Cover
Cover - shares | 9 Months Ended | |
Jun. 30, 2024 | Aug. 13, 2024 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Jun. 30, 2024 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2024 | |
Current Fiscal Year End Date | --09-30 | |
Entity File Number | 001-42044 | |
Entity Registrant Name | Nano Nuclear Energy, Inc. | |
Entity Central Index Key | 0001923891 | |
Entity Tax Identification Number | 88-0861977 | |
Entity Incorporation, State or Country Code | NV | |
Entity Address, Address Line One | 10 Times Square | |
Entity Address, Address Line Two | 30th Floor | |
Entity Address, City or Town | New York | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 10018 | |
City Area Code | (212) | |
Local Phone Number | 634-9206 | |
Title of 12(b) Security | Common stock, par value $0.0001 per share | |
Trading Symbol | NNE | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Elected Not To Use the Extended Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 30,127,663 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Jun. 30, 2024 | Sep. 30, 2023 |
Current assets: | ||
Cash and cash equivalents | $ 13,789,532 | $ 6,952,795 |
Prepaid expenses | 530,188 | 205,857 |
Total current assets | 14,319,720 | 7,158,652 |
Deferred offering costs | 75,000 | |
Deposits | 235,235 | |
Right of use asset | 1,872,763 | |
Total assets | 16,427,718 | 7,233,652 |
Current liabilities: | ||
Accounts payable and accrued liabilities | 231,611 | 190,005 |
Lease liability, current | 352,281 | |
Contingent consideration | 1,222,000 | |
Total current liabilities | 1,805,892 | 225,005 |
Lease liability, non-current | 1,618,510 | |
Total liabilities | 3,424,402 | 225,005 |
Mezzanine Equity | ||
Common stock subject to possible redemption; 0 shares as of June 30, 2024 and 2,000,000 shares as of September 30, 2023 | 5,000,000 | |
Stockholders’ Equity | ||
Preferred stock, $0.0001 par value; 25,000,000 authorized as of June 30, 2024 and 100,000,000 authorized as of September 30, 2023; none issued and outstanding as of June 30, 2024 and September 30, 2023 | ||
Common stock, $0.0001 par value; 275,000,000 authorized as of June 30, 2024 and 100,000,000 authorized as of September 30, 2023; 29,003,888 and 23,184,869 shares issued and outstanding as of June 30, 2024 and September 30, 2023, respectively, excluding 2,000,000 shares as of September 30, 2023 subject to possible redemption | 2,900 | 2,319 |
Additional paid-in capital | 27,942,461 | 9,288,553 |
Accumulated deficit | (14,942,045) | (7,282,225) |
Total stockholders’ equity | 13,003,316 | 2,008,647 |
Total liabilities, mezzanine equity, and stockholders’ equity | 16,427,718 | 7,233,652 |
Related Party [Member] | ||
Current liabilities: | ||
Due to related parties | $ 35,000 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2024 | Sep. 30, 2023 |
Statement of Financial Position [Abstract] | ||
Treasury stock, common, shares | 0 | 2,000,000 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 25,000,000 | 100,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 275,000,000 | 100,000,000 |
Common stock, shares, issued | 29,003,888 | 23,184,869 |
Common Stock, shares, outstanding | 29,003,888 | 23,184,869 |
Treasury stock, common, shares | 2,000,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Operating expenses | ||||
General and administrative | $ 2,301,307 | $ 2,038,259 | $ 4,553,512 | $ 3,722,232 |
Research and development | 2,019,812 | 663,144 | 2,830,367 | 1,183,750 |
Change in Fair Value of contingent consideration | 385,500 | 385,500 | ||
Loss from operations | 4,706,619 | 2,701,403 | 7,769,379 | 4,905,982 |
Other income | 38,372 | 1,753 | 109,559 | 1,753 |
Net loss | $ (4,668,247) | $ (2,699,650) | $ (7,659,820) | $ (4,904,229) |
Net loss per share of common stock: | ||||
Basic | $ (0.17) | $ (0.12) | $ (0.31) | $ (0.22) |
Diluted | $ (0.17) | $ (0.12) | $ (0.31) | $ (0.22) |
Weighted-average shares of common stock outstanding: | ||||
Basic | 27,730,227 | 22,846,298 | 24,919,094 | 22,121,634 |
Diluted | 27,730,227 | 22,846,298 | 24,919,094 | 22,121,634 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Changes In Mezzanine Equity And Stockholders' Equity (Unaudited) - USD ($) | Temporary Equity [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Balance at Sep. 30, 2022 | $ 5,000,000 | $ 2,050 | $ 3,139,450 | $ (1,031,824) | $ 2,109,676 |
Balance at Sep. 30, 2022 | 5,000,000 | ||||
Balance, shares at Sep. 30, 2022 | 2,000,000 | ||||
Balance, shares at Sep. 30, 2022 | 20,501,500 | ||||
Equity-based compensation | $ 9 | 2,114,005 | 2,114,014 | ||
Common stock issuances | $ 260 | 3,765,109 | 3,765,369 | ||
Common stock issuances, shares | 2,598,369 | ||||
Net loss | (4,904,229) | (4,904,229) | |||
Equity-based compensation, shares | 85,000 | ||||
Balance at Jun. 30, 2023 | $ 5,000,000 | $ 2,319 | 9,018,564 | (5,936,053) | 3,084,830 |
Balance at Jun. 30, 2023 | 5,000,000 | ||||
Balance, shares at Jun. 30, 2023 | 2,000,000 | ||||
Balance, shares at Jun. 30, 2023 | 23,184,869 | ||||
Balance at Sep. 30, 2022 | $ 5,000,000 | $ 2,050 | 3,139,450 | (1,031,824) | 2,109,676 |
Balance at Sep. 30, 2022 | 5,000,000 | ||||
Balance, shares at Sep. 30, 2022 | 2,000,000 | ||||
Balance, shares at Sep. 30, 2022 | 20,501,500 | ||||
Net loss | (6,250,401) | ||||
Balance at Sep. 30, 2023 | $ 5,000,000 | $ 2,319 | 9,288,553 | (7,282,225) | 2,008,647 |
Balance at Sep. 30, 2023 | $ 5,000,000 | ||||
Balance, shares at Sep. 30, 2023 | 2,000,000 | 2,000,000 | |||
Balance, shares at Sep. 30, 2023 | 23,184,869 | ||||
Balance at Mar. 31, 2023 | $ 5,000,000 | $ 2,241 | 5,629,112 | (3,236,403) | $ 2,394,950 |
Balance at Mar. 31, 2023 | 5,000,000 | ||||
Balance, shares at Mar. 31, 2023 | 2,000,000 | ||||
Balance, shares at Mar. 31, 2023 | 22,406,869 | ||||
Equity-based compensation | 1,444,530 | 1,444,530 | |||
Common stock issuances | 78 | 1,944,922 | 1,945,000 | ||
Net loss | (2,699,650) | (2,699,650) | |||
Balance at Jun. 30, 2023 | $ 5,000,000 | $ 2,319 | 9,018,564 | (5,936,053) | 3,084,830 |
Balance at Jun. 30, 2023 | 5,000,000 | ||||
Balance, shares at Jun. 30, 2023 | 2,000,000 | ||||
Balance, shares at Jun. 30, 2023 | 23,184,869 | ||||
Balance at Mar. 31, 2023 | $ 5,000,000 | $ 2,241 | 5,629,112 | (3,236,403) | 2,394,950 |
Balance at Mar. 31, 2023 | $ 5,000,000 | ||||
Balance, shares at Mar. 31, 2023 | 2,000,000 | ||||
Balance, shares at Mar. 31, 2023 | 22,406,869 | ||||
Mezzanine equity conversion, shares | |||||
Balance at Jun. 30, 2024 | $ 2,900 | 27,942,461 | (14,942,045) | $ 13,003,316 | |
Balance at Jun. 30, 2024 | |||||
Balance, shares at Jun. 30, 2024 | 0 | ||||
Balance, shares at Jun. 30, 2024 | 29,003,888 | 29,003,888 | |||
Balance at Sep. 30, 2023 | $ 5,000,000 | $ 2,319 | 9,288,553 | (7,282,225) | $ 2,008,647 |
Balance at Sep. 30, 2023 | $ 5,000,000 | ||||
Balance, shares at Sep. 30, 2023 | 2,000,000 | 2,000,000 | |||
Balance, shares at Sep. 30, 2023 | 23,184,869 | ||||
Mezzanine equity conversion | $ (5,000,000) | $ 200 | 4,999,800 | $ 5,000,000 | |
Mezzanine equity conversion, shares | (2,000,000) | ||||
Mezzanine equity conversion | (5,000,000) | ||||
Equity-based compensation | 152,457 | 152,457 | |||
Common stock issuances | $ 376 | 14,253,561 | 14,253,937 | ||
Common stock issuances, shares | 3,769,019 | ||||
Offering costs | (1,538,405) | (1,538,405) | |||
Acquisition common stock issuances | 5 | 786,495 | $ 786,500 | ||
Acquisition common stock issuances, shares | 50,000 | ||||
Net loss | (7,659,820) | $ (7,659,820) | |||
Mezzanine equity conversion, shares | 2,000,000 | ||||
Balance at Jun. 30, 2024 | $ 2,900 | 27,942,461 | (14,942,045) | 13,003,316 | |
Balance at Jun. 30, 2024 | |||||
Balance, shares at Jun. 30, 2024 | 0 | ||||
Balance, shares at Jun. 30, 2024 | 29,003,888 | 29,003,888 | |||
Balance at Mar. 31, 2024 | $ 2,601 | 16,907,165 | (10,273,798) | $ 6,635,968 | |
Balance at Mar. 31, 2024 | |||||
Balance, shares at Mar. 31, 2024 | |||||
Balance, shares at Mar. 31, 2024 | 26,007,013 | ||||
Mezzanine equity conversion | |||||
Mezzanine equity conversion | |||||
Equity-based compensation | |||||
Common stock issuances | $ 294 | 11,787,206 | 11,787,500 | ||
Common stock issuances, shares | 2,946,875 | ||||
Offering costs | (1,538,405) | (1,538,405) | |||
Acquisition common stock issuances | $ 5 | 786,495 | 786,500 | ||
Acquisition common stock issuances, shares | 50,000 | ||||
Net loss | (4,668,247) | (4,668,247) | |||
Balance at Jun. 30, 2024 | $ 2,900 | $ 27,942,461 | $ (14,942,045) | 13,003,316 | |
Balance at Jun. 30, 2024 | |||||
Balance, shares at Jun. 30, 2024 | 0 | ||||
Balance, shares at Jun. 30, 2024 | 29,003,888 | 29,003,888 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2024 | Jun. 30, 2023 | Sep. 30, 2023 | |
