Document And Entity Information
Document And Entity Information | 12 Months Ended |
Dec. 31, 2023 shares | |
Document Information Line Items | |
Entity Registrant Name | NLS PHARMACEUTICS LTD. |
Document Type | 20-F |
Current Fiscal Year End Date | --12-31 |
Entity Common Stock, Shares Outstanding | 35,671,780 |
Amendment Flag | false |
Entity Central Index Key | 0001783036 |
Entity Current Reporting Status | Yes |
Entity Voluntary Filers | No |
Entity Filer Category | Non-accelerated Filer |
Entity Well-known Seasoned Issuer | No |
Document Period End Date | Dec. 31, 2023 |
Document Fiscal Year Focus | 2023 |
Document Fiscal Period Focus | FY |
Entity Emerging Growth Company | true |
Entity Shell Company | false |
Entity Ex Transition Period | false |
ICFR Auditor Attestation Flag | false |
Document Registration Statement | false |
Document Annual Report | true |
Document Transition Report | false |
Document Shell Company Report | false |
Entity File Number | 001-39957 |
Entity Incorporation, State or Country Code | V8 |
Entity Address, Address Line One | The Circle 6 |
Entity Address, Postal Zip Code | 8058 |
Entity Address, City or Town | Zurich |
Entity Address, Country | CH |
Entity Interactive Data Current | Yes |
Document Financial Statement Error Correction [Flag] | false |
Document Accounting Standard | U.S. GAAP |
Auditor Firm ID | 1358 |
Auditor Name | PricewaterhouseCoopers AG |
Auditor Location | Zurich, Switzerland |
Business Contact | |
Document Information Line Items | |
Entity Address, Address Line One | The Circle 6 |
Entity Address, Postal Zip Code | 8058 |
Entity Address, City or Town | Zurich |
Entity Address, Country | CH |
Contact Personnel Name | Alexander Zwyer |
City Area Code | +41 |
Local Phone Number | 44 512 21 50 |
Contact Personnel Email Address | @nls-pharma.com |
Entity Address, Address Line Two | Postfach |
Common shares, nominal value CHF 0.02 per share | |
Document Information Line Items | |
Trading Symbol | NLSP |
Title of 12(b) Security | Common shares, nominal value CHF 0.02 per share |
Security Exchange Name | NASDAQ |
Warrants to purchase common shares, nominal value CHF 0.02 per share | |
Document Information Line Items | |
Trading Symbol | NLSPW |
Title of 12(b) Security | Warrants to purchase common shares, nominal value CHF 0.02 per share |
Security Exchange Name | NASDAQ |
Balance Sheets
Balance Sheets - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 897,680 | $ 8,948,400 |
Prepaid expenses and other current assets (Note 3) | 925,382 | 297,998 |
Total current assets | 1,823,062 | 9,246,398 |
Property and equipment (Note 4) | 6,694 | 18,102 |
Other assets | 16,885 | 12,143 |
Total assets | 1,846,641 | 9,276,643 |
Current liabilities: | ||
Accounts payable, including related party of $265,864 and $53,365, as of December 31, 2023 and 2022, respectively | 4,633,534 | 2,373,276 |
Related party short-term loan of $1,633,746 and $0, as of December 31, 2023 and 2022, respectively (Note 5) | 1,633,746 | 0 |
Other accrued liabilities, including related party expenses of $0 and $4,107 as of December 31, 2023 and 2022, respectively (Note 6) | 1,652,270 | 986,437 |
Total current liabilities | 7,919,550 | 3,359,713 |
Deferred revenues (Note 9) | 2,499,969 | 2,499,969 |
Accrued pension liability (Note 10) | 260,685 | 136,122 |
Total liabilities | 10,680,204 | 5,995,804 |
Commitments and contingencies (Note 11) | ||
Shareholders’ equity: | ||
Common shares, CHF 0.02 ($0.02) par value, 35,671,780 and 32,428,893 registered shares issued and outstanding at December 31, 2023 and 2022, respectively | 733,413 | 668,555 |
Treasury shares, CHF 0.02 ($0.02) par value, 3,242,887 and 0 registered treasury shares issued and outstanding at December 31, 2023 and 2022, respectively | (64,858) | |
Additional paid-in capital | 61,029,437 | 60,864,530 |
Accumulated deficit | (70,373,484) | (58,201,455) |
Accumulated other comprehensive loss | (158,071) | (50,791) |
Total shareholders’ equity (deficit) | (8,833,563) | 3,280,839 |
Total liabilities and shareholders’ equity / (deficit) | $ 1,846,641 | $ 9,276,643 |
Balance Sheets (Parentheticals)
Balance Sheets (Parentheticals) | Dec. 31, 2023 USD ($) shares | Dec. 31, 2023 SFr / shares | Dec. 31, 2022 USD ($) shares | Dec. 31, 2022 SFr / shares |
Accounts payable, related party | $ 4,633,534 | $ 2,373,276 | ||
Other accrued liabilities, related party | $ 1,652,270 | $ 986,437 | ||
Common shares, par value | SFr / shares | SFr 0.02 | SFr 0.02 | ||
Common shares, issued | shares | 35,671,780 | 32,428,893 | ||
Common shares, outstanding | shares | 35,671,780 | 32,428,893 | ||
Treasury shares, par value | SFr / shares | SFr 0.02 | SFr 0.02 | ||
Treasury shares, shares issued | shares | 3,242,887 | 0 | ||
Treasury shares, shares outstanding | shares | 3,242,887 | 0 | ||
Related Party | ||||
Accounts payable, related party | $ 265,864 | $ 53,365 | ||
Related party short-term loan | 1,633,746 | 0 | ||
Other accrued liabilities, related party | $ 0 | $ 4,107 |
Statements of Operations and Co
Statements of Operations and Comprehensive Loss - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Operating expenses: | |||
Research and development | $ 5,908,288 | $ 8,976,643 | $ 5,919,452 |
General and administrative | 5,898,775 | 6,505,721 | 5,941,169 |
Total operating expenses | 11,807,063 | 15,482,364 | 11,860,621 |
Operating loss | (11,807,063) | (15,482,364) | (11,860,621) |
Other income (expense), net | (219,812) | 10,045 | (17,323) |
Interest expense | (119,920) | (95,211) | (48,100) |
Interest on related party loans | (25,233) | (5,655) | (20,034) |
Loss on extinguishment of convertible notes | (922,495) | ||
Net loss | (12,172,029) | (16,495,680) | (11,946,078) |
Other comprehensive loss: | |||
Defined pension plan adjustments | (107,280) | 100,948 | (132,358) |
Comprehensive loss | $ (12,279,309) | $ (16,394,732) | $ (12,078,436) |
Basic net loss per common share (in Dollars per share) | $ (0.32) | $ (0.84) | $ (1) |
Weighted average common shares used in computing basic net loss per common share (in Shares) | 38,176,020 | 19,682,643 | 11,901,636 |
Statements of Operations and _2
Statements of Operations and Comprehensive Loss (Parentheticals) - $ / shares | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Statement [Abstract] | |||
Diluted net loss per common share | $ (0.32) | $ (0.84) | $ (1) |
Weighted average common shares used in computing diluted net loss per common share | 38,176,020 | 19,682,643 | 11,901,636 |
Statements of Changes in Equity
Statements of Changes in Equity (Deficit) - USD ($) | Common Shares | Treasury Shares | Additional Paid in Capital | Accumulated Deficit | Accumulated Other Comprehensive Loss | Total |
Balance at Dec. 31, 2020 | $ 145,139 | $ 20,649,882 | $ (29,759,697) | $ (19,381) | $ (8,984,057) | |
Balance (in Shares) at Dec. 31, 2020 | 6,960,000 | |||||
Issuance of common shares in initial public offering, net | $ 108,347 | 9,946,310 | 10,054,657 | |||
Issuance of common shares in initial public offering, net (in Shares) | 4,819,277 | |||||
Issuance of warrants, net | 6,742,638 | 6,742,638 | ||||
Issuance of common shares to consultant | $ 268 | 49,732 | 50,000 | |||
Issuance of common shares to consultant (in Shares) | 12,048 | |||||
Warrant exercises | $ 5,540 | 1,144,010 | 1,149,550 | |||
Warrant exercises (in Shares) | 277,000 | |||||
Issuance of common shares in equity transactions | $ 28,269 | 26,816 | 3,493,496 | 3,548,581 | ||
Issuance of common shares in equity transactions (in Shares) | 1,313,232 | |||||
Issuance of common shares for partial commitment fee | $ 569 | 58,886 | 59,455 | |||
Issuance of common shares for partial commitment fee (in Shares) | 26,203 | |||||
Capital increase for financing transactions | $ 56,313 | (56,313) | ||||
Capital increase for financing transactions (in Shares) | 2,815,629 | |||||
Defined pension plan adjustments | (132,358) | (132,358) | ||||
Net loss | (11,946,078) | (11,946,078) | ||||
Balance at Dec. 31, 2021 | $ 344,445 | (29,497) | 42,084,954 | (41,705,775) | (151,739) | 542,388 |
Balance (in Shares) at Dec. 31, 2021 | 16,223,389 | |||||
Issuance of common shares direct offering, net | $ 31,251 | 29,057 | 1,851,205 | 1,911,513 | ||
Issuance of common shares direct offering, net (in Shares) | 1,562,531 | |||||
Issuance of pre-funded warrants, net | 5,348,882 | 5,348,882 | ||||
Issuance of common shares in At-The-Market (ATM) financing | 440 | 30,553 | 30,993 | |||
Issuance of treasury shares | $ 116,184 | (116,184) | ||||
Issuance of treasury shares (in Shares) | 5,809,243 | |||||
Exercise of pre-funded warrants | 23,692 | 23,692 | ||||
Issuance of common shares in private placement offerings, net | $ 126,346 | 92,492 | 7,056,711 | 7,275,549 | ||
Issuance of common shares in private placement offerings, net (in Shares) | 6,317,301 | |||||
Conversion of convertible notes payable | $ 50,329 | 2,422,287 | 2,472,616 | |||
Conversion of convertible notes payable (in Shares) | 2,516,429 | |||||
Stock based compensation | 22,730 | 22,730 | ||||
Issuance of warrants, net | 2,047,208 | 2,047,208 | ||||
Defined pension plan adjustments | 100,948 | 100,948 | ||||
Net loss | (16,495,680) | (16,495,680) | ||||
Balance at Dec. 31, 2022 | $ 668,555 | 60,864,530 | (58,201,455) | (50,791) | 3,280,839 | |
Balance (in Shares) at Dec. 31, 2022 | 32,428,893 | |||||
Issuance of treasury shares | $ 64,858 | (64,858) | ||||
Issuance of treasury shares (in Shares) | 3,242,887 | |||||
Stock based compensation | 164,907 | $ 164,907 | ||||
Warrant exercises (in Shares) | ||||||
Defined pension plan adjustments | (107,280) | $ (107,280) | ||||
Net loss | (12,172,029) | (12,172,029) | ||||
Balance at Dec. 31, 2023 | $ 733,413 | $ (64,858) | $ 61,029,437 | $ (70,373,484) | $ (158,071) | $ (8,833,563) |
Balance (in Shares) at Dec. 31, 2023 | 35,671,780 |
Statements of Cash Flows
Statements of Cash Flows - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Cash Flows From Operating Activities: | |||
Net loss | $ (12,172,029) | $ (16,495,680) | $ (11,946,078) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Periodic pension costs | 59,526 | (34,142) | 47,183 |
Depreciation expense | 11,408 | 11,408 | 10,050 |
Stock-based compensation | 164,906 | 22,730 | |
Provision of doubtful accounts | 77,714 | ||
Amortization of debt discounts | 67,008 | 41,611 | |
Loss on conversion of convertible notes payable | 922,495 | ||
Changes in operating assets and liabilities: | |||
Prepaid expenses and other current assets | (632,125) | 698,116 | (188,954) |
Other receivables, net - related parties | (21,804) | ||
Accounts payable | 2,260,258 | 636,263 | (2,269,460) |
Interest payable | 25,605 | 20,121 | (313,342) |
Other accrued liabilities | 640,228 | 319,989 | (334,045) |
Other long term liabilities | (42,243) | (47,679) | (38,919) |
Net cash used in operating activities | (9,684,466) | (13,879,371) | (14,936,044) |
Cash Flows From Investing Activities: | |||
Purchases of property and equipment | (39,560) | ||
Net cash used in investing activities | (39,560) | ||
Cash Flows From Financing Activities: | |||
Proceeds from the issuance of common shares in initial public offering, net | 11,001,569 | ||
Proceeds from the issuance of common shares in ATM financing | 30,993 | ||
Proceeds from the issuance of common shares in registered direct offerings, net | 1,911,513 | ||
Proceeds from the issuance of common shares in private placement offerings, net | 7,275,549 | ||
Proceeds from the issuance of pre-funded warrants, net | 5,348,882 | ||
Proceeds from issuance of convertible notes payable | 1,530,000 | ||
Exercise of pre-funded warrants | 23,692 | ||
Payments on note payable | (704,160) | ||
Proceeds from the issuance of warrants, net | 1,980,200 | 6,742,638 | |
Exercise of warrants | 1,149,550 | ||
Proceeds from related party short term loan | 1,633,746 | 108,610 | |
Payment on Swiss government loan | (277,537) | ||
Payment on second credit facility | (150,000) | ||
Payment on convertible loans | (420,020) | ||
Payment on convertible loans – related party | (111,730) | ||
Payment on bridge loan | (670,380) | ||
Payment of shareholder loans | (583,443) | ||
Proceeds from the issuance of common shares in equity transactions, net | 3,548,582 | ||
Net cash provided by financing activities | 1,633,746 | 17,396,669 | 20,337,839 |
Effect of exchange rate on cash and cash equivalents | (100) | (24,744) | |
Change in cash and cash equivalents | (8,050,720) | 3,517,198 | 5,337,491 |
Cash and cash equivalents at the beginning of period | 8,948,400 | 5,431,202 | 93,711 |
Cash and cash equivalents at the end of period | 897,680 | 8,948,400 | 5,431,202 |
Supplemental disclosure of non-cash investing and financing activities: | |||
Cash paid for interest | 145,153 | 13,248 | 339,932 |
Issuance of note payable for prepaid insurance | 704,160 | ||
Deferred financing costs transferred to additional paid in capital | 946,912 | ||
Issuance of common shares to consultant for payment of expenses | 50,000 | ||
Issuance of common shares to Yorkville for partial payment of commitment fees | 59,455 | ||
Debt discount on convertible loans | 67,008 | ||
Debt discount on convertible loan – related party |
Background
Background | 12 Months Ended |
Dec. 31, 2023 | |
Background [Abstract] | |
Background | Note 1 Background: NLS Pharmaceutics Ltd. (Nasdaq: NLSP, NLSPW) (the “Company”) is an emerging biopharmaceutical company engaged in the discovery and development of life-improving drug therapies to treat rare and complex central nervous system disorders, including narcolepsy, idiopathic hypersomnia and other rare sleep disorders, and of neurodevelopmental disorders, such as attention deficit hyperactivity disorder (“ADHD”). The Company’s lead product candidates are Quilience, to treat narcolepsy (type 1 and type 2), and Nolazol, to treat ADHD. On February 2, 2021, the Company completed the closing of its initial public offering (the “Initial Public Offering”) of 4,819,277 units at a price of $4.15 per unit. Each unit consisted of one common share and one warrant to purchase one common share (the “Warrants”). The common shares and Warrants were immediately separable from the units and were issued separately. The common shares and Warrants began trading on the Nasdaq Capital Market on January 29, 2021 under the symbols “NLSP” and “NLSPW,” respectively. The Company received net proceeds of $17 million, after deducting underwriting discounts and commissions and other estimated offering expenses. The Warrants are exercisable immediately, expire five years from the date of issuance and have an exercise price of $4.15 per share. In addition, the Company granted the underwriters a 45-day option to purchase up to an additional 722,891 common shares and/or Warrants to purchase 722,891 common shares at the public offering price of $0.01 per Warrant, of which the underwriters exercised its option to purchase Warrants to purchase up to 722,891 common shares. These Warrants were issued in the Company’s Initial Public Offering and therefore have the same exercise price of $4.15 per share. Going Concern As of December 31, 2023, the Company had an accumulated deficit of approximately $70.4 million and the Company incurred an operating loss for the year ended December 31, 2023, of approximately $11.8 million. To date, the Company has dedicated most of its financial resources to achieve and maintain Phase 3 readiness, research and development, clinical studies associated with its ongoing biopharmaceutical business and general and administrative expenses. As of December 31, 2023, the Company’s cash and cash equivalents were $0.9 million. The Company’s existing cash and cash equivalents and access to existing financing arrangements will not be sufficient to fund operations for a period of one year from the issuance of these financial statements. The Company expects to continue to generate operating losses and negative operating cash flows for the next few years and will need additional funding to support its planned operating activities through profitability. The Company is actively exploring a range of options to raise funds, including strategic partnerships, out-licensing, or divestment of assets of the Company, and other future strategic actions. The Company is engaged in discussions with third party creditors to extend payment terms and has secured extensions on maturity dates on its existing bridge loans to December 31, 2024 and June 30, 2025 respectively (see subsequent event note). The future viability of the Company is dependent on its ability to extend payment terms with third party creditors until additional funds have been raised. There can be no assurance that such capital will be available within a sufficient period of time, in sufficient amounts or on terms acceptable to the Company. These conditions raise substantial doubt about the Company’s ability to continue as a going concern beyond one year from the issuance of these financial statements. Accordingly, the accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”), which contemplate continuation of the Company as a going concern for a period within one year from the issuance of these financial statements and the realization of assets and satisfaction of liabilities in the normal course of business. The carrying amounts of assets and liabilities presented in these financial statements do not necessarily purport to represent realizable or settlement values. These financial statements do not include any adjustment that might result from the outcome of this uncertainty. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2023 | |
Background [Abstract] | |
