Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Mar. 10, 2023 | Jun. 30, 2022 | |
Cover [Abstract] | |||
Document Type | 10-K/A | ||
Amendment Flag | true | ||
Amendment Description | Hillstream BioPharma, Inc. (the “Company”) is filing this Amendment No. 1 on Form 10-K/A (this “Amendment”) to its Annual Report on Form 10-K for the fiscal year ended December 31, 2022 (the “Original Filing”), which was filed with the Securities and Exchange Commission on March 16, 2023 (the “Original Filing Date”), to restate the following: (i) audited statement of cash flows for the year ended December 31, 2022; and (ii) unaudited balance sheets and statements of cash flows for the three months ended March 31, 2022, the six months ended June 30, 2022, nine months ended September 30, 2022 as the Company concluded that it did not correctly account for a financed insurance premium agreement whereby a third-party lender prepaid the Company’s annual director’s and officer’s insurance premiums in exchange for a short-term interest bearing note. See Note 2 of our consolidated financial statements | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2022 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2022 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity File Number | 001-41210 | ||
Entity Registrant Name | HILLSTREAM BIOPHARMA, INC. | ||
Entity Central Index Key | 0001861657 | ||
Entity Tax Identification Number | 84-2642541 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Address, Address Line One | 1200 Route 22 East | ||
Entity Address, Address Line Two | Suite 2000 | ||
Entity Address, City or Town | Bridgewater | ||
Entity Address, State or Province | NJ | ||
Entity Address, Postal Zip Code | 08807 | ||
City Area Code | (908) | ||
Local Phone Number | 955-3140 | ||
Title of 12(b) Security | Common stock, $0.0001 par value | ||
Trading Symbol | HILS | ||
Security Exchange Name | NASDAQ | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Elected Not To Use the Extended Transition Period | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 5,600,418 | ||
Entity Common Stock, Shares Outstanding | 11,514,144 | ||
Documents incorporated by reference | None | ||
ICFR Auditor Attestation Flag | false | ||
Auditor Firm ID | 199 | ||
Auditor Name | Mayer Hoffman McCann P.C. | ||
Auditor Location | Los Angeles, California |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets | ||
Cash | $ 6,510,534 | $ 4,356 |
Prepaid expenses and other current assets | 178,094 | 70,670 |
Deferred offering costs | 546,651 | |
Total current assets | 6,688,628 | 621,677 |
Total assets | 6,688,628 | 621,677 |
Current liabilities | ||
Accounts payable | 954,505 | 1,463,059 |
Accrued interest | 179,621 | |
Due to founder | 200,000 | |
Accrued expenses | 190,468 | 318,223 |
Redemption liability | 980,233 | |
Short-term portion of related-party convertible notes, net | 1,392,544 | |
Total current liabilities | 1,144,973 | 4,533,680 |
Related-party convertible notes, net of short-term portion | 772,899 | |
Total liabilities | 1,144,973 | 5,306,579 |
Commitments and contingencies (see Note 10) | ||
Stockholders’ equity (deficit) | ||
Preferred stock, $0.0001 par value, 10,000,000 shares authorized, no shares issued and outstanding as of December 31, 2022 and 2021 | ||
Common stock, $0.0001 par value, 250,000,000 shares authorized, 11,604,970 and 6,357,314 shares issued and 11,514,144 and 6,357,314 shares outstanding as of December 31, 2022 and 2021, respectively | 1,160 | 636 |
Additional paid-in capital | 20,996,892 | 2,225,712 |
Accumulated deficit | (15,384,432) | (6,911,250) |
Treasury stock, at cost, 90,826 and 0 shares held in treasury as of December 31, 2022 and 2021, respectively | (69,965) | |
Total stockholders’ equity (deficit) | 5,543,655 | (4,684,902) |
Total liabilities and stockholders’ equity (deficit) | $ 6,688,628 | $ 621,677 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Apr. 30, 2019 |
Statement of Financial Position [Abstract] | ||||||
Preferred stock, par or stated value per share | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | 10,000,000 | 10,000,000 | 10,000,000 | |
Preferred stock, shares issued | 0 | 0 | 0 | 0 | 0 | |
Preferred stock, shares outstanding | 0 | 0 | 0 | 0 | 0 | |
Common stock, par or stated value per share | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
Common stock, shares authorized | 250,000,000 | 250,000,000 | 250,000,000 | 250,000,000 | 250,000,000 | 250,000,000 |
Common stock, shares issued | 11,604,970 | 11,604,970 | 11,604,970 | 11,364,444 | 6,357,314 | |
Common stock, shares outstanding | 11,514,144 | 11,529,861 | 11,574,970 | 11,364,444 | 6,357,314 | |
Treasury Stock, Shares | 90,826 | 75,109 | 30,000 | 0 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Operating expenses | ||
Research and development | $ 2,278,424 | $ 1,842,803 |
General and administrative | 4,603,514 | 1,365,214 |
Total operating expenses | 6,881,938 | 3,208,017 |
Loss from operations | (6,881,938) | (3,208,017) |
Other income (expenses) | ||
Interest expense | (1,591,244) | (831,277) |
Change in redemption value | 1,832,651 | |
Total other income (expenses), net | (1,591,244) | 1,001,374 |
Net loss | $ (8,473,182) | $ (2,206,643) |
Net loss per share | ||
Basic and diluted | $ (0.75) | $ (0.35) |
Weighted average number of common shares outstanding: | ||
Basic and diluted | 11,316,804 | 6,357,314 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Equity (Deficit) - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Treasury Stock [Member] | Total |
Beginning balance, value at Dec. 31, 2020 | $ 636 | $ 986,443 | $ (4,704,607) | $ (3,717,528) | |
Beginning balance, shares at Dec. 31, 2020 | 6,357,314 | ||||
Net loss | (2,206,643) | (2,206,643) | |||
Stock based compensation | 1,239,269 | 1,239,269 | |||
Ending balance, value at Dec. 31, 2021 | $ 636 | 2,225,712 | (6,911,250) | (4,684,902) | |
Ending balance, shares at Dec. 31, 2021 | 6,357,314 | ||||
Net loss | (2,942,404) | ||||
Ending balance, value at Mar. 31, 2022 | 10,338,694 | ||||
Beginning balance, value at Dec. 31, 2021 | $ 636 | 2,225,712 | (6,911,250) | (4,684,902) | |
Beginning balance, shares at Dec. 31, 2021 | 6,357,314 | ||||
Net loss | (4,579,258) | ||||
Ending balance, value at Jun. 30, 2022 | 9,040,077 | ||||
Beginning balance, value at Dec. 31, 2021 | $ 636 | 2,225,712 | (6,911,250) | (4,684,902) | |
Beginning balance, shares at Dec. 31, 2021 | 6,357,314 | ||||
Net loss | (6,706,744) | ||||
Ending balance, value at Sep. 30, 2022 | 7,115,909 | ||||
Beginning balance, value at Dec. 31, 2021 | $ 636 | 2,225,712 | (6,911,250) | (4,684,902) | |
Beginning balance, shares at Dec. 31, 2021 | 6,357,314 | ||||
Net loss | (8,473,182) | (8,473,182) | |||
Stock based compensation | 800,696 | 800,696 | |||
Exercise of stock options | $ 24 | 24,365 | $ 24,389 | ||
Exercise of stock options, shares | 240,526 | 240,526 | |||
Stock issuance pursuant to services agreement | $ 3 | 99,997 | $ 100,000 | ||
Stock issuance pursuant to services agreement, shares | 31,746 | ||||
Initial public offering, net of issuance costs | $ 375 | 12,944,707 | 12,945,082 | ||
Initial public offering, net of issuance costs, shares | 3,750,000 | ||||
Conversion of related-party convertible notes | $ 122 | 4,901,415 | 4,901,537 | ||
Conversion of related-party convertible notes, shares | 1,225,384 | ||||
Purchase of treasury stock, at cost | $ (69,965) | $ (69,965) | |||
Purchase of treasury stock at cost, shares | 90,826 | 90,826 | |||
Ending balance, value at Dec. 31, 2022 | $ 1,160 | $ 20,996,892 | $ (15,384,432) | $ (69,965) | $ 5,543,655 |
Ending balance, shares at Dec. 31, 2022 | 11,604,970 | 90,826 |
Consolidated Statements of Ch_2
Consolidated Statements of Changes in Stockholders' Equity (Deficit) (Parenthetical) | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
IPO [Member] | |
Subsidiary, Sale of Stock [Line Items] | |
Stock issuance cost | $ 2,054,918 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Cash flows from operating activities: | ||
Net loss | $ (8,473,182) | $ (2,206,643) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Amortization of debt discount | 1,569,003 | 666,566 |
Stock based compensation | 800,696 | 1,239,269 |
Stock issuance pursuant to services agreement | 100,000 | |
Interest and original issuance discount on promissory notes | 14,645 | |
Change in fair value of redemption liability | (1,832,651) | |
Increase (decrease) in: | ||
Prepaid expenses and other current assets | (107,424) | 32,276 |
Accounts payable | (141,170) | 580,847 |
Accrued interest | 7,237 | 164,646 |
Due to founder | (200,000) | |
Accrued expenses | (127,755) | 269,446 |
Net cash used in operating activities | (6,557,950) | (1,086,244) |
Cash flows from financing activities: | ||
Exercise of stock options | 24,389 | |
Purchase of treasury stock at cost | (69,965) | |
Proceeds from issuance of common stock upon initial public offering, net of underwriting discounts and issuance costs | 13,645,643 | |
Payment of deferred offering costs | (521,294) | (179,267) |
Proceeds from insurance premium financing liability | 917,472 | |
Repayment of insurance premium financing liability | (917,472) | |
Proceeds from promissory notes | 125,000 | |
Repayments on promissory notes | (139,645) | |
Proceeds from related party convertible notes | 1,078,015 | |
Net cash provided by financing activities | 13,064,128 | 898,748 |
Net increase (decrease) in cash | 6,506,178 | (187,496) |
Cash, beginning of period | 4,356 | 191,852 |
Cash, end of period | 6,510,534 | 4,356 |
Conversion of related party convertible notes: | ||
Related party convertible note principal converted to common stock upon initial public offering | 3,734,446 | |
Related party convertible note accrued interest converted to common stock upon initial public offering | 186,858 | |
Redemption liability converted to common stock upon initial public offering | 980,233 | |
Unpaid deferred offering costs | 367,384 | |
Accrued interest rollover to new notes payable | $ 58,091 |
Description of Business and Liq
Description of Business and Liquidity | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Description of Business and Liquidity | Note 1 – Description of Business and Liquidity Nature of Operations Hillstream BioPharma, Inc. (“HBI”) was incorporated on March 28, 2017, as a Delaware C-corporation. At December 31, 2022, Hillstream BioPharma, Inc. had two wholly-owned subsidiaries: HB Pharma Corp. (“HB”) and Farrington Therapeutics LLC (“Farrington” and together with HBI and HB, the “Company”). HBI is a pre-clinical biotechnology company developing novel therapeutic candidates targeting ferroptosis, an emerging new anti-cancer mechanism resulting in iron mediated cell death (“IMCD”), and targeted immuno-oncology novel biologics, for the treatment drug resistant cancers. The Company’s most advanced product candidate, HSB-1216, is an IMCD inducer, targeting a variety of solid tumors. In a clinical pilot study conducted at the University of Heidelberg, Germany, the active drug in HSB-1216 was found to reduce tumor burden in treatment resistant cancers, including triple negative breast cancer and epithelial carcinomas. The Company utilizes Quatramer™, its proprietary tumor targeting platform, to enhance the uptake of HSB-1216 in the tumor microenvironment with an extended duration of action and minimal off-target toxicity. The Company’s goal is to submit an investigational new drug application (“IND”) to the U.S. Food and Drug Administration (“FDA”) and initiate a clinical study with HSB-1216 in the second half of 2023; however, no assurance can be provided that the Company’s IND will be accepted by the FDA in 2023, if at all. If the Company’s IND is accepted by the FDA, the Company’s HSB-1216 clinical studies will focus on expanding upon the clinical pilot study conducted in Germany. If the Company able to initiate its clinical study with HSB-1216 in the second half of 2023, it anticipates that clinical data from such trial will be released either late 2024 or early 2025. Liquidity and Going Concern The accompanying consolidated financial statements have been prepared on the basis that the Company is a going concern, which contemplates, among other things, the realization of assets and satisfaction of liabilities in the normal course of business. For the year ended December 31, 2022, the Company incurred operating losses in the amount of approximately $ 6.9 6.6 15.4 13.0 Based on the Company’s limited operating history, recurring negative cash flows from operations, current plans and available resources, the Company will need substantial additional funding to support future operating activities. The Company has concluded that the prevailing conditions and ongoing liquidity risks faced by the Company raise substantial doubt about the Company’s ability to continue as a going concern for at least one year following the date these financial statements are issued. The accompanying consolidated financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern. The Company may seek to raise additional funding through the sale of additional equity or debt securities, enter into strategic partnerships, grants or other arrangements or a combination of the foregoing to support its future operations. There can be no assurance that the Company will be able to obtain additional capital on terms acceptable to the Company, on a timely basis or at all. The failure to obtain sufficient additional funding could adversely affect the Company’s ability to achieve its business objectives and product development timelines and may result in the Company delaying or terminating clinical trial activities which could have a material adverse effect on the Company’s results of operations. Other Risks and Uncertainties There can be no assurance that the Company’s products, if approved, will be accepted in the marketplace, nor can there be any assurance that any future products can be developed or manufactured at an acceptable cost and with appropriate performance characteristics, or that such products will be successfully marketed, if at all. The Company is subject to risks common to biopharmaceutical companies including, but not limited to, the development of new technological innovations, dependence on key personnel, protection of proprietary technology, compliance with government regulations, product liability, uncertainty of market acceptance of products and the need to obtain additional financing. The Company is dependent on third party suppliers. The Company’s products require approval or clearance from the FDA prior to commencing commercial sales in the United States. Approvals or clearances are also required in foreign jurisdictions in which the Company may license or sell its products. There can be no assurance that the Company’s products will receive all of the required approvals or clearances. COVID-19 Considerations On March 11, 2020, the World Health Organization characterized the outbreak of a novel strain of coronavirus (“COVID-19”) as a pandemic, prompting many national, regional, and local governments to implement preventative or protective measures, such as travel and business restrictions, temporary store closures and capacity limitations, and wide-sweeping quarantines and stay-at-home orders. As a result, COVID-19 and the related restrictive measures have had a significant adverse impact upon many sectors of the economy. As a result of the COVID-19 pandemic, the Company had to delay the start of its IND enabling studies for over a year. As the COVID-19 situation continues to evolve, the Company intends to closely monitor the impact of the COVID-19 pandemic on all aspects of its business, including, but not limited to, impacts on third-party contractors, suppliers, vendors and employees. The Company believes that the ultimate impact of the COVID-19 pandemic on operating results, cash flows, and financial condition is likely to be determined by factors which are uncertain, unpredictable, and outside of the Company’s control. The situation surrounding COVID-19 remains fluid, and if disruptions arise, they could have a material adverse impact on the Company’s business. |
