Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2023 | Aug. 10, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Jun. 30, 2023 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2023 | |
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, $0.0001 par value | |
Trading Symbol | HILS | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Elected Not To Use the Extended Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 17,532,637 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Current assets | ||
Cash | $ 3,904,033 | $ 6,510,534 |
Prepaid expenses and other current assets | 695,375 | 178,094 |
Total current assets | 4,599,408 | 6,688,628 |
Total assets | 4,599,408 | 6,688,628 |
Current liabilities | ||
Accounts payable | 1,140,415 | 954,505 |
Accrued expenses | 67,869 | 190,468 |
Insurance premium financing liability | 322,046 | |
Total current liabilities | 1,530,330 | 1,144,973 |
Total liabilities | 1,530,330 | 1,144,973 |
Commitments and contingencies (see Note 8) | ||
Stockholders’ equity | ||
Preferred stock, $0.0001 par value, 10,000,000 shares authorized, no shares issued and outstanding as of June 30, 2023 and December 31, 2022 | ||
Common stock, $0.0001 par value, 250,000,000 shares authorized, 16,904,970 and 11,604,970 shares issued and 16,814,144 and 11,514,144 shares outstanding as of June 30, 2023 and December 31, 2022, respectively | 1,690 | 1,160 |
Additional paid-in capital | 23,546,987 | 20,996,892 |
Accumulated deficit | (20,409,634) | (15,384,432) |
Treasury stock, at cost, 90,826 shares held in treasury as of June 30, 2023 and December 31, 2022 | (69,965) | (69,965) |
Total stockholders’ equity | 3,069,078 | 5,543,655 |
Total liabilities and stockholders’ equity | $ 4,599,408 | $ 6,688,628 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 250,000,000 | 250,000,000 |
Common stock, shares issued | 16,904,970 | 11,604,970 |
Common stock, shares outstanding | 16,814,144 | 11,514,144 |
Treasury stock, common shares | 90,826 | 90,826 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Operating expenses | ||||
Research and development | $ 1,031,056 | $ 455,546 | $ 2,078,733 | $ 763,375 |
General and administrative | 1,333,540 | 1,181,308 | 3,000,261 | 2,224,639 |
Total operating expenses | 2,364,596 | 1,636,854 | 5,078,994 | 2,988,014 |
Loss from operations | (2,364,596) | (1,636,854) | (5,078,994) | (2,988,014) |
Other income (expense) | ||||
Interest expense | (6,517) | (12,655) | (1,591,244) | |
Interest income | 34,199 | 66,447 | ||
Total other income (expense), net | 27,682 | 53,792 | (1,591,244) | |
Net loss | $ (2,336,914) | $ (1,636,854) | $ (5,025,202) | $ (4,579,258) |
Net loss per share: | ||||
Basic | $ 0.16 | $ 0.14 | $ 0.38 | $ 0.41 |
Diluted | $ 0.16 | $ 0.14 | $ 0.38 | $ 0.41 |
Weighted average number of common shares outstanding: | ||||
Basic | 14,950,408 | 11,572,758 | 13,241,768 | 11,103,760 |
Diluted | 14,950,408 | 11,572,758 | 13,241,768 | 11,103,760 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Changes in Stockholders' Equity (Unaudited) - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Treasury Stock, Common [Member] | Total |
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) | (4,579,258) | |||
Exercise of stock options | $ 24 | 24,365 | 24,389 | ||
Exercise of stock options, shares | 240,526 | ||||
Stock based compensation | 357,932 | 357,932 | |||
Purchase of treasury stock at cost | $ (24,703) | (24,703) | |||
Purchase of treasury stock at cost, shares | 30,000 | ||||
Stock issuance pursuant to services agreement | $ 3 | 99,997 | 100,000 | ||
Stock issuance pursuant to services agreement, shares | 31,746 | ||||
Public offering, net of issuance costs | $ 375 | 12,944,707 | 12,945,082 | ||
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 | ||||
Ending balance, value at Jun. 30, 2022 | $ 1,160 | 20,554,128 | (11,490,508) | $ (24,703) | 9,040,077 |
Ending balance, shares at Jun. 30, 2022 | 11,604,970 | 30,000 | |||
Beginning balance, value at Mar. 31, 2022 | $ 1,136 | 20,191,212 | (9,853,654) | 10,338,694 | |
Beginning balance, shares at Mar. 31, 2022 | 11,364,444 | ||||
Net loss | (1,636,854) | (1,636,854) | |||
Exercise of stock options | $ 24 | 24,365 | 24,389 | ||
Exercise of stock options, shares | 240,526 | ||||
Stock based compensation | 338,551 | 338,551 | |||
Purchase of treasury stock at cost | $ (24,703) | (24,703) | |||
Purchase of treasury stock at cost, shares | 30,000 | ||||
Ending balance, value at Jun. 30, 2022 | $ 1,160 | 20,554,128 | (11,490,508) | $ (24,703) | 9,040,077 |
Ending balance, shares at Jun. 30, 2022 | 11,604,970 | 30,000 | |||
Beginning balance, value at Dec. 31, 2022 | $ 1,160 | 20,996,892 | (15,384,432) | $ (69,965) | 5,543,655 |
Beginning balance, shares at Dec. 31, 2022 | 11,604,970 | 90,826 | |||
Net loss | (5,025,202) | (5,025,202) | |||
Stock based compensation | 503,459 | 503,459 | |||
Public offering, net of issuance costs | $ 530 | 2,046,636 | 2,047,166 | ||
Public offering, net of issuance costs, shares | 5,300,000 | ||||
Ending balance, value at Jun. 30, 2023 | $ 1,690 | 23,546,987 | (20,409,634) | $ (69,965) | 3,069,078 |
Ending balance, shares at Jun. 30, 2023 | 16,904,970 | 90,826 | |||
Beginning balance, value at Mar. 31, 2023 | $ 1,160 | 21,342,324 | (18,072,720) | $ (69,965) | 3,200,799 |
Beginning balance, shares at Mar. 31, 2023 | 11,604,970 | 90,826 | |||
Net loss | (2,336,914) | (2,336,914) | |||
Stock based compensation | 158,027 | 158,027 | |||
Public offering, net of issuance costs | $ 530 | 2,046,636 | 2,047,166 | ||
Public offering, net of issuance costs, shares | 5,300,000 | ||||
Ending balance, value at Jun. 30, 2023 | $ 1,690 | $ 23,546,987 | $ (20,409,634) | $ (69,965) | $ 3,069,078 |
Ending balance, shares at Jun. 30, 2023 | 16,904,970 | 90,826 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Changes in Stockholders' Equity (Unaudited) (Parenthetical) - USD ($) | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2023 | Jun. 30, 2022 | |
