Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Apr. 14, 2023 | Jun. 30, 2022 | |
Document Information Line Items | |||
Entity Registrant Name | Aditxt, Inc. | ||
Trading Symbol | ADTX | ||
Document Type | 10-K | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Common Stock, Shares Outstanding | 4,832,714 | ||
Entity Public Float | $ 7,923,275 | ||
Amendment Flag | false | ||
Entity Central Index Key | 0001726711 | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Well-known Seasoned Issuer | No | ||
Document Period End Date | Dec. 31, 2022 | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Shell Company | false | ||
Entity Ex Transition Period | false | ||
ICFR Auditor Attestation Flag | false | ||
Document Annual 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 $0.001 per share | ||
Security Exchange Name | NASDAQ | ||
Entity Interactive Data Current | Yes | ||
Auditor Firm ID | 3501 | ||
Auditor Name | dbbmckennon | ||
Auditor Location | San Diego, California |
Balance Sheets
Balance Sheets - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
CURRENT ASSETS: | ||
Cash | $ 2,768,640 | $ 7,872,061 |
Accounts receivable, net | 527,961 | 89,844 |
Inventory | 950,093 | 494,697 |
Prepaid expenses | 496,869 | 460,102 |
Note receivable, net | 500,000 | |
TOTAL CURRENT ASSETS | 4,743,563 | 9,416,704 |
Fixed assets, net | 2,318,863 | 2,267,297 |
Intangible assets, net | 107,000 | 214,000 |
Deposits | 355,366 | 379,250 |
Right of use asset - long term | 3,160,457 | 4,097,117 |
Deferred issuance costs | 50,000 | |
Other assets | 289,539 | |
TOTAL ASSETS | 10,735,249 | 16,663,907 |
CURRENT LIABILITIES: | ||
Accounts payable and accrued expenses | 1,958,502 | 1,575,543 |
Financing on fixed assets – current | 409,983 | 700,433 |
Deferred rent | 188,581 | 186,058 |
Lease liability - current | 1,086,658 | 1,145,126 |
TOTAL CURRENT LIABILITIES | 3,643,724 | 3,607,160 |
Financing on fixed assets - long term | 110,041 | |
Lease liability - long term | 1,885,218 | 2,765,933 |
TOTAL LIABILITIES | 5,528,942 | 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, 4,307,487 and 890,614 shares issued and 4,305,470 and 888,579 shares outstanding, respectively | 4,307 | 899 |
Treasury stock, 2,017 and 2,017 shares, respectively | (201,605) | (201,605) |
Additional paid-in capital | 100,443,967 | 77,734,288 |
Accumulated deficit | (95,040,362) | (67,352,809) |
TOTAL STOCKHOLDERS’ EQUITY | 5,206,307 | 10,180,773 |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ 10,735,249 | $ 16,663,907 |
Balance Sheets (Parentheticals)
Balance Sheets (Parentheticals) - $ / shares | Dec. 31, 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 | 4,307,487 | 890,614 |
Common stock, shares outstanding | 4,305,470 | 888,579 |
Treasury stock | 2,017 | 2,017 |
Statements of Operations
Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
REVENUE | ||
Sales | $ 933,715 | $ 105,034 |
Cost of goods sold | 766,779 | 77,979 |
Gross profit | 166,936 | 27,055 |
OPERATING EXPENSES | ||
General and administrative expenses, includes $1,516,805 and $3,927,551 in stock-based compensation, respectively | 15,985,552 | 22,084,389 |
Research and development, includes $591,518 and $713,130 in stock-based compensation, respectively | 7,268,084 | 5,042,617 |
Sales and marketing, includes $1,023,045, and $0 in stock-based compensation, respectively | 1,849,460 | 334,977 |
Impairment on notes receivable | 543,938 | 14,500,000 |
Total operating expenses | 25,647,034 | 41,961,983 |
NET LOSS FROM OPERATIONS | (25,480,098) | (41,934,928) |
OTHER EXPENSE | ||
Interest expense | (753,038) | (93,209) |
Interest income | 57,348 | 3,101 |
Other income | 58,960 | |
Loss on extinguishment of debt | (2,500,970) | |
Amortization of debt discount | (1,533,048) | (1,845,358) |
Total other expense | (2,169,778) | (4,436,436) |
Net loss before income taxes | (27,649,876) | (46,371,364) |
Income tax provision | ||
NET LOSS | (27,649,876) | (46,371,364) |
Implied Dividends | (37,667) | (102,267) |
NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS | $ (27,612,199) | $ (46,269,097) |
Net loss per share - basic and diluted (in Dollars per share) | $ (14.89) | $ (121.18) |
Weighted average number of shares outstanding during the year - basic and diluted (in Shares) | 1,854,724 | 381,811 |
Statements of Operations (Paren
Statements of Operations (Parentheticals) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Stock-based compensation | $ 3,131,368 | $ 4,640,681 |
Net loss per share - basic and diluted (in Dollars per share) | $ (14.89) | $ (121.18) |
Weighted average number of shares outstanding during the year - basic and diluted (in Shares) (in Shares) | 1,854,724 | 381,811 |
General and administrative expenses | ||
Stock-based compensation | $ 1,516,805 | $ 3,927,551 |
Research and development | ||
Stock-based compensation | 591,518 | 713,130 |
Sales and marketing | ||
Stock-based compensation | $ 1,023,045 | $ 0 |
Statements of Stockholders' Equ
Statements of Stockholders' Equity - USD ($) | Preferred Preferred 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 | 1,016,962 | 1,016,962 | |||||
Issuance of shares for services | $ 7 | 366,110 | 336,117 | ||||
Issuance of shares for services (in Shares) | 4,133 | ||||||
Issuance of shares for employee compensation | $ 191 | 1,443,690 | 1,443,700 | ||||
Issuance of shares for employee compensation (in Shares) | 9,300 | ||||||
Issuance of shares for vested restricted stock units | $ 18 | (18) | |||||
Issuance of shares for vested restricted stock units (in Shares) | 16,533 | ||||||
Issuance of shares for the conversion of debt | $ 97 | 5,749,825 | 5,749,922 | ||||
Issuance of shares for the conversion of debt (in Shares) | 96,050 | ||||||
Fair value of warrants issued with convertible note payable | 1,322,840 | 1,322,840 | |||||
Issuance of shares for debt issuance costs | 254,242 | ||||||
Exercise of warrants | $ 191 | 3,727,094 | 3,727,285 | ||||
Exercise of warrants (in Shares) | 189,844 | ||||||
Restricted stock unit compensation | 1,843,902 | 1,843,902 | |||||
Issuance of shares and warrants for offering, net of issuance costs | $ 257 | 26,123,354 | 26,123,611 | ||||
Issuance of shares and warrants for offering, net of issuance costs (in Shares) | 256,596 | ||||||
Issuance of shares for offerings, net of issuance costs | $ 57 | 3,744,943 | 3,745,000 | ||||
Issuance of shares for offerings, net of issuance costs (in Shares) | 56,667 | ||||||
Warrant consideration for convertible debt offering costs | 231,316 | 231,316 | |||||
Reduction in exercise price of warrants | 102,267 | (102,267) | |||||
Net loss | (46,371,364) | (46,371,364) | |||||
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 | 1,413,904 | 1,413,904 | |||||
Issuance of restricted stock units for compensation | $ 19 | 1,209,887 | 1,209,906 | ||||
Issuance of restricted stock units for compensation (in Shares) | 18,469 | ||||||
Issuance of shares for services | $ 150 | 507,408 | 507,558 | ||||
Issuance of shares for services (in Shares) | 148,227 | ||||||
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 | ||||||
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 | |||||
Reset provision on warrants and modification of warrants | 37,677 | (37,677) | |||||
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 | $ 1,767 | (1,767) | |||||
Exercise of warrants (in Shares) | 1,766,917 | ||||||
Issuance of shares and warrants for offering, net of issuance costs | $ 1,224 | 17,232,083 | 17,233,307 | ||||
Issuance of shares and warrants for offering, net of issuance costs (in Shares) | 1,224,333 | ||||||
Issuance costs related to exercise of warrants, modification of warrants, and issuance of warrants | (94,195) | (94,195) | |||||
Issuance of shares for settlement of AP | $ 9 | 79,991 | 80,000 | ||||
Issuance of shares for settlement of AP (in Shares) | 9,237 | ||||||
Rounding from reverse stock split | (13) | (13) | |||||
Rounding from reverse stock split (in Shares) | 12,015 | ||||||
Net loss | (27,649,876) | (27,649,876) | |||||
Balance at Dec. 31, 2022 | $ 4,307 | $ (201,605) | $ 100,443,967 | $ (95,040,362) | $ 5,206,307 | ||
Balance (in Shares) at Dec. 31, 2022 | 4,305,470 |
Statements of Cash Flows
Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (27,649,876) | $ (46,371,364) |
Adjustments to reconcile net loss to net cash used in operating activities | ||
Stock-based compensation | 3,131,368 | 4,640,681 |
Depreciation expense | 428,977 | 369,236 |
Amortization of intangible assets | 107,000 | 107,000 |
Amortization of debt discount | 1,533,048 | 1,845,358 |
Loss on extinguishment of debt | 2,500,970 | |
Impairment on notes receivable | 543,938 | 14,500,000 |
Disposal of fixed assets | 6,976 | |
Changes in operating assets and liabilities: | ||
Accounts receivable | (36,767) | (312,460) |
Prepaid expenses | 23,884 | (306,954) |
Deposits | (438,117) | (89,844) |
Inventory | (455,396) | (494,697) |
Accounts payable and accrued expenses | 412,959 | 1,333,930 |
Net cash used in operating activities | (22,392,006) | (22,278,144) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchase of fixed assets | (367,079) | (1,015,752) |
Tenant improvement allowance receivable | 125,161 | (287,018) |
Notes receivable and accrued interest | (15,002,521) | |
Net cash used in investing activities | (241,918) | (16,305,291) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from note payable - related party | 80,000 | |
Repayments of note payable - related party | (80,000) | |
Proceeds from notes and convertible notes payable, net of offering costs | 2,795,000 | 4,473,540 |
Repayments of notes and convertible notes payable | (3,206,887) | (315,790) |
Sale of Series B Preferred shares to related party | 20,000 | |
Redemption of Series B Preferred shares to related party | (20,000) | |
Common stock and warrants issued for cash, net of issuance costs | 17,233,307 | 29,868,611 |
Exercise of warrants, net of offering costs | 1,109,574 | 3,727,285 |
Payments on financing on fixed asset | (400,491) | (598,976) |
Cash paid on extinguishment of note payable | (1,200,000) | |
Net cash provided by financing activities | 17,530,503 | 35,954,670 |
NET DECREASE IN CASH | (5,103,421) | (2,628,765) |
CASH AT BEGINNING OF YEAR | 7,872,061 | 10,500,826 |
CASH AT END OF YEAR | 2,768,640 | 7,872,061 |
Supplemental cash flow information: | ||
Cash paid for income taxes | ||
Cash paid for interest expense | 753,038 | 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 | 3,131,388 | |
Issuance of shares for the settlement of accounts payable | 80,000 | |
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 | 146,522 | |
Liability recognized for financed assets | 821,862 | |
Reduction in exercise price of warrants | 102,267 | |
Shares issued for debt offering costs | 96,030 | |
Warrant modification | 37,677 | |
