Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2024 | Aug. 07, 2024 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Jun. 30, 2024 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2024 | |
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 | 270-8260 | |
Title of 12(b) Security | Common stock, $0.0001 par value | |
Trading Symbol | THAR | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Elected Not To Use the Extended Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 1,148,760 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 | ||
Current assets | ||||
Cash and cash equivalents | $ 7,895,827 | $ 10,935,352 | ||
Prepaid expenses and other current assets | 301,620 | 11,041 | ||
Deferred offering costs | 60,000 | |||
Total current assets | 8,257,447 | 10,946,393 | ||
Total assets | 8,257,447 | 10,946,393 | ||
Current liabilities | ||||
Accounts payable | 784,029 | 908,577 | ||
Accrued expenses | 579,462 | 906,469 | ||
Insurance premium financing liability | 200,048 | |||
Total current liabilities | 1,563,539 | 1,815,046 | ||
Total liabilities | 1,563,539 | 1,815,046 | ||
Commitments and contingencies (see Note 5) | ||||
Stockholders’ equity | ||||
Preferred stock, $0.0001 par value, 10,000,000 shares authorized, no shares issued and outstanding as of June 30, 2024 and December 31, 2023 | ||||
Common stock, $0.0001 par value, 250,000,000 shares Authorized, 1,095,346 shares and 884,720 shares issued and 1,095,100 shares and 884,474 shares outstanding as of June 30, 2024 and December 31, 2023, respectively | [1] | 111 | 89 | |
Additional paid-in capital | 36,048,454 | 33,904,749 | ||
Accumulated deficit | (29,284,692) | (24,703,526) | ||
Treasury stock, at cost, 246 shares held in treasury as of June 30, 2024 and December 31, 2023 | (69,965) | (69,965) | ||
Total stockholders’ equity | 6,693,908 | 9,131,347 | [2] | |
Total liabilities and stockholders’ equity | $ 8,257,447 | $ 10,946,393 | ||
[1]Amounts have been retroactively restated to reflect the 1-for-15 1-for-15 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2024 | Dec. 31, 2023 |
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 | 1,095,346 | 884,720 |
Common stock, shares outstanding | 1,095,100 | 884,474 |
Treasury stock, common shares | 246 | 246 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | ||
Operating expenses | |||||
Research and development | $ 999,553 | $ 1,031,056 | $ 2,024,811 | $ 2,078,733 | |
General and administrative | 1,373,901 | 1,333,540 | 2,695,946 | 3,000,261 | |
Total operating expenses | 2,373,454 | 2,364,596 | 4,720,757 | 5,078,994 | |
Loss from operations | (2,373,454) | (2,364,596) | (4,720,757) | (5,078,994) | |
Other income (expense) | |||||
Interest expense | (5,217) | (6,517) | (9,917) | (12,655) | |
Interest income | 53,614 | 34,199 | 149,508 | 66,447 | |
Total other income, net | 48,397 | 27,682 | 139,591 | 53,792 | |
Net loss | $ (2,325,057) | $ (2,336,914) | $ (4,581,166) | $ (5,025,202) | |
Net loss per share: | |||||
Basic | $ (2.42) | $ (52.06) | $ (4.96) | $ (132.73) | |
Diluted | $ (2.42) | $ (52.06) | $ (4.96) | $ (132.73) | |
Weighted average number of common shares outstanding*: | |||||
Basic | [1] | 962,149 | 44,889 | 923,916 | 37,861 |
Diluted | [1] | 962,149 | 44,889 | 923,916 | 37,861 |
[1]Amounts have been retroactively restated to reflect the 1-for-15 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Operations (Unaudited) (Parenthetical) | May 24, 2024 | Nov. 17, 2023 |
Income Statement [Abstract] | ||
Stockholders equity reverse stock split | 1-for-15 | 1-for-25 |
Condensed Consolidated Statem_3
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 | |
Balance at Dec. 31, 2022 | [1] | $ 3 | $ 20,998,049 | $ (15,384,432) | $ (69,965) | $ 5,543,655 |
Balance, shares at Dec. 31, 2022 | 31,001 | 246 | ||||
Public offering, net of issuance costs of $602,834 | $ 2 | 2,047,164 | 2,047,166 | |||
Public offering, net of issuance costs of $602,834, shares | 14,134 | |||||
Net loss | (5,025,202) | (5,025,202) | ||||
Stock based compensation | 503,459 | 503,459 | ||||
Balance at Jun. 30, 2023 | [1] | $ 5 | 23,548,672 | (20,409,634) | $ (69,965) | 3,069,078 |
Balance, shares at Jun. 30, 2023 | 45,135 | 246 | ||||
Balance at Mar. 31, 2023 | [1] | $ 3 | 21,343,481 | (18,072,720) | $ (69,965) | 3,200,799 |
Balance, shares at Mar. 31, 2023 | 31,001 | 246 | ||||
Public offering, net of issuance costs of $602,834 | $ 2 | 2,047,164 | 2,047,166 | |||
Public offering, net of issuance costs of $602,834, shares | 14,134 | |||||
Net loss | (2,336,914) | (2,336,914) | ||||
Stock based compensation | 158,027 | 158,027 | ||||
Balance at Jun. 30, 2023 | [1] | $ 5 | 23,548,672 | (20,409,634) | $ (69,965) | 3,069,078 |
Balance, shares at Jun. 30, 2023 | 45,135 | 246 | ||||
Balance at Dec. 31, 2023 | [1] | $ 89 | 33,904,749 | (24,703,526) | $ (69,965) | 9,131,347 |
Balance, shares at Dec. 31, 2023 | 884,720 | 246 | ||||
Net loss | (4,581,166) | (4,581,166) | ||||
Stock based compensation | 307,266 | 307,266 | ||||
Private investment in public equity offering, net of issuance costs of $268,250 | $ 21 | 1,815,890 | 1,815,911 | |||
Private investment in public equity offering, net of issuance costs of $268,250, shares | 207,292 | |||||
Stock issuance pursuant to services agreement | $ 1 | 20,549 | 20,550 | |||
Stock issuance pursuant to services agreement, shares | 3,334 | |||||
Balance at Jun. 30, 2024 | $ 111 | 36,048,454 | (29,284,692) | $ (69,965) | 6,693,908 | |
Balance, shares at Jun. 30, 2024 | 1,095,346 | 246 | ||||
Balance at Mar. 31, 2024 | [1] | $ 90 | 34,078,917 | (26,959,635) | $ (69,965) | 7,049,407 |
Balance, shares at Mar. 31, 2024 | 888,054 | 246 | ||||