IPO [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Stock issuance cost | $ 602,834 | $ 602,834 | $ 2,054,918 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Cash flows from operating activities: | ||
Net loss | $ (5,025,202) | $ (4,579,258) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Amortization of debt discount | 1,569,003 | |
Stock based compensation | 503,459 | 357,932 |
Stock issuance pursuant to services agreement | 100,000 | |
Interest and original issuance discount on promissory notes | 14,645 | |
Increase (decrease) in: | ||
Prepaid expenses and other current assets | (517,281) | (717,476) |
Accounts payable | 185,910 | (536,146) |
Accrued interest | 7,237 | |
Due to founder | (200,000) | |
Accrued expenses | (122,599) | (132,279) |
Net cash used in operating activities | (4,975,713) | (4,116,342) |
Net cash provided by (used in) investing activities | ||
Cash flows from financing activities: | ||
Exercise of stock options | 24,389 | |
Proceeds from issuance of common stock upon initial public offering, net of underwriting discounts and issuance costs | 13,645,643 | |
Proceeds from issuance of common stock upon public offering, net of underwriting discounts and issuance costs | 2,650,000 | |
Payment of deferred offering costs | (602,834) | (521,294) |
Proceeds from insurance premium financing liability | 716,775 | 917,472 |
Repayment of insurance premium financing liability | (394,729) | (455,395) |
Proceeds from promissory notes | 125,000 | |
Repayments on promissory notes | (139,645) | |
Net cash provided by financing activities | 2,369,212 | 13,596,170 |
Net increase (decrease) in cash | (2,606,501) | 9,479,828 |
Cash, beginning of period | 6,510,534 | 4,356 |
Cash, end of period | 3,904,033 | 9,484,184 |
Conversion of related party convertible notes: | ||
Related party convertible notes principal converted to common stock upon initial public offering | 3,734,446 | |
Related party convertible notes accrued interest converted to common stock upon initial public offering | 186,858 | |
Redemption liability converted to common stock upon initial public offering | $ 980,233 |
Description of Business and Liq
Description of Business and Liquidity | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Description of Business and Liquidity | Note 1 – Description of Business and Liquidity Nature of Operations Hillstream BioPharma, Inc. (“HBI” or the “Company”) was incorporated on March 28, 2017, as a Delaware C-corporation. At June 30, 2023, Hillstream BioPharma, Inc. had one wholly-owned subsidiary: HB Pharma Corp. (“HB”). HBI is a pre-clinical biotechnology company developing novel therapeutic candidates targeting validated high value immuno-oncology (“IO”) targets including HER2, HER3 and PD-1. The Company is developing antibodies including bispecific antibodies, antibody drug conjugates (“ADCs”) and small molecular weight bovine-derived Picobodies™ or antibody “knob” domains which have the potential to target and bind more tightly to “undruggable” epitopes better than full sized antibodies. The Company is advancing HSB-3215, a bispecific against both HER2 and HER3 antibody which targets a novel “bridging epitope” encompassing multiple domains of the HER2 extracellular domain (“ECD”) as well as ligand-dependent and independent blocking of the ECD of HER3 into investigational new drug application IND Liquidity and Going Concern The accompanying condensed 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 six months ended June 30, 2023, the Company incurred operating losses in the amount of approximately $ 5.1 5.0 20.4 13.0 2.1 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 raise substantial doubt about the Company’s ability to continue as a going concern for at least one year following the date these condensed consolidated financial statements are issued. The accompanying condensed 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; however, 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 United States Food and Drug Administration 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. 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. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2 – Summary of Significant Accounting Policies Basis of Presentation These accompanying unaudited condensed consolidated interim financial statements have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial reporting. These financial statements are unaudited and, in the opinion of management, include all adjustments (consisting of normal recurring adjustments and accruals) necessary for a fair statement of the balance sheet, operating results, and cash flows for the periods presented in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Operating results for the six months ended June 30, 2023 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2023 or any other future period. Certain information and footnote disclosure normally included in the annual financial statements prepared in accordance with U.S. GAAP have been omitted in accordance with the SEC’s rules and regulations for interim reporting. The Company’s financial position, results of operations, and cash flows are presented in U.S. Dollars. These financial statements and related notes should be read in conjunction with the audited financial statements and related notes thereto for the year ended December 31, 2022 included in the Company’s Amended Annual Report on Form 10-K/A filed with the SEC on May 22, 2023. The Company operates in one segment. Principles of Consolidation The condensed 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. On February 27, 2023, the Company filed a Certificate of Cancellation with the Delaware Secretary of State with respect to Farrington Therapeutics LLC. 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: research and development expense recognition, valuation of common shares and stock options, 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. Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity of three months or less at the date of purchase to be cash equivalents. Cash equivalents, if any, are stated at cost and consist primarily of money market accounts. 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 condensed 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 the 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 only 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. Since the closing of the Company’s IPO on January 14, 2022, the fair value of common stock has been 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 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 was 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. The Company accounts for derivative instruments in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 815, Derivative and Hedging Fair Value Measurements The Company applies FASB ASC 820, Fair Value Measurement The carrying value of the Company’s cash, prepaid expenses, accounts payable, and accrued expenses approximate fair value because of the short-term maturity of these condensed consolidated financial instruments. The redemption feature of the debt instruments is recorded at fair value. See Note 4 to the condensed 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 prior to the IPO consisted of legal, accounting, printing, and filing fees that the Company capitalized which were offset against the proceeds from the IPO. Deferred offering costs prior to the additional public offering of the Company’s common stock which closed on May 2, 2023 consisted of professional services incurred for filing of the Company’s Registration Statement on Form S-3 using a “shelf” registration process for additional securities offerings. These deferred offering costs were offset against the proceeds from the public offering of the Company’s common stock See Note 5 to the condensed consolidated financial statements. 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 Relating to the directors’ and officers’ insurance premium with an effective date of January 2023, the Company entered into an insurance premium financing agreement for $ 955,700 5.25 238,925 81,394 477,848 Retirement Plan The Company has a 401(k) defined contribution plan which covers all employees that meet the plan’s eligibility requirements. Eligible employees may contribute a percentage of their salary subject to certain limitations. The Company makes a discretionary matching payment which is currently equal to 3% of employee contributions. Total Company contributions to the plan were $ 2,077 3,896 3,637 4,141 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. At June 30, 2023 and December 31, 2022, the Company had no unrecognized uncertain income tax positions, and therefore no amounts have been recognized in the condensed consolidated financial statements. 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 six months ended June 30, 2023 and 2022 included options to purchase 2,143,940 1,819,339 187,500 159,000 Reclassifications Certain items have been reclassified on the June 30, 2022 condensed consolidated statement of cash flows for comparison purposes with the December 31, 2022 consolidated statement of cash flows. Interest and the original issuance discount on promissory notes was added to the net cash used in operating activities and proceeds from promissory notes and repayments of promissory notes were added net cash provided by (used in) financing activities. Recently Adopted Accounting Pronouncements The Company has evaluated all recent accounting pronouncements that were required to be adopted and believes that none of them will have a material effect on the Company’s financial position, results of operations, or cash flows. Recent Accounting Pronouncements Not Yet Adopted Debt with Conversion and Other Options and Derivatives and Hedging The FASB issued Accounting Standards Update (“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 | 6 Months Ended |
Jun. 30, 2023 | |
Debt Disclosure [Abstract] | |
Convertible Notes - Related Parties | Note 3 – 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 34,000 1.5 Accrued interest expense associated with the Notes at the date of the IPO was approximately $ 187,000 1.6 |
Redemption Liability
Redemption Liability | 6 Months Ended |
Jun. 30, 2023 | |
Redemption Liability | |
Redemption Liability | Note 4 – 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 3 to the condensed 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 prior to the IPO was based upon the actual incremental value derived by the Holders at the IPO date. The balance of approximately $ 980,000 |
Common Stock
Common Stock | 6 Months Ended |
Jun. 30, 2023 | |
Equity [Abstract] | |
Common Stock | Note 5 – 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 September 16, 2021, the Company effectuated a reverse split of shares of its common stock at a ratio of 1-for-26.4 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 $ 1,000,000 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 gave 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 three and six months ended June 30, 2022, the Company purchased 30,000 25,000 25,000 33,700 On March 17, 2023, the Company filed a Registration Statement on Form S-3 with the SEC using a “shelf” registration process pursuant to which, the Company may sell, from time to time in one or more offerings, shares of common stock and preferred stock, various series of debt securities and/or warrants to purchase any of such securities, either individually or as units comprised of a combination of one or more of the other securities in one or more offerings up to a total dollar amount of $ 75 On May 2, 2023, the Company closed a public offering pursuant to which it issued 5,300,000 0.50 2.7 186,000 417,000 217,000 2.1 795,000 |
Stock Based Compensation
Stock Based Compensation | 6 Months Ended |
