Debt | 9. Debt Related Party Loans Founder Loans In May 2021, the Company received proceeds from a loan in the amount of approximately $ 750,000 from its chairman and founding chief executive officer, Dr. Hoyoung Huh (“the Founder”). The loan, which was scheduled to mature on May 31, 2022 , bore interest at a rate of 1.0 % per annum. The loan could be prepaid by the Company at any time prior to maturity with no prepayment penalties. In August 2021, the Company received proceeds from the additional loan in the amount of approximately $ 750,000 from the Founder (together with the May 2021 loan, “Founder Loans”). The loan, which was scheduled to mature on July 31, 2022 , bore interest at a rate of 1.0 % per annum. The loan could be prepaid by the Company at any time prior to maturity with no prepayment penalties. The Company made a $ 150,000 payment on the Founder Loans in December 2022. On April 28, 2023, the Company settled $ 448,940 of the principal and $ 26,830 of accrued interest through the issuance of the April 2023 Convertible Notes, related party (see below). As of March 31, 2024 and December 31, 2023, the outstanding balance was $ 901,060 under the Founder Loans, included in the related party loans on the unaudited condensed consolidated balance sheet. The interest expense on the Founder Loans totale d $ 0 and $ 3,586 f or the three months ended March 31, 2024 and 2023, respectively. Secured Founder Loan In January 2024, the Company received proceeds from a Senior Secured Promissory Note (the “Secured Founder Loan”) in the amount of $ 750,000 from the Founder. In accordance with the terms of the Secured Founder Loan, the Company, together with its subsidiaries, also entered into a Security Agreement with the Founder (the “Security Agreement”). The Secured Note has a maturity date on January 23, 2025 and carries an interest rate of 15 % per annum. As security for payment of the Secured Note, the Security Agreement grants and assigns to the Founder the security interest in all of the assets of the Company and its subsidiaries. The interest expense on the Secured Founder Loan totaled $ 20,959 and $ 0 for the three months ended March 31, 2024 and 2023, respectively. Promissory Note On November 1, 2022, the Company issued $ 1,512,500 in convertible notes (the “November 2022 Convertible Notes”). The convertible notes accrued interest at a rate of 8 % per annum and had the maturity date of October 31, 2023 , provided however that the Company agreed to make mandatory prepayments on this note (which were first be applied to accrued interest and then to principal) from time to time in amounts equal to 15 % of the gross proceeds received by the Company from any equity lines, forward purchase agreements or other equity financings consummated by Company prior to the maturity date. The November 2022 Convertible Notes were convertible at the maturity date at the option of the holder in all or part of the principal and/or accrued interest into shares of common stock of the Company at a per share conversion price equal to 90 % of the volume weighted average price of a share of common stock of the Company for the five trading days immediately prior to the maturity date. The Company determined that the conversion upon maturity represented an embedded derivative that was subject to bifurcation and separate accounting with the change in the fair value recorded as other expense during each reporting period under the guidance in Accounting Standards Codification (“ASC”) Topic 815, Derivatives and Hedging (“ASC 815”) (the “November 2022 Convertible Note Liability”). The fair value of the November 2022 Convertible Note Liability at the issuance date was estimated at $ 165,000 . The Company allocated the proceeds from the November 2022 Convertible Note first to the embedded derivative with the remaining proceeds allocated to the notes, which resulted in a discount on the convertible notes of $ 165,000 which was amortized to interest expense over the term of the convertible notes. On November 1, 2023, the Company entered into an amendment to the November 2022 Convertible Notes whereby the principal amount of the notes was reduced from $ 1,512,500 to $ 650,000 , the interest was reduced to 6 % per annum, the maturity was extended to December 31, 2024 and the conversion terms were removed. Further, the amendment required the Company to make a payment of $ 300,000 by December 31, 2023, which was made in December 2023. The remaining balance of $ 378,622 including the accrued interest through the maturity date, is due on December 31, 2024. The amendment to the November 2022 Convertible Notes was accounted as an exchange into a promissory note (the “Promissory Note”) under the trouble debt restructuring (“TDR”) guidance in ASC Subtopic 470-60, Debt – Troubled Debt Restructurings by Debtors (“ASC 470-60”). Under the TDR guidance, the Company recognized a gain on debt extinguishment of $ 998,878 for the year ended December 31, 2023. As of March 31, 2024 and December 31, 2023, the outstanding balance on the Promissory Note was $ 378,622 , including principal of $ 350,000 and $ 28,622 in accrued interest. The interest expense on November 2022 Convertible Note totaled $ 0 and $ 47,827 , including