000	$ 5,000,000

Subscription Agreement (Details

Subscription Agreement (Details) - USD ($) $ / shares in Units, $ in Millions	12 Months Ended
	Dec. 31, 2023	Dec. 18, 2023	Oct. 09, 2022
Subscription Agreement [Line Items]
Sale of units		20,000,000
Share of common stock			200,000
Price per unit (in Dollars per share)	$ 0.25	$ 0.25
Fair value of Subscription agreement liability (in Dollars)	$ 0.8
Fair value of subscription agreement liability (in Dollars)	$ 0.9
Estimated probability percentage	55%
Common Stock [Member]
Subscription Agreement [Line Items]
Share of common stock		1
Warrant [Member]
Subscription Agreement [Line Items]
Share of common stock		0.3

Subscription Agreement (Detai_2

Subscription Agreement (Details) - Schedule of Assumptions Used in Monte-Carlo Model, Which Utilizes Level 3 Inputs - Level 3 Inputs [Member]	Dec. 31, 2023	Dec. 18, 2023
Exercise Price [Member]
Schedule of Assumptions Used in Monte-Carlo Model, Which Utilizes Level 3 Inputs [Line Items]
Significant assumptions	0.25	0.25
Term [Member]
Schedule of Assumptions Used in Monte-Carlo Model, Which Utilizes Level 3 Inputs [Line Items]
Significant assumptions	1.2	1.5
Expected Stock Price Volatility [Member]
Schedule of Assumptions Used in Monte-Carlo Model, Which Utilizes Level 3 Inputs [Line Items]
Significant assumptions	95	100
Risk-free Rate of Interest [Member]
Schedule of Assumptions Used in Monte-Carlo Model, Which Utilizes Level 3 Inputs [Line Items]
Significant assumptions	4.64	4.64

Convertible Redeemable Prefer_3

Convertible Redeemable Preferred Stock and Stockholders' Equity (Details) - Part 1 - USD ($) $ / shares in Units, $ in Millions	12 Months Ended
	Dec. 31, 2023	Dec. 15, 2023	Oct. 03, 2023	Sep. 29, 2023	Dec. 31, 2022	Apr. 19, 2022	Feb. 23, 2022
Convertible Redeemable Preferred Stock and Stockholders' Equity (Details) - Part 1 [Line Items]
Common stock, shares authorized	250,000,000				250,000,000
Number of shares of common stock issued	22,841,975				15,724,957
Liquidation preference (in Dollars per share)							$ 0.00001
Par value (in Dollars per share)	$ 0.00001				$ 0.00001
Notes payable due (in Dollars)			$ 3
Preferred investment option price per share (in Dollars per share)	$ 0.5254				$ 1.52	$ 6.775
Preferred stock designated	5,709,935	2,696,729
Common Stock [Member]
Convertible Redeemable Preferred Stock and Stockholders' Equity (Details) - Part 1 [Line Items]
Number of shares of common stock issued					10,000,000
Preferred Stock [Member]
Convertible Redeemable Preferred Stock and Stockholders' Equity (Details) - Part 1 [Line Items]
Liquidation preference (in Dollars per share)	$ 0.00001
Preferred stock, shares							1,150,000
Series Seed Convertible Preferred Stock [Member]
Convertible Redeemable Preferred Stock and Stockholders' Equity (Details) - Part 1 [Line Items]
Preferred stock, shares	1,150,000
Series Seed Convertible Preferred Stock [Member] | Preferred Stock [Member]
Convertible Redeemable Preferred Stock and Stockholders' Equity (Details) - Part 1 [Line Items]
Preferred stock, shares	1,150,000
Series A Preferred Stock [Member]
Convertible Redeemable Preferred Stock and Stockholders' Equity (Details) - Part 1 [Line Items]
Preferred stock, shares	10,000
Preferred stock, share issued			3,000
Liquidation per shares (in Dollars per share)	$ 1,000
Shares of common stock rate	19.99%
Series B Preferred Stock [Member]
Convertible Redeemable Preferred Stock and Stockholders' Equity (Details) - Part 1 [Line Items]
Preferred stock, shares	2,700,000
Preferred stock designated		2,700,000
Series B Preferred Stock [Member] | Common Stock [Member]
Convertible Redeemable Preferred Stock and Stockholders' Equity (Details) - Part 1 [Line Items]
Preferred stock designated	269,672,900
Series A Convertible Preferred Stock [Member]
Convertible Redeemable Preferred Stock and Stockholders' Equity (Details) - Part 1 [Line Items]
Liquidation preference (in Dollars per share)	$ 0.00001				$ 0.00001
Preferred stock, shares	10,000				0
Preferred stock, share issued	3,000				0
Series A Convertible Preferred Stock [Member] | Preferred Stock [Member]
Convertible Redeemable Preferred Stock and Stockholders' Equity (Details) - Part 1 [Line Items]
Preferred stock, shares				10,000
Preferred stock, share issued			3,000