Jun. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Stock Based Compensation | Note 6 – 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 4.7 5.2 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 3,901,512 3,386,385 0 515,127 2,051,139 1,536,012 2.95 3.80 8.3 8.4 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, 2022 1,628,813 $ 4.34 8.2 Granted 515,127 $ 0.39 Outstanding at June 30, 2023 2,143,940 $ 3.39 8.2 Exercisable options at June 30, 2023 1,648,704 $ 3.21 8.1 Vested and expected to vest at June 30, 2023 2,143,940 $ 3.39 8.2 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 six months ended June 30, 2023 and 2022 were valued using the Black-Scholes option-pricing model with the following assumptions: Schedule of Options Weighted Average Assumptions For the six months ended June 30, June 30, 2023 2022 Expected volatility 95.1 94.5 98.4 Risk-free interest rate 3.99 1.69 2.33 Expected dividend yield 0 0 Expected life of options in years 5.0 5.5 7.0 Estimated fair value of options granted $ 0.29 $ 1.02 3.20 No The weighted average grant date fair value of stock options granted during the six months ended June 30, 2023 and 2022 was approximately $ 0.29 2.80 2.78 0.76 2.28 0.91 Included in the above table are stock options granted in 2019 to purchase 231,058 0.08 Total stock based compensation expense included in the accompanying condensed consolidated statements of operations was as follows: Schedule of Stock Based Compensation Expense June 30, 2023 June 30, 2022 June 30, 2023 June 30, 2022 For the three months ended For the six months ended June 30, 2023 June 30, 2022 June 30, 2023 June 30, 2022 Research and development $ 82,100 $ 154,138 $ 243,609 $ 165,732 General and administrative 75,927 184,413 259,850 192,200 Total stock based compensation $ 158,027 $ 338,551 $ 503,459 $ 357,932 At June 30, 2023, the total unrecognized compensation expense related to non-vested options was approximately $ 1.6 2.5 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 In connection with the May 2, 2023 public offering as described in Note 5 to the condensed consolidated financial statements, the Company issued warrants to designees of the underwriter (the “Representative’s Warrants”) to purchase 159,000 3 0.625 Terms of the warrants outstanding at June 30, 2023 are as follows: 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 May 2, 2023 November 2, 2023 May 2, 2028 $ 0.625 159,000 - 159,000 |
Related-party Transactions
Related-party Transactions | 6 Months Ended |
Jun. 30, 2023 | |
Related Party Transactions [Abstract] | |
Related-party Transactions | Note 7 – Related-party Transactions As described in Note 3 to the condensed 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. 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 |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 8 – 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”) The Company has entered into a research collaboration and product license agreement with Minotaur (the as amended, “Minotaur Agreement”) and a commercial license agreement with Taurus (the “Taurus Agreement”) to advance Picobodies against novel, unreachable and undruggable epitopes in high-value validated targets starting with PD-1. The Minotaur Agreement and Taurus Agreement are for the development of proprietary targeted biologics, Knob Quatrabodies™ The Minotaur Agreement included an up-front payment of $ 150,000 , which was paid in January 2023. In addition, the Company shall fund the discovery and characterization study performed by Minotaur as set forth in the Minotaur Agreement. Pursuant to the Minotaur Agreement, the Company shall pay Minotaur a milestone payment of $ 1,000,000 for each first Product (as defined in the Minotaur Agreement) directed against a target and first regulatory approval in the U.S. In addition, the Company shall pay a low single digit royalty on net sales until the later of (i) ten years after the First Commercial Sale (as defined in the Minotaur Agreement) of such Product in such country and (ii) the expiration of the last-to-expire Valid Claim (as defined in the Minotaur Agreement) of a Collaboration Patent (as defined in the Minotaur Agreement) or MINT Patent (as defined in the Minotaur Agreement) covering the manufacture, use, or sale of such Product. The Taurus Agreement contains single digit payments on net product sales and certain development milestone payments tied to the 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 provided a specified base salary and bonus. The employment agreement also provided 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 On January 1, 2023, in lieu of half of his 2023 salary, the CEO was issued options to purchase up to 515,127 0.39 On July 6, 2023, the Company entered into an amended and restated employment agreement with the CEO ,and on July 11, 2023, it entered into an employment agreement with the COO. See Note 9 to the condensed consolidated financial statements for descriptions of these employment agreements. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 9 – Subsequent Events Except as follows, there were no material subsequent events that required recognition or additional disclosure in these condensed consolidated financial statements. Research and Development Collaboration and License Agreement with Applied Biomedical Science Institute On July 5, 2023 (the “ABSI Effective Date”), the Company entered into a Research and Development Collaboration and License Agreement (the “ABSI Agreement”) with Applied Biomedical Science Institute (“ABSI”) pursuant to which ABSI granted the Company an exclusive royalty-bearing, sublicensable license to the ABSI Patents (as defined in the ABSI Agreement) and a non-exclusive, royalty-bearing, sublicensable license to the ABSI Know-How (as defined in the ABSI Agreement) to Exploit (as defined in the ABSI Agreement) the ABSI Products (as defined in the ABSI Agreement) for the treatment, diagnosis, prediction, detection or prevention of disease in humans and animals worldwide (the “Territory”). Pursuant to the ABSI Agreement, the parties shall form a committee to manage the preclinical, investigational new drug enabling studies and such other activities as