Summary of Significant Accounting Policies | Note 2 Summary of Significant Accounting Policies: Basis of Presentation The accompanying financial statements have been prepared in accordance with U.S. GAAP. Any reference in these notes to applicable guidance is meant to refer to the authoritative U.S. GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Updates (“ASU”) of the Financial Accounting Standards Board (“FASB”). Use of Estimates The preparation of the financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect amounts reported of assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting periods. Actual results could differ from those estimates and be based on events different from those assumptions. As part of these financial statements, the Company’s significant estimates include the valuation allowance related to the Company’s deferred tax assets. JOBS Act Accounting Election The Company is an “emerging growth company” (“EGC”) as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). Under the JOBS Act, an EGC can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until such time as those standards apply to private companies. The Company intends to take advantage of the exemptions until it is no longer an EGC. Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity of three months or less at the date of purchase to be cash equivalents. The Company deposits its cash primarily in checking, money market accounts, as well as certificates of deposit. The Company generally does not enter into investments for trading or speculative purposes rather to preserve its capital for the purpose of funding operations. Property and equipment Property and equipment are recorded at cost, net of accumulated depreciation and any accumulated impairment losses. Depreciation is computed using the straight-line method over the estimated useful lives of the assets. The useful lives of property and equipment are five years for furniture and fixtures and three years for software. Upon retirement or sale, the cost of disposed assets and their related accumulated depreciation are removed from the balance sheet. Any resulting net gains or losses on dispositions of property and equipment are included as a component of operating expenses within the Company’s statements of operating and comprehensive loss. Repair and maintenance costs that do not significantly add value to the property and equipment, or prolong its life, are charged to operating expense as incurred. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk include cash. At December 31, 2023 and 2022, substantially all of the cash balances are deposited in one banking institution. At various times, the Company has deposits in financial institutions which are in excess of federally insured limits. Functional Currency The Company has operations in Switzerland and the United States. The Company’s functional currency is the U.S. dollar (“USD”). The results of its non-USD based operations are translated to USD at the average exchange rates during the year. The Company’s assets and liabilities are translated using the current exchange rate as of the balance sheet date and shareholders’ equity is translated using historical rates. Foreign exchange transaction gains and losses are included in other income/expense in the Company’s results of operations. Revenue Recognition As of December 31, 2023, the Company has not recognized any revenue from its exclusive license agreement (the “EF License Agreement”), as the upfront payment the Company received has been deferred. The EF License Agreement is to develop and commercialize its product candidate, Nolazol, in Latin American countries with Eurofarma Laboratorios S.A (“Eurofarma”), a Brazilian pharmaceutical company. The EF License Agreement is within the scope of ASC 606, “ Revenue from Contract with Customers Under ASC 606, an entity recognizes revenue when its customer obtains control of promised goods or services, in an amount that reflects the consideration which the entity expects to receive in exchange for those goods or services. To determine the appropriate amount of revenue to be recognized for arrangements determined to be within the scope of ASC 606, the Company performs the following five steps: (i) identification of the promised goods or services in the contract; (ii) determination of whether the promised goods or services are performance obligations including whether they are distinct in the context of the contract; (iii) measurement of the transaction price, including the constraint on variable consideration; (iv) allocation of the transaction price to the performance obligations; and (v) recognition of revenue when (or as) the Company satisfies each performance obligation. The Company only applies the five-step model to contracts when it is probable that the entity will collect consideration it is entitled to in exchange for the goods or services it transfers to the customer. Performance obligations are promised goods or services in a contract to transfer a distinct good or service to the customer and are considered distinct when (i) the customer can benefit from the good or service on its own or together with other readily available resources and (ii) the promised good or service is separately identifiable from other promises in the contract. In assessing whether promised goods or services are distinct, the Company considers factors such as the stage of development of the underlying intellectual property, the capabilities of the customer to develop the intellectual property on its own or whether the required expertise is readily available and whether the goods or services are integral to or dependent on other goods or services in the contract. The Company estimates the transaction price based on the amount expected to be received for transferring the promised goods or services in the contract. The consideration may include fixed consideration or variable consideration. At the inception of each arrangement that includes variable consideration, the Company evaluates the amount of potential payments and the likelihood that the payments will be received. The Company utilizes either the most likely amount method or expected amount method to estimate the amount expected to be received based on which method best predicts the amount expected to be received. The amount of variable consideration which is included in the transaction price may be constrained and is included in the transaction price only to the extent that it is probable that a significant reversal in the amount of the cumulative revenue recognized will not occur in a future period. The Company allocates the transaction price based on the estimated stand-alone selling price of each of the performance obligations. The Company must develop assumptions that require judgment to determine the stand-alone selling price for each performance obligation identified in a contract with a customer. The Company utilizes key assumptions to determine the stand-alone selling price for service obligations, which may include other comparable transactions, pricing considered in negotiating the transaction and the estimated costs. Additionally, in determining the stand-alone selling price for material rights, the Company may reference comparable transactions, clinical trial success probabilities, and develop estimates of option exercise likelihood. Any variable consideration is allocated specifically to one or more performance obligations in a contract when the terms of the variable consideration relate to the satisfaction of the performance obligation and the resulting amounts allocated are consistent with the amounts the Company would expect to receive for the satisfaction of each performance obligation. The consideration allocated to each performance obligation is recognized as revenue when control is transferred for the related goods or services. For performance obligations which consist of licenses and other promises, the Company utilizes judgment to assess the nature of the combined performance obligation to determine whether the combined performance obligation is satisfied over time or at a point in time and, if over time, the appropriate method of measuring progress. The Company evaluates the measure of progress at each reporting period and, if necessary, adjusts the measure of performance and related revenue recognition. Development and regulatory milestone payments are assessed under the most likely amount method and constrained if it is probable that a significant revenue reversal would occur. Milestone payments that are not within the Company’s control or the licensee’s control, such as regulatory approvals, are not considered probable of being achieved until those approvals are received. At the end of each reporting period, the Company re-evaluates the probability of achievement of such development milestones and any related constraint, and if necessary, adjusts its estimate of the overall transaction price. Any such adjustments are recorded on a cumulative catch-up basis, which would affect license revenues in the period of adjustment. To date, the Company has not recognized any consideration related to the achievement of development, regulatory, or commercial milestone revenue resulting from the EF License Agreement. For revenue related to sales-based royalties received from licensees, including milestone payments based on the level of sales, where the license is deemed to be the predominant item to which the royalties relate, the Company recognizes revenue at the later of (i) when the related sales occur, or (ii) when the performance obligation to which some or all of the royalty has been allocated has been satisfied (or partially satisfied). To date, the Company has not recognized any consideration related to sales-based royalty revenue resulting from any of the Company’s license agreement. To the extent the Company receives payments, including non-refundable payments, in excess of the recognized revenue, such excess is recorded as deferred revenue until the Company performs its obligations under these arrangements. Amounts are recorded as accounts receivable when the Company’s right to consideration is unconditional. Research and Development Costs for research and development (“R&D”) of products, including vendor expenses and supplies and consultant fees, are expensed as incurred. Clinical trial and other development costs incurred by third parties are expensed as the contracted work is performed. Where contingent milestone payments are due to third parties under research and development arrangements, the obligations are recorded when the milestone results are probable of being achieved. General and Administrative Expenses General and administrative expenses include personnel costs, expenses for outside professional services, and all other allocated expenses. Personnel costs consist of salaries, cash bonuses and benefits. Outside professional services consist of legal fees (including intellectual property and corporate matters), accounting and audit services, IT and other consulting fees. Fair Value Measurements The Company measures and discloses fair value in accordance with ASC 820, “ Fair Value,” Level 1 - unadjusted quoted prices are available in active markets for identical assets or liabilities that the Company has the ability to access as of the measurement date. Level 2 - pricing inputs are other than quoted prices in active markets that are directly observable for the asset or liability or indirectly observable through corroboration with observable market data. Level 3 - pricing inputs are unobservable for the non-financial asset or liability and only used when there is little, if any, market activity for the non-financial asset or liability at the measurement date. The inputs into the determination of fair value require significant management judgment or estimation. Fair value is determined using comparable market transactions and other valuation methodologies, adjusted as appropriate for liquidity, credit, market and/or other risk factors. This hierarchy requires the Company to use observable market data, when available, and to minimize the use of unobservable inputs when determining fair value. The Company’s cash and cash equivalents are carried at fair value, determined according to the fair value hierarchy described above. The carrying value of the Company’s accounts payable and accruals approximates its fair value due to the short-term nature of these liabilities. Debt Issuance Costs and Debt Discount Debt issuance costs related to a recognized debt liability are presented on the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts, and are amortized to interest expense over the term of the related debt using the effective interest method. Income Taxes The Company accounts for income taxes using the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the financial statements or in the Company’s tax returns. Deferred taxes are determined based on the difference between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect in the years in which the differences are expected to reverse. Changes in deferred tax assets and liabilities are recorded in the provision for income taxes. The Company assesses the likelihood that its deferred tax assets will be recovered from future taxable income and, to the extent it believes, based upon the weight of available evidence, that it is more likely than not that all or a portion of the deferred tax assets will not be realized, a valuation allowance is established through a charge to income tax expense. Potential for recovery of deferred tax assets is evaluated by estimating the future taxable profits expected and considering prudent and feasible tax planning strategies. Due to the fact that the Company has a history of generating losses, and expects to generate losses in the foreseeable future, a full valuation allowance has been recorded. The Company accounts for uncertain tax positions in accordance with an amendment to ASC Topic 740-10, “ Income Taxes ( Accounting for Uncertainty in Income Taxes),” which clarified the accounting for uncertainty in tax positions. This amendment provides that the tax effects from an uncertain tax position can be recognized in the financial statements only if the position is “more-likely-than-not” to be sustained were it to be challenged by a taxing authority. The assessment of the tax position is based solely on the technical merits of the position, without regard to the likelihood that the tax position may be challenged. If an uncertain tax position meets the “more-likely-than-not” threshold, the largest amount of tax benefit that is more than 50% likely to be recognized upon ultimate settlement with the taxing authority is recorded. Employee Benefits (including Post Retirement Benefits) The Company operates the mandatory pension plan for its employees in Switzerland. The plan is generally funded through payments to insurance companies or trustee-administered funds. The Company has a pension plan designed to pay pensions based on accumulated contributions on individual savings accounts. However, this plan is classified as a defined benefit plan under ASC 960 “Plan Accounting – Defined Benefit Pension Plans The net defined benefit liability is the present value of the defined benefit obligation at the balance sheet date minus the fair value of plan assets. The defined benefit obligation is calculated annually by independent actuaries using the projected unit credit method, which reflects services rendered by employees to the date of valuation, incorporates assumptions concerning employees’ projected salaries, pension increases as well as discount rates of highly liquid corporate bonds which have terms to maturity approximating the terms of the related liability. Remeasurements of the net defined benefit liability, which comprise actuarial gains and losses, and the return on plan assets (excluding interest), are recognized immediately in Other Comprehensive Loss. Past service costs, including curtailment gains or losses, are recognized immediately as an allocation between research and development and general and administrative expenses within the operating results. Settlement gains or losses are recognized in either research and development and/or general and administrative expenses within the operating results. The Company determines the net interest expense (income) on the net defined benefit liability for the period by applying the discount rate used to measure the defined benefit obligation at the beginning of the annual period or in case of any significant events between measurement dates to the then-net defined benefit liability, taking into account any changes in the net defined benefit liability during the period as a result of contributions and benefit payments. Net interest expense and other expenses related to defined benefit plans are recognized in the statement of operations and comprehensive loss. Stock-Based Compensation The Company measures all stock-based awards granted based on the fair value on the date of the grant and recognizes compensation expense with respect to those awards over the requisite service period, which is generally the vesting period of the respective award. Generally, the Company issues awards with only service-based vesting conditions and records the expense for these awards using the straight-line method. The Company recognizes forfeitures related to stock-based compensation awards as they occur and reverses any previously recognized compensation cost associated with forfeited awards in the period the forfeiture occurs. The Company classifies stock-based compensation expense in the accompanying consolidated statements of operations and comprehensive loss in the same manner in which the award recipients’ payroll costs are classified or in which the award recipients’ service payments are classified. The fair value of each stock option is estimated on the date of grant using the Black-Scholes option-pricing model (“Black-Scholes”). Black-Scholes requires a number of assumptions, of which the most significant are share price, expected volatility, expected option term (the time from the grant date until the options are exercised or expire), risk-free rate and expected dividend rate. The grant date fair value of a common share is determined by the board of directors (the “Board of Directors”) considering, among other factors, the assistance of a valuation specialist and management. The grant date fair value of a common share is determined using the valuation methodologies, which utilize certain assumptions, including probability weighting of events, volatility, time to liquidation, risk-free interest rate and discount for lack of marketability. Earnings per Share Basic net loss per common share is computed by dividing the net loss applicable to common shareholders by the weighted-average number of common shares outstanding during the year. Diluted loss per common share is computed similar to basic loss per share, except that the denominator is increased to include the number of additional potential common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. Potential common shares are excluded from the computation for a period in which a net loss is reported or if their effect is anti-dilutive. The Company’s potential common shares consist of warrants, convertible promissory notes and convertible loans with their potential dilutive effect considered using the treasury stock method. For the year ended December 31, 2023, 5,747,127 common shares from pre-funded warrants were added and 3,242,887 treasury shares were excluded from the computation. For the year ended December 31, 2022, 13,297,916 common shares from warrants were excluded from the computation. For the year ended December 31, 2021, 5,409,746, shares from warrants and 1,474,853 treasury shares were excluded from the computation, respectively. Treasury Shares Treasury shares are purchased at cost and recognized as a deduction from equity. Income or loss from subsequent sales is presented in equity. Segment Reporting The Company manages its operations as a single segment for the purposes of assessing performance and making operating decisions. The Company’s singular focus is on developing therapeutics for the treatment of neurobehavioral and neurocognitive disorders. All of the Company’s tangible assets are held in Switzerland. Recently Issued Accounting Standards Not Yet Effective The Company has implemented all new accounting pronouncements that are in effect and that may impact its consolidated financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations. |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 12 Months Ended |
