Document And Entity Information
Document And Entity Information | 9 Months Ended |
Sep. 30, 2023 | |
Document Information Line Items | |
Entity Registrant Name | REVELATION BIOSCIENCES, INC. |
Document Type | S-1/A |
Amendment Flag | true |
Amendment Description | Amendment No. 1 |
Entity Central Index Key | 0001810560 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Entity Incorporation, State or Country Code | DE |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets: | |||
Cash and cash equivalents | $ 13,994,537 | $ 5,252,979 | $ 1,274,729 |
Deferred offering costs | 87,171 | ||
Prepaid expenses and other current assets | 152,637 | 73,132 | 637,342 |
Total current assets | 14,147,174 | 5,413,282 | 1,912,071 |
Property and equipment, net | 71,346 | 90,133 | 115,181 |
Right-of-use lease asset | 14,960 | ||
Total assets | 14,218,520 | 5,503,415 | 2,042,212 |
Current liabilities: | |||
Accounts payable | 1,257,224 | 554,205 | 596,261 |
Accrued expenses | 1,022,035 | 985,497 | 1,528,669 |
Lease liability | 16,752 | ||
Deferred underwriting commissions | 2,911,260 | 2,911,260 | |
Warrant liability | 209,478 | ||
Total current liabilities | 5,399,997 | 4,450,962 | 2,141,682 |
Total liabilities | 5,399,997 | 4,450,962 | 2,141,682 |
Stockholders’ equity (deficit): | |||
Additional paid-in-capital | 32,076,425 | 26,398,618 | 14,417,547 |
Accumulated deficit | (23,264,199) | (25,346,848) | (14,517,299) |
Total stockholders’ equity | 8,818,523 | 1,052,453 | (99,470) |
Total liabilities and stockholders’ equity | 14,218,520 | 5,503,415 | 2,042,212 |
Series A Preferred Stock | |||
Stockholders’ equity (deficit): | |||
Preferred stock value | |||
Revelation Sub Series A Preferred Stock | |||
Stockholders’ equity (deficit): | |||
Preferred stock value | |||
Revelation Sub Series A-1 Preferred Stock | |||
Stockholders’ equity (deficit): | |||
Preferred stock value | |||
Common Stock | |||
Stockholders’ equity (deficit): | |||
Common stock value | $ 6,297 | $ 683 | $ 282 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parentheticals) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Series A Preferred Stock | |||
Preferred stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 |
Preferred stock, shares outstanding | 0 | 1 | 0 |
Preferred stock, shares authorized | 0 | 1 | 0 |
Preferred stock, shares issued | 0 | 1 | 0 |
Preferred stock, liquidation preference (in Dollars) | $ 0 | $ 5,000 | $ 0 |
Revelation Sub Series A Preferred Stock | |||
Preferred stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 | |
Preferred stock, shares outstanding | 0 | 0 | |
Preferred stock, shares authorized | 0 | 0 | |
Preferred stock, shares issued | 0 | 0 | |
Revelation Sub Series A-1 Preferred Stock | |||
Preferred stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 | |
Preferred stock, shares outstanding | 0 | 0 | |
Preferred stock, shares authorized | 0 | 1,100,000 | |
Preferred stock, shares issued | 0 | 0 | |
Common Stock | |||
Common stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 500,000,000 | 500,000,000 | 11,000,000 |
Common stock, shares outstanding | 6,297,303 | 682,882 | 282,039 |
Common Stock, shares issued | 6,297,303 | 682,882 | 282,039 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Operating expenses: | ||||||
Research and development | $ 1,651,367 | $ 381,566 | $ 3,085,918 | $ 5,037,429 | $ 5,377,400 | $ 6,914,756 |
General and administrative | 1,126,530 | 817,898 | 3,244,856 | 4,608,755 | 5,487,111 | 5,035,729 |
Total operating expenses | 2,777,897 | 1,199,464 | 6,330,774 | 9,646,184 | 10,864,511 | 11,950,485 |
Loss from operations | (2,777,897) | (1,199,464) | (6,330,774) | (9,646,184) | (10,864,511) | (11,950,485) |
Other income (expense): | ||||||
Change in fair value of warrant liability | 92,561 | 8,260,735 | ||||
Other income (expense) | 56,960 | 28,728 | 152,688 | 24,221 | 34,962 | (36,352) |
Total other income (expense), net | 149,521 | 28,728 | 8,413,423 | 24,221 | 34,962 | (36,352) |
Net (loss) income | $ (2,628,376) | $ (1,170,736) | $ 2,082,649 | $ (9,621,963) | $ (10,829,549) | $ (11,986,837) |
Net (loss) earnings per share, basic (in Dollars per share) | $ (0.42) | $ (1.91) | $ 0.43 | $ (19.61) | $ (20.09) | $ (42.5) |
Weighted-average shares used to compute net (loss) earnings per share, basic (in Shares) | 6,297,303 | 611,998 | 4,857,628 | 490,562 | 539,037 | 282,035 |
Net (loss) earnings per share, diluted (in Dollars per share) | $ (0.42) | $ (1.91) | $ 0.41 | $ (19.61) | $ (20.09) | $ (42.50) |
Weighted-average shares used to compute net (loss) earnings per share, diluted (in Shares) | 6,297,303 | 611,998 | 5,024,091 | 490,562 | 539,037 | 282,035 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Operations (Unaudited) (Parentheticals) - $ / shares | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Statement [Abstract] | ||||||
Net loss per share, diluted | $ (0.42) | $ (1.91) | $ 0.41 | $ (19.61) | $ (20.09) | $ (42.50) |
Weighted-average shares used to compute net loss per share, diluted | 6,297,303 | 611,998 | 5,024,091 | 490,562 | 539,037 | 282,035 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Changes in Stockholders’ Equity (Deficit) (Unaudited) - USD ($) | Business Combination Previously Reported Series A Preferred Stock | Business Combination Previously Reported Series A-1 Preferred Stock | Business Combination Previously Reported Common Stock | Business Combination Previously Reported Additional Paid-in Capital | Business Combination Previously Reported Accumulated Deficit | Business Combination Previously Reported | Business Combination Series A Preferred Stock | Business Combination Series A-1 Preferred Stock | Business Combination Common Stock | Business Combination Additional Paid-in Capital | Business Combination Accumulated Deficit | Business Combination | Previously Reported Series A Preferred Stock | Previously Reported Series A-1 Preferred Stock | Previously Reported Common Stock | Previously Reported Additional Paid-in Capital | Previously Reported Accumulated Deficit | Previously Reported | Series A Preferred Stock | Series A-1 Preferred Stock | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Total |
Balance at Dec. 31, 2019 | $ 403,733 | $ 66 | $ 5,538,287 | $ (2,530,462) | $ 3,411,624 | |||||||||||||||||||
Balance (in Shares) at Dec. 31, 2019 | 628,930 | 65,519 | ||||||||||||||||||||||
Retrospective application of reverse recapitalization | $ (3,903,730) | $ (3,578,197) | $ 206 | 7,481,721 | ||||||||||||||||||||
Reverse stock split fractional stock round up | 10 | (10) | ||||||||||||||||||||||
Balance at Dec. 31, 2020 | $ (3,499,997) | $ (3,578,197) | $ 282 | $ 13,019,998 | $ (2,530,462) | $ 3,411,624 | $ 3,903,730 | $ 3,578,197 | $ 66 | 6,935,836 | (14,517,299) | (99,470) | ||||||||||||
Balance (in Shares) at Dec. 31, 2020 | (684,450) | 281,589 | 628,930 | 684,450 | 65,969 | |||||||||||||||||||
Retrospective application of reverse recapitalization (in Shares) | (628,930) | (684,450) | 205,658 | |||||||||||||||||||||
Reverse stock split fractional stock round up (in Shares) | 10,412 | |||||||||||||||||||||||
Repurchase for the Forward Share Purchase Agreement exercise | ||||||||||||||||||||||||
Issuance of common stock | $ 99,998 | 99,998 | ||||||||||||||||||||||
Issuance of common stock (in Shares) | 450 | |||||||||||||||||||||||
Issuance of Revelation Sub Series A-1 Preferred Stock, net | $ 3,904,872 | 3,904,872 | ||||||||||||||||||||||
Issuance of Revelation Sub Series A-1 Preferred Stock, net (in Shares) | 684,450 | |||||||||||||||||||||||
Issuance of Warrants in connection with the issuance of the Revelation Sub Series A-1 Preferred Stock | $ (326,675) | 326,675 | ||||||||||||||||||||||
Payment for Revelation Sub Series A Preferred Stock subscribed | 3,499,997 | 3,499,997 | ||||||||||||||||||||||
Payment for common stock subscribed | 499,998 | 499,998 | ||||||||||||||||||||||
Stock-based compensation expense | 470,878 | 470,878 | ||||||||||||||||||||||
Net income (loss) | (11,986,837) | (11,986,837) | ||||||||||||||||||||||
Retrospective application of reverse recapitalization | $ (3,903,730) | $ (3,578,197) | $ 206 | 7,481,721 | ||||||||||||||||||||
Reverse stock split fractional stock round up | $ 10 | $ (10) | ||||||||||||||||||||||
Balance at Dec. 31, 2021 | $ 282 | 14,417,547 | (14,517,299) | (99,470) | $ 282 | $ 14,417,547 | $ (14,517,299) | $ (99,470) | $ 282 | 14,417,547 | (14,517,299) | (99,470) | ||||||||||||
Balance (in Shares) at Dec. 31, 2021 | 282,039 | 282,039 | 282,039 | |||||||||||||||||||||
Retrospective application of reverse recapitalization (in Shares) | (628,930) | (684,450) | 205,658 | |||||||||||||||||||||
Reverse stock split fractional stock round up (in Shares) | 10,412 | |||||||||||||||||||||||
Issuance of common stock in connection with the Business Combination, net | $ 98 | 6,864,229 | 6,864,327 | |||||||||||||||||||||
Issuance of common stock in connection with the Business Combination, net (in Shares) | 98,209 | |||||||||||||||||||||||
Issuance of common stock for fees in connection with the Business Combination | $ 9 | 291 | 300 | |||||||||||||||||||||
Issuance of common stock for fees in connection with the Business Combination (in Shares) | 8,572 | |||||||||||||||||||||||
Proceeds from the PIPE Investment, net | $ 37 | 7,262,182 | 7,262,219 | |||||||||||||||||||||
Proceeds from the PIPE Investment, net (in Shares) | 36,947 | |||||||||||||||||||||||
Rollover Warrant exercise | 5,074 | 5,074 | ||||||||||||||||||||||
Rollover Warrant exercise (in Shares) | 54 | |||||||||||||||||||||||
Repurchase for the Forward Share Purchase Agreement exercise | $ (21) | (7,652,304) | (7,652,325) | |||||||||||||||||||||
Repurchase for the Forward Share Purchase Agreement exercise (in Shares) | (21,429) | |||||||||||||||||||||||
Stock-based compensation expense | 137,892 | 137,892 | ||||||||||||||||||||||
Net income (loss) | (6,616,541) | (6,616,541) | ||||||||||||||||||||||
Class A Pre-Funded Warrants exercise | $ 37 | (24) | 13 | |||||||||||||||||||||
Class A Pre-Funded Warrants exercise (in Shares) | 36,959 | |||||||||||||||||||||||
Balance at Mar. 31, 2022 | $ 442 | 21,034,887 | (21,133,840) | (98,511) | ||||||||||||||||||||
Balance (in Shares) at Mar. 31, 2022 | 441,351 | |||||||||||||||||||||||
Balance at Dec. 31, 2021 | $ 282 | 14,417,547 | (14,517,299) | (99,470) | $ 282 | 14,417,547 | (14,517,299) | (99,470) | $ 282 | 14,417,547 | (14,517,299) | (99,470) | ||||||||||||
Balance (in Shares) at Dec. 31, 2021 | 282,039 | 282,039 | 282,039 | |||||||||||||||||||||
Repurchase for the Forward Share Purchase Agreement exercise | (7,652,325) | |||||||||||||||||||||||
Net income (loss) | (9,621,963) | |||||||||||||||||||||||
Balance at Sep. 30, 2022 | $ 683 | 26,366,257 | (24,139,262) | 2,227,678 | ||||||||||||||||||||
Balance (in Shares) at Sep. 30, 2022 | 682,882 | |||||||||||||||||||||||
Balance at Dec. 31, 2021 | $ 282 | $ 14,417,547 | $ (14,517,299) | $ (99,470) | $ 282 | $ 14,417,547 | $ (14,517,299) | $ (99,470) | $ 282 | 14,417,547 | (14,517,299) | (99,470) | ||||||||||||
Balance (in Shares) at Dec. 31, 2021 | 282,039 | 282,039 | 282,039 | |||||||||||||||||||||
Issuance of common stock in connection with the Business Combination, net | $ 98 | 6,864,229 | 6,864,327 | |||||||||||||||||||||
Issuance of common stock in connection with the Business Combination, net (in Shares) | 98,209 | |||||||||||||||||||||||
Issuance of common stock for fees in connection with the Business Combination | $ 9 | 291 | 300 | |||||||||||||||||||||
Issuance of common stock for fees in connection with the Business Combination (in Shares) | 8,572 | |||||||||||||||||||||||
Proceeds from the PIPE Investment, net | $ 37 | 7,262,182 | 7,262,219 | |||||||||||||||||||||
Proceeds from the PIPE Investment, net (in Shares) | 36,947 | |||||||||||||||||||||||
Rollover Warrant exercise | 5,074 | 5,074 | ||||||||||||||||||||||
Rollover Warrant exercise (in Shares) | 54 | |||||||||||||||||||||||
Repurchase for the Forward Share Purchase Agreement exercise | $ (21) | (7,652,304) | (7,652,325) | |||||||||||||||||||||
Repurchase for the Forward Share Purchase Agreement exercise (in Shares) | (21,429) | |||||||||||||||||||||||
Pre-Funded Warrants exercise | $ 37 | (24) | 13 | |||||||||||||||||||||
Pre-Funded Warrants exercise (in Shares) | 36,959 | |||||||||||||||||||||||
Proceeds from the July 2022 Public Offering, net | $ 238 | 4,450,810 | 4,451,048 | |||||||||||||||||||||
Proceeds from the July 2022 Public Offering, net (in Shares) | 238,096 | |||||||||||||||||||||||
RSU awards issued | $ 3 | (3) | ||||||||||||||||||||||
RSU awards issued (in Shares) | 3,435 | |||||||||||||||||||||||
Issuance of common stock for Accrued Expenses in connection with the Business Combination | 749,700 | 749,700 | ||||||||||||||||||||||
Issuance of Series A Preferred Stock | ||||||||||||||||||||||||
Issuance of Series A Preferred Stock (in Shares) | 1 | |||||||||||||||||||||||
Stock-based compensation expense | 301,116 | 301,116 | ||||||||||||||||||||||
Net income (loss) | (10,829,549) | (10,829,549) | ||||||||||||||||||||||
Balance at Dec. 31, 2022 | $ 683 | 26,398,618 | (25,346,848) | 1,052,453 | ||||||||||||||||||||
Balance (in Shares) at Dec. 31, 2022 | 1 | 682,882 | ||||||||||||||||||||||
Balance at Mar. 31, 2022 | $ 442 | 21,034,887 | (21,133,840) | (98,511) | ||||||||||||||||||||
Balance (in Shares) at Mar. 31, 2022 | 441,351 | |||||||||||||||||||||||
Stock-based compensation expense | 90,188 | 90,188 | ||||||||||||||||||||||
Net income (loss) | (1,834,686) | (1,834,686) | ||||||||||||||||||||||
Balance at Jun. 30, 2022 | $ 442 | 21,125,075 | (22,968,526) | (1,843,009) | ||||||||||||||||||||
Balance (in Shares) at Jun. 30, 2022 | 441,351 | |||||||||||||||||||||||
Proceeds from the July 2022 Public Offering, net | $ 238 | 4,450,810 | 4,451,048 | |||||||||||||||||||||
Proceeds from the July 2022 Public Offering, net (in Shares) | 238,096 | |||||||||||||||||||||||
RSU awards issued | $ 3 | (3) | ||||||||||||||||||||||
RSU awards issued (in Shares) | 3,435 | |||||||||||||||||||||||
Issuance of common stock for Accrued Expenses in connection with the Business Combination | 749,700 | 749,700 | ||||||||||||||||||||||
Stock-based compensation expense | 40,675 | 40,675 | ||||||||||||||||||||||
Net income (loss) | (1,170,736) | (1,170,736) | ||||||||||||||||||||||
Balance at Sep. 30, 2022 | $ 683 | 26,366,257 | (24,139,262) | 2,227,678 | ||||||||||||||||||||
Balance (in Shares) at Sep. 30, 2022 | 682,882 | |||||||||||||||||||||||
Balance at Dec. 31, 2022 | $ 683 | 26,398,618 | (25,346,848) | 1,052,453 | ||||||||||||||||||||
Balance (in Shares) at Dec. 31, 2022 | 1 | 682,882 | ||||||||||||||||||||||
Stock-based compensation expense | 32,095 | 32,095 | ||||||||||||||||||||||
Net income (loss) | 6,159,195 | 6,159,195 | ||||||||||||||||||||||
Redemption of Series A Preferred Stock | ||||||||||||||||||||||||
Redemption of Series A Preferred Stock (in Shares) | (1) | |||||||||||||||||||||||
Issuance of common stock from the February 2023 Public Offering | $ 2,889 | 30,585 | 33,474 | |||||||||||||||||||||
Issuance of common stock from the February 2023 Public Offering (in Shares) | 2,888,600 | |||||||||||||||||||||||
Class C Pre-Funded Warrants exercise | $ 193 | (174) | 19 | |||||||||||||||||||||
Class C Pre-Funded Warrants exercise (in Shares) | 193,000 | |||||||||||||||||||||||
Alternative cashless exercise of Class C Common Stock Warrants | $ 965 | 2,739,445 | 2,740,410 | |||||||||||||||||||||
Alternative cashless exercise of Class C Common Stock Warrants (in Shares) | 965,357 | |||||||||||||||||||||||
Balance at Mar. 31, 2023 | $ 4,730 | 29,200,569 | (19,187,653) | 10,017,646 | ||||||||||||||||||||
Balance (in Shares) at Mar. 31, 2023 | 4,729,839 | |||||||||||||||||||||||
Balance at Dec. 31, 2022 | $ 683 | 26,398,618 | (25,346,848) | 1,052,453 | ||||||||||||||||||||
Balance (in Shares) at Dec. 31, 2022 | 1 | 682,882 | ||||||||||||||||||||||
Net income (loss) | 2,082,649 | |||||||||||||||||||||||
Balance at Sep. 30, 2023 | $ 6,297 | 32,076,425 | (23,264,199) | 8,818,523 | ||||||||||||||||||||
Balance (in Shares) at Sep. 30, 2023 | 6,297,303 | |||||||||||||||||||||||
Balance at Mar. 31, 2023 | $ 4,730 | 29,200,569 | (19,187,653) | 10,017,646 | ||||||||||||||||||||
Balance (in Shares) at Mar. 31, 2023 | 4,729,839 | |||||||||||||||||||||||
RSU awards issued | $ 4 | (4) | ||||||||||||||||||||||
RSU awards issued (in Shares) | 4,284 | |||||||||||||||||||||||
Stock-based compensation expense | 59,435 | 59,435 | ||||||||||||||||||||||
Net income (loss) | (1,448,170) | (1,448,170) | ||||||||||||||||||||||
Class C Pre-Funded Warrants exercise | $ 143 | (128) | 15 | |||||||||||||||||||||
Class C Pre-Funded Warrants exercise (in Shares) | 143,400 | |||||||||||||||||||||||
Alternative cashless exercise of Class C Common Stock Warrants | $ 1,420 | 2,784,457 | 2,785,877 | |||||||||||||||||||||
Alternative cashless exercise of Class C Common Stock Warrants (in Shares) | 1,419,780 | |||||||||||||||||||||||
Balance at Jun. 30, 2023 | $ 6,297 | 32,044,329 | (20,635,823) | 11,414,803 | ||||||||||||||||||||
Balance (in Shares) at Jun. 30, 2023 | 6,297,303 | |||||||||||||||||||||||
Stock-based compensation expense | 32,096 | 32,096 | ||||||||||||||||||||||
Net income (loss) | (2,628,376) | (2,628,376) | ||||||||||||||||||||||
Balance at Sep. 30, 2023 | $ 6,297 | $ 32,076,425 | $ (23,264,199) | $ 8,818,523 | ||||||||||||||||||||
Balance (in Shares) at Sep. 30, 2023 | 6,297,303 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Cash flows from operating activities: | ||||
Net income (loss) | $ 2,082,649 | $ (9,621,963) | $ (10,829,549) | $ (11,986,837) |
Stock-based compensation expense | 123,626 | 268,755 | 301,116 | 470,878 |
Depreciation expense | 18,787 | 18,786 | 25,048 | 16,782 |
Non-cash lease expense | 14,960 | 14,960 | 52,384 | |
Change in fair value of warrant liability | (8,260,735) | |||
Prepaid expenses and other current assets | (79,505) | 332,548 | 569,044 | (509,342) |
Deferred offering costs | 61,154 | (61,154) | ||
Accounts payable | 720,936 | (736,246) | (666,042) | (269,640) |
Accrued expenses | 49,638 | (568,937) | (592,987) | 1,185,794 |
Operating lease liability | (16,752) | (16,752) | (50,592) | |
Accrued interest on Promissory Notes Payable & Convertible Note | 36,920 | 36,920 | ||
Net cash used in operating activities | (5,283,450) | (10,271,929) | (11,219,396) | (11,090,573) |
Cash flows from investing activities: | ||||
Purchase of property and equipment | (131,963) | |||
Net cash used in investing activities | (131,963) | |||
Cash flows from financing activities: | ||||
Proceeds from the Convertible Note | 2,500,000 | 2,500,000 | ||
Repayment of the Convertible Note | (2,500,000) | (2,500,000) | ||
Proceeds from the Business Combination, net | 11,923,499 | 11,923,499 | ||
Proceeds from the PIPE Investment, net | 7,262,219 | 7,262,219 | ||
Redemption of Series A Preferred Stock | (5,000) | |||
Proceeds from issuance of common stock, net | 599,996 | |||
Net cash provided by financing activities | 14,025,008 | 15,192,646 | 15,197,646 | 8,004,865 |
Repurchase for the Forward Share Purchase Agreement exercise | (7,652,325) | (7,652,325) | ||
Repayments of Promissory Notes Payable, including interest | (796,882) | (796,882) | ||
Net increase in cash and cash equivalents | 8,741,558 | 4,920,717 | 3,978,250 | (3,217,671) |
Cash and cash equivalents at beginning of period | 5,252,979 | 1,274,729 | 1,274,729 | 4,492,400 |
Cash and cash equivalents at end of period | 13,994,537 | 6,195,446 | 5,252,979 | 1,274,729 |
Supplemental disclosure of non-cash investing and financing activities: | ||||
Deferred offering costs included in accounts payable and accrued expenses | (26,017) | 26,017 | ||
Alternative cashless exercise of Class C Common Stock Warrants | 5,526,287 | |||
Current liabilities assumed in the Business Combination | 2,149,432 | 2,149,432 | ||
Deferred underwriting commissions assumed in the Business Combination | 2,911,260 | 2,911,260 | ||
Equity Issuance for fees in connection with the Business Combination | 300 | 300 | ||
Issuance of Class A Common Stock Warrants in connection with the PIPE Investment | 3,634,262 | 3,634,262 | ||
Issuance of Class A Placement Agent Common Stock Warrants in connection with the PIPE Investment | 508,797 | 508,797 | ||
Conversion of Accrued Expenses to Equity in connection with the Business Combination | 749,700 | 749,700 | ||
Issuance of Class B Common Stock Warrants in connection with the July 2022 Public Offering | 4,490,457 | 4,490,457 | ||
Issuance of Class B Placement Agent Common Stock Warrants in connection with the July 2022 Public Offering | 310,137 | 310,137 | ||
Acquisition of right-of-use asset through operating lease obligation | 67,344 | |||
Issuance of warrants in connection with Revelation Sub Series A-1 Preferred Stock | 326,675 | |||
July 2022 Public Offering | ||||
Cash flows from financing activities: | ||||
Proceeds from the Public Offering, net | 4,451,048 | 4,451,048 | ||
February 2023 Public Offering | ||||
Cash flows from financing activities: | ||||
Proceeds from the Public Offering, net | 14,029,974 | |||
Rollover Warrant | ||||
Cash flows from financing activities: | ||||
Proceeds from Warrant exercise | 5,074 | 5,074 | ||
Pre-Funded Warrants | ||||
Cash flows from financing activities: | ||||
Proceeds from Warrant exercise | 34 | $ 13 | 13 | |
Series A Preferred Stock | ||||
Cash flows from financing activities: | ||||
Proceeds from issuance of Preferred Stock, net | 5,000 | 3,499,997 | ||
Supplemental disclosure of non-cash investing and financing activities: | ||||
Conversion of Series A Preferred Stock to common stock | 3,903,730 | |||
Series A-1 Preferred Stock | ||||
Cash flows from financing activities: | ||||
Proceeds from issuance of Preferred Stock, net | 3,904,872 | |||
Supplemental disclosure of non-cash investing and financing activities: | ||||
Conversion of Series A Preferred Stock to common stock | $ 3,578,197 | |||
Class C Common Stock | ||||
Supplemental disclosure of non-cash investing and financing activities: | ||||
Fair Value of Class C Common Stock Warrants in connection with the February 2023 Public Offering | $ 13,996,500 |
Organization and Basis of Prese
Organization and Basis of Presentation | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Organization and Basis of Presentation [Abstract] | ||
