Telomir Pharmaceuticals, Inc. Common Stock (TELO) 10-Q 12 Nov 24 2024 Q3 Quarterly report Financial data

Cover

Cover - shares	9 Months Ended
	Sep. 30, 2024	Nov. 12, 2024
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Sep. 30, 2024
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2024
Current Fiscal Year End Date	--12-31
Entity File Number	001-41952
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	100 SE 2nd St
Entity Address, Address Line Two	Ste 2000 #1009
Entity Address, City or Town	Miami
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	33131
City Area Code	(813)
Local Phone Number	864-2558
Title of 12(b) Security	Common Stock, no par value
Trading Symbol	TELO
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		29,609,814

Condensed Balance Sheets

Condensed Balance Sheets - USD ($)	Sep. 30, 2024	Dec. 31, 2023
Current assets:
Cash	$ 834,638	$ 1,231
Deferred offering costs		303,281
Prepaid expenses	77,347	713
Due from related parties	130,000	130,000
Total current assets	1,041,985	435,225
Deferred financing costs		4,338,543
Total assets	1,041,985	4,773,768
Current liabilities:
Trade accounts payable and accrued liabilities	506,479	707,187
Due to related parties	93,432	527,377
Related party line of credit		101,000
Total current liabilities	599,911	1,335,564
Total liabilities	599,911	1,335,564
Stockholders’ equity
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, 29,609,814 and 28,609,814 shares issued and outstanding at September 30, 2024 and December 31, 2023, respectively.
Additional paid-in capital	28,140,559	17,502,346
Accumulated deficit	(27,698,485)	(14,064,142)
Total stockholders’ equity	442,074	3,438,204
Total liabilities and stockholders’ equity	$ 1,041,985	$ 4,773,768

Condensed Balance Sheets (Paren

Condensed Balance Sheets (Parenthetical) - $ / shares	Sep. 30, 2024	Dec. 31, 2023
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	29,609,814	28,609,814
Common stock, shares outstanding	29,609,814	28,609,814

Condensed Statements of Operati

Condensed Statements of Operations (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Income Statement [Abstract]
Revenues
Operating costs:
General and administrative expenses	5,378,744	102,191	6,999,981	204,902
Related party travel costs		589,400	370,500	1,288,000
Research and development expenses	627,434	262,562	1,966,258	1,370,522
Total operating costs	6,006,178	954,153	9,336,739	2,863,424
Other income (expense):
Interest income	15,445		40,939
Interest expense		(757,173)	(4,338,543)	(881,225)
Total other income (expense)	15,445	(757,173)	(4,297,604)	(881,225)
Net loss	$ (5,990,733)	$ (1,711,326)	$ (13,634,343)	$ (3,744,649)
Basic loss per share	$ (0.20)	$ (0.06)	$ (0.46)	$ (0.14)
Diluted loss per share	$ (0.20)	$ (0.06)	$ (0.46)	$ (0.14)
Weighted average common stock shares outstanding - basic	29,609,814	27,097,294	29,498,703	27,373,844
Weighted average common stock shares outstanding - diluted	29,609,814	27,097,294	29,498,703	27,373,844