Convertible Redeemable Prefer_4

Convertible Redeemable Preferred Stock and Stockholders' Equity (Details) - Part 2 - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 15, 2023	Apr. 19, 2022	Feb. 23, 2022
Convertible Redeemable Preferred Stock and Stockholders' Equity (Details) - Part 2 [Line Items]
Preferred stock designated	5,709,935		2,696,729
Stock options vested	100				5,626,365
Percentage of issued of common stock	20%
Percentage of outstanding of common stock	20%
Preferred investment option price per share (in Dollars per share)	$ 0.5254	$ 1.52		$ 6.775
Percentage of cumulative dividends		8%
Netting proceeds (in Dollars)		$ 50,000,000
Original issue price		300%
Cumulative dividends (in Dollars)					$ 1,586,162
Dividends per share (in Dollars per share)					$ 1.38
IPO [Member]
Convertible Redeemable Preferred Stock and Stockholders' Equity (Details) - Part 2 [Line Items]
Preferred investment options outstanding		1,146,138
Preferred Stock [Member]
Convertible Redeemable Preferred Stock and Stockholders' Equity (Details) - Part 2 [Line Items]
Preferred stock, shares					1,150,000
Series B Preferred Stock [Member]
Convertible Redeemable Preferred Stock and Stockholders' Equity (Details) - Part 2 [Line Items]
Preferred stock designated			2,700,000
Preferred stock, shares	2,700,000
Series B Preferred Stock [Member] | Common Stock [Member]
Convertible Redeemable Preferred Stock and Stockholders' Equity (Details) - Part 2 [Line Items]
Preferred stock designated	269,672,900
Series Seed Preferred Stock [Member]
Convertible Redeemable Preferred Stock and Stockholders' Equity (Details) - Part 2 [Line Items]
Preferred stock, shares	1,150,000
Series Seed Preferred Stock [Member] | IPO [Member]
Convertible Redeemable Preferred Stock and Stockholders' Equity (Details) - Part 2 [Line Items]
Preferred stock, share issued		1,146,138
Series Seed Preferred Stock [Member] | Preferred Stock [Member]
Convertible Redeemable Preferred Stock and Stockholders' Equity (Details) - Part 2 [Line Items]
Preferred stock, shares	1,150,000