OPERATING ACTIVITIES | ||||||
Net loss | $ (4,668,247) | $ (2,699,650) | $ (7,659,820) | $ (4,904,229) | $ (6,250,401) | |
Adjustments to reconcile net loss to net cash used in operating activities: | ||||||
Equity-based compensation | 152,457 | 2,114,014 | ||||
Amortization of right of use asset | 53,893 | |||||
R&D acquisition paid in equity | 786,500 | |||||
Change in assets and liabilities: | ||||||
Prepaid expenses | (324,331) | (38,588) | ||||
Deposits | (235,235) | |||||
Accounts payable and accrued liabilities | 41,606 | 147,028 | ||||
Due to related parties | (35,000) | (10,000) | ||||
Lease liability | 44,135 | |||||
Contingent liability | 1,222,000 | |||||
Net cash used in operating activities | (5,953,795) | (2,691,775) | (3,867,573) | |||
FINANCING ACTIVITIES | ||||||
Proceeds from common stock issuances | $ 18,000,000 | 14,253,937 | 8,765,369 | |||
Offering costs | (1,408,405) | |||||
Payment of deferred offering costs | (55,000) | (75,000) | ||||
Net cash provided by financing activities | 12,790,532 | 8,690,369 | ||||
Net increase in cash | 6,836,737 | 5,998,594 | ||||
Cash and cash equivalents, beginning of period | 6,952,795 | 2,129,999 | 2,129,999 | |||
Cash and cash equivalents, end of period | $ 13,789,532 | $ 8,128,593 | $ 13,789,532 | 13,789,532 | 8,128,593 | $ 6,952,795 |
Non-cash transactions: | ||||||
Conversion from Mezzanine Equity to Stockholders’ Equity | (5,000,000) | |||||
Inception of Right of Use Asset / Liability | $ 1,926,656 |
ORGANIZATION AND OPERATIONS AND
ORGANIZATION AND OPERATIONS AND BASIS OF PRESENTATION | 9 Months Ended |
Jun. 30, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION AND OPERATIONS AND BASIS OF PRESENTATION | 1. ORGANIZATION AND OPERATIONS AND BASIS OF PRESENTATION NANO Nuclear Energy Inc. (“NANO” or the “Company”) was incorporated under the laws of the state of Nevada on February 8, 2022 (“Inception”) and is headquartered in New York, New York. The Company is an early-stage nuclear energy company developing smaller, cheaper, and safer advanced portable clean energy solutions utilizing proprietary reactor designs, intellectual property and research methods. Currently in technical development are “ZEUS”, a solid core battery reactor and “ODIN”, a low-pressure coolant reactor, representing the Company’s first generation of portable, on-demand capable, advanced nuclear micro reactors. The Company envisions readily replaceable mobile reactors which it can provide to customers in several sectors, including data centers, artificial intelligence computer and quantum computing; crypto mining; military applications; disaster relief; transportation (including shipping); mining projects; water desalination and green hydrogen plants; and space exploration. Through its subsidiary, HALEU Energy Fuel Inc., the Company is also developing a domestic High-Assay Low-Enriched Uranium (“HALEU”) fuel fabrication facility with a capability to provide a fuel pipeline for the broader advanced nuclear reactor industry and providing fuel to power the Company’s microreactors. Further, through its subsidiary Advanced Fuel Transportation Inc., the Company is developing a high-capacity HALEU transportation product, capable of moving commercial quantities of HALEU fuel around North America. The Company also plans to offer nuclear service support and consultation services. These condensed consolidated interim financial statements include the accounts of the Company and its wholly-owned subsidiaries American Uranium Inc., HALEU Energy Fuel Inc., and Advanced Fuel Transportation Inc. Each of such subsidiaries is a Nevada corporation. As used herein, the term “Common Stock” refers to the common stock, $ 0.0001 Liquidity These condensed consolidated interim financial statements have been prepared on a going concern basis, which assumes the realization of assets and settlement of liabilities in the normal course of business. At June 30, 2024, the Company had working capital of $ 12,513,828 14,942,045 . For the nine months ended June 30, 2024, the Company had net loss of $ 7,659,820 , and negative cash flows from operations of $ 5,953,795 . At September 30, 2023, the Company had working capital of $ 6,933,647 and accumulated deficit of $ 7,282,225 . For the year ended September 30, 2023, the Company had net loss of $ 6,250,401 , and negative cash flows from operations of $ 3,867,573 . The application of the going concern concept is dependent on the Company’s ability to secure financing from capital markets or other sources, including investors, government grants or alternative funding and, ultimately, on the Company’s ability to generate revenue and profitable operations. Management is of the opinion that sufficient working capital is available to meet the Company’s liabilities and commitments as they come due at least for the next twelve months after the date the condensed consolidated interim financial statements are issued to conform to the going concern uncertainty period. In order to achieve the Company’s long-term strategy, the Company expects to raise additional capital or secure other sources of financing to support its growth. After June 30, 2024, the Company completed an underwritten follow-on public offering generating gross proceeds of approximately $ 18.0 2.70 |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Jun. 30, 2024 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited interim condensed consolidated interim financial statements have been prepared in accordance with U.S. GAAP for interim financial reporting and the rules and regulations of the Securities and Exchange Commission (“SEC”). References to ASC and ASU included herein refer to the Accounting Standards Codification and Accounting Standards Update established by the Financial Accounting Standards Board (“FASB”) as the source of authoritative U.S. GAAP. All intercompany balances and transactions have been eliminated in consolidation. In management’s opinion, the unaudited interim condensed consolidated financial statements have been prepared on the same basis as the Company’s annual audited consolidated financial statements. They include all adjustments, consisting of only normal recurring adjustments, necessary for the fair statement of the Company’s financial position as of June 30, 2024, and its results of operations for the three and nine months ended June 30, 2024 and 2023 and cash flows for the nine months ended June 30, 2024 and 2023. The results for the three and nine months ended June 30, 2024 are not necessarily indicative of the results expected for the year or any other periods. The condensed consolidated balance sheet as of September 30, 2023 has been derived from the Company’s audited financial statements. Cash and Cash Equivalents Cash equivalents represent short-term, highly liquid investments, which are readily convertible to cash and have maturities of three months or less at time of purchase, while cash equivalents with an initial maturity of between three and twelve months at time of purchase are considered short-term investments. The Company’s cash equivalents consist of certificates of deposit, are classified as held-to-maturity, and the estimated fair value of the investment approximates its amortized cost. NANO NUCLEAR ENERGY INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS As of June 30, 2024 (Unaudited) Use of Estimates The preparation of condensed consolidated interim financial statements in conformity with GAAP requires management to make certain estimates, judgments and assumptions. The Company believes that the estimates, judgments and assumptions made when accounting for items and matters such as, but not limited to, equity-based compensation and contingencies are reasonable, based on information available at the time they are made. These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities as of the date of the condensed consolidated interim financial statements, as well as amounts reported on the statements of operations during the periods presented. Actual results could differ from those estimates. Fair Value Measurement The Company measures certain financial assets and liabilities at fair value. Fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, the Company uses a three-level hierarchy, which prioritizes fair value measurements based on the types of inputs used for the various valuation techniques (market approach, income approach and cost approach). The levels of hierarchy are described below: Level 1 – Quoted prices in active markets for identical instruments. Level 2 – Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets. Level 3 – Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability. Financial assets and liabilities are classified in their entirety based on the most stringent level of input that is significant to the fair value measurement. The carrying amount of certain financial instruments, including prepaid expenses and accounts payable approximates fair value due to their short maturities. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash. The Company maintains its cash balances at a financial institution and such amounts exceeded federally insured limits at June 30, 2024 and September 30, 2023. 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. Prepaid Expenses Prepaid expenses primarily relate to payments made to consultants and vendors in advance of the service being provided. Leases The Company recognizes right-of-use (ROU) assets and lease liabilities for leases with terms greater than 12 months. Leases are classified as either finance or operating leases. This classification dictates whether lease expense is recognized based on an effective interest method or on a straight-line basis over the term of the lease. As of June 30, 2024, the Company has one short-term operating lease and one long-term operating lease. As of September 30, 2023, the Company had one short-term operating lease. Long-term leases (leases with initial terms greater than 12 months) are capitalized at the present value of the minimum lease payments not yet paid. The Company uses its incremental borrowing rate to determine the present value of the lease when the rate implicit in the lease is not readily determinable. Short-term leases (leases with an initial term of 12 months or less or leases that are cancelable by the lessee and lessor without significant penalties) are not capitalized but are expensed on a straight-line basis over the lease term. The Company’s short-term lease relates to office facilities which did not meet the criteria for capitalization as of June 30, 2024 and September 30, 2023. NANO NUCLEAR ENERGY INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS As of June 30, 2024 (Unaudited) Mezzanine Equity The Company recognized a tranche of shares of Common Stock as mezzanine equity since such shares were redeemable at the option of the holder, but not mandatorily redeemable. On March 30, 2024, the Company amended its subscription agreement with the holder of such shares to terminate the redemption right, which resulted in a conversion of such shares from mezzanine equity to stockholders’ equity. See Note 5 for further information. Equity-Based Compensation Equity-based compensation is measured using a fair value-based method for all equity-based awards. The cost of awarded equity instruments is recognized based on each instrument’s grant-date fair value over the period during which the award vests. Equity-based compensation is recorded as either a general and administrative expense or a research and development expense in the condensed consolidated statements of operations. Research and Development Research and Development (“R&D”) expenses represent costs incurred for designing and engineering products, including the costs of developing design tools, as well as the costs to acquire technology and other assets from third parties. All research and development costs related to product development are expensed as incurred. Advertising Costs Advertising costs are expensed as incurred and are recognized as a component of general and administrative expenses on the condensed consolidated statements of operations. Advertising costs expensed were $ 227,361 833,589 128,339 305,912 Legal Contingencies The Company is not aware of any pending legal proceedings against the Company. The Company records liabilities for losses from legal proceedings when it determines that it is probable that the outcome in a legal proceeding will be unfavorable, and the amount of loss can be reasonably estimated. Income Taxes Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the consolidated financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets, including tax loss and credit carry forwards, and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is recorded when it is “more likely-than-not” that deferred tax assets will not be realized. On a regular basis, the Company evaluates the recoverability of deferred tax assets and the need for a valuation allowance. Such evaluations involve the application of significant judgment. The Company considers multiple factors in its evaluation of the need for a valuation allowance. The Company’s net deferred tax assets consist primarily of assets related to net operating losses. The Company’s net operating losses and credits have an indefinite life for federal net operating losses (“NOLs”) generated through June 30, 2024. At June 30, 2024 and September 30, 2023, the Company recorded a full valuation allowance on its deferred tax assets in the amount of approximately $ 3,580,000 1,971,000 0.0 21 NANO NUCLEAR ENERGY INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS As of June 30, 2024 (Unaudited) Until an appropriate level of profitability is attained, the Company expects to maintain a full valuation allowance on its deferred tax assets. Any tax benefits or tax expense recorded on its consolidated statements of operations will be offset with a corresponding valuation allowance until such time that the Company changes its determination related to the realization of deferred tax assets. In the event that the Company changes its determination as to the amount of deferred tax assets that can be realized, the Company will adjust its valuation allowance with a corresponding impact to the provision for income taxes in the period in which such a determination is made. For uncertain tax positions that meet a “more likely-than-not” threshold, the Company recognizes the benefit of uncertain tax positions in the condensed consolidated interim financial statements. The Company’s practice is to recognize interest and penalties, if any, related to uncertain tax positions in income tax expense in the consolidated statements of operations. The Company’s 2023 tax returns remain subject to examination by taxing jurisdictions. At June 30, 2024 and September 30, 2023, the Company does not believe it has any uncertain tax positions that would require either recognition or disclosure in the accompanying condensed consolidated interim financial statements. Net Loss per Share Basic net income (loss) per share is computed by dividing net income (loss) attributable to the Company by the weighted average number of shares of Common Stock outstanding during the period. Diluted net income (loss) per share is computed based on the weighted average number of shares of Common Stock outstanding plus the effect of dilutive potential shares of Common Stock outstanding during the period. During the periods when there is a net loss, potentially dilutive shares of Common Stock are excluded from the calculation of diluted net loss per share as their effect is anti-dilutive. During the three and nine months ended June 30, 2024 and 2023, there were no dilutive shares issued or outstanding. Operating Segments For the three and nine months ended June 30, 2024 and 2023, the Company was managed as a single operating segment in accordance with the provisions in the Financial Accounting Standards Board (“FASB”) guidance on segment reporting, which establishes standards for, and requires disclosure of, certain financial information related to reportable operating segments and geographic regions. Furthermore, the Company determined that the Company’s Chairman and President is the Chief Operating Decision Maker as he is responsible for making decisions regarding the allocation of resources and assessing performance as well as for strategic operational decisions and managing the organization as a whole. Recent Accounting Pronouncements The Company considers the applicability and impact of all Accounting Standards Updates issued by the FASB. There are no accounting pronouncements which have been issued but are not yet effective that would have a material impact on our current condensed consolidated interim financial statements. |
OTHER INCOME
OTHER INCOME | 9 Months Ended |
Jun. 30, 2024 | |
Other Income and Expenses [Abstract] | |
OTHER INCOME | 3. OTHER INCOME During the three and nine months ended June 30, 2024, the Company earned interest income of $ 38,372 109,559 1,753 |
RELATED PARTIES
RELATED PARTIES | 9 Months Ended |
Jun. 30, 2024 | |
Related Party Transactions [Abstract] | |