Restatement of Previously Issue
Restatement of Previously Issued Financial Statements | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Changes and Error Corrections [Abstract] | |
Restatement of Previously Issued Financial Statements | Note 2 – Restatement of Previously Issued Financial Statements In May 2023, the Company concluded that it did not correctly account for a financed insurance premium agreement whereby a third Therefore, the Company’s management and the audit committee of the Company’s board of directors concluded that the Company’s previously issued audited financial statements as of December 31, 2022 (the “Audited Financial Statements”) should no longer be relied upon and that it is appropriate to restate the Audited Financial Statements. As such, the Company is restating its financial statements in this Annual Report on Form 10-K/A for the Company’s unaudited financial statements (the balance sheets and statements of cash flows) for the three months ended March 31, 2022, the six months ended June 30, 2022, nine months ended September 30, 2022, which were filed by the Company with the Securities and Exchange Commission (“SEC”) on Quarterly Reports on Form 10-Q on May 16, 2022, August 11, 2022, and November 14, 2022, respectively, and the audited financial statements (statement of cash flows) for the year ended December 31, 2022 included in the Company’s Annual Report on Form 10-K, as filed with the SEC on March 16, 2023. Impact of the Restatement Schedule of Cash Flows Reported Adjustment As Restated For the Year Ended December 31, 2022 As Previously Reported Adjustment As Restated Cash flows from operating activities: Net loss $ (8,473,182 ) $ - $ (8,473,182 ) Adjustments to reconcile net loss to net cash used in operating activities: Amortization of debt discount 1,569,003 - 1,569,003 Stock based compensation 800,696 - 800,696 Stock issuance pursuant to services agreement 100,000 - 100,000 Interest and original issuance discount on promissory notes 14,645 - 14,645 (Increase) decrease in: Prepaid expenses and other current assets (107,424 ) - (107,424 ) Increase (decrease) in: Accounts payable (141,170 ) - (141,170 ) Accrued interest 7,237 - 7,237 Due to founder (200,000 ) - (200,000 ) Accrued expenses (127,755 ) - (127,755 ) Net cash used in operating activities (6,557,950 ) - (6,557,950 ) Cash flows from financing activities: Exercise of stock options 24,389 - 24,389 Purchase of treasury stock at cost (69,965 ) - (69,965 ) Proceeds from issuance of common stock upon initial public offering, net of underwriting discounts and issuance costs 13,645,643 - 13,645,643 Payment of deferred offering costs (521,294 ) - (521,294 ) Proceeds from insurance premium financing liability - 917,472 917,472 Repayment of insurance premium financing liability - (917,472 ) (917,472 ) Proceeds from promissory notes 125,000 - 125,000 Repayments on promissory notes (139,645 ) - (139,645 ) Proceeds from related party convertible notes - - - Net cash provided by financing activities 13,064,128 - 13,064,128 Net increase (decrease) in cash 6,506,178 - 6,506,178 Cash, beginning of period 4,356 - 4,356 Cash, end of period $ 6,510,534 $ - $ 6,510,534 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 3 – Summary of Significant Accounting Policies Basis of Presentation These accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The Company operates in one segment. Reverse Stock Split On September 16, 2021, the Company effectuated a reverse split of shares of its common stock at a ratio of 1-for-26.4 Principles of Consolidation The consolidated financial statements include the accounts of HBI and its wholly-owned subsidiaries, HB and Farrington. All significant intercompany balances and transactions have been eliminated in consolidation. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Management bases its estimates on historical experience and on assumptions believed to be reasonable under the circumstances. The estimation process often may yield a range of potentially reasonable estimates of the ultimate future outcomes, and management must select an amount that falls within that range of reasonable estimates. Estimates are used in the following areas, among others: valuation of common shares and stock options prior to the IPO, allowances of deferred tax assets, valuation of debt related instruments, and cash flow assumptions regarding going concern considerations. Although management believes the estimates that have been used are reasonable, actual results could vary from the estimates that were used. Concentration of Credit Risk The Company maintains cash balances with various financial institutions. Account balances at these institutions are insured by the Federal Deposit Insurance Corporation up to $ 250,000 The Company believes that it is not subject to unusual credit risk beyond the normal credit risk associated with commercial banking relationships. Research and Development Research and development costs are expensed as incurred. Research and development expenses include personnel costs associated with research and development activities, including third party contractors to perform research, conduct clinical trials, and manufacture drug supplies and materials. The Company accrues for costs incurred by external service providers, including contract research organizations and clinical investigators, based on its estimates of service performed and costs incurred. These estimates include the level of services performed by third parties, patient enrollment in clinical trials, administrative costs incurred by third parties, and other indicators of the services completed. Approximately $ 61,000 Stock Based Compensation The Company recognizes compensation costs resulting from the issuance of stock-based awards to employees, non-employees and directors as an expense in the consolidated statements of operations over the requisite service period based on a measurement of fair value for each stock-based award. The fair value of each option grant to employees, non-employees and directors is estimated as of the date of grant using the Black-Scholes option-pricing model, net of actual forfeitures. The fair value is amortized as compensation cost on a straight-line basis over the requisite service period of the awards, which is generally the vesting period. The fair value of each stock option grant is estimated on the date of grant using the Black-Scholes option-pricing model. Prior to January 12, 2022, the Company was a private company and the Company’s common stock has been publicly traded since that date. As a result, the Company has lacked company-specific historical and implied volatility information. Therefore, it has estimated its expected stock volatility based on the historical data regarding the volatility of a publicly traded set of peer companies. The expected term of stock options granted was between five and seven years. The risk-free interest rate was determined by reference to the U.S. Treasury yield curve in effect at the time of grant of the award for time periods approximately equal to the expected term of the award. Common Stock Valuations Prior to the IPO, the Company was required to periodically estimate the fair value of common stock with the assistance of an independent third-party valuation expert when issuing stock options and computing its estimated stock based compensation expense and value of shares issued in acquiring product candidates. The assumptions underlying these valuations represented management’s best estimates, which involved inherent uncertainties and the application of significant levels of management judgment. In order to determine the fair value, the Company considered, among other things, contemporaneous valuations of the Company’s common stock; the Company’s business, financial condition and results of operations, including related industry trends affecting its operations; the likelihood of achieving various liquidity events; the lack of marketability of the Company’s common stock; the market performance of comparable publicly traded companies; and U.S. and global economic and capital market conditions. After the closing of the Company’s IPO on January 14, 2022, the fair value of common stock is determined by using the closing price of the Company’s common stock on The Nasdaq Capital Market. Treasury Stock The Company’s board of directors has authorized the repurchase of up to $ 1 Debt Discount and Derivative Instruments The initial fair value of the redemption feature relating to the convertible debt instruments was treated as a debt discount and was amortized over the term of the related debt using the straight-line method, which approximates the interest method. Amortization of debt discount is recorded as a component of interest expense. If a loan is paid in full, any unamortized debt discounts will be removed from the related accounts and charged to operations. As the convertible debt was converted into common stock at the date of the IPO, the unamortized debt discount was charged to interest expense. In accordance with Financial Accounting Standards Board (“FASB”) Interest - Imputation of Interest The Company accounts for derivative instruments in accordance with FASB Accounting Standards Codification (“ASC”) Derivative and Hedging Fair Value Measurements The Company applies FASB ASC 820, Fair Value Measurement The carrying value of the Company’s prepaid expenses, accounts payable, and accrued expenses approximate fair value because of the short-term maturity of these financial instruments. The redemption feature of the debt instruments is recorded at fair value. See Note 5 to the consolidated financial statements for further details. The valuation hierarchy is composed of three levels. The classification within the valuation hierarchy is based on the lowest level of input that is significant to the fair value measurement. The levels within the valuation hierarchy are described below: Level 1 Inputs: Level 2 Inputs: Level 3 Inputs: Deferred Offering Costs Deferred offering costs consisted of legal, accounting, printing, and filing fees that the Company capitalized which were offset against the proceeds from the IPO. |
Insurance Premium Financing Lia
Insurance Premium Financing Liability | 12 Months Ended |
Dec. 31, 2022 | |
Insurance Premium Financing Liability | |
Insurance Premium Financing Liability | Insurance Premium Financing Liability Relating to the directors’ and officers’ insurance premium with an effective date of January 2022, the Company entered into an insurance premium financing agreement for $ 1,207,200 3.5 289,728 93,225 Income Taxes The Company accounts for income taxes using the asset-and-liability method in accordance with FASB ASC 740, Income Taxes Deferred income taxes are recognized for the tax effect of temporary differences between the financial statement carrying amount of assets and liabilities and the amounts used for income tax purposes and for certain changes in valuation allowances. Valuation allowances are recorded to reduce certain deferred tax assets when, in management’s estimation, it is more-likely-than-not that a tax benefit will not be realized. A valuation allowance has been recognized for all periods since it is more-likely-than-not that some portion or all of the deferred tax assets will not be realized in future periods. The Company follows the guidance in FASB ASC Topic 740-10 in assessing uncertain tax positions. The standard applies to all tax positions and clarifies the recognition of tax benefits in the financial statements by providing for a two-step approach of recognition and measurement. The first step involves assessing whether the tax position is more-likely-than-not to be sustained upon examination based upon its technical merits. The second step involves measurement of the amount to be recognized. Tax positions that meet the more-likely-than-not threshold are measured at the largest amount of tax benefit that is greater than 50% likely of being realized upon ultimate finalization with the taxing authority. The Company recognizes the impact of an uncertain income tax position in the financial statements if it believes that the position is more likely than not to be sustained by the relevant taxing authority. The Company will recognize interest and penalties related to tax positions in income tax expense Net Loss per Share The Company reports loss per share in accordance with FASB ASC 260-10, Earnings Per Share Potentially dilutive securities not included in the computation of loss per share for the years ended December 31, 2022 and 2021 included options to purchase 1,628,813 903,468 1-for-26.4 187,500 Recently Adopted Accounting Pronouncements The Company has evaluated all recent accounting pronouncements and believes that none of them will have a material effect on the Company’s financial position, results of operations, or cash flows, including as described below. Earnings per Share In May 2021, the FASB issued ASU 2021-04, Earnings Per Share Debt-Modifications and Extinguishments Compensation-Stock Compensation Derivatives and Hedging-Contracts in Entity’s Own Equity Codification Improvements In October 2020, the FASB issued ASU 2020-10, Codification Improvements This amendment is effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years, and was effective for the Company beginning January 1, 2022. This ASU did not have a material impact on the Company’s consolidated financial statement presentation. Recent Accounting Pronouncements Not Yet Adopted Debt with Conversion and Other Options and Derivatives and Hedging The FASB issued ASU 2020-06, Debt - Debt with Conversion and Other Options Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity Earnings Per Share |
Convertible Notes - Related Par
