Cover
Cover - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Feb. 20, 2024 | Jun. 30, 2023 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2023 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2023 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity File Number | 001-41210 | ||
Entity Registrant Name | THARIMMUNE, 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 | THAR | ||
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 | $ 3.9 | ||
Entity Common Stock, Shares Outstanding | 11,739,676 | ||
Documents incorporated by reference | None | ||
ICFR Auditor Attestation Flag | false | ||
Document Financial Statement Error Correction [Flag] | false | ||
Auditor Firm ID | 89 | ||
Auditor Name | Rosenberg Rich Baker Berman P.A. | ||
Auditor Location | Somerset, New Jersey |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Current assets | ||
Cash | $ 10,935,352 | $ 6,510,534 |
Prepaid expenses and other current assets | 11,041 | 178,094 |
Total current assets | 10,946,393 | 6,688,628 |
Total assets | 10,946,393 | 6,688,628 |
Current liabilities | ||
Accounts payable | 908,577 | 954,505 |
Accrued expenses | 906,469 | 190,468 |
Total current liabilities | 1,815,046 | 1,144,973 |
Total liabilities | 1,815,046 | 1,144,973 |
Commitments and contingencies (see Note 9) | ||
Stockholders’ equity | ||
Preferred stock, $0.0001 par value, 10,000,000 shares authorized, no shares issued and outstanding as of December 31, 2023 and December 31, 2022 | ||
Common stock, $0.0001 par value, 250,000,000 shares authorized,11,743,309 shares and 464,213 shares issued and 11,739,676 shares and 460,580 shares outstanding as of December 31, 2023 and December 31, 2022, respectively | 1,175 | 46 |
Additional paid-in capital | 33,903,663 | 20,998,006 |
Accumulated deficit | (24,703,526) | (15,384,432) |
Treasury stock, at cost, 3,633 shares held in treasury as of December 31, 2023 and December 31, 2022 | (69,965) | (69,965) |
Total stockholders’ equity | 9,131,347 | 5,543,655 |
Total liabilities and stockholders’ equity | $ 10,946,393 | $ 6,688,628 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 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 | 11,743,309 | 464,213 |
Common stock, shares outstanding | 11,739,676 | 460,580 |
Treasury stock, common shares | 3,633 | 3,633 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Operating expenses | ||
Research and development | $ 3,559,635 | $ 2,278,424 |
General and administrative | 5,895,585 | 4,603,514 |
Total operating expenses | 9,455,220 | 6,881,938 |
Loss from operations | (9,455,220) | (6,881,938) |
Other income (expense) | ||
Interest expense | (16,505) | (1,591,244) |
Interest income | 152,631 | |
Total other income (expense), net | 136,126 | (1,591,244) |
Net loss | $ (9,319,094) | $ (8,473,182) |
Net loss per share: | ||
Basic | $ (7.14) | $ (18.72) |
Diluted | $ (7.14) | $ (18.72) |
Weighted average number of common shares outstanding: | ||
Basic | 1,305,437 | 452,686 |
Diluted | 1,305,437 | 452,686 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Equity - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Treasury Stock, Common [Member] | Total |
Balance at Dec. 31, 2021 | $ 25 | $ 2,226,323 | $ (6,911,250) | $ (4,684,902) | |
Balance, shares at Dec. 31, 2021 | 254,307 | ||||
Net loss | (8,473,182) | (8,473,182) | |||
Exercise of stock options | $ 1 | 24,388 | $ 24,389 | ||
Exercise of stock options, shares | 9,621 | 9,621 | |||
Stock based compensation | 800,696 | $ 800,696 | |||
Stock issuance pursuant to service agreements | 100,000 | 100,000 | |||
Stock issuance pursuant to service agreement, shares | 1,270 | ||||
Public offerings, net of issuance costs | $ 15 | 12,945,067 | 12,945,082 | ||
Public offerings, net of issuance costs, shares | 150,000 | ||||
Conversion of related-party convertible notes | $ 5 | 4,901,532 | 4,901,537 | ||
Conversion of related-party convertible notes, shares | 49,015 | ||||
Purchase of treasury stock at cost | $ (69,965) | (69,965) | |||
Purchase of treasury stock at cost, shares | 3,633 | ||||
Balance at Dec. 31, 2022 | $ 46 | 20,998,006 | (15,384,432) | $ (69,965) | 5,543,655 |
Balance, shares at Dec. 31, 2022 | 464,213 | 3,633 | |||
Net loss | (9,319,094) | (9,319,094) | |||
Stock based compensation | 831,862 | 831,862 | |||
Stock issuance pursuant to service agreements | $ 3 | 349,997 | 350,000 | ||
Stock issuance pursuant to service agreement, shares | 27,908 | ||||
Public offerings, net of issuance costs | $ 204 | 11,715,545 | 11,715,749 | ||
Public offerings, net of issuance costs, shares | 2,037,000 | ||||
Exercise of pre-funded warrants | $ 918 | 8,257 | 9,175 | ||
Exercise of pre-funded warrants, shares | 9,175,000 | ||||
Reverse stock-split adjustment | $ 4 | (4) | |||
Reverse stock-split adjustment, shares | 39,188 | ||||
Balance at Dec. 31, 2023 | $ 1,175 | $ 33,903,663 | $ (24,703,526) | $ (69,965) | $ 9,131,347 |
Balance, shares at Dec. 31, 2023 | 11,743,309 | 3,633 |
Consolidated Statements of Ch_2
Consolidated Statements of Changes in Stockholders' Equity (Parenthetical) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Statement of Stockholders' Equity [Abstract] | ||
Stock issuance cost | $ 1,925,076 | $ 2,054,918 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Cash flows from operating activities: | ||
Net loss | $ (9,319,094) | $ (8,473,182) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Amortization of debt discount | 1,569,003 | |
Stock based compensation | 831,862 | 800,696 |
Stock issuance pursuant to services agreement | 350,000 | 100,000 |
Interest and original issuance discount on promissory notes | 14,645 | |
(Increase) decrease in operating assets: | ||
Prepaid expenses and other current assets | 167,053 | (107,424) |
Increase (decrease) in operating liabilities: | ||
Accounts payable | (45,928) | (141,170) |
Accrued interest | 7,237 | |
Due to founder | (200,000) | |
Accrued expenses | 716,001 | (127,755) |
Net cash used in operating activities | (7,300,106) | (6,557,950) |
Net cash provided by (used in) investing activities | ||
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 | |
Proceeds from issuance of common stock upon public offering, net of underwriting discounts and issuance costs | 12,234,929 | |
Payment of deferred offering costs | (519,180) | (521,294) |
Exercise of pre-funded warrants | 9,175 | |
Proceeds from insurance premium financing liability | 716,775 | 917,472 |
Repayment of insurance premium financing liability | (716,775) | (917,472) |
Proceeds from promissory notes | 125,000 | |
Repayments on promissory notes | (139,645) | |