Condensed Statements of Stockho

Condensed Statements of Stockholders' Equity (Deficit) (Unaudited) - USD ($)	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total
Balances at Dec. 31, 2022		$ 55,000	$ (992,277)	$ (937,278)
Balance, shares at Dec. 31, 2022	26,829,269
Net loss			(3,744,649)	(3,744,649)
Issuance of common stock, net		910,000		910,000
Issuance of common stock, net, shares	268,025
Issuance of Warrants		5,950,000		5,950,000
Balances at Sep. 30, 2023		6,915,000	(4,736,926)	2,178,074
Balance, shares at Sep. 30, 2023	27,097,294
Balances at Jun. 30, 2023		6,915,000	(3,025,600)	3,889,400
Balance, shares at Jun. 30, 2023	27,097,294
Net loss			(1,711,326)	(1,711,326)
Balances at Sep. 30, 2023		6,915,000	(4,736,926)	2,178,074
Balance, shares at Sep. 30, 2023	27,097,294
Balances at Dec. 31, 2023		17,502,346	(14,064,142)	3,438,204
Balance, shares at Dec. 31, 2023	28,609,814
Net loss			(13,634,343)	(13,634,343)
Stock compensation		4,805,240		4,805,240
Issuance of common stock, net		5,832,973		5,832,973
Issuance of common stock, net, shares	1,000,000
Balances at Sep. 30, 2024		28,140,559	(27,698,485)	442,074
Balance, shares at Sep. 30, 2024	29,609,814
Balances at Jun. 30, 2024		23,335,319	(21,707,752)	1,627,567
Balance, shares at Jun. 30, 2024	29,609,814
Net loss			(5,990,733)	(5,990,733)
Stock compensation		4,805,240		4,805,240
Balances at Sep. 30, 2024		$ 28,140,559	$ (27,698,485)	$ 442,074
Balance, shares at Sep. 30, 2024	29,609,814

Condensed Statements of Cash Fl

Condensed Statements of Cash Flows (Unaudited) - USD ($)	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Cash flows from Operating activities
Net loss	$ (13,634,343)	$ (3,744,649)
Adjustments to reconcile net loss to net cash from operations
Non-cash interest expense		13,517
Stock-based compensation expense	4,805,240
Amortization of debt issuance costs	4,338,543	867,708
Change in operating assets and liabilities:
Trade accounts payable and accrued liabilities	102,574	91,806
Prepaid expenses	(76,634)	(963)
Net cash flows from operating activities	(4,464,620)	(2,772,581)
Financing activities:
Payment of deferred offering costs		(55,583)
Payments under related party line of credit	(101,000)	(130,000)
Proceeds from (payments to) due to/from related party	(433,946)	711,283
Borrowings under related party line of credit		1,337,914
Proceeds from sale of common stock	5,832,973	910,000
Net cash flows from financing activities	5,298,027	2,773,614
Net change in cash	833,407	1,033
Cash, beginning of period	1,231	1,419
Cash, end of period	834,638	2,452
Cash paid for interest
Supplemental schedule of non-cash financing activities:
Accrued offering expense		124,126
Issuance of warrants on related party line of credit		$ 5,950,000

Description of business and sum

Description of business and summary of significant accounting policies	9 Months Ended
	Sep. 30, 2024
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”) was formed in August 2021 and is a Florida incorporated early pre-clinical stage biopharmaceutical company that is developing its licensed product candidate, TELOMIR-1, the first novel small molecule designed to lengthen the DNA’s protective telomere caps, thereby promoting longevity in humans and canine animals by treating age-related conditions. Telomeres, the protective end caps of chromosomes composed of DNA sequences and proteins, naturally shorten as humans age. This shortening is accelerated by metal reactivity, which increases the risk of degenerative and age-related diseases. As such, TELOMIR-1 is undergoing studies to provide a therapeutic intervention against contracting a number of degenerative and age-related diseases. Telomir’s goal is to develop and commercialize TELOMIR-1, proposed to be dosed orally, with the broader aim of promoting longevity and enhancing overall quality of life. Substantive operations began in late 2022 and the Company’s initial Investigative New Drug (“IND”) application is anticipated to be filed with the U.S. Food and Drug Administration (“FDA”) in the second half of 2025. National phase filings are expected to be made during the third quarter 2025. 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”. Basis of Accounting 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 nine months ended September 30, 2024 are not necessarily indicative of the results to be expected for future periods. Initial Public Offering On February 13, 2024, the Company closed its initial public offering (the “IPO”) consisting of 1,000,000 7.00 7.0 1.2 5.8 Significant Accounting Policies There have been no material changes in the Company’s significant accounting policies from those previously disclosed in the Company’s 2023 Annual Report on Form 10-K for the fiscal year ended December 31, 2023, which was filed with the Securities and Exchange Commission (“SEC” or the “Commission”) on March 29, 2024, with the exception of stock compensation as discussed below. Stock-based Compensation The Company accounts for stock-based compensation under the provisions of FASB ASC 718, “Compensation - Stock Compensation”, which requires the measurement and recognition of compensation expense for all stock-based awards made to employees, directors and consultants based on estimated fair values on the grant date. The Company estimates the fair value of stock-based awards on the date of grant using the Black-Scholes model. The value of the portion of the award that is ultimately expected to vest is recognized as expense over the requisite service periods using the straight-line method. The Company has elected to account for forfeiture of stock-based awards as they occur.