Deferred issuance costs | $ 50,000 |
Organization and Nature of Busi
Organization and Nature of Business | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION AND NATURE OF BUSINESS | NOTE 1 – ORGANIZATION AND NATURE OF BUSINESS Company Background Overview We are a biotech innovation company with a mission of prolonging life and enhancing its quality by improving the health of the immune system. We are an innovation company developing and commercializing technologies with a focus on monitoring and modulating the immune system. Our 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. Our immune monitoring technologies are designed to provide a personalized comprehensive profile of the immune system and we plan to utilize them in our 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, the Company 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 11) On September 20, 2022, the Company completed a public offering for net proceeds of $17.2 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 included 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 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 | 12 Months Ended |
Dec. 31, 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 year ended December 31, 2022, the Company had a net loss of $27,649,876 and negative cash flow from operating activities of $22,049,040. As of December 31, 2022, the Company’s cash balance was $2,768,640. As of December 31, 2022, the Company had $51.5 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, 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. In addition to the shelf registration, the Company has the ability to raise capital from equity of debt through private placements or public offerings pursuant to a registration statement on Form S-1. We may also secure loans from related parties. Because of these factors, the Company believes that this creates substantial doubt with the Company’s ability to continue as a going concern. The 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 | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The Company’s financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and the rules and regulations of the Securities and Exchange Commission (“SEC”). Use of Estimates The preparation of 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 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 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 Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents and accounts receivable. 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. Substantially all the Company’s accounts receivable are with companies in the healthcare industry, individuals, and the U.S. government. However, concentration of credit risk is mitigated due to the Company’s number of customers. In addition, for receivables due from U.S government agencies, the Company does not believe the receivables represent a credit risk as these are related to healthcare programs funded by the U.S. government and payment is primarily dependent upon submitting the appropriate documentation. 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. Useful lives assigned to fixed assets are as follows: Computers Three years to five years Lab Equipment Seven to ten years Office Furniture Five to ten years Other fixed assets Five to ten years Leasehold Improvements Shorter of estimated useful life or remaining lease term 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 December 31, 2022 and 2021, there was an allowance for doubtful accounts of $18,634 and zero, respectively. Offering Costs Offering costs incurred in connection with equity are recorded as a reduction of equity and offering costs incurred in connection with debt are recorded as a reduction of debt as a debt discount. 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 is reflected in research and development expenses, and are expensed as incurred. During the years ended December 31, 2022 and 2021, the Company incurred patent licensing fees for the patents of $263,273 and $76,455, 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 years ended December 31, 2022 and 2021, the Company incurred research and development costs of $7,268,084 and $5,042,617, 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 attributable of common stockholders 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 December 31, 2022, 44,710 stock options, 7,197 unvested restricted stock units, and 5,090,024 warrants were excluded from dilutive earnings per share as their effects were anti-dilutive. As of December 31, 2021, 44,710 stock options, 15,565 unvested restricted stock units and 601,399 warrants were excluded from dilutive earnings per share as their effects were anti-dilutive. During the years ended December 31, 2022 and 2021, the Company recognized an implied dividend from the modification of warrants of $37,667 and $102,267, respectively. Theses implied dividends resulted in an increase in the net loss attributable to common stockholders. 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 financial statements. |
Note Receivable
Note Receivable | 12 Months Ended |
Dec. 31, 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 Annual Report, the Company has not received any payments from Cellvera Global pursuant to the Revenue Sharing Agreement. Upon termination of the April Forbearance agreement, the amounts under the Secured Credit agreement (as amended) shall become immediately due and payable. 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. The Company determined that the Target Company may not have the ability to repay the note receivable. Accordingly, the Company recognized a full impairment of the principal and accrued interest of $0.5 million as of December 31, 2022. |
Fixed Assets
Fixed Assets | 12 Months Ended |
Dec. 31, 2022 | |
Fixed Assets [Abstract] | |
FIXED ASSETS | NOTE 5 – FIXED ASSETS The Company’s fixed assets include the following on December 31, 2022: Cost Basis Accumulated Net Computers $ 376,429 $ (197,907 ) $ 178,522 Lab Equipment 2,572,720 (579,015 ) 1,993,705 Office Furniture 56,656 (8,200 ) 48,456 Other Fixed Assets 8,605 (1,224 ) 7,381 Leasehold Improvements 120,440 (29,641 ) 90,799 Total Fixed Assets $ 3,134,850 $ (815,987 ) $ 2,318,863 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 $428,977 and $369,236, for the years ended December 31, 2022 and 2021, respectively. None of the Company’s fixed assets serve as collateral against any loans as of December 31, 2022 and December 31, 2021, other than those subject to the financed asset liability. As of December 31, 2022 and 2021, the fixed assets that serve as collateral subject to the financed asset liability have a carrying value of $1,359,091 and $1,690,420, respectively. Financed Assets: In October 2020, the Company purchased two pieces of lab equipment and financed them for a period of twenty-four months with a monthly payment of $19,487, with an interest rate of 8%. In January of 2021, the Company purchased one piece of lab equipment and financed it for a period of twenty-four months with a monthly payment of $9,733, with an interest rate of 8%. In March of 2021, the Company purchased five pieces of lab equipment and financed them for a period of twenty-four months with a monthly payment of $37,171, with an interest rate of 8%. Maturities as follows: 2023 $ 111,512 2024 - 2025 - 2026 - 2027 - Thereafter - Total Payments $ 111,512 |
Intangible Assets
Intangible Assets | 12 Months Ended |
Dec. 31, 2022 | |
Intangible Assets [Abstract] | |
INTANGIBLE ASSETS | NOTE 6 – INTANGIBLE ASSETS The Company’s intangible assets include the following on December 31, 2022: Cost Basis Accumulated Net Proprietary Technology $ 321,000 $ (214,000 ) $ 107,000 Total Intangible Assets $ 321,000 $ (214,000 ) $ 107,000 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 $107,000 and $107,000 for the years ended December 31, 2022 and 2021, respectively. None of the Company’s intangible assets serve as collateral against any loans as of December 31, 2022 and 2021. The Company’s proprietary technology is being amortized over its estimated useful life of three years. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 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 $146,613 in stock-based compensation for the issuance of these vested and unvested restricted stock units during the year ended December 31, 2022. (Note 11) 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. 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. |
Notes Payable
Notes Payable | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
NOTES PAYABLE | NOTE 8 – NOTES 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. On 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 with an exercise price of $7.50 and an expiration of five years from the issuance date. On 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). These warrants were valued using a Black-Scholes Model and the resulting relative fair value was recorded as a debt discount. 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. These warrants were valued using a Black-Scholes Model and the resulting valuation was recorded as an implied dividend. 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. These warrants were valued using a Black-Scholes Model and the resulting relative fair value was recorded as a debt discount. On September 16, 2022, the exercise price of the August 2022 Follow On Warrants was adjusted to $6.00 per share. These warrants were valued using a Black-Scholes Model and the resulting valuation was recorded as an implied dividend. As of December 31, 2022, the principal balance of $2,388,888, a prepayment penalty of $238,889 and all accrued interest of $119,444 relating to the August 2022 Notes was paid off in full. |
Leases
Leases | 12 Months Ended |
Dec. 31, 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 December 31, 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. Our corporate headquarters is located in Richmond, Virginia, where we lease approximately 25,000 square feet. The lease expires in August 2026, subject to extension. We also lease approximately 5,810 square feet of laboratory and office space in Mountain View, California. The lease expires in August 2024, subject to extension. Additionally, we lease approximately 3,150 square feet of office space in Melville, New York. The lease expires in December 2024, subject to extension. Subsequent to December 31, 2022 the Company is in arrears on certain lease payments. Lease Costs Year Year Components of total lease costs: Operating lease expense $ 1,396,875 $ 819,587 Total lease costs $ 1,396,875 $ 819,587 Lease Positions as of December 31, 2022 and December 31, 2021 ROU lease assets and lease liabilities for our operating leases are recorded on the balance sheet as follows: December 31, December 31, Assets Right of use asset – long term $ 3,160,457 $ 4,097,117 Total right of use asset $ 3,160,457 $ 4,097,117 Liabilities Operating lease liabilities – short term $ 1,086,658 $ 1,145,126 Operating lease liabilities – long term 1,885,218 2,765,933 Total lease liability $ 2,971,876 $ 3,911,059 Lease Terms and Discount Rate as of December 31, 2022 Weighted average remaining lease term (in years) – operating leases 2.70 Weighted average discount rate – operating leases 8.00 % Maturities of leases are as follows: Year Ended December 31, 2022 2023 $ 1,129,853 2024 1,004,982 2025 710,546 2026 423,930 2027 - Thereafter - Total lease payments $ 3,269,311 Less imputed interest (297,436 ) Less current portion (1,086,657 ) Total maturities, due beyond one year $ 1,885,218 |