Net cash provided by financing activities | 11,724,924 | 13,064,128 |
Net increase in cash | 4,424,818 | 6,506,178 |
Cash, beginning of period | 6,510,534 | 4,356 |
Cash, end of period | 10,935,352 | 6,510,534 |
Cash paid for interest expense | 16,505 | 22,241 |
Supplemental disclosure of non-cash financing activities: | ||
Issuance of common stock for prepaid marketing and investor related consulting services | 100,000 | |
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 | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Description of Business and Liquidity | Note 1 – Description of Business and Liquidity Nature of Operations Tharimmune, Inc. (formerly, Hillstream BioPharma, Inc.) (“Tharimmune” or the “Company”) was incorporated on March 28, 2017, as a Delaware C-corporation. At December 31, 2023, Tharimmune had one wholly-owned subsidiary: HB Pharma Corp. (“HB”). The Company is also developing an early-stage pipeline of novel therapeutic candidates targeting validated high value immuno-oncology (“IO”) targets including human epidermal growth factor (“EGF”) receptor 2 (“HER2”), human EGF receptor 3 (“HER3”) and programmed cell death protein 1 (“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 TH3215, 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 IND-enabling studies in 2024. In addition, the Company anticipates that TH0059, a HER2/HER3 bispecific ADC (“bsADC”), and TH1940, a PD-1 Picobody, will progress to enter IND-enabling studies in 2024. The Company has deprioritized its previous preclinical candidate, HSB-1216, due to a strategic reprioritization of its vision to focus on therapeutics in high unmet need cancers focused on novel epitopes of certain antitumor drug targets. Name Change On September 21, 2023, Hillstream BioPharma, Inc. filed a Certificate of Amendment (the “Amendment”) to its Certificate of Incorporation, as amended (the “Certificate of Incorporation”), with the Secretary of State of the State of Delaware pursuant to which it changed its name to Tharimmune, Inc. effective as of September 25, 2023. The name change became effective with The Nasdaq Capital Market on September 25, 2023 and the Company’s common stock has since traded on The Nasdaq Capital Market under the new name and new ticker symbol, “THAR.” Liquidity and Going Concern The accompanying consolidated financial statements have been prepared on the basis that the Company will continue as a going concern, which contemplates, among other things, the realization of assets and satisfaction of liabilities in the normal course of business. During the year ended December 31, 2023, the Company incurred operating losses in the amount of approximately $ 9.5 7.3 24.7 12.5 2.1 8.7 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 consolidated 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, 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 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. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2 – 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 November 17, 2023, the Company effectuated a reverse split of shares of its common stock at a ratio of 1-for-25 Principles of Consolidation The consolidated financial statements include the accounts of Tharimmune and its wholly-owned subsidiaries, HB and Farrington Therapeutics LLC. 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. Areas of the consolidated financial statements where estimates may have the most significant effect include research and development expense recognition, valuation of common shares and share-based compensation, 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 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 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. 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 of $ 1,569,003 The Company accounts for derivative instruments in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 815, Derivative and Hedging Fair Value Measurements The Company applies FASB ASC Topic 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 consolidated financial instruments. The redemption feature of the debt instruments is recorded at fair value. See Note 4 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 consists primarily of legal, accounting, underwriters’ fees, printing, and filing fees that are incurred prior to an offering of the Company’s common stock and are initially capitalized and then subsequently reclassified to additional paid-in capital upon completion of the offering. If an offering is not completed, any associated offering costs will be expensed immediately upon termination of the offering. Insurance Premium Financing Liability In January 2022, the Company entered into an insurance premium financing agreement for $ 1,207,200 3.5 289,728 93,225 In January 2023, the Company entered into an insurance premium financing agreement for $ 955,700 5.25 238,925 81,394 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 match which is currently equal to 3% of employee contributions. Total company contributions to the plan were $ 19,336 10,696 Income Taxes The Company accounts for income taxes using the asset-and-liability method in accordance with FASB ASC Topic 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 full 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 Subtopic 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 December 31, 2023 and 2022, the Company had no unrecognized uncertain income tax positions, and therefore no amounts have been recognized in the consolidated financial statements. Net Loss per Share The Company reports loss per share in accordance with FASB ASC Subtopic 260-10, Earnings Per Share Potentially dilutive securities not included in the computation of loss per share for the years ended December 31, 2023 and 2022 included options to purchase 90,758 65,153 7,500 6,360 1-for-25 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 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 | 12 Months Ended |
Dec. 31, 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 49,015 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 |
Redemption Liability
Redemption Liability | 12 Months Ended |
Dec. 31, 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, further described in Note 3 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 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 | 12 Months Ended |