Organization and Basis of Presentation | 1. Organization and Basis of Presentation Revelation Biosciences, Inc. (collectively with its wholly -owned -stage Business Combination The Business Combination was accounted for as a reverse recapitalization with Revelation Sub as the accounting acquirer and Petra as the acquired company for accounting purposes. Accordingly, all historical financial information presented in the consolidated financial statements represents the accounts of Revelation Sub as if Revelation Sub is the predecessor to the Company. The common stock and net loss per share, prior to the Merger, have been retroactively restated as common stock and net loss per share reflecting the exchange ratio established in the Business Combination (the “Common Stock Exchange Ratio”). Petra’s Common Stock, Public Warrants and Units were historically listed on the Nasdaq Capital Market under the symbols “PAIC,” “PAICW” and “PAICU,” respectively. On January 10, 2022, the Company’s units, common stock and warrants were listed on the Nasdaq Capital Market under the symbols “REVBU”, “REVB” and “REVBW”, respectively.- Unit Separation On January 13, 2023, the Company’s units were mandatorily separated into one share of common stock and one Public Warrant and ceased trading on the Nasdaq Capital Market (see Note 9). Reverse Stock Split On January 30, 2023, the Company filed a Certificate of Amendment of the Third Amended and Restated Certificate of Incorporation (the “Certificate of Amendment”) reflecting the change in authorized shares of common stock from 100,000,000 to 500,000,000 and effecting a reverse stock split as of 12:01 a.m. Eastern Standard Time on February 1, 2023 with a ratio of 1 -for-35 -outstanding -for-35 NASDAQ Compliance As previously reported in 2022, the Nasdaq Stock Market (“Nasdaq”) issued delist letters based on the Company’s non -compliance As previously reported on August 8, 2023, the Company received a letter from the Nasdaq notifying the Company of its noncompliance with Nasdaq Listing Rule 5550(a)(2) by failing to maintain a minimum bid price for its common stock of at least $1.00 per share for 30 consecutive business days. The Company has until February 5, 2024, to regain compliance by having a minimum closing bid price of at least $1.00 per share for at least 10 consecutive business days. Additionally, the Company may be eligible for an additional 180 calendar day grace period to regain compliance. Liquidity and Capital Resources Going Concern As of September 30, 2023, the Company had an accumulated deficit of $23.3 million, a stockholders’ equity of $8.8 million and available cash and cash equivalents of $14.0 million. The Company expects to continue to incur significant operating and net losses, as well as negative cash flows from operations, for the foreseeable future as it continues to complete all necessary product development or future commercialization efforts. The Company has never generated revenue and does not expect to generate revenue from product sales unless and until it successfully completes development and obtains regulatory approval for REVTx -300 -100 -200 -99b -501 To continue as a going concern, the Company will need, among other things, to raise additional capital resources. The Company plans to seek additional funding through public or private equity or debt financings. The Company may not be able to obtain financing on acceptable terms, or at all. The terms of any financing may adversely affect the holdings or the rights of the Company’s stockholders. If the Company is unable to obtain funding, it could be required to delay, reduce or eliminate research and development programs, product portfolio expansion or future commercialization efforts, which could adversely affect the Company’s business operations. The unaudited consolidated financial statements for September 30, 2023, have been prepared on the basis that the Company will continue as a going concern, and does not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the possible inability for the Company to continue as a going concern. Basis of Presentation The accompanying financial statements are prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). All inter -company | 1. Organization and Basis of Presentation Revelation Biosciences, Inc. (collectively with its wholly -owned -stage The Business Combination was accounted for as a reverse recapitalization with Revelation Sub as the accounting acquirer and Petra as the acquired company for accounting purposes. Accordingly, all historical financial information presented in the audited consolidated financial statements represents the accounts of Revelation Sub as if Revelation Sub is the predecessor to the Company. The common stock and net loss per share, prior to the Merger, have been retroactively restated as common stock and net loss per share reflecting the exchange ratio established in the Business Combination (the “Common Stock Exchange Ratio”). Petra’s Common Stock, Public Warrants and Units were historically listed on the Nasdaq Capital Market under the symbols “PAIC,” “PAICW” and “PAICU,” respectively. On January 10, 2022, the Company’s units, common stock and warrants were listed on the Nasdaq Capital Market under the symbols “REVBU”, “REVB” and “REVBW”, respectively, (see Note 3). On January 13, 2023, the Company’s units were mandatorily separated into one share of common stock and one Public Warrant and ceased trading on the Nasdaq Capital Market. On January 30, 2023, the Company filed a Certificate of Amendment of the Third Amended and Restated Certificate of Incorporation (the “Certificate of Amendment”) reflecting the change in authorized shares of common stock from 100,000,000 to 500,000,000 and effecting a reverse stock split as of 12:01 a.m. Eastern Standard Time on February 1, 2023 with a ratio of 1 -for-35 -outstanding -for-35 The Company has incurred recurring losses since its inception, including a net loss of $10.8 million for the year ended December 31, 2022. As of December 31, 2022, the Company had an accumulated deficit of $25.3 million, a stockholders’ equity of $1.1 million and available cash and cash equivalents of $5.3 million. The Company expects to continue to incur significant operating and net losses, as well as negative cash flows from operations, for the foreseeable future as it continues to complete all necessary product development or future commercialization efforts. The Company has never generated revenue and does not expect to generate revenue from product sales unless and until it successfully completes development and obtains regulatory approval for REVTx -300 -100 -200 -99b -501 To continue as a going concern, the Company will need, among other things, to raise additional capital resources. The Company plans to seek additional funding through public or private equity or debt financings. The Company may not be able to obtain financing on acceptable terms, or at all. The terms of any financing may adversely affect the holdings or the rights of the Company’s stockholders. If the Company is unable to obtain funding, it could be required to delay, reduce or eliminate research and development programs, product portfolio expansion or future commercialization efforts, which could adversely affect the Company’s business operations. The audited consolidated financial statements for December 31, 2022, have been prepared on the basis that the Company will continue as a going concern, and does not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the possible inability for the Company to continue as a going concern. The accompanying financial statements are prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). All inter -company |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Summary of Significant Accounting Policies [Abstract] | ||
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Unaudited Interim Condensed Consolidated Financial Statements The unaudited interim condensed consolidated financial statements have been prepared on the same basis as the audited financial statements as of December 31, 2022 and for the year ended December 31, 2022 and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the Company’s financial position. The financial data and the other financial information contained in these notes to the condensed consolidated financial statements related to the three and nine months ended September 30, 2023 are unaudited. The results of operations for the three and nine months ended September 30, 2023 are not necessarily indicative of the results to be expected for the year ending December 31, 2023 or for any other future annual or interim period. The condensed consolidated financial statements and notes thereto should be read in conjunction with the Company’s audited financial statements and notes thereto for the year ended December 31, 2022 included on Form 10 -K -K Use of Estimates The preparation of the condensed consolidated financial statements in accordance with GAAP requires management to make estimates and assumptions about future events that affect the amounts of assets and liabilities reported, disclosures about contingent assets and liabilities, and reported amounts of expenses. These estimates and assumptions are based on the Company’s best estimates and judgment. The Company regularly evaluates its estimates and assumptions using historical and industry experience and other factors; however, actual results could differ materially from these estimates and could have an adverse effect on the Company’s condensed consolidated financial statements. Cash and Cash Equivalents The Company considers all highly liquid investments purchased with original maturities of three months or less from the purchase date to be cash equivalents. The Company maintains its cash in checking and savings accounts. Income generated from cash held in savings accounts is recorded as interest income. The carrying value of the Company’s savings accounts is included in cash and approximates the fair value. Concentrations of Credit Risk Financial instruments that potentially subject the Company to a concentration of credit risk consist primarily of cash and cash equivalents. Bank deposits are held by accredited financial institutions and these deposits may at times be in excess of federally insured limits. The Company limits its credit risk associated with cash and cash equivalents by placing them with financial institutions that it believes are of high quality. The Company has not experienced any losses on its deposits of cash or cash equivalents. Deferred Offering Costs The Company capitalizes certain legal, professional accounting and other third -party -process Property and Equipment, Net Property and equipment are stated at cost less accumulated depreciation. Depreciation is computed using the straight -line five Leases The Company determines if an arrangement is a lease at inception. Lease right -of-use -of-use -of-use -line Research and Development Expenses Research and development expenses consist primarily of costs incurred for the development of the Company’s product candidates, REVTx -300 -100 -200 -99a -501 Patent Costs Legal costs in connection with approved patents and patent applications are expensed as incurred, as recoverability of such expenditures is uncertain. These costs are recorded in general and administrative expense in the condensed consolidated statements of operations. Stock-based Compensation The Company recognizes compensation expense related to stock options, third -party -based -party -Scholes -pricing -free dividends. The grant date fair value of the stock -based -line -based -based Income Taxes Income taxes are accounted for under the asset and liability method. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates applied to taxable income in the years in which those temporary differences are expected to be realized. The effect on deferred tax assets and liabilities of a change in tax rates is recognized as income or loss in the period that includes the enactment date. A valuation allowance is established when necessary to reduce deferred tax assets to the amount expected to be realized. Interest and penalties related to unrecognized tax benefits are included within the provision of income tax. To date, there have been no unrecognized tax benefits balances. Fair Value Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The Company’s valuation techniques used to measure fair value maximize the use of observable inputs and minimize the use of unobservable inputs. The Company follows a fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value. These levels of inputs are the following: • • • The Company has determined that the measurement of the fair value of the Class C Common Stock Warrants (as defined in Note 7) is a Level 3 fair value measurement and uses the Monte -Carlo Warrant Liability The Company reviews the terms of debt instruments, equity instruments, and other financing arrangements to determine whether there are embedded derivative features, including embedded conversion options that are required to be bifurcated and accounted for separately as a derivative financial instrument. Additionally, in connection with the issuance of financing instruments, the Company may issue freestanding options and warrants. The Company accounts for its common stock warrants in accordance with ASC 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). Based upon the provisions of ASC 480 and ASC 815, the Company accounts for common stock warrants as current liabilities if the warrant fails the equity classification criteria. Common stock warrants classified as liabilities are initially recorded at fair value on the grant date and remeasured at each balance sheet date with the offsetting adjustments recorded in change in fair value of warrant liabilities within the condensed consolidated statements of operations. The Company values its common stock warrants classified as liabilities using either the Black -Scholes -Carlo Basic and Diluted Net (Loss) Earnings per Share Basic net (loss) earnings per share is calculated by dividing net (loss) income by the weighted -average -average -dilutive For the three months ended September 30, 2023, there were 1,169,255 potential shares of common stock, (see Note 10), that were excluded from the calculation of diluted net loss per share because their effect was anti -dilutive -dilutive The basic and diluted weighted -average Comprehensive (Loss) Income The Company has no components of comprehensive (loss) income other than net (loss) income. Thus, comprehensive (loss) income is the same as net (loss) income for the periods presented. Segment Reporting Operating segments are defined as components of an entity about which separate discrete information is available for evaluation by the chief operating decision maker, or decision -making The Company has one operating segment. The Company’s chief operating decision maker, its Chief Executive Officer, manages the Company’s operations for the purposes of allocating resources and evaluating financial performance. Recent Accounting Pronouncements From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (“FASB”) or other standard setting bodies that are adopted by the Company as of the specified effective date. The Company has evaluated recently issued accounting pronouncements and does not believe any will have a material impact on the Company’s condensed consolidated financial statements or related financial statement disclosures. | 2. Summary of Significant Accounting Policies Use of Estimates The preparation of the consolidated financial statements in accordance with GAAP requires management to make estimates and assumptions about future events that affect the amounts of assets and liabilities reported, disclosures about contingent assets and liabilities, and reported amounts of expenses. These estimates and assumptions are based on the Company’s best estimates and judgment. The Company regularly evaluates its estimates and assumptions using historical and industry experience and other factors; however, actual results could differ materially from these estimates and could have an adverse effect on the Company’s consolidated financial statements. Cash and Cash Equivalents The Company considers all highly liquid investments purchased with original maturities of three months or less from the purchase date to be cash equivalents. The Company maintains its cash in checking and savings accounts. Income generated from cash held in savings accounts is recorded as interest income. The carrying value of the Company’s savings accounts is included in cash and approximates the fair value. Concentrations of Credit Risk Financial instruments that potentially subject the Company to a concentration of credit risk consist primarily of cash and cash equivalents. Bank deposits are held by accredited financial institutions and these deposits may at times be in excess of federally insured limits. The Company limits its credit risk associated with cash and cash equivalents by placing them with financial institutions that it believes are of high quality. The Company has not experienced any losses on its deposits of cash or cash equivalents. Deferred Offering Costs The Company capitalizes certain legal, professional accounting and other third -party -process Property and Equipment, Net Property and equipment are stated at cost less accumulated depreciation. Depreciation is computed using the straight -line five Leases The Company determines if an arrangement is a lease at inception. Lease right -of-use -of-use -of-use -line Research and Development Expenses Research and development expenses consist primarily of costs incurred for the development of the Company’s product candidates, REVTx -300 -100 -200 -99a -501 Patent Costs Legal costs in connection with approved patents and patent applications are expensed as incurred, as recoverability of such expenditures is uncertain. These costs are recorded in general and administrative expense in the statements of operations. Stock-based Compensation The Company recognizes compensation expense related to stock options, third -party -based -party -Scholes -pricing -free dividends. The grant date fair value of the stock -based -line -based -based Income Taxes Income taxes are accounted for under the asset and liability method. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates applied to taxable income in the years in which those temporary differences are expected to be realized. The effect on deferred tax assets and liabilities of a change in tax rates is recognized as income or loss in the period that includes the enactment date. A valuation allowance is established when necessary to reduce deferred tax assets to the amount expected to be realized. Interest and penalties related to unrecognized tax benefits are included within the provision of income tax. To date, there have been no Basic and Diluted Net Loss per Share Basic net loss per share is calculated by dividing net loss by the weighted -average -average -dilutive -dilutive -average Comprehensive Loss The Company has no components of comprehensive loss other than net loss. Thus, comprehensive loss is the same as net loss for the periods presented. Segment Reporting Operating segments are defined as components of an entity about which separate discrete information is available for evaluation by the chief operating decision maker, or decision -making The Company has one operating segment. The Company’s chief operating decision maker, its Chief Executive Officer, manages the Company’s operations for the purposes of allocating resources and evaluating financial performance. Recent Accounting Pronouncements In December 2019, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2019 -12 Simplifying the Accounting for Income Taxes (Topic 740) (“ASU 2019 -12 ”). -12 -period interim period that includes the enactment date of the new legislation, aligning the timing of recognition of the effects from enacted tax law changes on the effective income tax rate with the effects on deferred income tax assets and liabilities. Under existing guidance, an entity recognizes the effects of the enacted tax law change on the effective income tax rate in the period that includes the effective date of the tax law. This guidance is effective for fiscal years beginning after December 15, 2021, and interim periods within the fiscal years beginning after December 15, 2022. Early adoption is permitted. The Company’s adoption of the ASU 2019 -12 |
Business Combination
Business Combination | 12 Months Ended |
Dec. 31, 2022 | |
Business Combination [Abstract] | |
Business Combination | 3. Business Combination As disclosed in Note 1, the Company consummated the Business Combination, pursuant to the terms of the agreement and plan of merger, dated as of August 29, 2021 (the “Business Combination Agreement”), by and among Petra, Petra Acquisition Merger, Inc., a Delaware corporation and wholly -owned -owned In accordance with the terms and subject to the conditions of the Business Combination Agreement, at the effective time of the Merger (the “Effective Time”), (i) each share of common stock and preferred stock of Old Revelation outstanding as of immediately prior to the Effective Time was exchanged for shares of common stock, par value $0.001 per share, of Revelation based on the agreed upon Common Stock Exchange Ratio; (ii) each Old Revelation RSU award outstanding as of immediately prior to the Effective Time was assumed by Revelation and was converted into that number of whole rollover RSU awards based on the Common Stock Exchange Ratio (“Rollover RSU”); and (iii) each Old Revelation warrant outstanding as of immediately prior to the Effective Time was assumed by Revelation and was converted into that number of whole rollover warrants based on the Common Stock Exchange Ratio, at an exercise price per share of common stock equal to (x) the exercise price per share of Old Revelation common stock of such Old Revelation warrant divided by (y) the Common Stock Exchange Ratio (“Rollover Warrant”). At the Closing Date, up to 300,000 -1 Immediately after giving effect to the Business Combination, there were 369,836 -merger -Merger Prior to the Closing Date, on December 21, 2021, Petra entered into certain backstop agreements (the “Backstop Agreements”) with AXA Prime Impact Master Fund (“AXA”) (through a backstop agreement with Old Revelation), LifeSci Venture Partners (“LifeSci”) and other Petra and Old Revelation institutional, and individual investors, including Dr. Tidmarsh, Chairman of Old Revelation and present Chairman of the Company (such additional institutional and individual investors, together with LifeSci and Old Revelation collectively, the “Backstop Subscribers”). Pursuant to the Backstop Agreements, the Backstop Subscribers agreed to purchase, in the aggregate, up to $4.5 million of shares of Petra’s common stock, par value $0.001 per share, in the event that more than $31.5 million was redeemed from the trust account in connection with the Business Combination. On January 6, 2022, pursuant to the Backstop Agreements, the Backstop Subscribers purchased an aggregate of 12,345 On the Closing Date, in connection with the Business Combination, stockholders holding 99,449 At the closing of the Business Combination, Petra adopted the third amended and restated certificate of incorporation, which became effective upon filing with the Secretary of State of the State of Delaware on the Closing Date. Subsequent to the Closing Date on February 10, 2022 and February 22, 2022 the Company paid $105,490 and $691,392, respectively, to the three holders of promissory notes made to Petra in connection with the Business Combination (“Promissory Notes Payable”). The Promissory Notes Payable had a total principal of $750,000, and had accrued interest of $46,882 at the time of repayment. The Business Combination has been accounted for as a reverse recapitalization, in accordance with U.S. GAAP. Under this method of accounting, although Petra issued shares for outstanding equity interests of Old Revelation in the Business Combination, Petra was treated as the “acquired” company for financial reporting purposes. Accordingly, the Business Combination was treated as the equivalent of Old Revelation issuing stock for the net assets of Petra, accompanied by a recapitalization. The net assets of Petra have been stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Business Combination are those of Revelation. |
Balance Sheet Details
Balance Sheet Details | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Balance Sheet Details [Abstract] | ||