shall lead to the initiation of a Phase 1 clinical trial of the ABSI Product. The parties will collaborate on a Target-by-Target basis to identify and evaluate ABSI Products directed against such Target with a view to identifying or generating suitable Products (as defined in the ABSI Agreement) for the Company to Exploit. “Target” means ErB2 (Her2) and ErbB3. Upon completion of the Discovery Timeline (as defined in the ABSI Agreement) for a Target, subject to the terms and conditions of ABSI Agreement, the Company shall exclusively own any ABSI Products against such Target. In the event the committee determines that the discovery activities are unsuccessful with respect to a Target, the Company may propose an additional target, which, upon approval by ABSI, shall replace a failed Target. Pursuant to the ABSI Agreement: (i) the Company issued ABSI 627,667 250,000 10 8,250,000 On a Product by Product basis, upon the expiration of the last Royalty Term of such Product in the Territory, licenses granted to the Company with respect to such Product shall be deemed non-exclusive, fully paid, royalty-free, perpetual and irrevocable. The ABSI Agreement shall expire upon the expiration of the last Royalty Term of the last Product, unless such agreement is terminated earlier pursuant to its terms. The ABSI Agreement may also be terminated (i) by either the Company or ABSI for (A) a material breach of the ABSI Agreement or (B) bankruptcy, (ii) ABSI may terminate the ABSI Agreement upon the commencement of a Challenge Proceeding (as defined in the ABSI Agreement) or (iii) the Company may terminate the ABSI Agreement at any time upon 90 days prior written notice to ABSI. Upon termination or expiration of the ABSI Agreement other than as a result of a bankruptcy or Challenge Proceeding, all licenses granted to the Company pursuant to such agreement will terminate and all rights under such licenses shall revert to ABSI. Employment Agreements Chief Executive Officer On July 6, 2023, the Company entered into an amended and restated employment agreement (the “CEO Employment Agreement”) with the CEO. The CEO Employment Agreement has the same terms as of the COO Employment Agreement (as defined herein) except, the CEO shall (i) receive a base salary of $ 500,000 60 in the event the CEO’s employment is terminated by the Company other than as a result of his death or Disability (as defined in the CEO Employment Agreement) and other than for Cause (as defined in the CEO Employment Agreement), or if the CEO terminates his employment for Good Reason (as defined in the CEO Employment Agreement), then, in addition to the Accrued Compensation, the the CEO’s base salary Chief Operating Officer In connection with the appointment of the Company’s Chief Operating Officer, on July 11, 2023 (the “Effective Date”), the Company entered into an employment agreement (the “COO Employment Agreement”) with the COO. The COO Employment Agreement shall continue for a period of five years and, thereafter, shall automatically renew for successive one year terms unless either party provides the other party with written notice of non-renewal at least 60 days prior to the last day of the then current term. Pursuant to the COO Employment Agreement, the COO shall: (i) receive a base salary of $ 400,000 50 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation These accompanying unaudited condensed consolidated interim financial statements have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial reporting. These financial statements are unaudited and, in the opinion of management, include all adjustments (consisting of normal recurring adjustments and accruals) necessary for a fair statement of the balance sheet, operating results, and cash flows for the periods presented in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Operating results for the six months ended June 30, 2023 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2023 or any other future period. Certain information and footnote disclosure normally included in the annual financial statements prepared in accordance with U.S. GAAP have been omitted in accordance with the SEC’s rules and regulations for interim reporting. The Company’s financial position, results of operations, and cash flows are presented in U.S. Dollars. These financial statements and related notes should be read in conjunction with the audited financial statements and related notes thereto for the year ended December 31, 2022 included in the Company’s Amended Annual Report on Form 10-K/A filed with the SEC on May 22, 2023. The Company operates in one segment. |
Principles of Consolidation | Principles of Consolidation The condensed 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. On February 27, 2023, the Company filed a Certificate of Cancellation with the Delaware Secretary of State with respect to Farrington Therapeutics LLC. |
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: research and development expense recognition, valuation of common shares and stock options, 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. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity of three months or less at the date of purchase to be cash equivalents. Cash equivalents, if any, are stated at cost and consist primarily of money market accounts. |