Dec. 31, 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 1-for-25 the On January 14, 2022, the Company closed the IPO pursuant to which it issued 150,000 100.00 15.0 1.1 1.0 547,000 12.5 22,500 49,015 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 1,270 78.75 100,000 100,000 2,801 35.70 100,000 On June 9, 2022, the Company’s Board of Directors authorized the repurchase of up to $ 1,000,000 During the year ended December 31, 2022, the Company purchased 3,633 70,000 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 212,000 12.50 2.7 186,000 417,000 2.1 795,000 On July 26, 2023, pursuant to the research and development collaboration and license agreement with Applied Biomedical Science Institute (“ABSI”), further described in Note 9 to the consolidated financial statements, the Company issued 25,107 9.95 250,000 On November 30, 2023, the Company closed a public offering pursuant to which it issued 1,825,000 1.00 8,175,000 0.001 4.99 9.99 10 1.3 8.7 1,500,000 1,000,000 1 70,000 |
Stock Based Compensation
Stock Based Compensation | 12 Months Ended |
Dec. 31, 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 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 3,788 The Company has granted options to acquire 3,712 330 76 3,712 4.2 5.2 In July 2019, the Company authorized an additional plan, the 2019 Stock Incentive Plan (the “2019 Plan”). The Company initially reserved 11,363 22,980 22,980 18,687 156,060 As of December 31, 2023 and 2022, the Company has granted options to acquire 156,060 135,455 0 20,605 82,046 61,440 73.66 95.09 7.8 8.4 On August 17, 2023, the Company authorized a new plan, the Tharimmune, Inc. 2023 Omnibus Incentive Plan (the “2023 Plan”). Under the Company’s 2023 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 2,600,000 During the year ended December 31, 2023, the Company granted options to acquire 5,000 2,595,000 5,000 3.94 9.9 The following table summarizes stock-based activities under the 2017, 2019, and 2023 Stock Incentive Plans: Schedule of Stock Option Activity Weighted Weighted Shares Average Average Underlying Exercise Contractual Options Price Terms Outstanding at December 31, 2021 36,139 $ 106.73 7.9 Granted 39,203 $ 84.43 Exercised (9,621 ) $ 2.53 Forfeited/cancelled (568 ) $ 132.00 Outstanding at December 31, 2022 65,153 $ 108.48 8.2 Granted 25,605 $ 8.62 Outstanding at December 31, 2023 90,758 $ 80.30 7.8 Exercisable options at December 31, 2023 75,279 $ 76.16 7.7 Vested and expected to vest at December 31, 2023 90,758 $ 80.30 7.8 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. Forfeitures are accounted for as they occur. Stock options granted during the years ended December 31, 2023 and 2022 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, 2023 2022 Expected volatility 95.10 103.3 94.5 104.0 Risk-free interest rate 3.99 4.53 1.69 3.39 Expected dividend yield 0 % 0 % Expected life of options in years 5.0 5.0 7.0 Estimated fair value of options granted $ 3.07 7.22 $ 19.38 80.10 The weighted-average grant date fair value of stock options granted during the years ended December 31, 2023 and 2022 was approximately $ 6.41 67.39 23.11 31.19 Included in the above table are performance-based stock options granted in 2019 to purchase 9,242 1.98 Total stock-based compensation expense included in the accompanying consolidated statements of operations was as follows: Schedule of Stock Based Compensation Expense 2023 2022 For the years ended December 31 2023 2022 Research and development $ 404,895 $ 341,389 General and administrative 426,967 459,307 Total stock-based compensation $ 831,862 $ 800,696 As of December 31, 2023, the total unrecognized compensation expense related to non-vested options was approximately $ 1.2 2.0 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 $ 125.00 In connection with the May 2, 2023 public offering as described in Note 5 to the consolidated financial statements, the Company issued warrants to designees of the underwriter (the “Representative’s Warrants”) to purchase 6,360 3 15.625 In connection with the November 30, 2023 public offering as described in Note 5 to the consolidated financial statements, the Company issued pre-funded warrants to purchase 8,175,000 0.001 4.99 9.99 1,500,000 1,000,000 0.001 The underwriters received warrants to purchase 300,000 1.25 Terms of the warrants outstanding at December 31, 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 $ 125.00 7,500 - 7,500 May 2, 2023 November 2, 2023 May 2, 2028 $ 15.625 6,360 - 6,360 November 30, 2023 November 30, 2023 May 2, 2028 $ 0.001 8,175,000 8,175,000 - November 30, 2023 November 30, 2023 May 2, 2028 $ 0.001 1,000,000 1,000,000 - November 30, 2023 May 27, 2024 May 2, 2028 $ 1.250 300,000 - 300,000 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 7 – 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, 2023 and 2022. The valuation allowance increased by approximately $ 2.8 2.3 The significant components of the Company’s deferred tax assets and liabilities as of December 31, 2023 and 2022 Schedule of Significant Components of Company’s Deferred Tax Assets Deferred tax asset (liabilities) related to: 2023 2022 December 31, Deferred tax asset (liabilities) related to: 2023 2022 Federal net operating loss carryforward $ 3,017,000 $ 1,951,000 State net operating loss carryforward 1,021,000 660,000 Capitalized costs 1,261,000 512,000 Acquired in-process research and development 319,000 163,000 Research and development credit 243,000 81,000 Stock compensation 733,000 534,000 Accrued expenses and other 84,000 - Total deferred tax assets 6,678,000 3,901,000 Valuation allowance (6,678,000 ) (3,901,000 ) Deferred tax asset, net of valuation allowance $ - $ - The income tax benefit for the years ended December 31, 2023 and 2022 differ from the amounts computed by applying the U.S. federal income tax rate of 21 Schedule of Effective Income Tax Expense 2023 2022 For the years ended December 31, 2023 2022 Income tax benefit at the federal statutory rate $ (1,957,000 ) $ (1,779,000 ) Permanent differences and other 34,000 257,000 State income taxes (661,000 ) (515,000 ) Research and development credit (238,000 ) (76,000 ) Other 45,000 40,000 Change in valuation allowance 2,777,000 2,073,000 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 $ 6.7 3.9 At December 31, 2023 and 2022, the Company had available net operating loss carryforwards of approximately $ 14.4 million and $ 9.3 million, respectively, for federal income tax purposes, all of which were generated after 2017 and can be carried forward indefinitely under the Tax Cuts and Jobs Act. At December 31, 2023 and 2022, the Company had approximately $ 243,000 and $ 81,000 of federal research and development (“R&D”) tax credit carryforwards. If not utilized, the federal R&D credits will begin to expire in 2038. The Company also had $ 14.9 million and $ 10.3 million of state net operating losses that will begin to expire in 2037. 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. The Tax Cuts and Jobs Act of 2017 (“TCJA”) has modified the IRC 174 expenses related to research and development for the tax years beginning after December 31, 2021. Under the TCJA, the Company must now capitalize the expenditures related to research and development activities and amortize over five years for U.S. activities and 15 years for non-U.S. activities using a mid-year convention. Therefore, the capitalization of research and development costs in accordance with IRC 174 results in a gross deferred tax asset of $ 4,487,000 |