Liquidity and capital resources

Liquidity and capital resources	9 Months Ended
	Sep. 30, 2024
Liquidity And Capital Resources
Liquidity and capital resources	Note 2. Liquidity and capital resources As of September 30, 2024, the Company had cash of approximately $ 0.8 4.5 Historically, the Company has been primarily engaged in developing TELOMIR-1. During these activities, the Company has 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 and also over the long term. Since inception, the Company has financed its operations through an initial public offering, related party financings and a private financing. During the nine months ended September 30, 2024, the Company secured a $ 5 As of the date of filing, 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. The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business, and do not include any adjustments relating to recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern

License agreement, related part

License agreement, related party:	9 Months Ended
	Sep. 30, 2024
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”), a related party intellectual property development and holding company owned by the Bay Shore Trust, a trust established by the Company’s founder for the benefit of the founder’s family, which such trust is also currently the majority shareholder of the Company (“Bay Shore Trust”). On August 11, 2023, (the “Effective Date”), the Company and MIRALOGX entered into an Amended and Restated Exclusive License Agreement (the “Initial MIRALOGX License Agreement”), under which the Company has the exclusive perpetual right and license to TELOMIR-1 patent rights to make, have made, use, and sell “Licensed Products” (as defined in the Initial MIRALOGX License Agreement) 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. On November 10, 2023, the Company and MIRALOGX entered into the Amendment No. 1 to the Initial MIRALOGX 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 (such amendment, together with the Initial MIRALOGX License Agreement, the “MIRALOGX License Agreement”). The Company has 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 MIRALOGX License Agreement 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, assuming patents are issued by the U.S Patent and Trademark Office, and additional patent terms may be awarded, including additional patent terms based on the time taken for regulatory review of drug products. The MIRALOGX License Agreement also provides that the Company may bring suit in its own name to enforce patent rights. However, MIRALOGX will control the prosecution of the patent applications for TELOMIR-1. The Company is required to be kept informed by MIRALOGX of patent prosecution activities and may select identified countries for patent protection. The Company is to reimburse MIRALOGX for patent prosecution and maintenance costs.

Related party transactions_

Related party transactions:	9 Months Ended
	Sep. 30, 2024
Related Party Transactions [Abstract]
Related party transactions:	Note 4. Related party transactions: Due from related parties- Amounts due from related parties as of both September 30, 2024 and December 31, 2023 totaled $ 0.13 Due to related parties- During the periods ended September 30, 2024 and December 31, 2023, the Company received working capital advances from companies under common control. These advances are due on demand and are non-interest bearing. During the fiscal year ended December 31, 2023, advances in the amount of $ 1.7 837,841 2.05 4.1 0.1 0.5 Shared management- Historically, the Company has shared management with related parties on an as-needed basis, to collaborate and pool resources efficiently. For the nine months ended September 30, 2024, the Company incurred $ 0.04 Bay Shore Trust Line of Credit On June 15, 2023, the Company entered into a Promissory Note and Loan Agreement (the “Bay Shore Note”) with Bay Shore Trust. Under the Bay Shore Note, the Company had the right to borrow up to an aggregate of $ 5 7 10 In consideration of the Bay Shore Note, 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 The borrowings from Bay Shore Trust were paid in full during the three months ended March 31, 2024, and the Company has fully amortized the relating financing costs and future borrowings are no longer available due to the terms of the agreement, specifically the closing of the IPO, which occurred on February 13, 2024. Starwood Trust Line of Credit- On September 24, 2024 the Company entered into an unsecured Promissory Note and Loan Agreement (“the Starwood Note”) with the Starwood Trust, a separate related party trust established by the Company’s founder for the benefit of the founder’s family. Under the Starwood Note, the Company has the right to borrow up to an aggregate of $ 5 7 Related Party Travel Costs- On April 1, 2023 the Company entered into an Agreement For Shared Lease Costs (the “Shared Agreement”) with MIRALOGX, a related party. Under the Shared Agreement, the Company agrees to make monthly contributions or payments in accordance with its use of shared aircraft toward rent payments. During the nine months ended September 30, 2024 and September 30, 2023, the Company incurred $ 0.4 1.2 MIRALOGX License Agreement – (See Note 3). Related Party Rental Agreement- (See Note 5).