Net loss | (2,325,057) | (2,325,057) | ||||
Stock based compensation | 153,647 | 153,647 | ||||
Private investment in public equity offering, net of issuance costs of $268,250 | $ 21 | 1,815,890 | 1,815,911 | |||
Private investment in public equity offering, net of issuance costs of $268,250, shares | 207,292 | |||||
Balance at Jun. 30, 2024 | $ 111 | $ 36,048,454 | $ (29,284,692) | $ (69,965) | $ 6,693,908 | |
Balance, shares at Jun. 30, 2024 | 1,095,346 | 246 | ||||
[1]Amounts have been retroactively restated to reflect the 1-for-15 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Changes in Stockholders' Equity (Unaudited) (Parenthetical) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Statement of Stockholders' Equity [Abstract] | ||||
Stock issuance cost | $ 268,250 | $ 602,834 | $ 268,250 | $ 602,834 |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Cash flows from operating activities: | ||
Net loss | $ (4,581,166) | $ (5,025,202) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Stock based compensation | 307,266 | 503,459 |
Stock issuance pursuant to services agreement | 20,550 | |
Increase in operating assets: | ||
Prepaid expenses and other current assets | (290,579) | (517,281) |
Increase (decrease) in operating liabilities: | ||
Accounts payable | (133,548) | 185,910 |
Accrued expenses | (327,007) | (122,599) |
Net cash used in operating activities | (5,004,484) | (4,975,713) |
Net cash provided by (used in) investing activities | ||
Cash flows from financing activities: | ||
Proceeds from issuance of common stock upon private investment in public equity offering | 2,084,161 | |
Proceeds from issuance of common stock upon public offering, net of underwriting discounts and issuance costs | 2,650,000 | |
Payment of deferred offering costs | (319,250) | (602,834) |
Proceeds from insurance premium financing liability | 393,960 | 716,775 |
Repayment of insurance premium financing liability | (193,912) | (394,729) |
Net cash provided by financing activities | 1,964,959 | 2,369,212 |
Net decrease in cash | (3,039,525) | (2,606,501) |
Cash, beginning of period | 10,935,352 | 6,510,534 |
Cash, end of period | 7,895,827 | 3,904,033 |
Supplemental disclosure of non-cash financing activities: | ||
Unpaid deferred financing costs | $ 9,000 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Pay vs Performance Disclosure [Table] | ||||
Net Income (Loss) | $ (2,325,057) | $ (2,336,914) | $ (4,581,166) | $ (5,025,202) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Jun. 30, 2024 | |
Insider Trading Arrangements [Line Items] | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Description of Business and Liq
Description of Business and Liquidity | 6 Months Ended |
Jun. 30, 2024 | |
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 June 30, 2024, Tharimmune had one wholly-owned subsidiary: HB Pharma Corp. (“HB”). Tharimmune is a clinical-stage biotechnology company developing therapeutic candidates in rare, inflammatory, and oncologic conditions with high unmet need. On November 3, 2023, the Company entered into a patent license agreement (the “Avior License Agreement”) with Avior Inc. d/b/a Avior Bio, LLC (“Avior”) pursuant to which it 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 (each as defined in the Avior License Agreement. In February 2023, the U.S. Food and Drug Administration (“FDA”) approved an investigational new drug (“IND”) application for TH104. TH104 has a dual mechanism of action by affecting multiple receptors, known to suppress chronic, debilitating pruritis or “uncontrollable itching.” With respect to TH104, the Company intends to first seek approval for the treatment of moderate to severe chronic pruritis in patients with primary biliary cholangitis (“PBC”), an orphan rare form of liver disease with no known cure in which more than 70% of patients suffer from debilitating chronic pruritis, and with respect to TH103, it intends to develop the product candidate and potentially file an IND. 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 condensed 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 six months ended June 30, 2024, the Company incurred operating losses in the amount of approximately $ 4.7 5.0 29.3 12.5 2.1 8.7 1.65 1.8 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 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 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 | 6 Months Ended |
Jun. 30, 2024 | |
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 condensed consolidated 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, 2024 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2024 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 condensed consolidated 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, 2023 included in the Company’s Annual Report on Form 10-K filed with the SEC on February 23, 2024. The Company operates in one segment. Reverse Stock Splits On November 17, 2023, the Company effectuated a reverse split of shares of its common stock at a ratio of 1-for-25 1-for-15 Principles of Consolidation The condensed 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 condensed 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. 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. Fair Value Measurements The Company applies Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“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 financial instruments. 