Convertible Redeemable Prefer_5

Convertible Redeemable Preferred Stock and Stockholders' Equity (Details) - Part 3 - USD ($)							1 Months Ended	12 Months Ended
	Nov. 18, 2022	Nov. 10, 2022	Aug. 31, 2022	Apr. 30, 2022	Feb. 23, 2022	Feb. 17, 2022	Oct. 31, 2022	Dec. 31, 2023	Dec. 31, 2022	Dec. 15, 2023	May 24, 2022	Apr. 19, 2022
Convertible Redeemable Preferred Stock and Stockholders' Equity (Details) - Part 3 [Line Items]
Common stock issued (in Dollars)						$ 2,222,222
Issued shares										3,675,414
Common stock per share (in Dollars per share)						$ 9
Percentage of underwriting discount					8%
Offering costs (in Dollars)					$ 17,100,000
Warrants to purchase								111,111
Exercise price per share (in Dollars per share)				$ 0.001				$ 10.35
Restricted common stock issued							93,466
Warrant liability (in Dollars)							$ 10,000	$ 729,900
Selling, general and administrative expense (in Dollars)							$ 254,000	$ 14,770,678	$ 9,351,552
Expected term								5 years
Expected volatility								117.80%
Risk-free interest rate								4.24%
Dividend yield								0%
Shares remaining repurchased								4,500,000
Number of shares of common stock issued								22,841,975	15,724,957
Warrants shares								149,173
Stock options vested					5,626,365			100
Preferred investment option price per share (in Dollars per share)								$ 0.5254	$ 1.52			$ 6.775
Cancelled preferred investment options			1,289,148	1,180,812
(in Dollars)								$ 50,000
Reduction of additional paid in capital (in Dollars)								$ 39,000
April 2022 Private Placement [Member]
Convertible Redeemable Preferred Stock and Stockholders' Equity (Details) - Part 3 [Line Items]
Exercise price per share (in Dollars per share)											$ 0.001	$ 6.774
Dividend yield								0%
Number of shares of common stock issued				590,406
Warrants shares				590,406
Stock options vested												1,180,812
Preferred investment option price per share (in Dollars per share)				$ 6.65
Private placement were approximatel (in Dollars)				$ 6,900,000
April Contingent Warrants [Member]
Convertible Redeemable Preferred Stock and Stockholders' Equity (Details) - Part 3 [Line Items]
Warrants shares								70,849
Value of liability (in Dollars)								$ 36,000
August 2022 Private Placement [Member]
Convertible Redeemable Preferred Stock and Stockholders' Equity (Details) - Part 3 [Line Items]
Exercise price per share (in Dollars per share)			$ 2.714					$ 2.546
Warrant liability (in Dollars)								$ 8,000
Number of shares of common stock issued			1,350,000
Warrants shares			2,333,280					227,497
Stock options vested			4,972,428
Preferred investment option price per share (in Dollars per share)			$ 2.715
Private placement were approximatel (in Dollars)			$ 8,700,000
Cancelled preferred investment options				1,180,812
Pre-funded warrants exercised								646,640	1,686,640
Investment options								2,486,214
Reduced exercise price (in Dollars per share)								$ 1.09
Preferred investment options outstanding								2,486,214
Increase in fair value of the preferred investment options (in Dollars)								$ 860,000
August Contingent Warrants [Member]
Convertible Redeemable Preferred Stock and Stockholders' Equity (Details) - Part 3 [Line Items]
Exercise price per share (in Dollars per share)			$ 3.3938
Warrants shares								70,849	298,346
Warrants issued			298,346					70,849
Contingent warrant liability shares (in Dollars)								$ 149,173
Common Stock [Member]
Convertible Redeemable Preferred Stock and Stockholders' Equity (Details) - Part 3 [Line Items]
Common stock issued (in Dollars)								$ 22,841,975	$ 15,724,957
Common stock outstanding								22,324,576	15,265,228
Restricted common stock issued							200,000	512,940	293,466
Number of shares of common stock issued									10,000,000
Treasury Stocks [Member]
Convertible Redeemable Preferred Stock and Stockholders' Equity (Details) - Part 3 [Line Items]
Shares remaining repurchased		5,000,000						57,670	459,729
Price per share (in Dollars per share)	$ 2	$ 1						$ 1.02	$ 1.23
Aggregate common stock value (in Dollars)								$ 59,000	$ 600,000
Maximum [Member]
Convertible Redeemable Preferred Stock and Stockholders' Equity (Details) - Part 3 [Line Items]
Expected term								10 years	10 years
Expected volatility								119.50%	121.20%
Risk-free interest rate								4.70%	4.30%
Minimum [Member]
Convertible Redeemable Preferred Stock and Stockholders' Equity (Details) - Part 3 [Line Items]
Expected term								5 years	5 years
Expected volatility								101.10%	112.60%
Risk-free interest rate								3.50%	2.90%
H.C. Wainwright & Co., LLC [Member]
Convertible Redeemable Preferred Stock and Stockholders' Equity (Details) - Part 3 [Line Items]
Preferred investment option price per share (in Dollars per share)				$ 8.46875
Private placement were approximatel (in Dollars)				$ 85,000
Issued shares of common stock				70,849
Aggregate number of shares percentage				6%
H.C. Wainwright & Co., LLC [Member] | April 2022 Private Placement [Member]
Convertible Redeemable Preferred Stock and Stockholders' Equity (Details) - Part 3 [Line Items]
Expected term								4 years
Expected volatility								117%
Risk-free interest rate								4%
H.C. Wainwright & Co., LLC [Member] | April Contingent Warrants [Member]
Convertible Redeemable Preferred Stock and Stockholders' Equity (Details) - Part 3 [Line Items]
Preferred investment option price per share (in Dollars per share)				$ 8.46875
April Contingent Warrants issue				70,849
H.C. Wainwright & Co., LLC [Member] | August 2022 Private Placement [Member]
Convertible Redeemable Preferred Stock and Stockholders' Equity (Details) - Part 3 [Line Items]
(in Dollars)			$ 85,000
H.C. Wainwright & Co., LLC [Member] | August Wainwright Warrants [Member]
Convertible Redeemable Preferred Stock and Stockholders' Equity (Details) - Part 3 [Line Items]
Exercise price per share (in Dollars per share)			$ 3.3938
Warrants shares			220,997
Aggregate number of shares percentage			6%
H.C. Wainwright & Co., LLC [Member] | Maximum [Member]
Convertible Redeemable Preferred Stock and Stockholders' Equity (Details) - Part 3 [Line Items]
Placement agent fee and management fee percentage				7.50%
H.C. Wainwright & Co., LLC [Member] | Maximum [Member] | August 2022 Private Placement [Member]
Convertible Redeemable Preferred Stock and Stockholders' Equity (Details) - Part 3 [Line Items]
Placement agent fee and management fee percentage			7.50%
H.C. Wainwright & Co., LLC [Member] | Minimum [Member]
Convertible Redeemable Preferred Stock and Stockholders' Equity (Details) - Part 3 [Line Items]
Placement agent fee and management fee percentage				1%
H.C. Wainwright & Co., LLC [Member] | Minimum [Member] | August 2022 Private Placement [Member]
Convertible Redeemable Preferred Stock and Stockholders' Equity (Details) - Part 3 [Line Items]
Placement agent fee and management fee percentage			1%
Restricted Stock [Member]
Convertible Redeemable Preferred Stock and Stockholders' Equity (Details) - Part 3 [Line Items]
Expected term								6 months
Expected volatility								96.36%
Risk-free interest rate								4.09%
Dividend yield								0%

Convertible Redeemable Prefer_6

Convertible Redeemable Preferred Stock and Stockholders' Equity (Details) - Part 4 - USD ($)

