Cover
Cover | 9 Months Ended |
Sep. 30, 2023 | |
Entity Addresses [Line Items] | |
Document Type | S-1 |
Amendment Flag | false |
Entity Registrant Name | BULLFROG AI HOLDINGS, INC. |
Entity Central Index Key | 0001829247 |
Entity Tax Identification Number | 84-4786155 |
Entity Incorporation, State or Country Code | NV |
Entity Address, Address Line One | 325 Ellington Blvd. |
Entity Address, Address Line Two | Unit 317 |
Entity Address, City or Town | Gaithersburg |
Entity Address, State or Province | MD |
Entity Address, Postal Zip Code | 20878 |
City Area Code | (240) |
Local Phone Number | 658-6710 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Elected Not To Use the Extended Transition Period | false |
Business Contact [Member] | |
Entity Addresses [Line Items] | |
Entity Address, Address Line One | 325 |
Entity Address, Address Line Two | Unit 317 |
Entity Address, City or Town | Gaithersburg |
Entity Address, State or Province | MD |
Entity Address, Postal Zip Code | 20878 |
City Area Code | (240) |
Local Phone Number | 658-6710 |
Contact Personnel Name | Vininder Singh |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets: | |||
Cash and cash equivalents | $ 3,856,037 | $ 57,670 | $ 10,014 |
Prepaid expenses | 352,433 | 15,000 | |
Total current assets | 4,208,470 | 72,670 | 10,014 |
NON-CURRENT ASSETS: | |||
Property and equipment, net | 6,406 | 7,699 | |
Total Non-Current Assets | 7,699 | ||
Total assets | 4,214,876 | 80,369 | 10,014 |
Current liabilities: | |||
Accounts payable | 110,503 | 543,993 | 68,594 |
Accrued expenses | 122,257 | 982,988 | |
Deferred revenue | 32,000 | 10,000 | |
Short term insurance financing | 213,290 | ||
Notes payable-related party | 49,000 | ||
Convertible notes | 1,323,890 | 284,038 | |
Convertible notes - related party | 254,850 | 253,266 | |
Total current liabilities | 446,050 | 3,137,721 | 1,019,121 |
TOTAL LIABILITIES | 3,137,721 | 1,019,121 | |
Stockholders’ deficit: | |||
Series A Convertible Preferred stock, $0.00001 par value, 5,500,000 shares authorized; 73,449 shares issued and outstanding, as of September 30, 2023 and December 31, 2022. | 1 | 1 | |
Common stock, $0.00001 par value, 100,000,000 shares authorized; 6,094,644 and 4,021,935 shares issued and outstanding as of September 30, 2023 and December 31, 2022, respectively. | 61 | 40 | 46 |
Additional paid-in capital | 12,226,742 | 1,341,662 | 587,415 |
Accumulated deficit | (8,457,978) | (4,399,055) | (1,596,568) |
Total stockholders’ deficit | 3,768,826 | (3,057,352) | (1,009,107) |
Total liabilities and stockholders’ deficit | $ 4,214,876 | 80,369 | 10,014 |
Nonrelated Party [Member] | |||
Current liabilities: | |||
Accrued expenses | 416,072 | 68,557 | |
Related Party [Member] | |||
Current liabilities: | |||
Accrued expenses | 566,916 | 285,666 | |
Notes payable-related party | $ 49,000 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Debt discount | $ 0 | $ 12,962 | |
Preferred stock, par value | $ 0.00001 | $ 0.00001 | |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | |
Preferred stock, shares issued | 0 | ||
Common stock, par value | $ 0.00001 | $ 0.00001 | $ 0.00001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 | 100,000,000 |
Common stock, shares, issued | 6,094,644 | 4,021,935 | 4,622,789 |
Common stock, shares, outstanding | 6,094,644 | 4,021,935 | 4,622,789 |
Series A Preferred Stock [Member] | |||
Preferred stock, par value | $ 0.00001 | $ 0.00001 | |
Preferred stock, shares authorized | 5,500,000 | 5,500,000 | |
Preferred stock, shares issued | 73,449 | 0 | |
Preferred stock, shares outstanding | 73,449 | 0 | |
Series A Convertible Preferred Stock [Member] | |||
Preferred stock, par value | $ 0.00001 | $ 0.00001 | |
Preferred stock, shares authorized | 5,500,000 | 5,500,000 | |
Preferred stock, shares issued | 73,449 | 73,449 | |
Preferred stock, shares outstanding | 73,449 | 73,449 | |
Related Party [Member] | |||
Debt discount | $ 0 | $ 1,584 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - 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 | |
Revenue: | ||||||
Revenue, net | $ 65,000 | $ 65,000 | $ 10,000 | |||
Total revenue | 65,000 | 65,000 | 10,000 | |||
Cost of goods sold: | ||||||
Cost of goods sold | 5,200 | 5,200 | 800 | |||
Total cost of goods sold | 5,200 | 5,200 | 800 | |||
Gross profit | 59,800 | 59,800 | 9,200 | |||
Operating expenses: | ||||||
Research and development | 380,015 | 39,421 | 1,023,619 | 448,375 | 609,270 | 25,000 |
General and administrative | 983,929 | 601,131 | 3,067,940 | 1,424,383 | 1,307,882 | 327,329 |
Payroll and salary | 98,250 | |||||
Payroll and salary-related party | 449,599 | 203,033 | ||||
Total operating expenses | 1,363,944 | 640,552 | 4,091,559 | 1,872,758 | 2,465,001 | 555,362 |
Loss from operations | (1,304,144) | (640,552) | (4,031,759) | (1,872,758) | (2,455,801) | (555,362) |
Other income (expense), net | ||||||
Interest expense, net | (5,758) | (124,159) | (76,880) | (234,668) | (347,145) | (40,395) |
Loss on conversion of notes | (92,959) | |||||
Other (expense) income, net | 56,924 | 18 | 142,675 | 457 | 459 | 9,917 |
Total other income (expense), net | 51,166 | (124,141) | (27,164) | (234,211) | (346,686) | (30,478) |
Net loss | $ (1,252,978) | $ (764,693) | $ (4,058,923) | $ (2,106,969) | $ (2,802,487) | $ (585,840) |
NET (LOSS) PER COMMON SHARE: | ||||||
Net loss per common share attributable to common stockholders basic | $ (0.21) | $ (0.16) | $ (0.72) | $ (0.45) | $ (0.70) | $ (14) |
Net loss per common share attributable to common stockholders diluted | $ (0.21) | $ (0.16) | $ (0.72) | $ (0.45) | $ (0.70) | $ (14) |
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING: | ||||||
Weighted average number of shares outstanding - basic | 6,094,644 | 4,752,959 | 5,667,997 | 4,669,952 | 4,009,852 | 4,116,336 |
Weighted average number of shares outstanding - diluted | 6,094,644 | 4,752,959 | 5,667,997 | 4,669,952 | 4,009,852 | 4,116,336 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Changes in Stockholders' Deficit - USD ($) | Preferred Stock [Member] Series A Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Receivables from Stockholder [Member] | Retained Earnings [Member] | Total |
Balance at Dec. 31, 2020 | $ 36 | $ 470,274 | $ (100) | $ (1,010,728) | $ (540,518) | |
Balance, shares at Dec. 31, 2020 | 3,603,422 | |||||
Cash from subscription receivables | 100 | 100 | ||||
Warrants issued with convertible notes | 13,661 | 13,661 | ||||
Imputed interest | 4,539 | 4,539 | ||||
Stock-based compensation | 9,385 | 9,385 | ||||
Equity compensation | $ 10 | 89,556 | 89,566 | |||
Equity compensation, shares | 1,019,367 | |||||
Net loss | (585,840) | $ (585,840) | ||||
Issuance of common stock for services, shares | 29,286 | |||||
Balance at Dec. 31, 2021 | $ 46 | 587,415 | (1,596,568) | $ (1,009,107) | ||
Balance, shares at Dec. 31, 2021 | 4,622,789 | |||||
Imputed interest | 2,360 | 2,360 | ||||
Stock-based compensation | 30,017 | 30,017 | ||||
Net loss | (566,359) | (566,359) | ||||
Reclassification of warrant | (11,097) | (11,097) | ||||
Balance at Mar. 31, 2022 | $ 46 | 608,695 | (2,162,927) | (1,554,186) | ||
Balance, shares at Mar. 31, 2022 | 4,622,789 | |||||
Balance at Dec. 31, 2021 | $ 46 | 587,415 | (1,596,568) | (1,009,107) | ||
Balance, shares at Dec. 31, 2021 | 4,622,789 | |||||
Net loss | (2,106,969) | |||||
Balance at Sep. 30, 2022 | $ 47 | 1,290,130 | (3,703,537) | (2,413,360) | ||
Balance, shares at Sep. 30, 2022 | 4,756,427 | |||||
Balance at Dec. 31, 2021 | $ 46 | 587,415 | (1,596,568) | (1,009,107) | ||
Balance, shares at Dec. 31, 2021 | 4,622,789 | |||||
Imputed interest | 9,221 | 9,221 | ||||
Stock-based compensation | 340,152 | 340,152 | ||||
Net loss | (2,802,487) | (2,802,487) | ||||
Conversion of convertible notes | $ 2 | 226,136 | 226,138 | |||
Conversion of convertible notes, shares | 205,984 | |||||
Reclassification of warrant | (11,097) | (11,097) | ||||
Shares cancellation | $ (1) | 1 | ||||
Shares cancellation, shares | (112,225) | |||||
Issuance of common stock pursuant to warrant exercises | 189,828 | 189,828 | ||||
Issuance of common stock pursuant to warrant exercises, shares | 39,879 | |||||
Common stocks converted to Series A Preferred stock | $ 1 | $ (7) | 6 | |||
Common stocks converted to Series A Preferred stock, shares | 73,449 | (734,492) | ||||
Balance at Dec. 31, 2022 | $ 1 | $ 40 | 1,341,662 | (4,399,055) | (3,057,352) | |
Balance, shares at Dec. 31, 2022 | 73,449 | 4,021,935 | ||||
Balance at Mar. 31, 2022 | $ 46 | 608,695 | (2,162,927) | (1,554,186) | ||
Balance, shares at Mar. 31, 2022 | 4,622,789 | |||||
Imputed interest | 2,361 | 2,361 | ||||
Stock-based compensation | 209,323 | 209,323 | ||||
Net loss | (775,917) | (775,917) | ||||
Conversion of convertible notes | $ 2 | 226,136 | 226,138 | |||
Conversion of convertible notes, shares | 205,984 | |||||
Shares cancellation | $ (1) | 1 | ||||
Shares cancellation, shares | (112,225) | |||||
Balance at Jun. 30, 2022 | $ 47 | 1,046,516 | (2,938,844) | (1,892,281) | ||
Balance, shares at Jun. 30, 2022 | 4,716,548 | |||||
Imputed interest | 2,250 | 2,250 | ||||
Stock-based compensation | 51,536 | 51,536 | ||||
Net loss | (764,693) | (764,693) | ||||
Shares issuance for license | 189,828 | 189,828 | ||||
Shares issuance for license, shares | 39,879 | |||||
Balance at Sep. 30, 2022 | $ 47 | 1,290,130 | (3,703,537) | (2,413,360) | ||
Balance, shares at Sep. 30, 2022 | 4,756,427 | |||||
Balance at Dec. 31, 2022 | $ 1 | $ 40 | 1,341,662 | (4,399,055) | (3,057,352) | |
Balance, shares at Dec. 31, 2022 | 73,449 | 4,021,935 | ||||
Stock-based compensation | 127,450 | 127,450 | ||||
Net loss | (1,325,547) | (1,325,547) | ||||
Conversion of convertible notes | $ 3 | 1,535,612 | 1,535,615 | |||
Conversion of convertible notes, shares | 331,166 | |||||
Issuance of common stock (initial public offering), net of issuance cots | $ 13 | 7,293,638 | 7,293,651 | |||
Issuance of common stock (initial public offering), net of issuance cots, shares | 1,297,318 | |||||
Issuance of common stock for services | $ 1 | 49,999 | 50,000 | |||
Issuance of common stock for services, shares | 7,692 | |||||
Balance at Mar. 31, 2023 | $ 1 | $ 57 | 10,348,361 | (5,724,602) | 4,623,817 | |
Balance, shares at Mar. 31, 2023 | 73,449 | 5,658,111 | ||||
Balance at Dec. 31, 2022 | $ 1 | $ 40 | 1,341,662 | (4,399,055) | (3,057,352) | |
Balance, shares at Dec. 31, 2022 | 73,449 | 4,021,935 | ||||
Net loss | (4,058,923) | |||||
Balance at Sep. 30, 2023 | $ 1 | $ 61 | 12,226,742 | (8,457,978) | 3,768,826 | |
Balance, shares at Sep. 30, 2023 | 73,449 | 6,094,644 | ||||
Balance at Mar. 31, 2023 | $ 1 | $ 57 | 10,348,361 | (5,724,602) | 4,623,817 | |
Balance, shares at Mar. 31, 2023 | 73,449 | 5,658,111 | ||||
Stock-based compensation | 262,267 | 262,267 | ||||
Net loss | (1,480,398) | (1,480,398) | ||||
Issuance of common stock pursuant to warrant exercises | $ 4 | 1,494,654 | $ 1,494,658 | |||
Issuance of common stock pursuant to warrant exercises, shares | 436,533 | |||||
Issuance of common stock for services, shares | 436,533 | |||||
Balance at Jun. 30, 2023 | $ 1 | $ 61 | 12,105,282 | (7,205,000) | $ 4,900,344 | |
Balance, shares at Jun. 30, 2023 | 73,449 | 6,094,644 | ||||
Stock-based compensation | 121,460 | 121,460 | ||||
Net loss | (1,252,978) | (1,252,978) | ||||
Balance at Sep. 30, 2023 | $ 1 | $ 61 | $ 12,226,742 | $ (8,457,978) | $ 3,768,826 | |
Balance, shares at Sep. 30, 2023 | 73,449 | 6,094,644 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows - 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 loss | $ (4,058,923) | $ (2,106,969) | $ (2,802,487) | $ (585,840) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Loss on conversion of notes | 92,959 | (9,917) | ||
Depreciation | 1,293 | 604 | 1,045 | |
Shares issued for license | 189,828 | 189,828 | ||
Shares issued for services | 50,000 | |||
Stock-based compensation | 511,177 | 290,876 | 340,152 | 98,951 |
Amortization of debt discount | 20,000 | 174,998 | 214,429 | 12,665 |
Imputed interest | 6,971 | 9,221 | 4,539 | |
Changes in operating assets and liabilities: | ||||
Prepaid expense | (337,433) | (15,000) | (15,000) | |
Accounts payable | (433,490) | 51,946 | 475,399 | (25,853) |
Accrued expenses | (796,865) | 409,502 | 373,273 | 27,384 |
Accrued expenses - related party | 104,000 | 281,250 | 85,666 | |
Deferred revenue | (32,000) | 22,000 | 22,000 | 10,000 |
Net cash used in operating activities | (4,983,282) | (871,244) | (910,890) | (382,405) |
Cash flows from investing activities: | ||||
Purchases of property and equipment | (8,744) | (8,744) | ||
Net cash used in investing activities | (8,744) | (8,744) | ||
Cash flows from financing activities: | ||||
Proceeds from issuance of common stock (initial public offering), net of issuance costs | 7,293,651 | |||
Proceeds from exercise of warrants | 1,494,658 | |||
Proceeds from convertible notes payable | 961,190 | 1,016,290 | ||
Proceeds from convertible notes payables-related party | 298,900 | |||
Proceeds from notes payable | 100,000 | |||
Payments of notes payable | (319,950) | |||
Repayment of note payable and interest - related party | (49,000) | (49,000) | ||
Proceeds from notes payables - related party | 88,400 | |||
Proceeds net of payments short term insurance financing | 213,290 | |||
Proceeds from subscription payable | 100 | |||
Net cash provided by financing activities | 8,781,649 | 912,190 | 967,290 | 387,400 |
Net increase in cash and cash equivalents | 3,798,367 | 32,202 | 47,656 | 4,995 |
Cash and cash equivalents, beginning of period | 57,670 | 10,014 | 10,014 | 5,019 |
Cash and cash equivalents, end of period | 3,856,037 | 42,216 | 57,670 | 10,014 |
Supplemental cash flow information: | ||||
Cash paid for interest | 93,916 | 4,399 | 5,757 | |
Cash paid for taxes | ||||
Supplemental non-cash activity | ||||
Reclassification of warrant | 11,097 | 11,097 | ||
Issuance of common stock upon conversion of notes payable | 1,535,615 | |||
Conversion of convertible note payable | $ 226,138 | 226,138 | ||
Cancellation of common stocks | 8 | |||
Shares issued for license | 189,828 | |||
Shares issued for services | 340,152 | 20 | ||
Warrants issued with convertible notes | $ 13,661 |
Organization and Nature of Busi
Organization and Nature of Business | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Organization and Nature of Business | 1. Organization and Nature of Business Description of the Business Bullfrog AI Holdings, Inc. (“we”, “our” or the “Company”) was incorporated in the State of Nevada on February 6, 2020. Bullfrog AI Holdings, Inc. is the parent company of Bullfrog AI, Inc. and Bullfrog AI Management, LLC. which were incorporated in Delaware and Maryland, in 2017 and 2021, respectively. All of our operations are currently conducted through Bullfrog AI Holdings, Inc., which began operations on February 6, 2020. We are a company focused specifically on advanced AI/ML-driven analysis of complex data sets in medicine and healthcare. Our objective is to utilize our platform for precision medicine approach to drug asset enablement through external partnerships and selective internal development. Most new therapeutics will fail at some point in preclinical or clinical development. This is the primary driver of the high cost of developing new therapeutics. A major part of the difficulty in developing new therapeutics is efficient integration of complex and highly dimensional data generated at each stage of development to de-risk subsequent stages of the development process. Artificial Intelligence and Machine Learning (AI/ML) has emerged as a digital solution to help address this problem. We use artificial intelligence and machine learning to advance medicines for both internal and external projects. Most current AI/ML platforms still fall short in their ability to synthesize disparate, high-dimensional data for actionable insight. Our platform technology, named, bfLEAP™ is an analytical AI/ML platform developed at The Johns Hopkins University Applied Physics Laboratory (JHU-APL) which is able to surmount the challenges of scalability and flexibility currently hindering researchers and clinicians by providing a more precise, multi-dimensional understanding of their data. We are deploying bfLEAP™ for use at several critical stages of development for internal programs and through strategic partnerships and collaborations with the intention of streamlining data analytics in therapeutics development, decreasing the overall development costs by decreasing failure rates for new therapeutics, and impacting the lives of countless patients that may otherwise not receive the therapies they need. The bfLEAP™ platform utilizes both supervised and unsupervised machine learning – as such, it is able to reveal real/meaningful connections in the data without the need for a priori hypothesis. Algorithms used in the bfLEAP™ platform are designed to handle highly imbalanced data sets to successfully identify combinations of factors that are associated with outcomes of interest. Our primary goal is to improve the odds of success at any stage of pre-clinical and clinical therapeutics development, for in-house programs, and our strategic partners and collaborators. Our primary business model is enabling the success of ongoing clinical trials or rescue of late stage failed drugs (i.e., Phase 2 or Phase 3 clinical trial failures) for development and divestiture; although, we will also consider collaborations for earlier stage drugs. We hope to accomplish this through strategic acquisitions of current clinical stage and failed drugs for in-house development, or through strategic partnerships with biopharmaceutical industry companies. We are able to pursue our drug asset enhancement business by leveraging a powerful and proven AI/ML platform (trade name: bfLEAP™) initially developed at JHU-APL. We believe the bfLEAP™ analytics platform is a potentially disruptive tool for analysis of pre-clinical and/or clinical data sets, such as the robust pre-clinical and clinical trial data sets being generated in translational R&D and clinical trial settings. Liquidity and Going Concern The Company has had negative cash flows from operations and operated at a net loss since inception. In the first quarter of 2023, we completed our initial public offering (“IPO”). We believe that the funds raised and notes that were converted from debt to equity in connection with the IPO now provide enough liquidity to fund operations beyond 9 months from the date of this filing. | NOTE 1 – ORGANIZATION AND NATURE OF BUSINESS Organization and Nature of Business Bullfrog AI Holdings, Inc. was incorporated in the State of Nevada on February 6, 2020. Bullfrog AI Holdings, Inc. is the parent company of Bullfrog AI, Inc. and Bullfrog AI Management, LLC. which were incorporated in Delaware and Maryland, in 2017 and 2021, respectively. All of our operations are currently conducted through BullFrog AI Holdings, Inc., which began operations on February 6, 2020. We are a company focused specifically on advanced AI/ML-driven analysis of complex data sets in medicine and healthcare. Our objective is to utilize our platform for precision medicine approach to drug asset enablement through external partnerships and selective internal development. Most new therapeutics will fail at some point in preclinical or clinical development. This is the primary driver of the high cost of developing new therapeutics. A major part of the difficulty in developing new therapeutics is efficient integration of complex and highly dimensional data generated at each stage of development to de-risk subsequent stages of the development process. Artificial Intelligence and Machine Learning (AI/ML) has emerged as a digital solution to help address this problem. We use artificial intelligence and machine learning to advance medicines for both internal and external projects. Most current AI/ML platforms still fall short in their ability to synthesize disparate, high-dimensional data for actionable insight. Our platform technology, named, bfLEAP™ is an analytical AI/ML platform developed at The Johns Hopkins University Applied Physics Laboratory (JHU-APL) which is able to surmount the challenges of scalability and flexibility currently hindering researchers and clinicians by providing a more precise, multi-dimensional understanding of their data. We are deploying bfLEAP™ for use at several critical stages of development for internal programs and through strategic partnerships and collaborations with the intention of streamlining data analytics in therapeutics development, decreasing the overall development costs by decreasing failure rates for new therapeutics, and impacting the lives of countless patients that may otherwise not receive the therapies they need. The bfLEAP™ platform utilizes both supervised and unsupervised machine learning – as such, it is able to reveal real/meaningful connections in the data without the need for an a priori hypothesis. Algorithms used in the bfLEAP™ platform are designed to handle highly imbalanced data sets to successfully identify combinations of factors that are associated with outcomes of interest. Our primary goal is to improve the odds of success at any stage of pre-clinical and clinical therapeutics development, for in house programs, and our strategic partners and collaborators. Our primary business model is enabling the success of ongoing clinical trials or rescue of late stage failed drugs (i.e., Phase 2 or Phase 3 clinical trial failures) for development and divestiture; although, we will also consider collaborations for earlier stage drugs. We hope to accomplish this through strategic acquisitions of current clinical stage and failed drugs for in-house development, or through strategic partnerships with biopharmaceutical industry companies. We are able to pursue our drug asset enhancement business by leveraging a powerful and proven AI/ML platform (trade name: bfLEAP™) initially developed at JHU-APL. We believe the bfLEAP™ analytics platform is a potentially disruptive tool for analysis of pre-clinical and/or clinical data sets, such as the robust pre-clinical and clinical trial data sets being generated in translational R&D and clinical trial settings. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Accounting Policies [Abstract] | ||