Leases_

Leases:	9 Months Ended
	Sep. 30, 2024
Leases
Leases:	Note 5. Leases: The Company’s former corporate headquarters was located in Baltimore, Maryland, which included a lease for office space. This lease began in November 2022 and expired in April 2024. The lease was not renewed. The Company moved all corporate related activities in April 2024 to the shared space in Tampa, Florida referenced below with variable lease costs. In September 2024, the Company decided to no longer utilize the shared space and moved to a virtual office model and does not have a physical office space. 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. During the nine months ended September 30, 2024, this variable lease cost related to the Tampa, Florida space totaled $ 0.02 Schedule of Components of Lease Expenses 2024 2023 Nine Months ended September 30, 2024 2023 Lease Costs Operating lease $ 55,667 $ 7,416 Variable lease costs 337,111 1,292,545 Total lease cost $ 392,778 $ 1,299,961

Stockholders_ equity_

Stockholders’ equity:	9 Months Ended
	Sep. 30, 2024
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 Warrants The Company has granted warrants to purchase shares of Common Stock. Warrants may be granted to affiliates in connection with certain agreements. As of September 30, 2024, a cumulative total of 2,824,057 3.73 15.42 Underwriter warrants In connection with the IPO, the Company issued 50,000 7.00 Stock-based compensation The fair value of each option award is estimated on the grant date using the Black-Scholes valuation model that uses assumptions for expected volatility, expected dividends, expected term, and the risk-free interest rate. Expected price volatility is based on the historical volatilities of a peer group as the Company does not have a multi-year trading history for its shares. Industry peers consist of several public companies in the biotech industry similar to the Company in size, stage of life cycle and product indications. The Company intends to continue to consistently apply this process using the same or similar public companies until a sufficient amount of historical information regarding the volatility of the Company’s own stock price becomes available, or unless circumstances change such that the identified companies are no longer similar to the Company, in which case, more suitable companies whose share prices are publicly available would be utilized in the calculation. Expected term of options granted is derived using the “simplified method” which computes expected term as the average of the sum of the vesting term plus contract term. The risk-free rate is based on the 5-year U.S. Treasury yield curve in effect at the time of grant. The Company recognizes forfeitures as they occur. During the nine months ended September 30, 2024, a total of 2,370,170 9.1 5.02 10 The following is option activity during the nine months ended September 30, 2024. Schedule of option activity Number of shares Weighted average exercise price per share Aggregate intrinsic value Outstanding as January 1, 2024 - $ - $ - Options granted 2,370,170 5.02 - Forfeitures - - - Outstanding as September 30, 2024 2,370,170 $ 5.02 $ - As of September 30, 2024, options exercisable totaled 1,046,335 4.3 Key assumptions used to value stock options during the nine months ended September 30, 2024, are as follows: Schedule of key assumptions used to value stock options Expected volatility 88.8 90.1 % Risk-free interest rate 3.7 % Exercise price $ 5.02 Expected term (in years) 5.1 6.2 Dividend yield - Earnings Per Share During the three and nine months ended September 30, 2024 and 2023, outstanding stock options and warrants of 5,194,227 2,774,057

