Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Apr. 17, 2023 | Jun. 30, 2022 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2022 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2022 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity File Number | 001-38362 | ||
Entity Registrant Name | PROLUNG, INC. | ||
Entity Central Index Key | 0001541884 | ||
Entity Tax Identification Number | 20-1922768 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Address, Address Line One | 350 W. 800 N. | ||
Entity Address, Address Line Two | Suite 214 | ||
Entity Address, City or Town | Salt Lake City | ||
Entity Address, State or Province | UT | ||
Entity Address, Postal Zip Code | 84103 | ||
City Area Code | (801) | ||
Local Phone Number | 736-0729 | ||
Title of 12(b) Security | Common | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 41,407,811 | ||
Entity Common Stock, Shares Outstanding | 4,591,399 | ||
Documents Incorporated by Reference | None | ||
Auditor Firm ID | 3627 | ||
Auditor Name | Sadler, Gibb & Associates, LLC | ||
Auditor Location | Draper, UT |
Balance Sheets
Balance Sheets - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Current Assets | ||
Cash | $ 296,496 | $ 745,003 |
Total Current Assents | 296,496 | 745,003 |
Property and equipment, net | 6,274 | 21,183 |
Operating lease right of use asset | 123,431 | |
Intangible assets, net | 108,368 | 117,929 |
Total Assets | 534,569 | 884,115 |
Current Liabilities | ||
Accounts payable | 76,540 | 13,733 |
Accrued liabilities | 2,610,804 | 1,775,849 |
Operating lease liability - current | 40,959 | |
Payable for research and development - current | 315,000 | 315,000 |
Convertible notes payable, related party - current | 439,000 | 434,687 |
Convertible notes payable - current | 10,018,022 | 9,895,742 |
Total Current Liabilities | 13,500,325 | 12,435,011 |
Long-Term Liabilities | ||
Operating lease liability - long term | 83,748 | |
Total Long-Term Liabilities | 83,748 | |
Total Liabilities | 13,584,073 | 12,435,011 |
Stockholders’ Deficit: | ||
Preferred stock, $0.001 par value; 10,000,000 shares authorized; none issued and outstanding | ||
Common stock, $0.001 par value; 120,000,000 shares authorized; 4,591,399 and 4,122,130 shares issued and outstanding, respectively | 4,591 | 4,122 |
Additional paid-in capital | 31,497,065 | 28,571,741 |
Subscription receivable | (65,000) | |
Accumulated deficit | (44,486,160) | (40,126,759) |
Total Stockholders’ Deficit | (13,049,504) | (11,550,896) |
Total Liabilities and Stockholders’ Deficit | $ 534,569 | $ 884,115 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 120,000,000 | 120,000,000 |
Common stock, shares issued | 4,591,399 | 4,122,130 |
Common stock, shares outstanding | 4,591,399 | 4,122,130 |
Statements of Operations
Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Revenues: | ||
Revenue | ||
Total revenue | ||
Cost of revenue: | ||
Gross margin | ||
Operating expenses: | ||
Research and development expense | 1,409,685 | 761,052 |
Selling, general and administrative expense | 1,986,563 | 1,722,044 |
Total operating expenses | 3,396,248 | 2,483,096 |
Loss from operations | (3,396,248) | (2,483,096) |
Other income (expense): | ||
Gain on debt extinguishment | 136,890 | |
Interest expense | (963,153) | (1,268,823) |
Total other expense | (963,153) | (1,131,933) |
Net loss | $ (4,359,401) | $ (3,615,029) |
Basic and diluted loss per share | $ (0.97) | $ (0.88) |
Weighted-average common shares outstanding, basic and diluted | 4,498,453 | 4,109,444 |
Statements of Stockholders' Def
Statements of Stockholders' Deficit - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Subscription Receivable [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Dec. 31, 2020 | $ 4,085 | $ 27,662,507 | $ (36,511,730) | $ (8,845,138) | |
Beginning balance, shares at Dec. 31, 2020 | 4,084,916 | ||||
Exercise of warrants | $ 10 | 35,990 | 36,000 | ||
Exercise of warrants, shares | 10,000 | ||||
Conversion of notes payable to common stock | $ 27 | 87,058 | 87,085 | ||
Conversion of notes payable to common stock, shares | 27,214 | ||||
Stock-based compensation | 730,887 | 730,887 | |||
Warrants issued to convertible debt placement agent | 55,299 | 55,299 | |||
Net loss | (3,615,029) | (3,615,029) | |||
Ending balance, value at Dec. 31, 2021 | $ 4,122 | 28,571,741 | (40,126,759) | (11,550,896) | |
Ending balance, shares at Dec. 31, 2021 | 4,122,130 | ||||
Stock-based compensation | 607,676 | 607,676 | |||
Net loss | (4,359,401) | (4,359,401) | |||
Exercise of warrants for cash | $ 351 | 1,825,231 | 1,825,582 | ||
Exercise of warrants, shares | 351,074 | ||||
Cashless exercise of warrants | $ 52 | (52) | |||
Cashless exercise of warrants, shares | 52,174 | ||||
Exercise of warrants for acquired research and development | $ 19 | 113,731 | 113,750 | ||
Exercise of warrants for acquired research and development, shares | 19,414 | ||||
Additional shares of common stock issued to warrant holders | $ 28 | 254,546 | 254,574 | ||
Additional shares of common stock issued to warrant holders, shares | 27,671 | ||||
Exercise of warrants for subscription receivable | $ 13 | 65,861 | (65,874) | ||
Exercise of warrants for subscription receivable, shares | 12,667 | ||||
Issuance of common stock acquired for research and development | $ 6 | 59,205 | 59,211 | ||
Issuance of common stock acquired research and development, shares | 6,436 | ||||
Return of shares for settlement of subscription receivable | (874) | 874 | |||
Return of shares for settlement of subscription receivable, shares | (167) | ||||
Ending balance, value at Dec. 31, 2022 | $ 4,591 | $ 31,497,065 | $ (65,000) | $ (44,486,160) | $ (13,049,504) |
Ending balance, shares at Dec. 31, 2022 | 4,591,399 |
Statements of Cash Flows
Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Cash flows from operating activities: | ||
Net loss | $ (4,359,401) | $ (3,615,029) |
Adjustments to reconcile net loss to net cash flows from operating activities: | ||
Depreciation and amortization | 28,374 | 61,676 |
Amortization of right of use asset | 13,585 | |
Share-based compensation | 607,676 | 730,887 |
Exercise of warrants for acquired research and development | 113,750 | |
Additional shares of common stock issued to warrant holders | 254,574 | |
Issuance of common stock for acquired research and development | 59,211 | |
Amortization of loan discount/loan fees | 126,593 | 459,131 |
(Gain) loss on debt extinguishment | (136,891) | |
Change in assets and liabilities: | ||
Prepaid expenses | 5,427 | |
Accounts payable | 62,807 | (84,058) |
Accrued liabilities | 834,955 | 779,360 |
Operating lease liability | (12,309) | |
Net cash flows used in operating activities | (2,270,185) | (1,799,497) |
Cash flows from investing activities: | ||
Purchase of equipment | (3,904) | (2,137) |
Net cash flows used in investing activities | (3,904) | (2,137) |
Cash flows from financing activities: | ||
Proceeds from convertible notes payable | 3,448,779 | |
Proceeds from warrant exercise | 1,825,582 | 36,000 |
Payment to placement agent for convertible notes payable | (259,069) | |
Payment on convertible note payable | (864,199) | |
Net cash flows provided by financing activities | 1,825,582 | 2,361,511 |