Related-Party Transactions
Related-Party Transactions | 12 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions [Abstract] | |
Related-Party Transactions | Note 8 – Related-Party Transactions As described in Note 3 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 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 9,621 2.53 24,000 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 9 – 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. 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 (as amended, the “Minotaur Agreement”) and a commercial license agreement with Taurus (the “Taurus Agreement”) for use of certain technology, including OmniAb antibodies, 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, including TH 1940, against PD-1. It is anticipated that the Company will collaborate with Minotaur under the license from Taurus to discover, develop, and advance biotherapeutics against high-value validated IO targets starting with PD-1. The Minotaur Agreement included an up-front payment of $ 150,000 1,000,000 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 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 (as defined below) 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 25,107 250,000 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. During the year ended December 31, 2023, the Company paid milestone fees of $ 500,000 250,000 Avior Patent License Agreement On November 3, 2023 (the “Avior Effective Date”), the Company entered into the Avior Patent License Agreement with Avior pursuant to which the Company received an exclusive sublicensable right and license to Licensed Patent Rights and Licensed Technology to, among other things, Develop, have Developed, make, have made, use, sell, import, export and commercialize TH104 and TH103 and to practice the Licensed Technology in connection with the foregoing, throughout the world. Pursuant to the Avior Patent License Agreement, the Company shall pay Avior a mid six digit up front license fee within ten days of the Avior Effective Date and an additional mid six digit license fee which shall be paid in four equal installments within ten days of the end of each fiscal quarter following the Avior Effective Date. In addition, the Company shall pay Avior a high single digit percentage of any upfront payments received by it as a result of the grant of any sublicenses with respect to TH104. The Company shall also pay Avior milestone payments in the aggregate amount of $ 24,250,000 During the year ended December 31, 2023, the Company paid milestone fees of $ 380,000 Employment Agreements On June 1, 2021, the Company entered into an Amended and Restated Employment Agreement with the Company’s CEO, as amended periodically (the “Amended and Restated Employment Agreement”). The term of the Amended and Restated Employment Agreement commenced upon the closing of the Company’s IPO in January 2022 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. 30,303 100.00 On January 1, 2023, in lieu of half of his 2023 salary, the CEO was issued options to purchase up to 20,605 9.75 On July 6, 2023, the Company entered into an amended and restated employment agreement (the “CEO Employment Agreement”) with the CEO. The Employment Agreement has the same terms as of the COO Employment Agreement (as defined below) except, the CEO shall (i) receive a base salary of $ 500,000 60 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 per year, which may be increased by the Board; (ii) be eligible to receive an annual bonus equal to 50 % of his then base salary based upon the achievement of Company and individual targets to be established by the Board, in its sole discretion; (iii) shall be eligible to receive equity-based compensation awards as determined by the Company; (iv) receive reimbursement of reasonable business expenses; and (v) receive such other benefits that the Company may make available to its senior executives from time to time along with vacation, sick and holiday pay in accordance with the Company’s policies established and in effect from time to time. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 10 – Subsequent Events Except as noted below, there were no material subsequent events that required recognition or additional disclosure in these consolidated financial statements. In January 2024, the Company entered into an insurance premium financing agreement for $ 492,450 7.5 98,490 40,763 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
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 November 17, 2023, the Company effectuated a reverse split of shares of its common stock at a ratio of 1-for-25 |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of Tharimmune and its wholly-owned subsidiaries, HB and Farrington Therapeutics LLC. 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. Areas of the consolidated financial statements where estimates may have the most significant effect include research and development expense recognition, valuation of common shares and share-based compensation, 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 |
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 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. |
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 of $ 1,569,003 The Company accounts for derivative instruments in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 815, Derivative and Hedging |
Fair Value Measurements | Fair Value Measurements The Company applies FASB ASC Topic 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 consolidated financial instruments. The redemption feature of the debt instruments is recorded at fair value. See Note 4 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 consists primarily of legal, accounting, underwriters’ fees, printing, and filing fees that are incurred prior to an offering of the Company’s common stock and are initially capitalized and then subsequently reclassified to additional paid-in capital upon completion of the offering. If an offering is not completed, any associated offering costs will be expensed immediately upon termination of the offering. |