Convertible Notes - Related Parties | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Convertible Notes - Related Parties | Note 4 – Convertible Notes - Related Parties Commencing in May 2017, the Company entered into Subordinated Convertible Promissory Note Agreements (the “Agreements”) with certain lenders (together, the “Holders” or individually, the “Holder”), pursuant to which the Company issued Subordinated Convertible Promissory Notes (individually the “Note” or together, the “Notes”) to the Holders, principally all to the Chief Executive Officer (“CEO”) and founder of the Company, a member of the Company’s board of directors and third parties that are family members of the founder and CEO. Interest on the unpaid principal balance accrued at a rate of 5 5.0 7.5 In general, the stated maturity date was two years 2.1 three years 20 The Notes were to automatically convert into the type of Equity Securities issued in the Next Equity Financing upon closing. The number of shares of such Equity Securities to be issued was equal to the quotient obtained by dividing the outstanding principal and unpaid accrued interest due on the Note on the date of conversion by the lesser of (i) 80% of the price paid per share for Equity Securities by the investors in the Next Equity Financing, or (ii) an equity valuation of $ 25 50 1,225,384 Certain embedded features contained in the Notes in the aggregate were embedded derivative instruments, which were recorded as a debt discount and derivative liability at the issuance date at their estimated fair value for all Notes of approximately $ 2.4 1.6 667,000 34,000 1.5 Accrued interest expense associated with the Notes at December 31, 2021 was approximately $ 180,000 187,000 1.6 831,000 The carrying value of the outstanding related-party convertible notes at December 31, 2021 was as follows: Schedule of Convertible Debt Principal amount outstanding $ 3,734,446 Less: debt discount, net of accumulated amortization (1,569,003 ) Carrying value $ 2,165,443 Current portion $ 1,392,544 Long-term portion 772,899 Total carrying value $ 2,165,443 Roll-over Notes Effective October 1, 2020, all Notes which matured, and were not repaid or converted, were rolled over, including the default interest rate of 20 805,000 166,000 639,000 |
Redemption Liability
Redemption Liability | 12 Months Ended |
Dec. 31, 2022 | |
Redemption Liability | |
Redemption Liability | Note 5 – Redemption Liability The fair value of the redemption liability is calculated under Level 3 of the fair value hierarchy, determined based upon a probability-weighted expected returns method (“PWERM”). This PWERM was determined to be the most appropriate method of estimating the value of possible redemption or conversion outcomes over time, since the Company had not entered into a priced equity round through December 31, 2021. The significant assumptions utilized in these calculations are the possible exit scenarios (either a conversion of the principal and accrued interest of the Notes in the event of a Next Equity Financing (see Note 4 to the consolidated financial statements), a repayment of the Notes and accrued interest in the event of a corporate transaction (as defined in the Notes) or a repayment of the Notes and accrued interest at maturity), the pre-money valuation of the Company’s common stock, the probabilities of such exit events occurring, and discounts/premiums available to the Holders at such measurement dates. The calculation of the redemption liability at December 31, 2021 was based upon the actual incremental value derived by the Holders at the IPO date. The fair value of the redemption liability is re-measured at each period and is summarized as of December 31, 2021 as follows: Schedule of Fair Value of Redemption Liability December 31, 2020 $ 1,325,288 Beginning balance as of December 31, 2020 $ 1,325,288 Initial embedded redemption value 1,487,596 Change in fair value (1,832,651 ) December 31, 2021 $ 980,233 Ending balance as of December 31, 2021 $ 980,233 The change in fair value of a gain of approximately $ 1.8 statements $ 980,000 |
Common Stock
Common Stock | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Common Stock | Note 6 – Common Stock Pursuant to an amendment to the Company’s Certificate of Incorporation filed in April 2019, the Company increased the number of authorized shares of common stock to 250,000,000 On January 14, 2022, the Company closed the IPO pursuant to which it issued 3,750,000 4.00 15.0 1.1 1.0 547,000 13.0 562,500 1,225,384 3.7 187,000 980,000 On February 16, 2022, the Company entered into an agreement for marketing and investor related consulting services. Pursuant to the agreement, compensation includes a monthly fee and an upfront issuance of shares of the Company’s common stock. On the effective date of February 16, 2022, the Company issued 31,746 3.15 100,000 On June 9, 2022, the Company’s Board of Directors authorized the repurchase of up to $ 1.0 Rules 10b5-1 and 10b-8 under the . of the Company’s common stock were able to be repurchased in the completion of repurchases up to the approved amount and (iii) the date upon which the Company gives notice of termination of the Repurchase Agreement to the financial institution. The Company determined the timing and amount of any repurchases based upon its evaluation of market conditions, applicable SEC guidelines and regulations, and other factors. During the year ended December 31, 2022, the Company purchased 90,826 70,000 |
Stock Based Compensation
Stock Based Compensation | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Stock Based Compensation | Note 7 – Stock Based Compensation Incentive Plans and Options Under the Company’s 2017 Stock Incentive Plan (the “2017 Stock Incentive Plan”) the Company may grant incentive stock options, non-statutory stock options, rights to purchase common stock, stock appreciation rights, restricted stock, performance shares, and performance units to employees, directors, and consultants of the Company and its affiliates. Up to 94,696 The Company has granted options to acquire 92,801 13.20 1,895 92,801 5.2 6.2 In July 2019, the Company authorized a new plan (the “2019 Stock Incentive Plan”). The Company initially reserved 284,090 2,575,757 574,494 467,171 3,901,512 The Company has granted options to acquire 3,386,385 2,420,514 515,127 1,480,998 1,536,012 810,667 3.80 3.25 8.4 8.0 The following table summarizes stock-based activities under the 2017 Stock Incentive Plan and 2019 Stock Incentive Plans: Schedule of Stock Option Activity Weighted Weighted Shares Average Average Underlying Exercise Contractual Options Price Terms Outstanding at December 31, 2020 675,731 $ 3.09 8.8 Granted 227,737 $ 7.76 Outstanding at December 31, 2021 903,468 $ 4.27 7.9 Granted 980,075 $ 3.38 Exercised (240,526 ) $ 0.10 Forfeited /cancelled (14,204 ) $ 5.28 Outstanding at December 31, 2022 1,628,813 $ 4.34 8.2 Exercisable options at December 31, 2022 981,908 $ 4.69 7.8 Vested and expected to vest at December 31, 2022 1,628,813 $ 4.34 8.2 The following table summarizes the exercise price range as of December 31, 2022 and 2021: Schedule of Exercise Price Range December 31, 2022 Exercise Price Outstanding Options Exercisable Options $ 0.08 57,763 53,621 $ 0.31 55,487 55,487 $ 1.00 50,000 50,000 $ 1.33 172,500 134,523 $ 2.64 107,004 86,825 $ 3.82 73,857 73,857 $ 4.00 757,575 183,002 $ 5.28 34,090 27,252 $ 7.03 18,940 18,940 $ 7.82 208,797 205,601 $ 13.20 92,800 92,800 1,628,813 981,908 December 31, 2021 Exercise Price Outstanding Options Exercisable Options $ 0.08 275,564 33,261 $ 0.31 78,212 78,133 $ 2.64 107,004 65,564 $ 3.82 73,857 73,857 $ 5.28 48,294 19,044 $ 7.03 18,940 18,940 $ 7.82 208,797 204,180 $ 13.20 92,800 87,663 903,468 580,642 The fair value of stock option awards is estimated at the date of grant using the Black-Scholes option-pricing model. The estimated fair value of each stock option is then expensed over the requisite service period, which is generally the vesting period (ranging between immediate vesting and four years). The determination of fair value using the Black-Scholes model is affected by the Company’s share price as well as assumptions regarding a number of complex and subjective variables, including expected price volatility, expected life, risk-free interest rate and forfeitures. Stock options granted during the years ended December 31, 2022 and 2021 were valued using the Black-Scholes option-pricing model with the following weighted average assumptions: Schedule of Options Weighted Average Assumptions For the years ended December 31, 2022 2021 Expected volatility 94.5 104.0 % 111.3 % Risk-free interest rate 1.69 3.39 % 0.60 % Expected dividend yield 0 % 0 % Expected life of options in years 5.0 7.0 5.0 Estimated fair value of options granted $ 0.78 3.20 $ 7.03 Included in the above table are stock options granted in 2019 to purchase 231,058 0.08 The weighted average grant date fair value of stock options granted during the years ended December 31, 2022 and 2021 was approximately $ 2.70 5.48 1.25 5.47 Total stock based compensation expense included in the accompanying consolidated statements of operations was as follows: Schedule of Stock Based Compensation Expense 2022 2021 For the years ended December 31, 2022 2021 Research and development $ 341,389 $ 530,556 General and administrative 459,307 708,713 Total stock based compensation $ 800,696 $ 1,239,269 At December 31, 2022, the total unrecognized compensation expense related to non-vested options was approximately $ 1.9 2.8 In March 2021, the Company modified the stock option exercise price for stock options granted during 2020, increasing the exercise price of such stock options (after adjusting for the 1-for-26.4 reverse stock split) from $0.18 or $2.60 to $0.31 or $3.82 per share, respectively Warrants In connection with the IPO, the Company issued warrants to purchase such number of shares of the Company’s common stock equal to 5% of the total shares of common stock issued in the IPO. The warrants are exercisable at $ 5.00 the Company’s Schedule of Warrants Initial Exercise Warrants Warrants Warrants Issuance Date Exercise Date Expiration Date Price Issued Exercised Outstanding January 14, 2022 July 10, 2022 January 11, 2027 $ 5.00 187,500 - 187,500 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 8 – Income Taxes The Company does not have any significant current income taxes due because of the losses generated in each year. Deferred income taxes represent the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and income tax purposes. The Company’s deferred tax assets relate primarily to its net operating loss carryforwards and other balance sheet basis differences. In accordance with FASB ASC 740, the Company recorded a valuation allowance to fully offset the gross deferred tax asset because it is not more likely than not that the Company will realize future benefits associated with these deferred tax assets at December 31, 2022 and 2021. The valuation allowance increased by approximately $ 2.3 652,000 The significant components of the Company’s deferred tax assets and liabilities as of December 31, 2022 and 2021 were as follows: Schedule of Significant Components of Company’s Deferred Tax Assets 2022 2021 December 31, 2022 2021 Deferred tax asset (liabilities) related to: Federal net operating loss carryforward $ 1,951,000 $ 702,000 State net operating loss carryforward 660,000 238,000 Capitalized costs 512,000 394,000 Acquired in-process research and development 163,000 178,000 Research and development credit 81,000 45,000 Stock compensation 534,000 336,000 Accrued expenses and other - (66,000 ) Total deferred tax assets 3,901,000 1,827,000 Valuation allowance (3,901,000 ) (1,827,000 ) Deferred tax asset, net of valuation allowance $ - $ - The income tax benefit for the years ended December 31, 2022 and 2021 differ from the amounts computed by applying the U.S. federal income tax rate of 21 Schedule of Effective Income Tax Expense 2022 2021 For the years ended December 31, 2022 2021 Income tax benefit at the federal statutory rate $ (1,779,000 ) $ (463,000 ) Permanent differences and other 257,000 (61,000 ) State income taxes (515,000 ) (118,000 ) Research and development credit (76,000 ) (40,000 ) Other 40,000 30,000 Change in valuation allowance 2,073,000 652,000 Effective income tax expense $ - $ - A valuation allowance is required to reduce the deferred tax assets reported if, based on the weight of the evidence, it is more likely than not that some portion or all of the deferred tax assets will not be realized. After consideration of the available evidence, both positive and negative, the Company determined that valuation allowances of approximately $ 3.9 1.8 At both December 31, 2022 and 2021, the Company had available net operating loss carryforwards of approximately $ 9.3 3.3 81,000 10.3 Sections 382 and 383 of the Internal Revenue Code, and similar state regulations, contain provisions that may limit the NOL carryforwards available to be used to offset income in any given year upon the occurrence of certain events, including changes in the ownership interests of significant stockholders. In the event of a cumulative change in ownership in excess of 50% over a three-year period, the amount of the NOL carryforwards that the Company may utilize in any one year may be limited. Although the Company has not undertaken a formal analysis, it is likely that such an ownership change occurred during 2021. On March 27, 2020, the United States Department of the Treasury enacted the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”). The CARES Act is an emergency economic stimulus package that includes spending and tax breaks to strengthen the United States economy and fund a nationwide effort to curtail the effect of COVID-19. While the CARES Act provides sweeping tax changes in response to the COVID-19 pandemic, some of the more significant provisions which are expected to impact the Company’s financial statements include removal of certain limitations on utilization of NOLs, increasing the loss carryback period for certain losses to five years, and increasing the ability to deduct interest expense, as well as amending certain provisions of the previously enacted Tax Cuts and Jobs Act. The Company has concluded that the CARES Act did not have a material impact on its financial position, results of operations, or cash flows. On December 27, 2020, the United States enacted the Consolidated Appropriations Act which extended many of the benefits of the CARES Act that were scheduled to expire. The Company evaluated the impact of the Consolidated Appropriations Act on its consolidated financial statements and related disclosures and concluded that the impact is immaterial. |
Related-party Transactions