Description of business and s_2

Description of business and summary of significant accounting policies (Policies)	9 Months Ended
	Sep. 30, 2024
Accounting Policies [Abstract]
Basis of Accounting	Basis of Accounting 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 nine months ended September 30, 2024 are not necessarily indicative of the results to be expected for future periods.
Initial Public Offering	Initial Public Offering On February 13, 2024, the Company closed its initial public offering (the “IPO”) consisting of 1,000,000 7.00 7.0 1.2 5.8
Significant Accounting Policies	Significant Accounting Policies There have been no material changes in the Company’s significant accounting policies from those previously disclosed in the Company’s 2023 Annual Report on Form 10-K for the fiscal year ended December 31, 2023, which was filed with the Securities and Exchange Commission (“SEC” or the “Commission”) on March 29, 2024, with the exception of stock compensation as discussed below.
Stock-based Compensation	Stock-based Compensation The Company accounts for stock-based compensation under the provisions of FASB ASC 718, “Compensation - Stock Compensation”, which requires the measurement and recognition of compensation expense for all stock-based awards made to employees, directors and consultants based on estimated fair values on the grant date. The Company estimates the fair value of stock-based awards on the date of grant using the Black-Scholes model. The value of the portion of the award that is ultimately expected to vest is recognized as expense over the requisite service periods using the straight-line method. The Company has elected to account for forfeiture of stock-based awards as they occur.

Leases_ (Tables)

Leases: (Tables)	9 Months Ended
	Sep. 30, 2024
Leases
Schedule of Components of Lease Expenses	Schedule of Components of Lease Expenses 2024 2023 Nine Months ended September 30, 2024 2023 Lease Costs Operating lease $ 55,667 $ 7,416 Variable lease costs 337,111 1,292,545 Total lease cost $ 392,778 $ 1,299,961

Stockholders_ equity_ (Tables)

Stockholders’ equity: (Tables)	9 Months Ended
	Sep. 30, 2024
Equity [Abstract]
Schedule of option activity	The following is option activity during the nine months ended September 30, 2024. Schedule of option activity Number of shares Weighted average exercise price per share Aggregate intrinsic value Outstanding as January 1, 2024 - $ - $ - Options granted 2,370,170 5.02 - Forfeitures - - - Outstanding as September 30, 2024 2,370,170 $ 5.02 $ -
Schedule of key assumptions used to value stock options	Key assumptions used to value stock options during the nine months ended September 30, 2024, are as follows: Schedule of key assumptions used to value stock options Expected volatility 88.8 90.1 % Risk-free interest rate 3.7 % Exercise price $ 5.02 Expected term (in years) 5.1 6.2 Dividend yield -

Description of business and s_3

Description of business and summary of significant accounting policies (Details Narrative) - IPO [Member] $ / shares in Units, $ in Millions	Feb. 13, 2024 USD ($) $ / shares shares
Subsidiary, Sale of Stock [Line Items]
IPO units, shares | shares	1,000,000
Initial public offering shares | $ / shares	$ 7
Gross proceeds	$ 7
Underwriting commission and other offering expenses	1.2
Initial public offering net proceeds	$ 5.8

Liquidity and capital resourc_2

Liquidity and capital resources (Details Narrative) - USD ($)	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Liquidity And Capital Resources
Cash	$ 834,638		$ 1,231
Cash in operations	4,464,620	$ 2,772,581
Cash	$ 5,000,000