Balance Sheet Details | 3. Balance Sheet Details Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consisted of the following: September 30, 2023 December 31, 2022 Prepaid insurance costs $ 71,250 $ — Other prepaid expenses & current assets 81,387 73,132 Total prepaid expenses & current assets $ 152,637 $ 73,132 Property and Equipment, Net Property and equipment, net consisted of the following: September 30, 2023 December 31, 2022 Lab equipment $ 131,963 $ 131,963 Total property and equipment, gross 131,963 131,963 Accumulated depreciation (60,617 ) (41,830 ) Total property and equipment, net $ 71,346 $ 90,133 Depreciation expense was $6,262 and $18,787 for the three and nine months ended September 30, 2023, respectively, and $6,262 and $18,786 for the three and nine months ended September 30, 2022, respectively. Accrued Expenses Accrued expenses consisted of the following: September 30, 2023 December 31, 2022 Accrued payroll and related expenses $ 507,579 $ 618,014 Accrued clinical study expenses 31,661 175,061 Accrued professional fees 223,358 75,722 Accrued clinical development costs 259,437 111,700 Accrued other expenses — 5,000 Total accrued expenses $ 1,022,035 $ 985,497 Included in accrued other expenses as of December 31, 2022, was the $5,000 redemption price of the Series A Preferred Stock that automatically redeemed on January 30, 2023 upon the effectiveness of the Certificate of Amendment implementing the reverse stock split and an increase in the authorized shares of common stock of the Company (see Note 8). | 4. Balance Sheet Details Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consisted of the following: December 31, December 31, Prepaid clinical costs $ — $ 488,614 Other prepaid expenses & current assets 73,132 148,728 Total prepaid expenses & current assets $ 73,132 $ 637,342 Property and Equipment, Net Property and equipment, net consisted of the following: December 31, December 31, Lab equipment $ 131,963 $ 131,963 Total property and equipment, gross 131,963 131,963 Accumulated depreciation (41,830 ) (16,782 ) Total property and equipment, net $ 90,133 $ 115,181 Depreciation expense was $25,048 for the year ended December 31, 2022 and $16,782 for the year ended December 31, 2021. Accrued Expenses Accrued expenses consisted of the following: December 31, December 31, Accrued payroll and related expenses $ 618,014 $ 756,729 Accrued clinical study expenses 175,061 327,244 Accrued professional fees 75,722 294,130 Accrued clinical development costs 111,700 145,566 Accrued other expenses 5,000 5,000 Total accrued expenses $ 985,497 $ 1,528,669 In connection with the Business Combination the Company entered into a payment deferral of legal fees with Loeb & Loeb, LLP, which, deferred the legal fees for six months from the Closing Date of the Business Combination, or July 9, 2022. The agreement stated, if the fees were not paid by July 9, 2022, 8,572 Included in accrued other expenses as of the year ended December 31, 2022, was the $5,000 redemption price of the Series A Preferred Stock that automatically redeemed on January 30, 2023 upon the effectiveness of the Certificate of Amendment implementing the reverse stock split and an increase in the authorized shares of common stock of the Company. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Commitments and Contingencies | 4. Commitments and Contingencies Lease Commitments In February 2021, Revelation Sub entered into an agreement to lease 2,140 square feet of laboratory space located at 11011 Torreyana Road, Suite 102, San Diego, California (the “Lease”). In January 2023, the Company signed an amendment extending the Lease until December 31, 2023, with a base monthly rent equal to $9,630. The Company is required to maintain a security deposit of $5,564. The Lease contains customary default provisions, representations, warranties and covenants. In addition to rent, the Lease requires the Company to pay certain taxes, insurance and operating costs relating to the leased premises. The Company has applied the short -term Rent expense was $28,890 and $82,771 for the three and nine months ended September 30, 2023, respectively, and $17,193 and $49,453 for the three and nine months ended September 30, 2022, respectively. Future minimum lease payments under the operating lease as of September 30, 2023 is $28,890. Convertible Note Financing On January 4, 2022, Revelation Sub entered into a convertible note with AXA Prime Impact Master Fund I SCA SICAV -RAIF On January 6, 2022, Old Revelation purchased 7,001 Total interest incurred under the Convertible Note was $0 and $14,383 during the three and nine months ended September 30, 2022, respectively. Commitments The Company enters into contracts in the normal course of business with third party service providers and vendors. These contracts generally provide for termination on notice and, therefore, are cancellable contracts and not considered contractual obligations and commitments. Contingencies From time to time, the Company may become subject to claims and litigation arising in the ordinary course of business. The Company is not a party to any material legal proceedings, nor is it aware of any material pending or threatened litigation other than described below. Legal Proceedings On February 18, 2022, LifeSci Capital LLC filed an action against the Company in the U.S. District Court for the Southern District of New York seeking damages in the amount of approximately $2.7 million in cash and $2.6 million in equity for unpaid banking and advisory fees. These fees arise under contracts which were entered into prior to the Business Combination and the Company is disputing the amount owed under those contracts and has asserted affirmative defenses including the defense that LifeSci Capital LLC mislead Petra in the amount of funds that would be available for operation following the Business Combination. The Company has filed a counterclaim against LifeSci Capital LLC for damages arising from its misleading Petra. On June 22, 2022, LifeSci Capital LLC filed a motion for summary judgement and on March 2, 2023, the court denied the plaintiff’s motion for summary judgment. As of the date of this Report, discovery is substantially complete and LifeSci has filed a second motion for summary judgment which is pending. If the proceeding goes to trial it is not expected to occur, at the earliest, until the second half of 2024. Of the LifeSci Capital LLC claim, $1.5 million relates to deferred underwriting fees from the Petra initial public offering (“IPO”). In addition, but separate from the claim, one of the underwriters in the Petra IPO who is not a participant in the litigation with LifeSci Capital LLC recently issued a demand letter seeking repayment for $655 thousand in fees owed from the Petra initial public offering that remain unpaid. Both of these amounts are recorded as a current liability in the financial statements as of September 30, 2023 under deferred underwriting commissions. No other liabilities are reflected in the financial statements as the amount of any additional liability cannot be determined at this time. On September 27, 2022, A -IR -IR -IR | 5. Commitments and Contingencies Lease Commitments In February 2021, Revelation Sub entered into an agreement to lease 2,140 square feet of laboratory space located at 11011 Torreyana Road, Suite 102, San Diego, California (the “Original Lease”). The Original Lease had a term of 13 calendar months, plus any partial month at the beginning of the Original Lease (the “Original Lease Term”). Revelation Sub recorded a lease liability and right -of-use In October 2021, Revelation Sub amended the Original Lease to expire on December 31, 2022, equal to an additional nine calendar months with a base monthly rent equal to the 13 th -term Rent expense was $66,645 for the year ended December 31, 2022 and $55,246 for the year ended December 31, 2021, respectively. There are no future minimum lease payments under the First Amendment of the operating lease as of December 31, 2022. Convertible Note Financing On January 4, 2022, Revelation Sub entered into a convertible note financing in an amount of up to $2.5 million with a fixed 10% annual interest rate from AXA IM Prime Impact Fund (the “Convertible Note”), the proceeds of which were used by Revelation Sub to purchase shares of Petra common stock from redeeming Petra stockholders who redeemed shares of Petra common stock in connection with the Business Combination. On January 6, 2022, Old Revelation purchased 7,001 Total interest incurred under the Convertible Note was $14,383 during the year ended December 31, 2022. Premium Finance Agreement — D&O Insurance In order to obtain a public company directors and officers insurance policy (“D&O Insurance”), the Company entered into an agreement with a premium financing lender, where by the lender paid the D&O Insurance premium for the company (“Premium Finance Agreement”). If the Company were to not pay the lender monthly installment payments, the lender would cancel the D&O Insurance and the remaining D&O Insurance premium would be returned to the lender. In addition, if the Company were to cancel the D&O Insurance, the remaining D&O Insurance premium would be returned to the lender. The Premium Finance Agreement is for $825,000 and accrues interest at a fixed rate of 3.57% per annum payable monthly for a total of $9,856 over the term of the Premium Finance Agreement. Monthly payments of $74,428, are to be paid in nine monthly installments, which commenced on February 10, 2022 with a maturity date of October 10, 2022. Upon entering into the Premium Finance Agreement, an upfront payment of $165,000 was due and paid on February 14, 2022. Total expense incurred under the Finance Agreement for upfront, monthly and interest payments was $834,856 during the year ended December 31, 2022. Total cash paid under the Finance Agreement for upfront, monthly and interest payments was $834,856 during the year ended December 31, 2022. There are no future obligations under the Premium Finance Agreement as of December 31, 2022. Commitments The Company enters into contracts in the normal course of business with third party service providers and vendors. These contracts generally provide for termination on notice and, therefore, are cancellable contracts and not considered contractual obligations and commitments. Contingencies From time to time, the Company may become subject to claims and litigation arising in the ordinary course of business. The Company is not a party to any material legal proceedings, nor is it aware of any material pending or threatened litigation other than described below. Legal Proceedings On February 18, 2022, LifeSci Capital LLC filed an action against the Company in the U.S. District Court for the Southern District of New York seeking damages in the amount of approximately $2.7 million in cash and $2.6 million in equity for unpaid banking and advisory fees. These fees arise under contracts which were entered into prior to the Business Combination and the Company is disputing the amount owed under those contracts and has asserted affirmative defenses including the defense that the amount of the fees sought exceeded the $8.5 million cap on transaction expenses in the Business Combination Agreement. This action remains pending as of the date of this report. On March 2, 2023, the court denied the plaintiff’s motion for summary judgment. As of the date of this report, the court has not set any schedule for discovery or a timetable for any trial. Of the LifeSci Capital LLC claim, $1.5 million relates to deferred underwriting fees from the Petra initial public offering. In addition, but separate from the claim, one of the underwriters in the Petra initial public offering who is not a participant in the litigation with LifeSci Capital LLC recently issued a demand letter seeking repayment for $655 thousand in fees owed from the Petra initial public offering that remain unpaid. Both of these amounts are recorded as a current liability in the financial statements as of December 31, 2022 under deferred underwriting commissions. No other liabilities are reflected in the financial statements as the amount of any additional liability cannot be determined at this time. On September 27, 2022, A -IR -IR -IR On January 30, 2023, Marwood Advisory Group, LLC filed an action in the Supreme Court of New York for the County of New York seeking damages in the amount of $150,000 plus interest in respect of a contract agreed by the sponsors of Petra allegedly relating to a due diligence report with another target considered by Petra prior to the Business Combination. The Company believes it has defenses to this claim and as of the date of this report no answer is due. Since this proceeding is at a very early stage, no liability is reflected in the financial statements as the amount of any liability cannot be determined at this time. |
PIPE Investment
PIPE Investment | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
PIPE Investment [Abstract] | ||
PIPE Investment | 5. PIPE Investment On January 25, 2022, the Company closed a private placement of 36,947 -funded -Funded -Funded Roth Capital Partners, LLC (“Roth”) was engaged by the Company to act as its exclusive placement agent for the private placement. The Company paid Roth a cash fee equal to 6.0% of the gross proceeds received by the Company in the private placement, totaling $465,600 and issued warrants to purchase up to 10,347 In connection with the private placement, the Company entered into a registration rights agreement with the institutional investor, pursuant to which the Company agreed to file a registration statement to register for resale of the shares of common stock, shares of common stock underlying the Class A Pre -Funded -1 -262410 On February 22, 2022, the Company received a notice of cash exercise for the total outstanding Class A Pre -Funded Using the Black -Scholes | 6. PIPE Investment On January 23, 2022, the Company entered into a securities purchase agreement with an institutional investor (“the Purchaser”) pursuant to which the Purchaser agreed to purchase, and the Company agreed to issue and sell to the Purchaser in a private placement, 36,947 -funded -Funded Each Pre -Funded -Funded the Company’s outstanding common stock immediately after exercise. On February 22, 2022, the Company received a notice of cash exercise for the total outstanding Pre -Funded Each Class A Common Stock Warrant has an exercise price of $115.15 per share of common stock, is exercisable at any time after the sixth month anniversary of the date of issuance, will expire five and one -half Also on January 23, 2022 and in connection with the private placement, the Company entered into a registration rights agreement (the “Registration Rights Agreement”) with the Purchaser, pursuant to which the Company agreed to use its best efforts to file a registration statement on Form S -1 -Funded Roth Capital Partners, LLC (the “Placement Agent”) was engaged by the Company to act as its exclusive placement agent for the private placement. The Company agreed to pay the Placement Agent a cash fee equal to 6.0% of the gross proceeds received by the Company in the private placement, totaling approximately $465,600. In addition, the Company agreed to issue to the Placement Agent warrants to purchase up to 10,347 -Funded Using the Black -Scholes |
Public Offering
Public Offering | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Public Offering [Abstract] | ||
Public Offering | 6. 2022 Public Offering On July 28, 2022, the Company closed a public offering of 238,096 Roth was engaged by the Company to act as its exclusive placement agent for the July 2022 Public Offering. The Company paid Roth a cash fee equal to 7.0% of the gross proceeds received by the Company in the public offering, totaling $350,000 and issued warrants to purchase up to 16,667 The shares of common stock, the shares of common stock underlying the Class B Common Stock Warrants and the shares of common stock underlying the Class B Placement Agent Common Stock Warrants were registered with the SEC on Form S -1 -266108 Using the Black -Scholes | 7. Public Offering On July 28, 2022, the Company closed a public offering of 238,096 five -1 -266108 Roth Capital Partners, LLC (the “Placement Agent”) was engaged by the Company to act as its exclusive placement agent for the July 2022 Public Offering. The Company agreed to pay the Placement Agent a cash fee equal to 7.0% of the gross proceeds received by the Company in the public offering, totaling $350,000. In addition, the Company agreed to issue to the Placement Agent warrants to purchase up to 16,667 five Using the Black -Scholes |
Preferred Stock
Preferred Stock | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Preferred Stock [Abstract] | ||
Preferred Stock | 8. Preferred Stock Revelation Authorized Preferred Stock The Certificate of Amendment of the Company authorizes up to 5,000,000 -Q Series A Preferred Stock On December 19, 2022, the Company closed the sale of one share of the Company’s Series A Preferred Stock, par value $0.001 per share, to its Chief Executive Officer for $5,000.00. The outstanding share of Series A Preferred Stock was automatically redeemed for $5,000.00 on January 30, 2023 upon the effectiveness of the Certificate of Amendment implementing the reverse stock split and the increase in authorized shares of common stock of the Company. The Series A Preferred Stock had 50,000,000 votes and voted together with the outstanding shares of the Company’s common stock as a single class exclusively with respect to any proposal to amend the Company’s Restated Certificate of Incorporation to effect a reverse stock split of the Company’s common stock and to increase the number of authorized shares of common stock of the Company. The Series A Preferred Stock voted, without action by the holder, on any such proposal in the same proportion as shares of common stock voted. The Series A Preferred Stock otherwise had no voting rights except as otherwise required by the General Corporation Law of the State of Delaware. | 8. Preferred Stock Revelation Authorized Preferred Stock The third amended and restated certificate of incorporation of the Company authorizes up to 5,000,000 Series A Preferred Stock On December 19, 2022, the Company entered into a Subscription and Investment Representation Agreement (the “Subscription Agreement”) with James Rolke, its Chief Executive Officer, who is an accredited investor (the “Purchaser”), pursuant to which the Company agreed to issue and sell one (1) share of the Company’s Series A Preferred Stock, par value $0.001 per share, to the Purchaser for $5,000.00 in cash. The sale closed on December 19, 2022. The Series A Preferred Stock had 50,000,000 votes and voted together with the outstanding shares of the Company’s common stock as a single class exclusively with respect to any proposal to amend the Company’s Restated Certificate of Incorporation to effect a reverse stock split of the Company’s common stock and to increase the number of authorized shares of common stock of the Company. The Series A Preferred Stock voted, without action by the holder, on any such proposal in the same proportion as shares of common stock voted. The Series A Preferred Stock otherwise had no voting rights except as otherwise required by the General Corporation Law of the State of Delaware. The Series A Preferred Stock was not convertible into, or exchangeable for, shares of any other class or series of stock or other securities of the Company. The Series A Preferred Stock had no rights with respect to any distribution of assets of the Company, including upon a liquidation, bankruptcy, reorganization, merger, acquisition, sale, dissolution or winding up of the Company, whether voluntarily or involuntarily. The holder of the Series A Preferred Stock was not entitled to receive dividends of any kind. The outstanding share of Series A Preferred Stock was automatically redeemed on January 30, 2023 upon the effectiveness of the Certificate of Amendment implementing the reverse stock split and the increase in authorized shares of common stock of the Company. Upon such redemption, the holder of the Series A Preferred Stock received the redemption price of $5,000.00 in cash. Revelation Sub Authorized Preferred Stock Prior to the Merger, in August 2020, Revelation Sub authorized the sale and issuance of up to 2,000,000 -1 Revelation Sub Series A Preferred Stock Prior to the Merger, in December 2020, Revelation Sub sold and issued 628,930 Revelation Sub Series A-1 Preferred Stock Prior to the Merger, in January 2021, Revelation Sub sold and issued 684,450 -1 -1 |
Units
Units | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Units [Abstract] | ||
Units | 9. Units In connection with Petra’s IPO, in October of 2020, Petra issued unit’s that consisted of one share of common stock and one warrant exercisable for 1/35 of a share of common stock with an exercise price of $402.50 per share which expire on January 10, 2027 (the “Public Warrants”), which traded on the Nasdaq Capital Market under the ticker symbol REVBU. As disclosed in Note 1, on January 13, 2023, the Company’s units were mandatorily separated, ceased to exist and stopped trading on the Nasdaq Capital Market. At the time of separation there were 1,688,598 units separated, which represented 48,246 No | 9. Units In connection with the Petra’s IPO, in October of 2020, Petra issued unit’s that consisted of one share of common stock and one warrant with an exercise price of $402.50 per shares (the “Public Warrants”). As of December 31, 2022 there were 48,246 units outstanding (not effected for the reverse split), which trade on the Nasdaq Capital Market under the ticker symbol “REVBU.” The Company includes each share of common stock and Public Warrant from the unit’s in its calculation of common stock and Public Warrants outstanding, respectively. |
Common Stock
Common Stock | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Common Stock [Abstract] | ||
Common Stock | 10. Common Stock The Company is authorized under its articles of incorporation, as amended, to issue 500,000,000 Reverse Split As disclosed in Note 1, on January 30, 2023, the Company filed the Certificate of Amendment reflecting the change in authorized shares of common stock from 100,000,000 to 500,000,000 and effecting a reverse stock split as of 12:01 a.m. Eastern Standard Time on February 1, 2023 with a ratio of 1 -for-35 -outstanding Common Stock Issuance due to the Business Combination On the Closing Date, the Company issued an aggregate of 282,039 Common Stock Issuance during the year ended December 31, 2022 On January 23, 2022, the Company issued 36,947 On January 31, 2022, the Company issued 8,572 On February 2, 2022, the Company issued 54 On February 4, 2022, the Company cancelled 21,429 On February 22, 2022, the Company issued 36,959 -Funded On July 28, 2022, the Company issued 238,096 On July 29, 2022, the Company issued 3,435 Common Stock Issuance during the three and nine months ended September 30, 2023 On February 13, 2023, the Company issued 2,888,600 On February 14, 2023, the Company issued 33,000 -Funded On March 2, 2023, the Company issued 160,000 -Funded From March 13, 2023 to March 31, 2023, the Company issued 965,357 From April 1, 2023 to June 30, 2023, the Company issued 1,419,780 On April 6, 2023, the Company received a notice of cash exercise for the Class C Pre -Funded On April 18, 2023, the Company issued 4,284 As of September 30, 2023 and December 31, 2022, 6,297,303 and 682,882 The total shares of common stock reserved for issuance are summarized as follows: September 30, 2023 September 30, 2022 Public Warrants (exercise price of $402.50 per share) 300,332 300,332 Class A Common Stock Warrants (exercise price of $115.15 per share) 73,905 73,905 Class A Placement Agent Common Stock Warrants (exercise price of $115.15 per share) 10,347 10,347 Class B Common Stock Warrants (exercise price of $21.00 per share) 238,095 238,095 Class B Placement Agent Common Stock Warrants (exercise price of $26.25 per share) 16,667 16,667 Class C Common Stock Warrants (exercise price of $5.36 per share) 487,160 — Rollover Warrants (exercise price of $93.80 per share) 4,738 4,738 Rollover RSU awards outstanding 3,006 7,290 Stock options outstanding 35,005 10,058 Shares reserved for issuance 1,169,255 661,432 Shares available for future stock grants under the 2021 Equity Incentive Plan 33,283 58,230 Total common stock reserved for issuance 1,202,538 719,662 | 10. Common Stock The Company is authorized under its articles of incorporation, as amended, to issue 500,000,000 Reverse Split On January 30, 2023, the Company filed the Certificate of Amendment reflecting the change in authorized shares of common stock from 100,000,000 to 500,000,000 and effecting a reverse stock split as of 12:01 a.m. Eastern Standard Time on February 1, 2023 with a ratio of 1 -for-35 -outstanding Common Stock Issuance due to the Business Combination At the Closing Date, the Company issued an aggregate of 282,039 On the Closing Date, the Company received net proceeds from the Business Combination of $11.9 million, of which $7.7 million was escrowed pursuant to a Forward Share Purchase Agreement entered into by Petra and $4.2 million was released to Revelation. Common Stock Issuance during the year ended December 31, 2022 On January 23, 2022, the Company issued 36,947 On January 31, 2022, the Company issued 8,572 On February 4, 2022, the Company cancelled 21,429 On February 22, 2022, the Company issued 36,959 -Funded On February 2, 2022, the Company issued 54 On July 28, 2022, the Company issued 238,096 On July 29, 2022, the Company issued 3,435 As of December 31, 2022 and December 31, 2021, 682,882 and 282,039 The total shares of common stock reserved for issuance are summarized as follows: December 31, December 31, Revelation Sub Series A Preferred Stock — — Series A-1 Preferred Stock — — Public Warrants 300,332 — Class A Common Stock Warrants 73,905 — Class A Placement Agent Common Stock Warrants 10,347 — Class B Common Stock Warrants 238,096 — Class B Placement Agent Common Stock Warrants 16,667 — Rollover Warrants 4,738 4,792 Unvested and unissued Rollover RSU awards 7,290 13,154 Stock options outstanding 9,581 — Shares reserved for issuance 660,956 17,946 Shares available for future stock grants under the 2021 Equity Incentive Plan 58,707 — Total common stock reserved for issuance 719,663 17,946 |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | ||