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basis of Presentation The accompanying condensed consolidated financial statements include the accounts of Bullfrog AI Holdings, Inc. and our wholly owned subsidiaries and have been prepared in conformity with United States generally accepted accounting principles (“GAAP”) for interim financial information. All intercompany accounts and transactions have been eliminated in consolidation. The condensed consolidated statements are unaudited and should be read in conjunction with the consolidated financial statements and related notes included in our 2022 Annual Report on Form 10-K filed with the Securities and Exchange Commission on April 25, 2023. The unaudited condensed consolidated financial statements have been prepared on a basis consistent with the audited annual consolidated financial statements included in the 10-K and, in the opinion of management, include all adjustments of a normal recurring nature necessary to fairly state our financial position, our results of operations, and cash flows. The results for the nine months ended September 30, 2023 are not necessarily indicative of the operating results expected for the year ending December 31, 2023 or any other future period. On February 13, 2023, we completed a 1-for-7 reverse split of our common stock. Revenue Recognition The Company recognizes revenue based on the following five step model: - Identification of the contract with a customer This step outlines the criteria that must be met when establishing a contract with a customer to supply goods or services. - Identification of the performance obligations in the contract This step describes how distinct performance obligations in the contract must be handled. - Determination of the transaction price This step outlines what must be considered when establishing the transaction price, which is the amount the business expects to receive for transferring the goods and services to the customer. - Allocation of the transaction price to the performance obligations in the contract This step outlines guidelines for allocating the transaction price across the contract’s separate performance obligations, and is what the customer agrees to pay for the goods and services. - Recognition of revenue when, or as, the Company satisfies a performance obligation Revenue can be recognized as the business meets each performance obligation. This step specifies how that should happen. Contract Services The Company anticipates that the majority of revenues to be recognized in the near future will result from our fee for service partnership offering, designed for biopharmaceutical companies, as well as other organizations, of all sizes that have challenges analyzing data throughout the drug development process. The Company provides the customer with an analysis of large complex data sets using the Company’s proprietary Artificial Intelligence / Machine Learning platform called bfLEAP™. This platform is designed to predict targets of interest, patterns, relationships, and anomalies. The Company believes that there will be additional on-going work requested from partners therefore the service model utilizes a master services agreement with work or task orders issued for discrete analysis performed at the discovery, preclinical, or clinical stages of drug development. The Company receives a cash fee and in some instances the potential for rights to new intellectual property generated from the analysis. Once data analysis and the analysis report is complete, the Company delivers the analysis set to the customer and recognizes revenue at that point in time. Significant Accounting Policies There have been no new or material changes to the significant accounting policies discussed in the Company’s audited financial statements and the notes thereto included in the Annual Report on Form 10-K for the fiscal year ended December 31, 2022. Impact of Recently Issued Accounting Standards The Company has evaluated issued Accounting Standards Updates (“ASUs”) not yet adopted and believes the adoption of these standards will not have a material impact on its consolidated financial statements. | NOTE 2– SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Summary of Significant Accounting Policies Use of Estimates in the Preparation of Financial Statements The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires us to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Estimates include, but are not limited to, revenue recognition, allowances for doubtful accounts, recoverability of deferred tax assets and certain other of our accrued liabilities. Actual results could differ from those estimates. Financial Instruments The carrying value of short-term instruments, including cash and cash equivalents, accounts payable and accrued expenses approximate fair value due to the relatively short period to maturity for these instruments. 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. Valuation techniques used to measure fair value maximize the use of observable inputs and minimize the use of unobservable inputs. The Company utilizes a three-level valuation hierarchy for disclosures of fair value measurements, defined as follows: Level 1 - inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. Level 2 - inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the assets or liability, either directly or indirectly, for substantially the full term of the financial instruments. Level 3 - inputs to the valuation methodology are unobservable and significant to the fair value. The Company does not have any assets or liabilities that are required to be measured and recorded at fair value on a recurring basis. Revenue Recognition For annual reporting periods after December 15, 2017, the Financial Accounting Standards Board (“FASB”) made effective ASU 2014-09 “Revenue from Contracts with Customers,” to supersede previous revenue recognition guidance under current U.S. GAAP. Revenue is now recognized in accordance with FASB ASC Topic 606, Revenue Recognition. The objective of the guidance is to establish the principles that an entity shall apply to report useful information to users of financial statements about the nature, amount, timing, and uncertainty of revenue and cash flows arising from a contract with a customer. The core principle is to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services. Two options were made available for implementation of the standard: the full retrospective approach or modified retrospective approach. The guidance became effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period, with early adoption permitted. We have adopted FASB ASC Topic 606 for our reporting period as of the year-ended December 31, 2019. As of December 31, 2021, we have had no 10,000 32,000 10,000 Revenue is recognized based on the following five step model: - Identification of the contract with a customer This step outlines the criteria that must be met when establishing a contract with a customer to supply goods or services - Identification of the performance obligations in the contract This step describes how distinct performance obligations in the contract must be handled - Determination of the transaction price This step outlines what must be considered when establishing the transaction price, which is the amount the business expects to receive for transferring the goods and services to the customer - Allocation of the transaction price to the performance obligations in the contract This step outlines guidelines for allocating the transaction price across the contract’s separate performance obligations, and is what the customer agrees to pay for the goods and services - Recognition of revenue when, or as, the Company satisfies a performance obligation Revenue can be recognized as the business meets each performance obligation. This step specifies how that should happen Contract Services The Company anticipates that the majority of revenues to be recognized in the near future will result from our fee for service partnership offering, designed for biopharmaceutical companies, as well as other organizations, of all sizes that have challenges analyzing data throughout the drug development process. The Company provides the customer with an analysis of large complex data sets using the Company’s proprietary Artificial Intelligence / Machine Learning platform called bfLEAP™. This platform is designed to predict targets of interest, patterns, relationships, and anomalies. The Company believes that there will be additional on-going work requested from partners therefore the service model utilizes a master services agreement with work or task orders issued for discrete analysis performed at the discovery, preclinical, or clinical stages of drug development. The Company receives a cash fee and in some instances the potential for rights to new intellectual property generated from the analysis. Collaborative Arrangements The Company also intends to enter collaborative arrangements with pharmaceutical companies who have drugs that have failed late Phase 2 or Phase 3 trials. These arrangements could take several forms including true partnerships where BullFrog contributes data analysis using the bfLEAP™ platform with the partner contributing the drug candidate and other resources needed to continue development towards commercialization with BullFrog receiving an equity or royalty right in the commercialized product. In other arrangements the Company may earn cash payments based on achieving certain milestones as determined under each specific arrangement. Acquisition of Rights to Certain Drugs In certain circumstances, we may also acquire rights to drugs that are in early-stage clinical trials, use our technology to sponsor and support a successful later stage precision medicine trial, and divest the asset. The same process may apply to the discovery of new drugs. In these instances, divestiture may be in the form of an outright sale of all rights or possibly a license to develop and commercialize enhanced development candidates. License agreements could include developmental and commercial milestones in addition to royalties. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates include the fair value of the Company’s stock, stock-based compensation, fair values relating to derivative liabilities, debt discounts and the valuation allowance related to deferred tax assets. Actual results may differ from these estimates. Cash The Company considers cash to consist of cash on hand and temporary investments having an original maturity of 90 days or less that are readily convertible into cash. As of December 31, 2022 and 2021, cash balances were $ 57,670 10,014 Concentrations of Credit Risk The Company’s financial instruments that are exposed to a concentration of credit risk are cash and accounts receivable. Occasionally, the Company’s cash in interest-bearing accounts may exceed FDIC insurance limits. The financial stability of these institutions is periodically reviewed by senior management. Accounts Receivable Trade receivables are carried at their estimated collectible amounts. Trade credit is generally extended on a short-term basis. Thus, trade receivables do not bear interest. Trade accounts receivable are periodically evaluated for collectability based on past credit history with customers and their current financial condition. Allowance for Doubtful Accounts Any charges to the allowance for doubtful accounts on accounts receivable are charged to operations in amounts sufficient to maintain the allowance for uncollectible accounts at a level management believes is adequate to cover any probable losses. Management determines the adequacy of the allowance based on historical write-off percentages and the current status of accounts receivable. Accounts receivables are charged off against the allowance when collectability is determined to be permanently impaired. As of December 31, 2022 and 2021, allowance for doubtful accounts was $ 0 Inventories The Company does not have inventory and does not plan to have inventory in the near future. Cost of Sales Cost of sales is comprised of royalties and the cost of outsourced services provided to the Company related to customer service contracts. We recognized $ 800 8% 10,000 Property and Equipment Property and equipment are stated at cost. When retired or otherwise disposed, the related carrying value and accumulated depreciation are removed from the respective accounts and the net difference less any amount realized from disposition, is reflected in earnings. For financial statement purposes, property and equipment are recorded at cost and depreciated using the straight-line method over their estimated useful lives. Advertising The Company follows the policy of charging the costs of advertising to expense as incurred. Income Taxes Deferred income tax assets and liabilities are determined based on the estimated future tax effects of net operating loss and credit carry forwards and temporary differences between the tax basis of assets and liabilities and their respective financial reporting amounts measured at the current enacted tax rates. The Company records an estimated valuation allowance on its deferred income tax assets if it is not more likely than not that these deferred income tax assets will be realized. The Company recognizes a tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by taxing authorities, based on the technical merits of the position. The tax benefits recognized in the condensed consolidated financial statements from such a position are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. As of December 31, 2022 and 2021, the Company has not recorded any unrecognized tax benefits. Stock-Based Compensation Employee and non-employee share-based compensation is measured at the grant date, based on the fair value of the award, and is recognized as an expense over the requisite service period. Net Loss per Share We compute net loss per share in accordance with ASC 260, Earning per Share. We report both basic and diluted loss per share. Loss earnings per share is calculated based on the weighted average number of shares of common stock outstanding and excludes the dilutive effect of warrants, stock options or any other type of convertible securities. Considering that the Common shares of the Company were not publicly traded as of December 31, 2022, the contingently convertible notes and related dilutive shares are not included in the dilutive shares calculation upon the Initial Public Offering (IPO). Diluted loss per share is calculated based on the weighted average number of shares of common stock outstanding and the dilutive effect of stock options, warrants and other types of convertible securities are included in the calculation. Dilutive securities are excluded from the diluted earnings per share calculation because their effect is anti-dilutive. As of December 31, 2021 and December 31, 2022, 927,373 753,174 486,571 56,242 Recent Accounting Pronouncements In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). This ASU requires lessees to recognize a lease liability, on a discounted basis, and a right-of-use asset for substantially all leases, as well as additional disclosures regarding leasing arrangements. In July 2018, the FASB issued ASU 2018-11, Leases (Topic 842), which provides an optional transition method of applying the new lease standard. Topic 842 can be applied using either a modified retrospective approach at the beginning of the earliest period presented, or as permitted by ASU 2018-11, at the beginning of the period in which it is adopted. We adopted this standard using a modified retrospective approach since inception of the company. The modified retrospective approach includes a number of optional practical expedients relating to the identification and classification of leases that commenced as of the inception of the company; initial direct costs for leases that commenced as of inception of the company; and the ability to use hindsight in evaluating lessee options to extend or terminate a lease or to purchase the underlying asset. The Company elected the package of practical expedients permitted under ASC 842 allowing it to account for its prior operating lease that commenced before the adoption date as an operating lease under the new guidance without reassessing (i) whether the contract contains a lease; (ii) the classification of the lease; or (iii) the accounting for indirect costs as defined in ASC 842. All staff are working remotely; therefore, the Company does not currently have a lease or rent office space. Consistent with ASC 842-20-50-4, the Company’s financial statements for the years ended December 31, 2022 and 2021, do not have a monthly rent obligation. The Company had no cash flows arising from a lease, no finance lease cost, short term lease cost, or variable lease costs. The Company does not produce any sublease income or any net gain or loss recognized from sale and leaseback transactions. As a result, the Company did not need to segregate amounts between finance and operating leases for cash paid for amounts included in the measurement of lease liabilities, segregated between operating and financing cash flows; supplemental non-cash