Commitments & Contingencies
Commitments & Contingencies | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS & CONTINGENCIES | NOTE 10 – COMMITMENTS & CONTIGENCIES License Agreement with Loma Linda University On March 15, 2018, as amended on July 1, 2020, we entered into a LLU License Agreement directly with Loma Linda University. Pursuant to the LLU License Agreement, we obtained the exclusive royalty-bearing worldwide license in and to all intellectual property, including patents, technical information, trade secrets, proprietary rights, technology, know-how, data, formulas, drawings, and specifications, owned or controlled by LLU and/or any of its affiliates (the “LLU Patent and Technology Rights”) and related to therapy for immune-mediated inflammatory diseases (the ADI™ technology). In consideration for the LLU License Agreement, we issued 500 shares of common stock to LLU. Pursuant to the LLU License Agreement, we are required to pay an annual license fee to LLU. Also, we paid LLU $455,000 in July 2020 for outstanding milestone payments and license fees. We are also required to pay to LLU milestone payments in connection with certain development milestones. Specifically, we are required to make the following milestone payments to LLU: $175,000 on March 31, 2022; $100,000 on March 31, 2024; $500,000 on March 31, 2026; and $500,000 on March 31, 2027. In lieu of the $175,000 milestone payment due on March 31, 2022, the Company paid LLU an extension fee of $100,000. Upon payment of this extension fee, an additional year will be added for the March 31, 2022 milestone. Additionally, as consideration for prior expenses incurred by LLU to prosecute, maintain and defend the LLU Patent and Technology Rights, we made the following payments to LLU: $70,000 at the end of December 2018, and a final payment of $60,000 at the end of March 2019. We are required to defend the LLU Patent and Technology Rights during the term of the LLU License Agreement. Additionally, we will owe royalty payments of (i) 1.5% of Net Product Sales (as such terms are defined under the LLU License Agreement) and Net Service Sales on any Licensed Products (defined as any finished pharmaceutical products which utilizes the LLU Patent and Technology Rights in its development, manufacture or supply), and (ii) 0.75% of Net Product Sales and Net Service Sales for Licensed Products and Licensed Services (as such terms are defined under the LLU License Agreement) not covered by a valid patent claim for technology rights and know-how for a three (3) year period beyond the expiration of all valid patent claims. We also are required to produce a written progress report to LLU, discussing our development and commercialization efforts, within 45 days following the end of each year. All intellectual property rights in and to LLU Patent and Technology Rights shall remain with LLU (other than improvements developed by or on our behalf). The LLU License Agreement shall terminate on the last day that a patent granted to us by LLU is valid and enforceable or the day that the last patent application licensed to us is abandoned. The LLU License Agreement may be terminated by mutual agreement or by us upon 90 days written notice to LLU. LLU may terminate the LLU License Agreement in the event of (i) non-payments or late payments of royalty, milestone and license maintenance fees not cured within 90 days after delivery of written notice by LLU, (ii) a breach of any non-payment provision (including the provision that requires us to meet certain deadlines for milestone events (each, a “Milestone Deadline”)) not cured within 90 days after delivery of written notice by LLU and (iii) LLU delivers notice to us of three or more actual breaches of the LLU License Agreement by us in any 12-month period. Additional Milestone Deadlines include: (i) the requirement to have regulatory approval of an IND application to initiate first-in-human clinical trials on or before March 31, 2022, which has been extended to March 31, 2023 due to payment of a $100,000 extension fee paid in March 2022, (ii) the completion of first-in-human (phase I/II) clinical trials by March 31, 2024, (iii) the completion of Phase III clinical trials by March 31, 2026 and (iv) biologic licensing approval by the FDA by March 31, 2027. F-20 License Agreement with Leland Stanford Junior University On February 3, 2020, we entered into an exclusive license agreement (the “February 2020 License Agreement”) with Stanford regarding a patent concerning a method for detection and measurement of specific cellular responses. Pursuant to the February 2020 License Agreement, we received an exclusive worldwide license to Stanford’s patent regarding use, import, offer, and sale of Licensed Products (as defined in the agreement). The license to the patented technology is exclusive, including the right to sublicense, beginning on the effective date of the agreement, and ending when the patent expires. Under the exclusivity agreement, we acknowledged that Stanford had already granted a non-exclusive license in the Nonexclusive Field of Use, under the Licensed Patents in the Licensed Field of Use in the Licensed Territory (as those terms are defined in the February 2020 License Agreement”). However, Stanford agreed to not grant further licenses under the Licensed Patents in the Licensed Field of Use in the Licensed Territory. On December 29, 2021, we entered into an amendment to the February 2020 License Agreement which extended our exclusive right to license the technology deployed in AditxtScore TM We were obligated to pay and paid a fee of $25,000 to Stanford within 60 days of February 3, 2020. We also issued 375 shares of the Company’s common stock to Stanford. An annual licensing maintenance fee is payable by us on the first anniversary of the February 2020 License Agreement in the amount of $40,000 for 2021 through 2024 and $60,000 starting in 2025 until the license expires upon the expiration of the patent. The Company is required to pay and has paid $25,000 for the issuances of certain patents. The Company will pay milestone fees of $50,000 on the first commercial sales of a licensed product and $25,000 at the beginning of any clinical study for regulatory clearance of an in vitro diagnostic product developed and a potential licensed product. The Company paid a milestone fee for a clinical study for regulatory clearance of an in vitro diagnostic product developed and a potential licensed product of $25,000 in March of 2022. We are also required to: (i) provide a listing of the management team or a schedule for the recruitment of key management positions by March 31, 2020 (which has been completed), (ii) provide a business plan covering projected product development, markets and sales forecasts, manufacturing and operations, and financial forecasts until at least $10,000,000 in revenue by June 30, 2020 (which has been completed), (iii) conduct validation studies by September 30, 2020 (which has been completed), (iv) hold a pre-submission meeting with the FDA by September 30, 2020 (which has been completed), (iv) submit a 510(k) application to the FDA, Emergency Use Authorization (“EUA”), or a Laboratory Developed Test (“LDT”) by March 31, 2021 (which has been completed), (vi) develop a prototype assay for human profiling by December 31, 2021 (which has been completed), (vii) execute at least one partnership for use of the technology for transplant, autoimmunity, or infectious disease purposes by March 31, 2022 (which has been completed) and (viii) provided further development and commercialization milestones for specific fields of use in writing prior to December 31, 2022. In addition to the annual license maintenance fees outlined above, we will pay Stanford royalties on Net Sales (as such term is defined in the February 2020 License Agreement) during the of the term of the agreement as follows: 4% when Net Sales are below or equal to $5 million annually or 6% when Net Sales are above $5 million annually. The February 2020 License Agreement may be terminated upon our election on at least 30 days advance notice to Stanford, or by Stanford if we: (i) are delinquent on any report or payment; (ii) are not diligently developing and commercializing Licensed Product; (iii) miss certain performance milestones; (iv) are in breach of any provision of the February 2020 License Agreement; or (v) provide any false report to Stanford. Should any events in the preceding sentence occur, we have a thirty (30) day cure period to remedy such violation. |
Stockholders_ Equity
Stockholders’ Equity | 12 Months Ended |
Dec. 31, 2022 | |
Stockholders' Equity Note [Abstract] | |