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. At June 30, 2024, $ 60,000 Insurance Premium Financing Liability In January 2023, the Company entered into an insurance premium financing agreement for $ 955,700 nine months 5.25 238,925 81,394 In January 2024, the Company entered into an insurance premium financing agreement for $ 492,450 10 7.5 98,490 40,763 246,222 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 $ 0 337 2,077 3,896 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 June 30, 2024 and December 31, 2023, 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 Subtopic 260-10, Earnings Per Share Potentially dilutive securities not included in the computation of loss per share for the six months ended June 30, 2024 and 2023 included options to purchase 6,102 5,767 507 424 20,000 452,253 329,771 19,786 1-for-25 1-for-15 Recently Adopted Accounting Pronouncements The Company has evaluated all recent accounting pronouncements that were required to be adopted and believes that other than the following, none of them will have a material effect on the Company’s financial position, results of operations, or cash flows. 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 |
Common Stock
Common Stock | 6 Months Ended |
Jun. 30, 2024 | |
Equity [Abstract] | |
Common Stock | Note 3 – 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 1-for-15 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 85 1,176.47 100,000 100,000 187 534.76 100,000 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 14,134 187.50 2.7 186,000 417,000 2.1 53,000 On July 26, 2023, pursuant to the research and development collaboration and license agreement with Applied Biomedical Science Institute (“ABSI”), further described in Note 5 to the condensed consolidated financial statements, the Company issued 1,674 149.34 250,000 On November 30, 2023, the Company closed a public offering pursuant to which it issued 121,667 15.00 545,000 0.015 those purchasers whose purchase of common stock in the offering would otherwise result in the purchaser, together with its affiliates and certain related parties, beneficially owning more than 4.99% (or, at the election of the purchaser, 9.99%) of the Company’s outstanding common stock immediately following the consummation of the offering 10.0 1.3 8.7 100,000 66,667 1.0 70,000 On January 24, 2024, pursuant to a corporate advisory consulting agreement, the Company issued 3,334 6.16 20,550 On June 7, 2024, the Company entered into an At the Market Offering Agreement (the “ATM Agreement”) with Rodman & Renshaw LLC (the “ATM Sales Manager”) under which the Company may sell, from time to time through the ATM Sales Manager, shares of common stock in one or more offerings up to a total dollar amount of $ 1.65 On June 21, 2024, the Company closed a private placement offering with certain accredited investors of $ 2.08 207,292 3.16 452,253 0.001 329,771 3.09 1.8 268,000 19,786 3.09 |
Stock Based Compensation
Stock Based Compensation | 6 Months Ended |
Jun. 30, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
Stock Based Compensation | Note 4 – 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 261 The Company has granted options to acquire 255 4,950 6 255 3.7 4.2 In July 2019, the Company authorized an additional plan, the 2019 Stock Incentive Plan (the “2019 Plan”). Under the 2019 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. At both June 30, 2024 and December 31, 2023, a total of 10,452 As of both June 30, 2024 and December 31, 2023, the Company has granted options to acquire 10,452 0 5,512 1,105.5 7.3 7.8 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. Initially, options to purchase up to 6,934 173,600 During the three and six months ended June 30, 2024, the Company granted 0 173,265 6,934 335 59.14 9.4 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, 2023 6,102 $ 1,208.72 7.8 Outstanding at June 30, 2024 6,102 $ 1,208.72 7.3 Exercisable options at June 30, 2024 5,323 $ 1,165.09 7.2 Vested and expected to vest at June 30, 2024 6,102 $ 1,208.72 7.3 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 six months ended June 30, 2023 were valued using the Black-Scholes option-pricing model with the following weighted-average assumptions. Schedule of Options Weighted Average Assumptions For the six months ended June 30, 2024 2023 Expected volatility N/A 95.1 % Risk-free interest rate N/A 3.99 % Expected dividend yield N/A 0 % Expected life of options in years N/A 5.0 Estimated fair value of options granted N/A $ 108.22 No The weighted-average grant date fair value of stock options granted during the six months ended June 30, 2023 was $ 108.22 1,207.78 1,042.47 282.29 Total stock-based compensation expense included in the accompanying condensed consolidated statements of operations was as follows: Schedule of Stock-Based Compensation Expense 2024 2023 2024 2023 For the three months ended June 30, For the six months ended June 30, 2024 2023 2024 2023 Research and development $ 77,809 $ 82,100 $ 155,577 $ 243,609 General and administrative 75,838 75,927 151,689 259,850 Total stock-based compensation $ 153,647 $ 158,027 $ 307,266 $ 503,459 As of June 30, 2024, the total unrecognized compensation expense related to non-vested options was approximately $ 939,000 1.5 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, or 507 1,875.00 In connection with the May Offering as described in Note 3 to the consolidated financial statements, the Company issued warrants to designees of the underwriter (the “Representative’s Warrants”) to purchase 424 234.375 In connection with the November Offering as described in Note 3 to the consolidated financial statements, the Company issued pre-funded warrants to purchase 545,000 0.015 those purchasers whose purchase of common stock in the November Offering would otherwise result in the purchaser, together with its affiliates