Stock-Based Compensation | 11. Stock-Based Compensation 2021 Equity Incentive Plan In January 2022, in connection with the Business Combination, the Board of Directors and the Company’s stockholders adopted the 2021 Equity Incentive Plan (the “2021 Plan”) and reserved 36,983 authorized shares of common stock for issuance under the plan. The 2021 Plan is administered by the Board of Directors. Vesting periods and other restrictions for grants under the 2021 Plan are determined at the discretion of the Board of Directors. Grants to employees, officers, directors, advisors, and consultants of the Company typically vest over one to four years. In addition, the number of shares of stock available for issuance under the 2021 Plan will be automatically increased each January 1, and began on January 1, 2022, by 10% of the aggregate number of outstanding shares of our common stock from the first day of the preceding calendar year to the first day of the current calendar year or such lesser number as determined by our board of directors. On January 1, 2023, after effecting the Reverse Split the total shares available for issuance under the 2021 Equity Plan was increased to 68,288 authorized shares of common stock. Under the 2021 Plan, stock options and stock appreciation rights are granted at exercise prices determined by the Board of Directors which cannot be less than 100% of the estimated fair market value of the common stock on the grant date. Incentive stock options granted to any stockholders holding 10% or more of the Company’s equity cannot be granted with an exercise price of less than 110% of the estimated fair market value of the common stock on the grant date and such options are not exercisable after five As of September 30, 2023, there were 33,283 shares available for future grant under the 2021 Plan. Restricted Stock Units At the Closing Date of the Business Combination, all Revelation Sub RSU award holders received a Rollover RSU award in exchange for each RSU award of Revelation Sub that vest in accordance with the original terms of the award. The Company determined this to be a Type I modification but did not record any incremental stock -based The Rollover RSU awards have time -based -based -based -based As of September 30, 2023 and December 31, 2022, the Company has a total of 3,006 and 7,290 Rollover RSU awards for shares of common stock outstanding, respectively. As of September 30, 2023, 1,371 Rollover RSU awards have fully vested but are unissued and no Rollover RSU awards have been forfeited. As of September 30, 2023, 1,635 Rollover RSU awards will vest and be issued over the next 1.4 years. Each Rollover RSU award converts to one share of common stock. Stock Options The Company has granted stock options which (i) vest fully on the date of grant; (ii) vest 25% on the one year anniversary of the grant date or the employees hiring date, with the remainder vesting quarterly thereafter; or (iii) vest quarterly over one year, for grants to Board of Directors, officers and employees. Stock options have a maximum term of 3 or 10 years. The activity related to stock options, during the nine months ended September 30, 2023 is summarized as follows: Shares Weighted- average Exercise Price Weighted- average Remaining Contractual Term (Years) Outstanding at December 31, 2022 9,581 $ 31.91 Granted 25,424 1.19 Exercised — — Expired and forfeited — — Outstanding at September 30, 2023 35,005 $ 9.60 8.2 Exercisable at September 30, 2023 32,514 $ 6.58 8.2 For the nine months ended September 30, 2023, the weighted -average -Scholes -Scholes -average Volatility 126.0 % Expected term (years) 5.03 Risk-free interest rate 3.09 % Expected dividend yield 0.0 % Expected volatility is based on the historical volatility of shares of the Company’s common stock. In determining the expected term of stock options, the Company uses the “simplified” method. Under this method, the expected term is presumed to be the midpoint between the average vesting date and the end of the contractual term. The risk -free -Scholes -based Stock-Based Compensation Expense For the three and nine months ended September 30, 2023 and 2022, the Company recorded stock -based Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 General and administrative: RSU awards $ 22,384 $ 23,928 $ 67,150 $ 108,040 Stock Options 7,216 (10,912 ) 48,988 36,784 General and administrative stock-based compensation expense 29,600 13,016 116,138 144,824 Research and development: RSU awards 1,898 6,021 5,694 39,608 Stock Options 598 21,638 1,794 84,323 Research and development stock-based compensation expense 2,496 27,659 7,488 123,931 Total stock-based compensation expense $ 32,096 $ 40,675 $ 123,626 $ 268,755 As of September 30, 2023, there was $131,185 and $75,191 of unrecognized stock -based -based | 11. Stock-Based Compensation 2020 Equity Incentive Plan and 2021 Equity Incentive Plan Prior to the Merger, Revelation Sub adopted the Revelation Biosciences, Inc. 2020 Equity Incentive Plan (the “2020 Plan”) on October 1, 2020 for the issuance of stock -based In January 2022, in connection with the Business Combination, the Board of Directors adopted the 2021 Equity Incentive Plan (the “2021 Plan”) and reserved 36,983 authorized shares of common stock the Company could issue. The 2021 Plan is administered by the Board of Directors. Vesting periods and other restrictions for grants under the 2021 Plan are determined at the discretion of the Board of Directors. Grants to employees, officers, directors, advisors, and consultants of the Company typically vest over one to four years. In addition, the number of shares of stock available for issuance under the 2021 Plan will be automatically increased each January 1, beginning on January 1, 2022, by 10% of the aggregate number of outstanding shares of our common stock from the first day of the preceding calendar year to the first day of the current calendar year or such lesser number as determined by our board of directors. On January 1, 2023, after effecting the Reverse Split the total shares available for issuance under the 2021 Equity Plan was increased to 68,288 authorized shares of common stock. Under the 2021 Plan, stock options and stock appreciation rights are granted at exercise prices determined by the Board of Directors which cannot be less than 100% of the estimated fair market value of the common stock on the grant date. Incentive stock options granted to any stockholders holding 10% or more of the Company’s equity cannot be granted with an exercise price of less than 110% of the estimated fair market value of the common stock on the grant date and such options are not exercisable after five As of December 31, 2022, there were 58,707 Restricted Stock Units At the Closing Date of the Business Combination, all Revelation Sub RSU award holders received a Rollover RSU award in exchange for each RSU award of Revelation Sub that vest in accordance with the original terms of the award. The Company determined this to be a Type I modification but did not record any incremental stock -based The Rollover RSU awards have time -based -based -based -based As of December 31, 2022 and December 31, 2021, the Company has a total of 7,290 and 13,154 Rollover RSU awards for shares of common stock outstanding, respectively. During the year ended December 31, 2022, 3,435 Rollover RSU awards have fully vested and been issued and 2,429 Rollover RSU awards have been forfeited. As of December 31, 2022, 7,290 Rollover RSU awards will vest and be issued over the next 2.4 years. Each Rollover RSU award converts to one share of common stock. Stock Options The Company has granted stock options which vest 25% on the one year anniversary of the grant date or the employees hiring date, with the remainder vesting quarterly thereafter for grants to officers and employees. Stock options have a maximum term of 10 years. On July 29, 2022, in connection with the release of 9 employees, the Board of Directors granted 5,590 stock options for shares of common stock that vest 100% on the date of grant. The stock options have a maximum term of 3 years. The activity related to stock options, during the year ended December 31, 2022 is summarized as follows: Shares Weighted- Weighted- Outstanding at December 31, 2021 — $ — Granted 15,708 38.57 Exercised — — Expired and forfeited (6,127 ) 49.00 Outstanding at December 31, 2022 9,581 $ 31.91 3.5 Exercisable at December 31, 2022 5,590 $ 19.71 2.6 For the year ended December 31, 2022, the weighted -average -Scholes -Scholes -average Volatility 96.5 % Expected term (years) 5.00 Risk-free interest rate 2.27 % Expected dividend yield 0.0 % Expected volatility is based on the historical volatility of shares of the Company’s common stock. In determining the expected term of stock options, the Company uses the “simplified” method. Under this method, the expected term is presumed to be the midpoint between the average vesting date and the end of the contractual term. The risk -free -Scholes -based Stock-Based Compensation Expense For the years ended December 31, 2022 and 2021, the Company recorded stock -based Year Ended 2022 2021 General and administrative: RSU awards $ 130,689 $ 412,214 Stock Options 44,000 — General and administrative stock-based compensation expense 174,689 412,214 Research and development: RSU awards 41,506 58,664 Stock Options 84,921 — Research and development stock-based compensation expense 126,427 58,664 Total stock-based compensation expense $ 301,116 $ 470,878 As of December 31, 2022, there was $204,030 and $98,633 of unrecognized stock -based -based |
Warrants
Warrants | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Warrants [Abstract] | ||
Warrants | 12. Warrants Public Warrants In connection with Petra’s IPO, Petra issued 10,511,597 Public Warrants to purchase an aggregate of 300,332 The Company may redeem the Public Warrants at a price of $0.01 per Public Warrant upon not less than 30 days’ prior written notice of redemption if, and only if, the reported last sale price of the Company’s common stock equals or exceeds $630.00 per share for any 20 trading days within a 30 -trading Rollover Warrants Prior to the Merger, Revelation Sub issued warrants to a placement agent to purchase up to 4,792 shares of common stock with an exercise price of $93.80 per share which expire on January 31, 2027, valued on the issuance date in the aggregate at $326,675. At the Closing Date of the Business Combination, all warrant holders received a Rollover Warrant, which was exercisable in accordance with its original issuance. On February 2, 2022, the Company received a notice of cash exercise for the Company’s Rollover Warrants for 54 The fair value of the Rollover Warrants were estimated using the Black -Scholes Volatility 115 % Expected term (years) 6 Risk-free interest rate 0.85 % Expected dividend yield 0.0 % Class A Pre-Funded Warrants In connection with the PIPE Investment, the Company issued pre -funded On February 22, 2022, the Company received a notice of cash exercise for the Class A Pre -Funded -Funded Class A Common Stock Warrants In connection with the PIPE Investment, the Company issued warrants to an institutional investor to purchase up to 73,905 The fair value of the Class A Common Stock Warrants were estimated using the Black -Scholes Volatility 47 % Expected term (years) 5 Risk-free interest rate 1.54 % Expected dividend yield 0.0 % Class A Placement Agent Common Stock Warrants In connection with the PIPE Investment, the Company issued warrants to Roth to purchase an aggregate of 10,347 The fair value of the Class A Placement Agent Common Stock Warrants were estimated using the Black -Scholes Volatility 47 % Expected term (years) 5 Risk-free interest rate 1.54 % Expected dividend yield 0.0 % Class B Common Stock Warrants In connection with the July 2022 Public Offering, the Company issued 8,333,334 warrants to purchase an aggregate of 238,095 shares of common stock at an exercise price of $21.00 per share, valued on the public offering purchase date in the aggregate at $4.5 million and included in the issuance costs of the public offering. The warrants were exercisable immediately upon issuance, provide for a cash or cashless exercise right and expire on July 28, 2027. The fair value of the Class B Common Stock Warrants were estimated using the Black -Scholes Volatility 144 % Expected term (years) 5 Risk-free interest rate 2.69 % Expected dividend yield 0.0 % Class B Placement Agent Common Stock Warrants In connection with the July 2022 Public Offering, the Company issued warrants to the Placement Agent to purchase up to 16,667 The fair value of the Class B Placement Agent Common Stock Warrants were estimated using the Black -Scholes Volatility 144 % Expected term (years) 5 Risk-free interest rate 2.69 % Expected dividend yield 0.0 % Class C Pre-Funded Warrants In connection with the February 2023 Public Offering, the Company issued pre -funded -Funded -Funded Class C Common Stock Warrants In connection with the February 2023 Public Offering, the Company issued warrants to purchase up to 6,450,000 The Company accounted for the Class C Common Stock Warrants as current liabilities based upon the guidance of ASC 480 and ASC 815. The Company evaluated the Class C Common Stock Warrants under ASC 815 -40 -40 The Company concluded that the multiplier of 0.4 -classified -based and sensitive to changes in the trading market price of the Company’s common stock. Because liability -classified At the date of issuance, the Company valued the Class C Common Stock Warrants using a Monte -Carlo As of September 30, 2023, the Company received notices of alternative cashless exercises for 5,962,840 Class C Common Stock Warrants issued in connection with the February 2023 Public Offering for 2,385,137 shares of common stock. As of September 30, 2023, the Company re -valued -Carlo | 12. Warrants Public Warrants In connection with the Petra’s IPO, Petra issued 10,511,597 Public Warrants to purchase an aggregate of 300,332 The Company may redeem the Public Warrants at a price of $0.01 per Public Warrant upon not less than 30 days’ prior written notice of redemption if, and only if, the reported last sale price of the Company’s common stock equals or exceeds $630.00 per share for any 20 trading days within a 30 -trading Rollover Warrants Prior to the Merger, in connection with the issuance of the Revelation Sub Series A -1 -1 Preferred Stock in the aggregate at $326,675 and included in the issuance costs of the Revelation Sub Series A -1 At the Closing Date of the Business Combination, all warrant holders received a Rollover Warrant, which was exercisable in accordance with its original issuance. On February 2, 2022, the Company received a notice of cash exercise for the Company’s Rollover Warrants for 54 The fair value of the Rollover Warrants was estimated using the Black -Scholes Volatility 115 % Expected term (years) 6 Risk-free interest rate 0.85 % Expected dividend yield 0.0 % Class A Common Stock Warrants In connection with the PIPE Investment, the Company issued warrants to the Purchaser to purchase an aggregate of 73,905 The fair value of the warrants was estimated using the Black -Scholes Volatility 47 % Expected term (years) 5 Risk-free interest rate 1.54 % Expected dividend yield 0.0 % Pre-Funded Warrants In connection with the PIPE Investment, the Company issued warrants to the Purchaser to purchase an aggregate of 36,959 On February 22, 2022, the Company received a notice of cash exercise for the Pre -Funded Class A Placement Agent Common Stock Warrants In connection with the PIPE Investment, the Company issued warrants to the Placement Agent to purchase an aggregate of 10,347 The fair value of the warrants was estimated using the Black -Scholes Volatility 47 % Expected term (years) 5 Risk-free interest rate 1.54 % Expected dividend yield 0.0 % Class B Common Stock Warrants In connection with the July 2022 Public Offering, the Company issued 8,333,334 warrants to purchase an aggregate of 238,095 The fair value of the warrants was estimated using the Black -Scholes Volatility 144 % Expected term (years) 5 Risk-free interest rate 2.69 % Expected dividend yield 0.0 % Class B Placement Agent Common Stock Warrants In connection with the July 2022 Public Offering, the Company issued warrants to the Placement Agent to purchase an aggregate of 16,667 The fair value of the warrants was estimated using the Black -Scholes Volatility 144 % Expected term (years) 5 Risk-free interest rate 2.69 % Expected dividend yield 0.0 % |
Income Taxes
Income Taxes | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Income Taxes [Abstract] | ||
Income Taxes | 13. Income Taxes The quarterly provision for or benefit from income taxes is computed based upon the estimated annual effective tax rate and the year -to-date -tax not For the three and nine months ended September 30, 2023, the Company recorded non -taxable | 13. Income Taxes The Company did not record a provision for income taxes for the years ended December 31, 2022 and December 31, 2021 due to a full valuation allowance against its deferred tax assets. The difference between the provision for income taxes and income taxes computed using the effective U.S. federal statutory rate is as follows: Year Ended 2022 2021 Federal tax statutory rate 21.0 % 21.0 % State tax, net of federal benefit 7.2 7.1 Research and development credits 0.6 1.9 Non-deductible expenses 2.9 (2.3 ) Change in valuation allowance (31.7 ) (27.7 ) Effective tax rate — % — % Significant components of the Company’s deferred tax assets are as follows: Year Ended 2022 2021 Net operating loss carryforwards $ 5,511,086 $ 3,524,526 Research and development credits 324,661 255,656 Capitalized research and development costs 1,429,419 — Capitalized start-up costs 860,853 — Other, net 373,936 351,836 Total gross deferred tax assets 8,499,983 4,132,018 Valuation allowance (8,499,983 ) (4,132,018 ) Net deferred tax assets $ — $ — As of December 31, 2022 and 2021, a full valuation allowance of $8,499,983 and $4,132,018, respectively, was established against its deferred tax assets due to the uncertainty surrounding the realization of such assets. The valuation allowance increased by $4,012,802 and $3,323,197 in 2022 and 2021, respectively, due to the increase in the deferred tax assets by the same amount; primarily due to net operating loss carryforwards and the mandatory capitalization of qualified research and development expenses in 2022. As of December 31, 2022, the Company had federal and state net operating loss carryforwards of $18,224,037 and $24,505,008, respectively. As of December 31, 2021, the Company had federal and state net operating loss carryforwards of $12,468,027 and $13,221,253, respectively. Federal net operating losses carryforward indefinitely. State net operating loss carryforwards will begin to expire in 2026 The Company had estimated federal research and development credit carryforwards of $93,915 and $91,217 as of December 31, 2022 and 2021, respectively. The federal research tax credit carryforwards will begin to expire in 2040 Pursuant to Section 382 and 383 of the Internal Revenue Code (“IRC”), utilization of the Company’s federal net operating loss carryforwards and research and development credit carryforwards may be subject to annual limitations in the event of any significant future changes in its ownership structure. These annual limitations may result in the expiration of net operating loss and research and development credit carryforwards prior to utilization. The Company has not completed an IRC Section 382 and 383 analyses regarding the limitation of net operating loss and research and development credit carryforwards. No liability is recorded on the financial statements related to uncertain tax positions. There are no The Company’s policy is to record estimated interest and penalties related to uncertain tax benefits as income tax expense. As of December 31, 2022 and 2021, the Company had no The Company is subject to taxation in the U.S. and various state jurisdictions. The Company’s tax returns since inception are subject to examination by the U.S. and various state tax authorities. The Company is not currently undergoing a tax audit in any federal or state jurisdiction. On March 27, 2020, the Coronavirus Aid, Relief and Economic Security (“CARES”) Act was enacted and signed into law and GAAP requires recognition of the tax effects of new legislation during the reporting period that includes the enactment date. The CARES Act includes changes to the tax provisions that benefits business entities and makes certain technical corrections to the 2017 Tax Cuts and Jobs Act. The tax relief measures for businesses in the CARES Act include a five -year -tax The Consolidated Appropriation Act (“CAA”) of 2021 was signed into law by the President, December 27, 2020, containing the most recent COVID -19 |
Subsequent Events
Subsequent Events | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Subsequent Events [Abstract] | ||
Subsequent Events | 14. Subsequent Events In preparing these condensed consolidated financial statements, the Company has evaluated and determined there are no events and transactions for potential recognition or disclosure through November 9, 2023, the date the financial statements were available to be issued. | 14. Subsequent Events Unit Separation On January 13, 2023, the Company’s units, which traded with the ticker symbol “REVBU” were mandatorily separated and cease to exist, further the units no longer trade on the Nasdaq Capital Market. Each unit was comprised of one share of the Company’s common stock and one Public Warrant. At the time of separation there were 1,688,598 units separated, no Second Amendment to Lease In January 2023, Revelation Sub amended the First Amendment to the Original Lease (the “Second Amendment”) to expire on December 31, 2023, equal to an additional 11 calendar months with a base monthly rent equal to $9,630.00. Revelation Sub signed the Second Amendment on January 17, 2023. The Company will pay $105,930 of rent expense over the life of the Second Amendment. Change in Authorized Shares and Reverse Stock Split On January 30, 2023, at a special meeting of stockholders, the Company’s stockholders approved a Certificate of Amendment to the Company’s Third Amended and Restated Certificate of Incorporation to change the authorized common stock from 100,000,000 to 500,000,000 -for-twenty -for-20 -for-one -for-100 -for-35 Public Offering On February 13, 2023, the Company closed a public offering of (i) an aggregate of 2,888,600 -funded -Funded -Funded -Funded five -300 -100 -200 -99b -1 -268576 Roth Capital Partners, LLC (the “Placement Agent’) was engaged by the Company to act as its exclusive placement agent for the public offering. The Company agreed to pay the Placement Agent a cash fee equal to 8.0% of the gross proceeds received by the Company in the public offering, totaling approximately $1.2 million. Using the Black -Scholes As a result of the proceeds from the Public Offering, the Company believes it is now in compliance with Listing Rule 5550(b)(2) because it has stockholders’ equity in excess of $2.5 million as of the date of this filing. Regaining NASDAQ Compliance On February 16, 2023, the Company received formal notice from The Nasdaq Stock Market (“Nasdaq”) stating that the Company’s common stock will continue to be listed and traded on Nasdaq, due to the Company having regained compliance with the minimum bid price requirement and minimum stockholders’ equity requirement for continued listing on Nasdaq, as set forth in Nasdaq Listing Rules 5550(a)(2) and 5550(b)(1), respectively, and all applicable listing standards. As previously reported in 2022, Nasdaq issued delist letters based on the Company’s non -compliance Also, as previously reported on February 13, 2023, the Company closed a Public Offering on February 13, 2023, resulting in estimated net cash proceeds of approximately $14.0 million after accounting for estimated expenses incurred in connection with the Public Offering. As a result, the Listing Qualifications staff determined that the Company has regained compliance with the minimum equity requirement. The staff also determined as of February 15, 2023, the Company has evidenced compliance with the $1.00 per share price requirement having traded for 11 consecutive trading days above $1.00. Pre-Funded Warrant Exercise On February 14, 2023, the Company received a notice of cash exercise for the Pre -Funded On March 2, 2023, the Company received a notice of cash exercise for the Pre -Funded Class C Common Stock Warrant Exercise As of March 20, 2023, the Company received notices of alternative cash -less |