RELATED PARTIES | 4. RELATED PARTIES At June 30, 2024 and September 30, 2023, the Company had amounts due to related parties of $ nil 35,000 345,000 110,000 635,000 315,000 NANO NUCLEAR ENERGY INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS As of June 30, 2024 (Unaudited) |
EQUITY
EQUITY | 9 Months Ended |
Jun. 30, 2024 | |
Equity [Abstract] | |
EQUITY | 5. EQUITY The Company is authorized to issue 275,000,000 25,000,000 0.0001 No Common Stock are entitled to one vote per share. Issuance of Common Stock for Cash Incorporation Upon incorporation of the Company, 10,000,000 50,000 Seed Round The Company’s initial round of private financing (the “Seed Round”) began in March 2022 and ended in April 2022. During the period from Inception through September 30, 2022, the Company sold 7,500,000 0.05 375,000 Angel Round The Company’s second round of private financing (the “Angel Round”) began in April 2022 and ended in February 2023. During the period from Inception to September 30, 2022, the Company sold 2,326,500 1.00 2,326,500 1,820,369 1.00 1,820,369 Series A Round The Company’s third round of private financing (the “Series A Round”) began in April 2023 and ended in June 2023. During the year ended September 30, 2023, the Company sold 778,000 2.50 1,945,000 Series B Round The Company’s fourth round of private financing (the “Series B Round”) began in December 2023 and ended in January 2024. As of December 31, 2023, the Company received $ 2,106,437 360,000 822,144 3.00 2,466,437 Initial Public Offering (IPO) On May 7, 2024, the Company consummated a firm commitment underwritten initial public offering (the “IPO Offering”) of an aggregate of 2,562,500 4.00 10,250,000 9,000,000 384,375 1,537,500 1,414,500 179,375 179,375 5.00 1,538,405 Subsequent to June 30, 2024, the Company consummated a firm commitment underwritten follow-on offering. See Note 8 for further information. Mezzanine Equity Pursuant to the terms of a subscription agreement (the “Put Right Subscription Agreement”) signed by the Company during the year ended September 30, 2023 as part of the Series A Round, a subscriber (the “Subscriber”) purchased 2,000,000 2.50 5,000,000 NANO NUCLEAR ENERGY INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS As of June 30, 2024 (Unaudited) ASC 480-10-S99-3A provides guidance on the classification and measurement of redeemable securities, which requires classification in temporary equity of securities redeemable for cash or other assets if they are redeemable under certain conditions. One of these conditions is the occurrence of an event that is not solely within the control of the issuer. This condition was applicable up to March 30, 2024, as the Subscriber could have exercised the Put Option and required the Company to redeem the Put Shares since the IPO Registration Statement was not declared effective by the SEC by December 31, 2023. This process involved a significant number of third parties and the SEC’s declaration of effectiveness was ultimately within the SEC’s control. Therefore, this contingently redeemable feature was not considered to be within the control of the Company and was classified within Mezzanine Equity on the accompanying consolidated balance sheet at September 30, 2023. On March 30, 2024, the Subscriber terminated the Put Option at the request of the Company and the amount within Mezzanine Equity was converted to Stockholders’ Equity. Equity-Based Compensation Issuance of Common Stock for Consulting fees During the nine months ended June 30, 2023, the Company issued to two consultants an aggregate of 85,000 85,000 Stock Based Compensation On February 10, 2023, and on June 7, 2023, the Company adopted two distinct stock option plans which are referred to individually, as the 2023 Stock Option Plan #1 and the 2023 Stock Option Plan #2; (collectively, the “2023 Stock Option Plans”). There are 3,370,352 1,758,460 During the nine months ended June 30, 2024, the Company issued 125,000 3.00 125,000 152,457 4.37 1.5 82.5 0 During the year ended September 30, 2023, the Company issued 2,050,000 1.50 1,450,000 200,000 3.00 247,000 60,000 3.00 2,050,000 584,484 4.19 1.5 82.5 0 1,450,000 200,000 1,444,530 4.21 1.5 82.5 0 247,000 60,000 269,989 4.57 1.5 82.5 0 During the nine months ended June 30, 2024 and during the year ended September 30, 2023, the Company’s assumptions utilized in the Black-Scholes valuation were the following: (1) stock price based on recent sales of Common Stock to unrelated parties; (2) estimated the volatility of its underlying stock by using an average of the historical volatility of a group of comparable publicly traded companies; (3) expected dividend yield was calculated using historical dividend amounts; (4) risk-free rate is based on the United States Treasury yield curve in effect at the time of the grant; (5) expected term was estimated based on the vesting and contractual term of the stock option grant. NANO NUCLEAR ENERGY INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS As of June 30, 2024 (Unaudited) The weighted average grant date fair value of stock options issued during the nine months ended June 30, 2024 was $ 1.22 no The weighted average grant date fair value of stock options issued during the year ended September 30, 2023 was $ 0.57 no Option Activity A summary of cumulative option activity under the 2023 Plan is as follows: SCHEDULE OF CUMULATIVE OPTION ACTIVITY Options outstanding Number of shares Weighted average exercise price per share Weighted average contractual term (in years) Aggregate intrinsic value (in thousands) Outstanding – September 30, 2023 4,007,000 $ 2.23 2.54 $ 2,004 Options granted 125,000 3.00 2.96 152 Outstanding – June 30, 2024 4,132,000 $ 2.23 2.54 $ 2,156 Vested during the period 125,000 $ 3.00 2.96 $ 152 Vested at end of period - $ - - $ - Exercisable at the end of period 4,132,000 $ 2.26 2.07 $ 2,156 NANO NUCLEAR ENERGY INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS As of June 30, 2024 (Unaudited) |
RIGHT-OF-USE ASSET AND LEASE LI
RIGHT-OF-USE ASSET AND LEASE LIABILITY | 9 Months Ended |
Jun. 30, 2024 | |
Right-of-use Asset And Lease Liability | |
RIGHT-OF-USE ASSET AND LEASE LIABILITY | 6. RIGHT-OF-USE ASSET AND LEASE LIABILITY As of June 30, 2024, the Company has one long-term operating lease for its corporate headquarters located at 10 Times Square, 30th Floor, New York, New York 10018. Lease components in the Company’s long-term operating lease are accounted for following the guidance in ASC 842 for the capitalization of long-term leases. At June 30, 2024, the lease liability is equal to the present value of the remaining lease payments, discounted using a borrowing rate based on similar debt. Lease activity for the three and nine months ended June 30, 2024 and 2023, was as follows: Balance sheet information related to the Company’s leases is presented below: SCHEDULE OF BALANCE SHEET INFORMATION Operating leases: June 30, 2024 September 30, 2023 Operating right-of-use asset $ 1,872,763 $ — Operating lease liability, current 352,281 — Operating lease liability, long-term 1,618,510 — The following provides details of the Company’s lease expense: SCHEDULE OF OTHER INFORMATION RELATED TO LEASES Lease cost: 2024 2023 2024 2023 Three Months Ended June 30, Nine Months Ended June 30, Lease cost: 2024 2023 2024 2023 Operating lease cost $ 103,263 $ — $ 131,632 $ — Other information related to leases is presented below: SCHEDULE OF OTHER INFORMATION RELATED TO LEASES measurement of lease liabilities: 2024 2023 2024 2023 Cash paid for amounts included in the Three Months Ended June 30, Nine Months Ended June 30, measurement of lease liabilities: 2024 2023 2024 2023 Operating cash outflows from operating leases $ 33,605 $ — $ 33,605 $ — June 30, 2024 Weighted-average discount rate – operating lease 13.5 % Weighted-average remaining lease term – operating lease (in years) 7.3 As of June 30, 2024, the expected annual minimum lease payments of the Company’s operating lease liabilities were as follows: SCHEDULE OF EXPECTED ANNUAL MINIMUM LEASE PAYMENTS For the Years Ended September 30, 2024 $ 100,815 2025 339,411 2026 418,508 2027 428,971 2028 439,695 Thereafter 1,306,255 Total future minimum lease payments, undiscounted 3,033,655 Less: Imputed interest for leases in excess of one year (1,062,864 ) Present value of future minimum lease payments 1,970,791 Less: Current portion of lease liabilities (352,281 ) Total lease liabilities less current portion $ 1,618,510 NANO NUCLEAR ENERGY INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS As of June 30, 2024 (Unaudited) |
ACQUISITION OF ALIP TECHNOLOGY
ACQUISITION OF ALIP TECHNOLOGY | 9 Months Ended |
Jun. 30, 2024 | |