Related-party Transactions | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related-party Transactions | Note 9 – Related-party Transactions As described in Note 4 to the consolidated financial statements, the Company entered into the Notes with the Holders commencing in May 2017. The Holders of substantially all of the Notes were the Company’s founder and CEO, a member of the Company’s board of directors, and third parties that are family members of the founder and CEO. The Notes were converted into shares of the Company’s common stock on January 14, 2022 in connection with the closing of the IPO. In addition to the above Notes, the Company had amounts due to the founder and CEO that totaled $ 200,000 200,000 On January 4, 2022 and January 6, 2022, the Company issued unsecured promissory notes in the aggregate principal amount of approximately $ 139,000 $ 14,000 12 5.0 Additionally, on April 18, 2022, the founder and CEO exercised options to purchase up to 240,526 0.10 24,000 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 10 – Commitments and Contingencies Small Molecule Analogues On December 30, 2019, the Company acquired a series of small molecule analogues pursuant to an Asset Purchase Agreement (“APA”). Pursuant to the APA, the Company is required to make a payment of $50,000 upon raising of at least $2.0 million in funding, and up to approximately $1.75 million based upon successfully meeting clinical and sales milestones. no 50,000 Research Collaboration and Product License Agreement with Minotaur Therapeutics, Inc. (“Minotaur”) and Commercial License Agreement with Taurus Biosciences, LLC (“Taurus”) Hillstream has entered into a research collaboration and product license agreement with Minotaur and a commercial license agreement with Taurus to advance Picobodies against novel, unreachable and undruggable epitopes in high-value validated targets starting with PD-1. The research and collaboration agreement and product license agreement is for the development of proprietary targeted biologics, Knob Quatrabodies™ 150,000 1,000,000 The Taurus agreement contains single digit royalties on net product sales and development milestone payments tied to advancement through clinical trials and final regulatory approval. Employment Agreement In January 2019, the Company entered into a three-year employment agreement with its CEO which provides a specified base salary and bonus. The employment agreement also provides the CEO with certain benefits while employed and if employment ceases. The Company accrued $ 200,000 In January 2020, the Company amended the employment agreement pursuant to which, in lieu of a cash base salary, the CEO was to be compensated with stock options to purchase 7,575 3.0 Effective January 1, 2021, the Company amended the employment agreement with its CEO to provide a revised base salary pre-funding (as defined in the employment agreement). In lieu of cash base salary, the CEO was to be compensated with stock options to purchase 18,939 7.82 5.0 5.0 5.0 757,575 On June 1, 2021, the Company entered into an Amended and Restated Employment Agreement, as amended on September 24, 2021 (the “Amended and Restated Employment Agreement”) with the Company’s CEO. The term of the Amended and Restated Employment Agreement commenced upon the closing of the Company’s IPO and continues for a period of five years and automatically renews for successive one-year periods at the end of each term unless either party provides written notice of their intent not to renew at least 60 days prior to the expiration of the then effective term. Pursuant to the Amended and Restated Employment Agreement, the CEO will receive an annual base salary of $ 485,000 55 (i) $250 million , the CEO shall receive a cash payment of $150,000; (ii) $500 million, the CEO shall receive a cash payment of $350,000; and (iii) $1.0 billion , the CEO shall receive a cash payment of $750,000 757,575 4.00 |
Restatement of Previously Iss_2
Restatement of Previously Issued Unaudited Condensed Consolidated Financial Statements | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Restatement of Previously Issued Unaudited Condensed Consolidated Financial Statements | Note 11 – Restatement of Previously Issued Unaudited Condensed Consolidated Financial Statements In lieu of filing amended Quarterly Reports on Form 10-Q, the following tables represent the restated unaudited consolidated balance sheets and consolidated statements of cash flows as of and for the three months ended March 31, 2022, the six months ended June 30, 2022, and the nine months ended September 30, 2022. See Note 2 to the consolidated financial statements for additional information. The effects on the statements of operations and changes in statements of changes in stockholder’s equity for these periods were not material and as a result, the statements are not presented as restated. The following tables represent the restatement of the unaudited consolidated balance sheets and consolidated statement of cash flows with a reconciliation from the previously reported amounts to the restated amounts. Schedule of Financial Statements Reported Adjustment As Restated March 31, 2022 As Previously Reported Adjustment As Restated ASSETS Current assets Cash $ 11,121,854 $ - $ 11,121,854 Prepaid expenses and other current assets 233,180 736,109 969,289 Total current assets 11,355,034 736,109 12,091,143 Total assets $ 11,355,034 $ 736,109 $ 12,091,143 LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) Current liabilities Accounts payable $ 597,455 $ - $ 597,455 Due to founder 200,000 - 200,000 Accrued expenses 218,885 - 218,885 Insurance premium financing liability - 736,109 736,109 Total current liabilities 1,016,340 736,109 1,752,449 Related-party convertible notes, net of short-term portion - - - Total liabilities 1,016,340 736,109 1,752,449 Commitments and contingencies Stockholders’ equity (deficit) Preferred stock, $ 0.0001 10,000,000 no - - - Common stock, $ 0.0001 250,000,000 11,364,444 1,136 - 1,136 Additional paid-in capital 20,191,212 - 20,191,212 Accumulated deficit (9,853,654 ) - (9,853,654 ) Total stockholders’ equity (deficit) 10,338,694 - 10,338,694 Total liabilities and stockholders’ equity (deficit) $ 11,355,034 $ 736,109 $ 12,091,143 Reported Adjustment As Restated For the Three Months Ended March 31, 2022 As Previously Reported Adjustment As Restated Cash flows from operating activities: Net loss $ (2,942,404 ) $ - $ (2,942,404 ) Adjustments to reconcile net loss to net cash used in operating activities: Amortization of debt discount 1,569,003 - 1,569,003 Stock based compensation 19,381 - 19,381 Stock issuance pursuant to services agreement 100,000 - 100,000 Change in fair value of redemption liability - - - (Increase) decrease in: Prepaid expenses and other current assets (162,510 ) (736,109 ) (898,619 ) Increase (decrease) in: Accounts payable (498,220 ) - (498,220 ) Accrued interest 7,237 - 7,237 Accrued expenses (99,338 ) - (99,338 ) Net cash used in operating activities (2,006,851 ) (736,109 ) (2,742,960 ) Cash flows from financing activities: Proceeds from issuance of common stock upon initial public offering, net of underwriting discounts and issuance costs 13,645,643 - 13,645,643 Payment of deferred offering costs (521,294 ) - (521,294 ) Proceeds from insurance premium financing liability - 917,472 917,472 Repayment of insurance premium financing liability - (181,363 ) (181,363 ) Net cash provided by financing activities 13,124,349 736,109 13,860,458 Net increase in cash 11,117,498 - 11,117,498 Cash, beginning of period 4,356 - 4,356 Cash, end of period $ 11,121,854 $ - $ 11,121,854 Reported Adjustment As Restated June 30, 2022 As Previously Reported Adjustment As Restated ASSETS Current assets Cash $ 9,484,184 $ - $ 9,484,184 Prepaid expenses and other current assets 301,366 462,077 763,443 Total current assets 9,785,550 462,077 10,247,627 Total assets $ 9,785,550 $ 462,077 $ 10,247,627 LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) Current liabilities Accounts payable $ 559,529 $ - $ 559,529 Accrued expenses 185,944 - 185,944 Insurance premium financing liability - 462,077 462,077 Total current liabilities 745,473 462,077 1,207,550 Related-party convertible notes, net of short-term portion - - - Total liabilities 745,473 462,077 1,207,550 Commitments and contingencies Stockholders’ equity (deficit) Preferred stock, $ 0.0001 10,000,000 no - - - Common stock, $ 0.0001 250,000,000 11,604,970 11,574,970 1,160 - 1,160 Additional paid-in capital 20,554,128 - 20,554,128 Accumulated deficit (11,490,508 ) - (11,490,508 ) Treasury stock, at cost, 30,000 (24,703 ) - (24,703 ) Total stockholders’ equity (deficit) 9,040,077 - 9,040,077 Total liabilities and stockholders’ equity (deficit) $ 9,785,550 $ 462,077 $ 10,247,627 Reported Adjustment As Restated For the Six Months Ended June 30, 2022 As Previously Reported Adjustment As Restated Cash flows from operating activities: Net loss $ (4,579,258 ) $ - $ (4,579,258 ) Adjustments to reconcile net loss to net cash used in operating activities: Amortization of debt discount 1,569,003 - 1,569,003 Stock based compensation 357,932 - 357,932 Stock issuance pursuant to services agreement 100,000 - 100,000 Change in fair value of redemption liability - - - (Increase) decrease in: Prepaid expenses and other current assets (255,399 ) (462,077 ) (717,476 ) Increase (decrease) in: Accounts payable (536,146 ) - (536,146 ) Accrued interest 7,237 - 7,237 Due to founder (200,000 ) (200,000 ) Accrued expenses (132,279 ) - (132,279 ) Net cash used in operating activities (3,668,910 ) (462,077 ) (4,130,987 ) Cash flows from financing activities: Exercise of stock options 24,389 - 24,389 Proceeds from issuance of common stock upon initial public offering, net of underwriting discounts and issuance costs 13,645,643 - 13,645,643 Payment of deferred offering costs (521,294 ) - (521,294 ) Proceeds from insurance premium financing liability - 917,472 917,472 Repayment of insurance premium financing liability - (455,395 ) (455,395 ) Net cash provided by financing activities 13,148,738 462,077 13,610,815 Net increase in cash 9,479,828 - 9,479,828 Cash, beginning of period 4,356 - 4,356 Cash, end of period $ 9,484,184 $ - $ 9,484,184 Reported Adjustment As Restated September 30, 2022 As Previously Reported Adjustment As Restated ASSETS Current assets Cash $ 7,596,667 $ - $ 7,596,667 Prepaid expenses and other current assets 235,951 185,639 421,590 Total current assets 7,832,618 185,639 8,018,257 Total assets $ 7,832,618 $ 185,639 $ 8,018,257 LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) Current liabilities Accounts payable $ 536,838 $ - $ 536,838 Accrued expenses 179,871 - 179,871 Insurance premium financing liability - 185,639 185,639 Total current liabilities 716,709 185,639 902,348 Related-party convertible notes, net of short-term portion - - - Total liabilities 716,709 185,639 902,348 Commitments and contingencies Stockholders’ equity (deficit) Preferred stock, $ 0.0001 10,000,000 no - - - Common stock, $ 0.0001 250,000,000 11,604,970 11,529,861 1,160 - 1,160 Additional paid-in capital 20,794,890 - 20,794,890 Accumulated deficit (13,617,994 ) - (13,617,994 ) Treasury stock, at cost, 75,109 (62,147 ) - (62,147 ) Total stockholders’ equity (deficit) 7,115,909 - 7,115,909 Total liabilities and stockholders’ equity (deficit) $ 7,832,618 $ 185,639 $ 8,018,257 Reported Adjustment As Restated For the Nine Months Ended September 30, 2022 As Previously Reported Adjustment As Restated Cash flows from operating activities: Net loss $ (6,706,744 ) $ - $ (6,706,744 ) Adjustments to reconcile net loss to net cash used in operating activities: Amortization of debt discount 1,569,003 - 1,569,003 Stock based compensation 598,694 - 598,694 Stock issuance pursuant to services agreement 100,000 - 100,000 Change in fair value of redemption liability - - - (Increase) decrease in: Prepaid expenses and other current assets (165,281 ) (185,639 ) (350,920 ) Increase (decrease) in: Accounts payable (558,837 ) - (558,837 ) Accrued interest 7,237 - 7,237 Due to founder (200,000 ) (200,000 ) Accrued expenses (138,352 ) - (138,352 ) Net cash used in operating activities (5,494,280 ) (185,639 ) (5,679,919 ) Cash flows from financing activities: Exercise of stock options 24,389 - 24,389 Purchase of treasury stock at cost (62,147 ) - (62,147 ) Proceeds from issuance of common stock upon initial public offering, net of underwriting discounts and issuance costs 13,645,643 - 13,645,643 Payment of deferred offering costs (521,294 ) - (521,294 ) Proceeds from insurance premium financing liability - 917,472 917,472 Repayment of insurance premium financing liability - (731,833 ) (731,833 ) Net cash provided by financing activities 13,086,591 185,639 13,272,230 Net increase in cash 7,592,311 - 7,592,311 Cash, beginning of period 4,356 - 4,356 Cash, end of period $ 7,596,667 $ - $ 7,596,667 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 12 – Subsequent Events On January 1, 2023, the Company granted its Chief Executive Officer stock options to purchase up to 515,127 0.39 On February 27, 2023, the Company filed a Certificate of Cancellation with the Delaware Secretary of State with respect to Farrington Therapeutics LLC. Underwriting Agreement In connection with the Company’s filing of a Registration Statement on Form S-3 with the SEC using a “shelf” registration process as disclosed in Note 5 to the condensed consolidated financial statements, o n April 27, 2023, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with ThinkEquity LLC (“ThinkEquity”), as representative of several underwriters (the “Underwriters”), relating to the public offering (the “Offering”) of 5,300,000 0.50 795,000 $ 2.2 $ 2.6 Also, in connection with the Offering, the Company issued designees of ThinkEquity warrants (the “Representative’s Warrants”) to purchase such number of shares of the Company’s common stock equal to 3% of the number of Securities sold in the Offering at an initial exercise price of $0.625 per share, subject to adjustment. The Representative’s Warrants are exercisable at any time and from time to time, in whole or in part, during the four and one half year period commencing 180 days from the commencement of sales of the shares of common stock in the Offering. Except as noted above, there were no material subsequent events that required recognition or additional disclosure in these consolidated financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation These accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The Company operates in one segment. |
Reverse Stock Split | Reverse Stock Split On September 16, 2021, the Company effectuated a reverse split of shares of its common stock at a ratio of 1-for-26.4 |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of HBI and its wholly-owned subsidiaries, HB and Farrington. All significant intercompany balances and transactions have been eliminated in consolidation. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Management bases its estimates on historical experience and on assumptions believed to be reasonable under the circumstances. The estimation process often may yield a range of potentially reasonable estimates of the ultimate future outcomes, and management must select an amount that falls within that range of reasonable estimates. Estimates are used in the following areas, among others: valuation of common shares and stock options prior to the IPO, allowances of deferred tax assets, valuation of debt related instruments, and cash flow assumptions regarding going concern considerations. Although management believes the estimates that have been used are reasonable, actual results could vary from the estimates that were used. |
Concentration of Credit Risk | Concentration of Credit Risk The Company maintains cash balances with various financial institutions. Account balances at these institutions are insured by the Federal Deposit Insurance Corporation up to $ 250,000 The Company believes that it is not subject to unusual credit risk beyond the normal credit risk associated with commercial banking relationships. |
Research and Development | Research and Development Research and development costs are expensed as incurred. Research and development expenses include personnel costs associated with research and development activities, including third party contractors to perform research, conduct clinical trials, and manufacture drug supplies and materials. The Company accrues for costs incurred by external service providers, including contract research organizations and clinical investigators, based on its estimates of service performed and costs incurred. These estimates include the level of services performed by third parties, patient enrollment in clinical trials, administrative costs incurred by third parties, and other indicators of the services completed. Approximately $ 61,000 |