information on lease liabilities arising from obtaining right-of-use assets; weighted-average calculations for the remaining lease term; or the weighted-average discount rate. The adoption of this guidance resulted in no significant impact to the Company’s results of operations or cash flows. In December 2019, the FASB issued ASU No. 2019-12 - Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”). ASU 2019-12 is part of the FASB’s overall simplification initiative and seeks to simplify the accounting for income taxes by updating certain guidance and removing certain exceptions. The updated guidance is effective for fiscal years beginning after December 15, 2020 and interim periods within those fiscal years. Early adoption is permitted. The adoption of this update did not have a material effect on the Company’s financial statements. In August 2020, the FASB issued ASU 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470- 20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”), which simplifies the accounting for certain financial instruments with characteristics of liabilities and equity. This ASU (1) simplifies the accounting for convertible debt instruments and convertible preferred stock by removing the existing guidance in ASC 470-20, Debt: Debt with Conversion and Other Options, that requires entities to account for beneficial conversion features and cash conversion features in equity, separately from the host convertible debt or preferred stock; (2) revises the scope exception from derivative accounting in ASC 815-40 for freestanding financial instruments and embedded features that are both indexed to the issuer’s own stock and classified in stockholders’ equity, by removing certain criteria required for equity classification; and (3) revises the guidance in ASC 260, Earnings Per Share, to require entities to calculate diluted earnings per share (EPS) for convertible instruments by using the if-converted method. In addition, entities must presume share settlement for purposes of calculating diluted EPS when an instrument may be settled in cash or shares. For SEC filers, excluding smaller reporting companies, ASU 2020-06 is effective for fiscal years beginning after December 15, 2021 including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020. For all other entities, ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Entities should adopt the guidance as of the beginning of the fiscal year of adoption and cannot adopt the guidance in an interim reporting period. The Company elected early adoption, effective January 1, 2021. Considering that the Common shares of the Company were not publicly traded as of December 31, 2022, the convertible options are not considered to be readily convertible to cash. In addition, the beneficial conversion feature was eliminated under ASU 2020-06. Therefore, no derivative liabilities will be triggered from these convertible notes. In October 2020, the FASB issued ASU 2020-10, Codification Improvements, which updates various codification topics by clarifying or improving disclosure requirements to align with the SEC’s regulations. The Company adopted ASU 2020-10 as of the reporting period beginning January 1, 2021. The adoption of this update did not have a material effect on the Company’s financial statements. The Company does not believe that any other recently issued effective pronouncements, or pronouncements issued but not yet effective, if adopted, would have a material effect on the accompanying financial statements. COVID-19 In March 2020, the World Health Organization declared the global emergence of the COVID-19 pandemic. The impact of COVID-19 on the Company’s business is currently unknown. The Company will continue to monitor guidance and orders issued by federal, state, and local authorities with respect to COVID-19. As a result, the Company may take actions that alter its business operations as may be required by such guidance and orders or take other steps that the Company determines are in the best interest of its employees, customers, partners, suppliers and stockholders. Any such alterations or modifications could cause substantial interruption to the Company’s business and could have a material adverse effect on the Company’s business, operating results, financial condition, and the trading price of the Company’s common stock, and could include temporary closures of one or more of the Company’s facilities; temporary or long-term labor shortages; temporary or long-term adverse impacts on the Company’s supply chain and distribution channels; and the potential of increased network vulnerability and risk of data loss resulting from increased use of remote access and removal of data from the Company’s facilities. In addition, COVID-19 could negatively impact capital expenditures and overall economic activity in the impacted regions or depending on the severity, globally, which could impact the demand for the Company’s products and services. It is unknown whether and how the Company may be impacted if the COVID-19 pandemic persists for an extended period of time or if there are increases in its breadth or in its severity, including as a result of the waiver of regulatory requirements or the implementation of emergency regulations to which the Company is subject. The COVID-19 pandemic poses a risk that the Company or its employees, contractors, suppliers, and other partners may be prevented from conducting business activities for an indefinite period. The Company may incur expenses or delays relating to such events outside of its control, which could have a material adverse impact on its business, operating results, financial condition and the trading price of its common stock. Going Concern The Company has had negative cash flows from operations and operated at a net loss since inception. In the prior year our auditors included a paragraph in their opinion regarding the substantial doubt that existed of our ability to continue as a going concern. As noted in note 14 we completed our initial public offering subsequent to year end. We believe that the funds raised and notes that were converted from debt to equity now provides enough liquidity to alleviate the substantial doubt. There can be no assurance that we will not need additional funding in the future. |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | NOTE 3 – PROPERTY AND EQUIPMENT Property and Equipment Property and equipment consisted of the following: During the year ended December 31, 2022, the Company acquired $ 8,744 1,045 7,699 Depreciation expense totaled $ 1,045 0 |
Accounts Payable and Accrued Ex
Accounts Payable and Accrued Expenses | 12 Months Ended |
Dec. 31, 2022 | |
Payables and Accruals [Abstract] | |
Accounts Payable and Accrued Expenses | NOTE 4 – ACCOUNTS PAYABLE AND ACCRUED EXPENSES Accounts Payable and Accrued Expenses As of December 31, 2022 and 2021, the Company had accounts payable and accrued expenses totaling $ 1,526,981 422,817 |
Notes Payable
Notes Payable | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Debt Disclosure [Abstract] | ||
Notes Payable | 6. Notes Payable In January 2023 the Company entered into a short-term note payable with a principal balance of $ 100,000 20 9 In February 2023, the Company entered into an agreement to finance a portion of the premium for its Directors and Officers Insurance. The agreement provides for financing of $ 697,534 71,485 6.5 213,290 307,735 | NOTE 5 – NOTES PAYABLE Notes Payable On May 5, 2020 the Company received an SBA PPP loan in the amount of $ 9,917 1% |
Notes Payable Related Party
Notes Payable Related Party | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Notes Payable Related Party | ||
Notes Payable Related Party | 3. Notes Payable Related Party At various times in 2021, the Company entered into unsecured short term loan agreements with a related party for an aggregate principal balance of $ 49,000 5 1 | NOTE 6 – NOTES PAYABLE RELATED PARTY Notes Payable Related Party On June 15, 2021, the company entered into an unsecured short term loan agreement with a related party for an aggregate principal balance of $ 34,000 5% 1% On November 19, 2021, 2021, the company entered into an unsecured short term loan agreement with a related party for an aggregate principal balance of $ 5,000 5% 1% On December 13, 2021, the company entered into an unsecured short term loan agreement with a related party for an aggregate principal balance of $ 10,000 5% 1% |
Convertible Notes Payable
Convertible Notes Payable | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Debt Disclosure [Abstract] | ||
Convertible Notes Payable | 4. Convertible Notes Convertible Notes Payable March 2020 Note On March 27, 2020, the Company entered into a convertible loan agreement with the Maryland Technology Development Corporation with a principal balance of $ 200,000 6 September 27, 2021 226,138 205,984 5,000,000 August 2021 Note In August 2021, the Company entered into a convertible loan agreement with an unrelated party for a commitment of up to $ 195,000 5 9 February 9, 2022 72,000 123,000 20 As December 31, 2022, the loan was outstanding with a principal balance of $ 195,000 35,078 In connection with the convertible loan agreement, the Company also issued 195,000 1.00 five years 225,000 2.50 December 2021 Note On December 20, 2021, the Company entered into a loan agreement with an unrelated party. The loan provided for a December 19, 2022 10 6 25,000 The note was automatically convertible into shares of common stock at a discount to the IPO price or based on the valuation of the Company, whichever was more favorable to the holder. Initially, the loan was estimated to be issued with 355,114 1 Concurrent with the closing of the Company’s IPO, the note converted according to its terms into 6,939 Convertible Bridge Notes On April 11, 2022, the Company entered into an Exclusive placement agent and/or underwriter agreement with WallachBeth Capital LLC in connection with a proposed private and/or public offerings by the Company. On April 28, 2022, the Company received approximately $ 775,000 91,000 10 100,000 25,000 10 The Convertible Bridge Notes were initially convertible at the IPO at a 20 In connection with the Convertible Bridge Notes, the purchasers were also entitled to conditional warrants to be issued upon completion of the Company’s IPO. The agreement provided for the warrants to be exercisable for a period of five years from issuance at an exercise price equal to 110% of the IPO price or, if the Company failed to complete the IPO before October 22, 2022, 90% of the IPO price. In the fourth quarter of 2022, the Company amended the Convertible Bridge Notes to (a) extend the maturity date until December 31, 2022, (b) provide that the conversion right would include interest through November 30, 2022, with interest accruing beyond that date being paid in cash and (c) revise the conversion price to be $ 4.27 25 4.27 Concurrent with the closing of the Company’s IPO in February 2023, all of the Convertible Bridge Notes converted according to their terms into 269,513 | NOTE 7 – CONVERTIBLE NOTES PAYABLE Convertible Notes Payable On March 27, 2020, the company entered into a convertible loan agreement with the Maryland Technology Development Corporation with a principal balance of $ 200,000 6% September 27, 2021 226,138 205,984 5,000,000 On August 9, 2021, the company entered into a convertible loan agreement with an unrelated party to loan up to $ 195,000 9% 72,000 5% 195,000 1 5 February 9, 2022 123,000 6,150 225,000 2.50 195,000 35,078 8,393 0 64,978 On December 20, 2021, the company entered into a loan agreement with an unrelated party, with a principal balance of $ 25,000 6% December 19, 2022 2,778 10% 2,301 355,114 1 On April 11, 2022, the Company entered into an Exclusive placement agent and/or underwriter agreement with WallachBeth Capital LLC in connection with a proposed private and/or public offerings by the Company. As discussed in Footnote 2, a significant component of the Company’s plan to secure capital is the intention of the Company to seek to be listed on a national exchange through an initial public offering (“IPO”) of its common stock. WallachBeth was engaged in this regard and on April 28, 2022, the Company received net proceeds of approximately $ 775,000 91,560 100,000 27,779 10% 20% The purchasers will also be issued a warrant for each share of common stock issued upon conversion of the Note at a price equal to 110% of the IPO price or, if the Company fails to complete the IPO before October 22, 2022, 90% of the IPO price. October 31, 2022 December 31, 2022 25 4.27 As of December 31, 2022, the table below reflects the balances of the Convertible Bridge Notes sold pursuant April 11, 2022 agreement with WallachBeth. All notes are mandatorily converted at the IPO at the conversion ratio noted above and the purchasers will also be issued a warrant for each share of common stock issued upon conversion with an exercise price set by the exchange ratio. Due to the IPO price not yet being probable at year end, no current accounting for these warrants has been journalized. Schedule of Convertible Debt Note Date Purchase Price Principal Balance Original Issue Discount Accrued Interest Note Purchase Principal Original Issue Accrued Date Price Balance Discount Interest 4/28/2022 $ 250,000 $ 277,778 $ 27,778 $ 17,083 4/28/2022 $ 250,000 $ 277,778 $ 27,778 $ 17,083 4/28/2022 $ 250,000 $ 277,778 $ 27,778 $ 17,083 4/28/2022 $ 25,000 $ 27,778 $ 2,778 $ 1,708 4/28/2022 $ 28,000 $ 31,111 $ 3,111 $ 1,913 4/28/2022 $ 28,000 $ 31,111 $ 3,111 $ 1,913 4/28/2022 $ 35,000 $ 38,889 $ 3,889 $ 2,392 12/20/2021 $ 25,000 $ 27,778 $ 2,778 $ 2,301 4/13/2022 $ 100,000 $ 111,111 $ 11,111 $ 7,111 9/9/2022 $ 25,000 $ 27,778 $ 2,778 $ 1,088 Total $ 1,016,000 $ 1,128,889 $ 112,889 $ 69,675 * Notes sold by Company prior to the April 28, 2022 closing In August 2020, the FASB issued ASU 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470- 20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”), which simplifies the accounting for certain financial instruments with characteristics of liabilities and equity. The Company specified that an entity should adopt the guidance as of the beginning of its annual fiscal year. After adoption of ASU 2020-06, if the equity securities underlying the conversion option are not readily convertible to cash, and the conversion option requires gross physical settlement of the underlying shares, the embedded conversion option may not meet the net settlement criterion, and therefore would not meet the definition of a derivative. Considering that the Common shares of the Company were not publicly traded as of December 31, 2022, the convertible options are not considered to be readily convertible to cash. In addition, the beneficial conversion feature was eliminated under ASU 2020-06. Therefore, no derivative liabilities will be triggered from these convertible notes. All conversions are contingent upon an effective IPO, which had not yet been considered probable. |
Convertible Notes Payable Relat
Convertible Notes Payable Related Party | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Convertible Notes Payable Related Party | ||
Convertible Notes Payable Related Party | 5. Convertible Notes – Related Party Convertible Notes Payable Related Party SAFE Agreement On July 8, 2021, the Company entered into a Simple Agreement for Future Equity (SAFE), with a related party, at a purchase price of $ 150,000 In February 2023, the SAFE terminated and converted into 32,967 63,626 As of December 31, 2022, the $ 150,000 6 August 2021 Note On August 19, 2021, the Company entered into a convertible loan agreement with a related party, with a principal balance of $ 99,900 5 9 February 19, 2022 In February 2023, the related party elected to convert the convertible loan into 21,747 29,333 In connection with the convertible loan agreement, the Company also issued 99,000 1.00 115,185 2.50 | NOTE 8 – CONVERTIBLE NOTES PAYABLE RELATED PARTY Convertible Notes Payable Related Party On July 8, 2021, the company entered into a Simple Agreement for Future Equity (SAFE), with a related party, with an amount of $ 150,000 , with 0 % interest. Under the SAFE agreement, if there is an Equity Financing before the termination of this SAFE , on the initial closing of such Equity Financing, this SAFE will automatically convert into the number of shares of SAFE Preferred Stock equal to the Purchase Amount divided by the Conversion Price, which means either: (1) the Safe Price (the price per share equal to the Post-Money Valuation Cap divided by the Company If there is a Liquidity Event before the termination of this SAFE , this SAFE will automatically be entitled (subject to the liquidation priority set forth in Section 1(d) below) to receive a portion of Proceeds, due and payable to the Investor immediately prior to, or concurrent with, the consummation of such Liquidity Event, equal to the greater of (i) the Purchase Amount (the “Cash-Out Amount”) or (ii) the amount payable on the number of shares of Common Stock equal to the Purchase Amount divided by the Liquidity Price (the “Conversion Amount”). If any of the Company’s securityholders are given a choice as to the form and amount of Proceeds to be received in a Liquidity Event, the Investor will be given the same choice, provided that the Investor may not choose to receive a form of consideration that the Investor would be ineligible to receive as a result of the Investor’s failure to satisfy any requirement or limitation generally applicable to the Company’s securityholders, or under any applicable laws. This SAFE will automatically terminate (without relieving the Company of any obligations arising from a prior breach of or non-compliance with this SAFE ) immediately following the earliest to occur of: (i) the issuance of Capital Stock to the Investor pursuant to the automatic conversion of this SAFE under agreement; or (ii) the payment, or setting aside for payment, of amounts due the Investor pursuant to the agreement. As of December 31, 2022 and 2021, the $ 150,000 6 On August 19, 2021, the company entered into a convertible loan agreement with a related party, with a principal balance of $ 99,900 9 5 99,900 1 5 February 19, 2022 115,185 2.50 99,900 4,950 12,463.53 The SAFE and the convertible loan agreement with accrued interest converted to common stock at the IPO. The Company specified that an entity should adopt ASU 2020-06 as of the beginning of its annual fiscal year. After adoption of ASU 2020-06, no derivative liabilities will be triggered from these convertible notes. See Note 7 for details. |
Related Party
Related Party | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Related Party Transactions [Abstract] | ||
Related Party | 7. Related Party During the nine months ended September 30, 2023, the Company issued 75,000 During the year ended December 31, 2021, the Company issued 29,286 10 430 450 1,290 1,350 | NOTE 9 – RELATED PARTY Related Party During the year-ended December 31, 2021, there were 57,143 As of December 31, 2022 and 2021, the accrued salary for related parties was $ 566,916 285,666 As of December 31, 2022, the Company accrued consulting fees to related parties of $ 90,000 During the year ended December 31, 2021, the Company issued options totaling 29,286 The options have an original life of ten years and vest at different rates over as much as 24 months. During the year ended December 31, 2022, the Company did not issue any options and recognized $ 1,803 |
Stockholder_s Equity
Stockholder’s Equity | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Equity [Abstract] | ||
