Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Mar. 27, 2024 | Jun. 30, 2023 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Financial Statement Error Correction [Flag] | false | ||
Entity Interactive Data Current | Yes | ||
ICFR Auditor Attestation Flag | false | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2023 | ||
Document Fiscal Year Focus | 2023 | ||
Document Fiscal Period Focus | FY | ||
Documents Incorporated by Reference [Text Block] | None | ||
Entity Information [Line Items] | |||
Entity Registrant Name | GAXOS.AI INC. | ||
Entity Central Index Key | 0001895618 | ||
Entity File Number | 001-41620 | ||
Entity Tax Identification Number | 87-3288897 | ||
Entity Incorporation, State or Country Code | DE | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Shell Company | false | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
Entity Public Float | $ 6,482,171 | ||
Entity Contact Personnel [Line Items] | |||
Entity Address, Address Line One | 101 Eisenhower Pkwy Suite 300 | ||
Entity Address, City or Town | Roseland | ||
Entity Address, State or Province | NJ | ||
Entity Address, Postal Zip Code | 07068 | ||
Entity Phone Fax Numbers [Line Items] | |||
City Area Code | (973) | ||
Local Phone Number | 275-7428 | ||
Entity Listings [Line Items] | |||
Title of 12(b) Security | Common Stock, par value $0.0001 | ||
Trading Symbol | GXAI | ||
Security Exchange Name | NASDAQ | ||
Entity Common Stock, Shares Outstanding | 1,093,672 |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2023 | |
Auditor [Table] | |
Auditor Name | SALBERG & COMPANY, P.A. |
Auditor Firm ID | 106 |
Auditor Location | Florida |
Balance Sheets
Balance Sheets - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
CURRENT ASSETS: | ||
Cash | $ 1,024,710 | $ 679,781 |
Short-term investments, at fair value | 2,592,689 | |
Accounts receivable | 8 | |
Prepaid expenses and other current assets | 25,132 | 400 |
Deferred offering costs | 202,599 | |
Total Current Assets | 3,642,539 | 882,780 |
LONG-TERM ASSETS: | ||
Property and equipment, net | 52,606 | |
Digital currencies | 801 | |
Intangible asset, net | 58,647 | |
Total Long-Term Assets | 53,407 | 58,647 |
TOTAL ASSETS | 3,695,946 | 941,427 |
CURRENT LIABILITIES: | ||
Accounts payable | 215,882 | 245,011 |
Accrued expenses | 54,154 | 10,683 |
Total Current Liabilities | 270,036 | 255,694 |
Total Liabilities | 270,036 | 255,694 |
Commitments and Contingencies (See Note 7) | ||
STOCKHOLDERS’ EQUITY: | ||
Preferred stock; par value $0.0001; 5,000,000 shares authorized; No shares issued and outstanding on December 31, 2023 and 2022 | ||
Common stock; par value $0.0001: 50,000,000 shares authorized; 988,368 and 868,154 share issued and outstanding on December 31, 2023 and 2022, respectively | 99 | 87 |
Additional paid-in capital | 8,711,550 | 2,119,073 |
Accumulated other comprehensive income | 95,785 | |
Accumulated deficit | (5,381,524) | (1,433,427) |
Total Stockholders’ Equity | 3,425,910 | 685,733 |
Total Liabilities and Stockholders’ Equity | $ 3,695,946 | $ 941,427 |
Balance Sheets (Parentheticals)
Balance Sheets (Parentheticals) - $ / shares | Dec. 31, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 50,000,000 | 50,000,000 |
Common stock, share issued | 988,368 | 868,154 |
Common stock, shares outstanding | 988,368 | 868,154 |
Statements of Operations and Co
Statements of Operations and Comprehensive Loss - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Statement [Abstract] | ||
REVENUES | $ 256 | |
OPERATING EXPENSES: | ||
Research and development | 915,818 | 824,523 |
General and administrative | 3,047,360 | 599,573 |
Impairment loss | 52,363 | |
Total Operating Expenses | 4,015,541 | 1,424,096 |
LOSS FROM OPERATIONS | (4,015,285) | (1,424,096) |
OTHER INCOME: | ||
Interest income | 46,526 | 2,924 |
Realized gain on short-term investments | 20,662 | |
Total other income | 67,188 | 2,924 |
NET LOSS | (3,948,097) | (1,421,172) |
COMPREHENSIVE LOSS: | ||
Net loss | (3,948,097) | (1,421,172) |
Other comprehensive gain: | ||
Unrealized gain on short-term investments | 95,785 | |
Comprehensive loss | $ (3,852,312) | $ (1,421,172) |
NET LOSS PER COMMON SHARE: | ||
Basic (in Dollars per share) | $ (4) | $ (1.64) |
WEIGHTED AVERAGE COMMON SHARE OUTSTANDING: | ||
Basic (in Shares) | 987,938 | 868,154 |
Statements of Operations and _2
Statements of Operations and Comprehensive Loss (Parentheticals) - $ / shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Statement [Abstract] | ||
Diluted | $ (4) | $ (1.64) |
Diluted | 987,938 | 868,154 |
Statements of Changes in Stockh
Statements of Changes in Stockholders’ Equity - USD ($) | Preferred Stock | Common Stock | Additional Paid-in Capital | Subscription Receivable | Accumulated Other Comprehensive Income | Accumulated Deficit | Total |
Balance at Dec. 31, 2021 | $ 87 | $ 2,119,073 | $ (37,500) | $ (12,255) | $ 2,069,405 | ||
Balance (in Shares) at Dec. 31, 2021 | 868,154 | ||||||
Proceeds from subscriptions receivable | 37,500 | 37,500 | |||||
Net loss | (1,421,172) | (1,421,172) | |||||
Balance at Dec. 31, 2022 | $ 87 | 2,119,073 | (1,433,427) | 685,733 | |||
Balance (in Shares) at Dec. 31, 2022 | 868,154 | ||||||
Common shares issued for cash | $ 14 | 5,755,857 | 5,755,871 | ||||
Common shares issued for cash (in Shares) | 140,563 | ||||||
Purchase and cancellation of treasury stock | $ (2) | (99,734) | (99,736) | ||||
Purchase and cancellation of treasury stock (in Shares) | (20,349) | ||||||
Accretion of stock option expense | 936,354 | 936,354 | |||||
Accumulated other comprehensive gain - short-term investments | 95,785 | 95,785 | |||||
Net loss | (3,948,097) | (3,948,097) | |||||
Balance at Dec. 31, 2023 | $ 99 | $ 8,711,550 | $ 95,785 | $ (5,381,524) | $ 3,425,910 | ||
Balance (in Shares) at Dec. 31, 2023 | 988,368 |
Statements of Cash Flows
Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (3,948,097) | $ (1,421,172) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Amortization expense | 10,649 | 4,189 |
Stock-based compensation | 936,354 | |
Realized gain on short-term investments | (20,662) | |
Impairment loss | 52,363 | |
Change in operating assets and liabilities: | ||
Accounts receivable | (8) | |
Prepaid expenses and other current assets | (24,732) | (400) |
Accounts payable | (29,930) | 148,761 |
Accrued expenses | 43,471 | 8,197 |
NET CASH USED IN OPERATING ACTIVITIES | (2,980,592) | (1,260,425) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchase of short-term investments | (3,491,242) | |
Proceeds from sale of short-term investments | 1,015,000 | |
Increase in capitalized internal-use software development costs | (56,971) | |
Purchase of intangible asset | (62,836) | |
NET CASH USED IN INVESTING ACTIVITIES | (2,533,213) | (62,836) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from the sale of common stock | 5,958,470 | |
Proceeds from subscriptions receivable | 37,500 | |
Payment of deferred offering costs | (112,599) | |
Purchase and cancellation of treasury shares | (99,736) | |
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES | 5,858,734 | (75,099) |
NET INCREASE (DECREASE) IN CASH | 344,929 | (1,398,360) |
CASH, beginning of year | 679,781 | 2,078,141 |
CASH, end of year | 1,024,710 | 679,781 |
Cash paid for: | ||
Interest | ||
Income taxes | ||
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||
Reclassification of deferred offering costs to equity | 202,599 | |
Unrealized gain on short-term investments | 95,785 | |
Increase in digital currency and accounts payable | 801 | |
Deferred offering costs in accounts payable | $ 90,000 |
Nature of Operations
Nature of Operations | 12 Months Ended |
Dec. 31, 2023 | |
Nature of Operations [Abstract] | |
NATURE OF OPERATIONS | NOTE 1 – NATURE OF OPERATIONS Gaxos.ai Inc. (formerly The NFT Gaming Company, Inc.) (the “Company”) was incorporated in the state of Wyoming on October 27, 2021 (“Inception”). On March 30, 2022, the Company reincorporated to the State of Delaware pursuant to a Plan of Conversion approved by the Board of Directors and a majority of the shareholders. On January 5, 2024, the Company changed its name from The NFT Gamimg Company, Inc. to Gaxos.ai Inc. The Company develops, designs, acquires, and manages games that offer affordable non-fungible tokens (NFTs) for unique and exclusive features, rewards, and opportunities. In addition to developing proprietary games, the Company’s platform will onboard third-party game publishers and provide access to blockchain and NFT architecture, product experiences, exclusive content, and revenue opportunities. On November 4, 2022, the Company filed a Certificate of Amendment to the Amended and Restated Articles of Incorporation (the “Certificate of Amendment”) with the Secretary of State of the State of Delaware to effect a 1-for-1.33 reverse stock split with respect to the outstanding shares of the Company’s common stock. The Certificate of Amendment and the reverse stock split became effective on November 4, 2022. Additionally, on February 28, 2024, a majority of the Company shareholders granted discretionary authority to the Company’s Board of Directors to amend the Company’s Certificate of Incorporation to effect one or more consolidations of the Company’s issued and outstanding shares of common stock, pursuant to which the shares of common stock would be combined and reclassified into on the basis of one share of common stock for each 12 shares of the Company’s common stock then issued and outstanding (the “Reverse Stock Split”). On March 7, 2024, the Company filed a Certificate of Amendment to the Amended and Restated Articles of Incorporation (the “Certificate of Amendment”) with the Secretary of State of the State of Delaware to effect a 1-for-12 reverse stock split with respect to the outstanding shares of the Company’s common stock. The Certificate of Amendment and the reverse stock split became effective on March 7, 2024. All share and per share data in the accompanying financial statements have been retroactively adjusted to reflect the effect of the Reverse Stock Split. On January 9, 2024, the Staff notified the Company that it has not regained compliance with Listing Rule 5550(a)(2) and was not eligible for a second 180-day period (the “Delisting Determination”). Further, unless the Company requested an appeal of the Delisting Determination to a Hearings Panel (the “Panel”), the Company’s securities would be scheduled for delisting from The Nasdaq Capital Market. In early January 2024, the Company submitted a request to the Panel to appeal the Delisting Determination, and on January 16, 2024, the Panel notified the Company that it received the request which stayed the suspension of the Company’s securities and the filing of the Form 25-NSE, pending the Hearing Panel’s final written decision. On March 22, 2024, the Company received written notice from the Panel that the Company regained compliance with the minimum bid price requirement under NASDAQ Listing Rule 5550(a)(2) for continued listing on the Nasdaq Capital Market. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2023 | |