Net decrease in cash | (448,507) | 559,877 |
Cash at beginning of period | 745,003 | 185,126 |
Cash at end of period | 296,496 | 745,003 |
Supplemental disclosure of cash flow information: | ||
Cash paid for income taxes | ||
Cash paid for interest | 30,693 | |
Supplemental disclosure of non-cash investing and financing activities: | ||
Exercise of warrants for subscription receivable | 65,874 | |
Return of shares in satisfaction of subscription receivable | 874 | |
Common stock issued for cashless exercise of warrants | 52 | |
Addition of right of use asset/liability | 137,016 | |
Debt discount on convertible notes - warrants | 292,409 | |
Partial settlement of research and development liability | 50,000 | |
Transfer of accrued interest to convertible notes payable | 43,931 | |
Conversion of debt to equity | 87,085 | |
Transfer of short term loans payable to convertible note payable | $ 100,181 |
Organization and Summary of Sig
Organization and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Summary of Significant Accounting Policies | Note 1 – Organization and Summary of Significant Accounting Policies Organization Going Concern The ability of the Company to continue as a going concern is dependent on the Company successfully obtaining additional funding, developing products that can be sold profitably, and generating cash through operating activities. Management’s plans include issuing equity or debt securities to fund capital requirements and developing ongoing operations. Use of Estimates Concentration of Credit Risk 46,496 250,000 250,000 Fair Value of Financial Instruments Cash and Cash Equivalents no Property and Equipment 3 5 Intangible Assets Impairment or Disposal of Long-Lived Assets ProLung, Inc Notes to Financial Statements Research and Development Stock-based Compensation The Company computes the fair value of stock options granted and placement agent warrants using the Black Scholes pricing model. The following the assumptions used under the Black Scholes pricing model: Fair Value of Common Stock Expected Term - Volatility - Risk Free Interest Rate - Income Taxes The Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such positions are then measured based on the largest benefit that has a greater than 50% likelihood of being realized upon settlement. Basic and Diluted Loss Per Share – The Company computes basic loss per share by dividing net loss by the weighted-average number of common shares outstanding during the period. The Company computes diluted loss per share by dividing net loss by the sum of the weighted-average number of common shares outstanding and the weighted-average dilutive common share equivalents outstanding. The computation of diluted loss per share does not assume exercise or conversion of securities that would have an anti-dilutive effect. As of December 31, 2022, and 2021, the following items were excluded from the computation of diluted net loss per common share as their effect is anti-dilutive: Schedule of Antidilutive Securities Excluded from Computation of Earnings Per share 2022 2021 December 31, 2022 2021 Warrants to purchase shares 299,761 1,344,985 Stock options 917,066 771,788 Convertible notes 3,362,791 3,150,387 Antidilutive securities excluded from computation of earnings per share 4,579,618 5,267,160 Related Parties Leases Leases ProLung, Inc Notes to Financial Statements Recent Accounting Pronouncements Convertible Notes Payable The Company has reviewed other recent accounting pronouncements and has determined that they will not significantly impact the Company’s results of operations or financial position. |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Note 2 – Property and Equipment Property and equipment consist of the following at December 31, 2021, and 2020: Schedule of Property and Equipment Life 2022 2021 December 31, Life 2022 2021 Leasehold improvements 3 $ 133,553 $ 133,553 Computer equipment 3 31,392 31,392 Office equipment 3 5 28,781 24,877 Tooling 5 92,228 92,228 Property and equipment, gross 285,954 282,050 Less accumulated depreciation (279,680 ) (260,867 ) Property and equipment, net $ 6,274 $ 21,183 Depreciation expense for the years ended December 31, 2022 and 2021, was $ 18,813 52,114 |
Intangible Assets
Intangible Assets | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | Note 3 – Intangible Assets In December 2015, the Company purchased patents for a probe as well as enhanced surface and tips for obtaining bioelectrical signals for $ 175,300 18.3 797 9,562 9,562 66,932 9,562 11.3 |
Accrued Liabilities
Accrued Liabilities | 12 Months Ended |
Dec. 31, 2022 | |
Payables and Accruals [Abstract] | |
Accrued Liabilities | Note 4 – Accrued Liabilities Accrued liabilities consists of the following at December 31, 2022 and 2021: Schedule of Accrued Liabilities 2022 2021 December 31, 2022 2021 Accrued interest $ 2,551,006 $ 1,714,446 Accrued royalties 17,873 17,873 Accrued payroll and payroll taxes 41,925 43,530 Accrued liabilities $ 2,610,804 $ 1,775,849 ProLung, Inc Notes to Financial Statements |
Notes Payable
Notes Payable | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Notes Payable | Note 5 – Notes Payable Convertible Note Issuances prior to 2021 Prior to 2021 the Company issued a total 7,008,243 in convertible notes; $ 439,000 of which was from a current board members. These notes are unsecured, bear interest at 8 % and are convertible at amounts ranging from $ 3.20 6,788,467 10.53 219,767 If at any time prior to the maturity date, the Company completes an initial registered public offering (IPO) of its common stock, all unpaid amounts shall automatically be converted into common stock at the lower of (i) $3.20 per share and (ii) 90% of the IPO price. Interest accruing from the date of issuance to the conversion date shall be paid on the maturity date. In March 2022, these and all of the Company’s convertible notes were amended with the following new terms: (1) the maturity date was extended to September 30, 2023 and (2) there is an expanded automatic contingent conversion to include a qualified financing of at least $10M and (3) added a three month bonus interest payment in the event an automatic contingent conversion is triggered. 