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract] | |
ACQUISITION OF ALIP TECHNOLOGY | 7. ACQUISITION OF ALIP TECHNOLOGY On June 21, 2024, the Company acquired a novel annular linear induction pump (“ALIP”) technology used in small nuclear reactor cooling (“ALIP Acquisition”) from noted physicist, research engineer and project manager Carlos O. Maidana, PhD. In connection with the transaction, Dr. Maidana has agreed to collaborate with the Company as a consultant on further development of the ALIP technology with a view towards achieving SBIR Phase III Award status. These efforts will build on previous Department of Energy (“DOE”) grants for the technology aggregating over $ 1.37 350,000 The ALIP SBIR Phase III project acquired by the Company integrates several previous SBIR efforts, specifically: ● Grant Number DE-SC0019835: Development of a Small Electromagnetic Pump for Molten Salt. ● Grant Number DE-SC0022805: Software for Multiphysics Analysis and Design of Annular Linear Induction Pumps. ● Grant Number DE-SC0013992: Computational Tools for the Design of Liquid Metal Thermomagnetic Systems. As part of this transaction, Dr. Maidana assigned to NANO all intellectual property rights associated with the ALIP technology and product, his work on the foregoing grants and the proposal for the SBIR Phase III program. As consideration for the ALIP Acquisition, the Company (i) issued 50,000 50,000 50,000 50,000 The ALIP Acquisition was recorded at its fair value as of June 21, 2024. The total purchase price was approximately $ 1.67 SCHEDULE OF ALIP ACQUISITION Total Cash (paid on closing) $ 50,000 Common shares (issued on closing) 786,500 Contingent cash 50,000 Contingent common shares (fair value at closing) 786,500 Total purchase price $ 1,673,000 As of June 21, 2024, the contingent cash and common shares obligation was recorded at its fair value of $ 836,500 1,222,000 385,500 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Jun. 30, 2024 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | 8. SUBSEQUENT EVENTS The Company has evaluated all events or transactions that occurred after June 30, 2024, through the date that the condensed consolidated interim financial statements were issued. During this period, there were no material subsequent events requiring disclosure except as stated as follows: On July 15, 2024, the Company consummated a firm commitment underwritten follow-on public offering (the “Follow-on Offering”) of an aggregate of 900,000 900,000 900,000 450,000 20.00 18.0 135,000 135,0000 67,500 On July 16, 2024, the underwriter exercised the Follow-on Over-allotment Option in full with respect to the Follow-on Over-allotment Shares, and on July 18, 2024, the closing of the purchase of the Follow-on Over-Allotment Shares occurred, generating gross proceeds to the Company of approximately $ 2.70 2.48 Between July 15, 2024 and August 13, 2024, 127,550 63,775 20.00 1,275,500 25,000 25,000 1.50 37,500 |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Jun. 30, 2024 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited interim condensed consolidated interim financial statements have been prepared in accordance with U.S. GAAP for interim financial reporting and the rules and regulations of the Securities and Exchange Commission (“SEC”). References to ASC and ASU included herein refer to the Accounting Standards Codification and Accounting Standards Update established by the Financial Accounting Standards Board (“FASB”) as the source of authoritative U.S. GAAP. All intercompany balances and transactions have been eliminated in consolidation. In management’s opinion, the unaudited interim condensed consolidated financial statements have been prepared on the same basis as the Company’s annual audited consolidated financial statements. They include all adjustments, consisting of only normal recurring adjustments, necessary for the fair statement of the Company’s financial position as of June 30, 2024, and its results of operations for the three and nine months ended June 30, 2024 and 2023 and cash flows for the nine months ended June 30, 2024 and 2023. The results for the three and nine months ended June 30, 2024 are not necessarily indicative of the results expected for the year or any other periods. The condensed consolidated balance sheet as of September 30, 2023 has been derived from the Company’s audited financial statements. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash equivalents represent short-term, highly liquid investments, which are readily convertible to cash and have maturities of three months or less at time of purchase, while cash equivalents with an initial maturity of between three and twelve months at time of purchase are considered short-term investments. The Company’s cash equivalents consist of certificates of deposit, are classified as held-to-maturity, and the estimated fair value of the investment approximates its amortized cost. NANO NUCLEAR ENERGY INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS As of June 30, 2024 (Unaudited) |
Use of Estimates | Use of Estimates The preparation of condensed consolidated interim financial statements in conformity with GAAP requires management to make certain estimates, judgments and assumptions. The Company believes that the estimates, judgments and assumptions made when accounting for items and matters such as, but not limited to, equity-based compensation and contingencies are reasonable, based on information available at the time they are made. These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities as of the date of the condensed consolidated interim financial statements, as well as amounts reported on the statements of operations during the periods presented. Actual results could differ from those estimates. |
Fair Value Measurement | Fair Value Measurement The Company measures certain financial assets and liabilities at fair value. Fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, the Company uses a three-level hierarchy, which prioritizes fair value measurements based on the types of inputs used for the various valuation techniques (market approach, income approach and cost approach). The levels of hierarchy are described below: Level 1 – Quoted prices in active markets for identical instruments. Level 2 – Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets. Level 3 – Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability. Financial assets and liabilities are classified in their entirety based on the most stringent level of input that is significant to the fair value measurement. The carrying amount of certain financial instruments, including prepaid expenses and accounts payable approximates fair value due to their short maturities. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash. The Company maintains its cash balances at a financial institution and such amounts exceeded federally insured limits at June 30, 2024 and September 30, 2023. 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. |
Prepaid Expenses | Prepaid Expenses Prepaid expenses primarily relate to payments made to consultants and vendors in advance of the service being provided. |
Leases | Leases The Company recognizes right-of-use (ROU) assets and lease liabilities for leases with terms greater than 12 months. Leases are classified as either finance or operating leases. This classification dictates whether lease expense is recognized based on an effective interest method or on a straight-line basis over the term of the lease. As of June 30, 2024, the Company has one short-term operating lease and one long-term operating lease. As of September 30, 2023, the Company had one short-term operating lease. Long-term leases (leases with initial terms greater than 12 months) are capitalized at the present value of the minimum lease payments not yet paid. The Company uses its incremental borrowing rate to determine the present value of the lease when the rate implicit in the lease is not readily determinable. Short-term leases (leases with an initial term of 12 months or less or leases that are cancelable by the lessee and lessor without significant penalties) are not capitalized but are expensed on a straight-line basis over the lease term. The Company’s short-term lease relates to office facilities which did not meet the criteria for capitalization as of June 30, 2024 and September 30, 2023. NANO NUCLEAR ENERGY INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS As of June 30, 2024 (Unaudited) |