1 Months Ended

12 Months Ended

Oct. 04, 2023

Oct. 04, 2023

Oct. 03, 2023

Aug. 16, 2023

Aug. 02, 2023

Jul. 31, 2023

May 31, 2023

May 09, 2023

Mar. 29, 2023

Oct. 09, 2022

Aug. 11, 2022

Oct. 31, 2022

Dec. 31, 2023

Dec. 31, 2022

Feb. 23, 2023

Aug. 31, 2022

Apr. 30, 2022

Convertible Redeemable Preferred Stock and Stockholders' Equity (Details) - Part 4 [Line Items]

Shares of common stock

2,486,214

Fixed commission rate

3%

Reduced exercised price (in Dollars per share)

$ 1.09

$ 3.94

Aggregate net proceeds (in Dollars)

$ 2,300,000

$ 2,300,000

Shares unissued

911,214

Fees and expenses of legal (in Dollars)

$ 50,000

$ 50,000

Non-accountable expenses (in Dollars)

$ 35,000

Purchase of common stock

5,709,935

149,173

Exercise price per share (in Dollars per share)

$ 10.35

$ 0.001

Percentage of common stock

6%

Warrants issuable

298,346

298,346

Equity issuance cost. (in Dollars)

$ 205,093

Warrants shares

149,173

Warrants recognized (in Dollars)

$ 129,184

Warrant liability (in Dollars)

$ 10,000

$ 729,900

Expected term

5 years

Expected volatility

117.80%

Risk-free interest rate

4.24%

Dividend yield

0%

Outstanding warrants

111,111

70,849

Fair value per share (in Dollars per share)

$ 0.2

Weighted average grant date fair value (in Dollars per share)

$ 0.41

$ 3.4

Aggregate fair value of stock options (in Dollars)

$ 700,000

$ 2,100,000

Stock options granted

709,768

100,000

options granted exercise price (in Dollars per share)

$ 0.4305

Grant date fair value of stock option (in Dollars)

$ 200,000

$ 1,800,000

Recognized stock based compensation expense (in Dollars)

$ 100,000

$ 100,000

Restricted shares granted

25,440

150,000

Vesting period

4 years

Weighted average exercise price (in Dollars per share)

$ 3.46

Vested weighted average exercise price (in Dollars per share)

$ 3.17

Vested weighted average term

4 years 193 days

Intrinsic value of options outstanding (in Dollars)

$ 7,400,000

Vested intrinsic value (in Dollars)

$ 7,100,000

Stock option

47,990

2019 Equity Incentive Plan [Member]

Convertible Redeemable Preferred Stock and Stockholders' Equity (Details) - Part 4 [Line Items]

Common stock reserved for issuance

1,400,000

2022 Equity Incentive Plan [Member]

Convertible Redeemable Preferred Stock and Stockholders' Equity (Details) - Part 4 [Line Items]

Common stock reserved for issuance

1,600,000

2022 Plan [Member]

Convertible Redeemable Preferred Stock and Stockholders' Equity (Details) - Part 4 [Line Items]

Common stock reserved for issuance

3,150,000

2,600,000

Available shares

718,402

January 2024 [Member]

Convertible Redeemable Preferred Stock and Stockholders' Equity (Details) - Part 4 [Line Items]

Restricted shares granted vest

50%

August 2024 [Member]

Convertible Redeemable Preferred Stock and Stockholders' Equity (Details) - Part 4 [Line Items]

Restricted shares granted vest

25%

August 2025 [Member]

Convertible Redeemable Preferred Stock and Stockholders' Equity (Details) - Part 4 [Line Items]

Restricted shares granted vest

25%

PMX Option Plan [Member]

Convertible Redeemable Preferred Stock and Stockholders' Equity (Details) - Part 4 [Line Items]

Expected term

11 years

Stock option outstanding shares

58,172

Stock options outstanding

57,276

Weighted average period

5 years 131 days

Vested weighted average term

5 years 73 days

Unrecognized stock based compensation (in Dollars)

$ 100,000

Weighted average period

2 years 357 days

Common Stock [Member]

Convertible Redeemable Preferred Stock and Stockholders' Equity (Details) - Part 4 [Line Items]

Shares of common stock

4,972,428

Exercisable shares of common stock

45,920

165,452

Minimum [Member]

Convertible Redeemable Preferred Stock and Stockholders' Equity (Details) - Part 4 [Line Items]

Issued shares of common stock

1,575,000

Percentage of gross proceeds

1%

Expected term

5 years

5 years

Expected volatility

101.10%

112.60%

Risk-free interest rate

3.50%

2.90%

Maximum [Member]

Convertible Redeemable Preferred Stock and Stockholders' Equity (Details) - Part 4 [Line Items]

Issued shares of common stock

2,486,214

Percentage of gross proceeds

7.50%

Expected term

10 years

10 years

Expected volatility

119.50%

121.20%

Risk-free interest rate

4.70%

4.30%

Warrant Inducement [Member]