Summary of Significant Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation This summary of significant account policies of the Company is presented to assist in understanding the Company’s financial statements. The financial statements and the notes are the representation of the Company’s management, who are responsible for their integrity and objectivity. These accounting policies conform to U.S. generally accepted accounting principles (“US GAAP”) and have been consistently applied in the preparation of the financial statements. The accompanying financial statements have been prepared on the basis of continuity of operations, realization of assets and the satisfaction of liabilities and commitments in the ordinary course of business. Liquidity is the ability of a company to generate funds to support its current and future operations, satisfy its obligations, and otherwise operate on an ongoing basis. On December 31, 2023, the Company had a cash balance of $1,024,710, had short-term investments of $2,592,689, and had working capital of $3,372,503. On February 17, 2023, the Company completed an initial public offering (“IPO”) and sold 140,563 shares of its common stock at a price to the public of $49.80 per share for gross proceeds of $7,000,000. The Company received net proceeds of $5,958,470 which is net of offering related expenses paid with proceeds of $1,041,530. The Company also reclassified $202,559 of deferred offering costs as of December 31, 2022 to additional paid in capital upon completing the IPO which resulted in total net proceeds, after equity issuance costs, of $5,755,871. During the year ended December 31, 2023, the Company used net cash in operations of $2,980,592 and purchased liquid short-term investments of $3,491,242. On March 13, 2024, the Company entered into a securities purchase agreement (the “Purchase Agreement”) with an institutional investor (“the “Purchaser”) for the issuance and sale in a private placement (the “Private Placement”). In connection with this Private Placement, the Company raised aggregate gross proceeds of $3,499,484 and received net proceeds of $3,056,984, net of offering costs of $382,500 and legal fees of $60,000 (See Note 9). Until such time that the Company implements its growth strategy, it expects to continue to generate operating losses in the foreseeable future, mostly due to corporate overhead, research and development, and costs of being a public company. The Company believes that its existing working capital and cash on hand will provide sufficient cash to enable the Company to meet its operating needs and debt requirements for the next twelve months from the issuance date of this report. Use of Estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates in the accompanying financial statements include valuation of intangible assets and other long-lived assets, estimates of deferred tax valuation allowances and the fair value of stock options issued for services. Fair Value Measurements and Fair Value of Financial Instruments The Company analyzes all financial instruments with features of both liabilities and equity under the Financial Accounting Standard Board’s (the “FASB”) accounting standard for such instruments. Under this standard, financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The Company identified the following assets or liabilities that are required to be presented on the balance sheet at fair value in accordance with Accounting Standards Codification (“ASC”) Topic 820. The three levels of the fair value hierarchy are as follows: ● Level 1 - Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date. ● Level 2 - Inputs are unadjusted quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated by observable market data. ● Level 3 - Inputs are unobservable inputs which reflect the reporting entity’s own assumptions on what assumptions the market participants would use in pricing the asset or liability based on the best available information. The following table represents the Company’s fair value hierarchy of its financial assets and liabilities measured at fair value on a recurring basis as of December 31, 2023 and 2022. December 31, 2023 December 31, 2022 Description Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Short-term investments $ 2,592,689 $ - $ - $ - $ - $ - The Company’s short-term investments are level 1 measurements and are based on the quoted fair value at each date. The carrying amounts reported in the balance sheets for cash, accounts receivable, prepaid expenses and other current assets, deferred offering costs, accounts payable, and accrued expenses approximate their fair market value based on the short-term maturity of these instruments. Cash and Cash Equivalents For purposes of the statements of cash flows, the Company considers all highly liquid instruments with a maturity of three months or less at the purchase date and money market accounts to be cash equivalents. The Company has no cash equivalents as of December 31, 2023 and 2022. The Company’s cash is held at major commercial banks, which may at times exceed the Federal Deposit Insurance Corporation (“FDIC”) limit. To date, the Company has not experienced any losses on its invested cash. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows. On December 31, 2023, the Company had approximately $507,000 of cash in excess of FDIC limits of $250,000. Accounts receivable The Company adopted ASC 326, “Financial Instruments - Credit Losses” on January 1, 2023 and recognizes an allowance for losses on accounts receivable in an amount equal to the estimated probable losses net of recoveries under the current expected credit loss method. The allowance is based on an analysis of historical bad debt experience, current receivables aging, and expected future write-offs, as well as an assessment of specific identifiable customer accounts considered at risk or uncollectible. The bad debt expense associated with the allowance for doubtful accounts related to accounts receivable is recognized in general and administrative expenses. As of December 31, 2023 and 2022, accounts receivable amounted to $8 and $0 Short-Term Investments The Company’s portfolio of short-term investments consists of marketable debt securities which are comprised solely of rated U.S. government securities with maturities of more than three months, but less than one year. The Company classifies these as available-for-sale at purchase date and will reevaluate such designation at each period end date. The Company may sell these marketable debt securities prior to their stated maturities depending upon changing liquidity requirements. These debt securities are classified as current assets in the balance sheets and recorded at fair value, with unrealized gains or losses included in accumulated other comprehensive income (loss) on the balance sheet and as a component of the statements of comprehensive loss. Gains and losses are recognized when realized. Gains and losses are determined using the specific identification method and are reported in other income (expense), net in the statements of operations. An impairment loss may be recognized when the decline in fair value of the debt securities is determined to be other-than-temporary. The Company evaluates its investments for other-than-temporary declines in fair value below the cost basis each quarter, or whenever events or changes in circumstances indicate that the cost basis of the short-term investments may not be recoverable. The evaluation is based on a number of factors, including the length of time and the extent to which the fair value has been below the cost basis, as well as adverse conditions related specifically to the security, such as any changes to the credit rating of the security and the intent to sell or whether the Company will more likely than not be required to sell the security before recovery of its amortized cost basis. The Company recorded $95,785 and $0 $0 Accounting for Digital Currencies and Other Digital Assets The Company accounts for digital currencies and other digital assets as indefinite-lived intangible assets and accounts for them at historical cost in accordance with ASC 350, Intangibles - Goodwill and Other Indefinite-lived intangible assets are not subject to amortization but rather evaluated for impairment annually and more frequently, if events or circumstances change that indicate that it is more likely than not that the asset is impaired (i.e., if an impairment indicator exists). As a result, the Company only recognizes decreases in the value of its digital currencies and other digital assets, and any increase in value will be recognized only upon disposition. The Company plans to dispose of cryptocurrency received as a form of payment into fiat currency and anticipates ownership of cryptocurrency to be minimal. As of December 31, 2023, the Company’s digital currencies consisted of 1,553.37 units of Polygon (MATIC), an Ethereum token. The Company held no such digital currencies as of December 31, 2022. Property and Equipment Property and equipment are stated at cost and are depreciated using the straight-line method over their estimated useful lives. Maintenance and repairs are charged to expense as incurred. When assets are retired or disposed of, the cost and accumulated depreciation are removed from the accounts, and any resulting gains or losses are included in income in the year of disposition. The Company examines the possibility of decreases in the value of these assets when events or changes in circumstances reflect the fact that their recorded value may not be recoverable. Property and equipment includes capitalized internal-use software development costs. Costs incurred to develop internal-use software, including game development, are expensed as incurred during the preliminary project stage. Internal-use software development costs are capitalized during the application development stage, which is after: (i) the preliminary project stage is completed; and (ii) management authorizes and commits to funding the project and it is probable the project will be completed and used to perform the function intended. Capitalization ceases at the point the software project is substantially complete and ready for its intended use, and after all substantial testing is completed. Upgrades and enhancements are capitalized if it is probable that those expenditures will result in additional functionality. Amortization is provided for on a straight-line basis over the expected useful life of the internal-use software development costs and related upgrades and enhancements, which currently is three