Stockholder’s Equity | 8. Stockholder’s Equity Preferred Stock The Company has 10,000,000 0.00001 5,500,000 734,492 73,449 10 315,000 Common Stock The Company has 100,000,000 0.00001 ● Exchanged 734,429 ● Issued 205,984 226,138 ● Cancelled 112,225 ● Issued 38,879 189,828 After the Company signed two licenses for two drug programs from universities in the first half of 2022 it engaged an independent valuation firm to perform an Enterprise-Equity valuation. The results of this engagement resulted in an increase in the value per share of common stock used in the Black Scholes option pricing model employed to value the Company’s equity grants and warrant issuances. In February 2023, the Company completed its IPO for the sale of 1,297,318 6.50 8.4 Each Unit consisted of one share of the Company’s common stock, one tradeable warrant (each, a “Tradeable Warrant,” collectively, the “Tradeable Warrants”) to purchase one share of common stock at an exercise price of $ 7.80 non-tradeable warrant (each, a “Non-tradeable Warrant,” collectively, the “Non-tradeable Warrants”; together with the Tradeable Warrants, each, a “Warrant,” collectively, the “Warrants”) to purchase one share of the Company’s common stock at an exercise price of $ 8.125 In connection with the completion of its IPO, the Company issued an aggregate of 331,166 In connection with the IPO, in February 2023, the Company completed a 1-for-7 reverse split of our common stock. In February 2023, the Company issued 7,692 50,000 In the second quarter of 2023, we issued 436,533 436,533 1,494,658 Dilutive securities are excluded from the diluted earnings per share calculation because their effect is anti-dilutive. As of September 30, 2023, 3,796,164 507,717 5,270,617 484,525 2022 Equity Incentive Plan In November 2022, the Company’s Board of Directors adopted, and its shareholders approved the 2022 Equity Incentive Plan (the “Plan”). The Plan provides for the granting of equity-based awards to employees, directors, and consultants. The Plan provides for equity-based awards including incentive stock options, non-qualified stock options, stock appreciation rights, performance share awards, cash awards and other equity-based awards. Awards are limited to a maximum term of 10 900,000 15 461,500 Stock Options The following table summarizes the stock option activity for the nine months ended September 30, 2023: Schedule of Stock Options Activity Number of Shares Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term (Years) Aggregate Intrinsic Value Outstanding at December 31, 2022 69,217 $ 3.06 7.08 $ 117,669 Granted 438,500 $ 4.41 - $ - Exercised - $ - - $ - Forfeited / canceled - $ - - $ - Outstanding at September 30, 2023 507,717 $ 4.23 9.17 $ 102,441 Vested at September 30, 2023 215,623 $ 3.97 8.64 $ 52,644 The fair value of options granted in the nine months ended September 30, 2023 were estimated using the Black-Scholes option pricing model based on the assumptions in the table below: Schedule of Black Scholes Option Pricing Model 2023 Expected dividend yield 0% Expected volatility 87 92% Risk-free interest rate 3.4 4.1 Expected life (in years) 5.0 6.0 The weighted-average grant-date fair value of options granted during the nine months ended September 30, 2023 was $ 3.20 No options were exercised in any of the periods presented. During the three and nine months ended September 30, 2023, the Company recognized $ 116,410 475,465 51,536 290,876 As of September 30, 2023, the total unrecognized compensation expense related to unvested stock options, was approximately $ 936,000 2.1 Warrants During the nine months ended September 30, 2023 and 2022, the Company granted a total of 3,195,906 56,623 The warrants have an original life of ten years and vest immediately and over 12 months. 22,939 35,712 174,105 337,269 51,941 11,097 42,057 1,883 During the year ended December 31, 2021, the Company granted a total of 431,659 200,000 12,462 0 200,000 138,929 28,683 The warrants have an original life of ten years and vest at different rates over as much as 36 months. During the year ended December 31, 2021, the Company issued 92,859 12,980 five years 50,735 11,097 99,000 115,185 2.50 1 15,412 195,000 225,000 2.50 64,978 The 92,859 During the nine months ended September 30, 2023, the Company issued the following warrants: ● In February 2023, in connection with the completion of the initial public offering, the Company issued 276,452 4.27 5 ● In February 2023, in connection with the completion of the initial public offering, the Company issued 18,000 8.125 4 ● As part of the sale of units in the Company’s initial public offering the Company issued 1,297,318 7.80 5 1,297,318 8.125 5 ● In February 2023, as part of the Company’s initial public offering, the Company issued 153,409 7.80 5 153,409 8.125 5 During the three and nine months ended September 30, 2023, the Company recognized $ 5,050 35,712 51,086 289,317 6,556 0.4 The following table provides details over the Company’s outstanding warrants as of September 30, 2023: Schedule of Outstanding Warrants Exercise Price Expiration Number of Warrants $ 0.0007 2030 274,286 $ 2.10 2.66 2026 2032 460,445 $ 3.36 4.27 2028 2029 115,277 $ 6.51 7.80 2026 2032 1,484,929 $ 8.125 2027 2028 1,461,227 3,796,164 | NOTE 10– SHAREHOLDER’S DEFICT Stockholder’s Equity The Company has 10,000,000 0.00001 no 734,492 73,449 10 he Company evaluated the terms of the exchange and determined there would be no significant change in fair value and therefore no accounting entry recorded as a result of the exchange. The value of the Series A Preferred Stock was determined to be $ 315,000 Common Stock In June of 2020, BullFrog AI Holdings, Inc. acquired BullFrog AI, Inc. via a 1:1 share exchange. Immediately prior to the share exchange, each authorized common share of BullFrog AI, Inc. was split into 25 shares of common stock The Company has 100,000,000 0.00001 734,492 205,984 226,138 112,225 38,879 189,828 4,021,935 4,622,789 After the Company signed two licenses for two drug programs from universities in the first half of 2022 it engaged an independent valuation firm to perform an Enterprise-Equity valuation. The results of this engagement resulted in an increase in the value per share of common stock used in the Black Scholes option pricing model employed to value the Company’s equity grants and warrant issuances. Our Board of Directors and stockholders approved an amendment to our Certificate of Incorporation to effect a 1-for-7 reverse stock split Stock Options During the first quarter of 2022, 399,354 (post reverse stock split) During the year ended December 31, 2021, the Company granted a total of 29,286 ten years 48 months 1,310 157 16,601 2,010 The following tables summarizes the stock options (post reverse stock split) activity for the years ended December 31, 2022 and 2021: Schedule of Stock Options Activity Granted and outstanding, December 31, 2020 884,821 Granted during 2021 29,286 Exercised - Forfeited - Expired during 2021 (445,536 ) Granted and outstanding, December 31, 2021 468,571 Granted during 2022 - Exercised - Forfeited (399,354 ) Expired during 2022 - Granted and outstanding, December 31, 2022 69,217 Schedule of Vested and Outstanding Options Options Intrinsic Value of Vested Options Weight Averaged exercise Price Vested and outstanding, December 31, 2020 104,795 12,706 3.36 Granted and vested during 2021 1,310 157 2.66 Exercised - - - Forfeited - - - Expired (66,524 ) (7,922 ) (3.36 ) Vested and outstanding, December 31, 2021 39,581 4,941 3.36 Granted and vested during 2022 16,661 2,010 2.73 Exercised - - - Forfeited - - - Expired - - - Vested and outstanding, December 31, 2022 56,242 6,951 3.15 As of December 31, 2022 and 2021, 16,661 1,310 0 66,524 7.08 7.38 As of December 31, 2022 and 2021, the fair value of options vested and outstanding was $ 6,951 4,941 Schedule of Black Scholes Option Pricing Model December 31, 2022 December 31, 2021 Fair Value of Common Stock on measurement date $ 4.76 $ 0.308 Risk free interest rate From 0.79 3.01 % From 1.26 1.33 % Volatility 89 % 93 % Dividend Yield 0 % 0 % Expected Term 4 10 10 (1) The risk-free interest rate was determined by management using the market yield on U.S. Treasury securities with comparable terms as of the measurement date. (2) The trading volatility was determined by calculating the volatility of the Company’s peer group. (3) The Company does not expect to pay a dividend in the foreseeable future. Warrants During the year ended December 31, 2022, the Company granted a total of 123,660 (post reverse stock split) The warrants have an original life of four to ten years and vest immediately and over 12 months. 174,105 (post reverse stock split) 337,269 51,941 11,097 42,057 During the year ended December 31, 2021, the Company granted a total of 431,659 (post reverse stock split) 200,000 (post reverse stock split) 12,462 The warrants have an original life of five years and vest 30 days before the intended IPO 0 200,000 (post reverse stock split) cancelled and voided per agreement of the warrant holder and the Company. There was no gain or loss due to cancellation. 138,929 (post reverse stock split) 28,683 The warrants have an original life of ten years and vest at different rates over as much as 36 months. During the year ended December 31, 2021, the Company issued 92,859 (post reverse stock split) 12,980 five years 50,735 (post reverse stock split) 11,097 As discussed in Note 8 in May 2022, the Company and the note holders agreed to cancel and void the previous 99,000 115,185 2.50 1 15,412 . As discussed in Note 8 in May 2022, the Company and the note holders agreed to cancel and void the previous 195,000 225,000 2.50 64,978 . The 92,859 The following tables summarize the warrant activity (post reverse stock split) for the year ended December 31, 2022 and 2021, Schedule of Stock Warrant Activity Warrants Granted and outstanding, December 31, 2020 495,714 Granted during 2021 431,659 Exercised - Forfeited - Expired during 2021 - Granted and outstanding, December 31, 2021 927,373 Granted during 2022 123,660 Exercised - Forfeited (298,088 ) Expired during 2022 - Granted and outstanding, December 31, 2022 752,945 Schedule of Vested And Outstanding Warrants Warrants Intrinsic Value of Warrants Weight Averaged exercise Price Vested and outstanding, December 31, 2020 479,940 127,480 0.98 Granted and Vested 2021 137,552 22,208 3.15 Exercised - - - Forfeited - - - Expired - - - Vested and outstanding, December 31, 2021 617,492 149,688 2.80 Granted and Vested 2022 174,105 337,263 3.15 Exercised - - - Forfeited (94,665 ) (12,980 ) - Expired - - - Vested and outstanding, December 31, 2022 696,932 473,971 1.96 As of December 31, 2022, 752,945 (post reverse stock split) 696,932 (post reverse stock split) 7.13 For the year ended December 31, 2022, the aggregate fair value of warrants vested was $ 324,283 For the year ended December 31, 2021, 927,516 617,492 22,208 7.73 As of December 31, 2021, the aggregate fair value of warrants vested was $ 149,688 The number of warrants related to the Convertible Bridge Notes discussed Note 7 is not yet determinable, given some of the terms discussed in Note 8 have not been completed. Therefore, the warrants to be issued are not accounted for in our warrants outstanding. Due to the IPO price not being completed at December 31, 2022, no current accounting for these warrants has been journalized. Schedule of Black Scholes Option Pricing Model December 31, 2022 December 31, 2021 Fair Value of Common Stock on measurement date $ 4.76 $ 0.308 Risk free interest rate From 1.86 1.97 % From 0.78 1.63 % Volatility 89 % 93 % Dividend Yield 0 % 0 % Expected Term 10 5 10 (1) The risk-free interest rate was determined by management using the market yield on U.S. Treasury securities with comparable terms as of the measurement date. (2) The trading volatility was determined by calculating the volatility of the Company’s peer group. (3) The Company does not expect to pay a dividend in the foreseeable future. (4) After the Company signed two licenses for two drug programs from universities in the first half of 2022 it engaged an independent valuation firm to perform an Enterprise-Equity valuation. The results of this engagement resulted in an increase in the value per share of common stock used in the Black Scholes option pricing model employed to value the Company’s equity grants and warrant issuances for all 2022 grant date stock prices. The following table provides details over the Company’s outstanding warrants as of September 30, 2023: Schedule of Outstanding Warrants Exercise Price Expiration Number of Warrants $ 0.0007 2030 274,286 $ 2.10 2.66 2026 2032 460,445 $ 3.36 4.27 2028 2029 115,277 $ 6.51 7.80 2026 2032 1,484,929 $ 8.125 2027 2028 1,461,227 3,796,164 |
Income Taxes
Income Taxes | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Income Taxes | 9. Income Taxes The Company has not recorded any tax provision or benefit for the three and nine months ended September 30, 2023 and 2022. The Company has provided a valuation allowance for the full amount of its net deferred tax assets since realization of any future benefits from deductible temporary differences, net operating loss carryforwards and research and development credits are not more-likely-than-not to be realized at September 30, 2023 and December 31, 2022. | NOTE 11 – INCOME TAXES Income Taxes As of December 31, 2022, the Company has available for federal income tax purposes a net operating loss carry forward of approximately $ 4,399,055 We have adopted the provisions of ASC 740-10-25, which provides recognition criteria and a related measurement model for uncertain tax positions taken or expected to be taken in income tax returns. ASC 740-10-25 requires that a position taken or expected to be taken in a tax return be recognized in the financial statements when it is more likely than not that the position would be sustained upon examination by tax authorities. Tax position that meets the more likely than not threshold is then measured using a probability weighted approach recognizing the largest amount of tax benefit that is greater than 50% likely of being realized upon ultimate settlement. The Company had no tax positions relating to open income tax returns that were considered to be uncertain. We file income tax returns in the U.S. and in the state of California and Utah with varying statutes of limitations. The Company’s deferred taxes as of December 31, 2022 and 2021 consist of the following: Schedule of Deferred Taxes 2022 2021 Non-Current deferred tax asset: Net operating loss carryforwards $ 924,000 $ 339,000 Valuation allowance (924,000 ) (339,000 ) Net non-current deferred tax asset $ — $ — |
Material Agreements
Material Agreements | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Material Agreements | ||
Material Agreements | 10. Material Agreements JHU-APL Technology License On February 7, 2018, the Company entered into an exclusive, world-wide, royalty-bearing license from JHU-APL for the technology. The license covers three (3) issued patents, one (1) new provisional patent application, non-patent rights to proprietary libraries of algorithms and other trade secrets, the license also includes modifications and improvements. In October of 2021, the Company executed an amendment to the original license which represents improvements and new advanced analytics capabilities. In consideration of the rights granted to the Company under the License Agreement JHU received a warrant equal to five percent ( 5 8 50 1,500 20,000 80,000 300,000 279,159 8 3 50 25 30,000 60,000 300,000 On May 31, 2023, the Company and JHU-APL entered into Amendment number 1 of the July 8, 2022 License Agreement whereby the Company gained access to certain improvements including additional patents and knowhow in exchange for a series of payments totaling $ 275,000 75,000 75,000 75,000 50,000 60,000 45,000 George Washington University - Beta2-spectrin siRNA License On January 14, 2022, the Company entered into an exclusive, world-wide, royalty-bearing license from George Washington University (GWU) for rights to use siRNA targeting Beta2-spectrin in the treatment of human diseases, including hepatocellular carcinoma (HCC). The license covers methods claimed in three US and worldwide patent applications, and also includes use of this approach for treatment of obesity, non-alcoholic fatty liver disease, and non-alcoholic steatohepatitis. In consideration of the rights granted to the Company under the License Agreement the Company paid GWU a $ 20,000 3 no Johns Hopkins University – Mebendazole License On February 22, 2022, the Company entered into an exclusive, world-wide, royalty-bearing license from Johns Hopkins University (JHU) for the use of an improved formulation of Mebendazole for the treatment of any human cancer or neoplastic disease. This formulation shows potent activity in animal models of different types of cancer and has been evaluated in a Phase I clinical trial in patients with high-grade glioma (NCT01729260). The trial, an open-label dose-escalation study, assessed the safety and efficacy of the improved formulation with adjuvant temozolomide in 24 patients with newly diagnosed gliomas. Investigators observed no dose-limiting toxicity in patients receiving all but the highest tested dose (200mg/kg/day). Four of the 15 patients receiving the maximum tested dose of 200mg/kg/day experienced dose-limiting toxicity, all of which were reversed by decreasing or eliminating the dose given. There were no serious adverse events attributed to Mebendazole at any dose during the trial. 41.7% of patients who received Mebendazole were alive at two years after enrollment, and 25% were alive at four years (Gallia et al., 2021). The license covers six (6) issued patents and one (1) pending application. In consideration of the rights granted to the Company under the License Agreement, JHU will receive a staggered Upfront License Fee of $ 250,000 50,000 200,000 3.5 5,000 10,000 20,000 30,000 50,000 250,000 7,500 242,671 Johns Hopkins University – Prodrug License On October 13, 2022, the Company entered into an exclusive, world-wide, royalty-bearing license from JHU and the Institute of Organic Chemistry and Biochemistry (IOCB) of the Czech Academy of Sciences for rights to commercialize N-substituted prodrugs of Mebendazole that demonstrate improved solubility and bioavailability. The license covers prodrug compositions and use for treating disease as claimed in multiple US and worldwide patent applications. In consideration for the rights granted to the Company under the License Agreement JHU and IOCB will receive a staggered upfront license fee of $ 100,000 4.0 5,000 10,000 20,000 30,000 50,000 150,000 0 133,238 | NOTE 12 – MATERIAL AGREEMENTS Material Agreements JHU-APL Technology License On February 7, 2018, the Company entered into an exclusive, world-wide, royalty-bearing license from JHU-APL for the technology. The license covers three (3) issued patents, 1 new provisional patent application, non-patent rights to proprietary libraries of algorithms and other trade secrets, the license also includes modifications and improvements. In October of 2021, the Company executed an Amendment to the original license which represents improvements and new advanced analytics capabilities. In consideration of the rights granted to the Company under the License Agreement JHU received a warrant equal to five ( 5% 8% 50% 1,500 20,000 80,000 300,000 st 279,159 8% 3% 50% 25% 30,000 80,000 300,000 30,000 George Washington University - Beta2-spectrin siRNA License On January 14, 2022, the Company entered into an exclusive, world-wide, royalty-bearing license from George Washington University (GWU) for rights to use siRNA targeting Beta2-spectrin in the treatment of human diseases, including hepatocellular carcinoma (HCC). The license covers methods claimed in three US and worldwide patent applications, and also includes use of this approach for treatment of obesity, non-alcoholic fatty liver disease, and non-alcoholic steatohepatitis. In consideration of the rights granted to the Company under the License Agreement GWU received a $ 20,000 3% Johns Hopkins University – Mebendazole License On February 22, 2022, the Company entered into an exclusive, world-wide, royalty-bearing license from Johns Hopkins University (JHU) for the use of an improved formulation of Mebendazole for the treatment of any human cancer or neoplastic disease. This formulation shows potent activity in animal models of different types of cancer and has been evaluated in a Phase I clinical trial in patients with high-grade glioma (NCT01729260). The trial, an open-label dose-escalation study, assessed the safety and efficacy of the improved formulation with adjuvant temozolomide in 24 patients with newly diagnosed gliomas. Investigators observed no dose-limiting toxicity in patients receiving all but the highest tested dose (200mg/kg/day). Four of the 15 patients receiving the maximum tested dose of 200mg/kg/day experienced dose-limiting toxicity, all of which were reversed by decreasing or eliminating the dose given. There were no serious adverse events attributed to mebendazole at any dose during the trial. 