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 condensed 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 the 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 only 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. Since the closing of the Company’s IPO on January 14, 2022, the fair value of common stock has been 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 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 was 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. The Company accounts for derivative instruments in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 815, 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 cash, prepaid expenses, accounts payable, and accrued expenses approximate fair value because of the short-term maturity of these condensed consolidated financial instruments. The redemption feature of the debt instruments is recorded at fair value. See Note 4 to the condensed 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 prior to the IPO consisted of legal, accounting, printing, and filing fees that the Company capitalized which were offset against the proceeds from the IPO. Deferred offering costs prior to the additional public offering of the Company’s common stock which closed on May 2, 2023 consisted of professional services incurred for filing of the Company’s Registration Statement on Form S-3 using a “shelf” registration process for additional securities offerings. These deferred offering costs were offset against the proceeds from the public offering of the Company’s common stock See Note 5 to the condensed consolidated financial statements. |
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 Relating to the directors’ and officers’ insurance premium with an effective date of January 2023, the Company entered into an insurance premium financing agreement for $ 955,700 5.25 238,925 81,394 477,848 |
Retirement Plan | Retirement Plan The Company has a 401(k) defined contribution plan which covers all employees that meet the plan’s eligibility requirements. Eligible employees may contribute a percentage of their salary subject to certain limitations. The Company makes a discretionary matching payment which is currently equal to 3% of employee contributions. Total Company contributions to the plan were $ 2,077 3,896 3,637 4,141 |
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. At June 30, 2023 and December 31, 2022, the Company had no unrecognized uncertain income tax positions, and therefore no amounts have been recognized in the condensed consolidated financial statements. |
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 six months ended June 30, 2023 and 2022 included options to purchase 2,143,940 1,819,339 187,500 159,000 |
Reclassifications | Reclassifications Certain items have been reclassified on the June 30, 2022 condensed consolidated statement of cash flows for comparison purposes with the December 31, 2022 consolidated statement of cash flows. Interest and the original issuance discount on promissory notes was added to the net cash used in operating activities and proceeds from promissory notes and repayments of promissory notes were added net cash provided by (used in) financing activities. |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements The Company has evaluated all recent accounting pronouncements that were required to be adopted and believes that none of them will have a material effect on the Company’s financial position, results of operations, or cash flows. |
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 Accounting Standards Update (“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 |
Stock Based Compensation (Table
Stock Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
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, 2022 1,628,813 $ 4.34 8.2 Granted 515,127 $ 0.39 Outstanding at June 30, 2023 2,143,940 $ 3.39 8.2 Exercisable options at June 30, 2023 1,648,704 $ 3.21 8.1 Vested and expected to vest at June 30, 2023 2,143,940 $ 3.39 8.2 |
Schedule of Options Weighted Average Assumptions | Stock options granted during the six months ended June 30, 2023 and 2022 were valued using the Black-Scholes option-pricing model with the following assumptions: Schedule of Options Weighted Average Assumptions For the six months ended June 30, June 30, 2023 2022 Expected volatility 95.1 94.5 98.4 Risk-free interest rate 3.99 1.69 2.33 Expected dividend yield 0 0 Expected life of options in years 5.0 5.5 7.0 Estimated fair value of options granted $ 0.29 $ 1.02 3.20 |
Schedule of Stock Based Compensation Expense | Total stock based compensation expense included in the accompanying condensed consolidated statements of operations was as follows: Schedule of Stock Based Compensation Expense June 30, 2023 June 30, 2022 June 30, 2023 June 30, 2022 For the three months ended For the six months ended June 30, 2023 June 30, 2022 June 30, 2023 June 30, 2022 Research and development $ 82,100 $ 154,138 $ 243,609 $ 165,732 General and administrative 75,927 184,413 259,850 192,200 Total stock based compensation $ 158,027 $ 338,551 $ 503,459 $ 357,932 |
Schedule of Warrants | Terms of the warrants outstanding at June 30, 2023 are as follows: 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 May 2, 2023 November 2, 2023 May 2, 2028 $ 0.625 159,000 - 159,000 |
Description of Business and L_2
Description of Business and Liquidity (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | |||||
May 02, 2023 | Jan. 14, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Subsidiary, Sale of Stock [Line Items] | |||||||
Operating income loss | $ 2,364,596 | $ 1,636,854 | $ 5,078,994 | $ 2,988,014 | |||
Net cash provided by used in operating activities | 4,975,713 | 4,116,342 | |||||
Accumulated deficit | $ 20,409,634 | 20,409,634 | $ 15,384,432 | ||||
Proceeds from issuance initial public offering | $ 13,645,643 | ||||||
IPO [Member] | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Proceeds from issuance initial public offering | $ 2,100,000 | $ 13,000,000 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
May 02, 2023 | Jan. 31, 2023 | Jan. 31, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
FDIC insured amount | $ 250,000 | $ 250,000 | ||||||
Prepaid expenses | $ 61,000 | |||||||
Insurance premium | $ 955,700 | $ 1,207,200 | ||||||
Interest rate | 5.25% | 3.50% | ||||||
Payments to acquire life insurance policies | $ 238,925 | $ 289,728 | ||||||
Insurance premium principal amount | $ 81,394 | $ 93,225 | ||||||
Prepaid insurance | 477,848 | 477,848 | ||||||
Company contributions | $ 2,077 | $ 3,637 | $ 3,896 | $ 4,141 | ||||
Options [Member] | ||||||||
Antidilutive securities | 2,143,940 | 1,819,339 | ||||||