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_ (De

Related party transactions: (Details Narrative) - USD ($)		3 Months Ended		9 Months Ended		12 Months Ended
	Jun. 15, 2023	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023	Sep. 24, 2024
Related Party Transaction [Line Items]
Amounts due from related parties		$ 130,000		$ 130,000		$ 130,000
Unused line of credit		100,000		100,000		500,000
General and administrative expense		5,378,744	$ 102,191	6,999,981	$ 204,902
Travel related expense			$ 589,400	370,500	1,288,000
Miralogx LLC [Member]
Related Party Transaction [Line Items]
Advances in the amount						$ 1,700,000
Converted of shares						837,841
Conversion rate per share						$ 2.05
Debt instrument conversion shares						$ 4,100,000
Bay Shore Trust [Member]
Related Party Transaction [Line Items]
Unused line of credit	$ 5,000,000
Accrue interest at a rate	7%
Outstanding simple interest	10%
Shares of common stock	2,439,025
Exercise price	$ 3.73
Fair value	$ 5,950,000
Starwood Trust [Member]
Related Party Transaction [Line Items]
Unused line of credit							$ 5,000,000
Accrue interest at a rate							7%
MIRALOGX [Member]
Related Party Transaction [Line Items]
Travel related expense				400,000	$ 1,200,000
Related Party [Member]
Related Party Transaction [Line Items]
Amounts due from related parties		$ 130,000		130,000		$ 130,000
General and administrative expense				$ 40,000

Schedule of Components of Lease

Schedule of Components of Lease Expenses (Details) - USD ($)	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Leases
Operating lease	$ 55,667	$ 7,416
Variable lease costs	337,111	1,292,545
Total lease cost	$ 392,778	$ 1,299,961

Leases_ (Details Narrative)

Leases: (Details Narrative) - USD ($)	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Variable lease, cost	$ 337,111	$ 1,292,545
General and Administrative Expense [Member]
Variable lease, cost	$ 20,000

Schedule of option activity (De

Schedule of option activity (Details)	9 Months Ended
	Sep. 30, 2024 USD ($) $ / shares shares
Equity [Abstract]
Number of options, outstanding | shares
Weighted average exercise price, outstanding | $ / shares
Number of options, granted | shares	2,370,170
Weighted average exercise price, granted | $ / shares	$ 5.02
Number of options, forfeitures | shares
Weighted average exercise price, forfeitures | $ / shares
Number of options, outstanding | shares	2,370,170
Weighted average exercise price, outstanding | $ / shares	$ 5.02
Outstanding aggregate intrinsic value | $

Schedule of key assumptions use

Schedule of key assumptions used to value stock options (Details)	9 Months Ended
	Sep. 30, 2024 $ / shares
Expected volatility, minimum	88.80%
Expected volatility, maximum	90.10%
Risk-free interest rate	3.70%
Exercise price	$ 5.02
Expected term	10 years
Dividend yield
Minimum [Member]
Expected term	5 years 1 month 6 days
Maximum [Member]
Expected term	6 years 2 months 12 days

Stockholders_ equity_ (Details

Stockholders’ equity: (Details Narrative) - USD ($) $ / shares in Units, $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Feb. 13, 2024	Dec. 31, 2023
Accumulated Other Comprehensive Income (Loss) [Line Items]
Issue of shares of capital stock	400,000,000		400,000,000
Common stock, shares authorized	300,000,000		300,000,000			300,000,000
Preferred stock, shares authorized	100,000,000		100,000,000			100,000,000
Number of options, outstanding	2,370,170		2,370,170
Weighted average exercise price, outstanding	$ 5.02		$ 5.02
Share based compensation term of years			10 years
Number of options, exercisable			1,046,335
Unrecognized compensation costs	$ 4.3		$ 4.3
Antidilutive securities excluded from computation of earnings per share, amount	5,194,227	2,774,057	5,194,227	2,774,057
Minimum [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Share based compensation term of years			5 years 1 month 6 days
Maximum [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Share based compensation term of years			6 years 2 months 12 days
Warrant [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Total cumulative warrants	2,824,057		2,824,057
Warrant [Member] | IPO [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Exercise price	$ 7		$ 7
Warrants to purchase common stock					50,000
Warrant [Member] | Minimum [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Exercise price	3.73		3.73
Warrant [Member] | Maximum [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Exercise price	$ 15.42		$ 15.42
Common Stock [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Share based compensation fair market value			$ 9.1