Telomir Pharmaceuticals, Inc. Common Stock (TELO) 10-K 29 Mar 24 2023 FY Annual report Financial data

Cover

Cover - USD ($)	12 Months Ended
	Dec. 31, 2023	Mar. 28, 2024	Jun. 30, 2023
Cover [Abstract]
Document Type	10-K
Amendment Flag	false
Document Annual Report	true
Document Transition Report	false
Document Period End Date	Dec. 31, 2023
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2023
Current Fiscal Year End Date	--12-31
Entity File Number	001-31361
Entity Registrant Name	Telomir Pharmaceuticals, Inc.
Entity Central Index Key	0001971532
Entity Tax Identification Number	87-2606031
Entity Incorporation, State or Country Code	FL
Entity Address, Address Line One	855 N Wolfe Street
Entity Address, Address Line Two	Suite 601
Entity Address, City or Town	Baltimore
Entity Address, State or Province	MD
Entity Address, Postal Zip Code	21205
City Area Code	737
Local Phone Number	289-0835
Title of 12(b) Security	Common stock, no par value
Trading Symbol	TELO
Security Exchange Name	NASDAQ
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	No
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Entity Shell Company	false
Entity Public Float			$ 0
Entity Common Stock, Shares Outstanding		29,609,814
ICFR Auditor Attestation Flag	true
Document Financial Statement Error Correction [Flag]	false
Auditor Firm ID	677
Auditor Name	Cherry Bekaert LLP
Auditor Location	Tampa, Florida

Balance Sheets

Balance Sheets - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Current assets:
Cash	$ 1,231	$ 1,419
Deferred offering costs	303,281	47,311
Prepaid expenses	713
Due from related parties	130,000
Total other current assets	435,225	48,730
Deferred Financing Costs	4,338,543
Total assets	4,773,768	48,730
Current liabilities:
Trade accounts payable and accrued liabilities	707,187	404,221
Due to related parties	527,377	581,787
Related party line of credit	101,000
Total current liabilities	1,335,564	986,008
Total liabilities	1,335,564	986,008
Stockholders’ Equity (Deficit)
Preferred Stock, no par value, 100,000,000 shares authorized and none issued or outstanding.
Common Stock, no par value; 300,000,000 shares authorized, 28,609,814 and 26,829,269 shares issued and outstanding at December 31, 2023 and December 31, 2022, respectively.
Additional paid-in capital	17,502,346	55,000
Accumulated deficit	(14,064,142)	(992,278)
Total stockholders’ equity (deficit)	3,438,204	(937,278)
Total liabilities and stockholders’ deficit	$ 4,773,768	$ 48,730

Balance Sheets (Parenthetical)

Balance Sheets (Parenthetical) - $ / shares	Dec. 31, 2023	Dec. 31, 2022
Statement of Financial Position [Abstract]
Preferred stock, par value	$ 0	$ 0
Preferred stock, shares authorized	100,000,000	100,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, par value	$ 0	$ 0
Common stock, shares authorized	300,000,000	300,000,000
Common stock, shares issued	28,609,814	26,829,269
Common stock, shares outstanding	28,609,814	26,829,269

Statements of Operations

Statements of Operations - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Income Statement [Abstract]
Revenues
Operating costs:
General and administrative expenses	600,192	20,941
Related party travel costs	1,767,550
Research and development expenses	1,574,306	833,206
Total operating costs	3,942,048	854,147
Interest expense	(1,643,049)
Loss on extinguishment of debt	(7,486,767)
Net loss	$ (13,071,864)	$ (854,147)
Basic loss per share	$ (0.48)	$ (0.03)
Diluted loss per share	$ (0.45)	$ (0.03)
Weighted average common stock shares outstanding basic	27,304,724	26,829,284
Weighted average common stock shares outstanding basic	29,017,857	26,829,284