and certain related parties, beneficially owning more than 4.99% (or, at the election of the purchaser, 9.99%) of outstanding common stock immediately following the consummation of the offering 100,000 66,667 0.015 20,000 18.75 May 27, 2024 May 2, 2028 20,000 In connection with the PIPE Offering as described in Note 3 to the consolidated financial statements, the Company issued pre-funded warrants to purchase 452,253 0.001 329,771 3.09 19,786 3.09 Terms of the warrants outstanding at June 30, 2024 are as follows: Schedule of Warrants Initial Expiration Exercise Warrants Warrants Warrants Issuance Date Exercise Date Date Price Issued Exercised Outstanding January 14, 2022 July 10, 2022 January 11, 2027 $ 1,875.00 500 - 500 May 2, 2023 November 2, 2023 May 2, 2028 $ 234.375 424 - 424 November 30, 2023 November 30, 2023 N/A $ 0.015 545,000 545,000 - November 30, 2023 November 30, 2023 N/A $ 0.015 66,667 66,667 - November 30, 2023 May 27, 2024 May 2, 2028 $ 18.75 20,000 - 20,000 June 21, 2024 June 21, 2024 N/A $ 0.001 452,253 - 452,253 June 21, 2024 June 21, 2024 December 21, 2029 $ 3.09 329,771 - 329,771 June 21, 2024 June 21, 2024 December 21, 2029 $ 3.09 19,786 - 19,786 |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 5 – 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. The Company included, in accounts payable at both June 30, 2024 and December 31, 2023 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. On March 11, 2024, the Company entered into an addendum to the ABSI Agreement to fund research services with quarterly payments of $ 50,000 th 50,000 100,000 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 three and six months ended June 30, 2024, the Company paid milestone fees of $ 150,000 300,000 Enkefalos License Agreement On June 17, 2024 (the “Enkefalos Effective Date”), the Company signed a letter of intent to enter into the Enkefalos License Agreement with Enkefalos Biosciences Inc. pursuant to which the Company is licensing the global rights in all fields of use for the products related to the compounds knows as cyclotides to deliver HER2 antibodies across the blood-brain barrier and all associated know-how, technology, intellectual property and related information and constructs, and any associated authorized generic rights and all related assets (collectively, the “Products” referred to in this letter as ENBI-01) from Enkefalos Biosciences, Inc. Pursuant to the Enkefalos License Agreement, the Company shall pay Enkefalos an up front license fee of $ 150,000 50,000 8,500,000 During the three and six months ended June 30, 2024, the Company incurred milestone fees of $ 150,000 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 2,021 1,500.00 On January 1, 2023, in lieu of half of his 2023 salary, the CEO was issued options to purchase up to 1,374 146.25 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 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 50 |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2024 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 6 – Subsequent Events There were no material subsequent events that required recognition or additional disclosure in these condensed consolidated financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2024 | |
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 condensed consolidated 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, 2024 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2024 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 condensed consolidated 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, 2023 included in the Company’s Annual Report on Form 10-K filed with the SEC on February 23, 2024. The Company operates in one segment. |
Reverse Stock Splits | Reverse Stock Splits On November 17, 2023, the Company effectuated a reverse split of shares of its common stock at a ratio of 1-for-25 1-for-15 |
Principles of Consolidation | Principles of Consolidation The condensed 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 condensed 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. |
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. |
Fair Value Measurements | Fair Value Measurements The Company applies Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“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 financial instruments. 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. At June 30, 2024, $ 60,000 |
Insurance Premium Financing Liability | Insurance Premium Financing Liability In January 2023, the Company entered into an insurance premium financing agreement for $ 955,700 nine months 5.25 238,925 81,394 In January 2024, the Company entered into an insurance premium financing agreement for $ 492,450 10 7.5 98,490 40,763 246,222 |
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 $ 0 337 2,077 3,896 |
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 June 30, 2024 and December 31, 2023, 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 Subtopic 260-10, Earnings Per Share Potentially dilutive securities not included in the computation of loss per share for the six months ended June 30, 2024 and 2023 included options to purchase 6,102 5,767 507 424 20,000 452,253 329,771 19,786 1-for-25 1-for-15 |
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 other than the following, none of them will have a material effect on the Company’s financial position, results of operations, or cash flows. 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, 2024 | |
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, 2023 6,102 $ 1,208.72 7.8 Outstanding at June 30, 2024 6,102 $ 1,208.72 7.3 Exercisable options at June 30, 2024 5,323 $ 1,165.09 7.2 Vested and expected to vest at June 30, 2024 6,102 $ 1,208.72 7.3 |