Stock Based Compensation | Stock Based Compensation The Company recognizes compensation costs resulting from the issuance of stock-based awards to employees, non-employees and directors as an expense in the consolidated statements of operations over the requisite service period based on a measurement of fair value for each stock-based award. The fair value of each option grant to employees, non-employees and directors is estimated as of the date of grant using the Black-Scholes option-pricing model, net of actual forfeitures. The fair value is amortized as compensation cost on a straight-line basis over the requisite service period of the awards, which is generally the vesting period. The fair value of each stock option grant is estimated on the date of grant using the Black-Scholes option-pricing model. Prior to January 12, 2022, the Company was a private company and the Company’s common stock has been publicly traded since that date. As a result, the Company has lacked company-specific historical and implied volatility information. Therefore, it has estimated its expected stock volatility based on the historical data regarding the volatility of a publicly traded set of peer companies. The expected term of stock options granted was between five and seven years. The risk-free interest rate was determined by reference to the U.S. Treasury yield curve in effect at the time of grant of the award for time periods approximately equal to the expected term of the award. |
Common Stock Valuations | Common Stock Valuations Prior to the IPO, the Company was required to periodically estimate the fair value of common stock with the assistance of an independent third-party valuation expert when issuing stock options and computing its estimated stock based compensation expense and value of shares issued in acquiring product candidates. The assumptions underlying these valuations represented management’s best estimates, which involved inherent uncertainties and the application of significant levels of management judgment. In order to determine the fair value, the Company considered, among other things, contemporaneous valuations of the Company’s common stock; the Company’s business, financial condition and results of operations, including related industry trends affecting its operations; the likelihood of achieving various liquidity events; the lack of marketability of the Company’s common stock; the market performance of comparable publicly traded companies; and U.S. and global economic and capital market conditions. After the closing of the Company’s IPO on January 14, 2022, the fair value of common stock is determined by using the closing price of the Company’s common stock on The Nasdaq Capital Market. |
Treasury Stock | Treasury Stock The Company’s board of directors has authorized the repurchase of up to $ 1 |
Debt Discount and Derivative Instruments | Debt Discount and Derivative Instruments The initial fair value of the redemption feature relating to the convertible debt instruments was treated as a debt discount and was amortized over the term of the related debt using the straight-line method, which approximates the interest method. Amortization of debt discount is recorded as a component of interest expense. If a loan is paid in full, any unamortized debt discounts will be removed from the related accounts and charged to operations. As the convertible debt was converted into common stock at the date of the IPO, the unamortized debt discount was charged to interest expense. In accordance with Financial Accounting Standards Board (“FASB”) Interest - Imputation of Interest The Company accounts for derivative instruments in accordance with FASB Accounting Standards Codification (“ASC”) Derivative and Hedging |
Fair Value Measurements | Fair Value Measurements The Company applies FASB ASC 820, Fair Value Measurement The carrying value of the Company’s prepaid expenses, accounts payable, and accrued expenses approximate fair value because of the short-term maturity of these financial instruments. The redemption feature of the debt instruments is recorded at fair value. See Note 5 to the consolidated financial statements for further details. The valuation hierarchy is composed of three levels. The classification within the valuation hierarchy is based on the lowest level of input that is significant to the fair value measurement. The levels within the valuation hierarchy are described below: Level 1 Inputs: Level 2 Inputs: Level 3 Inputs: |
Deferred Offering Costs | Deferred Offering Costs Deferred offering costs consisted of legal, accounting, printing, and filing fees that the Company capitalized which were offset against the proceeds from the IPO. |
Insurance Premium Financing L_2
Insurance Premium Financing Liability (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Insurance Premium Financing Liability | |
Income Taxes | Income Taxes The Company accounts for income taxes using the asset-and-liability method in accordance with FASB ASC 740, Income Taxes Deferred income taxes are recognized for the tax effect of temporary differences between the financial statement carrying amount of assets and liabilities and the amounts used for income tax purposes and for certain changes in valuation allowances. Valuation allowances are recorded to reduce certain deferred tax assets when, in management’s estimation, it is more-likely-than-not that a tax benefit will not be realized. A valuation allowance has been recognized for all periods since it is more-likely-than-not that some portion or all of the deferred tax assets will not be realized in future periods. The Company follows the guidance in FASB ASC Topic 740-10 in assessing uncertain tax positions. The standard applies to all tax positions and clarifies the recognition of tax benefits in the financial statements by providing for a two-step approach of recognition and measurement. The first step involves assessing whether the tax position is more-likely-than-not to be sustained upon examination based upon its technical merits. The second step involves measurement of the amount to be recognized. Tax positions that meet the more-likely-than-not threshold are measured at the largest amount of tax benefit that is greater than 50% likely of being realized upon ultimate finalization with the taxing authority. The Company recognizes the impact of an uncertain income tax position in the financial statements if it believes that the position is more likely than not to be sustained by the relevant taxing authority. The Company will recognize interest and penalties related to tax positions in income tax expense |
Net Loss per Share | Net Loss per Share The Company reports loss per share in accordance with FASB ASC 260-10, Earnings Per Share Potentially dilutive securities not included in the computation of loss per share for the years ended December 31, 2022 and 2021 included options to purchase 1,628,813 903,468 1-for-26.4 187,500 |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements The Company has evaluated all recent accounting pronouncements and believes that none of them will have a material effect on the Company’s financial position, results of operations, or cash flows, including as described below. Earnings per Share In May 2021, the FASB issued ASU 2021-04, Earnings Per Share Debt-Modifications and Extinguishments Compensation-Stock Compensation Derivatives and Hedging-Contracts in Entity’s Own Equity Codification Improvements In October 2020, the FASB issued ASU 2020-10, Codification Improvements This amendment is effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years, and was effective for the Company beginning January 1, 2022. This ASU did not have a material impact on the Company’s consolidated financial statement presentation. |
Recent Accounting Pronouncements Not Yet Adopted | Recent Accounting Pronouncements Not Yet Adopted Debt with Conversion and Other Options and Derivatives and Hedging The FASB issued ASU 2020-06, Debt - Debt with Conversion and Other Options Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity Earnings Per Share |
Restatement of Previously Iss_3
Restatement of Previously Issued Financial Statements (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Changes and Error Corrections [Abstract] | |
Schedule of Cash Flows | Schedule of Cash Flows Reported Adjustment As Restated For the Year Ended December 31, 2022 As Previously Reported Adjustment As Restated Cash flows from operating activities: Net loss $ (8,473,182 ) $ - $ (8,473,182 ) Adjustments to reconcile net loss to net cash used in operating activities: Amortization of debt discount 1,569,003 - 1,569,003 Stock based compensation 800,696 - 800,696 Stock issuance pursuant to services agreement 100,000 - 100,000 Interest and original issuance discount on promissory notes 14,645 - 14,645 (Increase) decrease in: Prepaid expenses and other current assets (107,424 ) - (107,424 ) Increase (decrease) in: Accounts payable (141,170 ) - (141,170 ) Accrued interest 7,237 - 7,237 Due to founder (200,000 ) - (200,000 ) Accrued expenses (127,755 ) - (127,755 ) Net cash used in operating activities (6,557,950 ) - (6,557,950 ) Cash flows from financing activities: Exercise of stock options 24,389 - 24,389 Purchase of treasury stock at cost (69,965 ) - (69,965 ) Proceeds from issuance of common stock upon initial public offering, net of underwriting discounts and issuance costs 13,645,643 - 13,645,643 Payment of deferred offering costs (521,294 ) - (521,294 ) Proceeds from insurance premium financing liability - 917,472 917,472 Repayment of insurance premium financing liability - (917,472 ) (917,472 ) Proceeds from promissory notes 125,000 - 125,000 Repayments on promissory notes (139,645 ) - (139,645 ) Proceeds from related party convertible notes - - - Net cash provided by financing activities 13,064,128 - 13,064,128 Net increase (decrease) in cash 6,506,178 - 6,506,178 Cash, beginning of period 4,356 - 4,356 Cash, end of period $ 6,510,534 $ - $ 6,510,534 |
Convertible Notes - Related P_2
Convertible Notes - Related Parties (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Convertible Debt | The carrying value of the outstanding related-party convertible notes at December 31, 2021 was as follows: Schedule of Convertible Debt Principal amount outstanding $ 3,734,446 Less: debt discount, net of accumulated amortization (1,569,003 ) Carrying value $ 2,165,443 Current portion $ 1,392,544 Long-term portion 772,899 Total carrying value $ 2,165,443 |
Redemption Liability (Tables)
Redemption Liability (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Redemption Liability | |
Schedule of Fair Value of Redemption Liability | Schedule of Fair Value of Redemption Liability December 31, 2020 $ 1,325,288 Beginning balance as of December 31, 2020 $ 1,325,288 Initial embedded redemption value 1,487,596 Change in fair value (1,832,651 ) December 31, 2021 $ 980,233 Ending balance as of December 31, 2021 $ 980,233 |
Stock Based Compensation (Table
Stock Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Stock Option Activity | The following table summarizes stock-based activities under the 2017 Stock Incentive Plan and 2019 Stock Incentive Plans: Schedule of Stock Option Activity Weighted Weighted Shares Average Average Underlying Exercise Contractual Options Price Terms Outstanding at December 31, 2020 675,731 $ 3.09 8.8 Granted 227,737 $ 7.76 Outstanding at December 31, 2021 903,468 $ 4.27 7.9 Granted 980,075 $ 3.38 Exercised (240,526 ) $ 0.10 Forfeited /cancelled (14,204 ) $ 5.28 Outstanding at December 31, 2022 1,628,813 $ 4.34 8.2 Exercisable options at December 31, 2022 981,908 $ 4.69 7.8 Vested and expected to vest at December 31, 2022 1,628,813 $ 4.34 8.2 |
Schedule of Exercise Price Range | The following table summarizes the exercise price range as of December 31, 2022 and 2021: Schedule of Exercise Price Range December 31, 2022 Exercise Price Outstanding Options Exercisable Options $ 0.08 57,763 53,621 $ 0.31 55,487 55,487 $ 1.00 50,000 50,000 $ 1.33 172,500 134,523 $ 2.64 107,004 86,825 $ 3.82 73,857 73,857 $ 4.00 757,575 183,002 $ 5.28 34,090 27,252 $ 7.03 18,940 18,940 $ 7.82 208,797 205,601 $ 13.20 92,800 92,800 1,628,813 981,908 December 31, 2021 Exercise Price Outstanding Options Exercisable Options $ 0.08 275,564 33,261 $ 0.31 78,212 78,133 $ 2.64 107,004 65,564 $ 3.82 73,857 73,857 $ 5.28 48,294 19,044 $ 7.03 18,940 18,940 $ 7.82 208,797 204,180 $ 13.20 92,800 87,663 903,468 580,642 |
Schedule of Options Weighted Average Assumptions | Stock options granted during the years ended December 31, 2022 and 2021 were valued using the Black-Scholes option-pricing model with the following weighted average assumptions: Schedule of Options Weighted Average Assumptions For the years ended December 31, 2022 2021 Expected volatility 94.5 104.0 % 111.3 % Risk-free interest rate 1.69 3.39 % 0.60 % Expected dividend yield 0 % 0 % Expected life of options in years 5.0 7.0 5.0 Estimated fair value of options granted $ 0.78 3.20 $ 7.03 |
Schedule of Stock Based Compensation Expense | Total stock based compensation expense included in the accompanying consolidated statements of operations was as follows: Schedule of Stock Based Compensation Expense 2022 2021 For the years ended December 31, 2022 2021 Research and development $ 341,389 $ 530,556 General and administrative 459,307 708,713 Total stock based compensation $ 800,696 $ 1,239,269 |
Schedule of Warrants | Schedule of Warrants Initial Exercise Warrants Warrants Warrants Issuance Date Exercise Date Expiration Date Price Issued Exercised Outstanding January 14, 2022 July 10, 2022 January 11, 2027 $ 5.00 187,500 - 187,500 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of Significant Components of Company’s Deferred Tax Assets | The significant components of the Company’s deferred tax assets and liabilities as of December 31, 2022 and 2021 were as follows: Schedule of Significant Components of Company’s Deferred Tax Assets 2022 2021 December 31, 2022 2021 Deferred tax asset (liabilities) related to: Federal net operating loss carryforward $ 1,951,000 $ 702,000 State net operating loss carryforward 660,000 238,000 Capitalized costs 512,000 394,000 Acquired in-process research and development 163,000 178,000 Research and development credit 81,000 45,000 Stock compensation 534,000 336,000 Accrued expenses and other - (66,000 ) Total deferred tax assets 3,901,000 1,827,000 Valuation allowance (3,901,000 ) (1,827,000 ) Deferred tax asset, net of valuation allowance $ - $ - |
Schedule of Effective Income Tax Expense | Schedule of Effective Income Tax Expense 2022 2021 For the years ended December 31, 2022 2021 Income tax benefit at the federal statutory rate $ (1,779,000 ) $ (463,000 ) Permanent differences and other 257,000 (61,000 ) State income taxes (515,000 ) (118,000 ) Research and development credit (76,000 ) (40,000 ) Other 40,000 30,000 Change in valuation allowance 2,073,000 652,000 Effective income tax expense $ - $ - |
Restatement of Previously Iss_4