Statements of Stockholders' Equ

Statements of Stockholders' Equity (Deficit) - USD ($)	Common Stock [Member]	Additional Paid-in Capital [Member]	Stock Subscription Receivable [Member]	Retained Earnings [Member]	Total
Balances at Dec. 31, 2021		$ 55,000	$ (55,000)	$ (138,131)	$ (138,131)
Balance, shares at Dec. 31, 2021	26,829,269
Collection of stock subscription receivable			55,000		55,000
Net loss				(854,147)	(854,147)
Balances at Dec. 31, 2022		55,000		(992,278)	(937,278)
Balance, shares at Dec. 31, 2022	26,829,269
Net loss				(13,071,864)	(13,071,864)
Issuance of common stock, net		910,000			910,000
Issuance of common stock, net, shares	268,025
Debt conversion to common stock		10,587,346			10,587,346
Debt conversion to common stock, shares	1,512,478
Shares added for fractional shares pursuant to reverse stock split
Shares added for fractional shares pursuant to reverse stock split, shares	42
Issuance of Warrants		5,950,000			5,950,000
Balances at Dec. 31, 2023		$ 17,502,346		$ (14,064,142)	$ 3,438,204
Balance, shares at Dec. 31, 2023	28,609,814

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	$ (13,071,864)	$ (854,147)
Adjustments to reconcile net loss to net cash from operations
Loss on extinguishment of debt	7,486,767
Amortization of debt issuance costs	1,611,458
Change in operating assets and liabilities:
Accounts payable and accrued expenses	114,556	385,486
Prepaid expenses	(713)
Net cash flows used in operating activities	(3,859,796)	(468,661)
Financing activities:
Payment of deferred offering costs	(255,970)	(47,311)
Borrowings to related party	(54,410)	462,391
Borrowings from related party	1,717,574
Borrowings under related party line of credit	1,452,414
Collection of stock subscription receivable		55,000
Proceeds from sale of common stock	1,000,000
Net cash flows provided by financing activities	3,859,608	470,080
Net change in cash	(188)	1,419
Cash, beginning of year	1,419
Cash, end of year	1,231	1,419
Cash paid for interest
Supplemental schedule of non-cash financing activities:
Issuance of warrants on related party line of credit	5,950,000
Accrued offering expense	90,000
Debt conversion to common stock	3,100,579
Advances to affiliates	$ 130,000

Condensed Statements of Cash Fl

Condensed Statements of Cash Flows (Parenthetical)	12 Months Ended
	Dec. 31, 2023 USD ($) shares
deferred finance costs	$ 5,950,000
Accrued fee	90,000
Related party debt	(54,410)
Debt conversion	(7,486,767)
Amounts due from related parties	130,000
Related Party [Member]
Amounts due from related parties	130,000
Private Placement [Member]
Accrued fee	$ 1,000,000
Purchase of common stock | shares	268,025
Bay Shore Trust [Member]
Fair value of total warrants issued | shares	2,439,025
deferred finance costs	$ 5,950,000
Advances received for conversion	$ 1,400,000
Advances received for conversion, shares | shares	674,637
Debt conversion	$ 7,486,767
Miralogx LLC [Member]
Advances received for conversion	$ 1,700,000
Advances received for conversion, shares | shares	837,841
Debt conversion	$ 7,486,767

Description of business and sum

Description of business and summary of significant accounting policies	12 Months Ended
	Dec. 31, 2023
Accounting Policies [Abstract]
Description of business and summary of significant accounting policies	Note 1. Description of business and summary of significant accounting policies Overview Telomir Pharmaceuticals, Inc. (“Telomir” or the “Company” and formerly known as Metallo Therapies, Inc.) was formed in August 2021 and is a Florida-based early pre-clinical stage biopharmaceutical company that is developing its product candidate, TELOMIR-1, a novel small molecule being developed to function as an oral in situ As such, TELOMIR-1 is under investigation to potentially provide a therapeutic intervention against age-related inflammatory conditions such osteoarthritis and hemochromatosis, as well as for post-chemotherapy recovery, by interrupting and preventing the IL-17 induced inflammatory pathways that create the systemic imbalance of cellular metals. Substantive operations began in late 2022 and the Company’s Investigative New Drug application is anticipated to be filed with the U.S. Food and Drug Administration (“FDA”) in first quarter 2025 for osteoarthritis. A non-provisional patent application is pending for TELOMIR-1 as a new molecular entity and its therapeutic uses. See Note 3 regarding this patent. The accounting and reporting policies of the Company conform to accounting principles generally accepted in the United States of America (“GAAP”). In the opinion of management, all adjustments considered necessary for the fair presentation of the financial statements for the periods presented have been included. The results of operations for the year ended December 31, 2023 are not necessarily indicative of the results to be expected for future periods. As used herein, the Company’s Common Stock, no par value per share, is referred to as the “Common Stock” and the Company’s preferred stock, no par value per share, is referred to as the “Preferred Stock”. Income taxes The Company is a C corporation. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amount of existing assets and liabilities and their respective tax bases. Deferred tax assets are recognized for temporary differences that will result in deductible amounts in future years and for loss carryovers. A valuation allowance is recognized regarding deferred tax assets, if any, if it is more likely than not that some portion of the deferred tax asset will not be realized. Research and development expenses Research and development costs are expensed in the period in which they are incurred and include the expenses paid to third parties, such as contract research organizations and consultants, who conduct research and development activities on behalf of the Company. Use of estimates The preparation of financial statements in accordance with generally accepted accounting principles in the United States of America requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results may differ from such estimates and such differences could be material. Cash The Company maintains cash balances with financial institutions that management believes are of high credit quality. The Company’s cash account at times may exceed federally insured limits. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant credit risk from its cash account. Fair Value of Financial Instruments The Company measures the fair value of financial instruments in accordance with GAAP which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. GAAP defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. GAAP also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The Company considers the carrying amount of deferred offering costs to approximate fair value due to short-term nature of this instrument. GAAP describes three levels of inputs that may be used to measure fair value: Level 1 – quoted prices in active markets for identical assets or liabilities. Level 2 – quoted prices for similar assets and liabilities in active markets or inputs that are observable. Level 3 – inputs that are unobservable (for example cash flow modeling inputs based on assumptions).