Schedule of Options Weighted Average Assumptions | Stock options granted during the six months ended June 30, 2023 were valued using the Black-Scholes option-pricing model with the following weighted-average assumptions. Schedule of Options Weighted Average Assumptions For the six months ended June 30, 2024 2023 Expected volatility N/A 95.1 % Risk-free interest rate N/A 3.99 % Expected dividend yield N/A 0 % Expected life of options in years N/A 5.0 Estimated fair value of options granted N/A $ 108.22 |
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 2024 2023 2024 2023 For the three months ended June 30, For the six months ended June 30, 2024 2023 2024 2023 Research and development $ 77,809 $ 82,100 $ 155,577 $ 243,609 General and administrative 75,838 75,927 151,689 259,850 Total stock-based compensation $ 153,647 $ 158,027 $ 307,266 $ 503,459 |
Schedule of Warrants | Terms of the warrants outstanding at June 30, 2024 are as follows: Schedule of Warrants Initial Expiration Exercise Warrants Warrants Warrants Issuance Date Exercise Date Date Price Issued Exercised Outstanding January 14, 2022 July 10, 2022 January 11, 2027 $ 1,875.00 500 - 500 May 2, 2023 November 2, 2023 May 2, 2028 $ 234.375 424 - 424 November 30, 2023 November 30, 2023 N/A $ 0.015 545,000 545,000 - November 30, 2023 November 30, 2023 N/A $ 0.015 66,667 66,667 - November 30, 2023 May 27, 2024 May 2, 2028 $ 18.75 20,000 - 20,000 June 21, 2024 June 21, 2024 N/A $ 0.001 452,253 - 452,253 June 21, 2024 June 21, 2024 December 21, 2029 $ 3.09 329,771 - 329,771 June 21, 2024 June 21, 2024 December 21, 2029 $ 3.09 19,786 - 19,786 |
Description of Business and L_2
Description of Business and Liquidity (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | |||||||||
Jun. 21, 2024 | Jun. 17, 2024 | Jun. 07, 2024 | Nov. 30, 2023 | May 02, 2023 | Jan. 14, 2022 | Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Subsidiary, Sale of Stock [Line Items] | |||||||||||
Operating loss | $ 2,373,454 | $ 2,364,596 | $ 4,720,757 | $ 5,078,994 | |||||||
Net cash used in operating activities | 5,004,484 | $ 4,975,713 | |||||||||
Accumulated deficit | $ 29,284,692 | $ 29,284,692 | $ 24,703,526 | ||||||||
ATM Agreement [Member] | |||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||
Net proceeds from offering | $ 1,650,000 | ||||||||||
IPO [Member] | |||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||
Proceeds from initial public offering | $ 12,500,000 | ||||||||||
May Offering [Member] | |||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||
Net proceeds from offering | $ 2,100,000 | ||||||||||
November Offering [Member] | |||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||
Net proceeds from offering | $ 8,700,000 | ||||||||||
PIPE Offering [Member] | |||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||
Net proceeds from offering | $ 1,800,000 | $ 1,800,000 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||||||
May 24, 2024 | Nov. 17, 2023 | Jan. 31, 2024 | Jan. 31, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Jun. 21, 2024 | Dec. 31, 2023 | |
Short-Term Debt [Line Items] | ||||||||||
Reverse stock split | 1-for-15 | 1-for-25 | ||||||||
FDIC insured amount | $ 250,000 | $ 250,000 | ||||||||
Deferred offering costs | 60,000 | 60,000 | ||||||||
Down payment | 193,912 | $ 394,729 | ||||||||
Company contributions | 0 | $ 2,077 | $ 337 | $ 3,896 | ||||||
PIPE Offering [Member] | ||||||||||
Short-Term Debt [Line Items] | ||||||||||
Deferred offering costs | $ 268,000 | |||||||||
Share-Based Payment Arrangement, Option [Member] | ||||||||||
Short-Term Debt [Line Items] | ||||||||||
Antidilutive securities | 6,102 | 5,767 | ||||||||
Warrant [Member] | ||||||||||
Short-Term Debt [Line Items] | ||||||||||
Antidilutive securities | 507 | 507 | ||||||||
Warrant [Member] | May Offering [Member] | ||||||||||
Short-Term Debt [Line Items] | ||||||||||
Antidilutive securities | 424 | |||||||||
Warrant [Member] | November Offering [Member] | ||||||||||
Short-Term Debt [Line Items] | ||||||||||
Antidilutive securities | 20,000 | |||||||||
Warrant [Member] | PIPE Offering [Member] | ||||||||||
Short-Term Debt [Line Items] | ||||||||||
Antidilutive securities | 329,771 | |||||||||
Warrant [Member] | PIPE Offering [Member] | Placement Agents [Member] | ||||||||||
Short-Term Debt [Line Items] | ||||||||||
Antidilutive securities | 19,786 | |||||||||
Prefunded Warrant [Member] | ||||||||||
Short-Term Debt [Line Items] | ||||||||||
Antidilutive securities | 452,253 | |||||||||
Insurance Premium Financing Liability [Member] | ||||||||||
Short-Term Debt [Line Items] | ||||||||||
Insurance premium financing liability | $ 492,450 | $ 955,700 | ||||||||
Term | 10 months | 9 months | ||||||||
Interest rate | 7.50% | 5.25% | ||||||||
Down payment | $ 98,490 | $ 238,925 | ||||||||
Principal and interest payments per month | $ 40,763 | $ 81,394 | ||||||||
Prepaid insurance | $ 246,222 | $ 246,222 |
Common Stock (Details Narrative
Common Stock (Details Narrative) - USD ($) | 6 Months Ended | |||||||||||||||
Jun. 21, 2024 | Jun. 17, 2024 | Jun. 07, 2024 | May 24, 2024 | Jan. 24, 2024 | Nov. 30, 2023 | Nov. 17, 2023 | Jul. 26, 2023 | May 02, 2023 | Mar. 17, 2023 | Feb. 16, 2023 | Feb. 16, 2022 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | Apr. 30, 2019 | |
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||
Common stock, shares authorized | 250,000,000 | 250,000,000 | 250,000,000 | |||||||||||||
Reverse stock split | 1-for-15 | 1-for-25 | ||||||||||||||
Compensation expense | $ 20,550 | |||||||||||||||
