Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Sep. 30, 2022 | Nov. 11, 2022 | |
Document Information Line Items | ||
Entity Registrant Name | Aditxt, Inc. | |
Trading Symbol | ADTX | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --12-31 | |
Entity Common Stock, Shares Outstanding | 4,161,129 | |
Amendment Flag | false | |
Entity Central Index Key | 0001726711 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Document Period End Date | Sep. 30, 2022 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q3 | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Shell Company | false | |
Entity Ex Transition Period | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 001-39336 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 82-3204328 | |
Entity Address, Address Line One | 737 N. Fifth Street | |
Entity Address, Address Line Two | Suite 200 | |
Entity Address, City or Town | Richmond | |
Entity Address, State or Province | VA | |
Entity Address, Postal Zip Code | 23219 | |
City Area Code | (650) | |
Local Phone Number | 870-1200 | |
Title of 12(b) Security | Common Stock, par value $0.001 per share | |
Security Exchange Name | NASDAQ | |
Entity Interactive Data Current | Yes |
Condensed Balance Sheets (Unaud
Condensed Balance Sheets (Unaudited) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
CURRENT ASSETS: | ||
Cash | $ 9,244,876 | $ 7,872,061 |
Accounts receivable, net | 662,810 | 89,844 |
Prepaid expenses | 689,417 | 460,102 |
Note receivable | 585,372 | 500,000 |
Inventory | 1,442,426 | 494,697 |
TOTAL CURRENT ASSETS | 12,624,901 | 9,416,704 |
Fixed assets, net | 2,248,868 | 2,267,297 |
Intangible assets, net | 133,750 | 214,000 |
ROU asset - long term | 3,426,746 | 4,097,117 |
Deposits | 398,114 | 379,250 |
Other assets | 347,555 | 289,539 |
TOTAL ASSETS | 19,179,934 | 16,663,907 |
CURRENT LIABILITIES: | ||
Accounts payable and accrued expenses | 2,711,991 | 1,575,543 |
Stock redemption payable - related party | 20,000 | |
Notes payable – related party | 80,000 | |
Financing on fixed assets – current | 246,723 | 700,433 |
Deferred rent | 191,515 | 186,058 |
Lease liability - current | 1,122,869 | 1,145,126 |
TOTAL CURRENT LIABILITIES | 4,373,098 | 3,607,160 |
Financing on fixed assets - long term | 110,041 | |
Lease liability - long term | 2,112,362 | 2,765,933 |
TOTAL LIABILITIES | 6,485,460 | 6,483,134 |
STOCKHOLDERS’ EQUITY | ||
Preferred stock, $0.001 par value, 3,000,000 shares authorized, zero shares issued and outstanding, respectively | ||
Common stock, $0.001 par value, 100,000,000 shares authorized, 3,733,146 and 890,614 shares issued and 3,731,129 and 888,579 shares outstanding, respectively | 3,731 | 899 |
Treasury stock, 2,017 and 2,017 shares, respectively | (201,605) | (201,605) |
Additional paid-in capital | 99,720,486 | 77,734,288 |
Accumulated deficit | (86,828,138) | (67,352,809) |
TOTAL STOCKHOLDERS’ EQUITY | 12,694,474 | 10,180,773 |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ 19,179,934 | $ 16,663,907 |
Condensed Balance Sheets (Una_2
Condensed Balance Sheets (Unaudited) (Parentheticals) - $ / shares | Sep. 30, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 3,000,000 | 3,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 3,733,146 | 890,614 |
Common stock, shares outstanding | 3,731,129 | 888,579 |
Treasury stock | 2,017 | 2,017 |
Condensed Statements of Operati
Condensed Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
REVENUE | ||||
Sales | $ 323,125 | $ 748,119 | ||
Cost of goods sold | 233,684 | 596,613 | ||
Gross Profit | 89,441 | 151,506 | ||
OPERATING EXPENSES | ||||
General and administrative expenses, $461,492, $650,325, $1,288,829 and $2,887,657 in stock-based compensation, respectively | 3,919,618 | 4,451,545 | 12,332,728 | 14,348,375 |
Research and development, includes $170,066, $248,989, $473,593 and $248,989 in stock-based compensation, respectively | 1,570,540 | 1,471,544 | 4,186,842 | 3,340,247 |
Sales and marketing $0, $0, $754,699, and $0 in stock-based compensation, respectively | (8,553) | 150,056 | 911,988 | 252,562 |
Total operating expenses | 5,418,605 | 6,073,145 | 17,431,558 | 17,941,184 |
NET LOSS FROM OPERATIONS | (5,392,164) | (6,073,145) | (17,280,052) | (17,941,184) |
OTHER EXPENSE | ||||
Interest expense | (645,381) | (38,198) | (742,701) | (74,587) |
Interest income | 10,084 | 42,838 | 30,131 | 43,267 |
Other income | 58,960 | |||
Loss on extinguishment of debt | (2,500,970) | (2,500,970) | ||
Amortization of debt discount | (1,530,102) | (1,191,254) | (1,533,048) | (1,845,358) |
Total other expense | (2,165,399) | (3,687,584) | (2,186,658) | (4,377,648) |
Net loss before income taxes | (7,557,563) | (9,760,729) | (19,466,710) | (22,318,832) |
Income tax provision | ||||
NET LOSS | $ (7,557,563) | $ (9,760,729) | $ (19,466,710) | $ (22,318,832) |
Net loss per share - basic and diluted (in Dollars per share) | $ (5.27) | $ (28.08) | $ (18.01) | $ (73.08) |
Weighted average number of shares outstanding during the period - basic and diluted (in Shares) | 1,433,175 | 347,610 | 1,080,661 | 305,416 |
Condensed Statements of Opera_2
Condensed Statements of Operations (Unaudited) (Parentheticals) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Stock-based compensation | $ 2,517,121 | $ 3,136,646 | ||
Net loss per share - diluted (in Dollars per share) | $ (5.27) | $ (28.08) | $ (18.01) | $ (73.08) |
Weighted average number of shares outstanding during the period - diluted (in Shares) | 1,433,175 | 347,610 | 1,080,661 | 305,416 |
General and administrative expenses | ||||
Stock-based compensation | $ 461,492 | $ 650,325 | $ 1,288,829 | $ 2,887,657 |
Research and development | ||||
Stock-based compensation | 170,066 | 248,989 | 473,593 | 248,989 |
Sales and marketing | ||||
Stock-based compensation | $ 0 | $ 0 | $ 754,699 | $ 0 |
Condensed Statements of Stockho
Condensed Statements of Stockholders’ Equity (Unaudited) - USD ($) | Preferred B Shares | Preferred Shares | Common Shares | Treasury Stock | Additional Paid-in Capital | Accumulated Deficit | Total |
Balance at Dec. 31, 2020 | $ 262 | $ (201,605) | $ 32,092,003 | $ (20,879,178) | $ 11,011,482 | ||
Balance (in Shares) at Dec. 31, 2020 | 259,474 | ||||||
Stock option and warrant compensation | 301,462 | 301,462 | |||||
Fair value of warrants issued with convertible note payable | 1,322,840 | 1,322,840 | |||||
Warrant consideration for convertible note offering costs | 231,316 | 231,316 | |||||
Exercise of warrants | $ 24 | 3,718,932 | 3,718,956 | ||||
Exercise of warrants (in Shares) | 23,272 | ||||||
Issuance of shares for services | $ 1 | 51,239 | 51,240 | ||||
Issuance of shares for services (in Shares) | 360 | ||||||
Issuance of shares for employee compensation | $ 7 | 1,112,193 | 1,112,200 | ||||
Issuance of shares for employee compensation (in Shares) | 6,700 | ||||||
Net loss | (6,379,667) | (6,379,667) | |||||
Balance at Mar. 31, 2021 | $ 294 | (201,605) | 38,829,985 | (27,258,845) | 11,369,829 | ||
Balance (in Shares) at Mar. 31, 2021 | 289,806 | ||||||
Balance at Dec. 31, 2020 | $ 262 | (201,605) | 32,092,003 | (20,879,178) | 11,011,482 | ||
Balance (in Shares) at Dec. 31, 2020 | 259,474 | ||||||
Net loss | (22,318,832) | ||||||
Balance at Sep. 30, 2021 | $ 490 | (201,605) | 56,473,723 | (43,300,277) | 12,972,331 | ||
Balance (in Shares) at Sep. 30, 2021 | 481,862 | ||||||
Balance at Mar. 31, 2021 | $ 294 | (201,605) | 38,829,985 | (27,258,845) | 11,369,829 | ||
Balance (in Shares) at Mar. 31, 2021 | 289,806 | ||||||
Stock option and warrant compensation | 259,070 | 259,070 | |||||
Issuance of shares for services | $ 2 | 181,858 | 181,860 | ||||
Issuance of shares for services (in Shares) | 1,360 | ||||||
Issuance of shares for employee compensation | $ 3 | 331,497 | 331,500 | ||||
Issuance of shares for employee compensation (in Shares) | 2,600 | ||||||
Net loss | (6,178,436) | (6,178,436) | |||||
Balance at Jun. 30, 2021 | $ 299 | (201,605) | 39,602,410 | (33,437,281) | 5,963,823 | ||
Balance (in Shares) at Jun. 30, 2021 | 293,766 | ||||||
Stock option and warrant compensation | 219,885 | 219,885 | |||||
Issuance of shares for the settlement of debt | $ 97 | 5,749,825 | 5,749,922 | ||||
Issuance of shares for the settlement of debt (in Shares) | 96,050 | ||||||
Issuance of restricted stock units for compensation | 674,265 | 674,265 | |||||
Restricted stock unit compensation | $ 1 | (1) | |||||
Restricted stock unit compensation (in Shares) | 320 | ||||||
Issuance of shares and warrants for offering, net of issuance costs | $ 92 | 10,119,909 | 10,120,001 | ||||
Issuance of shares and warrants for offering, net of issuance costs (in Shares) | 91,667 | ||||||
Issuance of shares for services | $ 1 | 5,163 | 5,164 | ||||
Issuance of shares for services (in Shares) | 59 | ||||||
Down round | 102,267 | (102,267) | |||||
Net loss | (9,760,729) | (9,760,729) | |||||
Balance at Sep. 30, 2021 | $ 490 | (201,605) | 56,473,723 | (43,300,277) | 12,972,331 | ||
Balance (in Shares) at Sep. 30, 2021 | 481,862 | ||||||
Balance at Dec. 31, 2021 | $ 899 | (201,605) | 77,734,288 | (67,352,809) | 10,180,773 | ||
Balance (in Shares) at Dec. 31, 2021 | 888,597 | ||||||
Stock option and warrant compensation | 219,885 | 219,885 | |||||
Issuance of restricted stock units for compensation | $ 6 | (6) | |||||
Issuance of restricted stock units for compensation (in Shares) | 5,744 | ||||||
Restricted stock unit compensation | 377,671 | 377,671 | |||||
Issuance of shares for services | $ 1 | 3,718 | 3,719 | ||||
Issuance of shares for services (in Shares) | 180 | ||||||
Net loss | (6,059,141) | (6,059,141) | |||||
Balance at Mar. 31, 2022 | $ 906 | (201,605) | 78,335,556 | (73,411,950) | 4,722,907 | ||
Balance (in Shares) at Mar. 31, 2022 | 894,521 | ||||||
Balance at Dec. 31, 2021 | $ 899 | (201,605) | 77,734,288 | (67,352,809) | 10,180,773 | ||
Balance (in Shares) at Dec. 31, 2021 | 888,597 | ||||||
Net loss | (19,466,710) | ||||||
Balance at Sep. 30, 2022 | $ 3,731 | (201,605) | 99,720,486 | (86,828,138) | 12,694,474 | ||
Balance (in Shares) at Sep. 30, 2022 | 3,731,129 | ||||||
Balance at Mar. 31, 2022 | $ 906 | (201,605) | 78,335,556 | (73,411,950) | 4,722,907 | ||
Balance (in Shares) at Mar. 31, 2022 | 894,521 | ||||||
Stock option and warrant compensation | 724,584 | 724,584 | |||||
Issuance of restricted stock units for compensation | $ 3 | (3) | |||||
Issuance of restricted stock units for compensation (in Shares) | 2,751 | ||||||
Restricted stock unit compensation | 309,704 | 309,704 | |||||
Exercise of warrants, modification of warrants, and issuance of warrants | $ 180 | 1,203,589 | 1,203,769 | ||||
Exercise of warrants, modification of warrants, and issuance of warrants (in Shares) | 179,419 | ||||||
Issuance of shares for services | $ 31 | 249,969 | 250,000 | ||||
Issuance of shares for services (in Shares) | 30,685 | ||||||
Net loss | (5,850,006) | (5,850,006) | |||||
Balance at Jun. 30, 2022 | $ 1,120 | (201,605) | 80,823,399 | (79,261,956) | 1,360,958 | ||
Balance (in Shares) at Jun. 30, 2022 | 1,107,376 | ||||||
Stock option and warrant compensation | 338,439 | 338,439 | |||||
Restricted stock unit compensation | $ 7 | 293,112 | 293,119 | ||||
Restricted stock unit compensation (in Shares) | 6,621 | ||||||
Sale of Series B Preferred shares to related party | 20,000 | 20,000 | |||||
Sale of Series B Preferred shares to related party (in Shares) | 1 | ||||||
Redemption of Series B Preferred shares to related party | (20,000) | (20,000) | |||||
Redemption of Series B Preferred shares to related party (in Shares) | (1) | ||||||
Shares issued as inducement on loans, net of issuance costs | $ 48 | 146,474 | 146,522 | ||||
Shares issued as inducement on loans, net of issuance costs (in Shares) | 47,779 | ||||||
Warrants issued with loans | 878,622 | 878,622 | |||||
Anti-dilution reset of warrants | 8,619 | (8,619) | |||||
Issuance of shares for debt issuance costs | $ 11 | 96,019 | 96,030 | ||||
Issuance of shares for debt issuance costs (in Shares) | 10,477 | ||||||
Exercise of warrants | $ 1,337 | (1,337) | |||||
Exercise of warrants (in Shares) | 1,336,917 | ||||||
Issuance of shares and warrants for offering, net of issuance costs | $ 1,224 | 17,231,331 | 17,232,555 | ||||
Issuance of shares and warrants for offering, net of issuance costs (in Shares) | 1,224,333 | ||||||
Issuance of shares for services modification | $ (14) | 14 | |||||
Issuance of shares for services modification (in Shares) | (14,389) | ||||||
Issuance costs related to exercise of warrants, modification of warrants, and issuance of warrants | (94,195,000,000) | (94,195,000,000) | |||||
Rounding from reverse stock split | $ (2) | (11) | (13) | ||||
Rounding from reverse stock split (in Shares) | 12,015 | ||||||
Net loss | (7,557,563) | (7,557,563) | |||||
Balance at Sep. 30, 2022 | $ 3,731 | $ (201,605) | $ 99,720,486 | $ (86,828,138) | $ 12,694,474 | ||
Balance (in Shares) at Sep. 30, 2022 | 3,731,129 |
Condensed Statements of Cash Fl
Condensed Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (19,466,710) | $ (22,318,832) |
Adjustments to reconcile net loss to net cash used in operating activities | ||
Stock-based compensation | 2,517,121 | 3,136,646 |
Depreciation expense | 296,685 | 266,385 |
Amortization of intangible assets | 80,250 | 80,030 |
Amortization of debt discount | 1,533,048 | 1,845,358 |
Loss on extinguishment of debt | 2,500,970 | |
Changes in operating assets and liabilities: | ||
Accounts receivable | (229,315) | (268,430) |
Prepaid expenses | (18,864) | (243,359) |
Accounts payable and accrued expenses | 1,136,448 | 1,414,363 |
Deposits | (572,966) | |
Inventory | (947,729) | |
Net cash used in operating activities | (15,672,032) | (13,586,869) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchase of fixed assets | (278,256) | (900,693) |