Restatement of Previously Issued Unaudited Condensed Consolidated Financial Statements (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Financial Statements | The following tables represent the restatement of the unaudited consolidated balance sheets and consolidated statement of cash flows with a reconciliation from the previously reported amounts to the restated amounts. Schedule of Financial Statements Reported Adjustment As Restated March 31, 2022 As Previously Reported Adjustment As Restated ASSETS Current assets Cash $ 11,121,854 $ - $ 11,121,854 Prepaid expenses and other current assets 233,180 736,109 969,289 Total current assets 11,355,034 736,109 12,091,143 Total assets $ 11,355,034 $ 736,109 $ 12,091,143 LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) Current liabilities Accounts payable $ 597,455 $ - $ 597,455 Due to founder 200,000 - 200,000 Accrued expenses 218,885 - 218,885 Insurance premium financing liability - 736,109 736,109 Total current liabilities 1,016,340 736,109 1,752,449 Related-party convertible notes, net of short-term portion - - - Total liabilities 1,016,340 736,109 1,752,449 Commitments and contingencies Stockholders’ equity (deficit) Preferred stock, $ 0.0001 10,000,000 no - - - Common stock, $ 0.0001 250,000,000 11,364,444 1,136 - 1,136 Additional paid-in capital 20,191,212 - 20,191,212 Accumulated deficit (9,853,654 ) - (9,853,654 ) Total stockholders’ equity (deficit) 10,338,694 - 10,338,694 Total liabilities and stockholders’ equity (deficit) $ 11,355,034 $ 736,109 $ 12,091,143 Reported Adjustment As Restated For the Three Months Ended March 31, 2022 As Previously Reported Adjustment As Restated Cash flows from operating activities: Net loss $ (2,942,404 ) $ - $ (2,942,404 ) Adjustments to reconcile net loss to net cash used in operating activities: Amortization of debt discount 1,569,003 - 1,569,003 Stock based compensation 19,381 - 19,381 Stock issuance pursuant to services agreement 100,000 - 100,000 Change in fair value of redemption liability - - - (Increase) decrease in: Prepaid expenses and other current assets (162,510 ) (736,109 ) (898,619 ) Increase (decrease) in: Accounts payable (498,220 ) - (498,220 ) Accrued interest 7,237 - 7,237 Accrued expenses (99,338 ) - (99,338 ) Net cash used in operating activities (2,006,851 ) (736,109 ) (2,742,960 ) Cash flows from financing activities: Proceeds from issuance of common stock upon initial public offering, net of underwriting discounts and issuance costs 13,645,643 - 13,645,643 Payment of deferred offering costs (521,294 ) - (521,294 ) Proceeds from insurance premium financing liability - 917,472 917,472 Repayment of insurance premium financing liability - (181,363 ) (181,363 ) Net cash provided by financing activities 13,124,349 736,109 13,860,458 Net increase in cash 11,117,498 - 11,117,498 Cash, beginning of period 4,356 - 4,356 Cash, end of period $ 11,121,854 $ - $ 11,121,854 Reported Adjustment As Restated June 30, 2022 As Previously Reported Adjustment As Restated ASSETS Current assets Cash $ 9,484,184 $ - $ 9,484,184 Prepaid expenses and other current assets 301,366 462,077 763,443 Total current assets 9,785,550 462,077 10,247,627 Total assets $ 9,785,550 $ 462,077 $ 10,247,627 LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) Current liabilities Accounts payable $ 559,529 $ - $ 559,529 Accrued expenses 185,944 - 185,944 Insurance premium financing liability - 462,077 462,077 Total current liabilities 745,473 462,077 1,207,550 Related-party convertible notes, net of short-term portion - - - Total liabilities 745,473 462,077 1,207,550 Commitments and contingencies Stockholders’ equity (deficit) Preferred stock, $ 0.0001 10,000,000 no - - - Common stock, $ 0.0001 250,000,000 11,604,970 11,574,970 1,160 - 1,160 Additional paid-in capital 20,554,128 - 20,554,128 Accumulated deficit (11,490,508 ) - (11,490,508 ) Treasury stock, at cost, 30,000 (24,703 ) - (24,703 ) Total stockholders’ equity (deficit) 9,040,077 - 9,040,077 Total liabilities and stockholders’ equity (deficit) $ 9,785,550 $ 462,077 $ 10,247,627 Reported Adjustment As Restated For the Six Months Ended June 30, 2022 As Previously Reported Adjustment As Restated Cash flows from operating activities: Net loss $ (4,579,258 ) $ - $ (4,579,258 ) Adjustments to reconcile net loss to net cash used in operating activities: Amortization of debt discount 1,569,003 - 1,569,003 Stock based compensation 357,932 - 357,932 Stock issuance pursuant to services agreement 100,000 - 100,000 Change in fair value of redemption liability - - - (Increase) decrease in: Prepaid expenses and other current assets (255,399 ) (462,077 ) (717,476 ) Increase (decrease) in: Accounts payable (536,146 ) - (536,146 ) Accrued interest 7,237 - 7,237 Due to founder (200,000 ) (200,000 ) Accrued expenses (132,279 ) - (132,279 ) Net cash used in operating activities (3,668,910 ) (462,077 ) (4,130,987 ) Cash flows from financing activities: Exercise of stock options 24,389 - 24,389 Proceeds from issuance of common stock upon initial public offering, net of underwriting discounts and issuance costs 13,645,643 - 13,645,643 Payment of deferred offering costs (521,294 ) - (521,294 ) Proceeds from insurance premium financing liability - 917,472 917,472 Repayment of insurance premium financing liability - (455,395 ) (455,395 ) Net cash provided by financing activities 13,148,738 462,077 13,610,815 Net increase in cash 9,479,828 - 9,479,828 Cash, beginning of period 4,356 - 4,356 Cash, end of period $ 9,484,184 $ - $ 9,484,184 Reported Adjustment As Restated September 30, 2022 As Previously Reported Adjustment As Restated ASSETS Current assets Cash $ 7,596,667 $ - $ 7,596,667 Prepaid expenses and other current assets 235,951 185,639 421,590 Total current assets 7,832,618 185,639 8,018,257 Total assets $ 7,832,618 $ 185,639 $ 8,018,257 LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) Current liabilities Accounts payable $ 536,838 $ - $ 536,838 Accrued expenses 179,871 - 179,871 Insurance premium financing liability - 185,639 185,639 Total current liabilities 716,709 185,639 902,348 Related-party convertible notes, net of short-term portion - - - Total liabilities 716,709 185,639 902,348 Commitments and contingencies Stockholders’ equity (deficit) Preferred stock, $ 0.0001 10,000,000 no - - - Common stock, $ 0.0001 250,000,000 11,604,970 11,529,861 1,160 - 1,160 Additional paid-in capital 20,794,890 - 20,794,890 Accumulated deficit (13,617,994 ) - (13,617,994 ) Treasury stock, at cost, 75,109 (62,147 ) - (62,147 ) Total stockholders’ equity (deficit) 7,115,909 - 7,115,909 Total liabilities and stockholders’ equity (deficit) $ 7,832,618 $ 185,639 $ 8,018,257 Reported Adjustment As Restated For the Nine Months Ended September 30, 2022 As Previously Reported Adjustment As Restated Cash flows from operating activities: Net loss $ (6,706,744 ) $ - $ (6,706,744 ) Adjustments to reconcile net loss to net cash used in operating activities: Amortization of debt discount 1,569,003 - 1,569,003 Stock based compensation 598,694 - 598,694 Stock issuance pursuant to services agreement 100,000 - 100,000 Change in fair value of redemption liability - - - (Increase) decrease in: Prepaid expenses and other current assets (165,281 ) (185,639 ) (350,920 ) Increase (decrease) in: Accounts payable (558,837 ) - (558,837 ) Accrued interest 7,237 - 7,237 Due to founder (200,000 ) (200,000 ) Accrued expenses (138,352 ) - (138,352 ) Net cash used in operating activities (5,494,280 ) (185,639 ) (5,679,919 ) Cash flows from financing activities: Exercise of stock options 24,389 - 24,389 Purchase of treasury stock at cost (62,147 ) - (62,147 ) Proceeds from issuance of common stock upon initial public offering, net of underwriting discounts and issuance costs 13,645,643 - 13,645,643 Payment of deferred offering costs (521,294 ) - (521,294 ) Proceeds from insurance premium financing liability - 917,472 917,472 Repayment of insurance premium financing liability - (731,833 ) (731,833 ) Net cash provided by financing activities 13,086,591 185,639 13,272,230 Net increase in cash 7,592,311 - 7,592,311 Cash, beginning of period 4,356 - 4,356 Cash, end of period $ 7,596,667 $ - $ 7,596,667 |
Description of Business and L_2
Description of Business and Liquidity (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||
Jan. 14, 2022 | Mar. 31, 2022 | Jun. 30, 2022 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Subsidiary, Sale of Stock [Line Items] | ||||||
Operating income loss | $ 6,881,938 | $ 3,208,017 | ||||
Net cash provided by used in operating activities | $ 2,742,960 | $ 4,130,987 | $ 5,679,919 | 6,557,950 | 1,086,244 | |
Accumulated deficit | $ 9,853,654 | $ 11,490,508 | $ 13,617,994 | 15,384,432 | $ 6,911,250 | |
IPO [Member] | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Proceeds from issuance initial public offering | $ 13,000,000 | $ 13,000,000 |
Schedule of Cash Flows (Details
Schedule of Cash Flows (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Jun. 30, 2022 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Cash flows from operating activities: | |||||
Net loss | $ (2,942,404) | $ (4,579,258) | $ (6,706,744) | $ (8,473,182) | $ (2,206,643) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||||
Amortization of debt discount | 1,569,003 | 1,569,003 | 1,569,003 | 1,569,003 | 666,566 |
Stock based compensation | 19,381 | 357,932 | 598,694 | 800,696 | 1,239,269 |
Stock issuance pursuant to services agreement | 100,000 | 100,000 | 100,000 | 100,000 | |
Interest and original issuance discount on promissory notes | 14,645 | ||||
Increase (decrease) in: | |||||
Prepaid expenses and other current assets | 898,619 | (717,476) | (350,920) | (107,424) | 32,276 |
Accounts payable | (498,220) | (536,146) | (558,837) | (141,170) | 580,847 |
Accrued interest | 7,237 | 7,237 | 7,237 | 7,237 | 164,646 |
Due to founder | (200,000) | (200,000) | (200,000) | ||
Accrued expenses | (99,338) | (132,279) | (138,352) | (127,755) | 269,446 |
Net cash used in operating activities | (2,742,960) | (4,130,987) | (5,679,919) | (6,557,950) | (1,086,244) |
Cash flows from financing activities: | |||||
Exercise of stock options | 24,389 | 24,389 | 24,389 | ||
Purchase of treasury stock at cost | (62,147) | (69,965) | |||
Proceeds from issuance of common stock upon initial public offering, net of underwriting discounts and issuance costs | 13,645,643 | 13,645,643 | 13,645,643 | 13,645,643 | |
Payment of deferred offering costs | (521,294) | (521,294) | (521,294) | (521,294) | (179,267) |
Proceeds from insurance premium financing liability | 917,472 | 917,472 | 917,472 | 917,472 | |
Repayment of insurance premium financing liability | (181,363) | (455,395) | (731,833) | (917,472) | |
Proceeds from promissory notes | 125,000 | ||||
Repayments on promissory notes | (139,645) | ||||
Proceeds from related party convertible notes | 1,078,015 | ||||
Net cash provided by financing activities | 13,860,458 | 13,610,815 | 13,272,230 | 13,064,128 | 898,748 |
Net increase (decrease) in cash | 11,117,498 | 9,479,828 | 7,592,311 | 6,506,178 | (187,496) |
Cash, beginning of period | 4,356 | 4,356 | 4,356 | 4,356 | 191,852 |
Cash, end of period | 11,121,854 | 9,484,184 | 7,596,667 | 6,510,534 | 4,356 |
Previously Reported [Member] | |||||
Cash flows from operating activities: | |||||
Net loss | (2,942,404) | (4,579,258) | (6,706,744) | (8,473,182) | |
Adjustments to reconcile net loss to net cash used in operating activities: | |||||
Amortization of debt discount | 1,569,003 | 1,569,003 | 1,569,003 | 1,569,003 | |
Stock based compensation | 19,381 | 357,932 | 598,694 | 800,696 | |
Stock issuance pursuant to services agreement | 100,000 | 100,000 | 100,000 | 100,000 | |
Interest and original issuance discount on promissory notes | 14,645 | ||||
Increase (decrease) in: | |||||
Prepaid expenses and other current assets | 162,510 | (255,399) | (165,281) | (107,424) | |
Accounts payable | (498,220) | (536,146) | (558,837) | (141,170) | |
Accrued interest | 7,237 | 7,237 | 7,237 | 7,237 | |
Due to founder | (200,000) | (200,000) | (200,000) | ||
Accrued expenses | (99,338) | (132,279) | (138,352) | (127,755) | |
Net cash used in operating activities | (2,006,851) | (3,668,910) | (5,494,280) | (6,557,950) | |
Cash flows from financing activities: | |||||
Exercise of stock options | 24,389 | 24,389 | 24,389 | ||
Purchase of treasury stock at cost | (62,147) | (69,965) | |||
Proceeds from issuance of common stock upon initial public offering, net of underwriting discounts and issuance costs | 13,645,643 | 13,645,643 | 13,645,643 | 13,645,643 | |
Payment of deferred offering costs | (521,294) | (521,294) | (521,294) | (521,294) | |
Proceeds from insurance premium financing liability | |||||
Repayment of insurance premium financing liability | |||||
Proceeds from promissory notes | 125,000 | ||||
Repayments on promissory notes | (139,645) | ||||
Proceeds from related party convertible notes | |||||
Net cash provided by financing activities | 13,124,349 | 13,148,738 | 13,086,591 | 13,064,128 | |
Net increase (decrease) in cash | 11,117,498 | 9,479,828 | 7,592,311 | 6,506,178 | |
Cash, beginning of period | 4,356 | 4,356 | 4,356 | 4,356 | |
Cash, end of period | 11,121,854 | 9,484,184 | 7,596,667 | 6,510,534 | 4,356 |
Revision of Prior Period, Adjustment [Member] | |||||
Cash flows from operating activities: | |||||
Net loss | |||||
Adjustments to reconcile net loss to net cash used in operating activities: | |||||
Amortization of debt discount | |||||
Stock based compensation | |||||
Stock issuance pursuant to services agreement | |||||
Interest and original issuance discount on promissory notes | |||||
Increase (decrease) in: | |||||
Prepaid expenses and other current assets | 736,109 | (462,077) | (185,639) | ||
Accounts payable | |||||
Accrued interest | |||||
Due to founder | |||||
Accrued expenses | |||||
Net cash used in operating activities | (736,109) | (462,077) | (185,639) | ||
Cash flows from financing activities: | |||||
Exercise of stock options | |||||
Purchase of treasury stock at cost | |||||
Proceeds from issuance of common stock upon initial public offering, net of underwriting discounts and issuance costs | |||||
Payment of deferred offering costs | |||||
Proceeds from insurance premium financing liability | 917,472 | 917,472 | 917,472 | 917,472 | |
Repayment of insurance premium financing liability | (181,363) | (455,395) | (731,833) | (917,472) | |
Proceeds from promissory notes | |||||
Repayments on promissory notes | |||||
Proceeds from related party convertible notes | |||||
Net cash provided by financing activities | 736,109 | 462,077 | 185,639 | ||
Net increase (decrease) in cash | |||||
Cash, beginning of period | |||||
Cash, end of period |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details Narrative) - USD ($) shares in Millions | 12 Months Ended | ||
Sep. 16, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Stockholders' Equity, Reverse Stock Split | 1-for-26.4 | 1-for-26.4 | 1-for-26.4 |
Federal deposit | $ 250,000 | ||
Prepaid expenses | $ 61,000 | $ 61,000 | |
Treasury Stock [Member] | Board of Director [Member] | |||
Stock repurchased during period, shares | 1 |
Insurance Premium Financing L_3
Insurance Premium Financing Liability (Details Narrative) - USD ($) | 12 Months Ended | ||
Sep. 16, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Insurance premium | $ 1,207,200 | ||
Interest rate | 3.50% | ||
Payments to acquire life insurance policies | $ 289,728 | ||
Insurance premium principal amount | $ 93,225 | ||
Stockholders' equity, reverse stock split | 1-for-26.4 | 1-for-26.4 | 1-for-26.4 |
Options [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Potentially dilutive securities excluded from computation of EPS | 1,628,813 | 903,468 | |
Warrant [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Potentially dilutive securities excluded from computation of EPS | 187,500 |
Schedule of Convertible Debt (D
Schedule of Convertible Debt (Details) | Dec. 31, 2022 USD ($) |
Debt Disclosure [Abstract] | |
Principal amount outstanding | $ 3,734,446 |