Liquidity and capital resources

Liquidity and capital resources	12 Months Ended
	Dec. 31, 2023
Liquidity And Capital Resources
Liquidity and capital resources	Note 2. Liquidity and capital resources As of December 31, 2023, the Company had cash of approximately $ 0.001 3.9 3.4 0.9 Historically, the Company has been primarily engaged in developing TELOMIR-1. During these activities, the Company sustained substantial losses. The Company’s ability to fund ongoing operations and future clinical trials required for FDA approval is dependent on the Company’s ability to obtain significant additional external funding in the near term. Since inception, the Company has financed its operations through related party financings-see Note 4 and an initial public offering – see Note 8. Additional sources of financing may be sought by the Company. However, there can be no assurance that any fundraising will be achieved on commercially reasonable terms, if at all. As of the date of filing this Annual Report, the Company will continue to generate losses and have insufficient cash and cash equivalents on hand to support its operations for at least the 12 months following the date the financial statements are issued. These conditions raise substantial doubt about the Company’s ability to continue as a going concern through 12 months after the date the financial statements are issued.

License agreement, related part

License agreement, related party	12 Months Ended
	Dec. 31, 2023
License Agreement Related Party
License agreement, related party	Note 3. License agreement, related party The Company licenses the U.S. patent rights for the use of TELOMIR-1 in human applications from MIRALOGX, LLC (“MIRALOGX”), an intellectual property development and holding company established by Jonnie R. Williams, Sr., the founder of the Company and the sole inventor of TELOMIR-1. On August 11, 2023, (the “Effective Date”), the Company and MIRALOGX entered into an Amended and Restated Exclusive License Agreement, under which the Company has the exclusive perpetual right and license under the above-described patent rights to make, have made, use, and sell “Licensed Products” in the U.S. for human uses and preclinical studies and activities of any kind conducted in furtherance of obtaining regulatory approval or commercialization for human uses (the “MIRALOGX License Agreement”). On November 10, 2023, we and MIRALOGX entered into the Amendment No. 1 to the Amended and Restated License Agreement, pursuant to which the field of use relating to the license was amended to include therapeutic treatments and other medical or health uses in animals, in addition to humans, and related preclinical studies and activities conducted in furtherance of obtaining regulatory approval for and commercialization of veterinary, in addition to human, therapeutic treatments and uses (together with the “Initial MIRALOGX License Agreement, the “MIRALOGX License Agreement”). “Licensed Product” is defined in the agreement as a drug product containing as an active agent 2,4,6-tris(3,4-dihydro-2H-pyrrol-2-yl) pyridine or a pharmaceutically acceptable salt, ester, or solvate thereof. We also have the right to grant corresponding sublicenses under the licensed patent rights. The MIRALOGX License Agreement provides for the payment to MIRALOGX of an 8 The term of the license from MIRALOGX will continue through the date of the expiration of the last-to-expire licensed patent or, if later, the date of the expiration of the last strategic partnership/sublicensing agreement covering the licensed products. The patent rights are expected to extend through 2043, and additional patent terms may be awarded, including additional patent terms based on the time taken for regulatory review of drug products. The agreement also provides that Telomir may bring suit in its own name to enforce patent rights. MIRALOGX will control the prosecution of the patent applications for TELOMIR-1. Telomir is required to be kept informed by MIRALOGX of patent prosecution activities and may select identified countries for patent protection. Telomir is to reimburse MIRALOGX for patent prosecution and maintenance costs.