Tenant improvement allowance receivable | (87,934) | (226,738) |
Deferred acquisition costs | (152,630) | |
Notes receivable and accrued interest | (55,454) | (6,542,740) |
Net cash used in investing activities | (421,644) | (7,822,801) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from note payable - related party | 80,000 | |
Proceeds from note payable | 3,138,888 | 5,000,000 |
Discount on note payable from offering costs | (411,887) | (526,460) |
Repayments of note payable | (3,138,888) | (315,790) |
Sale of Series B Preferred shares to related party | 20,000 | |
Common stock and warrants issued for cash, net of issuance costs | 17,232,555 | 10,120,001 |
Exercise of warrants | 3,718,956 | |
Exercise of warrants, modification of warrants, and issuance of warrants | 1,109,574 | |
Payments on financing on fixed asset | (563,751) | (418,428) |
Cash paid on extinguishment of note payable | (1,200,000) | |
Net cash provided by financing activities | 17,466,491 | 16,378,279 |
NET INCREASE (DECREASE) IN CASH | 1,372,815 | (5,031,391) |
CASH AT BEGINNING OF PERIOD | 7,872,061 | 10,500,826 |
CASH AT END OF PERIOD | 9,244,876 | 5,469,435 |
Supplemental cash flow information: | ||
Cash paid for income taxes | ||
Cash paid for interest expense | 740,301 | 15,789 |
NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||
Issuance of shares for the settlement of notes payable | 5,749,922 | |
Lease liability recognized from right of use asset | 2,806,427 | |
Original offering discount on convertible note payable | 1,000,000 | |
Debt discount from warrants issued with convertible note payable | 878,622 | 1,322,840 |
Debt discount from warrant consideration for convertible debt offering costs | 231,316 | |
Debt discount from shares issued as inducement for convertible note payable | 174,522 | |
Liability recognized for financed assets | 821,862 | |
Reduction in exercise price of warrants | 102,267 | |
Shares issued for debt offering costs | 96,030 | |
Redemption of Series B Preferred shares to related party | 20,000 | |
Anti-dilution reset of warrants modification | $ 8,619 |
Organization and Nature of Busi
Organization and Nature of Business | 9 Months Ended |
Sep. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION AND NATURE OF BUSINESS | NOTE 1 – ORGANIZATION AND NATURE OF BUSINESS Company Background Overview Aditxt, Inc. (“Aditxt” or the “Company”), formerly known as Aditx Therapeutics, Inc., was incorporated in the State of Delaware on September 28, 2017, and the Company’s headquarters are located in Richmond, VA. The Company is a biotech innovation company with a mission of prolonging life and enhancing its quality by improving the health of the immune system. The Company is developing biotechnologies specifically focused on improving the health of the immune system through immune reprogramming and monitoring. The Company’s immune reprogramming technologies are currently at the pre-clinical stage and are designed to retrain the immune system to induce tolerance with an objective of addressing rejection of transplanted organs, autoimmune diseases, and allergies. The Company’s immune monitoring technologies are designed to provide a personalized comprehensive profile of the immune system, and the Company plans to utilize them in its upcoming reprogramming clinical trials to monitor subjects’ immune response before, during and after drug administration. Reverse Stock Split On September 13, 2022, the Company effectuated a 1 for 50 reverse stock split (the “Reverse Split”). The Company’s stock began trading on a split-adjusted basis effective on the Nasdaq Stock Market on September 14, 2022. There was no change to the number of authorized shares of the Company’s common stock. All shares amounts referenced in this report are adjusted to reflect the Reverse Split. Offerings On August 31, 2021, the Company completed a registered direct offering (“August 2021 Offering”). In connection therewith, the Company issued 91,667 shares of common stock, at a purchase price of $120.00 per share, resulting in gross proceeds of approximately $11.0 million. In a concurrent private placement, the Company issued warrants to purchase up to 91,667 shares. The warrants have an exercise price of $126.50 per share and are exercisable for a five-year period commencing six months from the date of issuance. The warrants exercise price was subsequently repriced to $75.00. In addition, the Company issued a warrant to the placement agent to purchase up to 4,584 shares of common stock at an exercise price of $150.00 per share. On October 18, 2021, the Company entered into an underwriting agreement with Revere Securities LLC, relating to the public offering (the “October 2021 Offering”) of 56,667 shares of the Company’s common stock (the “Shares”) by the Company. The Shares were offered, issued, and sold at a price to the public of $75.00 per share under a prospectus supplement and accompanying prospectus filed with the SEC pursuant to an effective shelf registration statement filed with the SEC on Form S-3 (File No. 333-257645), which was declared effective by the SEC on July 13, 2021. The October 2021 Offering closed on October 20, 2021 for gross proceeds of $4.25 million. The Company utilized a portion of the proceeds, net of underwriting discounts of approximately $3.91 million from the October 2021 Offering to fund certain obligations under the Credit Agreement. (See Note 4) On December 6, 2021, we completed a public offering for net proceeds of $16.0 million (the “December 2021 Offering”). As part of the December 2021 Offering, we issued 164,929 units consisting of shares of the Company’s common stock and warrant to purchase shares of the Company’s common stock and 166,572 prefunded warrants. The warrant issued as part of the units had an exercise price of $57.50 and the prefunded warrants had an exercise price of $0.001. On June 15, 2022, the Company entered an agreement with a holder of certain warrants in the December 2021 Offering. (See Note 10) On September 20, 2022, we completed a public offering for net proceeds of $18.1 million (the “September 2022 Offering”). As part of the September 2022 Offering, we issued 1,224,333 of shares of the Company’s common stock, pre-funded warrants to purchase 2,109,000 shares of common stock, and warrants to purchase 3,333,333 shares of the Company’s common stock. The warrants had an exercise price of $6.00 and the pre-funded warrants had an exercise price of $0.001. Risks and Uncertainties The Company has a limited operating history and is in the very early stages of generating revenue from intended operations. The Company’s business and operations are sensitive to general business and economic conditions in the U.S. and worldwide along with local, state, and federal governmental policy decisions. A host of factors beyond the Company’s control could cause fluctuations in these conditions. Adverse conditions may include: changes in the biotechnology regulatory environment, technological advances that render our technologies obsolete, availability of resources for clinical trials, acceptance of technologies into the medical community, and competition from larger, more well-funded companies. These adverse conditions could affect the Company’s financial condition and the results of its operations. On January 30, 2020, the World Health Organization declared the COVID-19 novel coronavirus outbreak a “Public Health Emergency of International Concern” and on March 10, 2020, declared it to be a pandemic. Actions taken around the world to help mitigate the spread of the coronavirus include restrictions on travel, and quarantines in certain areas, and forced closures for certain types of public places and businesses. The COVID-19 coronavirus and actions taken to mitigate it have had and are expected to continue to have an adverse impact on the economies and financial markets of many countries, including the geographical area in which the Company operates. While it is unknown how long these conditions will last and what the financial impact will be to the Company, it is reasonably possible that future capital raising efforts and additional development of our technologies may be negatively affected. |
Going Concern Analysis
Going Concern Analysis | 9 Months Ended |
Sep. 30, 2022 | |
Going Concern Analysis [Abstract] | |
GOING CONCERN ANALYSIS | NOTE 2 – GOING CONCERN ANALYSIS Management Plans The Company was incorporated on September 28, 2017 and has not generated significant revenues to date. During the nine months ended September 30, 2022, the Company had a net loss of $19,466,710 and negative cash flow from operating activities of $15,672,032. As of September 30, 2022, the Company’s cash balance was $9,244,876. The Company has $67.3 million of remaining availability, subject to regulatory requirements, to raise future funds pursuant to an effective shelf registration statement filed with the SEC on Form S-3 declared effective on July 13, 2021. However, SEC regulations limit the amount of funds we can raise during any 12-month period pursuant to our effective shelf registration statement on Form S-3. We are currently subject to General Instruction I.B.6 to Form S-3, or the Baby Shelf Rule, and the amount of funds we can raise through primary public offerings of securities in any 12-month period using our shelf registration statement on Form S-3 is limited to one-third of the aggregate market value of the voting and non-voting common stock held by non-affiliates. We are currently limited by the Baby Shelf Rule as of the filing of this Quarterly Report, until such time as our public float exceeds $75 million. In addition to the shelf registration, the Company has the ability to raise capital from equity or debt through private placements or public offerings pursuant to a registration statement on Form S-1. We may also secure loans from related parties. However, factors such as stock price, volatility, trading volume, market conditions, demand and regulatory requirements may adversely affect the Company’s ability to raise capital in an efficient manner. Because of these factors, the Company believes that this creates substantial doubt with the Company’s ability to continue as a going concern. The condensed financial statements included in this report do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the matters discussed herein. The Company’s ability to continue as a going concern is dependent upon the ability to complete clinical studies and implement the business plan, generate sufficient revenues and to control operating expenses. In addition, the Company is consistently focused on raising capital, strategic acquisitions and alliances, and other initiatives to strengthen the Company. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and the rules and regulations of the Securities and Exchange Commission (“SEC”). In the opinion of the Company’s management, the accompanying condensed financial statements reflect all adjustments, consisting of normal, recurring adjustments, considered necessary for a fair presentation of the results for the interim periods ended September 30, 2022 and September 30, 2021. Although management believes that the disclosures in these unaudited condensed financial statements are adequate to make the information presented not misleading, certain information and footnote disclosures normally included in condensed financial statements that have been prepared in accordance U.S. GAAP have been omitted pursuant to the rules and regulations of the SEC. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s financial statements and notes related thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, filed with the SEC on March 31, 2022. The interim results for the nine months ended September 30, 2022 are not necessarily indicative of the results to be expected for the year ended December 31, 2022 or for any future interim periods. Use of Estimates The preparation of condensed financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed financial statements and the reported amounts of revenue and expense during the reporting period. Actual results could differ from those estimates. Significant estimates underlying the condensed financial statements include the collectability of notes receivable, collectability and reserve on accounts receivable, the reserve on insurance billing, and the fair value of stock options and warrants. Fair Value Measurements and Fair Value of Financial Instruments The Company adopted Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 820, Fair Value Measurements. ASC Topic 820 clarifies the definition of fair value, prescribes methods for measuring fair value, and establishes a fair value hierarchy to classify the inputs used in measuring fair value as follows: Level 1 - Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date. Level 2 - Inputs are unadjusted quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated by observable market data. Level 3 - Inputs are unobservable inputs which reflect the reporting entity’s own assumptions on what assumptions the market participants would use in pricing the asset or liability based on the best available information. The Company did not identify any assets or liabilities that are required to be presented on the balance sheets at fair value in accordance with ASC Topic 820. Due to the short-term nature of all financial assets and liabilities, their carrying value approximates their fair value as of the balance sheet dates. Concentrations of Credit Risk The Company maintains its cash accounts at financial institutions which are insured