41.7% of patients who received mebendazole were alive at two years after enrollment, and 25% were alive at four years (Gallia et al., 2021). The license covers six (6) issued patents and one (1) pending application. In consideration of the rights granted to the Company under the License Agreement JHU will receive a staggered Upfront License Fee of $ 250,000 3.5% 5,000 10,000 20,000 30,000 50,000 250,000 250,000 50,000 10 242,671 Johns Hopkins University – Prodrug License On October 13, 2022, the Company entered into an exclusive, world-wide, royalty-bearing license from Johns Hopkins University (JHU) and the Institute of Organic Chemistry and Biochemistry (IOCB) of the Czech Academy of Sciences for rights to commercialize N-substituted prodrugs of mebendazole that demonstrate improved solubility and bioavailability. The license covers prodrug compositions and use for treating disease as claimed in multiple US and worldwide patent applications. In consideration for the rights granted to the Company under the License Agreement JHU and IOCB will receive a staggered upfront license fee of $ 100,000 . The Company will also reimburse JHU and IOCB for previously incurred patent costs. Under the terms of the License Agreement, JHU and IOCB will be entitled to four percent ( 4.0% ) royalty on net sales by the Company. In addition, the Company is required to pay JHU and IOCB minimum annual royalty payments of $ 5,000 for 2027, $ 10,000 for 2028, $ 20,000 for 2029, $ 30,000 for 2030 and $ 50,000 for 2031 and each year after until the first commercial sale after which the annual minimum royalty shall be $ 150,000 . The license agreement also contains milestone payments for patent grants, clinical development steps through the approval of an NDA and commercialization. As of December 31, 2022, the balance of accrued expense related to this license agreement was $ 133,238 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 13 – COMMITMENTS AND CONTINGENCIES Commitments and Contingencies The Company follows ASC 450, Contingencies, which requires the Company to assess the likelihood that a loss will be incurred from the occurrence or non-occurrence of one or more future events. Such assessment inherently involves an exercise of judgment. In assessing possible loss contingencies from legal proceedings or unasserted claims, the Company evaluates the perceived merits of such proceedings or claims, and of the relief sought or expected to be sought. If the assessment of a contingency indicates that it is probable that a material loss will be incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s financial statements. If the assessment indicates that a potentially material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed. Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. While not assured, management does not believe, based upon information available at this time, that a loss contingency will have material adverse effect on the Company’s financial position, results of operations or cash flows. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 14 – SUBSEQUENT EVENTS Subsequent Events On February 14, 2023 the Company conducted its initial public offering of 1,297,318 6.50 8.4 Each Unit consists of one share of the Company’s common stock, one tradeable warrant (each, a “Tradeable Warrant,” collectively, the “Tradeable Warrants”) to purchase one share of common stock at an exercise price of $ 7.80 one non-tradeable warrant (each, a “Non-tradeable Warrant,” collectively, the “Non-tradeable Warrants”; together with the Tradeable Warrants, each, a “Warrant,” collectively, the “Warrants”) to purchase one share of the Company’s common stock at an exercise price of $ 8.125 In connection with the offering, the Company common shares were subject to a 1-7 reverse stock split - 1 share of new common for 7 shares then outstanding common stock 55,787 276,289 276,289 $25 Between April 5 and April 13, 2023, the holders of warrants exercised 436,533 1,495,000 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Accounting Policies [Abstract] | ||
Use of Estimates in the Preparation of Financial Statements | Use of Estimates in the Preparation of Financial Statements The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires us to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Estimates include, but are not limited to, revenue recognition, allowances for doubtful accounts, recoverability of deferred tax assets and certain other of our accrued liabilities. Actual results could differ from those estimates. | |
Financial Instruments | Financial Instruments The carrying value of short-term instruments, including cash and cash equivalents, accounts payable and accrued expenses approximate fair value due to the relatively short period to maturity for these instruments. 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. Valuation techniques used to measure fair value maximize the use of observable inputs and minimize the use of unobservable inputs. The Company utilizes a three-level valuation hierarchy for disclosures of fair value measurements, defined as follows: Level 1 - inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. Level 2 - inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the assets or liability, either directly or indirectly, for substantially the full term of the financial instruments. Level 3 - inputs to the valuation methodology are unobservable and significant to the fair value. The Company does not have any assets or liabilities that are required to be measured and recorded at fair value on a recurring basis. | |
Revenue Recognition | Revenue Recognition The Company recognizes revenue based on the following five step model: - Identification of the contract with a customer This step outlines the criteria that must be met when establishing a contract with a customer to supply goods or services. - Identification of the performance obligations in the contract This step describes how distinct performance obligations in the contract must be handled. - Determination of the transaction price This step outlines what must be considered when establishing the transaction price, which is the amount the business expects to receive for transferring the goods and services to the customer. - Allocation of the transaction price to the performance obligations in the contract This step outlines guidelines for allocating the transaction price across the contract’s separate performance obligations, and is what the customer agrees to pay for the goods and services. - Recognition of revenue when, or as, the Company satisfies a performance obligation Revenue can be recognized as the business meets each performance obligation. This step specifies how that should happen. | Revenue Recognition For annual reporting periods after December 15, 2017, the Financial Accounting Standards Board (“FASB”) made effective ASU 2014-09 “Revenue from Contracts with Customers,” to supersede previous revenue recognition guidance under current U.S. GAAP. Revenue is now recognized in accordance with FASB ASC Topic 606, Revenue Recognition. The objective of the guidance is to establish the principles that an entity shall apply to report useful information to users of financial statements about the nature, amount, timing, and uncertainty of revenue and cash flows arising from a contract with a customer. The core principle is to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services. Two options were made available for implementation of the standard: the full retrospective approach or modified retrospective approach. The guidance became effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period, with early adoption permitted. We have adopted FASB ASC Topic 606 for our reporting period as of the year-ended December 31, 2019. As of December 31, 2021, we have had no 10,000 32,000 10,000 Revenue is recognized based on the following five step model: - Identification of the contract with a customer This step outlines the criteria that must be met when establishing a contract with a customer to supply goods or services - Identification of the performance obligations in the contract This step describes how distinct performance obligations in the contract must be handled - Determination of the transaction price This step outlines what must be considered when establishing the transaction price, which is the amount the business expects to receive for transferring the goods and services to the customer - Allocation of the transaction price to the performance obligations in the contract This step outlines guidelines for allocating the transaction price across the contract’s separate performance obligations, and is what the customer agrees to pay for the goods and services - Recognition of revenue when, or as, the Company satisfies a performance obligation Revenue can be recognized as the business meets each performance obligation. This step specifies how that should happen Contract Services The Company anticipates that the majority of revenues to be recognized in the near future will result from our fee for service partnership offering, designed for biopharmaceutical companies, as well as other organizations, of all sizes that have challenges analyzing data throughout the drug development process. The Company provides the customer with an analysis of large complex data sets using the Company’s proprietary Artificial Intelligence / Machine Learning platform called bfLEAP™. This platform is designed to predict targets of interest, patterns, relationships, and anomalies. The Company believes that there will be additional on-going work requested from partners therefore the service model utilizes a master services agreement with work or task orders issued for discrete analysis performed at the discovery, preclinical, or clinical stages of drug development. The Company receives a cash fee and in some instances the potential for rights to new intellectual property generated from the analysis. Collaborative Arrangements The Company also intends to enter collaborative arrangements with pharmaceutical companies who have drugs that have failed late Phase 2 or Phase 3 trials. These arrangements could take several forms including true partnerships where BullFrog contributes data analysis using the bfLEAP™ platform with the partner contributing the drug candidate and other resources needed to continue development towards commercialization with BullFrog receiving an equity or royalty right in the commercialized product. In other arrangements the Company may earn cash payments based on achieving certain milestones as determined under each specific arrangement. Acquisition of Rights to Certain Drugs In certain circumstances, we may also acquire rights to drugs that are in early-stage clinical trials, use our technology to sponsor and support a successful later stage precision medicine trial, and divest the asset. The same process may apply to the discovery of new drugs. In these instances, divestiture may be in the form of an outright sale of all rights or possibly a license to develop and commercialize enhanced development candidates. License agreements could include developmental and commercial milestones in addition to royalties. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates include the fair value of the Company’s stock, stock-based compensation, fair values relating to derivative liabilities, debt discounts and the valuation allowance related to deferred tax assets. Actual results may differ from these estimates. | |
Cash | Cash The Company considers cash to consist of cash on hand and temporary investments having an original maturity of 90 days or less that are readily convertible into cash. As of December 31, 2022 and 2021, cash balances were $ 57,670 10,014 | |
Concentrations of Credit Risk | Concentrations of Credit Risk The Company’s financial instruments that are exposed to a concentration of credit risk are cash and accounts receivable. Occasionally, the Company’s cash in interest-bearing accounts may exceed FDIC insurance limits. The financial stability of these institutions is periodically reviewed by senior management. | |
Accounts Receivable | Accounts Receivable Trade receivables are carried at their estimated collectible amounts. Trade credit is generally extended on a short-term basis. Thus, trade receivables do not bear interest. Trade accounts receivable are periodically evaluated for collectability based on past credit history with customers and their current financial condition. | |
Allowance for Doubtful Accounts | Allowance for Doubtful Accounts Any charges to the allowance for doubtful accounts on accounts receivable are charged to operations in amounts sufficient to maintain the allowance for uncollectible accounts at a level management believes is adequate to cover any probable losses. Management determines the adequacy of the allowance based on historical write-off percentages and the current status of accounts receivable. Accounts receivables are charged off against the allowance when collectability is determined to be permanently impaired. As of December 31, 2022 and 2021, allowance for doubtful accounts was $ 0 | |
Inventories | Inventories The Company does not have inventory and does not plan to have inventory in the near future. | |
Cost of Sales | Cost of Sales Cost of sales is comprised of royalties and the cost of outsourced services provided to the Company related to customer service contracts. We recognized $ 800 8% 10,000 | |
Property and Equipment | Property and Equipment Property and equipment are stated at cost. When retired or otherwise disposed, the related carrying value and accumulated depreciation are removed from the respective accounts and the net difference less any amount realized from disposition, is reflected in earnings. For financial statement purposes, property and equipment are recorded at cost and depreciated using the straight-line method over their estimated useful lives. | |
Advertising | Advertising The Company follows the policy of charging the costs of advertising to expense as incurred. | |
Income Taxes | Income Taxes Deferred income tax assets and liabilities are determined based on the estimated future tax effects of net operating loss and credit carry forwards and temporary differences between the tax basis of assets and liabilities and their respective financial reporting amounts measured at the current enacted tax rates. The Company records an estimated valuation allowance on its deferred income tax assets if it is not more likely than not that these deferred income tax assets will be realized. The Company recognizes a tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by taxing authorities, based on the technical merits of the position. The tax benefits recognized in the condensed consolidated financial statements from such a position are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. As of December 31, 2022 and 2021, the Company has not recorded any unrecognized tax benefits. | |
Stock-Based Compensation | Stock-Based Compensation Employee and non-employee share-based compensation is measured at the grant date, based on the fair value of the award, and is recognized as an expense over the requisite service period. | |
Net Loss per Share | Net Loss per Share We compute net loss per share in accordance with ASC 260, Earning per Share. We report both basic and diluted loss per share. Loss earnings per share is calculated based on the weighted average number of shares of common stock outstanding and excludes the dilutive effect of warrants, stock options or any other type of convertible securities. Considering that the Common shares of the Company were not publicly traded as of December 31, 2022, the contingently convertible notes and related dilutive shares are not included in the dilutive shares calculation upon the Initial Public Offering (IPO). Diluted loss per share is calculated based on the weighted average number of shares of common stock outstanding and the dilutive effect of stock options, warrants and other types of convertible securities are included in the calculation. Dilutive securities are excluded from the diluted earnings per share calculation because their effect is anti-dilutive. As of December 31, 2021 and December 31, 2022, 927,373 753,174 486,571 56,242 | |
