NLS Pharmaceutics (NLSP) F-4/A 3 Mar 25 Registration of securities (foreign) (amended) Financial data

Document And Entity Information

Document And Entity Information	12 Months Ended
	Dec. 31, 2023
Document Information Line Items
Entity Central Index Key	0001783036
Amendment Description	AMENDMENT NO. 1
Document Type	F-4/A
Entity Registrant Name	NLS Pharmaceutics Ltd.
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
City Area Code	+41
Local Phone Number	44.512.2150
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Amendment Flag	true
Business Contact
Document Information Line Items
Entity Address, Address Line One	850 Library Avenue
Entity Address, Postal Zip Code	19711
Entity Address, City or Town	Newark
Entity Address, Country	DE
City Area Code	302
Local Phone Number	738-6680
Contact Personnel Name	Puglisi & Associates
Entity Address, Address Line Two	Suite 204

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
Common shares, par value (in Francs per share) | SFr / shares		SFr 0.02		SFr 0.02
Common shares, issued	35,671,780		32,428,893
Common shares, outstanding	35,671,780		32,428,893
Treasury shares, par value (in Francs per share) | SFr / shares		SFr 0.02		SFr 0.02
Treasury shares, shares issued	3,242,887		0
Treasury shares, shares outstanding	3,242,887		0
Related Party
Accounts payable, related party (in Dollars) | $	$ 265,864		$ 53,365
Related party short-term loan (in Dollars) | $	1,633,746		0
Other accrued liabilities, related party (in Dollars) | $	$ 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)
Diluted 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
Weighted average common shares used in computing diluted net loss per common share (in Shares)	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
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 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 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 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
Summary of Significant Accounting Policies [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 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 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 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 -alone -alone -alone 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 -up For revenue related to sales -based -based To the extent the Company receives payments, including non -refundable 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,” -based -tier -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 -financial 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 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),” -likely-than-not -likely-than-not 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 “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 Stock-Based Compensation The Company measures all stock -based -based -line -based The Company classifies stock -based The fair value of each stock option is estimated on the date of grant using the Black -Scholes -pricing -Scholes -Scholes -free -free Earnings per Share Basic net loss per common share is computed by dividing the net loss applicable to common shareholders by the weighted -average -dilutive -funded 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 -Marco 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” 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

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 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 -refundable 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 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 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

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 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 of $260,685 and $136,122, respectively, as non -current 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 -term 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 -marketing -exclusive -reference -U -time 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 -up 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 -19 -CoV-2 -at-home

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 -funded The Company engaged Laidlaw & Company (UK) Ltd. (“Laidlaw”) to serve as the placement agent for the Company in connection with the above -described In addition, the Company and BVF agreed that until the 30 th -funded -funded -funded 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 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 At the closing of the October 2022 offering, the Company’s existing convertible short -term 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 -funded 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 -262489 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 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 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 -based -average

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. The Company did not incur any material interest or penalties in connection with income taxes during the years ended December 31, 2023, and 2022.

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 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 -competition 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 -solicitation 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 -solicitation 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 -solicitation 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 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 -to-expire -by-country 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
Summary of Significant Accounting Policies [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 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
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 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 -alone -alone -alone 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 -up For revenue related to sales -based -based To the extent the Company receives payments, including non -refundable
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,” -based -tier -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 -financial 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
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),” -likely-than-not -likely-than-not
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 “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
Stock-Based Compensation	Stock-Based Compensation The Company measures all stock -based -based -line -based The Company classifies stock -based The fair value of each stock option is estimated on the date of grant using the Black -Scholes -pricing -Scholes -Scholes -free -free
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 -dilutive -funded
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 [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
Going Concern [Member]
Background [Line Items]
Accumulated deficit		$ (70,400,000)
Employee Stock [Member]
Background [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
Employee Stock [Member] | Background [Member]
Background [Line Items]
Exercise price per share	$ 4.15

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 [Line Items]
Tax benefits more likely to be recognized, percentage	50%
Warrant [Member]
Summary of Significant Accounting Policies [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 [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 - Schedule of Prepaid Expenses and Other Current Assets (Details) - 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 - S

Property and Equipment, Net - Schedule of Property and Equipment (Details) - 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 - Sch

Other Accrued Liabilities - Schedule of Other Accrued Liabilities (Details) - 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) - Note Payable [Member]	Jan. 31, 2022 USD ($)
Note Payable [Line Items]
Note payable payments	$ 704,160
Maturity 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%
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
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
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
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

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]
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 - Schedule of

Pension Liability - Schedule of Information on the Pension Plan (Details) - 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 - Schedule _2

Pension Liability - Schedule of Projected Benefit Obligation and the Changes to the Fair Value of the Plan Assets of the Pension Plan (Details) - 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)
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 - Schedule _3

Pension Liability - Schedule of Unrecognized Pension Cost in Accumulated Other Comprehensive Income/Loss (Details) - 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
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