Insurance Premium Financing Liability | Insurance Premium Financing Liability In January 2022, the Company entered into an insurance premium financing agreement for $ 1,207,200 3.5 289,728 93,225 In January 2023, the Company entered into an insurance premium financing agreement for $ 955,700 5.25 238,925 81,394 |
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 match which is currently equal to 3% of employee contributions. Total company contributions to the plan were $ 19,336 10,696 |
Income Taxes | Income Taxes The Company accounts for income taxes using the asset-and-liability method in accordance with FASB ASC Topic 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 full 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 Subtopic 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 December 31, 2023 and 2022, the Company had no unrecognized uncertain income tax positions, and therefore no amounts have been recognized in the consolidated financial statements. |
Net Loss per Share | Net Loss per Share The Company reports loss per share in accordance with FASB ASC Subtopic 260-10, Earnings Per Share Potentially dilutive securities not included in the computation of loss per share for the years ended December 31, 2023 and 2022 included options to purchase 90,758 65,153 7,500 6,360 1-for-25 |
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 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) | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Stock Option Activity | The following table summarizes stock-based activities under the 2017, 2019, and 2023 Stock Incentive Plans: Schedule of Stock Option Activity Weighted Weighted Shares Average Average Underlying Exercise Contractual Options Price Terms Outstanding at December 31, 2021 36,139 $ 106.73 7.9 Granted 39,203 $ 84.43 Exercised (9,621 ) $ 2.53 Forfeited/cancelled (568 ) $ 132.00 Outstanding at December 31, 2022 65,153 $ 108.48 8.2 Granted 25,605 $ 8.62 Outstanding at December 31, 2023 90,758 $ 80.30 7.8 Exercisable options at December 31, 2023 75,279 $ 76.16 7.7 Vested and expected to vest at December 31, 2023 90,758 $ 80.30 7.8 |
Schedule of Options Weighted Average Assumptions | Stock options granted during the years ended December 31, 2023 and 2022 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, 2023 2022 Expected volatility 95.10 103.3 94.5 104.0 Risk-free interest rate 3.99 4.53 1.69 3.39 Expected dividend yield 0 % 0 % Expected life of options in years 5.0 5.0 7.0 Estimated fair value of options granted $ 3.07 7.22 $ 19.38 80.10 |
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 2023 2022 For the years ended December 31 2023 2022 Research and development $ 404,895 $ 341,389 General and administrative 426,967 459,307 Total stock-based compensation $ 831,862 $ 800,696 |
Schedule of Warrants | Terms of the warrants outstanding at December 31, 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 $ 125.00 7,500 - 7,500 May 2, 2023 November 2, 2023 May 2, 2028 $ 15.625 6,360 - 6,360 November 30, 2023 November 30, 2023 May 2, 2028 $ 0.001 8,175,000 8,175,000 - November 30, 2023 November 30, 2023 May 2, 2028 $ 0.001 1,000,000 1,000,000 - November 30, 2023 May 27, 2024 May 2, 2028 $ 1.250 300,000 - 300,000 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
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, 2023 and 2022 Schedule of Significant Components of Company’s Deferred Tax Assets Deferred tax asset (liabilities) related to: 2023 2022 December 31, Deferred tax asset (liabilities) related to: 2023 2022 Federal net operating loss carryforward $ 3,017,000 $ 1,951,000 State net operating loss carryforward 1,021,000 660,000 Capitalized costs 1,261,000 512,000 Acquired in-process research and development 319,000 163,000 Research and development credit 243,000 81,000 Stock compensation 733,000 534,000 Accrued expenses and other 84,000 - Total deferred tax assets 6,678,000 3,901,000 Valuation allowance (6,678,000 ) (3,901,000 ) Deferred tax asset, net of valuation allowance $ - $ - |
Schedule of Effective Income Tax Expense | Schedule of Effective Income Tax Expense 2023 2022 For the years ended December 31, 2023 2022 Income tax benefit at the federal statutory rate $ (1,957,000 ) $ (1,779,000 ) Permanent differences and other 34,000 257,000 State income taxes (661,000 ) (515,000 ) Research and development credit (238,000 ) (76,000 ) Other 45,000 40,000 Change in valuation allowance 2,777,000 2,073,000 Effective income tax expense $ - $ - |
Description of Business and L_2
Description of Business and Liquidity (Details Narrative) - USD ($) | 12 Months Ended | ||||
Nov. 30, 2023 | May 02, 2023 | Jan. 14, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Subsidiary, Sale of Stock [Line Items] | |||||
Operating losses | $ 9,455,220 | $ 6,881,938 | |||
Net cash used in operating activities | 7,300,106 | 6,557,950 | |||
Accumulated deficit | 24,703,526 | 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 | $ 8,700,000 | $ 2,100,000 | $ 12,500,000 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |||||
Nov. 17, 2023 | Nov. 17, 2023 | May 02, 2023 | Jan. 31, 2023 | Jan. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Reverse stock split | 1-for-25 | 1-for-25 | |||||
FDIC insured amount | $ 250,000 | ||||||
Prepaid expenses | $ 61,000 | ||||||
Unamortized debt discount | 1,569,003 | ||||||
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 | |||||
Company contributions | $ 19,336 | $ 10,696 | |||||
Options [Member] | |||||||
Antidilutive securities | 90,758 | 65,153 | |||||
Warrant [Member] | IPO [Member] | |||||||
Antidilutive securities | 7,500 | 7,500 | |||||
Common Stock [Member] | Public Offering [Member] | |||||||
Antidilutive securities | 6,360 | ||||||
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 | 12 Months Ended | |||||
Jan. 14, 2022 | Dec. 01, 2020 | Jan. 01, 2020 | Dec. 31, 2020 | May 31, 2017 | Dec. 31, 2023 | Dec. 31, 2022 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Notes Issued | $ 186,858 | ||||||
Interest expense | 16,505 | 1,591,244 | |||||
Interest payable, current | $ 906,469 | 190,468 | |||||
Debt instrument, unamortized discount | 1,569,003 | ||||||
IPO [Member] | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Debt instrument, face amount | $ 3,700,000 | ||||||
Interest payable, current | $ 187,000 | ||||||