2021 Other Convertible Note Issuances During the year ended December 31, 2021, the Company issued $ 3,448,779 8 March 31, 2022 851,848 3.20 2,596,931 10.53 Since these convertible notes had a conversion price that was not “in the money” upon issuance there was no beneficial conversion feature recorded. On the date of issuance, the Company also assessed the conversion feature for possible derivative treatment (under ASC 815) and determined the conversion feature was indexed to the Company’s common stock and thus not a derivative. The Company incurred $ 237,110 of cash loan costs related to the issuance of the convertible notes during the year ended December 31, 2021. Also, during 2021, the Company issued 22,540 warrants to a broker related to the issuance of the convertible notes. These warrants are exercisable at prices between $ 3.20 and $ 10.53 per share and expire in ten years . The initial fair value of these warrants on the date of grant was $ 55,299 ($ 2.45 per warrant) for the year ended December 31, 2021. The fair value was derived utilizing the Black-Scholes Pricing Model with the following weighted average assumptions: Schedule of Weighted Average Assumptions 2021 Expected life 5 Exercise price $ 10.53 Expected volatility 185 191 % Weighted average volatility 188 % Expected dividends n/a Risk-free interest rate 0.76 % ProLung, Inc Notes to Financial Statements The loan costs incurred will be amortized as a component of interest expense over the original term of the convertible notes. During the year ended December 31, 2022 and 2021, the Company recognized interest expense of $ 126,593 459,131 zero Convertible notes payable is summarized as follows: Schedule of Convertible Notes Payable December 31, 2022 2021 Convertible notes payable; unsecured; interest at 8 %; due September 2023 (includes related party amounts of $ 439,000 $ 10,457,022 $ 10,457,022 Unamortized discount and loan costs (includes related party amount of $ - 4,313 - (126,593 ) Notes payable, net $ 10,457,022 $ 10,330,429 Less: current portion, net (10,457,022 ) (10,330,429 ) Convertible notes payable - long term, net $ - $ - |
Preferred Stock
Preferred Stock | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Preferred Stock | Note 6 – Preferred Stock The stockholders of the Company have authorized 10,000,000 0.001 no |
Stockholders_ Equity
Stockholders’ Equity | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Stockholders’ Equity | Note 7 – Stockholders’ Equity Biomeridian License Purchase (OT Acceptance) On March 3, 2022, the Company acquired from OT Acceptance, LLC (“OT Acceptance”) certain intellectual property formerly licensed to the Company by OT Acceptance. As a result of this acquisition, the Company now owns, rather than having license rights, to all of the intellectual property used by it with respect to early cancer detection. The aggregate consideration paid by the Company to OT Acceptance under the Agreement was $ 134,211 75,000 6,436 9.20 59,211 Vine Medical Asset Purchase On March 30, 2022 the Company acquired from Vine Medical LLC (“Vine”) certain intellectual property and designs that are expected to accelerate IONIQ Sciences’ product development efforts. The aggregate consideration paid by the Company to Vine Medical LLC under the Agreement was $ 313,750 200,000 19,414 113,750 ProLung, Inc Notes to Financial Statements Exercise of Warrants During the year ended December 31, 2022, warrant holders exercised 503,785 435,162 ● 351,704 351,704 5.20 1,825,582 ● 19,414 19,414 5.20 ● The exercise of 12,667 65,874 12,667 167 874 65,000 ● 120,000 warrants with exercise prices of $ 5.20 were exercised cashless based on the fair value of common stock of $ 9.20 per share, resulting in 52,174 common shares being issued. During the year ended December 31, 2022, for professional services rendered 27,671 254,574 9.20 During the year ended December 31, 2021, 10,000 36,000 3.60 |
Common Stock Options
Common Stock Options | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Common Stock Options | Note 8 – Common Stock Options Equity Incentive Plan In April 2017, the Board, contingent on shareholder approval, approved the ProLung, Inc. Stock Incentive Plan (the “Plan”). The shareholders approved the Plan in July 2017. The Plan authorizes the Board compensation Committee to grant incentive stock options, non-incentive stock options, stock bonuses, restricted stock, and performance-based awards to directors, officers and employees and non-employee agents, consultants, advisers and independent contractors of the Company or any parent or subsidiary of the Company. In May 2020, the Plan was modified by the Board. 2022 Board and Employee Option Grants As part of an agreement for their service during the year ended December 31, 2022 current Board members and advisors accepted the issuance of 80,463 9.20 9.86 5.66 455,323 In July 2022, the Board’s approved the issuance of 64,815 9.20 four years 6.56 425,292 2021 Board and Employee Option Grants As part of an agreement for their service during the year ended December 31, 2021 current Board members and advisors accepted the issuance of 73,600 2.47 16,600 6.73 33,200 9.20 23,800 5.92 435,664 In May 2021, the Board’s approved the issuance of 40,678 6.73 four years 6.37 259,104 ProLung, Inc Notes to Financial Statements The fair value was computed using the Black Scholes method using the following weighted-average assumptions: Schedule of Fair Value of Options Grants Using Black Scholes Method 2022 2021 Weighted average fair value $ 8.64 $ 6.11 Expected life 5.6 5.1 Exercise price $ 9.28 $ 4.94 Expected volatility 68 78 % 140 188 % Weighted average volatility 75 % 176 % Expected dividends n/a n/a Risk-free interest rate 3.21 % 1.00 % A summary of option activity for the year ended December 31, 2022 and 2021 is presented below: Summary of Option Activity Weighted Aggregate Weighted Average Intrinsic Shares Average Remaining Value of Under Exercise Contractual Vested Options Price Life Options Outstanding at December 31, 2020 663,016 $ 5.16 8.1 Issued 114,278 $ 6.63 Adjustment - $ - Forfeited/Expired (5,506 ) $ 2.47 Outstanding at December 31, 2021 771,788 $ 5.39 6.8 Vested at December 31, 2021 698,707 $ 5.52 6.6 Outstanding at December 31, 2021 771,788 $ 5.39 6.8 Issued 145,308 $ 9.28 Adjustment - $ - Forfeited/Expired - $ - Outstanding at December 31, 2022 917,096 $ 6.01 6.7 $ 3,530,341 Vested at December 31, 2022 815,099 $ 5.87 6.4 $ 3,251,642 The above intrinsic value is based on an assumed fair value of the Company’s stock of $ 9.84 606,676 542,690 571,352 3.4 Total stock-based compensation expense from amortization of options, warrants (Note 9) and common stock issuances have been included in the statements of operations as follows: Schedule of Share-based Compensation Expense from Amortization of Options, Warrants and Common Stock Issuances For the Year Ending December 31, 2022 2021 Research and development expense $ 455,640 $ 45,271 Selling, general and administrative expense 579,571 685,616 Total share-based compensation $ 1,035,211 $ 730,887 ProLung, Inc Notes to Financial Statements |
Common Stock Warrants
Common Stock Warrants | 12 Months Ended |
Dec. 31, 2022 | |
Common Stock Warrants | |