STOCKHOLDERS’ EQUITY | NOTE 11 – 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 year ended December 31, 2022, the Company issued 148,227 shares of common stock and recognized expense of $507,558 in stock-based compensation for consulting services, consisting of capital markets and investor relations. The stock-based compensation for consulting services is calculated by the number shares multiplied by the closing price on the effective date of the contract. The Company also granted 11,644 Restricted Stock Units and, 18,469 Restricted Stock Units vested which resulted in the issuance of shares. As a result, the Company recognized expense of $1,209,906 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 58,256 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 (See Note 1). The Company also issued 1,766,917 shares of common stock as a result of the exercise of prefunded warrants from the September 2022 Offering (See Note 1). The Company issued 179,419 shares of common stock from the exercise of warrant, modification of warrant, and the issuance of warrant. The Company issued 9,237 shares of common stock for the settlement of accounts payable. During the year ended December 31, 2021, the Company issued 2,031 shares of common stock and recognized expense of $254,242 in stock-based compensation for consulting services. The Company also issued 1,602 shares of common stock to Stanford University and two employees and recognized expense of $64,875 relating to the agreement with Stanford University. The Company also issued 189,843 shares of common stock upon the exercise of warrants and received $3,727,285 in cash proceeds. The Company granted 9,300 Restricted Stock Awards, as a result the Company recognized expense of $1,443,700 in stock-based compensation. The Company granted 500 Restricted Stock Awards of which 500 vested, as a result, the Company recognized expense of $17,000 in stock-based compensation for consulting services. The Company also granted 36,456 Restricted Stock Units, of which 16,519 vested and resulted in the issuance of shares, as a result, the Company recognized expense of $1,843,902 in stock-based compensation. (See Note 7) The Company issued 96,050 shares of common stock for the conversion of a convertible note. (See Note 9) The Company issued 91,667 shares of common stock as part of the August 2021 Offering. The Company issued 56,667 shares of common stock as part of the October 2021 Offering. The Company issued 164,929 shares of common stock as part of the December 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 December 31, 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. 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. 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 year ended December 31, 2022, the Company granted no new options. During the year ended December 31, 2021, the Company granted 1,850 stock option grants, with a weighted average grant date fair value $8.39. The fair value of each option granted was estimated using the assumption and/or factors in the Black-Scholes Model. 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 December 31, 2022 44,710 $ 170.00 5.74 Nonvested Stock Options Number Weighted- Nonvested on December 31, 2021 9,063 $ 108.50 Granted - - Vested (7,038 ) 112.41 Forfeited - - Nonvested on December 31, 2022 2,025 $ 96.00 As of December 31, 2022 there were 42,685 exercisable options, these options had a weighted average exercise price $173.50. The Company recognized stock-based compensation expense related to options granted and vesting expense of $791,187 during the year ended December 31, 2022, of which $555,772 is included in general and administrative expenses and $235,415 is included in research and development expenses in the accompanying statements of operations. The remaining value to be expensed is $179,892 with a weighted average vesting term of 0.75 years as of December 31, 2022. The Company recognized stock-based compensation expense related to options issued and vesting of $826,795 during the year ended December 31, 2021, of which $587,209 is included in general and administrative expenses and $239,586 is included in research and development expenses in the accompanying statements of operations. The Company recognizes warrant forfeitures as they occur as there is insufficient historical data to accurately determine future forfeitures rates. Warrants During the year ended December 31, 2022, the Company issued 6,497,530 warrants. During the year ended December 31, 2021, the Company issued 678,242 warrants. For the year ended December 31, 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 year ended December 31, 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 4.66 Exercised (1,946,419 ) 0.69 - Expired or forfeited (62,512 ) 45.62 - Rounding for Reverse Split 25 - - Outstanding December 31, 2022 5,090,024 $ 12.83 4.54 Nonvested Warrants Number Weighted- Nonvested on December 31, 2021 92,567 $ 75.50 Granted 6,497,530 4.71 Vested (6,435,097 ) 5.55 Forfeited (55,000 ) 20.00 Nonvested on December 31, 2022 100,000 $ 7.50 The Company recognized stock-based compensation expense related to warrants granted and vesting expense of $609,748 during the year ended December 31, 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 $189,899 during the year ended December 31, 2021, which is included in general and administrative in the accompanying Statements of Operations. The remaining value to be expensed is zero as of December 31, 2022. The weighted average vesting term is 0.22 years as of December 31, 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 recorded 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. On December 20, 2022, the Company and the Warrant Agent entered into Amendment No. 2 to the Series C Warrant Agent Agreement, pursuant to which the exercise price of the Series C Warrants was reduced from $57.50 per share to $12.395 per share. In addition, on December 21, 2022, the Company issued an Amended and Restated Unit Purchase Option to the agent in the Offering reflecting a reduced exercise price of $12.395 per Unit. This modification of these warrants resulted in a $29,058 increase to the fair value of the warrants (See Note 1). 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 (18,506 ) 70.65 Forfeited (1,506 ) 77.50 Nonvested December 31, 2022 7,197 $ 46.72 The Company recognized stock-based compensation expense related to RSUs granted and vesting expense of $1,222,875 and $1,843,902 during the years ended December 31, 2022 and December 31, 2021, respectively, of which, $848,597 is included in general and administrative, $356,105 is included in research and development, and $18,346 is included in sales and marketing in the accompanying Statements of Operations. The remaining value to be expensed is $321,603 with a weighted average vesting term of 0.40 years as of December 31, 2022. During the year ended December 31, 2022, the Company granted a total of 11,644 RSUs. As of December 31, 2022, 18,506 RSUs vested and the Company issued 18,469 shares of common stock for the 18,469 vested RSUs. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 12 – INCOME TAXES For the years ended December 31, 2022 and 2021, the Company did not record a current or deferred income tax expense or benefit due to current and historical losses incurred by the Company. The Company’s losses before income taxes consist solely of losses from domestic operations. A reconciliation of income tax expense (benefit) computed at the statutory federal income tax rate to income taxes as reflected in the financial statements is as follows: 2022 2021 Income taxes at U.S. statutory rate 21 % 21 % State income taxes 1.6 6.9 Tax Credits 1.0 0.1 Permanent Differences/Others (10.5 ) (5.0 ) Change in valuation allowance (13.1 ) (23.0 ) Total provision for income taxes 0 % 0 % Deferred taxes are recognized for temporary differences between the basis of assets and liabilities for financial statement and income tax purposes. The significant components of the Company’s deferred tax assets and liabilities as of December 31, 2022 and 2021 are comprised of the following: Years Ended December 31, 2022 2021 Deferred tax assets Net operating loss carryforwards $ 13,499,811 $ 10,896,410 Tax credits carryforwards 430,468 161,943 Stock-based compensation 1,511,849 1,541,936 Lease liability 722,126 1,169,887 Section 174 Capitalization 1,547,343 - Loss on impairment of debt 3,288,363 4,140,318 Other 114,973 23,933 Total deferred tax assets 21,114,933 17,934,427 Valuation allowance (20,217,401 ) (16,670,590 ) Net deferred tax assets 897,533 1,263,837 Deferred tax liabilities Right of use assets (722,127 ) (1,169,887 ) Fixed assets (175,406 ) (93,950 ) Total deferred tax liabilities (897,533 ) (1,263,837 ) Net deferred taxes $ — $ — The Company has evaluated the positive and negative evidence bearing upon its ability to realize its deferred tax assets, which are comprised primarily of net operating loss carryforwards and tax credits. Management has considered the Company’s history of cumulative net losses in the United States, estimated future taxable income and prudent and feasible tax planning strategies and has concluded that it is more likely than not that the Company will not realize the benefits of its U.S. federal and state deferred tax assets. Accordingly, a full valuation allowance has been established against these net deferred tax assets as of December 31, 2022 and 2021, respectively. The Company reevaluates the positive and negative evidence at each reporting period. The Company’s valuation allowance increased during 2022 by approximately $3.5 million primarily due to the generation of net operating loss and tax credit carryforwards and the capitalization of research and experimental expenditures. As of December 31, 2022 and 2021, the Company had U.S. federal net operating loss carryforwards of $56.6 million and $38.0 million, respectively, which may be available to offset future income tax liabilities. The 2017 Tax Cuts and Jobs Act (” TCJA”) will generally allow losses incurred after 2017 to be carried over indefinitely, but will generally limit the net operating loss deduction to the lesser of the net operating loss carryover or 80% of a corporation’s taxable income (subject to Section 382 of the Internal Revenue Code of 1986, as amended). Also, there will be no carryback for losses incurred after 2017. Losses incurred prior to 2018 will generally be deductible to the extent of the lesser of a corporation’s net operating loss carryover or 100% of a corporation’s taxable income and be available for twenty years from the period the loss was generated. The Company has federal net operating losses generated following 2017 of $56.5 million, which do not expire. The federal net operating losses generated prior to 2018 of $0.1 million will expire at various dates through 2037. The CARES Act temporarily allows the Company to carryback net operating losses arising in 2018, 2019 and 2020 to the five prior tax years. In addition, net operating losses generated in these years could fully offset prior year taxable income without the 80% of the taxable income limitation under the TCJA which was enacted on December 22, 2017. The Company has been generating losses since its inception, as such the net operating loss carryback provision under the CARES Act is not applicable to the Company. As of December 31, 2022 and 2021, the Company also had U.S. state net operating loss carryforwards (post-apportioned) of $26.2 million and $44.8 million, respectively, which may be available to offset future income tax liabilities and expire at various dates through 2042. As of December 31, 2022, the Company had $0.1 million federal tax credit carryforwards available to reduce future tax liabilities which expire at various dates through 2042. As of December 31, 2021, the Company had no federal tax credit carryforwards. As of December 31, 2022 and 2021, the Company had state research and development tax credit carryforwards of approximately $0.4 million and $0.2 million, respectively, which may be