Related party transactions

Related party transactions	12 Months Ended
	Dec. 31, 2023
Related Party Transactions [Abstract]
Related party transactions	Note 4. Related party transactions Due from related parties- 0.13 no Due to related parties- 1.7 837,841 1-for-2.05 reverse stock split 2.05 4.1 0.5 0.6 Bay Shore Trust Line of Credit On June 15, 2023, the Company entered into a Promissory Note and Loan Agreement with the Bay Shore Trust, a trust established by the Company’s founder, Jonnie R. Williams, Sr., and under which various of his family members are beneficiaries. Under this Promissory Note and Loan Agreement (the “Bay Shore Note”), the Company has the right to borrow up to an aggregate of $ 5 7 10 3.4 In consideration of the loan facility provided by the Bay Shore Trust, the Company issued to the Bay Shore Trust a common stock purchase warrant on June 15, 2023 giving the Bay Shore Trust the right to purchase up to 2,439,025 3.73 5.95 During the year ended December 31, 2023, the Company received $ 1.5 1.4 674,637 1-for-2.05 reverse stock split 2.05 3.3 0.1 no License agreement - See Note 3. Related Party Travel Costs- 1.8 0 Related Party Rental Agreement-

Leases

Leases	12 Months Ended
	Dec. 31, 2023
Leases
Leases	Note 5. Leases The Company’s corporate headquarters is in Baltimore, Maryland, which includes a lease for office space. This lease began in November 2022 and was amended in April 2023. This space is approximately 550 0.005 The Company has elected not to disclose a right of use asset and liability as provided for in ASC 842, Leases, given the lease has less than 12 months Variable lease costs Variable lease costs primarily include utilities, property taxes, and other operating costs that are passed on from the lessor. Variable lease costs related to the aircraft include usage expenses, which includes pilot expenses, jet fuel and general flight expenses. Beginning August 1, 2023, the Company’s accounting and administrative staff began sharing office space with a related party in Tampa, Florida. As of December 31, 2023, there is no formal agreement, pending a revised lease agreement from the landlord. As such, the Company has agreed to split the cost of the Tampa lease pending an executed lease. During the year ended December 31, 2023, this variable least cost related to the Tampa, Florida space totaled $ 0.011 The components of lease expense were as follows: Schedule of Components of Lease Expense 2023 2022 Year ended December 31, 2023 2022 Lease Costs Operating lease cost Operating lease $ 14,869 $ - Variable lease costs 1,778,884 - Total lease cost $ 1,793,753 $ -

Stockholders_ equity

Stockholders’ equity	12 Months Ended
	Dec. 31, 2023
Equity [Abstract]
Stockholders’ equity	Note 6. Stockholders’ equity Capital stock The Company has the authority to issue 400,000,000 300,000,000 100,000,000 Reverse Stock Split Effective December 11, 2023, the Company completed a reverse stock split of its outstanding common stock upon the filing of the Company’s Second Amended and Restated Articles of Incorporation with the Florida Secretary of State. No fractional shares were or will be issued in connection with the reverse stock split, and all such fractional shares resulting from the reverse stock split were and will be rounded up to the nearest whole number. The shares issuable upon the exercise of our outstanding warrants, and the exercise price of such warrants, have been adjusted to reflect the reverse stock split. Unless otherwise noted, the share and per share information in this Annual Report reflects the reverse stock split. Private placement Warrants During the year ended December 31, 2023, the Company issued to the 2023 Private Placement investors a common stock warrant the right to purchase up to 268,025 15.42 67,007 3.73 Bay Shore Trust warrants In consideration of the line of credit provided by the Bay Shore Trust, the Company issued to the Bay Shore Trust a common stock purchase warrant on June 15, 2023 giving the Bay Shore Trust the right to purchase up to 2,439,025 3.73 The fair value of the warrants were estimated on the grant date using the Black-Scholes valuation model and level 3 inputs based on assumptions for expected volatility, expected dividends, expected term, and the risk-free interest rate, which resulted in $ 5.95 Key assumptions used to value warrants during the year ended December 31, 2023 are as follows: Schedule of Key Assumptions Used to Value Warrants Expected price volatility 78.08 % Risk-free interest rate 3.91 % Fair Market Value of underlying Common Stock $ 1.190 Weighted average expected life in years 5 years Dividend yield -