Mezzanine Equity | Mezzanine Equity The Company recognized a tranche of shares of Common Stock as mezzanine equity since such shares were redeemable at the option of the holder, but not mandatorily redeemable. On March 30, 2024, the Company amended its subscription agreement with the holder of such shares to terminate the redemption right, which resulted in a conversion of such shares from mezzanine equity to stockholders’ equity. See Note 5 for further information. |
Equity-Based Compensation | Equity-Based Compensation Equity-based compensation is measured using a fair value-based method for all equity-based awards. The cost of awarded equity instruments is recognized based on each instrument’s grant-date fair value over the period during which the award vests. Equity-based compensation is recorded as either a general and administrative expense or a research and development expense in the condensed consolidated statements of operations. |
Research and Development | Research and Development Research and Development (“R&D”) expenses represent costs incurred for designing and engineering products, including the costs of developing design tools, as well as the costs to acquire technology and other assets from third parties. All research and development costs related to product development are expensed as incurred. |
Advertising Costs | Advertising Costs Advertising costs are expensed as incurred and are recognized as a component of general and administrative expenses on the condensed consolidated statements of operations. Advertising costs expensed were $ 227,361 833,589 128,339 305,912 |
Legal Contingencies | Legal Contingencies The Company is not aware of any pending legal proceedings against the Company. The Company records liabilities for losses from legal proceedings when it determines that it is probable that the outcome in a legal proceeding will be unfavorable, and the amount of loss can be reasonably estimated. |
Income Taxes | Income Taxes Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the consolidated financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets, including tax loss and credit carry forwards, and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is recorded when it is “more likely-than-not” that deferred tax assets will not be realized. On a regular basis, the Company evaluates the recoverability of deferred tax assets and the need for a valuation allowance. Such evaluations involve the application of significant judgment. The Company considers multiple factors in its evaluation of the need for a valuation allowance. The Company’s net deferred tax assets consist primarily of assets related to net operating losses. The Company’s net operating losses and credits have an indefinite life for federal net operating losses (“NOLs”) generated through June 30, 2024. At June 30, 2024 and September 30, 2023, the Company recorded a full valuation allowance on its deferred tax assets in the amount of approximately $ 3,580,000 1,971,000 0.0 21 NANO NUCLEAR ENERGY INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS As of June 30, 2024 (Unaudited) Until an appropriate level of profitability is attained, the Company expects to maintain a full valuation allowance on its deferred tax assets. Any tax benefits or tax expense recorded on its consolidated statements of operations will be offset with a corresponding valuation allowance until such time that the Company changes its determination related to the realization of deferred tax assets. In the event that the Company changes its determination as to the amount of deferred tax assets that can be realized, the Company will adjust its valuation allowance with a corresponding impact to the provision for income taxes in the period in which such a determination is made. For uncertain tax positions that meet a “more likely-than-not” threshold, the Company recognizes the benefit of uncertain tax positions in the condensed consolidated interim financial statements. The Company’s practice is to recognize interest and penalties, if any, related to uncertain tax positions in income tax expense in the consolidated statements of operations. The Company’s 2023 tax returns remain subject to examination by taxing jurisdictions. At June 30, 2024 and September 30, 2023, the Company does not believe it has any uncertain tax positions that would require either recognition or disclosure in the accompanying condensed consolidated interim financial statements. |
Net Loss per Share | Net Loss per Share Basic net income (loss) per share is computed by dividing net income (loss) attributable to the Company by the weighted average number of shares of Common Stock outstanding during the period. Diluted net income (loss) per share is computed based on the weighted average number of shares of Common Stock outstanding plus the effect of dilutive potential shares of Common Stock outstanding during the period. During the periods when there is a net loss, potentially dilutive shares of Common Stock are excluded from the calculation of diluted net loss per share as their effect is anti-dilutive. During the three and nine months ended June 30, 2024 and 2023, there were no dilutive shares issued or outstanding. |
Operating Segments | Operating Segments For the three and nine months ended June 30, 2024 and 2023, the Company was managed as a single operating segment in accordance with the provisions in the Financial Accounting Standards Board (“FASB”) guidance on segment reporting, which establishes standards for, and requires disclosure of, certain financial information related to reportable operating segments and geographic regions. Furthermore, the Company determined that the Company’s Chairman and President is the Chief Operating Decision Maker as he is responsible for making decisions regarding the allocation of resources and assessing performance as well as for strategic operational decisions and managing the organization as a whole. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements The Company considers the applicability and impact of all Accounting Standards Updates issued by the FASB. There are no accounting pronouncements which have been issued but are not yet effective that would have a material impact on our current condensed consolidated interim financial statements. |
EQUITY (Tables)
EQUITY (Tables) | 9 Months Ended |
Jun. 30, 2024 | |
Equity [Abstract] | |
SCHEDULE OF CUMULATIVE OPTION ACTIVITY | A summary of cumulative option activity under the 2023 Plan is as follows: SCHEDULE OF CUMULATIVE OPTION ACTIVITY Options outstanding Number of shares Weighted average exercise price per share Weighted average contractual term (in years) Aggregate intrinsic value (in thousands) Outstanding – September 30, 2023 4,007,000 $ 2.23 2.54 $ 2,004 Options granted 125,000 3.00 2.96 152 Outstanding – June 30, 2024 4,132,000 $ 2.23 2.54 $ 2,156 Vested during the period 125,000 $ 3.00 2.96 $ 152 Vested at end of period - $ - - $ - Exercisable at the end of period 4,132,000 $ 2.26 2.07 $ 2,156 |
RIGHT-OF-USE ASSET AND LEASE _2
RIGHT-OF-USE ASSET AND LEASE LIABILITY (Tables) | 9 Months Ended |
Jun. 30, 2024 | |
Right-of-use Asset And Lease Liability | |
SCHEDULE OF BALANCE SHEET INFORMATION | Balance sheet information related to the Company’s leases is presented below: SCHEDULE OF BALANCE SHEET INFORMATION Operating leases: June 30, 2024 September 30, 2023 Operating right-of-use asset $ 1,872,763 $ — Operating lease liability, current 352,281 — Operating lease liability, long-term 1,618,510 — |
SCHEDULE OF OTHER INFORMATION RELATED TO LEASES | The following provides details of the Company’s lease expense: SCHEDULE OF OTHER INFORMATION RELATED TO LEASES Lease cost: 2024 2023 2024 2023 Three Months Ended June 30, Nine Months Ended June 30, Lease cost: 2024 2023 2024 2023 Operating lease cost $ 103,263 $ — $ 131,632 $ — |
SCHEDULE OF OTHER INFORMATION RELATED TO LEASES | Other information related to leases is presented below: SCHEDULE OF OTHER INFORMATION RELATED TO LEASES measurement of lease liabilities: 2024 2023 2024 2023 Cash paid for amounts included in the Three Months Ended June 30, Nine Months Ended June 30, measurement of lease liabilities: 2024 2023 2024 2023 Operating cash outflows from operating leases $ 33,605 $ — $ 33,605 $ — June 30, 2024 Weighted-average discount rate – operating lease 13.5 % Weighted-average remaining lease term – operating lease (in years) 7.3 |
SCHEDULE OF EXPECTED ANNUAL MINIMUM LEASE PAYMENTS | As of June 30, 2024, the expected annual minimum lease payments of the Company’s operating lease liabilities were as follows: SCHEDULE OF EXPECTED ANNUAL MINIMUM LEASE PAYMENTS For the Years Ended September 30, 2024 $ 100,815 2025 339,411 2026 418,508 2027 428,971 2028 439,695 Thereafter 1,306,255 Total future minimum lease payments, undiscounted 3,033,655 Less: Imputed interest for leases in excess of one year (1,062,864 ) Present value of future minimum lease payments 1,970,791 Less: Current portion of lease liabilities (352,281 ) Total lease liabilities less current portion $ 1,618,510 |