Convertible Redeemable Preferred Stock and Stockholders' Equity (Details) - Part 4 [Line Items]

(in Dollars per share)

$ 2.546

April 2022 Private Placement [Member]

Convertible Redeemable Preferred Stock and Stockholders' Equity (Details) - Part 4 [Line Items]

Outstanding warrants

2,707,211

August 2022 Private Placement [Member]

Convertible Redeemable Preferred Stock and Stockholders' Equity (Details) - Part 4 [Line Items]

Outstanding warrants

5,121,601

Exercisable shares of common stock

7,899,661

Warrants [Member]

Convertible Redeemable Preferred Stock and Stockholders' Equity (Details) - Part 4 [Line Items]

Exercise price per share (in Dollars per share)

$ 1.3625

Equity issuance cost. (in Dollars)

$ 2,600,000

Warrants recognized (in Dollars)

122,000

Warrant liability (in Dollars)

$ 129,000

Expected term

5 years

Expected volatility

117.80%

Risk-free interest rate

4.24%

Dividend yield

0%

Value of liability (in Dollars)

$ 26,000

August Contingent Warrants [Member]

Convertible Redeemable Preferred Stock and Stockholders' Equity (Details) - Part 4 [Line Items]

Exercise price per share (in Dollars per share)

$ 3.3938

Warrants issuable

447,519

Warrants shares

70,849

298,346

Fair value of the contingent warrant liability (in Dollars)

$ 3,000

$ 14,000

Chief Executive Officer [Member]

Convertible Redeemable Preferred Stock and Stockholders' Equity (Details) - Part 4 [Line Items]

Stock options granted

200,000

Recognized stock based compensation expense (in Dollars)

$ 1,500,000

Stock options forfeited

487,965

Restricted shares granted

487,500

Forfeited shares of restricted stock

150,000

CBO’s [Member]

Convertible Redeemable Preferred Stock and Stockholders' Equity (Details) - Part 4 [Line Items]

Stock options granted

200,000

Recognized stock based compensation expense (in Dollars)

$ 165,000

Restricted shares granted

75,000

Chief Financial Officer [Member]

Convertible Redeemable Preferred Stock and Stockholders' Equity (Details) - Part 4 [Line Items]

Stock options forfeited

250,000

Restricted shares granted

150,000

Forfeited shares of restricted stock

75,000

Board of Directors [Member]

Convertible Redeemable Preferred Stock and Stockholders' Equity (Details) - Part 4 [Line Items]

Stock options granted

72,223

Grant date fair value of stock option (in Dollars)

$ 200,000

Recognized stock based compensation expense (in Dollars)

$ 200,000

Aggregate of stock options

32,517

Inducement PIO Shares [Member]

Convertible Redeemable Preferred Stock and Stockholders' Equity (Details) - Part 4 [Line Items]

Exercise price per share (in Dollars per share)

$ 1.3625

Market Offering Agreement [Member]

Convertible Redeemable Preferred Stock and Stockholders' Equity (Details) - Part 4 [Line Items]

Shares of common stock

3,900,000

Stock Option [Member]

Convertible Redeemable Preferred Stock and Stockholders' Equity (Details) - Part 4 [Line Items]

Unrecognized stock based compensation (in Dollars)

$ 345,000

Weighted average period

1 year 288 days

Unvested Restricted Stock [Member]

Convertible Redeemable Preferred Stock and Stockholders' Equity (Details) - Part 4 [Line Items]

Unrecognized stock based compensation (in Dollars)

$ 35,000

Weighted average period

1 year 208 days

Convertible Redeemable Prefer_7

Convertible Redeemable Preferred Stock and Stockholders' Equity (Details) - Schedule of Fair Value of the Preferred Investment Options	12 Months Ended
	Dec. 31, 2023 $ / shares
Original [Member]
Schedule of Fair Value of the Preferred Investment Options [Line Items]
Exercise price (in Dollars per share)	$ 6.65
Term (years)	3 years 8 months 1 day
Expected stock price volatility	116.20%
Risk-free rate of interest	3.16%
Exchanged [Member]
Schedule of Fair Value of the Preferred Investment Options [Line Items]
Exercise price (in Dollars per share)	$ 2.546
Term (years)	5 years
Expected stock price volatility	120.20%
Risk-free rate of interest	2.98%

Convertible Redeemable Prefer_8

Convertible Redeemable Preferred Stock and Stockholders' Equity (Details) - Schedule of Valuation of the Contingent Warrant Liability - Private Placement [Member] - $ / shares	Dec. 31, 2022	Aug. 11, 2022
Schedule of Valuation of the Contingent Warrant Liability [Line Items]
Exercise price (in Dollars per share)	$ 3.3938	$ 3.3938
Term (years)	4 years 7 months 9 days	5 years
Expected stock price volatility	120.80%	127.80%
Risk-free rate of interest	4.03%	2.98%