Impact of Recently Issued Accounting Standards | Impact of Recently Issued Accounting Standards The Company has evaluated issued Accounting Standards Updates (“ASUs”) not yet adopted and believes the adoption of these standards will not have a material impact on its consolidated financial statements. | Recent Accounting Pronouncements In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). This ASU requires lessees to recognize a lease liability, on a discounted basis, and a right-of-use asset for substantially all leases, as well as additional disclosures regarding leasing arrangements. In July 2018, the FASB issued ASU 2018-11, Leases (Topic 842), which provides an optional transition method of applying the new lease standard. Topic 842 can be applied using either a modified retrospective approach at the beginning of the earliest period presented, or as permitted by ASU 2018-11, at the beginning of the period in which it is adopted. We adopted this standard using a modified retrospective approach since inception of the company. The modified retrospective approach includes a number of optional practical expedients relating to the identification and classification of leases that commenced as of the inception of the company; initial direct costs for leases that commenced as of inception of the company; and the ability to use hindsight in evaluating lessee options to extend or terminate a lease or to purchase the underlying asset. The Company elected the package of practical expedients permitted under ASC 842 allowing it to account for its prior operating lease that commenced before the adoption date as an operating lease under the new guidance without reassessing (i) whether the contract contains a lease; (ii) the classification of the lease; or (iii) the accounting for indirect costs as defined in ASC 842. All staff are working remotely; therefore, the Company does not currently have a lease or rent office space. Consistent with ASC 842-20-50-4, the Company’s financial statements for the years ended December 31, 2022 and 2021, do not have a monthly rent obligation. The Company had no cash flows arising from a lease, no finance lease cost, short term lease cost, or variable lease costs. The Company does not produce any sublease income or any net gain or loss recognized from sale and leaseback transactions. As a result, the Company did not need to segregate amounts between finance and operating leases for cash paid for amounts included in the measurement of lease liabilities, segregated between operating and financing cash flows; supplemental non-cash information on lease liabilities arising from obtaining right-of-use assets; weighted-average calculations for the remaining lease term; or the weighted-average discount rate. The adoption of this guidance resulted in no significant impact to the Company’s results of operations or cash flows. In December 2019, the FASB issued ASU No. 2019-12 - Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”). ASU 2019-12 is part of the FASB’s overall simplification initiative and seeks to simplify the accounting for income taxes by updating certain guidance and removing certain exceptions. The updated guidance is effective for fiscal years beginning after December 15, 2020 and interim periods within those fiscal years. Early adoption is permitted. The adoption of this update did not have a material effect on the Company’s financial statements. In August 2020, the FASB issued ASU 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470- 20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”), which simplifies the accounting for certain financial instruments with characteristics of liabilities and equity. This ASU (1) simplifies the accounting for convertible debt instruments and convertible preferred stock by removing the existing guidance in ASC 470-20, Debt: Debt with Conversion and Other Options, that requires entities to account for beneficial conversion features and cash conversion features in equity, separately from the host convertible debt or preferred stock; (2) revises the scope exception from derivative accounting in ASC 815-40 for freestanding financial instruments and embedded features that are both indexed to the issuer’s own stock and classified in stockholders’ equity, by removing certain criteria required for equity classification; and (3) revises the guidance in ASC 260, Earnings Per Share, to require entities to calculate diluted earnings per share (EPS) for convertible instruments by using the if-converted method. In addition, entities must presume share settlement for purposes of calculating diluted EPS when an instrument may be settled in cash or shares. For SEC filers, excluding smaller reporting companies, ASU 2020-06 is effective for fiscal years beginning after December 15, 2021 including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020. For all other entities, ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Entities should adopt the guidance as of the beginning of the fiscal year of adoption and cannot adopt the guidance in an interim reporting period. The Company elected early adoption, effective January 1, 2021. Considering that the Common shares of the Company were not publicly traded as of December 31, 2022, the convertible options are not considered to be readily convertible to cash. In addition, the beneficial conversion feature was eliminated under ASU 2020-06. Therefore, no derivative liabilities will be triggered from these convertible notes. In October 2020, the FASB issued ASU 2020-10, Codification Improvements, which updates various codification topics by clarifying or improving disclosure requirements to align with the SEC’s regulations. The Company adopted ASU 2020-10 as of the reporting period beginning January 1, 2021. The adoption of this update did not have a material effect on the Company’s financial statements. The Company does not believe that any other recently issued effective pronouncements, or pronouncements issued but not yet effective, if adopted, would have a material effect on the accompanying financial statements. |
COVID-19 | COVID-19 In March 2020, the World Health Organization declared the global emergence of the COVID-19 pandemic. The impact of COVID-19 on the Company’s business is currently unknown. The Company will continue to monitor guidance and orders issued by federal, state, and local authorities with respect to COVID-19. As a result, the Company may take actions that alter its business operations as may be required by such guidance and orders or take other steps that the Company determines are in the best interest of its employees, customers, partners, suppliers and stockholders. Any such alterations or modifications could cause substantial interruption to the Company’s business and could have a material adverse effect on the Company’s business, operating results, financial condition, and the trading price of the Company’s common stock, and could include temporary closures of one or more of the Company’s facilities; temporary or long-term labor shortages; temporary or long-term adverse impacts on the Company’s supply chain and distribution channels; and the potential of increased network vulnerability and risk of data loss resulting from increased use of remote access and removal of data from the Company’s facilities. In addition, COVID-19 could negatively impact capital expenditures and overall economic activity in the impacted regions or depending on the severity, globally, which could impact the demand for the Company’s products and services. It is unknown whether and how the Company may be impacted if the COVID-19 pandemic persists for an extended period of time or if there are increases in its breadth or in its severity, including as a result of the waiver of regulatory requirements or the implementation of emergency regulations to which the Company is subject. The COVID-19 pandemic poses a risk that the Company or its employees, contractors, suppliers, and other partners may be prevented from conducting business activities for an indefinite period. The Company may incur expenses or delays relating to such events outside of its control, which could have a material adverse impact on its business, operating results, financial condition and the trading price of its common stock. | |
Going Concern | Going Concern The Company has had negative cash flows from operations and operated at a net loss since inception. In the prior year our auditors included a paragraph in their opinion regarding the substantial doubt that existed of our ability to continue as a going concern. As noted in note 14 we completed our initial public offering subsequent to year end. We believe that the funds raised and notes that were converted from debt to equity now provides enough liquidity to alleviate the substantial doubt. There can be no assurance that we will not need additional funding in the future. | |
Basis of Presentation | Basis of Presentation The accompanying condensed consolidated financial statements include the accounts of Bullfrog AI Holdings, Inc. and our wholly owned subsidiaries and have been prepared in conformity with United States generally accepted accounting principles (“GAAP”) for interim financial information. All intercompany accounts and transactions have been eliminated in consolidation. The condensed consolidated statements are unaudited and should be read in conjunction with the consolidated financial statements and related notes included in our 2022 Annual Report on Form 10-K filed with the Securities and Exchange Commission on April 25, 2023. The unaudited condensed consolidated financial statements have been prepared on a basis consistent with the audited annual consolidated financial statements included in the 10-K and, in the opinion of management, include all adjustments of a normal recurring nature necessary to fairly state our financial position, our results of operations, and cash flows. The results for the nine months ended September 30, 2023 are not necessarily indicative of the operating results expected for the year ending December 31, 2023 or any other future period. On February 13, 2023, we completed a 1-for-7 reverse split of our common stock. | |
Contract Services | Contract Services The Company anticipates that the majority of revenues to be recognized in the near future will result from our fee for service partnership offering, designed for biopharmaceutical companies, as well as other organizations, of all sizes that have challenges analyzing data throughout the drug development process. The Company provides the customer with an analysis of large complex data sets using the Company’s proprietary Artificial Intelligence / Machine Learning platform called bfLEAP™. This platform is designed to predict targets of interest, patterns, relationships, and anomalies. The Company believes that there will be additional on-going work requested from partners therefore the service model utilizes a master services agreement with work or task orders issued for discrete analysis performed at the discovery, preclinical, or clinical stages of drug development. The Company receives a cash fee and in some instances the potential for rights to new intellectual property generated from the analysis. Once data analysis and the analysis report is complete, the Company delivers the analysis set to the customer and recognizes revenue at that point in time. | |
Significant Accounting Policies | Significant Accounting Policies There have been no new or material changes to the significant accounting policies discussed in the Company’s audited financial statements and the notes thereto included in the Annual Report on Form 10-K for the fiscal year ended December 31, 2022. |
Convertible Notes Payable (Tabl
Convertible Notes Payable (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Convertible Debt | Schedule of Convertible Debt Note Date Purchase Price Principal Balance Original Issue Discount Accrued Interest Note Purchase Principal Original Issue Accrued Date Price Balance Discount Interest 4/28/2022 $ 250,000 $ 277,778 $ 27,778 $ 17,083 4/28/2022 $ 250,000 $ 277,778 $ 27,778 $ 17,083 4/28/2022 $ 250,000 $ 277,778 $ 27,778 $ 17,083 4/28/2022 $ 25,000 $ 27,778 $ 2,778 $ 1,708 4/28/2022 $ 28,000 $ 31,111 $ 3,111 $ 1,913 4/28/2022 $ 28,000 $ 31,111 $ 3,111 $ 1,913 4/28/2022 $ 35,000 $ 38,889 $ 3,889 $ 2,392 12/20/2021 $ 25,000 $ 27,778 $ 2,778 $ 2,301 4/13/2022 $ 100,000 $ 111,111 $ 11,111 $ 7,111 9/9/2022 $ 25,000 $ 27,778 $ 2,778 $ 1,088 Total $ 1,016,000 $ 1,128,889 $ 112,889 $ 69,675 * Notes sold by Company prior to the April 28, 2022 closing |
Stockholder_s Equity (Tables)
Stockholder’s Equity (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Schedule of Stock Options Activity | The following table summarizes the stock option activity for the nine months ended September 30, 2023: Schedule of Stock Options Activity Number of Shares Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term (Years) Aggregate Intrinsic Value Outstanding at December 31, 2022 69,217 $ 3.06 7.08 $ 117,669 Granted 438,500 $ 4.41 - $ - Exercised - $ - - $ - Forfeited / canceled - $ - - $ - Outstanding at September 30, 2023 507,717 $ 4.23 9.17 $ 102,441 Vested at September 30, 2023 215,623 $ 3.97 8.64 $ 52,644 | The following tables summarizes the stock options (post reverse stock split) activity for the years ended December 31, 2022 and 2021: Schedule of Stock Options Activity Granted and outstanding, December 31, 2020 884,821 Granted during 2021 29,286 Exercised - Forfeited - Expired during 2021 (445,536 ) Granted and outstanding, December 31, 2021 468,571 Granted during 2022 - Exercised - Forfeited (399,354 ) Expired during 2022 - Granted and outstanding, December 31, 2022 69,217 |
Schedule of Vested and Outstanding Options | Schedule of Vested and Outstanding Options Options Intrinsic Value of Vested Options Weight Averaged exercise Price Vested and outstanding, December 31, 2020 104,795 12,706 3.36 Granted and vested during 2021 1,310 157 2.66 Exercised - - - Forfeited - - - Expired (66,524 ) (7,922 ) (3.36 ) Vested and outstanding, December 31, 2021 39,581 4,941 3.36 Granted and vested during 2022 16,661 2,010 2.73 Exercised - - - Forfeited - - - Expired - - - Vested and outstanding, December 31, 2022 56,242 6,951 3.15 | |
Schedule of Black Scholes Option Pricing Model | The fair value of options granted in the nine months ended September 30, 2023 were estimated using the Black-Scholes option pricing model based on the assumptions in the table below: Schedule of Black Scholes Option Pricing Model 2023 Expected dividend yield 0% Expected volatility 87 92% Risk-free interest rate 3.4 4.1 Expected life (in years) 5.0 6.0 | Schedule of Black Scholes Option Pricing Model December 31, 2022 December 31, 2021 Fair Value of Common Stock on measurement date $ 4.76 $ 0.308 Risk free interest rate From 0.79 3.01 % From 1.26 1.33 % Volatility 89 % 93 % Dividend Yield 0 % 0 % Expected Term 4 10 10 |
Schedule of Stock Warrant Activity | The following tables summarize the warrant activity (post reverse stock split) for the year ended December 31, 2022 and 2021, Schedule of Stock Warrant Activity Warrants Granted and outstanding, December 31, 2020 495,714 Granted during 2021 431,659 Exercised - Forfeited - Expired during 2021 - Granted and outstanding, December 31, 2021 927,373 Granted during 2022 123,660 Exercised - Forfeited (298,088 ) Expired during 2022 - Granted and outstanding, December 31, 2022 752,945 | |
Schedule of Vested And Outstanding Warrants | Schedule of Vested And Outstanding Warrants Warrants Intrinsic Value of Warrants Weight Averaged exercise Price Vested and outstanding, December 31, 2020 479,940 127,480 0.98 Granted and Vested 2021 137,552 22,208 3.15 Exercised - - - Forfeited - - - Expired - - - Vested and outstanding, December 31, 2021 617,492 149,688 2.80 Granted and Vested 2022 174,105 337,263 3.15 Exercised - - - Forfeited (94,665 ) (12,980 ) - Expired - - - Vested and outstanding, December 31, 2022 696,932 473,971 1.96 | |
Schedule of Outstanding Warrants | The following table provides details over the Company’s outstanding warrants as of September 30, 2023: Schedule of Outstanding Warrants Exercise Price Expiration Number of Warrants $ 0.0007 2030 274,286 $ 2.10 2.66 2026 2032 460,445 $ 3.36 4.27 2028 2029 115,277 $ 6.51 7.80 2026 2032 1,484,929 $ 8.125 2027 2028 1,461,227 3,796,164 | The following table provides details over the Company’s outstanding warrants as of September 30, 2023: Schedule of Outstanding Warrants Exercise Price Expiration Number of Warrants $ 0.0007 2030 274,286 $ 2.10 2.66 2026 2032 460,445 $ 3.36 4.27 2028 2029 115,277 $ 6.51 7.80 2026 2032 1,484,929 $ 8.125 2027 2028 1,461,227 3,796,164 |
Warrant [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Schedule of Black Scholes Option Pricing Model | Schedule of Black Scholes Option Pricing Model December 31, 2022 December 31, 2021 Fair Value of Common Stock on measurement date $ 4.76 $ 0.308 Risk free interest rate From 1.86 1.97 % From 0.78 1.63 % Volatility 89 % 93 % Dividend Yield 0 % 0 % Expected Term 10 5 10 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of Deferred Taxes | The Company’s deferred taxes as of December 31, 2022 and 2021 consist of the following: Schedule of Deferred Taxes 2022 2021 Non-Current deferred tax asset: Net operating loss carryforwards $ 924,000 $ 339,000 Valuation allowance (924,000 ) (339,000 ) Net non-current deferred tax asset $ — $ — |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Feb. 13, 2023 | Feb. 28, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
First service revenue | $ 65,000 | $ 65,000 | $ 10,000 | |||||
Unearned revenue | 32,000 | 10,000 | ||||||
Cash balances | 57,670 | 10,014 | ||||||
Allowance for doubtful accounts | 0 | 0 | ||||||
Cost of services | $ 5,200 | $ 5,200 | $ 800 | |||||
Royalty percent | 8% | |||||||
Number of options | 753,174 | 927,373 | ||||||
Reverse stock split | 1-for-7 reverse stock split | |||||||
IPO [Member] | ||||||||
Reverse stock split | completed a 1-for-7 reverse split of our common stock. | |||||||
Common Stock [Member] | ||||||||
Number of options | 507,717 | 484,525 | 56,242 | 486,571 | ||||
Common Stock [Member] | IPO [Member] | ||||||||
Reverse stock split | completed a 1-for-7 reverse split of our common stock. |
Property and Equipment (Details
Property and Equipment (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | ||||
Payment to acquire equiment | $ 8,744 | $ 8,744 | ||
Accumulated depreciation | 1,045 | |||
Property and equipment net | 6,406 | 7,699 | ||
Depreciation | $ 1,293 | $ 604 | $ 1,045 |
Accounts Payable and Accrued _2
Accounts Payable and Accrued Expenses (Details Narrative) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Payables and Accruals [Abstract] | ||
Accounts payable and accrued expenses | $ 1,526,981 | $ 422,817 |
Notes Payable (Details Narrativ
Notes Payable (Details Narrative) - USD ($) | 1 Months Ended | 9 Months Ended | |||
Feb. 28, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | Jan. 31, 2023 | May 05, 2020 | |
Short-Term Debt [Line Items] | |||||
Repayments in installments | $ 319,950 | ||||
Short-Term Debt [Member] | |||||
Short-Term Debt [Line Items] | |||||
Notes payable | $ 697,534 | $ 100,000 | |||
Accrued interest | 6.50% | 9% | |||
Original issuance discount rate | 20% | ||||
Repayments in installments | $ 71,485 | ||||
Outstanding balance | 213,290 | ||||
Prepaid expenses | $ 307,735 | ||||
SBA PPP Loan [Member] | |||||
Short-Term Debt [Line Items] | |||||
Notes payable | $ 9,917 | ||||
Accrued interest | 1% |
Notes Payable Related Party (De
Notes Payable Related Party (Details Narrative) - USD ($) | 1 Months Ended | |||||
Dec. 13, 2021 | Nov. 19, 2021 | Jun. 15, 2021 | Dec. 31, 2021 | Sep. 30, 2023 | Dec. 31, 2022 | |
Notes Payable Related Party | ||||||
Short term loan | $ 10,000 | $ 5,000 | $ 34,000 | $ 213,290 | ||
Accruing interest rate | 5% | 5% | 5% | 5% | ||
Interest rate | 1% | 1% | 1% | 1% | ||
Short term loan | $ 49,000 |
Schedule of Convertible Debt (D
Schedule of Convertible Debt (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | ||
Short-Term Debt [Line Items] | |||
Original Issue Discount | $ 0 | $ 12,962 | |
Convertible Debt One [Member] | Wallach Beth [Member] | |||
Short-Term Debt [Line Items] | |||
Purchase Price | 250,000 | ||
Principal Balance | 277,778 | ||
Original Issue Discount | 27,778 | ||
Accrued Interest | $ 17,083 | ||
Note Date | Apr. 28, 2022 | ||
Convertible Debt Two [Member] | Wallach Beth [Member] | |||
Short-Term Debt [Line Items] | |||
Purchase Price | $ 250,000 | ||
Principal Balance | 277,778 | ||
Original Issue Discount | 27,778 | ||
Accrued Interest | $ 17,083 | ||
Note Date | Apr. 28, 2022 | ||
Convertible Debt Three [Member] | Wallach Beth [Member] | |||
Short-Term Debt [Line Items] | |||
Purchase Price | $ 250,000 | ||
Principal Balance | 277,778 | ||
Original Issue Discount | 27,778 | ||
Accrued Interest | $ 17,083 | ||
Note Date | Apr. 28, 2022 | ||
Convertible Debt Four [Member] | Wallach Beth [Member] | |||
Short-Term Debt [Line Items] | |||
Purchase Price | $ 25,000 | ||
Principal Balance | 27,778 | ||
Original Issue Discount | 2,778 | ||
Accrued Interest | $ 1,708 | ||
Note Date | Apr. 28, 2022 | ||
Convertible Debt Five [Member] | Wallach Beth [Member] | |||
Short-Term Debt [Line Items] | |||
Purchase Price | $ 28,000 | ||
Principal Balance | 31,111 | ||
Original Issue Discount | 3,111 | ||
Accrued Interest | $ 1,913 | ||
Note Date | Apr. 28, 2022 | ||
Convertible Debt Six [Member] | Wallach Beth [Member] | |||
Short-Term Debt [Line Items] | |||
Purchase Price | $ 28,000 | ||
Principal Balance | 31,111 | ||
Original Issue Discount | 3,111 | ||
Accrued Interest | $ 1,913 | ||
Note Date | Apr. 28, 2022 | ||
Convertible Debt Seven [Member] | Wallach Beth [Member] | |||
Short-Term Debt [Line Items] | |||
Purchase Price | $ 35,000 | ||
Principal Balance | 38,889 | ||