amortization of the discount of $ 47,827 , for the three months ended March 31, 2024 and 2023, respectively. April 2023 Convertible Notes On April 28, 2023, the Company entered into separate subscription agreements (the “2023 Convertible Note and Warrant Subscription Agreements”) under which the Company issued the convertible promissory notes in the principal amount of $ 2,195,034 (the “April 2023 Convertible Notes”) and 3,658,390 warrants for the Company’s common stock (the “2023 Convertible Note Warrants”). The April 2023 Convertible Notes bear interest at a rate of 6 % per annum until their maturity date of October 28, 2023 and a default rate of 10 % per annum thereafter. As at December 31, 2023 and March 31, 2024, the April 2023 Convertible Notes are in default. The April 2023 Convertible Notes are convertible at any time from the issuance date at the option of the holder into the Company’s common stock at $ 0.60 per share (the “April 2023 Conversion Feature”). The 2023 Convertible Note Warrants have the five year term and are exercisable at any time from the issuance date at the exercise price of $ 0.60 per share. In connection with the issuance of the Convertible Notes and the Convertible Note Warrants, in consideration for its services in respect of the financing described above, the Company also issued to Paulson Investment Company, LLC (the “Placement Agent”) a warrant to purchase 209,670 shares of the Company’s common stock at a price per share of $ 0.60 (the “Placement Agent Warrant”). The Placement Agent Warrants have a five year term and are exercisable at any time from the issuance date. In addition, the Company paid the Placement Agent a commission of approximately $ 125,000 . The April 2023 Convertible Note Warrants and the Placement Agent Warrants were accounted as a liability under ASC 815, as the April 2023 Convertible Note Warrants and Placement Agent Warrants do not meet the criteria for equity classification due to the lack of available authorized shares. The aggregate fair value of the April 2023 Convertible Note Warrants and the Placement Agent Warrants was $ 1,527,640 and $ 87,552 , respectively, at the issuance date using a Black Scholes Option Pricing Model. The initial fair value was determined based on the following assumptions: Expected volatility 72.8 % Risk-free interest rate 3.51 % Expected term (in years) 5.0 Expected dividend yield 0 % The Company determined that the April 2023 Conversion Feature is subject to bifurcation under the guidance in ASC 815 due to the lack of available authorized shares and registration requirements and recognized a derivative liability of $ 560,436 at the issuance date (the “April 2023 Conversion Feature Liability”). The derivative liability was estimated using a Black Scholes Option Pricing Model, based on the following assumptions: Expected volatility 66.5 % Risk-free interest rate 4.94 % Expected term (in years) 0.5 Expected dividend yield 0 % At the issuance date, the proceeds from the April 2023 Convertible Notes were allocated to the April 2023 Convertible Note Warrants and the April 2023 Conversion Feature Liability based on their fair values of $ 1,527,640 and $ 560,436 , respectively, with the remaining proceeds allocated to the convertible notes. The resulting discount on the April 2023 Convertible Notes was accreted into the interest expense over the term of the convertible notes using the effective interest method. The fair value of the Placement Agent Warrants at the issuance date and the cash commission were capitalized and amortized into the interest expense over the term of the convertible notes using the effective interest method. The Company is in default on the April 2023 Convertible Notes, however, the Company has not received demands for repayment through the filing date of these unaudited condensed consolidated financial statements. In December 2023, certain holders of April 2023 Convertible Notes agreed to exchange the aggregate amount of $ 187,950 of April 2023 Convertible Notes, including the accrued interest, into the same amount of December 2023 Convertible Notes (see below). In January 2024, additional holders of April 2023 Convertible Notes agreed to exchange the aggregate amount of $ 250,600 of April 2023 Convertible Notes, including the accrued interest, into the same amount of December 2023 Convertible Notes (see below). The Company recorded interest expense of $ 44,376 and $ 0 , including amortization of discount of $ 0 and $ 0 , for the three months ended March 31, 2024 and 2023, respectively. At March 31, 2024, the outstanding balance on the April 2023 Convertible Notes was approximately $ 1,863,698 , including principal of $ 1,775,034 and accrued interest of $ 88,663 . April 2023 Convertible Notes, related party On April 28, 2023, the Company entered into a subscription agreement with its founder and director to exchange $ 1,130,775 in outstanding Founder Loans into the same amount of convertible promissory note with the same terms as the April 2023 Convertible Notes and 1,884,625 April 2023 Convertible Note Warrants. The amounts converted included $ 448,940 of principal and $ 26,830 accrued interest due under the 2021 Founder Loans, $ 400,000 of principal and $ 3,806 of interest