Dec. 31, 2023 | |
Prepaid Expenses and Other Current Assets [Abstract] | |
Prepaid Expenses and Other Current Assets | Note 3 Prepaid Expenses and Other Current Assets: The Company’s prepaid expenses and other current assets consisted of the following as of December 31, 2023, and 2022: December 31, 2023 2022 Vendor prepayments $ 821,266 $ 65,739 VAT recoverable and other current assets 24,433 41,243 Other short-term receivables 10,664 - Prepaid insurance 69,019 36,496 Prepaid expenses - 154,520 Total prepaid expenses and other current assets $ 925,382 $ 297,998 |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Dec. 31, 2023 | |
Property and Equipment, Net [Abstract] | |
Property and Equipment, net | Note 4 Property and Equipment, net: The following table shows the property and equipment consisted of the following as of December 31, 2023 and 2022: December 31, 2023 2022 Cost Furniture and fixtures $ 13,341 $ 13,341 Software 26,219 26,219 Total cost 39,560 39,560 Accumulated depreciation (32,866 ) (21,458 ) Total property and equipment, net $ 6,694 $ 18,102 Deprecation and related amortization expense was $11,408 and $11,408 for the years ended December 31, 2023 and 2022. |
Related Party Short-Term Loans
Related Party Short-Term Loans | 12 Months Ended |
Dec. 31, 2023 | |
Related Party Short-Term Loans [Abstract] | |
Related party short-term Loans | Note 5 Related party short-term Loans On November 15, 2023, the Company entered into a series of short term loan agreements (the “Short Term Loan Agreements”) with certain existing shareholders of the Company, including Ronald Hafner, the Company’s Chairman of the Board of Directors, Felix Grisard, Jürgen Bauer and Maria Nayvalt, providing for unsecured loans to the Company in the aggregate amount of CHF 875,000.00 (approximately $1,000,000). The loans bear interest at a rate of 10% per annum and mature on the earlier of June 30, 2024, or a liquidity event with a strategic partner. In addition, the Company and Mr. Hafner agreed to extend the maturity of the previous short term loan of CHF 500,000 that Mr. Hafner extended to the Company on September 28, 2023, such that it now expires on June 30, 2024. On March 18, 2024, the Company entered into an addendum to the Short Term Loan Agreement with the Short Term Lender, or the Short Term Loan Addendum, and a series of addendums to the Short Term Loan Agreements with the Short Term Lenders, or the Short Term Loan Addendums each providing for an extension of the maturity date under the Loan Agreements to December 31, 2024. |
Other Accrued Liabilities
Other Accrued Liabilities | 12 Months Ended |
Dec. 31, 2023 | |
Other Accrued Liabilities [Abstract] | |
Other Accrued Liabilities | Note 6 Other Accrued Liabilities: Other accrued liabilities consisted of the following as of December 31, 2023 and 2022: December 31, 2023 2022 Professional consultants’ expenses $ 332,690 $ 285,398 Vendor liabilities 112,635 13,000 Related party expenses - 4,107 Interest short term loan 25,605 - Accrued board fees 184,672 149,496 Accrued bonus 960,025 510,678 Other accrued expenses 36,643 23,758 Total other accrued liabilities $ 1,652,270 $ 986,437 |
Note Payable
Note Payable | 12 Months Ended |
Dec. 31, 2023 | |
Note Payable [Abstract] | |
Note Payable | Note 7 Note Payable In January 2022, the Company entered into a note payable of $704,160 for payment of its directors’ and officers’ insurance policy. The note payable had a term of 10 months and has a 3.90% stated interest rate. As of December 31, 2022, the note payable was paid in full. |
Short-Term Convertible Notes
Short-Term Convertible Notes | 12 Months Ended |
Dec. 31, 2023 | |
Short-Term Convertible Notes [Abstract] | |
Short-term Convertible Notes | Note 8 Short-term Convertible Notes On August 19, 2022, the Company entered into a short-term note agreement providing for unsecured loans in the aggregate amount of $1,530,000 to the Company from certain individual lenders. Ronald Hafner, the Company’s Chairman of the Board of Directors, and Gian-Marco Rinaldi, a member of the Company’s Board of Directors, agreed to lend $350,000 and $80,000, respectively, with respect to the offering. Pursuant to the note agreement, the interest rate was 10% per annum, which was required to be paid upon conversion or repayment and were due to be repaid within 90 days following the execution of the note agreement, or November 17, 2022. In addition, the notes were able to be voluntarily converted into common shares of the Company prior to the maturity date at a 20% discount (i) to any subsequent qualified equity financing round of at least $6 million in the aggregate or (ii) upon a change of control. Management determined that no separate accounting or bifurcation was required for this conversion feature as it doesn’t meet the definition of a derivative because the net settlement criterion is not met. In addition, pursuant to the note agreement, the noteholders received unregistered warrants to purchase common shares of the Company equal to an aggregate of 10% of the note amount of each noteholder, divided by $0.4970, which was the closing price as determined on the closing date of the issuance of the notes, or an aggregate of 307,844 common shares. The warrants have an exercise price equal to $0.4970 per share and will expire 24 months following their issuance. The warrants were evaluated under ASC Topic 480, “Distinguishing Liabilities from Equity” and ASC Topic 815, “Derivatives and Hedging” The relative fair value of the warrants issued of $67,008 was accounted for as debt discount and amortized to interest expense using the effective interest rate method over the note term. On October 7, 2022, the Company and the noteholders agreed to convert the notes concurrently with the Company’s October 2022 financing. The total principal balance plus all accrued interest were converted into 2,516,429 common shares. Additionally, the noteholders received additional warrants to purchase up to 1,258,215 common shares with an exercise price of $0.70, that are exercisable six months after their issuance and will expire five years following the date that the warrants are initially exercisable. The common shares and the additional warrants issued had an aggregate fair value of $2,472,616 resulting in a $922,495 loss on conversion of the notes. |
Deferred Revenues
Deferred Revenues | 12 Months Ended |
Dec. 31, 2023 | |
Deferred Revenues [Abstract] | |
Deferred Revenues | Note 9 Deferred Revenues: In February 2019, the Company entered into the EF License Agreement, to develop and commercialize its product candidate, Nolazol, in Latin American countries with Eurofarma, a Brazilian pharmaceutical company. The EF License Agreement covers the grant of non-transferable licenses, without the right to sublicense, to Eurofarma to develop and commercialize Nolazol in Latin America. The EF License Agreement also specifies the Company’s obligation to advance ongoing development activities with respect to Nolazol in the United States. A joint steering committee will oversee the development and regulatory activities directed towards marketing approval, manufacturing and commercialization phases. The Company believes its participation in the joint steering committee is not of material significance to the licenses in the context of the EF License Agreement on the whole and, as such, management has excluded these activities in the determination of its performance obligation(s) under the EF License Agreement. The EF License Agreement provides that the parties shall enter into a separate manufacturing and supply agreement during the term of the EF License Agreement. Under the EF License Agreement, the Company received a non-refundable, upfront payment, of $2,500,000 and is further eligible to receive non-refundable milestone payments of up to $16,000,000, based on the achievement of milestones related to regulatory filings, regulatory approvals and the commercialization of Nolazol. The achievement and timing of the milestones depend on the success of development, approval and sales progress, if any, of Nolazol in the future. In addition, the Company is also eligible for tiered royalty payments. The Company identified the licenses granted to Eurofarma and its obligation to advance development activities with respect to Nolazol in the United States as the material promises under the EF License Agreement. For purposes of identifying the Company’s performance obligations under the EF License Agreement, management believes that while the exclusive licenses were granted to Eurofarma at the outset of the EF License Agreement, the grant of those licenses does not singularly result in the transfer of the Company’s broader obligation to Eurofarma under the EF License Agreement. The Company is obligated under the EF License Agreement to advance its development activities in the United States and those activities precede Eurofarma’s necessary regulatory approvals for commercialization of Nolazol, in Latin American countries. The Company intends to apply its proprietary know-how to the ongoing development activities in the United States involving its intellectual property relating to Nolazol. These development activities are specific to the Company and the Company believes they are not capable of being distinct in the context of the EF License Agreement on the whole. The licenses provided to Eurofarma are not transferable and without the right to sublicense therefore Eurofarma is not presently able to monetize its investment in Nolazol as clinical development in the United States or any Latin American countries has yet to be completed and Eurofarma has yet to seek or obtain regulatory approval in any Latin American country. The licenses to Eurofarma represent rights to use the Company’s intellectual property with respect to Nolazol for which revenue is recognized at a point in time which is when Eurofarma is able to use and benefit from the licenses. The licenses are considered of limited value without the Company’s development activities with respect to Nolazol in the United States. As such, the licenses are not capable of being distinct until after successful clinal development and regulatory approval and alone do not have standalone functionality to Eurofarma. Management has determined that the licenses, while capable of being distinct, are not distinct as they do not have stand-alone value to Eurofarma without the Company’s planned development activities in the United States and the approval for sale in Latin America. Bundled together with the Company’s development activities of Nolazol in the United States, the licenses granted under the EF License Agreement will enable Eurofarma to seek regulatory approvals and ultimately seek to commercialize Nolazol in Latin America. Therefore, management believes the licenses bundled together with the Company’s development activities in the United States constitute a single distinct performance obligation under the EF License Agreement for accounting purposes, or (the “License Performance Obligation”). The Company has initially estimated a total transaction price of $2,500,000, consisting of the fixed upfront payment determined to be an advance on the License Performance Obligation. Upon execution of the EF License Agreement and as of December 31, 2022 and 2021, variable consideration consisting of milestone payments has been constrained and excluded from the transaction price given the significant uncertainty of achievement of the development and regulatory milestones. The Company has allocated the transaction price entirely to the single License Performance Obligation and recorded the $2,500,000 as deferred revenue that is expected to be recognized upon Brazilian or other Latin American market approval or, in the event marketing approval in the United States and/or Latin America is not achieved, whether by failure in clinical development or otherwise, when the Company’s performance obligations are contractually complete or the EF License Agreement is terminated. Amounts expected to be recognized as revenue within the 12 months following the balance sheet date are classified as a current portion of deferred revenue in the accompanying condensed balance sheets. Amounts not expected to be recognized as revenue within the 12 months following the balance sheet date are classified as deferred revenue, net of current portion. As of December 31, 2023, and 2022, the Company has long-term deferred revenues of $2,500,000, which will be recognized when the development services of Nolazol are completed and the product candidate receives applicable regulatory approval in Latin America that allows Eurofarma to commence commercialization of Nolazol in accordance with the EF License Agreement. |
Pension Liability
Pension Liability | 12 Months Ended |
Dec. 31, 2023 | |
Pension Liability [Abstract] | |