2023 Public Offering
2023 Public Offering | 9 Months Ended |
Sep. 30, 2023 | |
2023 Public Offering [Abstract] | |
2023 Public Offering | 7. 2023 Public Offering On February 13, 2023, the Company closed a public offering of 2,888,600 -funded -Funded -Funded Roth was engaged by the Company to act as its exclusive placement agent for the February 2023 Public Offering. The Company paid Roth a cash fee equal to 8.0% of the gross proceeds received by the Company in the public offering, totaling $1.2 million. The shares of common stock, the shares of common stock underlying the Class C Pre -Funded -1 -268576 Between February 14, 2023 and April 6, 2023, the Company received notices of cash exercise for the Class C Pre -Funded no -Funded Using a Monte -Carlo From March 13, 2023 to September 30, 2023, the Company issued 2,385,137 |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Summary of Significant Accounting Policies [Abstract] | ||
Use of Estimates | Use of Estimates The preparation of the condensed consolidated financial statements in accordance with GAAP requires management to make estimates and assumptions about future events that affect the amounts of assets and liabilities reported, disclosures about contingent assets and liabilities, and reported amounts of expenses. These estimates and assumptions are based on the Company’s best estimates and judgment. The Company regularly evaluates its estimates and assumptions using historical and industry experience and other factors; however, actual results could differ materially from these estimates and could have an adverse effect on the Company’s condensed consolidated financial statements. | Use of Estimates The preparation of the consolidated financial statements in accordance with GAAP requires management to make estimates and assumptions about future events that affect the amounts of assets and liabilities reported, disclosures about contingent assets and liabilities, and reported amounts of expenses. These estimates and assumptions are based on the Company’s best estimates and judgment. The Company regularly evaluates its estimates and assumptions using historical and industry experience and other factors; however, actual results could differ materially from these estimates and could have an adverse effect on the Company’s consolidated financial statements. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments purchased with original maturities of three months or less from the purchase date to be cash equivalents. The Company maintains its cash in checking and savings accounts. Income generated from cash held in savings accounts is recorded as interest income. The carrying value of the Company’s savings accounts is included in cash and approximates the fair value. | Cash and Cash Equivalents The Company considers all highly liquid investments purchased with original maturities of three months or less from the purchase date to be cash equivalents. The Company maintains its cash in checking and savings accounts. Income generated from cash held in savings accounts is recorded as interest income. The carrying value of the Company’s savings accounts is included in cash and approximates the fair value. |
Concentrations of Credit Risk | Concentrations of Credit Risk Financial instruments that potentially subject the Company to a concentration of credit risk consist primarily of cash and cash equivalents. Bank deposits are held by accredited financial institutions and these deposits may at times be in excess of federally insured limits. The Company limits its credit risk associated with cash and cash equivalents by placing them with financial institutions that it believes are of high quality. The Company has not experienced any losses on its deposits of cash or cash equivalents. | Concentrations of Credit Risk Financial instruments that potentially subject the Company to a concentration of credit risk consist primarily of cash and cash equivalents. Bank deposits are held by accredited financial institutions and these deposits may at times be in excess of federally insured limits. The Company limits its credit risk associated with cash and cash equivalents by placing them with financial institutions that it believes are of high quality. The Company has not experienced any losses on its deposits of cash or cash equivalents. |
Deferred Offering Costs | Deferred Offering Costs The Company capitalizes certain legal, professional accounting and other third -party -process | Deferred Offering Costs The Company capitalizes certain legal, professional accounting and other third -party -process |
Property and Equipment, Net | Property and Equipment, Net Property and equipment are stated at cost less accumulated depreciation. Depreciation is computed using the straight -line five | Property and Equipment, Net Property and equipment are stated at cost less accumulated depreciation. Depreciation is computed using the straight -line five |
Leases | Leases The Company determines if an arrangement is a lease at inception. Lease right -of-use -of-use -of-use -line | Leases The Company determines if an arrangement is a lease at inception. Lease right -of-use -of-use -of-use -line |
Research and Development Expenses | Research and Development Expenses Research and development expenses consist primarily of costs incurred for the development of the Company’s product candidates, REVTx -300 -100 -200 -99a -501 | Research and Development Expenses Research and development expenses consist primarily of costs incurred for the development of the Company’s product candidates, REVTx -300 -100 -200 -99a -501 |
Patent Costs | Patent Costs Legal costs in connection with approved patents and patent applications are expensed as incurred, as recoverability of such expenditures is uncertain. These costs are recorded in general and administrative expense in the condensed consolidated statements of operations. | Patent Costs Legal costs in connection with approved patents and patent applications are expensed as incurred, as recoverability of such expenditures is uncertain. These costs are recorded in general and administrative expense in the statements of operations. |
Stock-based Compensation | Stock-based Compensation The Company recognizes compensation expense related to stock options, third -party -based -party -Scholes -pricing -free dividends. The grant date fair value of the stock -based -line -based -based | Stock-based Compensation The Company recognizes compensation expense related to stock options, third -party -based -party -Scholes -pricing -free dividends. The grant date fair value of the stock -based -line -based -based |
Income Taxes | Income Taxes Income taxes are accounted for under the asset and liability method. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates applied to taxable income in the years in which those temporary differences are expected to be realized. The effect on deferred tax assets and liabilities of a change in tax rates is recognized as income or loss in the period that includes the enactment date. A valuation allowance is established when necessary to reduce deferred tax assets to the amount expected to be realized. Interest and penalties related to unrecognized tax benefits are included within the provision of income tax. To date, there have been no unrecognized tax benefits balances. | Income Taxes Income taxes are accounted for under the asset and liability method. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates applied to taxable income in the years in which those temporary differences are expected to be realized. The effect on deferred tax assets and liabilities of a change in tax rates is recognized as income or loss in the period that includes the enactment date. A valuation allowance is established when necessary to reduce deferred tax assets to the amount expected to be realized. Interest and penalties related to unrecognized tax benefits are included within the provision of income tax. To date, there have been no |
Basic and Diluted Net (Loss) Earnings per Share | Basic and Diluted Net (Loss) Earnings per Share Basic net (loss) earnings per share is calculated by dividing net (loss) income by the weighted -average -average -dilutive For the three months ended September 30, 2023, there were 1,169,255 potential shares of common stock, (see Note 10), that were excluded from the calculation of diluted net loss per share because their effect was anti -dilutive -dilutive The basic and diluted weighted -average | Basic and Diluted Net Loss per Share Basic net loss per share is calculated by dividing net loss by the weighted -average -average -dilutive -dilutive -average |
Comprehensive (Loss) Income | Comprehensive (Loss) Income The Company has no components of comprehensive (loss) income other than net (loss) income. Thus, comprehensive (loss) income is the same as net (loss) income for the periods presented. | Comprehensive Loss The Company has no components of comprehensive loss other than net loss. Thus, comprehensive loss is the same as net loss for the periods presented. |
Segment Reporting | Segment Reporting Operating segments are defined as components of an entity about which separate discrete information is available for evaluation by the chief operating decision maker, or decision -making The Company has one operating segment. The Company’s chief operating decision maker, its Chief Executive Officer, manages the Company’s operations for the purposes of allocating resources and evaluating financial performance. | Segment Reporting Operating segments are defined as components of an entity about which separate discrete information is available for evaluation by the chief operating decision maker, or decision -making The Company has one operating segment. The Company’s chief operating decision maker, its Chief Executive Officer, manages the Company’s operations for the purposes of allocating resources and evaluating financial performance. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (“FASB”) or other standard setting bodies that are adopted by the Company as of the specified effective date. The Company has evaluated recently issued accounting pronouncements and does not believe any will have a material impact on the Company’s condensed consolidated financial statements or related financial statement disclosures. | Recent Accounting Pronouncements In December 2019, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2019 -12 Simplifying the Accounting for Income Taxes (Topic 740) (“ASU 2019 -12 ”). -12 -period interim period that includes the enactment date of the new legislation, aligning the timing of recognition of the effects from enacted tax law changes on the effective income tax rate with the effects on deferred income tax assets and liabilities. Under existing guidance, an entity recognizes the effects of the enacted tax law change on the effective income tax rate in the period that includes the effective date of the tax law. This guidance is effective for fiscal years beginning after December 15, 2021, and interim periods within the fiscal years beginning after December 15, 2022. Early adoption is permitted. The Company’s adoption of the ASU 2019 -12 |
Unaudited Interim Condensed Consolidated Financial Statements | Unaudited Interim Condensed Consolidated Financial Statements The unaudited interim condensed consolidated financial statements have been prepared on the same basis as the audited financial statements as of December 31, 2022 and for the year ended December 31, 2022 and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the Company’s financial position. The financial data and the other financial information contained in these notes to the condensed consolidated financial statements related to the three and nine months ended September 30, 2023 are unaudited. The results of operations for the three and nine months ended September 30, 2023 are not necessarily indicative of the results to be expected for the year ending December 31, 2023 or for any other future annual or interim period. The condensed consolidated financial statements and notes thereto should be read in conjunction with the Company’s audited financial statements and notes thereto for the year ended December 31, 2022 included on Form 10 -K -K | |
Fair Value | Fair Value Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The Company’s valuation techniques used to measure fair value maximize the use of observable inputs and minimize the use of unobservable inputs. The Company follows a fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value. These levels of inputs are the following: • • • The Company has determined that the measurement of the fair value of the Class C Common Stock Warrants (as defined in Note 7) is a Level 3 fair value measurement and uses the Monte -Carlo | |
Warrant Liability | Warrant Liability The Company reviews the terms of debt instruments, equity instruments, and other financing arrangements to determine whether there are embedded derivative features, including embedded conversion options that are required to be bifurcated and accounted for separately as a derivative financial instrument. Additionally, in connection with the issuance of financing instruments, the Company may issue freestanding options and warrants. The Company accounts for its common stock warrants in accordance with ASC 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). Based upon the provisions of ASC 480 and ASC 815, the Company accounts for common stock warrants as current liabilities if the warrant fails the equity classification criteria. Common stock warrants classified as liabilities are initially recorded at fair value on the grant date and remeasured at each balance sheet date with the offsetting adjustments recorded in change in fair value of warrant liabilities within the condensed consolidated statements of operations. The Company values its common stock warrants classified as liabilities using either the Black -Scholes -Carlo |
Balance Sheet Details (Tables)
Balance Sheet Details (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Balance Sheet Details [Abstract] | ||
Schedule of Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets consisted of the following: September 30, 2023 December 31, 2022 Prepaid insurance costs $ 71,250 $ — Other prepaid expenses & current assets 81,387 73,132 Total prepaid expenses & current assets $ 152,637 $ 73,132 | Prepaid expenses and other current assets consisted of the following: December 31, December 31, Prepaid clinical costs $ — $ 488,614 Other prepaid expenses & current assets 73,132 148,728 Total prepaid expenses & current assets $ 73,132 $ 637,342 |
Schedule of Property and Equipment, Net | Property and equipment, net consisted of the following: September 30, 2023 December 31, 2022 Lab equipment $ 131,963 $ 131,963 Total property and equipment, gross 131,963 131,963 Accumulated depreciation (60,617 ) (41,830 ) Total property and equipment, net $ 71,346 $ 90,133 | Property and equipment, net consisted of the following: December 31, December 31, Lab equipment $ 131,963 $ 131,963 Total property and equipment, gross 131,963 131,963 Accumulated depreciation (41,830 ) (16,782 ) Total property and equipment, net $ 90,133 $ 115,181 |
Schedule of Accrued Expenses | Accrued expenses consisted of the following: September 30, 2023 December 31, 2022 Accrued payroll and related expenses $ 507,579 $ 618,014 Accrued clinical study expenses 31,661 175,061 Accrued professional fees 223,358 75,722 Accrued clinical development costs 259,437 111,700 Accrued other expenses — 5,000 Total accrued expenses $ 1,022,035 $ 985,497 | Accrued expenses consisted of the following: December 31, December 31, Accrued payroll and related expenses $ 618,014 $ 756,729 Accrued clinical study expenses 175,061 327,244 Accrued professional fees 75,722 294,130 Accrued clinical development costs 111,700 145,566 Accrued other expenses 5,000 5,000 Total accrued expenses $ 985,497 $ 1,528,669 |
Common Stock (Tables)
Common Stock (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Common Stock [Abstract] | ||
Schedule of Total Shares of Common Stock Reserved for Issuance | The total shares of common stock reserved for issuance are summarized as follows: September 30, 2023 September 30, 2022 Public Warrants (exercise price of $402.50 per share) 300,332 300,332 Class A Common Stock Warrants (exercise price of $115.15 per share) 73,905 73,905 Class A Placement Agent Common Stock Warrants (exercise price of $115.15 per share) 10,347 10,347 Class B Common Stock Warrants (exercise price of $21.00 per share) 238,095 238,095 Class B Placement Agent Common Stock Warrants (exercise price of $26.25 per share) 16,667 16,667 Class C Common Stock Warrants (exercise price of $5.36 per share) 487,160 — Rollover Warrants (exercise price of $93.80 per share) 4,738 4,738 Rollover RSU awards outstanding 3,006 7,290 Stock options outstanding 35,005 10,058 Shares reserved for issuance 1,169,255 661,432 Shares available for future stock grants under the 2021 Equity Incentive Plan 33,283 58,230 Total common stock reserved for issuance 1,202,538 719,662 | The total shares of common stock reserved for issuance are summarized as follows: December 31, December 31, Revelation Sub Series A Preferred Stock — — Series A-1 Preferred Stock — — Public Warrants 300,332 — Class A Common Stock Warrants 73,905 — Class A Placement Agent Common Stock Warrants 10,347 — Class B Common Stock Warrants 238,096 — Class B Placement Agent Common Stock Warrants 16,667 — Rollover Warrants 4,738 4,792 Unvested and unissued Rollover RSU awards 7,290 13,154 Stock options outstanding 9,581 — Shares reserved for issuance 660,956 17,946 Shares available for future stock grants under the 2021 Equity Incentive Plan 58,707 — Total common stock reserved for issuance 719,663 17,946 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | ||
Schedule of Stock Options Activity | The activity related to stock options, during the nine months ended September 30, 2023 is summarized as follows: Shares Weighted- average Exercise Price Weighted- average Remaining Contractual Term (Years) Outstanding at December 31, 2022 9,581 $ 31.91 Granted 25,424 1.19 Exercised — — Expired and forfeited — — Outstanding at September 30, 2023 35,005 $ 9.60 8.2 Exercisable at September 30, 2023 32,514 $ 6.58 8.2 | The activity related to stock options, during the year ended December 31, 2022 is summarized as follows: Shares Weighted- Weighted- Outstanding at December 31, 2021 — $ — Granted 15,708 38.57 Exercised — — Expired and forfeited (6,127 ) 49.00 Outstanding at December 31, 2022 9,581 $ 31.91 3.5 Exercisable at December 31, 2022 5,590 $ 19.71 2.6 |
Schedule of Assumptions used in Estimating Fair Value of Stock Options | The fair value of the stock options was estimated using the Black -Scholes -average Volatility 126.0 % Expected term (years) 5.03 Risk-free interest rate 3.09 % Expected dividend yield 0.0 % | The fair value of the stock options was estimated using the Black -Scholes -average Volatility 96.5 % Expected term (years) 5.00 Risk-free interest rate 2.27 % Expected dividend yield 0.0 % |
Schedule of Stock-Based Compensation Expense | For the three and nine months ended September 30, 2023 and 2022, the Company recorded stock -based Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 General and administrative: RSU awards $ 22,384 $ 23,928 $ 67,150 $ 108,040 Stock Options 7,216 (10,912 ) 48,988 36,784 General and administrative stock-based compensation expense 29,600 13,016 116,138 144,824 Research and development: RSU awards 1,898 6,021 5,694 39,608 Stock Options 598 21,638 1,794 84,323 Research and development stock-based compensation expense 2,496 27,659 7,488 123,931 Total stock-based compensation expense $ 32,096 $ 40,675 $ 123,626 $ 268,755 | For the years ended December 31, 2022 and 2021, the Company recorded stock -based Year Ended 2022 2021 General and administrative: RSU awards $ 130,689 $ 412,214 Stock Options 44,000 — General and administrative stock-based compensation expense 174,689 412,214 Research and development: RSU awards 41,506 58,664 Stock Options 84,921 — Research and development stock-based compensation expense 126,427 58,664 Total stock-based compensation expense $ 301,116 $ 470,878 |
Warrants (Tables)
Warrants (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Warrants [Abstract] | ||
Schedule of Fair Value of Warrants Estimated Using Black-Scholes Option Pricing Model | The fair value of the Rollover Warrants were estimated using the Black -Scholes Volatility 115 % Expected term (years) 6 Risk-free interest rate 0.85 % Expected dividend yield 0.0 % -Scholes Volatility 47 % Expected term (years) 5 Risk-free interest rate 1.54 % Expected dividend yield 0.0 % -Scholes Volatility 47 % Expected term (years) 5 Risk-free interest rate 1.54 % Expected dividend yield 0.0 % -Scholes Volatility 144 % Expected term (years) 5 Risk-free interest rate 2.69 % Expected dividend yield 0.0 % -Scholes Volatility 144 % Expected term (years) 5 Risk-free interest rate 2.69 % Expected dividend yield 0.0 % | The fair value of the Rollover Warrants was estimated using the Black -Scholes Volatility 115 % Expected term (years) 6 Risk-free interest rate 0.85 % Expected dividend yield 0.0 % -Scholes Volatility 47 % Expected term (years) 5 Risk-free interest rate 1.54 % Expected dividend yield 0.0 % -Scholes Volatility 47 % Expected term (years) 5 Risk-free interest rate 1.54 % Expected dividend yield 0.0 % -Scholes Volatility 144 % Expected term (years) 5 Risk-free interest rate 2.69 % Expected dividend yield 0.0 % -Scholes Volatility 144 % Expected term (years) 5 Risk-free interest rate 2.69 % Expected dividend yield 0.0 % |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Taxes [Abstract] | |
Schedule of Provision for Income Taxes and Income Taxes Computed Using the Effective U.S. Federal Statutory Rate | The difference between the provision for income taxes and income taxes computed using the effective U.S. federal statutory rate is as follows: Year Ended 2022 2021 Federal tax statutory rate 21.0 % 21.0 % State tax, net of federal benefit 7.2 7.1 Research and development credits 0.6 1.9 Non-deductible expenses 2.9 (2.3 ) Change in valuation allowance (31.7 ) (27.7 ) Effective tax rate — % — % |
Schedule of Deferred Tax Assets | Significant components of the Company’s deferred tax assets are as follows: Year Ended 2022 2021 Net operating loss carryforwards $ 5,511,086 $ 3,524,526 Research and development credits 324,661 255,656 Capitalized research and development costs 1,429,419 — Capitalized start-up costs 860,853 — Other, net 373,936 351,836 Total gross deferred tax assets 8,499,983 4,132,018 Valuation allowance (8,499,983 ) (4,132,018 ) Net deferred tax assets $ — $ — |
Organization and Basis of Pre_2
Organization and Basis of Presentation (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||||
Feb. 28, 2023 | Jan. 30, 2023 | Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Aug. 08, 2023 | Feb. 16, 2023 | Feb. 13, 2023 | |
Organization and Basis of Presentation [Line Items] | |||||||||||||||
Common stock, shares authorized | 500,000,000 | 500,000,000 | |||||||||||||
Conversion of stock, shares converted | 35 | 35 | |||||||||||||
Converted shares of common stock | 1 | 1 | |||||||||||||
Net loss | $ (2,628,376) | $ (1,448,170) | $ 6,159,195 | $ (1,170,736) | $ (1,834,686) | $ (6,616,541) | $ 2,082,649 | $ (9,621,963) | $ (10,829,549) | $ (11,986,837) | |||||
Accumulated deficit | 25,300,000 | ||||||||||||||
Stockholders' equity | 8,818,523 | $ 11,414,803 | $ 10,017,646 | $ 2,227,678 | $ (1,843,009) | $ (98,511) | $ 8,818,523 | $ 2,227,678 | 1,052,453 | (99,470) | |||||
Cash and cash equivalents | 5,300,000 | ||||||||||||||