years. When existing software is replaced with new software, the unamortized costs of the old software are expensed when the new software is ready for its intended use. During the years ended December 31, 2023 and 2022, internal-use software development costs of $56,971 and $0 Intangible Assets Intangible assets, consisting of software licenses and technology licenses, are carried at cost less accumulated amortization, computed using the straight-line method over the estimated useful life of 5 years, less any impairment charges. During the years ended December 31, 2023 and 2022, the Company recorded an impairment loss of $52,363 and $0 Stock-based Compensation Stock-based compensation is accounted for based on the requirements of ASC 718 – “Compensation–Stock Compensation Income Taxes Deferred income taxes are provided using the liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carryforwards, and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of the changes in tax laws and rates of the date of enactment. When tax returns are filed, it is highly certain that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. The benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above is reflected as a liability for unrecognized tax benefits in the accompanying balance sheets along with any associated interest and penalties that would be payable to the taxing authorities upon examination. Applicable interest and penalties associated with unrecognized tax benefits are classified as additional income taxes in the statements of operations. Revenue Recognition The Company follows Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers (“ASC 606”). This standard establishes a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers. ASC 606 requires an entity to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services and also requires certain additional disclosures. In accordance with ASU Topic 606 - Revenue from Contracts with Customers Step 1: Identify the contract(s) with a customer. Step 2: Identify the performance obligations in the contract. Step 3: Determine the transaction price. Step 4: Allocate the transaction price to the performance obligations in the contract. Step 5: Recognize revenue when (or as) the entity satisfies a performance obligation. The Company plans to generate revenue from the following sources: ● The Company generates revenue from the sale of our in-game items to our customers. Revenue generated from such sales, primarily through the app stores, such as Google Play Store or Apple App Store, is recognized upon delivery of the in-game items to the customer, which is when the Company completes its sole performance obligation. Fees incurred by the Company, such as commissions to the app stores, are recognized in operating expenses. ● The Company plans to generate revenue from advertising fees paid by game advertisers, developers, hardware companies, or other strategic partners to the Company for promotion on our platform. Revenues from these fees will be recognized ratably over the agreed upon advertising service period and upon delivery of agreed upon advertising services, which constitutes satisfaction of the performance obligation. ● The Company plans to generate royalty revenues when a third party sells one of our NFTs on a third-party platform. We will recognize royalty revenue when it is probable that we will collect the royalty fee owed which is typically when we receive notification from the third-party platform that an NFT has been sold, which constitutes satisfaction of the performance obligation. In the instance where the Company will receive royalty payments when a customer disposes of an in-game NFT in the secondary market on a third-party platform or any other payment that is not in fiat currency, the Company will recognize the revenue in accordance with ASC 606-10-32-21, “ Noncash Consideration” Research and Development Research and development costs incurred in the development of the Company’s products are expensed as incurred and include costs such as labor and outside development costs, software license fees, materials, and other allocated costs incurred. Net Loss per Share The Company computes net loss per share in accordance with ASC 260-10, “Earnings Per Share.” “as if converted” Pursuant to ASC 260-10-45, basic loss per common share is computed by dividing net loss attributable to common stockholders by the weighted average number of shares of common stock outstanding for the period presented. Diluted loss per share is computed by dividing net loss attributable to common stockholders by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during the period. The following were excluded from the computation of diluted shares outstanding as they would have had an anti-dilutive impact on the Company’s net loss. December 31, 2023 2022 Common stock equivalents: Warrants 11,245 - Stock options 38,333 - Total 49,578 - Recent Accounting Pronouncements The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations. |
Short-Term Investments
Short-Term Investments | 12 Months Ended |
Dec. 31, 2023 | |
Short-Term Investments [Abstract] | |
SHORT-TERM INVESTMENTS | NOTE 3 – SHORT-TERM INVESTMENTS On December 31, 2023, the Company’s short-term investments consisted of the following: Cost Unrealized Fair Value US Treasury bills $ 2,496,904 $ 95,785 $ 2,592,689 Total short-term investments $ 2,496,904 $ 95,785 $ 2,592,689 |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2023 | |
Property and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | NOTE 4 – PROPERTY AND EQUIPMENT On December 31, 2023 and 2022, property and equipment consists of the following: Useful life December 31, December 31, Capitalized internal-use software development costs 3 years $ 56,971 $ - Less: accumulated amortization (4,365 ) - $ 52,606 $ - For the year ended December 31, 2023, amortization of capitalized internal-use software development costs amounted to $4,365. |
Intangible Asset
Intangible Asset | 12 Months Ended |
Dec. 31, 2023 | |
Intangible Asset [Abstract] | |
INTANGIBLE ASSET | NOTE 5 – INTANGIBLE ASSET On December 31, 2023 and 2022, intangible asset consisted of the following: Useful life December 31, December 31, License 5 years $ - $ 62,836 Less: accumulated amortization - (4,189 ) $ - $ 58,647 On August 29, 2022, the Company entered into a Software and Patent License Agreement (the “License Agreement”) with Columbia University (“Columbia”), whereby the Company obtained a license from Columbia with respect to software and intellectual property rights and patents. In connection with the License Agreement, Columbia granted to the Company a royalty-bearing, exclusive, worldwide, non-transferable license under the licensed software and licensed patents, as defined in the License Agreement, to discover, develop, manufacture, have made, use, sell, offer to sell, have sold, import, export, distribute, rent or lease licensed products and copy, use, modify, and create derivative works from licensed software and technical information during the term of the License Agreement. The licensed documentation, licensed software, and licensed patents will be used facilitate a “certificate of authentication” capability for image and video assets to prevent fraudulent activity. This will allow us to certify the image is unaltered in an externally available and trusted way and for a chain-of-trust architecture to be implemented within our system. The technology will also allow us to add an extra validation layer as well as track manipulation of our NFT assets. This will further provide increased trust in our gaming partners to use our platform and provide additional validation and control of third-party assets integrated into our platform. In consideration of the Licenses granted under this License Agreement, the Company paid or was to pay to Columbia fees and royalties as follows: 1) License Fee: A non-refundable, non-recoverable and non-creditable license fee in the sum of $25,000 was paid to Columbia within 30 days of the effective date of August 29, 2022; 2) Revenue-based Milestone Payments including non-refundable, nonrecoverable and non-creditable milestone payments; 3) Royalties: Non-refundable, non-recoverable and non-creditable running royalty on all Licensed Products that are Sold by Company, its Affiliates and Sublicenses, or as otherwise used in to generate Gross Revenue during the term of this Agreement: 4) Fees and expenses: In connection with the License, the Company paid Columbia $30,704 to cover expenses and paid professional fees of $7,132. These fees and expenses were capitalized into intangible assets on the accompany balance sheets. 5) Win-State Payments: In the event of the Company’s success results in significant shareholder value appreciation after as Initial Financing (“Initial Financing” being the first bona fide equity financing of the Company after the Effective Date that results in gross proceeds to the Company of at least $500,000), the Company will make a number of valuation dependent Win-State Payments” to Columbia in connection with a financing or sale (each such transaction a ‘Transaction”). On August 9, 2023 and effective August 1, 2023, the Company and Columbia University agreed to the termination of the Software and Patent License Agreement between the Company and The Trustees of Columbia University in the City of New York, dated August 29, 2022. Based on management’s analysis, the Company determined the Licenses were not commercially viable in the current competitive landscape. The termination of the Agreement will not have any impact on the Company’s future revenues. Accordingly, as of December 31, 2023, the Company wrote off the remaining unamortized book value of the intangible asset of $52,363, and during the year ended December 31, 2023, the Company recorded an impairment loss of $52,363, which is included in operating expenses on the accompanying statement of operations and comprehensive loss. For the year ended December 31, 2023, amortization of intangible assets, prior to the impairment loss, amounted to $6,284. |
Stockholders_ Equity
Stockholders’ Equity | 12 Months Ended |
Dec. 31, 2023 | |
Stockholders’ Equity [Abstract] | |