Pension Liability | Note 10 Pension Liability: The Company joined a collective pension plan operated by an insurance company as of 2016 which covers the employees in Switzerland. Both the Company and the participants provide monthly contributions to the pension plan which are based on the covered salary. The respective saving parts of premiums are credited to employees’ accounts. In addition, interest is credited to employees’ accounts at the rate provided in the plan. The pension plan provides for retirement benefits as well as benefits on long-term disability and death. The following table provides information on the pension plan for the years ended December 31, 2023, 2022 and 2021: 2023 2022 2021 Service cost $ 53,920 $ 39,667 $ 25,206 Interest cost 14,416 2,743 2,992 Expected return on assets (14,767 ) (12,196 ) (4,249 ) Effect of settlement, curtailment, plan amendment - (72,600 ) (5,810 ) Actuarial loss outside corridor recognized - 3,091 - Past service cost recognized in year 3,031 2,855 - Administrative expenses 2,926 2,298 1,946 Net periodic pension cost $ 59,525 $ (34,142 ) $ 20,085 The reconciliation of the projected benefit obligation and the changes to the fair value of the plan assets of the pension plan are shown in the following table: 2023 2022 Projected benefit obligation, beginning of period $ 584,737 $ 927,369 Service cost 53,920 39,667 Interest cost 14,416 2,743 Transfers-in and (-out), net 38,654 (209,035 ) Actuarial (gain)/ loss 123,388 (152,048 ) Currency conversion adjustments (6,087 ) (23,959 ) Projected benefit obligation, end of period $ 809,028 $ 584,737 Plan assets, beginning of period $ 448,615 $ 608,478 Actual return on plan assets 27,844 (51,764 ) Employer contributions 38,737 37,468 Participant contributions 20,655 20,608 Transfers-in and (-out), net 17,999 (150,129 ) Administration expenses (2,926 ) (2,299 ) Currency conversion adjustments (2,581 ) (13,747 ) Plan assets, end of period $ 548,343 $ 448,615 Accrued pension liability $ 260,685 $ 136,122 As of December 31, 2023 and 2022, the Company recorded an accrued pension liability The pension assets are measured at fair value and are invested in a collective pension foundation with pooled investments. Plan assets mainly consist of cash and cash equivalents, equity funds, equity securities, corporate bonds, government bonds, and real estate funds classified as Level 1 and Level 2 under the fair value hierarchy. The Company records net gains/losses, consisting of actuarial gains/losses, curtailment gains/losses and differences between expected and actual returns on plan assets, in other comprehensive income/loss. Such net gains/losses are amortized to the statements of operations to the extent that they exceed 10% of the greater of projected benefit obligations or pension assets. The Company further records prior service costs/credits from plan amendments in other comprehensive income/loss in the period of the respective plan amendment and amortizes such amounts to the statement of operations over the future service period of the plan participants. For the years ended December 31, 2023 and 2022, the amortization was $0. As of December 31, 2023, and 2022, the accumulated other comprehensive loss includes unrecognized pension costs of $158,073 and $50,791, respectively, consisting of net losses. The following table shows the components of unrecognized pension cost in accumulated other comprehensive income/loss that have not yet been recognized as components of net periodic pension cost: 2023 2022 Net loss, beginning of period $ 50,791 $ 151,739 Other gain/loss during the period 110,313 (88,088 ) Other prior year gain/loss recognized in period - (3,091 ) Effect of settlement, curtailment - (6,913 ) Amortization of pension related net loss - - Net loss, end of period 161,104 53,647 Prior service cost, beginning of period - - Amortization of prior service cost (3,031 ) (2,856 ) Prior service cost end of period (3,031 ) (2,856 ) Total unrecognized pension cost, end of period $ 158,073 $ 50,791 The weighted average of the key assumptions used to compute the benefit obligations were as follows: 2023 2022 Discount rate 1.45 % 2.25 % Rate of increase in compensation level 0.65 % 0.25 % Interest credit rate on savings accounts 1.45 % 2.25 % Expected long-term rate of return on plan assets 2.30 % 2.95 % Inflation rate 1.25 % 0.85 % The assumption of the expected long-term rate of return on plan assets was based on the long-term historical rates of returns for the different investment categories which were adjusted, where appropriate, to reflect financial market developments. The accumulated benefit obligation as of December 31, 2023, and 2022 amounted to $809,028 and $584,737, respectively. The investment risk is borne by the insurer and the reinsurer respectively, and the investment decision is taken by the board of trustees of the collective insurance. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies [Abstract] | |
Commitments and Contingencies | Note 11 Commitments and Contingencies: Commitments On March 10, 2021, the Company entered into a license agreement with Novartis Pharma AG (“Novartis”), whereby the Company obtained, on an exclusive basis in the U.S., all of the available data referred to and included in the original new drug application (“NDA”) for Sanorex® (mazindol) submitted to the U.S. Food and Drug Administration (“FDA”) in February 1972. The agreement encompasses all preclinical and clinical studies, data used for manufacturing including stability and other chemistry manufacturing and controls data, formulation data and know-how for all products containing mazindol as an active substance, and all post-marketing clinical studies and periodic safety reports from 1973 onwards. Under the agreement, the Company has obtained the same rights on a non-exclusive basis in all territories outside of the U.S. except for Japan, with the right to cross-reference the Sanorex NDA with non-U.S. regulatory agencies in the licensed territories. The Agreement includes the right to sublicense or assign the license to third parties, subject to such third parties meeting certain obligations. As consideration for the license, the Company paid Novartis $250,000 upon the signing of the agreement with milestone payments due as follows: (i) $750,000 payable following the end of a Phase II meeting with the FDA, with the amount to be reduced to $375,000 if toxicology studies must be repeated; (ii) $2 million following the earlier of U.S. Food and Drug Administration (“FDA”) marketing authorization of Litigation The Company may become involved in miscellaneous litigation and legal actions, including product liability, consumer, commercial, tax and governmental matters, which can arise from time to time in the ordinary course of the Company’s business. Litigation and legal actions are inherently unpredictable, and excessive verdicts can result in such situations. On December 1, 2023, the Company received a letter from Cambrex Corporation, stating that as of December 1, 2023 the Company has an overdue balance for services completed under certain proposals by and between the Company, Cambrex High Point, Inc. and Avista Pharma Solutions, Inc. in the aggregate amount of $ 492,723,23 On June 1, 2023, Clinilabs, Inc., or Clinilabs, entered into a start-up agreement with the Company. On December 4, 2023, the Company received five credit notes and two invoices from Clinilabs pursuant to services performed by Clinilabs under the start-up agreement. Clinilabs demanded $793,112.46 from the Company for unpaid service fees. On December 11, 2023, the Company received a notice alleging several causes of action, including a failure to remit payment for services rendered by CoreRX, Inc. or CoreRX. On December 11, 2023, the Company and CoreRX agreed to a structured payment plan in which the Company agreed to pay CoreRX a total amount of $1,007,700.50. COVID-19 The Company has implemented a comprehensive response strategy designed to manage the ongoing impact of the COVID-19 pandemic on its employees, patients and its business. The prolonged nature of the pandemic is negatively impacting the Company’s business in a varied manner due to the emergence of the Delta and Omicron variants and other variants with increased transmissibility, even in some cases in vaccinated people, limited access to health care provider offices and institutions and the willingness of patients or parents of patients to seek treatment. The Company expects that its business, financial condition, results of operations and growth prospects may continue to be negatively impacted by the pandemic on a limited basis that may vary depending on the context. However, the Company has begun to observe, and expect to continue to observe, a gradual normalization in patient and healthcare provider practices, as providers and patients have adapted their behaviors and procedures to the evolving circumstances and as COVID-19 vaccines continue to be administered. The extent of the impact on the Company’s clinical development and regulatory efforts, its corporate development objectives and the value of market for its common shares will depend on future developments that are highly uncertain and cannot be predicted with confidence at this time. Such developments include continued spread of the Delta and Omicron variants in the U.S., Switzerland and other countries and the potential emergency of other SARS-CoV-2 variants that may prove especially contagious or virulent, the ultimate duration and severity of the pandemic, governmental “stay-at-home” orders and travel restrictions, quarantines, social distancing and business closure requirements in the U.S., Switzerland and other countries, and the effectiveness of vaccination programs and other actions taken globally to contain and treat the disease. |
Share Capital and Public Offeri
Share Capital and Public Offerings | 12 Months Ended |
Dec. 31, 2023 | |
Share Capital and Public Offerings [Abstract] | |
Share Capital and Public Offerings | Note 12 Share Capital and Public Offerings: Common Shares: As of December 31, 2023, the Company had 35,671,780 registered and issued common shares. On December 13, 2022, the Company closed a private placement offering with funds affiliated with BVF Partners L.P. (“BVF”), providing for the issuance of (i) 5,747,126 common shares at a purchase price of $0.87 per share and (ii) pre-funded warrants to purchase 5,747,127 common shares at $0.87 minus $0.02 (CHF 0.02) per pre-funded warrant. The Company engaged Laidlaw & Company (UK) Ltd. (“Laidlaw”) to serve as the placement agent for the Company in connection with the above-described offering. The Company agreed to pay Laidlaw a cash placement fee of $700,000 and warrants to purchase common shares equal to 5% of the common shares sold in the offering. In addition, the Company and BVF agreed that until the 30th day following receipt of the official written minutes from the end of the Phase 2 meeting to be held by the Company with the FDA (the “Election Deadline”), among other closing conditions, BVF shall have the right to purchase at a second closing up to $20 million in units, with each unit consisting of one common share and/or pre-funded warrants to purchase one common share, as well as receive warrants to purchase up to 150% of the number of common shares and/or pre-funded warrant shares purchased in the second closing, at a purchase price of $1.50 per unit. The warrants will have a term of five years, will have an exercise price of $2.03 per share and will be exercisable for pre-funded warrants if, at their expiration, BVF will be unable to purchase common shares due to its beneficial ownership limitation. Pursuant to the purchase agreement, the Company agreed to grant BVF the right to participate in future offerings of the Company’s securities for a period from the first closing (the “First Closing”) until the earlier of (i) the 30-month anniversary of the initial closing date or (ii) until such time that BVF retains beneficial ownership of less than 9.9% of the issued and outstanding Common Shares. on the same terms, conditions and price provided for in the subsequent financing or the right to purchase a comparable security with a beneficial ownership limitation. In addition, the Company agreed to grant BVF the right to nominate one member to the Company’s Board of Directors and shall continue to recommend to its shareholders to elect such member for a period from the First Closing until such time that BVF retains beneficial ownership of less than 9.9% of the issued and outstanding common shares. On October 7, 2022, the Company closed on a securities purchase agreement for the issuance in a private placement offering of (i) 5,194,802 common shares at a purchase price of $0.77 per share, and (ii) warrants to purchase up to an aggregate of 2,597,401 common shares at an exercise of $0.70 per share. The Company’s Chairman of the Board of Directors, Ronald Hafner, purchased 324,675 common shares in the offering and the Company’s Chief Medical Officer, George Apostol, purchased 1,298,701 common shares in the offering. The Company engaged Laidlaw to serve as the placement agent for the Company in connection with the above-described offering. The Company paid Laidlaw a cash placement of USD 140,000 for the securities sold in the offering. At the closing of the October 2022 offering, the Company’s existing convertible short-term notes, with an aggregate principal balance of $1,530,000 plus all accrued interest, that were issued in August 2022, were automatically converted into 2,516,429 common shares and the holders received warrants to purchase up to 1,258,215 common shares with an exercise price of $0.70, that are exercisable six months after their issuance and will expire five years following the date that the warrants are initially exercisable, and are otherwise substantially similar to the form of the common warrants. On April 25, 2022, the Company closed a registered direct offering with healthcare focused institutional investors alongside participation from Mr. Hafner, for the purchase and sale of (i) 3,015,384 common shares, at a purchase price of $1.04 per share, and (ii) pre-funded warrants to purchase up to 1,184,616 common shares at a purchase price of $1.04 minus CHF 0.02 per pre-funded warrant. Mr. Ronald Hafner, purchased 95,984 of the 3,015,384 common shares in the offering. In a concurrent private placement, the Company issued the investors, who also participated in the registered direct offering, warrants to purchase up to 3,150,000 common shares. The warrants have an exercise price of $1.04 per common share, are exercisable six months following the date of issuance and expire 5 years following the initial exercise date. Pursuant to the terms of the securities purchase agreement, dated April 13, 2022, between the Company and the investors, the Company agreed to register and create the common shares issuable upon the exercise of the warrants issued as part of the concurrent private placement. The common shares will first need to be created based on Swiss law upon the exercise of the respective warrants by the investors. On March 5, 2022, the Company entered into the Sales Agreement with Virtu, as sales agent. On April 13, 2022, the Company reduced the amount that may be sold pursuant to the Sales Agreement to $230,000. The Company will pay Virtu a commission rate of up to 3.0% of the gross proceeds from each sale of common shares and has agreed to provide Virtu with customary indemnification and contribution rights. The Company will also reimburse Virtu for certain specified expenses in connection with entering into the Sales Agreement. Under the Sales Agreement, common shares will be offered and sold pursuant to the Company’s shelf registration statement on Form F-3 (File No. 333-262489), declared effective by the Securities and Exchange Commission on February 11, 2023. In addition, under the Sales Agreement, sales of common shares may be made by any method permitted by law deemed to be an “at the market offering” as defined in Rule 415(a)(4) under the Securities Act of 1933, as amended. The Company has no obligation to sell any of the common shares under the Sales Agreement and may at any time suspend the offering of its common shares upon notice and subject to other conditions. Warrants: The following table summarizes the common share warrant activity for the year ended December 31, 2023: Balance at January 1, 2023 19,045,043 Issuances 0 Exercises (0 ) Balance at December 31, 2023 19,045,043 The intrinsic value of exercisable but unexercised in-the-money common share warrants at December 31, 2023 was $3,304,492. Treasury Shares: In the first half of 2023, the Company created treasury shares from its authorized capital in order to use them for its Standby Equity Distribution Agreement (the “SEDA”) that has been executed with YA II PN, Ltd., as discussed above. On December 31, 2023, the Company held 3,242,887 treasury shares for financing arrangements (2022: no such treasury shares were held). Option Plan: On December 14, 2021, the Board of Directors adopted the Share Option Plan Regulation 2021 (the “Option Plan”). The purpose of the Option Plan is to retain, attract and motivate management, employees, directors and consultants by providing them with options to purchase our common shares. The Board of Directors allocated fifteen percent (15%) of our fully diluted shares to awards that may be made pursuant to the Option Plan. The exercise prices, vesting and other restrictions of the awards to be granted under the Option Plan are determined by the Board of Directors, except that no stock option may be issued with an exercise price less than the fair market value of the common shares at the date of the grant or have a term in excess of ten years. Options granted under the Option Plan are exercisable in whole or in part at any time subsequent to vesting. The following table summarizes total stock option activity for the year ended December 31, 2023: Number of Weighted Balance at December 31, 2022 1,333,123 $ 1.23 Granted 776,344 $ 0.76 Exercised - - Expired/cancelled (245,809 ) $ 0.99 Balance at December 31, 2023 1,863,658 $ 1.07 Options vested and exercisable 449,515 Options expected to vest 1,414,143 The weighted average remaining contractual life of each of the options outstanding, options vested and exercisable and options expected to vest at December 31, 2023 was 8.8 years. The following table summarizes unvested stock option activity for the year ended December 31, 2023: Non-Vested Weighted Balance at December 31, 2022 1,283,123 $ 0.25 Granted 776,344 $ 0.51 Vested (399,515 ) $ 0.24 Forfeited (245,809 ) $ 0.27 Balance at December 31, 2023 1,414,146 $ 0.39 The aggregate intrinsic value of stock options is calculated as the difference between the exercise price of the stock options and the fair value of the Company’s common shares for those stock options that had exercise prices lower than the fair value of the Company’s common shares. The share price as of December 31, 2023, was $0.59 and the aggregate intrinsic value for options outstanding and expected to vest each year was $54,899. The intrinsic value of exercisable options was nil Stock-based compensation expense for the year ended December 31, 2023, was $164,906. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2023 | |
Income Taxes [Abstract] | |