Units separated into common stock and public warrant description | On January 13, 2023, the Company’s units were mandatorily separated into one share of common stock and one Public Warrant and ceased trading on the Nasdaq Capital Market (see Note 9). | ||||||||||||||
Bid price of common stock per share | $ 1 | ||||||||||||||
Closing bid price of common stock per share | $ 1 | ||||||||||||||
Accumulated deficit | (23,264,199) | $ (23,264,199) | (25,346,848) | (14,517,299) | |||||||||||
Cash and cash equivalents | $ 13,994,537 | $ 13,994,537 | $ 5,252,979 | $ 1,274,729 | |||||||||||
Minimum [Member] | |||||||||||||||
Organization and Basis of Presentation [Line Items] | |||||||||||||||
Common stock, shares authorized | 100,000,000 | ||||||||||||||
Maximum [Member] | |||||||||||||||
Organization and Basis of Presentation [Line Items] | |||||||||||||||
Common stock, shares authorized | 500,000,000 | ||||||||||||||
Subsequent Event [Member] | |||||||||||||||
Organization and Basis of Presentation [Line Items] | |||||||||||||||
Common stock, shares authorized | 500,000,000 | 500,000,000 | |||||||||||||
Subsequent Event [Member] | IPO [Member] | |||||||||||||||
Organization and Basis of Presentation [Line Items] | |||||||||||||||
Net proceeds | $ 14,000,000 | ||||||||||||||
Subsequent Event [Member] | Minimum [Member] | |||||||||||||||
Organization and Basis of Presentation [Line Items] | |||||||||||||||
Common stock, shares authorized | 100,000,000 | ||||||||||||||
Stockholders' equity | $ 2,500,000 | $ 2,500,000 | |||||||||||||
Subsequent Event [Member] | Maximum [Member] | |||||||||||||||
Organization and Basis of Presentation [Line Items] | |||||||||||||||
Common stock, shares authorized | 500,000,000 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Details) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2023 USD ($) shares | Sep. 30, 2022 shares | Sep. 30, 2023 USD ($) shares | Sep. 30, 2022 shares | Dec. 31, 2022 USD ($) shares | Dec. 31, 2021 USD ($) shares | |
Summary of Significant Accounting Policies [Line Items] | ||||||
Estimated useful lives | 5 years | 5 years | 5 years | |||
Unrecognized tax benefits (in Dollars) | $ | $ 0 | $ 0 | ||||
Potential shares of common stock | 1,169,255 | 661,432 | 166,463,000,000 | 661,432 | 660,956 | 17,946 |
Number of operating segment | 1 | 1 | ||||
Class C Common Stock Warrant [Member] | ||||||
Summary of Significant Accounting Policies [Line Items] | ||||||
common stock issuable | 163,457 | |||||
Rollover Restricted Stock Unit Awards [Member] | ||||||
Summary of Significant Accounting Policies [Line Items] | ||||||
common stock issuable | 3,006 |
Business Combination (Details)
Business Combination (Details) - USD ($) | 9 Months Ended | 12 Months Ended | ||||||
Feb. 22, 2022 | Feb. 10, 2022 | Feb. 04, 2022 | Jan. 06, 2022 | Dec. 21, 2021 | Sep. 30, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | |
Business Combination (Details) [Line Items] | ||||||||
Common stock, per share | $ 0.001 | |||||||
Aggregate shares of common stock | 87,797 | |||||||
Issuance shares of common stock | 1,202,538 | 719,662 | ||||||
Shares of common stock outstanding | 369,836 | |||||||
Shares of petra’s common stock | $ 4,500,000 | |||||||
Petra’s common stock, per share | $ 0.001 | |||||||
Aggregate shares of petra Common Stock | 12,345 | |||||||
Surrendered for redemption total | $ 4,500,000 | |||||||
Shares of common stock of business combination | 21,429 | |||||||
Business combination per share | $ 357.1 | |||||||
Shares of petra common stock exercised | 99,449 | |||||||
Cash price per share | $ 357.1 | |||||||
Aggregate of payments | $ 35,500,000 | |||||||
Forward share purchase agreement | $ 7,700,000 | 7,700,000 | ||||||
Revelation amount | $ 4,200,000 | 4,200,000 | ||||||
Company paid | $ 691,392 | $ 105,490 | ||||||
Total principal | 750,000 | |||||||
Accrued interest of time of repayment | $ 46,882 | |||||||
Forward Share Purchase Agreement [Member] | ||||||||
Business Combination (Details) [Line Items] | ||||||||
Shares repurchased | 21,429 | |||||||
Escrowed paid | $ 7,700,000 | |||||||
Petra [Member] | Common Stock [Member] | ||||||||
Business Combination (Details) [Line Items] | ||||||||
Ownership percentage | 23.70% | |||||||
Meteora [Member] | ||||||||
Business Combination (Details) [Line Items] | ||||||||
Shares of common stock of business combination | 21,429 | |||||||
Escrowed paid | $ 7,700,000 | |||||||
Rollover Warrants Outstanding [Member] | ||||||||
Business Combination (Details) [Line Items] | ||||||||
Issuance shares of common stock | 4,792 | |||||||
RSU [Member] | ||||||||
Business Combination (Details) [Line Items] | ||||||||
Issuance shares of common stock | 13,154 | |||||||
Business Combination [Member] | ||||||||
Business Combination (Details) [Line Items] | ||||||||
Common stock, per share | $ 0.001 | |||||||
Shares of common stock | 300,000 | |||||||
Aggregate shares of common stock | 282,039 | |||||||
Redeemed from trust account | $ 31,500,000 |
Balance Sheet Details (Details)
Balance Sheet Details (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Jul. 09, 2022 | Jun. 30, 2022 | |
Balance Sheet Details [Abstract] | ||||||||
Depreciation expense | $ 6,262 | $ 6,262 | $ 18,787 | $ 18,786 | $ 25,048 | $ 16,782 | ||
Shares issued (in Shares) | 6,297,303 | 6,297,303 | 682,882 | 282,039 | 8,572 | |||
Accrued professional fees | $ 700,000 | |||||||
Accrued other expenses | $ 5,000 |
Balance Sheet Details (Detail_2
Balance Sheet Details (Details) - Schedule of Prepaid Expenses and Other Current Assets - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Schedule of Prepaid Expenses and Other Current Assets [Abstract] | |||
Prepaid clinical costs | $ 71,250 | $ 488,614 | |
Other prepaid expenses & current assets | 81,387 | 73,132 | 148,728 |
Total prepaid expenses & current assets | $ 152,637 | $ 73,132 | $ 637,342 |
Balance Sheet Details (Detail_3
Balance Sheet Details (Details) - Schedule of Property and Equipment, Net - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Schedule of Property and Equipment, Net [Abstract] | |||
Lab equipment | $ 131,963 | $ 131,963 | $ 131,963 |
Total property and equipment, gross | 131,963 | 131,963 | 131,963 |
Accumulated depreciation | (60,617) | (41,830) | (16,782) |
Total property and equipment, net | $ 71,346 | $ 90,133 | $ 115,181 |
Balance Sheet Details (Detail_4
Balance Sheet Details (Details) - Schedule of Accrued Expenses - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Schedule of Accrued Expenses [Abstract] | |||
Accrued payroll and related expenses | $ 507,579 | $ 618,014 | $ 756,729 |
Accrued clinical study expenses | 31,661 | 175,061 | 327,244 |
Accrued professional fees | 223,358 | 75,722 | 294,130 |
Accrued clinical development costs | 259,437 | 111,700 | 145,566 |
Accrued other expenses | 5,000 | 5,000 | |
Total accrued expenses | $ 1,022,035 | $ 985,497 | $ 1,528,669 |
Commitments and Contingencies (
Commitments and Contingencies (Details) £ in Millions | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||||
Feb. 18, 2022 USD ($) | Jan. 10, 2022 USD ($) | Jan. 06, 2022 shares | Oct. 31, 2021 USD ($) | Feb. 28, 2021 USD ($) ft² | Sep. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Jan. 31, 2023 USD ($) | Jan. 30, 2023 USD ($) | Dec. 31, 2022 GBP (£) | Sep. 27, 2022 GBP (£) | Jan. 04, 2022 USD ($) shares | |
Commitments and Contingencies [Line Items] | ||||||||||||||||
Security deposit required to maintain | $ 5,564 | |||||||||||||||
Rent expense | $ 28,890 | $ 17,193 | $ 82,771 | $ 49,453 | $ 66,645 | $ 55,246 | ||||||||||
Common stocks transferred shares (in Shares) | shares | 12,345 | |||||||||||||||
Aggregate shares purchased shares (in Shares) | shares | 7,001 | 7,001 | ||||||||||||||
Interest incurred | $ 0 | $ 14,383 | 14,383 | |||||||||||||
Unpaid banking advisory fees | $ 2,700,000 | |||||||||||||||
Unpaid banking advisory fees in form of equity | 2,600,000 | |||||||||||||||
Transaction expenses | 8,500,000 | |||||||||||||||
Deferred underwriting fees | 1,500,000 | |||||||||||||||
Repayments of initial public offering | $ 655,000 | 655,000 | ||||||||||||||
Unpaid invoices, plus interest and costs (in Pounds) | £ | £ 1.6 | £ 1.6 | ||||||||||||||
Damage amount, plus interest | $ 150,000 | |||||||||||||||
Rent | $ 9,630 | |||||||||||||||
Directors and Officers Liability Insurance [Member] | ||||||||||||||||
Commitments and Contingencies [Line Items] | ||||||||||||||||
Total expense incurred for upfront, monthly and interest payments | 834,856 | |||||||||||||||
Interest payments | 834,856 | |||||||||||||||
Premium finance agreement | 0 | |||||||||||||||
Convertible Debt [Member] | ||||||||||||||||
Commitments and Contingencies [Line Items] | ||||||||||||||||
Debt instrument face amount | $ 2,500,000 | |||||||||||||||
Fixed annual interest rate | 10% | 10% | ||||||||||||||
Convertible Debt [Member] | Maximum [Member] | ||||||||||||||||
Commitments and Contingencies [Line Items] | ||||||||||||||||
Debt instrument face amount | $ 2,500,000 | |||||||||||||||
Original Lease [Member] | ||||||||||||||||
Commitments and Contingencies [Line Items] | ||||||||||||||||
Area square feet (in Square Feet) | ft² | 2,140 | |||||||||||||||
Borrowing rate, percentage | 7.73% | |||||||||||||||
Operating lease option to extend | There was no option to extend the Original Lease | |||||||||||||||
Security deposit required to maintain | $ 5,564 | |||||||||||||||
Future minimum lease payments | $ 70,313 | |||||||||||||||
First Amendment [Member] | ||||||||||||||||
Commitments and Contingencies [Line Items] | ||||||||||||||||
Future minimum lease payments | $ 51,578 | $ 0 | ||||||||||||||
Operating lease expiration date | Dec. 31, 2022 | |||||||||||||||
Second Amendment [Member] | ||||||||||||||||
Commitments and Contingencies [Line Items] | ||||||||||||||||
Future minimum lease payments | $ 28,890 | $ 28,890 | ||||||||||||||
Petra common stock [Member] | Convertible Debt [Member] | ||||||||||||||||
Commitments and Contingencies [Line Items] | ||||||||||||||||
Common stocks transferred shares (in Shares) | shares | 7,001 | |||||||||||||||
PremiumFinanceAgreementMember | Directors and Officers Liability Insurance [Member] | ||||||||||||||||
Commitments and Contingencies [Line Items] | ||||||||||||||||
Debt instrument face amount | $ 825,000 | |||||||||||||||
Fixed annual interest rate | 3.57% | |||||||||||||||
Monthly payable amount | $ 9,856 | |||||||||||||||
Monthly payments | $ 74,428 | |||||||||||||||
Number of monthly installments | 9 | |||||||||||||||
Debt instrument, frequency of periodic payment | monthly | |||||||||||||||
Debt instrument maturity date | Oct. 10, 2022 | |||||||||||||||
Upfront payment due | $ 165,000 |
PIPE Investment (Details)
PIPE Investment (Details) - USD ($) | 9 Months Ended | 12 Months Ended | |||||
Feb. 22, 2022 | Jan. 25, 2022 | Jan. 23, 2022 | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2022 | |
Subsidiary, Sale of Stock [Line Items] | |||||||
Common stock reserved for issuance (in Shares) | 1,202,538 | 719,662 | |||||
Warrant exercise price | $ 5.36 | ||||||
Aggregate value (in Dollars) | $ 301,116 | $ 470,878 | |||||
Placement Agent [Member] | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Common stock reserved for issuance (in Shares) | 10,347 | 10,347 | |||||
Warrant exercise price | $ 115.15 | ||||||
Cash fee, percentage | 6% | 6% | |||||
Issuance costs (in Dollars) | $ 465,600 | $ 465,600 | |||||
Common stock, percentage | 7% | ||||||
Warrants and rights expiration date | Jul. 25, 2027 | ||||||
Private Placement [Member] | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Purchase of shares (in Shares) | 36,947 | ||||||
Net proceeds (in Dollars) | $ 7,300,000 | ||||||
Aggregate value (in Dollars) | $ 500,000 | $ 500,000 | |||||
Pre-Funded Warrants [Member] | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Purchase of shares (in Shares) | 36,959 | 36,959 | |||||
Warrant exercise price | $ 0.00035 | ||||||
Purchase price | $ 12.94 | ||||||
Class A Common Stock Warrants [Member] | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Common stock reserved for issuance (in Shares) | 73,905 | 73,905 | 73,905 | 73,905 | |||
Warrant exercise price | $ 115.15 | $ 115.15 | $ 115.15 | $ 115.15 | |||
Purchase price | $ 105 | ||||||
Aggregate value (in Dollars) | $ 3,600,000 | ||||||
Warrants and rights expiration date | Jul. 25, 2027 | ||||||
Class A Pre-Funded Warrants [Member] | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Purchase of shares (in Shares) | 36,959 | 36,959 | |||||
Warrant exercise price | $ 0.00035 | $ 0.00035 | |||||
Purchase price | $ 12.94 | $ 104.99965 | |||||
Securities Purchase Agreement [Member] | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Purchase of shares (in Shares) | 36,947 | ||||||
Gross purchase price | $ 105 | ||||||
Net proceeds (in Dollars) | $ 7,300,000 | ||||||
Percentage of exceeds percentage | 9.99% | ||||||
Securities Purchase Agreement [Member] | Pre-Funded Warrants [Member] | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Gross purchase price | $ 105 | ||||||
Warrant exercise price | $ 0.00035 | ||||||
Outstanding common stock, percentage | 9.99% | ||||||
Securities Purchase Agreement [Member] | Class A Common Stock Warrants [Member] | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Warrant exercise price | $ 115.15 | ||||||
Percentage of exceeds percentage | 4.99% |
Public Offering (Details)
Public Offering (Details) - USD ($) | 9 Months Ended | ||||
Feb. 13, 2023 | Jul. 28, 2022 | Sep. 30, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | |
Public Offering (Details) [Line Items] | |||||
Issuance of common stock | 2,888,600 | 238,096 | |||
Warrants to purchase | 8,333,334 | ||||
Warrant exercise price, per share | $ 5.36 | ||||
Net proceeds received from public offering | $ 4,500,000 | $ 14,000,000 | |||
Percentage of cash fee | 7% | 8% | |||
Public offering cost | $ 350,000 | $ 1,200,000 | |||
July 2022 Public Offering [Member] | |||||
Public Offering (Details) [Line Items] | |||||
Warrants to purchase | 8,333,334 | ||||
Class B Common Stock Warrants [Member] | |||||
Public Offering (Details) [Line Items] | |||||
Warrants to purchase | 238,095 | 8,333,334 | 8,333,334 | ||
Warrant exercise price, per share | $ 21 | $ 21 | $ 21 | $ 21 | |
Warrant exercise price, per share | $ 21 | ||||
Common stock aggregate amount | $ 4,500,000 | ||||
Warrants and rights expiration date | Jul. 28, 2027 | ||||
July 2022 Public Offering [Member] | |||||
Public Offering (Details) [Line Items] | |||||
Warrants and rights expiration period | 5 years | ||||
Placement Agent Warrants [Member] | |||||
Public Offering (Details) [Line Items] | |||||
Warrants to purchase | 16,667 | ||||
Class B Placement Agent Common Stock Warrants [Member] | |||||
Public Offering (Details) [Line Items] | |||||
Warrants to purchase | 16,667 | 16,667 | 16,667 | ||
Warrant exercise price, per share | $ 26.25 | $ 26.25 | $ 26.25 | $ 26.25 | |
Warrants and rights expiration period | 5 years | ||||
Percentage of shares sold in public offering | 7% | ||||
Common stock aggregate amount | $ 300,000 | ||||
Warrants and rights expiration date | Jul. 25, 2027 |
Preferred Stock (Details)
Preferred Stock (Details) - USD ($) | 1 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Jan. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2023 | Dec. 31, 2022 | Jan. 30, 2023 | Dec. 19, 2022 | Dec. 31, 2021 | Aug. 31, 2020 | |
Preferred Stock (Details) [Line Items] | ||||||||
Preferred stock, shares authorized | 2,000,000 | |||||||
Preferred stock, per share (in Dollars per share) | $ 0.001 | |||||||
Board of Directors [Member] | ||||||||
Preferred Stock (Details) [Line Items] | ||||||||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | ||||||
Preferred stock, per share (in Dollars per share) | $ 0.001 | $ 0.001 | ||||||
Series A Preferred Stock [Member] | ||||||||
Preferred Stock (Details) [Line Items] | ||||||||
Preferred stock, shares authorized | 0 | 1 | 0 | |||||
Preferred stock, per share (in Dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||||
Cash paid to purchaser (in Dollars) | $ 0 | $ 5,000 | $ 5,000 | $ 0 | ||||
Preferred stock, vote | 50,000,000 | 50,000,000 | ||||||
Preferred stock was redeemed (in Dollars) | $ 5,000 | $ 5,000 | ||||||
Preferred stock converted | 48,971 | |||||||
Shares issued | 628,930 | |||||||
Net proceeds (in Dollars) | $ 3,900,000 | |||||||
Shares of common stock | 48,971 | |||||||
Series A-1 Preferred Stock [Member] | ||||||||
Preferred Stock (Details) [Line Items] | ||||||||
Preferred stock converted | 53,293 | |||||||
Shares issued | 684,450 | |||||||
Net proceeds (in Dollars) | $ 3,900,000 | |||||||
Shares of common stock | 53,293 |
Units (Details)
Units (Details) - $ / shares | 9 Months Ended | 12 Months Ended | ||
Jan. 13, 2023 | Sep. 30, 2023 | Dec. 31, 2022 | Oct. 31, 2020 | |
Units (Details) [Line Items] | ||||
Units outstanding | 48,246 | |||
Warrant issuing, description | October of 2020, Petra issued unit’s that consisted of one share of common stock and one warrant exercisable for 1/35 of a share of common stock with an exercise price of $402.50 per share which expire on January 10, 2027 (the “Public Warrants”), which traded on the Nasdaq Capital Market under the ticker symbol REVBU. | |||
Number of units separation | 1,688,598 | |||
IPO [Member] | ||||
Units (Details) [Line Items] | ||||
Share price (in Dollars per share) | $ 402.5 | |||
Common Stock [Member] | ||||
Units (Details) [Line Items] | ||||
Number of units separation | 48,246 | |||
Number of new shares issued | ||||
Public Warrants [Member] | ||||
Units (Details) [Line Items] | ||||
Warrants | 1,688,598 | |||
Number of new shares issued |
Common Stock (Details)
Common Stock (Details) - USD ($) | 1 Months Ended | 2 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||||||||
Apr. 18, 2023 | Apr. 06, 2023 | Mar. 02, 2023 | Feb. 14, 2023 | Feb. 13, 2023 | Feb. 01, 2023 | Jul. 29, 2022 | Jul. 28, 2022 | Feb. 22, 2022 | Feb. 04, 2022 | Feb. 02, 2022 | Jan. 25, 2022 | Jan. 23, 2022 | Mar. 31, 2023 | Apr. 06, 2023 | Jun. 30, 2023 | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Jan. 30, 2023 | Jul. 09, 2022 | Jan. 31, 2022 | |
Common Stock [Line Items] | ||||||||||||||||||||||
Common stock, shares authorized | 500,000,000 | |||||||||||||||||||||
Common stock, par value (in Dollars per share) | $ 0.001 | |||||||||||||||||||||
Reverse stock ratio | 1-for-35 | |||||||||||||||||||||
Reverse stock split term | As a result of the Reverse Split, every 35 shares of the Company’s issued and outstanding common stock automatically converted into one share of common stock, without any change in the par value per share. No fractional shares were outstanding following the Reverse Split. Any holder who would have received a fractional share of common stock automatically received an additional fraction of a share of common stock to round up to the next whole share. In addition, effective as of the same time as the Reverse Split, proportionate adjustments were made to all then-outstanding equity awards and warrants with respect to the number of shares of common stock subject to such award or warrant and the exercise price thereof. Furthermore, the number of shares of common stock available for issuance under the Company’s equity incentive plans were proportionately adjusted for the Reverse Split ratio, such that fewer shares will be subject to such plans. | |||||||||||||||||||||
Common stock aggregate shares | 87,797 | |||||||||||||||||||||
Proceeds from business combination (in Dollars) | $ 11,900,000 | $ 11,900,000 | ||||||||||||||||||||
Escrowed amount (in Dollars) | 7,700,000 | 7,700,000 | ||||||||||||||||||||
Released amount (in Dollars) | $ 4,200,000 | 4,200,000 | ||||||||||||||||||||
Net proceeds from sale and issuance of common stock (in Dollars) | $ 599,996 | |||||||||||||||||||||
Common stock, shares issued | 6,297,303 | 682,882 | 282,039 | 8,572 | ||||||||||||||||||
Common stock, shares outstanding | 6,297,303 | 682,882 | 282,039 | |||||||||||||||||||
Cash (in Dollars) | $ 0 | $ 0 | ||||||||||||||||||||
Warrant [Member] | ||||||||||||||||||||||
Common Stock [Line Items] | ||||||||||||||||||||||
Purchase price (in Dollars per share) | $ 5,073 | |||||||||||||||||||||
Warrants shares | 54 | 4,738 | ||||||||||||||||||||
Purchase price (in Dollars) | $ 5,073 | |||||||||||||||||||||
Class A Pre-Funded Warrants [Member] | ||||||||||||||||||||||
Common Stock [Line Items] | ||||||||||||||||||||||
Common stock, shares issued | 36,959 | 36,959 | ||||||||||||||||||||
Purchase price (in Dollars per share) | $ 12.94 | $ 104.99965 | ||||||||||||||||||||
Warrants shares | 36,959 | |||||||||||||||||||||
Class C Pre-Funded Warrants [Member] | ||||||||||||||||||||||
Common Stock [Line Items] | ||||||||||||||||||||||
Common stock, shares issued | 143,400 | 160,000 | 33,000 | |||||||||||||||||||
Purchase price (in Dollars per share) | $ 14.34 | $ 16 | $ 3.3 | $ 0.0001 | $ 33.64 | |||||||||||||||||
Minimum [Member] | ||||||||||||||||||||||
Common Stock [Line Items] | ||||||||||||||||||||||
Common stock, shares authorized | 100,000,000 | |||||||||||||||||||||
Maximum [Member] | ||||||||||||||||||||||
Common Stock [Line Items] | ||||||||||||||||||||||
Common stock, shares authorized | 500,000,000 | |||||||||||||||||||||
Pre-Funded Warrant [Member] | ||||||||||||||||||||||
Common Stock [Line Items] | ||||||||||||||||||||||
Common stock, shares issued | 36,959 | |||||||||||||||||||||
Purchase price (in Dollars per share) | $ 12.94 | |||||||||||||||||||||
Warrant [Member] | ||||||||||||||||||||||
Common Stock [Line Items] | ||||||||||||||||||||||
Purchase price (in Dollars per share) | $ 5,073 | |||||||||||||||||||||
Warrants shares | 54 | 4,738 | ||||||||||||||||||||
Purchase price (in Dollars) | $ 5,073 | |||||||||||||||||||||
July 2022 Public Offering Member | ||||||||||||||||||||||
Common Stock [Line Items] | ||||||||||||||||||||||
Common stock, shares issued | 238,096 | |||||||||||||||||||||
Net proceeds from sale and issuance of common stock (in Dollars) | $ 4,500,000 | |||||||||||||||||||||
February 2023 Public Offering [Member] | ||||||||||||||||||||||
Common Stock [Line Items] | ||||||||||||||||||||||
Common stock, shares issued | 2,888,600 | 965,357 | 1,419,780 | |||||||||||||||||||
Net proceeds from sale and issuance of common stock (in Dollars) | $ 14,000,000 | |||||||||||||||||||||
CommonStockIssuanceMember | ||||||||||||||||||||||
Common Stock [Line Items] | ||||||||||||||||||||||
Common stock, shares issued | 8,572 | |||||||||||||||||||||
SecuritiesPurchaseAgreementMember | ||||||||||||||||||||||
Common Stock [Line Items] | ||||||||||||||||||||||
Common stock, shares issued | 36,947 | |||||||||||||||||||||
Net proceeds from sale and issuance of common stock (in Dollars) | $ 7,300,000 | |||||||||||||||||||||
ForwardSharePurchaseAgreementMember | ||||||||||||||||||||||
Common Stock [Line Items] | ||||||||||||||||||||||
Shares repurchased | 21,429 | |||||||||||||||||||||
Shares amount repurchased escrowed and returned (in Dollars) | $ 7,700,000 | |||||||||||||||||||||
Subsequent Event [Member] | ||||||||||||||||||||||
Common Stock [Line Items] | ||||||||||||||||||||||
Common stock, shares authorized | 500,000,000 | 500,000,000 | ||||||||||||||||||||
Common stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 | ||||||||||||||||||||
Reverse stock ratio | reverse stock split of our outstanding shares of common stock at a specific ratio within a range of one-for-twenty (1-for-20) to a maximum of a one-for-one hundred (1-for-100) split | |||||||||||||||||||||
Reverse stock split term | As a result of the Reverse Split, every 35 shares of the Company’s issued and outstanding common stock automatically converted into one share of common stock, without any change in the par value per share. No fractional shares are outstanding following the Reverse Split. Any holder who would have received a fractional share of common stock automatically received an additional fraction of a share of common stock to round up to the next whole share. In addition, effective as of the same time as the Reverse Split, proportionate adjustments were made to all then-outstanding equity awards and warrants with respect to the number of shares of common stock subject to such award or warrant and the exercise price thereof. Furthermore, the number of shares of common stock available for issuance under the Company’s equity incentive plans were proportionately adjusted for the Reverse Split ratio, such that fewer shares will be subject to such plans. | |||||||||||||||||||||