Pension Liability - Schedule _4

Pension Liability - Schedule of Weighted Average of the Key Assumptions used to Compute the Benefit Obligations (Details)	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
Other Commitments [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	Dec. 13, 2022 $ / 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 ($) shares	Dec. 31, 2021 USD ($)
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
Pre-funded warrant discount | $ / shares		$ 0.02
Cash placement (in Dollars) | $							$ 140,000
Exercise price per share (in Dollars 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
Common share warrants (in Dollars) | $							$ 3,304,492
Treasury shares							3,242,887
Diluted shares percentage					15%
Excess term							10 years
Price per unit (in Dollars per share) | $ / shares							$ 0.59
Aggregate intrinsic value for options outstanding and expected to vest (in Dollars) | $							$ 54,899
Intrinsic value of exercisable options (in Dollars) | $
Stock-based compensation expense (in Dollars) | $							164,906	$ 22,730
Unrecognized stock-based compensation expense (in Dollars) | $							$ 471,347
Weighted-average period							1 year 9 months 14 days
Options vested and exercisable							8 years 9 months 18 days
Maximum [Member]
Share Capital and Public Offerings [line Items]
Common per share (in Dollars per share) | $ / shares	$ 0.87	$ 0.87
Exercise price per share (in Dollars per share) | $ / shares				$ 1.04
Minimum [Member]
Share Capital and Public Offerings [line Items]
Pre-funded warrant discount | SFr / shares				$ 0.02
Pre Funded Warrant [Member]
Share Capital and Public Offerings [line Items]
Purchase price per share (in Dollars per share) | $ / shares				$ 1.04
Purchase of common shares				1,184,616
Pre-funded warrant discount | SFr / shares	$ 0.02
Mr. Ronald Hafner [Member]
Share Capital and Public Offerings [line Items]
Issuance of common shares				95,984
Convertible Debt [Member]
Share Capital and Public Offerings [line Items]
Purchase of common shares			1,258,215
Aggregate principal balance (in Dollars) | $						$ 1,530,000
Converted into common shares						2,516,429
BVF Partners L.P. Securities Purchase Agreement [Member]
Share Capital and Public Offerings [line Items]
Issuance of common shares	5,747,126	5,747,126
Purchase price per share (in Dollars per share) | $ / shares	$ 0.87	$ 0.87
Purchase of common shares	5,747,127	5,747,127
Fee amount (in Dollars) | $							$ 700,000
Aggregate gross proceeds							5%
Unit offering maximum (in Dollars) | $							$ 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.
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
Pre Funded Warrant [Member] | BVF Partners L.P. Securities Purchase Agreement [Member]
Share Capital and Public Offerings [line Items]
Purchase price per unit (in Dollars per share) | $ / shares							$ 1.5
Exercise price per share (in Dollars per share) | $ / shares							$ 2.03
Share Capital and Public Offerings [Member] | Convertible Debt [Member]
Share Capital and Public Offerings [line Items]
Purchase of common shares						1,258,215
Exercise price per share (in Dollars per share) | $ / shares						$ 0.7
Private Placement [Member]
Share Capital and Public Offerings [line Items]
Purchase of common shares							3,150,000

Share Capital and Public Offe_4

Share Capital and Public Offerings - Schedule of Common Share Warrant Activity (Details)	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 - Schedule of Stock Option Activity (Details)	12 Months Ended
	Dec. 30, 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 - Schedule of Unvested Stock Option (Details) - $ / shares	12 Months Ended
	Dec. 31, 2023	Dec. 30, 2023
Schedule of Unvested Stock Option [Abstract]
Non-Vested Options, Beginning Balance	1,283,123	1,283,123
Weighted Average Grant date Fair Value, Beginning Balance	$ 0.25	$ 0.25
Non-Vested Options, Granted		776,344
Weighted Average Grant date Fair Value, Granted		$ 0.51
Non-Vested Options, Vested	(399,515)
Weighted Average Grant date Fair Value, Vested	$ 0.24
Non-Vested Options, Forfeited	(245,809)
Weighted Average Grant date Fair Value, Forfeited	$ 0.27
Non-Vested Options, Ending Balance	1,414,146
Weighted Average Grant date Fair Value, Ending Balance	$ 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
Five Years [Member] | Swiss Tax [Member]
Income Taxes (Details) [Line Items]
Loss carryforwards, expire	15,500,000
2028 - 2029 [Member] | Swiss Tax [Member]
Income Taxes (Details) [Line Items]
Loss carryforwards, expire	$ 17,400,000

Income Taxes - Schedule of Net

Income Taxes - Schedule of Net Deferred Taxes (Details) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Schedule of net deferred taxes [Abstract]
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 - Schedule of Inco

Income Taxes - Schedule of Income Tax Provision (Details) - 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 - Schedule of Effe

Income Taxes - Schedule of Effective Reconciliation of the Federal Income Tax Rate (Details)	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

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

Chief Executive Officer [Member]

Related Party Consulting Agreements [Line Items]

Services cost

$ 160,000

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	Apr. 25, 2022 shares	Mar. 31, 2024 USD ($)	Dec. 31, 2023 USD ($)	Nov. 15, 2023 USD ($)	Nov. 15, 2023 CHF (SFr)
Subsequent Event [Line Items]
Unsecured loans (in Francs)							$ 1,000,000	SFr 875,000
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.
Direct offering of common shares (in Shares) | shares				3,015,384
Short Term Loan [Member]
Subsequent Event [Line Items]
Unsecured loans (in Francs) | SFr								SFr 875,000
Short term loan						$ 1,000,000
Percentage of loans bear interest						10%
Forecast [Member]
Subsequent Event [Line Items]
License upfront payment					$ 170,000
Gross proceeds	$ 1,750,000
Forecast [Member] | Common Warrants [Member]
Subsequent Event [Line Items]
Direct offering of common shares (in Shares) | shares	3,500,000
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] | 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
Forecast [Member] | Private Placement [Member]
Subsequent Event [Line Items]
Purchase price per share (in Dollars per share) | $ / shares	$ 0.25