Income Taxes | Note 13 Income Taxes The Company has Swiss tax loss carryforwards of $40.9 million as of December 31, 2023 (December 31, 2022: $32.9 million) of which $15.5 million will expire within the next five years, and $17.4 million will expire between 2028 - 2029. The significant components of net deferred taxes as of December 31, 2023, and 2022 are shown in the following table: 2023 2022 Deferred tax assets: Net benefit from tax loss carryforwards $ 4,337,728 $ 3,485,243 Deferred revenues 264,997 264,997 Other, net - - Valuation allowance (4,602,725 ) (3,750,239 ) Net deferred taxes $ - $ - The Company recorded a valuation allowance in 2023 and 2022 to reduce the net deferred taxes, as the Company deemed it to be more likely than not that the future deferred tax assets would not be realized in the future based on the lack of sufficient positive evidence in the jurisdictions related to the realization of the deferred tax assets. The effective tax rate was 0% for the years ended December 31, 2023, 2022 and 2021. The following table shows the income taxes in 2023, 2022 and 2021: 2023 2022 2021 Current tax $ - $ - $ - Deferred income tax (benefit) (852,486 ) (1,004,681 ) (1,119,614 ) (852,486 ) (1,004,681 ) (1,119,614 ) Change in valuation allowance 852,486 1,004,681 1,119,614 Total income tax expense $ - $ - $ - The Company files income tax returns in Switzerland. The Company’s income tax position in Switzerland is finally assessed up to the year ended December 31, 2020, so the years ended December 31, 2021, 2022 and 2023 are open for examination. Currently the Company does not have any open tax assessments. The following table shows the reconciliation between expected and effective tax rate: 2023 2022 2021 Statutory tax rate 10.6 % 10.6 % 10.6 % Effect of temporary differences (3.6 )% (4.8 )% (3.6 )% Change in valuation allowance on deferred tax assets (7.0 )% (5.8 )% (7.0 )% Effective tax rate 0.0 % 0.0 % 0.0 % The Company had generated approximately $9,700,000 of net operating losses (“NOLs”) prior to the reorganization in 2019 in which the Company’s preliminary analysis indicates that such NOLs would not be subject to significant limitations pursuant to applicable income tax regulations. The temporary differences relate to the conversion to U.S. GAAP from local Swiss GAAP, mainly in the areas of debt, intangible amortization and deferring financing costs. As of December 31, 2023, and 2022, there were no unrecognized tax benefits. If such matters were to arise, the Company would recognize interest and penalties related to income tax matters in income tax expense. |
Related Party Consulting Agreem
Related Party Consulting Agreements | 12 Months Ended |
Dec. 31, 2023 | |
Related Party Consulting Agreements [Abstract] | |
Related party consulting agreements | Note 14 Related party consulting agreements: The Company entered into consulting agreements with several of its senior management. In October 2019, the Company entered into a collaboration agreement with Adya Consulting, a company founded and managed by the Company’s then Chief Operating Officer, Silvia Panigone. Pursuant to the collaboration agreement, the Company agreed to pay Adya Consulting a one-time fee of CHF 2,500 ($2,705) for due diligence activities as well as a success fee of 5% for raising funds. For the year ended December 31, 2021, the Company recorded fees to Adya Consulting of $102,264 included in research and development expenses, respectively, on the statement of operating and comprehensive loss. Effective May 1, 2021, Ms. Panigone had entered into an employment agreement with the Company. On September 5, 2022, the Company and Ms. Panigone agreed that she would leave her position as Chief Operating Officer on November 30, 2022. In January 2017, and as subsequently amended in October 2020, the Company entered into a consulting agreement with CHG BioVenture SA, an entity controlled by Mr. Hervé Girsault, the Company’s current Head of Business Development. Pursuant to the consulting agreement, the Company agreed to pay CHG BioVenture SA a monthly fee of CHF 17,500, as well as an opportunity to a bonus of up to 15% of the annual fee, subject to the Company’s discretion. In addition, the Company has agreed to pay CHG BioVenture SA a 1% fee tied to the net proceeds actually received by the Company in certain transactions, such as, but not limited to, an M&A transaction. The consulting agreement may be terminated by either party for any reason at the end of each calendar quarter with three months’ prior written notice, or immediately if Mr. Girsault breaches the confidentiality provision. The consulting agreement also provides for a 24-month non-competition clause. The consulting agreement also provides for standard confidentiality provisions as well as reimbursement for certain expenses. For the years ended December 31, 2023, 2022 and 2021, the Company recorded fees to CHG BioVenture SA of $121,658, $131,941 and $158,945, respectively, included in general and administrative expenses on the statement of operations and comprehensive loss. The Company has entered into a new consulting agreement starting May 1, 2021, for the continuation of Mr. Girsault’s engagement with the Company in his current role. Pursuant to the new agreements, the Company has agreed to pay CHG BioVenture SA a monthly fee CHF 4’375 ($4,733) plus 7.7% VAT for his services. In addition, CHG BioVenture SA is eligible for a 1% success fee payment in the event of closing of a partnering agreement in China. In February 2021, the Company entered into a consulting agreement with Mr. Eric Konofal, the Company’s current Chief Scientific Officer, pursuant to which the Company agreed to pay Mr. Konofal a daily rate of CHF 2,000 for his services. The consulting agreement may be terminated by either party upon 30 days’ written notice or immediately by the Company in the event of a material breach by Mr. Konofal that cannot be cured. The consulting agreement contains customary confidentiality provisions and provides for an 18-month non-solicitation clause as well as reimbursement for certain expenses For the years ended December 31, 2023, 2022 and 2021, the Company recorded fees to Mr. Konofal of $178,820, $201,053 and $174,997, respectively, included in research and development expenses on the statement of operating and comprehensive loss.The Company entered a new consulting agreement starting July 1, 2021 for the continuation of Mr. Konofal’s engagement with the Company in his current role. In March 2021, the Company entered into a consulting agreement with Mr. Subhasis Roy, the Company’s former Interim Chief Financial Officer, pursuant to which the Company agreed to pay Mr. Roy a daily rate of CHF 2,000 for his services. The consulting agreement could be terminated by either party upon 30 days’ written notice or immediately by the Company in the event of a material breach by Mr. Roy that could not be cured. The consulting agreement contained customary confidentiality provisions and provided for an 18-month non-solicitation clause. For the years ended December 31, 2022, and 2021, the Company recorded fees to Mr. Roy of $49,480 and $101,717, respectively, included in general and administrative expenses on the statement of operating and comprehensive loss. The Company entered into a new consulting agreement starting June 1, 2021, for the continuation of Mr. Roy’s engagement with the Company. On May 31, 2022, Mr. Roy resigned as the Company’s Interim Chief Financial Officer. Mr. Roy continued to provide transition services to the Company through June 30, 2022. In March 2021, the Company entered into a consulting agreement with Mr. Carlos Camozzi, the Company’s current Interim Medical Director, pursuant to which the Company agreed to pay Mr. Camozzi an hourly rate of CHF 230 plus 7.7% VAT for his services. The consulting agreement may be terminated by either party upon 30 days’ written notice or immediately by us in the event of a material breach by Mr. Camozzi that cannot be cured. The consulting agreement contains customary confidentiality provisions and provides for an 18-month non-solicitation clause as well as reimbursement for certain expenses. For the years ended December 31, 2022, and 2021, the Company recorded fees to Mr. Camozzi of $100,841 and $126,326, respectively, included in research and development expenses on the statement of operating and comprehensive loss. In June 2022, the Company entered into a consulting agreement with Mr. Chad Hellmann, the Company’s then Chief Financial Officer, pursuant to which the Company agreed to pay Mr. Hellmann an annual salary of $160,000 for his services. Additionally, Mr. Hellmann was eligible for a bonus of up to $56,000 and he was eligible to receive an option award under the Option Plan. For the years ended December 31, 2023, and 2022, the Company recorded fees to, the Company recorded fees to Mr. Hellmann of $66,665 and $93,331, included in general and administrative expenses on the statement of operating and comprehensive loss. Mr. Hellmann resigned as the Company’s Chief Financial Officer as of May 31, 2023. In December 2022, the Company entered into a consulting agreement with Ms. Marianne Lambertson, the Company’s current Head of Corporate Communications & Investor Relations, pursuant to which the Company agreed to pay Ms. Lambertson a monthly retainer of $12,500 for her services. Additionally, Ms. Lambertson will be eligible for a one-time cash bonus based on the share value appreciation on 10,000 phantom shares with share appreciation defined as the difference in the opening share price commencing January 1, 2023, and the closing price ending April 30, 2023. For the year ended December 31, 2023 and 2022, the Company recorded fees to Ms. Lambertson of $112,375 and $12,500 included in general and administrative expenses on the statement of operating and comprehensive loss. Ms. Lambertson left her position as Head of Corporate Communications & Investor Relations on April 21, 2024. In December 2022, the Company entered into a consulting agreement with Ms. Astrid Sommer, the Company’s Head of Human Resources, pursuant to which the Company agreed to pay Ms. Sommer a fixed monthly retainer of $4,756 (CHF 4,400) with an additional per hour rate of $270 (CHF 250) for hours exceeding 20 hours per month For the years ended December 31, 2023 and 2022, the Company recorded fees to Ms. Sommer of $39,363 and $4,042 included in general and administrative expenses on the statement of operating and comprehensive loss. Ms. Sommer left her position as Head of Human Resources on May 31, 2023. In December 2022, the Company entered into a consulting agreement with Mr. Thomas Curatolo, the Company’s current Head of U.S. Commercialization, pursuant to which the Company agreed to pay Mr. Curatolo a monthly retainer of $16,000 per month for his services. Additionally, and he was eligible to receive an option award under the Option Plan. For the years ended December 31, 2023 and 2022, the Company recorded fees to Mr. Curatolo of $118,660 and $16,000 included in general and administrative expenses on the statement of operating and comprehensive loss. The Company terminated the agreement on November 20, 2023, with effect from December 20, 2023. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 15 Subsequent Events Management has evaluated subsequent events that have occurred through the date these financial statements were issued. As previously reported, on November 15, 2023, the Company, entered into a series of short term loan agreements, or the Short Term Loan Agreements and together with the Short Term Loan Agreement, the Loan Agreements, with certain existing shareholders of the Company, including Ronald Hafner, the Company’s Chairman of the Board of Directors, Felix Grisard, Jürgen Bauer and Maria Nayvalt, or the Short Term Lenders and together with the Short Term Lender, the Lenders, providing for an unsecured loan to the Company in the aggregate amount of CHF 875,000.00 (approximately $1,000,000.00), or the Short Term Loan. Pursuant to the Short Term Loan Agreements, the Short Term Loans bear interest at a rate of 10% per annum and mature on the earlier of June 30, 2024, or a liquidity event with a strategic partner. On March 18, 2024, the Company entered into an addendum to the Short Term Loan Agreement with the Short Term Lender, or the Short Term Loan Addendum, and a series of addendums to the Short Term Loan Agreements with the Short Term Lenders, or the Short Term Loan Addendums each providing for an extension of the maturity date under the Loan Agreements to December 31, 2024. On May 13, 2024, the Company entered into two addendums to the Short Term Loan Agreements with Ronald Hafner, the Company’s Chairman of the Board of Directors. These addendums extend the maturity date under the Loan Agreements to June 30, 2025, for the aggregate amount of CHF 750,000. On March 19, 2024, the Company entered into an exclusive license agreement (the “Aexon Agreement”), with Aexon Labs Inc. a Delaware corporation (“Aexon”). Pursuant to the Aexon Agreement, Aexon granted the Company an exclusive, royalty-bearing license (the “License”), with the right to grant sublicenses in multiple tiers according to the terms of the Aexon Agreement. Subject to earlier termination of the Aexon Agreement in accordance with its terms, the term of the Aexon Agreement is from the effective date of the Aexon Agreement to the latest of (i) the Company’s termination of the commercialization of one or more pharmaceutical or therapeutic products, or any combination thereof, in the use of such compounds for narcolepsy and other neuro degenerative disorders in the last region and country in which commercialization had actually begun, and (ii) the expiration of the last-to-expire Valid Claim (as defined in the Aexon Agreement) of a patent identified in the Aexon Agreement and patents owned by Aexon as of the date of the Aexon Agreement, that covers such pharmaceutical or therapeutic product for the use of such compounds for narcolepsy and other neuro degenerative disorders in the respective country or region in which it was used. Pursuant to the terms of the Aexon Agreement, the Company agreed to pay Aexon a royalty on a country-by-country basis of 5% to 30% depending on (i) earnings by the Company in a specified region or country for licensed products covered by patents, (ii) whether the applicable patent has not been granted to the applicable product at the time of commercialization of such product and (iii) whether the Company challenges the validity of a patent. The Company must exercise its exclusive option for the License no later than March 31, 2024, and make an upfront payment of $170,000, otherwise the Aexon Agreement shall become null and void as of April 1, 2024. The Company must also make payments to Aexon upon the occurrence of certain milestones. Such payments upon the occurrence of milestones contemplated in the Aexon Agreement range from $100,000 to $300,000. Further, pursuant to the Aexon Agreement, the Company has agreed to pay Aexon a percentage of license fees, milestones and royalties received from sublicensees. On March 20, 2024, the Company entered into a securities purchase agreement, or the Purchase Agreement, providing for the issuance in a registered direct offering of 7,000,000 common shares at a purchase price of $0.25 per share. The offering closed on March 22, 2024, subject to the satisfaction of customary closing conditions and requirements under applicable law. In addition, pursuant to the Purchase Agreement, the investors will receive unregistered warrants(“the Common Warrants”) to purchase up to an aggregate of 3,500,000 common shares at an exercise of $0.25 per share in a concurrent private placement. The Common Warrants were immediately exercisable upon issuance and will expire five years following the date of issuance. The Purchase Agreement contains customary representations and warranties and agreements of the Company and the investors and customary indemnification rights and obligations of the parties. Pursuant to the Purchase Agreement, the Company has agreed not to enter into any agreement to issue or announce the issuance or proposed issuance of any common shares or common share equivalents for a period of 45 days following the closing of the offering, subject to certain customary exceptions. The Company has also agreed that from the date of the Purchase Agreement until one year after the closing date of the offering, the Company shall not enter into an agreement to effect any issuance by the Company or any of the Company’s subsidiaries of common shares or common share equivalents (or a combination of units thereof) involving a variable rate transaction. The offering is expected to result in gross proceeds to the Company of $1,750,000. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Background [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying financial statements have been prepared in accordance with U.S. GAAP. Any reference in these notes to applicable guidance is meant to refer to the authoritative U.S. GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Updates (“ASU”) of the Financial Accounting Standards Board (“FASB”). |
Use of Estimates | Use of Estimates The preparation of the financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect amounts reported of assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting periods. Actual results could differ from those estimates and be based on events different from those assumptions. As part of these financial statements, the Company’s significant estimates include the valuation allowance related to the Company’s deferred tax assets. |
JOBS Act Accounting Election | JOBS Act Accounting Election The Company is an “emerging growth company” (“EGC”) as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). Under the JOBS Act, an EGC can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until such time as those standards apply to private companies. The Company intends to take advantage of the exemptions until it is no longer an EGC. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity of three months or less at the date of purchase to be cash equivalents. The Company deposits its cash primarily in checking, money market accounts, as well as certificates of deposit. The Company generally does not enter into investments for trading or speculative purposes rather to preserve its capital for the purpose of funding operations. |