Convertible Redeemable Prefer_9

Convertible Redeemable Preferred Stock and Stockholders' Equity (Details) - Schedule of Outstanding Warrants, Excluding Contingent Warrants - Warrant [Member] - $ / shares		12 Months Ended
	Dec. 31, 2022	Dec. 31, 2023
Schedule of Outstanding Warrants, Excluding Contingent Warrants [Line Items]
Number of Shares, ending	5,910,914	7,899,661
Weighted Average Exercise Price, ending	$ 2.37	$ 1.68
Weighted Average Remaining Contractual Life, ending	4 years 8 months 12 days	4 years 3 months 18 days
Number of Shares, Warrants vested and exercisable		7,899,661
Weighted Average Exercise Price, Warrants vested and exercisable		$ 1.68
Weighted Average Remaining Contractual Life, Warrants vested and exercisable		4 years 3 months 18 days
Number of Shares, Granted		5,121,601
Weighted Average Exercise Price, Granted		$ 1.1
Number of Shares, Exercised		(3,132,854)
Weighted Average Exercise Price, Exercised		$ 0.865
Number of Shares, Cancelled
Weighted Average Exercise Price, Cancelled

Convertible Redeemable Prefe_10

Convertible Redeemable Preferred Stock and Stockholders' Equity (Details) - Schedule of Stock Options - Stock Options [Member] - USD ($)		12 Months Ended
	Dec. 31, 2022	Dec. 31, 2023
Schedule of Stock Options [Line Items]
Number of Shares, ending	1,392,654	1,904,830
Weighted Average Exercise Price, ending	$ 3.3	$ 1.63
Total Intrinsic Value, ending	$ 670,161	$ 94,239
Weighted Average Remaining Contractual Life, ending	8 years 2 months 12 days	8 years 4 months 24 days
Number of Shares, Options vested and exercisable		861,177
Weighted Average Exercise Price, Options vested and exercisable		$ 2.23
Total Intrinsic Value, Options vested and exercisable		$ 94,239
Weighted Average Remaining Contractual Life, Options vested and exercisable		7 years 1 month 6 days
Number of Shares, Granted		962,154
Weighted Average Exercise Price, Granted		$ 0.48
Total Intrinsic Value, Granted
Number of Shares, Forfeited / cancelled		(404,058)
Weighted Average Exercise Price, Forfeited / cancelled		$ 4.87
Total Intrinsic Value, Forfeited / cancelled
Number of Shares, Exercised		(45,920)
Weighted Average Exercise Price, Exercised		$ 0.01
Total Intrinsic Value, Exercised		$ 45,920

Convertible Redeemable Prefe_11

Convertible Redeemable Preferred Stock and Stockholders' Equity (Details) - Schedule of Fair Value of Options Granted - $ / shares	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Minimum [Member]
Schedule of Fair Value of Options Granted [Line Items]
Exercise price (in Dollars per share)	$ 0.26	$ 1.06
Term (years)	5 years	5 years
Expected stock price volatility	101.10%	112.60%
Risk-free rate of interest	3.50%	2.90%
Maximum [Member]
Schedule of Fair Value of Options Granted [Line Items]
Exercise price (in Dollars per share)	$ 1.29	$ 6.45
Term (years)	10 years	10 years
Expected stock price volatility	119.50%	121.20%
Risk-free rate of interest	4.70%	4.30%

Convertible Redeemable Prefe_12

Convertible Redeemable Preferred Stock and Stockholders' Equity (Details) - Schedule of Unvested Restricted Stock	12 Months Ended
	Dec. 31, 2023 $ / shares shares
Schedule of Unvested Restricted Stock [Line Items]
Number of Shares, Outstanding at beginning | shares
Weighted Average Grant Date Fair Value, Outstanding at beginning | $ / shares
Number of Shares, Granted | shares	512,940
Weighted Average Grant Date Fair Value, Granted | $ / shares	$ 1.01
Number of Shares, Forfeited / cancelled | shares	(250,110)
Weighted Average Grant Date Fair Value, Forfeited / cancelled | $ / shares	$ 1.02
Number of Shares, Vested | shares	(6,250)
Weighted Average Grant Date Fair Value, Vested | $ / shares	$ 1.03
Number of Shares, Outstanding at ending | shares	256,580
Weighted Average Grant Date Fair Value, Outstanding at ending | $ / shares	$ 1.03

Convertible Redeemable Prefe_13

Convertible Redeemable Preferred Stock and Stockholders' Equity (Details) - Schedule of Stock-Based Compensation Expense - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Schedule of Stock-Based Compensation Expense [Line Items]
Total stock-based compensation expenses	$ 329,760	$ 1,974,566
Selling, general and administrative [Member]
Schedule of Stock-Based Compensation Expense [Line Items]
Total stock-based compensation expenses	234,298	1,309,687
Research and development [Member]
Schedule of Stock-Based Compensation Expense [Line Items]
Total stock-based compensation expenses	$ 95,462	$ 664,879