Common Stock [Member] | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Conversion of stock shares converted | 49,015 | ||||||
Convertible Promissory Note Agreements [Member] | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Debt instrument interest rate stated percentage | 20% | 5% | |||||
Gross proceeds from note issuance | $ 7,500,000 | $ 5,000,000 | |||||
Debt instrument, term | 3 years | 2 years | |||||
Debt instrument, face amount | $ 2,100,000 | ||||||
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] | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Debt instrument, fair value | $ 2,400,000 |
Redemption Liability (Details N
Redemption Liability (Details Narrative) | Jan. 14, 2022 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 ($) | 12 Months Ended | ||||||||||||||
Nov. 30, 2023 | Nov. 17, 2023 | Nov. 17, 2023 | Jun. 26, 2023 | May 02, 2023 | May 02, 2023 | Feb. 16, 2023 | Feb. 16, 2022 | Jan. 14, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Mar. 17, 2023 | Jun. 09, 2022 | Dec. 31, 2021 | 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-25 | 1-for-25 | |||||||||||||
Proceeds from issuance initial public offering | $ 13,645,643 | ||||||||||||||
Share-based payment award, options, outstanding, number | 90,758 | 65,153 | 36,139 | ||||||||||||
Accrued interest | $ 906,469 | $ 190,468 | |||||||||||||
Debt conversion, converted instrument, amount | 3,734,446 | ||||||||||||||
Number of shares issued services, value | 350,000 | 100,000 | |||||||||||||
Number of shares authorized repurchased | 1,000,000 | ||||||||||||||
Purchase of treasury stock at cost | 69,965 | ||||||||||||||
Debt securities | $ 75,000,000 | ||||||||||||||
Number of shares issued, value | 11,715,749 | 12,945,082 | |||||||||||||
Warrant exercise price | $ 15.625 | $ 15.625 | |||||||||||||
ABSI [Member] | |||||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||||
Number of shares issued | 25,107 | ||||||||||||||
Shares issued, price per share | $ 9.95 | ||||||||||||||
Number of shares issued, value | $ 250,000 | ||||||||||||||
Treasury Stock, Common [Member] | |||||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||||
Number of shares issued services, value | |||||||||||||||
Purchase of treasury stock at cost, shares | 3,633 | ||||||||||||||
Purchase of treasury stock at cost | $ 69,965 | ||||||||||||||
Number of shares issued, value | |||||||||||||||
Common Stock [Member] | |||||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||||
Number of shares issued | 2,037,000 | 150,000 | |||||||||||||
Number of shares issued services | 27,908 | 1,270 | |||||||||||||
Number of shares issued services, value | $ 3 | ||||||||||||||
Purchase of treasury stock at cost | |||||||||||||||
Number of shares issued, value | $ 204 | $ 15 | |||||||||||||
Warrant [Member] | |||||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||||
Warrant exercise price | $ 125 | ||||||||||||||
Consulting Services Agreement [Member] | |||||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||||
Shares issued, price per share | $ 35.70 | $ 78.75 | |||||||||||||
Number of shares issued services | 2,801 | 1,270 | |||||||||||||
Number of shares issued services, value | $ 100,000 | $ 100,000 | |||||||||||||
IPO [Member] | |||||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||||
Number of shares issued | 1,825,000 | 212,000 | 150,000 | ||||||||||||
Shares issued, price per share | $ 1 | $ 12.50 | $ 12.50 | $ 100 | |||||||||||
Gross proceeds from issuance initial public offering | $ 10,000,000 | $ 2,700,000 | $ 15,000,000 | ||||||||||||
Underwriting discount | 186,000 | $ 186,000 | 1,100,000 | ||||||||||||
Commissions and other offering expenses | 1,300,000 | 417,000 | $ 417,000 | 1,000,000 | |||||||||||
Deferred offering costs | 547,000 | ||||||||||||||
Proceeds from issuance initial public offering | $ 8,700,000 | $ 2,100,000 | $ 12,500,000 | ||||||||||||
Share-based payment award, options, outstanding, number | 1,500,000 | 795,000 | 795,000 | 22,500 | |||||||||||
Debt conversion, converted instrument, shares issued | 49,015 | ||||||||||||||
Principal amount | $ 3,700,000 | ||||||||||||||
Accrued interest | 187,000 | ||||||||||||||
IPO [Member] | Affiliated Entity [Member] | Equity Method Investment [Member] | |||||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||||
Ownership percentage | 4.99% | ||||||||||||||
IPO [Member] | Purchaser [Member] | Equity Method Investment [Member] | |||||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||||
Ownership percentage | 9.99% | ||||||||||||||
IPO [Member] | Common Stock [Member] | |||||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||||
Proceeds from issuance initial public offering | $ 2,100,000 | ||||||||||||||
IPO [Member] | Warrant [Member] | |||||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||||
Number of shares issued | 6,360 | ||||||||||||||
Shares issued, price per share | $ 0.001 | ||||||||||||||
Share-based payment award, options, outstanding, number | 1,000,000 | ||||||||||||||
Share-based payment award, options, outstanding, number | 8,175,000 | ||||||||||||||
Warrant exercise price | $ 0.001 | ||||||||||||||
IPO [Member] | Warrant [Member] | Underwriter [Member] | |||||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||||
Gross proceeds from issuance initial public offering | $ 1,000,000 | ||||||||||||||
Commissions and other offering expenses | $ 70,000 | ||||||||||||||
Share-based payment award, options, outstanding, number | 1,000,000 | ||||||||||||||
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, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Payment Arrangement [Abstract] | |||
Shares underlying option, outstanding, beginning | 65,153 | 36,139 | |
Weighted average exercise price, outstanding, beginning | $ 108.48 | $ 106.73 | |
Weighted average contractual terms, outstanding, ending | 7 years 9 months 18 days | 8 years 2 months 12 days | 7 years 10 months 24 days |
Shares underlying option, Granted | 25,605 | 39,203 | |
Weighted average exercise price, granted | $ 8.62 | $ 84.43 | |
Shares underlying option, Exercised | (9,621) | ||
Weighted average exercise price, Exercised | $ 2.53 | ||
Shares underlying option, Forfeited/cancelled | (568) | ||
Weighted average exercise price, Forfeited/cancelled | $ 132 | ||
Shares underlying option, outstanding, ending | 90,758 | 65,153 | 36,139 |
Weighted average exercise price, outstanding, ending | $ 80.30 | $ 108.48 | $ 106.73 |
Shares underlying option, exercisable, ending | 75,279 | ||
Weighted average exercise price, exercisable, ending | $ 76.16 | ||
Weighted average contractual terms, exercisable | 7 years 8 months 12 days | ||