STOCKHOLDERS' EQUITY | NOTE 6 – STOCKHOLDERS’ EQUITY Preferred Stock The Company is authorized to issue 5,000,000 shares of its $0.0001 par value preferred stock. The Company’s board of directors will have the authority to fix and determine the relative rights and preferences of preferred shares, as well as the authority to issue such shares, without further stockholder approval. As of December 31, 2023 and 2022, no Common Stock In January 2022, subscriptions receivable of $37,500 were collected. 2023 Stock Repurchase Plan On March 20, 2023, the Board of Directors of the Company approved a stock repurchase program authorizing the purchase of up to $500,000 of the Company’s common stock until December 31, 2023 (the “2023 Stock Repurchase Program”). In connection with the 2023 Stock Repurchase Program, during the year ended December 31, 2023, the Company purchased and cancelled 20,349 shares of its common stock for $99,736, or at an average price of $4.90 per share. Initial Public Offering On February 17, 2023, the Company completed the IPO and sold 140,563 shares of its common stock at a price to the public of $49.80 per share for gross proceeds of $7,000,000. The Company received net proceeds of $5,958,470 which is net of offering expenses of $1,041,530. Additionally, the Company reclassified deferred offering costs of $202,599 which were paid and deferred as of December 31, 2022 as a charge to additional paid in capital as equity issuance costs. In connection with the IPO, the Company issued 11,245 warrants to the placement agent. The warrants are exercisable at $54.78 per share and expire on February 14, 2028. The fair value of these warrant of $3,657,258 was estimated on the date of grant using the Black-Scholes option-pricing model with the following weighted-average assumptions: dividend yield of 0%; expected volatility of 69.8%; risk-free interest rate of 4.03%; and an estimated holding period of 5 years. These warrants had no financial statement impact as they were considered to be equity issuance costs. 2022 Equity Incentive Plan On March 30, 2022, the Company’s Board of Directors authorized and adopted the 2022 Equity Incentive Plan (the “2022 Plan”) and reserved 208,333 shares of common stock for issuance thereunder. The 2022 Plan was approved by shareholders on March 30, 2022. The 2022 Plan’s purpose is to encourage ownership in the Company by employees, officers, directors and consultants whose long-term service the Company considers essential to its continued progress and, thereby, encourage recipients to act in the stockholders’ interest and share in the Company’s success. The 2022 Plan provides for the issuance of incentive stock options, non-statutory stock options, stock appreciation rights (“SARs”), restricted stock, restricted stock units (“RSUs”), and other stock-based awards. Stock Options On February 14, 2023, the Company granted aggregate stock options to purchase 33,333 of the Company’s common stock at an exercise price of $49.80 per share to the Company’s chief executive officer, an executive officer, and employee and consultants pursuant to the 2022 Equity Incentive Plan. The grant date of the stock options was February 14, 2023 and the options expire on February 14, 2033. The options vest as to (i) 28,333 of such options on February 14, 2023; and (ii) the remaining 5,000 options vest quarterly (417 each quarter) beginning on May 14, 2023 and each quarter thereafter through February 14, 2026. The stock options were valued at $1,023,290 on the grant date using a Black-Scholes option pricing model which will be recognized as stock-based compensation expense over the vesting period. On March 6, 2023, the Company granted stock options to purchase 5,000 of the Company’s common stock at an exercise price of $49.80 per share to the Company’s board of directors pursuant to the 2022 Equity Incentive Plan. The grant date of the stock options was March 6, 2023 and the options expire on March 6, 2028. The options vest on the one-year anniversary of the stock option grant on March 6, 2024. The stock options were valued at the grant date using a Black-Scholes option pricing model which will be recognized as stock-based compensation expense over the vesting period. The stock options were valued at $33,972 on the grant date using a Black-Scholes option pricing model which will be recognized as stock-based compensation expense over the vesting period. The stock options were valued at the grant date using a Black-Scholes option pricing model with the following assumptions: risk-free interest rates ranging from 3.95% to 4.0%, expected dividend yield of 0%, expected option term of three to six years using the simplified method, and expected volatilities ranging from 68.8% to 71.6% based on the calculated volatility of comparable companies. During the year ended December 31, 2023, the Company recognized total stock-based expenses related to stock options of $936,354 which has been reflected in general and administrative expenses on the statements of operations and comprehensive loss. A balance of $120,908 remains to be expensed over future vesting periods related to unvested stock options issued for services to be expensed over a weighted average period of 2.1 years. There was no option activity during the year ended December 31, 2022. Option activity for the year ended December 31, 2023 are summarized as follows: Number of Weighted Weighted Balance on December 31, 2022 - $ - - Granted 38,333 49.80 - Balance on December 31, 2023 38,333 $ 49.80 8.49 Options exercisable on December 31, 2023 29,583 $ 49.80 9.13 Weighted average fair value of options granted during the period - $ 27.60 - On December 31, 2023, the aggregate intrinsic value of options outstanding was $0. Stock Warrants In connection with the IPO, the Company issued 11,245 fully vested warrants to the placement agent. The warrants are exercisable at $54.78 per share and expire on February 14, 2028. The warrants were considered equity issuance costs; therefore, there was no financial statement impact for the grant during the year ended December 31, 2023. There was no warrant activity during the year ended December 31, 2022. Warrant activity for the year ended December 31, 2023 are summarized as follows: Number of Warrants Weighted Weighted Aggregate Balance Outstanding, December 31, 2022 - $ - - - Granted 11,245 54.78 - - Balance Outstanding, December 31, 2023 11,245 $ 54.78 4.13 - Exercisable, December 31, 2023 11,245 $ 54.78 4.13 - |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 7 – COMMITMENTS AND CONTINGENCIES Employment Agreement On February 17, 2023, the Company entered into an executive employment agreement with Vadim Mats, the Company’s Chief Executive Officer (CEO) in connection with the Company’s initial public offering (the “ IPO |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2023 | |
Income Taxes [Abstract] | |
INCOME TAXES | NOTE 8 – INCOME TAXES The Company accounts for income tax using the liability method prescribed by ASC 740, “Income Taxes”. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax bases of assets and liabilities using enacted tax rates that will be in effect in the year in which the differences are expected to reverse. The deferred tax assets on December 31, 2023 and 2022 consist of net operating loss carryforwards and the mandatory capitalization of research and development cost for tax purposes pursuant to Section 174, as revised by the Tax Cuts and Jobs Act (“TCJA”). The TCJA amended Section 174 relating to the federal tax treatment of research or experimental expenditures paid or incurred during the taxable year. The new Section 174 rules require taxpayers to capitalize and amortize specified research and experimental expenditures, including software development, over a period of five years (attributable to domestic research) or 15 years (attributable to foreign research). The net deferred tax asset has been fully offset by a valuation allowance because of the uncertainty of the attainment of future taxable income. As of December 31, 2023 and 2022, components of deferred tax assets and liabilities are as follows: December 31, December 31, Net operating loss carryforward $ 795,489 $ 190,123 Research and development 366,256 204,069 Total deferred tax assets 1,161,745 394,192 Valuation allowance (1,161,745 ) (394,192 ) Net Deferred Tax Assets $ - $ - A reconciliation of the effective tax rate with the statutory Federal income tax rate was as follows for the years ended December 31, 2023 and 2022: For the For the Federal tax benefit at statutory rate (21.0 )% (21.0 )% State tax benefit, net of Federal tax benefit (5.1 )% (6.5 )% Non-deductible expenses 6.2 % - % Change in estimated effective tax rate (1.4 )% - % Change in valuation allowance 21.3 % 27.5 % Effective tax rate 0 % 0 % As of December 31, 2023, the Company had approximately $3,043,768 in net operating loss carry forwards for federal income tax purposes of which $3,043,768 may be carried forward indefinitely subject to annual usage limitations of 80% of taxable income. Generally, these can be carried forward and applied against future taxable income at the tax rate applicable at that time. The Company is currently using a 26.135% effective tax rate for its projected available net operating loss carry-forward. In accordance with FASB ASC 740 “Income Taxes”, valuation allowances are provided against deferred tax assets, if based on the weight of available evidence, some or all of the deferred tax assets may or will not be realized. The Company has evaluated its ability to realize some or all of the deferred tax assets on its balance sheet for the coming year and has established a valuation allowance in the amount of $1,161,745 as of December 31, 2023 due to the uncertainty of generating taxable income. The valuation allowance increased in 2023 by $767,553. The Company does not have any uncertain tax positions or events leading to uncertainty in a tax position. The Company’s 2023, 2022 and 2021 Corporate Income Tax Returns are subject to Internal Revenue Service examination. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 9 – SUBSEQUENT EVENTS Reverse split On February 28, 2024, a majority of the Company shareholders granted discretionary authority to the Company’s Board of Directors to amend the Company’s Certificate of Incorporation to effect one or more consolidations of the Company’s issued and outstanding shares of common stock, pursuant to which the shares of common stock would be combined and reclassified into on the basis of one share of common stock for each 12 shares of the Company’s common stock then issued and outstanding (the “Reverse Stock Split”). On March 7, 2024, the Company filed a Certificate of Amendment to the Amended and Restated Articles of Incorporation (the “Certificate of Amendment”) with the Secretary of State of the State of Delaware to effect a 1-for-12 reverse stock split with respect to the outstanding shares of the Company’s common stock. The Certificate of Amendment and the reverse stock split became effective on March 7, 2024. All share and per share data in the accompanying financial statements have been retroactively adjusted to reflect the effect of the Reverse Stock Split. Technology purchase agreement On March 4, 2024, the Company entered into a Purchase Agreement with a third party (the “Seller”) to acquire certain technology and computer code. The Purchase Agreement grants the Company a perpetual, worldwide, non-exclusive, non-transferable, royalty free, fully paid license to (a) modify and create derivative works (“Derivative Works”) from certain technology and related codebase including, but not limited to, “Habit-tracking Module,” “Administrative Panel,” and related computer code (the “Code”). The aggregate purchase price shall be $150,000 (“Purchase Price”) payable in 4 monthly installments of $37,500 beginning on March 15, 2024. Stock options On March 5, 2024, the Company granted stock options to purchase an aggregate of 6,249 (2,083 stock options to each director) shares of the Company’s common stock at an exercise price of $6.00 per share to the Company’s board of directors pursuant to the 2022 Equity Incentive Plan. The grant date of the stock options was March 5, 2024 and the options expire on March 5, 2029. The options vest on the one-year anniversary of the stock option grant on March 5, 2025. The stock options will be valued on the grant date using a Black-Scholes option pricing model which will be recognized as stock-based compensation expense over the vesting period. On March 7, 2024, the Company entered into Advisory Board Agreements (the Advisory Agreements”) with three members of the Company’s Medical Advisory Board. In connection with the Advisory Agreements, each medical Board member shall be paid an annual cash fee of $40,000 paid quarterly, and Company shall grant each Medical Advisory Board member stock options to purchase 4,167 shares of the Company’s common stock. As of the date of this report, the Company has not granted these options. The stock options will be valued on the grant date using a Black-Scholes option pricing model which will be recognized as stock-based professional fees over the vesting period. Private Placement On March 13, 2024, the Company entered into a securities purchase agreement (the “Purchase Agreement”) with an institutional investor (“the “Purchaser”) for the issuance and sale in a private placement (the “Private Placement”) of aggregate Units consisting of (i) 108,000 shares of the Company’s common stock, (ii) series A warrants to purchase up to 628,367 shares of the Company’s common stock (the “Series A Warrants”), and (iii) series B warrants to purchase up to 628,367 shares of the Company’s common stock (the “Series B Warrants” and together with the Series A Warrants, the “Common Warrants”). The purchase price of each Unit consisted of one share of the Company’s common stock and associated Common Warrants, was $5.57 per Unit for aggregate gross proceeds of $601,560. Additionally, the Company sold pre-funded warrants to purchase up to 520,367 shares of the Company’s common stock (the “Pre-Funded Warrants”). Pre-funded Warrants are a type of warrant that allows the warrant holder to purchase a specified number of a company’s securities at a nominal exercise price. The purchase price of each Pre-Funded Warrant was $5.569 for aggregate gross proceeds of $2,897,924. In connection with this Private Placement, the Company raised aggregate gross proceeds of $3,499,484 and received net proceeds of $3,056,984, net of offering costs of $382,500 and legal fees of $60,000. The Common Warrants are exercisable immediately upon issuance at an exercise price of $5.50 per share. The Series A Warrants will expire five and one-half years from the date of issuance and the Series B Warrants will expire twenty-four months from the date of issuance. The Pre-Funded Warrants are exercisable immediately upon issuance at a nominal exercise price of $0.001 and may be exercised at any time until the Pre-Funded Warrants are exercised in full. A holder of Pre-Funded Warrants or Common Warrants (together with its affiliates) may not exercise any portion of a warrant to the extent that the holder would own more than 4.99% (or, at the election of the holder 9.99%) of the Company’s outstanding Common Stock immediately after exercise. In connection with the Private Placement, the Company entered into a registration rights agreement (the “Registration Rights Agreement”), dated as of March 13, 2024, with the Purchaser, pursuant to which the Company agreed to prepare and file a registration statement with the Securities and Exchange Commission (the “ SEC The Private Placement closed on March 15, 2024. The gross proceeds to the Company from the Private Placement were approximately $3.5 million, before deducting placement agent fees and expenses and estimated offering expenses payable by the Company. The Company intends to use the net proceeds received from the Private Placement for general corporate purposes and working capital. H.C. Wainwright & Co., LLC (“Wainwright”) acted as the Company’s exclusive placement agent in connection with the Private Placement, pursuant to that certain engagement letter, dated as of March 7, 2024 and as amended on March 13, 2024, between the Company and Wainwright (the “Engagement Letter”). Pursuant to the Engagement Letter, the Company paid Wainwright (i) a total cash fee equal to 7.5% of the aggregate gross proceeds of the Private Placement and (ii) a management fee of 1.0% of the aggregate gross proceeds of the Private Placement. In addition, the Company agreed to pay Wainwright certain expenses and issued to Wainwright or its designees warrants (the “Placement Agent Warrants”) to purchase up to an aggregate of 47,128 shares of the Company’s common stock at an exercise price equal to $6.9625 per share. The Placement Agent Warrants are exercisable immediately upon issuance and have a term of exercise equal to five and a half years from the date of issuance. In addition, pursuant to the Engagement Letter, the Company agreed that upon any exercise for cash of any privately placed warrants issued to investors in an offering covered by the Engagement Letter, the Company shall (i) pay Wainwright a cash fee of 7.5% and a management fee of 1.0% of the aggregate gross exercise paid in cash with respect thereto, and (ii) issue warrants to purchase that number of shares of common stock equal to 7.5% of the aggregate number of shares of common stock underlying the warrants that were exercised. Treasury Shares In connection with the 2023 Stock Repurchase Program, from January 1, 2024 to March 28, 2024, the Company purchased and cancelled 6,846 shares of its common stock for $19,601, or at an average price of $2.86 per share. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Pay vs Performance Disclosure | ||
Net Income (Loss) | $ (3,948,097) | $ (1,421,172) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Dec. 31, 2023 | |
Trading Arrangements, by Individual | |
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 |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Summary of Significant Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation This summary of significant account policies of the Company is presented to assist in understanding the Company’s financial statements. The financial statements and the notes are the representation of the Company’s management, who are responsible for their integrity and objectivity. These accounting policies conform to U.S. generally accepted accounting principles (“US GAAP”) and have been consistently applied in the preparation of the financial statements. The accompanying financial statements have been prepared on the basis of continuity of operations, realization of assets and the satisfaction of liabilities and commitments in the ordinary course of business. Liquidity is the ability of a company to generate funds to support its current and future operations, satisfy its obligations, and otherwise operate on an ongoing basis. On December 31, 2023, the Company had a cash balance of $1,024,710, had short-term investments of $2,592,689, and had working capital of $3,372,503. On February 17, 2023, the Company completed an initial public offering (“IPO”) and sold 140,563 shares of its common stock at a price to the public of $49.80 per share for gross proceeds of $7,000,000. The Company received net proceeds of $5,958,470 which is net of offering related expenses paid with proceeds of $1,041,530. The Company also reclassified $202,559 of deferred offering costs as of December 31, 2022 to additional paid in capital upon completing the IPO which resulted in total net proceeds, after equity issuance costs, of $5,755,871. During the year ended December 31, 2023, the Company used net cash in operations of $2,980,592 and purchased liquid short-term investments of $3,491,242. On March 13, 2024, the Company entered into a securities purchase agreement (the “Purchase Agreement”) with an institutional investor (“the “Purchaser”) for the issuance and sale in a private placement (the “Private Placement”). In connection with this Private Placement, the Company raised aggregate gross proceeds of $3,499,484 and received net proceeds of $3,056,984, net of offering costs of $382,500 and legal fees of $60,000 (See Note 9). Until such time that the Company implements its growth strategy, it expects to continue to generate operating losses in the foreseeable future, mostly due to corporate overhead, research and development, and costs of being a public company. The Company believes that its existing working capital and cash on hand will provide sufficient cash to enable the Company to meet its operating needs and debt requirements for the next twelve months from the issuance date of this report. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates in the accompanying financial statements include valuation of intangible assets and other long-lived assets, estimates of deferred tax valuation allowances and the fair value of stock options issued for services. |
Fair Value Measurements and Fair Value of Financial Instruments | Fair Value Measurements and Fair Value of Financial Instruments The Company analyzes all financial instruments with features of both liabilities and equity under the Financial Accounting Standard Board’s (the “FASB”) accounting standard for such instruments. Under this standard, financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The Company identified the following assets or liabilities that are required to be presented on the balance sheet at fair value in accordance with Accounting Standards Codification (“ASC”) Topic 820. The three levels of the fair value hierarchy are as follows: ● Level 1 - Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date. ● Level 2 - Inputs are unadjusted quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated by observable market data. ● Level 3 - Inputs are unobservable inputs which reflect the reporting entity’s own assumptions on what assumptions the market participants would use in pricing the asset or liability based on the best available information. The following table represents the Company’s fair value hierarchy of its financial assets and liabilities measured at fair value on a recurring basis as of December 31, 2023 and 2022. December 31, 2023 December 31, 2022 Description Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Short-term investments $ 2,592,689 $ - $ - $ - $ - $ - The Company’s short-term investments are level 1 measurements and are based on the quoted fair value at each date. The carrying amounts reported in the balance sheets for cash, accounts receivable, prepaid expenses and other current assets, deferred offering costs, accounts payable, and accrued expenses approximate their fair market value based on the short-term maturity of these instruments. |