by the Federal Deposit Insurance Corporation. At times, the Company may have deposits in excess of federally insured limits. Cash and Cash Equivalents Cash and cash equivalents include short-term, liquid investments. Inventory Inventory consists of laboratory materials and supplies used in laboratory analysis. We capitalize inventory when purchased. Inventory is valued at the lower of cost or net realizable value on a first-in, first-out basis. We periodically perform obsolescence assessments and write off any inventory that is no longer usable. Fixed Assets Fixed assets are stated at cost less accumulated depreciation. Cost includes expenditures for furniture, office equipment, laboratory equipment, and other assets. Maintenance and repairs are charged to expense as incurred. When assets are sold, retired, or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is reflected in operations. The costs of fixed assets are depreciated using the straight-line method over the estimated useful lives or lease life of the related assets. Intangible Assets Intangible assets are stated at cost less accumulated amortization. For intangible assets that have finite lives, the assets are amortized using the straight-line method over the estimated useful lives of the related assets. For intangible assets with indefinite lives, the assets are tested periodically for impairment. Accounts Receivable and Allowance for Doubtful Accounts Accounts receivable are stated at the amount management expects to collect from outstanding balances. The Company generally does not require collateral to support customer receivables. The Company determines if receivables are past due based on days outstanding, and amounts are written off when determined to be uncollectible by management. As of September 30, 2022 and December 31, 2021, there was an allowance for doubtful accounts of $49,233 and zero, respectively. Revenue Recognition In accordance with ASC 606 (Revenue From Contracts with Customers), revenue is recognized when a customer obtains control of promised services. The amount of revenue recognized reflects the consideration to which the Company expects to be entitled to receive in exchange for these services. To achieve this core principle, the Company applies the following five steps: 1) Identify the contract with a customer 2) Identify the performance obligations in the contract 3) Determine the transaction price 4) Allocate the transaction price to performance obligations in the contract 5) Recognize revenue when or as the Company satisfies a performance obligation Revenues reported from services relating to the AditxtScore™ are recognized when the AditxtScore TM The Company recognizes revenue in the following manner for the following types of customers: Client Payers: Client payers include physicians or other entities for which services are billed based on negotiated fee schedules. The Company principally estimates the allowance for credit losses for client payers based on historical collection experience and the period of time the receivable has been outstanding. Cash Pay: Customers are billed based on established patient fee schedules or fees negotiated with physicians on behalf of their patients. Collection of billings is subject to credit risk and the ability of the patients to pay. Insurance: Reimbursements from healthcare insurers are based on fee for service schedules. Net revenues recognized consist of amounts billed net of contractual allowances for differences between amounts billed and the estimated consideration the Company expects to receive from such payers, collection experience, and the terms of the Company’s contractual arrangements. Leases Under Topic 842 (Leases), operating lease expense is generally recognized evenly over the term of the lease. The Company has operating leases consisting of office space, laboratory space, and lab equipment. Leases with an initial term of twelve months or less are not recorded on the balance sheet. We combine the lease and non-lease components in determining the lease liabilities and right of use (“ROU”) assets. Stock-Based Compensation The Company accounts for stock-based compensation costs under the provisions of ASC 718, Compensation—Stock Compensation, which requires the measurement and recognition of compensation expense related to the fair value of stock-based compensation awards that are ultimately expected to vest. Stock-based compensation expense recognized includes the compensation cost for all stock-based payments granted to employees, officers, and directors based on the grant date fair value estimated in accordance with the provisions of ASC 718. ASC 718 is also applied to awards modified, repurchased, or cancelled during the periods reported. Stock-based compensation is recognized as expense over the employee’s requisite vesting period and over the nonemployee’s period of providing goods or services. Patents The Company incurs fees from patent licenses, which are expensed as incurred. During the nine months ended September 30, 2022 and September 30, 2021, the Company incurred patent licensing fees for the patents of $256,589 and $76,245, respectively. Research and Development We incur research and development costs during the process of researching and developing our technologies and future offerings. We expense these costs as incurred unless such costs qualify for capitalization under applicable guidance. During the nine months ended September 30, 2022 and September 30, 2021, the Company incurred research and development costs of $4,186,842 and $3,340,247, respectively. Basic and Diluted Net Loss per Common Share Basic loss per common share is computed by dividing the net loss by the weighted average number of shares of common stock outstanding for each period. Diluted loss per share is computed by dividing the net loss by the weighted average number of shares of common stock outstanding plus the dilutive effect of shares issuable through the common stock equivalents. The weighted-average number of common shares outstanding excludes common stock equivalents because their inclusion would be anti-dilutive. As of September 30, 2022, 44,712 stock options, 10,556 unvested restricted stock units, and 5,522,224 warrants were excluded from dilutive earnings per share as their effects were anti-dilutive. As of September 30, 2021, 42,860 stock options, 28,576 unvested restricted stock units and 205,280 warrants were excluded from dilutive earnings per share as their effects were anti-dilutive. Recent Accounting Pronouncements The FASB issues ASUs to amend the authoritative literature in ASC. There have been several ASUs to date, including those above, that amend the original text of ASC. Management believes that those issued to date either (i) provide supplemental guidance, (ii) are technical corrections, (iii) are not applicable to us or (iv) are not expected to have a significant impact on our condensed financial statements. |
Note Receivable
Note Receivable | 9 Months Ended |
Sep. 30, 2022 | |
Receivables [Abstract] | |
NOTE RECEIVABLE | NOTE 4 – NOTE RECEIVABLE Cellvera Global Note Receivable On August 25, 2021, the Company entered into a letter of intent (“the LOI”) to acquire AiPharma Global Holdings LLC, a Delaware limited liability company, which subsequently changed its name to Cellvera Global Holdings LLC (“Cellvera Global”) which is commercializing COVID-19 antiviral oral therapy. Key terms of the proposed transaction as stated in the Letter of Intent included: the completion of a proposed $6.5 million secured loan from the Company to Cellvera Global by August 31, 2021, as well as the issuance of such number of shares of the Company’s common stock that yields 50% of the number of the Company’s outstanding shares post-closing of the transaction. The acquisition is subject to the satisfaction of numerous conditions, including satisfactory due diligence, the negotiation and execution of definitive agreements and other closing conditions, including board and shareholder approval and approval by Nasdaq of the listing of shares proposed to be issued in the transaction. The Company and Cellvera Global agreed to an exclusivity period until September 30, 2021 (the “Exclusivity Period”), with a view to settling the definitive agreement. On September 30, 2021, the parties entered into a letter agreement pursuant to which they agreed to extend the Exclusivity Period until October 4, 2021. On December 28, 2021, we entered into a Share Exchange Agreement with Cellvera Global f/k/a AiPharma Global, pursuant to which we (i) will acquire 9.5% of the issued and outstanding equity interests in Cellvera Global in exchange for the issuance of 96,324 shares of our common stock of Aditxt and a cash payment of $250,000, at an initial closing upon the satisfaction or waiver of certain conditions to closing; and (ii) acquire the remaining 90.5% of the issued and outstanding equity interests in Cellvera Global in exchange for the issuance of 798,560 shares of our common stock and a cash payment of $250,000 at a secondary closing upon the satisfaction or waiver of certain conditions to closing. Additionally, we may elect to raise additional capital due to market conditions or strategic considerations. In connection with the contemplated acquisition with Cellvera Global, the Company entered into a secured credit agreement dated August 27, 2021 (the “Credit Agreement”) with Cellvera Global and certain affiliated entities (collectively, the “Borrower”), pursuant to which the Company made a secured loan to Cellvera Global in the principal amount of $6.5 million (the “Loan”). The Loan was funded on August 31, 2021, following the closing of the Company’s August 2021 Offering. The Loan bears interest at a rate of 8% per annum and matured on November 30, 2021. The Loan is secured by certain accounts receivable and other assets of Cellvera Global and certain of its affiliates. The Credit Agreement also contains certain covenants that prohibit Cellvera Global from incurring additional indebtedness, incurring liens or making any dispositions of its property. On October 18, 2021, the Company entered into the first amendment to the Credit Agreement with Cellvera Global and certain affiliated entities (the “Credit Agreement Amendment”), pursuant to which the Company agreed to increase the amount which Cellvera Global was permitted to borrow under the Credit Agreement by $8.5 million to an aggregate of $15.0 million, of which $6.5 million was outstanding prior to entering the Credit Agreement Amendment. The Company agreed to fund such additional borrowings, as requested by Cellvera Global, by advancing 70% of any amounts received by the Company from the exercise of existing warrants or any other capital raises, including the October Offering. As of December 31, 2021, an additional $8.0 million was advanced under the Credit Agreement for a total of $14.5 million. The Credit Agreement was amended on multiple occasions, for which the final amendment was signed on December 31, 2021, extending the Loan’s maturity date to January 31, 2022. The Company determined that Cellvera Global may not have the ability to repay the note receivable. Accordingly, the Company recognized a full impairment of $14.5 million as of December 31, 2021. Forbearance Agreement: On January 31, 2022, the Company’s $14.5 million loan to Cellvera Global became fully due and payable under the Credit Agreement. On February 14, 2022, the Company entered into a Forbearance Agreement and Seventh Amendment to Credit Agreement (the “Forbearance Agreement”) with Cellvera Global. Pursuant to the Forbearance Agreement, the Company agreed to forbear from exercising its rights and remedies against Cellvera Global and certain affiliated guarantor parties until the earlier of (i) June 30, 2022 or (ii) the date of occurrence of any event of default under the Forbearance Agreement (the “Forbearance Period”). Given that the parties continue to conduct due diligence in connection with the Share Exchange Agreement, the Company and Cellvera Global also agreed that should the initial closing occur under the Share Exchange Agreement, the existing event of default will be waived. Under the Forbearance Agreement, the Company and Cellvera Global also agreed to certain amendments to the Credit Agreement, including, but not limited to: (i) the delivery by the Borrower of certain financial statements and forecasts, and (ii) certain regularly scheduled payments to be made by Cellvera Global to the Company during the Forbearance Period. As of the date of filing of this Quarterly Report, the regularly scheduled payments under the Forbearance Agreement have not been made, and the note receivable remains fully impaired. On April 4, 2022, the Company and Cellvera Global entered into a Forbearance Agreement and Eighth Amendment to the Credit Agreement (the “April Forbearance Agreement”) pursuant to which among other things (i) the Company agreed to extend the forbearance period until the earlier of March 31, 2023 or the date of occurrence of any event of default under the April Forbearance Agreement, (ii) Cellvera Global shall be permitted to factor certain receivables, and (iii) certain conforming changes were made relating to the Revenue Sharing Agreement (as defined below). In connection with the Forbearance Agreement, the Company entered into a series of security agreements with Cellvera Global (the “Security Agreements”) and certain affiliated entities pursuant to which Cellvera Global enhanced the Company’s security interest in connection with the Credit Agreement. In addition, and as a condition to entering into the April Forbearance Agreement, the Company required that