Subsequent Event [Member] | Minimum [Member] | ||||||||||||||||||||||
Common Stock [Line Items] | ||||||||||||||||||||||
Common stock, shares authorized | 100,000,000 | |||||||||||||||||||||
Subsequent Event [Member] | Maximum [Member] | ||||||||||||||||||||||
Common Stock [Line Items] | ||||||||||||||||||||||
Common stock, shares authorized | 500,000,000 | |||||||||||||||||||||
Restricted Stock [Member] | ||||||||||||||||||||||
Common Stock [Line Items] | ||||||||||||||||||||||
Vested Rollover RSU Awards | 4,284 | 3,435 | ||||||||||||||||||||
Business Combination [Member] | ||||||||||||||||||||||
Common Stock [Line Items] | ||||||||||||||||||||||
Common stock aggregate shares | 282,039 | 282,039 |
Common Stock (Details) - Schedu
Common Stock (Details) - Schedule of Total Shares of Common Stock Reserved for Issuance - shares | Dec. 31, 2022 | Dec. 31, 2021 |
Schedule of Total Shares of Common Stock Reserved for Issuance [Line Items] | ||
Total common stock reserved for issuance | 719,663 | 17,946 |
Revelation Sub Series A Preferred Stock [Member] | ||
Schedule of Total Shares of Common Stock Reserved for Issuance [Line Items] | ||
Total common stock reserved for issuance | ||
Series A-1 Preferred Stock [Member] | ||
Schedule of Total Shares of Common Stock Reserved for Issuance [Line Items] | ||
Total common stock reserved for issuance | ||
Public Warrants [Member] | ||
Schedule of Total Shares of Common Stock Reserved for Issuance [Line Items] | ||
Total common stock reserved for issuance | 300,332 | |
Class A Common Stock Warrants [Member] | ||
Schedule of Total Shares of Common Stock Reserved for Issuance [Line Items] | ||
Total common stock reserved for issuance | 73,905 | |
Class A Placement Agent Common Stock Warrants [Member] | ||
Schedule of Total Shares of Common Stock Reserved for Issuance [Line Items] | ||
Total common stock reserved for issuance | 10,347 | |
Class B Common Stock Warrants [Member] | ||
Schedule of Total Shares of Common Stock Reserved for Issuance [Line Items] | ||
Total common stock reserved for issuance | 238,096 | |
Class B Placement Agent Common Stock Warrants [Member] | ||
Schedule of Total Shares of Common Stock Reserved for Issuance [Line Items] | ||
Total common stock reserved for issuance | 16,667 | |
Rollover Warrants [Member] | ||
Schedule of Total Shares of Common Stock Reserved for Issuance [Line Items] | ||
Total common stock reserved for issuance | 4,738 | 4,792 |
Unvested and Unissued Rollover RSU awards [Member] | ||
Schedule of Total Shares of Common Stock Reserved for Issuance [Line Items] | ||
Total common stock reserved for issuance | 7,290 | 13,154 |
Share-Based Payment Arrangement, Option [Member] | ||
Schedule of Total Shares of Common Stock Reserved for Issuance [Line Items] | ||
Total common stock reserved for issuance | 9,581 | |
Dilutive shares [Member] | ||
Schedule of Total Shares of Common Stock Reserved for Issuance [Line Items] | ||
Total common stock reserved for issuance | 660,956 | 17,946 |
Stock grants under two thousand twenty one Equity Plan [Member] | ||
Schedule of Total Shares of Common Stock Reserved for Issuance [Line Items] | ||
Total common stock reserved for issuance | 58,707 |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details) | 9 Months Ended | 12 Months Ended | |||||
Jul. 29, 2022 Employee shares | Sep. 30, 2023 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) $ / shares shares | Jan. 01, 2023 shares | Jan. 31, 2022 shares | Jan. 01, 2022 | Dec. 31, 2021 shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Percentage of aggregate number of outstanding shares of common stock | 10% | ||||||
Weighted-average Black-Scholes value per stock option | $ / shares | $ 10.47 | $ 25.67 | |||||
2020 Equity Incentive Plan [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Additional shares available for grant | 0 | ||||||
Two Thousand and Twenty One Equity Incentive Plan [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Shares authorized | 68,288 | 36,983 | |||||
Shares available for future grant | 33,283 | 58,707 | |||||
Minimum [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Vesting period | 1 year | 1 year | |||||
Maximum [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Vesting period | 4 years | 4 years | |||||
Board of Directors Chairman [Member] | Minimum [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Exercise price based on estimated fair market value of common stock | 100% | 100% | |||||
Subsequent Event [Member] | Two Thousand and Twenty One Equity Incentive Plan [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Shares authorized | 68,288 | ||||||
Restricted Stock Units (RSUs) [Member] | 2020 Equity Incentive Plan [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Options, granted | 13,154 | ||||||
Incentive Stock Options [Member] | Maximum [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Exercisable period | 5 years | 5 years | |||||
Incentive Stock Options [Member] | Scenario One [Member] | Minimum [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Exercise price based on estimated fair market value of common stock | 110% | 110% | |||||
Time-Based Restricted Stock Unit [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Vesting, description | Under time-based vesting conditions, the Rollover RSU awards vest quarterly over one year for grants to the Board of Directors and quarterly over four years or 25% on the one year anniversary and the remainder vesting monthly thereafter for grants to officers, employees and consultants. | ||||||
Rollover Restricted Stock Units Member | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Vesting period | 1 year 4 months 24 days | 2 years 4 months 24 days | |||||
Awards outstanding | 3,006 | 7,290 | 13,154 | ||||
Awards vested, and unissued | 1,371 | 3,435 | |||||
Awards, forfeited | 2,429 | ||||||
Awards, expected to vest | 1,635 | 7,290 | |||||
Unrecognized stock-based compensation expense related to awards | $ | $ 131,185 | $ 204,030 | |||||
Unrecognized stock-based compensation expense, expected period for recognition | 1 year 4 months 24 days | 2 years 1 month 6 days | |||||
Share-Based Payment Arrangement, Option [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Options, granted | 25,424 | 15,708 | |||||
Vesting, description | (i) vest fully on the date of grant; (ii) vest 25% on the one year anniversary of the grant date or the employees hiring date, with the remainder vesting quarterly thereafter; or (iii) vest quarterly over one year, for grants to Board of Directors, officers and employees. | which vest 25% on the one year anniversary of the grant date or the employees hiring date, with the remainder vesting quarterly thereafter for grants to officers and employees. | |||||
Vesting percentage | 100% | ||||||
Number of employees | Employee | 9 | ||||||
Shares, Granted | 5,590 | ||||||
Unrecognized stock-based compensation expense related to stock options | $ | $ 75,191 | $ 98,633 | |||||
Stock options, maximum term | 3 years | 10 years | 10 years | ||||
Unrecognized stock-based compensation expense, expected period for recognition | 2 years 4 months 24 days | 3 years 2 months 12 days | |||||
Stock options, minimum term | 3 years | ||||||
Share-Based Payment Arrangement, Option [Member] | Share-Based Payment Arrangement, Tranche One [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Vesting percentage | 25% | 25% | |||||
Time-based Restricted Stock Units [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Vesting, description | Under time-based vesting conditions, the Rollover RSU awards vest quarterly over one year for grants to the Board of Directors and quarterly over four years or 25% on the one year anniversary and the remainder vesting monthly thereafter for grants to officers, employees and consultants. | ||||||
Time-based Restricted Stock Units [Member] | Board of Directors Chairman [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Vesting period | 1 year | ||||||
Vesting, description | RSU awards vest quarterly over one year for grants to the Board of Directors | ||||||
Time-based Restricted Stock Units [Member] | Officers, Employees and Consultants [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Vesting, description | quarterly over four years or 25% on the one year anniversary and the remainder vesting monthly thereafter for grants to officers, employees and consultants | ||||||
Time-based Restricted Stock Units [Member] | Officers, Employees and Consultants [Member] | Share-Based Payment Arrangement, Tranche One [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Vesting percentage | 25% | ||||||
Time-based Restricted Stock Units [Member] | Scenario Two [Member] | Officers, Employees and Consultants [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Vesting period | 4 years |
Stock-Based Compensation (Det_2
Stock-Based Compensation (Details) - Schedule of Stock Options Activity - Share-Based Payment Arrangement, Option [Member] - $ / shares | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Stock-Based Compensation (Details) - Schedule of Stock Options Activity [Line Items] | |||
Shares Outstanding, Ending Balance (in Shares) | 35,005 | 9,581 | |
Weighted-average Exercise Price, Ending Balance | $ 9.6 | $ 31.91 | |
Weighted-average Remaining Contractual Term (Years), Ending Balance | 8 years 2 months 12 days | 3 years 6 months | |
Shares, Exercisable (in Shares) | 32,514 | 5,590 | |
Weighted-average Exercise Price, Exercisable | $ 6.58 | $ 19.71 | |
Weighted-average Remaining Contractual Term, Exercisable | 8 years 2 months 12 days | 2 years 7 months 6 days | |
Shares, Granted (in Shares) | 25,424 | 15,708 | |
Weighted-average Exercise Price, Granted | $ 1.19 | $ 38.57 | |
Shares, Exercised (in Shares) | |||
Weighted-average Exercise Price, Exercised | |||
Shares, Expired and forfeited (in Shares) | (6,127) | ||
Weighted-average Exercise Price, Expired and forfeited | $ 49 |
Stock-Based Compensation (Det_3
Stock-Based Compensation (Details) - Schedule of Assumptions used in Estimating Fair Value of Stock Options - Share-Based Payment Arrangement, Option [Member] | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Volatility | 126% | 96.50% |
Expected term (years) | 5 years 10 days | 5 years |
Risk-free interest rate | 3.09% | 2.27% |
Expected dividend yield | 0% | 0% |
Stock-Based Compensation (Det_4
Stock-Based Compensation (Details) - Schedule of Stock-Based Compensation Expense - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Stock-based compensation expense | $ 301,116 | $ 470,878 |
General and Administrative [Member] | ||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Stock-based compensation expense | 174,689 | 412,214 |
Research and Development [Member] | ||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Stock-based compensation expense | 126,427 | 58,664 |
Restricted Stock Units [Member] | General and Administrative [Member] | ||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Stock-based compensation expense | 130,689 | 412,214 |
Restricted Stock Units [Member] | Research and Development [Member] | ||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Stock-based compensation expense | 41,506 | $ 58,664 |
Stock Options [Member] | General and Administrative [Member] | ||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Stock-based compensation expense | 44,000 | |
Stock Options [Member] | Research and Development [Member] | ||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Stock-based compensation expense | $ 84,921 |
Warrants (Details)
Warrants (Details) - USD ($) | 2 Months Ended | 3 Months Ended | 7 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||||
Apr. 06, 2023 | Mar. 02, 2023 | Feb. 14, 2023 | Feb. 13, 2023 | Jul. 28, 2022 | Feb. 22, 2022 | Feb. 02, 2022 | Jan. 25, 2022 | Apr. 06, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Jan. 13, 2023 | Jul. 09, 2022 | Dec. 31, 2021 | |
Warrants (Details) [Line Items] | ||||||||||||||||||
Warrants to purchase an aggregate shares of common stock | 8,333,334 | |||||||||||||||||
Common stock aggregate shares | 87,797 | |||||||||||||||||
Warrant exercise price (in Dollars per share) | $ 5.36 | $ 5.36 | $ 5.36 | |||||||||||||||
Aggregate amount (in Dollars) | $ 326,675 | |||||||||||||||||
Shares of common stock | 2,888,600 | 238,096 | ||||||||||||||||
Warrants outstanding | 48,246 | |||||||||||||||||
Fair value (in Dollars) | $ (92,561) | $ (8,260,735) | ||||||||||||||||
Issuance of common stock | 6,297,303 | 6,297,303 | 6,297,303 | 682,882 | 8,572 | 282,039 | ||||||||||||
Public Warrants [Member] | ||||||||||||||||||
Warrants (Details) [Line Items] | ||||||||||||||||||
Warrant exercise price (in Dollars per share) | $ 402.5 | $ 402.5 | $ 402.5 | $ 402.5 | $ 402.5 | |||||||||||||
Public warrant price per share (in Dollars per share) | $ 0.01 | $ 0.01 | ||||||||||||||||
Warrants shares | 1,688,598 | |||||||||||||||||
Public Warrants [Member] | IPO [Member] | ||||||||||||||||||
Warrants (Details) [Line Items] | ||||||||||||||||||
Warrants to purchase an aggregate shares of common stock | 10,511,597 | 10,511,597 | 10,511,597 | 10,511,597 | ||||||||||||||
Common stock aggregate shares | 300,332 | 300,332 | ||||||||||||||||
Warrant exercise price (in Dollars per share) | $ 402.5 | $ 402.5 | $ 402.5 | $ 402.5 | ||||||||||||||
Warrant expiration date | Jan. 10, 2027 | Jan. 10, 2027 | Jan. 10, 2027 | Jan. 10, 2027 | ||||||||||||||
Rollover Warrants [Member] | ||||||||||||||||||
Warrants (Details) [Line Items] | ||||||||||||||||||
Warrants to purchase an aggregate shares of common stock | 4,792 | 4,792 | 4,792 | |||||||||||||||
Warrant exercise price (in Dollars per share) | $ 93.8 | 93.8 | $ 93.8 | $ 93.8 | 93.8 | |||||||||||||
Warrant expiration date | Jan. 31, 2027 | Jan. 31, 2027 | Jan. 31, 2027 | Jan. 31, 2027 | ||||||||||||||
Aggregate amount (in Dollars) | $ 326,675 | |||||||||||||||||
Class A Common Stock Warrants [Member] | ||||||||||||||||||
Warrants (Details) [Line Items] | ||||||||||||||||||
Warrants to purchase an aggregate shares of common stock | 73,905 | 73,905 | 73,905 | 73,905 | ||||||||||||||
Warrant exercise price (in Dollars per share) | $ 115.15 | $ 115.15 | 115.15 | $ 115.15 | $ 115.15 | 115.15 | $ 115.15 | |||||||||||
Warrant expiration date | Jul. 25, 2027 | Jul. 25, 2027 | Jul. 25, 2027 | Jul. 25, 2027 | ||||||||||||||
Public warrant price per share (in Dollars per share) | 105 | |||||||||||||||||
Aggregate amount (in Dollars) | $ 3,600,000 | $ 3,634,262 | ||||||||||||||||
Pre Funded Warrants [Member] | ||||||||||||||||||
Warrants (Details) [Line Items] | ||||||||||||||||||
Warrants to purchase an aggregate shares of common stock | 36,959 | |||||||||||||||||
Warrant exercise price (in Dollars per share) | $ 0.00035 | |||||||||||||||||
Public warrant price per share (in Dollars per share) | $ 12.94 | |||||||||||||||||
Warrants shares | 36,959 | |||||||||||||||||
Class A Placement Agent Common Stock Warrants [Member] | ||||||||||||||||||
Warrants (Details) [Line Items] | ||||||||||||||||||
Warrants to purchase an aggregate shares of common stock | 10,347 | 10,347 | 10,347 | 10,347 | ||||||||||||||
Warrant exercise price (in Dollars per share) | $ 115.15 | 115.15 | $ 115.15 | $ 115.15 | 115.15 | $ 115.15 | ||||||||||||
Warrant expiration date | Jul. 25, 2027 | Jul. 25, 2027 | Jul. 25, 2027 | Jul. 25, 2027 | ||||||||||||||
Aggregate amount (in Dollars) | $ 500,000 | $ 508,797 | ||||||||||||||||
Class B Common Stock Warrants [Member] | ||||||||||||||||||
Warrants (Details) [Line Items] | ||||||||||||||||||
Warrants to purchase an aggregate shares of common stock | 238,095 | 8,333,334 | 8,333,334 | 8,333,334 | 8,333,334 | |||||||||||||
Common stock aggregate shares | 238,095 | 238,095 | ||||||||||||||||
Warrant exercise price (in Dollars per share) | $ 21 | $ 21 | 21 | $ 21 | $ 21 | 21 | $ 21 | |||||||||||
Warrant expiration date | Jul. 28, 2027 | Jul. 28, 2027 | Jul. 28, 2027 | Jul. 28, 2027 | ||||||||||||||
Aggregate amount (in Dollars) | $ 4,500,000 | $ 4,490,457 | ||||||||||||||||
Class B Placement Agent Common Stock Warrants [Member] | ||||||||||||||||||
Warrants (Details) [Line Items] | ||||||||||||||||||
Warrants to purchase an aggregate shares of common stock | 16,667 | 16,667 | 16,667 | 16,667 | 16,667 | |||||||||||||
Warrant exercise price (in Dollars per share) | $ 26.25 | $ 26.25 | 26.25 | $ 26.25 | $ 26.25 | 26.25 | $ 26.25 | |||||||||||
Warrant expiration date | Jul. 25, 2027 | Jul. 25, 2027 | Jul. 25, 2027 | Jul. 25, 2027 | ||||||||||||||
Aggregate amount (in Dollars) | $ 300,000 | $ 310,137 | ||||||||||||||||
Warrant [Member] | ||||||||||||||||||
Warrants (Details) [Line Items] | ||||||||||||||||||
Public warrant price per share (in Dollars per share) | $ 5,073 | |||||||||||||||||
Warrants shares | 54 | 4,738 | 4,738 | 4,738 | ||||||||||||||
Class A Pre-Funded Warrants [Member] | ||||||||||||||||||
Warrants (Details) [Line Items] | ||||||||||||||||||
Warrants to purchase an aggregate shares of common stock | 36,959 | 36,959 | 36,959 | |||||||||||||||
Warrant exercise price (in Dollars per share) | 0.00035 | $ 0.00035 | $ 0.00035 | $ 0.00035 | ||||||||||||||
Public warrant price per share (in Dollars per share) | $ 12.94 | $ 104.99965 | ||||||||||||||||
Warrants shares | 36,959 | |||||||||||||||||
Class C Pre-Funded Warrants [Member] | ||||||||||||||||||
Warrants (Details) [Line Items] | ||||||||||||||||||
Warrants to purchase an aggregate shares of common stock | 336,400 | |||||||||||||||||
Warrant exercise price (in Dollars per share) | $ 0.0001 | $ 4.8299 | ||||||||||||||||
Public warrant price per share (in Dollars per share) | $ 14.34 | $ 16 | $ 3.3 | 0.0001 | $ 33.64 | |||||||||||||
Shares of common stock | 336,400 | |||||||||||||||||
Warrants outstanding | ||||||||||||||||||
Class C Pre-Funded Warrants [Member] | Note Warrant [Member] | ||||||||||||||||||
Warrants (Details) [Line Items] | ||||||||||||||||||
Warrants outstanding | 0 | |||||||||||||||||
Class C Common Stock Warrant [Member] | ||||||||||||||||||
Warrants (Details) [Line Items] | ||||||||||||||||||
Warrants to purchase an aggregate shares of common stock | 6,450,000 | 6,450,000 | 6,450,000 | |||||||||||||||
Warrant exercise price (in Dollars per share) | $ 4.83 | $ 5.36 | $ 5.36 | $ 5.36 | $ 5.36 | $ 5.36 | ||||||||||||
Warrant expiration date | Feb. 14, 2028 | Feb. 14, 2028 | Feb. 14, 2028 | |||||||||||||||
Aggregate amount (in Dollars) | $ 13,996,500 | |||||||||||||||||
Warrants shares | 5,962,840 | 5,962,840 | 5,962,840 | |||||||||||||||
Shares of common stock | 6,450,000 | 2,385,137 | ||||||||||||||||
Fair value (in Dollars) | $ 100,000 | $ 8,300,000 | ||||||||||||||||
Issuance of common stock | 2,385,137 | 2,385,137 | 2,385,137 | |||||||||||||||
Warrants outstanding | 487,160 | 487,160 | 487,160 | |||||||||||||||
Fair value (in Dollars) | $ 200,000 | $ 200,000 | $ 200,000 | |||||||||||||||
Class C Common Stock Warrant [Member] | Warrant [Member] | ||||||||||||||||||
Warrants (Details) [Line Items] | ||||||||||||||||||
Warrant exercise price (in Dollars per share) | $ 0.4 | $ 0.4 | $ 0.4 | |||||||||||||||
Fair value (in Dollars) | $ 14,000,000 | |||||||||||||||||
Minimum [Member] | Public Warrants [Member] | ||||||||||||||||||
Warrants (Details) [Line Items] | ||||||||||||||||||
Exceeds price per share (in Dollars per share) | $ 630 | $ 630 | $ 630 | $ 630 | ||||||||||||||
Sub Series A-1 Preferred Stock [Member] | Rollover Warrants [Member] | ||||||||||||||||||
Warrants (Details) [Line Items] | ||||||||||||||||||
Warrants to purchase an aggregate shares of common stock | 4,792 | |||||||||||||||||
Warrant exercise price (in Dollars per share) | $ 93.8 | |||||||||||||||||
Common Stock [Member] | ||||||||||||||||||
Warrants (Details) [Line Items] | ||||||||||||||||||
Issuance of common stock | 6,297,303 | 6,297,303 | 6,297,303 | 682,882 | 282,039 | |||||||||||||
Common Stock [Member] | Class C Common Stock Warrant [Member] | ||||||||||||||||||
Warrants (Details) [Line Items] | ||||||||||||||||||
Warrant exercise price (in Dollars per share) | $ 0.4 | $ 0.4 | $ 0.4 | |||||||||||||||
Warrant [Member] | ||||||||||||||||||
Warrants (Details) [Line Items] | ||||||||||||||||||
Public warrant price per share (in Dollars per share) | $ 5,073 | |||||||||||||||||
Warrants shares | 54 | 4,738 |
Warrants (Details) - Schedule o
Warrants (Details) - Schedule of Fair Value of Warrants Estimated Using Black-Scholes Option Pricing Model | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Rollover Warrants [Member] | ||
Schedule of Fair Value of Warrants Estimated Using Black-Scholes Option Pricing Model [Line Items] | ||
Volatility | 115% | 115% |
Expected term (years) | 6 years | 6 years |
Risk-free interest rate | 0.85% | 0.85% |
Expected dividend yield | 0% | 0% |
Class A Common Stock Warrants [Member] | ||
Schedule of Fair Value of Warrants Estimated Using Black-Scholes Option Pricing Model [Line Items] | ||
Volatility | 47% | 47% |
Expected term (years) | 5 years | 5 years |
Risk-free interest rate | 1.54% | 1.54% |
Expected dividend yield | 0% | 0% |
Class A Placement Agent Common Stock Warrants [Member] | ||
Schedule of Fair Value of Warrants Estimated Using Black-Scholes Option Pricing Model [Line Items] | ||
Volatility | 47% | 47% |
Expected term (years) | 5 years | 5 years |
Risk-free interest rate | 1.54% | 1.54% |
Expected dividend yield | 0% | 0% |
Class B Common Stock Warrants [Member] | ||
Schedule of Fair Value of Warrants Estimated Using Black-Scholes Option Pricing Model [Line Items] | ||
Volatility | 144% | 144% |
Expected term (years) | 5 years | 5 years |
Risk-free interest rate | 2.69% | 2.69% |
Expected dividend yield | 0% | 0% |
Class B Placement Agent Common Stock Warrants [Member] | ||
Schedule of Fair Value of Warrants Estimated Using Black-Scholes Option Pricing Model [Line Items] | ||
Volatility | 144% | 144% |
Expected term (years) | 5 years | 5 years |
Risk-free interest rate | 2.69% | 2.69% |
Expected dividend yield | 0% | 0% |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Mar. 27, 2020 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Taxes [Line Items] | |||||||
Valuation allowance | $ 8,499,983 | $ 4,132,018 | |||||
Valuation allowance increased | 4,012,802 | 3,323,197 | |||||
Unrecognized tax benefits | $ 0 | $ 0 | |||||
Accrued interest or penalties | |||||||
Taxable income percentage | 80% | ||||||
Provision for income tax benefit | |||||||
Non-taxable income | $ 100,000 | $ 8,300,000 | |||||
Domestic Tax Authority [Member] | |||||||
Income Taxes [Line Items] | |||||||
Federal and state net operating loss carryforwards | 18,224,037 | 12,468,027 | |||||
State and Local Jurisdiction [Member] | |||||||
Income Taxes [Line Items] | |||||||
Federal and state net operating loss carryforwards | $ 24,505,008 | 13,221,253 | |||||
State net operating loss carryforwards expire | 2026 | ||||||
Research Tax Credit Carryforward [Member] | Domestic Tax Authority [Member] | |||||||
Income Taxes [Line Items] | |||||||
Research and development credit carryforwards | $ 93,915 | 91,217 | |||||
Federal research and development credit carryforwards expire | 2040 | ||||||
Research Tax Credit Carryforward [Member] | State and Local Jurisdiction [Member] | |||||||
Income Taxes [Line Items] | |||||||
Research and development credit carryforwards | $ 292,083 | $ 208,150 |
Income Taxes (Details) - Schedu
Income Taxes (Details) - Schedule of Provision for Income Taxes and Income Taxes Computed Using the Effective U.S. Federal Statutory Rate | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule Of Provision For Income Taxes And Income Taxes Computed Using The Effective USFederal Statutory Rate Abstract | ||
Federal tax statutory rate | 21% | 21% |
State tax, net of federal benefit | 7.20% | 7.10% |
Research and development credits | 0.60% | 1.90% |
Non-deductible expenses | 2.90% | (2.30%) |
Change in valuation allowance | (31.70%) | (27.70%) |
Effective tax rate |
Income Taxes (Details) - Sche_2
Income Taxes (Details) - Schedule of Deferred Tax Assets - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Schedule Of Deferred Tax Assets Abstract | ||
Net operating loss carryforwards | $ 5,511,086 | $ 3,524,526 |
Research and development credits | 324,661 | 255,656 |
Capitalized research and development costs | 1,429,419 | |
Capitalized start-up costs | 860,853 | |
Other, net | 373,936 | 351,836 |
Total gross deferred tax assets | 8,499,983 | 4,132,018 |
Valuation allowance | (8,499,983) | (4,132,018) |