Warrant [Member] | IPO [Member] | ||||||||
Antidilutive securities | 187,500 | 187,500 | ||||||
Common Stock [Member] | Public Offering [Member] | ||||||||
Antidilutive securities | 159,000 | |||||||
Treasury Stock, Common [Member] | Board of Director [Member] | ||||||||
Stock repurchased during period, value | $ 1,000,000 |
Convertible Notes - Related P_2
Convertible Notes - Related Parties (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||||||||
Jan. 14, 2022 | Jan. 01, 2021 | Dec. 01, 2020 | May 31, 2017 | Jun. 30, 2023 | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2020 | |
Short-Term Debt [Line Items] | |||||||||||
Notes Issued | $ 186,858 | ||||||||||
Interest expense | $ 6,517 | 12,655 | 1,591,244 | ||||||||
Interest payable, current | 67,869 | 67,869 | $ 190,468 | ||||||||
Interest expense, debt | $ 1,600,000 | ||||||||||
IPO [Member] | |||||||||||
Short-Term Debt [Line Items] | |||||||||||
Debt instrument, face amount | $ 3,700,000 | ||||||||||
Interest payable, current | $ 187,000 | $ 187,000 | $ 187,000 | ||||||||
Common Stock [Member] | |||||||||||
Short-Term Debt [Line Items] | |||||||||||
Conversion of stock shares converted | 1,225,384 | ||||||||||
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 | ||||||||||
Interest payable, current | 34,000 | ||||||||||
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% | ||||||||||
Debt instrument, term | 3 years | ||||||||||
Debt instrument, face amount | $ 2,100,000 |
Redemption Liability (Details N
Redemption Liability (Details Narrative) | Jun. 30, 2023 USD ($) |
Convertible Debt [Member] | |
Short-Term Debt [Line Items] | |
Fair value, measurement liability value | $ 980,000 |
Common Stock (Details Narrative
Common Stock (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 13 Months Ended | |||||||||
May 02, 2023 | Feb. 16, 2022 | Jan. 14, 2022 | Sep. 16, 2021 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Aug. 15, 2023 | Mar. 17, 2023 | Dec. 31, 2022 | Jun. 09, 2022 | Apr. 30, 2019 | |
Subsidiary, Sale of Stock [Line Items] | ||||||||||||
Common stock, shares authorized | 250,000,000 | 250,000,000 | 250,000,000 | |||||||||
Stockholders' equity, reverse stock split | 1-for-26.4 | |||||||||||
Proceeds from issuance initial public offering | $ 13,645,643 | |||||||||||
Share-based payment award, options, outstanding, number | 2,143,940 | 1,628,813 | ||||||||||
Accrued interest | $ 67,869 | $ 190,468 | ||||||||||
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 | $ 24,703 | 24,703 | ||||||||||
Debt securities | $ 75,000,000 | |||||||||||
Treasury Stock, Common [Member] | ||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||
Number of shares issued services, value | ||||||||||||
Purchase of treasury stock at cost, shares | 30,000 | 30,000 | ||||||||||
Purchase of treasury stock at cost | $ 24,703 | $ 24,703 | ||||||||||
Treasury Stock, Common [Member] | Subsequent Event [Member] | ||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||
Purchase of treasury stock at cost, shares | 33,700 | |||||||||||
Purchase of treasury stock at cost | $ 25,000 | |||||||||||
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 | 5,300,000 | 3,750,000 | ||||||||||
Shares issued, price per share | $ 0.50 | $ 4 | ||||||||||
Gross proceeds from issuance initial public offering | $ 2,700,000 | $ 15,000,000 | ||||||||||
Underwriting discount | 186,000 | 1,100,000 | ||||||||||
Commissions and other offering expenses | 417,000 | 1,000,000 | ||||||||||
Deferred offering costs | 217,000 | 547,000 | ||||||||||
Proceeds from issuance initial public offering | $ 2,100,000 | $ 13,000,000 | ||||||||||
Share-based payment award, options, outstanding, number | 795,000 | 562,500 | ||||||||||
Debt conversion, converted instrument, shares issued | 1,225,384 | |||||||||||
Principal amount | $ 3,700,000 | |||||||||||
Accrued interest | 187,000 | $ 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) | 6 Months Ended |
Jun. 30, 2023 $ / shares shares | |
Share-Based Payment Arrangement [Abstract] | |
Shares underlying option, outstanding, beginning | shares | 1,628,813 |
Weighted average exercise price, outstanding, beginning | $ / shares | $ 4.34 |
Weighted average contractual terms, outstanding, ending | 8 years 2 months 12 days |
Shares underlying option, granted | shares | 515,127 |
Weighted average exercise price, granted | $ / shares | $ 0.39 |
Shares underlying option, outstanding, ending | shares | 2,143,940 |
Weighted average exercise price, outstanding, ending | $ / shares | $ 3.39 |
Shares underlying option, exercisable, ending | shares | 1,648,704 |
Weighted average exercise price, exercisable, ending | $ / shares | $ 3.21 |
Weighted average contractual terms, exercisable | 8 years 1 month 6 days |
Shares underlying option, vested and expected to vest, ending | shares | 2,143,940 |
Weighted average exercise price, vested and expected to vest, ending | $ / shares | $ 3.39 |
Weighted average contractual terms, vested and expected to vest | 8 years 2 months 12 days |
Schedule of Options Weighted Av
Schedule of Options Weighted Average Assumptions (Details) - $ / shares | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Expected volatility | 95.10% | |
Risk-free interest rate | 3.99% | |
Expected dividend yield | 0% | 0% |
Expected life of options in years | 5 years | |
Estimated fair value of options granted | $ 0.29 | |
Minimum [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Expected volatility | 94.50% | |
Risk-free interest rate | 1.69% | |
Expected life of options in years | 5 years 6 months | |
Estimated fair value of options granted | $ 1.02 | |
Maximum [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Expected volatility | 98.40% | |
Risk-free interest rate | 2.33% | |
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 ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock based compensation | $ 158,027 | $ 338,551 | $ 503,459 | $ 357,932 |
Research and Development Expense [Member] | ||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock based compensation | 82,100 | 154,138 | 243,609 | 165,732 |