due under the Venn Loan, and $ 250,000 of principal and $ 1,199 of accrued interest due under the March 2023 Founder Loan. The Company accounted for the issuance of the April 2023 convertible notes payable, related party, as a debt extinguishment in accordance with ASC 470 and recognized a loss of approximately $ 1,014,368 during the year ended December 31, 2023. As at December 31, 2023 and March 31, 2024, the April 2023 Convertible Note, related party was in default. At the issuance date, the carrying value of the April 2023 Convertible Notes was reduced by the fair value of the related April 2023 Convertible Note Warrants and the April 2023 Conversion Feature Liability of $ 786,967 and $ 288,710 , respectively, with the remaining proceeds allocated to the convertible notes. The April 2023 Conversion Feature Liability related to the April 2023 Convertible Notes, related party, was valued using a Black Scholes Option Pricing Model. The initial fair value was determined to be $ 0.3 million based on the following assumptions: stock price of $ 0.655 , expected volatility of 66.5 %, risk-free rate of 4.94 % and expected term of 0.5 years. The resulting discount on the April 2023 Convertible Notes, related party was accreted into the interest expense over the term of the convertible notes using the effective interest method. The Company is in default on the April 2023 Convertible Notes, related party. However, the Company has not received demands for repayment through the filing date of these unaudited condensed consolidated financial statements. The Company recorded interest expense of approximately $ 28,269 and $ 0 , including amortization of discount of $ 0 and $ 0 for the three months ended March 31, 2024 and March 31, 2023, respectively. At March 31, 2024, the outstanding balance of the April 2023 Convertible Notes, related party, was approximately $ 1,184,801 , including principal of $ 1,130,775 and accrued interest of $ 54,026 . December 2023 Convertible Notes In December, 2023, the Company issued convertible promissory notes in the aggregate principal amount of $ 1,000,000 (the “December 2023 Convertible Notes”). In addition, certain holders of April 2023 Convertible Notes agreed to exchange the aggregate amount of $ 187,950 of April 2023 Convertible Notes, including the accrued interest, into the same amount of December 2023 Convertible Notes. In January and February 2024, the Company completed additional closes of the December 2023 Convertible Notes pursuant to which the Company issued the notes with the principal amount of $ 738,000 . In addition, at those date, the holders of April 2023 Convertible Notes agreed to exchange the aggregate amount of $ 250,600 of April 2023 Convertible Notes, including the accrued interest, into the same amount of December 2023 Convertible Notes. The December 2023 Convertible Notes bear an interest rate of 10 % per annum and have a maturity date of December 18, 2024 . The terms of the December 2023 Convertible Notes provide for automatic conversion of the outstanding principal amount of the December 2023 Convertible Notes and all accrued and unpaid interest upon a business combination (as defined in the agreement) into the Company common stock at the Conversion Price (the “Automatic Conversion Feature”). The Conversion Price is determined by reference to the purchase price payable in connection with such business combination, multiplied by 70 %, where the price per share of the common stock is determined by reference to the 30-day volume weighted average price of the Company’s common stock on the public exchange immediately prior to conversion, resulting in 43% discount on the issuance price in the a business combination (the Automatic Discount”). If a business combination does not occur prior to the maturity date of the December 2023 Convertible Notes and if the Company’s Common Stock is listed on a public exchange as of such date, then the holders have the right, at their option, to convert the outstanding principal amount of the December 2023 Convertible Notes (and all accrued and unpaid interest thereof) into the shares of common stock of the Company at a price equal to the 30-day volume weighted average price of the Company’s common stock on the public exchange on which it is traded multiplied by 90 % (the “Optional Conversion Feature”). In consideration for its services in respect of the financing described above, the Company paid Paulson Investment Company, LLC (the “December 2023 Placement Agent”) the commission of $ 83,600 and $ 63,840 for the December 2023 issuances and the January and February 2024 issuances, respectively. Further, upon conversion of the December 2023 Convertible Notes into Common Stock of the Company, the December 2023 Placement Agent will receive shares of restricted common stock of the Company equal to (i) 4 % of the total number of shares of common stock received upon conversion of the December 2023 Convertible Notes issued for new capital and (ii) 1 % of the total number of shares of common stock received upon conversion of the December 2023 Convertible Notes issued for the exchange for April 2023 Convertible Notes. The cash commission to the December 2023 Placement Agent was capitalized and amortized