Cellvera Global enter into a Revenue Sharing Agreement (the “Revenue Sharing Agreement”), pursuant to which, among other things, Cellvera Global agreed to pay the Company a certain portion of its revenues up to the aggregate amount of $30 million. As of the date of filing of this Quarterly Report, the Company has not received any payments from Cellvera Global pursuant to the Revenue Sharing Agreement. Concurrently with the execution of the April Forbearance Agreement and the Revenue Sharing Agreement, the Company and AiPharma Group, Ltd. entered into an Amendment to the Share Exchange Agreement (the “Share Exchange Amendment”) which amended the Share Exchange Agreement to, among other things: (i) modify the financial statements required to be delivered by AiPharma Group, Ltd. at the initial closing to include the unaudited financial statements for the three months ended March 31, 2022 and 2021, (ii) permit the Company to amend its Certificate of Incorporation without the consent of AiPharma Group, Ltd. in order to effect a reverse stock split of the Company’s common stock, if necessary, in order to maintain its listing on the Nasdaq Capital Market, and (iii) make certain other conforming changes related to the March Forbearance Agreement and Revenue Sharing Agreement. Target Company Note Receivable On December 10, 2021, the Company entered into a secured credit agreement dated December 10, 2021 (the “Target Company Credit Agreement”) and signed on December 10, 2021 with the Target Company, pursuant to which the Company made a secured loan to the Target Company in the principal amount of $500,000 (the “Target Company Loan”) and agreed to make additional secured loans, as requested by the Target Company and approved by the Company, in an amount not to exceed $4.5 million. The Target Company Loan bears interest at a rate of 8% per annum and mature on December 8, 2022, provided, that the Letter of Intent currently contemplates that the Target Company Loan will be forgivable upon the closing of the acquisition contemplated by the letter of intent. The Target Company Credit Agreement also contains certain covenants that prohibit the Target Company from incurring additional indebtedness, entering into any fundamental transactions, issuing any equity interests subject to certain limited exceptions, or making any dispositions of its property. In connection with the Target Company Credit Agreement, the Company entered into a Security Agreement with the Target Company, pursuant to which the Target Company granted the Company a security interest in all of the Target Company’s assets as security for the Target Company Loan. As of September 30, 2022, the outstanding principal of the Target Company Loan is $500,000 and the accrued interest on the Loan is $32,438. Future Receipt Agreements Overpayment On September 30, 2022, the Company paid off the Future Receipts Agreement and the Agreement (as defined in Note 8). This resulted in overpayments of $56,572 and $28,800, respectively. These amounts are reflected as notes receivable and are deemed collectible. |
Fixed Assets
Fixed Assets | 9 Months Ended |
Sep. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
FIXED ASSETS | NOTE 5 – FIXED ASSETS The Company’s fixed assets include the following on September 30, 2022: Cost Basis Accumulated Net Computers $ 370,029 $ (166,635 ) $ 203,394 Lab Equipment 2,497,273 (509,267 ) 1,988,006 Office Furniture 56,656 (6,784 ) 49,872 Other Fixed Assets 8,605 (1,009 ) 7,596 Total Fixed Assets $ 2,932,563 $ (683,695 ) $ 2,248,868 The Company’s fixed assets include the following on December 31, 2021: Cost Basis Accumulated Net Computers $ 312,489 $ (75,053 ) $ 237,436 Lab Equipment 2,240,252 (306,688 ) 1,933,564 Office Furniture 90,757 (4,857 ) 85,900 Other Fixed Assets 10,809 (412 ) 10,397 Total Fixed Assets $ 2,654,307 $ (387,010 ) $ 2,267,297 Depreciation expense was $99,980 and $99,857, for the three months ended September 30, 2022 and 2021, respectively. Depreciation expense was $296,684 and $266,385, for the nine months ended September 30, 2022 and 2021, respectively. None of the Company’s fixed assets serve as collateral against any loans as of September 30, 2022 and December 31, 2021, other than those subject to the financed asset liability. |
Intangible Assets
Intangible Assets | 9 Months Ended |
Sep. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS | NOTE 6 – INTANGIBLE ASSETS The Company’s intangible assets include the following on September 30, 2022: Cost Basis Accumulated Net Proprietary Technology $ 321,000 $ (187,250 ) $ 133,750 Total Intangible Assets $ 321,000 $ (187,250 ) $ 133,750 The Company’s intangible assets include the following on December 31, 2021: Cost Basis Accumulated Net Proprietary Technology $ 321,000 $ (107,000 ) $ 214,000 Total Intangible Assets $ 321,000 $ (107,000 ) $ 214,000 Amortization expense was $26,750 and $26,970 for the three months ended September 30, 2022 and 2021, respectively. Amortization expense was $80,250 and $80,030 for the nine months ended September 30, 2022 and 2021, respectively. None of the Company’s intangible assets serve as collateral against any loans as of September 30, 2022 and December 31, 2021. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2022 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 7 – RELATED PARTY TRANSACTIONS On January 28, 2022, the Company granted 9,600 restricted stock units to an officer of the Company pursuant to the Company’s 2021 Equity Incentive Plan. The Company recognized $126,613 in stock-based compensation for the issuance of these vested and unvested restricted stock units during the period ended September 30, 2022. (Note 10) On July 19, 2022, the Company entered into a Subscription and Investment Representation Agreement with its Chief Executive Officer (the “Purchaser”), pursuant to which the Company agreed to issue and sell one (1) share of the Company’s Series B Preferred Stock (the “Preferred Stock”), par value $0.001 per share, to the Purchaser for $20,000 in cash. On July 19, 2022, the Company filed a certificate of designation (the “Certificate of Designation”) with the Secretary of State of Delaware, effective as of the time of filing, designating the rights, preferences, privileges and restrictions of the share of Preferred Stock. The Certificate of Designation provides that the share of Preferred Stock will have 250,000,000 votes and will vote together with the outstanding shares of the Company’s common stock as a single class exclusively with respect to any proposal to amend the Company’s Restated Certificate of Incorporation to effect a reverse stock split of the Company’s common stock. The Preferred Stock will be voted, without action by the holder, on any such proposal in the same proportion as shares of common stock are voted. The Preferred Stock otherwise has no voting rights except as otherwise required by the General Corporation Law of the State of Delaware. The Preferred Stock is not convertible into, or exchangeable for, shares of any other class or series of stock or other securities of the Company. The Preferred Stock has no rights with respect to any distribution of assets of the Company, including upon a liquidation, bankruptcy, reorganization, merger, acquisition, sale, dissolution or winding up of the Company, whether voluntarily or involuntarily. The holder of the Preferred Stock will not be entitled to receive dividends of any kind. The outstanding share of Preferred Stock shall be redeemed in whole, but not in part, at any time (i) if such redemption is ordered by the Board of Directors in its sole discretion or (ii) automatically upon the effectiveness of the amendment to the Certificate of Incorporation implementing a reverse stock split. Upon such redemption, the holder of the Preferred Stock will receive consideration of $20,000 in cash. On September 13, 2022, the share was redeemed. On July 21, 2022, the Chief Executive Officer loaned $80,000 to the Company. The loan was evidenced by an unsecured promissory note (the “Promissory Note”). Pursuant to the terms of the Promissory Note, it will accrue interest at a rate of four and three-quarters percent (4.75%) per annum, the Prime rate on the date of signing, and is due on the earlier of January 22, 2023, or an event of default. |
Note Payable
Note Payable | 9 Months Ended |
Sep. 30, 2022 | |
Note Payable [Abstract] | |
NOTE PAYABLE | NOTE 8 – NOTE PAYABLE On May 27, 2022, the Company entered into an agreement for the purchase and sale of future receipts (the “Future Receipts Agreement”) with a commercial funding source pursuant to which the Company agreed to sell to the funder certain future trade receipts in the aggregate amount of $792,000 (the “Future Receipts Purchased Amount” for gross proceeds to the Company of $550,000, less origination fees of $16,500 and professional service fees of $13,500. Pursuant to the Future Receipts Agreement, the Company granted the funder a security interest in all of the Company’s present and future accounts receivable in an amount not to exceed the Future Receipts Purchased Amount. The Purchased Amount shall be repaid by the Company in 28 weekly installments of approximately $28,000 with the final payment due on December 7, 2022. As of September 30, 2022, the principal balance and accrued interest was paid off in full. On August 31, 2022, the Company entered into an Agreement for the Purchase and Sale of Future Receipts (the “Agreement”) with a commercial funding source pursuant to which the Company agreed to sell to the funder certain future trade receipts in the aggregate amount $288,000 (the “Purchased Amount”) for gross proceeds to the Company of $200,000, less origination fees of $20,000. Pursuant to the Agreement, the Company granted the funder a security interest in all of the Company’s present and future accounts receivable in an amount not to exceed the Purchased Amount. The Purchased Amount shall be repaid by the Company in 20 weekly installments of approximately $14,400 with the final payment due on January 18, 2023. In connection with the Agreement, the Company also issued a warrant to purchase 26,667 shares of the Company’s common stock. As of September 30, 2022, the principal balance and accrued interest was paid off in full. Convertible Note Financing: On August 4, 2022, the Company entered into a Securities Purchase Agreement (the “SPA”) with certain accredited investors to purchase $1,277,778 in principal amount 10% Senior Secured Promissory Notes (the “August 2022 Notes”), resulting in gross proceeds to the Company of $1,150,000, exclusive of placement agent commission and fees and other offering expenses. In connection therewith, the Company issued, 25,556 shares of common stock as commitment fees and warrants (the “August 2022 Warrants”) to purchase up to 108,517 shares of the Company’s common stock. On August 11, 2022, the Company entered into a SPA with certain accredited investors to purchase $555,556 in principal amount of August 2022 Notes, resulting in gross proceeds to the Company of $500,000. In connection therewith, the Company issued 11,112 shares of common stock as commitment fees and August 2022 Warrants to purchase up to 47,182 shares of the Company’s common stock. The August 2022 Notes have a maturity date of twelve (12) months from the date of issuance and are convertible at the option of the Investor at any time prior to maturity in shares of Common Stock (the “Conversion Shares”) at an initial conversion price of $11.78 per share, subject to adjustments. The August 2022 Warrants are exercisable for a period of five (5) years from the period commencing on the commencement date (as defined in the August 2022 Warrant) and ending on 5:00 p.m. eastern standard time on the date that is five (5) years after the date of issuance, at an initial exercise price of $11.78, subject to adjustment provided therein (including cashless exercise). On August 25, 2022, the Company entered into a First Amendment and Waiver with the holders of the August 2022 Warrants, pursuant to which the exercise price of the August 2022 Warrants was reduced to $7.50 per share and the August 2022 Warrants were modified such that they are not exercisable unless and until the Company obtains stockholder approval of the issuance of any shares of common stock upon exercise of the August 2022 Warrants. On September 16, 2022, the exercise price of the August 2022 Warrants was further adjusted to $6.00 per share. Convertible Note Financing Follow On: On September 12, 2022, the Company entered into a SPA with a certain accredited investor to purchase $555,555 in principal amount of August 2022 Notes, resulting in gross proceeds to the Company of $500,000. In connection therewith, the Company issued 11,112 shares of common stock as commitment fees and warrants (the “August 2022 Follow On Warrants”) to purchase up to 74,074 shares of the Company’s common stock. The August 2022 Follow On Warrants are exercisable for a period of five (5) years from the period commencing on the commencement date (as defined in the August 2022 Follow On Warrant) and ending on 5:00 p.m. eastern standard time on the date that is five (5) years after the date of issuance, at an initial exercise price of $7.50, subject to adjustments. On September 16, 2022, the exercise price of the August 2022 Follow On Warrants was adjusted to $6.00 per share. As of September 30, 2022, the principal balance of $2,388,889, prepayment penalty of $238,889 and accrued interest of $119,444 relating to the August 2022 Notes was paid off in full. |
Leases
Leases | 9 Months Ended |
Sep. 30, 2022 | |
Leases [Abstract] | |