Income Taxes

Income Taxes	12 Months Ended
	Dec. 31, 2023
Income Tax Disclosure [Abstract]
Income Taxes	Note 7 – Income Taxes The significant components of the Company’s net deferred tax assets are as follows as of December 31: Schedule of Net Deferred Tax Assets 2023 2022 December 31, 2023 2022 Deferred tax assets Net operating loss carry-forward $ 288,379 $ 64,242 Section 174 Qualified Research Expenditures 526,248 198,720 Other 31,724 - Deferred tax assets, gross 846,351 262,962 Less: valuation allowance (846,351 ) (262,962 ) Deferred tax assets, net - - Deferred tax liabilities Total net deferred tax asset $ - $ - Beginning in 2022, in accordance with Internal Revenue Code Section 174, Qualified Research Expenditures are capitalized for tax purposes and amortized over a period of five years. Accordingly, for income tax purposes, and as of December 31, 2023 and December 31, 2022, the Company has recorded a deferred tax asset totaling approximately $ 0.8 0.3 The components of the provision for income taxes consist of the following: Schedule of Provision for Income Taxes 2023 2022 Deferred tax: Deferred benefit $ (846,351 ) $ (262,962 ) Change in valuation allowance 846,351 262,962 Total deferred - - Total provision for income taxes $ - $ - ASC Topic 740 requires that a deferred tax amount be reduced by a valuation allowance if, based on the weight of available evidence it is more likely than not (a likelihood of more than 50%) that some portion or all of the deferred tax assets will not be realized. The valuation allowance should be sufficient to reduce the deferred tax asset to the amount that is more likely than not to be realized. The Company has recorded a full valuation allowance against its deferred tax assets generated by net operating loss carryforwards as it has determined that such amounts may not be recognizable, given the historical losses of the Company to date. As of December 31, 2023, the Company has a cumulative federal net operating loss carryforward of approximately $ 1.1

Subsequent events

Subsequent events	12 Months Ended
	Dec. 31, 2023
Subsequent Events [Abstract]
Subsequent events	Note 8 – Subsequent events Initial Public Offering On February 13, 2024, the Company closed its initial public offering consisting of 1,000,000 7.00 7.0 0.7 6.3 The shares were offered and sold pursuant to the Company’s Registration Statement on Form S-1, as amended (File No. 333-275534), originally filed with the Securities and Exchange Commission (the “SEC”) on November 14, 2023 (the “Registration Statement”) and the final quarterly report filed with the Commission pursuant to Rule 424(b)(4) of the Securities Act of 1933, as amended. The Registration Statement was declared effective by the Commission on February 8, 2024. The common stock began trading on The Nasdaq Capital Market on February 9, 2023 under the symbol “TELO”. The closing of the IPO occurred on February 13, 2024.

Description of business and s_2

Description of business and summary of significant accounting policies (Policies)	12 Months Ended
	Dec. 31, 2023
Accounting Policies [Abstract]
Income taxes	Income taxes The Company is a C corporation. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amount of existing assets and liabilities and their respective tax bases. Deferred tax assets are recognized for temporary differences that will result in deductible amounts in future years and for loss carryovers. A valuation allowance is recognized regarding deferred tax assets, if any, if it is more likely than not that some portion of the deferred tax asset will not be realized.
Research and development expenses	Research and development expenses Research and development costs are expensed in the period in which they are incurred and include the expenses paid to third parties, such as contract research organizations and consultants, who conduct research and development activities on behalf of the Company.
Use of estimates	Use of estimates The preparation of financial statements in accordance with generally accepted accounting principles in the United States of America requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results may differ from such estimates and such differences could be material.
Cash	Cash The Company maintains cash balances with financial institutions that management believes are of high credit quality. The Company’s cash account at times may exceed federally insured limits. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant credit risk from its cash account.
Fair Value of Financial Instruments	Fair Value of Financial Instruments The Company measures the fair value of financial instruments in accordance with GAAP which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. GAAP defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. GAAP also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The Company considers the carrying amount of deferred offering costs to approximate fair value due to short-term nature of this instrument. GAAP describes three levels of inputs that may be used to measure fair value: Level 1 – quoted prices in active markets for identical assets or liabilities. Level 2 – quoted prices for similar assets and liabilities in active markets or inputs that are observable. Level 3 – inputs that are unobservable (for example cash flow modeling inputs based on assumptions).