General and Administrative Expense [Member] | ||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock based compensation | $ 75,927 | $ 184,413 | $ 259,850 | $ 192,200 |
Schedule of Warrants (Details)
Schedule of Warrants (Details) - $ / shares | 6 Months Ended | |
Jun. 30, 2023 | May 02, 2023 | |
Warrants, Exercise Price | $ 0.625 | |
Warrant [Member] | ||
Warrants, Issuance Date | Jan. 14, 2022 | |
Warrants, Initial Exercise Date | Jul. 10, 2022 | |
Warrants, Expiration Date | Jan. 11, 2027 | |
Warrants, Exercise Price | $ 5 | |
Warrants, Issued | 187,500 | |
Warrant, Exercised | ||
Warrants, Outstanding | 187,500 | |
Warrant One [Member] | ||
Warrants, Issuance Date | May 02, 2023 | |
Warrants, Initial Exercise Date | Nov. 02, 2023 | |
Warrants, Expiration Date | May 02, 2028 | |
Warrants, Exercise Price | $ 0.625 | |
Warrants, Issued | 159,000 | |
Warrant, Exercised | ||
Warrants, Outstanding | 159,000 |
Stock Based Compensation (Detai
Stock Based Compensation (Details Narrative) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||||
May 02, 2023 | Jan. 14, 2022 | May 31, 2021 | Aug. 30, 2019 | Jan. 31, 2021 | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2019 | Jul. 31, 2019 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||
Options granted in period | 515,127 | |||||||||||
Number of options, outstanding | 2,143,940 | 2,143,940 | 1,628,813 | |||||||||
Weighted average exercise prices | $ 3.39 | $ 3.39 | $ 4.34 | |||||||||
Weighted average grant date fair value of stock options granted | 0 | $ 0 | 0.29 | $ 2.80 | ||||||||
Weighted average fair value of stock options vested | $ 2.78 | $ 2.28 | 0.76 | $ 0.91 | ||||||||
Share-based payment award, options, grants in period, weighted average exercise price | $ 0.39 | |||||||||||
Unrecognized compensation expense | $ 1.6 | $ 1.6 | ||||||||||
Unrecognized compensation expense, recognized period | 2 years 6 months | |||||||||||
Exercise price | $ 0.625 | |||||||||||
Number of securities sold percentage | 3% | |||||||||||
IPO [Member] | ||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||
Shares issued price per share | $ 0.50 | $ 4 | ||||||||||
Number of options, outstanding | 795,000 | 562,500 | ||||||||||
IPO shares issued | 5,300,000 | 3,750,000 | ||||||||||
Warrant [Member] | ||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||
Exercise price | $ 5 | $ 5 | ||||||||||
Warrant [Member] | IPO [Member] | ||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||
IPO shares issued | 159,000 | |||||||||||
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 | 94,696 | ||||||||||
Options granted in period | 92,801 | |||||||||||
Shares issued price per share | $ 13.20 | $ 13.20 | ||||||||||
Number of shares available for grant | 1,895 | 1,895 | ||||||||||
Number of options, outstanding | 92,801 | 92,801 | 92,801 | |||||||||
Weighted average contractual term | 4 years 8 months 12 days | 5 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 | 3,901,512 | 284,090 | ||||||||
Options granted in period | 3,901,512 | 3,386,385 | ||||||||||
Number of shares available for grant | 0 | 0 | 515,127 | |||||||||
Number of options, outstanding | 2,051,139 | 2,051,139 | 1,536,012 | |||||||||
Weighted average contractual term | 8 years 3 months 18 days | 8 years 4 months 24 days | ||||||||||
Additional number of shares authorized to issue | 467,171 | 2,575,757 | 574,494 | |||||||||
Weighted average exercise prices | $ 2.95 | $ 2.95 | $ 3.80 |
Related-party Transactions (Det
Related-party Transactions (Details Narrative) - Unsecured Promissory Notes [Member] - USD ($) | Jan. 06, 2022 | Jan. 04, 2022 |
Short-Term Debt [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 | $ 5,000,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - USD ($) | 1 Months Ended | 6 Months Ended | 12 Months Ended | ||||||
Jan. 01, 2023 | Jun. 01, 2021 | Jan. 01, 2021 | Dec. 30, 2019 | Jan. 31, 2023 | Jan. 31, 2020 | Jun. 30, 2023 | Dec. 31, 2022 | Jan. 31, 2019 | |
Loss Contingencies [Line Items] | |||||||||
Upfront payment | $ 150,000 | ||||||||
Milestone payment | $ 1,000,000 | ||||||||
Stock options granted | 515,127 | ||||||||
Chief Executive Officer [Member] | |||||||||
Loss Contingencies [Line Items] | |||||||||
Shares issued price per share | $ 0.39 | ||||||||
Stock options granted | 515,127 | ||||||||
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 | |||||||
Shares issued price per share | $ 7.82 | ||||||||
Stock options granted | 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] | |||||||||
Shares issued price per share | $ 4 | ||||||||
Stock options granted | 757,575 | ||||||||
Annual base salary | $ 485,000 | ||||||||
Percentage of cash bonus received | 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 $750,000 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | |||||
Jul. 11, 2023 | Jul. 06, 2023 | Jul. 05, 2023 | Jun. 01, 2021 | Jun. 30, 2023 | Jun. 30, 2023 | Jun. 30, 2022 | |
Subsequent Event [Line Items] | |||||||
ABSI issued | $ 2,047,166 | $ 2,047,166 | $ 12,945,082 | ||||
ABSI [Member] | Subsequent Event [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Public offering, net of issuance costs, shares | 627,667 | ||||||
ABSI issued | $ 250,000 | ||||||
Net proceeds | 10,000,000 | ||||||
Proceeds from Other Equity | $ 8,250,000 | ||||||
Restated Employment Agreement [Member] | Chief Executive Officer [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Annual base salary | $ 485,000 | ||||||
Percentage of cash bonus received | 55% | ||||||
Restated Employment Agreement [Member] | Subsequent Event [Member] | Chief Executive Officer [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Annual base salary | $ 500,000 | ||||||
Percentage of cash bonus received | 60% | ||||||
Restated Employment Agreement [Member] | Subsequent Event [Member] | Chief Operating Officer [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Annual base salary | $ 400,000 | ||||||
Percentage of cash bonus received | 50% |