LEASES | NOTE 9 – LEASES Our lease agreements generally do not provide an implicit borrowing rate; therefore, an internal incremental borrowing rate is determined based on information available at lease commencement date for purposes of determining the present value of lease payments. We used the incremental borrowing rate on September 30, 2022 and December 31, 2021 for all leases that commenced prior to that date. In determining this rate, which is used to determine the present value of future lease payments, we estimate the rate of interest we would pay on a collateralized basis, with similar payment terms as the lease and in a similar economic environment. Lease Costs Nine Months Nine Months Components of total lease costs: Operating lease expense $ 988,381 $ 515,956 Total lease costs $ 988,381 $ 515,956 Lease Positions as of September 30, 2022 and December 31, 2021 ROU lease assets and lease liabilities for our operating leases are recorded on the balance sheet as follows: September 30, December 31, Assets Right of use asset – long term $ 3,426,746 $ 4,097,117 Total right of use asset $ 3,426,746 $ 4,097,117 Liabilities Operating lease liabilities – short term $ 1,122,869 $ 1,145,126 Operating lease liabilities – long term 2,112,362 2,765,933 Total lease liability $ 3,235,231 $ 3,911,059 Lease Terms and Discount Rate Weighted average remaining lease term (in years) – operating leases 1.80 Weighted average discount rate – operating leases 8.00 % |
Stockholders_ Equity
Stockholders’ Equity | 9 Months Ended |
Sep. 30, 2022 | |
Stockholders' Equity Note [Abstract] | |
STOCKHOLDERS’ EQUITY | NOTE 10 – STOCKHOLDERS’ EQUITY Common Stock On May 24, 2021, the Company increased the number of authorized shares of the Company’s common stock, par value $0.001 per share, from 27,000,000 to 100,000,000 (the “Authorized Shares Increase”) by filing a Certificate of Amendment (the “Certificate of Amendment”) to its Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware. In accordance with the General Corporation Law of the State of Delaware, the Authorized Shares Increase and the Certificate of Amendment were approved by the stockholders of the Company at the Company’s Annual Meeting of Stockholders on May 19, 2021. On September 13, 2022, the Company effectuated a 1 for 50 reverse stock split (the “Reverse Split”). The Company’s stock began trading at the Reverse Split price effective on the Nasdaq Stock Market on September 14, 2022. There was no change to the number of authorized shares of the Company’s common stock. During the nine months ended September 30, 2022, the Company issued 16,476 shares of common stock and recognized expense of $253,719 in stock-based compensation for consulting services. The Company also granted 11,644 Restricted Stock Units and, 15,153 Restricted Stock Units vested which resulted in the issuance of shares. As a result, the Company recognized expense of $993,462 in stock-based compensation. The stock-based compensation for shares issued or RSU’s granted during the period were valued based on the fair market value on the date of grant. The Company issued 58,257 shares in relation to the issuance of notes (See Note 8). The Company issued 1,224,333 shares of common stock as part of the September 2022 Offering. The Company also issued 1,337,000 shares of common stock as a result of the exercise of prefunded warrants from the September 2022 Offering. During the nine months ended September 30, 2021, the Company issued 1,779 shares of common stock and recognized expense of $238,264 in stock-based compensation for consulting services. The Company also issued 23,272 shares of common stock upon the exercise of warrants and received $3,718,956 in cash proceeds. The Company granted 9,300 shares of restricted common stock for employee compensation and recognized expense of $1,443,700 in stock-based compensation. The Company also granted 28,908 Restricted Stock Units, of which 320 vested and resulted in the issuance of shares, as a result, the Company recognized expense of $674,265 in stock-based compensation. The Company issued 96,050 shares of common stock for the conversion of a convertible note. The Company issued 91,667 shares of common stock as part of the August 2021 Offering. The stock-based compensation for shares issued or RSU’s granted during the period, were valued based on the fair market value on the date of grant. Preferred Stock The Company is authorized to issue 3,000,000 shares of preferred stock, par value $0.001 per share. There were no shares of preferred stock outstanding as of September 30, 2022 and December 31, 2021, respectively. Issuance of Series B Preferred Stock: On July 19, 2022, the Company entered into a Subscription and Investment Representation Agreement with its Chief Executive Officer (the “Purchaser”), pursuant to which the Company agreed to issue and sell one (1) share of the Company’s Series B Preferred Stock (the “Preferred Stock”), par value $0.001 per share, to the Purchaser for $20,000 in cash. On July 19, 2022, the Company filed a certificate of designation (the “Certificate of Designation”) with the Secretary of State of Delaware, effective as of the time of filing, designating the rights, preferences, privileges and restrictions of the share of Preferred Stock. The Certificate of Designation provides that the share of Preferred Stock will have 250,000,000 votes and will vote together with the outstanding shares of the Company’s common stock as a single class exclusively with respect to any proposal to amend the Company’s Restated Certificate of Incorporation to effect a reverse stock split of the Company’s common stock. The Preferred Stock will be voted, without action by the holder, on any such proposal in the same proportion as shares of common stock are voted. The Preferred Stock otherwise has no voting rights except as otherwise required by the General Corporation Law of the State of Delaware. The Preferred Stock is not convertible into, or exchangeable for, shares of any other class or series of stock or other securities of the Company. The Preferred Stock has no rights with respect to any distribution of assets of the Company, including upon a liquidation, bankruptcy, reorganization, merger, acquisition, sale, dissolution or winding up of the Company, whether voluntarily or involuntarily. The holder of the Preferred Stock will not be entitled to receive dividends of any kind. The outstanding share of Preferred Stock shall be redeemed in whole, but not in part, at any time (i) if such redemption is ordered by the Board of Directors in its sole discretion or (ii) automatically upon the effectiveness of the amendment to the Certificate of Incorporation implementing a reverse stock split. Upon such redemption, the holder of the Preferred Stock will receive consideration of $20,000 in cash. On September 13, 2022, the share was redeemed. Stock-Based Compensation In October 2017, our Board of Directors adopted the Aditx Therapeutics, Inc. 2017 Equity Incentive Plan (the “2017 Plan”). The 2017 Plan provides for the grant of equity awards to directors, employees, and consultants. The Company is authorized to issue up to 2,500,000 shares of our common stock pursuant to awards granted under the 2017 Plan. The 2017 Plan is administered by our Board of Directors, and expires ten years after adoption, unless terminated earlier by the Board of Directors. All shares of our common stock pursuant to awards under the 2017 Plan have been awarded. On February 24, 2021, our Board of Directors adopted the Aditx Therapeutics, Inc. 2021 Omnibus Equity Incentive Plan (the “2021 Plan”). The 2021 Plan provides for grants of nonqualified stock options, incentive stock options, stock appreciation rights, restricted stock and restricted stock units, and other stock-based awards (collectively, the “Awards”). Eligible recipients of Awards include employees, directors or independent contractors of the Company or any affiliate of the Company. The Compensation Committee of the Board of Directors (the “Committee”) will administer the 2021 Plan. A total of 60,000 shares of common stock, par value $0.001 per share, of the Company may be issued pursuant to Awards granted under the 2021 Plan. The exercise price per share for the shares to be issued pursuant to an exercise of a stock option will be no less than one hundred percent (100%) of the Fair Market Value (as defined in the 2021 Plan) of a share of Common Stock on the date of grant. The 2021 Plan was submitted and approved by the Company’s stockholders at the 2021 annual meeting of stockholders, held on May 19, 2021. During the nine months ended September 30, 2022 and 2021, the Company granted no new options. The following is an analysis of the stock option grant activity under the Plan: Vested and Nonvested Stock Options Number Weighted Weighted Outstanding December 31, 2021 44,710 $ 170.00 6.74 Granted - - - Exercised - - - Expired or forfeited - - - Outstanding September 30, 2022 44,710 $ 170.00 5.99 Nonvested Stock Options Number Weighted- Nonvested on December 31, 2021 9,063 $ 108.50 Granted - - Vested (6,088 ) 110.23 Forfeited - - Nonvested on September 30, 2022 2,975 $ 105.71 The Company recognized stock-based compensation expense related to options granted and vesting expense of $660,191 during the nine months ended September 30, 2022, of which $472,156 is included in general and administrative expenses and $188,035 is included in research and development expenses in the accompanying statements of operations. The remaining value to be expensed is $310,887 with a weighted average vesting term of 0.88 years as of September 30, 2022. The Company recognized stock-based compensation expense related to options issued and vesting of $616,781 during the nine months ended September 30, 2021, which $556,817 is included in general and administrative expenses and $59,964 is included in research and development expenses in the accompanying statements of operations. Warrants During the nine months ended September 30, 2022 the Company issued 6,423,456 warrants. During the nine months ended September 30, 2021, the Company issued 113,750 warrants. For the nine months ended September 30, 2022, the fair value of each warrant granted was estimated using the assumption and/or factors in the Black-Scholes Model as follows: Exercise price $ 7.50-20.00 Expected dividend yield 0 % Risk free interest rate 2.55%-3.47 % Expected life in years 5.00-5.50 Expected volatility 147%-165 % For the nine months ended September 30, 2021, the fair value of each warrant issued was estimated using the assumption ranges and/or factors in the Black-Scholes Model as follows: Exercise price $ 200.00 Expected dividend yield 0 % Risk free interest rate 0.17%-0.42 % Expected life in years 3.00-5.00 Expected volatility 154%-159 % The risk-free interest rate assumption for warrants granted is based upon observed interest rates on the United States Government Bond Equivalent Yield appropriate for the expected term of warrants. The Company determined the expected volatility assumption for warrants granted using the historical volatility of comparable public companies’ common stock. The Company will continue to monitor peer companies and other relevant factors used to measure expected volatility for future warrant grants, until such time that the Company’s common stock has enough market history to use historical volatility. The dividend yield assumption for warrants granted is based on the Company’s history and expectation of dividend payouts. The Company has never declared nor paid any cash dividends on its common stock, and the Company does not anticipate paying any cash dividends in the foreseeable future. The Company recognizes warrant forfeitures as they occur as there is insufficient historical data to accurately determine future forfeitures rates. A summary of warrant issuances are as follows: Vested and Nonvested Warrants Number Weighted Weighted Outstanding December 31, 2021 601,400 $ 83.50 4.38 Granted 6,497,530 4.71 4.90 Exercised (1,516,419 ) 0.89 - Expired or forfeited (60,312 ) 38.33 - Rounding for Reverse Split 25 - - Outstanding September 30, 2022 5,522,224 $ 11.93 4.80 Nonvested Warrants Number Weighted- Nonvested on December 31, 2021 92,567 $ 75.50 Granted 6,497,530 4.71 Vested (6,016,340 ) 5.00 Forfeited (55,000 ) 20.00 Nonvested on September 30, 2022 518,757 $ 11.45 The Company recognized stock-based compensation expense related to warrants granted and vesting expense of $609,748 during the nine months ended September 30, 2022, of which $105,049 is included in general and administrative and $504,699 is included in sales and marketing in the accompanying Statements of Operations. The Company recognized stock-based compensation expense related to warrants granted and vesting expense of $163,637 during the nine months ended September 30, 2021, which is included in general and administrative in the accompanying Statements of Operations. The remaining value to be expensed is zero as of September 30, 2022. The weighted average vesting term is zero as of September 30, 2022. On June 15, 2022, the Company entered an agreement with a holder of certain of the Series C Warrants (the “Holder”). Pursuant to the agreement, the Holder has agreed to exercise in cash 179,419 of its Series C Warrants at a reduced exercise price of $7.50 per Share (reduced from $57.50 per share), for gross proceeds to the Company of approximately $1.35 million. As an inducement to such exercise, the Company has agreed to reduce the exercise price of the Holder’s remaining Series C Warrants to purchase up to 49,153 Shares from $57.50 to $12.395 per share, which will be non-exercisable for a period of six months following the closing date. The modification of this exercise price resulted in an increase of $344,158 to the fair value of the Series C Warrants. This modification was an inducement on the transaction and as such was recoded to equity resulting in no net change to additional paid in capital. In addition, the Company issued to the Holder a new warrant to purchase up to 407,991 shares of the Company’s common stock at an exercise price of $12.395 per share, which will be non-exercisable for a period of six months following issuance date and have a term of five and one-half years. This inducement resulted in a total increase of $3,759,044 to the fair value of the warrants. Restricted Stock Units A summary of Restricted Stock Units (“RSUs”) issuances are as follows: Nonvested RSUs Number Weighted Nonvested December 31, 2021 15,565 $ 96.00 Granted 11,644 22.74 Vested (15,153 ) 68.20 Forfeited (1,500 ) 77.42 Nonvested September 30, 2022 10,556 $ 57.87 The Company recognized stock-based compensation expense related to RSUs granted and vesting expense of $993,462 and $674,265 during the nine months ended September 30, 2022 and September 30, 2021, respectively, of which, $707,904 is included in general and administrative and $285,558 is included in research and development in the accompanying Statements of Operations. The remaining value to be expensed is $551,684 with a weighted average vesting term of 0.57 years as of September 30, 2022. During the nine months ended September 30, 2022, the Company granted a total of 11,644 RSUs. As of September 30, 2022, 15,513 RSUs vested and the Company issued 15,153 shares of common stock for the 15,153vested RSUs. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2022 | |