Net deferred tax assets |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | 1 Months Ended | 7 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||||||||
Mar. 02, 2023 | Feb. 14, 2023 | Feb. 13, 2023 | Feb. 01, 2023 | Jan. 30, 2023 | Jan. 13, 2023 | Jul. 28, 2022 | Feb. 22, 2022 | Jan. 31, 2023 | Sep. 30, 2023 | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Jun. 30, 2023 | Mar. 31, 2023 | Mar. 20, 2023 | Feb. 16, 2023 | Feb. 15, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | |
Subsequent Events [Line Items] | |||||||||||||||||||||
Monthly rent (in Dollars) | $ 9,630 | ||||||||||||||||||||
Common stock, shares authorized | 500,000,000 | 500,000,000 | |||||||||||||||||||
Description of the reverse stock split | 1-for-35 | ||||||||||||||||||||
Reverse stock split | As a result of the Reverse Split, every 35 shares of the Company’s issued and outstanding common stock automatically converted into one share of common stock, without any change in the par value per share. No fractional shares were outstanding following the Reverse Split. Any holder who would have received a fractional share of common stock automatically received an additional fraction of a share of common stock to round up to the next whole share. In addition, effective as of the same time as the Reverse Split, proportionate adjustments were made to all then-outstanding equity awards and warrants with respect to the number of shares of common stock subject to such award or warrant and the exercise price thereof. Furthermore, the number of shares of common stock available for issuance under the Company’s equity incentive plans were proportionately adjusted for the Reverse Split ratio, such that fewer shares will be subject to such plans. | ||||||||||||||||||||
Aggregate of shares | 2,888,600 | 238,096 | |||||||||||||||||||
Common stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 | |||||||||||||||||||
Purchase warrants | 8,333,334 | ||||||||||||||||||||
Price per share (in Dollars per share) | $ 5.36 | $ 5.36 | |||||||||||||||||||
Deferred offering costs (in Dollars) | $ 87,171 | ||||||||||||||||||||
Net proceeds (in Dollars) | $ 4,500,000 | $ 14,000,000 | |||||||||||||||||||
Gross proceeds percentage | 7% | 8% | |||||||||||||||||||
Cash fee total amount (in Dollars) | $ 350,000 | $ 1,200,000 | |||||||||||||||||||
Stockholders’ equity excess amount (in Dollars) | $ 8,818,523 | $ 8,818,523 | $ 1,052,453 | $ (99,470) | $ 11,414,803 | $ 10,017,646 | $ 2,227,678 | $ (1,843,009) | $ (98,511) | ||||||||||||
Shares of common stock | 99,449 | ||||||||||||||||||||
Public Warrants [Member] | |||||||||||||||||||||
Subsequent Events [Line Items] | |||||||||||||||||||||
Number of new shares issued | |||||||||||||||||||||
Price per share (in Dollars per share) | $ 402.5 | $ 402.5 | $ 402.5 | ||||||||||||||||||
Warrants issued | 1,688,598 | ||||||||||||||||||||
Purchase price per share (in Dollars per share) | $ 0.01 | $ 0.01 | |||||||||||||||||||
Common Stock [Member] | |||||||||||||||||||||
Subsequent Events [Line Items] | |||||||||||||||||||||
Number of new shares issued | |||||||||||||||||||||
Aggregate of shares | 450 | ||||||||||||||||||||
Stockholders’ equity excess amount (in Dollars) | $ 6,297 | $ 6,297 | $ 683 | $ 282 | $ 6,297 | $ 4,730 | $ 683 | $ 442 | $ 442 | ||||||||||||
Pre Funded Warrants [Member] | |||||||||||||||||||||
Subsequent Events [Line Items] | |||||||||||||||||||||
Purchase warrants | 36,959 | ||||||||||||||||||||
Price per share (in Dollars per share) | $ 0.00035 | ||||||||||||||||||||
Warrants issued | 36,959 | ||||||||||||||||||||
Purchase price per share (in Dollars per share) | $ 12.94 | ||||||||||||||||||||
Class C Common Stock Warrant [Member] | |||||||||||||||||||||
Subsequent Events [Line Items] | |||||||||||||||||||||
Aggregate of shares | 6,450,000 | 2,385,137 | |||||||||||||||||||
Purchase warrants | 6,450,000 | 6,450,000 | |||||||||||||||||||
Price per share (in Dollars per share) | $ 4.83 | $ 5.36 | $ 5.36 | $ 5.36 | |||||||||||||||||
Aggregate value of warrants (in Dollars) | $ 14,000,000 | ||||||||||||||||||||
Per share price (in Dollars per share) | $ 5.36 | ||||||||||||||||||||
Warrants issued | 5,962,840 | 5,962,840 | |||||||||||||||||||
Minimum [Member] | |||||||||||||||||||||
Subsequent Events [Line Items] | |||||||||||||||||||||
Common stock, shares authorized | 100,000,000 | ||||||||||||||||||||
Maximum [Member] | |||||||||||||||||||||
Subsequent Events [Line Items] | |||||||||||||||||||||
Common stock, shares authorized | 500,000,000 | ||||||||||||||||||||
Public Offering [Member] | Public Warrants [Member] | |||||||||||||||||||||
Subsequent Events [Line Items] | |||||||||||||||||||||
Purchase warrants | 10,511,597 | 10,511,597 | 10,511,597 | ||||||||||||||||||
Price per share (in Dollars per share) | $ 402.5 | $ 402.5 | $ 402.5 | ||||||||||||||||||
Common Stock [Member] | |||||||||||||||||||||
Subsequent Events [Line Items] | |||||||||||||||||||||
Common stock, shares authorized | 500,000,000 | 500,000,000 | 500,000,000 | 11,000,000 | |||||||||||||||||
Reverse stock split | 1-for-35 | ||||||||||||||||||||
Common stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||||||||||
Common Stock [Member] | Class C Common Stock Warrant [Member] | |||||||||||||||||||||
Subsequent Events [Line Items] | |||||||||||||||||||||
Price per share (in Dollars per share) | $ 0.4 | $ 0.4 | |||||||||||||||||||
Subsequent Event [Member] | |||||||||||||||||||||
Subsequent Events [Line Items] | |||||||||||||||||||||
Number of units separation | 1,688,598 | ||||||||||||||||||||
Common stock, shares authorized | 500,000,000 | 500,000,000 | |||||||||||||||||||
Description of the reverse stock split | reverse stock split of our outstanding shares of common stock at a specific ratio within a range of one-for-twenty (1-for-20) to a maximum of a one-for-one hundred (1-for-100) split | ||||||||||||||||||||
Reverse stock split | As a result of the Reverse Split, every 35 shares of the Company’s issued and outstanding common stock automatically converted into one share of common stock, without any change in the par value per share. No fractional shares are outstanding following the Reverse Split. Any holder who would have received a fractional share of common stock automatically received an additional fraction of a share of common stock to round up to the next whole share. In addition, effective as of the same time as the Reverse Split, proportionate adjustments were made to all then-outstanding equity awards and warrants with respect to the number of shares of common stock subject to such award or warrant and the exercise price thereof. Furthermore, the number of shares of common stock available for issuance under the Company’s equity incentive plans were proportionately adjusted for the Reverse Split ratio, such that fewer shares will be subject to such plans. | ||||||||||||||||||||
Aggregate of shares | 2,888,600 | ||||||||||||||||||||
Common stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 | |||||||||||||||||||
Price per share (in Dollars per share) | $ 4.8299 | ||||||||||||||||||||
Gross proceeds (in Dollars) | $ 15,600,000 | ||||||||||||||||||||
Net proceeds (in Dollars) | $ 14,000,000 | ||||||||||||||||||||
Gross proceeds percentage | 8% | ||||||||||||||||||||
Cash fee total amount (in Dollars) | $ 1,200,000 | ||||||||||||||||||||
Bid price (in Dollars per share) | $ 1 | ||||||||||||||||||||
Per share price (in Dollars per share) | $ 1 | ||||||||||||||||||||
Shares of common stock | 747,357 | ||||||||||||||||||||
Subsequent Event [Member] | Public Warrants [Member] | |||||||||||||||||||||
Subsequent Events [Line Items] | |||||||||||||||||||||
Number of new shares issued | |||||||||||||||||||||
Subsequent Event [Member] | Common Stock [Member] | |||||||||||||||||||||
Subsequent Events [Line Items] | |||||||||||||||||||||
Number of new shares issued | |||||||||||||||||||||
Subsequent Event [Member] | Pre Funded Warrants [Member] | |||||||||||||||||||||
Subsequent Events [Line Items] | |||||||||||||||||||||
Aggregate of shares | 336,400 | ||||||||||||||||||||
Price per share (in Dollars per share) | $ 0.0001 | ||||||||||||||||||||
Warrants issued | 160,000 | 33,000 | |||||||||||||||||||
Purchase price per share (in Dollars per share) | $ 16 | $ 3.3 | |||||||||||||||||||
Subsequent Event [Member] | Class C Common Stock Purchase Warrants [Member] | |||||||||||||||||||||
Subsequent Events [Line Items] | |||||||||||||||||||||
Purchase warrants | 6,450,000 | ||||||||||||||||||||
Price per share (in Dollars per share) | $ 4.83 | ||||||||||||||||||||
Subsequent Event [Member] | Class C Common Stock Warrant [Member] | |||||||||||||||||||||
Subsequent Events [Line Items] | |||||||||||||||||||||
Price per share (in Dollars per share) | $ 5.36 | ||||||||||||||||||||
Expire term | 5 years | ||||||||||||||||||||
Aggregate value of warrants (in Dollars) | $ 16,100,000 | ||||||||||||||||||||
Warrants issued | 1,868,390 | ||||||||||||||||||||
Subsequent Event [Member] | Minimum [Member] | |||||||||||||||||||||
Subsequent Events [Line Items] | |||||||||||||||||||||
Common stock, shares authorized | 100,000,000 | ||||||||||||||||||||
Stockholders’ equity excess amount (in Dollars) | 2,500,000 | $ 2,500,000 | |||||||||||||||||||
Per share price (in Dollars per share) | $ 1 | ||||||||||||||||||||
Subsequent Event [Member] | Maximum [Member] | |||||||||||||||||||||
Subsequent Events [Line Items] | |||||||||||||||||||||
Common stock, shares authorized | 500,000,000 | ||||||||||||||||||||
Subsequent Event [Member] | Second Amendment [Member] | |||||||||||||||||||||
Subsequent Events [Line Items] | |||||||||||||||||||||
Lease expiration date | Dec. 31, 2023 | ||||||||||||||||||||
Monthly rent (in Dollars) | $ 9,630 | ||||||||||||||||||||
Rent expense (in Dollars) | $ 105,930 | ||||||||||||||||||||
Subsequent Event [Member] | Public Offering [Member] | |||||||||||||||||||||
Subsequent Events [Line Items] | |||||||||||||||||||||
Net proceeds (in Dollars) | $ 14,000,000 |
Balance Sheet Details (Detail_5
Balance Sheet Details (Details) - Schedule of Prepaid Expenses and Other Current Assets - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Schedule of Prepaid Expenses and Other Current Assets [Abstract] | |||
Prepaid insurance costs | $ 71,250 | $ 488,614 | |
Other prepaid expenses & current assets | 81,387 | 73,132 | 148,728 |
Total prepaid expenses & current assets | $ 152,637 | $ 73,132 | $ 637,342 |
Balance Sheet Details (Detail_6
Balance Sheet Details (Details) - Schedule of Property and Equipment, Net - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Schedule of Property and Equipment, Net [Abstract] | |||
Lab equipment | $ 131,963 | $ 131,963 | $ 131,963 |
Total property and equipment, gross | 131,963 | 131,963 | 131,963 |
Accumulated depreciation | (60,617) | (41,830) | (16,782) |
Total property and equipment, net | $ 71,346 | $ 90,133 | $ 115,181 |
Balance Sheet Details (Detail_7
Balance Sheet Details (Details) - Schedule of Accrued Expenses - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Schedule of Accrued Expenses [Abstract] | |||
Accrued payroll and related expenses | $ 507,579 | $ 618,014 | $ 756,729 |
Accrued clinical study expenses | 31,661 | 175,061 | 327,244 |
Accrued professional fees | 223,358 | 75,722 | 294,130 |
Accrued clinical development costs | 259,437 | 111,700 | 145,566 |
Accrued other expenses | 5,000 | 5,000 | |
Total accrued expenses | $ 1,022,035 | $ 985,497 | $ 1,528,669 |
2023 Public Offering (Details)
2023 Public Offering (Details) - USD ($) | 2 Months Ended | 7 Months Ended | 9 Months Ended | 12 Months Ended | ||||||
Apr. 06, 2023 | Mar. 02, 2023 | Feb. 14, 2023 | Feb. 13, 2023 | Jul. 28, 2022 | Apr. 06, 2023 | Sep. 30, 2023 | Sep. 30, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | |
2023 Public Offering [Line Items] | ||||||||||
Issuance of common stock | 2,888,600 | 238,096 | ||||||||
Purchase price, per share (in Dollars per share) | $ 5.36 | $ 5.36 | ||||||||
Net cash proceeds (in Dollars) | $ 4,500,000 | $ 14,000,000 | ||||||||
Percentage of gross proceeds | 7% | 8% | ||||||||
Public offering cost (in Dollars) | $ 350,000 | $ 1,200,000 | ||||||||
Warrants outstanding | 48,246 | |||||||||
Class C Pre-Funded Warrants [Member] | ||||||||||
2023 Public Offering [Line Items] | ||||||||||
Issuance of common stock | 336,400 | |||||||||
Shares of common stock | 336,400 | |||||||||
Warrant exercise price, per share (in Dollars per share) | $ 14.34 | $ 16 | $ 3.3 | $ 0.0001 | $ 33.64 | |||||
Purchase price, per share (in Dollars per share) | $ 0.0001 | $ 4.8299 | ||||||||
Warrants outstanding | ||||||||||
Class C Common Stock Warrant [Member] | ||||||||||
2023 Public Offering [Line Items] | ||||||||||
Issuance of common stock | 6,450,000 | 2,385,137 | ||||||||
Shares issued, price per share (in Dollars per share) | $ 5.36 | |||||||||
Warrants and rights expiration date | Feb. 14, 2028 | |||||||||
Purchase price, per share (in Dollars per share) | $ 4.83 | $ 5.36 | $ 5.36 | $ 5.36 | ||||||
Aggregate value of warrants (in Dollars) | $ 14,000,000 | |||||||||
Warrants outstanding | 487,160 | 487,160 |
Common Stock (Details) - Sche_2
Common Stock (Details) - Schedule of Total Shares of Common Stock Reserved for Issuance - shares | Sep. 30, 2023 | Sep. 30, 2022 | Jan. 25, 2022 | Jan. 23, 2022 |
Common Stock (Details) - Schedule of Total Shares of Common Stock Reserved for Issuance [Line Items] | ||||
Shares reserved for issuance | 1,202,538 | 719,662 | ||
Shares available for future stock grants under the 2021 Equity Incentive Plan | 1,202,538 | 719,662 | ||
Total common stock reserved for issuance | 1,202,538 | 719,662 | ||
Public Warrants [Member] | ||||
Common Stock (Details) - Schedule of Total Shares of Common Stock Reserved for Issuance [Line Items] | ||||
Shares reserved for issuance | 300,332 | 300,332 | ||
Shares available for future stock grants under the 2021 Equity Incentive Plan | 300,332 | 300,332 | ||
Total common stock reserved for issuance | 300,332 | 300,332 | ||
Class A Common Stock Warrants [Member] | ||||
Common Stock (Details) - Schedule of Total Shares of Common Stock Reserved for Issuance [Line Items] | ||||
Shares reserved for issuance | 73,905 | 73,905 | 73,905 | 73,905 |
Shares available for future stock grants under the 2021 Equity Incentive Plan | 73,905 | 73,905 | 73,905 | 73,905 |
Total common stock reserved for issuance | 73,905 | 73,905 | 73,905 | 73,905 |
Class A Placement Agent Common Stock Warrants [Member] | ||||
Common Stock (Details) - Schedule of Total Shares of Common Stock Reserved for Issuance [Line Items] | ||||
Shares reserved for issuance | 10,347 | 10,347 | ||
Shares available for future stock grants under the 2021 Equity Incentive Plan | 10,347 | 10,347 | ||
Total common stock reserved for issuance | 10,347 | 10,347 | ||
Class B Common Stock Warrants [Member] | ||||
Common Stock (Details) - Schedule of Total Shares of Common Stock Reserved for Issuance [Line Items] | ||||
Shares reserved for issuance | 238,095 | 238,095 | ||
Shares available for future stock grants under the 2021 Equity Incentive Plan | 238,095 | 238,095 | ||
Total common stock reserved for issuance | 238,095 | 238,095 | ||
Class B Placement Agent Common Stock Warrants [Member] | ||||
Common Stock (Details) - Schedule of Total Shares of Common Stock Reserved for Issuance [Line Items] | ||||
Shares reserved for issuance | 16,667 | 16,667 | ||
Shares available for future stock grants under the 2021 Equity Incentive Plan | 16,667 | 16,667 | ||
Total common stock reserved for issuance | 16,667 | 16,667 | ||
Class C Common Stock Warrant [Member] | ||||
Common Stock (Details) - Schedule of Total Shares of Common Stock Reserved for Issuance [Line Items] | ||||
Shares reserved for issuance | 487,160 | |||
Shares available for future stock grants under the 2021 Equity Incentive Plan | 487,160 | |||
Total common stock reserved for issuance | 487,160 | |||
Rollover Warrants [Member] | ||||
Common Stock (Details) - Schedule of Total Shares of Common Stock Reserved for Issuance [Line Items] | ||||
Shares reserved for issuance | 4,738 | 4,738 | ||
Shares available for future stock grants under the 2021 Equity Incentive Plan | 4,738 | 4,738 | ||
Total common stock reserved for issuance | 4,738 | 4,738 | ||
Rollover Restricted Stock Units Member | ||||
Common Stock (Details) - Schedule of Total Shares of Common Stock Reserved for Issuance [Line Items] | ||||
Shares reserved for issuance | 3,006 | 7,290 | ||
Shares available for future stock grants under the 2021 Equity Incentive Plan | 3,006 | 7,290 | ||
Total common stock reserved for issuance | 3,006 | 7,290 | ||
Share-Based Payment Arrangement, Option [Member] | ||||
Common Stock (Details) - Schedule of Total Shares of Common Stock Reserved for Issuance [Line Items] | ||||
Shares reserved for issuance | 35,005 | 10,058 | ||
Shares available for future stock grants under the 2021 Equity Incentive Plan | 35,005 | 10,058 | ||
Total common stock reserved for issuance | 35,005 | 10,058 | ||
Dilutive shares [Member] | ||||
Common Stock (Details) - Schedule of Total Shares of Common Stock Reserved for Issuance [Line Items] | ||||
Shares reserved for issuance | 1,169,255 | 661,432 | ||
Shares available for future stock grants under the 2021 Equity Incentive Plan | 1,169,255 | 661,432 | ||
Total common stock reserved for issuance | 1,169,255 | 661,432 | ||
Stock grants under two thousand twenty one Equity Plan [Member] | ||||
Common Stock (Details) - Schedule of Total Shares of Common Stock Reserved for Issuance [Line Items] | ||||
Shares reserved for issuance | 33,283 | 58,230 | ||
Shares available for future stock grants under the 2021 Equity Incentive Plan | 33,283 | 58,230 | ||
Total common stock reserved for issuance | 33,283 | 58,230 |
Common Stock (Details) - Sche_3
Common Stock (Details) - Schedule of Total Shares of Common Stock Reserved for Issuance (Parentheticals) - $ / shares | Sep. 30, 2023 | Feb. 13, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Jul. 28, 2022 | Jan. 25, 2022 |
Public Warrants [Member] | ||||||
Common Stock (Details) - Schedule of Total Shares of Common Stock Reserved for Issuance (Parentheticals) [Line Items] | ||||||
Warrant exercise price, per share | $ 402.5 | $ 402.5 | ||||
Class A Common Stock Warrants [Member] | ||||||
Common Stock (Details) - Schedule of Total Shares of Common Stock Reserved for Issuance (Parentheticals) [Line Items] | ||||||
Warrant exercise price, per share | 115.15 | $ 115.15 | 115.15 | $ 115.15 | ||
Class A Placement Agent Common Stock Warrants [Member] | ||||||
Common Stock (Details) - Schedule of Total Shares of Common Stock Reserved for Issuance (Parentheticals) [Line Items] | ||||||
Warrant exercise price, per share | 115.15 | 115.15 | 115.15 | |||
Class B Common Stock Warrants [Member] | ||||||
Common Stock (Details) - Schedule of Total Shares of Common Stock Reserved for Issuance (Parentheticals) [Line Items] | ||||||
Warrant exercise price, per share | 21 | 21 | 21 | $ 21 | ||
Class B Placement Agent Common Stock Warrants [Member] | ||||||
Common Stock (Details) - Schedule of Total Shares of Common Stock Reserved for Issuance (Parentheticals) [Line Items] | ||||||
Warrant exercise price, per share | 26.25 | $ 26.25 | 26.25 | $ 26.25 | ||
Class C Common Stock Warrant [Member] | ||||||
Common Stock (Details) - Schedule of Total Shares of Common Stock Reserved for Issuance (Parentheticals) [Line Items] | ||||||
Warrant exercise price, per share | 5.36 | $ 4.83 | 5.36 | |||
Rollover Warrants [Member] | ||||||
Common Stock (Details) - Schedule of Total Shares of Common Stock Reserved for Issuance (Parentheticals) [Line Items] | ||||||
Warrant exercise price, per share | $ 93.8 | $ 93.8 |
Stock-Based Compensation (Det_5
Stock-Based Compensation (Details) - Schedule of Stock Options Activity - Share-Based Payment Arrangement, Option [Member] - $ / shares | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Stock-Based Compensation (Details) - Schedule of Stock Options Activity [Line Items] | |||
Shares Outstanding, Ending Balance | 35,005 | 9,581 | |
Weighted-average Exercise Price, Ending Balance | $ 9.6 | $ 31.91 | |
Weighted-average Remaining Contractual Term (Years), Ending Balance | 8 years 2 months 12 days | 3 years 6 months | |
Shares, Exercisable | 32,514 | 5,590 | |
Weighted-average Exercise Price, Exercisable | $ 6.58 | $ 19.71 | |
Weighted-average Remaining Contractual Term (Years), Exercisable | 8 years 2 months 12 days | 2 years 7 months 6 days | |
Shares, Granted | 25,424 | 15,708 | |
Weighted-average Exercise Price, Granted | $ 1.19 | $ 38.57 | |
Shares, Exercised | |||
Weighted-average Exercise Price, Exercised | |||
Shares, Expired and forfeited | 6,127 | ||
Weighted-average Exercise Price, Expired and forfeited | $ 49 |
Stock-Based Compensation (Det_6
Stock-Based Compensation (Details) - Schedule of Assumptions used in Estimating Fair Value of Stock Options - Share-Based Payment Arrangement, Option [Member] | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Stock-Based Compensation (Details) - Schedule of Assumptions used in Estimating Fair Value of Stock Options [Line Items] | ||
Volatility | 126% | 96.50% |
Expected term (years) | 5 years 10 days | 5 years |
Risk-free interest rate | 3.09% | 2.27% |
Expected dividend yield | 0% | 0% |
Stock-Based Compensation (Det_7
Stock-Based Compensation (Details) - Schedule of Stock-Based Compensation Expense - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
stock-based compensation expense | $ 32,096 | $ 40,675 | $ 123,626 | $ 268,755 |
General and administrative stock-based compensation expense [Member] | ||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
stock-based compensation expense | 29,600 | 13,016 | 116,138 | 144,824 |
Research and Development Expense [Member] | ||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
stock-based compensation expense | 2,496 | 27,659 | 7,488 | 123,931 |
Restricted Stock Units (RSUs) [Member] | General and Administrative Expense [Member] | ||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
stock-based compensation expense | 22,384 | 23,928 | 67,150 | 108,040 |
Restricted Stock Units (RSUs) [Member] | Research and Development Expense [Member] | ||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
stock-based compensation expense | 1,898 | 6,021 | 5,694 | 39,608 |
Share-Based Payment Arrangement, Option [Member] | General and Administrative Expense [Member] | ||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
stock-based compensation expense | 7,216 | (10,912) | 48,988 | 36,784 |
Share-Based Payment Arrangement, Option [Member] | Research and Development Expense [Member] | ||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
stock-based compensation expense | $ 598 | $ 21,638 | $ 1,794 | $ 84,323 |
Warrants (Details) - Schedule_2
Warrants (Details) - Schedule of Fair Value of Warrants Estimated Using Black-Scholes Option Pricing Model | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Rollover Warrants [Member] | ||
Schedule of Fair Value of Warrants Estimated Using Black-Scholes Option Pricing Model [Line Items] | ||
Volatility | 115% | 115% |
Expected term (years) | 6 years | 6 years |
Risk-free interest rate | 0.85% | 0.85% |
Expected dividend yield | 0% | 0% |
Class A Common Stock Warrants [Member] | ||
Schedule of Fair Value of Warrants Estimated Using Black-Scholes Option Pricing Model [Line Items] | ||
Volatility | 47% | 47% |
Expected term (years) | 5 years | 5 years |
Risk-free interest rate | 1.54% | 1.54% |
Expected dividend yield | 0% | 0% |
Class A Placement Agent Common Stock Warrants [Member] | ||
Schedule of Fair Value of Warrants Estimated Using Black-Scholes Option Pricing Model [Line Items] | ||
Volatility | 47% | 47% |
Expected term (years) | 5 years | 5 years |
Risk-free interest rate | 1.54% | 1.54% |
Expected dividend yield | 0% | 0% |
Class B Common Stock Warrants [Member] | ||
Schedule of Fair Value of Warrants Estimated Using Black-Scholes Option Pricing Model [Line Items] | ||
Volatility | 144% | 144% |
Expected term (years) | 5 years | 5 years |
Risk-free interest rate | 2.69% | 2.69% |
Expected dividend yield | 0% | 0% |
Class B Placement Agent Common Stock Warrants [Member] | ||
Schedule of Fair Value of Warrants Estimated Using Black-Scholes Option Pricing Model [Line Items] | ||
Volatility | 144% | 144% |
Expected term (years) | 5 years | 5 years |
Risk-free interest rate | 2.69% | 2.69% |
Expected dividend yield | 0% | 0% |