ACQUISITION OF ALIP TECHNOLOGY
ACQUISITION OF ALIP TECHNOLOGY (Tables) | 9 Months Ended |
Jun. 30, 2024 | |
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract] | |
SCHEDULE OF ALIP ACQUISITION | The ALIP Acquisition was recorded at its fair value as of June 21, 2024. The total purchase price was approximately $ 1.67 SCHEDULE OF ALIP ACQUISITION Total Cash (paid on closing) $ 50,000 Common shares (issued on closing) 786,500 Contingent cash 50,000 Contingent common shares (fair value at closing) 786,500 Total purchase price $ 1,673,000 |
ORGANIZATION AND OPERATIONS A_2
ORGANIZATION AND OPERATIONS AND BASIS OF PRESENTATION (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2024 | Jun. 30, 2023 | Sep. 30, 2023 | |
Subsidiary, Sale of Stock [Line Items] | ||||||
common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
[custom:WorkingCapital-0] | $ 12,513,828 | $ 12,513,828 | $ 12,513,828 | $ 6,933,647 | ||
Retained Earnings (Accumulated Deficit) | (14,942,045) | (14,942,045) | (14,942,045) | (7,282,225) | ||
Net Income (Loss) Attributable to Parent | $ (4,668,247) | $ (2,699,650) | (7,659,820) | $ (4,904,229) | (6,250,401) | |
Net Cash Provided by (Used in) Operating Activities | (5,953,795) | (2,691,775) | $ (3,867,573) | |||
Proceeds | 18,000,000 | $ 14,253,937 | $ 8,765,369 | |||
Over-Allotment Option [Member] | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Proceeds | $ 2,700,000 |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Sep. 30, 2023 | |
Accounting Policies [Abstract] | |||||
Advertising costs expensed | $ 227,361 | $ 128,339 | $ 833,589 | $ 305,912 | |
Deferred tax assets | $ 3,580,000 | $ 3,580,000 | $ 1,971,000 | ||
Effective tax rate | 0% | 0% | 0% | 0% | |
Federal statutory rate | 21% | 21% | 21% | 21% |
OTHER INCOME (Details Narrative
OTHER INCOME (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Other Income and Expenses [Abstract] | ||||
Interest income | $ 38,372 | $ 1,753 | $ 109,559 | $ 1,753 |
RELATED PARTIES (Details Narrat
RELATED PARTIES (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Sep. 30, 2023 | |
Related Party [Member] | |||||
Related Party Transaction [Line Items] | |||||
Due to related parties | $ 35,000 | ||||
Officers and Directors [Member] | |||||
Related Party Transaction [Line Items] | |||||
Aggregate compensation paid | $ 345,000 | $ 110,000 | $ 635,000 | $ 315,000 |
SCHEDULE OF CUMULATIVE OPTION A
SCHEDULE OF CUMULATIVE OPTION ACTIVITY (Details) - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | 12 Months Ended |
Jun. 30, 2024 | Sep. 30, 2023 | |
Equity [Abstract] | ||
Number of shares, outstanding, beginning | 4,007,000 | |
Weighted average exercise price per share, outstanding, beginning | $ 2.23 | |
Weighted average contractual term (in years), outstanding | 2 years 6 months 14 days | 2 years 6 months 14 days |
Aggregate intrinsic value, outstanding, beginning | $ 2,004 | |
Number of shares, granted | 125,000 | |
Weighted average exercise price per share, granted | $ 3 | |
Weighted average contractual term (in years), granted | 2 years 11 months 15 days | |
Aggregate intrinsic value, granted | $ 152,000 | |
Number of shares, outstanding, ending | 4,132,000 | 4,007,000 |
Weighted average exercise price per share, outstanding, ending | $ 2.23 | $ 2.23 |
Aggregate intrinsic value, outstanding, ending | $ 2,156 | $ 2,004 |
Number of shares, outstanding, Vested during the period | 125,000 | |
Weighted average exercise price per share, Vested during the period | $ 3 | |
Weighted average contractual term (in years), Vested during the period | 2 years 11 months 15 days | |
Aggregate intrinsic value, Vested during the period | $ 152 | |
Number of shares, outstanding, Vested at end of period | 125,000 | |
Weighted average exercise price per share, Vested at end of period | $ 3 | |
Weighted average contractual term (in years), Vested at end of period | ||
Aggregate intrinsic value, Vested at end of period | $ 152 | |
Number of shares, outstanding , Exercisable at the end of period | 4,132,000 | |
Weighted average exercise price per share, Exercisable at the end of period | $ 2.26 | |
Weighted average contractual term (in years), Exercisable at the end of period | 2 years 25 days | |
Aggregate intrinsic value, Exercisable at the end of period | $ 2,156 |
EQUITY (Details Narrative)
EQUITY (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||
May 22, 2024 | May 07, 2024 | Sep. 30, 2023 | Jun. 07, 2023 | Feb. 10, 2023 | Sep. 30, 2022 | Jan. 31, 2024 | Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2024 | Jun. 30, 2023 | Sep. 30, 2023 | Dec. 31, 2023 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||
Common stock, shares authorized | 100,000,000 | 275,000,000 | 275,000,000 | 275,000,000 | 100,000,000 | |||||||||
Preferred stock, shares authorized | 100,000,000 | 25,000,000 | 25,000,000 | 25,000,000 | 100,000,000 | |||||||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||
Preferred stock, shares outstanding | 0 | 0 | 0 | 0 | 0 | |||||||||
Common stock, voting rights | Common Stock are entitled to one vote per share. | |||||||||||||
Issued common stock | $ 11,787,500 | $ 1,945,000 | $ 14,253,937 | $ 3,765,369 | ||||||||||
Issuance of common stock | $ 18,000,000 | 14,253,937 | 8,765,369 | |||||||||||
Additional paid in capital issuance costs | 1,538,405 | 1,538,405 | ||||||||||||
Temporary equity, shares issued | 2,000,000 | 2,000,000 | ||||||||||||
Temporary equity, redemption price per share | $ 2.50 | $ 2.50 | ||||||||||||
Temporary equity, carrying amount, attributable to parent | $ 5,000,000 | $ 5,000,000 | ||||||||||||
Exercise price per share | $ 2.23 | $ 2.23 | $ 2.23 | $ 2.23 | $ 2.23 | |||||||||
Risk free interest rate | 4.37% | |||||||||||||
Expected life of options | 1 year 6 months | |||||||||||||
Estimated volatility | 82.50% | |||||||||||||
Dividend rate | 0% | |||||||||||||
Fair value of stock options issued, per share | $ 1.22 | $ 0.57 | ||||||||||||
Stock compensation expense | $ 0 | $ 0 | ||||||||||||
IPO [Member] | ||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||
Number of shares issued | 2,562,500 | |||||||||||||
Price per share | $ 4 | |||||||||||||
Proceeds from issuance initial public offering | $ 10,250,000 | |||||||||||||
Proceeds from, net of issuance cost | $ 9,000,000 | |||||||||||||
Warrant exercise price per share | $ 5 | |||||||||||||
Additional paid in capital issuance costs | $ 1,538,405 | 1,538,405 | ||||||||||||
Over-Allotment Option [Member] | ||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||
Issuance of common stock | $ 2,700,000 | |||||||||||||
Number of shares issued | 384,375 | |||||||||||||
Proceeds from issuance initial public offering | $ 1,537,500 | |||||||||||||
Proceeds from, net of issuance cost | $ 1,414,500 | |||||||||||||
Number of shares purchase of warrants | 179,375 | |||||||||||||
Common Stock [Member] | ||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||
Issued common stock | $ 294 | 78 | $ 376 | $ 260 | ||||||||||
Number of shares issued | 2,946,875 | 3,769,019 | 2,598,369 | |||||||||||
Additional paid in capital issuance costs | ||||||||||||||
Stock options, vested | 125,000 | |||||||||||||
Exercise price per share | $ 3 | $ 3 | $ 3 | |||||||||||
Stock option value | $ 152,457 | |||||||||||||
Common Stock [Member] | Expired on June 7, 2026 [Member] | ||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||
Stock options, vested | 200,000 | |||||||||||||
Common Stock [Member] | Expired on August 30, 2026 [Member] | ||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||
Stock options, vested | 60,000 | |||||||||||||
Common Stock [Member] | 2023 Stock Option Plan #1 [Member] | ||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||
Common stock available for issuance | 3,370,352 | |||||||||||||
Common Stock [Member] | 2023 Stock Option Plan #1 [Member] | Expired on February 10, 2026 [Member] | ||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||
Stock options, vested | 2,050,000 | |||||||||||||
Exercise price per share | 1.50 | $ 1.50 | ||||||||||||
Stock option value | $ 584,484 | |||||||||||||
Risk free interest rate | 4.19% | |||||||||||||
Expected life of options | 1 year 6 months | |||||||||||||
Estimated volatility | 82.50% | |||||||||||||
Dividend rate | 0% | |||||||||||||
Common Stock [Member] | 2023 Stock Option Plan 2 [Member] | ||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||