Original Issue Discount | 3,889 | ||
Accrued Interest | $ 2,392 | ||
Note Date | Apr. 28, 2022 | ||
Convertible Debt Eight [Member] | Wallach Beth [Member] | |||
Short-Term Debt [Line Items] | |||
Purchase Price | $ 25,000 | ||
Principal Balance | 27,778 | ||
Original Issue Discount | 2,778 | ||
Accrued Interest | $ 2,301 | ||
Note Date | [1] | Dec. 20, 2021 | |
Convertible Debt Nine [Member] | Wallach Beth [Member] | |||
Short-Term Debt [Line Items] | |||
Purchase Price | $ 100,000 | ||
Principal Balance | 111,111 | ||
Original Issue Discount | 11,111 | ||
Accrued Interest | $ 7,111 | ||
Note Date | [1] | Apr. 13, 2022 | |
Convertible Debt Ten [Member] | Wallach Beth [Member] | |||
Short-Term Debt [Line Items] | |||
Purchase Price | $ 25,000 | ||
Principal Balance | 27,778 | ||
Original Issue Discount | 2,778 | ||
Accrued Interest | $ 1,088 | ||
Note Date | Sep. 09, 2022 | ||
Convertible Debt [Member] | Wallach Beth [Member] | |||
Short-Term Debt [Line Items] | |||
Purchase Price | $ 1,016,000 | ||
Principal Balance | 1,128,889 | ||
Original Issue Discount | 112,889 | ||
Accrued Interest | $ 69,675 | ||
[1]Notes sold by Company prior to the April 28, 2022 closing |
Convertible Notes Payable (Deta
Convertible Notes Payable (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||||
Feb. 28, 2023 | Apr. 28, 2022 | Dec. 20, 2021 | Aug. 31, 2021 | Aug. 19, 2021 | Aug. 09, 2021 | Mar. 27, 2020 | Sep. 30, 2022 | Apr. 30, 2022 | Aug. 31, 2021 | Dec. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | May 31, 2022 | |
Short-Term Debt [Line Items] | ||||||||||||||||
Conversion of stock, value | $ 226,138 | $ 226,138 | ||||||||||||||
Conversion of stock, shares | 205,984 | |||||||||||||||
Unamortized debt discount | $ 0 | $ 0 | 12,962 | |||||||||||||
Amortization of debt discount | 20,000 | 174,998 | 214,429 | 12,665 | ||||||||||||
Proceeds from notes payable | $ 100,000 | |||||||||||||||
Convertible Bridge Notes And Warrants [Member] | ||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||
Conversion of stock, shares | 269,513 | |||||||||||||||
Debt description | The purchasers will also be issued a warrant for each share of common stock issued upon conversion of the Note at a price equal to 110% of the IPO price or, if the Company fails to complete the IPO before October 22, 2022, 90% of the IPO price. | |||||||||||||||
Convertible Loan Agreement [Member] | ||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||
Principal balance | $ 195,000 | $ 195,000 | $ 195,000 | |||||||||||||
Interest rate | 9% | 9% | 9% | 9% | ||||||||||||
Maturity date | Feb. 19, 2022 | Feb. 09, 2022 | Feb. 09, 2022 | |||||||||||||
Conversion of stock, shares | 21,747 | 6,939 | ||||||||||||||
Principal balance | $ 123,000 | $ 123,000 | 72,000 | |||||||||||||
Original issuance discount rate | 5% | 5% | 5% | |||||||||||||
Number of warrants | 99,000 | 355,114 | 99,900 | 195,000 | 195,000 | 195,000 | 225,000 | |||||||||
Exercise price | $ 1 | $ 1 | $ 1 | $ 1 | $ 1 | $ 2.50 | ||||||||||
Warrants term | 5 years | 5 years | 5 years | 5 years | ||||||||||||
Unamortized debt discount | $ 6,150 | $ 6,150 | ||||||||||||||
Accrued interest | 35,078 | 35,078 | ||||||||||||||
Proceeds from notes payable | 123,000 | $ 72,000 | ||||||||||||||
Conversion discount rate | 20% | |||||||||||||||
Convertible Loan Agreement [Member] | August 2021 [Member] | ||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||
Principal balance | 195,000 | 195,000 | ||||||||||||||
New Agreement [Member] | ||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||
Principal balance | 195,000 | 195,000 | ||||||||||||||
Number of warrants | 225,000 | |||||||||||||||
Exercise price | $ 2.50 | |||||||||||||||
Unamortized debt discount | 0 | 0 | ||||||||||||||
Accrued interest | 35,078 | 35,078 | ||||||||||||||
Amortization of debt discount | 8,393 | |||||||||||||||
Warrant expenses | $ 64,978 | |||||||||||||||
Loan Agreement [Member] | ||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||
Interest rate | 6% | |||||||||||||||
Maturity date | Dec. 19, 2022 | |||||||||||||||
Principal balance | $ 25,000 | |||||||||||||||
Original issuance discount rate | 10% | 10% | ||||||||||||||
Accrued interest | $ 2,301 | $ 2,301 | ||||||||||||||
Prncipal balance increase | 2,778 | |||||||||||||||
Proceeds from notes payable | $ 25,000 | $ 1,000,000 | ||||||||||||||
Maryland Technology Development Corporation [Member] | Convertible Loan Agreement [Member] | ||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||
Principal balance | $ 200,000 | |||||||||||||||
Interest rate | 6% | |||||||||||||||
Maturity date | Sep. 27, 2021 | |||||||||||||||
Conversion of stock, value | $ 226,138 | |||||||||||||||
Conversion of stock, shares | 205,984 | |||||||||||||||
Fully diluted equity | $ 5,000,000 | |||||||||||||||
Wallach Beth [Member] | ||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||
Fees expense | $ 91,560 | |||||||||||||||
Wallach Beth [Member] | Convertible Bridge Notes And Warrants [Member] | ||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||
Principal balance | $ 27,779 | $ 27,779 | ||||||||||||||
Maturity date | Oct. 31, 2022 | |||||||||||||||
Original issuance discount rate | 10% | 10% | ||||||||||||||
Exercise price | $ 4.27 | $ 4.27 | $ 4.27 | $ 4.27 | ||||||||||||
Proceeds from notes payable | $ 775,000 | $ 25,000 | ||||||||||||||
Fees expense | 91,000 | |||||||||||||||
Sale of stock value | $ 100,000 | |||||||||||||||
Conversion discount rate | 20% | |||||||||||||||
Debt description | The agreement provided for the warrants to be exercisable for a period of five years from issuance at an exercise price equal to 110% of the IPO price or, if the Company failed to complete the IPO before October 22, 2022, 90% of the IPO price. | |||||||||||||||
Maturity date extended | Dec. 31, 2022 | |||||||||||||||
Conversion value | $ 25,000,000 | $ 25,000,000 | ||||||||||||||
Conversion price | $ 4.27 | $ 4.27 |
Convertible Notes Payable Rel_2
Convertible Notes Payable Related Party (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | ||||||||
Feb. 28, 2023 | Dec. 20, 2021 | Aug. 31, 2021 | Aug. 19, 2021 | Aug. 09, 2021 | Aug. 31, 2021 | Dec. 31, 2022 | May 31, 2022 | Dec. 31, 2021 | Jul. 08, 2021 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||
Conversion of stock, shares | 205,984 | |||||||||
Simple Agreement for Future Equity [Member] | ||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||
Convertible notes payable related party | $ 150,000 | $ 150,000 | $ 150,000 | |||||||
Interest rate | 6% | 6% | 0% | |||||||
Conversion of stock, shares | 32,967 | |||||||||
Loss on the conversion | $ 63,626 | |||||||||
Simple Agreement for Future Equity [Member] | Related Party [Member] | ||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||
Notes payable | $ 150,000 | |||||||||
Convertible Loan Agreement [Member] | ||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||
Convertible notes payable related party | $ 99,900 | |||||||||
Interest rate | 9% | 9% | 9% | 9% | ||||||
Original issuance discount rate | 5% | 5% | 5% | |||||||
Number of warrant shares | 99,000 | 355,114 | 99,900 | 195,000 | 195,000 | 225,000 | ||||
Warrant exercise price per share | $ 1 | $ 1 | $ 1 | $ 1 | $ 2.50 | |||||
Warrants term | 5 years | 5 years | 5 years | |||||||
Maturity date | Feb. 19, 2022 | Feb. 09, 2022 | Feb. 09, 2022 | |||||||
Principal amount | $ 123,000 | $ 72,000 | ||||||||
Accrued interest | 35,078 | |||||||||
Conversion of stock, shares | 21,747 | 6,939 | ||||||||
Loss on the conversion | $ 29,333 | |||||||||
New Loan Agreement [Member] | ||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||
Number of warrant shares | 115,185 | |||||||||
Warrant exercise price per share | $ 2.50 | |||||||||
Principal amount | 99,900 | |||||||||
Repayments of debt | 4,950 | |||||||||
Accrued interest | $ 12,463.53 |
Related Party (Details Narrativ
Related Party (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Feb. 28, 2023 | Sep. 30, 2023 | Jun. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||||||||
Accrued salaries | $ 566,916 | $ 285,666 | ||||||
Accrued consulting fees | 90,000 | |||||||
Number of shares issued for services | 7,692 | 436,533 | 29,286 | |||||
Stock-based compensation related to outstanding stock options | $ 936,000 | $ 936,000 | 1,803 | |||||
Original life | 8 years 7 months 20 days | |||||||
Stock-based compensation | $ 511,177 | $ 290,876 | $ 340,152 | $ 98,951 | ||||
Share-Based Payment Arrangement, Option [Member] | ||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||||||||
Number of shares issued for services | 29,286 | |||||||
Original life | 10 years | |||||||
Stock-based compensation | $ 430 | $ 450 | $ 1,290 | $ 1,350 | ||||
Chief Financial Officer [Member] | ||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||||||||
Number of shares issued | 57,143 | |||||||
Number of shares issued for services | 75,000 |
Schedule of Stock Options Activ
Schedule of Stock Options Activity (Details) - USD ($) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Equity [Abstract] | ||||
Number of Shares, Outstanding at Beginning | 69,217 | 468,571 | 884,821 | |
Number of Shares, Granted | 438,500 | 29,286 | ||
Number of Shares, Exercised | ||||
Forfeited | (399,354) | |||
Expired | (445,536) | |||
Number of Shares, Outstanding at Ending | 507,717 | 69,217 | 468,571 | |
Weighted-Average Exercise Price, Outstanding at Beginning | $ 3.06 | |||
Weighted-Average Remaining Contractual Term (Years), Outstanding | 9 years 2 months 1 day | 7 years 29 days | ||
Aggregate Intrinsic Value, Outstanding at Beginning | $ 117,669 | |||
Weighted-Average Exercise Price, Granted | $ 4.41 | |||
Aggregate Intrinsic Value, Granted | ||||
Weighted-Average Exercise Price, Exercised | ||||
Aggregate Intrinsic Value, Exercised | ||||
Number of Shares, Forfeited / canceled | 399,354 | |||
Weighted-Average Exercise Price, Forfeited / canceled | ||||
Aggregate Intrinsic Value, Forfeited / canceled | ||||
Weighted-Average Exercise Price, Outstanding at Ending | $ 4.23 | $ 3.06 | ||
Aggregate Intrinsic Value, Outstanding at Ending | $ 102,441 | $ 117,669 | ||
Number of Shares, Vested at Ending | 215,623 | 56,242 | 39,581 | 104,795 |
Weighted-Average Exercise Price, Vested at Ending | $ 3.97 | $ 3.15 | $ 3.36 | $ 3.36 |
Weighted-Average Remaining Contractual Term (Years), Vested at Ending | 8 years 7 months 20 days | |||
Aggregate Intrinsic Value, Vested at Ending | $ 52,644 | $ 6,951 | $ 4,941 | $ 12,706 |
Schedule of Vested and Outstand
Schedule of Vested and Outstanding Options (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Equity [Abstract] | ||
Beginning value, Options | 39,581 | 104,795 |
Beginning value, Intrinsic Value of Vested Options | $ 4,941 | $ 12,706 |
Weight Averaged exercise Price, beginning value | $ 3.36 | $ 3.36 |
Options Granted | 16,661 | 1,310 |
Intrinsic Value of Vested Options, Granted | $ 2,010 | $ 157 |
Weight Averaged exercise Price, Granted | $ 2.73 | $ 2.66 |
Options Exercised | ||
Intrinsic Value of Vested Options, Exercised | ||
Weight Averaged exercise Price, Exercised | ||
Options Forfeited | ||
Intrinsic Value of Vested Options, Forfeited | ||
Weight Averaged exercise Price, Forfeited | ||
Options Expired | (66,524) | |
Intrinsic Value of Vested Options, Expired | $ (7,922) | |
Weight Averaged exercise Price, Expired | $ (3.36) | |
Ending value, Options | 56,242 | 39,581 |
Intrinsic Value of Vested Options, Intrinsic value | $ 6,951 | $ 4,941 |
Weight Averaged exercise Price, Ending balance value | $ 3.15 | $ 3.36 |
Schedule of Black Scholes Optio
Schedule of Black Scholes Option Pricing Model (Details) - $ / shares | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Fair Value of Common Stock on measurement date | $ 4.76 | $ 0.308 | |
Risk-free interest rate, minimum | 3.40% | 0.79% | 1.26% |
Risk-free interest rate, maximum | 4.10% | 3.01% | 1.33% |
Volatility | 89% | 93% | |
Expected dividend yield | 0% | 0% | 0% |
Expected life (in years) | 10 years | ||
Expected volatility, minimum | 87% | ||
Expected volatility, maximum | 92% | ||
Warrant [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Fair Value of Common Stock on measurement date | $ 4.76 | $ 0.308 | |
Risk-free interest rate, minimum | 1.86% | 0.78% | |
Risk-free interest rate, maximum | 1.97% | 1.63% | |
Volatility | 89% | 93% | |
Expected dividend yield | 0% | 0% | |
Expected life (in years) | 10 years | ||
Minimum [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Expected life (in years) | 5 years | 4 years | |
Minimum [Member] | Warrant [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Expected life (in years) | 5 years | ||
Maximum [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Expected life (in years) | 6 years | 10 years | |
Maximum [Member] | Warrant [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Expected life (in years) | 10 years |
Schedule of Stock Warrant Activ
Schedule of Stock Warrant Activity (Details) - Warrant [Member] - shares | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||
Beginning balance | 752,945 | 927,373 | 927,373 | 495,714 | ||
Granted | 3,195,906 | 56,623 | 123,660 | 431,659 | ||
Exercised | 436,533 | |||||
Forfeited | (200,000) | (298,088) | ||||
Expired | ||||||
Ending balance | 752,945 | 927,373 |
Schedule of Vested And Outsta_2
Schedule of Vested And Outstanding Warrants (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Beginning value, Intrinsic Value of Vested Options | $ 4,941 | $ 12,706 |
Weight Averaged exercise Price, beginning value | $ 3.36 | $ 3.36 |
Intrinsic Value of Vested Options, Intrinsic value | $ 6,951 | $ 4,941 |
Weight Averaged exercise Price, Ending balance value | $ 3.15 | $ 3.36 |
Warrant [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Beginning balance | 617,492 | 479,940 |
Beginning value, Intrinsic Value of Vested Options | $ 149,688 | $ 127,480 |
Weight Averaged exercise Price, beginning value | $ 2.80 | $ 0.98 |
Warrants Granted | 174,105 | 137,552 |
Intrinsic Value of Vested Warrants, Granted | $ 337,263 | $ 22,208 |
Weight Averaged exercise Price, Granted | $ 3.15 | $ 3.15 |
Warrants, Exercised | ||
Intrinsic Value of Vested Warrants, Exercised | ||
Weight Averaged exercise Price, Exercised | ||
Warrants Forfeited | (94,665) | |
Intrinsic Value of Vested Warrants, Forfeited | $ (12,980) | |
Weight Averaged exercise Price, Forfeited | ||
Warrants, Expired | ||
Intrinsic Value of Vested Warrants, Expired | ||
Weight Averaged exercise Price, Expired | ||
Ending balance value | 696,932 | 617,492 |
Intrinsic Value of Vested Options, Intrinsic value | $ 473,971 | $ 149,688 |
Weight Averaged exercise Price, Ending balance value | $ 1.96 | $ 2.80 |
Schedule of Outstanding Warrant
Schedule of Outstanding Warrants (Details) | 9 Months Ended |
Sep. 30, 2023 $ / shares shares | |
Class of Warrant or Right [Line Items] | |
Number of Warrants | shares | 3,796,164 |
Exercise Price [Member] | |
Class of Warrant or Right [Line Items] | |
Exercise Price | $ 0.0007 |
Expiration Period | 2030 |
Number of Warrants | shares | 274,286 |
Exercise Price One [Member] | |
Class of Warrant or Right [Line Items] | |
Number of Warrants | shares | 460,445 |
Exercise Price One [Member] | Minimum [Member] | |
Class of Warrant or Right [Line Items] | |
Exercise Price | $ 2.10 |
Expiration Period | 2026 |
Exercise Price One [Member] | Maximum [Member] | |
Class of Warrant or Right [Line Items] | |
Exercise Price | $ 2.66 |
Expiration Period | 2032 |
Exercise Price Two [Member] | |
Class of Warrant or Right [Line Items] | |
Number of Warrants | shares | 115,277 |
Exercise Price Two [Member] | Minimum [Member] | |
Class of Warrant or Right [Line Items] | |
Exercise Price | $ 3.36 |
Expiration Period | 2028 |
Exercise Price Two [Member] | Maximum [Member] | |
Class of Warrant or Right [Line Items] | |
Exercise Price | $ 4.27 |
Expiration Period | 2029 |
Exercise Price Three [Member] | |
Class of Warrant or Right [Line Items] | |
Number of Warrants | shares | 1,484,929 |
Exercise Price Three [Member] | Minimum [Member] | |
Class of Warrant or Right [Line Items] | |
Exercise Price | $ 6.51 |
Expiration Period | 2026 |
Exercise Price Three [Member] | Maximum [Member] | |
Class of Warrant or Right [Line Items] | |
Exercise Price | $ 7.80 |
Expiration Period | 2032 |
Exercise Price Four [Member] | |
Class of Warrant or Right [Line Items] | |
Exercise Price | $ 8.125 |
Number of Warrants | shares | 1,461,227 |
Exercise Price Four [Member] | Minimum [Member] | |
Class of Warrant or Right [Line Items] | |
Expiration Period | 2027 |
Exercise Price Four [Member] | Maximum [Member] | |
Class of Warrant or Right [Line Items] | |
Expiration Period | 2028 |
Stockholder_s Equity (Details N
Stockholder’s Equity (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||||||||
Feb. 28, 2023 | Feb. 13, 2023 | Nov. 30, 2022 | Oct. 05, 2022 | Feb. 28, 2023 | Nov. 30, 2022 | Jun. 30, 2022 | Jun. 30, 2020 | 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 | May 31, 2022 | Dec. 31, 2020 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | 10,000,000 | |||||||||||||||||
Preferred stock, par or stated value per share | $ 0.00001 | $ 0.00001 | $ 0.00001 | |||||||||||||||||
Preferred stock, shares issued | 0 | |||||||||||||||||||
Number of common stock | 10 | 10 | ||||||||||||||||||
Preferred stock value | $ 1 | $ 1 | $ 1 | |||||||||||||||||
Stock split, description | BullFrog AI Holdings, Inc. acquired BullFrog AI, Inc. via a 1:1 share exchange. Immediately prior to the share exchange, each authorized common share of BullFrog AI, Inc. was split into 25 shares of common stock | |||||||||||||||||||
Common stock, shares authorized | 100,000,000 | 100,000,000 | 100,000,000 | 100,000,000 | ||||||||||||||||
Common stock, par or stated value per share | $ 0.00001 | $ 0.00001 | $ 0.00001 | $ 0.00001 | ||||||||||||||||
Conversion of convertibe notes value | $ 1,535,615 | $ 226,138 | $ 226,138 | |||||||||||||||||
Shares issued value | $ 1,494,658 | $ 189,828 | ||||||||||||||||||
Common stock, shares outstanding | 6,094,644 | 6,094,644 | 4,021,935 | 4,622,789 | ||||||||||||||||
Reverse stock split | 1-for-7 reverse stock split | |||||||||||||||||||
Number of options forfeitures | 399,354 | |||||||||||||||||||
Share based compensation granted | 438,500 | 29,286 | ||||||||||||||||||
Original life | 9 years 2 months 1 day | 7 years 29 days | ||||||||||||||||||
Share-based payment arrangement, expensed and capitalized, amount | $ 511,177 | $ 290,876 | $ 340,152 | $ 98,951 | ||||||||||||||||
Option vested shares | 16,661 | 1,310 | ||||||||||||||||||
Option vested expired shares | (66,524) | |||||||||||||||||||
Weighted average remaining contractual term | 8 years 7 months 20 days | |||||||||||||||||||
Warrant shares | 92,859 | 92,859 | ||||||||||||||||||
Warrants shares, outstanding | 3,796,164 | 3,796,164 | ||||||||||||||||||
Conversion of stock, shares | 205,984 | |||||||||||||||||||
Conversion of convertible notes value | 226,138 | $ 226,138 | ||||||||||||||||||
Shares, issued for services | 7,692 | 436,533 | 29,286 | |||||||||||||||||
Value, issued for services | $ 50,000 | $ 50,000 | ||||||||||||||||||
Proceeds from exercise of warrant | $ 1,494,658 | $ 1,494,658 | ||||||||||||||||||
Number of options | 753,174 | 927,373 | ||||||||||||||||||
Weighted-average grant-date fair value of options granted | $ 3.20 | |||||||||||||||||||
Compensation expense related to stock options | $ 116,410 | $ 51,536 | $ 475,465 | $ 290,876 | ||||||||||||||||
Unrecognized compensation expense | $ 936,000 | $ 936,000 | $ 1,803 | |||||||||||||||||
Weighted-average period | 2 years 1 month 6 days | |||||||||||||||||||
Weighted average period term | 4 months 24 days | |||||||||||||||||||
Tradeable Warrants [Member] | ||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||