Leases (Tables)

Leases (Tables)	12 Months Ended
	Dec. 31, 2023
Leases
Schedule of Components of Lease Expense	The components of lease expense were as follows: Schedule of Components of Lease Expense 2023 2022 Year ended December 31, 2023 2022 Lease Costs Operating lease cost Operating lease $ 14,869 $ - Variable lease costs 1,778,884 - Total lease cost $ 1,793,753 $ -

Stockholders_ equity (Tables)

Stockholders’ equity (Tables)	12 Months Ended
	Dec. 31, 2023
Equity [Abstract]
Schedule of Key Assumptions Used to Value Warrants	Key assumptions used to value warrants during the year ended December 31, 2023 are as follows: Schedule of Key Assumptions Used to Value Warrants Expected price volatility 78.08 % Risk-free interest rate 3.91 % Fair Market Value of underlying Common Stock $ 1.190 Weighted average expected life in years 5 years Dividend yield -

Income Taxes (Tables)

Income Taxes (Tables)	12 Months Ended
	Dec. 31, 2023
Income Tax Disclosure [Abstract]
Schedule of Net Deferred Tax Assets	The significant components of the Company’s net deferred tax assets are as follows as of December 31: Schedule of Net Deferred Tax Assets 2023 2022 December 31, 2023 2022 Deferred tax assets Net operating loss carry-forward $ 288,379 $ 64,242 Section 174 Qualified Research Expenditures 526,248 198,720 Other 31,724 - Deferred tax assets, gross 846,351 262,962 Less: valuation allowance (846,351 ) (262,962 ) Deferred tax assets, net - - Deferred tax liabilities Total net deferred tax asset $ - $ -
Schedule of Provision for Income Taxes	The components of the provision for income taxes consist of the following: Schedule of Provision for Income Taxes 2023 2022 Deferred tax: Deferred benefit $ (846,351 ) $ (262,962 ) Change in valuation allowance 846,351 262,962 Total deferred - - Total provision for income taxes $ - $ -

Liquidity and capital resourc_2

Liquidity and capital resources (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Liquidity And Capital Resources
Cash	$ 1,231	$ 1,419
Cash in operations	3,859,796	468,661
Stockholders equity	3,438,204	(937,278)	$ (138,131)
Stockholders equity	$ (3,438,204)	$ 937,278	$ 138,131

License agreement, related pa_2

License agreement, related party (Details Narrative)	Aug. 11, 2023
Related Party [Member]
Defined Benefit Plan Disclosure [Line Items]
Percentage of royalty payable	8%

Related party transactions (Det

Related party transactions (Details Narrative) - USD ($)				12 Months Ended
	Dec. 11, 2023	Nov. 30, 2023	Jun. 15, 2023	Dec. 31, 2023	Dec. 31, 2022
Related Party Transaction [Line Items]
Amounts due from related parties				$ 130,000
Reverse stock split	1-for-2.05 reverse stock split
Remained outstanding				500,000	600,000
Advances from a line of credit				1,452,414
Travel-related expenses				1,767,550
Miralogx LLC [Member]
Related Party Transaction [Line Items]
Advances received for conversion				$ 1,700,000
Advances received for conversion, shares				837,841
Miralogx LLC [Member] | Common Stock [Member]
Related Party Transaction [Line Items]
Converted of shares				$ 2.05
Conversion of debt				$ 4,100,000
Bay Shore Trust [Member]
Related Party Transaction [Line Items]
Advances received for conversion				$ 1,400,000
Advances received for conversion, shares				674,637
Reverse stock split	1-for-2.05 reverse stock split
Remained outstanding				$ 100,000
Maximum borrowing amount			$ 5,000,000
Accrue interest at a rate			7%
Outstanding simple interest			10%
Line of credit					0
Shares of common stock			2,439,025	2,439,025
Exercise price			$ 3.73	$ 15.42
Fair value			$ 5,950,000
Advances from a line of credit				$ 1,500,000
Bay Shore Trust [Member] | Unused lines of Credit [Member]
Related Party Transaction [Line Items]
Line of credit				$ 3,400,000
Bay Shore Trust [Member] | Common Stock [Member]
Related Party Transaction [Line Items]
Advances received for conversion		$ 1,400,000
Advances received for conversion, shares		674,637
Converted of shares				$ 2.05
Conversion of debt				$ 3,300,000
Related Party [Member]
Related Party Transaction [Line Items]
Amounts due from related parties				$ 130,000	$ 0