Income Taxes [Abstract] | |
INCOME TAXES | NOTE 11 – INCOME TAXES The Company has incurred losses since inception. During the nine months ended September 30, 2022, the Company did not provide any provision for income taxes as the Company incurred losses during such period. The Company accounts for income taxes using the asset and liability method in accordance with ASC 740, “Accounting for Income Taxes”. The asset and liability method provides that deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities and for operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates and laws that will be in effect when the differences are expected to reverse. In assessing the need for a valuation allowance, the Company has considered both positive and negative evidence related to the likelihood of realization of deferred tax assets using a “more likely than not” standard. In making such assessment, more weight was given to evidence that could be objectively verified, including recent cumulative losses. Based on the Company’s review of this evidence, the Company has recorded a full valuation allowance for its net deferred tax assets as of September 30, 2022. As of September 30, 2022, the Company did not have any amounts recorded pertaining to uncertain tax positions. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 12 – SUBSEQUENT EVENTS Redemption of Series B Preferred Stock On October 7, 2022, the Company paid $20,000 in consideration for the one share of Preferred Stock which was redeemed on September 13, 2022. Repayment of Promissory Note On October 7, 2022, the Company fully repaid the $80,000 Promissory Note and $812 of accrued interest to its Chief Executive Officer. The Chief Executive Officer and the Company entered the Promissory Note on July 21, 2022. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and the rules and regulations of the Securities and Exchange Commission (“SEC”). In the opinion of the Company’s management, the accompanying condensed financial statements reflect all adjustments, consisting of normal, recurring adjustments, considered necessary for a fair presentation of the results for the interim periods ended September 30, 2022 and September 30, 2021. Although management believes that the disclosures in these unaudited condensed financial statements are adequate to make the information presented not misleading, certain information and footnote disclosures normally included in condensed financial statements that have been prepared in accordance U.S. GAAP have been omitted pursuant to the rules and regulations of the SEC. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s financial statements and notes related thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, filed with the SEC on March 31, 2022. The interim results for the nine months ended September 30, 2022 are not necessarily indicative of the results to be expected for the year ended December 31, 2022 or for any future interim periods. |
Use of Estimates | Use of Estimates The preparation of condensed financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed financial statements and the reported amounts of revenue and expense during the reporting period. Actual results could differ from those estimates. Significant estimates underlying the condensed financial statements include the collectability of notes receivable, collectability and reserve on accounts receivable, the reserve on insurance billing, and the fair value of stock options and warrants. |
Fair Value Measurements and Fair Value of Financial Instruments | Fair Value Measurements and Fair Value of Financial Instruments The Company adopted Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 820, Fair Value Measurements. ASC Topic 820 clarifies the definition of fair value, prescribes methods for measuring fair value, and establishes a fair value hierarchy to classify the inputs used in measuring fair value as follows: Level 1 - Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date. Level 2 - Inputs are unadjusted quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated by observable market data. Level 3 - Inputs are unobservable inputs which reflect the reporting entity’s own assumptions on what assumptions the market participants would use in pricing the asset or liability based on the best available information. The Company did not identify any assets or liabilities that are required to be presented on the balance sheets at fair value in accordance with ASC Topic 820. Due to the short-term nature of all financial assets and liabilities, their carrying value approximates their fair value as of the balance sheet dates. |
Concentrations of Credit Risk | Concentrations of Credit Risk The Company maintains its cash accounts at financial institutions which are insured by the Federal Deposit Insurance Corporation. At times, the Company may have deposits in excess of federally insured limits. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents include short-term, liquid investments. |
Inventory | Inventory Inventory consists of laboratory materials and supplies used in laboratory analysis. We capitalize inventory when purchased. Inventory is valued at the lower of cost or net realizable value on a first-in, first-out basis. We periodically perform obsolescence assessments and write off any inventory that is no longer usable. |
Fixed Assets | Fixed Assets Fixed assets are stated at cost less accumulated depreciation. Cost includes expenditures for furniture, office equipment, laboratory equipment, and other assets. Maintenance and repairs are charged to expense as incurred. When assets are sold, retired, or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is reflected in operations. The costs of fixed assets are depreciated using the straight-line method over the estimated useful lives or lease life of the related assets. |
Intangible Assets | Intangible Assets Intangible assets are stated at cost less accumulated amortization. For intangible assets that have finite lives, the assets are amortized using the straight-line method over the estimated useful lives of the related assets. For intangible assets with indefinite lives, the assets are tested periodically for impairment. |
Accounts Receivable and Allowance for Doubtful Accounts | Accounts Receivable and Allowance for Doubtful Accounts Accounts receivable are stated at the amount management expects to collect from outstanding balances. The Company generally does not require collateral to support customer receivables. The Company determines if receivables are past due based on days outstanding, and amounts are written off when determined to be uncollectible by management. As of September 30, 2022 and December 31, 2021, there was an allowance for doubtful accounts of $49,233 and zero, respectively. |
Revenue Recognition | Revenue Recognition In accordance with ASC 606 (Revenue From Contracts with Customers), revenue is recognized when a customer obtains control of promised services. The amount of revenue recognized reflects the consideration to which the Company expects to be entitled to receive in exchange for these services. To achieve this core principle, the Company applies the following five steps: 1) Identify the contract with a customer 2) Identify the performance obligations in the contract 3) Determine the transaction price 4) Allocate the transaction price to performance obligations in the contract 5) Recognize revenue when or as the Company satisfies a performance obligation Revenues reported from services relating to the AditxtScore™ are recognized when the AditxtScore TM The Company recognizes revenue in the following manner for the following types of customers: Client Payers: Client payers include physicians or other entities for which services are billed based on negotiated fee schedules. The Company principally estimates the allowance for credit losses for client payers based on historical collection experience and the period of time the receivable has been outstanding. Cash Pay: Customers are billed based on established patient fee schedules or fees negotiated with physicians on behalf of their patients. Collection of billings is subject to credit risk and the ability of the patients to pay. Insurance: Reimbursements from healthcare insurers are based on fee for service schedules. Net revenues recognized consist of amounts billed net of contractual allowances for differences between amounts billed and the estimated consideration the Company expects to receive from such payers, collection experience, and the terms of the Company’s contractual arrangements. |
Leases | Leases Under Topic 842 (Leases), operating lease expense is generally recognized evenly over the term of the lease. The Company has operating leases consisting of office space, laboratory space, and lab equipment. Leases with an initial term of twelve months or less are not recorded on the balance sheet. We combine the lease and non-lease components in determining the lease liabilities and right of use (“ROU”) assets. |
Stock-Based Compensation | Stock-Based Compensation The Company accounts for stock-based compensation costs under the provisions of ASC 718, Compensation—Stock Compensation, which requires the measurement and recognition of compensation expense related to the fair value of stock-based compensation awards that are ultimately expected to vest. Stock-based compensation expense recognized includes the compensation cost for all stock-based payments granted to employees, officers, and directors based on the grant date fair value estimated in accordance with the provisions of ASC 718. ASC 718 is also applied to awards modified, repurchased, or cancelled during the periods reported. Stock-based compensation is recognized as expense over the employee’s requisite vesting period and over the nonemployee’s period of providing goods or services. |
Patents | Patents The Company incurs fees from patent licenses, which are expensed as incurred. During the nine months ended September 30, 2022 and September 30, 2021, the Company incurred patent licensing fees for the patents of $256,589 and $76,245, respectively. |
Research and Development | Research and Development We incur research and development costs during the process of researching and developing our technologies and future offerings. We expense these costs as incurred unless such costs qualify for capitalization under applicable guidance. During the nine months ended September 30, 2022 and September 30, 2021, the Company incurred research and development costs of $4,186,842 and $3,340,247, respectively. |
Basic and Diluted Net Loss per Common Share | Basic and Diluted Net Loss per Common Share Basic loss per common share is computed by dividing the net loss by the weighted average number of shares of common stock outstanding for each period. Diluted loss per share is computed by dividing the net loss by the weighted average number of shares of common stock outstanding plus the dilutive effect of shares issuable through the common stock equivalents. The weighted-average number of common shares outstanding excludes common stock equivalents because their inclusion would be anti-dilutive. As of September 30, 2022, 44,712 stock options, 10,556 unvested restricted stock units, and 5,522,224 warrants were excluded from dilutive earnings per share as their effects were anti-dilutive. As of September 30, 2021, 42,860 stock options, 28,576 unvested restricted stock units and 205,280 warrants were excluded from dilutive earnings per share as their effects were anti-dilutive. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements The FASB issues ASUs to amend the authoritative literature in ASC. There have been several ASUs to date, including those above, that amend the original text of ASC. Management believes that those issued to date either (i) provide supplemental guidance, (ii) are technical corrections, (iii) are not applicable to us or (iv) are not expected to have a significant impact on our condensed financial statements. |