into the interest expense over the term of the convertible notes using the effective interest method. The Company accounted for the issuance of the common stock shares to the Placement Agent under ASC 718 as equity-based compensation based on a performance condition. As the issuance of the common stock shares to the December 2023 Placement Agent upon conversion of the notes was deemed not probable both at issuance date and March 31, 2024, no expense was recorded for the three months ended March 31, 2024 related to this equity based compensation and had no impact on the interest expense for the three months ended March 31, 2024. The Company determined that both the Automatic Conversion Feature and the Optional Conversion Feature are subject to bifurcation under the guidance in ASC 815 as variable-share redemption features at a discount. The Company recognized the total derivative liability of $ 573,546 and $ 0 for the Automatic Conversion Feature and the Optional Conversion Feature, respectively, at the issuance dates (together, the “December 2023 Conversion Feature Liability”). The fair value of the derivative liability related to the Automatic Conversion Feature was estimated by applying the probability of a business combination of 50% to the Automatic Discount of 43%. The fair value of the derivative liability related to the Optional Conversion Feature was immaterial as the probability that the Company is listed on a public exchange in absence of a business combination prior to the maturity of the December 2023 Convertible Notes was deemed minimal. At the issuance date, the proceeds from the December 2023 Convertible Notes were allocated to the December 2023 Conversion Feature Liability based on its fair value with the remaining proceeds allocated to the convertible notes. The resulting discount on the and the December 2023 Convertible Notes was accreted into the interest expense over the term of the convertible notes using the effective interest method. The cash commission to the December 2023 Placement Agent was capitalized and amortized into the interest expense over the term of the convertible notes using the effective interest method. The Company recorded interest expense of $ 186,775 for the three months ended March 31, 2024, including amortization of the discount on the convertible notes and the commission to the December 2023 Placement Agent of $ 134,590 . At March 31, 2024, the outstanding principal balance of the December 2023 Convertible Notes was $ 1,704,603 plus accrued interest of $ 55,183 . December 2023 Convertible Notes, related party On December 18, 2023, the Company issued a $ 500,000 in convertible notes to its founder and director on the same terms as the December 2023 Convertible Notes (“December 2023 Convertible Notes, related party”). At the issuance date, the proceeds from the December 2023 Convertible Notes, related party, were allocated to the December 2023 Conversion Feature Liability based on its fair value of $ 107,143 with the remaining proceeds allocated to the convertible notes. The resulting discount on the and the December 2023 Convertible Notes, related party, was accreted into the interest expense over the term of the convertible notes using the effective interest method. The Company recorded interest expense of $ 37,025 during the three months ended March 31, 2024 on the December 2023 Convertible Notes, related party, including amortization of the discount on the convertible notes of $ 24,559 . At March 31, 2024, the outstanding principal balance of the December 2023 Convertible Notes, related party, was $ 420,862 plus accrued interest of $ 14,247 . Insurance Financing Note On November 1, 2022, the Company financed its 2022 annual Director & Officer liability insurance policy premium of $ 1,006,342 (including premiums, taxes and fees) with First Insurance Funding (the “Lender”) at an annual interest rate of 7.20 % (the “Insurance Financing Note”). The Insurance Financing Note was payable in monthly installment payments through August 1 , 2023. On November 1, 2023, the Company financed its 2023 annual Director & Officer liability insurance policy premium of $ 631,993 with the Lender at an annual interest rate of 9.95 %. The Insurance Financing Note is payable in monthly installment payments through July 1, 2024. The agreement assigns the Lender a first priority lien on and security interest in the financed policies and any additional premium required in the financed policies including (a) all returned or unearned premiums, (b) all additional cash contributions or collateral amounts assessed by the insurance companies in relation to the financed policies and financed by Lender, (c) any credits generated by the financed policies, (d) dividend payments, and (e) loss payments which reduce unearned premiums. If any circumstances exist in which premiums related to any Financed Policy could become fully earned in the event of loss, Lender shall be named a loss-payee with respect to such policy. The Company recognized $ 5,736 and $ 7,608 in interest expenses related the Insurance Financing for the three months ended March 31, 2024 and 2023, respectively. As of March 31, 2024, the balance on the Insurance Financing Note was $ 315,997 . |