Common Stock Warrants | Note 9 – Common Stock Warrants See Note 7 for common stock warrants exercised during the year ended December 31, 2022 and 2021. The Company has issued warrants to purchase its common stock for equity, debt and compensation reasons. See Note 5 for 22,540 On September 30, 2021 the Company issued a consultant 30,000 10.53 10 192,161 0.98 184 5 Schedule of Warrant Activity Weighted Aggregate Weighted Average Intrinsic Shares Average Remaining Value of Under Exercise Contractual Vested Warrants Price Life Warrants Outstanding at December 31, 2020 1,305,595 $ - - Issued 52,540 $ 10.53 Exercised (10,000 ) $ 3.60 Adjustment (25 ) Expired/Forfeited (3,125 ) $ 3.60 Outstanding at December 31, 2021 1,344,985 $ 5.25 1.1 Outstanding at December 31, 2021 1,344,985 $ 5.25 1.1 Issued - $ - Exercised (503,785 ) $ 5.21 Expired/Forfeited (541,439 ) $ 5.22 Outstanding at December 31, 2022 299,761 $ 5.16 4.4 $ 1,444,240 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 10 – Commitments and Contingencies Research and Development Agreement On July 29, 2019, the Company amended a license agreement dated April 10, 2013 between the Company and ProLung Biotech Wuxi / ProLung China (Wuxi). The original agreement allowed Wuxi to utilize the Company’s technology in China in return for royalty payments based on Wuxi’s revenues. Wuxi has yet to earn any revenue but has been conducting clinical trials. The license agreement was amended whereby Wuxi will provide the Company its clinical trial data, know-how and improvements which the Company will use outside the greater China area. This amendment further requires full collaboration (i.e., protocols and methodologies) between the two entities. In consideration for such trial data and know-how, the Company will make cash payments to Wuxi of up to $ 575,000 347,566 Through December 31, 2022, 278,053 69,513 210,000 50,000 315,000 ProLung, Inc Notes to Financial Statements Settlement of Liabilities During the year ended December 31, 2021, the Company recorded $ 136,890 86,890 50,000 |
Leases
Leases | 12 Months Ended |
Dec. 31, 2022 | |
Leases | |
Leases | Note 11 – Leases In September 2022, the Company renegotiated their office space lease from a month-to-month lease to a long-term operating lease agreement. The lease agreement is for 36 months requiring monthly payments as follows: On January 1, 2022, 842, Leases 137,016 using a discount rate of 8 Schedule of Operating lease Beginning Date Ending Date Payment September 2022 - August 2023 $ 3,960 September 2023 - August 2024 $ 4,356 September 2024 - August 2025 $ 4,487 During the year ended December 31, 2022, the Company made payments resulting in a $ 3,047 124,707 123,431 13,585 32 The lease expense related to this lease for the year ended December 31, 2022 and 2021, which includes the portion under a month-to-month agreement was $ 32,880 43,200 Maturities of the Company’s lease liability is as follows: Schedule of Maturities of Lease Liabilities Year Ending December 31, 2023 $ 49,500 2024 52,796 2025 35,896 Less: Imputed interest/ present value discount (13,485 ) Total $ 124,707 The above liability is presented on the accompanying balance sheet as follows: Schedule of Right-of-Use Asset and Lease Liabilities Lease liability - current $ 40,959 Lease liability - long-term $ 83,748 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 12 – Income Taxes The Company provides for income taxes using an asset and liability-based approach. Deferred income tax assets and liabilities are recorded to reflect the future tax consequences of temporary differences between the financial statement and tax bases of assets and liabilities that will result in taxable or deductible amounts in the future based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. The Tax Cuts and Jobs Act was enacted on December 22, 2017 which reduced the U.S. corporate statutory tax rate from 35% to 21%. The Company changed its effective federal rate to 21 5 The significant components of net deferred tax assets (liabilities) were as follows at December 31, 2022, and 2021: Schedule of Components of Net Deferred Tax Assets (Liabilities) 2022 2021 December 31, 2022 2021 Net operating losses $ 8,628,300 $ 7,730,700 Research and development credit carryforward 209,900 209,900 Depreciation and amortization (100 ) (2,400 ) Valuation allowance (8,838,100 ) (7,938,200 ) Net Deferred Tax Asset $ - $ - As of December 31, 2022, the Company had no unrecognized tax benefits that, if recognized, would affect the Company’s effective income tax rate over the next 12 months. A reconciliation of the expected income tax benefit at the U.S. Federal income tax rate to the income tax benefit actually recognized for the years ended December 31, 2022 and 2021 is set forth below: Schedule of Income Tax Expense Benefit 2021 2020 For the Year Ended December 31, 2022 2021 Net loss $ (1,133,000 ) $ (940,000 ) Non-deductible expenses and other 233,100 201,400 Change in valuation allowance 899,900 738,600 Benefit from income taxes $ - $ - As of December 31, 2022, the Company has a net operating loss carry-forward for U.S. federal income tax purposes of approximately $ 33.2 from 2023 through 2041. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 13 – Subsequent Events Convertible Note Bridge Financing In February 2023, the company initiated a $ 2 M bridge financing round. As of April 14, $ 736,124 in financing has been received with the remaining expected by the end of the second quarter. Board and Employee Options Grant In the first quarter of 2023, the board approved the issuance of 16,624 options for board members and advisors as part of their agreed compensation. |
Organization and Summary of S_2
Organization and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization | Organization |
Going Concern | Going Concern The ability of the Company to continue as a going concern is dependent on the Company successfully obtaining additional funding, developing products that can be sold profitably, and generating cash through operating activities. Management’s plans include issuing equity or debt securities to fund capital requirements and developing ongoing operations. |
Use of Estimates | Use of Estimates |
Concentration of Credit Risk | Concentration of Credit Risk 46,496 250,000 250,000 |
Fair Value of Financial Instruments | Fair Value of Financial Instruments |
Cash and Cash Equivalents | Cash and Cash Equivalents no |
Property and Equipment | Property and Equipment 3 5 |
Intangible Assets | Intangible Assets |
Impairment or Disposal of Long-Lived Assets | Impairment or Disposal of Long-Lived Assets ProLung, Inc Notes to Financial Statements |
Research and Development | Research and Development |
Stock-based Compensation | Stock-based Compensation The Company computes the fair value of stock options granted and placement agent warrants using the Black Scholes pricing model. The following the assumptions used under the Black Scholes pricing model: Fair Value of Common Stock Expected Term - Volatility - Risk Free Interest Rate - |
Income Taxes | Income Taxes The Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such positions are then measured based on the largest benefit that has a greater than 50% likelihood of being realized upon settlement. |
Basic and Diluted Loss Per Share | Basic and Diluted Loss Per Share – The Company computes basic loss per share by dividing net loss by the weighted-average number of common shares outstanding during the period. The Company computes diluted loss per share by dividing net loss by the sum of the weighted-average number of common shares outstanding and the weighted-average dilutive common share equivalents outstanding. The computation of diluted loss per share does not assume exercise or conversion of securities that would have an anti-dilutive effect. As of December 31, 2022, and 2021, the following items were excluded from the computation of diluted net loss per common share as their effect is anti-dilutive: Schedule of Antidilutive Securities Excluded from Computation of Earnings Per share 2022 2021 December 31, 2022 2021 Warrants to purchase shares 299,761 1,344,985 Stock options 917,066 771,788 Convertible notes 3,362,791 3,150,387 Antidilutive securities excluded from computation of earnings per share 4,579,618 5,267,160 |