Sale of stock shelf registration maximum | $ 75,000,000 | |||||||||||||||
Share-based payment award, options, outstanding, number | 6,102 | 6,102 | ||||||||||||||
Proceeds from private placement offering | $ 2,084,161 | |||||||||||||||
Offering costs | $ 60,000 | |||||||||||||||
Warrant [Member] | ||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||
Warrant exercise price | $ 1,875 | |||||||||||||||
ABSI [Member] | ||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||
Shares issued, price per share | $ 149.34 | |||||||||||||||
Number of shares issued, shares | 1,674 | |||||||||||||||
Compensation expense | $ 250,000 | |||||||||||||||
May Offering [Member] | ||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||
Shares issued, price per share | $ 187.50 | |||||||||||||||
Number of shares issued | 14,134 | |||||||||||||||
Gross proceeds from offering | $ 2,700,000 | |||||||||||||||
Underwriting discount and commissions | 186,000 | |||||||||||||||
Commissions and other offering expenses | 417,000 | |||||||||||||||
Net proceeds from offering | $ 2,100,000 | |||||||||||||||
Share-based payment award, options, outstanding, number | 53,000 | |||||||||||||||
November Offering [Member] | ||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||
Shares issued, price per share | $ 15 | |||||||||||||||
Number of shares issued | 121,667 | |||||||||||||||
Gross proceeds from offering | $ 10,000,000 | |||||||||||||||
Underwriting discount and commissions | 1,300,000 | |||||||||||||||
Net proceeds from offering | $ 8,700,000 | |||||||||||||||
Share-based payment award, options, outstanding, number | 100,000 | |||||||||||||||
Equity beneficial description | those purchasers whose purchase of common stock in the offering would otherwise result in the purchaser, together with its affiliates and certain related parties, beneficially owning more than 4.99% (or, at the election of the purchaser, 9.99%) of the Company’s outstanding common stock immediately following the consummation of the offering | |||||||||||||||
November Offering [Member] | Prefunded Warrant [Member] | ||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||
Underwriting discount and commissions | $ 70,000 | |||||||||||||||
Number of shares issued | 545,000 | |||||||||||||||
Warrant exercise price | $ 0.015 | |||||||||||||||
Equity beneficial description | those purchasers whose purchase of common stock in the November Offering would otherwise result in the purchaser, together with its affiliates and certain related parties, beneficially owning more than 4.99% (or, at the election of the purchaser, 9.99%) of outstanding common stock immediately following the consummation of the offering | |||||||||||||||
Option exercised to purchase warrants | 66,667 | |||||||||||||||
Proceeds from options exercised | $ 1,000,000 | |||||||||||||||
PIPE Offering [Member] | ||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||
Shares issued, price per share | $ 3.16 | |||||||||||||||
Number of shares issued | 207,292 | |||||||||||||||
Net proceeds from offering | $ 1,800,000 | $ 1,800,000 | ||||||||||||||
Proceeds from private placement offering | 2,080,000 | |||||||||||||||
Offering costs | $ 268,000 | |||||||||||||||
PIPE Offering [Member] | Prefunded Warrant [Member] | ||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||
Number of shares issued | 452,253 | |||||||||||||||
Warrant exercise price | $ 0.001 | |||||||||||||||
PIPE Offering [Member] | Warrant [Member] | ||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||
Number of shares issued | 329,771 | |||||||||||||||
Warrant exercise price | $ 3.09 | $ 3.09 | ||||||||||||||
PIPE Offering [Member] | Placement Agent Warrants [Member] | ||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||
Number of shares issued | 19,786 | |||||||||||||||
Warrant exercise price | $ 3.09 | |||||||||||||||
Consulting Services Agreement [Member] | ||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||
Number of shares issued for services | 187 | 85 | ||||||||||||||
Shares issued, price per share | $ 534.76 | $ 1,176.47 | ||||||||||||||
Compensation expense | $ 100,000 | $ 100,000 | ||||||||||||||
Consulting Agreement [Member] | ||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||
Number of shares issued for services | 3,334 | |||||||||||||||
Shares issued, price per share | $ 6.16 | |||||||||||||||
Compensation expense | $ 20,550 | |||||||||||||||
ATM Agreement [Member] | ||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||
Net proceeds from offering | $ 1,650,000 |
Schedule of Stock Option Activi
Schedule of Stock Option Activity (Details) - $ / shares | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 | Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | ||
Shares underlying option, outstanding, beginning | 6,102 | |
Weighted average exercise price, outstanding, beginning | $ 1,208.72 | |
Weighted average contractual terms, outstanding | 7 years 3 months 18 days | 7 years 9 months 18 days |
Shares underlying option, outstanding, ending | 6,102 | 6,102 |
Weighted average exercise price, outstanding, ending | $ 1,208.72 | $ 1,208.72 |
Shares underlying option, exercisable | 5,323 | |
Weighted average exercise price, exercisable | $ 1,165.09 | |
Weighted average contractual terms, exercisable | 7 years 2 months 12 days | |
Shares underlying option, vested and expected to vest | 6,102 | |
Weighted average exercise price, vested and expected to vest | $ 1,208.72 | |
Weighted average contractual terms, vested and expected to vest | 7 years 3 months 18 days |
Schedule of Options Weighted Av
Schedule of Options Weighted Average Assumptions (Details) | 6 Months Ended |
Jun. 30, 2023 $ / shares | |