Cash and Cash Equivalents | Cash and Cash Equivalents For purposes of the statements of cash flows, the Company considers all highly liquid instruments with a maturity of three months or less at the purchase date and money market accounts to be cash equivalents. The Company has no cash equivalents as of December 31, 2023 and 2022. The Company’s cash is held at major commercial banks, which may at times exceed the Federal Deposit Insurance Corporation (“FDIC”) limit. To date, the Company has not experienced any losses on its invested cash. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows. On December 31, 2023, the Company had approximately $507,000 of cash in excess of FDIC limits of $250,000. |
Accounts receivable | Accounts receivable The Company adopted ASC 326, “Financial Instruments - Credit Losses” on January 1, 2023 and recognizes an allowance for losses on accounts receivable in an amount equal to the estimated probable losses net of recoveries under the current expected credit loss method. The allowance is based on an analysis of historical bad debt experience, current receivables aging, and expected future write-offs, as well as an assessment of specific identifiable customer accounts considered at risk or uncollectible. The bad debt expense associated with the allowance for doubtful accounts related to accounts receivable is recognized in general and administrative expenses. As of December 31, 2023 and 2022, accounts receivable amounted to $8 and $0 |
Short-Term Investments | Short-Term Investments The Company’s portfolio of short-term investments consists of marketable debt securities which are comprised solely of rated U.S. government securities with maturities of more than three months, but less than one year. The Company classifies these as available-for-sale at purchase date and will reevaluate such designation at each period end date. The Company may sell these marketable debt securities prior to their stated maturities depending upon changing liquidity requirements. These debt securities are classified as current assets in the balance sheets and recorded at fair value, with unrealized gains or losses included in accumulated other comprehensive income (loss) on the balance sheet and as a component of the statements of comprehensive loss. Gains and losses are recognized when realized. Gains and losses are determined using the specific identification method and are reported in other income (expense), net in the statements of operations. An impairment loss may be recognized when the decline in fair value of the debt securities is determined to be other-than-temporary. The Company evaluates its investments for other-than-temporary declines in fair value below the cost basis each quarter, or whenever events or changes in circumstances indicate that the cost basis of the short-term investments may not be recoverable. The evaluation is based on a number of factors, including the length of time and the extent to which the fair value has been below the cost basis, as well as adverse conditions related specifically to the security, such as any changes to the credit rating of the security and the intent to sell or whether the Company will more likely than not be required to sell the security before recovery of its amortized cost basis. The Company recorded $95,785 and $0 $0 |
Accounting for Digital Currencies and Other Digital Assets | Accounting for Digital Currencies and Other Digital Assets The Company accounts for digital currencies and other digital assets as indefinite-lived intangible assets and accounts for them at historical cost in accordance with ASC 350, Intangibles - Goodwill and Other Indefinite-lived intangible assets are not subject to amortization but rather evaluated for impairment annually and more frequently, if events or circumstances change that indicate that it is more likely than not that the asset is impaired (i.e., if an impairment indicator exists). As a result, the Company only recognizes decreases in the value of its digital currencies and other digital assets, and any increase in value will be recognized only upon disposition. The Company plans to dispose of cryptocurrency received as a form of payment into fiat currency and anticipates ownership of cryptocurrency to be minimal. As of December 31, 2023, the Company’s digital currencies consisted of 1,553.37 units of Polygon (MATIC), an Ethereum token. The Company held no such digital currencies as of December 31, 2022. |
Property and Equipment | Property and Equipment Property and equipment are stated at cost and are depreciated using the straight-line method over their estimated useful lives. Maintenance and repairs are charged to expense as incurred. When assets are retired or disposed of, the cost and accumulated depreciation are removed from the accounts, and any resulting gains or losses are included in income in the year of disposition. The Company examines the possibility of decreases in the value of these assets when events or changes in circumstances reflect the fact that their recorded value may not be recoverable. Property and equipment includes capitalized internal-use software development costs. Costs incurred to develop internal-use software, including game development, are expensed as incurred during the preliminary project stage. Internal-use software development costs are capitalized during the application development stage, which is after: (i) the preliminary project stage is completed; and (ii) management authorizes and commits to funding the project and it is probable the project will be completed and used to perform the function intended. Capitalization ceases at the point the software project is substantially complete and ready for its intended use, and after all substantial testing is completed. Upgrades and enhancements are capitalized if it is probable that those expenditures will result in additional functionality. Amortization is provided for on a straight-line basis over the expected useful life of the internal-use software development costs and related upgrades and enhancements, which currently is three years. When existing software is replaced with new software, the unamortized costs of the old software are expensed when the new software is ready for its intended use. During the years ended December 31, 2023 and 2022, internal-use software development costs of $56,971 and $0 |
Intangible Assets | Intangible Assets Intangible assets, consisting of software licenses and technology licenses, are carried at cost less accumulated amortization, computed using the straight-line method over the estimated useful life of 5 years, less any impairment charges. During the years ended December 31, 2023 and 2022, the Company recorded an impairment loss of $52,363 and $0 |
Stock-based Compensation | Stock-based Compensation Stock-based compensation is accounted for based on the requirements of ASC 718 – “Compensation–Stock Compensation |
Income Taxes | Income Taxes Deferred income taxes are provided using the liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carryforwards, and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of the changes in tax laws and rates of the date of enactment. When tax returns are filed, it is highly certain that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. The benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above is reflected as a liability for unrecognized tax benefits in the accompanying balance sheets along with any associated interest and penalties that would be payable to the taxing authorities upon examination. Applicable interest and penalties associated with unrecognized tax benefits are classified as additional income taxes in the statements of operations. |
Revenue Recognition | Revenue Recognition The Company follows Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers (“ASC 606”). This standard establishes a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers. ASC 606 requires an entity to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services and also requires certain additional disclosures. In accordance with ASU Topic 606 - Revenue from Contracts with Customers Step 1: Identify the contract(s) with a customer. Step 2: Identify the performance obligations in the contract. Step 3: Determine the transaction price. Step 4: Allocate the transaction price to the performance obligations in the contract. Step 5: Recognize revenue when (or as) the entity satisfies a performance obligation. The Company plans to generate revenue from the following sources: ● The Company generates revenue from the sale of our in-game items to our customers. Revenue generated from such sales, primarily through the app stores, such as Google Play Store or Apple App Store, is recognized upon delivery of the in-game items to the customer, which is when the Company completes its sole performance obligation. Fees incurred by the Company, such as commissions to the app stores, are recognized in operating expenses. ● The Company plans to generate revenue from advertising fees paid by game advertisers, developers, hardware companies, or other strategic partners to the Company for promotion on our platform. Revenues from these fees will be recognized ratably over the agreed upon advertising service period and upon delivery of agreed upon advertising services, which constitutes satisfaction of the performance obligation. ● The Company plans to generate royalty revenues when a third party sells one of our NFTs on a third-party platform. We will recognize royalty revenue when it is probable that we will collect the royalty fee owed which is typically when we receive notification from the third-party platform that an NFT has been sold, which constitutes satisfaction of the performance obligation. In the instance where the Company will receive royalty payments when a customer disposes of an in-game NFT in the secondary market on a third-party platform or any other payment that is not in fiat currency, the Company will recognize the revenue in accordance with ASC 606-10-32-21, “ Noncash Consideration” |
Research and Development | Research and Development Research and development costs incurred in the development of the Company’s products are expensed as incurred and include costs such as labor and outside development costs, software license fees, materials, and other allocated costs incurred. |