Exercise price | $ 7.80 | $ 7.80 | ||||||||||||||||||
Sale of stock, description | Each Unit consisted of one share of the Company’s common stock, one tradeable warrant (each, a “Tradeable Warrant,” collectively, the “Tradeable Warrants”) to purchase one share of common stock at an exercise price of $7.80 per share | |||||||||||||||||||
Non-Tradeable Warrants [Member] | ||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||
Exercise price | 8.125 | $ 8.125 | ||||||||||||||||||
Sale of stock, description | non-tradeable warrant (each, a “Non-tradeable Warrant,” collectively, the “Non-tradeable Warrants”; together with the Tradeable Warrants, each, a “Warrant,” collectively, the “Warrants”) to purchase one share of the Company’s common stock at an exercise price of $8.125. | |||||||||||||||||||
IPO [Member] | ||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||
Reverse stock split | completed a 1-for-7 reverse split of our common stock. | |||||||||||||||||||
Warrant shares | 276,289 | 276,289 | ||||||||||||||||||
Conversion of stock, shares | 276,289 | 331,166 | ||||||||||||||||||
Conversion of convertible notes value | $ 25,000,000 | |||||||||||||||||||
Additional shares issued | 1,297,318 | |||||||||||||||||||
Issue price per share | $ 6.50 | $ 6.50 | ||||||||||||||||||
Gross proceeds | $ 8,400,000 | |||||||||||||||||||
Equity Option [Member] | ||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||
Number of options forfeitures | 399,354 | |||||||||||||||||||
Share based compensation granted | 29,286 | |||||||||||||||||||
Original life | 10 years | |||||||||||||||||||
Award period | 48 months | |||||||||||||||||||
Warrants shares vested | 1,310 | |||||||||||||||||||
Share-based payment arrangement, expensed and capitalized, amount | 2,010 | $ 157 | ||||||||||||||||||
Share-based payment arrangement, expensed and capitalized, amount | $ 16,601 | |||||||||||||||||||
Option vested shares | 16,661 | 1,310 | ||||||||||||||||||
Option vested expired shares | 66,524 | |||||||||||||||||||
Weighted average remaining contractual term | 7 years 29 days | 7 years 4 months 17 days | ||||||||||||||||||
Fair value of warrants | $ 6,951 | $ 4,941 | ||||||||||||||||||
Series A Convertible Preferred Stock [Member] | ||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||
Preferred stock, shares authorized | 5,500,000 | 5,500,000 | 5,500,000 | |||||||||||||||||
Preferred stock, par or stated value per share | $ 0.00001 | $ 0.00001 | $ 0.00001 | |||||||||||||||||
Preferred stock, shares issued | 73,449 | 73,449 | 73,449 | |||||||||||||||||
Series A Preferred Stock [Member] | ||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||
Preferred stock, shares authorized | 5,500,000 | 5,500,000 | ||||||||||||||||||
Preferred stock, par or stated value per share | $ 0.00001 | $ 0.00001 | ||||||||||||||||||
Preferred stock, shares issued | 73,449 | 0 | ||||||||||||||||||
Preferred stock value | $ 315,000 | |||||||||||||||||||
Note Holder [Member] | ||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||
Conversion of convertible securities, shares | 205,984 | |||||||||||||||||||
Exchange Agreement [Member] | Series A Preferred Stock [Member] | ||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||
Conversion of convertible securities, shares | 734,429 | |||||||||||||||||||
Exchange Agreement [Member] | Investor [Member] | Series A Convertible Preferred Stock [Member] | ||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||
Conversion of convertible securities, shares | 73,449 | |||||||||||||||||||
Prior Agreements And New Agreements [Member] | ||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||
Shares cancelled | 112,225 | |||||||||||||||||||
Twenty Twenty Two Equity Incentive Plan [Member] | ||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||
Award period | 10 years | |||||||||||||||||||
Award authorized under the plan | 900,000 | 900,000 | 461,500 | 461,500 | ||||||||||||||||
Increased payment award, percentage | 15% | |||||||||||||||||||
Common Stock [Member] | ||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||
Conversion of convertible securities, shares | 331,166 | 205,984 | 205,984 | |||||||||||||||||
Conversion of convertibe notes value | $ 3 | $ 2 | $ 2 | |||||||||||||||||
Shares cancelled | 112,225 | |||||||||||||||||||
Number of shares issued | 1,297,318 | |||||||||||||||||||
Shares issued value | $ 4 | |||||||||||||||||||
Shares cancelled | 112,225 | |||||||||||||||||||
Shares, issued for services | 7,692 | |||||||||||||||||||
Value, issued for services | $ 1 | |||||||||||||||||||
Number of options | 507,717 | 484,525 | 56,242 | 486,571 | ||||||||||||||||
Common Stock [Member] | IPO [Member] | ||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||
Reverse stock split | completed a 1-for-7 reverse split of our common stock. | |||||||||||||||||||
Common Stock [Member] | Exchange Agreement [Member] | Investor [Member] | ||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||
Conversion of convertible securities, shares | 734,492 | |||||||||||||||||||
Common Stock [Member] | License Agreement [Member] | ||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||
Number of shares issued | 38,879 | |||||||||||||||||||
Shares issued value | $ 189,828 | |||||||||||||||||||
Warrant [Member] | ||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||
Warrants shares vested | 22,939 | 174,105 | 0 | |||||||||||||||||
Weighted average remaining contractual term | 7 years 1 month 17 days | 7 years 8 months 23 days | ||||||||||||||||||
Fair value of warrants | $ 324,283 | $ 149,688 | ||||||||||||||||||
Share based compensation granted | 3,195,906 | 56,623 | 123,660 | 431,659 | ||||||||||||||||
Contractual life and vesting period, description | The warrants have an original life of ten years and vest immediately and over 12 months. | The warrants have an original life of four to ten years and vest immediately and over 12 months. | The warrants have an original life of ten years and vest at different rates over as much as 36 months. | |||||||||||||||||
Intrinsic value | $ 35,712 | $ 337,269 | ||||||||||||||||||
Warrant shares | 51,941 | 138,929 | ||||||||||||||||||
Warrants reclassified with intrinsic value | $ 11,097 | |||||||||||||||||||
Warrant shares, forfeited | 42,057 | 99,000 | ||||||||||||||||||
Fair value of warrants | $ 11,097 | $ 11,097 | $ 28,683 | |||||||||||||||||
Warrant shares forfeiture | 200,000 | 298,088 | ||||||||||||||||||
Warrant shares | 50,735 | 50,735 | ||||||||||||||||||
Exercise price | $ 1 | |||||||||||||||||||
Warrants shares, outstanding | 752,945 | 927,516 | ||||||||||||||||||
Vested shares | 696,932 | 617,492 | 479,940 | |||||||||||||||||
Intrinsic value | $ 337,263 | $ 22,208 | ||||||||||||||||||
Warrant exercised | 436,533 | |||||||||||||||||||
Number of options | 3,796,164 | 5,270,617 | ||||||||||||||||||
Warrant shares, forfeited | $ 1,883 | |||||||||||||||||||
Compensation expense | $ 5,050 | $ 51,086 | $ 35,712 | $ 289,317 | ||||||||||||||||
Warrant [Member] | IPO [Member] | ||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||
Additional shares issued | 276,452 | |||||||||||||||||||
Issue price per share | $ 4.27 | $ 4.27 | ||||||||||||||||||
Weighted average period term | 5 years | |||||||||||||||||||
Warrant [Member] | Underwriters [Member] | ||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||
Additional shares issued | 18,000 | |||||||||||||||||||
Issue price per share | $ 8.125 | 8.125 | ||||||||||||||||||
Weighted average period term | 4 years | |||||||||||||||||||
Warrant [Member] | Advisors [Member] | ||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||
Share based compensation granted | 200,000 | |||||||||||||||||||
Contractual life and vesting period, description | The warrants have an original life of five years and vest 30 days before the intended IPO | |||||||||||||||||||
Fair value of warrants | $ 12,462 | |||||||||||||||||||
Warrant [Member] | Convertible Bridge Debt Agreements [Member] | ||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||
Warrant shares | 92,859 | |||||||||||||||||||
Fair value of warrants | $ 12,980 | |||||||||||||||||||
Warrants and rights outstanding term | 5 years | |||||||||||||||||||
Warrant [Member] | New Agreements [Member] | ||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||
Warrant shares | 115,185 | |||||||||||||||||||
Fair value of warrants | $ 15,412 | |||||||||||||||||||
Exercise price | $ 2.50 | |||||||||||||||||||
Warrant One [Member] | ||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||
Warrant shares, forfeited | 195,000 | |||||||||||||||||||
Warrant One [Member] | New Agreements [Member] | ||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||
Warrant shares | 225,000 | |||||||||||||||||||
Fair value of warrants | $ 64,978 | |||||||||||||||||||
Exercise price | $ 2.50 | |||||||||||||||||||
Tradable Warrant [Member] | IPO [Member] | ||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||
Additional shares issued | 1,297,318 | |||||||||||||||||||
Issue price per share | $ 7.80 | 7.80 | ||||||||||||||||||
Weighted average period term | 5 years | |||||||||||||||||||
Tradable Warrant [Member] | Over-Allotment Option [Member] | ||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||
Additional shares issued | 153,409 | |||||||||||||||||||
Issue price per share | $ 7.80 | 7.80 | ||||||||||||||||||
Weighted average period term | 5 years | |||||||||||||||||||
Non Tradable Warrant [Member] | IPO [Member] | ||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||
Additional shares issued | 1,297,318 | |||||||||||||||||||
Issue price per share | $ 8.125 | 8.125 | ||||||||||||||||||
Weighted average period term | 5 years | |||||||||||||||||||
Non Tradable Warrant [Member] | Over-Allotment Option [Member] | ||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||
Additional shares issued | 153,409 | |||||||||||||||||||
Issue price per share | $ 8.125 | $ 8.125 | ||||||||||||||||||
Weighted average period term | 5 years | |||||||||||||||||||
Unvested Warrants [Member] | ||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||
Unrecognized compensation expense | 6,556 |
Schedule of Deferred Taxes (Det
Schedule of Deferred Taxes (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryforwards | $ 924,000 | $ 339,000 |
Valuation allowance | (924,000) | (339,000) |
Net non-current deferred tax asset |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) | Dec. 31, 2022 USD ($) |
Income Tax Disclosure [Abstract] | |
Operating loss carry forward | $ 4,399,055 |
Material Agreements (Details Na
Material Agreements (Details Narrative) - USD ($) | 1 Months Ended | |||||||||||||
May 31, 2023 | Feb. 28, 2023 | Oct. 13, 2022 | Jul. 08, 2022 | Feb. 22, 2022 | Feb. 07, 2018 | Oct. 31, 2021 | Sep. 30, 2023 | Dec. 31, 2022 | Jan. 14, 2022 | Dec. 31, 2021 | Dec. 13, 2021 | Nov. 19, 2021 | Jun. 15, 2021 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||
Accrued royalty expenses | $ 0 | $ 0 | ||||||||||||
Fianance raised | 213,290 | $ 10,000 | $ 5,000 | $ 34,000 | ||||||||||
2023 [Member] | ||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||
Royalty payments | $ 60,000 | |||||||||||||
JHU - APL Technology License Agreement [Member] | ||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||
Warrant percent | 5% | |||||||||||||
Royalty percent | 8% | |||||||||||||
Percentage of sublicense | 50% | |||||||||||||
Maintenance fee | $ 1,500 | $ 1,500 | ||||||||||||
JHU - APL Technology License Agreement [Member] | 2022 [Member] | ||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||
Royalty payments | 20,000 | |||||||||||||
JHU - APL Technology License Agreement [Member] | 2023 [Member] | ||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||
Royalty payments | 80,000 | |||||||||||||
JHU - APL Technology License Agreement [Member] | 2024 [Member] | ||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||
Royalty payments | $ 300,000 | |||||||||||||
New License Agreement [Member] | ||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||
Royalty payments | $ 275,000 | |||||||||||||
Common stock issued | 279,159 | |||||||||||||
Accrued royalty expenses | 30,000 | |||||||||||||
New License Agreement [Member] | Maximum [Member] | ||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||
Percentage of sublicense | 50% | |||||||||||||
New License Agreement [Member] | Minimum [Member] | ||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||
Sublicense fee based on revenue | 25% | |||||||||||||
New License Agreement [Member] | Internally Development Drug Projects [Member] | ||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||
Royalty percent | 3% | |||||||||||||
New License Agreement [Member] | Other Parties [Member] | ||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||
Royalty percent | 8% | |||||||||||||
New License Agreement [Member] | 2022 [Member] | ||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||
Royalty payments | 60,000 | $ 30,000 | ||||||||||||
New License Agreement [Member] | 2023 [Member] | ||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||
Royalty payments | 75,000 | 80,000 | ||||||||||||
Accrued royalty expenses | 45,000 | |||||||||||||
New License Agreement [Member] | 2024 [Member] | ||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||
Royalty payments | $ 300,000 | |||||||||||||
New License Agreement [Member] | 2025 [Member] | ||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||
Royalty payments | 75,000 | |||||||||||||
New License Agreement [Member] | 2026 [Member] | ||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||
Royalty payments | 75,000 | |||||||||||||
New License Agreement [Member] | 2027 [Member] | ||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||
Royalty payments | $ 50,000 | |||||||||||||
George Washington University - Beta2-spectrin siRNA License Agreement [Member] | ||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||
Royalty percent | 3% | |||||||||||||
Licence initiation fee | $ 20,000 | |||||||||||||
Johns Hopkins University - Mebendazole License Agreement [Member] | ||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||
Royalty percent | 3.50% | |||||||||||||
Accrued royalty expenses | 7,500 | 242,671 | ||||||||||||
Upfront licence fee | $ 250,000 | |||||||||||||
Annual minimum royalty payment | 250,000 | |||||||||||||
License fee initial payment | $ 200,000 | 50,000 | ||||||||||||
Fianance raised | 10,000,000 | |||||||||||||
Johns Hopkins University - Mebendazole License Agreement [Member] | 2023 [Member] | ||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||
Royalty payments | 5,000 | |||||||||||||
Johns Hopkins University - Mebendazole License Agreement [Member] | 2024 [Member] | ||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||
Royalty payments | 10,000 | |||||||||||||
Johns Hopkins University - Mebendazole License Agreement [Member] | 2025 [Member] | ||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||
Royalty payments | 20,000 | |||||||||||||
Johns Hopkins University - Mebendazole License Agreement [Member] | 2026 [Member] | ||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||
Royalty payments | 30,000 | |||||||||||||
Johns Hopkins University - Mebendazole License Agreement [Member] | 2027 [Member] | ||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||
Royalty payments | $ 50,000 | |||||||||||||
Johns Hopkins University - Prodrug License Agreement [Member] | ||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||
Royalty percent | 4% | |||||||||||||
Upfront licence fee | $ 100,000 | |||||||||||||
Annual minimum royalty payment | 150,000 | |||||||||||||
Johns Hopkins University - Prodrug License Agreement [Member] | 2027 [Member] | ||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||
Royalty payments | 5,000 | |||||||||||||
Johns Hopkins University - Prodrug License Agreement [Member] | 2028 [Member] | ||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||
Royalty payments | 10,000 | |||||||||||||
Johns Hopkins University - Prodrug License Agreement [Member] | 2029 [Member] | ||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||
Royalty payments | 20,000 | |||||||||||||
Johns Hopkins University - Prodrug License Agreement [Member] | 2030 [Member] | ||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||
Royalty payments | 30,000 | |||||||||||||
Johns Hopkins University - Prodrug License Agreement [Member] | 2031 [Member] | ||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||
Royalty payments | $ 50,000 | |||||||||||||
License Agreement [Member] | ||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||
Accrued expense | $ 0 | $ 133,238 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||
Apr. 13, 2023 | Feb. 14, 2023 | Feb. 13, 2023 | Nov. 30, 2022 | Feb. 28, 2023 | Jun. 30, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Subsequent Event [Line Items] | ||||||||||
Reverse stock split | 1-for-7 reverse stock split | |||||||||
Converted common shares | 205,984 | |||||||||
Warrants exercised | 92,859 | 92,859 | ||||||||
Conversion of convertible note payable | $ 226,138 | $ 226,138 | ||||||||
Gross proceeds | $ 1,494,658 | $ 1,494,658 | ||||||||
Tradeable Warrants [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Sale of stock, description | Each Unit consisted of one share of the Company’s common stock, one tradeable warrant (each, a “Tradeable Warrant,” collectively, the “Tradeable Warrants”) to purchase one share of common stock at an exercise price of $7.80 per share | |||||||||
Exercise price | $ 7.80 | |||||||||
Non-Tradeable Warrants [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Sale of stock, description | non-tradeable warrant (each, a “Non-tradeable Warrant,” collectively, the “Non-tradeable Warrants”; together with the Tradeable Warrants, each, a “Warrant,” collectively, the “Warrants”) to purchase one share of the Company’s common stock at an exercise price of $8.125. | |||||||||
Exercise price | $ 8.125 | |||||||||
IPO [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Additional shares issued | 1,297,318 | |||||||||
Issue price per share | $ 6.50 | |||||||||
Gross proceeds | $ 8,400,000 | |||||||||
Reverse stock split | completed a 1-for-7 reverse split of our common stock. | |||||||||
Converted common shares | 276,289 | 331,166 | ||||||||
Warrants exercised | 276,289 | |||||||||
Conversion of convertible note payable | $ 25,000,000 | |||||||||
Subsequent Event [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Warrants exercised | 436,533 | |||||||||
Gross proceeds | $ 1,495,000 | |||||||||
Subsequent Event [Member] | Tradeable Warrants [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Sale of stock, description | Each Unit consists of one share of the Company’s common stock, one tradeable warrant (each, a “Tradeable Warrant,” collectively, the “Tradeable Warrants”) to purchase one share of common stock at an exercise price of $7.80 per share | |||||||||
Exercise price | $ 7.80 | |||||||||
Subsequent Event [Member] | Non-Tradeable Warrants [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Sale of stock, description | one non-tradeable warrant (each, a “Non-tradeable Warrant,” collectively, the “Non-tradeable Warrants”; together with the Tradeable Warrants, each, a “Warrant,” collectively, the “Warrants”) to purchase one share of the Company’s common stock at an exercise price of $8.125 | |||||||||
Exercise price | $ 8.125 | |||||||||
Subsequent Event [Member] | IPO [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Additional shares issued | 1,297,318 | |||||||||
Issue price per share | $ 6.50 | |||||||||
Gross proceeds | $ 8,400,000 | |||||||||
Reverse stock split | the Company common shares were subject to a 1-7 reverse stock split - 1 share of new common for 7 shares then outstanding common stock | |||||||||
Converted common shares | 55,787 |