Related Parties | Related Parties |
Leases | Leases Leases ProLung, Inc Notes to Financial Statements |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Convertible Notes Payable The Company has reviewed other recent accounting pronouncements and has determined that they will not significantly impact the Company’s results of operations or financial position. |
Organization and Summary of S_3
Organization and Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per share | Schedule of Antidilutive Securities Excluded from Computation of Earnings Per share 2022 2021 December 31, 2022 2021 Warrants to purchase shares 299,761 1,344,985 Stock options 917,066 771,788 Convertible notes 3,362,791 3,150,387 Antidilutive securities excluded from computation of earnings per share 4,579,618 5,267,160 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment consist of the following at December 31, 2021, and 2020: Schedule of Property and Equipment Life 2022 2021 December 31, Life 2022 2021 Leasehold improvements 3 $ 133,553 $ 133,553 Computer equipment 3 31,392 31,392 Office equipment 3 5 28,781 24,877 Tooling 5 92,228 92,228 Property and equipment, gross 285,954 282,050 Less accumulated depreciation (279,680 ) (260,867 ) Property and equipment, net $ 6,274 $ 21,183 |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Liabilities | Accrued liabilities consists of the following at December 31, 2022 and 2021: Schedule of Accrued Liabilities 2022 2021 December 31, 2022 2021 Accrued interest $ 2,551,006 $ 1,714,446 Accrued royalties 17,873 17,873 Accrued payroll and payroll taxes 41,925 43,530 Accrued liabilities $ 2,610,804 $ 1,775,849 |
Notes Payable (Tables)
Notes Payable (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Weighted Average Assumptions | Schedule of Weighted Average Assumptions 2021 Expected life 5 Exercise price $ 10.53 Expected volatility 185 191 % Weighted average volatility 188 % Expected dividends n/a Risk-free interest rate 0.76 % |
Schedule of Convertible Notes Payable | Convertible notes payable is summarized as follows: Schedule of Convertible Notes Payable December 31, 2022 2021 Convertible notes payable; unsecured; interest at 8 %; due September 2023 (includes related party amounts of $ 439,000 $ 10,457,022 $ 10,457,022 Unamortized discount and loan costs (includes related party amount of $ - 4,313 - (126,593 ) Notes payable, net $ 10,457,022 $ 10,330,429 Less: current portion, net (10,457,022 ) (10,330,429 ) Convertible notes payable - long term, net $ - $ - |
Common Stock Options (Tables)
Common Stock Options (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Fair Value of Options Grants Using Black Scholes Method | The fair value was computed using the Black Scholes method using the following weighted-average assumptions: Schedule of Fair Value of Options Grants Using Black Scholes Method 2022 2021 Weighted average fair value $ 8.64 $ 6.11 Expected life 5.6 5.1 Exercise price $ 9.28 $ 4.94 Expected volatility 68 78 % 140 188 % Weighted average volatility 75 % 176 % Expected dividends n/a n/a Risk-free interest rate 3.21 % 1.00 % |
Summary of Option Activity | A summary of option activity for the year ended December 31, 2022 and 2021 is presented below: Summary of Option Activity Weighted Aggregate Weighted Average Intrinsic Shares Average Remaining Value of Under Exercise Contractual Vested Options Price Life Options Outstanding at December 31, 2020 663,016 $ 5.16 8.1 Issued 114,278 $ 6.63 Adjustment - $ - Forfeited/Expired (5,506 ) $ 2.47 Outstanding at December 31, 2021 771,788 $ 5.39 6.8 Vested at December 31, 2021 698,707 $ 5.52 6.6 Outstanding at December 31, 2021 771,788 $ 5.39 6.8 Issued 145,308 $ 9.28 Adjustment - $ - Forfeited/Expired - $ - Outstanding at December 31, 2022 917,096 $ 6.01 6.7 $ 3,530,341 Vested at December 31, 2022 815,099 $ 5.87 6.4 $ 3,251,642 |
Schedule of Share-based Compensation Expense from Amortization of Options, Warrants and Common Stock Issuances | Total stock-based compensation expense from amortization of options, warrants (Note 9) and common stock issuances have been included in the statements of operations as follows: Schedule of Share-based Compensation Expense from Amortization of Options, Warrants and Common Stock Issuances For the Year Ending December 31, 2022 2021 Research and development expense $ 455,640 $ 45,271 Selling, general and administrative expense 579,571 685,616 Total share-based compensation $ 1,035,211 $ 730,887 |
Common Stock Warrants (Tables)
Common Stock Warrants (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Common Stock Warrants | |
Schedule of Warrant Activity | Schedule of Warrant Activity Weighted Aggregate Weighted Average Intrinsic Shares Average Remaining Value of Under Exercise Contractual Vested Warrants Price Life Warrants Outstanding at December 31, 2020 1,305,595 $ - - Issued 52,540 $ 10.53 Exercised (10,000 ) $ 3.60 Adjustment (25 ) Expired/Forfeited (3,125 ) $ 3.60 Outstanding at December 31, 2021 1,344,985 $ 5.25 1.1 Outstanding at December 31, 2021 1,344,985 $ 5.25 1.1 Issued - $ - Exercised (503,785 ) $ 5.21 Expired/Forfeited (541,439 ) $ 5.22 Outstanding at December 31, 2022 299,761 $ 5.16 4.4 $ 1,444,240 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Leases | |
Schedule of Operating lease | Schedule of Operating lease Beginning Date Ending Date Payment September 2022 - August 2023 $ 3,960 September 2023 - August 2024 $ 4,356 September 2024 - August 2025 $ 4,487 |
Schedule of Maturities of Lease Liabilities | Maturities of the Company’s lease liability is as follows: Schedule of Maturities of Lease Liabilities Year Ending December 31, 2023 $ 49,500 2024 52,796 2025 35,896 Less: Imputed interest/ present value discount (13,485 ) Total $ 124,707 |
Schedule of Right-of-Use Asset and Lease Liabilities | The above liability is presented on the accompanying balance sheet as follows: Schedule of Right-of-Use Asset and Lease Liabilities Lease liability - current $ 40,959 Lease liability - long-term $ 83,748 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Net Deferred Tax Assets (Liabilities) | The significant components of net deferred tax assets (liabilities) were as follows at December 31, 2022, and 2021: Schedule of Components of Net Deferred Tax Assets (Liabilities) 2022 2021 December 31, 2022 2021 Net operating losses $ 8,628,300 $ 7,730,700 Research and development credit carryforward 209,900 209,900 Depreciation and amortization (100 ) (2,400 ) Valuation allowance (8,838,100 ) (7,938,200 ) Net Deferred Tax Asset $ - $ - |
Schedule of Income Tax Expense Benefit | Schedule of Income Tax Expense Benefit 2021 2020 For the Year Ended December 31, 2022 2021 Net loss $ (1,133,000 ) $ (940,000 ) Non-deductible expenses and other 233,100 201,400 Change in valuation allowance 899,900 738,600 Benefit from income taxes $ - $ - |
Schedule of Antidilutive Securi
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per share (Details) - shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Antidilutive securities excluded from computation of earnings per share | 4,579,618 | 5,267,160 |