Share-Based Payment Arrangement [Abstract] | |
Expected volatility | 95.10% |
Risk-free interest rate | 3.99% |
Expected dividend yield | 0% |
Expected life of options in years | 5 years |
Estimated fair value of options granted | $ 108.22 |
Schedule of Stock-Based Compens
Schedule of Stock-Based Compensation Expense (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation | $ 153,647 | $ 158,027 | $ 307,266 | $ 503,459 |
Research and Development Expense [Member] | ||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation | 77,809 | 82,100 | 155,577 | 243,609 |
General and Administrative Expense [Member] | ||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation | $ 75,838 | $ 75,927 | $ 151,689 | $ 259,850 |
Schedule of Warrants (Details)
Schedule of Warrants (Details) | 6 Months Ended |
Jun. 30, 2024 $ / shares shares | |
Warrant [Member] | |
Warrants, Issuance Date | Jan. 14, 2022 |
Warrants, Initial Exercise Date | Jul. 10, 2022 |
Warrants, Expiration Date | Jan. 11, 2027 |
Warrants, Exercise Price | $ / shares | $ 1,875 |
Warrants, Issued | 500 |
Warrants, Exercised | |
Warrants, Outstanding | 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 | $ / shares | $ 234.375 |
Warrants, Issued | 424 |
Warrants, Exercised | |
Warrants, Outstanding | 424 |
Warrant Two [Member] | |
Warrants, Issuance Date | Nov. 30, 2023 |
Warrants, Initial Exercise Date | Nov. 30, 2023 |
Warrants, Exercise Price | $ / shares | $ 0.015 |
Warrants, Issued | 545,000 |
Warrants, Exercised | 545,000 |
Warrants, Outstanding | |
Warrant Three [Member] | |
Warrants, Issuance Date | Nov. 30, 2023 |
Warrants, Initial Exercise Date | Nov. 30, 2023 |
Warrants, Exercise Price | $ / shares | $ 0.015 |
Warrants, Issued | 66,667 |
Warrants, Exercised | 66,667 |
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 | $ / shares | $ 18.75 |
Warrants, Issued | 20,000 |
Warrants, Exercised | |
Warrants, Outstanding | 20,000 |
Warrant Five [Member] | |
Warrants, Issuance Date | Jun. 21, 2024 |
Warrants, Initial Exercise Date | Jun. 21, 2024 |
Warrants, Exercise Price | $ / shares | $ 0.001 |
Warrants, Issued | 452,253 |
Warrants, Exercised | |
Warrants, Outstanding | 452,253 |
Warrant Six [Member] | |
Warrants, Issuance Date | Jun. 21, 2024 |
Warrants, Initial Exercise Date | Jun. 21, 2024 |
Warrants, Expiration Date | Dec. 21, 2029 |
Warrants, Exercise Price | $ / shares | $ 3.09 |
Warrants, Issued | 329,771 |
Warrants, Exercised | |
Warrants, Outstanding | 329,771 |
Warrant Seven [Member] | |
Warrants, Issuance Date | Jun. 21, 2024 |
Warrants, Initial Exercise Date | Jun. 21, 2024 |
Warrants, Expiration Date | Dec. 21, 2029 |
Warrants, Exercise Price | $ / shares | $ 3.09 |
Warrants, Issued | 19,786 |
Warrants, Exercised | |
Warrants, Outstanding | 19,786 |
Stock Based Compensation (Detai
Stock Based Compensation (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||||
Nov. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | Jun. 21, 2024 | May 14, 2024 | Aug. 17, 2023 | May 02, 2023 | Jan. 14, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||
Share-based payment award, options, outstanding, number | 6,102 | 6,102 | 6,102 | ||||||||
Weighted average contractual term | 7 years 3 months 18 days | 7 years 9 months 18 days | |||||||||
Weighted-average exercise price | $ 1,208.72 | $ 1,208.72 | $ 1,208.72 | ||||||||
Weighted average grant date fair value of stock options granted | 0 | $ 108.22 | |||||||||
Weighted average fair value of stock options vested | $ 1,207.78 | $ 1,042.47 | $ 1,207.78 | $ 282.29 | |||||||
Unrecognized compensation expense | $ 939,000 | $ 939,000 | |||||||||
Unrecognized compensation expense, recognition period | 1 year 6 months | ||||||||||
Warrant [Member] | |||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||
Warrant exercise price | $ 1,875 | $ 1,875 | |||||||||
Warrants exercisable date | Jul. 10, 2022 | ||||||||||
Warrants expiration date | Jan. 11, 2027 | Jan. 11, 2027 | |||||||||
Warrant One [Member] | |||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||
Warrant exercise price | $ 234.375 | $ 234.375 | |||||||||
Warrants exercisable date | Nov. 02, 2023 | ||||||||||
Warrants expiration date | May 02, 2028 | May 02, 2028 | |||||||||
IPO [Member] | |||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||
Warrants to purchase common stock | 507 | ||||||||||
Warrant exercise price | $ 1,875 | ||||||||||
IPO [Member] | Warrant [Member] | Underwriters Warrants [Member] | |||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||
Warrant exercise price | $ 18.75 | ||||||||||
May Offering [Member] | |||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||
Shares issued price per share | $ 187.50 | ||||||||||
Share-based payment award, options, outstanding, number | 53,000 | ||||||||||
May Offering [Member] | Representative's Warrants [Member] | |||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||
Warrants to purchase common stock | 424 | ||||||||||
Warrant exercise price | $ 234.375 | ||||||||||
November Offering [Member] | |||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||
Shares issued price per share | $ 15 | ||||||||||
Share-based payment award, options, outstanding, number | 100,000 | ||||||||||
Equity beneficial description | those purchasers whose purchase of common stock in the offering would otherwise result in the purchaser, together with its affiliates and certain related parties, beneficially owning more than 4.99% (or, at the election of the purchaser, 9.99%) of the Company’s outstanding common stock immediately following the consummation of the offering | ||||||||||