Fixed Assets (Tables)
Fixed Assets (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of fixed assets | Cost Basis Accumulated Net Computers $ 370,029 $ (166,635 ) $ 203,394 Lab Equipment 2,497,273 (509,267 ) 1,988,006 Office Furniture 56,656 (6,784 ) 49,872 Other Fixed Assets 8,605 (1,009 ) 7,596 Total Fixed Assets $ 2,932,563 $ (683,695 ) $ 2,248,868 Cost Basis Accumulated Net Computers $ 312,489 $ (75,053 ) $ 237,436 Lab Equipment 2,240,252 (306,688 ) 1,933,564 Office Furniture 90,757 (4,857 ) 85,900 Other Fixed Assets 10,809 (412 ) 10,397 Total Fixed Assets $ 2,654,307 $ (387,010 ) $ 2,267,297 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of intangible assets | Cost Basis Accumulated Net Proprietary Technology $ 321,000 $ (187,250 ) $ 133,750 Total Intangible Assets $ 321,000 $ (187,250 ) $ 133,750 Cost Basis Accumulated Net Proprietary Technology $ 321,000 $ (107,000 ) $ 214,000 Total Intangible Assets $ 321,000 $ (107,000 ) $ 214,000 |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Leases (Tables) [Line Items] | |
Schedule of lease costs | Nine Months Nine Months Components of total lease costs: Operating lease expense $ 988,381 $ 515,956 Total lease costs $ 988,381 $ 515,956 |
Schedule of ROU lease assets and lease liabilities for our operating leases | September 30, December 31, Assets Right of use asset – long term $ 3,426,746 $ 4,097,117 Total right of use asset $ 3,426,746 $ 4,097,117 Liabilities Operating lease liabilities – short term $ 1,122,869 $ 1,145,126 Operating lease liabilities – long term 2,112,362 2,765,933 Total lease liability $ 3,235,231 $ 3,911,059 |
Schedule of lease terms and discount rate | Weighted average remaining lease term (in years) – operating leases 1.80 Weighted average discount rate – operating leases 8.00 % |
Stockholders_ Equity (Tables)
Stockholders’ Equity (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Stockholders' Equity Note [Abstract] | |
Schedule of analysis of the stock option grant activity under the plan | Vested and Nonvested Stock Options Number Weighted Weighted Outstanding December 31, 2021 44,710 $ 170.00 6.74 Granted - - - Exercised - - - Expired or forfeited - - - Outstanding September 30, 2022 44,710 $ 170.00 5.99 Vested and Nonvested Warrants Number Weighted Weighted Outstanding December 31, 2021 601,400 $ 83.50 4.38 Granted 6,497,530 4.71 4.90 Exercised (1,516,419 ) 0.89 - Expired or forfeited (60,312 ) 38.33 - Rounding for Reverse Split 25 - - Outstanding September 30, 2022 5,522,224 $ 11.93 4.80 Nonvested RSUs Number Weighted Nonvested December 31, 2021 15,565 $ 96.00 Granted 11,644 22.74 Vested (15,153 ) 68.20 Forfeited (1,500 ) 77.42 Nonvested September 30, 2022 10,556 $ 57.87 |
Schedule of fair value of each warrant granted | Nonvested Stock Options Number Weighted- Nonvested on December 31, 2021 9,063 $ 108.50 Granted - - Vested (6,088 ) 110.23 Forfeited - - Nonvested on September 30, 2022 2,975 $ 105.71 Nonvested Warrants Number Weighted- Nonvested on December 31, 2021 92,567 $ 75.50 Granted 6,497,530 4.71 Vested (6,016,340 ) 5.00 Forfeited (55,000 ) 20.00 Nonvested on September 30, 2022 518,757 $ 11.45 |
Schedule of fair value of each warrant granted was estimated using the assumption and/or factors in the Black-Scholes Model | Exercise price $ 7.50-20.00 Expected dividend yield 0 % Risk free interest rate 2.55%-3.47 % Expected life in years 5.00-5.50 Expected volatility 147%-165 % Exercise price $ 200.00 Expected dividend yield 0 % Risk free interest rate 0.17%-0.42 % Expected life in years 3.00-5.00 Expected volatility 154%-159 % |
Organization and Nature of Bu_2
Organization and Nature of Business (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | ||||
Oct. 20, 2021 | Oct. 18, 2021 | Aug. 31, 2021 | Sep. 20, 2022 | Dec. 06, 2021 | |
Organization and Nature of Business (Details) [Line Items] | |||||
Gross proceeds | $ 4,250 | $ 11,000 | |||
Company issued | 56,667 | 91,667 | 1,224,333 | 164,929 | |
Purchase price per share | $ 120 | ||||
Issued warrants to purchase of shares | 91,667 | ||||
Debt instrument term, description | The warrants have an exercise price of $126.50 per share and are exercisable for a five-year period commencing six months from the date of issuance. | ||||
Warrants exercise price | $ 75 | $ 6 | $ 57.5 | ||
Purchase of common stock | 4,584 | 3,333,333 | |||
Exercise price per share | $ 75 | $ 150 | |||
Net of underwriting discounts | $ 3,910 | ||||
Net proceeds | $ 18,100 | $ 16,000 | |||
Prefunded warrants shares | 2,109,000 | 166,572 | |||
Pre funded warrants price per share | $ 0.001 | ||||
Warrant [Member] | |||||
Organization and Nature of Business (Details) [Line Items] | |||||
Warrants exercise price | $ 126.5 | ||||
Pre funded warrants price per share | $ 0.001 |
Going Concern Analysis (Details
Going Concern Analysis (Details) | 9 Months Ended |
Sep. 30, 2022 USD ($) | |
Going Concern Analysis [Abstract] | |
Net loss cash flow from operating activities | $ 19,466,710 |
Net Income (Loss) Available to Common Stockholders, Basic | (15,672,032) |
Cash | 9,244,876 |
Future funds | 67,300,000 |
Exceeds amounts | $ 75,000,000 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Details) - USD ($) | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | |||
Allowance for doubtful accounts | $ 49,233 | $ 0 | |
Licensing fees | 256,589 | $ 76,245 | |
Research and development expense | $ 4,186,842 | $ 3,340,247 | |
Stock options issued | 44,712 | 42,860 | |
Restricted stock units | 10,556 | ||
Dilutive earning shares | 5,522,224 | 28,576 | |
Warrants | 205,280 |
Note Receivable (Details)
Note Receivable (Details) - USD ($) | 1 Months Ended | 9 Months Ended | 12 Months Ended | |||||||
Apr. 04, 2022 | Dec. 10, 2021 | Dec. 28, 2021 | Oct. 18, 2021 | Aug. 25, 2021 | Sep. 30, 2022 | Dec. 31, 2021 | Jan. 31, 2022 | Nov. 30, 2021 | Aug. 27, 2021 | |
Note Receivable (Details) [Line Items] | ||||||||||
Completion of a proposed | $ 6,500,000 | |||||||||
Common stock yields percentage | 50% | |||||||||
Share exchange agreement description | On December 28, 2021, we entered into a Share Exchange Agreement with Cellvera Global f/k/a AiPharma Global, pursuant to which we (i) will acquire 9.5% of the issued and outstanding equity interests in Cellvera Global in exchange for the issuance of 96,324 shares of our common stock of Aditxt and a cash payment of $250,000, at an initial closing upon the satisfaction or waiver of certain conditions to closing; and (ii) acquire the remaining 90.5% of the issued and outstanding equity interests in Cellvera Global in exchange for the issuance of 798,560 shares of our common stock and a cash payment of $250,000 at a secondary closing upon the satisfaction or waiver of certain conditions to closing. | |||||||||
Principal amount | $ 6,500,000 | |||||||||
Interest rate per annum | 8% | |||||||||
Credit agreement amendment, description | On October 18, 2021, the Company entered into the first amendment to the Credit Agreement with Cellvera Global and certain affiliated entities (the “Credit Agreement Amendment”), pursuant to which the Company agreed to increase the amount which Cellvera Global was permitted to borrow under the Credit Agreement by $8.5 million to an aggregate of $15.0 million, of which $6.5 million was outstanding prior to entering the Credit Agreement Amendment. The Company agreed to fund such additional borrowings, as requested by Cellvera Global, by advancing 70% of any amounts received by the Company from the exercise of existing warrants or any other capital raises, including the October Offering. | |||||||||
Advanced credit agreement | $ 8,000,000 | |||||||||
Credit agreement | 14,500,000 | |||||||||
Note receivable amount | $ 14,500,000 | |||||||||
Loan | $ 14,500,000 | |||||||||
Aggregate amount | $ 30,000,000 | |||||||||
Credit agreement description | the Company entered into a secured credit agreement dated December 10, 2021 (the “Target Company Credit Agreement”) and signed on December 10, 2021 with the Target Company, pursuant to which the Company made a secured loan to the Target Company in the principal amount of $500,000 (the “Target Company Loan”) and agreed to make additional secured loans, as requested by the Target Company and approved by the Company, in an amount not to exceed $4.5 million. The Target Company Loan bears interest at a rate of 8% per annum and mature on December 8, 2022, provided, that the Letter of Intent currently contemplates that the Target Company Loan will be forgivable upon the closing of the acquisition contemplated by the letter of intent. The Target Company Credit Agreement also contains certain covenants that prohibit the Target Company from incurring additional indebtedness, entering into any fundamental transactions, issuing any equity interests subject to certain limited exceptions, or making any dispositions of its property. In connection with the Target Company Credit Agreement, the Company entered into a Security Agreement with the Target Company, pursuant to which the Target Company granted the Company a security interest in all of the Target Company’s assets as security for the Target Company Loan. | |||||||||
Outstanding Principal loan | $ 500,000 | |||||||||
Accured interest loan | 32,438 | |||||||||
Future Receipts Agreement [Member] | ||||||||||
Note Receivable (Details) [Line Items] | ||||||||||
Over payments of company | 56,572 | |||||||||
Agreement [Member] | ||||||||||
Note Receivable (Details) [Line Items] | ||||||||||
Over payments of company | $ 28,800 |
Fixed Assets (Details)
Fixed Assets (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation expense | $ 99,980 | $ 99,857 | $ 296,684 | $ 266,385 |
Fixed Assets (Details) - Schedu
Fixed Assets (Details) - Schedule of fixed assets - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Cost Basis | $ 2,932,563 | $ 2,654,307 |
Accumulated Depreciation | (683,695) | (387,010) |
Net | 2,248,868 | 2,267,297 |
Computers [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Cost Basis | 370,029 | 312,489 |
Accumulated Depreciation | (166,635) | (75,053) |
Net | 203,394 | 237,436 |
Lab Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Cost Basis | 2,497,273 | 2,240,252 |
Accumulated Depreciation | (509,267) | (306,688) |
Net | 1,988,006 | 1,933,564 |
Office Furniture [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Cost Basis | 56,656 | 90,757 |
Accumulated Depreciation | (6,784) | (4,857) |
Net | 49,872 | 85,900 |
Other Fixed Assets [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Cost Basis | 8,605 | 10,809 |
Accumulated Depreciation | (1,009) | (412) |
Net | $ 7,596 | $ 10,397 |
Intangible Assets (Details)
Intangible Assets (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Amortization expense | $ 26,750 | $ 26,970 | $ 80,250 | $ 80,030 |
Intangible Assets (Details) - S
Intangible Assets (Details) - Schedule of intangible assets - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Finite-Lived Intangible Assets [Line Items] | ||
Total Intangible Assets, Cost Basis | $ 321,000 | $ 321,000 |
Total Intangible Assets, Accumulated Amortization | (187,250) | (107,000) |
Total Intangible Assets, Net | 133,750 | 214,000 |
Proprietary Technology [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Total Intangible Assets, Cost Basis | 321,000 | 321,000 |
Total Intangible Assets, Accumulated Amortization | (187,250) | (107,000) |
Total Intangible Assets, Net | $ 133,750 | $ 214,000 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 1 Months Ended | 9 Months Ended | |||
Jul. 19, 2022 | Jul. 19, 2022 | Jan. 28, 2022 | Sep. 30, 2022 | Jul. 21, 2022 | |
Related Party Transactions (Details) [Line Items] | |||||
Restricted stock of shares (in Shares) | 9,600 | ||||
Preferred stock value per share (in Dollars per share) | $ 0.001 | $ 0.001 | |||
Cash | $ 20,000 | ||||
Preferred stock votes (in Shares) | 250,000,000 | 250,000,000 | |||
Consideration cash | $ 20,000 | ||||
Company loan amount | 80,000 | ||||
Accrued interest rate percentage | 4.75% | ||||
RSUs [Member] | |||||
Related Party Transactions (Details) [Line Items] | |||||
Restricted stock issued | $ 126,613 |
Note Payable (Details)
Note Payable (Details) - USD ($) | 1 Months Ended | ||||||||
Sep. 12, 2022 | Aug. 11, 2022 | Aug. 04, 2022 | Aug. 01, 2022 | Sep. 30, 2022 | Aug. 31, 2022 | Aug. 31, 2022 | May 27, 2022 | Sep. 16, 2022 | |
Note Payable (Details) [Line Items] | |||||||||
Aggregate amount | $ 288,000 | $ 792,000 | |||||||
Gross proceeds | $ 500,000 | $ 500,000 | 200,000 | 550,000 | |||||
Origination fee | 16,500 | ||||||||
Professional service fees | 20,000 | 13,500 | |||||||
Installments amount | $ 14,400 | $ 14,400 | $ 28,000 | ||||||
Purchase shares (in Shares) | 74,074 | 47,182 | 108,517 | 26,667 | |||||
Purchase price | $ 555,555 | $ 555,556 | $ 1,277,778 | ||||||
Principal percentage | 10% | ||||||||
Commission fees | $ 1,150,000 | ||||||||
Common stock shares (in Shares) | 11,112 | 11,112 | 25,556 | ||||||
Conversion price per share (in Dollars per share) | $ 11.78 | ||||||||
Warrants exercisable | 5 years | ||||||||
Standard time | 5 years | ||||||||
Exercise price per share (in Dollars per share) | $ 11.78 | ||||||||
Warrants reduced per share (in Dollars per share) | $ 7.5 | ||||||||
Warrants adjusted per share (in Dollars per share) | $ 6 | ||||||||
Principal balance | $ 2,388,889 | ||||||||
Prepayment | 238,889 | ||||||||
Accrued interest | $ 119,444 | ||||||||
Warrant [Member] | |||||||||
Note Payable (Details) [Line Items] | |||||||||
Warrants exercisable | 5 years | ||||||||
Standard time | 5 years | ||||||||
Exercise price per share (in Dollars per share) | $ 7.5 |
Leases (Details) - Schedule of