Schedule of Components of Lease

Schedule of Components of Lease Expense (Details) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Leases
Operating lease	$ 14,869
Variable lease costs	1,778,884
Total lease cost	$ 1,793,753

Leases (Details Narrative)

Leases (Details Narrative)	1 Months Ended	12 Months Ended
	Apr. 30, 2024 USD ($) ft²	Dec. 31, 2023 USD ($)	Dec. 31, 2022 USD ($)
Subsequent Event [Line Items]
Lessee, Operating Lease, Remaining Lease Term		12 months
Variable least cost		$ 1,778,884
Lease Agreements [Member]
Subsequent Event [Line Items]
Variable least cost		$ 11,000
Subsequent Event [Member]
Subsequent Event [Line Items]
Area of land | ft²	550
Subsequent Event [Member] | Lease Agreements [Member]
Subsequent Event [Line Items]
Rent payable	$ 5,000

Schedule of Key Assumptions Use

Schedule of Key Assumptions Used to Value Warrants (Details)	Dec. 31, 2023
Measurement Input, Price Volatility [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrant measurement input	78.08
Measurement Input, Risk Free Interest Rate [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrant measurement input	3.91
Measurement Input Fair Market Value Underlying Common Stock [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrant measurement input	1.190
Measurement Input, Expected Term [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrant measurement input	5 years
Measurement Input, Expected Dividend Rate [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrant measurement input

Stockholders_ equity (Details N

Stockholders’ equity (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2023	Jun. 15, 2023	Dec. 31, 2022
Subsidiary, Sale of Stock [Line Items]
Issue of shares of capital stock	400,000,000
Common stock, shares authorized	300,000,000		300,000,000
Preferred stock, shares authorized	100,000,000		100,000,000
Deferred financing costs	$ 5,950
Bay Shore Trust [Member]
Subsidiary, Sale of Stock [Line Items]
Exercise price	$ 15.42	$ 3.73
Exercise price	$ 3.73
Shares of common stock	2,439,025	2,439,025
Deferred financing costs	$ 5,950
Private Placement [Member]
Subsidiary, Sale of Stock [Line Items]
Purchase of common stock	268,025
Private Placement [Member] | Common Stock [Member]
Subsidiary, Sale of Stock [Line Items]
Purchase of common stock	67,007

Schedule of Net Deferred Tax As

Schedule of Net Deferred Tax Assets (Details) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Income Tax Disclosure [Abstract]
Net operating loss carry-forward	$ 288,379	$ 64,242
Section 174 Qualified Research Expenditures	526,248	198,720
Other	31,724
Deferred tax assets, gross	846,351	262,962
Less: valuation allowance	(846,351)	(262,962)
Deferred tax assets, net
Total net deferred tax asset

Schedule of Provision for Incom

Schedule of Provision for Income Taxes (Details) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Income Tax Disclosure [Abstract]
Deferred benefit	$ (846,351)	$ (262,962)
Change in valuation allowance	846,351	262,962
Total deferred
Total provision for income taxes

Income Taxes (Details Narrative

Income Taxes (Details Narrative) - USD ($) $ in Millions	Dec. 31, 2023	Dec. 31, 2022
Income Tax Disclosure [Abstract]
Deferred tax asset	$ 0.8	$ 0.3
Federal net operating loss carryforward	$ 1.1

Subsequent events (Details Narr

Subsequent events (Details Narrative) - IPO [Member] - Subsequent Event [Member] $ / shares in Units, $ in Millions	Feb. 13, 2024 USD ($) $ / shares shares
Subsequent Event [Line Items]
Initial public offering shares | shares	1,000,000
Initial public offering shares | $ / shares	$ 7
Gross proceeds	$ 7
Underwriting commission and other offering expenses	0.7
Initial public offering net proceeds	$ 6.3