available to reduce future tax liabilities and can be carried over indefinitely. Utilization of the U.S. federal and state net operating loss and research and development credit carryforwards may be subject to a substantial annual limitation under Section 382 and Section 383 of the Internal Revenue Code of 1986, as amended, and corresponding provisions of state law, due to ownership changes that have occurred previously or that could occur in the future. These ownership changes may limit the amount of net operating loss and research and development credit carryforwards that can be utilized annually to offset future taxable income and tax liabilities, respectively. The Company has not completed a study to assess whether a change of ownership has occurred, or whether there have been multiple ownership changes since its formation. Any limitation may result in expiration of a portion of the net operating loss carryforwards or research and development tax credit carryforwards before utilization. The Company has not, as of yet, conducted a study of research and development tax credit carryforwards. Such a study, once undertaken by the Company, may result in an adjustment to the research and development tax credit carryforwards; however, a full valuation allowance has been provided against the Company’s research and development tax credits and, if an adjustment is required, this adjustment would be offset by an adjustment to the valuation allowance. Thus, there would be no impact to the balance sheet or statement of operations if an adjustment is required. The Company files tax returns in the United States, California, Virginia, and New York. The Company is subject to U.S. federal and state tax examinations by tax authorities for the tax years ended December 31, 2019 through present. As of December 31, 2022 and 2021, the Company has recorded no liability for unrecognized tax benefits, interest, or penalties related to federal and state income tax matters and there currently no pending tax examinations. The Company will recognize interest and penalties related to uncertain tax positions in income tax expense. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 13 – SUBSEQUENT EVENTS On December 20, 2022, the Company entered into an At The Market Offering Agreement (the “ATM”) with H.C. Wainwright & Co., LLC as agent (the “Agent”), pursuant to which the Company may offer and sell, from time to time through the Agent, shares of the Company’s common stock having an aggregate offering price of up to $50,000,000 (the “Shares”). The offer and sale of the Shares was made pursuant to a shelf registration statement on Form S-3 and the related prospectus (File No. 333-257645) filed by the Company with the SEC on July 2, 2021, amended on July 6, 2021 and declared effective by the SEC on July 13, 2021, under the Securities Act of 1933, as amended. No sales of Shares were made during the year ended December 31, 2022 under the ATM. For the period beginning January 1, 2023 through the date of this report, the Company sold 338,513 Shares at an average price of $1.55 per share under the ATM. The sale of Shares generated net proceeds of approximately $507,000 after paying commissions and related fees. On January 1, 2023, the Company formed Adimune, Inc. a Delaware, wholly owned subsidiary. On January 1, 2023, the Company formed Pearsanta, Inc. a Delaware, wholly owned subsidiary. On February 21, 2023, 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 $2,160,000 (the “Future Receipts Purchased Amount” for gross proceeds to the Company of $1,500,000, less origination fees of $75,000. 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 $77,000 with the final payment due on September 5, 2023. On March 17, 2023, the Company entered into a consulting agreement (the "Independent Consulting Agreement") with an independent consultant for a term of thirty days. Pursuant to the Independent Consulting Agreement, the independent consultant agreed to provide the Company with business advisory services, guidance on growth strategies and networking with its clients on a non-exclusive basis for general business purposes (the "Independent Consulting Services”). In consideration for the Independent Consulting Services, the Company issued to the independent consultant 187,000 shares of the Company's common stock (the "Independent Consulting Shares"). The issuance of the Independent Consulting Shares will not be registered under the Securities Act. On April 4, 2023, the Company entered into a Business Loan and Security Agreement (the "April Loan Agreement") with a commercial funding source (the "April Lender"), pursuant to which the Company obtained a loan from the April Lender in the principal amount of $1,060,000, which includes origination fees of $60,000 (the "April Loan"). Pursuant to the April Loan Agreement, the Company granted the April Lender a continuing secondary security interest in certain collateral (as defined in the April Loan Agreement). The total amount of interest and fees payable by the Company to the April Lender under the April Loan (the "April Repayment Amount") will be (i) $1,000,000 if paid prior to April 6, 2023, (ii) $1,219,000 if paid prior to April 10, 2023, or (iii) $1,590,000 if paid after April 10, 2023 and will be repaid in 20 weekly installments of $79,500 commencing on April 10, 2023 and ending on August 21, 2023. On April 13, 2023, the Company formed Adivir, Inc. a Delaware, wholly owned subsidiary. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The Company’s financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and the rules and regulations of the Securities and Exchange Commission (“SEC”). |
Use of Estimates | Use of Estimates The preparation of 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 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 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 Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents and accounts receivable. 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. Substantially all the Company’s accounts receivable are with companies in the healthcare industry, individuals, and the U.S. government. However, concentration of credit risk is mitigated due to the Company’s number of customers. In addition, for receivables due from U.S government agencies, the Company does not believe the receivables represent a credit risk as these are related to healthcare programs funded by the U.S. government and payment is primarily dependent upon submitting the appropriate documentation. |
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. Useful lives assigned to fixed assets are as follows: Computers Three years to five years Lab Equipment Seven to ten years Office Furniture Five to ten years Other fixed assets Five to ten years Leasehold Improvements Shorter of estimated useful life or remaining lease term |
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 December 31, 2022 and 2021, there was an allowance for doubtful accounts of $18,634 and zero, respectively. |
Offering Costs | Offering Costs Offering costs incurred in connection with equity are recorded as a reduction of equity and offering costs incurred in connection with debt are recorded as a reduction of debt as a debt discount. |
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 is reflected in research and development expenses, and are expensed as incurred. During the years ended December 31, 2022 and 2021, the Company incurred patent licensing fees for the patents of $263,273 and $76,455, 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 years ended December 31, 2022 and 2021, the Company incurred research and development costs of $7,268,084 and $5,042,617, 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 attributable of common stockholders 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 December 31, 2022, 44,710 stock options, 7,197 unvested restricted stock units, and 5,090,024 warrants were excluded from dilutive earnings per share as their effects were anti-dilutive. As of December 31, 2021, 44,710 stock options, 15,565 unvested restricted stock units and 601,399 warrants were excluded from dilutive earnings per share as their effects were anti-dilutive. During the years ended December 31, 2022 and 2021, the Company recognized an implied dividend from the modification of warrants of $37,667 and $102,267, respectively. Theses implied dividends resulted in an increase in the net loss attributable to common stockholders. |
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 financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Schedule of useful lives assigned to fixed assets | Computers Three years to five years Lab Equipment Seven to ten years Office Furniture Five to ten years Other fixed assets Five to ten years Leasehold Improvements Shorter of estimated useful life or remaining lease term |
Fixed Assets (Tables)
Fixed Assets (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Fixed Assets [Abstract] | |
Schedule of fixed assets | Cost Basis Accumulated Net Computers $ 376,429 $ (197,907 ) $ 178,522 Lab Equipment 2,572,720 (579,015 ) 1,993,705 Office Furniture 56,656 (8,200 ) 48,456 Other Fixed Assets 8,605 (1,224 ) 7,381 Leasehold Improvements 120,440 (29,641 ) 90,799 Total Fixed Assets $ 3,134,850 $ (815,987 ) $ 2,318,863 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 |
Schedule of maturities | 2023 $ 111,512 2024 - 2025 - 2026 - 2027 - Thereafter - Total Payments $ 111,512 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Intangible Assets [Abstract] | |
Schedule of intangible assets | Cost Basis Accumulated Net Proprietary Technology $ 321,000 $ (214,000 ) $ 107,000 Total Intangible Assets $ 321,000 $ (214,000 ) $ 107,000 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) | 12 Months Ended |
Dec. 31, 2022 | |
Disclosure Text Block [Abstract] | |
Schedule of lease costs | Year Year Components of total lease costs: Operating lease expense $ 1,396,875 $ 819,587 Total lease costs $ 1,396,875 $ 819,587 |
Schedule of maturities of leases | December 31, December 31, Assets Right of use asset – long term $ 3,160,457 $ 4,097,117 Total right of use asset $ 3,160,457 $ 4,097,117 Liabilities Operating lease liabilities – short term $ 1,086,658 $ 1,145,126 Operating lease liabilities – long term 1,885,218 2,765,933 Total lease liability $ 2,971,876 $ 3,911,059 |
Schedule of lease terms and discount rate | Weighted average remaining lease term (in years) – operating leases 2.70 Weighted average discount rate – operating leases 8.00 % |
Schedule of maturities of leases | 2023 $ 1,129,853 2024 1,004,982 2025 710,546 2026 423,930 2027 - Thereafter - Total lease payments $ 3,269,311 Less imputed interest (297,436 ) Less current portion (1,086,657 ) Total maturities, due beyond one year $ 1,885,218 |