Property and equipment | Property and equipment Property and equipment are recorded at cost, net of accumulated depreciation and any accumulated impairment losses. Depreciation is computed using the straight-line method over the estimated useful lives of the assets. The useful lives of property and equipment are five years for furniture and fixtures and three years for software. Upon retirement or sale, the cost of disposed assets and their related accumulated depreciation are removed from the balance sheet. Any resulting net gains or losses on dispositions of property and equipment are included as a component of operating expenses within the Company’s statements of operating and comprehensive loss. Repair and maintenance costs that do not significantly add value to the property and equipment, or prolong its life, are charged to operating expense as incurred. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk include cash. At December 31, 2023 and 2022, substantially all of the cash balances are deposited in one banking institution. At various times, the Company has deposits in financial institutions which are in excess of federally insured limits. |
Functional Currency | Functional Currency The Company has operations in Switzerland and the United States. The Company’s functional currency is the U.S. dollar (“USD”). The results of its non-USD based operations are translated to USD at the average exchange rates during the year. The Company’s assets and liabilities are translated using the current exchange rate as of the balance sheet date and shareholders’ equity is translated using historical rates. Foreign exchange transaction gains and losses are included in other income/expense in the Company’s results of operations. |
Revenue Recognition | Revenue Recognition As of December 31, 2023, the Company has not recognized any revenue from its exclusive license agreement (the “EF License Agreement”), as the upfront payment the Company received has been deferred. The EF License Agreement is to develop and commercialize its product candidate, Nolazol, in Latin American countries with Eurofarma Laboratorios S.A (“Eurofarma”), a Brazilian pharmaceutical company. The EF License Agreement is within the scope of ASC 606, “ Revenue from Contract with Customers Under ASC 606, an entity recognizes revenue when its customer obtains control of promised goods or services, in an amount that reflects the consideration which the entity expects to receive in exchange for those goods or services. To determine the appropriate amount of revenue to be recognized for arrangements determined to be within the scope of ASC 606, the Company performs the following five steps: (i) identification of the promised goods or services in the contract; (ii) determination of whether the promised goods or services are performance obligations including whether they are distinct in the context of the contract; (iii) measurement of the transaction price, including the constraint on variable consideration; (iv) allocation of the transaction price to the performance obligations; and (v) recognition of revenue when (or as) the Company satisfies each performance obligation. The Company only applies the five-step model to contracts when it is probable that the entity will collect consideration it is entitled to in exchange for the goods or services it transfers to the customer. Performance obligations are promised goods or services in a contract to transfer a distinct good or service to the customer and are considered distinct when (i) the customer can benefit from the good or service on its own or together with other readily available resources and (ii) the promised good or service is separately identifiable from other promises in the contract. In assessing whether promised goods or services are distinct, the Company considers factors such as the stage of development of the underlying intellectual property, the capabilities of the customer to develop the intellectual property on its own or whether the required expertise is readily available and whether the goods or services are integral to or dependent on other goods or services in the contract. The Company estimates the transaction price based on the amount expected to be received for transferring the promised goods or services in the contract. The consideration may include fixed consideration or variable consideration. At the inception of each arrangement that includes variable consideration, the Company evaluates the amount of potential payments and the likelihood that the payments will be received. The Company utilizes either the most likely amount method or expected amount method to estimate the amount expected to be received based on which method best predicts the amount expected to be received. The amount of variable consideration which is included in the transaction price may be constrained and is included in the transaction price only to the extent that it is probable that a significant reversal in the amount of the cumulative revenue recognized will not occur in a future period. The Company allocates the transaction price based on the estimated stand-alone selling price of each of the performance obligations. The Company must develop assumptions that require judgment to determine the stand-alone selling price for each performance obligation identified in a contract with a customer. The Company utilizes key assumptions to determine the stand-alone selling price for service obligations, which may include other comparable transactions, pricing considered in negotiating the transaction and the estimated costs. Additionally, in determining the stand-alone selling price for material rights, the Company may reference comparable transactions, clinical trial success probabilities, and develop estimates of option exercise likelihood. Any variable consideration is allocated specifically to one or more performance obligations in a contract when the terms of the variable consideration relate to the satisfaction of the performance obligation and the resulting amounts allocated are consistent with the amounts the Company would expect to receive for the satisfaction of each performance obligation. The consideration allocated to each performance obligation is recognized as revenue when control is transferred for the related goods or services. For performance obligations which consist of licenses and other promises, the Company utilizes judgment to assess the nature of the combined performance obligation to determine whether the combined performance obligation is satisfied over time or at a point in time and, if over time, the appropriate method of measuring progress. The Company evaluates the measure of progress at each reporting period and, if necessary, adjusts the measure of performance and related revenue recognition. Development and regulatory milestone payments are assessed under the most likely amount method and constrained if it is probable that a significant revenue reversal would occur. Milestone payments that are not within the Company’s control or the licensee’s control, such as regulatory approvals, are not considered probable of being achieved until those approvals are received. At the end of each reporting period, the Company re-evaluates the probability of achievement of such development milestones and any related constraint, and if necessary, adjusts its estimate of the overall transaction price. Any such adjustments are recorded on a cumulative catch-up basis, which would affect license revenues in the period of adjustment. To date, the Company has not recognized any consideration related to the achievement of development, regulatory, or commercial milestone revenue resulting from the EF License Agreement. For revenue related to sales-based royalties received from licensees, including milestone payments based on the level of sales, where the license is deemed to be the predominant item to which the royalties relate, the Company recognizes revenue at the later of (i) when the related sales occur, or (ii) when the performance obligation to which some or all of the royalty has been allocated has been satisfied (or partially satisfied). To date, the Company has not recognized any consideration related to sales-based royalty revenue resulting from any of the Company’s license agreement. To the extent the Company receives payments, including non-refundable payments, in excess of the recognized revenue, such excess is recorded as deferred revenue until the Company performs its obligations under these arrangements. Amounts are recorded as accounts receivable when the Company’s right to consideration is unconditional. |
Research and Development | Research and Development Costs for research and development (“R&D”) of products, including vendor expenses and supplies and consultant fees, are expensed as incurred. Clinical trial and other development costs incurred by third parties are expensed as the contracted work is performed. Where contingent milestone payments are due to third parties under research and development arrangements, the obligations are recorded when the milestone results are probable of being achieved. |
General and Administrative Expenses | General and Administrative Expenses General and administrative expenses include personnel costs, expenses for outside professional services, and all other allocated expenses. Personnel costs consist of salaries, cash bonuses and benefits. Outside professional services consist of legal fees (including intellectual property and corporate matters), accounting and audit services, IT and other consulting fees. |
Fair Value Measurements | Fair Value Measurements The Company measures and discloses fair value in accordance with ASC 820, “ Fair Value,” Level 1 - unadjusted quoted prices are available in active markets for identical assets or liabilities that the Company has the ability to access as of the measurement date. Level 2 - pricing inputs are other than quoted prices in active markets that are directly observable for the asset or liability or indirectly observable through corroboration with observable market data. Level 3 - pricing inputs are unobservable for the non-financial asset or liability and only used when there is little, if any, market activity for the non-financial asset or liability at the measurement date. The inputs into the determination of fair value require significant management judgment or estimation. Fair value is determined using comparable market transactions and other valuation methodologies, adjusted as appropriate for liquidity, credit, market and/or other risk factors. This hierarchy requires the Company to use observable market data, when available, and to minimize the use of unobservable inputs when determining fair value. The Company’s cash and cash equivalents are carried at fair value, determined according to the fair value hierarchy described above. The carrying value of the Company’s accounts payable and accruals approximates its fair value due to the short-term nature of these liabilities. |
Debt Issuance Costs and Debt Discount | Debt Issuance Costs and Debt Discount Debt issuance costs related to a recognized debt liability are presented on the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts, and are amortized to interest expense over the term of the related debt using the effective interest method. |
Income Taxes | Income Taxes The Company accounts for income taxes using the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the financial statements or in the Company’s tax returns. Deferred taxes are determined based on the difference between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect in the years in which the differences are expected to reverse. Changes in deferred tax assets and liabilities are recorded in the provision for income taxes. The Company assesses the likelihood that its deferred tax assets will be recovered from future taxable income and, to the extent it believes, based upon the weight of available evidence, that it is more likely than not that all or a portion of the deferred tax assets will not be realized, a valuation allowance is established through a charge to income tax expense. Potential for recovery of deferred tax assets is evaluated by estimating the future taxable profits expected and considering prudent and feasible tax planning strategies. Due to the fact that the Company has a history of generating losses, and expects to generate losses in the foreseeable future, a full valuation allowance has been recorded. The Company accounts for uncertain tax positions in accordance with an amendment to ASC Topic 740-10, “ Income Taxes ( Accounting for Uncertainty in Income Taxes),” which clarified the accounting for uncertainty in tax positions. This amendment provides that the tax effects from an uncertain tax position can be recognized in the financial statements only if the position is “more-likely-than-not” to be sustained were it to be challenged by a taxing authority. The assessment of the tax position is based solely on the technical merits of the position, without regard to the likelihood that the tax position may be challenged. If an uncertain tax position meets the “more-likely-than-not” threshold, the largest amount of tax benefit that is more than 50% likely to be recognized upon ultimate settlement with the taxing authority is recorded. |
Employee Benefits (including Post Retirement Benefits) | Employee Benefits (including Post Retirement Benefits) The Company operates the mandatory pension plan for its employees in Switzerland. The plan is generally funded through payments to insurance companies or trustee-administered funds. The Company has a pension plan designed to pay pensions based on accumulated contributions on individual savings accounts. However, this plan is classified as a defined benefit plan under ASC 960 “Plan Accounting – Defined Benefit Pension Plans The net defined benefit liability is the present value of the defined benefit obligation at the balance sheet date minus the fair value of plan assets. The defined benefit obligation is calculated annually by independent actuaries using the projected unit credit method, which reflects services rendered by employees to the date of valuation, incorporates assumptions concerning employees’ projected salaries, pension increases as well as discount rates of highly liquid corporate bonds which have terms to maturity approximating the terms of the related liability. Remeasurements of the net defined benefit liability, which comprise actuarial gains and losses, and the return on plan assets (excluding interest), are recognized immediately in Other Comprehensive Loss. Past service costs, including curtailment gains or losses, are recognized immediately as an allocation between research and development and general and administrative expenses within the operating results. Settlement gains or losses are recognized in either research and development and/or general and administrative expenses within the operating results. The Company determines the net interest expense (income) on the net defined benefit liability for the period by applying the discount rate used to measure the defined benefit obligation at the beginning of the annual period or in case of any significant events between measurement dates to the then-net defined benefit liability, taking into account any changes in the net defined benefit liability during the period as a result of contributions and benefit payments. Net interest expense and other expenses related to defined benefit plans are recognized in the statement of operations and comprehensive loss. |
Stock-Based Compensation | Stock-Based Compensation The Company measures all stock-based awards granted based on the fair value on the date of the grant and recognizes compensation expense with respect to those awards over the requisite service period, which is generally the vesting period of the respective award. Generally, the Company issues awards with only service-based vesting conditions and records the expense for these awards using the straight-line method. The Company recognizes forfeitures related to stock-based compensation awards as they occur and reverses any previously recognized compensation cost associated with forfeited awards in the period the forfeiture occurs. The Company classifies stock-based compensation expense in the accompanying consolidated statements of operations and comprehensive loss in the same manner in which the award recipients’ payroll costs are classified or in which the award recipients’ service payments are classified. The fair value of each stock option is estimated on the date of grant using the Black-Scholes option-pricing model (“Black-Scholes”). Black-Scholes requires a number of assumptions, of which the most significant are share price, expected volatility, expected option term (the time from the grant date until the options are exercised or expire), risk-free rate and expected dividend rate. The grant date fair value of a common share is determined by the board of directors (the “Board of Directors”) considering, among other factors, the assistance of a valuation specialist and management. The grant date fair value of a common share is determined using the valuation methodologies, which utilize certain assumptions, including probability weighting of events, volatility, time to liquidation, risk-free interest rate and discount for lack of marketability. |
Earnings per Share | Earnings per Share Basic net loss per common share is computed by dividing the net loss applicable to common shareholders by the weighted-average number of common shares outstanding during the year. Diluted loss per common share is computed similar to basic loss per share, except that the denominator is increased to include the number of additional potential common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. Potential common shares are excluded from the computation for a period in which a net loss is reported or if their effect is anti-dilutive. The Company’s potential common shares consist of warrants, convertible promissory notes and convertible loans with their potential dilutive effect considered using the treasury stock method. For the year ended December 31, 2023, 5,747,127 common shares from pre-funded warrants were added and 3,242,887 treasury shares were excluded from the computation. For the year ended December 31, 2022, 13,297,916 common shares from warrants were excluded from the computation. For the year ended December 31, 2021, 5,409,746, shares from warrants and 1,474,853 treasury shares were excluded from the computation, respectively. |