Commitments and Contingencies (

Commitments and Contingencies (Details) - USD ($)			12 Months Ended
	Oct. 09, 2022	May 01, 2022	Dec. 31, 2023	Dec. 31, 2022	Feb. 07, 2022
Commitments and Contingencies [Line Items]
Short-term lease		$ 14,000
Rent expense			$ 51,000
Variable lease expense			4,000	$ 12,000
Legal expense	$ 50,000		$ 50,000
Share issued of restricted common stock (in Shares)	200,000
Cancellation of warrants issued (in Shares)	111,111		70,849
Total restricted common stock issued	$ 264,000			263,924
Selling, general and administrative expenses			$ 6,000	$ 1,300,000
Percentage of subscription			2%
Aggregate payments			$ 59.75
Termination fee					$ 300,000
Related expense			209,000
Approximately amount paid			159,000
Accrued expenses			50,000
IPO [Member]
Commitments and Contingencies [Line Items]
Share issued of restricted common stock (in Shares)	93,466
Settlement Agreement [Member]
Commitments and Contingencies [Line Items]
Cash fee	$ 1,000,000
Zurich Switzerland [Member]
Commitments and Contingencies [Line Items]
Leases office rate			$ 74,000

Related Party Transactions (Det

Related Party Transactions (Details) - USD ($)	1 Months Ended	12 Months Ended
	Oct. 31, 2022	Dec. 31, 2023	Dec. 31, 2022	Sep. 30, 2023
Related Party Transactions [Line Items]
Fees under consulting agreement		$ 3,500,000
Selling, general, and administrative expenses	$ 254,000	$ 14,770,678	$ 9,351,552
Subscription agreement PMX investor percentage		5%
Non convertible debenture [Member]
Related Party Transactions [Line Items]
Principal amount		$ 5,000,000
CEO [Member]
Related Party Transactions [Line Items]
Related party transactions amounts			140,000
CBO [Member]
Related Party Transactions [Line Items]
Related party transactions amounts			100,000
Related Party [Member]
Related Party Transactions [Line Items]
Fees under consulting agreement			63,000
Related party receivable				$ 522,000
Receivable from related party			35,850
Selling, general, and administrative expenses		266,000
Repayment of related party		$ 159,000
Miscellaneous payments			$ 36,000

Income Taxes (Details)

Income Taxes (Details) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Income Taxes [Line Items]
State NOLs	$ (1,192,605)	$ (501,277)
Foreign NOLs	315,927
Valuation allowance	$ 11,200,000	3,200,000
Income tax percentage	50%
Unrecognized tax benefits	$ 17,010	$ 17,010
Operating Income (Loss) [Member]
Income Taxes [Line Items]
Federal income tax	27,900,000
Foreign income tax	18,000,000
State income tax	23,800,000
Federal NOL and state NOLs	$ 16,800,000
Taxable income	80%
State NOLs	$ 6,800,000
Foreign NOLs	$ 15,100,000

Income Taxes (Details) - Schedu

Income Taxes (Details) - Schedule of Loss Before Income Tax - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Schedule of Loss Before Income Tax [Abstract]
U.S.	$ (37,106,599)	$ (13,419,830)
Foreign	(315,688)
Total loss before income taxes	$ (37,422,287)	$ (13,419,830)

Income Taxes (Details) - Sche_2

Income Taxes (Details) - Schedule of Deferred Tax Assets and Liabilities - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Deferred tax assets:
Net-operating loss carryforward	$ 10,214,760	$ 2,986,738
Intangibles	3,349,919	885,176
Capitalized research and development	1,171,320
Stock-based compensation	690,760	308,552
Deposit on WraSer APA	854,896
Accrued compensation	150,099	186,573
License agreement	49,157	82,626
Other accrued expenses	520,207	65,886
Gross deferred tax assets	17,001,118	4,515,551
Valuation allowance	(15,697,701)	(4,512,546)
Deferred tax assets, net of allowance	1,303,417	3,005
Deferred tax liabilities:
Intangible assets	(4,345,449)
Fixed assets	(2,560)	(3,005)
Other	(29,189)
Total deferred tax liabilities	(4,377,198)	(3,005)
Net deferred tax liability	$ (3,073,781)

Income Taxes (Details) - Sche_3

Income Taxes (Details) - Schedule of Income Taxes Differs from the Statutory Federal Rate - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Schedule of Income Taxes Differs from the Statutory Federal Rate [Abstract]
Expected income tax benefit at Federal statutory tax rate	$ (7,858,680)	$ (2,818,164)
State and local taxes, net of Federal tax benefit	(1,192,605)	(501,277)
Research credits		(16,477)
Foreign NOL expirations	315,927
Stock-based compensation	196,025
Derivative liability	181,440
Officer’s compensation	(126,337)
Acquisition related costs	164,073
Permanent items	55,486	194,705
State rate adjustment	(23,135)	19,600
Other	60,599	(37,260)
Change in valuation allowance	8,214,614	3,158,873
Income tax benefit	$ (12,593)