Stockholders_ Equity (Tables)
Stockholders’ Equity (Tables) | 12 Months Ended |
Dec. 31, 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 December 31, 2022 44,710 $ 170.00 5.74 Vested and Nonvested Warrants Number Weighted Weighted Outstanding December 31, 2021 601,400 $ 83.50 4.38 Granted 6,497,530 4.71 4.66 Exercised (1,946,419 ) 0.69 - Expired or forfeited (62,512 ) 45.62 - Rounding for Reverse Split 25 - - Outstanding December 31, 2022 5,090,024 $ 12.83 4.54 Nonvested RSUs Number Weighted Nonvested December 31, 2021 15,565 $ 96.00 Granted 11,644 22.74 Vested (18,506 ) 70.65 Forfeited (1,506 ) 77.50 Nonvested December 31, 2022 7,197 $ 46.72 |
Schedule of warranty issuance | Nonvested Stock Options Number Weighted- Nonvested on December 31, 2021 9,063 $ 108.50 Granted - - Vested (7,038 ) 112.41 Forfeited - - Nonvested on December 31, 2022 2,025 $ 96.00 Nonvested Warrants Number Weighted- Nonvested on December 31, 2021 92,567 $ 75.50 Granted 6,497,530 4.71 Vested (6,435,097 ) 5.55 Forfeited (55,000 ) 20.00 Nonvested on December 31, 2022 100,000 $ 7.50 |
Schedule of fair value of each warrant issued was estimated using the assumption ranges 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 % |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of a reconciliation of income tax expense (benefit) computed at the statutory federal income tax rate to income taxes | 2022 2021 Income taxes at U.S. statutory rate 21 % 21 % State income taxes 1.6 6.9 Tax Credits 1.0 0.1 Permanent Differences/Others (10.5 ) (5.0 ) Change in valuation allowance (13.1 ) (23.0 ) Total provision for income taxes 0 % 0 % |
Schedule of deferred tax assets and liabilities | Years Ended December 31, 2022 2021 Deferred tax assets Net operating loss carryforwards $ 13,499,811 $ 10,896,410 Tax credits carryforwards 430,468 161,943 Stock-based compensation 1,511,849 1,541,936 Lease liability 722,126 1,169,887 Section 174 Capitalization 1,547,343 - Loss on impairment of debt 3,288,363 4,140,318 Other 114,973 23,933 Total deferred tax assets 21,114,933 17,934,427 Valuation allowance (20,217,401 ) (16,670,590 ) Net deferred tax assets 897,533 1,263,837 Deferred tax liabilities Right of use assets (722,127 ) (1,169,887 ) Fixed assets (175,406 ) (93,950 ) Total deferred tax liabilities (897,533 ) (1,263,837 ) Net deferred taxes $ — $ — |
Organization and Nature of Bu_2
Organization and Nature of Business (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | |||||||
Sep. 20, 2022 | Dec. 06, 2021 | Oct. 20, 2021 | Oct. 18, 2021 | Sep. 30, 2022 | Sep. 16, 2022 | Sep. 16, 2022 | Aug. 31, 2021 | |
Organization and Nature of Business (Details) [Line Items] | ||||||||
Company issued | 164,929 | 56,667 | 91,667 | |||||
Purchase price per share (in Dollars per share) | $ 120 | |||||||
Gross proceeds (in Dollars) | $ 4,250 | $ 11,000 | ||||||
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 (in Dollars per share) | $ 75 | |||||||
Purchase of common stock | 4,584 | |||||||
Warrant exercise price (in Dollars per share) | $ 6 | $ 6 | $ 6 | |||||
Exercise price per share (in Dollars per share) | $ 57.5 | $ 75 | ||||||
Net of underwriting discounts (in Dollars) | $ 3,910 | |||||||
Net proceeds (in Dollars) | $ 17,200 | $ 16,000 | ||||||
Prefunded warrants shares | 166,572 | |||||||
Purchase of equity shares | 2,109,000 | |||||||
Purchase shares | 3,333,333 | |||||||
Exercise price term (in Dollars per share) | $ 0.001 | |||||||
Common Stock [Member] | ||||||||
Organization and Nature of Business (Details) [Line Items] | ||||||||
Warrant exercise price (in Dollars per share) | $ 150 | |||||||
Exercise price per share (in Dollars per share) | $ 1,224,333 | |||||||
Warrant [Member] | ||||||||
Organization and Nature of Business (Details) [Line Items] | ||||||||
Prefunded warrants shares | 0.001 |
Going Concern Analysis (Details
Going Concern Analysis (Details) | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Going Concern Analysis [Abstract] | |
Net loss cash flow from operating activities | $ 27,649,876 |
Operating activities | 22,049,040 |
Cash | 2,768,640 |
Future funds | $ 51,500,000 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | ||
Allowance for doubtful accounts | $ 18,634 | $ 0 |
Licensing fees | 263,273 | 76,455 |
Research and development expense | $ 7,268,084 | $ 5,042,617 |
Stock options issued (in Shares) | 44,710 | 44,710 |
Restricted stock units (in Shares) | 7,197 | 15,565 |
Dilutive earning shares (in Shares) | 5,090,024 | |
Warrants issued (in Shares) | 601,399 | |
Recognized an implied dividend | $ 37,667 | $ 102,267 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Schedule of useful lives assigned to fixed assets | 12 Months Ended |
Dec. 31, 2022 | |
Computers [Member] | |
Public Utility, Property, Plant and Equipment [Line Items] | |
Useful lives assigned to fixed assets | Three years to five years |
Lab Equipment [Member] | |
Public Utility, Property, Plant and Equipment [Line Items] | |
Useful lives assigned to fixed assets | Seven to ten years |
Office Furniture [Member] | |
Public Utility, Property, Plant and Equipment [Line Items] | |
Useful lives assigned to fixed assets | Five to ten years |
Other Fixed Assets [Member] | |
Public Utility, Property, Plant and Equipment [Line Items] | |
Useful lives assigned to fixed assets | Five to ten years |
Leasehold Improvements [Member] | |
Public Utility, Property, Plant and Equipment [Line Items] | |
Useful lives assigned to fixed assets | Shorter of estimated useful life or remaining lease term |
Note Receivable (Details)
Note Receivable (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |||||||||||
Apr. 04, 2022 | Dec. 10, 2021 | Dec. 28, 2021 | Oct. 18, 2021 | Aug. 25, 2021 | Dec. 31, 2021 | Dec. 31, 2022 | Jan. 31, 2022 | Nov. 30, 2021 | Aug. 27, 2021 | Mar. 31, 2021 | Jan. 31, 2021 | Oct. 31, 2020 | |
Receivables [Abstract] | |||||||||||||
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% | 8% | 8% | 8% | |||||||||
Credit agreement amendment, description | 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 | ||||||||||||
Credit agreement | $ 14,500,000 | ||||||||||||
Aggregate amount | $ 30,000,000 | ||||||||||||
Principal amount | $ 500,000 | ||||||||||||
Debt loan amount | 4,500,000 | ||||||||||||
Loan interest rate | $ 8 | ||||||||||||
Accrued interest | $ 500,000 |
Fixed Assets (Details)
Fixed Assets (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||||
Mar. 31, 2021 | Jan. 31, 2021 | Oct. 31, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | Nov. 30, 2021 | |
Fixed Assets [Abstract] | ||||||
Depreciation expense | $ 428,977 | $ 369,236 | ||||
Carrying value | $ 1,359,091 | $ 1,690,420 | ||||
Monthly payment | $ 37,171 | $ 9,733 | $ 19,487 | |||
Interest rate | 8% | 8% | 8% | 8% |
Fixed Assets (Details) - Schedu
Fixed Assets (Details) - Schedule of fixed assets - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Cost Basis | $ 3,134,850 | $ 2,654,307 |
Accumulated Depreciation | (815,987) | (387,010) |
Net | 2,318,863 | 2,267,297 |
Computers [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Cost Basis | 376,429 | 312,489 |
Accumulated Depreciation | (197,907) | (75,053) |
Net | 178,522 | 237,436 |
Lab Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Cost Basis | 2,572,720 | 2,240,252 |
Accumulated Depreciation | (579,015) | (306,688) |
Net | 1,993,705 | 1,933,564 |
Office Furniture [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Cost Basis | 56,656 | 90,757 |
Accumulated Depreciation | (8,200) | (4,857) |
Net | 48,456 | 85,900 |
Other Fixed Assets [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Cost Basis | 8,605 | 10,809 |
Accumulated Depreciation | (1,224) | (412) |
Net | 7,381 | $ 10,397 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Cost Basis | 120,440 | |
Accumulated Depreciation | (29,641) | |
Net | $ 90,799 |
Fixed Assets (Details) - Sche_2
Fixed Assets (Details) - Schedule of maturities | Dec. 31, 2022 USD ($) |
Schedule Of Maturities Abstract | |
2023 | $ 111,512 |
2024 | |
2025 | |
2026 | |
2027 | |
Thereafter | |
Total Payments | $ 111,512 |
Intangible Assets (Details)
Intangible Assets (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Intangible Assets [Abstract] | ||
Amortization expense | $ 107,000 | $ 107,000 |
Estimated useful life | 3 years |
Intangible Assets (Details) - S
Intangible Assets (Details) - Schedule of intangible assets - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Proprietary Technology [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost Basis | $ 321,000 | $ 321,000 |
Accumulated Amortization | (214,000) | (107,000) |
Net | 107,000 | 214,000 |
Total Intangible Assets [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost Basis | 321,000 | 321,000 |
Accumulated Amortization | (214,000) | (107,000) |
Net | $ 107,000 | $ 214,000 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 12 Months Ended | ||||
Oct. 07, 2022 | Jul. 19, 2022 | Jan. 28, 2022 | Dec. 31, 2022 | Jul. 21, 2022 | |
Related Party Transactions (Details) [Line Items] | |||||
Preferred stock, par value (in Dollars per share) | $ 0.001 | ||||
Cash | $ 20,000 | ||||
Preferred stock votes (in Shares) | 250,000,000 | ||||
Cash received on consideration | $ 20,000 | ||||
Accrue interest rate | 4.75% | ||||
Promissory note amount | $ 80,000 | ||||
Accrued interest | 119,444 | ||||
Chief Financial Officer [Member] | |||||
Related Party Transactions (Details) [Line Items] | |||||
Restricted stock of shares (in Shares) | 9,600 | ||||
Chief Executive Officer [Member] | |||||
Related Party Transactions (Details) [Line Items] | |||||
Restricted stock issued | $ 146,613 | ||||
Loan amount | $ 80,000 | ||||
Accrued interest | $ 812 |
Notes Payable (Details)
Notes Payable (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |||||||||||
Sep. 16, 2022 | Aug. 31, 2022 | Aug. 11, 2022 | Aug. 04, 2022 | May 27, 2022 | Sep. 30, 2022 | Sep. 16, 2022 | Sep. 16, 2022 | Jun. 15, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 07, 2022 | Aug. 25, 2021 | |
Notes Payable (Details) [Line Items] | |||||||||||||
Aggregate amount | $ 288,000 | ||||||||||||
Gross proceeds | $ 500,000 | $ 500,000 | $ 550,000 | $ 1,350,000 | |||||||||
Origination fee | 20,000 | 16,500 | |||||||||||
Professional service fee | 13,500 | ||||||||||||
Repaid purchase amount | 14,400 | $ 28,000 | |||||||||||
Gross proceeds | $ 200,000 | $ (3,206,887) | $ (315,790) | ||||||||||
Exercise price (in Dollars per share) | $ 7.5 | ||||||||||||
Principal amount percentage | 10% | ||||||||||||
Offering expenses | $ 1,150,000 | ||||||||||||
Common stock shares (in Shares) | 11,112 | 4,307,487 | 890,614 | ||||||||||
Warrant to purchase shares (in Shares) | 47,182 | ||||||||||||
Purchase amount | $ 555,556 | ||||||||||||
Conversion Price (in Dollars per share) | $ 11.78 | ||||||||||||