Shares underlying option, vested and expected to vest, ending | 90,758 | ||
Weighted average exercise price, vested and expected to vest, ending | $ 80.30 | ||
Weighted average contractual terms, vested and expected to vest | 7 years 9 months 18 days |
Schedule of Options Weighted Av
Schedule of Options Weighted Average Assumptions (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Expected dividend yield | 0% | 0% |
Expected life of options in years | 5 years | |
Minimum [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Expected volatility | 95.10% | 94.50% |
Risk-free interest rate | 3.99% | 1.69% |
Expected life of options in years | 5 years | |
Estimated fair value of options granted | $ 3.07 | $ 19.38 |
Maximum [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Expected volatility | 103.30% | 104% |
Risk-free interest rate | 4.53% | 3.39% |
Expected life of options in years | 7 years | |
Estimated fair value of options granted | $ 7.22 | $ 80.10 |
Schedule of Stock Based Compens
Schedule of Stock Based Compensation Expense (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total stock-based compensation | $ 831,862 | $ 800,696 |
Research and Development Expense [Member] | ||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total stock-based compensation | 404,895 | 341,389 |
General and Administrative Expense [Member] | ||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total stock-based compensation | $ 426,967 | $ 459,307 |
Schedule of Warrants (Details)
Schedule of Warrants (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2023 | May 02, 2023 | |
Warrants, Exercise Price | $ 15.625 | |
Warrant [Member] | ||
Warrants, Issuance Date | Jan. 14, 2022 | |
Warrants, Initial Exercise Date | Jul. 10, 2022 | |
Warrants, Expiration Date | Jan. 11, 2027 | |
Warrants, Exercise Price | $ 125 | |
Warrants, Issued | 7,500 | |
Warrant, Exercised | ||
Warrants, Outstanding | 7,500 | |
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 | $ 15.625 | |
Warrants, Issued | 6,360 | |
Warrant, Exercised | ||
Warrants, Outstanding | 6,360 | |
Warrant Two [Member] | ||
Warrants, Issuance Date | Nov. 30, 2023 | |
Warrants, Initial Exercise Date | Nov. 30, 2023 | |
Warrants, Expiration Date | May 02, 2028 | |
Warrants, Exercise Price | $ 0.001 | |
Warrants, Issued | 8,175,000 | |
Warrant, Exercised | 8,175,000 | |
Warrants, Outstanding | ||
Warrant Three [Member] | ||
Warrants, Issuance Date | Nov. 30, 2023 | |
Warrants, Initial Exercise Date | Nov. 30, 2023 | |
Warrants, Expiration Date | May 02, 2028 | |
Warrants, Exercise Price | $ 0.001 | |
Warrants, Issued | 1,000,000 | |
Warrant, Exercised | 1,000,000 | |
Warrants, Outstanding | ||
Warrant Four [Member] | ||
Warrants, Issuance Date | Nov. 30, 2023 | |
Warrants, Initial Exercise Date | May 27, 2024 | |
Warrants, Expiration Date | May 02, 2028 | |
Warrants, Exercise Price | $ 1.250 | |
Warrants, Issued | 300,000 | |
Warrant, Exercised | ||
Warrants, Outstanding | 300,000 |
Stock Based Compensation (Detai
Stock Based Compensation (Details Narrative) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | 12 Months Ended | |||||||||||
Nov. 30, 2023 | May 02, 2023 | May 02, 2023 | Jan. 14, 2022 | May 31, 2021 | Aug. 30, 2019 | Jan. 31, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2019 | Aug. 17, 2023 | Jul. 31, 2019 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||||
Options granted in period | 25,605 | 39,203 | |||||||||||
Share-based payment award, options, outstanding, number | 90,758 | 65,153 | 36,139 | ||||||||||
Weighted average contractual term | 7 years 9 months 18 days | 8 years 2 months 12 days | 7 years 10 months 24 days | ||||||||||
Weighted average exercise prices | $ 80.30 | $ 108.48 | $ 106.73 | ||||||||||
Weighted average grant date fair value of stock options granted | 6.41 | 67.39 | |||||||||||
Weighted average fair value of stock options vested | 23.11 | 31.19 | |||||||||||
Share-based payment award, options, grants in period, weighted average exercise price | $ 8.62 | $ 84.43 | |||||||||||
Unrecognized compensation expense | $ 1.2 | ||||||||||||
Unrecognized compensation expense, recognized period | 2 years | ||||||||||||
Warrant exercise price | $ 15.625 | $ 15.625 | |||||||||||
Number of securities sold percentage | 3% | ||||||||||||
IPO [Member] | |||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||||
Shares issued, price per share | $ 1 | $ 12.50 | $ 12.50 | $ 100 | |||||||||
Share-based payment award, options, outstanding, number | 1,500,000 | 795,000 | 795,000 | 22,500 | |||||||||
Warrant issued | 1,825,000 | 212,000 | 150,000 | ||||||||||
IPO [Member] | Affiliated Entity [Member] | Equity Method Investment [Member] | |||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||||
Ownership percentage | 4.99% | ||||||||||||
IPO [Member] | Purchaser [Member] | Equity Method Investment [Member] | |||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||||
Ownership percentage | 9.99% | ||||||||||||
Warrant [Member] | |||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||||
Warrant exercise price | $ 125 | ||||||||||||
Warrant [Member] | IPO [Member] | |||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||||
Shares issued, price per share | $ 0.001 | ||||||||||||
Share-based payment award, options, outstanding, number | 1,000,000 | ||||||||||||
Warrant exercise price | $ 0.001 | ||||||||||||
Warrant issued | 6,360 | ||||||||||||
Number of shares issued | 8,175,000 | ||||||||||||
Share-based payment award, description | The underwriters received warrants to purchase 300,000 shares of common stock with an initial exercise price of $1.25, exercisable beginning May 27, 2024, and expiring May 2, 2028 (the “Underwriters Warrants”). | ||||||||||||
Warrant [Member] | IPO [Member] | Underwriters Warrants [Member] | |||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||||
Warrant exercise price | $ 1.25 | ||||||||||||
Number of shares issued | 300,000 | ||||||||||||
Share-Based Payment Arrangement, Option [Member] | |||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||||
Options granted in period | 9,242 | ||||||||||||
Share-based payment award, options, grants in period, weighted average exercise price | $ 1.98 | ||||||||||||
2017 Stock Incentive Plan [Member] | |||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||||
Shares issued to pursuants | 3,788 | ||||||||||||
Options granted in period | 3,712 | ||||||||||||
Shares issued, price per share | $ 330 | ||||||||||||
Number of shares available for grant | 76 | ||||||||||||
Share-based payment award, options, outstanding, number | 3,712 | 3,712 | |||||||||||