Net Loss per Share | Net Loss per Share The Company computes net loss per share in accordance with ASC 260-10, “Earnings Per Share.” “as if converted” Pursuant to ASC 260-10-45, basic loss per common share is computed by dividing net loss attributable to common stockholders by the weighted average number of shares of common stock outstanding for the period presented. Diluted loss per share is computed by dividing net loss attributable to common stockholders by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during the period. The following were excluded from the computation of diluted shares outstanding as they would have had an anti-dilutive impact on the Company’s net loss. December 31, 2023 2022 Common stock equivalents: Warrants 11,245 - Stock options 38,333 - Total 49,578 - |
Recent Accounting Pronouncements | Recent Accounting Pronouncements The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Summary of Significant Accounting Policies [Abstract] | |
Schedule of Fair Value Hierarchy of its Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis | The following table represents the Company’s fair value hierarchy of its financial assets and liabilities measured at fair value on a recurring basis as of December 31, 2023 and 2022. December 31, 2023 December 31, 2022 Description Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Short-term investments $ 2,592,689 $ - $ - $ - $ - $ - |
Schedule of Computation of Diluted Shares Outstanding as they would have had an Anti-Dilutive Impact on the Company’s Net Loss | The following were excluded from the computation of diluted shares outstanding as they would have had an anti-dilutive impact on the Company’s net loss. December 31, 2023 2022 Common stock equivalents: Warrants 11,245 - Stock options 38,333 - Total 49,578 - |
Short-Term Investments (Tables)
Short-Term Investments (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Short-Term Investments [Abstract] | |
Schedule of Short-Term Investments | On December 31, 2023, the Company’s short-term investments consisted of the following: Cost Unrealized Fair Value US Treasury bills $ 2,496,904 $ 95,785 $ 2,592,689 Total short-term investments $ 2,496,904 $ 95,785 $ 2,592,689 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Property and Equipment [Abstract] | |
Schedule of Property and Equipment | On December 31, 2023 and 2022, property and equipment consists of the following: Useful life December 31, December 31, Capitalized internal-use software development costs 3 years $ 56,971 $ - Less: accumulated amortization (4,365 ) - $ 52,606 $ - |
Intangible Asset (Tables)
Intangible Asset (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Intangible Asset [Abstract] | |
Schedule of Intangible Asset | On December 31, 2023 and 2022, intangible asset consisted of the following: Useful life December 31, December 31, License 5 years $ - $ 62,836 Less: accumulated amortization - (4,189 ) $ - $ 58,647 |
Stockholders_ Equity (Tables)
Stockholders’ Equity (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Stockholders’ Equity [Abstract] | |
Schedule of Option Activity | There was no option activity during the year ended December 31, 2022. Option activity for the year ended December 31, 2023 are summarized as follows: Number of Weighted Weighted Balance on December 31, 2022 - $ - - Granted 38,333 49.80 - Balance on December 31, 2023 38,333 $ 49.80 8.49 Options exercisable on December 31, 2023 29,583 $ 49.80 9.13 Weighted average fair value of options granted during the period - $ 27.60 - |
Schedule of Warrant Activity | Warrant activity for the year ended December 31, 2023 are summarized as follows: Number of Warrants Weighted Weighted Aggregate Balance Outstanding, December 31, 2022 - $ - - - Granted 11,245 54.78 - - Balance Outstanding, December 31, 2023 11,245 $ 54.78 4.13 - Exercisable, December 31, 2023 11,245 $ 54.78 4.13 - |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Taxes [Abstract] | |
Schedule of Components of Deferred Tax Assets and Liabilities | As of December 31, 2023 and 2022, components of deferred tax assets and liabilities are as follows: December 31, December 31, Net operating loss carryforward $ 795,489 $ 190,123 Research and development 366,256 204,069 Total deferred tax assets 1,161,745 394,192 Valuation allowance (1,161,745 ) (394,192 ) Net Deferred Tax Assets $ - $ - |
Schedule of Reconciliation of the Effective Tax Rate With the Statutory Federal Income Tax Rate | A reconciliation of the effective tax rate with the statutory Federal income tax rate was as follows for the years ended December 31, 2023 and 2022: For the For the Federal tax benefit at statutory rate (21.0 )% (21.0 )% State tax benefit, net of Federal tax benefit (5.1 )% (6.5 )% Non-deductible expenses 6.2 % - % Change in estimated effective tax rate (1.4 )% - % Change in valuation allowance 21.3 % 27.5 % Effective tax rate 0 % 0 % |
Nature of Operations (Details)
Nature of Operations (Details) | 12 Months Ended |
Dec. 31, 2023 | |
Common Stock [Member] | |
Nature of Operations [Line Items] | |
Reverse stock split | On November 4, 2022, the Company filed a Certificate of Amendment to the Amended and Restated Articles of Incorporation (the “Certificate of Amendment”) with the Secretary of State of the State of Delaware to effect a 1-for-1.33 reverse stock split with respect to the outstanding shares of the Company’s common stock. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) | 1 Months Ended | 12 Months Ended | ||
Mar. 13, 2024 USD ($) shares | Feb. 17, 2023 USD ($) $ / shares shares | Dec. 31, 2023 USD ($) $ / item | Dec. 31, 2022 USD ($) | |
Summary of Significant Accounting Policies [Line Items] | ||||
Cash | $ 1,024,710 | $ 679,781 | ||
Short-term investments | 2,592,689 | |||
Working capital | 3,372,503 | |||
Net proceeds | 5,958,470 | |||
Deferred offering costs | 202,599 | |||
Net cash in operations | (2,980,592) | (1,260,425) | ||
Payments short-term investments | 3,491,242 | |||
FDIC limits | 250,000 | |||
Accounts receivable | 8 | |||
Unrealized gains | 95,785 | |||
Recognized a gain on sale of short-term investments | $ 20,662 | |||
Number of digital units (in Dollars per Item) | $ / item | 1,553.37 | |||
Internal-use software development costs | $ 56,971 | |||
Estimated useful life | 5 years | |||
Impairment loss | $ 52,363 | |||
IPO [Member] | ||||
Summary of Significant Accounting Policies [Line Items] | ||||
Common shares issued for cash (in Shares) | shares | 140,563 | |||
Common stock price (in Dollars per share) | $ / shares | $ 49.8 | |||
Aggregaye | $ 7,000,000 | |||
Net proceeds | 5,958,470 | |||
Offering related expenses | $ 1,041,530 | |||
Deferred offering costs | 202,559 | |||
Issuance costs | $ 5,755,871 | |||
Intangible Assets [Member] | ||||
Summary of Significant Accounting Policies [Line Items] | ||||
Estimated useful life | 5 years | |||
Cash and Cash Equivalents [Member] | ||||
Summary of Significant Accounting Policies [Line Items] | ||||
Cash | $ 507,000 | |||
Forecast [Member] | ||||
Summary of Significant Accounting Policies [Line Items] | ||||
Common shares issued for cash (in Shares) | shares | 47,128 | |||
Forecast [Member] | Private Placement [Member] | ||||
Summary of Significant Accounting Policies [Line Items] | ||||
Common shares issued for cash (in Shares) | shares | 108,000 | |||
Net proceeds | $ 3,056,984 | |||
Aggregate gross proceeds | 3,499,484 | |||
Net of offering costs | 382,500 | |||
Legal fees | $ 60,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Schedule of Fair Value Hierarchy of its Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Level 1 [Member] | ||
Schedule of Fair Value Hierarchy of its Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis [Line Items] | ||
Short-term investments | $ 2,592,689 | |
Level 2 [Member] | ||
Schedule of Fair Value Hierarchy of its Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis [Line Items] | ||
Short-term investments | ||
Level 3 [Member] | ||
Schedule of Fair Value Hierarchy of its Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis [Line Items] | ||
Short-term investments |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details) - Schedule of Computation of Diluted Shares Outstanding as they would have had an Anti-Dilutive Impact on the Company’s Net Loss - shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Common stock equivalents: | ||
Total anti-dilutive | 49,578 | |
Warrant [Member] | ||
Common stock equivalents: | ||
Total anti-dilutive | 11,245 | |
Stock options [Member] | ||
Common stock equivalents: | ||
Total anti-dilutive | 38,333 |
Short-Term Investments (Details
Short-Term Investments (Details) - Schedule of Short-Term Investments | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Schedule of Short-Term Investments [Line Items] | |
Cost | $ 2,496,904 |
Unrealized Gain | 95,785 |
Fair Value | 2,592,689 |
US Treasury Bills [Member] | |
Schedule of Short-Term Investments [Line Items] | |
Cost | 2,496,904 |
Unrealized Gain | 95,785 |
Fair Value | $ 2,592,689 |
Property and Equipment (Details
Property and Equipment (Details) - Schedule of Property and Equipment - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Property and Equipment [Abstract] | ||
Capitalized internal-use software development costs, Useful life | 3 years | |
Capitalized internal-use software development costs | $ 56,971 | |
Less: accumulated amortization | (4,365) | |
Property and equipment | $ 52,606 |
Intangible Asset (Details)
Intangible Asset (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |
Aug. 29, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Intangible Asset [Line Items] | |||
License fee | $ 25,000 | ||
Fees and expenses | $ 30,704 | ||
Professional fees | 7,132 | ||
Initial financing gross proceeds | 500,000 | ||
Intangible asset | 52,363 | ||
Impairment loss | 52,363 | ||
Amortization of intangible assets, impairment loss | $ 6,284 |
Intangible Asset (Details) - Sc
Intangible Asset (Details) - Schedule of Intangible Asset - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Schedule of Intangible Asset [Abstract] | ||
License, Useful life | 5 years | |
License | $ 62,836 | |
Less: accumulated amortization | (4,189) | |
Intangible asset | $ 58,647 |
Stockholders_ Equity (Details)
Stockholders’ Equity (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||||||
Mar. 06, 2023 | Feb. 17, 2023 | Feb. 14, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Mar. 20, 2023 | Mar. 30, 2022 | Jan. 31, 2022 | |
Stockholders' Equity [Line Items] | ||||||||
Preferred stock, shares authorized (in Shares) | 5,000,000 | 5,000,000 | ||||||
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | ||||||
Preferred stock, shares issued (in Shares) | ||||||||
Preferred stock, shares outstanding (in Shares) | ||||||||
Subscriptions receivable | $ 37,500 | |||||||