Common stock available for issuance | 1,758,460 | |||||||||||||
Common Stock [Member] | 2023 Stock Option Plan 2 [Member] | Expired on June 7, 2026 [Member] | ||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||
Stock options, vested | 1,450,000 | |||||||||||||
Exercise price per share | 3 | $ 3 | ||||||||||||
Stock option value | $ 1,444,530 | |||||||||||||
Risk free interest rate | 4.21% | |||||||||||||
Expected life of options | 1 year 6 months | |||||||||||||
Estimated volatility | 82.50% | |||||||||||||
Dividend rate | 0% | |||||||||||||
Common Stock [Member] | 2023 Stock Option Plan 2 [Member] | Expired on August 30, 2026 [Member] | ||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||
Stock options, vested | 247,000 | |||||||||||||
Exercise price per share | $ 3 | $ 3 | ||||||||||||
Stock option value | $ 269,989 | |||||||||||||
Risk free interest rate | 4.57% | |||||||||||||
Expected life of options | 1 year 6 months | |||||||||||||
Estimated volatility | 82.50% | |||||||||||||
Dividend rate | 0% | |||||||||||||
Common Stock [Member] | Private Placement [Member] | Seed Round [Member] | ||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||
Sale of common stock | 7,500,000 | |||||||||||||
Share price | $ 0.05 | |||||||||||||
Proceeds from issuance of private placement | $ 375,000 | |||||||||||||
Common Stock [Member] | Private Placement [Member] | Angel Round [Member] | ||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||
Sale of common stock | 1,820,369 | 2,326,500 | ||||||||||||
Share price | $ 1 | $ 1 | $ 1 | |||||||||||
Proceeds from issuance of private placement | $ 1,820,369 | $ 2,326,500 | ||||||||||||
Common Stock [Member] | Private Placement [Member] | Series A Round [Member] | ||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||
Sale of common stock | 778,000 | |||||||||||||
Share price | $ 2.50 | $ 2.50 | ||||||||||||
Proceeds from issuance of private placement | $ 1,945,000 | |||||||||||||
Common Stock [Member] | Private Placement [Member] | Series B Round [Member] | ||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||
Sale of common stock | 822,144 | |||||||||||||
Share price | $ 3 | |||||||||||||
Proceeds from issuance of private placement | $ 2,466,437 | |||||||||||||
Common stock, value subscriptions | $ 360,000 | $ 2,106,437 | ||||||||||||
Common Stock [Member] | Founder and President [Member] | ||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||
Issued common stock | 10,000,000 | |||||||||||||
Common Stock [Member] | Founder Chairman And President [Member] | ||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||
Issuance of common stock | 50,000 | |||||||||||||
Common Stock [Member] | Two Consultants [Member] | ||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||
Number of shares issued for services | 85,000 | |||||||||||||
Number of shares issued, value | $ 85,000 | |||||||||||||
Warrant [Member] | ||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||
Number of shares purchase of warrants | 179,375 | |||||||||||||
Temporary Equity [Member] | ||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||
Issued common stock | ||||||||||||||
Additional paid in capital issuance costs | ||||||||||||||
Temporary equity, carrying amount, attributable to parent | $ 5,000,000 | $ 5,000,000 |
SCHEDULE OF BALANCE SHEET INFOR
SCHEDULE OF BALANCE SHEET INFORMATION (Details) - USD ($) | Jun. 30, 2024 | Sep. 30, 2023 |
Right-of-use Asset And Lease Liability | ||
Operating right-of-use asset | $ 1,872,763 | |
Operating lease liability, current | 352,281 | |
Operating lease liability, long-term | $ 1,618,510 |
SCHEDULE OF OTHER INFORMATION R
SCHEDULE OF OTHER INFORMATION RELATED TO LEASES (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Right-of-use Asset And Lease Liability | ||||
Operating lease cost | $ 103,263 | $ 131,632 | ||
Operating cash outflows from operating leases | $ 33,605 | $ 33,605 | ||
Weighted-average discount rate | 13.50% | 13.50% | ||
Weighted-average remaining lease term | 7 years 3 months 18 days | 7 years 3 months 18 days |
SCHEDULE OF EXPECTED ANNUAL MIN
SCHEDULE OF EXPECTED ANNUAL MINIMUM LEASE PAYMENTS (Details) - USD ($) | Jun. 30, 2024 | Sep. 30, 2023 |
Right-of-use Asset And Lease Liability | ||
2024 | $ 100,815 | |
2025 | 339,411 | |
2026 | 418,508 | |
2027 | 428,971 | |
2028 | 439,695 | |
Thereafter | 1,306,255 | |
Total future minimum lease payments, undiscounted | 3,033,655 | |
Less: Imputed interest for leases in excess of one year | (1,062,864) | |
Present value of future minimum lease payments | 1,970,791 | |
Less: Current portion of lease liabilities | (352,281) | |
Total lease liabilities less current portion | $ 1,618,510 |
SCHEDULE OF ALIP ACQUISITION (D
SCHEDULE OF ALIP ACQUISITION (Details) | Jun. 21, 2024 USD ($) |
Business Acquisition [Line Items] | |
Total purchase price | $ 1,670,000 |
ALIP Technology [Member] | |
Business Acquisition [Line Items] | |
Total purchase price | 1,673,000 |
Cash (paid on closing) | 50,000 |
Common shares (issued on closing) | 786,500 |
Contingent cash | 50,000 |
Contingent common shares (fair value at closing) | $ 786,500 |
ACQUISITION OF ALIP TECHNOLOG_2
ACQUISITION OF ALIP TECHNOLOGY (Details Narrative) - USD ($) | 9 Months Ended | |||
Jul. 21, 2024 | Jun. 21, 2024 | Jun. 30, 2024 | Sep. 30, 2023 | |
Business Acquisition [Line Items] | ||||
Number of shares issued for acquisitions | 50,000 | |||
Contingent cash | $ 836,500 | |||
Contingent consideration | $ 1,222,000 | |||
Revaluation expense | $ 385,500 | |||
ALIP Technology [Member] | ||||
Business Acquisition [Line Items] | ||||
Proceeds from previous acquisitions | $ 1,370,000 | |||
Number of shares issued for acquisitions | 50,000 | |||
Business combination cash consideration | $ 50,000 | |||
ALIP Technology [Member] | Dr Maidana [Member] | ||||
Business Acquisition [Line Items] | ||||
Number of shares issued for acquisitions | 50,000 | |||
Business combination cash consideration | $ 50,000 | |||
ALIP Technology [Member] | Dr Maidana [Member] | Consulting Agreement [Member] | ||||
Business Acquisition [Line Items] | ||||
Proceeds from previous acquisitions | $ 350,000 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||||
Jul. 16, 2024 | Jul. 15, 2024 | May 22, 2024 | May 07, 2024 | Aug. 13, 2024 | Jun. 30, 2024 | Jun. 30, 2024 | Jun. 30, 2023 | |
IPO [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Number of shares issued | 2,562,500 | |||||||
Offering price | $ 4 | |||||||
Gross proceeds | $ 10,250,000 | |||||||
Proceeds from issuance or sale of equity | $ 9,000,000 | |||||||
Warrant exercise price per shares | $ 5 | |||||||
Over-Allotment Option [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Warrants to purchase shares | 179,375 | |||||||
Number of shares issued | 384,375 | |||||||
Warrants to purchase shares | 135 | |||||||
Gross proceeds | $ 1,537,500 | |||||||
Proceeds from issuance or sale of equity | $ 1,414,500 | |||||||
Subsequent Event [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Warrants to purchase shares | 127,550 | |||||||
Warrant exercise price per shares | $ 20 | |||||||
Gross proceeds | $ 1,275,500 | |||||||
Proceeds from stock option exercised | $ 37,500 | |||||||
Subsequent Event [Member] | IPO [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Warrants to purchase shares | 450,000 | |||||||
Number of shares issued | 900,000 | |||||||
Warrants to purchase shares | 900,000 | |||||||
Offering price | $ 20 | |||||||
Gross proceeds | $ 18,000,000 | |||||||
Subsequent Event [Member] | Over-Allotment Option [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Warrants to purchase shares | 67,500 | |||||||
Number of shares issued | 135,000 | |||||||
Gross proceeds | $ 2,700,000 | |||||||
Proceeds from issuance or sale of equity | $ 2,480,000 | |||||||
Subsequent Event [Member] | Sock Option [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Warrants to purchase shares | 25,000 | |||||||
Common Stock [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Number of shares issued | 2,946,875 | 3,769,019 | 2,598,369 | |||||
Common Stock [Member] | Subsequent Event [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Warrants to purchase shares | 63,775 | |||||||
Common Stock [Member] | Subsequent Event [Member] | IPO [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Warrants to purchase shares | 900,000 | |||||||
Warrant [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Warrants to purchase shares | 179,375 | |||||||
Warrant [Member] | Subsequent Event [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Warrants to purchase shares | 25,000 | |||||||
Warrant exercise price per shares | $ 1.50 |