Weighted average contractual term | 4 years 2 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] | |||||||||||||
Shares issued to pursuants | 156,060 | 156,060 | 11,363 | ||||||||||
Options granted in period | 156,060 | 135,455 | |||||||||||
Number of shares available for grant | 0 | 20,605 | |||||||||||
Share-based payment award, options, outstanding, number | 82,046 | 61,440 | |||||||||||
Weighted average contractual term | 7 years 9 months 18 days | 8 years 4 months 24 days | |||||||||||
Additional number of shares authorized to issue | 18,687 | 22,980 | 22,980 | ||||||||||
Weighted average exercise prices | $ 73.66 | $ 95.09 | |||||||||||
Omnibus Equity Incentive Plan [Member] | |||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||||
Shares issued to pursuants | 2,600,000 | ||||||||||||
2023 Stock Incentive Plan [Member] | |||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||||
Options granted in period | 5,000 | ||||||||||||
Number of shares available for grant | 2,595,000 | ||||||||||||
Share-based payment award, options, outstanding, number | 5,000 | ||||||||||||
Weighted average contractual term | 9 years 10 months 24 days | ||||||||||||
Weighted average exercise prices | $ 3.94 |
Schedule of Significant Compone
Schedule of Significant Components of Company’s Deferred Tax Assets (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Income Tax Disclosure [Abstract] | ||
Federal net operating loss carryforward | $ 3,017,000 | $ 1,951,000 |
State net operating loss carryforward | 1,021,000 | 660,000 |
Capitalized costs | 1,261,000 | 512,000 |
Acquired in-process research and development | 319,000 | 163,000 |
Research and development credit | 243,000 | 81,000 |
Stock compensation | 733,000 | 534,000 |
Accrued expenses and other | 84,000 | |
Total deferred tax assets | 6,678,000 | 3,901,000 |
Valuation allowance | (6,678,000) | (3,901,000) |
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, 2023 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Income tax benefit at the federal statutory rate | $ (1,957,000) | $ (1,779,000) |
Permanent differences and other | 34,000 | 257,000 |
State income taxes | (661,000) | (515,000) |
Research and development credit | (238,000) | (76,000) |
Other | 45,000 | 40,000 |
Change in valuation allowance | 2,777,000 | 2,073,000 |
Effective income tax expense | $ 0 | $ 0 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Operating Loss Carryforwards [Line Items] | ||
Valuation allowance deferred tax asset change in amount | $ 2,800,000 | $ 2,300,000 |
Federal statutory income tax rate | 21% | 21% |
Operating loss carryforwards | $ 6,700,000 | $ 3,900,000 |
Deferred Tax Assets, Tax Credit Carryforwards, Research | 243,000 | 81,000 |
Deferred tax asset gross | 6,678,000 | 3,901,000 |
Research and Development Expense [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Deferred tax asset gross | 4,487,000 | |
Domestic Tax Authority [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Operating Loss Carryforwards | 14,400,000 | 9,300,000 |
Deferred Tax Assets, Tax Credit Carryforwards, Research | 243,000 | 81,000 |
State and Local Jurisdiction [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Operating Loss Carryforwards | $ 14,900,000 | $ 10,300,000 |
Related-Party Transactions (Det
Related-Party Transactions (Details Narrative) - USD ($) | 12 Months Ended | ||||
Apr. 18, 2022 | Jan. 06, 2022 | Jan. 04, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Related Party Transaction [Line Items] | |||||
Debt instrument, unamortized discount | $ 1,569,003 | ||||
Exercise of stock options, shares | 9,621 | ||||
Weighted average exercise price, exercised | $ 2.53 | ||||
Exercise of stock options | $ 24,389 | ||||
Unsecured Promissory Notes [Member] | |||||
Related Party Transaction [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 | |||
Founder and Chief Executive Officer [Member] | |||||
Related Party Transaction [Line Items] | |||||
Weighted average exercise price, exercised | $ 2.53 | ||||
Exercise of stock options | $ 24,000 | ||||
Founder and Chief Executive Officer [Member] | Maximum [Member] | |||||
Related Party Transaction [Line Items] | |||||
Exercise of stock options, shares | 9,621 | ||||
Founder and Chief Executive Officer [Member] | Related Party [Member] | |||||
Related Party Transaction [Line Items] | |||||
Due to founder | $ 200,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | ||||||||
Nov. 03, 2023 | Jul. 11, 2023 | Jul. 06, 2023 | Jul. 05, 2023 | Jan. 01, 2023 | Jun. 01, 2021 | Dec. 30, 2019 | Jan. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||
Upfront payment | $ 150,000 | |||||||||
Milestone payment | $ 1,000,000 | |||||||||
Common stock equity grant | $ 11,715,749 | $ 12,945,082 | ||||||||
Stock options granted | 25,605 | 39,203 | ||||||||
Asset Purchase Agreement [Member] | ||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [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. | |||||||||
Initial payment | $ 50,000 | $ 50,000 | ||||||||
ABSI [Member] | ||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||
Milestone payment | $ 8,250,000 | |||||||||
Public offerings, net of issuance costs, shares | 25,107 | |||||||||
Common stock equity grant | $ 250,000 | 250,000 | ||||||||
Net proceeds | $ 10,000,000 | |||||||||
Milestone fees | 500,000 | |||||||||
Avior Patent License Agreement [Member] | ||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||
Milestone payment | $ 24,250,000 | |||||||||
Milestone fees | $ 380,000 | |||||||||
Restated Employment Agreement [Member] | Chief Executive Officer [Member] | ||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||
Annual base salary | $ 500,000 | $ 485,000 | ||||||||
Percentage of cash bonus received | 60% | 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. | |||||||||
Stock options granted | 20,605 | 30,303 | ||||||||
Shares issued price per share | $ 9.75 | $ 100 | ||||||||
Restated Employment Agreement [Member] | Chief Operating Officer [Member] | ||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||
Annual base salary | $ 400,000 | |||||||||
Percentage of cash bonus received | 50% |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | 1 Months Ended | ||
Jan. 31, 2024 | Jan. 31, 2023 | Jan. 31, 2022 | |
Subsequent Event [Line Items] | |||
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 | |
Subsequent Event [Member] | |||
Subsequent Event [Line Items] | |||
Insurance premium | $ 492,450 | ||
Interest rate | 7.50% | ||
Payments to acquire life insurance policies | $ 98,490 | ||
Insurance premium principal amount | $ 40,763 |