Warrant [Member] | ||
Antidilutive securities excluded from computation of earnings per share | 299,761 | 1,344,985 |
Stock Options [Member] | ||
Antidilutive securities excluded from computation of earnings per share | 917,066 | 771,788 |
Convertible Notes [Member] | ||
Antidilutive securities excluded from computation of earnings per share | 3,362,791 | 3,150,387 |
Organization and Summary of S_4
Organization and Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Cash | $ 46,496 | |
Cash FDI insured amount | 250,000 | |
Cash equivalents | $ 0 | $ 0 |
Income tax likelihood percentage | The tax benefits recognized in the financial statements from such positions are then measured based on the largest benefit that has a greater than 50% likelihood of being realized upon settlement. | |
Minimum [Member] | ||
Estimated useful lives of property and equipment | 3 years | |
Maximum [Member] | ||
Estimated useful lives of property and equipment | 5 years |
Schedule of Property and Equipm
Schedule of Property and Equipment (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 285,954 | $ 282,050 |
Less accumulated depreciation | (279,680) | (260,867) |
Property and equipment, net | $ 6,274 | 21,183 |
Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment useful life | 3 years | |
Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment useful life | 5 years | |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 133,553 | 133,553 |
Property and equipment useful life | 3 years | |
Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 31,392 | 31,392 |
Property and equipment useful life | 3 years | |
Office Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 28,781 | 24,877 |
Office Equipment [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment useful life | 3 years | |
Office Equipment [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment useful life | 5 years | |
Tooling [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 92,228 | $ 92,228 |
Property and equipment useful life | 5 years |
Property and Equipment (Details
Property and Equipment (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 18,813 | $ 52,114 |
Intangible Assets (Details Narr
Intangible Assets (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2022 | Dec. 31, 2021 | |
Finite-Lived Intangible Assets [Line Items] | |||
Payments to acquire patents | $ 175,300 | ||
Rremaining amortization period | 11 years 3 months 18 days | ||
Amortization of patents per month | $ 797 | ||
Amortization of patents per year | 9,562 | ||
Amortization expense | 9,562 | $ 9,562 | |
Accumulated amortization | $ 66,932 | ||
Patents [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Rremaining amortization period | 18 years 3 months 18 days |
Schedule of Accrued Liabilities
Schedule of Accrued Liabilities (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Payables and Accruals [Abstract] | ||
Accrued interest | $ 2,551,006 | $ 1,714,446 |
Accrued royalties | 17,873 | 17,873 |
Accrued payroll and payroll taxes | 41,925 | 43,530 |
Accrued liabilities | $ 2,610,804 | $ 1,775,849 |
Schedule of Weighted Average As
Schedule of Weighted Average Assumptions (Details) | 12 Months Ended |
Dec. 31, 2021 $ / shares | |
Measurement Input, Expected Term [Member] | |
Debt Instrument [Line Items] | |
Expected life | 5 years |
Measurement Input, Exercise Price [Member] | |
Debt Instrument [Line Items] | |
Debt measurement input | 10.53 |
Measurement Input, Price Volatility [Member] | Minimum [Member] | |
Debt Instrument [Line Items] | |
Debt measurement input | 185 |
Measurement Input, Price Volatility [Member] | Maximum [Member] | |
Debt Instrument [Line Items] | |
Debt measurement input | 191 |
Measurement Input, Weighted Average Volatility [Member] | |
Debt Instrument [Line Items] | |
Debt measurement input | 188 |
Measurement Input, Risk Free Interest Rate [Member] | |
Debt Instrument [Line Items] | |
Debt measurement input | 0.76 |
Schedule of Convertible Notes P
Schedule of Convertible Notes Payable (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Debt Disclosure [Abstract] | ||
Convertible notes payable; unsecured; interest at 8%; due September 2023 (includes related party amounts of $439,000) | $ 10,457,022 | $ 10,457,022 |
Unamortized discount and loan costs (includes related party amount of $- and $4,313) | (126,593) | |
Notes payable, net | 10,457,022 | 10,330,429 |
Less: current portion, net | (10,457,022) | (10,330,429) |
Convertible notes payable - long term, net |
Schedule of Convertible Notes_2
Schedule of Convertible Notes Payable (Details) (Parenthetical) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Debt Disclosure [Abstract] | ||
Debt Instrument, Interest Rate, Stated Percentage | 8% | |
Due to Related Parties | $ 439,000 | |
Unamortized discounty and loan cost related party | $ 4,313 |
Notes Payable (Details Narrativ
Notes Payable (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Short-Term Debt [Line Items] | |||
Number of shares issued for convertible notes | $ 87,085 | ||
Debt interest rate | 8% | ||
Number of warrant issued shares of common stock | 19,414 | ||
Warrant exercise price | $ 5.20 | ||
Interest expenses | $ 963,153 | $ 1,268,823 | |
Broker [Member] | |||
Short-Term Debt [Line Items] | |||
Conversion price per share | $ 3.20 | $ 10.53 | |
Warrant term | 10 years | ||
Fair value of warrants | $ 55,299 | ||
Warrant exercise price | $ 2.45 | ||
2020 Convertible Note Issuances [Member] | |||
Short-Term Debt [Line Items] | |||
Number of shares issued for convertible notes | $ 7,008,243 | ||
Debt interest rate | 8% | ||
Debt Instrument, Description | If at any time prior to the maturity date, the Company completes an initial registered public offering (IPO) of its common stock, all unpaid amounts shall automatically be converted into common stock at the lower of (i) $3.20 per share and (ii) 90% of the IPO price. Interest accruing from the date of issuance to the conversion date shall be paid on the maturity date. In March 2022, | ||
2020 Convertible Note Issuances [Member] | Unsecured Debt One [Member] | |||
Short-Term Debt [Line Items] | |||
Number of shares issued for convertible notes | $ 6,788,467 | ||
Conversion price per share | $ 3.20 | ||
2020 Convertible Note Issuances [Member] | Unsecured Debt Two [Member] | |||
Short-Term Debt [Line Items] | |||
Number of shares issued for convertible notes | $ 219,767 | ||
Conversion price per share | $ 10.53 | ||
2020 Convertible Note Issuances [Member] | Current board [Member] | |||
Short-Term Debt [Line Items] | |||
Number of shares issued for convertible notes | $ 439,000 | ||
2021 Other Convertible Note [Member] | |||
Short-Term Debt [Line Items] | |||
Number of shares issued for convertible notes | $ 3,448,779 | ||
Debt interest rate | 8% | ||
Debt instrument maturity date | Mar. 31, 2022 | ||
2021 Other Convertible Note One [Member] | Convertible Debt One [Member] | |||
Short-Term Debt [Line Items] | |||
Conversion price per share | $ 3.20 | ||
Convertible debt | $ 851,848 | ||
2021 Other Convertible Note Two [Member] | Convertible Debt Two [Member] | |||
Short-Term Debt [Line Items] | |||
Conversion price per share | $ 10.53 | ||
Convertible debt | $ 2,596,931 | ||