Less: debt discount, net of accumulated amortization | (1,569,003) |
Total carrying value | 2,165,443 |
Current portion | 1,392,544 |
Long-term portion | $ 772,899 |
Convertible Notes - Related P_3
Convertible Notes - Related Parties (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |||||
Jan. 14, 2022 | Nov. 30, 2020 | May 31, 2017 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Oct. 01, 2020 | |
Short-Term Debt [Line Items] | |||||||
Debt instrument, face amount | $ 3,734,446 | ||||||
Notes Issued | 186,858 | ||||||
Interest expense | 1,591,244 | 831,277 | |||||
Interest payable, current | 179,621 | ||||||
Debt instrument, unamortized discount | 1,569,003 | ||||||
Interest expense, debt | 1,600,000 | 831,000 | |||||
Debt conversion, original debt, amount | 805,000 | ||||||
Common Stock [Member] | |||||||
Short-Term Debt [Line Items] | |||||||
Conversion of stock shares converted | 1,225,384 | ||||||
Rolled Over [Member] | |||||||
Short-Term Debt [Line Items] | |||||||
Debt conversion, original debt, amount | 639,000 | $ 166,000 | |||||
Convertible Promissory Note Agreements [Member] | |||||||
Short-Term Debt [Line Items] | |||||||
Debt instrument, interest rate, stated percentage | 5% | ||||||
Company receives gross proceeds | $ 7,500,000 | $ 5,000,000 | |||||
Debt instrument, term | 2 years | ||||||
Debt instrument, description | 80% of the price paid per share for Equity Securities by the investors in the Next Equity Financing, or (ii) an equity valuation of $25 million ($50 million for Notes issued after December 2020). | ||||||
Equity valuation | $ 25,000,000 | ||||||
Notes Issued | 50,000,000 | ||||||
Interest expense | 1,600,000 | 667,000 | |||||
Interest payable, current | $ 187,000 | 34,000 | $ 180,000 | ||||
Debt instrument, unamortized discount | 1,500,000 | ||||||
Convertible Promissory Note Agreements [Member] | Embedded Derivative Financial Instruments [Member] | |||||||
Short-Term Debt [Line Items] | |||||||
Debt instrument, fair value disclosure | $ 2,400,000 | ||||||
Convertible Promissory Note Agreements [Member] | December 2020 Note [Member] | |||||||
Short-Term Debt [Line Items] | |||||||
Debt instrument, interest rate, stated percentage | 20% | 20% | |||||
Debt instrument, term | 3 years | ||||||
Debt instrument, face amount | $ 2,100,000 |
Schedule of Fair Value of Redem
Schedule of Fair Value of Redemption Liability (Details) | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Redemption Liability | |
Beginning balance as of December 31, 2020 | $ 1,325,288 |
Initial embedded redemption value | 1,487,596 |
Change in fair value | (1,832,651) |
Ending balance as of December 31, 2021 | $ 980,233 |
Redemption Liability (Details N
Redemption Liability (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2022 | |
Short-Term Debt [Line Items] | ||
Loss on redemption value | $ 1,800,000 | |
Fair value, measurement liability value | 1,325,288 | $ 980,233 |
Convertible Debt [Member] | ||
Short-Term Debt [Line Items] | ||
Fair value, measurement liability value | $ 980,000 |
Common Stock (Details Narrative
Common Stock (Details Narrative) - USD ($) | 12 Months Ended | |||||||||
Feb. 16, 2022 | Jan. 14, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2022 | Jun. 30, 2022 | Jun. 09, 2022 | Mar. 31, 2022 | Dec. 31, 2020 | Apr. 30, 2019 | |
Subsidiary, Sale of Stock [Line Items] | ||||||||||
Common stock, shares authorized | 250,000,000 | 250,000,000 | 250,000,000 | 250,000,000 | 250,000,000 | 250,000,000 | ||||
Deferred offering costs | $ 546,651 | |||||||||
Share-based payment award, options, outstanding, number | 1,628,813 | 903,468 | 675,731 | |||||||
Principal amount | $ 3,734,446 | |||||||||
Accrued interest | $ 179,621 | |||||||||
Debt conversion, converted instrument, amount | 3,734,446 | |||||||||
Number of shares issued services, value | $ 100,000 | |||||||||
Number of shares authorized repurchased | 1,000,000 | |||||||||
Purchase of treasury stock at cost, shares | 90,826 | |||||||||
Purchase of treasury stock at cost | $ 69,965 | |||||||||
Consulting Services Agreement [Member] | ||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||
Shares issued, price per share | $ 3.15 | |||||||||
Number of shares issued services | 31,746 | |||||||||
Number of shares issued services, value | $ 100,000 | |||||||||
IPO [Member] | ||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||
Number of shares issued | 3,750,000 | |||||||||
Shares issued, price per share | $ 4 | |||||||||
Gross proceeds from issuance initial public offering | $ 15,000,000 | |||||||||
Underwriting discount | 1,100,000 | |||||||||
Commissions and other offering expenses | 1,000,000 | |||||||||
Deferred offering costs | 547,000 | |||||||||
Proceeds from issuance initial public offering | $ 13,000,000 | $ 13,000,000 | ||||||||
Share-based payment award, options, outstanding, number | 562,500 | |||||||||
Debt conversion, converted instrument, shares issued | 1,225,384 | |||||||||
Principal amount | $ 3,700,000 | |||||||||
Accrued interest | 187,000 | |||||||||
IPO [Member] | Redemption Liability [Member] | ||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||
Debt conversion, converted instrument, amount | $ 980,000 |
Schedule of Stock Option Activi
Schedule of Stock Option Activity (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Payment Arrangement [Abstract] | ||
Shares underlying option, outstanding, beginning | 903,468 | 675,731 |
Weighted average exercise price, outstanding, beginning | $ 4.27 | $ 3.09 |
Weighted average contractual terms, outstanding, ending | 7 years 10 months 24 days | 8 years 9 months 18 days |
Shares underlying option, granted | 980,075 | 227,737 |
Weighted average exercise price, granted | $ 3.38 | $ 7.76 |
Shares underlying option, exercised | (240,526) | |
Weighted average exercise price, exercised | $ 0.10 | |
Shares underlying option, forfeited /cancelled | (14,204) | |
Weighted average exercise price, forfeited /cancelled | $ 5.28 | |
Shares underlying option, outstanding, ending | 1,628,813 | 903,468 |
Weighted average exercise price, outstanding, endining | $ 4.34 | $ 4.27 |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 8 years 2 months 12 days | |
Shares underlying option, exercisable, ending | 981,908 | |
Weighted average exercise price, exercisable, ending | $ 4.69 | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term | 7 years 9 months 18 days | |
Shares underlying option, vested and expected to vest, ending | 1,628,813 | |
Weighted average exercise price, vested and expected to vest, ending | $ 4.34 | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested and Expected to Vest, Outstanding, Weighted Average Remaining Contractual Term | 8 years 2 months 12 days |
Schedule of Exercise Price Rang
Schedule of Exercise Price Range (Details) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Outstanding options | 1,628,813 | 903,468 |
Exercisable options | 981,908 | 580,642 |
Exercise Price One [Member] | ||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Exercise price | $ 0.08 | $ 0.08 |
Outstanding options | 57,763 | 275,564 |
Exercisable options | 53,621 | 33,261 |
Exercise Price Two [Member] | ||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Exercise price | $ 0.31 | $ 0.31 |
Outstanding options | 55,487 | 78,212 |
Exercisable options | 55,487 | 78,133 |
Exercise Price Three [Member] | ||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Exercise price | $ 1 | $ 2.64 |
Outstanding options | 50,000 | 107,004 |
Exercisable options | 50,000 | 65,564 |
Exercise Price Four [Member] | ||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Exercise price | $ 1.33 | $ 3.82 |
Outstanding options | 172,500 | 73,857 |
Exercisable options | 134,523 | 73,857 |
Exercise Price Five [Member] | ||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Exercise price | $ 2.64 | $ 5.28 |
Outstanding options | 107,004 | 48,294 |
Exercisable options | 86,825 | 19,044 |
Exercise Price Six [Member] | ||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Exercise price | $ 3.82 | $ 7.03 |
Outstanding options | 73,857 | 18,940 |
Exercisable options | 73,857 | 18,940 |
Exercise Price Seven [Member] | ||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Exercise price | $ 4 | $ 7.82 |
Outstanding options | 757,575 | 208,797 |
Exercisable options | 183,002 | 204,180 |
Exercise Price Eigjht [Member] | ||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Exercise price | $ 5.28 | $ 13.20 |
Outstanding options | 34,090 | 92,800 |
Exercisable options | 27,252 | 87,663 |
Exercise Price Nine [Member] | ||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Exercise price | $ 7.03 | |
Outstanding options | 18,940 | |
Exercisable options | 18,940 | |
Exercise Price Ten [Member] | ||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Exercise price | $ 7.82 | |
Outstanding options | 208,797 | |
Exercisable options | 205,601 | |
Exercise Price Eleven [Member] | ||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Exercise price | $ 13.20 | |
Outstanding options | 92,800 | |
Exercisable options | 92,800 |
Schedule of Options Weighted Av
Schedule of Options Weighted Average Assumptions (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Expected volatility minimum | 94.50% | |
Expected volatility maximum | 104% | |
Expected volatility | 111.30% | |
Risk-free interest rate minimum | 1.69% | |
Risk-free interest rate maximum | 3.39% | |
Risk-free interest rate maximum | 0.60% | |
Expected dividend yield | 0% | 0% |
Expected life of options in years | 5 years | |
Estimated fair value of options granted | $ 2.70 | $ 5.48 |
Estimated fair value of options granted | $ 7.03 | |
Minimum [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Expected life of options in years | 5 years | |
Estimated fair value of options granted | $ 0.78 | |
Maximum [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Expected life of options in years | 7 years | |
Estimated fair value of options granted | $ 3.20 |
Schedule of Stock Based Compens
Schedule of Stock Based Compensation Expense (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total stock based compensation | $ 800,696 | $ 1,239,269 |
Research and Development Expense [Member] | ||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total stock based compensation | 341,389 | 530,556 |
General and Administrative Expense [Member] | ||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total stock based compensation | $ 459,307 | $ 708,713 |
Schedule of Warrants (Details)
Schedule of Warrants (Details) - Warrant [Member] | 12 Months Ended |
Dec. 31, 2022 $ / shares shares | |
Warrants, Issuance Date | Jan. 14, 2022 |
Warrants, Initial Exercise Date | Jul. 10, 2022 |
Warrants, Expiration Date | Jan. 11, 2027 |
Warrants, Exercise Price | $ / shares | $ 5 |
Warrants, Issued | 187,500 |
Warrant, Exercised | |
Warrants, Outstanding | 187,500 |
Stock Based Compensation (Detai
Stock Based Compensation (Details Narrative) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | 5 Months Ended | 12 Months Ended | ||||||
Aug. 30, 2019 | Mar. 31, 2021 | Jan. 31, 2021 | May 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2019 | Dec. 31, 2020 | Jul. 31, 2019 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||
Options granted in period | 980,075 | 227,737 | |||||||
Number of options, outstanding | 1,628,813 | 903,468 | 675,731 | ||||||
Weighted average contractual term | 8 years 2 months 12 days | ||||||||
Weighted average exercise prices | $ 4.34 | $ 4.27 | $ 3.09 | ||||||
Share-based payment award, options, grants in period, weighted average exercise price | 3.38 | 7.76 | |||||||
Weighted average grant date fair value of stock options granted | 2.70 | 5.48 | |||||||
Weighted average fair value of stock options vested | $ 1.25 | $ 5.47 | |||||||
Unrecognized compensation expense | $ 1.9 | ||||||||
Unrecognized compensation expense, recognized period | 2 years 9 months 18 days | ||||||||
Options term of awards, description | the Company modified the stock option exercise price for stock options granted during 2020, increasing the exercise price of such stock options (after adjusting for the 1-for-26.4 reverse stock split) from $0.18 or $2.60 to $0.31 or $3.82 per share, respectively | ||||||||
Warrant [Member] | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||
Warrant exercise price | $ 5 | ||||||||
Share-Based Payment Arrangement, Option [Member] | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||
Options granted in period | 231,058 | ||||||||
Share-based payment award, options, grants in period, weighted average exercise price | $ 0.08 | ||||||||
2017 Stock Incentive Plan [Member] | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||
Number of shares authorized to issue | 94,696 | ||||||||
Options granted in period | 92,801 | ||||||||
Shares issued price per share | $ 13.20 | ||||||||
Number of shares available for grant | 1,895 | ||||||||
Number of options, outstanding | 92,801 | 92,801 | |||||||
Weighted average contractual term | 5 years 2 months 12 days | 6 years 2 months 12 days | |||||||
2019 Stock Incentive Plan [Member] | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||
Number of shares authorized to issue | 3,901,512 | 3,901,512 | 284,090 | ||||||
Options granted in period | 3,386,385 | 2,420,514 | |||||||
Number of shares available for grant | 515,127 | 1,480,998 | |||||||
Number of options, outstanding | 1,536,012 | 810,667 | |||||||
Weighted average contractual term | 8 years 4 months 24 days | 8 years | |||||||
Additional number of shares authorized to issue | 2,575,757 | 574,494 | 467,171 | ||||||
Weighted average exercise prices | $ 3.80 | $ 3.25 |
Schedule of Significant Compone
Schedule of Significant Components of Company’s Deferred Tax Assets (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Income Tax Disclosure [Abstract] | ||
Federal net operating loss carryforward | $ 1,951,000 | $ 702,000 |
State net operating loss carryforward | 660,000 | 238,000 |
Capitalized costs | 512,000 | 394,000 |
Acquired in-process research and development | 163,000 | 178,000 |
Research and development credit | 81,000 | 45,000 |
Stock compensation | 534,000 | 336,000 |
Accrued expenses and other | (66,000) | |
Total deferred tax assets | 3,901,000 | 1,827,000 |
Valuation allowance | (3,901,000) | (1,827,000) |
Deferred tax asset, net of valuation allowance |
Schedule of Effective Income Ta
Schedule of Effective Income Tax Expense (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Income tax benefit at the federal statutory rate | $ (1,779,000) | $ (463,000) |
Permanent differences and other | 257,000 | (61,000) |
State income taxes | (515,000) | (118,000) |
Research and development credit | (76,000) | (40,000) |
Other | 40,000 | 30,000 |
Change in valuation allowance | 2,073,000 | 652,000 |
Effective income tax expense |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Operating Loss Carryforwards [Line Items] | ||
Valuation allowance deferred tax asset change in amount | $ 2,300,000 | $ 652,000 |
Federal statutory income tax rate | 21% | 21% |
Operating loss carryforwards | $ 3,900,000 | $ 1,800,000 |
Deferred tax assets tax credit carryforwards | 81,000 | 45,000 |
Domestic Tax Authority [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Operating loss carryforwards | 9,300,000 | 3,300,000 |
Deferred tax assets tax credit carryforwards | 81,000 | $ 81,000 |
State and Local Jurisdiction [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Operating loss carryforwards | $ 10,300,000 |