Deferred offering costs | $ 202,599 | |||||||
Shares reserved (in Shares) | 208,333 | |||||||
Aggregate stock options shares (in Shares) | 5,000 | 33,333 | ||||||
Stock options, expiration term | Feb. 14, 2033 | |||||||
Stock options, description | The options vest as to (i) 28,333 of such options on February 14, 2023; and (ii) the remaining 5,000 options vest quarterly (417 each quarter) beginning on May 14, 2023 and each quarter thereafter through February 14, 2026. | |||||||
Stock options valued | $ 33,972 | $ 1,023,290 | ||||||
Stock-based compensation | $ 936,354 | |||||||
Balance remains future vesting periods | $ 120,908 | |||||||
Weighted average period | 2 years 1 month 6 days | |||||||
Aggregate intrinsic value | $ 0 | |||||||
Common Stock [Member] | ||||||||
Stockholders' Equity [Line Items] | ||||||||
Common stock issued (in Shares) | 140,563 | |||||||
Common stock exercise price (in Dollars per share) | $ 49.8 | $ 49.8 | ||||||
2023 Stock Repurchase Plan [Member] | ||||||||
Stockholders' Equity [Line Items] | ||||||||
Purchase of common stock | $ 99,736 | $ 500,000 | ||||||
Cancelled common stock shares (in Shares) | 20,349 | |||||||
Common stock, price per share | $ 4.9 | |||||||
Minimum [Member] | ||||||||
Stockholders' Equity [Line Items] | ||||||||
Volatilities rate | 68.80% | |||||||
Risk-free interest rates | 3.95% | |||||||
Holding period | 3 years | |||||||
Maximum [Member] | ||||||||
Stockholders' Equity [Line Items] | ||||||||
Volatilities rate | 71.60% | |||||||
Risk-free interest rates | 4% | |||||||
Holding period | 6 years | |||||||
Black-Scholes option [Member] | ||||||||
Stockholders' Equity [Line Items] | ||||||||
Dividend yield | 0% | |||||||
Warrants [Member] | ||||||||
Stockholders' Equity [Line Items] | ||||||||
Warrants issued (in Shares) | 11,245 | |||||||
Warrants exercisable per share (in Dollars per share) | $ 54.78 | |||||||
IPO [Member] | ||||||||
Stockholders' Equity [Line Items] | ||||||||
Common stock issued (in Shares) | 140,563 | |||||||
Common stock exercise price (in Dollars per share) | $ 49.8 | |||||||
Gross proceeds | $ 7,000,000 | |||||||
Net proceeds | 5,958,470 | |||||||
Net offering expenses | $ 1,041,530 | |||||||
Deferred offering costs | $ 202,559 | |||||||
Warrants issued (in Shares) | 11,245 | |||||||
Warrants exercisable per share (in Dollars per share) | $ 54.78 | |||||||
Warrants expire | Feb. 14, 2028 | |||||||
Fair value of these warrant | $ 3,657,258 | |||||||
Dividend yield | 0% | |||||||
Volatilities rate | 69.80% | |||||||
Risk-free interest rates | 4.03% | |||||||
Holding period | 5 years |
Stockholders_ Equity (Details)
Stockholders’ Equity (Details) - Schedule of Option Activity - Stock Option [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2023 | |
Schedule of Total Stock-Based Expenses Related to Stock Options [Line Items] | ||
Number of Options, Ending balance | 38,333 | |
Weighted Average Exercise Price, Ending balance | $ 49.8 | |
Weighted Average Remaining Contractual Life (Years), Ending balance | 8 years 5 months 26 days | |
Number of Options, Options exercisable | 29,583 | |
Weighted Average Exercise Price, Options exercisable | $ 49.8 | |
Weighted Average Remaining Contractual Life (Years), Options exercisable | 9 years 1 month 17 days | |
Number of Options, Weighted average fair value of options granted during the period | ||
Weighted Average Exercise Price, Weighted average fair value of options granted during the period | $ 27.6 | |
Weighted Average Remaining Contractual Life (Years), Weighted average fair value of options granted during the period | ||
Number of Options, Granted | 38,333 | |
Weighted Average Exercise Price, Granted | $ 49.8 | |
Weighted Average Remaining Contractual Life (Years), Granted |
Stockholders_ Equity (Details_2
Stockholders’ Equity (Details) - Schedule of Warrant Activity - Stock Warrants [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2023 | |
Stockholders’ Equity (Details) - Schedule of Warrant Activity [Line Items] | ||
Number of Warrants, Ending balance | 11,245 | |
Weighted Average Exercise Price, Ending balance | $ 54.78 | |
Weighted Average Remaining Contractual Term (Years), Ending balance | 4 years 1 month 17 days | |
Aggregate Intrinsic Value, Ending balance | ||
Number of Warrants, Exercisable | 11,245 | |
Weighted Average Exercise Price, Exercisable | $ 54.78 | |
Weighted Average Remaining Contractual Term (Years), Exercisable | 4 years 1 month 17 days | |
Aggregate Intrinsic Value, Exercisable | ||
Number of Warrants, Granted | 11,245 | |
Weighted Average Exercise Price, Granted | $ 54.78 | |
Weighted Average Remaining Contractual Term (Years), Granted | ||
Aggregate Intrinsic Value, Granted |
Commitments and Contingencies (
Commitments and Contingencies (Details) - Mr. Mats [Member] | Feb. 17, 2023 USD ($) shares |
Commitments and Contingencies [Line Items] | |
Base salary at annual rate | $ | $ 400,000 |
Shares of common stock | shares | 16,667 |
Income Taxes (Details)
Income Taxes (Details) | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Income Taxes [Line Items] | |
Net operating loss carry forwards | $ 3,043,768 |
Federal net operating loss carry forwards | $ 3,043,768 |
Taxable income percentage | 80% |
Effective tax rate | 26.135% |
Valuation allowance | $ 1,161,745 |
Valuation allowance increased | $ 767,553 |
Domestic Research [Member] | |
Income Taxes [Line Items] | |
Amortize research and development | 5% |
Foreign Research [Member] | |
Income Taxes [Line Items] | |
Amortize research and development | 15% |
Income Taxes (Details) - Schedu
Income Taxes (Details) - Schedule of Components of Deferred Tax Assets and Liabilities - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Schedule of Components of Deferred Tax Assets and Liabilities [Abstract] | ||
Net operating loss carryforward | $ 795,489 | $ 190,123 |
Research and development | 366,256 | 204,069 |
Total deferred tax assets | 1,161,745 | 394,192 |
Valuation allowance | (1,161,745) | (394,192) |
Net Deferred Tax Assets |
Income Taxes (Details) - Sche_2
Income Taxes (Details) - Schedule of Reconciliation of the Effective Tax Rate With the Statutory Federal Income Tax Rate | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Schedule of Reconciliation of The Effective Tax Rate With The Statutory Federal Income Tax Rate [Abstract] | ||
Federal tax benefit at statutory rate | (21.00%) | (21.00%) |
State tax benefit, net of Federal tax benefit | (5.10%) | (6.50%) |
Non-deductible expenses | 6.20% | |
Change in estimated effective tax rate | (1.40%) | |
Change in valuation allowance | 21.30% | 27.50% |
Effective tax rate | 0% | 0% |
Subsequent Events (Details)
Subsequent Events (Details) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||||
Mar. 13, 2024 USD ($) $ / shares shares | Mar. 07, 2024 USD ($) shares | Mar. 05, 2024 $ / shares shares | Mar. 04, 2024 USD ($) | Mar. 06, 2023 shares | Feb. 14, 2023 shares | Mar. 28, 2024 USD ($) $ / shares shares | Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | |
Subsequent Events [Line Items] | |||||||||
Reverse stock split of shares issued and outstanding | 1-for-12 | ||||||||
Granted stock options (in Shares) | shares | 5,000 | 33,333 | |||||||
Stock options expiried date | Feb. 14, 2033 | ||||||||
Net proceeds | $ 5,958,470 | ||||||||
Gross proceeds | 3,500,000 | ||||||||
Cancelled shares | $ 99,736 | ||||||||
Board of Directors [Member] | |||||||||
Subsequent Events [Line Items] | |||||||||
Reverse stock split of shares issued and outstanding | one share of common stock for each 12 shares of the Company’s common stock | ||||||||
Forecast [Member] | |||||||||
Subsequent Events [Line Items] | |||||||||
Aggregate purchase price | $ 150,000 | ||||||||
Monthly installments | 4 | ||||||||
Monthly installments payable | $ 37,500 | ||||||||
Granted stock options (in Shares) | shares | 6,249 | ||||||||
Exercise price, per share (in Dollars per share) | $ / shares | $ 6 | ||||||||
Stock options expiried date | Mar. 05, 2029 | ||||||||
Stock options granted date | Mar. 05, 2025 | ||||||||
Cash fee | $ 40,000 | ||||||||
Purchase shares (in Shares) | shares | 47,128 | ||||||||
Common stock purchase, shares (in Shares) | shares | 6,846 | ||||||||
Aggregate gross proceeds | $ 601,560 | ||||||||
Exercise price, per share (in Dollars per share) | $ / shares | $ 5.5 | ||||||||
Cash fee percentage | 7.50% | ||||||||
Management fee percentage | 1% | ||||||||
Engagement letter description. | the Company shall (i) pay Wainwright a cash fee of 7.5% and a management fee of 1.0% of the aggregate gross exercise paid in cash with respect thereto, and (ii) issue warrants to purchase that number of shares of common stock equal to 7.5% of the aggregate number of shares of common stock underlying the warrants that were exercised. | ||||||||
Cancelled shares | $ 19,601 | ||||||||
Average price, per share (in Dollars per share) | $ / shares | $ 2.86 | ||||||||
Forecast [Member] | Private Placement [Member] | |||||||||
Subsequent Events [Line Items] | |||||||||
Purchase shares (in Shares) | shares | 108,000 | ||||||||
Purchase price, per unit (in Dollars per share) | $ / shares | $ 5.57 | ||||||||
Aggregate gross proceeds | $ 3,499,484 | ||||||||
Shares sold (in Shares) | shares | 520,367 | ||||||||
Purchase price of each pre-funded warrant (in Shares) | shares | 5.569 | ||||||||
Net proceeds | $ 3,056,984 | ||||||||
Net of offering costs | 382,500 | ||||||||
Legal fees | $ 60,000 | ||||||||
Exercise price, per share (in Dollars per share) | $ / shares | $ 0.001 | ||||||||
Forecast [Member] | Pre-Funded Warrants [Member] | |||||||||
Subsequent Events [Line Items] | |||||||||
Aggregate gross proceeds | $ 2,897,924 | ||||||||
Forecast [Member] | Placement Agent Warrants [Member] | |||||||||
Subsequent Events [Line Items] | |||||||||
Exercise price, per share (in Dollars per share) | $ / shares | $ 6.9625 | ||||||||
Forecast [Member] | Medical Advisory Board [Member] | |||||||||
Subsequent Events [Line Items] | |||||||||
Purchase shares (in Shares) | shares | 4,167 | ||||||||
Forecast [Member] | Director [Member] | |||||||||
Subsequent Events [Line Items] | |||||||||
Granted stock options (in Shares) | shares | 2,083 | ||||||||
Forecast [Member] | Series A Warrants [Member] | Private Placement [Member] | |||||||||
Subsequent Events [Line Items] | |||||||||
Common stock purchase, shares (in Shares) | shares | 628,367 | ||||||||
Forecast [Member] | Series B Warrants [Member] | Private Placement [Member] | |||||||||
Subsequent Events [Line Items] | |||||||||
Common stock purchase, shares (in Shares) | shares | 628,367 | ||||||||
Forecast [Member] | Pre-Funded Warrants [Member] | |||||||||
Subsequent Events [Line Items] | |||||||||
Owned percentage | 4.99% | ||||||||
Forecast [Member] | Common Warrants [Member] | |||||||||
Subsequent Events [Line Items] | |||||||||
Owned percentage | 9.99% |