Convertible Notes Payable [Member] | |||
Short-Term Debt [Line Items] | |||
Loan costs | 237,110 | ||
Interest expenses | 126,593 | $ 459,131 | |
Unamortized debt discount | $ 0 | ||
Convertible Notes Payable [Member] | Broker [Member] | |||
Short-Term Debt [Line Items] | |||
Number of warrant issued shares of common stock | 22,540 |
Preferred Stock (Details Narrat
Preferred Stock (Details Narrative) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 |
Equity [Abstract] | ||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Stockholders_ Equity (Details N
Stockholders’ Equity (Details Narrative) - USD ($) | 12 Months Ended | |||
Mar. 30, 2022 | Mar. 03, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Number of shares issued | 19,414 | |||
Exercise price of warrants | $ 5.20 | |||
Proceeds from warrants exercised | $ 1,825,582 | $ 36,000 | ||
Warrant exercised | 19,414 | |||
Subscription receivable | $ (65,000) | |||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 22,540 | |||
Shares issued for sevices | 27,671 | |||
Shares issued for sevices, value | $ 254,574 | |||
Shares issued price per share | $ 9.20 | |||
Exercise Agreements [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Warrant exercised | 12,667 | |||
Warrants exercise value | $ 65,874 | |||
Shares returned | 167 | |||
Subscription receivable decrease | $ 874 | |||
Subscription receivable | $ 65,000 | |||
Warrant Holder [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Warrant exercised | 503,785 | |||
Common Stock [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Number of shares issued | 6,436 | 351,704 | ||
Share price | $ 9.20 | |||
Number of new issue value | $ 59,211 | |||
Exercise price of warrants | $ 9.20 | |||
Common Stock [Member] | Warrant Holder [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Number of shares issued | 435,162 | |||
Warrant [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Number of shares issued | 52,174 | |||
Shares under options, exercised | 19,414 | |||
Stock issued during period, value, stock options exercised | $ 113,750 | |||
Warrant exercised | 503,785 | 10,000 | ||
Exercise price of warrants | $ 5.20 | $ 3.60 | ||
Proceeds from warrants exercised | $ 36,000 | |||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 120,000 | |||
Warrant [Member] | Warrant Holder [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Warrant exercised | 351,704 | |||
Exercise price of warrants | $ 5.20 | |||
Proceeds from warrants exercised | $ 1,825,582 | |||
OT Acceptance LLC [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Asset acquisition, consideration transferred | 134,211 | |||
Asset acquisition | $ 75,000 | |||
Vine Medical LLC [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Asset acquisition, consideration transferred | 313,750 | |||
Asset acquisition | $ 200,000 |
Schedule of Fair Value of Optio
Schedule of Fair Value of Options Grants Using Black Scholes Method (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Weighted average fair value | $ 8.64 | $ 6.11 |
Expected life | 5 years 7 months 6 days | 5 years 1 month 6 days |
Exercise price | $ 9.28 | $ 4.94 |
Weighted average volatility | 75% | 176% |
Risk-free interest rate | 3.21% | 1% |
Minimum [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Expected volatility | 68% | 140% |
Maximum [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Expected volatility | 78% | 188% |
Summary of Option Activity (Det
Summary of Option Activity (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-Based Payment Arrangement [Abstract] | |||
Shares under option outstanding, beginning balance | 771,788 | 663,016 | |
Weighted average exercise price, outstanding beginning balance | $ 5.39 | $ 5.16 | |
Weighted average remaining contractual life, outstanding ending balance | 6 years 8 months 12 days | 6 years 9 months 18 days | 8 years 1 month 6 days |
Shares under option, issued | 145,308 | 114,278 | |
Weighted average exercise price, issued | $ 9.28 | $ 6.63 | |
Shares under option, adjustment | |||
Weighted average exercise price, adjustment | |||
Shares under option, forfeited/expired | (5,506) | ||
Weighted average exercise price, forfeited/expired | $ 2.47 | ||
Shares under option, outstanding ending balance | 917,096 | 771,788 | 663,016 |
Weighted average exercise price, outstanding ending balance | $ 6.01 | $ 5.39 | $ 5.16 |
Shares under option, vested ending balance | 815,099 | 698,707 | |
Weighted average exercise price, vested ending balance | $ 5.87 | $ 5.52 | |
Weighted average remaining contractual life, vested ending balance | 6 years 4 months 24 days | 6 years 7 months 6 days | |
Aggregate intrinsic value vested options, outstanding ending balance | $ 3,530,341 | ||
Aggregate intrinsic value vested options, vested ending balance | $ 3,251,642 |
Schedule of Share-based Compens
Schedule of Share-based Compensation Expense from Amortization of Options, Warrants and Common Stock Issuances (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total share-based compensation | $ 1,035,211 | $ 730,887 |
Research and Development Expense [Member] | ||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total share-based compensation | 455,640 | 45,271 |
Selling, General and Administrative Expenses [Member] | ||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total share-based compensation | $ 579,571 | $ 685,616 |
Common Stock Options (Details N
Common Stock Options (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Jul. 31, 2022 | May 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Shares under options, issued | 145,308 | 114,278 | ||
Weighted average exercise price, issued | $ 9.28 | $ 6.63 | ||
Assumed fair value exercise price | $ 9.28 | $ 4.94 | ||
Stock based compensation expense | $ 607,676 | $ 730,887 | ||
Stock Incentive Plan [Member] | ||||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Assumed fair value exercise price | $ 9.84 | |||
Stock based compensation expense | $ 606,676 | $ 542,690 | ||
Remaining unrecognized expense | $ 571,352 | |||
Weighted average remaining contractual term | 3 years 4 months 24 days | |||
Board Members [Member] | ||||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Number of shares issuance of options, shares | 40,678 | 80,463 | 73,600 | |
Fair value of options | $ 6.56 | $ 6.73 | $ 5.66 | $ 5.92 |
Number of shares issuance of options | $ 425,292 | $ 259,104 | $ 455,323 | $ 435,664 |
Shares under options, issued | 64,815 | |||
Weighted average exercise price, issued | $ 9.20 | |||
Vesting term | 4 years | 4 years | ||
Assumed fair value exercise price | $ 6.37 | |||
Board Members [Member] | Exercise Price One [Member] | ||||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Number of shares issuance of options, shares | 16,600 | |||
Share exercise price | $ 9.20 | $ 2.47 | ||
Board Members [Member] | Exercise Price Two [Member] | ||||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Number of shares issuance of options, shares | 33,200 | |||
Share exercise price | $ 9.86 | $ 6.73 | ||
Board Members [Member] | Exercise Price Three [Member] | ||||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Number of shares issuance of options, shares | 23,800 | |||