Treasury Shares | Treasury Shares Treasury shares are purchased at cost and recognized as a deduction from equity. Income or loss from subsequent sales is presented in equity. |
Segment Reporting | Segment Reporting The Company manages its operations as a single segment for the purposes of assessing performance and making operating decisions. The Company’s singular focus is on developing therapeutics for the treatment of neurobehavioral and neurocognitive disorders. All of the Company’s tangible assets are held in Switzerland. |
Recently Issued Accounting Standards Not Yet Effective | Recently Issued Accounting Standards Not Yet Effective The Company has implemented all new accounting pronouncements that are in effect and that may impact its consolidated financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations. |
Prepaid Expenses and Other Cu_2
Prepaid Expenses and Other Current Assets (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Prepaid Expenses and Other Current Assets [Abstract] | |
Schedule of Prepaid Expenses and Other Current Assets | The Company’s prepaid expenses and other current assets consisted of the following as of December 31, 2023, and 2022: December 31, 2023 2022 Vendor prepayments $ 821,266 $ 65,739 VAT recoverable and other current assets 24,433 41,243 Other short-term receivables 10,664 - Prepaid insurance 69,019 36,496 Prepaid expenses - 154,520 Total prepaid expenses and other current assets $ 925,382 $ 297,998 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Property and Equipment, Net [Abstract] | |
Schedule of Property and Equipment | The following table shows the property and equipment consisted of the following as of December 31, 2023 and 2022: December 31, 2023 2022 Cost Furniture and fixtures $ 13,341 $ 13,341 Software 26,219 26,219 Total cost 39,560 39,560 Accumulated depreciation (32,866 ) (21,458 ) Total property and equipment, net $ 6,694 $ 18,102 |
Other Accrued Liabilities (Tabl
Other Accrued Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Other Accrued Liabilities [Abstract] | |
Schedule of Other Accrued Liabilities | Other accrued liabilities consisted of the following as of December 31, 2023 and 2022: December 31, 2023 2022 Professional consultants’ expenses $ 332,690 $ 285,398 Vendor liabilities 112,635 13,000 Related party expenses - 4,107 Interest short term loan 25,605 - Accrued board fees 184,672 149,496 Accrued bonus 960,025 510,678 Other accrued expenses 36,643 23,758 Total other accrued liabilities $ 1,652,270 $ 986,437 |
Pension Liability (Tables)
Pension Liability (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Pension Liability [Abstract] | |
Schedule of Information on the Pension Plan | The following table provides information on the pension plan for the years ended December 31, 2023, 2022 and 2021: 2023 2022 2021 Service cost $ 53,920 $ 39,667 $ 25,206 Interest cost 14,416 2,743 2,992 Expected return on assets (14,767 ) (12,196 ) (4,249 ) Effect of settlement, curtailment, plan amendment - (72,600 ) (5,810 ) Actuarial loss outside corridor recognized - 3,091 - Past service cost recognized in year 3,031 2,855 - Administrative expenses 2,926 2,298 1,946 Net periodic pension cost $ 59,525 $ (34,142 ) $ 20,085 |
Schedule of Projected Benefit Obligation and the Changes to the Fair Value of the Plan Assets of the Pension Plan | The reconciliation of the projected benefit obligation and the changes to the fair value of the plan assets of the pension plan are shown in the following table: 2023 2022 Projected benefit obligation, beginning of period $ 584,737 $ 927,369 Service cost 53,920 39,667 Interest cost 14,416 2,743 Transfers-in and (-out), net 38,654 (209,035 ) Actuarial (gain)/ loss 123,388 (152,048 ) Currency conversion adjustments (6,087 ) (23,959 ) Projected benefit obligation, end of period $ 809,028 $ 584,737 Plan assets, beginning of period $ 448,615 $ 608,478 Actual return on plan assets 27,844 (51,764 ) Employer contributions 38,737 37,468 Participant contributions 20,655 20,608 Transfers-in and (-out), net 17,999 (150,129 ) Administration expenses (2,926 ) (2,299 ) Currency conversion adjustments (2,581 ) (13,747 ) Plan assets, end of period $ 548,343 $ 448,615 Accrued pension liability $ 260,685 $ 136,122 |
Schedule of unrecognized pension cost in accumulated other comprehensive income/loss | The following table shows the components of unrecognized pension cost in accumulated other comprehensive income/loss that have not yet been recognized as components of net periodic pension cost: 2023 2022 Net loss, beginning of period $ 50,791 $ 151,739 Other gain/loss during the period 110,313 (88,088 ) Other prior year gain/loss recognized in period - (3,091 ) Effect of settlement, curtailment - (6,913 ) Amortization of pension related net loss - - Net loss, end of period 161,104 53,647 Prior service cost, beginning of period - - Amortization of prior service cost (3,031 ) (2,856 ) Prior service cost end of period (3,031 ) (2,856 ) Total unrecognized pension cost, end of period $ 158,073 $ 50,791 |
Schedule of Weighted Average of the Key Assumptions used to Compute the Benefit Obligations | The weighted average of the key assumptions used to compute the benefit obligations were as follows: 2023 2022 Discount rate 1.45 % 2.25 % Rate of increase in compensation level 0.65 % 0.25 % Interest credit rate on savings accounts 1.45 % 2.25 % Expected long-term rate of return on plan assets 2.30 % 2.95 % Inflation rate 1.25 % 0.85 % |
Share Capital and Public Offe_2
Share Capital and Public Offerings (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Share Capital and Public Offerings [Abstract] | |
Schedule of Common Share Warrant Activity | The following table summarizes the common share warrant activity for the year ended December 31, 2023: Balance at January 1, 2023 19,045,043 Issuances 0 Exercises (0 ) Balance at December 31, 2023 19,045,043 |
Schedule of Stock Option Activity | The following table summarizes total stock option activity for the year ended December 31, 2023: Number of Weighted Balance at December 31, 2022 1,333,123 $ 1.23 Granted 776,344 $ 0.76 Exercised - - Expired/cancelled (245,809 ) $ 0.99 Balance at December 31, 2023 1,863,658 $ 1.07 Options vested and exercisable 449,515 Options expected to vest 1,414,143 |
Schedule of Unvested Stock Option | The following table summarizes unvested stock option activity for the year ended December 31, 2023: Non-Vested Weighted Balance at December 31, 2022 1,283,123 $ 0.25 Granted 776,344 $ 0.51 Vested (399,515 ) $ 0.24 Forfeited (245,809 ) $ 0.27 Balance at December 31, 2023 1,414,146 $ 0.39 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Taxes [Abstract] | |
Schedule of Net Deferred Taxes | The significant components of net deferred taxes as of December 31, 2023, and 2022 are shown in the following table: 2023 2022 Deferred tax assets: Net benefit from tax loss carryforwards $ 4,337,728 $ 3,485,243 Deferred revenues 264,997 264,997 Other, net - - Valuation allowance (4,602,725 ) (3,750,239 ) Net deferred taxes $ - $ - |
Schedule of Income Tax Provision | The following table shows the income taxes in 2023, 2022 and 2021: 2023 2022 2021 Current tax $ - $ - $ - Deferred income tax (benefit) (852,486 ) (1,004,681 ) (1,119,614 ) (852,486 ) (1,004,681 ) (1,119,614 ) Change in valuation allowance 852,486 1,004,681 1,119,614 Total income tax expense $ - $ - $ - |
Schedule of Effective Reconciliation of the Federal Income Tax Rate | The following table shows the reconciliation between expected and effective tax rate: 2023 2022 2021 Statutory tax rate 10.6 % 10.6 % 10.6 % Effect of temporary differences (3.6 )% (4.8 )% (3.6 )% Change in valuation allowance on deferred tax assets (7.0 )% (5.8 )% (7.0 )% Effective tax rate 0.0 % 0.0 % 0.0 % |
Background (Details)
Background (Details) - USD ($) | 12 Months Ended | |||
Feb. 02, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Background (Details) [Line Items] | ||||
Exercise price per share | $ 1.04 | |||
Accumulated deficit | $ (70,373,484) | $ (58,201,455) | ||
Operating loss | (11,807,063) | (15,482,364) | $ (11,860,621) | |
Cash and cash equivalents | $ 897,680 | $ 8,948,400 | ||
Employee Stock [Member] | ||||
Background (Details) [Line Items] | ||||
Initial public offering unit | 4,819,277 | |||
Price per share | $ 4.15 | |||
Description of warrant | Each unit consisted of one common share and one warrant to purchase one common share (the “Warrants”). | |||
Gross proceeds | $ 17,000,000 | |||
Exercise price per share | $ 4.15 | |||
Additional purchase share | 722,891 | |||
Additional warrants share | 722,891 | |||
Warrant offering per share | $ 0.01 | |||
Warrant purchase common share | 722,891 | |||
Background [Member] | Employee Stock [Member] | ||||
Background (Details) [Line Items] | ||||
Exercise price per share | $ 4.15 | |||
Going Concern [Member] | ||||
Background (Details) [Line Items] | ||||
Accumulated deficit | $ (70,400,000) |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Details) - shares | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Summary of Significant Accounting Policies (Details) [Line Items] | |||
Tax benefits more likely to be recognized, percentage | 50% | ||
Warrant [Member] | |||
Summary of Significant Accounting Policies (Details) [Line Items] | |||
Warrants and convertible loans were excluded from computation | 5,747,127 | 13,297,916 | 5,409,746 |
Treasury Stock, Common [Member] | |||
Summary of Significant Accounting Policies (Details) [Line Items] | |||
Warrants and convertible loans were excluded from computation | 3,242,887 | 1,474,853 |
Prepaid Expenses and Other Cu_3
Prepaid Expenses and Other Current Assets (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] | ||
Vendor prepayments | $ 821,266 | $ 65,739 |
VAT recoverable and other current assets | 24,433 | 41,243 |
Other short-term receivables | 10,664 | |
Prepaid insurance | 69,019 | 36,496 |
Prepaid expenses | 154,520 | |
Total prepaid expenses and other current assets | $ 925,382 | $ 297,998 |
Property and Equipment, Net (De
Property and Equipment, Net (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Property and Equipment, Net [Abstract] | |||
Deprecation and related amortization expense | $ 11,408 | $ 11,408 | $ 10,050 |
Property and Equipment, Net (_2
Property and Equipment, Net (Details) - Schedule of Property and Equipment - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Cost | ||
Total cost | $ 39,560 | $ 39,560 |
Accumulated depreciation | (32,866) | (21,458) |
Total property and equipment, net | 6,694 | 18,102 |
Furniture and fixtures [Member] | ||
Cost | ||
Total cost | 13,341 | 13,341 |
Software [Member] | ||
Cost | ||
Total cost | $ 26,219 | $ 26,219 |
Related Party Short-Term Loans
Related Party Short-Term Loans (Details) | Jun. 30, 2024 | Nov. 15, 2023 USD ($) | Nov. 15, 2023 CHF (SFr) | Sep. 28, 2023 CHF (SFr) |
Related Party Short-Term Loans [Line Items] | ||||
Unsecured loans | $ 1,000,000 | SFr 875,000 | ||
Short term loan | SFr 500,000 | |||
Forecast [Member] | Related party short-term Loans [Member] | ||||
Related Party Short-Term Loans [Line Items] | ||||
Percentage of loans bear interest rate | 10% |
Other Accrued Liabilities (Deta
Other Accrued Liabilities (Details) - Schedule of Other Accrued Liabilities - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Other Accrued Liabilities [Abstract] | ||
Professional consultants’ expenses | $ 332,690 | $ 285,398 |
Vendor liabilities | 112,635 | 13,000 |
Related party expenses | 4,107 | |
Interest short term loan | 25,605 | |
Accrued board fees | 184,672 | 149,496 |
Accrued bonus | 960,025 | 510,678 |
Other accrued expenses | 36,643 | 23,758 |
Total other accrued liabilities | $ 1,652,270 | $ 986,437 |
Note Payable (Details)
Note Payable (Details) - Notes Payable, Other Payables [Member] | Jan. 31, 2022 USD ($) |
Note Payable [Line Items] | |
Debt Instrument, Face Amount | $ 704,160 |
Debt Instrument, Term | 10 months |
Interest rate percentage | 3.90% |
Short-Term Convertible Notes (D
Short-Term Convertible Notes (Details) - Convertible Debt [Member] - USD ($) | 1 Months Ended | 12 Months Ended | ||
Oct. 07, 2022 | Oct. 31, 2022 | Dec. 31, 2023 | Aug. 19, 2022 | |
Short-term Convertible Notes [Line Items] | ||||
Aggregate amount | $ 1,530,000 | |||
Interest rate percentage | 10% | |||
Aggregrate amount (in Shares) | 1,258,215 | |||
Unamortized debt discount | $ 67,008 | |||
Converted common share (in Shares) | 2,516,429 | |||
Outstanding warrant | 5 years | |||
Warrants issued | $ 2,472,616 | |||
Loss on conversion | $ 922,495 | |||
Debt instrument convertible description | the notes were able to be voluntarily converted into common shares of the Company prior to the maturity date at a 20% discount (i) to any subsequent qualified equity financing round of at least $6 million in the aggregate or (ii) upon a change of control. | |||
Unregistered warrants description | the noteholders received unregistered warrants to purchase common shares of the Company equal to an aggregate of 10% of the note amount of each noteholder, divided by $0.4970 | |||
Maximum [Member] | ||||
Short-term Convertible Notes [Line Items] | ||||
Aggregate amount | 350,000 | |||
Minimum [Member] | ||||
Short-term Convertible Notes [Line Items] | ||||
Aggregate amount | $ 80,000 | |||
Convertible Common Stock [Member] | ||||
Short-term Convertible Notes [Line Items] | ||||
Converted common share (in Shares) | 2,516,429 | |||
Warrant [Member] | ||||
Short-term Convertible Notes [Line Items] | ||||
Aggregrate amount (in Shares) | 307,844 | |||
Exercise price per share (in Dollars per share) | $ 0.7 | $ 0.497 |
Deferred Revenues (Details)
Deferred Revenues (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Deferred Revenue [Abstract] | ||
Non-refundable upfront payment | $ 2,500,000 | |
receive non-refundable milestone payments | 16,000,000 | |
Estimated total transaction price | 2,500,000 | |
Deferred revenue | 2,500,000 | |
Long-term deferred revenues | $ 2,500,000 | $ 2,500,000 |
Pension Liability (Details)
Pension Liability (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Pension Liability [Abstract] | |||
Defined Benefit Plan, Net Periodic Benefit Cost (Credit) Excluding Service Cost, Statement of Income or Comprehensive Income [Extensible Enumeration] | Accrued pension liability | ||
Accrued pension liability | $ 260,685 | $ 136,122 | |
Projected benefit obligations percentage rate | 10% | ||
Amortization | $ 0 | 0 | |
Accumulated other comprehensive loss | (158,073) | (50,791) | $ (151,739) |
Accumulated benefit obligation | $ 809,028 | $ 584,737 | $ 927,369 |
Pension Liability (Details) - S
Pension Liability (Details) - Schedule of Information on the Pension Plan - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule of information on the pension plan [Abstract] | |||
Service cost | $ 53,920 | $ 39,667 | $ 25,206 |
Interest cost | 14,416 | 2,743 | 2,992 |
Expected return on assets | (14,767) | (12,196) | (4,249) |
Effect of settlement, curtailment, plan amendment | (72,600) | (5,810) | |
Actuarial loss outside corridor recognized | 3,091 | ||
Past service cost recognized in year | 3,031 | 2,855 | |
Administrative expenses | 2,926 | 2,298 | 1,946 |
Net periodic pension cost | $ 59,525 | $ (34,142) | $ 20,085 |
Pension Liability (Details) -_2
Pension Liability (Details) - Schedule of Projected Benefit Obligation and the Changes to the Fair Value of the Plan Assets of the Pension Plan - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule of projected benefit obligation and the changes to the fair value of the plan assets of the pension plan [Abstract] | |||
Projected benefit obligation, beginning of period | $ 584,737 | $ 927,369 | |
Projected benefit obligation, end of period | 809,028 | 584,737 | $ 927,369 |
Plan assets, beginning of period | 448,615 | 608,478 | |
Plan assets, end of period | 548,343 | 448,615 | 608,478 |
Accrued pension liability | 260,685 | 136,122 | |
Service cost | 53,920 | 39,667 | 25,206 |
Interest cost | 14,416 | 2,743 | $ 2,992 |
Transfers-in and (-out), net | 38,654 | (209,035) | |
Actuarial (gain)/ loss | 123,388 | (152,048) | |
Currency conversion adjustments | (6,087) | (23,959) | |
Actual return on plan assets | 27,844 | (51,764) | |
Employer contributions | 38,737 | 37,468 | |
Participant contributions | 20,655 | 20,608 | |
Transfers-in and (-out), net | 17,999 | (150,129) | |
Administration expenses | (2,926) | (2,299) | |
Currency conversion adjustments | $ (2,581) | $ (13,747) |
Pension Liability (Details) -_3
Pension Liability (Details) - Schedule of Unrecognized Pension Cost in Accumulated Other Comprehensive Income/Loss - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Schedule of unrecognized pension cost in accumulated other comprehensive income/loss [Abstract] | ||
Net loss, beginning of period | $ 50,791 | $ 151,739 |
Other gain/loss during the period | 110,313 | (88,088) |
Other prior year gain/loss recognized in period | (3,091) | |
Effect of settlement, curtailment | (6,913) | |
Amortization of pension related net loss | ||
Net loss, end of period | 161,104 | 53,647 |
Prior service cost, beginning of period | ||
Amortization of prior service cost | (3,031) | (2,856) |
Prior service cost end of period | (3,031) | (2,856) |
Total unrecognized pension cost, end of period | $ 158,073 | $ 50,791 |
Pension Liability (Details) -_4
Pension Liability (Details) - Schedule of Weighted Average of the Key Assumptions used to Compute the Benefit Obligations | Dec. 31, 2023 | Dec. 31, 2022 |