Warrant exercise price (in Dollars per share) | $ 7.5 | ||||||||||||
Warrant exercise price (in Dollars per share) | $ 6 | $ 6 | $ 6 | ||||||||||
Principal amount | $ 555,555 | ||||||||||||
Principal balance | $ 2,388,888 | ||||||||||||
Prepayment | 238,889 | ||||||||||||
Accrued interest | $ 119,444 | ||||||||||||
August 2022 Warrants [Member] | |||||||||||||
Notes Payable (Details) [Line Items] | |||||||||||||
Common stock shares (in Shares) | 25,556 | ||||||||||||
Warrant to purchase shares (in Shares) | 108,517 | ||||||||||||
August 2022 Follow On Warrants [Member] | |||||||||||||
Notes Payable (Details) [Line Items] | |||||||||||||
Common stock shares (in Shares) | 11,112 | 11,112 | 11,112 | ||||||||||
Warrant to purchase shares (in Shares) | 74,074 | 74,074 | 74,074 | ||||||||||
Future Receipts Agreement[Member] | |||||||||||||
Notes Payable (Details) [Line Items] | |||||||||||||
Aggregate amount | $ 792,000 | ||||||||||||
Exercise price (in Dollars per share) | $ 7.5 | ||||||||||||
Investor [Member] | |||||||||||||
Notes Payable (Details) [Line Items] | |||||||||||||
Warrant to purchase common shares (in Shares) | 26,667 | ||||||||||||
Sale of net issuance cost | $ 1,277,778 |
Leases (Details)
Leases (Details) | 12 Months Ended |
Dec. 31, 2022 m² ft² | |
Virginia [Membe] | |
Leases (Details) [Line Items] | |
Net lease | 25,000 |
Lease expires | August 2026 |
California [Member] | |
Leases (Details) [Line Items] | |
Net lease | ft² | 5,810 |
Lease expires | August 2024 |
New York [Member] | |
Leases (Details) [Line Items] | |
Net lease | 3,150 |
Lease expires | December 2024 |
Leases (Details) - Schedule of
Leases (Details) - Schedule of lease costs - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule Of Lease Costs Abstract | ||
Operating lease expense | $ 1,396,875 | $ 819,587 |
Total lease costs | $ 1,396,875 | $ 819,587 |
Leases (Details) - Schedule o_2
Leases (Details) - Schedule of ROU lease assets and lease liabilities for our operating leases - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Assets | ||
Right of use asset – long term | $ 3,160,457 | $ 4,097,117 |
Total right of use asset | 3,160,457 | 4,097,117 |
Liabilities | ||
Operating lease liabilities – short term | 1,086,658 | 1,145,126 |
Operating lease liabilities – long term | 1,885,218 | 2,765,933 |
Total lease liability | $ 2,971,876 | $ 3,911,059 |
Leases (Details) - Schedule o_3
Leases (Details) - Schedule of lease terms and discount rate | Dec. 31, 2022 |
Schedule Of Lease Terms And Discount Rate Abstract | |
Weighted average remaining lease term (in years) – operating leases | 2 years 8 months 12 days |
Weighted average discount rate – operating leases | 8% |
Leases (Details) - Schedule o_4
Leases (Details) - Schedule of maturities of leases | Dec. 31, 2022 USD ($) |
Schedule Of Maturities Of Leases Abstract | |
2023 | $ 1,129,853 |
2024 | 1,004,982 |
2025 | 710,546 |
2026 | 423,930 |
2027 | |
Thereafter | |
Total lease payments | 3,269,311 |
Less imputed interest | (297,436) |
Less current portion | (1,086,657) |
Total maturities, due beyond one year | $ 1,885,218 |
Commitments & Contingencies (De
Commitments & Contingencies (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |||||||||
Oct. 07, 2022 | Feb. 03, 2020 | Mar. 31, 2027 | Mar. 31, 2026 | Mar. 31, 2024 | Mar. 31, 2022 | Jul. 31, 2020 | Jun. 30, 2020 | Feb. 29, 2020 | Dec. 31, 2022 | Dec. 31, 2018 | |
Commitments & Contingencies (Details) [Line Items] | |||||||||||
Shares of common stock (in Shares) | 500 | ||||||||||
License fee paid amount | $ 455,000 | ||||||||||
License milestone payment due | $ 175,000 | ||||||||||
Payment due | 175,000 | ||||||||||
Extension fee | 100,000 | ||||||||||
Technology rights | $ 70,000 | ||||||||||
Final payment | $ 60,000 | ||||||||||
Net Product percentage | 0.75% | ||||||||||
Fee paid | $ 20,000 | $ 25,000 | 100,000 | ||||||||
Shares issued (in Shares) | 375 | ||||||||||
Required to pay | $ 25,000 | ||||||||||
Payment of milestone fees | 50,000 | ||||||||||
Regulatory clearance | $ 25,000 | ||||||||||
Potential | $ 25,000 | ||||||||||
Financial revenue | $ 10,000,000 | ||||||||||
Loss Contingency Accrual, Product Liability, Net, Explanation of Material Change in Accrual | $5 | ||||||||||
License maintenance fees description | In addition to the annual license maintenance fees outlined above, we will pay Stanford royalties on Net Sales (as such term is defined in the February 2020 License Agreement) during the of the term of the agreement as follows: 4% when Net Sales are below or equal to $5 million annually or 6% when Net Sales are above $5 million annually. | ||||||||||
Minimum [Member] | |||||||||||
Commitments & Contingencies (Details) [Line Items] | |||||||||||
Maintenance fee | $ 40,000 | ||||||||||
Maximum [Member] | |||||||||||
Commitments & Contingencies (Details) [Line Items] | |||||||||||
Maintenance fee | $ 60,000 | ||||||||||
License Agreement [Member] | |||||||||||
Commitments & Contingencies (Details) [Line Items] | |||||||||||
Net Product percentage | 1.50% | ||||||||||
Forecast [Member] | |||||||||||
Commitments & Contingencies (Details) [Line Items] | |||||||||||
License milestone payment due | $ 500,000 | $ 500,000 | $ 100,000 |
Stockholders_ Equity (Details)
Stockholders’ Equity (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||||||||||||||
Oct. 07, 2022 | Sep. 16, 2022 | Aug. 11, 2022 | May 27, 2022 | Oct. 31, 2021 | Feb. 03, 2020 | Dec. 20, 2022 | Sep. 30, 2022 | Jun. 15, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Feb. 24, 2021 | Jul. 19, 2019 | Oct. 31, 2017 | Oct. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Aug. 31, 2021 | May 24, 2021 | |
Stockholders’ Equity (Details) [Line Items] | ||||||||||||||||||||
Common stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||||||||
Common stock, shares authorized | 100,000,000 | 100,000,000 | 100,000,000 | |||||||||||||||||
Company issued shares | 148,227 | 2,031 | ||||||||||||||||||
Stock-based compensation (in Dollars) | $ 507,558 | |||||||||||||||||||
Recognized expense (in Dollars) | $ 1,843,902 | |||||||||||||||||||
Company issued shares | 58,256 | |||||||||||||||||||
Issue of common stock | 407,991 | 189,843 | 1,224,333 | 189,843 | ||||||||||||||||
Stock based compensation (in Dollars) | $ 96,030 | $ 254,242 | ||||||||||||||||||
Shares of common stock | 56,667 | 164,929 | 1 | 96,050 | 1,602 | |||||||||||||||
Exercise of warrants and received (in Dollars) | $ 12.395 | $ 1,109,574 | $ 3,727,285 | |||||||||||||||||
Settlement of accounts payable shares | 500 | |||||||||||||||||||
Common stock, shares issued | 91,667 | 91,667 | ||||||||||||||||||
Preferred stock, shares authorized | 3,000,000 | 3,000,000 | 3,000,000 | |||||||||||||||||
Preferred stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||||||||||
Purchaser (in Dollars) | $ 20,000 | |||||||||||||||||||
Preferred stock outstanding | 0 | 250,000,000 | 0 | 0 | ||||||||||||||||
Redemption preferred stock (in Dollars) | $ 20,000 | |||||||||||||||||||
Company paid (in Dollars) | $ 20,000 | $ 25,000 | $ 100,000 | |||||||||||||||||
Preferred stock share | 1 | |||||||||||||||||||
Granted stock options | 60,000 | |||||||||||||||||||
Fair market value | 100% | |||||||||||||||||||
Company granted | 1,850 | |||||||||||||||||||
Weighted average grant (in Dollars) | $ 8.39 | |||||||||||||||||||
Exercisable options | 42,685 | |||||||||||||||||||
Stock Option, Exercise Price, Decrease (in Dollars per share) | $ 173.5 | |||||||||||||||||||
Stock options shares | 791,187 | |||||||||||||||||||
Compensation expense (in Dollars) | $ 826,795 | |||||||||||||||||||
General and administrative expenses (in Dollars) | 105,049 | 587,209 | ||||||||||||||||||
General and administrative expenses (in Dollars) | $ 504,699 | $ 239,586 | ||||||||||||||||||
Warrants issued | 678,242 | 6,497,530 | 678,242 | |||||||||||||||||
Warrants issued and vesting (in Dollars) | $ 609,748 | |||||||||||||||||||
Remaining expensed (in Dollars) | $ 0 | |||||||||||||||||||
Weighted average vesting term | 2 months 19 days | |||||||||||||||||||
Proceeds from exercised (in Dollars) | $ 179,419 | |||||||||||||||||||
Warrant exercise price, per share (in Dollars per share) | $ 57.5 | |||||||||||||||||||
Gross proceeds (in Dollars) | $ 500,000 | $ 500,000 | $ 550,000 | $ 1,350,000 | ||||||||||||||||
Share purchase | 3,333,333 | |||||||||||||||||||
Fair value of warrant (in Dollars) | $ 3,759,044 | |||||||||||||||||||
Offering Reflecting Reduced Exercise Price, Per Share (in Dollars per share) | $ 12.395 | |||||||||||||||||||
Vested, share | 18,506 | |||||||||||||||||||
2017 Equity Incentive Plan [Member] | ||||||||||||||||||||
Stockholders’ Equity (Details) [Line Items] | ||||||||||||||||||||
Recognized expense | 2,500,000 | |||||||||||||||||||
Common Stock [Member] | ||||||||||||||||||||
Stockholders’ Equity (Details) [Line Items] | ||||||||||||||||||||
Company issued shares | 9,237 | |||||||||||||||||||
Warrant issued | 1,766,917 | |||||||||||||||||||
Stock based compensation (in Dollars) | $ 11 | |||||||||||||||||||
Recognized expense | 9,300 | |||||||||||||||||||
Warrants [Member] | ||||||||||||||||||||
Stockholders’ Equity (Details) [Line Items] | ||||||||||||||||||||
Issue of common stock | 179,419 | |||||||||||||||||||
Share based payment remaining expenses (in Dollars) | $ 179,892 | |||||||||||||||||||
Weighted average vesting term | 9 months | |||||||||||||||||||
Preferred Stock [Member] | ||||||||||||||||||||
Stockholders’ Equity (Details) [Line Items] | ||||||||||||||||||||
Preferred stock, shares authorized | 3,000,000 | |||||||||||||||||||
Minimum [Member] | ||||||||||||||||||||
Stockholders’ Equity (Details) [Line Items] | ||||||||||||||||||||
Common stock, shares authorized | 27,000,000 | |||||||||||||||||||
Recognized expense (in Dollars) | $ 1,443,700 | |||||||||||||||||||
Exercise price per share (in Dollars per share) | $ 57.5 | |||||||||||||||||||
Warrant exercise price, per share (in Dollars per share) | 57.5 | |||||||||||||||||||
Minimum [Member] | Warrants [Member] | ||||||||||||||||||||
Stockholders’ Equity (Details) [Line Items] | ||||||||||||||||||||
Warrants issued and vesting (in Dollars) | $ 189,899 | |||||||||||||||||||
Maximum [Member] | ||||||||||||||||||||
Stockholders’ Equity (Details) [Line Items] | ||||||||||||||||||||
Common stock, shares authorized | 100,000,000 | |||||||||||||||||||
Exercise price per share (in Dollars per share) | 12.395 | |||||||||||||||||||
Warrant exercise price, per share (in Dollars per share) | $ 12.395 | |||||||||||||||||||
One Year [Member] | Minimum [Member] | ||||||||||||||||||||
Stockholders’ Equity (Details) [Line Items] | ||||||||||||||||||||
Exercise price per share (in Dollars per share) | $ 235,415 | |||||||||||||||||||
One Year [Member] | Maximum [Member] | ||||||||||||||||||||