November Offering [Member] | Underwriters Warrants [Member] | |||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||
Warrants to purchase common stock | 20,000 | 20,000 | 20,000 | 20,000 | |||||||
Warrants exercisable date | May 27, 2024 | ||||||||||
Warrants expiration date | May 02, 2028 | ||||||||||
November Offering [Member] | Prefunded Warrant [Member] | |||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||
Warrants to purchase common stock | 545,000 | ||||||||||
Warrant exercise price | $ 0.015 | ||||||||||
Equity beneficial description | those purchasers whose purchase of common stock in the November Offering would otherwise result in the purchaser, together with its affiliates and certain related parties, beneficially owning more than 4.99% (or, at the election of the purchaser, 9.99%) of outstanding common stock immediately following the consummation of the offering | ||||||||||
Option exercised to purchase warrants | 66,667 | ||||||||||
PIPE Offering [Member] | |||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||
Shares issued price per share | $ 3.16 | ||||||||||
PIPE Offering [Member] | Prefunded Warrant [Member] | |||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||
Warrants to purchase common stock | 452,253 | ||||||||||
Warrant exercise price | $ 0.001 | ||||||||||
PIPE Offering [Member] | Warrant [Member] | |||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||
Warrants to purchase common stock | 329,771 | ||||||||||
Warrant exercise price | $ 3.09 | $ 3.09 | |||||||||
PIPE Offering [Member] | Warrant One [Member] | |||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||
Number of shares issued | 19,786 | ||||||||||
2017 Stock Incentive Plan [Member] | |||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||
Shares issued to pursuants | 261 | 261 | |||||||||
Options granted in period | 255 | ||||||||||
Shares issued price per share | $ 4,950 | $ 4,950 | |||||||||
Number of shares available for issuance | 6 | 6 | |||||||||
Share-based payment award, options, outstanding, number | 255 | 255 | 255 | ||||||||
Weighted average contractual term | 3 years 8 months 12 days | 4 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 | 10,452 | 10,452 | 10,452 | ||||||||
Options granted in period | 10,452 | 10,452 | |||||||||
Number of shares available for issuance | 0 | 0 | 0 | ||||||||
Share-based payment award, options, outstanding, number | 5,512 | 5,512 | 5,512 | ||||||||
Weighted average contractual term | 7 years 3 months 18 days | 7 years 9 months 18 days | |||||||||
Weighted-average exercise price | $ 1,105.5 | $ 1,105.5 | $ 1,105.5 | ||||||||
2023 Omnibus Equity Incentive Plan [Member] | |||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||
Shares issued to pursuants | 173,600 | 6,934 | |||||||||
Options granted in period | 0 | 0 | |||||||||
Number of shares available for issuance | 173,265 | 173,265 | 6,934 | ||||||||
Share-based payment award, options, outstanding, number | 335 | 335 | 335 | ||||||||
Weighted average contractual term | 9 years 4 months 24 days | 9 years 10 months 24 days | |||||||||
Weighted-average exercise price | $ 59.14 | $ 59.14 | $ 59.14 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||||||||||
Jun. 17, 2024 | Mar. 11, 2024 | Nov. 03, 2023 | Jul. 27, 2023 | Jul. 11, 2023 | Jul. 06, 2023 | Jul. 05, 2023 | Jan. 01, 2023 | Jan. 14, 2022 | Jun. 01, 2021 | Dec. 30, 2019 | Jan. 31, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||||
Upfront payment | $ 150,000 | ||||||||||||||||
Milestone payment | $ 1,000,000 | ||||||||||||||||
Value of common stock issued | $ 2,047,166 | $ 2,047,166 | |||||||||||||||
Payments for research and development | $ 50,000 | $ 50,000 | $ 100,000 | ||||||||||||||
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. The Company included, in accounts payable at both June 30, 2024 and December 31, 2023 | ||||||||||||||||
Initial payment | 50,000 | $ 50,000 | |||||||||||||||
ABSI [Member] | |||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||||
Milestone payment | $ 8,250,000 | ||||||||||||||||
Common stock issued | 25,107 | ||||||||||||||||
Value of common stock issued | $ 250,000 | ||||||||||||||||
Net proceeds | $ 10,000,000 | ||||||||||||||||
Avior Patent License Agreement [Member] | |||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||||
Milestone payment | $ 24,250,000 | ||||||||||||||||
Milestone fees | 150,000 | 300,000 | |||||||||||||||
Enkefalos License Agreement [Member] | |||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||||
Upfront payment | $ 150,000 | ||||||||||||||||
Milestone payment | $ 8,500,000 | ||||||||||||||||
Agreement description | the Company shall pay Enkefalos an up front license fee of $150,000 within ten days of the Enkefalos Effective Date and an additional license fee of $150,000 to be paid 6 months after the Enkefalos Effective Date and an annual license fee of $50,000. | ||||||||||||||||
Annual license fee | $ 50,000 | ||||||||||||||||
Milestone fees paid | $ 150,000 | $ 150,000 | |||||||||||||||
Restated Employment Agreement [Member] | Chief Executive Officer [Member] | |||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||||
Agreement 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 | ||||||||||||||||
Salaries and wages | $ 500,000 | $ 485,000 | |||||||||||||||
Percentage of cash bonus received | 60% | 55% | |||||||||||||||
Stock options granted | 1,374 | 2,021 | |||||||||||||||
Shares issued price per share | $ 146.25 | $ 1,500 | |||||||||||||||
Restated Employment Agreement [Member] | Chief Operating Officer [Member] | |||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||||
Salaries and wages | $ 400,000 | ||||||||||||||||
Percentage of cash bonus received | 50% |