Schedule of weighted average of the key assumptions used to compute the benefit obligations [Abstract] | ||
Discount rate | 1.45% | 2.25% |
Rate of increase in compensation level | 0.65% | 0.25% |
Interest credit rate on savings accounts | 1.45% | 2.25% |
Expected long-term rate of return on plan assets | 2.30% | 2.95% |
Inflation rate | 1.25% | 0.85% |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | 12 Months Ended | |||
Jun. 01, 2023 | Dec. 31, 2023 | Dec. 11, 2023 | Dec. 01, 2023 | |
Commitments and Contingencies [Line Items] | ||||
License consideration paid | $ 250,000 | |||
Milestone payments due, description | (i) $750,000 payable following the end of a Phase II meeting with the FDA, with the amount to be reduced to $375,000 if toxicology studies must be repeated; (ii) $2 million following the earlier of U.S. Food and Drug Administration (“FDA”) marketing authorization of Quilience or Nolazol; (iii) 1% of any upfront and milestone payments, if any, from any sublicensees and (iv) $3 million as a one-time payment upon the Company’s product candidate reaching $250 million in cumulative sales. | |||
Aggregate amount | $ 49,272,323 | |||
Unpaid service fee | $ 793,112.46 | |||
Total amount | $ 1,007,700.5 |
Share Capital and Public Offe_3
Share Capital and Public Offerings (Details) | 1 Months Ended | 12 Months Ended | |||||||
Dec. 13, 2022 SFr / shares $ / shares shares | Oct. 07, 2022 shares | Apr. 25, 2022 SFr / shares $ / shares shares | Dec. 14, 2021 | Oct. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2023 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) shares | Dec. 31, 2021 USD ($) | Dec. 13, 2022 $ / shares | |
Share Capital and Public Offerings [line Items] | |||||||||
Common shares | 35,671,780 | 32,428,893 | |||||||
Issuance of common shares | 3,015,384 | ||||||||
Purchase of common shares | 0 | ||||||||
Cash Placement | $ | $ 140,000 | ||||||||
Exercise price per share | $ / shares | $ 1.04 | ||||||||
sales agreement description | the Company entered into the Sales Agreement with Virtu, as sales agent. On April 13, 2022, the Company reduced the amount that may be sold pursuant to the Sales Agreement to $230,000. The Company will pay Virtu a commission rate of up to 3.0% of the gross proceeds from each sale of common shares and has agreed to provide Virtu with customary indemnification and contribution rights. The Company will also reimburse Virtu for certain specified expenses in connection with entering into the Sales Agreement. Under the Sales Agreement, common shares will be offered and sold pursuant to the Company’s shelf registration statement on Form F-3 (File No. 333-262489), declared effective by the Securities and Exchange Commission on February 11, 2023. In addition, under the Sales Agreement, sales of common shares may be made by any method permitted by law deemed to be an “at the market offering” as defined in Rule 415(a)(4) under the Securities Act of 1933, as amended. The Company has no obligation to sell any of the common shares under the Sales Agreement and may at any time suspend the offering of its common shares upon notice and subject to other conditions | ||||||||
Commission rate percentage | 3% | ||||||||
Common share warrants | $ | $ 3,304,492 | ||||||||
Treasury Stock, Common, Shares | 3,242,887 | ||||||||
Diluted shares percentage | 15% | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Expiration Period | 10 years | ||||||||
Options vested and exercisable | 8 years 9 months 18 days | ||||||||
Price per unit | $ / shares | $ 0.59 | ||||||||
Aggregate intrinsic value for options outstanding and expected to vest | $ | $ 54,899 | ||||||||
Intrinsic value of exercisable options | $ | |||||||||
Stock-based compensation expense | $ | 164,906 | $ 22,730 | |||||||
Unrecognized stock-based compensation expense | $ | $ 471,347 | ||||||||
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition | 1 year 9 months 14 days | ||||||||
Pre Funded Warrant [Member] | |||||||||
Share Capital and Public Offerings [line Items] | |||||||||
Purchase price per share | $ / shares | $ 1.04 | ||||||||
Purchase of common shares | 1,184,616 | ||||||||
Maximum [Member] | |||||||||
Share Capital and Public Offerings [line Items] | |||||||||
Exercise price per share | $ / shares | $ 1.04 | ||||||||
Minimum [Member] | |||||||||
Share Capital and Public Offerings [line Items] | |||||||||
Pre-funded warrant discount | SFr / shares | $ 0.02 | ||||||||
Private Placement [Member] | |||||||||
Share Capital and Public Offerings [line Items] | |||||||||
Purchase of common shares | 3,150,000 | ||||||||
BVF Partners L.P. Securities Purchase Agreement [Member] | |||||||||
Share Capital and Public Offerings [line Items] | |||||||||
Issuance of common shares | 5,747,126 | ||||||||
Purchase price per share | $ / shares | $ 0.87 | ||||||||
Purchase of common shares | 5,747,127 | ||||||||
Fee amount | $ | $ 700,000 | ||||||||
Aggregate gross proceeds | 5% | ||||||||
Unit offering maximum | $ | $ 20,000,000 | ||||||||
Number of common shares | 150% | ||||||||
Share capital and public offerings description | Pursuant to the purchase agreement, the Company agreed to grant BVF the right to participate in future offerings of the Company’s securities for a period from the first closing (the “First Closing”) until the earlier of (i) the 30-month anniversary of the initial closing date or (ii) until such time that BVF retains beneficial ownership of less than 9.9% of the issued and outstanding Common Shares. on the same terms, conditions and price provided for in the subsequent financing or the right to purchase a comparable security with a beneficial ownership limitation. In addition, the Company agreed to grant BVF the right to nominate one member to the Company’s Board of Directors and shall continue to recommend to its shareholders to elect such member for a period from the First Closing until such time that BVF retains beneficial ownership of less than 9.9% of the issued and outstanding common shares. | ||||||||
BVF Partners L.P. Securities Purchase Agreement [Member] | Pre Funded Warrant [Member] | |||||||||
Share Capital and Public Offerings [line Items] | |||||||||
Common per share | SFr / shares | SFr 0.02 | ||||||||
BVF Partners L.P. Securities Purchase Agreement [Member] | Maximum [Member] | |||||||||
Share Capital and Public Offerings [line Items] | |||||||||
Common per share | $ / shares | $ 0.87 | ||||||||
BVF Partners L.P. Securities Purchase Agreement [Member] | Minimum [Member] | |||||||||
Share Capital and Public Offerings [line Items] | |||||||||
Pre-funded warrant discount | $ / shares | SFr 0.02 | ||||||||
BVF Partners L.P. Securities Purchase Agreement [Member] | Pre Funded Warrant [Member] | |||||||||
Share Capital and Public Offerings [line Items] | |||||||||
Purchase price per unit | $ / shares | $ 1.5 | ||||||||
Exercise price per share | $ / shares | $ 2.03 | ||||||||
Private Placement [Member] | |||||||||
Share Capital and Public Offerings [line Items] | |||||||||
Share capital and public offerings description | the Company closed on a securities purchase agreement for the issuance in a private placement offering of (i) 5,194,802 common shares at a purchase price of $0.77 per share, and (ii) warrants to purchase up to an aggregate of 2,597,401 common shares at an exercise of $0.70 per share. The Company’s Chairman of the Board of Directors, Ronald Hafner, purchased 324,675 common shares in the offering and the Company’s Chief Medical Officer, George Apostol, purchased 1,298,701 common shares in the offering. | ||||||||
Common Stock [Member] | |||||||||
Share Capital and Public Offerings [line Items] | |||||||||
Common shares | 35,671,780 | ||||||||
Convertible Debt [Member] | |||||||||
Share Capital and Public Offerings [line Items] | |||||||||
Purchase of common shares | 1,258,215 | ||||||||
Aggregate principal balance | $ | $ 1,530,000 | ||||||||
Converted into common shares | 2,516,429 | ||||||||
Convertible Debt [Member] | Share Capital and Public Offerings [Member] | |||||||||
Share Capital and Public Offerings [line Items] | |||||||||
Purchase of common shares | 1,258,215 | ||||||||
Exercise price per share | $ / shares | $ 0.7 | ||||||||
Mr. Ronald Hafner [Member] | |||||||||
Share Capital and Public Offerings [line Items] | |||||||||
Issuance of common shares | 95,984 |
Share Capital and Public Offe_4
Share Capital and Public Offerings (Details) - Schedule of Common Share Warrant Activity | 12 Months Ended |
Dec. 31, 2023 shares | |
Schedule of common share warrant activity [Abstract] | |
Balance | 19,045,043 |
Issuances | 0 |
Exercises | 0 |
Balance | 19,045,043 |
Share Capital and Public Offe_5
Share Capital and Public Offerings (Details) - Schedule of Stock Option Activity | 12 Months Ended |
Dec. 31, 2023 $ / shares shares | |
Schedule of Stock Option Activity [Abstract] | |
Number of Options, Beginning balance | 1,333,123 |
Weighted Average Exercise Price, Beginning balance (in Dollars per share) | $ / shares | $ 1.23 |
Number of Options, Granted | 776,344 |
Weighted Average Exercise Price, Granted (in Dollars per share) | $ / shares | $ 0.76 |
Number of Options, Exercised | |
Weighted Average Exercise Price, Exercised (in Dollars per share) | $ / shares | |
Number of Options, Expired/cancelled | (245,809) |
Weighted Average Exercise Price, Expired/cancelled (in Dollars per share) | $ / shares | $ 0.99 |
Number of Options, Ending balance | 1,863,658 |
Weighted Average Exercise Price, Ending balance (in Dollars per share) | $ / shares | $ 1.07 |
Options vested and exercisable | 449,515 |
Options expected to vest | 1,414,143 |
Share Capital and Public Offe_6
Share Capital and Public Offerings (Details) - Schedule of Unvested Stock Option | 12 Months Ended |
Dec. 31, 2023 $ / shares shares | |
Schedule of Unvested Stock Option [Abstract] | |
Non-Vested Options, Beginning Balance | shares | 1,283,123 |
Weighted Average Grant date Fair Value, Beginning Balance | $ / shares | $ 0.25 |
Non-Vested Options, Granted | shares | 776,344 |
Weighted Average Grant date Fair Value, Granted | $ / shares | $ 0.51 |
Non-Vested Options, Vested | shares | (399,515) |
Weighted Average Grant date Fair Value, Vested | $ / shares | $ 0.24 |
Non-Vested Options, Forfeited | shares | (245,809) |
Non-Vested Options, Forfeited | $ / shares | $ 0.27 |
Non-Vested Options, Ending Balance | shares | 1,414,146 |
Weighted Average Grant date Fair Value, Ending Balance | $ / shares | $ 0.39 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Taxes (Details) [Line Items] | |||
Loss carryforwards | $ 9,700,000 | ||
Effective tax rate | 0% | 0% | 0% |
Swiss Tax [Member] | |||
Income Taxes (Details) [Line Items] | |||
Loss carryforwards | $ 40,900,000 | $ 32,900,000 | |
Swiss Tax [Member] | Five Years [Member] | |||
Income Taxes (Details) [Line Items] | |||
Loss carryforwards, expire | 15,500,000 | ||
Swiss Tax [Member] | 2028 - 2029 [Member] | |||
Income Taxes (Details) [Line Items] | |||
Loss carryforwards, expire | $ 17,400,000 |
Income Taxes (Details) - Schedu
Income Taxes (Details) - Schedule of Net Deferred Taxes - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Deferred tax assets: | ||
Net benefit from tax loss carryforwards | $ 4,337,728 | $ 3,485,243 |
Deferred revenues | 264,997 | 264,997 |
Other, net | ||
Valuation allowance | (4,602,725) | (3,750,239) |
Net deferred taxes |
Income Taxes (Details) - Sche_2
Income Taxes (Details) - Schedule of Income Tax Provision - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule of Income Tax Provision [Abstract] | |||
Current tax | |||
Deferred income tax (benefit) | (852,486) | (1,004,681) | (1,119,614) |
Total | (852,486) | (1,004,681) | (1,119,614) |
Change in valuation allowance | 852,486 | 1,004,681 | 1,119,614 |
Total income tax expense |
Income Taxes (Details) - Sche_3
Income Taxes (Details) - Schedule of Effective Reconciliation of the Federal Income Tax Rate | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Effective reconciliation of the Federal Income Tax Rate [Abstract] | |||
Statutory tax rate | 10.60% | 10.60% | 10.60% |
Effect of temporary differences | (3.60%) | (4.80%) | (3.60%) |
Change in valuation allowance on deferred tax assets | (7.00%) | (5.80%) | (7.00%) |
Effective tax rate | 0% | 0% | 0% |
Related Party Consulting Agre_2
Related Party Consulting Agreements (Details) | 1 Months Ended | 12 Months Ended | ||||||||||
Oct. 31, 2019 USD ($) | Oct. 31, 2019 CHF (SFr) | Dec. 31, 2022 USD ($) shares | Dec. 31, 2022 CHF (SFr) shares | Jun. 30, 2022 USD ($) | Mar. 31, 2021 CHF (SFr) | Feb. 28, 2021 CHF (SFr) | Oct. 31, 2019 | Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Oct. 31, 2020 CHF (SFr) | |
Related Party Consulting Agreements [Line Items] | ||||||||||||
Services cost | $ 12,500 | |||||||||||
Additional hour rate | $ 270 | |||||||||||
Chief Executive Officer [Member] | ||||||||||||
Related Party Consulting Agreements [Line Items] | ||||||||||||
Services cost | $ 160,000 | |||||||||||
Mr. Hellmann [Member] | ||||||||||||
Related Party Consulting Agreements [Line Items] | ||||||||||||
Bonus amount | $ 56,000 | |||||||||||
Chief Operating Officer [Member] | ||||||||||||
Related Party Consulting Agreements [Line Items] | ||||||||||||
General and administrative expenses | $ 2,705 | SFr 2,500 | ||||||||||
Raising fund | 5% | |||||||||||
Consulting Agreement [Member] | ||||||||||||
Related Party Consulting Agreements [Line Items] | ||||||||||||
General and administrative expenses | $ 102,264 | |||||||||||
CHG BioVenture SA [Member] | ||||||||||||
Related Party Consulting Agreements [Line Items] | ||||||||||||
General and administrative expenses | $ 121,658 | 131,941 | 158,945 | |||||||||
Monthly fee (in Francs) | SFr | SFr 17,500 | |||||||||||
Bonus annual fee percentage | 15% | |||||||||||
Other transaction percentage | 1% | |||||||||||
Related party description | the Company has agreed to pay CHG BioVenture SA a monthly fee CHF 4’375 ($4,733) plus 7.7% VAT for his services. In addition, CHG BioVenture SA is eligible for a 1% success fee payment in the event of closing of a partnering agreement in China. | |||||||||||
Mr. Konofal [Member] | ||||||||||||
Related Party Consulting Agreements [Line Items] | ||||||||||||
General and administrative expenses | $ 178,820 | 201,053 | 174,997 | |||||||||
Service payable (in Francs) | SFr | SFr 2,000 | |||||||||||
Mr. Roy [Member] | ||||||||||||
Related Party Consulting Agreements [Line Items] | ||||||||||||
General and administrative expenses | 49,480 | 101,717 | ||||||||||
Service payable (in Francs) | SFr | SFr 2,000 | |||||||||||
Mr. Camozzi [Member] | ||||||||||||
Related Party Consulting Agreements [Line Items] | ||||||||||||
General and administrative expenses | 100,841 | $ 126,326 | ||||||||||
Service payable (in Francs) | SFr | SFr 230 | |||||||||||
VAT services percentage | 7.70% | |||||||||||
Mr. Hellmann [Member] | ||||||||||||
Related Party Consulting Agreements [Line Items] | ||||||||||||
General and administrative expenses | 66,665 | 93,331 | ||||||||||
Ms. Lambertson [Member] | ||||||||||||
Related Party Consulting Agreements [Line Items] | ||||||||||||
General and administrative expenses | $ 12,500 | 112,375 | ||||||||||
Phantom shares (in Shares) | shares | 10,000 | 10,000 | ||||||||||
Ms. Sommer [Member] | ||||||||||||
Related Party Consulting Agreements [Line Items] | ||||||||||||
General and administrative expenses | 39,363 | 4,042 | ||||||||||
Services cost | $ 4,756 | SFr 4,400 | ||||||||||
Additional hour rate | SFr | SFr 250 | |||||||||||
Exceeding hours per month | 20 hours | 20 hours | ||||||||||
Mr. Curatolo [Member] | ||||||||||||
Related Party Consulting Agreements [Line Items] | ||||||||||||
General and administrative expenses | $ 118,660 | $ 16,000 | ||||||||||
Services cost | $ 16,000 |
Subsequent Events (Details)
Subsequent Events (Details) | 1 Months Ended | 12 Months Ended | ||||||
Mar. 22, 2024 USD ($) $ / shares shares | Mar. 20, 2024 $ / shares shares | Mar. 19, 2024 | Nov. 15, 2023 USD ($) | Apr. 25, 2022 shares | Mar. 31, 2024 USD ($) | Dec. 31, 2023 | Nov. 15, 2023 CHF (SFr) | |
Subsequent Event [Line Items] | ||||||||
Unsecured loans (in Francs) | $ 1,000,000 | SFr 875,000 | ||||||
Direct offering of common shares (in Shares) | shares | 3,015,384 | |||||||
Addendums to short term loan agreements | the Company entered into two addendums to the Short Term Loan Agreements with Ronald Hafner, the Company’s Chairman of the Board of Directors. These addendums extend the maturity date under the Loan Agreements to June 30, 2025, for the aggregate amount of CHF 750,000. | |||||||
Short Term Loan [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Unsecured loans (in Francs) | SFr | SFr 875,000 | |||||||
Unsecured loan | $ 1,000,000 | |||||||
Percentage of loans bear interest | 10% | 10% | ||||||
Forecast [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
License upfront payment | $ 170,000 | |||||||
Gross proceeds | $ 1,750,000 | |||||||
Forecast [Member] | Minimum [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Agreement rate | 5% | |||||||
Agreement range | 100,000 | |||||||
Forecast [Member] | Maximum [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Agreement rate | 30% | |||||||
Agreement range | $ 300,000 | |||||||
Forecast [Member] | Common Warrants [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Direct offering of common shares (in Shares) | shares | 3,500,000 | |||||||
Forecast [Member] | Private Placement [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Purchase price per share (in Dollars per share) | $ / shares | $ 0.25 | |||||||
Forecast [Member] | Securities Purchase Agreement [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Direct offering of common shares (in Shares) | shares | 7,000,000 | |||||||
Purchase price per share (in Dollars per share) | $ / shares | $ 0.25 |