Related-party Transactions (Det
Related-party Transactions (Details Narrative) - USD ($) | 12 Months Ended | ||||||
Apr. 18, 2022 | Apr. 02, 2022 | Jan. 06, 2022 | Dec. 31, 2022 | Mar. 31, 2022 | Jan. 04, 2022 | Dec. 31, 2021 | |
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | |||||||
Due to related parties current | $ 200,000 | $ 200,000 | |||||
Debt instrument, face amount | 3,734,446 | ||||||
Debt instrument, unamortized discount | $ 1,569,003 | ||||||
Stock options exercised, shares | 240,526 | ||||||
Options weighted average exercise price | $ 0.10 | ||||||
Stock options exercised, value | $ 24,389 | ||||||
Unsecured Promissory Notes [Member] | |||||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | |||||||
Debt instrument, face amount | $ 139,000 | $ 139,000 | |||||
Debt instrument, unamortized discount | $ 14,000 | $ 14,000 | |||||
Debt instrument, interest rate, effective percentage | 12% | 12% | |||||
Proceeds from issuance or sale of equity | $ 5,000,000 | ||||||
Founder and Chief Executive Officer [Member] | |||||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | |||||||
Due to related parties current | $ 200,000 | ||||||
Repayment of related party debt | $ 200,000 | ||||||
Options weighted average exercise price | $ 0.10 | ||||||
Stock options exercised, value | $ 24,000 | ||||||
Founder and Chief Executive Officer [Member] | Maximum [Member] | |||||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | |||||||
Stock options exercised, shares | 240,526 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |||||
Jun. 01, 2021 | Jan. 01, 2021 | Dec. 30, 2019 | Jan. 31, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | Jan. 31, 2019 | |
Loss Contingencies [Line Items] | |||||||
Up-front payment | $ 150,000 | ||||||
Milestone payment | $ 1,000,000 | ||||||
Options grant in period | 980,075 | 227,737 | |||||
Asset Purchase Agreement [Member] | |||||||
Loss Contingencies [Line Items] | |||||||
Asset acquisition description | the Company acquired a series of small molecule analogues pursuant to an Asset Purchase Agreement (“APA”). Pursuant to the APA, the Company is required to make a payment of $50,000 upon raising of at least $2.0 million in funding, and up to approximately $1.75 million based upon successfully meeting clinical and sales milestones. | ||||||
Payments to acquire productive assets | $ 0 | $ 0 | |||||
Initial payment | $ 50,000 | $ 50,000 | |||||
Employee Agreement [Member] | Chief Executive Officer [Member] | |||||||
Loss Contingencies [Line Items] | |||||||
Accrued salaries | $ 200,000 | ||||||
Stock issued during period, shares, employee stock purchase plans | 18,939 | 7,575 | |||||
Proceeds from issuance or sale of equity | $ 5,000,000 | $ 3,000,000 | |||||
Share issued price per share | $ 7.82 | ||||||
Options grant in period | 757,575 | ||||||
Employee Agreement [Member] | Chief Executive Officer [Member] | Minimum [Member] | |||||||
Loss Contingencies [Line Items] | |||||||
Proceeds from issuance or sale of equity | $ 5,000,000 | ||||||
Employee Agreement [Member] | Chief Executive Officer [Member] | Minimum [Member] | Investor [Member] | |||||||
Loss Contingencies [Line Items] | |||||||
Proceeds from issuance or sale of equity | $ 5,000,000 | ||||||
Restated Employment Agreement [Member] | Chief Executive Officer [Member] | |||||||
Loss Contingencies [Line Items] | |||||||
Share issued price per share | $ 4 | ||||||
Options grant in period | 757,575 | ||||||
Annual base salary | $ 485,000 | ||||||
Percentage of cash bouns recevied | 55% | ||||||
Other commitments, description | (i) $250 million , the CEO shall receive a cash payment of $150,000; (ii) $500 million, the CEO shall receive a cash payment of $350,000; and (iii) $1.0 billion , the CEO shall receive a cash payment of $750,000 |
Schedule of Financial Statement
Schedule of Financial Statements (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||
Mar. 31, 2022 | Jun. 30, 2022 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Apr. 30, 2019 | |
Current assets | |||||||
Cash | $ 11,121,854 | $ 9,484,184 | $ 7,596,667 | $ 6,510,534 | $ 4,356 | ||
Prepaid expenses and other current assets | 969,289 | 763,443 | 421,590 | 178,094 | 70,670 | ||
Total current assets | 12,091,143 | 10,247,627 | 8,018,257 | 6,688,628 | 621,677 | ||
Total assets | 12,091,143 | 10,247,627 | 8,018,257 | 6,688,628 | 621,677 | ||
Current liabilities | |||||||
Accounts payable | 597,455 | 559,529 | 536,838 | 954,505 | 1,463,059 | ||
Due to founder | 200,000 | 200,000 | |||||
Accrued expenses | 218,885 | 185,944 | 179,871 | 190,468 | 318,223 | ||
Insurance premium financing liability | 736,109 | 462,077 | 185,639 | ||||
Total current liabilities | 1,752,449 | 1,207,550 | 902,348 | 1,144,973 | 4,533,680 | ||
Related-party convertible notes, net of short-term portion | 772,899 | ||||||
Total liabilities | 1,752,449 | 1,207,550 | 902,348 | 1,144,973 | 5,306,579 | ||
Commitments and contingencies | |||||||
Stockholders’ equity (deficit) | |||||||
Preferred stock, $0.0001 par value, 10,000,000 shares authorized, no shares issued and outstanding as of September 30, 2022 | |||||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | 10,000,000 | 10,000,000 | 10,000,000 | ||
Preferred stock, shares issued | 0 | 0 | 0 | 0 | 0 | ||
Preferred stock, shares outstanding | 0 | 0 | 0 | 0 | 0 | ||
Common stock, $0.0001 par value, 250,000,000 shares authorized, 11,604,970 shares issued and 11,529,861 shares outstanding as of September 30, 2022 | $ 1,136 | $ 1,160 | $ 1,160 | $ 1,160 | $ 636 | ||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||
Common stock, shares authorized | 250,000,000 | 250,000,000 | 250,000,000 | 250,000,000 | 250,000,000 | 250,000,000 | |
Common stock, shares issued | 11,364,444 | 11,604,970 | 11,604,970 | 11,604,970 | 6,357,314 | ||
Common stock, shares outstanding | 11,364,444 | 11,574,970 | 11,529,861 | 11,514,144 | 6,357,314 | ||
Additional paid-in capital | $ 20,191,212 | $ 20,554,128 | $ 20,794,890 | $ 20,996,892 | $ 2,225,712 | ||
Accumulated deficit | (9,853,654) | (11,490,508) | (13,617,994) | (15,384,432) | (6,911,250) | ||
Total stockholders’ equity (deficit) | 10,338,694 | 9,040,077 | 7,115,909 | 5,543,655 | (4,684,902) | $ (3,717,528) | |
Total liabilities and stockholders’ equity (deficit) | 12,091,143 | 10,247,627 | 8,018,257 | 6,688,628 | 621,677 | ||
Cash flows from operating activities: | |||||||
Net loss | (2,942,404) | (4,579,258) | (6,706,744) | (8,473,182) | (2,206,643) | ||
Adjustments to reconcile net loss to net cash used in operating activities: | |||||||
Amortization of debt discount | 1,569,003 | 1,569,003 | 1,569,003 | 1,569,003 | 666,566 | ||
Stock based compensation | 19,381 | 357,932 | 598,694 | 800,696 | 1,239,269 | ||
Stock issuance pursuant to services agreement | 100,000 | 100,000 | 100,000 | 100,000 | |||
(Increase) decrease in: | |||||||
Prepaid expenses and other current assets | 898,619 | (717,476) | (350,920) | (107,424) | 32,276 | ||
Accounts payable | (498,220) | (536,146) | (558,837) | (141,170) | 580,847 | ||
Accrued interest | 7,237 | 7,237 | 7,237 | 7,237 | 164,646 | ||
Accrued expenses | (99,338) | (132,279) | (138,352) | (127,755) | 269,446 | ||
Net cash used in operating activities | (2,742,960) | (4,130,987) | (5,679,919) | (6,557,950) | (1,086,244) | ||
Cash flows from financing activities: | |||||||
Proceeds from issuance of common stock upon initial public offering, net of underwriting discounts and issuance costs | 13,645,643 | 13,645,643 | 13,645,643 | 13,645,643 | |||
Payment of deferred offering costs | (521,294) | (521,294) | (521,294) | (521,294) | (179,267) | ||
Proceeds from insurance premium financing liability | 917,472 | 917,472 | 917,472 | 917,472 | |||
Repayment of insurance premium financing liability | (181,363) | (455,395) | (731,833) | (917,472) | |||
Net cash provided by financing activities | 13,860,458 | 13,610,815 | 13,272,230 | 13,064,128 | 898,748 | ||
Net increase (decrease) in cash | 11,117,498 | 9,479,828 | 7,592,311 | 6,506,178 | (187,496) | ||
Cash, beginning of period | 4,356 | 4,356 | 4,356 | 4,356 | 191,852 | ||
Cash, end of period | 11,121,854 | 9,484,184 | 7,596,667 | 6,510,534 | 4,356 | ||
Treasury stock, at cost, 75,109 shares held in treasury as of September 30, 2022 | $ (24,703) | $ (62,147) | $ (69,965) | ||||
Treasury Stock, Shares | 30,000 | 75,109 | 90,826 | 0 | |||
Change in fair value of redemption liability | $ (1,832,651) | ||||||
Due to founder | (200,000) | (200,000) | (200,000) | ||||
Exercise of stock options | 24,389 | 24,389 | 24,389 | ||||
Purchase of treasury stock at cost | (62,147) | (69,965) | |||||
Previously Reported [Member] | |||||||
Current assets | |||||||
Cash | 11,121,854 | 9,484,184 | 7,596,667 | ||||
Prepaid expenses and other current assets | 233,180 | 301,366 | 235,951 | ||||
Total current assets | 11,355,034 | 9,785,550 | 7,832,618 | ||||
Total assets | 11,355,034 | 9,785,550 | 7,832,618 | ||||
Current liabilities | |||||||
Accounts payable | 597,455 | 559,529 | 536,838 | ||||
Due to founder | 200,000 | ||||||
Accrued expenses | 218,885 | 185,944 | 179,871 | ||||
Insurance premium financing liability | |||||||
Total current liabilities | 1,016,340 | 745,473 | 716,709 | ||||
Related-party convertible notes, net of short-term portion | |||||||
Total liabilities | 1,016,340 | 745,473 | 716,709 | ||||
Stockholders’ equity (deficit) | |||||||
Preferred stock, $0.0001 par value, 10,000,000 shares authorized, no shares issued and outstanding as of September 30, 2022 | |||||||
Common stock, $0.0001 par value, 250,000,000 shares authorized, 11,604,970 shares issued and 11,529,861 shares outstanding as of September 30, 2022 | 1,136 | 1,160 | 1,160 | ||||
Additional paid-in capital | 20,191,212 | 20,554,128 | 20,794,890 | ||||
Accumulated deficit | (9,853,654) | (11,490,508) | (13,617,994) | ||||
Total stockholders’ equity (deficit) | 10,338,694 | 9,040,077 | 7,115,909 | ||||
Total liabilities and stockholders’ equity (deficit) | 11,355,034 | 9,785,550 | 7,832,618 | ||||
Cash flows from operating activities: | |||||||
Net loss | (2,942,404) | (4,579,258) | (6,706,744) | (8,473,182) | |||
Adjustments to reconcile net loss to net cash used in operating activities: | |||||||
Amortization of debt discount | 1,569,003 | 1,569,003 | 1,569,003 | 1,569,003 | |||
Stock based compensation | 19,381 | 357,932 | 598,694 | 800,696 | |||
Stock issuance pursuant to services agreement | 100,000 | 100,000 | 100,000 | 100,000 | |||
(Increase) decrease in: | |||||||
Prepaid expenses and other current assets | 162,510 | (255,399) | (165,281) | (107,424) | |||
Accounts payable | (498,220) | (536,146) | (558,837) | (141,170) | |||
Accrued interest | 7,237 | 7,237 | 7,237 | 7,237 | |||
Accrued expenses | (99,338) | (132,279) | (138,352) | (127,755) | |||
Net cash used in operating activities | (2,006,851) | (3,668,910) | (5,494,280) | (6,557,950) | |||
Cash flows from financing activities: | |||||||
Proceeds from issuance of common stock upon initial public offering, net of underwriting discounts and issuance costs | 13,645,643 | 13,645,643 | 13,645,643 | 13,645,643 | |||
Payment of deferred offering costs | (521,294) | (521,294) | (521,294) | (521,294) | |||
Proceeds from insurance premium financing liability | |||||||
Repayment of insurance premium financing liability | |||||||
Net cash provided by financing activities | 13,124,349 | 13,148,738 | 13,086,591 | 13,064,128 | |||
Net increase (decrease) in cash | 11,117,498 | 9,479,828 | 7,592,311 | 6,506,178 | |||
Cash, beginning of period | 4,356 | 4,356 | 4,356 | 4,356 | |||
Cash, end of period | 11,121,854 | 9,484,184 | 7,596,667 | 6,510,534 | 4,356 | ||
Treasury stock, at cost, 75,109 shares held in treasury as of September 30, 2022 | (24,703) | (62,147) | |||||
Change in fair value of redemption liability | |||||||
Due to founder | (200,000) | (200,000) | (200,000) | ||||
Exercise of stock options | 24,389 | 24,389 | 24,389 | ||||
Purchase of treasury stock at cost | (62,147) | (69,965) | |||||
Revision of Prior Period, Adjustment [Member] | |||||||
Current assets | |||||||
Cash | |||||||
Prepaid expenses and other current assets | 736,109 | 462,077 | 185,639 | ||||
Total current assets | 736,109 | 462,077 | 185,639 | ||||
Total assets | 736,109 | 462,077 | 185,639 | ||||
Current liabilities | |||||||
Accounts payable | |||||||
Due to founder | |||||||
Accrued expenses | |||||||
Insurance premium financing liability | 736,109 | 462,077 | 185,639 | ||||
Total current liabilities | 736,109 | 462,077 | 185,639 | ||||
Related-party convertible notes, net of short-term portion | |||||||
Total liabilities | 736,109 | 462,077 | 185,639 | ||||
Stockholders’ equity (deficit) | |||||||
Preferred stock, $0.0001 par value, 10,000,000 shares authorized, no shares issued and outstanding as of September 30, 2022 | |||||||
Common stock, $0.0001 par value, 250,000,000 shares authorized, 11,604,970 shares issued and 11,529,861 shares outstanding as of September 30, 2022 | |||||||
Additional paid-in capital | |||||||
Accumulated deficit | |||||||
Total stockholders’ equity (deficit) | |||||||
Total liabilities and stockholders’ equity (deficit) | 736,109 | 462,077 | 185,639 | ||||
Cash flows from operating activities: | |||||||
Net loss | |||||||
Adjustments to reconcile net loss to net cash used in operating activities: | |||||||
Amortization of debt discount | |||||||
Stock based compensation | |||||||
Stock issuance pursuant to services agreement | |||||||
(Increase) decrease in: | |||||||
Prepaid expenses and other current assets | 736,109 | (462,077) | (185,639) | ||||
Accounts payable | |||||||
Accrued interest | |||||||
Accrued expenses | |||||||
Net cash used in operating activities | (736,109) | (462,077) | (185,639) | ||||
Cash flows from financing activities: | |||||||
Proceeds from issuance of common stock upon initial public offering, net of underwriting discounts and issuance costs | |||||||
Payment of deferred offering costs | |||||||
Proceeds from insurance premium financing liability | 917,472 | 917,472 | 917,472 | 917,472 | |||
Repayment of insurance premium financing liability | (181,363) | (455,395) | (731,833) | (917,472) | |||
Net cash provided by financing activities | 736,109 | 462,077 | 185,639 | ||||
Net increase (decrease) in cash | |||||||
Cash, beginning of period | |||||||
Cash, end of period | |||||||
Treasury stock, at cost, 75,109 shares held in treasury as of September 30, 2022 | |||||||
Change in fair value of redemption liability | |||||||
Due to founder | |||||||
Exercise of stock options | |||||||
Purchase of treasury stock at cost |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | |||
Feb. 27, 2023 | Jan. 01, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Subsequent Event [Line Items] | ||||
Shares underlying option, granted | 980,075 | 227,737 | ||
Subsequent Event [Member] | Underwriting Agreement [Member] | ||||
Subsequent Event [Line Items] | ||||
Shares issued price per share | $ 0.50 | |||
Number of shares issued | 5,300,000 | |||
Number of shares issued | 795,000 | |||
Offering expense | $ 2.2 | |||
Subsequent Event [Member] | Underwriting Agreement [Member] | Over-Allotment Option [Member] | ||||
Subsequent Event [Line Items] | ||||
Warrants excerise | 2,600,000 | |||
Subsequent Event [Member] | Chief Executive Officer [Member] | ||||
Subsequent Event [Line Items] | ||||
Shares underlying option, granted | 515,127 | |||
Shares issued price per share | $ 0.39 |