Income Taxes (Details) - Sche_4

Income Taxes (Details) - Schedule of Unrecognized Tax Benefits - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Schedule of Unrecognized Tax Benefits [Abstract]
Beginning balance	$ 17,010
Ending balance	17,010	17,010
Increases related to prior year tax positions		11,517
Increases related to current year tax positions		$ 5,493

Retirement Plans (Details)

Retirement Plans (Details)		12 Months Ended
	Jan. 01, 2022	Dec. 31, 2023
Retirement Plan [Abstract]
Permits voluntary contributions	100%
Percentage of gross pay		3%
Debt securities and cash rate		38%
Equity securities rate		26%
Alternative investments rate		12%
Real estate investments rate		24%
Defined Benefit Plan, Net Periodic Benefit Cost (Credit) Excluding Service Cost, Statement of Income or Comprehensive Income [Extensible Enumeration]		Pension benefit obligation

Retirement Plans (Details) - Sc

Retirement Plans (Details) - Schedule of Benefit Obligation and the Net Periodic Benefit Cost	Dec. 31, 2023
Schedule of Benefit Obligation and the Net Periodic Benefit Cost [Abstract]
Discount rate	1.45%
Expected long-term rate of return on plan assets	1.45%
Rate of compensation increase	3%

Retirement Plans (Details) - _2

Retirement Plans (Details) - Schedule of Components of Net Periodic Benefit Cost	1 Months Ended
	Dec. 31, 2023 USD ($)
Schedule Of Components Of Net Periodic Benefit Cost Abstract
Service cost	$ 4,278
Interest cost	1,943
Expected return on plan assets	(1,581)
Amortization of net (gain)/loss	(1,534)
Settlements (gain)/loss	(1,157)
Total	$ 1,949

Retirement Plans (Details) - _3

Retirement Plans (Details) - Schedule of Accumulated Comprehensive Loss	12 Months Ended
	Dec. 31, 2023 USD ($)
Schedule of Accumulated Comprehensive Loss [Abstract]
Net loss (gain)	$ 7,277
Amortization of net gain	1,534
Effect of settlement	1,157
Other adjustments	(4,005)
Total recorded during the period	$ 5,963

Retirement Plans (Details) - _4

Retirement Plans (Details) - Schedule of Accompanying Consolidated Balance Sheet - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Schedule of Accompanying Consolidated Balance Sheet [Abstract]
Projected benefit obligation	$ 2,299,970
Fair value of plan assets	1,743,674
Overfunded (underfunded) status	$ (556,296)

Retirement Plans (Details) - _5

Retirement Plans (Details) - Schedule of the Beginning and Ending Balances of the Accumulated Benefit Obligation - USD ($)	1 Months Ended
	Dec. 31, 2023
Accumulated Benefit Obligation [Member]
Condensed Financial Statements, Captions [Line Items]
Defined Benefit Plan, Benefit Obligation Begining Balance	$ 2,288,273
Service cost	4,278
Interest cost	1,943
Actuarial (gain) loss	7,979
Benefits paid	(905)
Ordinary contributions paid by employees	4,005
Contributions paid by plan participants	769
Settlements	(6,372)
Projected benefit obligation as of December 31, 2023	2,299,970
Actuarial (gain)/loss due to assumption changes	8,834
Actuarial (gain)/loss due to plan experience	(855)
Defined Benefit Plan, Benefit Obligation Ending Balance	2,307,949
Plan Assets [Member]
Condensed Financial Statements, Captions [Line Items]
Defined Benefit Plan, Plan Assets Begining Balance	1,739,889
Actual return on plan assets	2,283
Contributions paid by employer	4,005
Ordinary contributions paid by employees	4,005
Contributions paid by plan participants	769
Benefits paid	(905)
Settlements	(6,372)
Defined Benefit Plan, Plan Assets Ending Balance	$ 1,743,674

Retirement Plans (Details) - _6

Retirement Plans (Details) - Schedule of Benefit Payments	Dec. 31, 2023 USD ($)
Schedule of Benefit Payments [Abstract]
2024
2025	95,100
2026	95,100
2027	95,100
2028	95,100
Thereafter	553,900
Total	$ 934,300

Subsequent Events (Details)

Subsequent Events (Details) - USD ($)		12 Months Ended
	Jan. 10, 2024	Dec. 31, 2023	Dec. 31, 2022	Jan. 23, 2024
Subsequent Events [Line Items]
Long-lived assets of carrying amount		$ 3,500,000
Subsequent Event [Member]
Subsequent Events [Line Items]
Subscription amount of interest payable				$ 5,000,000
Severance payment	$ 158,333
Non convertible debenture [Member]
Subsequent Events [Line Items]
Principal payment		5,000,000
Non convertible debenture [Member] | Subsequent Event [Member] | Series A Preferred Stock [Member]
Subsequent Events [Line Items]
Principal payment				$ 5,000,000
Subscription Agreement [Member] | Subsequent Event [Member]
Subsequent Events [Line Items]
Debenture interest rate percentage				4%
ENTADFI [Member]
Subsequent Events [Line Items]
Long-lived assets of carrying amount		$ 3,300,000