Leases (Details) - Schedule of lease costs - USD ($) | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Components of total lease costs: | ||
Operating lease expense | $ 988,381 | $ 515,956 |
Total lease costs | $ 988,381 | $ 515,956 |
Leases (Details) - Schedule o_2
Leases (Details) - Schedule of ROU lease assets and lease liabilities for our operating leases - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Assets | ||
Right of use asset – long term | $ 3,426,746 | $ 4,097,117 |
Total right of use asset | 3,426,746 | 4,097,117 |
Liabilities | ||
Operating lease liabilities – short term | 1,122,869 | 1,145,126 |
Operating lease liabilities – long term | 2,112,362 | 2,765,933 |
Total lease liability | $ 3,235,231 | $ 3,911,059 |
Leases (Details) - Schedule o_3
Leases (Details) - Schedule of lease terms and discount rate | Sep. 30, 2022 |
Schedule Of Lease Terms And Discount Rate Abstract | |
Weighted average remaining lease term (in years) – operating leases | 1 year 9 months 18 days |
Weighted average discount rate – operating leases | 8% |
Stockholders_ Equity (Details)
Stockholders’ Equity (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||||||||||
Jul. 19, 2022 | Jul. 19, 2022 | Jun. 15, 2022 | Feb. 24, 2021 | Oct. 31, 2017 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | May 24, 2021 | |
Stockholders’ Equity (Details) [Line Items] | |||||||||||||||
Common stock, par value (in Dollars per share) | $ 0.001 | $ 163,637 | $ 0.001 | $ 163,637 | $ 0.001 | $ 0.001 | |||||||||
Common stock, shares authorized (in Shares) | 100,000,000 | 100,000,000 | 100,000,000 | ||||||||||||
Company issued shares (in Shares) | 15,513 | 15,513 | |||||||||||||
Stock base compensation for consulting services | $ 253,719 | $ 238,264 | |||||||||||||
Preferred stock, shares authorized (in Shares) | 3,000,000 | 3,000,000 | 3,000,000 | ||||||||||||
Issue of common stock (in Shares) | 23,272 | 23,272 | |||||||||||||
Exercise of warrants and received | $ 3,718,956 | ||||||||||||||
Stock based compenastion | 2,017 | 1,443,700 | |||||||||||||
Stock based compensation recognized expense | $ 674,265 | ||||||||||||||
Shares of common stock (in Shares) | 96,050 | ||||||||||||||
Shares of common stock offering (in Shares) | 91,667 | ||||||||||||||
Preferred stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||||
Purchase in cash | $ 20,000 | ||||||||||||||
Preferred stock votes (in Shares) | 250,000,000 | 250,000,000 | |||||||||||||
Preferred stock receive consideration | $ 20,000 | ||||||||||||||
Granted stock options (in Shares) | 60,000 | ||||||||||||||
Fair market value | 100% | ||||||||||||||
Vesting expense | 993,462 | 674,265 | |||||||||||||
General and administrative expenses | $ 3,919,618 | $ 4,451,545 | 12,332,728 | 14,348,375 | |||||||||||
Research and development expenses | $ 1,570,540 | 1,471,544 | 4,186,842 | 3,340,247 | |||||||||||
Share based payment remaining expenses | $ 310,887 | ||||||||||||||
Weighted average vesting term | 10 months 17 days | ||||||||||||||
Options granted and vesting expense | $ 616,781 | 616,781 | |||||||||||||
General and administrative expenses | 556,817 | ||||||||||||||
Research and development expense | $ 285,558 | $ 59,964 | |||||||||||||
Granted warrants (in Shares) | 205,280 | 205,280 | |||||||||||||
General and administrative | 105,049 | ||||||||||||||
Sales and marketing | $ 504,699 | ||||||||||||||
Pursuant agreement, description | Pursuant to the agreement, the Holder has agreed to exercise in cash 179,419 of its Series C Warrants at a reduced exercise price of $7.50 per Share (reduced from $57.50 per share), for gross proceeds to the Company of approximately $1.35 million. As an inducement to such exercise, the Company has agreed to reduce the exercise price of the Holder’s remaining Series C Warrants to purchase up to 49,153 Shares from $57.50 to $12.395 per share, which will be non-exercisable for a period of six months following the closing date. The modification of this exercise price resulted in an increase of $344,158 to the fair value of the Series C Warrants. This modification was an inducement on the transaction and as such was recoded to equity resulting in no net change to additional paid in capital. In addition, the Company issued to the Holder a new warrant to purchase up to 407,991 shares of the Company’s common stock at an exercise price of $12.395 per share, which will be non-exercisable for a period of six months following issuance date and have a term of five and one-half years. | ||||||||||||||
Weighted average vesting term | 6 months 25 days | ||||||||||||||
Remaining value | $ 551,684 | ||||||||||||||
Total granted (in Shares) | 11,644 | ||||||||||||||
Common stock, shares issued (in Shares) | 15,153 | 15,153 | |||||||||||||
2017 Equity Incentive Plan [Member] | |||||||||||||||
Stockholders’ Equity (Details) [Line Items] | |||||||||||||||
Recognized expense (in Shares) | 2,500,000 | ||||||||||||||
Common Stock [Member] | |||||||||||||||
Stockholders’ Equity (Details) [Line Items] | |||||||||||||||
Company issued shares (in Shares) | 16,476 | 16,476 | |||||||||||||
Recognized expense (in Shares) | 30,685 | 180 | 59 | 1,360 | 360 | ||||||||||
Shares vested (in Shares) | 15 | ||||||||||||||
Preferred Stock [Member] | |||||||||||||||
Stockholders’ Equity (Details) [Line Items] | |||||||||||||||
Preferred stock, shares authorized (in Shares) | 58,257 | 58,257 | |||||||||||||
Stock Based Compensation [Member] | |||||||||||||||
Stockholders’ Equity (Details) [Line Items] | |||||||||||||||
Granted shares (in Shares) | 9,300 | ||||||||||||||
Vesting expense | $ 660,191 | ||||||||||||||
Warrant [Member] | |||||||||||||||
Stockholders’ Equity (Details) [Line Items] | |||||||||||||||
Restricted stock units (in Shares) | 28,908 | ||||||||||||||
Granted warrants (in Shares) | 6,423,456 | 113,750 | 6,423,456 | 113,750 | |||||||||||
Warrants issued and vesting expense | $ 609,748 | ||||||||||||||
Fair value of warrants | $ 3,759,044 | ||||||||||||||
Minimum [Member] | |||||||||||||||
Stockholders’ Equity (Details) [Line Items] | |||||||||||||||
Common stock, shares authorized (in Shares) | 27,000,000 | ||||||||||||||
Maximum [Member] | |||||||||||||||
Stockholders’ Equity (Details) [Line Items] | |||||||||||||||
Common stock, shares authorized (in Shares) | 100,000,000 | ||||||||||||||
Common Stock [Member] | |||||||||||||||
Stockholders’ Equity (Details) [Line Items] | |||||||||||||||
Common stock, par value (in Dollars per share) | $ 0.001 | ||||||||||||||
Company issued shares (in Shares) | 1,779 | 1,779 | |||||||||||||
Preferred Stock [Member] | |||||||||||||||
Stockholders’ Equity (Details) [Line Items] | |||||||||||||||
Preferred stock, shares authorized (in Shares) | 3,000,000 | 3,000,000 | |||||||||||||
Series B Preferred Stock [Member] | |||||||||||||||
Stockholders’ Equity (Details) [Line Items] | |||||||||||||||
Preferred stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 | |||||||||||||
Series B Preferred Stock [Member] | Preferred Stock [Member] | |||||||||||||||
Stockholders’ Equity (Details) [Line Items] | |||||||||||||||
Recognized expense (in Shares) | |||||||||||||||
Restricted Stock Units (RSUs) [Member] | |||||||||||||||
Stockholders’ Equity (Details) [Line Items] | |||||||||||||||
Number of shares, granted (in Shares) | 11,644 | ||||||||||||||
Number of shares, vested (in Shares) | 15,153 | ||||||||||||||
General and administrative expenses | $ 707,904 | ||||||||||||||
Restricted Stock Units (RSUs) [Member] | Stock Based Compensation [Member] | |||||||||||||||
Stockholders’ Equity (Details) [Line Items] | |||||||||||||||
General and administrative expenses | 472,156 | ||||||||||||||
Research and development expenses | $ 188,035 |
Stockholders_ Equity (Details)
Stockholders’ Equity (Details) - Schedule of analysis of the stock option grant activity under the plan - $ / shares | 9 Months Ended |
Sep. 30, 2022 | |
Vested and Nonvested Stock Options [Member] | |
Stockholders’ Equity (Details) - Schedule of analysis of the stock option grant activity under the plan [Line Items] | |
Number, Outstanding beginning balance | 44,710 |
Weighted Average Exercise Price, Outstanding beginning balance | $ 170 |
Weighted Average Remaining Life, Outstanding beginning balance | 6 years 8 months 26 days |
Number, Granted | |
Weighted Average Exercise Price, Granted | |
Weighted Average Remaining Life, Granted | |
Number, Exercised | |
Weighted Average Exercise Price, Exercised | |
Weighted Average Remaining Life, Exercised | |
Number, Expired or forfeited | |
Weighted Average Exercise Price, Expired or forfeited | |
Weighted Average Remaining Life, Expired or forfeited | |
Number, Outstanding ending balance | 44,710 |
Weighted Average Exercise Price, Outstanding ending balance | $ 170 |
Weighted Average Remaining Life, Outstanding ending balance | 5 years 11 months 26 days |
Vested and Nonvested Warrants [Member] | |
Stockholders’ Equity (Details) - Schedule of analysis of the stock option grant activity under the plan [Line Items] | |
Number, Outstanding beginning balance | 601,400 |
Weighted Average Exercise Price, Outstanding beginning balance | $ 83.5 |
Weighted Average Remaining Life, Outstanding beginning balance | 4 years 4 months 17 days |
Number, Granted | 6,497,530 |
Weighted Average Exercise Price, Granted | $ 4.71 |
Weighted Average Remaining Life, Granted | 4 years 10 months 24 days |
Number, Exercised | (1,516,419) |
Weighted Average Exercise Price, Exercised | $ 0.89 |
Weighted Average Remaining Life, Exercised | |
Number, Expired or forfeited | (60,312) |
Weighted Average Exercise Price, Expired or forfeited | $ 38.33 |
Weighted Average Remaining Life, Expired or forfeited | |
Number, Rounding for Reverse Split | 25 |
Weighted Average Exercise Price, Rounding for Reverse Split | |
Weighted Average Remaining Life, Rounding for Reverse Split | |
Number, Outstanding ending balance | 5,522,224 |
Weighted Average Exercise Price, Outstanding ending balance | $ 11.93 |
Weighted Average Remaining Life, Outstanding ending balance | 4 years 9 months 18 days |
Nonvested RSUs [Member] | |
Stockholders’ Equity (Details) - Schedule of analysis of the stock option grant activity under the plan [Line Items] | |
Number, Outstanding beginning balance | 15,565 |
Weighted Average Exercise Price, Outstanding beginning balance | $ 96 |
Number, Granted | 11,644 |
Weighted Average Exercise Price, Granted | $ 22.74 |
Number, Vested | (15,153) |
Weighted Average Price, Vested | $ 68.2 |
Number, Forfeited | (1,500) |
Weighted Average Price, Forfeited | $ 77.42 |
Number, Outstanding ending balance | 10,556 |
Weighted Average Exercise Price, Outstanding ending balance | $ 57.87 |
Stockholders_ Equity (Details_2
Stockholders’ Equity (Details) - Schedule of fair value of each warrant granted | 9 Months Ended |
Sep. 30, 2022 $ / shares shares | |
Nonvested Stock Options [Member] | |
Stockholders’ Equity (Details) - Schedule of fair value of each warrant granted [Line Items] | |
Number, Nonvested at beginning balance | shares | 9,063 |
Weighted- Average Exercise Price, Nonvested at beginning balance | $ / shares | $ 108.5 |
Number, Granted | shares | |
Weighted- Average Exercise Price, Granted | $ / shares | |
Number, Vested | shares | (6,088) |
Weighted- Average Exercise Price, Vested | $ / shares | $ 110.23 |
Number, Forfeited | shares | |
Weighted- Average Exercise Price, Forfeited | $ / shares | |
Number, Nonvested at ending balance | shares | 2,975 |
Weighted- Average Exercise Price, Nonvested at ending balance | $ / shares | $ 105.71 |
Nonvested Warrants [Member] | |
Stockholders’ Equity (Details) - Schedule of fair value of each warrant granted [Line Items] | |
Number, Nonvested at beginning balance | shares | 92,567 |
Weighted- Average Exercise Price, Nonvested at beginning balance | $ / shares | $ 75.5 |
Number, Granted | shares | 6,497,530 |
Weighted- Average Exercise Price, Granted | $ / shares | $ 4.71 |
Number, Vested | shares | (6,016,340) |
Weighted- Average Exercise Price, Vested | $ / shares | $ 5 |
Number, Forfeited | shares | (55,000) |
Weighted- Average Exercise Price, Forfeited | $ / shares | $ 20 |
Number, Nonvested at ending balance | shares | 518,757 |
Weighted- Average Exercise Price, Nonvested at ending balance | $ / shares | $ 11.45 |
Stockholders_ Equity (Details_3
Stockholders’ Equity (Details) - Schedule of fair value of each warrant granted was estimated using the assumption and/or factors in the Black-Scholes Model - $ / shares | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Stockholders’ Equity (Details) - Schedule of fair value of each warrant granted was estimated using the assumption and/or factors in the Black-Scholes Model [Line Items] | ||
Exercise price (in Dollars per share) | $ 200 | |
Expected dividend yield | 0% | 0% |
Minimum [Member] | ||
Stockholders’ Equity (Details) - Schedule of fair value of each warrant granted was estimated using the assumption and/or factors in the Black-Scholes Model [Line Items] | ||
Exercise price (in Dollars per share) | $ 7.5 | |
Risk free interest rate | 2.55% | 0.17% |
Expected life in years | 5 years | 3 years |
Expected volatility | 147% | 154% |
Maximum [Member] | ||
Stockholders’ Equity (Details) - Schedule of fair value of each warrant granted was estimated using the assumption and/or factors in the Black-Scholes Model [Line Items] | ||
Exercise price (in Dollars per share) | $ 20 | |
Risk free interest rate | 3.47% | 0.42% |
Expected life in years | 5 years 6 months | 5 years |
Expected volatility | 165% | 159% |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event [Member] | Oct. 07, 2022 USD ($) |
Subsequent Events (Details) [Line Items] | |
Consideration paid | $ 20,000 |
Promissory note | 80,000 |
Accrued interest | $ 812 |