Share exercise price | $ 9.20 |
Schedule of Warrant Activity (D
Schedule of Warrant Activity (Details) - Warrant [Member] - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Shares Under Warrants Outstanding, Beginning Balance | 1,344,985 | 1,305,595 | |
Weighted Average Exercise Price, Outstanding Beginning Balance | $ 5.25 | ||
Weighted Average Remaining Contractual Life, Outstanding Ending Balance | 4 years 4 months 24 days | 1 year 1 month 6 days | |
Shares Under Warrants, Issued | 52,540 | ||
Weighted Average Exercise Price, Issued | $ 10.53 | ||
Shares Under Warrants, Exercised | (503,785) | (10,000) | |
Weighted Average Exercise Price, Exercised | $ 5.21 | $ 3.60 | |
Shares Under Warrants,Adjustment | (25) | ||
Shares Under Warrants, Expired/Forfeited | (541,439) | (3,125) | |
Weighted Average Exercise Price, Expired/Forfeited | $ 5.22 | $ 3.60 | |
Shares Under Warrants Outstanding, Ending Balance | 299,761 | 1,344,985 | 1,305,595 |
Weighted Average Exercise Price, Outstanding Ending Balance | $ 5.16 | $ 5.25 | |
Aggregate Intrinsic Value of Vested Warrants Outstanding Ending | $ 1,444,240 |
Common Stock Warrants (Details
Common Stock Warrants (Details Narrative) | Sep. 30, 2021 USD ($) $ / shares shares | Dec. 31, 2022 $ / shares | Dec. 31, 2021 shares |
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | |||
Warrants, shares | shares | 22,540 | ||
Warrants exercise price | $ / shares | $ 5.20 | ||
Consultant [Member] | |||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | |||
Warrants, shares | shares | 30,000 | ||
Warrants exercise price | $ / shares | $ 10.53 | ||
Warrants term | 10 years | ||
Fair value of warrants | $ | $ 192,161 | ||
Consultant [Member] | Measurement Input, Risk Free Interest Rate [Member] | |||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | |||
Warrants measurement input | 0.98 | ||
Consultant [Member] | Measurement Input, Price Volatility [Member] | |||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | |||
Warrants measurement input | 184 | ||
Consultant [Member] | Measurement Input, Expected Term [Member] | |||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | |||
Warrants term | 5 years |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - USD ($) | 12 Months Ended | ||
Jul. 29, 2019 | Dec. 31, 2022 | Dec. 31, 2021 | |
Loss Contingencies [Line Items] | |||
Number of issued shares of common stock | 19,414 | ||
Gain on settlement of liabilities | $ 136,890 | ||
ProLung Biotech Wuxi [Member] | |||
Loss Contingencies [Line Items] | |||
Write-down of accounts payable related to settlement | 86,890 | ||
Remaining attributed value of equipment transferred | 50,000 | ||
License Agreement [Member] | |||
Loss Contingencies [Line Items] | |||
Payment for equipment | 210,000 | ||
Number of issued shares of common stock | 278,053 | ||
Additional payment for equipment | 50,000 | ||
Remaining cash payable | $ 315,000 | ||
License Agreement [Member] | Final Milestone [Member] | |||
Loss Contingencies [Line Items] | |||
Number of issued shares of common stock | 69,513 | ||
License Agreement [Member] | ProLung Biotech Wuxi [Member] | Maximum [Member] | |||
Loss Contingencies [Line Items] | |||
Payment for equipment | $ 575,000 | ||
Number of issued shares of common stock | 347,566 |
Schedule of Operating lease (De
Schedule of Operating lease (Details) | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Operating lease payments | $ 3,047 |
Operating Lease One [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Operating lease payments | 3,960 |
Operating Lease Two [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Operating lease payments | 4,356 |
Operating Lease Three [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Operating lease payments | $ 4,487 |
September 2022 [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Operating lease beginning date | September 2022 |
August 2023 [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Operating lease ending date | August 2023 |
September 2023 [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Operating lease beginning date | September 2023 |
August 2024 [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Operating lease ending date | August 2024 |
September 2024 [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Operating lease beginning date | September 2024 |
August 2025 [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Operating lease ending date | August 2025 |
Schedule of Maturities of Lease
Schedule of Maturities of Lease Liabilities (Details) | Dec. 31, 2022 USD ($) |
Leases | |
2023 | $ 49,500 |
2024 | 52,796 |
2025 | 35,896 |
Less: Imputed interest/ present value discount | (13,485) |
Total | $ 124,707 |
Schedule of Right-of-Use Asset
Schedule of Right-of-Use Asset and Lease Liabilities (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Leases | ||
Lease liability - current | $ 40,959 | |
Lease liability - long-term | $ 83,748 |
Leases (Details Narrative)
Leases (Details Narrative) - USD ($) | 12 Months Ended | ||
Jan. 01, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Leases | |||
Right of use asset | $ 137,016 | ||
Discount rate | 8% | ||
Operating lease payments | $ 3,047 | ||
Operating lease liability | 124,707 | ||
Operating lease right of use asset | 123,431 | ||
Net of Amortization | $ 13,585 | ||
Lease term | 32 months | ||
Lease expense | $ 32,880 | $ 43,200 |
Schedule of Components of Net D
Schedule of Components of Net Deferred Tax Assets (Liabilities) (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Income Tax Disclosure [Abstract] | ||
Net operating losses | $ 8,628,300 | $ 7,730,700 |
Research and development credit carryforward | 209,900 | 209,900 |
Depreciation and amortization | (100) | (2,400) |
Valuation allowance | (8,838,100) | (7,938,200) |
Net Deferred Tax Asset |
Schedule of Income Tax Expense
Schedule of Income Tax Expense Benefit (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Net loss | $ (1,133,000) | $ (940,000) |
Non-deductible expenses and other | 233,100 | 201,400 |
Change in valuation allowance | 899,900 | 738,600 |
Benefit from income taxes |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) $ in Millions | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Income Tax Disclosure [Abstract] | |
Income tax rate description | The Tax Cuts and Jobs Act was enacted on December 22, 2017 which reduced the U.S. corporate statutory tax rate from 35% to 21%. The Company changed its effective federal rate to 21% as the expected rate for our deferred tax items. Our effective state rate is unchanged at 5%. |
U.S. corporate statutory tax | 21% |
Unchanged effective tax rate | 5% |
Net operating loss carry-forward | $ 33.2 |
Operating loss carryforward expiration | from 2023 through 2041. |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - Subsequent Event [Member] - USD ($) | 3 Months Ended | ||
Apr. 14, 2023 | Mar. 31, 2023 | Feb. 28, 2023 | |
Convertible Notes Bridge Financing [Member] | |||
Subsequent Event [Line Items] | |||
Short-Term Debt | $ 2,000,000 | ||
Proceeds from Short-Term Debt | $ 736,124 | ||
Board Members [Member] | |||
Subsequent Event [Line Items] | |||
Shares Issued, Shares, Share-Based Payment Arrangement, after Forfeiture | 16,624 |