Stockholders’ Equity (Details) [Line Items] | ||||||||||||||||||||
Exercise price per share (in Dollars per share) | $ 555,772 | |||||||||||||||||||
Restricted Stock Awards [Member] | ||||||||||||||||||||
Stockholders’ Equity (Details) [Line Items] | ||||||||||||||||||||
Settlement of accounts payable shares | 9,300 | |||||||||||||||||||
Shares vested | 500 | |||||||||||||||||||
Restricted Stock Units [Member] | ||||||||||||||||||||
Stockholders’ Equity (Details) [Line Items] | ||||||||||||||||||||
Recognized expense (in Dollars) | $ 17,000 | |||||||||||||||||||
Series B Preferred Stock [Member] | ||||||||||||||||||||
Stockholders’ Equity (Details) [Line Items] | ||||||||||||||||||||
Preferred stock price per share (in Dollars per share) | $ 0.001 | |||||||||||||||||||
Common Stock [Member] | ||||||||||||||||||||
Stockholders’ Equity (Details) [Line Items] | ||||||||||||||||||||
Common stock, par value (in Dollars per share) | $ 0.001 | |||||||||||||||||||
Series C Warrants [Member] | ||||||||||||||||||||
Stockholders’ Equity (Details) [Line Items] | ||||||||||||||||||||
Warrant exercise price, per share (in Dollars per share) | $ 7.5 | |||||||||||||||||||
Share purchase | 49,153 | |||||||||||||||||||
Exercise price increase (in Dollars) | $ 344,158 | |||||||||||||||||||
Fair value of warrant (in Dollars) | $ 29,058 | |||||||||||||||||||
Stanford University [Member] | ||||||||||||||||||||
Stockholders’ Equity (Details) [Line Items] | ||||||||||||||||||||
Recognized expense (in Dollars) | $ 64,875 | |||||||||||||||||||
Restricted Stock Units (RSUs) [Member] | ||||||||||||||||||||
Stockholders’ Equity (Details) [Line Items] | ||||||||||||||||||||
Number of shares, granted | 11,644 | 36,456 | ||||||||||||||||||
Issuance of shares | 18,469 | |||||||||||||||||||
Recognized expense (in Dollars) | $ 1,209,906 | |||||||||||||||||||
Issue of common stock | 18,469 | |||||||||||||||||||
Number of shares, vested | 16,519 | |||||||||||||||||||
Share based payment remaining expenses (in Dollars) | $ 321,603 | |||||||||||||||||||
General and administrative expenses (in Dollars) | $ 848,597 | |||||||||||||||||||
Weighted average vesting term | 4 months 24 days | |||||||||||||||||||
Vesting expense (in Dollars) | $ 1,222,875 | $ 1,843,902 | ||||||||||||||||||
Research and development (in Dollars) | 356,105 | |||||||||||||||||||
Sales and marketing (in Dollars) | $ 18,346 | |||||||||||||||||||
Grant total | 11,644 | |||||||||||||||||||
Common stock issued, vested | 18,469 |
Stockholders_ Equity (Details)
Stockholders’ Equity (Details) - Schedule of analysis of the stock option grant activity under the plan | 12 Months Ended |
Dec. 31, 2022 $ / shares shares | |
Stockholders’ Equity (Details) - Schedule of analysis of the stock option grant activity under the plan [Line Items] | |
Weighted Average Exercise Price, Outstanding beginning balance | $ / shares | $ 96 |
Weighted Average Exercise Price, Granted | $ / shares | 22.74 |
Weighted Average Price, Vested | $ / shares | 70.65 |
Weighted Average Price, Forfeited | $ / shares | 77.5 |
Weighted Average Exercise Price, Outstanding ending balance | $ / shares | $ 46.72 |
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 | shares | 44,710 |
Weighted Average Exercise Price, Outstanding beginning balance | $ / shares | $ 170 |
Weighted Average Remaining Life, Outstanding beginning balance | 6 years 8 months 26 days |
Number, Granted | shares | |
Weighted Average Exercise Price, Granted | $ / shares | |
Weighted Average Remaining Life, Granted | |
Number, Exercised | shares | |
Weighted Average Exercise Price, Exercised | $ / shares | |
Weighted Average Remaining Life, Exercised | |
Number, Expired or forfeited | shares | |
Weighted Average Exercise Price, Expired or forfeited | $ / shares | |
Weighted Average Remaining Life, Expired or forfeited | |
Number, Outstanding ending balance | shares | 44,710 |
Weighted Average Exercise Price, Outstanding ending balance | $ / shares | $ 170 |
Weighted Average Remaining Life, Outstanding ending balance | 5 years 8 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 | shares | 601,400 |
Weighted Average Exercise Price, Outstanding beginning balance | $ / shares | $ 83.5 |
Weighted Average Remaining Life, Outstanding beginning balance | 4 years 4 months 17 days |
Number, Granted | shares | 6,497,530 |
Weighted Average Exercise Price, Granted | $ / shares | $ 4.71 |
Weighted Average Remaining Life, Granted | 4 years 7 months 28 days |
Number, Exercised | shares | (1,946,419) |
Weighted Average Exercise Price, Exercised | $ / shares | $ 0.69 |
Weighted Average Remaining Life, Exercised | |
Number, Expired or forfeited | shares | (62,512) |
Weighted Average Exercise Price, Expired or forfeited | $ / shares | $ 45.62 |
Weighted Average Remaining Life, Expired or forfeited | |
Number, Rounding for Reverse Split | shares | 25 |
Weighted Average Exercise Price, Rounding for Reverse Split | $ / shares | |
Weighted Average Remaining Life, Rounding for Reverse Split | |
Number, Outstanding ending balance | shares | 5,090,024 |
Weighted Average Exercise Price, Outstanding ending balance | $ / shares | $ 12.83 |
Weighted Average Remaining Life, Outstanding ending balance | 4 years 6 months 14 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 | shares | 15,565 |
Number, Granted | shares | 11,644 |
Number, Vested | shares | (18,506) |
Number, Forfeited | shares | (1,506) |
Number, Outstanding ending balance | shares | 7,197 |
Stockholders_ Equity (Details_2
Stockholders’ Equity (Details) - Schedule of warranty issuance | 12 Months Ended |
Dec. 31, 2022 $ / shares shares | |
Nonvested Stock Options [Member] | |
Stockholders’ Equity (Details) - Schedule of warranty issuance [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 | (7,038) |
Weighted- Average Exercise Price, Vested | $ / shares | $ 112.41 |
Number, Forfeited | shares | |
Weighted- Average Exercise Price, Forfeited | $ / shares | |
Number, Nonvested at ending balance | shares | 2,025 |
Weighted- Average Exercise Price, Nonvested at ending balance | $ / shares | $ 96 |
Nonvested Warrants [Member] | |
Stockholders’ Equity (Details) - Schedule of warranty issuance [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 | (6,435,097) |
Weighted- Average Exercise Price, Vested | $ / shares | $ 5.55 |
Number, Forfeited | shares | (55,000) |
Weighted- Average Exercise Price, Forfeited | $ / shares | $ 20 |
Number, Nonvested at ending balance | shares | 100,000 |
Weighted- Average Exercise Price, Nonvested at ending balance | $ / shares | $ 7.5 |
Stockholders_ Equity (Details_3
Stockholders’ Equity (Details) - Schedule of fair value of each warrant issued was estimated using the assumption ranges and/or factors in the Black-Scholes Model - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Stockholders’ Equity (Details) - Schedule of fair value of each warrant issued was estimated using the assumption ranges 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 issued was estimated using the assumption ranges 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 issued was estimated using the assumption ranges 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% |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Millions | 1 Months Ended | 12 Months Ended | ||
Dec. 27, 2017 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Taxes (Details) [Line Items] | ||||
Valuation allowance | $ 3.5 | |||
Net operating loss carryforwards | $ 56.6 | $ 38 | ||
Percentage of net operating loss carryover | 100% | |||
Income loss of generated | 20 years | |||
Net operating losses | 56.5 | |||
Net operating losses generated prior | $ 0.1 | |||
Net operating losses, description | The CARES Act temporarily allows the Company to carryback net operating losses arising in 2018, 2019 and 2020 to the five prior tax years. | |||
Income taxable | 80% | |||
Net operating loss carryforwards | $ 44.8 | $ 26.2 | ||
Federal tax credit carryforwards | 0.1 | |||
Tax credit carryforwards | $ 0.2 | $ 0.4 | ||
Interest Income [Member] | ||||
Income Taxes (Details) [Line Items] | ||||
Percentage of net operating loss carryover | 80% |
Income Taxes (Details) - Schedu
Income Taxes (Details) - Schedule of a reconciliation of income tax expense (benefit) computed at the statutory federal income tax rate to income taxes | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule Of AReconciliation Of Income Tax Expense Benefit Computed At The Statutory Federal Income Tax Rate To Income Taxes Abstract | ||
Income taxes at U.S. statutory rate | 21% | 21% |
State income taxes | 1.60% | 6.90% |
Tax Credits | 1% | 0.10% |
Permanent Differences/Others | (10.50%) | (5.00%) |
Change in valuation allowance | (13.10%) | (23.00%) |
Total provision for income taxes | 0% | 0% |
Income Taxes (Details) - Sche_2
Income Taxes (Details) - Schedule of deferred tax assets and liabilities - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Deferred tax assets | ||
Net operating loss carryforwards | $ 13,499,811 | $ 10,896,410 |
Tax credits carryforwards | 430,468 | 161,943 |
Stock-based compensation | 1,511,849 | 1,541,936 |
Lease liability | 722,126 | 1,169,887 |
Section 174 Capitalization | 1,547,343 | |
Loss on impairment of debt | 3,288,363 | 4,140,318 |
Other | 114,973 | 23,933 |
Total deferred tax assets | 21,114,933 | 17,934,427 |
Valuation allowance | (20,217,401) | (16,670,590) |
Net deferred tax assets | 897,533 | 1,263,837 |
Deferred tax liabilities | ||
Right of use assets | (722,127) | (1,169,887) |
Fixed assets | (175,406) | (93,950) |
Total deferred tax liabilities | (897,533) | (1,263,837) |
Net deferred taxes |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | 1 Months Ended | ||||||||
Sep. 05, 2023 | Apr. 04, 2023 | Jan. 01, 2023 | Aug. 21, 2023 | Apr. 10, 2023 | Apr. 06, 2023 | Feb. 21, 2023 | Dec. 20, 2022 | Mar. 17, 2023 | |
Subsequent Events (Details) [Line Items] | |||||||||
Aggregate offering pricea amount | $ 50,000,000 | ||||||||
Subsequent Event [Member] | |||||||||
Subsequent Events (Details) [Line Items] | |||||||||
Shares sold (in Shares) | 338,513 | ||||||||
Average price per share (in Dollars per share) | $ 1.55 | ||||||||
Paying commissions | $ 507,000 | ||||||||
Aggregate amount | $ 2,160,000 | ||||||||
Gross proceeds | 1,500,000 | ||||||||
Origination fees | $ 75,000 | ||||||||
Issued shares (in Shares) | 187,000 | ||||||||
Principal amount | $ 1,060,000 | ||||||||
Origination fees | $ 60,000 | ||||||||
Repayment Amount | $ 79,500 | $ 1,590,000 | $ 1,000,000 | ||||||
Subsequent Event [Member] | Revision of Prior Period, Adjustment [Member] | |||||||||
Subsequent Events (Details) [Line Items] | |||||||||
Repayment Amount | $ 1,219,000 | ||||||||
Forecast [Member] | |||||||||
Subsequent Events (Details) [Line Items] | |||||||||
Final payment due | $ 77,000 |